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As filed with the Securities and Exchange Commission on February 26, 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. 6 - Final Amendment)
------------------------------------
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. 6 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
and 5 (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.
The Offer expired on February 22, 2002. Kodak has accepted for exchange
Current Options to purchase approximately 25,728,667 shares of Common Stock.
Item 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented to add the
following:
The Offer under the Kodak Tender Offer Exchange Program expired at
11:59 P.M. Eastern time (U.S.) on February 22, 2002. Pursuant to the Offer, we
accepted for exchange Current Options to acquire approximately 25,728,667 shares
of Common Stock. On the terms and conditions set forth in the Offer, we will
grant New Options on or about August 26, 2002 (the first business day at least
six months and one day from the Expiration Date). The New Options will be issued
with a grant, or exercise price, equal to the mean between the high and low
trading price of the Kodak Comon Stock on the New York Stock Exchange on the
date the New Options are granted (or as modified to comply with local laws for
New Options granted outside the United States) and otherwise subject to the
terms and conditions of the Offer.
Item 12. EXHIBITS.
Item 12 to Kodak's Schedule TO is hereby amended to add the following
Exhibit, which is filed with this Amendment No. 6 to Schedule TO:
99.16 (a)(1) Notice to employees included in "You and Kodak News", a
regular benefits publication to employees.
99.17 (a)(1) Press Release, dated February 26, 2002 announcing
consummation of the Offer.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information in this Amendment No. 6 to Schedule TO is true, complete
and correct.
EASTMAN KODAK COMPANY
February 26, 2002
By: /s/ Joyce P. Haag
------------------------------
Joyce P. Haag
Secretary
Exhibit 99.16
Notice to employees included in You and Kodak News, a regular benefits
publication to employees.
- --------------------------------------------------------------------------------
Stock Option Exchange Program
Election Deadline:
11:59 p.m., Eastern Time (U.S.)
on February 22, 2002
If you want to participate in the Exchange Program, you must do so
by February 22nd. Elections received after this date will not be accepted.
If you do not want to participate, simply do nothing and
you will keep your current options at their current grant prices.
- --------------------------------------------------------------------------------
STOCK OPTION EXCHANGE PROGRAM RESOURCES
Stock Option Exchange Program Web Site
o On Kodak's Intranet at: hrglobalid.kodak.com
o On the Internet at: www.soep.kodak.com
Available 24-hours a day, 7-days a week, in 10 languages. Easy-to-use site
contains:
o complete details and election materials, and lets you elect online
(ideal for last minute elections!)
o an Exchange Calculator that lets you compare the estimated value of
your current options with the new options
Stock Option Exchange Hotline
o Inside Kodak, KNET: 224-4503
o Toll-Free (U.S. & Canada): 1-866-854-7887
Translation services available.
Hours
Monday, Tuesday & Wednesday
9:00 a.m. - 8:00 p.m., Eastern Time (U.S.)
Thursday & Friday
9:00 a.m. - 5:00 p.m., Eastern Time (U.S.)
Exhibit 99.17
Kodak Announces Expiration of its Option Exchange Program for Employees
ROCHESTER, N.Y., February 26, 2002 - Eastman Kodak Company announced today that
the offer under its employee stock option tender offer exchange program expired
at 11:59 P.M. Eastern time (U.S.) on February 22, 2002. The outstanding current
options properly tendered for exchange by eligible employees have been accepted.
Pursuant to the offer, eligible employees tendered for exchange outstanding
current options to acquire approximately 25,728,667 shares of Common Stock. On
the terms and conditions set forth in the offer, Kodak will grant new options to
those eligible employees on or about August 26, 2002 (the first business day at
least six months and one day from the Expiration Date). The new options will be
issued with a grant (exercise) price equal to the mean between the high and low
trading price of the Kodak Comon Stock on the New York Stock Exchange on the
date the new options are granted (or as modified to comply with local laws for
new options granted outside the United States) and otherwise subject to the
terms and conditions of the Offer.
The option exchange program applied to all outstanding options held by eligible
employees, including the two all-employees grants made in 1998 and 2000, with
respective grant prices of $65.91 and $53.94. The five highest-ranking officers
of the company are excluded from participating in the exchange program.
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.
#
Editor's Note: For additional information about Kodak, visit our web site on the
Internet at: www.kodak.com/