<PAGE> 1
Filed pursuant to Rule 424(b)(5)
Registration No. 33-53254
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 18, 1994
$100,000,000
{Kimberly-Clark Corporation Logo}
6 7/8% DEBENTURES DUE FEBRUARY 15, 2014
---------------------
Interest on the Debentures is payable on February 15 and August 15 of each
year, commencing August 15, 1994. The Debentures will not be redeemable prior to
their maturity and will not be entitled to the benefit of any sinking fund. See
"Description of Debentures".
The Debentures will be represented by one or more Global Debentures
registered in the name of a nominee of The Depository Trust Company, as
Depositary. Interests in Global Debentures will be shown on, and transfers
thereof will be effected only through, records maintained by the Depositary and
its participants. Except as described in "Description of
Debentures -- Book-Entry System," owners of beneficial interests in the Global
Debentures will not be entitled to receive Debentures in definitive form and
will not be considered holders thereof. Settlement by the purchasers of the
Debentures will be made in immediately available funds. The Debentures will
trade in the Depositary's Same-Day Funds Settlement System until maturity, and
secondary market trading activity in the Debentures will therefore settle in
immediately available funds. All payments by the Corporation to the Depositary
of principal and interest will be made in immediately available funds. See
"Description of Debentures -- Same-Day Settlement and Payment".
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC
OFFERING UNDERWRITING PROCEEDS TO
PRICE(1) DISCOUNT(2) CORPORATION(1)(3)
--------------- -------------- --------------
<S> <C> <C> <C>
Per Debenture....................... 99.643% .875% 98.768%
Total............................... $99,643,000 $875,000 $98,768,000
</TABLE>
- ---------------
(1) Plus accrued interest from February 15, 1994.
(2) The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $130,000 payable by the Corporation.
---------------------
The Debentures are offered severally by the Underwriters, as specified
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that delivery of the
Debentures will be made in book-entry form only through the facilities of The
Depository Trust Company on or about February 28, 1994 against payment therefor
in immediately available funds.
GOLDMAN, SACHS & CO. SALOMON BROTHERS INC
---------------------
The date of this Prospectus Supplement is February 18, 1994.
<PAGE> 2
THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN ALL THE INFORMATION SET FORTH
IN THE REGISTRATION STATEMENT AND THE EXHIBITS RELATING THERETO WHICH THE
CORPORATION HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND TO WHICH
REFERENCE IS HEREBY MADE.
---------------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
The net proceeds received by Kimberly-Clark Corporation (the "Corporation")
from the sale of the Debentures (the "Debentures") offered hereby (estimated at
$98,768,000) will ultimately be used for general corporate purposes, primarily
the reduction of its outstanding commercial paper. Pending such application,
such proceeds will be invested in short-term securities. At December 31, 1993
the Corporation's consolidated short-term debt and current portion of long-term
debt approximated $685 million. At December 31, 1993 the Corporation's
outstanding commercial paper approximated $475 million. At February 18, 1994 the
Corporation's outstanding commercial paper approximates $613 million. The
Corporation's outstanding commercial paper matures no later than 60 days after
its date of issue and bears interest at rates ranging from approximately 3.0% to
3.4% per annum.
SELECTED FINANCIAL INFORMATION
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
(IN MILLIONS OF DOLLARS EXCEPT PER SHARE AMOUNTS AND RATIOS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1993 1992 1991 1990 1989
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net sales................................. $ 6,972.9 $ 7,091.1 $ 6,776.9 $ 6,407.3 $ 5,733.6
Restructuring charge(2)................... -- 250.0 -- -- --
Operating profit.......................... 793.5 543.1 741.8 753.6 673.4
Interest expense.......................... 112.6 99.4 102.1 88.1 68.2
Income before income taxes................ 713.0 461.9 684.3 660.8 630.8
Income before cumulative effects of
accounting changes...................... 510.9 345.0 508.3 432.1 423.8
Net income(1)(2)(3)(4).................... 510.9 135.0 508.3 432.1 423.8
Per share basis:
Income before cumulative effects of
accounting changes................... 3.18 2.15 3.18 2.70 2.63
Net income(1)(2)(3)(4).................. 3.18 .84 3.18 2.70 2.63
Cash dividends declared................. 1.29 2.07 1.52 1.36 1.30
Cash dividends paid..................... 1.70 1.64 1.45 1.35 1.18
Long-term debt(5)......................... 933.1 994.6 874.7 728.5 745.1
Total assets.............................. 6,380.7 6,029.1 5,704.8 5,283.9 4,923.0
Ratio of earnings to fixed charges(6)..... 5.75 4.43 6.06 6.03 7.16
</TABLE>
NOTES
(1) Net income for 1993 includes a charge of $15.5 million ($.10 per share) for
the effect of the enactment of the 1993 Tax Act.
(2) Results for 1992 include a pretax charge of $250.0 million or $172.0 million
after-tax ($1.07 per share) related to the restructuring of the consumer and
service products operations in Europe and certain operations in North
America.
S-2
<PAGE> 3
(3) Net income for 1992 includes net after-tax charges of $210.0 million ($1.31
per share) for the cumulative effects of adopting the required accounting
rules for postretirement health care and life insurance benefits and for
income taxes.
(4) Net income for 1991 and 1990 includes a favorable adjustment of $20.0
million ($.13 per share) and a charge of $44.0 million ($.28 per share),
respectively, related to the disposition of Spruce Falls Power and Paper
Company, Limited, a formerly 50.5-percent-owned Canadian newsprint
subsidiary.
(5) At December 31, 1992, $200.0 million of commercial paper was classified as
long-term debt.
(6) For purposes of computing the ratios of earnings to fixed charges, earnings
are the sum of (i) consolidated pretax income plus (ii) share of pretax
income of 50-percent-owned equity affiliates plus (iii) distributed income
of less than 50-percent-owned equity affiliates plus (iv) amortization of
capitalized interest plus (v) fixed charges less (vi) capitalized interest.
Fixed charges represent (i) consolidated interest cost (interest expense
plus capitalized interest) plus (ii) share of interest cost of
50-percent-owned equity affiliates plus (iii) interest cost factor in rent
expense.
DESCRIPTION OF DEBENTURES
The following description of the particular terms of the Debentures offered
hereby (referred to in the Prospectus as the "Offered Debt Securities")
supplements and, to the extent inconsistent therewith, replaces, insofar as such
description relates to the Debentures, the description of the Debt Securities
set forth in the Prospectus, to which description reference is hereby made.
GENERAL
The Debentures will be limited to $100,000,000 aggregate principal amount
and will mature on February 15, 2014. The Debentures will bear interest at the
rate per annum shown on the cover page of this Prospectus Supplement from
February 15, 1994 or from the most recent Interest Payment Date to which
interest has been paid or provided for, payable semi-annually on February 15 and
August 15 of each year, commencing August 15, 1994, to the Person in whose name
the Debenture (or any predecessor Debenture) is registered at the close of
business on February 1 and August 1, as the case may be, next preceding such
Interest Payment Date. (Sections 301 and 307) The Debentures will not be
redeemable prior to their maturity and will not be entitled to the benefit of
any sinking fund.
BOOK-ENTRY SYSTEM
The Debentures will be issued in the form of one or more fully registered
global debentures (collectively, the "Global Debentures") which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depositary") and registered in the name of the Depositary's nominee.
Except as set forth below, the Global Debentures may be transferred, in whole
and not in part, only to the Depositary or another nominee of the Depositary.
The Depositary has advised the Corporation and the Underwriters as follows:
The Depositary is a limited-purpose trust company organized under the laws of
the State of New York, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. The Depositary was created to hold
securities of institutions that have accounts with the Depositary or its nominee
("participants") and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Depositary's participants
include securities bro-
S-3
<PAGE> 4
kers and dealers (including the Underwriters), banks, trust companies, clearing
corporations and certain other organizations, some of whom (and/or their
representatives) own the Depositary. Access to the Depositary's book-entry
system is also available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. The Depositary agrees with and
represents to its participants that it will administer its book-entry system in
accordance with its rules and bylaws and requirements of law.
Upon the issuance of the Global Debentures, the Depositary will credit, on
its book-entry registration and transfer system, the respective principal
amounts of the Debentures represented by such Global Debentures to the accounts
of participants. The accounts to be credited shall be designated by the
Underwriters. Ownership of beneficial interests in the Global Debentures will be
limited to participants or persons that may hold interests through participants.
Ownership of interests in the Global Debentures will be shown on, and the
transfer of those ownership interests will be effected only through, records
maintained by the Depositary (with respect to participants' interests) and such
participants (with respect to the owners of beneficial interests in the Global
Debentures through such participants). The laws of some jurisdictions may
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and laws may impair the ability to
transfer beneficial interests in the Global Debentures.
So long as the Depositary, or its nominee, is the registered holder and
owner of the Global Debentures, the Depositary or such nominee, as the case may
be, will be considered the sole owner and holder of the related Debentures for
all purposes of such Debentures and for all purposes under the Indenture. Except
as set forth below, owners of beneficial interests in the Global Debentures will
not be entitled to have the Debentures represented by such Global Debentures
registered in their names, will not receive or be entitled to receive physical
delivery of certificated Debentures in definitive form and will not be
considered to be the owners or holders of any Debentures under the Indenture or
the Global Debentures. Accordingly, each person owning a beneficial interest in
the Global Debentures must rely on the procedures of the Depositary and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interests, to exercise any rights of a holder of Debentures
under the Indenture or the Global Debentures. The Corporation understands that
under existing industry practice, in the event the Corporation requests any
action of holders of Debentures or an owner of a beneficial interest in the
Global Debentures desires to take any action that the Depositary, as the holder
of the Global Debentures, is entitled to take, the Depositary would authorize
the participants to take such action, and that the participants would authorize
beneficial owners owning through such participants to take such action or would
otherwise act upon the instructions of beneficial owners owning through them.
Payment of principal of (and premium, if any) and interest on Debentures
represented by the Global Debentures registered in the name of or held by the
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner and holder of the Global Debentures.
The Corporation expects that the Depositary, upon receipt of any payment of
principal or interest in respect of the Global Debentures, will credit
immediately participants' accounts with payment in amounts proportionate in
their respective beneficial interests in the principal amount of the Global
Debentures as shown on the records of the Depositary. The Corporation also
expects that payments by participants to owners of beneficial interests in the
Global Debentures held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such participants. None of the Corporation, the
Trustee or any agent of the Corporation or the Trustee will have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests in the Global
Debentures for any Debentures or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests or for any other aspect
of the relationship between
S-4
<PAGE> 5
the Depositary and its participants or the relationship between such
participants and the owners of beneficial interests in the Global Debentures
owning through such participants.
Unless and until they are exchanged in whole or in part for certificated
Debentures in definitive form, the Global Debentures may not be transferred
except as a whole by the Depositary to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary.
The Debentures represented by the Global Debentures are exchangeable for
certificated Debentures in definitive registered form of like tenor as such
Debentures in denominations of $1,000 and in any greater amount that is an
integral multiple thereof if (i) the Depositary notifies the Corporation that it
is unwilling or unable to continue as Depositary for the Global Debentures or if
at any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, or (ii) the Corporation in its
discretion at any time determines not to have all of the Debentures represented
by the Global Debentures and notifies the Trustee thereof. Any Debentures that
are exchangeable pursuant to the preceding sentence are exchangeable for
certificated Debentures issuable in authorized denominations and registered in
such names as the Depositary shall direct. Subject to the foregoing, the Global
Debentures are not exchangeable, except for a Global Debenture or Global
Debentures of the same aggregate denominations to be registered in the name of
the Depositary or its nominee.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement by the purchasers of the Debentures will be made in immediately
available funds. All payments by the Corporation to the Depositary of principal
and interest will be made in immediately available funds.
The Debentures will trade in the Depositary's Same-Day Funds Settlement
System until maturity, and therefore the Depositary will require secondary
trading activity in the Debentures to be settled in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. No assurance can be given
as to the effect, if any, of settlement in immediately available funds on
trading activity in the Debentures.
DEFEASANCE AND COVENANT DEFEASANCE
The provisions of Sections 402 and 1006 of the Indenture relating to
defeasance as described under "Description of Debt Securities -- Defeasance and
Covenant Defeasance" set forth in the Prospectus will apply to the Debentures.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Corporation has agreed to sell to Goldman, Sachs & Co. and
Salomon Brothers Inc (the "Underwriters"), and each of the Underwriters has
severally agreed to purchase, the principal amount of Debentures set forth
opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER DEBENTURES
- --------------------- ------------
<S> <C>
Goldman, Sachs & Co.................................................. $ 50,000,000
Salomon Brothers Inc ................................................ 50,000,000
------------
Total...................................................... $100,000,000
------------
------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Debentures, if any are
taken.
S-5
<PAGE> 6
The Underwriters propose to offer the Debentures in part directly to retail
purchasers at the initial public offering price set forth on the cover page of
this Prospectus Supplement and in part to certain securities dealers at such
price less a concession of 0.50% of the principal amount of the Debentures. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
0.25% of the principal amount of the Debentures to certain brokers and dealers.
After the Debentures are released for sale to the public, the offering price and
other selling terms may from time to time be varied by the Underwriters.
The Debentures are a new issue of securities with no established trading
market. The Corporation has been advised by the Underwriters that they intend to
make a market in the Debentures but are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of the trading market for the Debentures.
The Corporation has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act.
Goldman, Sachs & Co. and Salomon Brothers Inc perform various investment
banking services for the Corporation. The Corporation sells its commercial paper
to or through an affiliate of Goldman, Sachs & Co.
VALIDITY OF DEBENTURES
The validity of the Debentures offered hereby is being passed upon for the
Corporation by O. George Everbach, Esq., Senior Vice President -- Law and
Government Affairs of the Corporation, and for the Underwriters by Sullivan &
Cromwell, New York, New York. As of February 17, 1994, Mr. Everbach owned 18,864
shares of the Corporation's Common Stock and held options to acquire 44,000
shares of such Common Stock (of which options to acquire 30,000 shares are
presently exercisable), and as of December 31, 1993, 6,183.52 shares of such
Common Stock were held for his account under the Corporation's Salaried
Employees Incentive Investment Plan. Mr. Everbach also participates in other
employee benefit plans of the Corporation.
S-6
<PAGE> 7
{KIMBERLY-CLARK LOGO} KIMBERLY-CLARK CORPORATION
DEBT SECURITIES
---------------------
Kimberly-Clark Corporation (the "Corporation") from time to time may offer
and sell debt securities consisting of debentures, notes and/or other unsecured
evidences of indebtedness in one or more series not to exceed $300,000,000 in
aggregate principal amount (the "Debt Securities") denominated in United States
dollars or any other currency. The Debt Securities may be offered as separate
series in amounts, at prices and on terms to be determined at the time of sale.
The accompanying Prospectus Supplement (the "Prospectus Supplement") sets forth
with regard to the series of Debt Securities in respect of which this Prospectus
is being delivered (the "Offered Debt Securities") the title, aggregate
principal amount, denominations, maturity, interest rate, if any (which may be
fixed or variable), time of payment of any interest, any terms for redemption at
the option of the Corporation or the holder, any terms for sinking fund
payments, any listing on a securities exchange and the initial public offering
price and other terms in connection with the offering and sale of such Offered
Debt Securities.
The Corporation may sell Debt Securities to or through underwriters or
dealers, and also may sell Debt Securities directly to other purchasers or
through agents. Such underwriters may include Goldman, Sachs & Co. and Salomon
Brothers Inc, or may be a group of underwriters represented by firms including
one or more of such firms. Such firms may also act as agents. The Prospectus
Supplement sets forth the names of any underwriters or agents involved in the
sale of the Offered Debt Securities in respect of which this Prospectus is being
delivered, the principal amounts, if any, to be purchased by underwriters and
the compensation, if any, of such underwriters or agents and any applicable
commissions or discounts.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The date of this Prospectus is February 18, 1994.
<PAGE> 8
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE CORPORATION OR ANY AGENT, UNDERWRITER OR DEALER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR ANY OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCE, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF OR THAT INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy and information statements and other
information filed by the Corporation can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Room 3190, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661-2511; and 13th Floor, 7 World Trade Center, New York, New York
10048. Copies of such material can be obtained at prescribed rates from the
Public Reference Branch of the Commission, 450 5th Street, N.W., Washington,
D.C. 20549. Such reports, proxy and information statements and other information
concerning the Corporation can also be inspected at the offices of the New York
Stock Exchange, the Chicago Stock Exchange, and the Pacific Stock Exchange, on
which certain of the Corporation's securities are listed.
The Corporation has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to the Registration Statement.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed with the Commission by the
Corporation under the Exchange Act are incorporated herein by reference:
(a) the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1992, including those portions of the Corporation's annual
report to its stockholders for the year ended December 31, 1992 and the
Corporation's 1993 proxy statement incorporated by reference in such Annual
Report on Form 10-K;
(b) the Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1993, June 30, 1993 and September 30, 1993; and
(c) the Corporation's Current Reports on Form 8-K dated January 27,
1993, February 16, 1993 and February 17, 1994.
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from the
date of filing of such documents.
Any statement contained herein, in the Prospectus Supplement or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of the Registration Statement
and this Prospectus to the extent that a statement contained herein, in the
Prospectus Supplement or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so
2
<PAGE> 9
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement or this Prospectus.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE
WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE INFORMATION
REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY
REFERENCE (NOT INCLUDING EXHIBITS TO THE INFORMATION THAT IS INCORPORATED BY
REFERENCE UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE INFORMATION THAT THE PROSPECTUS INCORPORATES). WRITTEN REQUESTS OR REQUESTS
BY TELEPHONE FOR SUCH COPIES SHOULD BE DIRECTED TO DONALD M. CROOK, SECRETARY,
KIMBERLY-CLARK CORPORATION, P.O. BOX 619100, DALLAS, TEXAS 75261-9100 (TELEPHONE
214-830-1200).
A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED IN THIS PROSPECTUS BY
REFERENCE (NOT INCLUDING EXHIBITS TO THE INFORMATION THAT IS INCORPORATED BY
REFERENCE UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE INFORMATION THAT THE PROSPECTUS INCORPORATES), MAY ALSO BE OBTAINED BY
WRITTEN REQUEST TO: GOLDMAN, SACHS & CO., 85 BROAD STREET, NEW YORK, NEW YORK
10004, ATTENTION: REGISTRATION DEPARTMENT; OR TO SALOMON BROTHERS INC, SEVEN
WORLD TRADE CENTER, NEW YORK, NEW YORK 10048, ATTENTION: REGISTRATION
DEPARTMENT.
THE CORPORATION
Kimberly-Clark is principally engaged in the manufacturing and marketing
throughout the world of a wide range of products for personal, business and
industrial uses. Most of these products are made from natural and synthetic
fibers using advanced technologies in absorbency, fibers and nonwovens. For
reporting purposes, the Corporation's products and services are segmented into
three classes.
Class I includes tissue products for household, commercial, institutional
and industrial uses; infant, child, feminine and incontinence care products;
industrial and commercial wipers; health care products; and related products.
Class II includes newsprint, printing papers, premium business and
correspondence papers, tobacco industry papers and products, technical papers,
and related products. Class III includes aircraft services, commercial air
transportation and other products and services.
The Corporation's products are sold under a variety of well-known brand
names including Kleenex, Huggies, Pull-Ups, Kotex, New Freedom, Lightdays,
Depend, Poise, Hi-Dri, Delsey, Spenco, Kimguard, Kimwipes and Classic.
Kimberly-Clark Corporation was incorporated in Delaware in 1928 as a
successor to a business established in 1872, and the mailing address of its
principal executive offices is P.O. Box 619100, Dallas, Texas 75261-9100
(telephone 214-830-1200).
USE OF PROCEEDS
The net proceeds received by the Corporation from the sale of the Debt
Securities will be used for general corporate purposes. These purposes may
include: reduction of its existing indebtedness; working capital; capital
expenditures; investments in subsidiaries and equity companies; the purchase of
shares of the Corporation's stock; and possible future acquisitions. Pending use
for these purposes, such proceeds will be invested in short-term securities.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Offered Debt
Securities and the extent, if any, to which such general provisions may not
apply thereto will be described in the Prospectus Supplement relating to such
Offered Debt Securities.
3
<PAGE> 10
The Debt Securities are to be issued under a First Amended and Restated
Indenture, dated as of March 1, 1988 between the Corporation and Bank of America
National Trust and Savings Association, as successor Trustee (the "Trustee"), as
amended by the First Supplemental Indenture, dated as of November 6, 1992,
between the Corporation and the Trustee (the "Indenture"). The following
summaries of certain provisions of the Debt Securities and the Indenture do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the provisions of the Indenture, including the
definitions therein of certain terms. Whenever particular provisions or defined
terms in the Indenture are referred to herein, such provisions or defined terms
are incorporated by reference herein. Section references used herein are
references to the Indenture and certain defined terms in the Indenture are
capitalized herein.
GENERAL
The Debt Securities will be unsecured obligations of the Corporation and
will rank on a parity with all other currently outstanding unsecured and
unsubordinated indebtedness of the Corporation. The Indenture does not limit the
aggregate principal amount of the Debt Securities or of any particular series of
Offered Debt Securities and provides that Debt Securities may be issued
thereunder from time to time in one or more series.
Reference is made to the Prospectus Supplement relating to the particular
series of Offered Debt Securities offered thereby for the following terms
thereof: (1) the title of the Offered Debt Securities; (2) any limit on the
aggregate principal amount of the Offered Debt Securities; (3) the initial
offering price or prices (expressed as a percentage of the aggregate principal
amount thereof) at which the Offered Debt Securities will be sold; (4) the date
or dates on which the principal of the Offered Debt Securities will be payable;
(5) the rate or rates (which may be fixed or variable) per annum at which the
Offered Debt Securities will bear interest, if any, and the date from which such
interest, if any, will accrue; (6) the date or dates on which such interest, if
any, will be payable and the Regular Record Dates for such Interest Payment
Dates; (7) the obligation, if any, of the Corporation to redeem or purchase the
Offered Debt Securities pursuant to any sinking fund or analogous provisions or
at the option of a Holder, and the periods within, the prices at, and the terms
and conditions upon which the Offered Debt Securities shall be redeemed or
purchased; (8) the date or dates, if any, after which and the price or prices at
which the Offered Debt Securities may, pursuant to any optional redemption
provisions, be redeemed at the option of the Corporation or of the holder
thereof and other detailed terms and provisions of any such optional redemption;
(9) if other than the principal amount thereof, the portion of the principal
amount of the Offered Debt Securities which shall be payable upon declaration of
acceleration of the maturity thereof; (10) the currency of payment of principal
of (and premium, if any) and/or interest on the Offered Debt Securities; (11)
any index used to determine the amounts of payments of principal of (and
premium, if any) and/or interest on the Offered Debt Securities; (12) the right
of the Corporation to defease the Offered Debt Securities or certain restrictive
covenants and certain Events of Default under the Indenture; (13) any issuance
of the Offered Debt Securities in the form of one or more Global Securities and,
in such case, the Depositary therefor; and (14) any Events of Default or other
terms relating to the Offered Debt Securities in addition to those described
herein. (Section 301)
Unless otherwise indicated in the Prospectus Supplement relating thereto,
principal of and any premium and interest on the Offered Debt Securities will be
payable, and the Offered Debt Securities will be exchangeable and transfers
thereof will be registrable, at the office of the Trustee at 701 S. Western
Avenue, Glendale, California 91201, or at the office of BankAmerica National
Trust Company, 2 Broadway, Basement Level, New York, New York 10004, provided
that, at the option of the Corporation, payment of any interest may be made by
check mailed via first-class mail to the address of the Person entitled thereto
as it appears in the Security Register. (Sections 301, 305 and 1002)
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities will be issued only in fully registered form without
coupons in denominations of $1,000 or any integral multiple thereof, and no
service charge will be made for any transfer or exchange of such
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Offered Debt Securities, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Sections 302 and 305)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount from the
principal amount thereof. Special Federal income tax, accounting and other
considerations applicable thereto will be described under "Original Issue
Discount -- Factors to Consider" in the Prospectus Supplement relating to any
such Original Issue Discount Securities.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the covenants contained in the Indenture and the Offered Debt Securities would
not necessarily afford Holders of the Offered Debt Securities protection in the
event of a highly leveraged or other transaction involving the Corporation which
may adversely affect the Holders of the Offered Debt Securities.
RESTRICTIVE COVENANTS
Liens. The Corporation covenants that it will not, and will not permit any
Restricted Subsidiary to, issue, assume or guarantee any indebtedness for
borrowed money (hereafter called "indebtedness") secured by a mortgage, security
interest, pledge or lien (hereafter called "mortgage") of or upon any Principal
Property, or any shares of capital stock or indebtedness of any Restricted
Subsidiary, whether owned at the date of the Indenture or thereafter acquired,
without effectively providing that the Debt Securities (together with, if the
Corporation shall so determine, any other indebtedness issued, assumed or
guaranteed by the Corporation or any Restricted Subsidiary and then existing or
thereafter created) shall be secured by such mortgage equally and ratably with
(or, at the option of the Corporation, prior to) such indebtedness. The
foregoing restrictions, however, shall not apply to (a) mortgages of or upon any
property acquired, constructed or improved by, or of or upon any shares of
capital stock or indebtedness acquired by, the Corporation or any Restricted
Subsidiary after the date of the Indenture to secure indebtedness incurred for
the purpose of financing all or any part of the purchase price of any property,
shares of capital stock or indebtedness or of the cost of any construction or
improvements on such property, which indebtedness is incurred prior to or within
360 days after such acquisition, completion of such construction or the
commencement of the commercial operation of such property; (b) mortgages of or
upon any property, shares of capital stock or indebtedness existing at the time
of acquisition thereof by the Corporation or any Restricted Subsidiary; (c)
mortgages of or upon property of a corporation existing at the time such
corporation is merged with or into or consolidated with the Corporation or any
Restricted Subsidiary or at the time of a sale or transfer of the properties of
a corporation as an entirety or substantially as an entirety to the Corporation
or any Restricted Subsidiary; (d) mortgages of or upon any property of, or
shares of capital stock or indebtedness of, any corporation existing at the time
such corporation becomes a Restricted Subsidiary; (e) mortgages to secure
indebtedness of any Restricted Subsidiary to the Corporation or another
Restricted Subsidiary or to secure indebtedness of the Corporation to any
Restricted Subsidiary; (f) mortgages in favor of governmental bodies to secure
advance or progress payments pursuant to any contract or statute or to secure
indebtedness incurred or guaranteed to finance or refinance all or any part of
the purchase price of the property, shares of capital stock or indebtedness
subject to, or the cost of constructing or improving the property subject to,
such mortgages; and (g) extensions, renewals or replacements of any mortgage
existing on the date of this Indenture or any mortgage referred to in the
foregoing clauses (a) through (f), inclusive. (Section 1004) For additional
information as to mortgages on property, see "Defeasance and Covenant
Defeasance" herein.
Notwithstanding the restrictions outlined above, the Corporation or any
Restricted Subsidiary may, without equally and ratably securing the Debt
Securities, issue, assume or guarantee indebtedness secured by a mortgage not
excepted under clauses (a) through (g) above, if the aggregate amount of such
indebtedness, together with all other indebtedness secured by mortgages not so
excepted and the Attributable Debt existing in respect of Sale and Lease-Back
Transactions (other than Sale and Lease-Back Transactions in respect of which
amounts equal to the Attributable Debt relating to the
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transactions shall have been applied, within 360 days after the effective date
of the arrangement, to the prepayment or retirement (other than any mandatory
prepayment or retirement) of long-term indebtedness and Sale and Lease-Back
Transactions in which the property involved would have been permitted to be
mortgaged under clause (a) or (f) above), does not at the time exceed 5% of
Consolidated Net Tangible Assets. (Section 1004)
The sale, mortgage or other transfer of timber in connection with an
arrangement under which the Corporation or any Restricted Subsidiary is
obligated to cut such timber or a portion thereof in order to provide the
transferee with a specified amount of money however determined shall not be
deemed to create indebtedness secured by a mortgage or to constitute a mortgage
securing any indebtedness or to constitute a Sale and Lease-Back Transaction.
(Section 1004)
Sales and Lease-Backs. Sale and Lease-Back Transactions by the Corporation
or any Restricted Subsidiary of any Principal Property are prohibited unless (i)
the Corporation or such Restricted Subsidiary would be entitled, without equally
and ratably securing the Debt Securities, to incur indebtedness secured by a
mortgage on the property to be leased pursuant to clause (a) or (f) under the
subsection Liens above, or (ii) the Corporation or such Restricted Subsidiary
would be entitled, without equally and ratably securing the Debt Securities, to
incur indebtedness secured by a mortgage on such property in an amount at least
equal to the Attributable Debt in respect of the Sale and Lease-Back
Transaction, or (iii) the Corporation shall apply, within 360 days after the
effective date of the arrangement, an amount equal to the Attributable Debt in
respect of the transaction to the prepayment or retirement (other than any
mandatory prepayment or retirement) of long-term indebtedness of the Corporation
or any Restricted Subsidiary. (Section 1005) For additional information as to
Sale and Lease-Back Transactions, see "Defeasance and Covenant Defeasance"
herein.
Definitions. "Attributable Debt" in respect of a Sale and Lease-Back
Transaction means, as of any particular time, the present value (discounted at
the rate of interest implicit in the lease involved in such Sale and Lease-Back
Transaction, as determined in good faith by the Corporation) of the obligation
of the lessee thereunder for rental payments (excluding, however, any amounts
required to be paid by such lessee, whether or not designated as rent or
additional rent, on account of maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges or any amounts required to be paid
by such lessee thereunder contingent upon the amount of sales, maintenance and
repairs, insurance, taxes, assessments, water rates or similar charges) during
the remaining term of such lease (including any period for which such lease has
been extended or may, at the option of the lessor, be extended). (Section 101)
"Consolidated Net Tangible Assets" means, as of any particular time, the
total amount of assets (less applicable reserves) after deducting therefrom (a)
all current liabilities (excluding any thereof which are by their terms
extendible or renewable at the option of the obligor thereon to a time more than
12 months after the time as of which the amount thereof is being computed and
excluding current maturities of long-term indebtedness), and (b) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangible assets, all as shown in the audited consolidated balance
sheet of the Corporation and subsidiaries contained in the Corporation's then
most recent annual report to stockholders, except that assets shall include an
amount equal to the Attributable Debt in respect of any Sale and Lease-Back
Transaction not capitalized on such balance sheet. (Section 101)
"Principal Property" means any mill, manufacturing plant, manufacturing
facility or Timberland, located within the United States of America, having a
gross book value in excess of 1% of Consolidated Net Tangible Assets at the time
of determination thereof and owned by the Corporation or any Restricted
Subsidiary, in each case other than (1) any such mill, plant, facility or
Timberland which, in the opinion of the Board of Directors of the Corporation,
is not of material importance to the total business conducted by the Corporation
and its Restricted Subsidiaries taken as a whole, (2) any portion of such a
mill, plant, facility or Timberland similarly found not to be of material
importance to the use or operation thereof or (3) any ores, metals, fossils,
elements, gases, oil, minerals, geothermal
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resources and rights thereto and any plant or facility used for the extraction
or processing thereof. (Section 101)
"Restricted Subsidiary" means any Subsidiary (a) substantially all of the
property of which is located, or substantially all of the business of which is
carried on, within the United States of America (other than its territories or
possessions and other than Puerto Rico) and (b) which owns a Principal Property;
provided however that any Subsidiary which is principally engaged in financing
operations outside the United States of America or which is principally engaged
in leasing or in financing instalment receivables shall not be a Restricted
Subsidiary. (Section 101)
"Sale and Lease-Back Transaction" means any arrangement with any Person
providing for the leasing by the Corporation or any Restricted Subsidiary of any
Principal Property, whether owned at the date of the Indenture or thereafter
acquired (except for temporary leases for a term, including any renewal thereof,
of not more than three years and except for leases between the Corporation and
any Restricted Subsidiary, between any Restricted Subsidiary and the Corporation
or between Restricted Subsidiaries), which property has been or is to be sold or
transferred by the Corporation or such Restricted Subsidiary to such Person with
the intention of taking back a lease of such property. (Section 101)
"Subsidiary" means any corporation more than 50% of the outstanding voting
stock of which is at the time owned, directly or indirectly, by the Corporation
and/or one or more of its other Subsidiaries. (Section 101)
"Timberland" means any real property owned by the Corporation or any
Restricted Subsidiary which contains standing timber which is (or upon
completion of a growth cycle then in process is expected to become) of a
commercial quantity and of merchantable quality, excluding, however, any such
real property which at the time of determination is designated by the Board of
Directors of the Corporation as being held primarily for development or sale,
rather than primarily for the production of timber. (Section 101)
Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities for the particular provisions relating to such Offered
Debt Securities, including any additional restrictive covenants that may be
included in the terms thereof.
CONSOLIDATIONS, MERGERS AND SALES OF ASSETS BY THE CORPORATION
Nothing in the Indenture or in any of the Debt Securities shall prevent any
consolidation of the Corporation with or merger of the Corporation into any
other corporation or shall prevent any sale or transfer of all or substantially
all of the property and assets of the Corporation to any other corporation;
provided, however, and the Corporation covenants and agrees, that any such
consolidation, merger, sale or transfer shall be upon the condition that the due
and punctual payment of the principal of, and premium, if any, and interest on,
all the Debt Securities according to their tenor, and the due and punctual
performance and observance of all the terms, covenants and conditions of the
Indenture to be kept or performed by the Corporation shall, by an indenture
supplemental to the Indenture, executed and delivered to the Trustee, be assumed
by the corporation formed by such consolidation or into which the Corporation
shall have merged, or the corporation which shall have acquired by sale or
transfer all or substantially all of the property and assets of the Corporation.
(Section 801)
If, upon any such consolidation or merger, or upon any such sale or
transfer, any Principal Property of the Corporation or of any Restricted
Subsidiary or any shares of capital stock or indebtedness of any Restricted
Subsidiary, owned immediately prior thereto, would thereupon become subject to
any mortgage, security interest, pledge or lien securing any indebtedness for
borrowed money of, or guaranteed by, such other corporation (other than any
mortgage, security interest, pledge or lien permitted as described in the first
two paragraphs under "Liens" above), the Corporation, prior to such
consolidation, merger, sale or transfer, will by indenture supplemental to the
Indenture secure the due and punctual payment of the principal of, and premium,
if any, and interest on the Debt Securities (together with, if the Corporation
shall so determine, any other
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indebtedness of, or guaranteed by, the Corporation or any Restricted Subsidiary
and then existing or thereafter created) equally and ratably with (or, at the
option of the Corporation, prior to) the indebtedness secured by such mortgage,
security interest, pledge or lien. (Section 802) For additional information as
to liens on property in certain events, see "Defeasance and Covenant Defeasance"
herein.
EVENTS OF DEFAULT
The following will be Events of Default under the Indenture with respect to
Debt Securities of any series: (a) default in payment of principal of or
premium, if any, on any Debt Security of that series when due; (b) default in
payment of any interest on any Debt Security of that series when due, continued
for 30 days; (c) default in the deposit of any sinking fund payment, when due,
in respect of any Debt Security of that series; (d) default in the performance
of any other covenant of the Corporation in the Indenture (other than a covenant
included in the Indenture solely for the benefit of series of Debt Securities
other than that series), continued for 90 days after written notice as provided
in the Indenture; (e) certain events in bankruptcy, insolvency or
reorganization; and (f) any other Event of Default provided with respect to Debt
Securities of that series. No Event of Default with respect to a particular
series of Debt Securities issued under the Indenture (except as to such events
in bankruptcy, insolvency or reorganization) necessarily constitutes an Event of
Default with respect to any other series of Debt Securities issued thereunder.
(Section 501)
If an Event of Default with respect to Debt Securities of any series at the
time Outstanding shall occur and be continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Debt Securities of that series may, by a notice in writing to the
Corporation (and to the Trustee if given by Holders), declare to be due and
payable immediately the principal amount (or, if the Debt Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all Debt Securities
of that series. However, at any time after such a declaration of acceleration
with respect to Debt Securities of any series has been made, but before the
Stated Maturity thereof, the Holders of a majority in principal amount of
Outstanding Debt Securities of that series may, subject to certain conditions,
rescind and annul such acceleration if all Events of Default, other than the
non-payment of accelerated principal, with respect to Debt Securities of that
series have been cured or waived as provided in the Indenture. (Section 502) For
information as to waiver of defaults, see "Modification of the Indenture and
Waiver of Covenants" herein. Reference is made to the Prospectus Supplement
relating to any series of Offered Debt Securities which are Original Issue
Discount Securities for the particular provisions relating to acceleration of a
portion of the principal amount of such Original Issue Discount Securities upon
the occurrence of an Event of Default and the continuation thereof.
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, 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 or direction of any of the
Holders, unless such Holders shall have offered to the Trustee reasonable
security and indemnity. (Sections 601 and 603) Subject to such provisions for
security and indemnification of the Trustee and certain other rights of the
Trustee, 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. (Section 512)
No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to Debt Securities
of that series and unless also the Holders of at least 25% in principal amount
of the Outstanding Debt Securities of that series shall have made written
request, and offered reasonable security and indemnity, to the Trustee to
institute such 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
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series a direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days. (Section 507) However, the Holder of
any Debt Security will have an absolute right to receive payment of the
principal of (and premium, if any) and any interest on such Debt Security on or
after the due dates expressed in such Debt Security and to institute suit for
the enforcement of any such payment. (Section 508)
The Indenture requires the Corporation to furnish to the Trustee annually a
statement as to the absence of certain defaults under the Indenture. (Section
1007) The Indenture provides that the Trustee may withhold notice to the Holders
of Debt Securities of any series of any default (except in payment of principal
or any premium or interest or in sinking fund payments) with respect to Debt
Securities of such series if it considers it in the interest of the Holders of
Debt Securities of such series to do so. (Section 602)
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides that, if applicable, the Corporation will be
discharged from any and all obligations in respect of the Outstanding Securities
(as those terms are defined in the Indenture) of any series (except for certain
obligations to register the transfer or exchange of Outstanding Securities of
such series, to replace stolen, lost or mutilated Outstanding Securities of such
series, to maintain paying agencies and to hold monies for payment in trust)
upon the irrevocable deposit with the Trustee, in trust, of money and/or U.S.
Government Obligations (as defined in the Indenture) which through the payment
of interest and principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay the principal of and premium, if
any, and each installment of interest, if any, on the Outstanding Securities of
such series on the Stated Maturity or Redemption Date of such payments in
accordance with the terms of the Indenture and the Outstanding Securities of
such series. Such a trust may only be established if, among other things, (i)
the Corporation has received from, or there has been published by, the Internal
Revenue Service a ruling which, in the Opinion of Counsel (who may be counsel
for the Corporation), provides that Holders of the Outstanding Securities of
such series will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit, defeasance and discharge
had not occurred, and (ii) the Corporation has delivered to the Trustee an
Opinion of Counsel (who may be counsel for the Corporation) to the effect that
the Outstanding Securities of such series, if then listed on any securities
exchange, will not be delisted as a result of such deposit, defeasance and
discharge. (Section 402)
The Indenture provides that, if applicable, the Corporation may omit to
comply with the restrictive covenants contained in Sections 802 (Securities to
be Secured in Certain Events), 1004 (Limitations on Liens), 1005 (Limitation on
Sale and Lease-Back) and 1007 (Statement by Officers as to Default) of the
Indenture, and that such omission shall not be deemed to be an Event of Default
under the Indenture and the Outstanding Securities of any series, upon the
irrevocable deposit with the Trustee, in trust, of money and/or U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of and premium, if any, and each installment of
interest on the Outstanding Securities of such series on the Stated Maturity or
Redemption Date of such payments in accordance with the terms of the Indenture
and the Outstanding Securities of such series. The obligations of the
Corporation under the Indenture and the Outstanding Securities of such series
other than with respect to the covenants referred to above and the Events of
Default other than the Event of Default referred to above shall remain in full
force and effect. Such a trust may only be established if, among other things,
the Corporation has delivered to the Trustee an Opinion of Counsel (who may be
counsel for the Corporation) to the effect that (i) the Holders of the
Outstanding Securities of such series will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit and defeasance and
will be subject to federal income tax on the same amount, in the same manner and
at the same times as would have been the case if such deposit and defeasance had
not occurred, and (ii) the Outstanding Securities of such series, if then listed
on any securities exchange, will not be delisted as a result of such deposit and
defeasance. (Section 1006)
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In the event the Corporation exercises its option to omit compliance with
certain covenants of the Indenture with respect to the Outstanding Securities of
any series as described above and the Outstanding Securities of such series are
declared due and payable because of the occurrence of any Event of Default other
than the Event of Default described in the preceding paragraph, the amount of
money and U.S. Government Obligations on deposit with the Trustee will be
sufficient to pay amounts due on the Outstanding Securities of such series at
the time of their Stated Maturity or Redemption Date but may not be sufficient
to pay amounts due on the Outstanding Securities of such series at the time of
the acceleration resulting from such Event of Default. However, the Corporation
shall remain liable for such payments.
MODIFICATION OF THE INDENTURE AND WAIVER OF COVENANTS
Modifications and amendments of the Indenture may be made by the
Corporation and the Trustee with the consent of the Holders of 66 2/3% in
principal amount of the Outstanding Debt Securities of each series affected by
such modifications or amendments; provided, however, that no such modification
or amendment may, without the consent of the Holder of each Outstanding Debt
Security affected thereby, (a) change the stated maturity date of the principal
of, or any instalment of principal of or interest on, any Debt Security, (b)
reduce the principal amount of, or the premium (if any) or any interest on, any
Debt Security or reduce the amount of principal of an Original Issue Discount
Security that would be due and payable upon acceleration, (c) change the place
or currency of payment of principal of, or premium (if any) or interest on, any
Debt Security, (d) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security after the stated maturity date,
or (e) reduce the percentage in principal amount of Outstanding Debt Securities
of any series, the consent of whose Holders is required for modification or
amendment of the Indenture, for waiver of compliance with certain provisions of
the Indenture or for waiver of certain defaults. (Section 902)
The Holders of 66 2/3% 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, insofar as that series is concerned, compliance by the
Corporation with certain restrictive provisions of the Indenture. (Section 1007)
The Holders of 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 any past default under the Indenture with respect to that series, except a
default in the payment of the principal of (or premium, if any) or any interest
on any Debt Security of that series or in respect of a provision which under the
Indenture cannot be modified or amended without the consent of the Holder of
each Outstanding Debt Security of that series affected. (Section 513)
REGARDING THE TRUSTEE
The Corporation maintains banking relationships in the ordinary course of
business with Bank of America National Trust and Savings Association, the
Trustee under the Indenture, and has a revolving credit agreement in the amount
of $150 million with such bank. Certain debt securities of the Corporation are
currently outstanding under the Indenture.
PLAN OF DISTRIBUTION
The Corporation may sell Debt Securities to or through underwriters or
dealers, and also may sell Debt Securities directly to one or more other
purchasers or through agents. Such underwriters may include Goldman, Sachs & Co.
and Salomon Brothers Inc, or a group of underwriters represented by one or more
of such firms. Such firms also may act as agents.
The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
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In connection with the sale of Debt Securities, underwriters may receive
compensation from the Corporation or from purchasers of Debt Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such 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 agents. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Corporation and any profit on
the resale of Debt Securities by them may be deemed to be underwriting discounts
and commissions, under the Act. Any such underwriter or agent will be
identified, and any such compensation received from the Corporation will be
described, in the Prospectus Supplement.
Underwriters and agents who participate in the distribution of Debt
Securities may be entitled under agreements which may be entered into by the
Corporation to indemnification by the Corporation against certain liabilities,
including liabilities under the Act, or to contribution with respect to payments
which the underwriters or agents may be required to make in respect thereof.
Such underwriters and agents may be customers of, engage in transactions with,
or perform services for the Corporation in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Corporation may authorize
underwriters or other persons acting as the Corporation's agents to solicit
offers by certain institutions to purchase Offered Debt Securities from the
Corporation pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Corporation. The obligations of any
purchaser under any such contract will be subject to the condition that the
purchase of the Offered Debt Securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such other agents will not have any responsibility
in respect of the validity or performance of such contracts.
VALIDITY OF DEBT SECURITIES
The validity of the Debt Securities offered hereby will be passed upon for
the Corporation by O. George Everbach, Senior Vice President -- Law and
Government Affairs of the Corporation, and for the underwriters or agents by
Sullivan & Cromwell, New York, New York.
EXPERTS
The consolidated financial statements and consolidated financial statement
schedules of the Corporation and its consolidated subsidiaries as of December
31, 1992 and 1991 and for each of the three years in the period ended December
31, 1992, included or incorporated by reference in the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1992, and the consolidated
financial statements of the Corporation and its consolidated subsidiaries as of
December 31, 1993 and 1992 and for each of the three years in the period ended
December 31, 1993, included in the Company's Current Report on Form 8-K, dated
February 17, 1994, have been audited by Deloitte & Touche, independent public
accountants, as set forth in their reports with respect thereto which have been
incorporated herein. Such consolidated financial statements and financial
statement schedules have been incorporated herein in reliance upon the reports
of Deloitte & Touche given on their authority as experts in accounting and
auditing.
11
<PAGE> 18
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE OF SUCH INFORMATION.
---------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
<S> <C>
Use of Proceeds...................... S-2
Selected Financial Information....... S-2
Description of Debentures............ S-3
Underwriting......................... S-5
Validity of Debentures............... S-6
PROSPECTUS
Available Information................ 2
Documents Incorporated by
Reference.......................... 2
The Corporation...................... 3
Use of Proceeds...................... 3
Description of Debt Securities....... 3
Plan of Distribution................. 10
Validity of Debt Securities.......... 11
Experts.............................. 11
</TABLE>
$100,000,000
{KIMBERLY-CLARK LOGO} KIMBERLY-CLARK CORPORATION
6 7/8% DEBENTURES
DUE FEBRUARY 15, 2014
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PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
SALOMON BROTHERS INC
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