<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1997
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
KIMBERLY-CLARK CORPORATION
(Exact name of Registrant as specified in its charter)
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DELAWARE 39-0394230
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
P.O. BOX 619100 75261-9100
DALLAS, TEXAS (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
KIMBERLY-CLARK CORPORATION GLOBAL STOCK OPTION PLAN
(Full Title of the Plans)
O. GEORGE EVERBACH
SENIOR VICE PRESIDENT -- LAW AND GOVERNMENT AFFAIRS
P.O. BOX 619100
DALLAS, TEXAS 75261-9100
(972) 281-1200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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========================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
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Common Stock, $1.25 par value.... 6,000,000 shares $49.875(1) $299,250,000(1) $90,681.82
- ------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase
Rights......................... 6,000,000 rights (2) (2) (2)
========================================================================================================================
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(1) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act of 1933, as amended, pursuant
to Rule 457(c) thereunder, based on $49.875, the average of the high and low
prices of the common stock on October 16, 1997, as reported in the
consolidated reporting system.
(2) The preferred stock purchase rights initially are attached to and trade with
the shares of common stock being registered hereby. Value attributable to
such rights, if any, is reflected in the market price of the common stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "SEC") are incorporated herein by
reference:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996;
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997.
3. The Registrant's Current Reports on Form 8-K dated February 20,
1997, February 25, 1997 and April 24, 1997;
4. The description of the Registrant's Common Stock contained in the
Joint Proxy Statement/Prospectus constituting a part of the Registrant's
Registration Statement on Form S-4 (Registration No. 33-64063); and
5. The description of the Registrant's Preferred Stock Purchase Rights
contained in Registration Statements on Form 8-A and amendments thereto
filed by the Registrant with the SEC on June 21, 1988, June 13, 1995 and
March 17, 1997.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the dates of
filing of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters have been passed upon for the Registrant by O. George
Everbach, Senior Vice President -- Law and Government Affairs of the Registrant.
As of October 3, 1997, Mr. Everbach owned 61,648 shares of the Registrant's
common stock and held options to acquire 210,718 shares of such common stock (of
which options to acquire 90,175 shares are presently exercisable), and 15,705.35
shares of such common stock were attributable to his account under the
Registrant's Salaried Employees Incentive Investment Plan. Mr. Everbach also
participates in other employee benefit plans of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's By-laws (the "By-Laws") provide, among other things, that
the Registrant shall (i) 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 Registrant) by reason of the
fact that he is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant as a director or officer of another
corporation, or, in the case of a director or officer of the Registrant, is or
was serving as an employee or agent of a partnership, joint venture, trust or
other
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<PAGE> 3
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 interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, and (ii) 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
Registrant to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the Registrant, or is or was serving at the
request of the Registrant as a director or officer of another corporation, or,
in the case of a director or officer of the Registrant, is or was serving as an
employee or agent of a partnership, joint venture, trust or other enterprise
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 interests of the Registrant 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 Registrant 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. Notwithstanding the
foregoing, the Registrant is not required to indemnify any director or officer
of the Registrant in connection with a proceeding (or portion thereof) initiated
by such director or officer against the Registrant or any directors, officers or
employees thereof unless (i) the initiation of such proceeding (or portion
thereof) was authorized by the Board of Directors of the Registrant or (ii)
notwithstanding the lack of such authorization, the person seeking
indemnification is successful on the merits. The By-Laws further provide that
the indemnification provided therein shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled.
Section 145 of the General Corporation Law of the State of Delaware
authorizes indemnification by the Registrant of directors and officers under the
circumstances provided in the provisions of the By-Laws described above, and
requires such indemnification for expenses actually and reasonably incurred to
the extent a director or officer is successful in the defense of any action, or
any claim, issue or matter therein.
The Registrant has purchased insurance which purports to insure the
Registrant against certain costs of indemnification which may be incurred by it
pursuant to the By-Laws and to insure the officers and directors of the
Registrant, and of its subsidiary companies, against certain liabilities
incurred by them in the discharge of their functions as such officers and
directors except for liabilities resulting from their own malfeasance.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following is a list of Exhibits included as part of this Registration
Statement. The Registrant agrees to furnish supplementally a copy of any omitted
schedule to the SEC upon request. Items marked with an asterisk are filed
herewith.
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4.1 -- Restated Certificate of Incorporation of the Registrant,
dated June 12, 1997, is hereby incorporated by reference
to Exhibit No. 3a to the Quarterly Report on Form 10-Q of
the Registrant for the quarter ended June 30, 1997.
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4.2 -- By-laws of the Registrant, as amended November 22, 1996,
are hereby incorporated by reference to Exhibit No. 4.2
to the Registration Statement on Form S-8 of the
Registrant filed with the SEC on December 6, 1996
(Registration No. 33-17367).
4.3 -- Rights Agreement dated as of June 21, 1988, as amended
and restated as of June 8, 1995, between the Registrant
and The First National Bank of Boston, as Rights Agent,
is hereby incorporated by reference to Exhibit No. 1 to
the Registration Statement on Form 8-A/A of the
Registrant filed with the SEC on June 13, 1995.
4.4 -- Certificate of Adjustment, dated March 7, 1997, filed by
the Registrant with The First National Bank of Boston, as
Rights Agent, is hereby incorporated by reference to
Exhibit No. 2 to the Registration Statement on Form 8-A/A
of the Registrant filed with the SEC on March 17, 1997.
4.5* -- Global Stock Option Plan.
5* -- Opinion of O. George Everbach.
23.1* -- Consent of Deloitte & Touche LLP.
23.2* -- Consent of Coopers & Lybrand L.L.P.
23.3* -- Consent of O. George Everbach is contained in his opinion
filed as Exhibit No. 5.
24* -- Powers of Attorney.
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant 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, as amended (the "Securities Act");
(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; and
(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
SEC by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
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<PAGE> 5
(2) That, for the purpose of determining any liability under the
Securities Act, 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 SEC such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, State of Texas, on October 21, 1997.
KIMBERLY-CLARK CORPORATION
By: /s/ WAYNE R. SANDERS
----------------------------------
Wayne R. Sanders
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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/s/ WAYNE R. SANDERS Chairman of the Board and October 21, 1997
- ----------------------------------------------------- Chief Executive Officer
Wayne R. Sanders and Director (principal
executive officer)
/s/ JOHN W. DONEHOWER Senior Vice President and October 21, 1997
- ----------------------------------------------------- Chief Financial Officer
John W. Donehower (principal financial
officer)
/s/ RANDY J. VEST Vice President and October 21, 1997
- ----------------------------------------------------- Controller (principal
Randy J. Vest accounting officer)
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DIRECTORS
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* *
- ----------------------------------------------------- -----------------------------------------------------
John F. Bergstrom Louis E. Levy
* *
- ----------------------------------------------------- -----------------------------------------------------
Pastora San Juan Cafferty Frank A. McPherson
* *
- ----------------------------------------------------- -----------------------------------------------------
Paul J. Collins Linda Johnson Rice
* *
- ----------------------------------------------------- -----------------------------------------------------
Robert W. Decherd Wolfgang R. Schmitt
* *
- ----------------------------------------------------- -----------------------------------------------------
William O. Fifield Randall L. Tobias
*
- -----------------------------------------------------
Claudio X. Gonzalez
October 21, 1997
*By: /s/ O. GEORGE EVERBACH
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O. George Everbach
Attorney-in-Fact
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EXHIBIT INDEX
The following is a list of Exhibits included as part of this Registration
Statement. Items marked with an asterisk are filed herewith.
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NO. DESCRIPTION OF EXHIBIT
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4.1 -- Restated Certificate of Incorporation of the Registrant,
dated June 12, 1997, is hereby incorporated by reference
to Exhibit No. 3a to the Quarterly Report on Form 10-Q of
the Registrant for the quarter ended June 30, 1997.
4.2 -- By-laws of the Registrant, as amended November 22, 1996,
are hereby incorporated by reference to Exhibit No. 4.2
to the Registration Statement on Form S-8 of the
Registrant filed with the SEC on December 6, 1996
(Registration No. 33-17367).
4.3 -- Rights Agreement dated as of June 21, 1988, as amended
and restated as of June 8, 1995, between the Registrant
and The First National Bank of Boston, as Rights Agent,
is hereby incorporated by reference to Exhibit No. 1 to
the Registration Statement on Form 8-A/A of the
Registrant filed with the SEC on June 13, 1995.
4.4 -- Certificate of Adjustment, dated March 7, 1997, filed by
the Registrant with The First National Bank of Boston, as
Rights Agent, is hereby incorporated by reference to
Exhibit No. 2 to the Registration Statement on Form 8-A/A
of the Registrant filed with the SEC on March 17, 1997.
4.5* -- Global Stock Option Plan.
5* -- Opinion of O. George Everbach.
23.1* -- Consent of Deloitte & Touche LLP.
23.2* -- Consent of Coopers & Lybrand L.L.P.
23.3* -- Consent of O. George Everbach is contained in his opinion
filed as Exhibit No. 5.
24* -- Powers of Attorney.
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<PAGE> 1
EXHIBIT 4.5
KIMBERLY-CLARK CORPORATION
GLOBAL STOCK OPTION PLAN
(EFFECTIVE JUNE 12, 1997)
1. PURPOSE
This Global Stock Option Plan (the "Plan") of Kimberly-Clark Corporation
(the "Corporation") is intended to commemorate the Corporation's 125th
Anniversary and to unify the worldwide units of the Corporation by providing
Eligible Employees with an additional means of sharing in the Corporation's
prosperity through Awards.
2. EFFECTIVE DATE
The Plan was adopted by the Board of Directors of the Corporation effective
June 12, 1997.
3. DEFINITIONS
"Affiliate" means any company in which the Corporation owns 40% or more of
the equity interest (collectively, the "Affiliates").
"Award" means the grant of an Option or SAR under the Plan.
"Board" means the Board of Directors of the Corporation.
"Code" means the Internal Revenue Code of 1986 and the regulations
thereunder, as amended from time to time.
"Committee" means the Retirement Trust Committee named under the
Kimberly-Clark Corporation Salaried Employees' Retirement Plan.
"Committee Rules" means the interpretative guidelines approved by the
Committee providing the foundation for administration of this Plan.
"Common Stock" means the common stock, par value $1.25 per share, of the
Corporation and shall include both treasury shares and authorized but unissued
shares and shall also include any security of the Corporation issued in
substitution, in exchange for, or in lieu of the Common Stock.
"Disability" shall have the meaning determined by the Committee pursuant to
Committee Rules.
"Eligible Employee" means a full-time or part-time regular employee (other
than an Insider) on the regular payroll of the Corporation or an Affiliate as of
the grant date of an Award. In addition, notwithstanding any other provision in
the Plan, a person whose only relationship to the Plan is that of a temporary
employee (except regular employees on temporary assignment from another unit) or
leased employee (as defined in section 414(n)(2) of the Code) shall not be an
Eligible Employee and shall not be entitled to benefits under the Plan.
For purposes of this subsection, "on the regular payroll" shall mean paid
through the payroll department of the Corporation or an Affiliate (or, if there
is no such payroll department, classified as a regular employee on the
Corporation's or Affiliate's employment records), and shall exclude former
employees on Limited Service under the Scott Paper Company Termination Pay Plan
for Salaried Employees and persons classified by the Corporation or Affiliate as
intermittent or temporary, or as independent contractors, regardless of how such
persons may be classified by any federal, state, or local, domestic or foreign,
government agency or instrumentality thereof, or court.
"Exchange Act" means the Securities Exchange Act of 1934 and the rules and
regulations thereunder, as amended from time to time.
<PAGE> 2
"Fair Market Value" means the reported closing price of the Common Stock as
reported in The Wall Street Journal, New York Stock Exchange
Transactions -- Composite Transactions for reporting stock prices, or if no such
sale shall have been made on that day, on the last preceding day on which there
was such a sale. For purposes of the grant of an Award, the Fair Market Value
for the grant will be the closing price of the Common Stock on the business day
immediately prior to the grant date. Fair Market Value for all other purposes
will be the relevant date.
"Insider" means a person who as of the grant date of an Award is required
to report to the Securities and Exchange Commission under section 16(a) of the
Exchange Act.
"Option" means a right to purchase a specified number of shares of Common
Stock at a fixed option price which shall be equal to no less than 100% of the
Fair Market Value of the Common Stock, except as may be otherwise determined by
the Committee.
"Option Price" has the meaning set forth in subsection 6(b) of this Plan.
"Participant" means an Eligible Employee who the Committee selects to
participate in and receive an Award under the Plan (collectively the
"Participants").
"Retirement" means the termination of employment on or after the date the
Participant has attained age 55, except as may be otherwise determined by the
Committee.
"SAR" has the meaning set forth in subsection 6(i) of this Plan.
4. ADMINISTRATION
The Plan and all Awards granted pursuant thereto shall be administered by
the Committee. The Committee, in its absolute discretion, shall have the power
to interpret and construe the Plan; provided, however, that the Committee may
authorize persons other than its members to carry out its responsibilities under
the Plan as it may deem appropriate. The delegation of responsibilities will be
effected by written instrument executed by the Committee. Any interpretation or
construction of any provisions of this Plan by the Committee shall be final and
conclusive upon all persons. No member of the Board or the Committee shall be
liable for any action or determination made in good faith.
The Committee shall have the power to promulgate Committee Rules and other
guidelines in connection with the performance of its obligations, powers and
duties under the Plan, including its duty to administer and construe the Plan. A
majority of the Committee members shall constitute a quorum. The Committee may
take any action upon a majority vote at any meeting at which a quorum is
present, and may take any action without a meeting upon the unanimous written
consent of all members. Members of the Committee may participate in and hold a
meeting of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such meeting shall constitute
presence in person at the meeting.
5. ELIGIBILITY
The Committee may grant an Award to each Eligible Employee who is actively
employed on the grant date or such other date specified by the Committee.
Insiders as of the grant date are not eligible to participate in the Plan.
The granting of Awards under the terms of this Plan is made at the sole
discretion of the Committee and does not entitle an employee to receive future
Awards. Award grants under this Plan constitute extraordinary payments and as
such are not part of an Eligible Employee's regular compensation. The adoption
of this Plan shall not be deemed to give any Eligible Employee any right to be
granted an Award, except to the extent as may be determined by the Committee and
upon such terms and conditions as may be determined by the Committee.
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<PAGE> 3
6. AWARDS
Awards under the Plan shall consist of stock options except as otherwise
provided in this section 6. The Committee shall determine (i) the Option Price,
(ii) the number of shares to be covered by each Option so granted, (iii) the
terms and conditions of the Awards granted hereunder (including, but not limited
to, restrictions upon the Awards, when Awards are first exercisable and the
period of exercise, conditions of their exercise, black-out periods (i.e.
restrictions on when otherwise exercisable Options may be exercised),
requirements regarding payment of the exercise price, withholding requirements
and restrictions on the shares of Common Stock issuable upon the exercise
thereof), and (iv) the form of the instruments necessary or advisable in the
administration of the Awards.
After the grant of an Option to a Participant, the Committee may cause to
be delivered to the Participant an Option Certificate evidencing the granting of
the Option. Any such Option Certificate shall be in such form as the Committee
shall from time to time approve. The terms and conditions of all Awards granted
under the Plan need not be the same, but all Options must meet the applicable
terms and conditions specified in subsections 6(a) through 6(h) and all SARs
must meet the applicable terms and conditions specified in subsections 6(a),
(b), (c), (d), (e), (h) and (i).
(a) Period of Option. The Period of each Award shall be no more than 7
years from the date it is granted.
(b) Option Price. The Option Price shall be determined by the
Committee on the date that the Option is granted.
(c) Limitations on Exercise. At any time on or after January 2, 2001,
the Participant may purchase the number of shares covered by the Option if
the Participant shall have been in the continuous employ of the Corporation
or an Affiliate through the third anniversary of the date of grant. If the
Participant's employment is terminated on or after the third anniversary of
the date of grant, for any reason other than death, Retirement or
Disability, the Option shall be exercisable only for three months following
such termination, and only to the extent shares of Common Stock were
exercisable on the date of such termination, except as may be otherwise
determined by the Committee. In no event, however, may an Option be
exercised more than 7 years after the date of its grant. Neither the
Corporation nor the Committee shall have any obligation to notify a
Participant of the expiration of an Award. If the Participant's employment
is terminated prior to the third anniversary of the date of grant, for any
reason other than death, Retirement or Disability, each Award granted to
such Participant shall be immediately cancelled upon such termination of
employment.
(d) Exercise after Death, Retirement, or Disability. If prior to the
third anniversary of the date of grant a Participant's employment is
terminated due to death, Retirement or Disability, the Award may be
exercised on or after January 4, 1999, but in no event may such an Award be
exercised more than five years after the date of its grant. If a
Participant's employment is terminated due to death, Retirement or
Disability, on or after the third anniversary of the date of grant, the
Award may be exercised within the remaining period of the Award. Upon a
Participant's death, the Award may be exercised by the person or persons to
whom such Participant's rights under the Award shall pass by will or by
applicable law or, if no such person has such rights, by his executor or
administrator, but in no event after the expiration of the period set forth
in this subsection 6(d).
(e) Non-transferability. During the Participant's lifetime, Awards
shall be exercisable only by such Participant. Awards shall not be
transferable other than by will or the laws of descent and distribution
upon the Participant's death.
(f) Exercise; Notice Thereof. Options shall be exercised by delivering
notice of intention to exercise the Option and by paying in full the Option
Price of the shares at the time being acquired, pursuant to such terms and
conditions as may be determined by the Committee. The
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<PAGE> 4
Committee may approve, in its sole and absolute discretion, cashless
exercise through an arrangement with a brokerage firm, under which the
brokerage firm, on behalf of the Participant, will apply a portion of the
shares of Common Stock purchased upon the exercise of the Option to the
payment of the exercise price. A Participant shall have none of the rights
of a stockholder with respect to shares covered by such Option until the
Participant becomes the record holder of such shares as determined by the
records of the Corporation's transfer agent. The Committee shall have
authority to establish procedures under all methods of exercise, including
the designation of the brokerage firm or firms through which exercises
shall be effected.
(g) Purchase for Investment. It is contemplated that the Corporation
will register shares offered to Participants pursuant to the Plan under the
Securities Act of 1933, as amended (the "Securities Act"). In the absence
of an effective registration, however, a Participant exercising an Option
hereunder may be required to give a representation that he/she is acquiring
such shares as an investment and not with a view to distribution thereof.
(h) Awards for Nonresident Aliens and Certain Employees Employed
Outside of the United States. In the case of any Award granted to a
Participant who is not a resident of the United States or who is employed
by an Affiliate other than an Affiliate that is incorporated, or whose
place of business is, in a State of the United States, the Committee may
(i) determine which Eligible Employees, countries and Affiliates are
eligible to participate in the Plan, (ii) modify the terms and conditions
of any Awards granted to Eligible Employees who are employed outside the
United States, (iii) establish subplans, each of which shall be attached as
an Appendix hereto, modify Award exercise procedures and other terms and
procedures to the extent such actions may be necessary or advisable, and
(iv) take any action, either before or after the Award is made, which it
deems advisable to obtain approval of such Award by an appropriate
governmental entity; provided, however, that no action may be taken
hereunder if such action would (1) materially increase any benefits
accruing to any Participants under the Plan, (2) increase the number of
securities which may be issued under the Plan, or (3) result in a failure
to comply with applicable provisions of the Securities Act of 1933, the
Exchange Act or the Code.
(i) Stock Appreciation Rights. The Committee may grant SARs in lieu of
Options under the Plan. An SAR is an Award pursuant to which the
Participant receives a right to a cash payment upon exercise equal to the
excess of the Fair Market Value of one share of Common Stock on the date of
exercise over the Fair Market Value of the share on the date of grant (or
other date specified in the Award) of the SAR. Each SAR shall be subject to
subsections 6(a), (b), (c), (d), (e) and (h) as though the SAR were an
Option, except for modifications or additional terms and conditions as the
Committee deems appropriate. The Participant shall exercise an SAR by
submitting a notice of exercise in the same manner as a request for Option
exercise and sale of all shares being exercised, except as otherwise
provided by the Committee.
7. GOVERNMENT SERVICE, LEAVES OF ABSENCE AND OTHER TERMINATIONS
The Committee shall have exclusive discretionary authority to determine
whether and to what extent an authorized leave of absence, layoff or qualified
military leave shall be deemed to be a termination of employment for purposes of
the Plan. The decision of the Committee in this regard shall be conclusive and
binding upon the Corporation and each such Participant. A termination of
employment with the Corporation or an Affiliate to accept immediate reemployment
with the Corporation or an Affiliate shall not be deemed to be a termination of
employment for purposes of the Plan.
The Committee shall have exclusive discretionary authority to determine
when a termination of employment with respect to a Participant shall occur in
the event of a sale, spin-off or other disposition of an Affiliate, or of a
portion of the Corporation or its Affiliate, which would result in a Participant
no longer being employed by an entity which the Corporation or an Affiliate owns
40% or
4
<PAGE> 5
more of the equity interest (directly or indirectly). The decision of the
Committee in this regard shall be conclusive and binding upon the Corporation
and each such Participant.
8. SHARES SUBJECT TO THE PLAN
The number of shares of Common Stock available with respect to all Awards
granted under this Plan shall not exceed 6,000,000 in the aggregate, subject to
the adjustment provision set forth in section 9 hereof. The shares of Common
Stock subject to the Plan may consist in whole or in part of authorized but
unissued shares or of treasury shares, as the Committee may from time to time
determine. The maximum number of shares of Common Stock covered by Awards which
may be granted to any Participant shall not exceed 125 in the aggregate.
9. CHANGES IN CAPITALIZATION
In the event there are any changes in the Common Stock or the
capitalization of the Corporation through a corporate transaction, such as any
merger, any acquisition through the issuance of capital stock of the
Corporation, any consolidation, any separation of the Corporation (including a
spin-off or other distribution of stock of the Corporation), any reorganization
of the Corporation (whether or not such reorganization comes within the
definition of such term in section 368 of the Code), or any partial or complete
liquidation by the Corporation, recapitalization, stock dividend, stock split or
other change in the corporate structure, appropriate adjustments and changes
shall be made by the Committee, to the extent necessary to preserve the benefit
to the Participant contemplated hereby, to reflect such changes in (a) the
aggregate number of shares subject to the Plan, (b) the maximum number of shares
for which Awards may be granted or awarded to any Participant, (c) the number of
shares and the Option Price per share of all shares of Common Stock subject to
outstanding Options, (d) the number of SARs subject to an Award and the Fair
Market Value of a share of Common Stock for purposes of determining the
settlement payment on exercise of an SAR, and (e) such other provisions of the
Plan as may be necessary and equitable to carry out the foregoing purposes.
10. EFFECT ON OTHER PLANS
All payments and benefits under the Plan shall constitute extraordinary
items of compensation and shall not affect the level of benefits provided to or
received by any Participant (or the Participant's estate or beneficiaries) as
part of any employee benefit plan of the Corporation or an Affiliate. As such,
neither the Award grants nor any benefits arising under this Plan shall
constitute part of an Eligible Employee's employment contract with the
Corporation or an Affiliate, and accordingly, this Plan and the benefits
hereunder may be terminated at any time in the sole and exclusive discretion of
the Committee without giving rise to liability on the part of the Corporation or
an Affiliate for severance payments. The Plan shall not be construed to affect
in any way a Participant's rights and obligations under any other plan
maintained by the Corporation or an Affiliate on behalf of employees.
Furthermore, the granting of Awards under the terms of the Plan does not
constitute an element of the Participant's regular or base compensation and
shall not be considered in the determination of severance benefits paid as a
result of a Participant's separation from service, or any other statutory
benefit based on regular compensation to which the Eligible Employee may be
entitled.
11. TERM OF THE PLAN
The termination date of the Plan shall be October 22, 1998, unless the Plan
is terminated prior thereto by the Committee. No Award may be granted after the
termination date of the Plan, but Awards theretofore granted or awarded shall
continue in force beyond that date pursuant to their terms.
5
<PAGE> 6
12. GENERAL PROVISIONS
(a) No Additional Rights. Neither the establishment of the Plan nor the
payment of any benefits hereunder nor any action of the Corporation, its
Affiliates, the Board of Directors of the Corporation or its Affiliates, or the
Committee shall be held or construed to confer upon any person any legal right
to be continued in the employ of the Corporation or its Affiliates, and the
Corporation and its Affiliates expressly reserve the right to discharge any
Participant without liability to the Corporation, its Affiliates, the Board of
Directors of the Corporation or its Affiliates or the Committee. No individual
in any country shall have any rights to receive Awards, except as expressly
provided for under the Plan. All Awards made at any time are subject to the
prior approval of the Committee.
(b) Binding Effect. Any decision made or action taken by the Corporation,
the Board or by the Committee arising out of or in connection with the
construction, administration, interpretation and effect of the Plan shall be
conclusive and binding upon all persons.
(c) Inalienability of Benefits and Interest. Except as provided in
subsection 6(e), no benefit payable under or interest in the Plan shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any such attempted action shall be void and
no such benefit or interest shall be in any manner liable for or subject to
debts, contracts, liabilities, engagements, or torts of any Participant or
beneficiary.
(d) Delaware Law to Govern. All questions pertaining to the construction,
interpretation, regulation, validity and effect of the provisions of the Plan
shall be determined in accordance with the laws of the State of Delaware.
(e) Purchase of Common Stock. The Corporation and its Affiliates may
purchase from time to time shares of Common Stock in such amounts as they may
determine for purposes of the Plan. The Corporation and its Affiliates shall
have no obligation to retain, and shall have the unlimited right to sell or
otherwise deal with for their own account, any shares of Common Stock purchased
pursuant to this paragraph.
(f) Use of Proceeds. The proceeds received by the Corporation from the sale
of Common Stock pursuant to the exercise of Options shall be used for general
corporate purposes.
(g) Withholding. The Corporation shall have the right to deduct any
applicable withholding from the proceeds of any exercise of an Award and the
Committee shall require the withholding of all taxes as required by law and in
the Committee Rules.
(h) No Segregation of Cash or Stock. Neither the Corporation nor its
Affiliates shall be required to segregate any cash or stock which may at any
time be represented by Awards. Nor shall anything provided herein be construed
as providing for such segregation. Neither the Corporation, its Affiliates, the
Board nor the Committee shall, by any provisions of the Plan, be deemed to be a
trustee of any property and no obligation of the Corporation or its Affiliates
hereunder shall be deemed to be secured by any pledge or other encumbrance on
any property of the Corporation or its Affiliates.
(i) Amendments. The Committee may at any time amend, suspend, or
discontinue the Plan or alter or amend any or all Awards under the Plan to the
extent (1) permitted by law, (2) permitted by the rules of any stock exchange on
which the Common Stock or any other security of the Corporation is listed, and
(3) permitted under applicable provisions of the Securities Act and the Exchange
Act. No such amendment, suspension, or termination of the Plan shall, without
the consent of the Participant, adversely alter or change any of the rights or
obligations under any Awards or other rights previously granted the Participant
under the Plan except to the extent required due to relevant changes under
federal or state securities law.
6
<PAGE> 7
IN WITNESS WHEREOF, the Corporation has adopted this Kimberly-Clark
Corporation Global Stock Option Plan effective as of June 12, 1997.
KIMBERLY-CLARK CORPORATION
By: /s/ WAYNE R. SANDERS
----------------------------------
Wayne R. Sanders
Chairman of the Board and
Chief Executive Officer
7
<PAGE> 1
EXHIBIT 5
October 21, 1997
Kimberly-Clark Corporation
P.O. Box 619100
Dallas, Texas 75261-9100
Re: Registration Statement on Form S-8
(Global Stock Option Plan)
Gentlemen:
I am Senior Vice President -- Law and Government Affairs of Kimberly-Clark
Corporation, a Delaware corporation (the "Corporation"), and I have acted as
counsel to the Corporation in connection with the preparation and filing with
the Securities and Exchange Commission of the Registration Statement on Form S-8
(the "Registration Statement") relating to the registration under the Securities
Act of 1933, as amended, of shares of the Corporation's common stock, $1.25 par
value (the "Shares"), to be offered under the Corporation's Global Stock Option
Plan (the "Plan").
I have examined the Plan and such corporate and other documents and
records, and certificates of public officials and officers of the Corporation,
as I have deemed necessary for purposes of this opinion. In stating my opinion I
have assumed the genuineness of all signatures of, and the authority of, persons
signing any documents or records on behalf of parties other than the Plan and
the Corporation, the authenticity of all documents submitted to me as originals
and the conformity to authentic original documents of all documents submitted to
me as certified or photostatic copies.
Based on the foregoing, I am of the opinion that:
1. The Corporation is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.
2. The Shares, when acquired in accordance with the terms and conditions
of the Plan, will be legally issued, fully paid and nonassessable and
no personal liability will attach to the ownership thereof, except
with respect to nonassessability as provided in Section
180.0622(2)(b) of the Wisconsin Business Corporation Law.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In addition, I hereby consent to the use of this opinion
in the related Section 10(a) Prospectus.
Very truly yours,
/s/ O. GEORGE EVERBACH
O. George Everbach
Senior Vice President --
Law and Government Affairs
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Kimberly-Clark Corporation on Form S-8 of our reports dated January 27, 1997,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Kimberly-Clark Corporation for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Dallas, Texas
October 20, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and in the related Prospectus of Kimberly-Clark
Corporation of our report dated January 30, 1996, which makes reference to the
Company adopting the provisions of Statement of Financial Accounting Standard
No. 121 in 1995 and that our audit did not include the 1995 provisions for
restructuring and other unusual charges which were audited by other auditors, on
our audits of the consolidated financial statements and financial statement
schedule of Scott Paper Company and subsidiaries as of December 30, 1995 and
December 31, 1994 and for the years then ended, appearing in and incorporated by
reference in the Annual Report on Form 10-K under the Securities Exchange Act of
1934 of Kimberly-Clark Corporation for the year ended December 31, 1996.
/s/ Coopers & Lybrand
2400 Eleven Penn Center
Philadelphia, Pennsylvania
October 20, 1997
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
and/or related plan interests under and in accordance with a global stock option
plan to be established for substantially all employees of the Corporation and
certain affiliates thereof, and to execute any and all amendments to such
Registration Statement, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any one of them, or his or her
substitute or their substitutes, lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of June,
1997.
/s/ JOHN F. BERGSTROM
------------------------------------
John F. Bergstrom
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
and/or related plan interests under and in accordance with a global stock option
plan to be established for substantially all employees of the Corporation and
certain affiliates thereof, and to execute any and all amendments to such
Registration Statement, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any one of them, or his or her
substitute or their substitutes, lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of June,
1997.
/s/ PASTORA SAN JUAN CAFFERTY
------------------------------------
Pastora San Juan Cafferty
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
and/or related plan interests under and in accordance with a global stock option
plan to be established for substantially all employees of the Corporation and
certain affiliates thereof, and to execute any and all amendments to such
Registration Statement, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any one of them, or his or her
substitute or their substitutes, lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of June,
1997.
/s/ PAUL J. COLLINS
------------------------------------
Paul J. Collins
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
and/or related plan interests under and in accordance with a global stock option
plan to be established for substantially all employees of the Corporation and
certain affiliates thereof, and to execute any and all amendments to such
Registration Statement, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any one of them, or his or her
substitute or their substitutes, lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of June,
1997.
/s/ ROBERT W. DECHERD
------------------------------------
Robert W. Decherd
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
and/or related plan interests under and in accordance with a global stock option
plan to be established for substantially all employees of the Corporation and
certain affiliates thereof, and to execute any and all amendments to such
Registration Statement, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any one of them, or his or her
substitute or their substitutes, lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of June,
1997.
/s/ WILLIAM O. FIFIELD
------------------------------------
William O. Fifield
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
and/or related plan interests under and in accordance with a global stock option
plan to be established for substantially all employees of the Corporation and
certain affiliates thereof, and to execute any and all amendments to such
Registration Statement, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any one of them, or his or her
substitute or their substitutes, lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of June,
1997.
/s/ CLAUDIO X. GONZALEZ
------------------------------------
Claudio X. Gonzalez
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
and/or related plan interests under and in accordance with a global stock option
plan to be established for substantially all employees of the Corporation and
certain affiliates thereof, and to execute any and all amendments to such
Registration Statement, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any one of them, or his or her
substitute or their substitutes, lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of June,
1997.
/s/ LOUIS E. LEVY
------------------------------------
Louis E. Levy
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
and/or related plan interests under and in accordance with a global stock option
plan to be established for substantially all employees of the Corporation and
certain affiliates thereof, and to execute any and all amendments to such
Registration Statement, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any one of them, or his or her
substitute or their substitutes, lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of June,
1997.
/s/ FRANK A. McPHERSON
------------------------------------
Frank A. McPherson
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
and/or related plan interests under and in accordance with a global stock option
plan to be established for substantially all employees of the Corporation and
certain affiliates thereof, and to execute any and all amendments to such
Registration Statement, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any one of them, or his or her
substitute or their substitutes, lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of June,
1997.
/s/ LINDA JOHNSON RICE
------------------------------------
Linda Johnson Rice
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
and/or related plan interests under and in accordance with a global stock option
plan to be established for substantially all employees of the Corporation and
certain affiliates thereof, and to execute any and all amendments to such
Registration Statement, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any one of them, or his or her
substitute or their substitutes, lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of June,
1997.
/s/ WOLFGANG R. SCHMITT
------------------------------------
Wolfgang R. Schmitt
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
and/or related plan interests under and in accordance with a global stock option
plan to be established for substantially all employees of the Corporation and
certain affiliates thereof, and to execute any and all amendments to such
Registration Statement, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any one of them, or his or her
substitute or their substitutes, lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of June,
1997.
/s/ RANDALL L. TOBIAS
------------------------------------
Randall L. Tobias
