----------------------------
OMB APPROVAL
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OMB NUMBER: 3235-0145
EXPIRES: OCTOBER 31, 2002
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE .... 14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EASTMAN COMPANY
----------------------------------------------------
(Name of Issuer)
Common Stock
----------------------------------------------------
(Title of Class of Securities)
277435 10 3
----------------------------------------------------
(CUSIP Number)
Theresa K. Lee
Eastman Chemical Company
100 North Eastman Road
Kingsport, Tennessee 37660
(423) 229-2000
-------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 9, 2001
----------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess. 240.13d-7 for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 6 Pages)
SCHEDULE 13D
CUSIP NO. 277435 10 3 PAGE 2 OF 6 PAGES
---------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eastman Chemical Company
62-1539359
---------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
---------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
---------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,000
---------------------------------------------------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,000
WITH ---------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
---------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
---------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
(SEE INSTRUCTIONS)
---------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
---------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
CO
---------------------------------------------------------------------------------------------------------------------------
2
SCHEDULE 13-D
Item 1. Security and Issuer
Common Stock, $0.01 par value
Eastman Company
Building 280
200 South Wilcox Drive
Kingsport, Tennessee 37660
Item 2. Identity and Background
Name of Reporting Person: Eastman Chemical Company
("Eastman Chemical")
State of Incorporation: Delaware
Principal Business: Global chemical company engaged in the
manufacture and sale of a broad portfolio
of chemicals, plastics, and fibers.
Principal Office Address: 100 North Eastman Road
Kingsport, Tennessee 37660
The attached Schedule I is a list of the directors and executive
officers of Eastman Chemical which contains the following information with
respect to each such person:
(a) name;
(b) business address;
(c) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted; and
(d) citizenship.
During the last five years, neither Eastman Chemical nor, to the best
of Eastman Chemical's knowledge, any person named in Schedule I: (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to such laws.
3
Item 3. Source and Amount of Funds or other Consideration
Eastman Chemical, for consideration of $10.00, purchased from Eastman
Company 1,000 shares of its common stock, par value $0.01 per share (the "Common
Stock"). The funds for the purchase of common stock came from the working
capital of Eastman Chemical.
Item 4. Purpose of Transaction
Eastman Company was formed by, and all of its outstanding shares of
common stock were issued to, Eastman Chemical in connection with the planned
spin-off of Eastman Chemical's coatings, adhesives, specialty polymers and inks,
performance chemicals and intermediates and specialty plastics business
segments, as well as Eastman Chemical's strategic investments, including its
investment in Genencor International, Inc. and ShipChem, Inc. to Eastman
Chemical's stockholders.
On November 7, 2001, Eastman Chemical and Eastman Company entered into
a Distribution Agreement whereby Eastman Chemical has agreed to transfer its
coatings, adhesives, specialty polymers and inks, performance chemicals and
intermediates and specialty plastics business segments, as well as Eastman
Chemical's strategic investments, including its investment in Genencor
International, Inc. and Shipchem, Inc. to Eastman Company, Eastman Company will
authorize and issue shares of the Common Stock to Eastman Chemical, which will
constitute all of the outstanding shares of the Common Stock, and Eastman
Chemical will distribute all of the outstanding shares of the Common Stock on a
pro-rata basis to its stockholders (the "Distribution"). In preparation for the
Distribution, Eastman Chemical plans to make specified changes to Eastman
Company's Certificate of Incorporation and the composition of its Board of
Directors. Assuming the Distribution is approved by Eastman Chemical's
stockholders, the Distribution is scheduled to occur at the end of December
2001.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Eastman Chemical is deemed to beneficially own
1,000 shares, or 100%, of the Common Stock. Eastman Chemical has the sole power
to dispose of or direct the disposition of all 1,000 shares of the Common Stock.
No executive officer or director of Eastman Chemical beneficially owns
any shares of Common Stock nor have any transactions in the Common Stock been
effected in the past 60 days by Eastman Chemical or by any executive officer or
director of Eastman Chemical. In addition, no other person is known by Eastman
Chemical to have the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
See Item 4 above.
4
Item 7. Material to be Filed as Exhibits
2.1 Distribution Agreement by and between Eastman Chemical Company
and Eastman Company, dated as of November 7, 2001
(incorporated by reference to exhibit 2.1 to the Eastman
Company Registration Statement on Form 10 declared effective
on November 9, 2001, File No. 1-16679).
[SIGNATURE ON FOLLOWING PAGE]
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 19, 2001
EASTMAN CHEMICAL COMPANY
/s/ Theresa K. Lee
--------------------------------------------
Name: Theresa K. Lee
Title: Secretary and General Counsel
6
SCHEDULE I
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF EASTMAN CHEMICAL COMPANY
Unless otherwise indicated, the business address of each director and
executive officer is 100 North Eastman Road, Kingsport, Tennessee 37660.
NAME & ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
-------------- -------------------- -----------
Earnest W. Deavenport, Jr......... Chairman of the Board of Directors and United States
Chief Executive Officer of Eastman
Chemical Company
J. Brian Ferguson.................... President, Chemicals Group of United States
Eastman Chemical Company
Allan R. Rothwell................... President, Polymers Group of United States
Eastman Chemical Company
Dr. James L. Chitwood............. Senior Vice President, Corporate United States
Strategy and Chief Technology Officer
of Eastman Chemical Company
James P. Rogers..................... Senior Vice President and Chief United States
Financial Officer of Eastman Chemical
Company
Betty W. DeVinney................. Vice President, Communications United States
and Public Affairs of Eastman Chemical
Company
Theresa K. Lee....................... Vice President, General Counsel United States
and Secretary of Eastman Chemical
Company
Roger K. Mowen, Jr................. Vice President, Global Customer United States
Services Group and Chief Information
Officer of Eastman Chemical Company
B. Fielding Rolston................ Vice President, Human Resources and United States
Quality of Eastman Chemical
Company
7
Garland S. Williamson.............. Vice President, Worldwide Operations United States
and Chief Health, Safety and
Environmental Officer of Eastman
Chemical Company
Mark W. Joslin....................... Vice President and Controller of United States
Eastman Chemical Company
R. Jesse Arnelle...................... Of Counsel to Womble, Carlyle, United States
Sandridge and Rice, a law firm whose
address is Post Office Drawer 84, 200
West Second St., Winston-Salem,
North Carolina 27101
Dr. John A. White.................... Chancellor and Distinguished Professor United States
of Industrial Engineering at the
University of Arkansas, Fayetteville,
Arkansas 72701
Peter M. Wood........................ Private Investor United States
Calvin A. Campbell, Jr............. Chairman of the Board, President and United States
Chief Executive Officer of Goodman
Equipment Corporation, a designer,
manufacturer and marketer of
underground mining locomotives and
personnel carriers and services and
parts for injection molding machinery,
whose headquarters is located at 5430
W. 70th Place, Bedford Park, Illinois
60638
John W. Donehower................. Senior Vice President and Chief United States
Financial Officer of Kimberly-Clark
Corporation, a manufacturer and
marketer of tissue, personal care and
health care products for personal,
business and industrial uses, whose
headquarters is located at 351 Phelps
Drive, Irving, Texas 75038
Lee Liu................................ Private Investor United States
Jerry E. Dempsey.................... Private Investor United States
8
Donald W. Griffin................... Chairman of the Board, President and United States
Chief Executive Officer of Olin
Corporation, a manufacturer of
chemicals, metals and ammunition,
whose headquarters is located at 501
Merritt 7 P.O. Box 4500, Norwalk,
Connecticut 06851
Marilyn R. Marks.................... Private Investor United States
David W. Raisbeck................. Vice Chairman of Cargill, United States
Incorporated, an agricultural trading
and processing company, whose
headquarters is located at 15407
McGinty Rd., Minnetonka, Minnesota
55391
9
EXHIBIT INDEX
2.1 Distribution Agreement by and between Eastman Chemical Company and
Eastman Company, dated as of November 7, 2001 (incorporated by
reference to exhibit 2.1 to the Eastman Company Registration Statement
on Form 10 declared effective on November 9, 2001, File No. 1-16679).
10