UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2005 (January 27, 2005)
EASTMAN CHEMICAL COMPANY
| Delaware (State or other jurisdiction of incorporation) |
1-12626 (Commission File Number) |
62-1539359 (IRS Employer Identification No.) |
| 100 N. Eastman Road, Kingsport, TN (Address of principal executive offices) |
37660 (Zip Code) |
Registrant’s telephone number, including area code: (423) 229-2000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
| Item 7.01 Regulation FD Disclosure | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| EXHIBIT INDEX | ||||||||
| Public Release, dated January 27, 2005 | ||||||||
| Stock Purchase Agreement, dated January 27, 2005 | ||||||||
Item 7.01 Regulation FD Disclosure.
On January 27, 2005, Eastman Chemical Company announced it had entered into an agreement with Danisco A/S, under which Danisco will acquire all of Eastman’s common and preferred shares in Genencor International, Inc, as more fully set forth in the public release filed herewith as Exhibit 99.1. A copy of the Stock Purchase Agreement is filed herewith as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(a)
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Financial Statements of Business Acquired. | |
| Not applicable. | ||
(b)
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Pro Forma Financial Information. | |
| Not applicable. | ||
(c)
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Exhibits. | |
| The following exhibits are filed with this report: |
| Exhibit No. | Exhibit Description | |
99.1
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Public Release, dated January 27, 2005, announcing agreement to sell Eastman Chemical Company’s shares of Genencor International, Inc. common and preferred stock to Danisco A/S. | |
99.2
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Stock Purchase Agreement, dated as of January 27, 2005, by and among Danisco A/S, DH Subsidiary Inc., Eastman Chemical Company, and Eastman Chemical Company Investments, Inc. |
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 CHEMICAL COMPANY | ||||
| By: | /S/ RICHARD A. LORRAINE | |||
Date: January 28, 2005
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
99.1
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Public Release, dated January 27, 2005, announcing agreement to sell Eastman Chemical Company’s shares of Genencor International, Inc. common and preferred stock to Danisco A/S. | |
99.2
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Stock Purchase Agreement, dated as of January 27, 2005, by and among Danisco A/S, DH Subsidiary Inc., Eastman Chemical Company, and Eastman Chemical Company Investments, Inc. |