-----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, FjCFodfIvGc2+MN2D2g/ZMywvP3u0oEbW4BkvTqwWfIFqh7Fd24X9PcHz06fXcte ts4QFb2rd2dAW+PcT6xQAA== 0000903423-03-001050.txt : 20031215 0000903423-03-001050.hdr.sgml : 20031215 20031215103517 ACCESSION NUMBER: 0000903423-03-001050 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031215 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: 031053283 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HENKEL KGAA /NEW/ CENTRAL INDEX KEY: 0001098789 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 67 HENKELSTRASSE D-40191 CITY: DUSSELDORF GERMANY BUSINESS PHONE: 011492117973533 MAIL ADDRESS: STREET 1: 67 HENKELSTRASSE D-40191 CITY: DUSSELDORF GERMANY SC 13D/A 1 henkelclorox13da20_1215.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* 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) December 14, 2003 - -------------------------------------------------------------------------------- (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. 20 (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. In connection with the expected refinancing of debt to be incurred to facilitate Henkel's recently announced acquisition of The Dial Corporation ("Dial"), Henkel intends to sell a significant portion or all of its holdings of Common Stock or of its holdings of shares of common stock of Ecolab Inc., or a combination of both. Henkel will carefully consider its options in this regard. If Henkel determines to sell any shares of Common Stock, it will announce that decision promptly and will effect an orderly disposition of the shares in accordance with the procedures provided in the Agreements previously described in the Schedule 13D and with applicable law. If the acquisition of Dial is not completed for any reason, Henkel would not expect to sell any shares of Common Stock at this time other than pursuant to the terms of the Share Repurchase Agreement previously described in the Schedule 13D. 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. 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: December 15, 2003 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. 19 to the Schedule 13D)(1) - -------- (1) Portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed with the Securities and Exchange Commission under 17 C.F.R. 200.80(b). -----END PRIVACY-ENHANCED MESSAGE-----