As filed with the Securities and Exchange Commission
on January 23, 1996
Registration No. 33-64453
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Eastman Kodak Company
(Exact name of registrant as specified in its charter)
New Jersey 16-0417150
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
343 State Street
Rochester, New York 14650
(716) 724-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------
JOYCE P. HAAG, ESQ.
Secretary
Eastman Kodak Company
343 State Street
Rochester, New York 14650-0208
(716) 724-4368
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of correspondence to:
Joyce P. Haag, Esq. Allan G. Sperling, Esq.
Eastman Kodak Company Cleary, Gottlieb, Steen & Hamilton
343 State Street One Liberty Plaza
Rochester, New York 14650-0208 New York, New York 10006
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Approximate date of commencement of proposed
sale to the public:
From time to time after the effective date of this Registration
Statement as determined by market conditions.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box: / /
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than the securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. /x/
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number
of the earlier effective registration statement for the same
offering. / /
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. / /
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
=================================================================
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JANUARY 23, 1996
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PROSPECTUS
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Eastman Kodak Company
7,354,316 shares of Common Stock, par value $2.50 per share
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This Prospectus covers the resale of up to 7,354,316 shares
of common stock, par value $2.50 per share (the "Common Stock"),
of Eastman Kodak Company, a New Jersey corporation ("Kodak" or
the "Company"), by the Kodak Retirement Income Plan (the "Selling
Stockholder" or the "Retirement Income Plan"). The Selling
Stockholder may offer the Common Stock for sale from time to time
at prices and on terms to be determined at or prior to the time
of sale.
The Common Stock may be sold by the Selling Stockholder from
time to time directly to purchasers, through agents or dealers,
or to or through underwriters or a group of underwriters. See
"Plan of Distribution." If required, the names of any such
agents or underwriters involved in the sale of the Common Stock
in respect of which this Prospectus is being delivered and the
applicable agent's commission, dealer's purchase price or
underwriter's discount, if any, will be set forth in an
accompanying supplement to this Prospectus (the "Prospectus
Supplement"). Any Prospectus Supplement will set forth, among
other matters, the number of shares of Common Stock being offered
pursuant to such Prospectus Supplement, the terms of the offering
and sale of such Common Stock, the initial offering price and the
net proceeds to the Selling Stockholder from the sale thereof.
The Selling Stockholder will receive all of the net proceeds
from the sale of the Common Stock and will pay all underwriting
discounts and selling commissions, if any, applicable to any such
sale. The Company is responsible for payment of all other
expenses incident to the offer and sale of the Common Stock. The
Selling Stockholder and any dealers, agents or underwriters that
participate in the distribution of the Common Stock may be deemed
to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any commission
received by them and any profit on the resale of the Common Stock
purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. See "Plan of Distribution"
for a description of indemnification arrangements.
The Common Stock is listed in the United States on the New
York Stock Exchange (the "NYSE") under the symbol EK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1996.
No dealer, salesman or other person has been authorized
to give any information or to make any representation not
contained in this Prospectus or any accompanying Prospectus
Supplement and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Company, the Selling Stockholder or any underwriter,
dealer or agent. This Prospectus and any accompanying Prospectus
Supplement do not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction.
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AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and, in accordance therewith, files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning the Company may be
inspected and copied at the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates, and at the Commission's regional offices in New
York (7 World Trade Center, 13th Floor, New York, New York 10048)
and Chicago (Suite 1400, Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661-2511). Reports, proxy statements
and other information concerning the Company also may be
inspected at the offices of The New York Stock Exchange, Inc., 11
Wall Street, New York, New York 10005. This Prospectus does not
contain all the information set forth in the Registration
Statement, of which this Prospectus is a part, and Exhibits
thereto which the Company has filed with the Commission under the
Securities Act and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following reports, which were filed by the Company
(Commission File No. 1-87) with the Commission under the Exchange
Act, are incorporated in this Prospectus by reference:
(1) Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A dated May 1, 1995;
and
(2) Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995, and September 30, 1995.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Common Stock shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from
the date of filing of such documents.
Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus and to be a part hereof from
the date of filing of such documents.
Any person receiving a copy of this Prospectus,
including any beneficial owner of Common Stock, may obtain
without charge, upon oral or written request, a copy of any of
the documents incorporated by reference herein, except for the
exhibits to such documents which are not specifically
incorporated by reference into such documents. Written requests
should be mailed to Joyce P. Haag, Secretary, Eastman Kodak
Company, 343 State Street, Rochester, New York 14650-0208.
Telephone requests may be directed to Ms. Haag at (716) 724-4368.
THE COMPANY
Kodak is engaged primarily in developing,
manufacturing, and marketing consumer and commercial imaging
products.
The products of the consumer imaging segment are used
for capturing, recording or displaying a consumer originated
image. Kodak manufactures and markets various components of
imaging systems. For amateur photography, Kodak supplies films,
photographic papers, processing services, photographic chemicals,
cameras and projectors.
The commercial imaging segment consists of businesses
that serve the imaging and information needs of commercial
customers. Products in this segment are used to capture, store,
process and display images and information in a variety of forms.
Kodak products for the commercial imaging segment include films,
photographic papers, photographic plates, chemicals, processing
equipment and audiovisual equipment, as well as copiers, graphic
arts films, microfilm products, applications software, printers
and other business equipment and service agreements to support
these products. These products serve professional
photofinishers, professional photographers, customers in the
healthcare industry, customers in motion picture, television,
commercial printing and publishing, office automation and
government markets.
Kodak's principal executive offices are located at 343
State Street, Rochester, New York 14650 (telephone (716) 724-
4000).
USE OF PROCEEDS
The Company will not receive any proceeds from the sale
of the Common Stock offered hereby.
DESCRIPTION OF THE COMMON STOCK
The following is a brief description of the Common
Stock.
Dividend Rights
Each share of the Common Stock ranks equally with all
other shares of Common Stock with respect to dividends.
Dividends may be declared by the Board of Directors and paid by
Kodak at such times as the Board of Directors determines, all
pursuant to the provisions of the New Jersey Business Corporation
Act.
Voting Rights
Each holder of Common Stock is entitled to one vote per
share of such stock held. The Common Stock does not have
cumulative voting rights. Holders of Common Stock are entitled
to vote on all matters requiring shareholder approval under New
Jersey law and Kodak's Restated Certificate of Incorporation and
By-Laws, and to elect the members of the Board of Directors.
Directors are divided into three classes, each such class, as
nearly as possible, having the same number of directors. At
each annual meeting of the shareholders, the directors chosen to
succeed those whose terms have then expired shall be identified
as being of the same class as the directors they succeed and
shall be elected by the shareholders for a term expiring at the
third succeeding annual meeting of the shareholders.
Liquidation Rights
Holders of Common Stock are entitled on liquidation to
receive all assets which remain after payment to creditors and
holders of preferred stock.
Preemptive Rights
Holders of Common Stock are not entitled to preemptive
rights. There are no provisions for redemption, conversion
rights, sinking funds, or liability for further calls or
assessments by Kodak with respect to the Common Stock.
SELLING STOCKHOLDER
All of the shares of Common Stock that may be offered
hereby from time to time will be owned and offered by or on
behalf of the Retirement Income Plan. The Kodak Retirement
Income Plan Committee (the "Committee") is the named fiduciary of
the Retirement Income Plan pursuant to the provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA").
The Retirement Income Plan, created in 1928, is a tax-
qualified, defined benefit pension plan for virtually all U.S.
employees of Kodak. Retirement income benefits are based upon an
individual's "average participating compensation," which is the
average of three years of those earnings described in the
Retirement Income Plan as "participating compensation." For an
employee with up to 35 years of accrued service, the annual
normal retirement income benefit is computed by multiplying the
number of years of accrued service by the sum of (a) 1.3% of
"average participating compensation" ("APC") for the employee's
final three years, plus (b) 0.3% of APC in excess of the average
Social Security wage base for the employee's final three years.
For an employee with more than 35 years of accrued service, the
amount computed above is increased by 1% for each year in excess
of 35 years. The retirement income benefit is not subject to any
deductions for Social Security benefits or other offsets.
Officers are entitled to benefits on the same basis as other
employees. The normal form of benefit is an annuity, but a lump
sum payment is available as an option for benefits accrued prior
to January 1, 1996.
Under ERISA and the Internal Revenue Code, the
Retirement Income Plan is permitted to invest up to 10% of its
assets in qualifying employer securities, including shares of
Common Stock issued by Kodak. Between November 17, 1995 and
December 18, 1995 (inclusive), Kodak contributed shares of Common
Stock to the Retirement Income Plan in lieu of current and
certain future cash contributions. The Committee, on behalf of
the Retirement Income Plan and consistent with its
responsibilities under ERISA and the Internal Revenue Code,
decided to accept the contribution. Kodak decided to contribute
the shares of Common Stock because it believed the investment
would be an appropriate investment for, and would improve the
funding position of, the Retirement Income Plan.
The Committee appointed The Bank of New York (together
with any successor, the "Investment Manager") to serve as an
investment manager for the Retirement Income Plan with respect to
the management and disposition of all of the shares of Common
Stock held by the Retirement Income Plan in a separate investment
fund (the "Fund") pursuant to a Management Agreement dated
November 14, 1995 between the Committee and the Investment
Manager (the "Management Agreement").
The Investment Manager has responsibility to manage the
shares of Common Stock held by the Retirement Income Plan in the
Fund in accordance with and subject to ERISA and the Management
Agreement. The Investment Manager has the authority and
discretion to cause the Retirement Income Plan to retain such
shares or sell all or any portion thereof from time to time as it
may deem appropriate, and to direct the voting of and the
exercise of all other rights relating to such shares.
As of September 30, 1995, the Retirement Income Plan
did not have beneficial ownership of any shares of Common Stock.
Between November 17, 1995 and December 18, 1995 (inclusive),
Kodak contributed 7,354,316 shares of Common Stock to the
Retirement Income Plan having an aggregate value of $499,999,237
at the time of their contribution. All shares of Common Stock
contributed by Kodak to the Retirement Income Plan were treasury
shares of Kodak prior to their contribution. Such shares
represent approximately 2.1% of the shares of Common Stock
outstanding as of September 30, 1995 (not including such shares).
Kodak will not receive any of the proceeds of the sale
of any of the shares of Common Stock offered hereby. All of such
proceeds will be for the account of the Selling Stockholder and
for the benefit of employees and retirees and their beneficiaries
participating in the Retirement Income Plan.
PLAN OF DISTRIBUTION
The Selling Stockholder may sell the Common Stock from
time to time in one or more transactions inside and/or outside
the United States (i) through underwriters, (ii) through dealers,
(iii) through brokers or agents or (iv) directly to purchasers.
If the sale of Common Stock by the Selling Stockholder requires a
Prospectus Supplement, any such Prospectus Supplement with
respect to the Common Stock being offered thereby will set forth
the terms of the offering of such Common Stock, including the
names of any underwriters, dealers or agents involved in the sale
of such Common Stock, the aggregate number of shares of Common
Stock to be sold and any applicable commissions or discounts.
The net proceeds to the Selling Stockholder also will be set
forth in any such Prospectus Supplement.
If underwriters are used in the sale, the Common Stock
being sold will be acquired by the underwriters for their own
account and distribution of the Common Stock by such underwriters
may be effected from time to time in one or more transactions at
a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Unless
otherwise set forth in any Prospectus Supplement with respect to
the sale of the Common Stock being offered thereby, the
obligations of the underwriters to purchase such Common Stock
will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all such Common Stock
if any of such Common Stock is purchased. The initial public
offering price of any shares of Common Stock and any discounts or
concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If dealers are used in the sale, unless otherwise
indicated in any Prospectus Supplement with respect to the sale
of the Common Stock being offered thereby, the Selling
Stockholder will sell such Common Stock to the dealers as
principals. The dealers may then resell such Common Stock to the
public at varying prices to be determined by such dealers at the
time of resale.
Common Stock may also be sold through brokers or agents
designated by the Selling Stockholder from time to time or
directly by the Selling Stockholder. Unless otherwise indicated
in any Prospectus Supplement sales through a broker will be in
ordinary brokerage transactions in which customary commissions
will be paid and sales through any other agent will be on a best
efforts basis for the period of the agent's appointment.
The Selling Stockholder and any underwriters, dealers
or agents that participate in the distribution of Common Stock
may be deemed to be "underwriters" within the meaning of the
Securities Act and any profit on the sale of such Common Stock
and any discounts, commissions, concessions or other compensation
received by any such underwriter, dealer or agent may be deemed
to be underwriting discounts and commissions under the Securities
Act.
Underwriters, dealers and agents who participate in the
distribution of the Common Stock may be entitled under agreements
entered into with the Company to indemnification by the Company
against certain civil liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments
which the underwriters, dealers or agents may be required to make
in respect thereof. Underwriters, dealers and agents may be
customers of, engage in transactions with, or perform services
for, the Company and/or the Selling Stockholder in the ordinary
course of business.
To comply with the securities laws of certain
jurisdictions, if applicable, the Common Stock will be offered or
sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain jurisdictions the
Common Stock may not be offered or sold unless it has been
registered or qualified for sale in such jurisdictions or any
exemption from registration or qualification is available and is
complied with.
Pursuant to the Registration Rights Agreement dated as
of November 17, 1995, by and between Eastman Kodak Company and
The Bank of New York as Investment Manager for the Kodak
Retirement Income Plan, all expenses of the registration of the
Common Stock will be paid by the Company, including, without
limitation, Commission filing fees and expenses of compliance
with state securities or "blue sky" laws; provided, however, that
the Selling Stockholder will pay all underwriting discounts and
selling commissions, if any. The Selling Stockholder will be
indemnified by the Company against certain civil liabilities,
including certain liabilities under the Securities Act, or will
be entitled to contribution in connection therewith.
LEGAL OPINIONS
The validity of the Common Stock will be passed upon
for the Company by Gary P. Van Graafeiland, its Senior Vice
President and General Counsel.
EXPERTS
The consolidated financial statements incorporated in
this Prospectus by reference to the Annual Report on Form 10-K
for the year ended December 31, 1994, as amended by Form 10-K/A
dated May 1, 1995, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration fee $193,815
Accounting fees and expenses 5,000*
Legal fees and expenses 7,500*
Blue sky fees and expenses 3,000*
Miscellaneous 2,685*
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Total $212,000
========
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* Estimated.
Item 15. Indemnification.
Section 14A:3-5 of the New Jersey Business Corporation
Act empowers a corporation to indemnify its directors, officers,
and employees against (a) expenses or liabilities in connection
with any proceeding involving such persons by reason of their
being such directors, officers, or employees, other than a
proceeding by or in the right of the corporation, if (i) such
directors, officers, or employees acted in good faith and in a
manner they reasonably believed to be in or not opposed to the
best interests of the corporation and, (ii) with respect to any
criminal proceeding, such directors, officers, or employees had
no reasonable cause to believe their conduct was unlawful, and
(b) expenses in connection with any proceeding by or in the right
of the corporation to procure a judgment in its favor involving
such persons by reason of their being such directors, officers,
or employees if such directors, officers, or employees acted in
good faith and in a manner which they reasonably believed to be
in or not opposed to the best interests of the corporation.
Article 8, Section 2 of the Company's by-laws provides for
indemnification, to the full extent permitted by law, of the
Company's directors, officers, and employees. In addition, the
Company maintains directors and officers liability insurance
insuring its directors and officers against that which they
cannot be indemnified by the Company.
In the event of an underwritten offering of any Common
Stock, the underwriters will agree to indemnify the Company and
its directors and officers against certain liabilities, including
liabilities under the Securities Act of 1933.
Item 16. Exhibits.
(4)(a) --- Certificate of Incorporation of Eastman Kodak
Company (incorporated by reference to Exhibit 3(A)
to the Annual Report on Form 10-K of Eastman Kodak
Company for the year ended December 31, 1994).
(4)(b) --- By-Laws of Eastman Kodak Company (incorporated by
reference to Exhibit 3(B) to the Annual Report on
Form 10-K of Eastman Kodak Company for the year
ended December 31, 1994).
*(5) --- Opinion of Gary P. Van Graafeiland, Esq.
*(23)(a) --- Consent of Independent Accountants.
*(23)(b) --- Consent of Gary P. Van Graafeiland, Esq. (included
in Exhibit (5)).
*(99)(a) --- Registration Rights Agreement, dated as of
November 17, 1995, by and between Eastman Kodak
Company and The Bank of New York as Investment
Manager for the Kodak Retirement Income Plan.
(99)(b) --- Plan document for the Kodak Retirement Income
Plan.
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* Filed previously.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, unless
the information required to be included in such post-
effective amendment is contained in a periodic report
filed by Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement,
unless the information required to be included in such
post-effective amendment is contained in a periodic
report filed by Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934
and incorporated herein by reference; and
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of Registrant pursuant to the
provisions described in Item 15 above, or otherwise, Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, Registrant will,
unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, State of New
York, on the 23rd day of January, 1996.
Eastman Kodak Company
By /s/ Joyce P. Haag
----------------------------
Joyce P. Haag
Secretary
Pursuant to the requirements of the Securities Act of
1933, this Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities indicated on
January 23, 1996.
Officers and Directors Title
---------------------- -----
George M.C. Fisher* Chairman, President,
Chief Executive Officer,
Chief Operating Officer
and Director
Harry L. Kavetas* Executive Vice President
(Principal Financial Officer)
David J. FitzPatrick* Controller
(Principal Accounting Officer)
Richard S. Braddock* Director
Karlheinz Kaske* Director
Alice F. Emerson* Director
Roberto C. Goizueta* Director
Paul E. Gray* Director
Wilbur J. Prezzano* Director
Leo J. Thomas* Director
Richard A. Zimmerman* Director
*By /s/ Joyce P. Haag
--------------------------
Joyce P. Haag
Secretary
EXHIBIT INDEX
Exhibit
Number Page
(4)(a) Certificate of Incorporation of Eastman
Kodak Company (incorporated by reference
to Exhibit 3(A) to the Annual Report on
Form 10-K of Eastman Kodak Company for
the year ended December 31, 1994).
(4)(b) By-Laws of Eastman Kodak Company
(incorporated by reference to Exhibit
3(B) to the Annual Report on Form 10-K
of Eastman Kodak Company for the year
ended December 31, 1994).
(99)(b) Plan document for the Kodak Retirement
Income Plan.