<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 2000,
REGISTRATION NO. 333-75455
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
THE CLOROX COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 31-0595760
(State of incorporation) (I.R.S. Employer
Identification Number)
</TABLE>
1221 BROADWAY
OAKLAND, CALIFORNIA 94612-1888
(510) 271-7000
(Address, Including Zip Code And Telephone Number, Including Area Code, Of
Registrant's Principal Executive Offices)
G. C. SULLIVAN
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
THE CLOROX COMPANY
1221 BROADWAY
OAKLAND, CALIFORNIA 94612-1888
(510) 271-7000
(Name, Address, Including Zip Code, And Telephone Number, Including Area Code,
Of Agent For Service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
PETER D. BEWLEY, ESQ. JOHN W. CAMPBELL, III, ESQ.
The Clorox Company S. DAVID GOLDENBERG, ESQ.
1221 Broadway JAMES M. BIRKELUND, ESQ.
Oakland, California 94612-1888 Morrison & Foerster LLP
(510) 271-7000 425 Market Street
San Francisco, California 94105-2482
(415) 268-7000
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities............................. $750,000,000(1) 100% $750,000,000(2)(3) $208,500(3)
</TABLE>
(1) Or, if any debt securities are issued at original issue discount, a greater
amount as may result in the initial offering prices for debt securities
aggregating $750,000,000. Any offering of debt securities denominated in any
foreign currencies or foreign currency units will be treated as the
equivalent in U.S. dollars based on the exchange rate applicable to the
purchase of those debt securities from the Registrant.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933.
(3) Of the $750,000,000 of debt securities registered hereby, $200,000,000
aggregate principal amount of such securities was registered pursuant to the
Registrant's Registration Statement on Form S-3, No. 33-40843, and are
unissued as of the date hereof. A registration fee of $50,000 was previously
paid with respect to such debt securities and, pursuant to Rule 429 under
the Securities Act, the registration fee payable hereunder is offset by such
previously paid amount. The remaining $158,500 was previously paid with the
initial filing.
Pursuant to Rule 429 under the Securities Act, the Prospectus filed as part
of this registration statement relates to the securities registered hereby,
including the remaining unsold $200,000,000 principal amount of debt securities
previously registered by the Registrant under its Registration Statement on Form
S-3, No. 33-40843.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. CLOROX
MAY NOT SELL THESE DEBT SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE DEBT
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE DEBT SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
NOT YET EFFECTIVE, DATED SEPTEMBER 28, 2000
$750,000,000
THE CLOROX COMPANY
DEBT SECURITIES
The Clorox Company may offer and sell from time to time debt securities
consisting of debentures, notes and/or other unsecured evidences of indebtedness
in one or more series at an aggregate initial offering price not to exceed
$750,000,000. We may offer these debt securities in separate series in amounts,
at prices and on terms determined at the time of offering.
An accompanying prospectus supplement will show the principal amount,
maturity, interest rate or rates, whether the interest rate or rates will be
fixed or variable and/or any method of determining the interest rate or rates,
the initial public offering price, trading symbol, markets and other terms of
each series of debt securities.
We may sell debt securities to or through underwriters, dealers or agents or
directly to other purchasers. See "Plan of Distribution." The names of any
underwriters, dealers or agents and their compensation will be stated in the
applicable prospectus supplement.
THIS INVESTMENT INVOLVES RISKS. SEE THE "RISK FACTORS" SECTION BEGINNING ON PAGE
2.
YOU SHOULD READ THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT
CAREFULLY BEFORE YOU INVEST.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 2000.
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED IN THIS PROSPECTUS OR
EXPLICITLY MADE PART OF THIS DOCUMENT BY REFERENCE AND THE ACCOMPANYING
PROSPECTUS SUPPLEMENT. NO PERSON HAS BEEN AUTHORIZED BY US TO PROVIDE YOU WITH
ANY OTHER INFORMATION. CLOROX IS NOT MAKING AN OFFER OF ANY DEBT SECURITIES IN
ANY STATE WHERE THE OFFER IS UNLAWFUL. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS
CORRECT AS OF ANY DATE AFTER THE DATE OF THIS PROSPECTUS AND THE PROSPECTUS
SUPPLEMENT.
THE CLOROX COMPANY
Clorox was organized as a Delaware corporation in 1986. We will refer to The
Clorox Company and its subsidiaries together in this prospectus as Clorox. We
build brand franchises for consumer products sold primarily in grocery stores
and other retail outlets throughout the United States and in many parts of the
world. Clorox's line of domestic retail products includes many of the country's
best-known brands of laundry additives, home cleaning products, automotive
additive and appearance products, cat litters, insecticides, charcoal
briquettes, salad dressings, sauces, water filtration systems, plastic wrap,
bags and containers, trash bags and home fireplace products. Internationally,
Clorox markets laundry additives, home cleaning products, insecticides, plastic
wrap, bags and containers, trash bags, and automotive additive and appearance
products, primarily in developing countries. Overall, Clorox products are sold
in more than 80 countries, and Clorox operates manufacturing and major warehouse
facilities in more than 60 locations in the United States and abroad.
We maintain our principal executive offices at 1221 Broadway, Oakland,
California 94612-1888. Our telephone number is (510) 271-2150.
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS, YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN DETERMINING WHETHER OR NOT TO
PURCHASE THE DEBT SECURITIES. YOU SHOULD CONSIDER THESE MATTERS IN CONJUNCTION
WITH THE OTHER INFORMATION INCLUDED OR EXPLICITLY MADE PART OF THIS DOCUMENT BY
REFERENCE IN THIS PROSPECTUS.
CHANGES IN OUR CREDIT RATING OR THE CREDIT MARKETS COULD ADVERSELY AFFECT THE
PRICE OF THE DEBT SECURITIES
The interest rate, selling price, initial offering discount or any premium
offered for the debt securities will be based on a number of factors, including
Clorox's rating with major credit rating agencies, the prevailing interest rates
being paid by other companies similar to Clorox, and the overall condition of
the financial markets at the time of the initial distribution of any series of
debt securities. The condition of the credit markets and prevailing interest
rates have fluctuated in the past and are likely to fluctuate in the future.
Fluctuations in these factors could have an adverse effect on the price of the
debt securities. In addition, credit rating agencies continually revise their
ratings for the companies that they follow. We cannot be sure that credit rating
agencies will maintain Clorox's rating at any time after the issuance of any
series of debt securities. A negative change in Clorox's rating could have an
adverse effect on the price of the debt securities.
AVAILABLE ADDITIONAL BORROWING COULD INCREASE DEFAULT RISKS
Clorox is permitted to incur additional indebtedness, including secured
indebtedness, in addition to its other current indebtedness and the debt
securities described in this document. If we do incur new indebtedness, the risk
of default on the debt securities could intensify.
2
<PAGE>
YOUR INVESTMENT IN THE DEBT SECURITIES MAY BE ILLIQUID
Prior to the initial offering of any series of debt securities, there will
be no market for the debt securities and the underwriters are under no
obligation to make a market for the debt securities. As a result of these facts,
you may not be able to sell any debt securities you purchase in the quantities
and at the prices found for similar debt securities with more liquid trading
markets.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS COULD ADVERSELY AFFECT THE PRICE OF
THE DEBT SECURITIES
We cannot be sure that our operating results will improve from
quarter-to-quarter, or that if any improvement is shown, the degree of
improvement will meet expectations of investors or our credit rating agencies.
Failure to meet investor or credit rating agency expectations can result in
declines in the price of the debt securities if such failure suggests that it is
less likely that we will be able to pay interest on the debt securities or repay
the principal balance of the debt securities. Our quarterly operating results
will be influenced by a number of factors, including the following:
- the introduction of new products and line extensions by us or our
competitors;
- the mix of products sold in a given quarter;
- our ability to control our internal costs and the cost of raw materials;
- significant increases in energy costs;
- changes in our product pricing policies or in the policies of our
competitors;
- changes in accounting policies; or
- the impact of general economic conditions in the United States and in
other countries in which we currently do business.
In addition, sales volume growth, whether due to acquisitions or to internal
growth, can place burdens on our management resources and financial controls
that, in turn, can have a negative impact on operating results. To some extent,
we set our expense levels in anticipation of future revenues. If actual revenue
falls short of these expectations, our operating results are likely to be
adversely affected. Because of all of these factors, we believe that
quarter-to-quarter comparisons of our results of operations should not be relied
upon as indications of future performance.
OPERATION OUTSIDE THE UNITED STATES EXPOSE CLOROX TO UNCERTAIN CONDITIONS IN
OVERSEAS MARKETS
We believe that our sales outside the United States, which were 19% of net
sales in fiscal year 2000, are likely to increase as a percentage of our total
sales. As a result, we will increasingly face the risks created by having
foreign operations, including:
- economic or political instability in our overseas markets; and
- fluctuations in foreign currency exchange rates that may make our products
more expensive in our foreign markets or negatively impact our sales or
earnings.
All of these risks could have a significant impact on Clorox's ability to
sell its products on a timely and competitive basis in foreign markets and may
have a material adverse effect on our results of operations or financial
position. Clorox seeks to limit its foreign currency exchange risks through the
use of foreign currency forward contracts when practical, but cannot be sure
that this strategy will be successful. In addition, the Clorox's operations
outside the United States are subject to the risk of new and different legal and
regulatory requirements in local jurisdictions, potential difficulties in
staffing and managing local operations, credit risk of local customers and
distributors, and potentially adverse tax consequences.
3
<PAGE>
FAILURE TO SUCCESSFULLY MAKE AND INTEGRATE ACQUISITIONS COULD ADVERSELY AFFECT
OUR FINANCIAL CONDITION
One of our strategies is to increase our sales volume, earnings and the
markets we serve through the acquisition of, or merger with, other businesses in
the United States and internationally. If we are not able to identify, acquire
or profitably manage additional companies or operations or successfully
integrate recent or future acquisitions, into our operations, the adverse effect
on our future growth and financial condition could cause market price declines
for the debt securities or adversely affect our ability to pay interest or repay
the principal balance of the debt securities. In addition, there can be no
assurance that companies or operations acquired will be profitable at the time
of their acquisition or will achieve sales levels and profitability that justify
the investment made.
FAILURE TO MAKE CONTINUOUS AND SUCCESSFUL NEW PRODUCT INTRODUCTIONS COULD RESULT
IN DECLINES IN FINANCIAL PERFORMANCE
In most categories in which we compete, there are frequent introductions of
new products and line extensions. If we are not able to identify emerging
consumer and technological trends and to maintain and improve the
competitiveness of our products, we will lose market position and there will be
an adverse effect on our financial performance. We cannot be sure that we will
successfully achieve those goals. Continued product development and marketing
efforts have all the risks inherent in the development of new products and line
extensions, including development delays, the failure of new products and line
extensions to achieve anticipated levels of market acceptance, and the cost of
failed product introductions.
GOVERNMENT REGULATIONS COULD IMPOSE MATERIAL ADDITIONAL COSTS AND/OR MATERIALLY
REDUCE REVENUE
The manufacture, packaging, storage, distribution and labeling of Clorox's
products and its business operations generally all must comply with extensive
federal, state, and foreign laws and regulations. For example, in the United
States, many of our products are regulated by the Environmental Protection
Agency, the Food and Drug Administration, and the Consumer Product Safety
Commission. Most states have agencies that regulate in parallel to these federal
agencies. The failure to comply with applicable laws and regulations in these or
other areas, including taxes, could subject Clorox to civil remedies, including
fines, injunctions, recalls or asset seizures, as well as potential criminal
sanctions, any of which could have a material adverse effect on Clorox. Loss of
or failure to obtain necessary permits and registrations could delay or prevent
Clorox from introducing new products, building new facilities or acquiring new
businesses and could adversely affect operating results.
ENVIRONMENTAL MATTERS CREATE POTENTIAL LIABILITY RISKS
We must comply with various environmental laws and regulations in the
jurisdictions in which it operates, including those relating to air emissions,
water discharges, the handling and disposal of solid and hazardous wastes, and
the remediation of contamination associated with the use and disposal of
hazardous substances. Clorox has incurred, and will continue to incur, capital
and operating expenditures and other costs in complying with those laws and
regulations in the United States and internationally. Clorox is currently
involved in or has potential liability with respect to the remediation of past
contamination in the operation of some of its presently and formerly owned and
leased facilities. In addition, some of our present and former facilities have
been or had been in operation for many years, and over that time, some of these
facilities may have used substances or generated and disposed of wastes that are
or may be considered hazardous. It is possible that those sites, as well as
disposal sites owned by third parties to which we have sent waste, may in the
future be identified and become the subject of remediation. It is possible that
we could become subject to additional environmental liabilities in the future
that could result in a material adverse effect on our results of operations or
financial condition.
4
<PAGE>
FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY COULD REDUCE OUR COMPETITIVENESS
We rely on trademark, trade secret, patent and copyright law to protect our
intellectual property. We cannot be sure that these intellectual property rights
can be successfully asserted in the future or will not be invalidated,
circumvented or challenged. In addition, laws of some of the foreign countries
in which our products are or may be sold do not protect our intellectual
property rights to the same extent as the laws of the United States. The failure
of Clorox to protect its proprietary information and any successful intellectual
property challenges or infringement proceedings against it could make Clorox
less competitive and could have a material adverse effect on Clorox's business,
operating results and financial condition.
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE
The information in this prospectus and information we have explicitly made
part of this prospectus by reference contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act about Clorox. Although
Clorox believes that, in making these statements, its expectations are based on
reasonable assumptions, any forward-looking statement may be influenced by
factors that could cause actual outcomes and results to be materially different
from those projected. When used in this prospectus, the words "anticipates,"
"believes," "expects," "intends," and similar expressions as they relate to
Clorox or management members are intended to identify these forward-looking
statements. These forward-looking statements are uncertain. Important factors
that could cause actual results to differ materially from those in
forward-looking statements, some of which may be beyond the control of Clorox,
include:
- the impact of general economic conditions in the United States and Canada
and in other countries in which Clorox or its affiliates currently do
business;
- industry conditions, including competition and product and raw material
prices;
- fluctuations in exchange rates and currency values; capital expenditure
requirements;
- legislative or regulatory requirements, particularly concerning
environmental matters;
- interest rates;
- access to capital markets;
- the timing of and value received in connection with asset divestitures;
and
- obtaining required approvals of debtholders.
Our actual results, performance or achievement could differ materially from
those expressed in, or implied by, these forward-looking statements and,
therefore we cannot be sure that any of the events anticipated by the
forward-looking statements will occur or transpire, or, if any of them do so,
what impact they will have on our results of operations and financial condition.
FAILURE TO HAVE ADEQUATELY ADDRESSED YEAR 2000 COMPLIANCE COULD DISRUPT OUR
OPERATIONS
In 1997, Clorox established a comprehensive corporate-wide program to
address the Year 2000 or "Y2K" problem. This effort encompassed software,
hardware, electronic data interchange, networks, personal computers,
manufacturing and other facilities, embedded chips, century certification,
supplier and customer readiness, contingency planning and domestic and
international operations. Following Clorox's January 29, 1999 merger with First
Brands, Clorox incorporated First Brands and its subsidiaries into its Y2K
compliance program.
As of December 31, 1999, we had completed all of our Y2K compliance efforts
on all of our critical domestic and international business systems, our critical
plant floor equipment, instrumentation
5
<PAGE>
and facilities, and our third party assessment for all of our operations. We
developed written contingency plans for our critical operations and third party
relationships, but did not implement any of these plans because we did not
experience any material Y2K related issues with the turnover of the year to
2000.
Y2K costs were expensed as incurred and funded through operating cash flows.
Through the fiscal year ended June 30, 2000, Clorox has expensed incremental
remediation costs of $20.5 million and accelerated strategic upgrade costs of
$20.5 million. Clorox expensed $4 million in fiscal year 2000 on Y2K remediation
issues. We did not defer any critical information technology projects because of
our Year 2000 program efforts, which were primarily addressed through a joint
team of our business and information technology resources.
6
<PAGE>
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, the net
proceeds Clorox receives from the sale of the debt securities will be used for
general corporate purposes. General corporate purposes may include refinancing
existing debt and funding future acquisitions, capital expenditures and working
capital requirements.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth Clorox's ratio of earnings to fixed charges
for the periods indicated:
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
----------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges.......................... 7.0 5.0 6.1 6.8 8.3
</TABLE>
For purposes of computing the above ratios, earnings consist of earnings
before income taxes and cumulative effect of change in accounting principle,
plus amortization of capitalized interest and fixed charges, less capitalized
interest and undistributed income of equity investees; and fixed charges include
interest expense, capitalized interest and the portion of rents representative
of an interest factor.
DESCRIPTION OF DEBT SECURITIES
THIS PROSPECTUS DESCRIBES THE MATERIAL GENERAL TERMS AND PROVISIONS OF THE
DEBT SECURITIES. WHEN WE OFFER A PARTICULAR SERIES OF DEBT SECURITIES, WE WILL
DESCRIBE THE SPECIFIC TERMS OF THE SERIES IN A SUPPLEMENT TO THIS PROSPECTUS. WE
WILL ALSO INDICATE IN THE SUPPLEMENT WHETHER THE GENERAL TERMS AND PROVISIONS
DESCRIBED IN THIS PROSPECTUS APPLY TO A PARTICULAR SERIES OF DEBT SECURITIES.
We may offer under this prospectus up to $750,000,000 aggregate principal
amount of debt securities, or if debt securities are issued at a discount, or in
a foreign currency or composite currency, a principal amount as may be sold for
an initial public offering price of up to $750,000,000. Unless otherwise
specified in the applicable prospectus supplement, the debt securities will
represent our direct, unsecured obligations and will rank equally with all of
our other unsecured and unsubordinated indebtedness.
The debt securities we are offering in this prospectus will be issued under
an indenture between us and Bank of New York, as trustee. We have summarized
select portions of the indenture below. The summary is not complete. We have
filed a copy of the indenture as an exhibit to this registration statement and
you should read the indenture for provisions that may be important to you. In
the summary below, we have included references to the section numbers of the
indenture so that you can easily locate these provisions. Capitalized terms used
in the summary below have the meanings specified in the indenture.
GENERAL TERMS
The terms of each series of debt securities will be established by or
through a resolution of a Committee of our Board of Directors and shown or
determined in the manner provided in an officers' certificate or by a
supplemental indenture. (Section 2.2) The particular terms of each series of
debt securities will be described in a prospectus supplement relating to that
series.
We can issue an unlimited amount of debt securities under the indenture that
may be in one or more series with the same or various maturities up to
$750,000,000 aggregate principal amount of debt securities, or if debt
securities are issued at a discount, or in a foreign currency or composite
currency, a principal amount as may be sold for an initial public offering price
of up to $750,000,000. In addition, we may sell these debt securities at a price
equal to their face value, or at prices above or below this amount up to the
$750,000,000 limitation above. We will state in a prospectus supplement relating
to
7
<PAGE>
any series of debt securities being offered, the initial offering price, the
aggregate principal amount and the following terms of the debt securities:
- the title of the debt securities;
- the price or prices at which we will sell the debt securities, expressed
as a percentage of the aggregate principal amount;
- any limit on the aggregate principal amount of the debt securities;
- the date or dates on which we will pay the principal on the debt
securities;
- the interest rate or rates per annum;
- whether the interest rate or rates will be fixed or variable;
- any special method used to determine the interest rate or rates, including
any commodity, commodity index, stock exchange index or financial index
that we will use;
- the date or dates from which interest will accrue;
- the date or dates on which interest will commence and be payable;
- any regular record date for the interest payable on any interest payment
date;
- the place or places where principal of, interest and any additional
redemption value for debt securities originally offered at a discount to
their face value (the premium) on the debt securities will be payable;
- the terms and conditions upon which we may redeem the debt securities;
- any obligation we have to redeem or purchase the debt securities under any
sinking fund or analogous provisions or at the option of a holder of debt
securities;
- the dates on which and the price or prices at which we will repurchase the
debt securities at the option of the holders of debt securities and other
detailed terms and provisions of these repurchase obligations;
- the rights, if any, that we have to redeem and pay the holders for all or
a portion of the debt securities before the stated maturity, and their
related terms;
- the denominations in which the debt securities will be issued, if other
than denominations of $1,000 or any integral multiple of $1,000;
- whether the debt securities will be issued in the form of certificated
debt securities or global debt securities;
- the portion of principal amount of the debt securities payable upon
declaration of acceleration of the maturity date, if other than the
principal amount;
- the currency of denomination of the debt securities;
- the designation of the currency, currencies or currency units in which
payment of principal of, premium and interest on the debt securities will
be made;
- if payments of principal of, premium or interest on the debt securities
will be made in one or more currencies or currency units other than that
or those in which the debt securities are denominated, the manner in which
the exchange rate with respect to these payments will be determined;
- the manner in which the amounts of payment of principal of, premium or
interest on the debt securities will be determined, if these amounts may
be determined by reference to an index
8
<PAGE>
based on a currency or currencies or by reference to a commodity,
commodity index, stock exchange index or financial index;
- any provisions relating to any security provided for the debt securities;
- any addition to or change in the Events of Default described in this
prospectus or in the indenture with respect to the debt securities and any
change in the acceleration provisions described in this prospectus or in
the indenture with respect to the debt securities;
- any addition to or change in the covenants described in this prospectus or
in the indenture with respect to the debt securities;
- any other terms of the debt securities, which may modify or delete any
provision of the indenture as it applies to that series; and
- any depositaries, interest rate calculation agents, exchange rate
calculation agents or other agents with respect to the debt securities.
(Section 2.2)
We may issue debt securities that provide for an amount less than their
stated principal amount to be due and payable upon declaration of acceleration
of their maturity under the terms of the indenture. We will provide you with
information on the federal income tax considerations and other special
considerations applicable to any of these debt securities in the applicable
prospectus supplement.
If we denominate the purchase price of any of the debt securities in a
foreign currency or currencies or a foreign currency unit or units, or if the
principal of and any premium and interest on any series of debt securities is
payable in a foreign currency or currencies or a foreign currency unit or units,
we will provide you with information on the restrictions, elections, general tax
considerations, specific terms and other information with respect to that issue
of debt securities and the foreign currency or currencies or foreign currency
unit or units in the applicable prospectus supplement.
PAYMENT OF INTEREST AND EXCHANGE
We will pay interest in the amounts and at the times described in a
particular series of debt securities. If we default on any interest payment, we
will pay the defaulted interest plus interest on the defaulted interest on a
subsequent special record date, and will notify you in advance of this date.
(Section 2.13) Each debt security will be represented by either one or more
global securities registered in the name of The Depository Trust Company, as
Depositary, or a nominee of the Depositary, which we will refer to in this
prospectus as a "book-entry debt security", or a certificate issued in
definitive registered form, which we will refer to as a "certificated debt
security"). We will state in the applicable prospectus supplement whether a debt
security is a book-entry debt security or a certificated debt security. Except
as shown under "Global debt securities and book-entry system" below, book-entry
debt securities will not be issuable in certificated form.
CERTIFICATED DEBT SECURITIES. You may transfer or exchange certificated
debt securities at the trustee's office or paying agencies according to the
terms of the indenture. You will not need to pay a service charge to transfer or
exchange certificated debt securities, but we may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with a transfer or exchange.
You may transfer certificated debt securities and the right to receive the
principal of, premium and interest on them only by surrendering the old
certificate representing those certificated debt securities and either
reissuance by us or the trustee of the old certificate to the new holder or the
issuance by us or the trustee of a new certificate to the new holder.
9
<PAGE>
GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM. Each global debt security
representing book-entry debt securities will be deposited with, or on behalf of,
the Depositary, and registered in the name of the Depositary or a nominee of the
Depositary.
The Depositary has indicated it intends to follow the following procedures
with respect to book-entry debt securities:
Participants are persons that have accounts with the Depositary for the
related global debt security. Ownership of beneficial interests in book-entry
debt securities will be limited to participants or persons that may hold
interests through participants. Upon the issuance of a global debt security, the
Depositary will credit, on its book-entry registration and transfer system, the
participants' accounts with the respective principal amounts of the book-entry
debt securities represented by this global debt security beneficially owned by
the participants. The accounts to be credited will be designated by any dealers,
underwriters or agents participating in the distribution of the book-entry debt
securities. Ownership of book-entry debt securities will be shown on, and the
transfer of ownership interests will be effected only through, records
maintained by the Depositary for the related global debt security, with respect
to interests of participants, and on the records of participants with respect to
interests of persons holding through participants. The laws of some states may
require that some purchasers of debt securities take physical delivery of their
debt securities in definitive form. These laws may impair the ability to own,
transfer or pledge beneficial interests in book-entry debt securities.
So long as the Depositary for a global debt security, or its nominee, is the
registered owner of that global debt security, the Depositary or its nominee, as
the case may be, will be considered the sole owner or holder of the book-entry
debt securities represented by that global debt security for all purposes under
the indenture. Except as described below, beneficial owners of book-entry debt
securities will not be entitled to have debt securities registered in their
names, will not receive or be entitled to receive physical delivery of a
certificate in definitive form representing debt securities and will not be
considered the owners or holders of those debt securities under the indenture.
Therefore, each person beneficially owning book-entry debt securities must rely
on the procedures of the Depositary for the related global debt security and, if
that person is not a participant, on the procedures of the participant through
which that person owns its interest, to exercise any rights of a holder under
the indenture.
We understand, however, that under existing industry practice, the
Depositary will authorize the persons on whose behalf it holds a global debt
security to exercise the rights of holders of debt securities, and the indenture
provides that we, the trustee and our respective agents will treat as the holder
of a debt security the persons specified in a written statement of the
Depositary with respect to that global debt security for purposes of obtaining
any consents or directions required to be given by holders of the debt
securities under the indenture. (Section 2.14.6)
We will make payments of principal of, and premium and interest on
book-entry debt securities to the Depositary or its nominee, as the case may be,
as the registered holder of the related global debt security. (Section 2.14.5)
Clorox, the trustee and any other agent of ours or agent of the trustee will not
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in a global debt
security or for maintaining, supervising or reviewing any records relating to
these beneficial ownership interests.
We expect that the Depositary, upon receipt of any payment of principal of,
premium or interest on a global debt security, will immediately credit
participants' accounts with payments in amounts proportionate to the respective
amounts of book-entry debt securities held by each participant as shown on the
records of the Depositary. We also expect that payments by participants to
owners of beneficial interests in book-entry debt securities held through those
participants will be governed by standing customer instructions and customary
practices, as is now the case with the debt securities held for the
10
<PAGE>
accounts of customers in bearer form or registered in "street name", and will be
the responsibility of those participants.
We will issue certificated debt securities in exchange for each global debt
security if the Depositary is at any time unwilling or unable to continue as
Depositary or ceases to be a clearing agency registered under the Securities
Exchange Act, and a successor Depositary registered as a clearing agency under
the Securities Exchange Act is not appointed by us within 90 days. In addition,
we may at any time and in our sole discretion determine not to have any of the
book-entry debt securities of any series represented by one or more global debt
securities and, in that event, we will issue certificated debt securities in
exchange for the global debt securities of that series. Global debt securities
will also be exchangeable by the holders for certificated debt securities if an
event of default with respect to the book-entry debt securities represented by
those global debt securities has occurred and is continuing. Any certificated
debt securities issued in exchange for a global debt security will be registered
in the name or names designated by the Depositary to the trustee. We expect that
these instructions will be based upon directions received by the Depositary from
participants with respect to ownership of book-entry debt securities relating to
the global debt security.
We have obtained the foregoing information in this section concerning the
Depositary and the Depositary's book-entry system from sources we believe to be
reliable, but we take no responsibility for the accuracy of this information.
NO PROTECTION IF A CHANGE OF CONTROL OCCURS
Unless we state otherwise in the applicable prospectus supplement, the debt
securities will not contain any provisions that may afford holders of the debt
securities protection if there is a change in control or if there is a major
stock repurchase using Clorox debt, whether or not it results in a change in
control.
COVENANTS
Unless we otherwise state in the applicable prospectus supplement and in a
supplement to the indenture, a board resolution or an officers' certificate
delivered under the indenture, the debt securities will not contain any
restrictive covenants, including covenants restricting us or any of our
subsidiaries from incurring, issuing, assuming or guarantying any indebtedness
secured by a lien upon any of our or our subsidiaries' property or shares of our
or any of our subsidiaries' capital stock, or restricting us or any of our
subsidiaries from entering into any sale and leaseback transactions.
We agree to pay the principal and interest to the holders of the debt
securities according to the debt securities and the indenture. (Section 4.1) We
will provide the trustee with copies of any reports we file with the SEC, as
well as an annual certificate stating that to our knowledge we have complied
with the terms and covenants of the indenture. (Section 4.2, 4.3) We agree to
maintain our corporate existence in its current form and to pay all material
taxes. (Section 4.5, 4.6)
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate with or merge into, or convey, transfer or lease all
or substantially all of our properties and assets to, any person and we may not
permit any person to merge into, or convey, transfer or lease its properties and
assets substantially as an entirety to, us, unless:
- the person is a corporation, partnership, trust or other entity organized
and validly existing under the laws of any U.S. domestic jurisdiction and
expressly assumes our obligations on the debt securities and under the
indenture;
11
<PAGE>
- immediately after giving effect to the transaction, no event of default,
and no event that, after notice or lapse of time, or both, would become an
event of default, shall have occurred and be continuing under the
indenture; and
- we provide an officer's certificate and opinion of counsel to the
foregoing effect. (Section 5.1)
EVENTS OF DEFAULT
"Event of default" means, with respect to any series of debt securities, any
of the following:
- default in the payment of any interest upon any debt security of that
series when it becomes due and payable, and continuance of that default
for a period of 30 days, unless the entire payment is deposited by us with
the trustee or with a paying agent before the expiration of the 30-day
period;
- default in the payment of principal of or premium on any debt security of
that series when due and payable;
- default in the deposit of any sinking fund payment, when and as due in
respect of any debt security of that series;
- default in the performance or breach of any other covenant or warranty by
us in the indenture applicable to that series, which default continues
uncured for a period of 60 days after we receive written notice from the
trustee or we and the trustee receive written notice from the holders of
at least 25% in principal amount of the outstanding debt securities of
that series as provided in the indenture;
- the occurrence of an event of bankruptcy, insolvency or reorganization, as
defined in the indenture; and
- any other event of default provided with respect to debt securities of
that series that is described in the applicable prospectus supplement
accompanying this prospectus.
Except as to events of bankruptcy, insolvency or reorganization as defined
in the indenture, no event of default with respect to a particular series of
debt securities necessarily constitutes an event of default with respect to any
other series of debt securities. (Section 6.1) The occurrence of an event of
default may constitute an event of default under our bank credit agreements in
existence from time to time and under some of our guaranties of subsidiary
indebtedness. In addition, the occurrence of events of default or an
acceleration under the indenture may constitute an event of default under other
present or future agreements relating to our other indebtedness outstanding from
time to time.
If an event of default with respect to debt securities of any series at the
time outstanding occurs and is continuing, then the trustee or the holders of
not less than 25% in principal amount of the outstanding debt securities of that
series may, by written notice to us, declare to be due and payable within 5
business days the principal or, if the debt securities of that series are
discount debt securities, that portion of the principal amount as may be
specified in the terms of that series, and premium of all debt securities of
that series. If the notice is given by the holders, the written notice shall
also be to the trustee. In the case of an event of default resulting from court
orders under the bankruptcy law for relief in an involuntary case, an
appointment of a custodian or an order for Clorox's liquidation, or future
events of default that may be specified in the description of a future series or
by board resolution, the principal or specified amount and premium of all
outstanding debt securities will become and be immediately due and payable
without any declaration or other act by the trustee or any holder of outstanding
debt securities.
At any time after a declaration of acceleration with respect to debt
securities of any series has been made, but before the trustee has obtained a
judgment or decree for payment of the money due,
12
<PAGE>
the holders of greater than 25% in principal amount of the outstanding debt
securities of that series or the trustee may rescind and annul the acceleration
if:
- all events of default, other than the non-payment of accelerated principal
and premium with respect to debt securities of that series, have been
cured or waived as provided in the indenture; and
- we have cured all events of default and paid or deposited with the trustee
a sum sufficient to pay the principal, overdue interest and interest on
the overdue interest to the extent permitted that has become due other
than by acceleration and all sums advanced or paid by the trustee and sums
sufficient to reasonably compensate the trustee and any counsel. (Section
6.2)
For information as to waiver of defaults see the discussion under "Modification
and waiver; rights of trustee" below. We refer you to the prospectus supplement
relating to any series of debt securities that are discount debt securities for
the particular provisions relating to acceleration of a portion of the principal
amount of those discount debt securities upon the occurrence of an event of
default and the continuation of an event of default.
The indenture provides that the trustee may demand that we cure any default
as to payments of any interest, principal or sinking fund payment that is not
cured within 30 days, and in its discretion may institute judicial proceedings
for collection. (Section 6.3) The indenture provides that the trustee will be
under no obligation to exercise any of its rights or powers under the indenture
at the request of any holder of outstanding debt securities, unless the trustee
receives indemnity satisfactory to it against any loss, liability or expense.
(Section 7.1(e)) The holders of a majority in principal amount of the
outstanding debt securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee or exercising any trust or power conferred on the trustee with
respect to the debt securities of that series, except where those directions
could involve the trustee in personal liability. (Section 6.12)
No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to the indenture
or for the appointment of a receiver or trustee, or for any remedy under the
indenture, unless:
- that holder has previously given to the trustee written notice of a
continuing event of default with respect to debt securities of that
series; and
- the holders of at least a majority in principal amount of the outstanding
debt securities of that series have made written request, and offered
reasonable indemnity, to the trustee to institute a proceeding as trustee,
and the trustee shall not have received from the holders of a majority in
principal amount of the outstanding debt securities of that series a
direction inconsistent with that request and has failed to institute the
proceeding within 60 days. (Section 6.7)
Notwithstanding the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the principal of, premium
and any interest on that debt security on or after the due dates expressed in
that debt security and to institute suit for the enforcement of payment.
(Section 6.8)
The indenture requires us, within 90 days after the end of our fiscal year,
to furnish to the trustee a statement as to compliance with the indenture.
(Section 4.3) The trustee is required to mail to the SEC and to all holders of
debt securities a brief report, no later than June 29 of each year, as required
by the Trust Indenture Act. The indenture provides that the trustee may withhold
notice to the holders of debt securities of any series of any default or event
or default, except in the case of defaults in payment of principal or interest
on any debt securities of that series, if it in good faith determines that
withholding notice is in the interest of the holders of those debt securities.
(Section 7.5)
13
<PAGE>
MODIFICATION AND WAIVER; RIGHTS OF TRUSTEE
We and the trustee may modify and amend the indenture with the consent of
the holders of at least a majority in principal amount of the outstanding debt
securities of each series affected by the modifications or amendments. We and
the trustee may not make any modification or amendment without the consent of
the holder of each affected debt security evidencing then outstanding debt if
that amendment will:
- change the amount of debt securities whose holders must consent to an
amendment or waiver;
- reduce the rate of or extend the time for payment of interest, including
default interest, on any debt security;
- reduce the principal of or premium on or change the fixed maturity of any
debt security or reduce the amount of, or postpone the date fixed for, the
payment of any sinking fund or analogous obligation with respect to any
series of debt securities;
- reduce the principal amount of discount debt securities payable upon
acceleration of maturity;
- waive a default in the payment of the principal of, premium or interest on
any debt security, except a rescission of acceleration of the debt
securities of any series by the holders of at least a majority in
aggregate principal amount of the then outstanding debt securities of that
series and a waiver of the payment default that resulted from the
acceleration;
- make the principal of or premium or interest on any debt security payable
in currency other than that stated in the debt security;
- make any change to provisions of the indenture relating to, among other
things, the right of holders of debt securities to receive payment of the
principal of, premium and interest on those debt securities and to
institute suit for the enforcement of any payment and to waivers or
amendments; or
- waive a redemption payment with respect to any debt security or change any
of the provisions with respect to the redemption of any debt securities.
(Section 9.3)
Except for changes to cure ambiguities or inconsistencies or other changes
that do not adversely affect the rights of securityholders, and except for the
prohibited modifications immediately above, the holders of at least a majority
in principal amount of the outstanding debt securities of any series may on
behalf of the holders of all debt securities of that series waive our compliance
with provisions of the indenture. (Section 9.2) The holders of a majority in
principal amount of the outstanding debt securities of any series may on behalf
of the holders of all the debt securities of that series waive any past default
under the indenture with respect to that series and its consequences, except a
default in the payment of the principal of, premium or any interest on any debt
security of that series; HOWEVER, the holders of a majority in principal amount
of the outstanding debt securities of any series or the trustee may waive any
default under the indenture and rescind an acceleration and its consequences,
including any related payment default that resulted from the acceleration.
(Section 6.13)
The trustee may rely on any document believed by it to be genuine and need
not investigate any fact or matter stated in the document. (Section 7.2) The
trustee may act through agents and shall not be responsible for the misconduct
or negligence of any agent appointed with due care. (Section 7.2) The trustee is
not responsible for any act or omission of the Depositary. (Section 7.2) The
trustee may become the owner or pledgee of debt securities, unless not permitted
by the Trust Indenture Act. (Section 7.3)
14
<PAGE>
DEFEASANCE OF DEBT SECURITIES AND COVENANTS
LEGAL DEFEASANCE. The indenture provides that, unless otherwise provided by
the terms of the applicable series of debt securities, we may be discharged from
any and all obligations in respect of the debt securities of any series.
However, we may not be discharged from our obligations to register the transfer
or exchange of debt securities of any series, to replace stolen, lost or
mutilated debt securities of any series, and to maintain paying agencies and
other provisions relating to the treatment of funds held by paying agents. We
will be so discharged upon the deposit with the trustee, in trust, of money
and/or U.S. government obligations or, in the case of debt securities
denominated in a single currency other than U.S. dollars, foreign government
obligations, that, through the payment of interest and principal according to
their terms, will provide money in an amount sufficient in the opinion of a
nationally recognized firm of independent public accountants to pay and
discharge each installment of principal, premium and interest on and any
mandatory sinking fund payments in respect of the debt securities of that series
on the stated maturity of those payments according to the terms of the indenture
and those debt securities.
This discharge may occur only if, among other things:
- there is no event of default with respect to the debt securities;
- the deposit will not cause us to breach any agreement to which we are a
party; and
- we have delivered to the trustee an officers' certificate and an opinion
of counsel stating that we have received from, or there has been published
by, the United States Internal Revenue Service a ruling or, since the date
of execution of the indenture, there has been a change in the applicable
United States federal income tax law, in either case which states that
holders of the debt securities of that series will not recognize income,
gain or loss for United States federal income tax purposes as a result of
the deposit, defeasance and discharge and will need to pay United States
federal income tax on the same amount and in the same manner and at the
same times as would have been the case if the deposit, defeasance and
discharge had not occurred. (Section 8.3)
DEFEASANCE OF COVENANTS. The indenture provides that, unless otherwise
provided by the terms of the applicable series of debt securities, upon
compliance with conditions stated in the indenture:
- we may omit to comply with the restrictive covenants contained in Sections
4.2 through 4.7 and Section 5.1 of the indenture, as well as any
additional covenants contained in a supplement to the indenture, a board
resolution or an officers' certificate delivered under the indenture; and
- events of default under Section 6.1(e) of the indenture will not
constitute a default or an event of default with respect to the debt
securities of that series.
The conditions for defeasance conditions include:
- depositing with the trustee money and/or U.S. government obligations or,
in the case of debt securities denominated in a single currency other than
U.S. dollars, foreign government obligations, that, through the payment of
interest and principal according to their terms, will provide money in an
amount sufficient in the opinion of a nationally recognized firm of
independent public accountants to pay principal, premium and interest on
and any mandatory sinking fund payments in respect of the debt securities
of that series on the stated maturity of those payments according to the
terms of the indenture and those debt securities; and
- delivering to the trustee an opinion of counsel stating that the holders
of the debt securities of that series will not recognize income, gain or
loss for United States federal income tax purposes as a result of the
deposit and related covenant defeasance and will need to pay United States
federal income tax on the same amount and in the same manner and at the
same times as
15
<PAGE>
would have been the case if the deposit and related covenant defeasance
had not occurred. (Section 8.4)
COVENANT DEFEASANCE AND EVENTS OF DEFAULT. If we exercise our option not to
comply with our covenants of the indenture with respect to any series of debt
securities and the debt securities of that series are declared due and payable
because of the occurrence of any event of default, the amount of money and/or
U.S. government obligations or foreign government obligations on deposit with
the trustee will be sufficient to pay amounts due on the debt securities of that
series at the time of their stated maturity but may not be sufficient to pay
amounts due on the debt securities of that series at the time of the
acceleration resulting from the event of default. However, we will remain liable
for those payments.
"FOREIGN GOVERNMENT OBLIGATIONS" means, with respect to debt securities of
any series that are denominated in a currency other than U.S. dollars:
- direct obligations of the government that issued or caused to be issued
the currency for the payment of which obligations its full faith and
credit is pledged, which are not callable or redeemable at the option of
the issuer; or
- obligations of a person controlled or supervised by or acting as an agency
or instrumentality of that government the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by that
government, which are not callable or redeemable at the option of the
issuer.
GOVERNING LAW
The indenture and the debt securities will be governed by, and construed
according to, the internal laws of the State of New York. (Section 10.10)
PLAN OF DISTRIBUTION
We may sell debt securities through underwriters, dealers or agents or
directly to purchasers. The applicable prospectus supplement will show the terms
of the offering of any debt securities we offer.
We may distribute debt securities from time to time in one or more
transactions at a fixed price or prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to those prevailing market
prices or at negotiated prices. Underwriters may sell debt securities to or
through dealers.
If we employ underwriters in the sale of debt securities, we will execute an
underwriting agreement with those underwriters. The underwriting agreement will
provide that the obligations of the underwriters depend upon conditions
precedent and that the underwriters will be obligated to purchase all the debt
securities then being offered if any are purchased. In connection with the sale
of debt securities, underwriters may be deemed to have received compensation
from us in the form of underwriting discounts or commissions and may also
receive commissions from the purchasers for whom they may act as agent.
Underwriters may sell debt securities to or through dealers. Those dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act as
agent.
Any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time. If we employ
underwriters in the sale of any debt securities, the applicable prospectus
supplement will contain a statement regarding the intention, if any, of the
underwriters to make a market in the debt securities we sell.
16
<PAGE>
If we use a dealer directly, we will sell the debt securities to the dealer,
as principal. The dealer may then resell the debt securities to the public at
varying prices to be determined by the dealer at the time of resale.
Debt securities may also be offered and sold through agents designated by us
from time to time. Unless otherwise indicated in the prospectus supplement, any
agent will be acting on a reasonable efforts basis for the period of its
appointment.
Underwriters, dealers or agents participating in the distribution of debt
securities may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the debt
securities may be deemed to be underwriting discounts and commissions under the
Securities Act.
Under agreements that may be entered into by us, underwriters, dealers and
agents who participate in the distribution of debt securities may be entitled to
be indemnified by us against some types of liabilities, including liabilities
under the Securities Act. Underwriters, dealers and agents may engage in
transactions with, or perform services for, us and our subsidiaries in the
ordinary course of business and receive compensation for these transactions and
services.
We may solicit directly offers to purchase debt securities. Except as stated
in the applicable prospectus supplement, none of our directors, officers, or
employees will solicit or receive a commission in connection with direct sales
of the debt securities by us. Those persons may respond to inquiries by
potential purchasers and perform ministerial and clerical work in connection
with direct sales.
We may authorize underwriters or other persons acting as our agents to
solicit offers by institutions to purchase debt securities from us under
contracts providing for payment and delivery on a future date. Institutions with
which these contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions we may approve. The obligations
of any purchaser under any of those contracts will depend upon the condition
that the purchase of the debt securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which the purchaser is subject.
The underwriters and other agents will not have any responsibility in respect of
the validity or performance of those contracts.
Each series of debt securities will be a new issue of securities with no
established trading market. Unless otherwise specified in a prospectus
supplement relating to a series of debt securities, the debt securities will not
be listed on any securities exchange. Any underwriters to whom debt securities
are sold by us for public offering and sale may make a market in those debt
securities, but those underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. There is no guarantee
that any underwriter will make a market in the debt securities of any series or
as to the existence or liquidity of a trading market for the debt securities of
any series.
VALIDITY OF DEBT SECURITIES
Unless otherwise indicated in an accompanying prospectus supplement relating
to a series of debt securities, the validity of the debt securities will be
passed upon for us by Peter D. Bewley, our Senior Vice President - General
Counsel and Secretary, and for any underwriters or agents by Mayer, Brown &
Platt, 190 South LaSalle Street, Chicago, Illinois 60603.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from Clorox's Annual Report on Form 10-K for the year ended June 30,
2000 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is incorporated herein by reference,
17
<PAGE>
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
The financial statements and schedule of First Brands Corporation and
subsidiaries for the year ended June 30, 1998 have been incorporated by
reference herein and in the registration statement in reliance upon the report
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
Clorox files annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, proxy statements and other information with the
SEC. You may read and copy any materials filed by us with the SEC to meet our
requirements under the Securities Exchange Act of 1934 at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information regarding the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330 (1-800-732-0330). The SEC also maintains an Internet site.
Our filings with the SEC are available at the following Internet address of the
SEC: http://www.sec.gov.
Clorox has filed with the SEC a registration statement (of which this
prospectus is a part) on Form S-3 relating to the debt securities under the
Securities Act of 1933. This prospectus does not contain all of the information
shown in the registration statement. For additional information, you should
refer to the registration statement, which you may inspect at the SEC's Public
Reference Room or at its Internet site.
The SEC allows us to "incorporate by reference" into this prospectus
information included in documents Clorox files with it to meet our requirements
under the Securities Exchange Act. The information incorporated by reference is
considered a part of this prospectus, which means we can disclose important
information to you by referring you to those documents. Information filed with
the SEC in the future will update and supersede prior information. Any
information modified or superseded by information in a document filed by Clorox
with the SEC in the future shall not be a part of this prospectus. We are
incorporating by reference the documents listed below and all future documents
filed by Clorox with the SEC (File No. 1-07151) under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act until our offering of the debt
securities is completed:
Our Annual Report on Form 10-K for the year ended June 30, 2000.
YOU MAY REQUEST A COPY OF THESE FILINGS, AT NO COST TO YOU, BY WRITING TO US
AT THE FOLLOWING ADDRESS OR CALLING US AT THE TELEPHONE NUMBER BELOW:
THE CLOROX COMPANY
1221 BROADWAY
OAKLAND, CALIFORNIA 94612-1888
TEL: (510) 271-2150
ATTENTION: DIRECTOR OF INVESTOR RELATIONS
PLEASE NOTE THAT OUR WEBSITE IS: HTTP://WWW.CLOROX.COM
18
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, INCLUDING ANY
PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFER OF THE DEBT SECURITIES, AND,
IF GIVEN OR MADE, THE INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY THESE DEBT SECURITIES IN ANY CIRCUMSTANCE IN
WHICH THE OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF
THIS PROSPECTUS OR THAT THE INFORMATION CONTAINED OR EXPLICITLY MADE PART OF
THIS PROSPECTUS BY REFERENCE IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF
THIS PROSPECTUS.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Risk Factors.......................... 2
Use of Proceeds....................... 7
Description of debt securities........ 7
General terms....................... 7
Payment of interest and exchange.... 9
No protection if a change of control
occurs............................ 11
Covenants........................... 11
Consolidation, Merger and Sale of
Assets............................ 11
Events of Default................... 12
Modification and waiver; rights of
trustee........................... 14
Defeasance of debt securities and
covenants......................... 15
Governing Law....................... 16
Plan of Distribution.................. 16
Validity of debt securities........... 17
Experts............................... 17
Where You Can Find More Information... 18
</TABLE>
THE CLOROX COMPANY
---------------------
PROSPECTUS
---------------------
DEBT SECURITIES
, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following list sets forth the expenses other than underwriting discounts
and commissions expected to be incurred in connection with the issuance and
distribution of the debt securities being registered by this registration
statement. All amounts are estimated except the SEC registration fee.
<TABLE>
<S> <C>
SEC Registration Fee........................................ $208,500
Printing and Engraving Costs................................ 50,000*
Accounting Fees and Expenses................................ 10,000*
Trustee Fees and Expenses................................... 10,000*
Legal Fees and Expenses..................................... 30,000*
Rating Agencies' Fees....................................... 300,000*
Blue Sky Fees and Expenses.................................. 10,000*
Miscellaneous............................................... 11,500*
--------
Total..................................................... $630,000*
========
</TABLE>
------------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the Delaware General Corporation Law provides in relevant
part that "a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that he is or was a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful." With respect to
derivative actions, Section 145(b) of the Delaware General Corporation Law
provides in relevant part that "[a] corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor. . . . [by reason of his service in one of the capacities
specified in the preceding sentence] against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper."
Clorox's Restated Certificate of Incorporation provides that Clorox is
required to indemnify to the full extent permitted by the Delaware General
Corporation Law any person made, or threatened to be made, a party to an action
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that the person, or the testator or intestate of the person,
is or was a director or officer of Clorox, or served any business as a director
or officer at the request of The Clorox Company.
II-1
<PAGE>
Expenses incurred by a director of Clorox in defending a civil or criminal
action, suit or proceeding by reason of the fact that the person was a director
of Clorox (and not in any other capacity, including if the person was serving at
Clorox's request as a director or officer of another enterprise or corporation)
will be paid by Clorox in advance of the final disposition of the action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director to
repay the amount if it shall ultimately be determined that the person is not
entitled to be indemnified by Clorox as authorized by relevant sections of the
Delaware General Corporation Law. Clorox will indemnify officers or directors in
connection with a proceeding initiated by them only if the proceeding was
authorized by Clorox's Board of Directors. Any person who is not paid based on
the foregoing indemnification provisions 90 days after submitting a written
claim to Clorox may sue to recover the unpaid amounts and, if successful, will
be entitled to be paid the expense of prosecuting the claim (except for any of
the claims as Clorox is not permitted by law to indemnify, although the burden
of proving the defense will be on Clorox).
Clorox's Restated Certificate of Incorporation also provides that no
director will be liable to Clorox for a breach of fiduciary duty, except (1) for
any breach of the director's duty of loyalty to Clorox or its stockholders, (2)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law, (3) under Section 174 of the Delaware General
Corporation Law, or (4) for any transaction from which the director derived an
improper personal benefit. Clorox may also maintain insurance at its expense, to
protect itself and any director or officer of Clorox or of another corporation
or other enterprise against any expense, liability or loss, whether or not
Clorox would have the power to indemnify the person against the expense,
liability or loss under the Delaware General Corporation Law.
Clorox has purchased and maintains insurance on behalf of any person who is
or was a director or officer against loss arising from any claim asserted
against him or her and incurred in his or her capacity. Some exclusions apply.
See also the undertakings set out in response to Item 17 herein.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
ITEM NUMBER DESCRIPTION
--------------------- -------- ------------------------------------------------------------
<C> <C> <S>
1 1.1* Form of Underwriting Agreement.
4 4.1(A) Restated Certificate of Incorporation (filed as Exhibit 4.1
to Registration Statement on Form S-8 No. 333-44678 dated
January 22, 1998, incorporated herein by this reference).
4.1(B) Bylaws (restated) of Clorox (filed as Exhibit 3(ii) to the
Annual Report on Form 10-K for the year ended June 30, 1999,
incorporated herein by reference).
4.2 Conformed copy of Indenture, dated as of March 15, 1999,
between Clorox and Bank of New York as Trustee (filed as
Exhibit 4.2 to Registration Statement on Form S-3 No.
333-75455 dated April 1, 1999, incorporated herein by this
reference).
5 5.1 Opinion of Peter D. Bewley, Esq., Senior Vice
President--General Counsel and Secretary of Clorox, as to
the validity of the debt securities being offered (filed as
Exhibit 5.1 to Registration Statement on Form S-3 No.
333-75455 dated April 1, 1999, incorporated herein by this
reference).
12 12.1 Computation of Ratios of Earnings to Fixed Charges.
23 23.1 The consent of Deloitte & Touche LLP, independent auditors.
23.2 The consent of KPMG LLP, independent public accountants.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
ITEM NUMBER DESCRIPTION
--------------------- -------- ------------------------------------------------------------
<C> <C> <S>
23.3 The consent of Peter D. Bewley, Esq., Senior Vice
President--General Counsel and Secretary of Clorox, is
included in his opinion (filed as Exhibit 5.1 to
Registration Statement on Form S-3 No. 333-75455 dated April
1, 1999, incorporated herein by this reference).
24 24.1 Power of Attorney (See Page II-4 of registration statement
on Form S-3 No. 333-75455 dated April 1, 1999, incorporated
herein by reference.).
25 25.1 Statement of Eligibility of The Bank of New York on Form T-1
(filed as Exhibit 25.1 to Registration Statement on Form S-3
No. 333-75455 dated April 1, 1999, incorporated herein by
this reference).
</TABLE>
------------------------
*To be filed by amendment or by a report on Form 8-K pursuant to Regulation
S-K, Item 601(b).
ITEM 17. UNDERTAKINGS.
A. Clorox hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;"
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. Clorox hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of Clorox's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
II-3
<PAGE>
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering of thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
D. Clorox hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as a part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by Clorox pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering of thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Clorox
Company has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San Francisco,
State of California, on this 28th day of September, 2000.
<TABLE>
<S> <C> <C>
THE CLOROX COMPANY
By: /s/ KAREN M. ROSE
-----------------------------------------
Karen M. Rose
GROUP VICE PRESIDENT--CHIEF FINANCIAL
OFFICER
</TABLE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
** Chairman of the Board,
------------------------------------------- Chief Executive Officer September 28, 2000
G.C. Sullivan and Director
**
------------------------------------------- Director September 28, 2000
D. Boggan, Jr.
------------------------------------------- Director September 28, 2000
E. L. Chao
**
------------------------------------------- Director September 28, 2000
J. W. Collins
**
------------------------------------------- Director September 28, 2000
U. Fairchild
**
------------------------------------------- Director September 28, 2000
T. M. Friedman
------------------------------------------- Director September 28, 2000
J. Manchot
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
------------------------------------------- Director September 28, 2000
R. W. Matschullat
**
------------------------------------------- Director September 28, 2000
D. O. Morton
**
------------------------------------------- Director September 28, 2000
K. Morwind
**
------------------------------------------- Director September 28, 2000
E. L. Scarff
**
------------------------------------------- Director September 28, 2000
L. R. Scott
**
------------------------------------------- Director September 28, 2000
C. A. Wolfe
Group Vice President--
/s/ K. M. ROSE Finance and Chief
------------------------------------------- Financial Officer September 28, 2000
K. M. Rose (Principal Financial
Officer)
/s/ G. S. FRANK Vice President--Controller
------------------------------------------- (Principal Accounting September 28, 2000
G. S. Frank Officer)
</TABLE>
<TABLE>
<S> <C> <C> <C>
**By: /s/ KAREN M. ROSE
-------------------------------------
Karen M. Rose
(ATTORNEY-IN-FACT)
</TABLE>
II-6
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
ITEM NUMBER DESCRIPTION
--------------------- -------- ------------------------------------------------------------
<S> <C> <C>
1 1.1* Form of Underwriting Agreement.
4 4.1(A) Restated Certificate of Incorporation (filed as Exhibit 4.1
to Registration Statement on Form S-8 No. 333-44678 dated
January 22, 1998, incorporated herein by this reference).
4.1(B) Bylaws (restated) of Clorox (filed as Exhibit 3(ii) to the
Annual Report on Form 10-K for the year ended June 30, 1999,
incorporated herein by reference).
4.2 Conformed copy of Indenture, dated as of March 15, 1999,
between Clorox and Bank of New York as Trustee (filed as
Exhibit 4.2 to Registration Statement on Form S-3 No.
333-75455 dated April 1, 1999, incorporated herein by this
reference).
5 5.1 Opinion of Peter D. Bewley, Esq., Senior Vice
President--General Counsel and Secretary of Clorox, as to
the validity of the debt securities being offered (filed as
Exhibit 5.1 to Registration Statement on Form S-3 No.
333-75455 dated April 1, 1999, incorporated herein by this
reference).
12 12.1 Computation of Ratios of Earnings to Fixed Charges.
23 23.1 The consent of Deloitte & Touche LLP, independent auditors.
23.2 The consent of KPMG LLP, independent public accountants.
23.3 The consent of Peter D. Bewley, Esq., Senior Vice
President--General Counsel and Secretary of Clorox, is
included in his opinion (filed as Exhibit 5.1 to
Registration Statement on Form S-3 No. 333-75455 dated April
1, 1999, incorporated herein by this reference).
24 24.1 Power of Attorney (See Page II-4 of the registration
statement, statement on Form S-3 No. 333-75455 dated April
1, 1999, incorporated herein by reference.).
25 25.1 Statement of Eligibility of The Bank of New York on Form T-1
(filed as Exhibit 25.1 to Registration Statement on Form S-3
No. 333-75455 dated April 1, 1999, incorporated herein by
this reference).
</TABLE>
------------------------
* To be filed by amendment or by a report on Form 8-K pursuant to Regulation
S-K, Item 601(b).
