SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported) July 30, 2002
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York 1-3247 16-0393470
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Riverfront Plaza, Corning, New York 14831
(Address of principal executive offices) (Zip Code)
(607) 974-9000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
-----------------------------------------
On July 29, 2002, Moody's Investors Service issued a press release lowering
Corning Incorporated's long-term debt credit rating from Baa3 to Ba2 and
short-term debt credit rating from Prime-3 to Not Prime. Also on July 29, 2002,
Standard and Poor's issued a press release lowering the Company's long-term debt
credit rating from BBB- to BB+ and short-term debt credit rating from A-3 to B.
The credit rating agencies maintained negative outlooks.
Item 9. Regulation FD Disclosure
------------------------
On July 24, 2002, the Chairman and Chief Executive Officer as well as the Vice
Chairman and Chief Financial Officer of Corning Incorporated each signed the
Statement Under Oath required by the Securities and Exchange Commission Order of
June 27, 2002 in conjunction with filing the Second Quarter Report on Form 10-Q
on July 24, 2002. These were filed with and received by the Securities and
Exchange Commission on July 26, 2002. Pursuant to the Statement by the Staff of
the Securities and Exchange Commission on July 29, 2002, the two Statements
Under Oath are furnished herewith as Exhibit 99.1 and 99.2.
(c) Exhibits.
99.1 Principal Executive Officer Signed Statement Under Oath dated July 24,
2002
99.2 Principal Financial Officer Signed Statement Under Oath dated July 24,
2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORNING INCORPORATED
Registrant
Date: July 30, 2002 By /s/ KATHERINE A. ASBECK
Katherine A. Asbeck
Senior Vice President and Controller
INDEX TO EXHIBITS
-----------------
(c) Exhibits
99.1 Principal Executive Officer Signed Statement Under Oath dated July 24,
2002.
99.2 Principal Financial Officer Signed Statement Under Oath dated July 24,
2002.
Exhibit 99.1
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE
OFFICER AND PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING
TO EXCHANGE ACT FILINGS
I, James R. Houghton, Chairman and Chief Executive Officer, state and attest
that:
(1) to the best of my knowledge, based upon a review of the covered
reports of Corning Incorporated, and, except as corrected or
supplemented in a subsequent covered report:
. no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
. no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with Corning
Incorporated's Audit Committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
. Annual Report on Form 10-K for Fiscal Year ended December 31,
2001 as filed with the U.S. Securities and Exchange Commission on
March 4, 2002 and Annual Report on Form 10-K/A for Fiscal Year
ended December 31, 2001 as filed with the U.S. Securities and
Exchange Commission on March 7, 2002 of Corning Incorporated;
. all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Corning Incorporated filed with the
Commission subsequent to the filing of the Form 10-K identified
above; and
. any amendments to any of the foregoing.
/s/ James R. Houghton Subscribed and sworn to before me
-------------------------- this 24 day of July, 2002.
James R. Houghton
Chairman and Chief Executive Officer
Corning Incorporated
Date: July 24, 2002 /s/ Sherry L. Smith
-----------------------
Notary Public
My Commission Expires: March 15, 2003
Exhibit 99.2
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE
OFFICER AND PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING
TO EXCHANGE ACT FILINGS
I, James B. Flaws, Vice Chairman and Chief Financial Officer, state and attest
that:
(1) to the best of my knowledge, based upon a review of the covered
reports of Corning Incorporated, and, except as corrected or
supplemented in a subsequent covered report:
. no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
. no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with Corning
Incorporated's Audit Committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
. Annual Report on Form 10-K for Fiscal Year ended December 31,
2001 as filed with the U.S. Securities and Exchange Commission on
March 4, 2002 and Annual Report on Form 10-K/A for Fiscal Year
ended December 31, 2001 as filed with the U.S. Securities and
Exchange Commission on March 7, 2002 of Corning Incorporated;
. all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Corning Incorporated filed with the
Commission subsequent to the filing of the Form 10-K identified
above; and
. any amendments to any of the foregoing.
/s/ James B. Flaws Subscribed and sworn to before me
----------------------- this 24 day of July, 2002.
James B. Flaws
Vice Chairman and Chief Financial Officer
Corning Incorporated
Date: July 24, 2002 /s/ Sherry L. Smith
-----------------------
Notary Public
My Commission Expires: March 15, 2003