SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 30, 2007
Eastman Kodak Company
(Exact name of registrant as specified in charter)
New Jersey 1-87 16-0417150
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
343 State Street,
Rochester, New York 14650
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (585) 724-4000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 30, 2007, Eastman Kodak Company ("Kodak"), completed the sale of
its Health Group to an affiliate of Onex Corporation ("Onex"). The
consideration received at closing consisted of $2.35 billion in cash,
pursuant to the terms of the Asset Purchase Agreement, dated as of
January 9, 2007, as amended, between the Company and Onex. Additional
proceeds of up to $200 million are payable if Onex achieves certain
returns from its investment. If Onex investors realize an internal rate
of return in excess of 25% on their investment, Kodak will receive
payment equal to 25% of the excess return, up to $200 million.
The disposition included Kodak's worldwide Health Group operations, which
consists of its medical business, dental business and molecular imaging
systems business (the "Business"). The transaction was structured as an
acquisition by Onex of assets primarily related to the Business and the
stock of certain subsidiaries of Kodak engaged in the Business, as well
as the assumption by Onex of certain liabilities primarily related to the
Business.
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Item 9.01. Financial Statements and Exhibits
(b) Pro Forma Financial Information
The Eastman Kodak Company Unaudited Pro Forma Consolidated Financial
Statements are attached hereto as Exhibit (99.1) and are incorporated
herein by reference.
(d) Exhibits
(99.1) Unaudited Pro Forma Consolidated Financial Statements of Eastman
Kodak Company.
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SIGNATURES
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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 hereunto duly authorized.
EASTMAN KODAK COMPANY
By: /s/ Diane E. Wilfong
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Name: Diane E. Wilfong
Title: Controller
Date: May 4, 2007
EXHIBIT INDEX
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Exhibit No. Description
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(99.1) Unaudited Pro Forma Consolidated Financial Statements of Eastman
Kodak Company.