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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): DECEMBER 12, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 12, 1995, Scott Paper Company, a Pennsylvania corporation
("Scott"), became a wholly-owned subsidiary of Kimberly-Clark Corporation, a
Delaware corporation ("Kimberly-Clark"), upon consummation of the merger (the
"Merger") contemplated by the Agreement and Plan of Merger dated as of July 16,
1995 (the "Merger Agreement") among Kimberly-Clark, a wholly-owned subsidiary of
Kimberly-Clark, and Scott.
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 were cancelled)
was converted into 0.780 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, without par value, of Kimberly-Clark. The only right which the
holder of certificate(s) that represented Scott Common Shares immediately prior
to the Effective Time has with respect thereto is to receive, upon surrender to
the Exchange Agent (as defined in the Merger Agreement) of all such
certificate(s): (i) a certificate representing the number of whole shares of
Kimberly-Clark Common Stock into which his, her or its 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) cash in lieu of any fractional share
of Kimberly Clark Common Stock in accordance with Section 1.8 of the Merger
Agreement. Cash distributions will not bear interest.
A copy of the Press Release issued by Kimberly-Clark on December 12, 1995
with respect to the Merger is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The other information required by this item has been previously reported by
Kimberly-Clark or Scott and is included or incorporated by reference in the
Joint Proxy Statement/Prospectus (the "Proxy Statement/Prospectus") which
constitutes a part of Kimberly-Clark's Registration Statement on Form S-4
(Registration No. 33-64063).
ITEM 5. OTHER EVENTS.
On December 12, 1995, Kimberly-Clark announced that it had reached an
agreement with the Antitrust Division of the United States Department of Justice
and the Texas State Attorney General on a proposed consent decree (the "Consent
Decree") which requires Kimberly-Clark to divest the Scotties facial tissue
business and to sell up to two of four specified tissue mills in the United
States. The proposed Consent Decree also requires Kimberly-Clark to divest three
brands of wipes -- Baby Fresh, Wash-a-bye Baby and Kid Fresh, as well as the
Dover, Delaware plant where they are produced.
On December 12, 1995, Kimberly-Clark also announced (the "EC Announcement")
that the European Commission (the "EC") had lifted its suspension order that
prohibited the consummation of the Merger. As a part of its action, the EC
required Kimberly-Clark's and Scott's European operations be held separate
pending completion of the EC's review of the Merger in January 1996.
On December 13, 1995, Kimberly-Clark announced (the "Future Operations
Announcement") some of its immediate plans to combine certain of the worldwide
operations of Kimberly-Clark and Scott and certain of the anticipated costs and
savings related thereto.
Copies of the Press Releases issued by Kimberly-Clark on December 12, 1995
with respect to the Consent Decree and the EC Announcement and on December 13,
1995 with respect to the Future Operations Announcement are attached hereto as
Exhibits 99.2, 99.3 and 99.4, respectively, and each is incorporated herein by
reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired:
The Scott financial statements required by this item have been previously
reported by Scott and are included or incorporated by reference in the Proxy
Statement/Prospectus.
(b) Pro forma financial information:
It is not practical for Kimberly-Clark to provide at this time the pro
forma financial statements to reflect the estimated impact of the Merger on the
historical Consolidated Financial Statements of Kimberly-Clark at September 30,
1995 and for the nine-month periods ended September 30, 1994 and 1995. Such pro
forma financial statements are expected to be filed as an amendment to this
Current Report on Form 8-K no later than January 15, 1996; and in no event will
such amendment be filed later than February 26, 1996.
The other pro forma financial statements required by this item have been
previously reported by Kimberly-Clark and are included in the Proxy
Statement/Prospectus.
(c) Exhibits:
99.1 Press release issued by Kimberly-Clark on December 12, 1995 with respect
to the Merger.
99.2 Press release issued by Kimberly-Clark on December 12, 1995 with respect
to the Consent Decree.
99.3 Press release issued by Kimberly-Clark on December 12, 1995 with respect
to the EC Announcement.
99.4 Press release issued by Kimberly-Clark on December 13, 1995 with respect
to the Future Operations Announcement.
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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 thereunto duly authorized.
KIMBERLY-CLARK CORPORATION
Date: December 20, 1995 By: O. GEORGE EVERBACH
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O. George Everbach
Senior Vice President
Law and Government Affairs
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EXHIBIT INDEX
The following Exhibits are filed herewith:
EXHIBIT DESCRIPTION
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99.1 Press release issued by Kimberly-Clark on December 12, 1995 with respect to the
Merger.
99.2 Press release issued by Kimberly-Clark on December 12, 1995 with respect to the
Consent Decree.
99.3 Press release issued by Kimberly-Clark on December 12, 1995 with respect to the EC
Announcement.
99.4 Press release issued by Kimberly-Clark on December 13, 1995 with respect to the
Future Operations Announcement.