AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 13, 2001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): FEBRUARY 1, 2001
THE CLOROX COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-07151 31-0595760
(Commission file Number) (I.R.S. Employer Identification No.)
1221 BROADWAY OAKLAND, CA 94612-1888
(Address of Principal Executive Offices) (Zip Code)
(510) 271-7000
(Registrant's Telephone Number, Including Area Code)
With a copy to:
John W. Campbell III, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
ITEM 5. OTHER EVENTS.
On February 1, 2001, The Clorox Company (the "Company") executed an
Underwriting Agreement by and among the Company and Salomon Smith Barney Inc. as
representatives of the several underwriters in connection with the offering of
$300,000,000 aggregate principal amount of its 6 1/8% Notes due February 1, 2011
(the "Notes") pursuant to the Company's shelf registration statement on Form S-3
(Reg. No. 333-75455). The Notes were issued pursuant to an Indenture, dated as
of March 15, 1999, as modified by the First Supplemental Indenture, dated as of
February 8, 2000, between the Company and The Bank of New York.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1.1 Underwriting Agreement, dated as of February 1, 2001, by and among the
Company and Solomon Smith Barney Inc., as representatives of the several
underwriters set forth in Schedule I to the Underwriting Agreement
4.1 First Supplemental Indenture, dated as of February 8, 2001, by and among the
Company and The Bank of New York
4.2 Indenture, dated as of March 15, 1999, by and among the Company and The Bank
of New York as Trustee (filed as Exhibit 4.2 to Registration Statement of Form
S-3 No. 333-75455 dated April 1, 1999, incorporated herein by this reference).
4.3 Specimen Note
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 13, 2001
THE CLOROX COMPANY
By: /s/ Peter D. Bewley
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Peter D. Bewley
Senior Vice President - General Counsel and
Secretary
Exhibit Index
EXHIBIT NO. DESCRIPTION
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1.1 Underwriting Agreement for the 6 1/8% Notes, dated as of February 1, 2001, by and among the Company
and Salomon Smith Barney Inc., as Representatives of the several underwriters set forth in Schedule
I to the Underwriting Agreement.
4.1 First Supplemental Indenture for the 6 18% Notes, dated as of February 8, 2001, by and among the
Company and The Bank of New York
4.2 Indenture, dated as of February 8, 2001, by and among the Company and The Bank of new York as
Trustee (filed as Exhibit 4.2 to Registration Statement of Form S-3 No. 333-75455 dated April 1,
1999, incorporated herein by this reference)
4.3 Specimen Note