SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
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LASER-PACIFIC MEDIA CORPORATION
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Kodak to Acquire Laser-Pacific Media Corporation,
Offering Expanded Digital Services for TV, Feature Films
HOLLYWOOD, (dateline)--Eastman Kodak Company (NYSE: EK) announced today that it
has entered into an agreement to purchase Laser-Pacific Media Corporation
(Nasdaq NM: LPAC), a leading Hollywood-based post-production company with $31.8
million in revenues in fiscal year 2002. Under terms of the agreement, Kodak
will acquire the outstanding shares of Laser-Pacific at a price of $4.22 per
share. The purchase price, totaling $30.5 million, will be paid in Kodak stock
or cash at Kodak's option. As of March 31, 2003, Laser-Pacific had $3.3 million
in net debt.
Laser-Pacific will operate as a wholly owned subsidiary of Kodak, reporting
to the company's Entertainment Imaging products and services operation. Emory
Cohen, co-founder and president of Laser-Pacific, will lead the subsidiary.
Founded in 1990, Laser-Pacific is well recognized in the Hollywood
entertainment community. A winner of six Emmy(R) awards for outstanding
achievement in engineering development, Laser-Pacific provides a full spectrum
of post-production services for television, home video and motion pictures.
These services include high-quality film processing, state-of-the-art film
transfer, editing, mastering, digital preview services, and DVD compression and
authoring.
The acquisition will allow Kodak to establish a major presence in
television post-production and further extends the company's current digital
services capabilities in the feature film market.
"Our customers have been encouraging us to participate more broadly in the
services business," said Eric Rodli, president, Entertainment Imaging products
and services, and senior vice president, Eastman Kodak Company. "Consistent with
our history of developing hardware and software tools that helped set industry
standards for digital film scanning, recording, and image manipulation, this
acquisition supports our growth strategy of expanding the benefits of film and
making digital technology more useful to customers."
"This is a natural alliance," said Cohen. "There is a mutual commitment to
supporting the creative community by providing products and services which
enable the use of film and digital tools in their highest quality and most
efficient forms. Kodak's depth of technology and global brand presence, combined
with Laser-Pacific's history of innovation, service and operational
<page>
efficiencies, will create a service organization poised to meet the expanding
needs of our industry."
Laser-Pacific and Cinesite, Kodak's visual-effects and digital restoration
and mastering subsidiary, will make up the hub of Kodak's worldwide
entertainment imaging services group led by General Manager Bertrand Decoux.
"The motion picture industry is at a crossroads," Decoux said. "The
convergence of film, digital and hybrid imaging technologies are changing the
way movies are produced and distributed. The acquisition of Laser-Pacific is a
logical combination. By playing a larger role in the service sector, we can
ensure that the support our customers need is both accessible and affordable,
while maintaining high image quality standards and creating work of greater
value."
"This acquisition is consistent with Kodak's commitment to offer a full
array of the highest quality services available in the motion picture and
television industries," Decoux said. "Cinesite London will provide
state-of-the-art digital visual effects, practical effects, and models and
miniatures services, while Cinesite Hollywood and Laser-Pacific will concentrate
on providing high-quality digital mastering and restoration services for feature
films. In addition, Laser-Pacific will continue to provide the episodic
television market with its award-winning post-production services."
"This blending of capabilities will benefit both our customers and our
staff," Cohen said. "We will provide Kodak with unique insights into the needs
of the industry, strong customer relationships, and proven know-how. At the same
time, we will benefit greatly from access to Kodak color science and imaging
technology."
Kodak is the world leader in providing film, digital and hybrid motion
imaging products, services and technology for the television, feature film and
new media industries.
The transaction is subject to the approval of Laser-Pacific's stockholders,
SEC regulatory compliance and certain other customary conditions. The parties
expect that the acquisition will close early in the fourth quarter of 2003.
Kodak does not anticipate that the acquisition will have a material impact on
its earnings.
For more information, visit www.kodak.com/go/motion.
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Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Such statements are based on the current expectations and beliefs of management
of Kodak and Laser-Pacific and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. In particular, the following
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: failure of the transaction to
close due to the failure to obtain regulatory or other approvals; failure of
Laser-Pacific's stockholders to approve the merger; the risk that the Kodak and
Laser-Pacific businesses will not be integrated successfully and anticipated
costs of such integration; failure of the combined company to retain and hire
key executives, technical personnel and other employees; failure of the combined
company to successfully manage its changing relationships with customers and
suppliers; and those risks detailed from time to time in Kodak's reports filed
with the SEC, including the report on Form 10-Q for the period ended March 31,
2003, and Laser-Pacific's periodic reports filed with the SEC, including the
quarterly report on Form 10-Q for the quarterly period ended March 31, 2003.
Additional Information
Laser-Pacific will file a proxy statement describing the proposed merger with
the United States Securities and Exchange Commission (SEC). LASER-PACIFIC
STOCKHOLDERS ARE URGED TO REVIEW THE PROXY STATEMENT AND OTHER INFORMATION TO BE
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These
documents will be available without charge on the SEC's web site at
http://www.sec.gov or from Laser-Pacific's Secretary, Robert McClain at 809
North Cahuenga Boulevard, Hollywood, California 90038, (323) 960-2180. INVESTORS
SHOULD READ THE PROXY STATEMENT CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS. Laser-Pacific and its executive officers and directors may, under SEC
rules, be deemed to be participants in the solicitation of proxies from
stockholders of Laser-Pacific with respect to the transactions contemplated by
the merger agreement. Information regarding such officers and directors is set
forth in Laser-Pacific's Proxy Statement filed with the SEC on April
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29, 2003, relating to its 2003 Annual Meeting of Stockholders, and will be
included in Laser-Pacific's Proxy Statement for its Special Meeting of
Stockholders to be filed with SEC. These documents are or will be available at
the SEC website and from Laser-Pacific as set forth above.
In connection with its proposed acquisition of Laser-Pacific, Kodak may file
with the SEC a Registration Statement on Form S-4 and other documents regarding
the proposed transaction. LASER-PACIFIC'S STOCKHOLDERS ARE URGED TO READ THE
REGISTRATION WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT KODAK, LASER-PACIFIC AND THE MERGER. You may obtain a free
copy of the Registration Statement, when and if it becomes available, and other
documents filed by Kodak with the SEC at the SEC's web site at
http://www.sec.gov. The Registration Statement, if filed with the SEC, and
certain other documents may also be obtained without charge by Laser-Pacific
stockholders by directing a request to: Coordinator, Shareholder Services,
Eastman Kodak Company, 343 State Street, Rochester, New York 14650-0211,
585-724-5492.
For additional information about Kodak, visit Kodak's web site on the Internet
at: http://www.Kodak.com.