UNITED STATES
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): January 28, 2005 (January 27, 2005)
EASTMAN CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation) | | 1-12626
(Commission File Number) | | 62-1539359
(IRS Employer Identification No.) |
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100 N. Eastman Road, Kingsport, TN
(Address of principal executive offices) | | 37660
(Zip Code) |
Registrant’s telephone number, including area code:(423) 229-2000
(Former name or former address, if changed since last report)
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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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
TABLE OF CONTENTS
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.
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| (a) | | Financial Statements of Business Acquired. |
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| | Not applicable. |
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| (b) | | Pro Forma Financial Information. |
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| | Not applicable. |
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| (c) | | Exhibits. |
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| | The following exhibits are filed with this report: |
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| Exhibit No. | | Exhibit Description |
| 99.1 | | 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. |
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| 99.2 | | 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.
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| | | EASTMAN CHEMICAL COMPANY |
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| | By: | | /S/ RICHARD A. LORRAINE |
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Date: January 28, 2005
EXHIBIT INDEX
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| Exhibit No. | | Exhibit Description |
| 99.1 | | 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. |
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| 99.2 | | 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. |
