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: July 23, 2007
(Date
of earliest event reported)
KIMBERLY-CLARK
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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1-225
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39-0394230
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(State
or other jurisdiction
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(Commission
File
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(IRS
Employer
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of
incorporation)
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Number)
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Identification
No.)
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P.O.
Box 619100, Dallas, Texas
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75261-9100
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(Address
of principal executive offices)
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(Zip Code)
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(972)
281-1200
(Registrant’s
telephone number, including area code)
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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.02. Results of Operations and Financial Condition.
Attached
and incorporated herein by reference as Exhibit 99.1 is a copy of the press
release of Kimberly-Clark Corporation (the “Corporation”), dated July 24,
2007, reporting the Corporation’s results of operations for the quarter ended
June 30, 2007.
The
information, including exhibits attached hereto, in Item 2.02 of this Current
Report is being furnished and shall not be deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. The information in Item 2.02 of
this
Current Report shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended,
except as otherwise expressly stated in such filing.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance
Sheet
Arrangement of a Registrant.
On
July
23, 2007, the Corporation entered into a short-term Revolving Credit Agreement
with Citibank, N.A., as Administrative Agent, and certain other banks party
thereto (the "Short-Term Facility"). The Corporation has informed the
Administrative Agent that it intends to borrow $2 billion under the
Short-Term Facility on July 27, 2007 to fund the settlement of the accelerated
share repurchase agreement discussed in Item 8.01 below.
The
loan under the Short-Term Facility will be unsecured and have an interest rate
based on the Eurodollar, federal funds or prime rate at the time of the
borrowing, plus a spread based on the Corporation’s credit rating. The
Corporation may make optional prepayments under the Short-Term Facility without
premium or penalty. It is the Corporation’s intention to fully refinance the
Short-Term Facility with long-term debt in the near future, depending on market
conditions.
Item
8.01. Other Events.
On
July
24, 2007, the Corporation announced that it entered into an accelerated share
repurchase agreement (the “ASR Agreement”) through which it will purchase $2
billion of outstanding shares of its common stock. Under the ASR Agreement,
the
Corporation will purchase approximately 29.6 million shares of common stock
from Bank of America, N.A. (“Bank of America") at an initial purchase price of
$67.48 per share. These repurchased shares will be classified as
treasury shares.
Bank
of
America is expected to repurchase an equivalent number of shares in the open
market during the period from July 26, 2007 to June 20, 2008 (the “Repurchase
Period”). The ASR Agreement also includes a provision that would
allow Bank of America, at its discretion, to accelerate the program so that
the
Repurchase Period may end as early as March 10, 2008. The initial
purchase price per share is subject to an adjustment based on the volume
weighted average price per share of the Corporation's shares of common stock
during the Repurchase Period.
In
connection with the ASR Agreement, the Corporation’s Board of Directors also
authorized a new share repurchase program pursuant to which the Corporation
is authorized to repurchase 50 million shares of the Corporation’s common stock
in the
open
market (in addition to approximately 28 million shares remaining available
under the Corporation’s prior share repurchase
authorization). Accordingly, after execution of the ASR Agreement,
the Corporation will have authorization remaining to repurchase approximately
48
million additional shares. Subject to regulatory conditions, the Corporation
intends to continue its ongoing share repurchase program in the open market
during the Repurchase Period.
Attached
and incorporated herein by reference as Exhibit 99.1 is a copy of the press
release of the Corporation, dated July 24, 2007, providing additional
information regarding the Corporation’s share repurchase programs.
This
Current Report does not constitute an offer of any securities for
sale.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
99.1 Press release issued by Kimberly-Clark Corporation on July 24,
2007.
SIGNATURE
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 hereunto
duly authorized.
KIMBERLY-CLARK
CORPORATION
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Date: July
24, 2007
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By: /s/
Mark A.
Buthman
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Mark
A.
Buthman
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Senior
Vice President
and
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Chief
Financial
Officer
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EXHIBIT
INDEX
99.1 Press
release issued by Kimberly-Clark Corporation on July 24, 2007.