Item 3.03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, DC 20549 

FORM 8-K 
CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities and Exchange Act of 1934

Date of report (Date of earliest event reported):
December 7, 2006 

EASTMAN CHEMICAL COMPANY
(Exact Name of Registrant as Specified in Its Charter)

 
 
 
 
 
Delaware
 
1-12626
 
62-1539359
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 

 
 
 
200 South Wilcox Drive, Kingsport, TN
 
37660
(Address of Principal Executive Offices)
 
(Zip Code)

(423) 229-2000
(Registrant’s Telephone Number, Including Area Code)
 
 
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:

 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




EASTMAN CHEMICAL COMPANY - EMN 
 
 
 
December 7, 2006 
 
 
Item 3.03 Material Modification to Rights of Security Holders 

On December 7, 2006, the Board of Directors of Eastman Chemical Company (the “Company”) elected to redeem all of the outstanding preferred stock purchase rights (the “Rights”) issuable pursuant to that certain Stockholder Protection Rights Agreement, dated as of December 13, 1993 and amended as of April 23, 2003 and December 4, 2003 (as amended, the “Rights Agreement”), between the Company and American Stock Transfer & Trust (“AST”), as successor rights agent. The record date for the payment of the Redemption Price (as defined in the Rights Agreement) is the Close of business (as defined in the Rights Agreement) on December 18, 2006, and the payment date for the payment of the Redemption Price is expected to be January 2, 2007. As a result of the foregoing redemption, the Rights Agreement has been terminated.
 
A copy of the Rights Agreement has previously been filed by the Company with the Securities and Exchange Commission.
 
A press release announcing the redemption of the Rights is attached as Exhibit 99.1 hereto and is incorporated herein by this reference.
 
 
Item 9.01 Financial Statements and Exhibits:
 
(d) Exhibits
 
The following exhibit is furnished pursuant to Item 9.01:
 
99.1 Public release by the registrant on December 8, 2006.
 




EASTMAN CHEMICAL COMPANY - EMN 
 
 
December 7, 2006
 
 
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 
 
 
     
 
By: /s/ THERESA K. LEE                                          
      Theresa K. Lee
      Senior Vice President, Chief Legal Officer and
      Corporate Secretary
 
 
 
Date:  December 12, 2006