UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of Earliest Event Reported): November 22, 2004
THE CLOROX
COMPANY

(Exact name of registrant as specified in its
charter)





Delaware




 
(State or other jurisdiction of




incorporation or organization)









1-07151


31-0595760




(Commission
File Number)


(I.R.S.
Employer Identification No.)




1221
Broadway, Oakland, California 94612-1888

(Address of principal executive
offices)    (Zip code)

(510) 271-7000

(Registrant's telephone number, including
area code)




(Former
name or former address, if changed since last report)

Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2.)

[ ]  Written
communications pursuant to Rule 425 Under the Securities Act (17
CFR 230.425)
[ ]  Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]  Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
[ ]  Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))








 

 

ITEM 2.01
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On October
6, 2004, The Clorox Company (the “Company”) entered
into a Share Exchange Agreement (the “Agreement”) with
Henkel KGaA and HC Investments, Inc. (collectively referred to
as “Henkel”). The Company disclosed entry into and
provided a brief description of the Agreement in a Form 8-K filed
on October 8, 2004. A copy of the Agreement is attached as Exhibit
10-1. The transaction provided for by the Agreement (the
“Transaction”) closed on November 22, 2004. At the
closing (the “Closing”), the Company acquired all of
its common stock held by Henkel, amounting to 61,386,509 shares. In
exchange, Henkel acquired all of the Company’s interest in a
subsidiary containing the Company’s Soft Scrub ® cleanser
business, the bulk of the Company’s worldwide insecticide
business, including the Combat®, Home Keeper® and Home
Mat® brands, the Company’s interest in a Spanish joint
venture and $2,094,626,041 in cash.
Henkel and
the Company were parties to various agreements, which are
summarized in the Certain Relationships and Transactions section of
the proxy statement dated September 28, 2004 of the Company,
including an agreement that allowed Henkel to nominate directors to
the Company’s board of directors. All of those agreements
were terminated at or prior to the Closing.
Three Henkel
nominees who served on the Company’s board resigned at
closing. The Company’s disinterested directors re-elected one
of those nominees to the board immediately following the
closing. See Items 5.02 (b) and (d) below.
The
consideration given by Henkel for Clorox’s interest in the
subsidiary was 61,386,509 shares of common stock of the Company
deemed to have a value of $46.25 per share, or $2,839,126,041. The
consideration given for the stock acquired by the Company was the
Company’s interest in a subsidiary containing the businesses
described above with an agreed-upon value of $744,500,000 and
$2,094,626,041 in cash. The principle followed by the
Company’s board of directors in determining the amount of the
consideration given and received was that the consideration should
be determined by arms-length bargaining.
The source
of the funds used initially to fund the Transaction was commercial
paper as described in the Company’s Form 8-K filed on
November 16, 2004. The Company intends to replace $1.5 billion to
$1.7 billion of that commercial paper with term debt.
The pro
forma statement of earnings and pro forma consolidated balance
sheet required by Item 9.01 is attached as Exhibit 99-1.
item 5.02(b)
departure of directors
Messrs.
Christoph Henkel and Michael Shannon and Dr. Klaus Morwind,
directors nominated by Henkel pursuant to the agreement referred to
in Item 1.01, resigned effective as of the Closing of the
Transaction.


 

item 5.02(d)
Election of director
Mr. Michael
Shannon was re-elected to the board effective November 22, 2004.
There was no arrangement or understanding between Mr. Shannon and
any other person pursuant to which he was selected as a director.
Mr. Shannon will serve on the Audit Committee and the Management
Development and Compensation Committee of the board. Mr. Shannon
was not a party to any transaction or any proposed transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K
or S-B.
ITEM
7.01  REGULATION FD DISCLOSURE
On November
22, 2004, The Clorox Company issued a press release, a copy of
which is attached as Exhibit 99-2. 
ITEM
9.01  FINANCIAL  STATEMENTS AND EXHIBITS
SIGNATURES

Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                                       
THE CLOROX COMPANY


Date:  November 22,
2004                              
By: /s/ PETER D. BEWLEY
                                                                                   
Peter D. Bewley
                                                                                   
Senior Vice President –
                                                                                   
General Counsel