| the prospectus dated December 11, 2006 which we refer to as the prospectus; | ||
| the prospectus supplement dated December 11, 2006, which we refer to as the prospectus supplement; | ||
| supplement no. 1 dated January 31, 2007 to the prospectus and the prospectus supplement; and | ||
| supplement no. 2 dated February 2, 2007 to the prospectus and the prospectus supplement. |
| supplemented by adding the information regarding certain selling securityholders set forth in the table entitled Additional Selling Securityholders below; and | ||
| amended by replacing the information in any of the prior registration documents regarding the selling securityholders identified in the table entitled Revised Information Regarding Selling Securityholders below with the information set forth in the table entitled Revised Information Regarding Selling Securityholders below. |
SELLING SECURITYHOLDERS | ||||||||
ADDITIONAL SELLING SECURITYHOLDERS | ||||||||
SELLING SECURITYHOLDERS | ||||||||
REVISED INFORMATION REGARDING SELLING SECURITYHOLDERS |
Number of | ||||||||||||||||||||||||||||
Shares of | ||||||||||||||||||||||||||||
Principal | Number of | Common | ||||||||||||||||||||||||||
Principal | Amount of | Shares of | Stock | Natural | ||||||||||||||||||||||||
Amount of | Percentage | 2013 Notes | Common | Beneficially | Person(s) | |||||||||||||||||||||||
2011 Notes | of 2011 | Beneficially | Stock | Owned | with | |||||||||||||||||||||||
Beneficially | Notes | Owned and | Percentage of 2013 | Issuable that | After the | Voting or | ||||||||||||||||||||||
Name of Selling | Owned and | Outstanding | Offered | Notes Outstanding | May Be | Offering | Investment | |||||||||||||||||||||
Securityholder(1) | Offered (USD) | (%) | (USD) | (%) | Offered(2)(3) | (4) | Power | |||||||||||||||||||||
Benchmark Select Managers Fund |
500,000 | * | 500,000 | * | 52,295 | | Spencer Kornreich | |||||||||||||||||||||
Calyon S/A(++)(18) |
| | 10,000,000 | 1.0 | % | 522,951 | | (5 | ) | |||||||||||||||||||
Elite Classic Convertible |
Nathaniel Brown and | |||||||||||||||||||||||||||
Arbitrage Ltd. |
| | 200,000 | * | 10,459 | | Robert Richardson | |||||||||||||||||||||
LibertyView Convertible Arbitrage Fund, LP(++)(19) |
1,200,000 | * | 1,200,000 | * | 125,508 | | Spencer Kornreich | |||||||||||||||||||||
LibertyView Funds,
LP(++)(19) |
4,500,000 | * | 4,500,000 | * | 470,655 | | Spencer Kornreich | |||||||||||||||||||||
LibertyView Socially Responsible Fund, LP(++)(19) |
500,000 | * | 500,000 | * | 52,295 | | Spencer Kornreich | |||||||||||||||||||||
Merrill Lynch, Pierce,
Fenner & Smith, Inc.(+) |
14,752,000 | 1.3 | % | 18,592,000 | 1.9 | % | 1,743,727 | | (5 | ) | ||||||||||||||||||
Trust D for a Portion of
the Assets of The Kodak
Retirement Income Plan |
3,800,000 | * | 3,800,000 | * | 397,442 | | Spencer Kornreich |
Number of | ||||||||||||||||||||||||||||
Shares of | ||||||||||||||||||||||||||||
Principal | Principal | Number of | Common | |||||||||||||||||||||||||
Amount of | Amount of | Shares of | Stock | Natural | ||||||||||||||||||||||||
2011 Notes | Percentage | 2013 Notes | Percentage | Common | Beneficially | Person(s) | ||||||||||||||||||||||
Beneficially | of 2011 | Beneficially | of 2013 | Stock | Owned | with | ||||||||||||||||||||||
Owned and | Notes | Owned and | Notes | Issuable that | After the | Voting or | ||||||||||||||||||||||
Name of Selling | Offered | Outstanding | Offered | Outstanding | May Be | Offering | Investment | |||||||||||||||||||||
Securityholder(1) | (USD) | (%) | (USD) | (%) | Offered(2)(3) | (4) | Power | |||||||||||||||||||||
Citigroup Global
Markets Inc.(+) |
5,000,000 | (10) | * | 4,020,000 | (11) | * | 471,701 | | (5 | ) | ||||||||||||||||||
FPL Group Employees
Pension Plan |
1,185,000 | (6) | * | | | 61,969 | (7) | | (5 | ) | ||||||||||||||||||
JP Morgan
Securities Inc.(+) |
19,500,000 | 1.8 | % | 35,000,000 | (12) | 3.5 | % | 2,850,082 | (13) | | (5 | ) | ||||||||||||||||
Lehman Brothers
Inc.(+) |
6,500,000 | (14) | * | 18,000,000 | 1.8 | % | 1,281,229 | (15) | | (5 | ) | |||||||||||||||||
UBS Securities
LLC(+) |
9,480,000 | (8) | * | 27,500,000 | | 1,933,872 | (9) | | (5 | ) | ||||||||||||||||||
Xavex Convertible |
Nathaniel Brown and | |||||||||||||||||||||||||||
Arbitrage 2 Fund |
| | 290,000 | (16) | | 15,165 | (17) | | Robert Richardson |
(*) | Less than one percent (1%). | |
(+) | The selling securityholder is a registered broker-dealer. | |
(++) | The selling securityholder is an affiliate of a registered broker-dealer. | |
(1) | Information concerning other selling securityholders will be set forth in additional supplements to the prospectus supplement from time to time, if required. | |
(2) | Assumes conversion of all of the selling securityholders Notes at a conversion rate of 52.2951 shares of Common Stock per $1,000 principal amount of the Notes upon maturity. This conversion rate is subject to adjustment as described in Description of the Notes -Adjustment to Conversion Rate above. As a result, the number of shares of Common Stock issuable upon conversion of the Notes may increase or decrease in the future. Excludes shares of Common Stock that may be issued by us upon the repurchase of the debentures as described under Description of the Notes Repurchase at the Option of the Holder Upon a Change in Control above and fractional shares. Securityholders will receive a cash adjustment for any fractional share amount resulting from conversion of the Notes, as described in Description of the Notes Conversion Rights above. | |
(3) | Calculated based on Rule 13d-3(d)(i) of the Exchange Act. The number of shares of Common Stock beneficially owned by each securityholder named above is less than 1% of our outstanding common stock calculated based on 899,166,214 shares of common stock outstanding as of March 22, 2007. In calculating this amount for each securityholder, we treated as outstanding the number of shares of common stock issuable upon conversion of that securityholders Notes, but we did not assume conversion of any other securityholders Notes. | |
(4) | For purposes of computing the number and percentage of Notes and shares of common stock to be held by the selling securityholders after the conclusion of the offering, we have assumed for purposes of this table above that the selling securityholders named above will sell all of their Notes and all of the common stock issuable upon conversion of their Notes offered by this prospectus, and that any other shares of our Common Stock beneficially owned by these selling securityholders will continue to be beneficially owned. | |
(5) | Selling securityholder files periodic reports pursuant to the 1934 Securities Act or is an affiliate thereof. | |
(6) | This amount reflects an increase of $145,000 from the amount of 2011 Notes previously listed for this selling securityholder in the prospectus supplement. | |
(7) | This amount reflects an increase of 7,582 from the number of shares previously listed for this selling securityholder in the prospectus supplement. | |
(8) | This amount reflects an increase of $175,000 from the amount of 2011 Notes for this selling securityholder in the supplement no. 1 dated January 31, 2007 to the prospectus supplement. | |
(9) | This amount reflects an increase of 9,151 from the number of shares previously listed for this selling securityholder in the supplement no. 1 dated January 31, 2007 to the prospectus supplement. | |
(10) | This amount is in addition to the number of 2011 Notes previously listed for this selling securityholder in the prospectus supplement. | |
(11) | This amount is in addition to the number of 2013 Notes previously listed for this selling securityholder in the prospectus supplement. | |
(12) | This amount reflects an increase of $800,000 from the amount of 2013 Notes previously listed for this selling securityholder in the supplement no. 1 dated January 31, 2007 to the prospectus supplement. |
(13) | This amount reflects an increase of 41,836 from the number of shares previously listed for this selling securityholder in the supplement no. 1 dated January 31, 2007 to the prospectus supplement. | |
(14) | This amount reflects an increase of $5,500,000 from the amount of 2011 Notes previously listed for this selling securityholder in the supplement no. 1 dated January 31, 2007 to the prospectus supplement. | |
(15) | This amount reflects an increase of 287,623 from the number of shares previously listed for this selling securityholder in the supplement no. 1 dated January 31, 2007 to the prospectus supplement. | |
(16) | This amount reflects an increase of $60,000 from the amount of 2013 Notes previously listed for this selling securityholder in the prospectus supplement. | |
(17) | This amount reflects an increase of 3,137 from the number of shares previously listed for this selling securityholder in the prospectus supplement. | |
(18) | This selling securityholder is a wholly owned subsidiary of Credit Agricole S/A, a French company not required to file reports with the SEC. | |
(19) | The General Partner of this selling securityholder is Neuberger Berman, LLC, a registered broker-dealer. The shares were purchased for investment in the ordinary course of business and at the time of purchase, there were no agreements or understandings, directly or indirectly, with any person to distribute the shares. |