Full Story372

Icahn's Kodak Moment

Wherever there's trouble in Corporate America, billionaire Carl Icahn is likely not far behind. Icahn emerged in the 1970s as the quintessential corporate raider and made a fortune off hostile takeovers in the 1980s. In the current era of political correctness, Icahn considers himself a shareholder activist.

And he's been busy lately. Last week, Icahn set his sights on Eastman Kodak (NYSE: EK).

There has been much shareholder discontent at Kodak, but it hit fever pitch on Sept. 25 when management announced a radical restructuring. Kodak will continue to milk its core film business of cash flow, but the money will not go back to shareholders in the form of buybacks and dividends.

Rather, the company will commit $3 billion to "bigger, bolder ideas." This means digital photography, acquisitions, and even inkjet printing. Kodak management is clearly very confident, since it will now compete with the likes of Sony (NYSE: SNE), Dell (Nasdaq: DELL), Canon (NYSE: CAJ), and Hewlett-Packard (NYSE: HPQ), to name just a few.

Enter Icahn, who received regulatory approval to purchase up to 7% of the outstanding shares. Is this a prelude to a hostile corporate takeover? Hardly. Kodak is incorporated in New Jersey, which has tough anti-takeover statutes.

But Icahn does not need a hostile takeover. There are other ways to effect change, including the threat of a proxy fight. So, when Icahn meets up with Kodak's CEO Daniel Carp on Monday, expect high-level discussions, not fireworks. Kodak management isn't likely to shift gears and get shareholder religion.

At the same time, Carp knows that he's under the microscope. And, if he stumbles, his tenure will likely be short. This could be a management takeover in waiting.