View:
As filed with the Securities and Exchange Commission
on July 22, 1997
Registration No. 333-
=====================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
New Jersey 16-0417150
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
343 State Street
Rochester, New York 14650
(716) 724-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------------
JOYCE P. HAAG, ESQ.
Secretary
Eastman Kodak Company
343 State Street
Rochester, New York 14650-0208
(716) 724-4368
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------------
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement
becomes effective.
-----------------------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box: |_|
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than the securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same
offering.|_|
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. |_|
-----------------------------
CALCULATION OF REGISTRATION FEE
============================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ----------------------------------------------------------------------------
Common Stock,
$2.50 par value 1,500,000 $66(1) $99,000,000(1) $30,096
============================================================================
(1) Estimated solely for the purposes of calculating the
registration fee pursuant to Rule 457 based upon the average
of the high and low prices of the Common Stock reported in
the New York Stock Exchange consolidated reporting system on
July 18, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
=====================================================================
[Picture omitted]
PROSPECTUS
[Logo] Eastman Kodak Shares Program
July, 1997
PROGRAM HIGHLIGHTS
-------------------------------------------
Purchase Eastman Kodak Company common
stock with no fees or commissions
-------------------------------------------
Build your investment over time, starting
with as little as $150
-------------------------------------------
Your investment will continue to grow
through automatic reinvestment of dividends
-------------------------------------------
If you wish, you can easily add to your
investment with automatic monthly payments
-------------------------------------------
Invest up to $120,000 per year
-------------------------------------------
Neither the Securities and Exchange Commission nor any state
securities regulators has approved the common stock discussed in
this Prospectus, nor have they determined whether this Prospectus
is accurate or adequate. Any representation to the contrary is a
criminal offense.
- -----------------------------------------
Information about Eastman Kodak Company
- -----------------------------------------
Kodak is the world's largest manufacturer and marketer of imaging
products and has one of the world's most recognized and respected
brand names.
We make photographic films and papers for a wide range of
consumer, entertainment, professional, business, and
health-related uses. We develop, manufacture, and market
traditional and digital cameras, photographic plates and
chemicals, processing and audiovisual equipment, as well as
document management products, applications software, printers,
and other business equipment. We also provide photographic
processing and repair and maintenance services.
Kodak products are sold throughout the world.
Eastman Kodak Company is a publicly traded company and,
therefore, a great deal of information is available.
Here are some of the documents available to help you learn about
the Company:
|_| Annual Report to Shareholders
|_| Proxy Statement
|_| Reports 10-Q and 10-K
You can get copies of these reports and other documents
incorporated by reference in this Prospectus at no charge by
contacting:
LITERATURE & MARKETING SUPPORT
EASTMAN KODAK COMPANY
343 STATE STREET
ROCHESTER, NEW YORK 14650-0532
716-724-2783
Kodak shares are traded on the New York Stock Exchange. Our
ticker symbol is EK.
If you have questions about Eastman Kodak Company, you may visit
our Internet website at http://www.kodak.com. or Kodak's
Investor's Center at http://www.kodak.com/go/shares. You may also
contact:
COORDINATOR, SHAREHOLDER SERVICES
EASTMAN KODAK COMPANY
343 STATE STREET
ROCHESTER, NEW YORK 14650-0520
716-724-5492
2
- -----------------------------------------------------------
A few words about why we are offering this Shares Program
- -----------------------------------------------------------
We designed the Eastman Kodak Shares Program to give investors a
way to systematically and affordably build their ownership
interest in the Company. It is also designed to give our
customers, suppliers and others a simple, convenient and
economical way to become shareholders of Kodak.
Before you decide to invest in Kodak stock, please read this
booklet carefully. If you do invest, please keep this booklet
with your permanent investment records, since it contains
important information about the Program.
If you have questions about the Eastman Kodak Shares Program,
please contact the Program Agent:
BANKBOSTON, N.A.
EASTMAN KODAK SHARES PROGRAM
P.O. BOX 8023
BOSTON, MA 02266-8023
800-253-6057
- -----------------------------
Description of Common Stock
- -----------------------------
DIVIDEND RIGHTS -- Each share of Kodak common stock is entitled
to the same dividend. Dividends are declared by the Board of
Directors and paid by Kodak when the Board of Directors
determines.
VOTING RIGHTS -- Each shareholder is entitled to one vote for
each share held. There are no cumulative voting rights.
Shareholders are entitled to vote on all matters requiring
shareholder approval under New Jersey law and Kodak's Restated
Certificate of Incorporation and By-Laws, and to elect the
members of the Board of Directors. Directors are divided into
three classes. Each class has approximately the same number of
directors. At each annual meeting of the shareholders, directors
are elected for three (3) years and replace the directors whose
terms have expired.
LIQUIDATION RIGHTS -- If the Company is liquidated, shareholders
of common stock are entitled to receive all assets of the Company
which remain after the Company's debts are paid and the holders
of preferred stock are paid.
PREEMPTIVE RIGHTS -- The common stock has no preemptive rights.
There are no provisions for redemption, conversion rights,
sinking funds, or liability for further calls or assessments by
Kodak on the common stock.
3
- -----------------------------------------
A Summary of Important Program Features
- -----------------------------------------
|_| Any investor who wishes to make an initial purchase of Kodak
stock can do so by completing an Enrollment Form and sending
a check or money order (made payable to "BKB-Kodak") to the
Program Agent, BankBoston, N.A.
|_| If you are not already a registered Kodak shareholder,
the initial investment must be at least $150 (in U.S. dollars).
Additional investments can be made at any time with as little as
$50 (in U.S. dollars).
|_| You can also sign up to purchase shares through an automatic,
monthly transfer of $50 or more (in U.S. dollars) from your
bank account.
|_| Your dividends (or any portion you choose) will be
automatically reinvested in Kodak stock.
|_| Each time you invest you will receive a statement that will
show you the status of your account.
|_| If you already own shares of Kodak and have certificates for
them, you can deposit them in the Program.
|_| You do not pay fees or brokerage commissions when you buy
shares through the Program. Please note, however, that the
maximum amount you can invest through the Program is $120,000
(in U.S. dollars) per year, per account.
|_| You can sell some or all of your shares through the Program
Agent for a nominal fee. Or, if you prefer to have complete
control over the timing and price at which you sell, you may
withdraw your shares, at no cost to you, and sell them
through a broker of your choice.
4
- -------------------------------
A Summary of Program Benefits
- -------------------------------
|_| You do not need to be a current Kodak shareholder, nor do
you need to have a broker, in order to participate.
Enrolling in the Program is easy. The Enrollment Form is
designed to guide you through each step and to help you set
up your account in a way that is best for you.
|_| You can start with a relatively small investment, which
will help you diversify your financial assets.
|_| The automatic monthly investment feature can help you add
to your investment over time in a systematic fashion.
|_| Your investment will continue to build through the
automatic reinvestment of your dividends, until you tell us
to stop. Then, your dividends can either be mailed to you
or deposited directly in your bank account.
|_| Keeping track of your account and entering into new
transactions is also easy. The statement includes a form
that will help you make additional investments, sales, or
withdrawals -- all of which may be handled by mail.
|_| You won't have to worry about your Kodak stock certificates
being lost or stolen, wonder where they are, or have to
deliver them when you want to sell.
|_| Because there are no fees or brokerage commissions on
purchases, the entire amount of your investment goes
directly into Kodak stock.
|_| The Program offers you flexibility when you decide to sell
your shares.
5
HERE'S HOW THE PROGRAM WORKS
- ----------------------------
- ------------------------------------
Who May Participate in the Program
- ------------------------------------
All U.S. citizens are eligible to join the Program, whether
or not they are currently shareholders.
Foreign citizens are eligible to participate as long as their
participation would not violate any laws in their home countries.
- ---------------
How to Enroll
- ---------------
You may join the Program at any time by completing an Enrollment
Form and returning it to the Program Agent.
If you are a Kodak shareholder of record (that is, if you own
Kodak stock registered in your name), simply fill out and return
the Enrollment Form to sign up for reinvestment of dividends or
automatic monthly purchases. The Enrollment Form provides for the
purchases of additional shares of common stock through the
following options:
FULL DIVIDEND REINVESTMENT -- The Program Agent will apply all
your dividends (including dividends on fractional shares) to
purchase shares of common stock. You may also make additional
investments in the Program.
PARTIAL REINVESTMENT -- The Program Agent will apply only the
portion of your dividends you designate to purchase shares of
common stock. The balance will be sent to you. You may also make
additional investments in the Program.
ADDITIONAL INVESTMENT -- This option permits you to make
additional investments whether or not you decide to reinvest your
dividends.
You may change your reinvestment option at any time by calling
the Program Agent.
If you do not currently own Kodak stock, or if you wish to
establish a separate account (for example, an account with your
spouse or as a custodian for a minor), fill out the Enrollment
Form and return it to the Program Agent. You must enclose a check
or money order (made payable to "BKB-Kodak") for at least $150
(in U.S. dollars).
If you own shares of Kodak but they are held in the name of a
bank or broker (that is, in "street name"), ask to have your
shares registered in your name. Once this is done, you can enroll
in the Program at any time using the Enrollment Form.
Your participation begins immediately when the Program Agent
receives the signed Enrollment Form. Your Enrollment Form must be
received by the Program Agent by the record date in order for the
chosen portion of any dividends to be reinvested.
6
- -------------------------------------
How Shares Are Purchased and Priced
- -------------------------------------
|_| The Program Agent will buy shares each week, beginning on
Wednesday (or the next business day) on the open market
through registered broker dealers if your funds are received
no later than two (2) business days before that Wednesday.
|_| The purchase price for your shares will be the average price
per share paid by the Program Agent for all purchases made
that week for Program participants.
|_| In weeks in which a dividend is paid, purchases will occur on
the dividend payment date, which may not fall on a Wednesday.
|_| For automatic monthly purchases, the amount will be withdrawn
from your bank account on the 20th of each month, or the next
business day.
|_| For automatic monthly purchases, shares will be purchased
during the last week of the month, beginning on Wednesday of
that week, if your enrollment material is received by the
last business day of the previous month.
|_| The Program Agent will use your investment to purchase as
many full shares as possible and will use any amount
remaining to purchase a fraction of a share (computed to
three (3) decimal places).
- -----------------------
Safekeeping of Shares
- -----------------------
This Program offers you the convenience of depositing your
certificates for safekeeping. To deposit shares of Kodak stock
registered in your name into your Program account, send them to:
BankBoston, N.A.
Eastman Kodak Shares Program
P.O. Box 8023
Boston, MA 02266-8023
DO NOT sign your certificates and, because your stock
certificates are valuable and expensive to replace if lost or
stolen, you should use Registered Mail, insured for 2% of the
market value of the stock.
- -----------------------------------------------------
How to Sell Shares You Acquired Through the Program
- -----------------------------------------------------
You can sell some or all of the shares in your Program account by
providing written instructions to the Program Agent. Each account
statement you receive will have a form for this purpose. You can
also sell your shares by calling the Program Agent.
The Program Agent will sell shares daily. The sale price for your
shares will be the average price per share received by the
Program Agent for all sales made that day for Program
participants. A $10.00 service charge and a brokerage commission
(currently $.10 per share) will be deducted from the sale
proceeds.
Please note that the Program Agent is not able to accept
instructions to sell on a specific day or at a specific price.
----------------------------------------------
PROGRAM AGENT TELEPHONE NUMBER: 800-253-6057
----------------------------------------------
7
If you prefer, you can withdraw shares from the Program, at no
cost to you, and sell them through a broker of your own choosing.
Shares will normally be mailed to you within five (5) business
days of receipt of your instructions.
If you sell a portion of your shares, the Program Agent will
continue to reinvest the dividends on the rest of your shares up
to the amount originally authorized by you.
- -----------------------------------
How to Receive a Stock Certificate
- -----------------------------------
Normally, stock certificates for shares purchased for you under
the Program will not be issued, but shares will be registered in
the name of the Program Agent or its nominee and credited to your
account. However, you may request a stock certificate by calling
the Program Agent. There is no charge for this service. Stock
certificates for fractional shares, however, will not be issued
in any circumstances.
- -------------------------------------------
How to Transfer Some or All of Your Shares
- -------------------------------------------
To transfer some or all of your shares to a third party, call the
Program Agent to request transfer instructions. Once your
completed transfer instructions are received by the Program
Agent, your request will be fulfilled within two (2) business
days. There is no charge for this service.
- ------------------------------------------
How to Stop Participating in the Program
- ------------------------------------------
|_| If you wish to stop reinvesting your dividends, simply call
the Program Agent. The Program Agent must receive your
request at least five (5) business days before the dividend
payment date.
|_| If you wish to stop automatic monthly investments, call the
Program Agent. The Program Agent must receive your request at
least four (4) business days before the withdrawal date for
automatic monthly purchases.
|_| If the request to stop participating is received after these
dates it will be processed after the investment has
occurred.
|_| If you stop participating in the Program you will have the
following options:
CERTIFICATES -- You may request a stock certificate for all
full shares in your account. Any fractional shares will be
converted to cash at the current market price and you will
receive a check for the proceeds of the sale, less service
charges and brokerage commissions.
CERTIFICATES AND CASH -- You may request a certificate for any
portion of your full shares and receive a check for the
proceeds of the sale of the remaining full and fractional
shares, less service charges and brokerage commissions.
CASH -- You may request conversion to cash of all your full
and fractional shares and receive a check for the proceeds of
the sale, less service charges and brokerage commissions.
8
- -----------------------------------------
Arrangement for Meetings of Shareholders
- -----------------------------------------
For any shareholder meeting, you will receive a proxy that covers
all the shares you hold. The proxy allows you to indicate how you
want your shares to be voted. Your shares will be voted only as
you indicate.
- -----------------------------------------------------
Handling of Stock Splits, Rights Offerings and Other
Distributions That Might Arise
- -----------------------------------------------------
If the Company declares a stock split or stock dividend, we will
credit your account with the appropriate number of shares on the
payment date.
In the event of a stock subscription or other offering of rights
to shareholders, you will be entitled to such rights based on the
number of shares credited to your account.
- -----------------
Tax Consequences
- -----------------
All dividends paid to you, whether or not they are reinvested,
are considered taxable income to you in the year they are
received. All brokerage commissions that Kodak pays when you buy
shares through the Program must also be reported as taxable
income to you. The brokerage commissions then become part of your
"cost basis", which you will use in determining your taxable gain
or loss at the time you sell your shares. The total amount of
dividends and brokerage commissions will be reported to you and
to the Internal Revenue Service shortly after the close of each
year.
As required by law, all shares of stock that are sold through the
Program Agent will be reported to the Internal Revenue Service.
Any gain or loss, whether you sell through the Program Agent or
through a broker of your own choosing, should be reported when
you file your income tax return.
Be sure to keep your account statements for income tax purposes.
If you have questions about the tax basis of any transactions,
please consult your own tax advisor.
- ----------
Dividends
- ----------
Eastman Kodak Company normally pays dividends four (4) times a
year, on the first business day of January, April, July and
October, with record dates on the first business day of the
preceding December, March, June and September.
----------------------------------------------
PROGRAM AGENT TELEPHONE NUMBER: 800-253-6057
----------------------------------------------
9
- -------------------
Program Statements
- -------------------
Each time you sell or purchase shares through the Program,
whether by dividend reinvestment, additional investment or
automatic purchases, the Program Agent will send you a statement
showing the status of your account. Each statement includes a
form for additional purchases, sales or withdrawals. You will
also receive each year a statement of brokerage commissions paid
by Kodak on your behalf and dividend income received. You should
retain these statements for income tax purposes.
- -----------------------
Changes to the Program
- -----------------------
We may add to, modify or discontinue the Program at any time. We
will send you written notice of any significant changes.
Upon discontinuance of the Program, we will return to you any
uninvested automatic deductions from your bank account, issue
free of charge a certificate for full shares credited to your
account and pay you in cash for any fractional shares credited to
your account.
- ------------------------------------------------
Responsibilities of Kodak and the Program Agent
- ------------------------------------------------
Neither Kodak nor the Program Agent, BankBoston, N.A., will be
liable for any act, or for any failure to act, as long as they
have made good faith efforts to carry out the terms of the
Program, as described in this Prospectus and on the forms that
accompany each investment or activity.
Participants should recognize that neither Kodak nor the Program
Agent can promise a profit or protect against a loss on the
common stock purchased under the Program.
- --------------
Governing Law
- --------------
New York State law governs the terms and conditions of this
document, the Enrollment Form, and the account statements.
- -----------------------
Additional Information
- -----------------------
We must comply with the Securities and Exchange Act of 1934.
Accordingly, we file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange
Commission (SEC). You may read and copy any reports, proxy
statements or other information we file at the SEC's public
reference rooms, including its public reference room in
Washington D.C. Please call the SEC at 800-SEC-0330 for further
information on its public reference rooms. You may also access
our SEC filings at the SEC's Internet site (http://www.sec.gov).
10
This Prospectus is part of a registration statement on Form S-3
that we filed with the SEC to register the shares offered under
the Program. It does not repeat important information that you
can find in our registration statement, reports and other
documents that we file with the SEC. The SEC allows us to
"incorporate by reference", which means that we can disclose
important information to you by referring you to other documents
which are legally considered to be a part of this Prospectus.
These documents are as follows:
1. Kodak's Annual Report on Form 10-K, as amended, for the year
ended December 31, 1996.
2. Kodak's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
3. Kodak's Proxy Statement dated March 27, 1997.
4. All documents filed by Kodak under Sections 13(a), 13(c), 14
or 15(d) of the Securities and Exchange Act of 1934 after the
date of this Prospectus and prior to the termination of this
offering.
As you read the above documents, you may find some differences in
information from one document to another. If you find
inconsistencies between the documents and this Prospectus, you
should rely on the statements made in the most recent document.
Our SEC filings are also available from our Internet website at
http://www.kodak.com.
You should rely only on the information contained in this
document or incorporated by reference. We have not authorized
anyone to provide you with information that is different.
- ----------------
Use of Proceeds
- ----------------
The Company will not receive any proceeds since all shares will
be purchased for the Program in the open market.
- --------------
Legal Opinion
- --------------
Mr. Gary P. Van Graafeiland, General Counsel and Senior
Vice President of the Company, has passed upon the validity of
the common stock being offered under this Program.
- --------
Experts
- --------
We have incorporated our consolidated financial statements in
this Prospectus by reference to our Annual Report on Form 10-K
for the year ended December 31, 1996, as amended, in reliance on
the report of Price Waterhouse LLP, independent accountants.
Price Waterhouse LLP gave this report on its authority as experts
in auditing and accounting.
----------------------------------------------
PROGRAM AGENT TELEPHONE NUMBER: 800-253-6057
----------------------------------------------
11
[Logo] Eastman Kodak Shares Program
===========================================================
Program Agent:
BankBoston, N.A.
Eastman Kodak Shares Program
P.O. Box 8023
Boston, MA 02266-8023
800-253-6057
NYSE Ticker Symbol: EK
Kodak Internet website address:
http://www.kodak.com
Kodak Investor's Center website address:
http://www.kodak.com/go/shares
12
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration fee.......................... $ 30,096
Accounting fees and expenses.............. -0-
40,900
Legal fees and expenses................... ---------
Total................................ $ 70,996
=========
- -------------------
Item 15. Indemnification.
Section 14A:3-5 of the New Jersey Business Corporation
Act empowers a corporation to indemnify its directors, officers,
and employees against (a) expenses or liabilities in connection
with any proceeding involving such persons by reason of their
being such directors, officers, or employees, other than a
proceeding by or in the right of the corporation, if (i) such
directors, officers, or employees acted in good faith and in a
manner they reasonably believed to be in or not opposed to the
best interests of the corporation and, (ii) with respect to any
criminal proceeding, such directors, officers, or employees had
no reasonable cause to believe their conduct was unlawful, and
(b) expenses in connection with any proceeding by or in the right
of the corporation to procure a judgment in its favor involving
such persons by reason of their being such directors, officers,
or employees if such directors, officers, or employees acted in
good faith and in a manner which they reasonably believed to be
in or not opposed to the best interests of the corporation.
Article 8, Section 2 of the Company's by-laws provides for
indemnification, to the full extent permitted by law, of the
Company's directors, officers, and employees. In addition, the
Company maintains directors and officers liability insurance
insuring its directors and officers against that which they
cannot be indemnified by the Company.
Item 16. Exhibits.
(3)(a) --- Certificate of Incorporation of Eastman Kodak
Company (incorporated by reference to Exhibit 3(A)
to the Annual Report on Form 10-K of Eastman Kodak
Company for the year ended December 31, 1996).
(3)(b) --- By-Laws of Eastman Kodak Company (incorporated by
reference to Exhibit 3(B) to the Annual Report on
Form 10-K of Eastman Kodak Company for the year
ended December 31, 1996).
(5) --- Opinion of Gary P. Van Graafeiland, Esq.
(23)(a) --- Consent of Independent Accountants.
(23)(b) --- Consent of Gary P. Van Graafeiland, Esq.
(included in Exhibit (5)).
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, unless
the information required to be included in such
post-effective
II-1
amendment is contained in a periodic report filed by
Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated
herein by reference;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in
the information set forth in the Registration
Statement, unless the information required to be
included in such post-effective amendment is contained
in a periodic report filed by Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 and incorporated herein by reference; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of Registrant pursuant to the
provisions described in Item 15 above, or otherwise, Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, Registrant will,
unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-2
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM
S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE CITY OF ROCHESTER, STATE OF NEW YORK, ON THE 22ND DAY OF JULY,
1997.
Eastman Kodak Company
By /s/ George M.C. Fisher
__________________________________
George M.C. Fisher
Chairman, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person
whose signature appears below constitutes and appoints each of
Gary P. Van Graafeiland and Joyce P. Haag, acting alone or
together, as such person's true and lawful attorney-in-fact and
agent with full powers of substitution and revocation, for such
person and in such person's name, place, and stead, in any and
all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and to
file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, acting
alone, full power and authority to do and perform each and every
act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON JULY 22, 1997.
Signatures Title
---------- -----
/s/ George M.C. Fisher
______________________________ Chairman, Chief Executive
George M.C. Fisher Officer and Director
/s/ Harry L. Kavetas
______________________________ Chief Financial Officer,
Harry L. Kavetas Executive Vice President
and Director
/s/ David J. FitzPatrick
______________________________ Controller and Vice President
David J. FitzPatrick
/s/ Richard S. Braddock
______________________________ Director
Richard S. Braddock
/s/ Martha Layne Collins
______________________________ Director
Martha Layne Collins
II-3
/s/ Alice F. Emerson
______________________________ Director
Alice F. Emerson
/s/ Roberto C. Goizueta
______________________________ Director
Roberto C. Goizueta
/s/ Paul E. Gray
______________________________ Director
Paul E. Gray
/s/ Karlheinz Kaske
______________________________ Director
Karlheinz Kaske
/s/ John J. Phelan, Jr.
______________________________ Director
John J. Phelan, Jr.
/s/ Laura D'Andrea Tyson
______________________________ Director
Laura D'Andrea Tyson
/s/ Richard A. Zimmerman
______________________________ Director
Richard A. Zimmerman
II-4
EXHIBIT INDEX
Exhibit
Number Page
- ------ ----
(3)(a) Certificate of Incorporation of Eastman Kodak
Company (incorporated by reference to Exhibit
3(A) to the Annual Report on Form 10-K of Eastman
Kodak Company for the year ended December 31, 1996).
(3)(b) By-Laws of Eastman Kodak Company (incorporated by
reference to Exhibit 3(B) to the Annual Report on
Form 10-K of Eastman Kodak Company for the year
ended December 31, 1996).
(5) Opinion of Gary P. Van Graafeiland, Esq.
(23)(a) Consent of Independent Accountants.
(23)(b) Consent of Gary P. Van Graafeiland, Esq.
(included in Exhibit(5)).
Exhibit 5 to Form S-3
July 22, 1997
Eastman Kodak Company
343 State Street
Rochester, New York 14560
Gentlemen:
I am General Counsel and Senior Vice President of Eastman Kodak
Company, a New Jersey corporation ("Kodak").
With respect to the Registration Statement on Form S-3 (the
"Registration Statement") filed today by Kodak with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), relating to shares of Common Stock,
par value $2.50 per share (the "Common Stock") of Kodak that may
be offered for sale from time to time pursuant to the Eastman
Kodak Shares Program, I have examined and relied upon the
originals, or copies certified or otherwise identified to my
satisfaction, of such corporate records, documents, certificates
and other instruments as in my judgment are necessary to enable
me to render the opinion set forth below.
Based on the foregoing, I am of the opinion that the shares of
Common Stock proposed to be offered for sale from time to time
pursuant to the Eastman Kodak Shares Program have been duly
authorized and issued and are fully paid and nonassessable under
the laws of the State of New Jersey.
I hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement and to the reference to me under the
caption Legal Opinion in the Prospectus.
Very truly yours,
/s/ Gary P. Van Graafeiland
------------------------------
GARY P. VAN GRAAFEILAND
General Counsel and Senior Vice President
Exhibit 23(a) to Form S-3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
the Prospectus constituting part of this Registration Statement
on Form S-3 of our report dated January 15, 1997 appearing on
page 12 of Eastman Kodak Company's Annual Report on Form 10-K for
the year ended December 31, 1996. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Rochester, New York
July 22, 1997