1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 10, 2003 Eastman Kodak Company (Exact name of registrant as specified in its charter) New Jersey 1-87 16-0417150 - ---------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 343 State Street, Rochester, New York 14650 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code (585) 724-4000 -------------
2 Item 5. Other Events and Regulation FD Disclosure. On October 10, 2003, the Registrant completed the offering and sale of $500 million of 7.25% Senior Notes due 2013. The 7.25% Senior Notes were issued under an Indenture dated as of January 1, 1988 between the Registrant and The Bank of New York, as trustee (the "Trustee"), as supplemented by a First Supplemental Indenture thereto dated as of September 6, 1991, a Second Supplemental Indenture thereto dated as of September 20, 1991, a Third Supplemental Indenture thereto dated as of January 26, 1993, a Fourth Supplemental Indenture thereto dated as of March 1, 1993 and a Fifth Supplemental Indenture thereto dated as of October 10, 2003 (as so supplemented, the "Indenture"). The foregoing offering of senior notes was made pursuant to the Registrant's Registration Statement on Form S-3 (File No. 333- 108562); and the Registrant has filed with the Securities and Exchange Commission a final Prospectus Supplement pursuant to Rule 424(b)(2) under the Securities Act of 1933 relating to such offering. The Registrant is filing as exhibits to this Current Report on Form 8-K certain agreements and instruments related to the foregoing transaction, and the pro forma ratio of earnings to fixed charges, which was calculated to reflect this transaction and the concurrent sale, in a private placement to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933, of the Registrant's 3.375% Convertible Senior Notes due 2033, as the combined proceeds from both offerings will be used to retire debt presently outstanding. These documents are listed on the exhibit list under Item 7 of this Form 8-K. Item 7. Financial Statements and Exhibits Exhibit No. (1) Underwriting Agreement, dated October 7, 2003, among Eastman Kodak Company and Citigroup Global Markets Inc. and Lehman Brothers Inc., acting severally on behalf of themselves and the other several underwriters named therein, relating to the offering and sale of $500 million of 7.25% Senior Notes due 2013. (4) H. Form of the 7.25% Senior Notes due 2013. (99) Computation of Pro Forma Ratio of Earnings to Fixed Charges.
3 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 hereunto duly authorized. EASTMAN KODAK COMPANY By: /s/ James M. Quinn ------------------------ Name: James M.Quinn Title: Assistant General Counsel, Secretary Date: October 10, 2003
Exhibit (1)
EXECUTION COPY
EASTMAN KODAK COMPANY
(a New Jersey corporation)
Debt Securities
UNDERWRITING AGREEMENT
Dated: October 7, 2003
To: Eastman Kodak Company
343 State Street
Rochester, New York 14650-0218
Ladies and Gentlemen:
We (the "Managers") are acting on behalf of the
underwriters (including ourselves) named below (the
"Underwriters"), and we understand that Eastman Kodak
Company, a New Jersey corporation (the "Company"), proposes
to issue and sell $500,000,000 aggregate principal amount of
its 7.25% Senior Notes due 2013 (the "Underwriters'
Securities"). The Company may at its option create and issue
additional securities with the same terms as the
Underwriters' Securities being purchased and sold pursuant to
this Underwriting Agreement so that the additional securities
will form a single series with the Underwriters' Securities.
Subject to the terms and conditions set forth or
incorporated by reference herein, the Company agrees to sell,
and the Underwriters severally agree to purchase, the
principal amount of Underwriters' Securities set forth
opposite their names below at the purchase price set forth
below.
Underwriter Principal
Amount
Citigroup Global Markets Inc. $ 200,000,000
Lehman Brothers Inc. 200,000,000
Scotia Capital (USA) Inc. 10,000,000
BNP Paribas Securities Corp. 10,000,000
HSBC Securities (USA) Inc. 10,000,000
Morgan Stanley & Co. Incorporated 10,000,000
Deutsche Bank Securities Inc. 10,000,000
U.S. Bancorp Piper Jaffray Inc. 10,000,000
ABN AMRO Incorporated 5,000,000
Barclays Bank PLC 5,000,000
BNY Capital Markets, Inc. 5,000,000
ING Financial Markets LLC 5,000,000
McDonald Investments Inc. 5,000,000
Mizuho International plc 5,000,000
PNC Capital Markets, Inc. 5,000,000
Daiwa Securities SMBC Europe Limited 5,000,000
Total $ 500,000,000
The Underwriters will pay for such Underwriters'
Securities in same day funds upon delivery thereof to
Citigroup Global Markets Inc. on the Closing Date.
The Underwriters' Securities shall have the following
terms:
Title: 7.25% Senior Notes due 2013
Rank: Unsecured and unsubordinated
Aggregate principal amount: $500,000,000
Denomination: $1,000 and integral multiples
of $1,000
Currency of payment: U.S. dollars
Interest rate: 7.25% per year
Interest payment dates: Each May 15 and November 15,
beginning on May 15, 2004.
(Interest accrues from October
10, 2003).
Regular record dates: May 1 and November 1
Stated maturity: November 15, 2013
Redemption provisions: None
Sinking fund requirements: None
Listing requirements: None
Fixed or Variable Price
Offering: Fixed Price Offering
Public offering price: 99.879% of the principal amount
Purchase price: 99.229% of the principal amount
Form: Book-entry form
Other terms and conditions: None
Closing Date and location: 10:00 a.m., October 10, 2003 at
the offices of Sidley Austin
Brown & Wood llp, 787 Seventh
Avenue, New York, New York
10019.
Notices: All communications hereunder
will be in writing and
effective only on receipt, and,
if sent to the Managers, will
be mailed, delivered or
telefaxed to Citigroup Global
Markets Inc., Attention:
General Counsel, 388 Greenwich
Street, New York, New York
10013 (Fax Number: (212) 816-
7912), and to Lehman Brothers
Inc., Attention: Debt Capital
Markets, Consumer Products
Group, 745 Seventh Ave, New
York, NY 10019 with a copy to
General Counsel and Syndicate
Registration, 399 Park Avenue,
New York, New York 10022 (Fax
Number: (212) 526-0943), or,
if sent to the Company, will be
mailed, delivered or telefaxed
to Eastman Kodak Company, 343
State Street, Rochester, New
York 14650-0218, Attention:
Office of the Corporate
Secretary (Fax No: (585) 724-
9549).
All of the provisions contained in the document attached
as Annex I hereto entitled "Eastman Kodak Company
Underwriting Agreement Standard Provisions (Debt)" dated
September 5, 2003 (the "Standard Provisions") are hereby
incorporated by reference in their entirety herein and shall
be deemed to be a part of this Underwriting Agreement to the
same extent as if such provisions had been set forth in full
herein. Capitalized terms used herein and not otherwise
defined herein have the meanings specified in the Standard
Provisions or the Prospectus Supplement dated October 7, 2003
relating to the Underwriters' Securities. Each reference to
Underwriters in the Standard Provisions so incorporated
herein by reference shall be deemed to refer to the
Underwriters as defined in this Underwriting Agreement.
Please accept this offer by signing a copy of this
Underwriting Agreement in the space set forth below and
returning the signed copy to us.
Very truly yours,
Acting severally on behalf of themselves
and the several Underwriters named herein
CITIGROUP GLOBAL MARKETS INC.
By
Authorized Signatory
LEHMAN BROTHERS INC.
By
Authorized Signatory
Accepted:
EASTMAN KODAK COMPANY
By _________________________________________
Authorized Signatory
Exhibit (4) H.
REGISTERED PRINCIPAL AMOUNT
$500,000,000
No. FX-01 EASTMAN KODAK COMPANY CUSIP:
277461BD0
7.25% SENIOR NOTE DUE 2013 ISIN:
US277461BD00
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK), A NEW YORK CORPORATION ("DTC" OR
THE "DEPOSITARY") TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
SECURITIES REPRESENTED HEREBY IN DEFINITIVE FORM, THIS GLOBAL
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
EASTMAN KODAK COMPANY, a corporation duly organized and
existing under the laws of the State of New Jersey (herein
referred to as the "Company", which term includes any
successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of
FIVE HUNDRED MILLION DOLLARS ($500,000,000) on November 15,
2013 (the "Maturity Date") and to pay accrued interest on
said principal sum at the rate of 7.25% per annum from
October 10, 2003 (the "Original Issue Date") or from the most
recent date to which interest has been paid or duly provided
for, semiannually in arrears on May 15 and November 15 of
each year (each an "Interest Payment Date") and on the
Maturity Date, until said principal sum is paid or duly
provided for in accordance with the terms hereof. Interest on
this Note will be computed on the basis of a 360-day year
consisting of twelve 30-day months. The interest so payable,
and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture referred to
on the reverse hereof, be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record
Date for such interest, which, in the case of any Interest
Payment Date shall be the May 1 or November 1 (whether or not
a Business Day) immediately preceding such Interest Payment
Date; provided, however, that any interest payable on the
Maturity Date shall be paid to the same Person to whom the
principal of this Note is payable. Notwithstanding the
foregoing, if this Note is issued between a Regular Record
Date and the related Interest Payment Date or on an Interest
Payment Date, the interest so payable for the period from the
Original Issue Date to such Interest Payment Date shall be
paid on the Interest Payment Date following the next
succeeding Regular Record Date to the Registered Holder
hereof on such next succeeding Regular Record Date. Any
interest not punctually paid or duly provided for shall
forthwith cease to be payable to the Registered Holder hereof
on the related Regular Record Date, and may be paid to the
Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes not less than ten days prior to
such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. For purposes of this
Note, "Business Day", when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in
that place of payment are authorized or obligated by law to
close.
Payment of the principal of and interest on this Note
will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, the
City and State of New York, in such coin or currency of the
United States of America as at the time of payment is legal
tender for payment of public and private debts.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS NOTE SET FORTH ON THE REVERSE HEREOF, AND SUCH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any
purpose unless and until this Note has been authenticated by
The Bank of New York, or its successor, as Trustee.
IN WITNESS WHEREOF, the Company has caused this Note to
be executed under its corporate seal.
[Seal] EASTMAN KODAK COMPANY
By:
Title:
Attest:
Title:
Dated: October 10, 2003
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-
mentioned Indenture.
THE BANK OF NEW YORK
as Trustee
By:
Authorized Signatory
EASTMAN KODAK COMPANY
7.25% SENIOR NOTE DUE 2013
This 7.25% Senior Note due 2013 is one of a series of
duly authorized debt securities of the Company (the
"Securities") issued or to be issued in one or more series
under an indenture dated as of January 1, 1988, as
supplemented by a First Supplemental Indenture thereto dated
as of September 6, 1991, a Second Supplemental Indenture
thereto dated as of September 20, 1991, a Third Supplemental
Indenture thereto dated as of January 26, 1993, a Fourth
Supplemental Indenture thereto dated as of March 1, 1993 and
a Fifth Supplemental Indenture thereto dated as of October
10, 2003 (as so supplemented, the "Indenture"), between the
Company and The Bank of New York, as trustee (the "Trustee",
which term includes any successor Trustee under the
Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face
hereof.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for
a like aggregate principal amount of Notes of different
authorized denominations, as requested by the Person
surrendering the same.
The interest payable hereon on each Interest Payment
Date shall include interest accrued through the day before
such Interest Payment Date. Any payments otherwise required
to be made on this Note on a date that is not a Business Day
need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if
made on such date, and no additional interest shall accrue as
a result of such delayed payment.
This Note is not subject to any sinking fund, redemption
at the option of the Company or prepayment at the option of
the Holder.
Ownership of beneficial interests herein will be limited
to participants in the Depositary or Persons that hold
interests through such participants, and the transfer of
beneficial interests herein will be effected only through
records maintained by the Depositary (with respect to
interests of participants in the Depositary) or by
participants in the Depositary or Persons that may hold
interests through such participants (with respect to Persons
other than participants in the Depositary).
This Note is exchangeable only if (x) the Depositary
notifies the Company that it is unwilling or unable to
continue as Depositary for this Note or if at any time the
Depositary ceases to be in good standing under the Securities
Exchange Act of 1934 and the Company does not appoint a
successor Depositary within 90 days after the Company
receives such notice or becomes aware that such Depositary is
no longer in good standing, or (y) the Company in its sole
discretion determines that this Note shall be exchanged for
Certificated Notes in definitive form, provided that the
definitive Notes so issued in exchange for this Note shall be
in authorized denominations and be of like aggregate
principal amount and tenor and terms as the portion of this
Note to be exchanged. Except as provided above, owners of
beneficial interests in this Note will not be entitled to
have this Note or Notes represented by this Note registered
in their names or receive physical delivery of Notes in
definitive form and will not be considered the Holders hereof
for any purpose under the Indenture.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is
registrable on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan,
the City and State of New York (if so required by the
Company, the Security Registrar or the Trustee), duly
endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by the Holder hereof
or his attorney duly authorized in writing, and thereupon one
or more new Notes of this series, of authorized denominations
and for the same aggregate principal amount and like tenor,
will be issued to the designated transferee or transferees.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith, except
as provided in the Indenture.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or of the Trustee may treat the Person in whose name
this Note is registered as the Holder hereof for all
purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor such agent shall be affected by
notice to the contrary.
If an Event of Default with respect to the Securities of
this series shall have occurred and be continuing, the
principal of all the Securities of this series may be
declared due and payable in the manner and with the effect
provided in the Indenture. Certain events of bankruptcy or
insolvency are Events of Default which shall result in the
Notes becoming due and payable immediately upon the
occurrence of such Events of Default.
In case this Note shall at any time become mutilated,
destroyed, stolen or lost and this Note or evidence of the
loss, theft or destruction hereof (together with such
indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to
the principal corporate trust office of the Trustee, a new
Note of like tenor and principal amount will be issued by the
Company in exchange for, or in lieu of, this Note. All
expenses and reasonable charges associated with procuring
such indemnity and with the preparation, authentication and
delivery of a new Note shall be borne by the Holder of this
Note.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights
of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than
a majority in aggregate principal amount of the Securities at
the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
Securities of any series at the time Outstanding, on behalf
of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder
of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this
Security.
Holders of Securities may not enforce their rights
pursuant to the Indenture or the Securities except as
provided in the Indenture. No reference herein to the
Indenture and no provision of this Note or of the Indenture
shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Note at the times,
place and rate, and in the coin or currency, herein
prescribed.
THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE AND TO
BE PERFORMED SOLELY IN THE STATE OF NEW YORK, AND FOR ALL
PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF SAID STATE WITHOUT REGARD TO THE CONFLICTS
OF LAW RULES OF SAID STATE.
All terms used in this Note that are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though
they were written out in full according to applicable laws or
regulations:
TEN CON - as tenants in common UNIF GIFT MIN ACT- __Custodian__
TEN ENT - as tenants by the
entireties (Cust) (Minor)
JT TEN - as joint tenants Under Uniform
with right of Gifts to Minors
survivorship and not Act
as tenants in common
(State)
Additional abbreviations may also be used though not in the
above list
________________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee
Please Print or Type Name and Address Including Zip Code of
Assignee
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer such Note on the books of Eastman Kodak
Company with full power of substitution in the premises.
Dated:
Signature
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the Note in every
particular, without alteration
or enlargement or any change
whatsoever.
1 Exhibit (99) Eastman Kodak Company and Subsidiary Companies Computation of Pro Forma Ratio of Earnings to Fixed Charges (in millions, except for ratios) Six Months Year Ended Ended June 30, December 31, 2003 2002 Earnings from continuing operations before provision for income taxes $ 108 $ 946 Adjustments: Minority interest in income/(loss) of subsidiaries with fixed charges 8 17 Undistributed loss/(earnings) of equity method investees 23 107 Interest expense 71 173 Interest component of rental expense (1) 27 53 Amortization of capitalized interest 13 28 ------ ------ Earnings as adjusted $ 250 $1,324 ====== ====== Fixed charges: Interest expense 71 173 Interest component of rental expense (1) 27 53 Capitalized interest 1 3 ------ ------ Total fixed charges $ 99 $ 229 Pro forma adjustments: Estimated net increase in interest expense from refinancing 13 25 ------ ------ Total pro forma fixed charges $ 112 $ 254 ====== ====== Pro forma ratio of earnings to fixed charges 2.2x 5.2x (1) Interest component of rental expense is estimated to equal 1/3 of such expense, which is considered a reasonable approximation of the interest factor.