-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Evg/riw4PUj7QotgxbWnRX9Uj0M+wEMmfDEZQCt2ragpx7zljKLwj88hKMLHvism 8tYzX4LpRKZbyXSCbIht7w== 0000357235-06-000164.txt : 20060214 0000357235-06-000164.hdr.sgml : 20060214 20060214073125 ACCESSION NUMBER: 0000357235-06-000164 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0000820330 IRS NUMBER: 521268629 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 LIGHT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 MAIL ADDRESS: STREET 1: 100 LIGHT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EASTMAN KODAK CO CENTRAL INDEX KEY: 0000031235 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 160417150 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57473 FILM NUMBER: 06606767 BUSINESS ADDRESS: STREET 1: 343 STATE ST CITY: ROCHESTER STATE: NY ZIP: 14650 BUSINESS PHONE: 7167244000 MAIL ADDRESS: STREET 1: 343 STATE STREET CITY: ROCHESTER STATE: NY ZIP: 14650 SC 13G/A 1 eastmankodak.txt EASTMAN KODAK Securities and Exchange Commission Washington, D. C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Eastman Kodak Company Common Stock CUSIP Number 277461109 Date of Event Which Requires Filing of this Statement: December 31, 2005 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - CUSIP No. 277461109 1) Name of reporting person: Legg Mason Capital Management, Inc. Tax Identification No.: 52-1268629 2) Check the appropriate box if a member of a group: a) x b) n/a 3) SEC use only 4) Place of organization: Maryland Number of shares beneficially owned by each reporting person with: 5) Sole voting power: - 0 - 6) Shared voting power: 44,344,643 7) Sole dispositive power: - 0 - 8) Shared dispositive power: 44,344,643 9) Aggregate amount beneficially owned by each reporting person: 44,344,643 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 15.44% 12) Type of reporting person: IA, CO CUSIP No. 277461109 1) Name of reporting person: Legg Mason Funds Management, Inc. Tax Identification No.: 52-2268681 2) Check the appropriate box if a member of a group: a) x b) n/a 3) SEC use only 4) Place of organization: Maryland Number of shares beneficially owned by each reporting person with: 5) Sole voting power: - 0 - 6) Shared voting power: 10,008,142 7) Sole dispositive power: - 0 - 8) Shared dispositive power: 10,008,142 9) Aggregate amount beneficially owned by each reporting person: 10,008,142 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 3.48% 12) Type of reporting person: IA, CO CUSIP No. 277461109 1) Name of reporting person: LMM LLC Tax Identification No.: 52-2204753 2) Check the appropriate box if a member of a group: a) x b) n/a 3) SEC use only 4) Place of organization: Delaware Number of shares beneficially owned by each reporting person with: 5) Sole voting power: - 0 - 6) Shared voting power: 17,077,000* 7) Sole dispositive power: - 0 - 8) Shared dispositive power: 17,077,000* 9) Aggregate amount beneficially owned by each reporting person: 17,077,000* 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 5.95%* 12) Type of reporting person: IA, OO *Includes 13,877,000 shares that may be deemed to be beneficially owned by LMM LLC due to its beneficial ownership of certain options. CUSIP No. 277461109 1) Name of reporting person: Legg Mason Focus Capital, Inc. Tax Identification No. 52-2311719 2) Check the appropriate box if a member of a group: a) x b) n/a 3) SEC use only 4) Place of organization: Maryland Number of shares beneficially owned by each reporting person with: 5) Sole voting power: - 0 - 6) Shared voting power: 55,575 7) Sole dispositive power: - 0 - 8) Shared dispositive power: 55,575 9) Aggregate amount beneficially owned by each reporting person: 55,575 10) Check the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 0.02% 12) Type of reporting person: IA,CO CUSIP No. 277461109 1) Name of reporting person: Legg Mason Value Trust, Inc. Tax Identification No.: 52-1250327 2) Check the appropriate box if a member of a group: a) n/a b) n/a 3) SEC use only 4) Place of organization: Maryland Number of shares beneficially owned by each reporting person with: 5) Sole voting power: - 0 - 6) Shared voting power: 23,000,000 7) Sole dispositive power - 0 - 8) Shared dispositive power: 23,000,000 9) Aggregate amount beneficially owned by each reporting person: 23,000,000 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 8.01% 12) Type of reporting person: IV, CO - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Item 1a) Name of issuer: Eastman Kodak Company Item 1b) Address of issuer's principal executive offices: 343 State Street Rochester, NY 14650 Item 2a) Name of person filing: Legg Mason Capital Management, Inc. Legg Mason Funds Management, Inc. LMM LLC Legg Mason Focus Capital, Inc. Item 2b) Address of principal business office: 100 Light Street Baltimore, MD 21202 Item 2c) Citizenship: Legg Mason Capital Management, Inc. Maryland corporation Legg Mason Funds Management, Inc. Maryland corporation LMM LLC Delaware limited liability company Legg Mason Focus Capital, Inc. Maryland corporation Item 2d) Title of class of securities: Common Stock Item 2e) CUSIP number: 277461109 Item 3) If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a : (a)[ ] Broker or dealer under Section 15 of the Act. (b)[ ] Bank as defined in Section 3(a)(6) of the Act. (c)[ ] Insurance Company as defined in Section 3(a)(6) of the Act. (d)[ ] Investment Company registered under Section 8 of the Investment Company Act. (e)[ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f)[ ] Employee Benefit Plan, Pension Fund which is subject to ERISA of 1974 or Endowment Funds; see 240.13d-1(b)(ii)(F). (g)[ ] Parent holding company, in accordance with 240.13d-1(b)(ii)(G) (h)[X ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4) Ownership: (a) Amount beneficially owned: 71,485,351** (b) Percent of Class: 24.89%** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: - 0 - (ii) shared power to vote or to direct the vote: 71,485,351** (iii) sole power to dispose or to direct the disposition of: - 0 - (iv) shared power to dispose or to direct the disposition of: 71,485,351** **Includes 13,877,000 shares that may be deemed to be beneficially owned by LMM LLC due to its beneficial ownership of certain options. Item 5) Ownership of Five Percent or less of a class: n/a Item 6) Ownership of more than Five Percent on behalf of another person: Various accounts managed by the investment advisers identified in Item 8 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of the issuer. The interest of one account, Legg Mason Value Trust, Inc. an investment company registered under the Investment Company Act of 1940 and managed by Legg Mason Capital Management, Inc., amounted to 23,000,000 shares or 8.01% of the total shares outstanding. Item 7) Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company: n/a Item 8) Identification and classification of members of the group: Legg Mason Funds Management, Inc.-investment adviser Legg Mason Capital Management, Inc.-investment adviser LMM LLC - investment advisor Legg Mason Focus Capital, Inc.-investment adviser Item 9) Notice of dissolution of group: n/a Item 10) Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature ----------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. -------------------------------- Date - February 14, 2006 Legg Mason Capital Management, Inc. By___________________________________________ Andrew J. Bowden, Senior Vice President Legg Mason Funds Management, Inc. By___________________________________________ Andrew J. Bowden, Senior Vice President LMM LLC By___________________________________________ Jennifer Murphy, Chief Operations Officer Legg Mason Focus Capital, Inc. By____________________________________________ Robert G. Hagstrom, President Exhibit A Joint Filing Agreement -------------------------------------- This Joint Filing Agreement confirms the agreement by and among the undersigned that the Schedule 13G is filed on behalf of (i) each member of the group identified in Item 8 and (ii) the other reporting person(s) identified in Item 6 that may be deemed to beneficially own more than five percent of the issuer's outstanding equity securities. Legg Mason Capital Management, Inc. By__________________________________________________ Andrew J. Bowden, Senior Vice President Legg Mason Funds Management, Inc. By__________________________________________________ Andrew J. Bowden, Senior Vice President LMM LLC By___________________________________________ Jennifer Murphy, Chief Operations Officer Legg Mason Focus Capital, Inc. By__________________________________________________ Robert G. Hagstrom, President Legg Mason Value Trust, Inc. By___________________________________________________ Gregory T. 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