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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): July 16, 1995
KIMBERLY-CLARK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-225 39-0394230
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
P.O. BOX 619100, DALLAS, TEXAS 75261-9100
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 281-1200
N/A
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On July 16, 1995, Kimberly-Clark Corporation, a Delaware corporation
("Kimberly-Clark"), entered into an Agreement and Plan of Merger dated as of
July 16, 1995 (the "Merger Agreement") with Rifle Merger Co., a Pennsylvania
corporation and a wholly-owned subsidiary of Kimberly-Clark ("Sub"), and Scott
Paper Company, a Pennsylvania corporation ("Scott"). The Merger Agreement
provides for the merger (the "Merger") of Sub with and into Scott, with Scott
surviving as a wholly-owned subsidiary of Kimberly-Clark.
Pursuant to the Merger Agreement, each common share, without par value, of
Scott ("Scott Common Shares") outstanding immediately prior to the Effective
Time (as defined in the Merger Agreement) of the Merger (other than shares owned
directly or indirectly by Kimberly-Clark or Scott, which shares will be
cancelled) will be converted into 0.765 (0.780 if the record date for
Kimberly-Clark's previously announced spinoff of its tobacco papers business
precedes the Merger) of a share of common stock, $1.25 par value, of
Kimberly-Clark ("Kimberly-Clark Common Stock"), including the corresponding
percentage of a right to purchase shares of Series A Junior Participating
Preferred Stock of Kimberly-Clark. Each holder of a certificate representing
prior to the Effective Time Scott Common Shares will cease to have any rights
with respect thereto after the Merger, except the right to receive (i)
certificate(s) representing the shares of Kimberly-Clark Common Stock into which
such Scott Common Shares have been converted, (ii) certain dividends and other
distributions previously withheld in accordance with Section 1.7 of the Merger
Agreement pending the exchange of stock certificate(s) and (iii) any cash,
without interest, to be paid in lieu of any fractional share of Kimberly Clark
Common Stock in accordance with Section 1.8 of the Merger Agreement.
Prior to its execution, the Merger Agreement was approved by the respective
Boards of Directors of Kimberly-Clark and Scott. Fairness opinions were
delivered by Dillon, Read & Co. Inc. and Salomon Brothers Inc to the Board of
Directors of Kimberly-Clark and Scott, respectively. The consummation of the
Merger is subject, among other things, to the approval of the issuance of
Kimberly-Clark Common Stock by the stockholders of Kimberly-Clark, to the
approval of the Merger by the shareholders of Scott and to certain regulatory
approvals. In connection with the execution of the Merger Agreement,
Kimberly-Clark and Scott entered into a number of agreements with the six senior
executive officers of Scott. Prior to the mailing of the Joint Proxy
Statement/Prospectus relating to the Merger, all of the outstanding Cumulative
Senior Preferred Shares of Scott will be redeemed.
Copies of the Merger Agreement and the Press Release issued by
Kimberly-Clark and Scott on July 17, 1995 with respect to the Merger are
attached hereto as Exhibits 99.1 and 99.2, respectively, and each is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
EXHIBIT
NO. DESCRIPTION
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99.1 Agreement and Plan of Merger dated as of July 16, 1995 among Kimberly-Clark, Sub and
Scott.
99.2 Press release issued by Kimberly-Clark and Scott on July 17, 1995.
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SIGNATURE
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.
KIMBERLY-CLARK CORPORATION
Date: July 16, 1995 By: JOHN W. DONEHOWER
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John W. Donehower
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
The following exhibits are filed herewith:
EXHIBIT
NO. DESCRIPTION PAGE
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99.1 Agreement and Plan of Merger dated as of July 16, 1995 among Kimberly-Clark,
Sub and Scott.
99.2 Press release issued by Kimberly-Clark and Scott on July 17, 1995.
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