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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 30, 1994
EASTMAN KODAK COMPANY
(Exact name of registrant as specified in its charter)
NEW JERSEY 1-87 16-0417150
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
343 STATE STREET, ROCHESTER, NEW YORK 14650
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 716-724-4000
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Item 7(c), which is set forth in its entirety on page 3, is amended by
changing the page reference from 188 to 189.
The Index to Exhibits, which is set forth in its entirety on page 3, is
amended by deleting the reference to "Financial Statement Schedules", and by
deleting paragraph 1, "Pro forma consolidated financial information of Eastman
Kodak Company", and paragraph 2, "Other Information", and by adding revised
paragraph 1, Exhibit 10, Amended and Restated Asset Purchase Agreement among
Eastman Kodak Company and Sterling Winthrop Inc. and Sanofi dated as of
September 30, 1994.
The pro forma consolidated statement of earnings, statement of financial
position and accompanying notes-unaudited, which are set forth in their
entirety on pages 4-8, are amended by changing 1993 Health businesses earnings
(loss) before income taxes from $(165) to $(225), provision (benefit) for
income taxes from (40) to (50), and earnings (loss) before cumulative effect
of changes in accounting principle from $(125) to $(175).
The first page of Exhibit 10, Amended and Restated Asset Purchase Agreement
among Eastman Kodak Company and Sterling Winthrop Inc. and Sanofi dated as of
September 30, 1994, which is set forth in its entirety on page 9, is amended
by adding the words "Exhibit 10".
The fifth page of Exhibit 10, Amended and Restated Asset Purchase Agreement
among Eastman Kodak Company and Sterling Winthrop Inc. and Sanofi dated as of
September 30, 1994, which is set forth in its entirety on page 10, is amended
by changing the page reference for Section 5.13 Sublease Agreement from 145 to
146.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Filed herewith as Exhibit 10, pages 15 to 189 is the Amended and Restated
Asset Purchase Agreement among the Company, Sterling Winthrop Inc. and
Sanofi dated as of September 30, 1994.
Eastman Kodak Company and Subsidiary Companies
Index to Exhibits
Exhibit Number Exhibit Pages
10 Amended and Restated Asset Purchase 15-189
Agreement among Eastman Kodak Company
and Sterling Winthrop Inc. and Sanofi
dated as of September 30, 1994
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<TABLE>
Eastman Kodak Company and Subsidiary Companies
PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS - UNAUDITED
<CAPTION>
1993 1992 1991
(in millions)
<S> <C> <C> <C>
REVENUES
Sales $12,600 $12,900 $12,400
Earnings from equity interests and
other revenues 200 300 200
------- ------- -------
TOTAL REVENUES 12,800 13,200 12,600
------- ------- -------
COSTS
Cost of goods sold 6,600 6,700 6,400
Marketing and administrative expenses 3,400 3,700 3,500
Research and development costs 900 1,000 1,000
Interest expense 150 200 200
Restructuring costs 500 200 1,475
Other charges 200 100 200
------- ------- -------
TOTAL COSTS 11,750 11,900 12,775
------- ------- -------
Earnings (loss) from continuing operations
before income taxes 1,050 1,300 (175)
Provision (benefit) for income taxes from
continuing operations 400 475 (175)
------- ------- -------
Earnings from continuing operations
before extraordinary item and cumulative
effect of changes in accounting principle 650 825 -
Earnings from discontinued operations
before cumulative effect of changes in
accounting principle 17 169 17
------- ------- -------
Earnings before extraordinary item and
cumulative effect of changes in
accounting principle 667 994 17
Extraordinary item (14) - -
------- ------- -------
Earnings before cumulative effect of changes
in accounting principle 653 994 17
------- ------- -------
Cumulative effect of changes in accounting
principle from continuing operations (1,649) 100 -
Cumulative effect of changes in accounting
principle from discontinued operations (519) 52 -
------- ------- -------
Total cumulative effect of changes in
accounting principle (2,168) 152 -
------- ------- -------
NET EARNINGS (LOSS) $(1,515) $ 1,146 $ 17
======= ======= =======
</TABLE>
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<TABLE>
Eastman Kodak Company and Subsidiary Companies
PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS - UNAUDITED
<CAPTION>
1993 1992 1991
<S> <C> <C> <C>
Primary earnings per share from
continuing operations before extraordinary
item and cumulative effect of changes
in accounting principle $ 1.95 $ 2.55 $ -
Primary earnings per share from discontinued
operations before cumulative effect of changes
in accounting principle .07 .51 .05
------- ------- -------
Primary earnings per share before extraordinary
item and cumulative effect of changes in
accounting principle 2.02 3.06 .05
Extraordinary item (.04) - -
------- ------- -------
Primary earnings per share before cumulative
effect of changes in accounting principle 1.98 3.06 .05
------- ------- -------
Cumulative effect of changes in accounting
principle from continuing operations (5.02) .31 -
Cumulative effect of changes in accounting
principle from discontinued operations (1.58) .16 -
------- ------- -------
Total cumulative effect of changes in
accounting principle (6.60) .47 -
------- ------- -------
Primary earnings (loss) per share $ (4.62) $ 3.53 $ .05
======= ======= =======
</TABLE>
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<TABLE>
Eastman Kodak Company and Subsidiary Companies
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION - UNAUDITED
<CAPTION>
(in millions) December 31,
1993 1992
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,635 $ 361
Marketable securities 331 186
Receivables (net of allowances of $92 and $98) 2,817 2,820
Inventories 1,532 1,592
Deferred income tax charges 339 143
Other 203 189
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Total current assets 6,857 5,291
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PROPERTIES
Land, buildings and equipment at cost 11,601 12,082
Less: Accumulated depreciation 6,574 6,562
------- -------
Net properties 5,027 5,520
OTHER ASSETS
Unamortized goodwill (net of accumulated
amortization of $179 and $145) 272 220
Long-term receivables and other noncurrent assets 912 1,107
Deferred income tax charges 393 -
Net assets of discontinued operations 5,349 6,900
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TOTAL ASSETS $18,810 $19,038
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LIABILITIES AND SHAREOWNERS' EQUITY
CURRENT LIABILITIES
Payables $ 2,877 $ 2,425
Short-term borrowings 611 1,683
Taxes-income and other 384 449
Dividends payable 165 163
Deferred income tax credits 16 22
------- -------
Total current liabilities 4,053 4,742
OTHER LIABILITIES
Long-term borrowings 6,727 5,259
Postemployment liabilities 3,491 760
Other long-term liabilities 1,183 1,194
Deferred income tax credits - 526
------- -------
Total liabilities 15,454 12,481
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SHAREOWNERS' EQUITY
Common stock, par value $2.50 per share 948 936
950,000,000 shares authorized; issued
379,079,777 in 1993 and 374,479,114 in 1992
Additional capital paid in or transferred
from retained earnings 213 26
Retained earnings 4,469 7,721
Accumulated translation adjustment (235) (85)
------- -------
5,395 8,598
Less: Treasury stock, at cost 2,039 2,041
48,513,344 shares in 1993 and 48,562,835
shares in 1992
------- -------
Total shareowners' equity 3,356 6,557
------- -------
TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $18,810 $19,038
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</TABLE>
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Notes to Pro Forma Consolidated Statement of Earnings and Consolidated
Statement of Financial Position
DISCONTINUED OPERATIONS
On May 3, 1994, the Company announced its intent to divest the following
non-imaging health businesses: the pharmaceutical and consumer health
businesses of Sterling Winthrop Inc., L&F Products and the Clinical Diagnostics
Division. Beginning with the second quarter of 1994, these businesses are
being reported as discontinued operations with results for prior periods
restated. On June 23, 1994, the Company announced Sanofi has agreed to
acquire the pharmaceutical business of Sterling Winthrop Inc. for $1.675
billion in cash and its interest in the "Over-the-Counter" alliance with
Sterling Winthrop Inc. On October 1, 1994, the Company completed this sale.
On August 29, 1994, the Company announced SmithKline Beecham plc has agreed to
acquire the consumer health business of Sterling Winthrop Inc. for $2.925
billion in cash. On September 6, 1994, the Company announced Johnson & Johnson
has agreed to acquire the Clinical Diagnostics Division for $1.008 billion in
cash. On September 26, 1994, the Company announced Reckitt & Colman plc has
agreed to acquire the worldwide household businesses of L&F Products for
$1.55 billion in cash. On October 14, 1994, the Company announced Forstmann
Little & Co. has agreed to acquire the do-it-yourself products businesses of L&F
Products for $700 million in cash. The Company expects to complete these
transactions upon receipt of regulatory approvals. In addition, as part of the
divestiture, the Company is actively negotiating with potential buyers for its
pharmaceutical research and development facility and anticipates closing dates
for these transactions over the next few months.
As of June 30, 1994, the Company concluded that measurement dates had occurred
for the sales of the non-imaging health businesses. Accordingly, the
financial statement information related to these businesses has been presented
on one line in the Consolidated Statement of Financial Position, "net assets
of discontinued operations", and in the "discontinued operations" section of
the Consolidated Statement of Earnings. The amounts presented for prior
periods have been restated for appropriate comparability. The "net assets of
discontinued operations" represents the assets intended to be sold offset by
the liabilities anticipated to be assumed by potential buyers of these
businesses. The amounts presented in the Consolidated Statement of Earnings
for prior periods have been restated to reflect the allocation of interest
expense from continuing operations to discontinued operations. The allocation
of interest expense was performed by reference to the interest expense on
indebtedness that is anticipated to be repaid from the net proceeds received
from the divestment transactions.
The Company currently does not anticipate an overall loss on the divestment
transactions including income from operations during the phase-out period
which is estimated to end on or about December 31, 1994. Consequently, all
gains estimated at this time will be recognized by the Company at the closing
date of such transactions.
Summarized results of the Health businesses, including an allocation of
interest expense, are as follows:
(in millions) 1993 1992 1991
Sales $3,764 $3,645 $3,551
====== ====== ======
Earnings (loss) before income taxes $ (225) $ (133) $ (272)
Provision (benefit) for income taxes (50) (35) 30
------ ------ ------
Earnings (loss) before cumulative effect
of changes in accounting principle $ (175) $ (98) $ (302)
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Allocated interest expense included in earnings before income taxes was
approximately $450 million for 1993, $450 million for 1992 and $450 million for
1991.
Net assets of the Health businesses as reported in the Consolidated Statement
of Financial Position are comprised of the following:
Dec. 31, Dec. 31,
(in millions) 1993 1992
Current assets $1,164 $1,150
Land, buildings and equipment, net 1,339 1,244
Other assets 4,282 4,403
------ ------
Total assets 6,785 6,797
------ ------
Current liabilities 857 804
Long-term borrowings 126 143
Other liabilities 453 356
------ ------
Total liabilities 1,436 1,303
------ ------
Net assets of discontinued operations $5,349 $5,494
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Total net assets of the Health businesses at December 31, 1993 and December 31,
1992 reflect the expected settlement of intercompany balances.
On June 15, 1993, the Company announced a plan to spin-off its Eastman
Chemical Company operations, which was completed on December 31, 1993.
Summarized results of the Chemicals segment, including an allocation of
interest expense, are as follows:
(in millions) 1993 1992 1991
Earnings before cumulative effect of
changes in accounting principle $192 $267 $319
==== ==== ====
Net assets of the Chemicals segment as reported in the December 31, 1992
Consolidated Statement of Financial Position are $1,406 million.
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Exhibit 10
AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT
among
EASTMAN KODAK COMPANY
and
STERLING WINTHROP INC.
and
SANOFI
Dated as of September 30, 1994
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Section 5.8 Further Assurances . . . . . . . . . . . . . . . . . 132
Section 5.9 Use of Corporate Names . . . . . . . . . . . . . . . 133
Section 5.10 License Agreements . . . . . . . . . . . . . . . . . 134
Section 5.11 Transition Services . . . . . . . . . . . . . . . . . 143
Section 5.12 Supply Agreement . . . . . . . . . . . . . . . . . . 144
Section 5.13 Sublease Agreement . . . . . . . . . . . . . . . . . 146
Section 5.14 Maintenance of Shared Service
Arrangements . . . . . . . . . . . . . . . . . . . 148
Section 5.15 Dental Agreements . . . . . . . . . . . . . . . . . 153
Section 5.16 Insurance . . . . . . . . . . . . . . . . . . . . . . 154
Section 5.17 Closing Asset and Liability Statement . . . . . . . . 156
Section 5.18 Schering Agreement . . . . . . . . . . . . . . . . . 156
Section 5.19 Confidentiality . . . . . . . . . . . . . . . . . . . 156
Section 5.20 Schedules . . . . . . . . . . . . . . . . . . . . . . 160
Section 5.21 Phiso . . . . . . . . . . . . . . . . . . . . . . . . 160
Section 5.22 Subrogation and Related Matters . . . . . . . . . . . 162
ARTICLE VI
CONDITIONS TO CLOSING
Section 6.1 Conditions to the Obligations of Kodak,
Purchaser and Seller . . . . . . . . . . . . . . . . 165
Section 6.2 Conditions to the Obligations of
Purchaser . . . . . . . . . . . . . . . . . . . . . 166
Section 6.3 Conditions to the Obligations of
Kodak and Seller . . . . . . . . . . . . . . . . . . 168
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EASTMAN KODAK COMPANY
(Registrant)
Date October 21, 1994
C. Michael Hamilton, General Comptroller,
Principal Accounting Officer and
Duly Authorized Officer
