<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 1997
REGISTRATION NO. 33-49050
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A
Post-Effective
Amendment
No. 1 to
Registration Statement
Under
The Securities Act of 1933
KIMBERLY-CLARK CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
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>
1992 EQUITY PARTICIPATION PLAN
(Full Title of the Plan)
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
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- - - ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.25 par
value..................... 20,000,000 shares(1) $49.125(1)(2) $982,500,000(1)(2) $297,728(1)
- - - ------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase
Rights.................... 20,000,000 rights(1) (3) (3) (3)
==================================================================================================================
</TABLE>
(1) Reflects the effects of a two-for-one split of the Common Stock, effective
April 2, 1997.
(2) 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 $49.125, the average of the high and low
prices of the Common Stock on April 28, 1997, as reported in the
consolidated reporting system.
(3) 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.
================================================================================
<PAGE> 2
The purpose of this post-effective amendment is to register 20,000,000
additional shares (the "Additional Shares") of the Registrant's common stock,
$1.25 par value, to be granted under the Registrant's 1992 Equity Participation
Plan. Pursuant to General Instruction E of Form S-8, the contents of the
Registrant's Registration Statement on Form S-8, filed with the Securities and
Exchange Commission (the "SEC") on June 26, 1992 (Registration No. 33-49050),
are incorporated herein by reference. The number of Additional Shares reflects
the effects of a two-for-one split of the Registrant's common stock, effective
April 2, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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.
<TABLE>
<C> <S>
4.1 -- Restated Certificate of Incorporation of the Registrant,
dated December 12, 1995, incorporated by reference to
Exhibit No. (3) to the Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996.
4.2* -- Certificate of Correction of the Restated Certificate of
Incorporation of the Registrant, dated February 12, 1997.
4.3* -- Certificate of Amendment of the Restated Certificate of
Incorporation of the Registrant, dated April 17, 1997.
4.4 -- 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).
4.5 -- 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.
4.6 -- 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.
4.7* -- 1992 Equity Participation Plan (as amended and restated
effective November 1, 1996).
4.8* -- Resolutions of the Compensation Committee of the
Registrant's Board of Directors, dated February 20, 1997,
amending certain provisions of the 1992 Equity
Participation 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>
II-2
<PAGE> 3
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 May 2, 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.
<TABLE>
<C> <S> <C>
/s/ WAYNE R. SANDERS Chairman of the Board and May 2, 1997
- - - ----------------------------------------------------- Chief Executive Officer and
Wayne R. Sanders Director (principal
executive officer)
/s/ JOHN W. DONEHOWER Senior Vice President and May 2, 1997
- - - ----------------------------------------------------- Chief Financial Officer
John W. Donehower (principal financial
officer)
/s/ RANDY J. VEST Vice President and Controller May 2, 1997
- - - ----------------------------------------------------- (principal accounting
Randy J. Vest officer)
</TABLE>
DIRECTORS
<TABLE>
<C> <C>
* *
- - - ----------------------------------------------------- ----------------------------------------------
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
May 2, 1997
*By:
/s/ O. GEORGE EVERBACH
- - - -----------------------------------------------------
O. George Everbach
Attorney-in-Fact
</TABLE>
II-3
<PAGE> 4
EXHIBIT INDEX
The following is a list of Exhibits included as part of this Registration
Statement. Items marked with an asterisk are filed herewith.
<TABLE>
<CAPTION>
NO. DESCRIPTION OF EXHIBIT
--- ----------------------
<C> <S>
4.1 -- Restated Certificate of Incorporation of the Registrant,
dated December 12, 1995, incorporated by reference to
Exhibit No. (3) to the Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996.
4.2* -- Certificate of Correction of the Restated Certificate of
Incorporation of the Registrant, dated February 12, 1997.
4.3* -- Certificate of Amendment of the Restated Certificate of
Incorporation of the Registrant, dated April 17, 1997.
4.4 -- 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).
4.5 -- 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.
4.6 -- 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.
4.7* -- 1992 Equity Participation Plan (as amended and restated
effective November 1, 1996).
4.8* -- Resolutions of the Compensation Committee of the
Registrant's Board of Directors, dated February 20, 1997,
amending certain provisions of the 1992 Equity
Participation 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>
<PAGE> 1
EXHIBIT 4.2
CERTIFICATE OF CORRECTION
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
KIMBERLY-CLARK CORPORATION
Kimberly-Clark Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
1. A Restated Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on June 21, 1996
and said Restated Certificate of Incorporation requires correction as
permitted by subsection (f) of Section 103 of the General Corporation Law
of the State of Delaware.
2. The inaccuracy or defect of said Restated Certificate of
Incorporation to be corrected is that the terms of the Series A Junior
Participating Preferred Stock of the Corporation, as set forth in the
Amended Certificate of Designations of the Corporation as filed with the
Secretary of State of the State of Delaware on July 12, 1995, were
inadvertently omitted from Article V of Exhibit A to said Restated
Certificate of Incorporation and should be included therein.
3. Article V of Exhibit A to said Restated Certificate of
Incorporation is corrected by inserting the following at the end thereof:
(4) SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
Pursuant to authority conferred by this Article V upon the Board of
Directors of the Corporation, the Board of Directors created a series of
2,000,000 shares of Preferred Stock designated as Series A Junior Participating
Preferred Stock by filing an Amended Certificate of Designations of the
Corporation with the Secretary of State of the State of Delaware on July 12,
1995, and the voting powers, designations, preferences and relative,
participating and other special rights, and the qualifications, limitations and
restrictions thereof, of the Series A Junior Participating Preferred Stock of
the Corporation are as set forth in Annex 1 hereto and are incorporated herein
by reference.
IN WITNESS WHEREOF, Kimberly-Clark Corporation has caused this Certificate
to be executed by its duly authorized officer this 12th day of February, 1997.
KIMBERLY-CLARK CORPORATION
By: /s/ DONALD M. CROOK
-----------------------------------
Name: Donald M. Crook
Title: Vice President and Secretary
1
<PAGE> 2
ANNEX I
AMENDED
CERTIFICATE OF DESIGNATIONS
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
KIMBERLY-CLARK CORPORATION
(PURSUANT TO SECTION 151 OF THE
DELAWARE GENERAL CORPORATION LAW)
Kimberly-Clark Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), hereby certifies that (i) a Certificate of Designations for the
Series A Participating Preferred Stock of the Corporation (the "Preferred
Stock") was filed with the Secretary of State of the State of Delaware on July
1, 1988, (ii) no shares of the Preferred Stock have been issued or are
outstanding, and (iii) the Board of Directors of the Corporation adopted the
following resolution amending in their entireties the voting powers, preferences
and relative, participating, optional and other special rights of the Preferred
Stock as the following resolution was adopted by the Board of Directors of the
Corporation as required by Section 151 of the General Corporation Law at a
meeting duly called and held on June 8, 1995:
RESOLVED, that pursuant to the authority granted to and vested in the Board
of Directors of this Corporation (hereinafter called the "Board of Directors" or
the "Board") in accordance with the provisions of the Certificate of
Incorporation, the Board of Directors hereby amends the provisions of the Series
A Junior Participating Preferred Stock of the Corporation to state the
designation and number of shares, and to fix the relative rights, preferences,
and limitations thereof as follows:
Series A Junior Participating Preferred Stock:
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 2,000,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any series
of Preferred Stock (or any similar stock) ranking prior and superior to the
Series A Preferred Stock with respect to dividends, the holders of shares
of Series A Preferred Stock, in preference to the holders of Common Stock,
par value $1.25 per share (the "Common Stock"), of the Corporation, and of
any other junior stock, shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first day of March,
June, September and December in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject
to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or
other distributions, other than a dividend
2
<PAGE> 3
payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding Quarterly Dividend Payment
Date or, with respect to the first Quarterly Dividend Payment Date, since
the first issuance of any share or fraction of a share of Series A
Preferred Stock. In the event the Corporation shall at any time declare or
pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of
a dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the amount to which holders
of shares of Series A Preferred Stock were entitled immediately prior to
such event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or distribution shall have been declared on
the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
$1 per share on the Series A Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares, unless the date of issue
of such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such dividends
at the time accrued and payable on such shares shall be allocated pro rata
on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of
holders of shares of Series A Preferred Stock entitled to receive payment
of a dividend or distribution declared thereon, which record date shall be
not more than 60 days prior to the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series A Preferred Stock
shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to
100 votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time declare or pay
any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of
a dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the number of votes per
share to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.
3
<PAGE> 4
(B) Except as otherwise provided herein, in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock, or
by law, the holders of shares of Series A Preferred Stock and the holders
of shares of Common Stock and any other capital stock of the Corporation
having general voting rights shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.
(C) Except as set forth herein, or as otherwise provided by law,
holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled
to vote with holders of Common Stock as set forth herein) for taking any
corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred
Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends, or make any other distributions, on
any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends, or make any other distributions, on
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred
Stock, except dividends paid ratably on the Series A Preferred Stock and
all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares
are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock,
provided that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in exchange for shares
of any stock of the Corporation ranking junior (either as to dividends
or upon dissolution, liquidation or winding up) to the Series A
Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for consideration any
shares of Series A Preferred Stock, or any shares of stock ranking on a
parity with the Series A Preferred Stock, except in accordance with a
purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as the
Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will result
in fair and equitable treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of
the Corporation unless the Corporation could, under paragraph (A) of this
Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.
4
<PAGE> 5
Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (1)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A Preferred Stock shall have
received $100 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of shares of Series A Preferred Stock shall be
entitled to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the
event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the proviso in clause
(1) of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
Section 7. Consolidation. Merger. Etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 8. No Redemption. The shares of Series A Preferred Stock shall not
be redeemable.
Section 9. Rank. The Series A Preferred Stock shall rank, with respect to
the payment of dividends and the distribution of assets, junior to all series of
any other class of the Corporation's Preferred Stock.
Section 10. Amendment. The Certificate of Incorporation of the Corporation
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.
5
<PAGE> 1
EXHIBIT 4.3
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
KIMBERLY-CLARK CORPORATION
Kimberly-Clark Corporation, a corporation duly organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that:
1. The Restated Certificate of Incorporation of the Corporation is
hereby amended by deleting Article IV thereof and inserting the following
in lieu thereof:
"ARTICLE IV
The total number of shares of all classes of capital stock which
the Corporation shall have the authority to issue is one billion, two
hundred and twenty million (1,220,000,000) shares which shall be divided
into two classes as follows:
(a) Twenty million (20,000,000) shares of Preferred Stock without
par value; and
(b) One billion, two hundred million (1,200,000,000) shares of
Common Stock of the par value of One Dollar and Twenty-five Cents
($1.25) per share."
2. The foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Kimberly-Clark Corporation has caused this Certificate
of Amendment to be executed by its duly authorized officer on this 17th day of
April, 1997.
KIMBERLY-CLARK CORPORATION
By: /s/ DONALD M. CROOK
------------------------------------
Name: Donald M. Crook
Office: Vice President and Secretary
6
<PAGE> 1
EXHIBIT 4.7
KIMBERLY-CLARK CORPORATION
1992 EQUITY PARTICIPATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 1, 1996)
1. PURPOSE
This 1992 Equity Participation Plan (the "Plan") of Kimberly-Clark
Corporation (the "Corporation") is intended to aid in attracting and retaining
highly qualified personnel and to encourage those employees who materially
contribute, by managerial, scientific or other innovative means, to the success
of the Corporation or of an Affiliate, to acquire an ownership interest in the
Corporation, thereby increasing their motivation for and interest in the
Corporation's or Affiliate's long-term success.
2. EFFECTIVE DATE
The Plan was originally adopted effective as of April 24, 1992, upon
approval by the stockholders of the Corporation at the 1992 Annual Meeting. The
Plan as hereby amended and restated is adopted effective as of November 1, 1996,
upon approval by the stockholders of the Corporation at the 1997 Annual Meeting.
3. DEFINITIONS
"Account" has the meaning set forth in subsection 7(a) of this Plan.
"Affiliate" means any company in which the Corporation owns 20% or more of
the equity interest (collectively, the "Affiliates").
"Award" has the meaning set forth in section 6 of this Plan.
"Award Agreement" means an agreement entered into between the Corporation
and a Participant setting forth the terms and conditions applicable to the Award
granted to the Participant.
"Base Value" has the meaning set forth in subsection 7(a) of this Plan.
"Board" means the Board of Directors of the Corporation.
"Book Value" has the meaning set forth in subsection 7(a) of this Plan.
"Code" means the Internal Revenue Code of 1986 and the regulations
thereunder, as amended from time to time.
"Committee" means the Compensation Committee of the Board, provided that if
the requisite number of members of the Compensation Committee are not
Disinterested Persons, the Plan shall be administered by a committee, all of
whom are Disinterested Persons, appointed by the Board and consisting of two or
more directors with full authority to act in the matter. The term "Committee"
shall mean the Compensation Committee or the committee appointed by the Board,
as the case may be.
"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.
"Disinterested Person" means a person who is a "Non-Employee Director" for
purposes of rule 16b-3 under the Exchange Act, or any successor provision, and
who is also an "outside director" for purposes of section 162(m) of the Code or
any successor section.
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"Dividend Shares" has the meaning set forth in subsection 7(c) of this
Plan.
"Dividend Share Value" means Dividend Share Value as defined in subsection
7(c) of this Plan.
"Exchange Act" means the Securities Exchange Act of 1934 and the rules and
regulations thereunder, as amended from time to time.
"Fair Market Value" means the reported closing price of the Common Stock,
on the relevant date as reported on the composite list used by The Wall Street
Journal 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.
"Incentive Stock Option" means an Option which is so defined for purposes
of section 422 of the Code or any successor section.
"Insider" has the meaning set forth in subsection 15(k) of this Plan.
"Maturity Date" has the meaning set forth in subsection 7(b) of this Plan.
"Maturity Value" has the meaning set forth in subsection 7(c) of this Plan.
"Nonqualified Stock Option" means any Option which is not an Incentive
Stock Option.
"Option" means a right to purchase a specified number of shares of Common
Stock at a fixed option price equal to no less than 100% of the Fair Market
Value of the Common Stock on the date the Award is granted.
"Option Price" has the meaning set forth in subsection 8(b) of this Plan.
"Participant" means an employee who the Committee selects to participate in
and receive Awards under the Plan (collectively, the "Participants").
"Participation Shares" means the right, as described in section 7, to
receive an amount equal to the increase in Book Value on a specified number of
shares of Common Stock.
"Retirement" and "Retires" means the termination of employment on or after
the date the Participant is entitled to receive immediate payments under a
qualified retirement plan of the Corporation or an Affiliate; provided, however,
if the Participant is not eligible to participate under a qualified retirement
plan of the Corporation or its Affiliates then such Participant shall be deemed
to have retired if his termination of employment is on or after the date such
Participant has attained age 55.
"Severe Financial Hardship" means a severe financial hardship as defined in
subsection 15(h) of this Plan.
"Stock Appreciation Right (SAR)" has the meaning set forth in subsection
8(j)(i) of this Plan.
"Total and Permanent Disability" means Totally and Permanently Disabled as
defined in the Kimberly-Clark Corporation Salaried Employees' Retirement 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 and any Award Agreements; provided, however,
that no such action or determination may increase the amount of compensation
payable that would otherwise be due in a manner that would result in the
disallowance of a deduction to the Corporation under section 162(m) of the Code
or any successor section. Any interpretation or construction of any provisions
of this Plan or the Award Agreements 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.
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Within 60 days following the close of each calendar year that the Plan is
in operation, the Committee shall make a report to the Board. The report shall
specify the employees who received Awards under the Plan during the prior year,
the form and size of the Awards to the individual employees, and the status of
prior Awards.
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
and the Award Agreements.
The Committee may authorize persons other than its members to carry out its
policies and directives subject to the limitations and guidelines set by the
Committee, except that: (a) the authority to grant Awards, the selection of
officers and directors for participation and decisions concerning the timing,
pricing and amount of a grant or Award shall not be delegated by the Committee;
(b) the authority to administer Awards with respect to persons who are subject
to section 16 of the Exchange Act shall not be delegated by the Committee; (c)
any delegation shall satisfy all applicable requirements of rule 16b-3 of the
Exchange Act, or any successor provision; and (d) no such delegation shall
result in the disallowance of a deduction to the Corporation under section
162(m) of the Code or any successor section. Any person to whom such authority
is granted shall continue to be eligible to receive Awards under the Plan.
5. ELIGIBILITY
The Committee shall from time to time select the Plan Participants from
those employees whom the Committee determines either to be in a position to
contribute materially to the success of the Corporation or Affiliate or to have
in the past so contributed. Only employees (including officers and directors who
are employees) of the Corporation and its Affiliates are eligible to participate
in the Plan.
6. FORMS OF AWARDS
All Awards under the Plan shall be made in the form of Participation Shares
or Options. The Committee may make Awards solely in Options or Participation
Shares, or in any combination of the two. Notwithstanding anything in this Plan
to the contrary, any Awards shall contain the restriction on assignability in
subsection 15(f) of this Plan to the extent required under rule 16b-3 of the
Exchange Act.
7. PARTICIPATION SHARES
The Committee shall from time to time designate those Participants who
shall receive Participation Share awards. The Committee shall advise such
Participants of their Participation Share awards by a letter indicating the
number of Participation Shares awarded and the following terms and conditions of
the award.
(a) Base Value of Participation Shares. The number of Participation
Shares awarded to a Participant shall be entered in such Participant's
memorandum account (the "Account") established for this purpose as of the
date of the award. Each Participation Share shall be assigned a base value
equal to the book value of one share of Common Stock as of the close of the
fiscal year of the Corporation preceding the date of the award (the "Base
Value"). Book value per share shall be defined for purposes of the Plan as
common stockholders' equity, as reported in the year-end audited
consolidated financial statements, or in the quarter-end unaudited
consolidated financial statements, of the Corporation (as the case may be),
divided by the number of shares of Common Stock outstanding as of the date
of such financial statements, as adjusted pursuant to the provisions of the
Plan (the "Book Value"). The term "book value", when used without initial
capital letters, shall be defined as in the preceding sentence without the
adjustments.
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(b) Maturation of Participation Shares. An Award of Participation
Shares shall reach maturity at the close of the fiscal year (i) in which
either the fifth or seventh anniversary, as determined by the Committee
when the Award is granted, of the date the Award occurs, (ii) the
Participant who holds such Award dies, Retires, or becomes Totally and
Permanently Disabled, or (iii) the events described in subsection 9(a)
occur, whichever is earlier (the "Maturity Date"). The Book Value at the
Maturity Date shall be the Book Value as of the close of the fiscal year of
the Corporation in which such Maturity Date occurs.
(c) Participation Share Payments. Each Participant shall be entitled
to receive a payment equal to the sum of the Maturity Value and the
Dividend Share Value for his or her Participation Share award, payable as
provided in subsection 7(g). Such payment shall be payable either in cash,
or partly in cash and up to 50% in Common Stock, as determined by the
Committee when the Award is granted. Such payment in Common Stock shall be
payable in the number of shares of Common Stock that could have been
purchased with the amount equal to the sum of the Maturity Value and the
Dividend Share Value for that portion of his or her Participation Share
award which is payable in Common Stock, at the average of the Fair Market
Value of shares of Common Stock on each business day during the month
immediately preceding the month of such payment. A Participation Share
award shall only be paid in Common Stock as provided above to the extent
shares of Common Stock are available under section 10 hereof, with the
remainder settled in cash. To the extent shares of Common Stock are not
fully available under section 10 hereof to fully pay such portion of the
Award in shares of Common Stock then the available shares of Common Stock
shall be paid on a pro rata basis, with the remainder settled in cash.
The "Maturity Value" of an Award of Participation Shares shall be
equal to the Book Value of the Participation Shares subject to such Award
at the Maturity Date less the Base Value of such Participation Shares.
Participants are not entitled to receive current dividends on their
Participation Shares, but in lieu thereof their Accounts shall be credited
with dividend shares (the "Dividend Shares"). The "Dividend Share Value" of
an award shall be equal to the product of (A) the number of Dividend Shares
credited to a Participant's Account and (B) the Book Value per share of the
Common Stock at the Maturity Date. The amount available for the acquisition
of Dividend Shares for a Participant's Account at the end of each fiscal
quarter of the Corporation shall be determined by multiplying the total
cash dividend declared per share of Common Stock during such quarter (but
subsequent to the date of the award in the case of Participation Shares and
subsequent to the date of crediting in the case of Dividend Shares) by the
total of the Participation Shares and Dividend Shares in the Participant's
Account. The amount so determined shall be divided by the Book Value of one
share of Common Stock as of the close of such fiscal quarter, and the
quotient shall represent the number of full and fractional Dividend Shares
credited to the Participant's Account for that quarter.
(d) Dividend Maintenance. No Dividend Shares shall be credited to a
Participant's Account in any quarter (i) in which the total cash dividends
declared per share of Common Stock are less than $.41 or (ii) in which the
total cash dividends declared per share of Common Stock are less than the
total cash dividends declared per share of Common Stock in the same quarter
of the immediately preceding year, except that the determination of whether
the total cash dividends per share of Common Stock are less than in the
immediately preceding year shall be made after adjustment for the
two-for-one stock split which occurred in 1992 in accordance with generally
accepted accounting principles. When total cash dividends declared per
share of Common Stock are less than total cash dividends declared per share
of Common Stock in the same quarter of the immediately preceding year as
described above, the book value of each Participation Share held by a
Participant shall be reduced by an amount equal to the difference between
the cash dividend declared in such immediately preceding quarter less the
cash dividend declared in the quarter the cash dividend is reduced.
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(e) Adjustments. To preserve the benefit to the Participant and the
Corporation contemplated hereby, stock repurchases (other than Common Stock
transferred to the Corporation upon the exercise of an Option pursuant to
subsection 8(f)) or changes in the Corporation's accounting policies during
any fiscal year shall be automatically excluded for purposes of determining
Book Value for purposes of this Plan for such fiscal year and for all
future years with respect to any outstanding Participation Share Awards;
provided, however, that the Committee shall have the discretion to waive
any such exclusion that would have the effect of increasing Book Value (to
the extent that such discretion does not result in the disallowance of a
deduction to the Corporation under section 162(m) of the Code or any
successor section). To further preserve the benefit to the Participant and
the Corporation contemplated hereby, if a cash dividend is declared in any
quarter and the payment date for such cash dividend is later than the
immediately subsequent quarter, then such cash dividend will be deemed to
be declared in the quarter immediately preceding the payment date for all
purposes of this Plan, as of the first date the Board meets in such
quarter, or if the Board does not meet in such quarter, on the first
business day of such quarter, including, but not limited to, the
determination of (i) Book Value in subsection 7(a), (ii) Dividend Shares in
subsection 7(c) and (iii) whether the total cash dividends declared per
share of Common Stock in a quarter is less than $.41 or whether the total
cash dividends declared per share of Common Stock are less than the total
cash dividends declared per share of Common Stock in the same quarter of
the immediately preceding year in subsection 7(d).
(f) Absence of Rights as a Stockholder. A Participant shall not be
entitled, on the basis of a Participation Share award, to any of the rights
of a stockholder of the Corporation, including the right to vote and
receive dividends on Common Stock.
(g) Date of Payment. Except as provided in subsection 15(h), the
payment provided for in subsection 7(c) shall be payable within 90 days
following the Maturity Date.
(h) Termination of Employment. Except as provided in subsection 9(a),
any Participation Shares or Dividend Shares credited to a Participant's
Account shall be forfeited if the Participant is dismissed or leaves the
service of the Corporation or Affiliate prior to the Maturity Date of the
award for any reason other than death, Retirement or Total and Permanent
Disability.
(i) Termination of Award. After the Corporation makes the cash payment
provided for in subsection 7(c), any rights of the Participant (or the
Participant's estate or beneficiaries) in the Participation Share award
shall end.
8. STOCK OPTIONS
The Committee shall determine and designate from time to time those
Participants to whom Options are to be granted and the number of shares of
Common Stock to be optioned to each. Such Options may be in the form of
Incentive Stock Options or in the form of Nonqualified Stock Options. After
granting an Option to a Participant, the Committee shall cause to be delivered
to the Participant an Award Agreement evidencing the granting of the Option. The
Award Agreement shall be in such form as the Committee shall from time to time
approve. The terms and conditions of all Options granted under the Plan need not
be the same, but all Options must meet the applicable terms and conditions
specified in subsections 8(a) through 8(h).
(a) Period of Option. The Period of each Option shall be no more than
10 years from the date it is granted.
(b) Option Price. The Option price shall be determined by the
Committee, but shall not in any instance be less than the Fair Market Value
of the Common Stock at the time that the Option is granted (the "Option
Price").
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(c) Limitations on Exercise. The Option shall not be exercisable until
at least one year has expired after the granting of the Option, during
which time the Participant shall have been in the continuous employ of the
Corporation or an Affiliate. At any time during the period of the Option
after the end of the first year, the Participant may purchase up to 30
percent of the shares covered by the Option; after the end of the second
year, an additional 30 percent; and after the end of the third year, the
remaining 40 percent of the total number of shares covered by the Option;
provided, however, that if the Participant's employment is terminated for
any reason other than death, Retirement or Total and Permanent Disability,
the Option shall be exercisable only for three months following such
termination and only for the number of shares of Common Stock which were
exercisable on the date of such termination. In no event, however, may an
Option be exercised more than 10 years after the date of its grant.
(d) Exercise after Death, Retirement, or Disability. If a Participant
dies or becomes Totally and Permanently Disabled, without having exercised
the Option in full, the remaining portion of such Option may be exercised,
without regard to the limitations in subsection 8(c), within (i) three
years from the date of any such event or (ii) the remaining period of the
Option, whichever is earlier. Upon a Participant's death, the Option may be
exercised by the person or persons to whom such Participant's rights under
the Option shall pass by will or by applicable law or, if no such person
has such rights, by his executor or administrator. If a Participant Retires
without having exercised the Option in full, the remaining portion of such
Option may be exercised, without regard to the limitations in subsection
8(c), within the remaining period of the Option.
(e) Non-transferability. During the Participant's lifetime, Options
shall be exercisable only by such Participant. Options shall not be
transferable other than by will or the laws of descent and distribution
upon the Participant's death. Notwithstanding anything in this subsection
8(e) to the contrary, at the same time as Nonqualified Stock Options are
granted the Committee may also grant to designated Participants the right
to transfer such Options, to the extent allowed under rule 16b-3 of the
Exchange Act, subject to the terms and conditions of the Committee Rules on
the date of grant.
(f) Exercise; Notice Thereof. Options shall be exercised by delivering
to the Corporation, at the office of the Treasurer at the World
Headquarters, written notice of the number of shares with respect to which
Option rights are being exercised and by paying in full the Option Price of
the shares at the time being acquired. Payment may be made in cash, a check
payable to the Corporation or in shares of Common Stock transferable to the
Corporation and having a Fair Market Value on the transfer date equal to
the amount payable to the Corporation. The date of exercise shall be deemed
to be the date the Corporation receives the written notice and payment for
the shares being purchased. 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.
(g) Purchase for Investment. It is contemplated that the Corporation
will register shares sold to Participants pursuant to the Plan under the
Securities Act of 1933. 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) Limitations on Incentive Stock Option Grants.
(i) An Incentive Stock Option shall be granted only to an
individual who, at the time the Option is granted, does not own stock
possessing more than 10 percent of the total combined voting power of
all classes of stock of the Corporation or Affiliates.
(ii) The aggregate Fair Market Value of all shares with respect to
which Incentive Stock Options are exercisable by a Participant for the
first time during any year shall not
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exceed $100,000. The aggregate Fair Market Value of such shares shall be
determined at the time the Option is granted.
(i) Options for Nonresident Aliens. In the case of any Option awarded
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) waive or alter the conditions set forth in subsections 8(a) through
8(h) to the extent that such action is necessary to conform such Option to
applicable foreign law, or (ii) take any action, either before or after the
award of such Option, which it deems advisable to obtain approval of such
Option by an appropriate governmental entity; provided, however, that no
action may be taken hereunder if such action would (1) increase any
benefits accruing to any Participants under the Plan, (2) increase the
number of securities which may be issued under the Plan, (3) modify the
requirements for eligibility to participate in the Plan, (4) result in a
failure to comply with applicable provisions of the Securities Act of 1933,
the Exchange Act or the Code or (5) result in the disallowance of a
deduction to the Corporation under section 162(m) of the Code or any
successor section.
(j) Election to Receive Cash Rather than Stock.
(i) At the same time as Nonqualified Stock Options are granted the
Committee may also grant to designated Participants the right to convert
a specified number of shares of Common Stock covered by such
Nonqualified Stock Options to cash, subject to the terms and conditions
of this subsection 8(j). For each such Option so converted, the
Participant shall be entitled to receive cash equal to the difference
between the Participant's Option Price and the Fair Market Value of the
Common Stock on the date of conversion. Such a right shall be referred
to herein as a Stock Appreciation Right ("SAR"). Participants to which
an SAR has been granted shall be notified of such grant and of the
Options to which such SAR pertains. An SAR may be revoked by the
Committee, in its sole discretion, at any time, provided, however, that
no such revocation may be taken hereunder if such action would result in
the disallowance of a deduction to the Corporation under section 162(m)
of the Code or any successor section.
(ii) A person who has been granted an SAR may exercise such SAR
during such periods as provided for in the rules promulgated under
section 16 of the Exchange Act. The SAR shall expire when the period of
the subject Option expires.
(iii) At the time a Participant converts one or more shares of
Common Stock covered by an Option to cash pursuant to an SAR, such
Participant must exercise one or more Nonqualified Stock Options, which
were granted at the same time as the Option subject to such SAR, for an
equal number of shares of Common Stock. In the event that the number of
shares and the Option Price per share of all shares of Common Stock
subject to outstanding Options is adjusted as provided in the Plan, the
above SARs shall automatically be adjusted in the same ratio which
reflects the adjustment to the number of shares and the Option Price per
share of all shares of Common Stock subject to outstanding Options.
9. GOVERNMENT SERVICE, LEAVES OF ABSENCE AND OTHER TERMINATIONS
(a) A Participation Share award shall be considered to reach maturity as of
the close of the fiscal year in which (i) a Participant's employment terminates
because such Participant enters governmental or military service or (ii) the
Participant's employment with the Corporation or an Affiliate is terminated by
reason of a shutdown or divestiture of all or a portion of the Corporation's or
its Affiliate's business.
(b) An authorized leave of absence shall not be deemed to be a termination
of employment for purposes of the Plan. A termination of employment with the
Corporation or an Affiliate to accept
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immediate reemployment with the Corporation or an Affiliate likewise shall not
be deemed to be a termination of employment for purposes of the Plan.
10. 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 20,000,000 in the aggregate, of which
not more than 20,000,000 shall be available for option and sale, subject to the
adjustment provision set forth in section 12 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 Board may from time to time determine.
Participation Shares which are retired through forfeiture or maturity, other
than those Participation Shares which are retired through the payment of Common
Stock, and shares subject to Options which become ineligible for purchase will
be available for Awards under the Plan to the extent permitted by section 16 of
the Exchange Act (or the rules and regulations promulgated thereunder) and to
the extent determined to be appropriate by the Committee. Shares of Common Stock
which are distributed through the payment of Participation Share Awards pursuant
to subsection 7(c) will not be available for Awards under the Plan.
11. INDIVIDUAL LIMITS
The maximum number of Participation Shares or shares of Common Stock
covered by Options which may be granted to any Participant within any 2
consecutive calendar year period shall not exceed 500,000 in the aggregate. If
an Option which had been granted to a Participant is canceled, the shares of
Common Stock which had been subject to such canceled Option shall continue to be
counted against the maximum number of shares for which Options may be granted to
the Participant. In the event that the number of Participation Shares which may
be awarded or Options which may be granted is adjusted as provided in the Plan,
the above limits shall automatically be adjusted in the same ratio which
reflects the adjustment to the number of Participation Shares or Options
available under the Plan.
12. 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 Options or Participation Shares 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
Participation Shares, the Base Value per Participation Share awarded to
Participants, and the number of Dividend Shares credited to Participants'
Accounts, and (e) such other provisions of the Plan as may be necessary and
equitable to carry out the foregoing purposes, provided, however that no such
adjustment or change may be made to the extent that such adjustment or change
will result in the disallowance of a deduction to the Corporation under section
162(m) of the Code or any successor section.
13. EFFECT ON OTHER PLANS
All payments and benefits under the Plan shall constitute special
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. The Plan shall
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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.
14. TERM OF THE PLAN
The term of the Plan shall be ten years, beginning April 24, 1992, and
ending April 23, 2002, unless the Plan is terminated prior thereto by the
Committee. No Option may be granted or Participation Share awarded after the
termination date of the Plan, but Options and Participation Shares theretofore
granted or awarded shall continue in force beyond that date pursuant to their
terms.
15. GENERAL PROVISIONS
(a) Designated Beneficiary. Each Participant who shall be granted a
Participation Share award under the Plan may designate a beneficiary or
beneficiaries with the Committee on a form to be prescribed by it; provided that
no such designation shall be effective unless so filed prior to the death of
such Participant.
(b) No Right of Continued Employment. 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, except as to
any rights which may be expressly conferred upon a Participant under the Plan.
(c) 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.
(d) Modification of Awards.
(1) The Committee may in its sole and absolute discretion, by written
notice to a Participant, (i) limit or eliminate the ability of the
Participant's Participation and Dividend Shares to generate additional
Dividend Shares, and/or (ii) fix the Book Value of all or any portion of
the Participant's existing Participation and existing or future Dividend
Shares for the purposes of any payments that might be made under subsection
7(c) at their Book Value as of the end of the fiscal year of the
Corporation in which such notice is dated so that no further appreciation
occurs in such Book Value, and/or (iii) limit the period in which an Option
may be exercised to a period ending at least three months following the
date of such notice, and/or (iv) limit or eliminate the number of shares
subject to Option after a period ending at least three months following the
date of such notice. Notwithstanding anything in this subsection 15(d) to
the contrary, the Committee may not take any action to the extent that such
action would result in the disallowance of a deduction to the Corporation
under section 162(m) of the Code or any successor section.
(2) A Participant's Participation Share or Dividend Share which has
had its ability to generate additional Dividend Shares limited or
eliminated and for which the Book Value is fixed pursuant to subsection
15(d)(1)(i) of the Plan shall be credited with interest equal to the
product of (i) the number of Interest Credits (determined pursuant to
subsection 15(d)(3) below) credited to such Participant's Account as of the
Maturity Date and (ii) the Book Value at which such Participation Share or
Dividend Share has been fixed.
(3) The number of Interest Credits to be credited to a Participant's
Account for each fiscal quarter of the Corporation ending after the date as
of which the Book Value of such Participant's Participation Shares or
Dividend Shares is fixed shall be determined as follows.
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The total cash dividend declared per share of Common Stock during such
quarter (but subsequent to the date of the award in the case of
Participation Shares and subsequent to the date of crediting in the case of
Dividend Shares) shall be multiplied by the total of the Participation
Shares, Dividend Shares and Interest Credits in the Participant's Account.
The amount so determined shall be divided by the Book Value of one share of
Common Stock as of the close of such fiscal quarter. The quotient shall
represent the number of full and fractional Interest Credits credited to
such Participant's Account for that quarter.
(e) No Segregation of Cash or Stock. The Accounts established for
Participants are merely a bookkeeping convenience and 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 the liability of the Corporation or
its Affiliates to any Participant pursuant to the Plan shall be those of a
debtor pursuant to such contract obligations as are created by the Plan, and no
such obligation of the Corporation or its Affiliates shall be deemed to be
secured by any pledge or other encumbrance on any property of the Corporation or
its Affiliates.
(f) Inalienability of Benefits and Interest. Except as provided in
subsections 8(e) and 15(a), 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.
(g) 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.
(h) Election to Defer Receipt.
(1) A Participant may, with the consent of the Committee, elect to
defer the receipt of all or any portion of amounts which may otherwise
become payable under subsection 7(c). A Participant's receipt of any
portion of the amount payable with respect to one or more outstanding
Participation Share awards shall be deferred if, prior to the Maturity Date
of any such award, such Participant elects such deferral by written notice
to the Committee signed by the Participant and delivered to the Committee,
and the Committee consents to such deferral. Such notice must clearly
specify the manner of distribution described in paragraph (2) below which
shall apply with respect to such deferred amounts. After adjustment for any
resulting interest, the deferred amount shall be paid at the date or dates
specified in the Participant's letter, and such adjusted amount shall not
be subject to forfeiture as otherwise provided in subsection 7(h).
(2) Amounts deferred pursuant to this subsection 15(h) shall be
distributed in accordance with clause (i), (ii), or (iii), below, as
elected by the Participant: (i) up to 15 annual installments commencing in
the year after the termination of employment by reason of retirement; or
(ii) up to five annual installments, commencing 13 months after the
Participant's repatriation to his home country following a foreign
assignment; or (iii) up to five annual installments, commencing as of a
date requested by the Participant; provided, however, that such date shall
not be more than 20 years after the Maturity Date. The amount of each
installment under clause (i), (ii) or (iii) above shall be equal to the
product of the amount which has not been distributed immediately prior to
such installment and a fraction, the numerator of which is one and the
denominator of which is the number of installments yet to be paid.
(3)(i) Notwithstanding any other provision of this Plan to the contrary,
deferred amounts shall be paid in one lump sum as soon as practicable
after the death of the Participant
10
<PAGE> 11
or the termination of employment of the Participant with the
Corporation for reasons other than Retirement or Total and Permanent
Disability; however, if a Participant is or has been on foreign
assignment in the 12 months immediately prior to the date of his
termination of employment, and if the termination of employment is
for any reason other than Retirement or Total and Permanent
Disability, any remaining amounts shall be paid in one lump sum 13
months following the earlier of (A) the date of the Participant's
repatriation to his home country following the foreign assignment or
(B) the date of such termination of employment.
(ii) Upon written application by a Participant or his legal
representative stating that severe financial hardship will result
from continued deferral, the Committee in its sole discretion may
authorize payment of such Participant's deferred amounts prior to
the date specified in the written notice described in subparagraph
(h)(1) above. For purposes of this Plan, a "severe financial
hardship" is an unanticipated emergency that is caused by an event
beyond the control of the Participant and that would result in
severe financial hardship to the individual if the emergency
distribution were not permitted. Cash needs arising from foreseeable
events, such as the purchase of a residence or education expenses
for children shall not be considered the result of a severe
financial hardship. For purposes of this Plan, a "severe financial
hardship" is limited to an event described in Treasury Regulation
section 1.401(k)-1(d)(2)(iv)(A)(1) or (4). For purposes of this
Plan, a distribution is in "the amount necessary to satisfy the
emergency" only if the requirements of Treasury Regulation section
1.401(k)-1(d)(2)(iv)(B) are satisfied. A Participant must provide
the Committee with substantiation of any such claim of severe
financial hardship.
(4) Amounts deferred hereunder shall be credited with interest,
compounded quarterly, from the date such amount otherwise would have been
paid at a rate yielding interest equivalent to the per annum market
discount rate for six-month U.S. Treasury Bills as published by the Federal
Reserve Board for the seven calendar days prior to January 1 (for interest
to be credited for the subsequent fiscal quarters ending March 31 and June
30) and prior to July 1 (for interest to be credited for the subsequent
fiscal quarters ending on September 30 and December 31).
(i) 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.
(j) 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.
(k) Withholding. The Committee shall require the withholding of all taxes
as required by law. In the case of payments of Awards in shares of Common Stock
or other securities, withholding shall be as required by law and in the
Committee Rules. A Participant may elect to have any portion of the federal,
state or local income tax withholding required with respect to an exercise of a
Nonqualified Stock Option satisfied by tendering to the Corporation shares of
Common Stock, which, in the absence of such an election, would have been issued
to such Participant in connection with such exercise. In the event that the
value of the shares of Common Stock tendered to satisfy the withholding tax
required with respect to an exercise exceeds the amount of such tax, the excess
of such market value over the amount of such tax shall be returned to the
Participant, to the extent possible, in whole shares of Common Stock, and the
remainder in cash. The value of a share of Common Stock tendered pursuant to
this subsection 15(k) shall be the Fair Market Value of the Common Stock on the
date on which such shares are tendered to the Corporation. An election pursuant
to this subsection 15(k) shall be made in writing and signed by the Participant.
An election
11
<PAGE> 12
pursuant to this subsection 15(k) is irrevocable. A Participant who exercises an
option and who is required to report to the Securities and Exchange Commission
under section 16(a) of the Exchange Act (an "Insider") may satisfy the income
tax withholding due in respect of such exercise pursuant to this subsection
15(k) only if the Insider also satisfies an exemption under section 16(a) of the
Exchange Act (or the rules or regulations promulgated thereunder) for such
withholding.
(l) Amendments. The Committee may at any time amend, suspend, or
discontinue the Plan or alter or amend any or all Awards and Award Agreements
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, (3) permitted under applicable provisions of the
Securities Act of 1933, as amended, the Exchange Act (including rule 16b-3
thereof) and (4) that such action would not result in the disallowance of a
deduction to the Corporation under section 162(m) of the Code or any successor
section (including the rules and regulations promulgated thereunder); provided,
however, that if any of the foregoing requires the approval by stockholders of
any such amendment, suspension or discontinuance, then the Committee may take
such action subject to the approval of the stockholders. Except as provided in
subsections 8(i) and 15(d) 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.
12
<PAGE> 1
EXHIBIT 4.8
KIMBERLY-CLARK CORPORATION
RESOLUTIONS OF THE
THE COMPENSATION COMMITTEE
OF
THE BOARD OF DIRECTORS
FEBRUARY 20, 1997
WHEREAS, the Board of Directors, at a meeting to be held on February 20,
1997, after the conclusion of this meeting, will consider a proposal to declare
a two-for-one stock split with respect to the common stock, par value $1.25 per
share, of the Corporation (the "Common Stock"), to be effected by a 100% stock
distribution (the "Distribution") from the authorized but unissued shares of the
Common Stock, payable on April 2, 1997 (the "Effective Date") to stockholders of
record on March 7, 1997; and
WHEREAS, the Committee deems it appropriate, in the event the Board
declares the Distribution, to make certain adjustments with respect to the . . .
Kimberly-Clark Corporation 1992 Equity Participation Plan (the "1992
Plan") . . .;
NOW, THEREFORE, BE IT
. . .
RESOLVED, that upon the occurrence of the Distribution, the following
adjustments relating to the 1992 Plan be, and each of them hereby is, approved:
1. Each share of Common Stock subject to the unexercised portion of
each Option outstanding as of Effective Date becomes two such shares and
the option price for each such share is halved;
2. Each Participation Share outstanding as of the Effective Date
becomes two such shares, each Dividend Share credited to a participant's
account becomes two such shares, and the Base Value of each participation
share is halved;
3. The first sentence of Section 7(d) of the 1992 Plan is amended to
read as follows:
"No Dividend Shares shall be credited to a Participant's Account in any
quarter (i) in which the total cash dividends declared per share of
Common Stock are less than $.205 or (ii) in which the total cash
dividends declared per share of Common Stock are less than the total
cash dividends declared per share of Common Stock in the same quarter of
the immediately preceding year, except that the determination of whether
the total cash dividends per share of Common Stock are less than in the
immediately preceding year shall be made after adjustment for the
two-for-one stock split which occurred in 1992 and the two-for-one stock
split which was declared on February 20, 1997, in accordance with
generally accepted accounting principles.";
4. The term "10,000,000" which appears twice in the first sentence of
Section 10 of the 1992 Plan, is hereby amended to read "20,000,000";
provided, however, that if the proposed amendment to the 1992 Plan changing
such term "10,000,000" to "20,000,000" is approved by the stockholders of
the Corporation at the 1997 Annual Meeting of Stockholders, such term is
hereby amended to read "40,000,000 effective upon such approval;" and
5. The term "500,000" which appears in the first sentence of Section
11 of the 1992 Plan, is hereby amended to read "1,000,000."
. . .
1
<PAGE> 1
EXHIBIT 5
May 2, 1997
Kimberly-Clark Corporation
P.O. Box 619100
Dallas, Texas 75261-9100
Re: Registration Statement on Form S-8
(1992 Equity Participation 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 Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended, of 20,000,000
additional shares of the Corporation's common stock, $1.25 par value (the
"Shares"), to be offered under the Corporation's 1992 Equity Participation 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, except that with
respect to nonassessability, based upon Section 180.06222(b) of the Wisconsin
Business Corporation Law, a stockholder of a corporation qualified as a
foreign corporation to do business in the State of Wisconsin (as is the
Corporation) may be personally liable for an amount equal to the par value of
the shares owned by such stockholder for all debts owing to employees of the
Corporation for services performed for such corporation, but not exceeding
six months' service in any one case.
3. The Plan is a pension benefit plan as defined by the Employment Retirement
Income Security Act of 1974 ("ERISA"). The Plan is subject to some, but not
all, of the provisions of ERISA. It is not subject to Title II of ERISA, nor
to those provisions of Title I that, among other things, set minimum
standards of responsibility applicable to fiduciaries with respect to the
Plan and establish minimum standards for participation and vesting. In
addition, the Plan is excluded from coverage under Title IV, which generally
provides for guaranties and insurance of retirement benefits. The Plan is,
however, subject to the enforcement and certain reporting provisions of Title
I, and is administered in conformity with such reporting provisions.
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 Post-Effective
Amendment No. 1 to Registration Statement No. 33-49050 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
May 1, 1997
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
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 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, PA
May 1, 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 post-effective amendment to the Corporation's Registration
Statement on Form S-8 (Registration No. 33-49050) under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of additional shares of Common Stock, $1.25 par value, of the
Corporation, to be granted under and in accordance with the Corporation's 1992
Equity Participation Plan, 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 substitute
or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November,
1996.
/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 post-effective amendment to the Corporation's Registration
Statement on Form S-8 (Registration No. 33-49050) under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of additional shares of Common Stock, $1.25 par value, of the
Corporation, to be granted under and in accordance with the Corporation's 1992
Equity Participation Plan, 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 substitute
or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November,
1996.
/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 post-effective amendment to the Corporation's Registration
Statement on Form S-8 (Registration No. 33-49050) under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of additional shares of Common Stock, $1.25 par value, of the
Corporation, to be granted under and in accordance with the Corporation's 1992
Equity Participation Plan, 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 substitute
or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November,
1996.
/s/ PAUL S. COLLINS
------------------------------------
Paul S. 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 post-effective amendment to the Corporation's Registration
Statement on Form S-8 (Registration No. 33-49050) under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of additional shares of Common Stock, $1.25 par value, of the
Corporation, to be granted under and in accordance with the Corporation's 1992
Equity Participation Plan, 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 substitute
or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November,
1996.
/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 post-effective amendment to the Corporation's Registration
Statement on Form S-8 (Registration No. 33-49050) under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of additional shares of Common Stock, $1.25 par value, of the
Corporation, to be granted under and in accordance with the Corporation's 1992
Equity Participation Plan, 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 substitute
or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November,
1996.
/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 post-effective amendment to the Corporation's Registration
Statement on Form S-8 (Registration No. 33-49050) under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of additional shares of Common Stock, $1.25 par value, of the
Corporation, to be granted under and in accordance with the Corporation's 1992
Equity Participation Plan, 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 substitute
or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November,
1996.
/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 post-effective amendment to the Corporation's Registration
Statement on Form S-8 (Registration No. 33-49050) under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of additional shares of Common Stock, $1.25 par value, of the
Corporation, to be granted under and in accordance with the Corporation's 1992
Equity Participation Plan, 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 substitute
or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November,
1996.
/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 post-effective amendment to the Corporation's Registration
Statement on Form S-8 (Registration No. 33-49050) under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of additional shares of Common Stock, $1.25 par value, of the
Corporation, to be granted under and in accordance with the Corporation's 1992
Equity Participation Plan, 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 substitute
or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November,
1996.
/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 post-effective amendment to the Corporation's Registration
Statement on Form S-8 (Registration No. 33-49050) under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of additional shares of Common Stock, $1.25 par value, of the
Corporation, to be granted under and in accordance with the Corporation's 1992
Equity Participation Plan, 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 substitute
or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November,
1996.
/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 post-effective amendment to the Corporation's Registration
Statement on Form S-8 (Registration No. 33-49050) under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of additional shares of Common Stock, $1.25 par value, of the
Corporation, to be granted under and in accordance with the Corporation's 1992
Equity Participation Plan, 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 substitute
or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November,
1996.
/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 post-effective amendment to the Corporation's Registration
Statement on Form S-8 (Registration No. 33-49050) under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of additional shares of Common Stock, $1.25 par value, of the
Corporation, to be granted under and in accordance with the Corporation's 1992
Equity Participation Plan, 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 substitute
or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November,
1996.
/s/ RANDALL L. TOBIAS
------------------------------------
Randall L. Tobias
