Eastman Chemical Company
To the shareholders of
Eastman Chemical Company:
Eastman Chemical Company has
established an Investors Choice Dividend Reinvestment & Direct Stock
Purchase and Sale Plan (the "Plan") for the convenience to our
investors and shareholders.
The Plan offers you an
affordable alternative for buying and selling common stock of Eastman Chemical
Company. If you participate in the
Plan, you may also reinvest your cash dividends and make periodic supplemental
cash payments to purchase additional shares.
Eastman Chemical Company shares that are held in the Plan may be sold
directly without the issuance of physical certificates or the involvement of a
broker. The shares represented by stock
certificates that you currently hold at home may be deposited directly into the
Plan for safekeeping or sale. You may
also withdraw or transfer all or a portion of your shares held in the Plan at
any time. There are small fees
associated with certain features of the Plan.
These fees are outlined within this booklet.
This booklet provides you
with a summary and the complete details of the Plan. If you have additional questions after reading through this
material, please contact the Plan Administrator:
American Stock Transfer
& Trust Company
Dividend Reinvestment
Department
P.O. Box 922
Wall Street Station
New York, NY 10269-0560
Tel: 1-877-322-4908
To enroll in the Plan,
complete and return the Enrollment Application or simply log on to
www.investpower.com and make an initial purchase. The initial purchase process is detailed in the section,
"How to get started and enroll".
Our purpose in providing the Plan is to promote long-term investment in
Eastman Chemical Company stock.
Thank you for your continued
interest in the company.
Investors Choice
Eastman Chemical Company
Dividend Reinvestment &
Direct Stock Purchase and Sale Plan
Eastman Chemical Company Investors Choice offers you
the ability to:
Buy shares conveniently and economically
either by direct debit to your bank account or by check.
Invest amounts as low as $25 per month
through automatic bank deductions.
Reinvest cash dividends by purchasing
additional Common Stock of Eastman Chemical Company with your dividend funds
directly through the Plan.
If you choose not to reinvest your
dividends, you may elect to have your dividend funds deposited directly into
your own bank account by electronic funds transfer.
Sell or transfer shares of Eastman Chemical
Company Common Stock held in your Plan account.
Deposit some or all of the shares of
common stock of Eastman Chemical Company currently held by you in stock
certificate form into your Plan account for safekeeping.
Withdraw some or all of your shares and
receive a certificate at any time should you request.
Complete all your share transactions
including purchases, sales and requests for certificates on the Internet.
Plan Purpose
The purpose of the Plan is to provide shareholders and other interested
investors with a convenient and economical way to purchase shares of Common
Stock of Eastman Chemical Company as well as reinvest cash dividends in
additional shares of Common Stock of Eastman Chemical Company. American Stock
Transfer & Trust Company ("Plan Administrator") will administer
the Plan, purchase and hold shares acquired for you under the Plan, keep
records, send statements of account activity and perform other duties related
to the Plan. Any person is eligible to
participate in the Plan by taking the steps described under How to get started and enroll.
KEY PLAN FEATURES SUMMARY
Enrollment
To
participate in the Plan, anyone may apply for enrollment by:
Dividend Reinvestment - Completing, signing and returning an Enrollment Application indicating full or partial dividend reinvestment.
Direct Purchase Online - Logging on to www.InvestPower.com, selecting the Eastman Chemical Company logo and choosing "Invest Now". Please enter your bank account number and the bank's ABA number for an investment of not less than $250.00 if you are a new investor or $25 if you already have an account with AST. The maximum amount of each of your investments should not exceed $10,000.00. There is a transaction fee of $2.50 for your purchase of Eastman Chemical Company Common Stock and a per share commission fee of $.10.
Direct Purchase by Mail - Completing, signing and returning an Enrollment Application with your check or money order of not less than $250.00 if you are a new investor or $25 if you already have an account with AST. The maximum amount of each of your investments should not exceed $10,000.00. There is a transaction fee of $2.50 for your purchase of Eastman Chemical Company stock and a per share commission fee of $.10.
Plan Account
When you enroll in the Plan, an account will be opened in your
name and shares purchased will be held by the Plan Administrator in book-entry
form. You will receive periodic
statements instead of receiving stock certificates. You may request stock certificates for shares held by the Plan
Administrator in your account at any time, upon request and without charge.
Dividends
You are able to reinvest dividends to purchase additional shares of Eastman Chemical Company common stock. You may reinvest all your dividends or a portion thereof, or you may elect to receive cash dividends without reinvesting. The dividends on all shares held by the Plan Administrator will be reinvested unless you elect the Cash Payments Only on the Application Form. The fee for dividend reinvestment is 2% to a maximum $2.50 and $.10 per share brokerage commission that will be automaticly deducted from your account before additional shares are purchased on the open market.
Additional Purchases
You may desire to purchase additional shares of Eastman
Chemical Company common stock through the Plan. You may buy from $25.00 up to $10,000.00 of stock per transaction
and as often as daily. Purchases may be
made by mailing a check or money order to the Plan Administrator. You are also allowed to make automatic
monthly purchases for a constant dollar value by instructing the Plan
Administrator to electronically debit and transfer funds from your bank. There is a $2.50 transaction fee for each
purchase. Brokerage commission is $.10
per share purchased for your Plan account.
Selling shares from your
account
You may instruct the Plan Administrator to sell shares held in
your Plan account at any time. Shares
will be sold at the then current market price.
A transaction fee of $15.00 plus brokerage commission of $.10 per share
will be automatically deducted from your proceeds when your payment check is
mailed.
Safekeeping of certificates
You
may mail your Eastman Chemical Company stock certificates to the Plan
Administrator at any time for deposit to your Plan account. The shares will be maintained in book-entry
form and held in your Plan account. You
may request stock certificates at any time for some or all of the shares held
in your Plan account. There is a fee of
$7.50 for depositing your certificates, unless you instruct the Administrator
to sell the shares, in which case the sales fee only will be applied.
Transferring shares
You may transfer or provide a stock gift to another person at
any time and without charge. Individual accounts will be maintained as an
account desiring to reinvest all cash dividends unless the Plan Administrator
is instructed to pay dividends in cash.
Statements and forms
Each participant who elects to reinvest some or all of his or
her dividends will receive a quarterly statement that reflects all investment
activity and all dividends applied toward reinvestment. Each time a purchase is
made for you, you will also receive a confirmation advice reflecting your
purchase price and the number of shares purchased for you. Each form you receive will
contain a tear-off stub that can be used for any future Plan transactions you
may desire. In addition, the Plan
Administrator's automated telephone system and internet site can also accept
your transaction instructions more conveniently and quickly than instructions
sent by mail.
Contacting the Plan
Administrator for information
American Stock Transfer & Trust Company, the Companys Transfer Agent, is the Plan Administrator. You can contact them the following ways:
Telephone: 1-877-322-4908 (toll free)
Internet: WWW.INVESTPOWER.COM
Mail: American Stock Transfer & Trust Company
Attn: Dividend Reinvestment
Department
P.O. Box 922, Wall Street
Station
New York, NY 10269-0560
Summary of Fees:
Investors are responsible for the small fees described in this
booklet. The fees shown below will
apply to each transaction in your account.
Except as described in this booklet, Eastman Chemical Company pays for
all other costs of administering the Plan.
Dividend Reinvestment 2% to a
maximum $2.50
Additional Purchases $2.50 per
transaction
Sale of Stock $15.00 per
transaction
Safekeeping $7.50 per
transaction if
without sale
Brokerage
Commission $.10 per share on
purchases
and sales
Terminations $15.00 per
transaction
Please read this inforamtion in full as this segment is a summary and
does not contain all information.
HOW THE
PLAN WORKS
1. How to get started and enroll:
a. To
invest online, log on to www.InvestPower.com and choose the Eastman Chemical
Company logo on the sidebar. Then
select "Invest Now" and follow the wizard, which will guide you
through the six-step process. You will
receive an e-mail confirming receipt of your transaction as soon as you
complete the wizard as well as an e-mail within two business days confirming
the number of shares purchased and their price.
b. To
invest by mail, simply fill out an Enrollment Application, which can be
obtained by calling 1-877-322-4908 (toll free).
c.
If
you own Eastman Chemical common stock and it is held at a broker, bank, or
trust company in a name other than yours, request that entity to transfer at
least one share of stock into your name.
If you do not wish to transfer shares into your name, you can still
enroll and buy shares as instructed in b above but will be subject to the
$250.00 minimum initial purchase.
2. How to purchase
additional shares:
You can easily purchase additional shares of Eastman Chemical
Company common stock at any time by making optional cash payments. Your optional cash payments, less applicable
service charges and brokerage commissions, are used to purchase shares of
Eastman Chemical Company common stock in the open market for your account. Purchases may be made daily. The Plan Administrator may, at its discretion,
invest funds less frequently if the total amount to be invested is low. However, funds will be invested no later
than five trading days after receipt.
No interest will be paid to investors on cash payments by the Plan
Administrator pending investment.
You can make an optional cash investment when joining the Plan by
enclosing a check or money order with your Enrollment Application. Thereafter, optional cash payments should be
mailed with the tear-off portion of your account statement or your purchase
transaction advice mailed to you after a purchase is completed by the Plan
Administrator. Optional cash payments
may also be transacted online by logging on to www.InvestPower.com and choosing
InvestPower Account Holders. Enter
your ten digit account number (provided to you in your account statement) and
the last four digits of your social security number. You may then complete your optional cash investment confirmation
in two simple steps.
For first-time investors (non-registered holders) the minimum
initial investment is $250.00. For
existing investors who have shares already registered in their name, the
minimum investment is $25.00. The
maximum investment for existing or new investors is $10,000.00 per investment.
New investors may call the Plan Administrator for an Enrollment
Application to accompany their initial investment. The Plan may also be downloaded from the Plan Administrators
internet site and mailed or transmitted to the Plan Administrator directly on
the internet.
You may authorize the Plan Administrator, on the Enrollment
Application, to make monthly purchases of a specified dollar amount, paid for
by automatic withdrawal from your bank account by electronic funds
transfer. You may also sign up for
monthly electronic funds transfer by accessing the Plan Administrator's
internet site www.InvestPower.com and following the simple instructions for a
faster way to invest. Funds will be
withdrawn from your bank account on the last business day of each month and
waited on the next available purchase date.
All purchases will apply the total funds toward shares as both full
shares and fractional shares to three decimal places will be credited to your
Plan account. To terminate monthly purchases by automatic withdrawal, you must
send the Plan Administrator written, signed instructions.
If a check submitted is returned to the Plan Administrator as
unpaid, the Plan Administrator will resell the shares just purchased and
liquidate additional shares, if necessary, to reimburse itself for any fees or
loss incurred when reselling the shares from your account.
3. Must I reinvest
dividends?
No. Dividend Reinvestment is a service offered by the Plan. When you enroll in the Plan by filling out the Enrollment Application, you will indicate whether you want the dividends on your shares reinvested. If you do not indicate a preference, dividends on all your shares will be reinvested in additional shares of Eastman Chemical stock on the dividend payment date.
If you choose to receive cash dividends on all your shares, your cash dividend can be wired directly to your bank account. In order to take advantage of this option, your bank or financial institution must be a part of Automated Clearing House ("ACH"). If you are interested in this option please call (800) 278-4353 and request forms for Direct Deposit of Dividends.
4. How are my shares
purchased?
The Plan Administrator will apply net dividend funds or cash payments from all participants and commingle them to purchase shares in the open market. The price per share cannot be determined prior to the purchase. Purchases with dividend funds will be made beginning on the dividend payment date, for optional cash payments, purchases are made at least once a week. Purchases may be made as often as daily, depending on investment volume, at the discretion of the Plan Administrator.
5. What is the price I will
pay for shares?
Since the Plan Administrator buys your shares in the open market, the share price will be the average of all shares purchased for that investment. The share price has the same treatment whether purchasing for initial investors, purchasing for current investors who send optional cash payments, or for participant funds for the reinvestment of dividends.
6. How do I keep track of
transactions in my account?
The Plan Administrator will mail you quarterly statements after
each reinvestment of dividends reflecting your account balance and all activity
for the year. In addition, whenever
there is a purchase in your account, an advice will be mailed to serve as
confirmation of purchase.
You may also view your transaction history online by logging into
your account. Details available online
include share price, commission paid, and transaction type and date.
You may also call the Plan Administrator by dialing
1-877-322-4908 (toll free) and following the instruction of the automated
telephone system. You can also speak to
a customer service representative by calling the same number during normal
business hours Eastern Time. Be sure to keep the Plan account statements
for your permanent records, and utilize the tear-off stub to initiate
transactions by mail if you prefer.
7. What is safekeeping of
certificates?
If you already own shares of Eastman Chemical Company in stock
certificate form, you may elect to deposit the shares represented by those
stock certificates into your Plan account for safekeeping with the Plan
Administrator. The Plan Administrator
will credit these shares to your Plan account in book-entry form. You may later request issuance of a
certificate from the Plan Administrator at any time.
To deposit shares with the Plan Administrator, send the stock
certificates via registered mail and insure for 2% of the total value of the
shares to protect against loss in transit.
You must include a check for $7.50 payable to American Stock Transfer
& Trust Company each time you send shares for deposit.
The fee of $7.50 for this service will be waived if you have
elected to deposit your shares and sell them at the same time through the
Plan. If you are not already in the
Plan, complete and sign an Enrollment Application to accompany the certificates
for safekeeping in the Plan.
8. How do I withdraw my
stock that is in my Plan account?
You may request that the Plan Administrator issue a certificate
for some or all of the full shares held in your Plan account. Use the form on your Plan statement, utilize
the automated telephone system, or access the Plan Administrator's Internet
site for the greatest convenience and speed. The Plan Administrator will issue
a certificate in the exact registration shown on your Plan statements unless
otherwise instructed in writing.
Certificates will be sent by first class mail, generally within a few
days after receiving your request.
There is no charge for this service.
9. How do I
transfer shares to another person?
Transfers can be made in book-entry form or a certificate will be
issued and sent to the new owner by first class mail. You can transfer to a person who already has a Plan account, or
you can set up a new Plan account if the person does not have one. Follow the steps below to complete your
transaction.
Call the Plan Administrator to request a Plan brochure and
Enrollment Application. Complete the
form providing the full registration name, address and social security number
of the new participant.
The completed Enrollment Application should be sent along with a
written request indicating the number of shares (full and fractional if any)
which should be transferred to the new participant. All individuals in the
current Plan account must sign the instructions. The signatures must be
guaranteed by a bank, broker or financial institution that is a member of a
Medallion Signature Guarantee Program.
10. Can I
sell shares in my account?
You may instruct the Plan Administrator to sell any or all shares
held in your Plan account in one of three ways:
a.
Go
to www.InvestPower.com and log into your account. You may sell shares in two easy steps.
b.
Call
the toll-free telephone number supplied in this booklet to access the Plan
Administrators automated telephone system with your sales order.
c.
Complete
and sign the tear-off portion of your account statement or purchase
confirmation and mail the instructions to the Plan Administrator. If there is more than one individual owner
on the Plan account, all participants must sign the tear-off portion of the
account statement or purchase confirmation.
As with purchases, the Plan Administrator aggregates all
requests to sell shares and then sells the total share amount on the open
market through a broker. Sales will be
made no less than once a week and may be made as often as daily at the
discretion of the Plan Administrator.
The selling price will not be known until the sale is completed. The proceeds of the sale, less an
administrative fee of $15.00 and brokerage commission of $.10 per share will be
sent to you by check within four days following the sale.
Participants should be aware that the price may fluctuate during
the period between a request for sale, its receipt by the Plan Administrator
and the ultimate sale on the open market.
Instructions sent to the Plan Administrator may not be rescinded.
11. How do I close my account?
You may withdraw from the
Plan at any time using the tear-off stub at the bottom of your statement. Upon termination, a certificate for the full
shares held in your Plan account will be issued and any fractional share held
in the Plan account will be sold. You
will receive a check for the net proceeds less a service fee of $15.00 and $.10
per share brokerage commission from the sale of any fractional share. If the stock sold is insufficient to cover
the processing fee of $15.00, a check will not be issued nor will you be billed
for any additional fees.
Alternatively, you may direct the Plan Administrator to sell any
or all of the shares in your account.
Follow the sales procedure outlined in #10 above and the Plan
Administrator will mail you a check for the net proceeds and Form 1099B for income
tax purposes.
Please note that if your request to terminate is received after the record date for a
current dividend, your account may not be terminated until after the completion
of dividend reinvestment of that dividend. However, you may still sell or
withdraw up to all whole shares in your Plan account during this period by
requesting the appropriate transaction.
After your account is closed, dividends on any shares of Eastman
Chemical Company you hold in stock certificate form will be sent to you at the
address you provide, or automatically deposited in your bank account in
accordance with your instructions.
TECHNICAL INFORMATION
ABOUT THE PLAN
Stock
Distributions:
Any stock dividends,
distributions or stock split shares distributed on stock held by the Plan
Administrator for the participant in the Plan, will be credited directly into
the participant's account. For shares
held by the participant in stock certificate form, the Plan Administrator will
issue a stock certificate for any full shares due and a check for the value of
any fractional share interest.
Voting:
Plan participants will vote
all stock (full and fractional) held in their Plan account. Each participant will receive a Notice of
Annual Meeting, a Proxy Statement, a proxy voting card and the Company's Annual
Report. Shares of stock will not be
voted if a properly executed proxy voting card is not returned.
Other
Terms:
Eastman Chemical
Company will reimburse the Plan Administrator for the printing and mailing of
the booklets and Enrollment Applications as well as telephone expenses
associated with Plan inquiries. Fees
and expenses normally associated with transfer agent functions will also be
paid by Eastman Chemical Company.
The Plan Administrator will
not be liable for any act performed in good faith or for any good faith
omission to act, including, without limitations, any claim of liability arising
out of (i) failure to terminate a participant's account, sell stock held in the
Plan, or invest optional cash payments without receipt of proper documentation
and instructions and; (ii) with respect to the prices at which stock is
purchased or sold for the participant's account and the time such purchases or
sales are made, including price fluctuations in market value after purchases or
sales.
If the total number of
shares in the participant's account is less than (1) share, any remaining
fraction will be sold and the account closed.
See above Section on the sale of shares for applicable fees and commissions
associated with selling of shares.
The Plan Administrator
reserves the right to modify the Plan, including the right to terminate the
Plan upon notice to Plan participants.
In addition, the Plan Administrator reserves the right to interpret and
regulate the Plan as it deems necessary or desirable in connection with its
operation.
The Plan is not for use by
institutional investors or financial intermediaries. The Plan shall be governed by and construed in accordance with
the laws of the State of New York. The signing
and mailing of the Enrollment Application shall constitute an offer by the
participant to establish an agency relationship with the Plan Administrator and
be governed by the terms and conditions of the Program.
Changes in
the Plan:
Eastman Chemical Company may change
the terms of this Plan, including applicable fees, or terminate the Plan at any
time. We will mail you a supplemental
or revised booklet before any material changes in the Plan are effective.
Additional
Information about Eastman Chemical Company:
Corporate
Offices
Eastman Chemical Company
100 North Eastman Road
P.O. Box 511
Kingsport, TN 37662-5075
USA
The common stock of Eastman Chemical
Company trades on the NYSE stock market under the symbol - EMN.
HOW TO CONTACT
THE PLAN
ADMINISTRATOR:
Telephone: 1-877-322-4908
(toll free)
Internet: WWW.INVESTPOWER.COM
Mail: American Stock Transfer &
P.O. Box 922
Wall Street Station
New York, NY 10269-0560