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As filed with the Securities and Exchange Commission on February 7, 2002
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)
Of the Securities Exchange Act of 1934
(AMENDMENT NO. 4)
------------------------------------
EASTMAN KODAK COMPANY
(Name of Subject Company - - Issuer)
EASTMAN KODAK COMPANY
(Name of Filing Person - - Offeror)
---------------------------------------
OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $2.50 PER SHARE,
ISSUED UNDER THE EASTMAN KODAK COMPANY 1990 OMNIBUS LONG-TERM COMPENSATION
PLAN, THE EASTMAN KODAK COMPANY 1995 OMNIBUS LONG-TERM COMPENSATION
PLAN, THE KODAK STOCK OPTION PLAN, THE WAGE DIVIDEND PLAN AND THE 2000
OMNIBUS LONG-TERM COMPENSATION PLAN
(Title of Class of Securities)
---------------------------------------
JOYCE P. HAAG
SECRETARY
LAURENCE L. HICKEY
ASSISTANT SECRETARY
EASTMAN KODAK COMPANY
ROCHESTER, NEW YORK 14650 - 0218
TELEPHONE: 585-724-4368
FACSIMILE: 585-724-9549
(Name,address and telephone number of person
authorized to receive notices and
communications on behalf of Filing
Person)
---------------------------------------
COPIES TO:
Deborah McLean Quinn
Nixon Peabody LLP
Clinton Square, Suite 1300
Rochester, New York 14604
585-263-1307
Facsimile: 585-263-1600
-2-
CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH THE
STATEMENT RELATES:
/ / Third-party tender offer subject to Rule 14d-1.
/X/ Issuer tender offer subject to Rule 13e-4.
/ / Going-private transaction subject to Rule 13e-3.
/ / Amendment to Schedule 13D under Rule 13d-2.
CHECK THE FOLLOWING BOX IF THE FILING IS A FINAL AMENDMENT REPORTING THE RESULTS
OF THE TENDER OFFER: / /
This Amendment No. 4 amends and supplements the Tender Offer Statement
of Eastman Kodak Company ("Kodak") on Schedule TO, filed with the Securities and
Exchange Commission on January 18, 2002) and amended by Amendment Nos. 1, 2 and
3 filed on January 28, 2002 (the "Tender Offer Statement"), relating to the
offer by Kodak to exchange outstanding employee stock options to purchase common
stock, par value $2.50 per share, issued under the Eastman Kodak Company 1990
Omnibus Long-Term Compensation Plan, the Eastman Kodak Company 1995 Omnibus
Long-Term Compensation Plan, the Kodak Stock Option Plan, the Wage Dividend Plan
and the 2000 Omnibus Long-Term Compensation Plan, upon the terms and subject to
the conditions set forth in the Offer to Exchange, dated January 28, 2002 as
amended hereby.
Item 4. TERMS OF THE TRANSACTION.
(a) The description of the terms of the Offer set forth in the Offer to
Exchange in the introductory language under the heading "Cancellation Date" to
add the following sentences at the end of that section:
If Current Options are not accepted in the Offer by March 26,
2002, you may once again withdraw your tender.
The description of the terms of the Offer set forth in the Offer to
Exchange under the headings "Summary of Terms - 37. Can I change my Election"
and "The Offer - 5. Withdrawal Rights" are hereby amended to add the following
sentence at the end of each of those sections:
In addition, if Current Options are properly tendered but for
whatever reason Kodak is unable to accept the tender by March
26, 2002, you may withdraw your tender of the Current Options
on or after that date.
The description of the Terms of the Offer set forth in the Offer to
Exchange under the heading "The Offer - 6. Acceptance of Current Options for
Exchange and Issuance of New Options" is hereby amended to delete from the first
sentence the clause "as promptly as possible" and to replace that phrase with
the work "promptly."
Item 10. FINANCIAL STATEMENTS.
The description of the terms of the Offer set forth in the Offer to
Exchange under the heading "Summary - 41. How Should I Decide Whether or Not to
Participate" is amended to add the following sentence at the end of that
section:
You should read all the information provided to you in the
Offer, including certain financial and other information
described under the heading "The Offer - 75. Additional
Information."
The description of the terms of the Offer set forth in the Offer to
Exchange under the heading "The Offer - 75. Additional Information" is amended
to add the following sentence at the end of the second paragraph:
-3-
In addition, you should review any amendments to our Schedule
TO and the Offer filed with the SEC, including among other
things, the Summary Financial Statements filed with Amendment
No. 4 to the Schedule TO and delivered to you as an Amendment
to the Offer to Exchange.
Item 12. EXHIBITS.
Item 12 to Kodak's Schedule TO is hereby amended to add the following
Exhibit, which is filed with this Amendment No. 4 to Schedule TO:
99.13 (a)(1) Amendment, dated February 7, 2002, to Eastman
Kodak Company Stock Option Exchange Program Tender
Offer Statement, dated January 28, 2002
99.14 (a)(5) Text of e-mail message sent by Kodak to Eligible
Employees on February 7, 2002
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information in this Amendment No. 4 to Schedule TO is true, complete
and correct.
EASTMAN KODAK COMPANY
By: /s/ Joyce P. Haag
------------------------------
Joyce P. Haag
Secretary
Exhibit 99.13
We are required by the rules of the United States Securities and
Exchange Commission to furnish the following financial information to you along
with the Stock Option Exchange Tender Offer Statement.
KODAK
[GRAPHIC I. AMENDMENT TO EASTMAN KODAK COMPANY
OMITTED] STOCK OPTION EXCHANGE PROGRAM TENDER OFFER STATEMENT,
DATED JANUARY 28, 2002
February 7, 2002
TO: Kodak Stock Option Exchange Program Participants
In this Amendment to the Eastman Kodak Company Stock Option Exchange Program
Tender Offer Statement ("Offer to Exchange"), dated January 28, 2002, we are
providing additional information for Eligible Employees, which they should
consider with the Offer in deciding whether to tender their Current Options in
the Offer. We are using capitalized terms in this Amendment with the same
meaning as in the Offer to Exchange. Participation in the Offer is voluntary.
Eligible Employees who wish to participate must tender their Current Options no
later than February 22, 2002, unless Kodak extends the Offer. Eligible Employees
who have elected to participate may exercise their withdrawal rights until the
same date.
The following summary financial information is derived from Kodak's audited
financial statements for the years ended December 31, 2000 and 1999 and from
Kodak's unaudited financial statements for the nine months ended September 30,
2001. Eligible Employees should refer to the full financial statements and the
notes to financial statements, which are incorporated in the Offer to Exchange.
Section 75, "Additional Information" explains how to find these documents at the
Securities and Exchange Commission, including on their website at www.sec.gov.
In addition, we will provide this information without charge to each person to
whom a copy of this Amendment and the Offer to Exchange is delivered on written
or oral request made to the addresses and telephone numbers set forth below.
SUMMARY FINANCIAL INFORMATION
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
SEPT. 30, YEAR ENDED
2001 DECEMBER 31 ,
----------- ----------------------------
2000 1999
Current assets $ 5,253 $ 5,491 $ 5,444
Noncurrent assets 8,657 8,721 8,926
Current liabilities 5,389 6,215 5,769
Noncurrent liabilities 5,206 4,569 4,689
Book value per share $ 11.39
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30 DECEMBER 31
------------------- ------------------------
2001 2000 2000 1999
Sales $ 9,875 $10,434 $ 13,994 $14,089
Gross profit 3,537 4,403 5,975 6,102
Income from continuing operations
before extraordinary items and
cumulative effect of a change in
accounting principle 282 1,213 1,407 1,392
Net income $ 282 $ 1,213 $ 1,407 $ 1,392
Earnings per share from
continuing operations - Basic $ 0.97 $ 3.93 $ 4.62 $ 4.38
Earnings per share from
continuing operations - Diluted $ 0.97 $ 3.91 $ 4.59 $ 4.33
Net earnings per share - Basic $ 0.97 $ 3.93 $ 4.62 $ 4.38
Net earnings per share - Diluted $ 0.97 $ 3.91 $ 4.59 $ 4.33
See full financial statements and notes to financial statements referred to
above.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M. EASTERN TIME
(U.S.) ON FEBRUARY 22, 2002 UNLESS THE OFFER IS EXTENDED BY
EASTMAN KODAK COMPANY
Any questions or requests for assistance or additional copies of any documents
referred to in the Offer may be directed to:
Eastman Kodak Company Telephone: Inside Kodak, Knet 224-4503
Attention: Stock Option Exchange Toll-Free (US & Canada), 1-866-854-7887
Hotline Long Distance, 1-585-724-4503
343 State Street
Rochester, NY 14650-1112 U.S.A.
Exhibit 99.14
[Form of e-mail message to Eligible Employees February 7, 2002]
By now you should have received your Stock Option Exchange Program election
package and PIN letters. If you have not received your package, please call the
Stock Option Exchange Hotline at the numbers listed below as soon as possible to
request a new package and/or PIN. To allow for delivery time, you should call
the Hotline no later than February 15 to request a new package. If you wish to
participate in the program and you do not make an election prior to the close of
the election period - February 22, 2002 - you will not be allowed to participate
in the program.
There will be no extension of the deadline
for employees who do not receive their package!
If you have access to the Stock Option Exchange web site, you can make an
election without receiving a package. Using your 5-digit PIN, you can use the
Stock Option Exchange web site to access your personalized stock option
information, make an election on the web site, or print out another election
form. If you have lost, or never received, your PIN, you can call the Hotline to
get your PIN. You can also access the Stock Option Exchange Program Summary
Guide on the Stock Option Exchange web site without a PIN, but you cannot make
an election, access the personalized calculator or print a new election form
without the PIN.
Remember, if you do NOT want to participate in the program, you do not need to
make an election. No response from you will mean that your current options
remain in effect under the original terms and conditions of those options.
Stock Option Exchange Program Resources
The Stock Option Exchange Program Web Site and the Stock Option Exchange Hotline
will be available throughout the election period.
o Stock Option Exchange Program Web Site
o On Kodak's intranet at: hrglobalid.kodak.com
o On the Internet at: www.soep.kodak.com
This site is available in 10 different languages
o Stock Option Exchange Hotline
o Inside Kodak, KNET: 224-4503
o Toll-Free (U.S. & Canada): 1-866-854-7887
o Long-Distance:* 1-585-724-4503
*Use of this number will incur long-distance charges
Translation services will be available.
Hours
Monday, Tuesday & Wednesday
9:00 a.m.- 8:00 p.m., Eastern Time (U.S.)
Thursday & Friday
9:00 a.m.- 5:00 p.m., Eastern Time (U.S.)
Translation services are available on the Stock Option Exchange Hotline, and
we'd love to hear from you!
We welcome calls from all countries and have over 140 languages that we canhelp
with. We look forward to assisting all Kodak employees worldwide. There is
access to these translation services during all the hours our Hotline is open.