SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A AMENDMENT TO APPLICATION OR REPORT Filed pursuant to Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 KIMBERLY-CLARK CORPORATION (Exact name of registrant as specified in its charter) AMENDMENT NO. 1 (to Registration Statement on Form 8-A filed with the Commission on June 28, 1988) The undersigned registrant hereby amends Items 1 and 2 of its Registration Statement on Form 8-A dated June 28, 1988, as set forth below: Item 1. Description of Securities. On June 8, 1995, the Board of Directors of Kimberly- Clark Corporation (the "Company") approved an amendment and restatement of the Rights Agreement, dated as of June 21, 1988, between Kimberly-Clark Corporation and The First National Bank of Boston (as so amended and restated, the "Amended and Re- stated Rights Agreement"). The Rights Plan, as amended by the Amended and Restated Rights Agreement (the "Amended Plan"), eliminates (i) the stockholder referendum procedure that pro- vided for the redemption of the Rights, prior to the acquisi- tion by any person or group of 20% or more of the Company's Common Stock, either by action of the Board of Directors or by direct action of stockholders without the approval of the Company's Board of Directors and, (ii) the qualified offer provision that provided that the "flip-in" provision would not apply in the event a person purchased at least 80% of the Company's common stock pursuant to a cash tender offer for all outstanding shares. The Amended Plan extends the expiration date of the Rights to June 8, 2005, ten years from the adoption of the Amended and Restated Rights Agreement. In addition, the Amended Plan increases the exercise price of each Right from $100 per one two-hundredth of a share of the Company's Series A Junior Participating Preferred Stock to $225 per one one- hundredth of a share of the Company's Series A Junior Partici- pating Preferred Stock, and provides that the Right associated with each share of Common Stock, par value $1.25 per share, of the Company shall be amended to represent a Right to purchase one one-hundredth of a share of the Company's Series A Junior Participating Preferred Stock. The foregoing description of the Amended Plan is qualified in its entirety by reference to the full text of the Amended and Restated Rights Agreement, which is attached hereto as Exhibit 1 and is incorporated herein by reference. -2- Item 2. Exhibits 1. Rights Agreement, dated as of June 21, 1988, as amended and restated as of June 8, 1995, between Kimberly-Clark Corporation and The First National Bank of Boston, as Rights Agent. -3- SIGNATURES Pursuant to the requirements of the Securities Ex- change Act of 1934, the registrant has duly caused this amend- ment to be signed on its behalf by the undersigned thereunto duly authorized. KIMBERLY-CLARK CORPORATION By: /s/ Donald M. Crook Name: Donald M. Crook Title: Vice President and Secretary Dated: June 13, 1995 -4- INDEX TO EXHIBITS Exhibit Page 1. Rights Agreement, dated as of June 21, 6 1988, as amended and restated as of June 8, 1995, between Kimberly-Clark Corporation and The First National Bank of Boston, as Rights Agent. -5-