SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
KIMBERLY-CLARK CORPORATION
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(Exact name of registrant as specified in charter)
AMENDMENT NO. 2
(to the Registration Statement on Form 8-A filed with the Commission on
June 28, 1988, as amended by that Form 8-A filed with the Commission on
June 13, 1995)
The undersigned registrant hereby amends Items 1 and 2 of its Registration
Statement on Form 8-A dated June 28, 1988, as amended by that Form 8-A
filed with the Commission on June 13, 1995, as set forth below:
Item 1. Description of Securities
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Item 1 is hereby amended to add the following:
Reference is hereby made to the Certificate of Adjustment filed by
Kimberly-Clark Corporation (the "Company") with The First National Bank of
Boston, as Rights Agent, in connection with the two-for-one split of the
common stock of the Company payable April 2, 1997 to holders of record at
the close of business on March 7, 1997, which is attached hereto as Exhibit
2.
Item 2. Exhibits
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Item 2 is hereby amended to add the following:
2. Certificate of Adjustment, dated March 7, 1997, filed by
Kimberly-Clark Corporation with the First National Bank of
Boston, as Rights Agent.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: March 17, 1997
KIMBERLY-CLARK CORPORATION
By: /s/ O. George Everbach
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O. George Everbach
Senior Vice President -
Law and Government Affairs
INDEX TO EXHIBITS
Exhibit Page
2. Certificate of Adjustment, dated March 7, 1997, 5
filed by Kimberly-Clark Corporation with The First
National Bank of Boston, as Rights Agent.
EXHIBIT 2
CERTIFICATE OF ADJUSTMENT
This is to certify pursuant to Section 12 of the Rights Agreement,
dated as of June 21, 1988, as amended and restated as of June 8, 1995,
between Kimberly-Clark Corporation, a Delaware corporation (the "Company"),
and The First National Bank of Boston (the "Rights Agent") that:
I. Statement of Facts.
On February 20, 1997, the Company's Board of Directors declared a two-
for-one split of the shares of common stock, par value $1.25 per share (the
"Common Shares"), of the Company to be effected in the form of a 100% stock
distribution (the "Distribution") to holders of record of the Company's
issued Common Shares at the close of business on March 7, 1997.
II. Adjustments Pursuant to Rights Agreement.
Pursuant to the provisions of Sections 11(n) and 23(a) of the Rights
Agreement, certain adjustments to the number of one-hundredths of a
Preferred Share (as defined in the Rights Agreement) purchasable upon
proper exercise of each Right (as defined in the Rights Agreement) shall be
effected as of April 2, 1997, as set forth below:
1. Pursuant to Section 11(n) of the Rights Agreement, the
number of one one-hundredths of a Preferred Share purchasable upon
proper exercise of a Right shall be equal to one-half.
2. Pursuant to Section 23(a) of the Rights Agreement, the
Redemption Price shall be equal to $.005 per Right.
Dated the 7th day of March, 1997.
KIMBERLY-CLARK CORPORATION
By: /s/ Donald M. Crook
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Donald M. Crook
Vice President and Secretary
