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Eastman Kodak Co – ‘8-K/A’ for 6/30/94

As of:  Friday, 10/21/94   ·   For:  6/30/94   ·   Accession #:  31235-94-22   ·   File #:  1-00087

Previous ‘8-K’:  ‘8-K’ on 10/18/94 for 6/30/94   ·   Next:  ‘8-K’ on 12/5/94 for 11/30/94   ·   Latest:  ‘8-K’ on / for 3/14/24

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  As Of                Filer                Filing    For·On·As Docs:Size

10/21/94  Eastman Kodak Co                  8-K/A:7     6/30/94    1:16K

Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                           11     35K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
3Item 7. Financial Statements and Exhibits
7Discontinued Operations
9Exhibit 10
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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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[Download Table] Eastman Kodak Company and Subsidiary Companies PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS - UNAUDITED 1993 1992 1991 (in millions) 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 ======= ======= =======
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[Download Table] Eastman Kodak Company and Subsidiary Companies PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS - UNAUDITED 1993 1992 1991 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 ======= ======= =======
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[Download Table] Eastman Kodak Company and Subsidiary Companies PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION - UNAUDITED (in millions) December 31, 1993 1992 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 ------- ------- Total current assets 6,857 5,291 ------- ------- 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 ------- ------- TOTAL ASSETS $18,810 $19,038 ======= ======= 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 ------- ------- 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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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) ====== ====== ====== 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

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘8-K/A’ Filing    Date First  Last      Other Filings
12/31/94710-K,  10-K/A,  8-K
Filed on:10/21/9411
10/14/947
10/1/947
9/30/942910-Q
9/26/947
9/6/947
8/29/947
For Period End:6/30/941710-Q,  8-K
6/23/947
5/3/947
12/31/93810-K,  10-K/A
6/15/938
12/31/928
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Filing Submission 0000031235-94-000022   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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