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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | (1) (5) | 08/09/2011 | J(1) | 8,299.289 | (1) | (1) | Common Stock | 9,888,831 (1) | (1) | 0 | I | See footnotes (2) (3) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SASS MARTIN D C/O RESURGENCE ASSET MANAGEMENT LLC 1185 AVENUE OF THE AMERICAS, 18TH FL. NEW YORK, NY 10036 |
X | |||
| /s/ Martin D. Sass | 08/11/2011 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The shares of the Issuer's common stock beneficially owned by the Reporting Person, par value $.01 per share (the "Common Stock") and the shares of the Issuer's Series A Preferred Stock beneficially owned by the Reporting Person (the "Preferred Stock"), in each case as reported herein (collectively, the "Subject Securities"), were disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of June 22, 2011, by and among the Issuer, Eastman Chemical Company and Eastman TC, Inc. (the "Merger Agreement"). The effective date of the Merger Agreement was August 9, 2011. The Common Stock was disposed of in exchange for the right to receive the Common Stock Consideration (as defined in the Merger Agreement) and the Preferred Stock was disposed of in exchange for the right to receive the Preferred Stock Consideration (as defined in the Merger Agreement). |
| (2) | The Subject Securities were disposed of for accounts managed or advised by, or beneficially owned by, Resurgence Asset Management, L.L.C. ("RAM"), Resurgence Asset Management International, L.L.C ("RAMI"), Re/Enterprise Asset Management, L.L.C. ("REAM"), M.D. Sass Investors Services, Inc. ("MDSIS") and Resurgence Asset Management, L.L.C. Employment Retirement Plan (the "Plan"), respectively. Martin D. Sass serves as Chairman, Chief Executive Officer or Trustee of RAM, RAMI, REAM, MDSIS and the Plan as applicable, and exercises voting and investment power of the Subject Securities solely in his capacity as Chairman, Chief Executive Officer or Trustee of each of the foregoing entities. |
| (3) | RAM exercises voting and investment power of certain of the Subject Securities solely in RAM's capacity as the general partner and/or investment advisor of Corporate Resurgence Partners, L.L.C., Corporate Resurgence Partners II, L.L.C., and M.D. Sass Corporate Resurgence Partners III, L.P. RAMI exercises voting control and investment power over of certain of the Subject Securities solely in RAMI's capacity as the investment advisor of Corporate Resurgence, Ltd. REAM exercises voting and investment power over of certain of the Subject Securities as the sole investment adviser to two employee pension plans, is the general partner and sole investment advisor of the M.D. Sass Associates, Inc. Employee Retirement Plan, M.D. Sass Re/Enterprise Portfolio Company, L.P. and M.D. Sass Re/Enterprise II, L.P. |
| (4) | In addition, MDSIS, the Plan and certain funds which have invested side-by-side with funds managed by RAM and RAMI beneficially own in the aggregate an additional 27,165 shares of Common Stock; and 141,921 shares of Preferred Stock (collectively, the "Other Securities"). Mr. Sass disclaims beneficial ownership interest in all securities reported herein except to the extent of his pecuniary interest, if any, in RAM, RAMI, REAM and the entities owning the Other Securities, including MDSIS and the Plan. |
| (5) | The Preferred Stock converts into the Common Stock on a one-for-one thousand basis. |