UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)*
(Final Amendment)
The Clorox Company
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
189054 10 9
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(CUSIP Number)
William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton
City Place House
55 Basinghall Street
London EC2V 5EH
44-207 614 2200
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 22, 2004
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 189054 10 9
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HC Investments, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH None
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REP ESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 189054 10 9
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henkel KGaA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH None
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REP ESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 22 (this "Amendment") amends and
supplements the Schedule 13D filed on August 14, 1974, as previously amended
(the "Schedule 13D"), initially of Henkel Corporation (as successor by merger to
Henkel Inc.), with respect to the Common Stock, par value $1.00 per share
("Common Stock"), of The Clorox Company ("Clorox" or the "Company"). All
capitalized terms used in this Amendment and not otherwise defined herein have
the meanings ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction.
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On November 22, 2004 (the "Closing Date"), Henkel KGaA
("KGaA") and HC Investments, Inc. ("HCI"), a wholly-owned subsidiary of KGaA,
successfully completed the previously disclosed Exchange. Under the terms of the
Exchange, HCI exchanged all 61,386,509 shares of Common Stock then held by it
for all of the stock of Splitco, Inc., a wholly-owned subsidiary of the Company
("Splitco"). At the time of the Exchange, Splitco held the Company's Soft Scrub
and Insecticides businesses (including 100% of the common stock of Clorox Korea
Ltd.), the Company's entire 20% equity interest in Henkel Iberica S.A. and an
amount of additional cash equal to approximately $2.1 billion.
As a result of the Exchange, Henkel no longer holds any Common
Stock and, as of the Closing Date, Henkel's three representatives on the Board
of Directors of the Company resigned and Henkel and Clorox terminated the
Agreements and the Share Repurchase Agreement previously described in the
Schedule 13D. Accordingly, this Amendment No. 22 constitutes the final amendment
to the Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
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As a result of the consummation of the Exchange, the
Agreements between Henkel and Clorox filed as Exhibits 1, 3, 7 and 8 to the
Schedule 13D and the Share Repurchase Agreement between HCI and Clorox filed as
Exhibit 13 to the Schedule 13D have been terminated.
Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: November 22, 2004
Henkel KGaA
By: /s/ Franz-Josef Acher
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Franz-Josef Acher
General Counsel
By: /s/ Thomas-Gerd Kuhn
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Thomas-Gerd Kuhn
Associate General Counsel
HC Investments, Inc.
By: /s/ James E. Ripka
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James E. Ripka
Chairman and President
Exhibit Index
Exhibit 1 1974 Agreement between Henkel and Clorox (previously filed
as an Exhibit to Amendment No. 10 to the Schedule 13D)
Exhibit 2 1978 Agreement between Henkel and Clorox (previously filed
as an Exhibit to Amendment No. 10 to the Schedule 13D)
Exhibit 3 1981 Agreement between Henkel and Clorox (previously filed
as an Exhibit to Amendment No. 10 to the Schedule 13D)
Exhibit 4 Letter of Intent between Henkel and Clorox (previously filed
as an Exhibit to Amendment No. 10 to the Schedule 13D)
Exhibit 5 Purchase Agreement between Henkel and Clorox (previously
filed as an Exhibit to Amendment No. 11 to the Schedule 13D)
Exhibit 6 Purchases of shares of Common Stock from September 24, 1981
through March 30, 1984 (previously filed as an Exhibit to
Amendment No. 12 to the Schedule 13D)
Exhibit 7 1986 Agreement between Henkel and Clorox (previously filed
as an Exhibit to Amendment No. 13 to the Schedule 13D)
Exhibit 8 1987 Agreement between Henkel and Clorox (previously filed
as an Exhibit to Amendment No. 14 to the Schedule 13D)
Exhibit 9 Purchases of shares of Common Stock from April 1, 1984
through March 15, 1988 (previously filed as an Exhibit to
Amendment No. 15 to the Schedule 13D)
Exhibit 10 Purchases of shares of Common Stock from March 16, 1988
through June 15, 1988 (previously filed as an Exhibit to
Amendment No. 16 to the Schedule 13D)
Exhibit 11 Purchases of shares of Common Stock from June 16, 1988
through August 1, 1988 (previously filed as an Exhibit to
Amendment No. 17 to the Schedule 13D)
Exhibit 12 Purchases of shares of Common Stock from August 2, 1988
through October 30, 1990 (previously filed as an Exhibit to
Amendment No. 18 to the Schedule 13D)
Exhibit 13 Share Repurchase Agreement between HCI and Clorox dated July
16, 2003 (previously filed as an Exhibit to Amendment No. 21
to the Schedule 13D)
Exhibit 14 Share Exchange Agreement among KGaA, HCI and Clorox dated
October 6, 2004 (previously filed as an Exhibit to Amendment
No. 21 to the Schedule 13D)