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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 27, 1999
EASTMAN CHEMICAL COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12626 62-1539359
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
100 N. Eastman Road, Kingsport, Tennessee 37660
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (423) 229-2000
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ITEM 5. OTHER EVENTS.
On April 27, 1999, Eastman Chemical Company, a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and among the Company, Lipstick Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of the Company (the "Purchaser"), and
Lawter International, Inc., a Delaware corporation ("Lawter"), pursuant to which
(i) the Purchaser shall commence an offer to purchase (the "Offer") for cash all
shares of Lawter common stock, par value $1.00 per share (the "Shares"), at a
price of $12.25 per Share and (ii) as soon as practicable following consummation
of the Offer and approval and adoption of the Merger Agreement by the
stockholders of Lawter (if required by applicable law), the Purchaser will be
merged with and into the Company (the "Merger"). At the effective time of the
Merger, each Share then outstanding, other than Shares held by (a) Lawter or any
of its subsidiaries, (b) Parent or any of its subsidiaries, including the
Purchaser, and (c) stockholders who properly perfect their dissenters' rights
under Delaware law, will be converted into the right to receive $12.25 in cash
or any higher price per Share paid in the Offer, without interest. The Merger
Agreement is filed herewith as Exhibit 2.1 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of April 27, 1999, by and
among the Company, the Purchaser and Lawter.
99.1 Short Form Merger Option Agreement, dated as of April 27, 1999, by
and among the Company, the Purchaser and Lawter.
99.2 Joint Press Release of the Company and Lawter, issued April 28,
1999.
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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 hereunto duly authorized.
EASTMAN CHEMICAL COMPANY
Date: May 3, 1999 By: /s/ ALLAN R. ROTHWELL
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Name: Allan R. Rothwell
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of April 27, 1999, by and
among the Company, the Purchaser and Lawter.
99.1 Short Form Merger Option Agreement, dated as of April 27, 1999, by
and among the Company, the Purchaser and Lawter.
99.2 Joint Press Release of the Company and Lawter, issued April 28,
1999.
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