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): November 26, 1996
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, 94612
Oakland, California
(Address of Principal (Zip Code)
Executive Offices)
@@
510/271-7000
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events.
On November 26, 1996, the registrant, Shield Acquisition
Corporation, a Delaware corporation and wholly-owned
subsidiary of the registrant (the "Offeror"), and Armor
All Products Corporation, a Delaware corporation ("Armor All"),
entered into an Agreement and Plan of Merger (the "Merger
Agreement") providing for a tender offer (the "Offer") by
the Offeror for any or all of the shares of Armor All's
common stock (the "Shares"). Following the Offer and the
Offeror's payment for the Shares tendered pursuant to the
Offer, subject to certain conditions, the Merger Agreement
provides for the merger of Armor All with and into the
Offeror (the "Merger"), with Armor All as the surviving
corporation. Under the terms of the Merger Agreement,
Armor All stockholders who tender Shares will receive
$19.09 from Offeror for each Share tendered. Concurrently
with the execution of the Merger Agreement on November 26,
1996, the registrant, the Offeror and McKesson Corporation,
a stockholder of Armor All currently holding approximately
54% of the Shares ("McKesson"), entered into a stockholder
agreement (the "Stockholder Agreement"), pursuant to which
McKesson agreed to tender all Shares owned by it pursuant
to the Offer and granted to the registrant an irrevocable
proxy to vote McKesson's Shares in connection with any
meeting of the stockholders of Armor All regarding the
Merger or certain other matters. On December 2, 1996, the
Offeror and the registrant filed with the Securities and
Exchange Commission a Tender Offer Statement on Schedule
14D-1 in connection with the Offeror's offer to purchase
all of the Shares, which provides additional information
regarding the Offer and the Merger and attaches the
Merger Agreement and the Stockholder Agreement as exhibits
thereto.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
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1.1 Form of press release of the registrant issued on
November 26, 1996.
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.
THE CLOROX COMPANY
Date: December 3, 1996 By: /s/ E. A. CUTTER
E.A. Cutter
Senior Vice President -
General Counsel and Secretary
EXHIBIT 1.1 TO FORM 8-K
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CLOROX WILL ACQUIRE ARMOR ALL, THE LEADING
LINE OF AUTOMOTIVE CLEANING PRODUCTS
Move extends Clorox's cleaning expertise
into a major new category
Oakland, Calif., Nov. 26, 1996 -- The Clorox Company
(CLX-NY, PSE), a leading consumer products manufacturer,
said today that it will add the top line of automotive
cleaning products to its portfolio with the planned
acquisition of Armor All Products Corporation (ARMR-NASDAQ).
Clorox and Armor All have entered into an agreement
and plan of merger under which Clorox will make a tender
offer for 100 percent of Armor All's common stock at a
price of $19.09 per share for a total of approximately
$400 million. Armor All's board of directors has unanimously
approved the agreement and recommended that Armor All's
stockholders accept the Clorox offer. McKesson Corporation,
which owns 55 percent of Armor All's common stock, has
agreed to tender all of its shares.
The tender offer is expected to commence on Dec. 2, 1996
and to close before the end of the year. Armor All's regular
quarterly dividend of 16 cents per share, declared Nov. 12,
1996, will be paid on Jan. 2, 1997 to stockholders of record
Dec. 2, 1996.
Clorox plans to fund the acquisition with cash and
short-term borrowings.
The acquisition is expected to be modestly dilutive,
with Clorox's fiscal year 1997 earnings impacted by about 2
percent to 3 percent. This is based on preliminary estimates,
and actual results may vary.
Based in Orange County (Calif.), Armor All reported fiscal
1996 revenues of $186 million. Some 73 percent of sales, or
about $136 million, was in U.S. automotive cleaners. The balance
was in international Armor All sales and in a line of domestic
do-it-yourself home care products.
Armor All leads the $710 million automotive cleaning
products market with a 30 percent share, and has about a 60
percent share of the $170 million protectant segment.
"This acquisition is right on target with our strategy of
finding strong equities in new categories close in to what we
do and where we can add value," said Clorox Chairman and CEO
Craig Sullivan.
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<PAGE>
"Armor All is a great brand equity with leading positions
in the market and extraordinarily high consumer awareness and
satisfaction ratings," Sullivan continued. "This acquisition
is a logical extension of our home cleaning expertise into a
market where we will have a leading position. It fits virtually
all of our criteria for acquisitions into new categories."
Sullivan noted that the key benefits consumers want in
their cleaning products, whether in the home or in the garage,
are identical. They want surfaces to be clean and new looking
with minimal effort. They want to protect their investments,
and they take satisfaction in making their possessions look
new again.
Clorox plans to achieve significant synergies with its
other core businesses in marketing and manufacturing, and in
R&D, "where our goal is to lead the category in product quality
and performance," Sullivan stated. He added that the automotive
cleaner market is a favorable environment for Clorox's marketing
strengths and that "Armor All" is a strong advertisable brand
name.
Since about half of Armor All volume is sold to customers
with whom Clorox already does business, there is a significant
opportunity to improve delivery efficiency for these customers.
Many customers will be able to pool orders with other Clorox
products for greater savings. "We also look forward to developing
a positive growth relationship with new customers in the retail
automotive channel," Sullivan added.
Internationally, Armor All will add mass to Clorox businesses
in Canada, Mexico, Puerto Rico and Japan, all places where
Clorox already has operations.
Dollar sales for the $710 million automotive cleaning
products market were up approximately 5.3 percent for the 12
months ended August 1996. In the protectant segment, which
Armor All created 25 years ago and continues to lead, dollar
sales were up approximately 5.6 percent. Armor All products
also lead the wash, tire cleaner and wheel cleaner segments.
Clorox believes several factors may drive growth faster
in automotive cleaning than in home cleaning. Among them,
vehicle ownership is up 20 percent over the past 10 years and
exceeds the population's growth rate. Consumers are keeping
their cars longer, and older cars are more likely to be washed
and polished at home. And because new car prices are increasing
faster than salaries, consumers are more attentive to
protecting their investment.
In addition to its line of home cleaning products, The
Clorox Company manufactures and markets bleaches, cat litters
and insecticides, charcoal briquets, salad dressings and
sauces. The company had net earnings of $222 million on sales
of $2.2 billion for the year ended June 30.
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<PAGE>
This announcement contains forward looking statements
relating to the integration of the Armor All business into
Clorox's business. The Private Securities Litigation Reform
Act of 1995 provides a safe harbor for such statements
provided the Company makes note of risk factors associated
with them. Therefore the Company points out that acquisitions
involved a number of risks which can cause actual results to
be materially different from expected results. There can be
no assurance that Clorox will be able to successfully
integrate and then manage Armor All without unanticipated
costs, delays or problems.
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CONTACTS
News Media Investment Community
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Fred Reicker Karen Rose
(W) 510-271-7291 (W) 510-271-7385
(H) 510-351-7548
Ughetta Ugolini
(W) 510-271-2270
McKesson
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Janet Bley
(415) 983-9357
