UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
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)
October 6, 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).
This Amendment No. 21 (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 October 6, 2004, the Company, Henkel KGaA ("KGaA") and HC
Investments, Inc. ("HCI"), a wholly-owned subsidiary of KGaA, entered into a
share exchange agreement (the "Share Exchange Agreement"), pursuant to which,
upon satisfaction of the terms and conditions set forth therein, HCI will
exchange (the "Exchange") all 61,386,509 shares of Common Stock currently held
by it for all of the stock of a to-be-formed wholly-owned subsidiary of the
Company ("Splitco"). At the time of the Exchange, Splitco will hold 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. ("HIBSA"), and an amount of additional cash equal to approximately
$2.1 billion, calculated to approximately equalize the value of the Splitco
shares and Common Stock being exchanged.
Upon consummation of the Exchange, Henkel will no longer hold
any Common Stock, its three representatives on the Board of Directors of the
Company will resign and Henkel and Clorox will terminate the Agreements and the
Share Repurchase Agreement previously described in the Schedule 13D.
The Share Exchange Agreement is subject to certain closing
conditions, including antitrust clearance and receipt of final tax opinions.
Subject to satisfaction of those conditions the transaction is expect to close
on or before December 1, 2004.
The foregoing summary description is not intended to be
complete and is qualified in its entirety by reference to the Share Exchange
Agreement, which is filed as Exhibit 14 hereto and incorporated by reference
herein.
Except as set forth herein, Henkel has no current plans or
proposals that relate to or would result in any of the actions or events
enumerated in clauses (a) through (j) of Item 4 of Schedule 13D, as promulgated
by the Securities and Exchange Commission.
Item 6. Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
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As described in Item 4 above, KGaA and HCI are parties to the
Share Exchange Agreement, which contains certain provisions with respect to the
Common Stock. Upon 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 hereto shall be
terminated.
Item 7. Material to be filed as Exhibits.
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Exhibit 14 Share Exchange Agreement, dated October 6, 2004, between
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KGaA, HCI and the Company.
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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: October 6, 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/ Brian Friend
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Brian Friend
Vice President
Exhibit Index
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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(1)
Exhibit 14 Share Exchange Agreement among KGaA, HCI and Clorox dated
October 6, 2004
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1 The Share Repurchase Agreement was previously filed with portions omitted
pursuant to a request for confidential treatment. It is now included in its
entirety.