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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): October 10, 2003
Eastman Kodak Company
(Exact name of registrant as specified in its 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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Item 5. Other Events and Regulation FD Disclosure.
On October 10, 2003, the Registrant completed the private
placement of $575 million of 3.375% Convertible Senior Notes due
2033 (the "Securities") to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933. The
Securities were issued under an Indenture dated as of January 1,
1988 between the Registrant and The Bank of New York, as trustee
(the "Trustee"), as supplemented by a First Supplemental Indenture
thereto dated as of September 6, 1991, a Second Supplemental
Indenture thereto dated as of September 20, 1991, a Third
Supplemental Indenture thereto dated as of January 26, 1993, a Fourth
Supplemental Indenture thereto dated as of March 1, 1993 and a Fifth
Supplemental Indenture thereto dated as of October 10, 2003 (as so
supplemented, the "Indenture"). The Registrant is filing as
exhibits to this Current Report on Form 8-K certain agreements
and instruments related to the foregoing transactions, which
documents are listed on the exhibit list under Item 7 of this
Form 8-K.
Item 7. Financial Statements and Exhibits
Exhibit No.
(1) Purchase Agreement, dated October 7, 2003, between
Eastman Kodak Company and Citigroup Global Markets
Inc. and Lehman Brothers Inc., as initial purchasers
and representatives of the several initial purchasers
named in Schedule I thereto, relating to the issue and
sale of the Securities.
(4) I. Resolutions of the Committee of the Board of
Directors of Eastman Kodak Company, adopted on
October 7, 2003, establishing the terms of the
Securities.
J. Fifth Supplemental Indenture, dated October 10, 2003,
between Eastman Kodak Company and The Bank of New York,
as Trustee.
(99) Press release, dated October 8, 2003, announcing the pricing
of the Securities.
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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/ James M. Quinn
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Name: James M. Quinn
Title: Assistant General
Counsel, Secretary
Date: October 10, 2003