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As filed with the Securities and Exchange Commission on March 13, 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. 7)
------------------------------------
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: / X /
This Amendment No. 7 amends and supplements the Tender Offer Statement
of Eastman Kodak Company ("Kodak") on Schedule TO, filed with the Securities and
Exchange Commission on January 18, 2002) and amended by Amendment Nos. 1, 2, 3
4, 5 and 6 (the "Tender Offer Statement"), relating to the offer by Kodak to
exchange outstanding employee stock options to purchase common stock, par value
$2.50 per share, issued under the Eastman Kodak Company 1990 Omnibus Long-Term
Compensation Plan, the Eastman Kodak Company 1995 Omnibus Long-Term Compensation
Plan, the Kodak Stock Option Plan, the Wage Dividend Plan and the 2000 Omnibus
Long-Term Compensation Plan, upon the terms and subject to the conditions set
forth in the Offer to Exchange, dated January 28, 2002, as amended.
This Amendment adds as Exhibits the statements to be sent to employees
confirming their activities with respect to the Offer.
Item 12. EXHIBITS.
Item 12 to Kodak's Schedule TO is hereby amended to add the following
Exhibits, which are filed with this Amendment No. 7 to Schedule TO:
99.18 (a)(1) Form of Stock Option Program Confirmation Statement
- Voided Election.
99.19 (a)(1) Form of Stock Option Program Revocation Confirmation
Statement.
99.20 (a)(1) Form of Stock Option Program Election Confirmation
Statement.
99.21 (a)(1) Form of Stock Option Program Revocation Confirmation
Statement.
99.22 (a)(1) Form of Stock Option Program Confirmation Statement
- Voided Election.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information in this Amendment No. 7 to Schedule TO is true, complete
and correct.
EASTMAN KODAK COMPANY
March 13, 2002
By: /s/ Joyce P. Haag
------------------------------
Joyce P. Haag
Secretary
Exhibit 99.18
KODAK
[GRAPHIC STOCK OPTION EXCHANGE PROGRAM
OMITTED] CONFIRMATION STATEMENT--VOIDED ELECTION
March 14, 2002
Jane Employee
KODAK 000 HR Department
Eastman Kodak Company
Rochester, NY 14650-1110
USA
Your election to participate in the Stock Option Exchange Program was VOIDED
because, prior to the close of the election period, you terminated employment,
elected to leave the company or received a notification of termination of
employment. As a result, you are not eligible to participate in the Exchange
Program. In other words, none of your Current Options have been cancelled and
exchanged for New Options. The termination rules of your Current Options will
determine whether you keep them. To check the terms and conditions of your
Current Options, call 877-KSO-4YOU (877-576-4968) or go to the Mellon Investor
Services web site at:
Kodak intranet: hrinfo.kodak.com
Internet: www.melloninvestor.com
If you have any questions regarding this Confirmation Statement, please contact
the Stock Option Exchange Hotline BETWEEN MARCH 18 AND APRIL 5, Monday through
Friday from 8:00 a.m. - 5:00 p.m., Eastern Time (U.S.) at:
Knet (from inside Kodak): Kodak access code + 224-4503
Toll-Free in U.S. & Canada: 1-866-854-7887
Long Distance: 1-716-724-4503
Exhibit 99.19
KODAK
[GRAPHIC STOCK OPTION EXCHANGE PROGRAM
OMITTED] REVOCATION CONFIRMATION STATEMENT
March 14, 2002
XXX XXXXXXXX
Jane Employee
KODAK 000 HR Department
Eastman Kodak Company
Rochester, NY 14650-1110
USA
This statement confirms that you REVOKED your election to participate in the
Stock Option Exchange Program and, therefore, will keep your Current Options
under the terms and conditions under which they were granted. In other words,
you will not participate in the program and, therefore, none of your Current
Options have been cancelled and exchanged for New Options. To check the terms
and conditions of your Current Options, call 877-KSO-4YOU (877-576-4968) or go
to the Mellon Investor Services web site at:
Kodak intranet: hrinfo.kodak.com
Internet: www.melloninvestor.com
If you do not agree with this Confirmation Statement, please contact the Stock
Option Exchange Hotline BETWEEN MARCH 18 AND APRIL 5, Monday through Friday from
8:00 a.m. - 5:00 p.m., Eastern Time (U.S.) at:
Knet (from inside Kodak): Kodak access code + 224-4503
Toll-Free in U.S. & Canada: 1-866-854-7887
Long Distance: 1-716-724-4503
Exhibit 99.20
KODAK
[GRAPHIC STOCK OPTION EXCHANGE PROGRAM
OMITTED] ELECTION CONFIRMATION STATEMENT
March 14, 2002
XXX XXXXXXXX
Jane Employee
KODAK 000 HR Department
Eastman Kodak Company
Rochester, NY 14650-1110
USA
This statement confirms that Eastman Kodak Company has accepted your tendered
Current Options in exchange for New Options to be granted on or about August 26,
2002. It also confirms that all of your Current Options were cancelled on
February 23, 2002. Thus, you have no further right or entitlement to purchase
any shares of common stock pursuant to the terms of these cancelled Current
Options.
This statement lists your cancelled Current Options and the New Options that
will be granted to you on or about August 26, 2002 under the terms and
conditions of the Stock Option Exchange Program Tender Offer Statement (the
"Offer to Exchange"). All New Options will have a grant price equal to the fair
market value of Kodak's common stock on the new grant date. The year-end
statement you receive from Mellon Investor Services next January will show the
new grant price. As explained in the Offer to Exchange, you must remain an
employee until the date the New Options are granted to receive the New Options.
If you do not remain an employee through this date, you will not receive any New
Options or any other consideration for your cancelled Current Options.
If you do not agree with this Confirmation Statement, please contact the Stock
Option Exchange Hotline BETWEEN MARCH 18 AND APRIL 5 at Knet from inside Kodak:
Kodak access code + 224-4503; Toll-Free in U.S. & Can:1-866-854-7887; or Long
Distance: 1-716-724-4503. Representatives will be available Monday through
Friday from 8:00 a.m. - 5:00 p.m., Eastern Time (U.S.)
GRANT NUMBER OF NUMBER OF NEW EXPIRATION
GRANT ID TYPE* CANCELLED OPTIONS OPTIONS VESTING DATE DATE
- -------- ------ ------------------- -------------- --------------- ----------
Exhibit 99.21
KODAK
[GRAPHIC STOCK OPTION EXCHANGE PROGRAM
OMITTED] REVOCATION CONFIRMATION STATEMENT
March 14, 2002
XXX XXXXXXXX
Jane Employee
KODAK 000 HR Department
Eastman Kodak Company
Rochester, NY 14650-1110
USA
This statement confirms that you REVOKED your election to participate in the
Stock Option Exchange Program and, therefore, will keep your Current Options
under the terms and conditions under which they were granted. In other words,
you will not participate in the program and, therefore, none of your Current
Options have been cancelled and exchanged for New Options. To check the terms
and conditions of your Current Options, call 877-KSO-4YOU (877-576-4968) or go
to the Mellon Investors Services web site at:
Kodak intranet: hrinfo.kodak.com
Internet: www.melloninvestor.com
If you do not agree with this Confirmation Statement, please contact the Stock
Option Exchange Hotline BETWEEN MARCH 18 AND APRIL 5 at:
Knet (from inside Kodak): Kodak access code + 224-4503
Toll-Free in U.S. & Canada: 1-866-854-7887
Long Distance: 1-716-724-4503
Exhibit 99.22
KODAK
[GRAPHIC STOCK OPTION EXCHANGE PROGRAM
OMITTED] CONFIRMATION STATEMENT--VOIDED ELECTION
March 14, 2002
Jane Employee
KODAK 000 HR Department
Eastman Kodak Company
Rochester, NY 14650-1110
USA
Your election to participate in the Stock Option Exchange Program was VOIDED
because you either terminated employment, elected to leave the company or
received a notification of termination of employment. As a result, you are not
eligible to participate in the Exchange Program. In other words, none of your
Current Options have been cancelled and exchanged for New Options. The
termination rules of your Current Options will determine whether you keep them.
To check the terms and conditions of your Current Options, call 877-KSO-4YOU
(877-576-4968) or go to the Mellon Investors Services web site at:
Kodak intranet: hrinfo.kodak.com
Internet: www.melloninvestor.com
If you have any questions regarding this Confirmation Statement, please contact
the Stock Option Exchange Hotline BETWEEN MARCH 18 AND APRIL 5 at:
Knet (from inside Kodak): Kodak access code + 224-4503
Toll-Free in U.S. & Canada: 1-866-854-7887
Long Distance: 1-716-724-4503