= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
As filed with the Securities and Exchange Commission on January 28, 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. 1)
------------------------------------
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
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. 1 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 (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 st forth in the Offer to Exchange, dated January 28, 2002 and the
Election Package (including the Election Form) filed herewith as Exhibit 99.8.
Additional exhibits, consisting of the Change Package (including the Change
Form), the form the Personal Statement for each eligible employee, and the Press
Release, dated January 25, 2002, announcing the approval of the Option Exchange
Program at the Special Meeting of Shareholders, are attached hereto as Exhibits
99.9, 99.10, and 99.11.
Item 12. Exhibits.
Item 12 of the Tender Offer Statement is hereby amended to add a reference to
Exhibits 99.8 through 99.12 which are filed herewith as follows:
Exhibit 99.8 (a)(1) Election Package with Election Information, Election
Instructions and Election Form
Exhibit 99.9 (a)(1) Change Package with Change of Election Information,
Change Instructions and Change Form
Exhibit 99.10 (a)(1) Form of Personal Statement for each eligible employee
Exhibit 99.11 (a)(5) Press Release, dated January 25, 2002 announcing the
approval of the Option Exchange Program at the Special Meeting
of Shareholders
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information in this Amendment No. 1 to Schedule TO is true, complete
and correct.
EASTMAN KODAK COMPANY
Dated: January 28, 2002
By: /s/ Joyce P. Haag
------------------------------
Joyce P. Haag
Secretary
Exhibit 99.8
Page 1 of 8
EASTMAN KODAK COMPANY
STOCK OPTION EXCHANGE PROGRAM
ELECTION PACKAGE
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
11:59 P.M., EASTERN TIME (U.S.)
ON FEBRUARY 22, 2002
UNLESS THE OFFER IS EXTENDED
This Election Package consists of three parts: (1) Election Information; (2)
Election Instructions; and (3) Election Form
ELECTION INFORMATION
To Eastman Kodak Company ("Kodak"):
I have received, read, and understand (i) the Stock Option Exchange Program
Tender Offer Statement dated January 28, 2001 (the "Offer to Exchange"); (ii)
this Election Package; and (iii) the Election Summary Guide (together, as they
may be amended from time to time, constituting the "Offer"), offering to
Eligible Employees who hold stock options to purchase common stock of Eastman
Kodak Company (the "Common Stock") granted under the Eastman Kodak Company 1990
Omnibus Long-Term Compensation Plan, Eastman Kodak Company 1995 Omnibus
Long-Term Compensation Plan, 2000 Omnibus Long-Term Compensation Plan, the Wage
Dividend Plan and/or the Kodak Stock Option Plan (individually an "Option Plan"
and collectively the "Option Plans") the opportunity to exchange those of these
stock options outstanding on the expiration date of the Offer (the "Current
Options") for stock options exercisable at a grant price equal to the mean
between the high and low price at which the Common Stock trades on the New York
Stock Exchange on August 26, 2002, or if the Offer is extended, a later date
which is at least six months and one day following the cancellation of the
Current Options, (the "New Options").
Subject to, and effective upon, Kodak's acceptance for exchange of my Current
Options in accordance with the terms and subject to the conditions of the Offer,
I sell, assign and transfer to, or upon the order of, Kodak all right, title and
interest in and to my Current Options.
I represent and warrant that I have full power and authority to tender my
Current Options and that, when and to the extent that my Current Options are
accepted for exchange by Kodak, my Current Options will be free and clear of all
security interests, liens, restrictions, charges, encumbrances, conditional
sales agreements or other obligations relating to the sale or transfer thereof
(other than pursuant to the applicable instrument of grant) and my Current
Options will not be subject to any adverse claims. Upon request, I will execute
and deliver any additional documents Kodak considers necessary or desirable to
complete the exchange of my Current Options pursuant to the Offer.
I understand and acknowledge that:
(1) My election to participate in the Offer is voluntary. I may tender my
Current Options, but I am not required to tender any of such options in
the Offer. However, if I elect to tender my Current Options, I must
Page 2 of 8
tender all of my Current Options. I am not permitted to make a partial
tender of my Current Options.
(2) All Current Options properly tendered prior to 11:59 P.M., Eastern Time
(U.S.), on February 22, 2002, unless Kodak has extended the period of
time the Offer will remain open (the "Expiration Date"), and not
properly withdrawn, will be canceled in the Offer and exchanged for New
Options, upon the terms and subject to the conditions of the Offer,
including my continued employment and the other conditions described in
the Offer to Exchange.
(3) The New Options will be granted under the same Option Plan as the
Current Options they replace.
(4) Upon Kodak's acceptance of the Current Options for exchange, I
understand that this Election Package will serve as an amendment to the
option agreement(s) covering my Current Options. All New Options will
be subject to the terms and conditions of the Offer, the Option Plan
under which they are granted, and its option agreement, as amended by
this Election Package, under which the related Current Options were
granted.
(5) The New Options I will receive will not be granted until August 26,
2002 or, if the Offer is extended, a later date that is at least six
months and one day following the date of the cancellation of my Current
Options. New Options will only be issued to me if I am employed by
Kodak or a Participating Subsidiary on the date of grant of the New
Options.
(6) The number of New Options to be granted in exchange for Current Options
that are accepted for exchange and canceled in the Offer will be
determined as follows, subject to adjustments for any future stock
splits, stock dividends and similar events, in accordance with the
terms of the applicable Option Plan:
(a) For Current Options granted in 1998 and 2000 under the Kodak Stock
Option Plan, I will receive a New Option to acquire one share of
Common Stock for each one and a half (1.5) shares of Common Stock
subject to the Current Option, and
(b) For all other Current Options, the table below shows the number of
shares of Common Stock subject to the Current Option that I must
exchange for each share of Common Stock subject to the New Option,
based on the Grant Price of the Current Options:
-------------------------------------- ----------------------------
Grant Price of Current Option Exchange Ratio
-------------------------------------- ----------------------------
Less than $37.00 1-for-1
-------------------------------------- ----------------------------
$37 through $57.99 1.5-for-1
-------------------------------------- ----------------------------
$58 through $69.99 2-for-1
-------------------------------------- ----------------------------
$70 through $78.99 2.5-for-1
-------------------------------------- ----------------------------
$79 and higher 3-for-1
-------------------------------------- ----------------------------
Kodak will not issue any New Options exercisable for fractional shares.
Instead, if the exchange conversion yields a fractional amount of
shares, Kodak will round up (.50 or over) or down (.49 or under) to the
nearest whole number of shares with respect to each option.
(7) The New Options will have a grant price equal to mean between the high
and low trading price at which the Common Stock trades on the New York
Page 3 of 8
Stock Exchange on the day the New Options are granted (unless modified
to comply with the tax laws of certain countries outside the United
States).
(8) The original vesting schedule for my Current Options will be applied to
the New Options for which they are exchanged unless otherwise required
by local law outside the United States.
(9) If my employment terminates for any reason, with or without cause and
including death or disability, before the date the New Options are
granted, I will not receive any New Options and my Current Options will
remain canceled.
(10) If I tender my Current Options, they will be irrevocably canceled upon
their acceptance by Kodak on the Expiration Date, and I will have no
rights under the Current Options.
(11) By tendering the Current Options pursuant to the procedure described in
the Offer to Exchange and in the Instructions to this Election Package,
I accept the terms and conditions of the Offer. Kodak's acceptance for
exchange of my Current Options will constitute a binding agreement
between Kodak and me upon the terms and subject to the conditions of
the Offer.
(12) Under certain circumstances set forth in the Offer to Exchange, Kodak
may terminate, amend or suspend the Offer and postpone its acceptance
and cancellation of any Current Options. The Offer is not being made to
Eligible Employees in any country in which the making or acceptance of
the Offer would not comply with local law. No tender of options from
employees resident in such countries will be accepted.
(13) If I choose not to tender my Current Options, all of these options will
remain outstanding in accordance with their terms and retain their
current grant price and vesting schedule.
(14) Kodak has advised me to consult with my own advisors (including my own
tax advisors) as to the consequences of participating or not
participating in the Offer.
(15) I agree to all of the terms and conditions of the Offer as they appear
in the Offer.
(16) All authority in the Election Form will survive my death or incapacity,
and all of my obligations in the Election Form will be binding upon my
heirs, personal representatives, successors and assigns.
(17) Participation in the Offer will not be construed as a right to my
continued employment with Kodak or any of its subsidiaries or
affiliates for any period and my employment with Kodak or any of its
subsidiaries can be terminated at any time by me or Kodak (or one of
Kodak's subsidiaries, as applicable), with or without cause or notice,
subject to the provisions of local law.
(18) The possibility exists that the grant price of my New Options could be
higher than the grant price of my Current Options.
(19) I have a one-time right to change my election to tender my Current
Options and, therefore, withdraw my tendered Current Options under the
Page 4 of 8
Offer, by submitting my change prior to 11:59 P.M., Eastern Time
(U.S.), on February 22, 2002.
(20) Any capitalized term used in this Election Package which is not defined
within this Election Package will have the same meaning for this
Election Package as that given to it in the Offer to Exchange.
(21) The Offer, the Current Options and New Options are not part of normal
or expected compensation or salary for any purposes, including, but not
limited to, calculating any severance, resignation, redundancy, end of
service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments.
(22) I understand that (i) the Offer to Exchange; (ii) this Election
Package; and (iii) the Election Summary Guide contain all of the terms
of the Offer in their entirety, and that I have not relied on any other
documents or oral representations from Kodak or any of its subsidiaries
or affiliates or their respective officers, directors, employees,
representatives or agents in deciding to accept or reject the Offer.
(23) As detailed in the Offer to Exchange, my outstanding stock appreciation
rights (SARs) awarded to me under an Option Plan will be eligible for
the Stock Option Exchange Program on essentially the same terms and
conditions as the Current Options, including the same exchange ratios.
(24) If I hold both Current Options and SARs, my election to participate in
the Offer will include both my Current Options and my SARs, and,
therefore, it is not necessary for me, nor is it possible for me, to
make a separate election for my SARs or for my Current Options.
The Election Form must be completed, signed and dated in the spaces provided. If
the signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or another person acting in a
fiduciary or representative capacity, the signer's full title must be specified
and proper evidence of the authority of such person to act in such capacity must
be submitted with the Election Form.
ELECTION INSTRUCTIONS
1. Delivery of Election Form
To participate in the Offer, your properly completed election must be received
by us no later than 11:59 P.M., Eastern Time (U.S.) on February 22, 2002 (or
such later date and time if we extend the expiration of the Offer). Your
election must be made in one of the following four ways:
o Stock Option Exchange Web Site. You may participate in the Offer by
properly completing the online election form on the Stock Option Exchange
Web Site on: (1) Kodak's Intranet at: hrglobalid.kodak.com; or (2) the
Internet at: www.soep.kodak.com. You will be required to enter your 8-digit
Global ID number and 5-digit Personal Identification Number (PIN) before
you can enter your online election. Your Global ID number is located on
your Stock Option Exchange Program Personal Statement. You should have
received your PIN number via a separate mailing. If you do not receive your
PIN number, contact the Stock Option Exchange Hotline. While all Eligible
Employees can access the Stock Option Exchange Web
Page 5 of 8
Site, use of the online election form in some countries will not be
permitted due to local law.
o Fax. You may participate in the Offer by faxing a properly completed,
signed and dated Election Form to one of the following numbers: inside
Kodak, Knet 271-1227, Toll-Free U.S. & Canada, 1-800-719-3206 or Long
Distance, 1-212-994-0710.
o Intracompany Mail. You may participate in the Offer by mailing a properly
completed, signed and dated Election Form to the following intracompany
address: Digital Document Imaging (SOEP), 1st Floor Building 800, Kodak
Park, Mail Code: 23809.
o Standard Mail. You may participate in the Offer by mailing a properly
completed, signed and dated Election Form in a stamped envelope to the
following address: Digital Document Imaging (SOEP), 460 Buffalo Road,
Rochester, NY 14652-3809 USA.
Only the one-page yellow Election Form of this Election Package is required to
be delivered to Kodak; please do not deliver any of the other pages of the
Election Package.
The method by which you elect to participate in the Offer is at your discretion
and risk, and your election will be considered made only when actually received
by Kodak. If you elect to deliver your signed one page Election Form by standard
mail to the address listed above, Kodak recommends that you use registered mail
with return receipt requested. Delivery by e-mail will not be accepted. In all
cases, you should allow sufficient time to ensure timely delivery.
Kodak will not accept any alternative, conditional or contingent tenders. All
tendering Eligible Employees, by signing the Election Form (or a facsimile of
it), waive any right to receive any notice of the acceptance of that tender,
except as provided for in the Offer to Exchange.
2. Change of Election
You may change your election to participate in the Offer only one time by
submitting your change no later than 11:59 P.M., Eastern Time (U.S.) on February
22, 2002 (or such later date and time if we extend the expiration of the Offer).
You must change your election with respect to all of your tendered Current
Options; you may not change your election with respect to only a portion of your
Current Options. Also, if you change your election, you may not again tender
your Current Options under the Offer
To change your election, Kodak must receive your change in one of the following
four ways:
o Stock Option Exchange Web Site. You may change your election by properly
completing the online change form on the Stock Option Exchange Web Site on:
(1) Kodak's Intranet at: hrglobalid.kodak.com; or (2) the Internet at:
www.soep.kodak.com. You will be required to enter your 8-digit Global ID
number and 5-digit Personal Identification Number (PIN) before you can
enter your online election. Your Global ID number is located on your Stock
Option Exchange Program Personal Statement. You should have received your
PIN number via a separate mailing. If you do not receive your PIN number,
contact the Stock Option Exchange Hotline. While all
Page 6 of 8
Eligible Employee can access the Stock Option Exchange Web Site, use of the
online election form in some countries will not be permitted due to local
law.
o Fax. You may change your election by faxing a properly completed, signed
and dated Change Form to one of the following numbers: inside Kodak, Knet
271-1227, Toll-Free U.S. & Canada, 1-800-719-3206 or Long Distance,
1-212-994-0710.
o Intracompany Mail. You may change your election by mailing a properly
completed, signed and dated Change Form to the following intracompany
address: Digital Document Imaging (SOEP), 1st Floor Building 800, Kodak
Park, Mail Code: 23809.
o Standard Mail. You may change your election by mailing a properly
completed, signed and dated Change Form in a stamped envelope to the
following address: Digital Document Imaging (SOEP), 460 Buffalo Road,
Rochester, NY 14652-3809 USA.
A change in election may not be rescinded and any election of tendered Current
Options that is changed will thereafter not be deemed properly tendered for
purposes of the Offer.
The method by which you change your election to participate in the Offer is at
your discretion and risk, and your change will be considered made only when
actually received by Kodak. If you elect to deliver your Change Form by standard
mail to the address listed above, Kodak recommends that you use registered mail
with return receipt requested. Delivery by e-mail will not be accepted. In all
cases, you should allow sufficient time to ensure timely delivery. Given the
recent mail delays in the United Stated, it is not recommended that you change
your election by either intracompany mail or standard mail if your are located
outside of the United States.
3. Tenders
If you intend to tender your Current Options under the Offer, you must tender
all of your Current Options and SARs, if applicable, that are outstanding on the
Expiration Date. This means that you must tender all options granted to you
under the Option Plans.
4. Signatures on Election Form
If the Election Form is signed as the Eligible Employee who is the holder of the
Current Options, the signature must be made by such employee.
If the Election Form is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to Kodak of the authority of such person so to act
must be submitted with the Election Form.
5. Other Information on the Election Form
In addition to signing and dating the Election Form, you must print your name
and global identification number in the spaces provided unless this information
already appears on the form.
Except to the extent Kodak is required or permitted by law, the information
which you provide for participating in the Offer, and any other information
Page 7 of 8
obtained or provided during the course of your participating in the Offer will
be used solely for the purposes of administration of the Offer.
6. Requests for Assistance or Additional Copies
Any questions or requests for assistance, as well as requests for additional
copies of the Offer of Exchange, this Election Package or the Election Summary
Guide should be directed to the Stock Option Exchange Hotline, Inside Kodak,
Knet: 224-4503; Toll-Free US & Canada: 1-866-854-7887; and Long-Distance:
1-585-724-4503. Copies will be furnished at Kodak's expense.
7. Irregularities
All questions as to the number of Current Options to be accepted for exchange,
and the validity, form, eligibility (including time of receipt) and acceptance
for exchange of any tender of Current Options will be determined by Kodak in its
discretion, which determination will be final and binding on all parties. Kodak
reserves the right to reject any or all tenders of Current Options it determines
not to be in proper form or the acceptance of which may, in the opinion of
Kodak's counsel, be unlawful. Kodak also reserves the right to waive any of the
conditions of the Offer and any defect or irregularity in the tender of any
particular Current Options, and Kodak's interpretation of the terms of the Offer
(including these instructions) will be final and binding to all parties. No
tender of Current Options will be deemed to be properly made until all defects
and irregularities have been cured or waived. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as
Kodak will determine. Neither Kodak nor any other person is or will be obligated
to give notice of any defects or irregularities in tenders, and no person will
incur any liability for failure to give any such notice.
8. Important Tax Information
You should refer to the Offer of Exchange, which contains important tax
information regarding the laws of the country in which you are based. You should
also contact your own tax advisor to determine the tax consequences applicable
to your specific situation.
9. Additional Documents to Read
In addition to this Election Package, you should also carefully read the Offer
of Exchange and the Election Summary Guide before you decide to participate in
the Offer.
Page 8 of 8
KODAK
[GRAPHIC Stock Option Exchange Program
OMITTED] Election Form
- - --------------------------------------------------------------------------------
Name Global ID Number
- - --------------------------------------------------------------------------------
Your election to participate must be received by 11:59 p.m. Eastern Time (U.S.)
Friday, February 22, 2002 (unless the election period is extended by Kodak).
Your election will not be accepted if received after February 22, 2002. You may
make your election by using the Stock Option Exchange web site (Kodak intranet:
hrglobalid.kodak.com or Internet: www.soep.kodak.com), or faxing or mailing this
Election Form. If you wish to change your election to participate in the Stock
Option Exchange Program, you must do so by 11:59 p.m. Eastern Time (U.S.)
Friday, February 22, 2002 by going to the Stock Option Exchange web site or
faxing or mailing the Change Form. If you revoke your election, you will not be
eligible to participate in the Stock Option Exchange Program.
NOTE: This Election Form is only required if you choose to submit your election
by fax or mail.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
ELECTING TO PARTICIPATE
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
By signing this Election Form, I elect to participate in and agree to all of the
terms of the Stock Option Exchange Program (SOEP) as described in the Stock
Option Exchange Tender Offer Statement. I understand and acknowledge that if the
Company accepts my election, I am irrevocably canceling all of my Current
Options as of the end of the election period (February 22, 2001, unless the
election period is extended by the Company). I further understand and
acknowledge that if for any reason I am not employed by the Company or its
subsidiaries on the date of the new grant, I will not receive the New Options
and my Current Options will remain cancelled.
Signature ____________________________________ Date ___________________
- - ---- ---------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SUBMITTING YOUR ELECTION FORM - ONLY SEND THIS PAGE
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
Fax Completed form to: Mail Completed form to:
Inside Kodak, Knet: 271-1227 Intracompany Mail Standard Mail
Toll Free: 1-800-719-3206 Digital Document Imaging (SOEP) Digital Document Imaging (SOEP)
Long Distance: 1-212-994-0710 1/800/KP 460 Buffalo Rd.
Mail Code 23809 Rochester NY 14652-3809
USA
- - ------------------------------------------- ---------------------------------------- -----------------------------------------------
Exhibit 99.9
EASTMAN KODAK COMPANY
STOCK OPTION EXCHANGE PROGRAM
CHANGE PACKAGE
THE WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., EASTERN TIME (U.S.)
ON FEBRUARY 22, 2002 UNLESS THE OFFER IS EXTENDED
This Change Package consists of three parts: (1) Change of Election Information;
(2) Change Instructions; and (3) Change Form.
CHANGE OF ELECTION INFORMATION
To Eastman Kodak Company ("Kodak"):
I have received, read, and understand (i) the Stock Option Exchange Program
Tender Offer Statement dated January 28, 2002 (the "Offer to Exchange"); (ii)
the Election Package; (iii) the Election Summary Guide (together, as they may be
amended from time to time, constituting the "Offer"); and (iv) this Change
Package. I have submitted an election to accept Kodak's offer to exchange all of
my Current Options for New Options. I now wish to change that election and
withdraw my election to participate in the Offer and the tender of my Current
Options. I understand and acknowledge that:
(1) By withdrawing my election to participate in the Offer and the tender of my
Current Options, I will not receive any New Options pursuant to the Offer
and I will keep my Current Options. These Current Options will continue to
be governed by the Option Plan under which they were granted and by the
existing option agreements between Kodak and me.
(2) I can only change my election to participate in the Offer one time. Thus,
if I change my election with respect to the tender of my Current Options, I
may not again tender my Current Options under the Offer.
(3) I must change my election with respect to all of my tendered Current
Options. I may not change my election with respect to only a portion of my
tendered Current Options.
(4) I have read this Change Package and by withdrawing my election to
participate in the Offer and the tender of my Current Options, I understand
that I am bound by the additional terms and conditions in this Change
Package.
(5) Kodak has advised me to consult with my own advisors (including my own tax
advisors) as to the consequences of withdrawing my election to participate
in the Offer and the tender of my Current Options.
(6) All authority in the Change Form will survive my death or incapacity.
(7) Any capitalized term used in this Change Package, which is not defined
within this Change Package, will have the same meaning for this Change
Package as that given to it in the Offer to Exchange.
(8) I understand that (i) the Offer to Exchange; (ii) the Election Package; and
(iii) the Election Summary Guide contain all of the terms of the Offer in
their entirety, and that I have not relied on any other documents, other
than this Change Package, or oral representations from Kodak or any of its
subsidiaries or affiliates or their respective officers, directors,
employees, representatives or agents in deciding to withdraw my election to
participate in the Offer and the tender of my Current Options.
(9) As detailed in the Offer to Exchange, if I hold stock appreciation rights
(SARs) and wish to withdraw my election to participate in the Offer and the
tender of these SARS, I may do so by following the procedures outlined in
this Change Package for the withdrawal of tendered Current Options. If I
hold both Current Options and SARs, my change of election will withdraw the
tender of both my Current Options and my SARs. I may
not make a separate change of election for my SARs or for Current Options.
CHANGE INSTRUCTIONS
1. Delivery of Change Form
You may change your election to participate in the Offer only one time by
submitting your change no later than 11:59 P.M., Eastern Time (U.S.) on February
22, 2002 (or such later date and time if Kodak extends the expiration of the
Offer).
You must change your election with respect to all of your tendered Current
Options; you may not change your election with respect to only a portion of your
Current Options. Also, if you change your election, you may not again tender
your Current Options under the Offer.
To change your election, Kodak must receive your change of election in one of
the following four ways:
o Stock Option Exchange Web Site. You may change your election by properly
completing the online change of election on the Stock Option Exchange Web
Site on: (1) Kodak's Intranet at: hrglobalid.kodak.com; or (2) the Internet
at: www.soep.kodak.com. You will be required to enter your 8-digit Global
ID number and 5-digit Personal Identification Number (PIN) before you can
enter your online change of election. Your Global ID number is located on
your Stock Option Exchange Program Personal Statement. You should have
received your PIN number via a separate mailing. If you do not receive your
PIN number, contact the Stock Option Exchange Hotline. While all Eligible
Employees can access the Stock Option Exchange Web Site, use of the online
change of election in some countries will not be permitted due to local
law.
o Fax. You may change your election by faxing a properly completed, signed
and dated Change Form to one of the following numbers: inside Kodak, Knet
271-1227, Toll-Free U.S. & Canada, 1-800-719-3206 or Long Distance,
1-212-994-0710.
o Intracompany Mail. You may change your election by mailing a properly
completed, signed and dated Change Form to the following intracompany
address: Digital Document Imaging (SOEP), 1st Floor Building 800, Kodak
Park, Mail Code: 23809.
o Standard Mail. You may change your election by mailing a properly
completed, signed and dated Change Form in a stamped envelope to the
following address: Digital Document Imaging (SOEP), 460 Buffalo Road,
Rochester, NY 14652-3809 USA.
A change of election may not be rescinded and any election of tendered Current
Options that is changed will thereafter not be deemed properly tendered for
purposes of the Offer.
The method by which you change your election to participate in the Offer is at
your discretion and risk, and your change will be considered effective only when
actually received by Kodak. If you elect to deliver your Change Form by standard
mail to the address listed above, Kodak recommends that you use registered mail
with return receipt requested. Delivery by e-mail will not be
2
accepted. In all cases, you should allow sufficient time to ensure timely
delivery. Given the recent mail delays in the United Stated, it is not
recommended that you change your election by either intracompany mail or
standard mail if your are located outside of the United States.
2. Signatures on Change Form
Except in accordance with the next sentence, the Change Form must be executed by
the Eligible Employee who tendered the Current Options to be withdrawn. If the
Change Form is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should so indicate when signing, and
submit proper evidence satisfactory to Kodak of the authority of such person so
to act with the Change Form.
3. Other Information on Change Form
In addition to signing and dating the Change Form, you must print your name and
global identification number in the spaces provided unless this information
already appears on the form. Except to the extent Kodak is required or permitted
by law, the information which you provide for withdrawing your acceptance of
participating in the Offer and the tender of your Current Options will be used
solely for the purposes of administration of the Offer.
4. Requests for Assistance or Additional Copies
Any questions or requests for additional copies of the Offer of Exchange or this
Change Package should be directed to the Stock Option Exchange Hotline, Inside
Kodak, Knet: 224-4503; Toll-Free US & Canada: 1-866-854-7887; and Long-Distance:
1-585-724-4503. Copies will be furnished at Kodak's expense.
5. Irregularities
All questions as to the validity, form, eligibility (including time of receipt)
and acceptance of the Change Form will be determined by Kodak in its discretion,
which determination will be final and binding on all parties. Kodak reserves the
right to reject any change of election it determines not to be in proper form or
the acceptance of which may, in the opinion of Kodak's counsel, be unlawful.
Kodak also reserves the right to waive any of the conditions of the Offer and
any defect or irregularity in a change of election, and Kodak's interpretation
of the terms of the Offer and the terms of this Change Package will be final and
binding to all parties. No change of election will be deemed to be properly made
until all defects and irregularities have been cured or waived. Unless waived,
any defects or irregularities in connection with a change of election must be
cured within such time as Kodak will determine. Neither Kodak nor any other
person is or will be obligated to give notice of any defects or irregularities
in a change of election, and no person will incur any liability for failure to
give any such notice.
6. Additional Documents to Read
In addition to this Change Package, you should also carefully read the Offer of
Exchange, the Election Summary Guide and the Election Package before you decide
to withdraw your election to participate in the Offer.
3
KODAK Stock Option Exchange Program
[GRAPHIC Change Form
OMITTED]
- - --------------------------------------------------------------------------------
Name Global ID Number
- - --------------------------------------------------------------------------------
Your change of election to participate in the Stock Option Exchange Program
must be received by 11:59 p.m. Eastern Time (U.S.) Friday, February 22,
2002 (unless the election period is extended by Kodak). Your change in
election will not be accepted if received after this time. If you want to
change your election, you must do so by using the Stock Option Exchange web
site (Kodak intranet: hrglobalid.kodak.com or Internet:
www.soep.kodak.com), where applicable, or faxing or mailing this Change
Form.
IF YOU CHANGE YOUR ELECTION, YOU ARE REVOKING YOUR ELECTION TO PARTICIPATE
IN THE STOCK OPTION EXCHANGE PROGRAM AND WILL NOT AGAIN BE ELIGIBLE TO
PARTICIPATE IN THE PROGRAM.
NOTE: This Change Form is only required if you choose to submit your change
of election by fax or mail.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
CHANGE OF ELECTION
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
I have received, read, and understand (i) the Stock Option Exchange Program
Tender Offer Statement dated January 28, 2002 (the "Offer to Exchange");
(ii) the Election Package; (iii) the Election Summary Guide (together, as
they may be amended from time to time, constituting the "Offer"); and (iv)
the Change Package. I have submitted an election to accept Eastman Kodak
Company's ("Kodak") offer to exchange all of my Current Options for New
Options. I now wish to change that election and withdraw my election to
participate in the Offer and the tender of my Current Options. I understand
that by properly completing, signing, dating and delivering this Change
Form, I will withdraw my election to participate in the Offer and the
tender of my Current Options. By withdrawing my election to participate in
the Offer, I will not receive any New Options pursuant to the Offer and I
will keep my Current Options. These Current Options will continue to be
governed by the Option Plan under which they were granted and by the
existing option agreements between Kodak and me. I understand that I can
only change my election to participate in the Offer one time. THUS, IF I
CHANGE MY ELECTION WITH RESPECT TO THE TENDER OF MY CURRENT OPTIONS BY
PROPERLY SUBMITTING THIS FORM OR ON THE WEBSITE, I MAY NOT AGAIN
PARTICIPATE IN THE OFFER AND TENDER MY CURRENT OPTIONS.
I withdraw my election to participate in the Offer and the tender of my
Current Options.
Signature __________________________________ Date ___________________
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SUBMITTING YOUR CHANGE FORM - ONLY SEND THIS PAGE
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
Fax Completed form to: Mail Completed form to:
Inside Kodak, Knet: 271-1227 Intracompany Mail Standard Mail
Toll Free: 1-800-719-3206 Digital Document Imaging (SOEP) Digital Document Imaging (SOEP)
Long Distance: 1-212-994-0710 1/800/KP 460 Buffalo Rd.
Mail Code 23809 Rochester NY 14652-3809
USA
- - ------------------------------------------- ---------------------------------------- -----------------------------------------------
4
Exhibit 99.10
KODAK
[GRAPHIC OMITTED] Stock Option Exchange Program
Personal Statement
Date Global ID Number
XXXXXXXX
Payroll Code Number
Name Enrollment Deadline
Street Address (or Internal address)
Street Address 2 February 22, 2002
Street Address 3
Street Address 4
City, State, ZIP
Country
We are pleased to provide you with your personalized Stock Option Exchange
Program Statement. This statement provides a listing of your outstanding stock
option grants and should help you with your decision regarding participation in
the Exchange Program. The terms and conditions of the program are described in
the Stock Option Exchange Tender Offer statement.
Grant ID Grant Date Grant Number of Original Vesting Date Expiration Exchange Number of
Type* Current Grant Price Date Ratio New Options
Options
-------------- ----------- --------- ------------- ------------- ------------- ------------ ------------ -------------
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
XXXXXXXX XX/XX/XX XXXXX XXXXXXX $XX.XXXX XX/XX/XX XX/XX/XX XXX XXXXXXX
TOTALS XXXXXXX XXXXXXX
*SO = Stock Options; SAR = Stock Appreciation Rights
Important Notes About This Statement
o This statement was created based on data on file as of 12/21/01. Great care
has been taken in the preparation of this statement. Please verify the
information for accuracy. To the extent there are inconsistencies between
the terms of this statement and the Company's records, the Company's
records will control.
o The number of new options received will be in whole numbers only.
o This statement does not include any options that are scheduled to expire
prior to 08/26/02 as they are not eligible for the Exchange Program.
o If you elect to participate, you must exchange all options.
o The price of the new options will be determined on or about 08/26/02.
o This statement serves as your annual statement you would have received from
Mellon Investors Services and should be saved with your stock option
records.
o Call the Stock Option Exchange Hotline (Knet 224-4503, Toll-Free in U.S. &
Can. 1-866-854-7887, International: 1-585-724-4503) if you have questions.
Exhibit 99.11 [Logo of Eastman Kodak Company] Shareholders approve Stock Option Exchange program January 25, 2002 MORRISTOWN, N.J., Jan. 25 -- At a special meeting of shareholders held here today, Eastman Kodak Company announced that shareholders have voted in favor of a proposed stock option exchange program for its employees. Of the 236 million shares voted, approximately 90% or 213 million shares were voted in favor of the program, while approximately 8% or 19 million shares were voted against. The company has approximately 335,000 shareholders and 291,947,132 shares outstanding. Under the voluntary program, announced last November, Kodak will offer employees a one-time opportunity to exchange stock options they currently hold for new options. The new options are expected to be granted on or about August 26, 2002. The new options will have a grant price equal to the fair market value of Kodak common stock on the new grant date, giving employees the potential for a lower grant price. In most cases, employees will receive fewer options in exchange for their current options. The exchange generally applies to all outstanding options held by employees, including two all-employee grants made in 1998 and 2000. Eligible employees will receive enrollment packages next week and will have until February 22, 2002, in which to make an election to participate. About 61,000 current employees hold options for approximately 32 million shares. The company's board of directors and its five highest-ranking officers are excluded from participating in the exchange program. Using the widely accepted Black-Scholes valuation techniques, options will be exchanged at different rates, depending on the value of the original options. While some will be exchanged on a one-for-one basis, in most cases, the employee will exchange one and one-half to three existing options for a single new one. The program is structured to comply with the Financial Standards Accounting Board guidelines in order to achieve the same accounting treatment as the original option grants.