SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
EASTMAN CHEMICAL COMPANY
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(Name of Registrant as Specified in Its Charter)
N/A
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November 9, 2001
Dear Fellow Shareowner:
The board of directors of Eastman Chemical Company has approved a spin-off
which would result in Eastman Chemical becoming two independent, publicly-traded
companies:
- Eastman Company, which will be a global manufacturer of specialty
chemicals and plastics, including the coatings, adhesives, specialty
polymers and inks, performance chemicals and intermediates and specialty
plastics businesses of Eastman Chemical, and which will continue Eastman
Chemical's strategic initiatives in less capital intensive businesses; and
- Voridian Company, which will be a global manufacturer of polyethylene
terephthalate polymers, or PET polymers, acetate fibers and polyethylene
products.
The separation of these businesses will be accomplished through a pro rata
distribution of 100% of the outstanding common stock of Eastman Company to
shareowners of Eastman Chemical, which we refer to as the Distribution, on the
record date for the Distribution. As a result of the Distribution, each Eastman
Chemical shareowner will:
- receive one share of Eastman Company common stock for every share of
Eastman Chemical common stock they own; and
- retain their shares in Eastman Chemical (whose name will be changed to
Voridian Company).
We are seeking your approval, as a shareowner of Eastman Chemical, of the
Distribution. We believe that the Distribution will allow the management of the
two companies, which have distinctly different businesses and operational and
strategic requirements, to better focus on the strategic considerations, growth
opportunities and resource needs of each respective company. The Distribution
will also result in shareowners holding two distinct investments, each with its
own investment profile and characteristics. Your board of directors has
unanimously approved and recommended, and is seeking your approval of, the
Distribution.
The special meeting of shareowners will be held at the Toy F. Reid Employee
Center, 400 South Wilcox Drive, Kingsport, Tennessee 37660, on December 18,
2001, at 11:00 a.m., eastern time, to consider and vote upon the Distribution.
Details of this proposal are explained in the accompanying proxy statement.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
SIGNING AND RETURNING A PROXY CARD OR SUBMITTING YOUR PROXY VIA THE INTERNET OR
BY TELEPHONE WILL NOT PREVENT YOU FROM ATTENDING THE SPECIAL MEETING AND VOTING
IN PERSON, BUT WILL ASSURE THAT YOUR VOTE IS COUNTED IF YOU ARE UNABLE TO ATTEND
THE MEETING. WHETHER YOU CHOOSE TO VOTE BY PROXY CARD, INTERNET OR TELEPHONE, IT
WOULD HELP IF YOU VOTED AS SOON AS POSSIBLE. IF YOU DO NOT SUBMIT A PROXY OR
VOTE IN PERSON, IT WILL HAVE THE EFFECT OF A VOTE AGAINST THE DISTRIBUTION.
This proxy statement is dated November 9, 2001 and is first being mailed and
delivered electronically to shareowners, and made available on the Internet, on
or about November 9, 2001. If you are a record holder of shares, an admission
ticket for the special meeting is included with your proxy card. If you received
our proxy materials from a broker or bank and do not have an admission ticket
but you wish to attend the meeting, please call (423) 229-4647.
Sincerely,
/s/ Earnest W. Deavenport, Jr.
Earnest W. Deavenport, Jr.
Chairman and Chief Executive Officer
Eastman Chemical Company