SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Filed pursuant to Section 13, or 15(d) of
the Securities Exchange Act of 1934
Date of Report: June 13, 1995
KIMBERLY-CLARK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of other Jurisdiction of Incorporation)
1-225 39-0394230
(Commission File Number) (IRS Employer Identification No.)
P.O. Box 619100, Dallas, Texas 75261-9100
(Address of Principal Executive Offices) (Zip Code)
(214) 281-1200
(Registrant's Telephone Number)
The undersigned registrant hereby reports the event,
as set forth below, with respect to which information is not
otherwise called for by this form, that the registrant deems of
importance to security-holders.
Item 5. Other Events.
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.
In addition, on June 8, 1995, the Board of Directors
amended and restated the By-Laws of the Company, principally
to: (i) authorize the Board to postpone previously scheduled
special meetings in accordance with applicable law, (ii) speci-
fically authorize the Chairman of a stockholder meeting to
adjourn the meeting from time to time whether or not a quorum
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is present and (iii) establish procedures with respect to the
notice required for stockholders to conduct business at an
annual or special meeting.
The foregoing description of the By-Laws dated as of
June 8, 1995 is qualified in its entirety by reference to the
full text of such By-Laws, which are attached hereto as Exhibit
2 and are incorporated herein by reference.
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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.
2. By-Laws of Kimberly-Clark Corporation as amended as of
June 8, 1995.
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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
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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.
2. By-Laws of Kimberly-Clark Corporation as
amended as of June 8, 1995 84
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