-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GrHLdqRLToQPyVB7yhANVYfu9Wozhxuzl0rEMNepiRAp4e8F3ld6wOYQ7T9qaE1t OiyfZ9cQsJH4WOWGrdoKVQ== 0000903423-04-001035.txt : 20041122 0000903423-04-001035.hdr.sgml : 20041122 20041122173019 ACCESSION NUMBER: 0000903423-04-001035 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041122 DATE AS OF CHANGE: 20041122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HENKEL KGAA /NEW/ CENTRAL INDEX KEY: 0001098789 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 011492117973533 MAIL ADDRESS: STREET 1: 67 HENKELSTRASSE D-40191 CITY: DUSSELDORF GERMANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLOROX CO /DE/ CENTRAL INDEX KEY: 0000021076 STANDARD INDUSTRIAL CLASSIFICATION: SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842] IRS NUMBER: 310595760 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32623 FILM NUMBER: 041161809 BUSINESS ADDRESS: STREET 1: THE CLOROX COMPANY STREET 2: 1221 BROADWAY CITY: OAKLAND STATE: CA ZIP: 94612-1888 BUSINESS PHONE: 5102717000 MAIL ADDRESS: STREET 1: P.O. BOX 24305 CITY: OAKLAND STATE: CA ZIP: 94612-1305 SC 13D/A 1 henkelclorox13da22_1119.txt 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 ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 189054 10 9 ------------------------------------------------------------------------------- (CUSIP Number) William A. Groll, Esq. Cleary, Gottlieb, Steen & Hamilton City Place House 55 Basinghall Street London EC2V 5EH 44-207 614 2200 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 22, 2004 --------------------------------------------------------- (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. ---------------------- 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 ------------------------------------------------------------- Respect to Securities of the Issuer. ----------------------------------- 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 ----------------------------- Franz-Josef Acher General Counsel By: /s/ Thomas-Gerd Kuhn ----------------------------- Thomas-Gerd Kuhn Associate General Counsel HC Investments, Inc. By: /s/ James E. Ripka ----------------------------- 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) -----END PRIVACY-ENHANCED MESSAGE-----