Filed Pursuant to Rule 424(b)(5)
Registration No. 333-68903
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 5, 2002)
$400,000,000
KIMBERLY-CLARK CORPORATION LOGO
5 5/8% NOTES DUE FEBRUARY 15, 2012
------------------
Kimberly-Clark will pay interest on the notes on February 15 and August 15
of each year. The first such payment will be made on August 15, 2002. We may
redeem the notes at our option and at any time, either as a whole or in part, at
the redemption prices described in this prospectus supplement.
The notes will not be listed on any national securities exchange or quoted
on the Nasdaq National Market.
------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
PER NOTE TOTAL
-------- ------------
Initial public offering price............................... 99.146% $396,584,000
Underwriting discount....................................... .650% $ 2,600,000
Proceeds, before expenses, to Kimberly-Clark................ 98.496% $393,984,000
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the notes will begin to accrue on February 8, 2002
and must be paid by the purchaser if the notes are delivered after February 8,
2002.
------------------
The notes are offered severally by the underwriters, subject to various
conditions. The underwriters expect to deliver the notes in book-entry form only
through The Depository Trust Company against payment on or about February 8,
2002.
------------------
Sole Book-Running Manager
SALOMON SMITH BARNEY
JPMORGAN
BANC ONE CAPITAL MARKETS, INC.
BANC OF AMERICA SECURITIES LLC
HSBC
BNY CAPITAL MARKETS, INC.
ABN AMRO INCORPORATED
SUNTRUST ROBINSON HUMPHREY
The date of this Prospectus Supplement is February 5, 2002.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
Use of Proceeds............................................. S-1
Selected Financial Data..................................... S-2
Description of Notes........................................ S-4
Underwriting................................................ S-8
Validity of Notes........................................... S-9
PROSPECTUS
Where to Find More Information.............................. 1
Description of Kimberly-Clark............................... 1
Ratio of Earnings to Fixed Charges.......................... 2
Use of Proceeds............................................. 3
Description of Debt Securities.............................. 3
Plan of Distribution........................................ 10
Validity of Debt Securities................................. 11
Experts..................................................... 11
i
You should read this prospectus supplement and the accompanying prospectus
carefully before you invest. You should rely only on the information contained
in or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and the underwriters have not, authorized
anyone to give you different information. If anyone gives you different or
inconsistent information, you should not rely on it. This prospectus supplement
may add to, update or change information in the prospectus. The information
contained in this prospectus supplement is current only as of the date appearing
at the bottom of the cover. Since that date, our business, financial condition,
results of operations and prospects may have changed.
In this prospectus supplement and the accompanying prospectus, unless we
otherwise specify or the context otherwise requires, references to
"Kimberly-Clark," "we," "us," and "our" refer to Kimberly-Clark Corporation and
its subsidiaries.
We are not, and the underwriters are not, offering to sell or seeking
offers to buy securities in any jurisdiction where the offer or sale is not
permitted.
This prospectus supplement and the accompanying prospectus do not contain
all of the information contained in the registration statement and its exhibits
which we filed with the Securities and Exchange Commission. You should read the
registration statement and its exhibits for information that may be of interest
to you. For information on obtaining a copy of the registration statement, see
"Where to Find More Information" in the prospectus.
USE OF PROCEEDS
The net proceeds to be received by us from the sale of the notes, before
deducting our offering expenses, is estimated to be $393,984,000. We intend to
use the net proceeds from the sale of the notes for general corporate purposes
and in particular for reduction of our existing indebtedness, including a
portion of our currently outstanding commercial paper.
Until we actually apply such proceeds, we will invest them in short-term
securities. At September 30, 2001, our consolidated short-term debt and current
portion of long-term debt was $1,244.9 million, which includes outstanding
commercial paper of $1,060.1 million. Our outstanding commercial paper matures
no later than 90 days after its date of issue and bears interest at rates
ranging from approximately 1.62% to 2.10% per annum.
S-1
SELECTED FINANCIAL DATA
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
(MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
NINE MONTHS ENDED
SEPTEMBER 30(1) YEAR ENDED DECEMBER 31
--------------------- ---------------------------------------------------------
2000(2) 2001(3) 1996(4) 1997(5) 1998(6) 1999(7) 2000(8)
--------- --------- --------- --------- --------- --------- ---------
Net Sales....................... $10,381.2 $10,852.6 $13,149.1 $12,546.6 $12,297.8 $13,006.8 $13,982.0
Gross Profit.................... 4,270.1 4,436.1 4,688.5 4,607.6 4,597.6 5,325.2 5,753.5
Operating Profit................ 1,959.1 1,850.8 1,666.0 1,486.1 1,697.7 2,435.4 2,633.8
Share of Net Income of Equity
Companies..................... 141.1 122.3 152.4 157.3 137.1 189.6 186.4
Income from Continuing
Operations Before
Extraordinary Items and
Cumulative Effect of
Accounting Change............. 1,344.9 1,268.2 1,035.4 985.4 1,114.3 1,668.1 1,800.6
Per Share Basis:
Basic....................... 2.48 2.39 1.84 1.77 2.02 3.11 3.34
Diluted..................... 2.46 2.37 1.83 1.76 2.01 3.09 3.31
Net Income...................... 1,344.9 1,268.2 1,035.4 1,002.9 1,103.1 1,668.1 1,800.6
Per Share Basis:
Basic....................... 2.48 2.39 1.84 1.80 2.00 3.11 3.34
Diluted..................... 2.46 2.37 1.83 1.79 1.99 3.09 3.31
Cash Dividends Per Share:
Declared.................... .81 .84 .92 .96 1.00 1.04 1.08
Paid........................ .80 .83 .92 .95 .99 1.03 1.07
Total Assets.................... $13,964.9 $15,117.3 $11,820.4 $11,417.1 $11,687.8 $12,815.5 $14,479.8
Long-Term Debt.................. 2,027.1 2,113.8 1,738.6 1,803.9 2,068.2 1,926.6 2,000.6
Stockholders' Equity............ 5,507.4 5,935.9 4,595.0 4,340.3 4,031.5 5,093.1 5,767.3
S-2
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
NOTES TO SELECTED FINANCIAL DATA
CHARGES (CREDITS)
(1) Our unaudited consolidated financial data has been prepared on the same
basis as in our 2000 Annual Report to Stockholders and includes all
adjustments necessary to present fairly the consolidated balance sheet and
consolidated income data for the periods indicated.
(2) Included in the selected financial data for the nine months ended September
30, 2000 are the following items:
DILUTED
GROSS OPERATING NET NET INCOME
(MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) PROFIT PROFIT INCOME PER SHARE
----------------------------------------------- ------ --------- ------ ----------
Business improvement charges......................... $16.8 $ 21.0 $13.9
Business integration and other costs................. 6.5 23.1 14.5
Litigation settlement................................ -- 14.6 9.0
Patent settlement and accrued liability reversal..... -- (75.8) (46.5)
----- ------ -----
Total...................................... $23.3 $(17.1) $(9.1) $(.01)
===== ====== ===== =====
(3) Included in the selected financial data for the nine months ended September
30, 2001 are the following items:
DILUTED
GROSS OPERATING NET NET INCOME
(MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) PROFIT PROFIT INCOME PER SHARE
----------------------------------------------- ------ --------- ------ ----------
Business improvement charges......................... $48.0 $48.8 $31.1
Business integration and other costs................. 2.8 19.4 12.6
----- ----- -----
Total...................................... $50.8 $68.2 $43.7 $.08
===== ===== ===== ====
(4) Included in the selected financial data for 1996 are the following items:
DILUTED
GROSS OPERATING NET NET INCOME
(MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) PROFIT PROFIT INCOME PER SHARE
----------------------------------------------- ------ --------- ------ ----------
Business improvement and other programs............ $154.2 $429.9 $328.6
Gains on asset disposals........................... -- (93.6) (72.6)
Change in value of Mexican peso.................... -- -- 2.3
Restructuring of Mexican operations................ -- -- 5.5
------ ------ ------
Total.................................... $154.2 $336.3 $263.8 $.46
====== ====== ====== ====
(5) Included in the selected financial data for 1997 are the following items:
DILUTED
GROSS OPERATING NET NET INCOME
(MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) PROFIT PROFIT INCOME PER SHARE
----------------------------------------------- ------ --------- ------ ----------
Business improvement and other programs............ $128.8 $478.3 $366.3
Gains on asset disposal............................ -- (26.5) (16.8)
Gain on sale of K-C de Mexico's Regio business..... -- -- (16.3)
Extraordinary gains, net of income taxes........... -- -- (17.5)
------ ------ ------
Total.................................... $128.8 $451.8 $315.7 $.57
====== ====== ====== ====
S-3
(6) Included in the selected financial data for 1998 are the following items:
DILUTED
GROSS OPERATING NET NET INCOME
(MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) PROFIT PROFIT INCOME PER SHARE
----------------------------------------------- ------ --------- ------ ----------
Business improvement and other programs............ $191.6 $377.8 $276.8
Mobile pulp mill fees and related severances....... 42.3 42.3 25.9
Gain on asset disposal............................. -- (140.0) (78.3)
Change in value of Mexican peso.................... -- -- 9.2
Cumulative effect of accounting change, net of
income taxes..................................... -- -- 11.2
------ ------ ------
Total.................................... $233.9 $280.1 $244.8 $.45
====== ====== ====== ====
(7) Included in the selected financial data for 1999 are the following items:
DILUTED
GROSS OPERATING NET NET INCOME
(MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) PROFIT PROFIT INCOME PER SHARE
----------------------------------------------- ------ --------- ------- ----------
Business improvement and other programs............ $69.0 $ 47.8 $ 35.6
Business integration and other costs............... 11.2 22.6 14.5
Mobile pulp mill fees and related severances....... 9.0 9.0 5.6
Gain on asset disposals............................ -- (176.7) (112.3)
----- ------- -------
Total.................................... $89.2 $ (97.3) $ (56.6) $(.11)
===== ======= ======= =====
(8) Included in the selected financial data for 2000 are the following items:
DILUTED
GROSS OPERATING NET NET INCOME
(MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) PROFIT PROFIT INCOME PER SHARE
----------------------------------------------- ------ --------- ------ ----------
Business improvement programs........................ $20.2 $24.4 $16.4
Business integration and other costs................. 10.1 35.1 23.0
Litigation settlements and other..................... -- (60.6) (37.2)
----- ----- -----
Total...................................... $30.3 $(1.1) $ 2.2 $.01
===== ===== ===== ====
DESCRIPTION OF NOTES
The following summary of the terms of the notes supplements the general
description of debt securities contained in the prospectus. To the extent the
following terms are inconsistent with the general description contained in the
prospectus, the following terms replace such inconsistent terms. You should read
both the prospectus and this prospectus supplement.
GENERAL
The notes will be limited to $400,000,000 aggregate principal amount and
will mature on February 15, 2012. The notes will bear interest at the rate per
annum of 5 5/8% from February 8, 2002 or from the most recent interest payment
date to which interest has been paid or provided. We will pay accrued interest
semi-annually on February 15 and August 15 of each year to the person in whose
name the note is registered at the close of business on January 15 and July 15,
as the case may be, that precedes such interest payment date. The first such
payment will be made on August 15, 2002. The notes will not be entitled to the
benefit of any sinking fund.
The notes will be issued under the first amended and restated indenture
dated as of March 1, 1988, as amended by the first and second supplemental
indenture dated November 6, 1992 and May 25, 1994,
S-4
respectively. Bank One Trust Company, N.A., as successor in interest to The
First National Bank of Chicago, is the successor trustee under such indenture.
OPTIONAL REDEMPTION
Meaning of Terms
We may redeem the notes at our option as described below. See "Optional
Redemption -- Our Redemption Rights." The following terms are relevant to the
determination of the redemption price:
When we use the term "Treasury Rate", we mean with respect to any
redemption date, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue. In determining this rate, we assume a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date.
When we use the term "Comparable Treasury Issue", we mean the United States
Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such notes. "Independent Investment Banker"
means Salomon Smith Barney Inc. and its respective successors as may be
appointed from time to time by the trustee after consultation with
Kimberly-Clark; provided, however, that if any of the foregoing shall cease to
be a primary U.S. Government securities dealer in New York City (a "primary
treasury dealer"), we shall substitute therefor another primary treasury dealer.
When we use the term "Comparable Treasury Price", we mean with respect to
any redemption date, the arithmetic average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third business day preceding such redemption date, as
set forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities." If such release (or any successor
release) is not published or does not contain such prices on such business day,
then Comparable Treasury Price would mean the arithmetic average of the
Reference Treasury Dealer Quotations for such redemption date. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the arithmetic average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer by 5:00 p.m. on the
third business day preceding such redemption date.
When we use the term "Remaining Scheduled Payments", we mean with respect
to any note, the remaining scheduled payments of the principal thereof to be
redeemed and interest thereon that would be due after the related redemption
date but for such redemption; provided, however, that, if such redemption date
is not an interest payment date with respect to such note, the amount of the
next scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.
Our Redemption Rights
We may redeem the notes at our option and at any time, either as a whole or
in part. If we elect to redeem the notes, we will pay a redemption price equal
to the greater of
- 100% of the principal amount of the notes to be redeemed, plus accrued
and unpaid interest, and
- the sum of the present values of the Remaining Scheduled Payments, plus
accrued and unpaid interest.
In determining the present value of the Remaining Scheduled Payments, we will
discount such payments to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) using a discount rate equal to
the Treasury Rate plus fifteen (15) basis points. A partial redemption of the
notes may be effected by such method as the trustee shall deem fair and
appropriate
S-5
and may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for the notes or any integral multiple thereof)
of the principal amount of notes of a denomination larger than the minimum
authorized denomination for the notes.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of notes to be redeemed.
Unless we default in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the notes or portions thereof
called for redemption.
BOOK-ENTRY SYSTEM
The notes will be issued in the form of one or more fully registered global
notes which will be deposited with, or on behalf of, The Depository Trust
Company, New York, New York (the "depositary") and registered in the name of the
depositary's nominee. Except as set forth below, the global notes may be
transferred, in whole and not in part, only to the depositary or another nominee
of the depositary.
The depositary has advised us and the underwriters as follows: The
depositary is a limited-purpose trust company organized under the laws of the
State of New York, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The depositary was created to hold securities
of institutions that have accounts with the depositary or its nominee
("participants") and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The depositary's participants
include securities brokers and dealers (including the underwriters), banks,
trust companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own the depositary. Access to the
depositary's book-entry system is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. The depositary
agrees with and represents to its participants that it will administer its
book-entry system in accordance with its rules and bylaws and requirements of
law.
Upon the issuance of the global notes, the depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the notes represented by such global notes to the accounts of participants. The
accounts to be credited shall be designated by the underwriters. Ownership of
beneficial interests in the global notes will be limited to participants or
persons that may hold interests through participants. Ownership of interests in
the global notes will be shown on, and the transfer of those ownership interests
will be effected only through, records maintained by the depositary (with
respect to participants' interests) and such participants (with respect to the
owners of beneficial interests in the global notes through such participants).
The laws of some jurisdictions may require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such limits and
laws may impair the ability to transfer beneficial interests in the global
notes.
So long as the depositary, or its nominee, is the registered holder and
owner of the global notes, the depositary or such nominee, as the case may be,
will be considered the sole owner and holder of the related notes for all
purposes of such notes and for all purposes under the indenture. Except as set
forth below, owners of beneficial interests in the global notes will not be
entitled to have the notes represented by such global notes registered in their
names, will not receive or be entitled to receive physical delivery of
certificated notes in definitive form and will not be considered to be the
owners or holders of any notes under the indenture or the global notes.
Accordingly, each person owning a beneficial interest in the global notes must
rely on the procedures of the depositary and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interests, to exercise any rights of a holder of notes under the indenture
or the global notes. We understand that under existing industry practice, in the
event we request any action of holders of notes or an owner of a beneficial
interest in the global notes desires to take any action that the depositary, as
the holder of the global notes, is entitled to
S-6
take, the depositary would authorize the participants to take such action, and
that the participants would authorize beneficial owners owning through such
participants to take such action or would otherwise act upon the instructions of
beneficial owners owning through them.
Payment of principal of (and premium, if any) and interest on notes
represented by the global notes registered in the name of or held by the
depositary or its nominee will be made to the depositary or its nominee, as the
case may be, as the registered owner and holder of the global notes.
We expect that the depositary, upon receipt of any payment of principal or
interest in respect of the global notes, will credit immediately participants'
accounts with payment in amounts proportionate to their respective beneficial
interests in the principal amount of the global notes as shown on the records of
the depositary. We also expect that payments by participants to owners of
beneficial interests in the global notes held through such participants will be
governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such participants. None of
Kimberly-Clark, the trustee or any agent of Kimberly-Clark or the trustee will
have any responsibility or liability for any aspect of the records relating to,
or payments made on account of, beneficial ownership interests in the global
notes for any notes or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests or for any other aspect of the
relationship between the depositary and its participants or the relationship
between such participants and the owners of beneficial interests in the global
notes owning through such participants.
Unless and until they are exchanged in whole or in part for certificated
notes in definitive form, the global notes may not be transferred except as a
whole by the depositary to a nominee of such depositary or by a nominee of such
depositary to such depositary or another nominee of such depositary.
The notes represented by the global notes are exchangeable for certificated
notes in definitive registered form of like tenor as such notes in denominations
of $1,000 and in any greater amount that is an integral multiple thereof if (i)
the depositary notifies us that it is unwilling or unable to continue as
depositary for the global notes or if at any time the depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, or (ii) we in our discretion at any time determine not to have all of
the notes represented by the global notes and we notify the trustee thereof. Any
notes that are exchangeable pursuant to the preceding sentence are exchangeable
for certificated notes issuable in authorized denominations and registered in
such names as the depositary shall direct. Subject to the foregoing, the global
notes are not exchangeable, except for a global note or global notes of the same
aggregate denominations to be registered in the name of the depositary or its
nominee.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement by the purchasers of the notes will be made in immediately
available funds. All payments by us to the depositary of principal and interest
will be made in immediately available funds.
The notes will trade in the depositary's settlement system until maturity,
and therefore the depositary will require secondary trading activity in the
notes to be settled in immediately available funds.
DEFEASANCE AND COVENANT DEFEASANCE
The provisions of Sections 402 and 1006 of the indenture relating to
defeasance as described under "Description of Debt Securities -- Defeasance and
Covenant Defeasance" in the accompanying prospectus will apply to the notes.
S-7
UNDERWRITING
Subject to the terms and conditions set forth in the underwriting agreement
dated February 5, 2002, each underwriter named below has severally agreed to
purchase, and we have agreed to sell to each underwriter, the principal amount
of notes set forth opposite its name below:
PRINCIPAL
AMOUNT OF
UNDERWRITER NOTES
----------- ------------
Salomon Smith Barney Inc. ............................. $175,000,000
J.P. Morgan Securities Inc. ........................... 75,000,000
Banc One Capital Markets, Inc. ........................ 25,000,000
Banc of America Securities, LLC........................ 25,000,000
HSBC Securities (USA) Inc. ............................ 25,000,000
BNY Capital Markets, Inc. ............................. 25,000,000
ABN AMRO Incorporated.................................. 25,000,000
SunTrust Capital Markets, Inc. ........................ 25,000,000
------------
Total........................................ $400,000,000
============
Under the terms and conditions of the underwriting agreement, the
underwriters are committed to take and pay for all of the notes, if any are
taken.
The underwriters propose to offer the notes in part directly to retail
purchasers at the initial public offering price set forth on the cover page of
this prospectus supplement and in part to certain securities dealers at such
price less a concession of .4% of the principal amount of the notes. The
underwriters may allow, and such dealers may reallow, a concession not to exceed
.25% of the principal amount of the notes to certain brokers and dealers. After
the notes are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the underwriters.
The following table shows the underwriting discount and commission we will
pay to the underwriters in connection with this offering (expressed as a
percentage of the principal amount of the notes):
PAID BY
KIMBERLY-CLARK
--------------
Per Note.............................................. .650%
In connection with this offering, certain underwriters and their affiliates
may engage in transactions that stabilize, maintain or otherwise affect the
market price of the notes. Such transactions may include stabilization
transactions effected in accordance with Rule 104 of Regulation M, pursuant to
which such persons may bid for or purchase notes for the purpose of stabilizing
their market price. The underwriters also may create a short position for the
account of the underwriters by selling more notes in connection with the
offering than they are committed to purchase from us, and in such case may
purchase notes in the open market following completion of the offering to cover
such short position. Any of the transactions described in this paragraph may
result in the maintenance of the price of the notes at a level above that which
might otherwise prevail in the open market. None of the transactions described
in this paragraph is required, and, if they are undertaken, they may be
discontinued at any time.
The notes are a new issue of securities with no established trading market.
We have been advised by the underwriters that they intend to make a market in
the notes but are not obligated to do so and may discontinue market making at
any time without notice. No assurance can be given as to the liquidity of the
trading market for the notes.
We estimate that our total expenses of this offering, excluding the
underwriting discount, will be $155,500.
S-8
We have agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
Salomon Smith Barney Inc. and J.P. Morgan Securities, Inc. perform various
investment banking services for us.
The underwriters and their affiliates have, directly and indirectly,
provided various investment and commercial banking services to us and our
affiliates for which they have received customary fees and commissions,
including participating as lenders in our existing syndicated revolving credit
facility. The underwriters and their affiliates may also provide such services
to us and our affiliates in the future for customary fees and commissions. The
name of the affiliates and the aggregate amount of their commitment under our
existing syndicated credit facility is set forth below:
AGGREGATE
NAME OF AFFILIATE COMMITMENT
----------------- --------------
The Chase Manhattan Bank............................. $ 425,000,000
Citibank, N.A........................................ 425,000,000
Bank One, NA......................................... 175,000,000
Bank of America, N.A................................. 175,000,000
HSBC Bank USA........................................ 75,000,000
ABN AMRO Bank, N.V................................... 50,000,000
The Bank of New York................................. 50,000,000
SunTrust Bank........................................ 50,000,000
--------------
Total...................................... $1,425,000,000
==============
Bank One, N.A., in addition to being a lender under our syndicated credit
facility has been appointed as trustee under the indenture for the notes.
VALIDITY OF NOTES
The validity of the notes offered hereby is being passed upon for
Kimberly-Clark by O. George Everbach, Esq., Senior Vice President -- Law and
Government Affairs of Kimberly-Clark, and for the underwriters by Cleary,
Gottlieb, Steen & Hamilton, New York, New York. As of February 5, 2002, Mr.
Everbach owned 69,780 shares of our common stock, and held options to acquire
448,586 shares of such common stock (of which options to acquire 378,586 shares
are presently exercisable or will become exercisable within 60 days of such
date), and as of February 5, 2002, 17,827.863 shares of our common stock were
attributable to his account under our Salaried Employees Incentive Investment
Plan. Mr. Everbach also participates in other employee benefit plans of
Kimberly-Clark.
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[KIMBERLY CLARK LOGO] Corporation
Debt Securities
---------------------
By this prospectus, we may offer and sell our debt securities for proceeds of up
to $700,000,000 or an equal amount in any other currency.
This prospectus describes the general terms of the debt securities. We will
describe the specific terms of the debt securities in a prospectus supplement.
You should read this prospectus and the prospectus supplement carefully before
you invest.
We may offer the debt securities directly or through underwriters, agents or
dealers, which may include Salomon Smith Barney Inc. and Morgan Stanley & Co.
Incorporated. The prospectus supplement will give the names of these
underwriters, agents or dealers and describe the specific terms of the plan of
distribution for the offering.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE DEBT SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is February 5, 2002.
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WHERE TO FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement under the Securities Act of 1933 with respect to the debt securities
that we may offer and sell. This prospectus is part of that registration
statement. As permitted by the rules of the SEC, this prospectus does not
contain all the information provided in the registration statement or the
exhibits to the registration statement.
We file annual, quarterly and current reports, proxy and information
statements, and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for more
information concerning its public reference rooms and regional offices. Our SEC
filings also are available to the public from the SEC's web site at
http://www.sec.gov. You also may inspect our SEC reports and other information
at the New York Stock Exchange, 20 Broad Street, New York, New York 10005; the
Chicago Stock Exchange, 440 South LaSalle, Chicago, Illinois 60605; and the
Pacific Exchange, 301 Pine Street, San Francisco, California 94104.
The SEC allows us to "incorporate by reference" the information we file
with them, which means we can disclose information to you by referring you to
those documents. Information incorporated by reference is part of this
prospectus. Later information filed with the SEC updates and supersedes this
prospectus.
We incorporate by reference the documents listed below and any future
filings made with the SEC under sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until this offering is completed:
- Our annual report on Form 10-K for the year ended December 31, 2000,
including portions of our 2000 annual stockholders' report and 2001 proxy
statement incorporated by reference into the Form 10-K.
- Our quarterly reports on Form 10-Q for the quarters ended March 31, 2001;
June 30, 2001 and September 30, 2001.
- Our current reports on Form 8-K filed with the SEC on January 23, 2002
and February 5, 2002.
We will provide to you at no charge, upon your written or oral request, a
copy of these filings or any other information incorporated by reference in this
prospectus, other than exhibits to the filings which are not specifically
incorporated by reference. You may request this information by contacting us at
Kimberly-Clark Corporation, P.O. Box 619100, Dallas, Texas 75261-9100 (telephone
972-281-1200); attention: Ronald D. Mc Cray, Secretary.
DESCRIPTION OF KIMBERLY-CLARK
Kimberly-Clark and its subsidiaries manufacture and market throughout the
world a wide range of products for personal, business and industrial uses. Most
of these products are made from natural and synthetic fibers using advanced
technologies in fibers, nonwovens and absorbency. As a result of organizational
changes announced in November 2001, we redefined our business segments. Our
newly defined business segments are consumer tissue, personal care, and
business-to-business. Consolidated net sales of our products and services
totaled approximately $14.0 billion in 2000.
The consumer tissue segment manufactures and markets facial and bathroom
tissue, paper towels and napkins for household use; wet wipes and related
products. Products in this business segment are sold under the Kleenex, Scott,
Kleenex Cottonelle, Kleenex Viva, Andrex, Scottex, Page, Huggies and other brand
names.
The personal care segment manufactures and markets disposable diapers;
training and youth pants and swimpants; feminine and incontinence care products;
and related products. Products in this business segment are primarily for
household use and are sold under a variety of well-known brand names, including
Huggies, Pull-Ups, Little Swimmers, GoodNites, Kotex, Lightdays, Depend, Poise
and other brand names.
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The business-to-business segment manufactures and markets facial and
bathroom tissue, paper towels, wipers and napkins for away-from-home use; health
care products such as surgical gowns, drapes, infection control products,
sterilization wraps, disposable face masks and exam gloves, respiratory
products, and other disposable medical products; printing, premium business and
correspondence papers; specialty and technical papers and related products; and
other products. Products in this business segment are sold under the
Kimberly-Clark, Kleenex, Scott, Kimwipes, WypAll, Surpass, Tecnol, Ballard,
Safeskin, and other brand names.
Kimberly-Clark was incorporated in Delaware in 1928 as the successor to a
business established in 1872. Our principal executive offices are located at 351
Phelps Drive, Irving, Texas 75038 and our telephone number is (972) 281-1200.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for the applicable three month
periods and the last five years has been as follows:
NINE MONTHS
ENDED RATIO OF EARNINGS
SEPTEMBER 30, TO FIXED CHARGES
------------- -----------------
2001................................................ 9.69(1)
2000................................................ 9.64(2)
YEAR
ENDED RATIO OF EARNINGS
DECEMBER 31, TO FIXED CHARGES
------------ -----------------
2000................................................ 9.56(3)
1999................................................ 9.34(4)
1998................................................ 7.07(5)
1997................................................ 7.08(6)
1996................................................ 7.24(7)
---------------
(1) Includes pretax charges of $48.8 million for business improvement and other
programs and $19.4 million for business integration and other costs.
Excluding these items, the ratio was 10.02
(2) Includes pretax charges of $21.0 million for business improvement and other
programs, $23.1 million for business integration and other costs, $14.6
million for a litigation settlement and $(75.8) million of gains related to
a patent settlement and accrued liability reversal. Excluding these items,
the ratio was 9.56.
(3) Includes pretax charges of $24.4 million for business improvement programs,
$35.1 million for business integration and other costs and $(60.6) million
for litigation settlements and other. Excluding these items, the ratio was
9.55.
(4) Includes pretax charges of $47.8 million for business improvement and other
programs, $22.6 million for business integration and other costs, $9.0
million of Mobile pulp mill fees and related severances and $(176.7) million
of gains on asset disposals. Excluding these items, the ratio was 9.00.
(5) Includes pretax charges of $377.8 million for business improvement and other
programs, $42.3 million of Mobile pulp mill fees and related severances and
$(140.0) million of a gain on an asset disposal. Excluding these items, the
ratio was 8.09.
(6) Includes pretax charges of $478.3 million for business improvement and other
programs and $(26.5) million of a gain on an asset disposal. Excluding these
items, the ratio was 8.97.
(7) Includes pretax charges of $429.9 million for business improvement and other
programs and $(93.6) million of gains on asset disposals. Excluding these
items, the ratio was 8.55.
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USE OF PROCEEDS
We intend to use the net proceeds from the sale of the debt securities for
general corporate purposes. These purposes may include one or more of the
following:
- reduction of our existing indebtedness;
- working capital;
- capital expenditures;
- investments in subsidiaries and equity companies;
- share repurchases; and/or
- future acquisitions.
Until we actually apply the proceeds, we will invest them in short-term
securities.
DESCRIPTION OF DEBT SECURITIES
The general provisions of the debt securities are described below. The
specific terms of the debt securities and the extent, if any, to which the
general provisions may not apply will be described in a prospectus supplement.
The debt securities will be issued under the first amended and restated
indenture dated as of March 1, 1988, as amended by the first and second
supplemental indentures dated as of November 6, 1992 and May 25, 1994,
respectively, with Bank One Trust Company, N.A. (as successor in interest to The
First National Bank of Chicago), as successor trustee under an instrument of
resignation, appointment and acceptance dated as of December 12, 1995.
The following description of the debt securities is not complete, but it
describes all material provisions of the indenture. The indenture has been filed
as an exhibit to the registration statement and you should read the indenture
for provisions that may be of interest to you. For information on obtaining a
copy of the indenture, see "Where to Find More Information" in this prospectus.
GENERAL
The debt securities will be limited to $700,000,000 of proceeds. They will
be unsecured obligations and will rank equally and ratably with all of our other
currently outstanding unsecured and unsubordinated debt. In addition to the debt
securities that we may offer in this prospectus, we may issue additional debt in
an unlimited amount in one or more series under the indenture or other
agreements. This additional debt may contain provisions different from those
included in the indenture or applicable to one or more series of debt
securities.
PROSPECTUS SUPPLEMENT
You should refer to the prospectus supplement for the following specific
terms of the debt securities:
- their title;
- any limits on their aggregate principal amount;
- the initial offering price(s) at which they will be sold;
- the date(s) on which the principal will be payable;
- the rate(s) (which may be fixed or variable) at which they will bear
interest, if any, and the date(s) from which the interest, if any, will
accrue;
- the date(s) on which the interest, if any, will be payable and any record
dates for the interest payments;
- any sinking fund or similar provisions, whether mandatory or at your
option, along with the periods, prices and terms of redemption, purchase
or repayment;
3
- any provisions for redemption or purchase, at our option or otherwise,
including the periods, prices and terms of redemption or purchase;
- the amount or percentage payable if their maturity is accelerated, if
other than the entire principal amount;
- the currency of our payments of principal, premium, if any, and interest,
and any index used to determine the amounts of such payments;
- any defeasance provisions with respect to the amount we owe, restrictive
covenants and/or events of default; and
- any other terms in addition to those described in this prospectus.
We may issue debt securities as original issue discount securities to be
offered and sold at a substantial discount from their principal amount. Special
federal income tax, accounting and other considerations relating to original
issue discount securities will be described in the prospectus supplement.
Unless otherwise indicated in the prospectus supplement, the covenants
contained in the indenture and the debt securities would not necessarily protect
you in the event of a highly leveraged or other transaction to which we are or
may become a party.
RESTRICTIVE COVENANTS
Meanings of Terms
- When we use the term "attributable debt" in the context of a sale and
lease-back transaction, we mean the present value of our obligation to
pay rent. We exclude from this calculation any amounts we pay for
maintenance and repairs, insurance, taxes, assessments, water rates or
similar charges, or amounts contingent upon sales amounts.
- When we use the term "consolidated net tangible assets," we mean the
total amount of our assets minus (a) applicable reserves, (b) current
liabilities which are not extendible or renewable into, and do not
reflect current maturities of, long-term debt, and (c) intangible assets.
Our consolidated net tangible assets include any attributable debt with
respect to a sale and lease-back transaction which is not capitalized on
our balance sheet.
- When we use the term "principal property," we mean any of our United
States manufacturing facilities or timberlands which has an individual
gross book value in excess of 1% of our consolidated net tangible assets
and which is owned by us or any restricted subsidiary. If our board of
directors decides that any facility or timberland is not of material
importance, it will not be considered a principal property.
- When we use the term "restricted subsidiary," we mean any of our
subsidiaries (a) which owns substantially all of its property or conducts
substantially all of its business in the United States, and (b) which
owns a principal property. The term does not include subsidiaries whose
business consists principally of financing or leasing activities.
- When we use the term "sale and lease-back transaction," we mean any
arrangement where we or any restricted subsidiary lease a principal
property from a third party and the principal property has been or is to
be sold or transferred by us or the restricted subsidiary to the third
party with the intention of taking back the lease. The term does not
include temporary leases of three years or less or certain intercompany
leases.
Liens. Section 1004 of the indenture provides that we will not, and will
not permit any restricted subsidiary to, issue, assume or guarantee any debt
secured by a mortgage, security interest, pledge or lien (hereafter called
"mortgage") of or on any principal property, or any shares of capital stock or
debt of any restricted subsidiary, without also providing that the debt
securities shall be secured by the mortgage equally and ratably with or prior to
such debt. This restriction does not apply to:
- mortgages on any property acquired, constructed or improved by, or on any
shares of capital stock or debt acquired by, us or any restricted
subsidiary to secure debt which finances all or any part of
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(a) the purchase price of the property, shares or debt, or (b) the cost
of constructing or improving the property, and which debt is incurred
prior to or within 360 days after the acquisition, completion of
construction or commencement of commercial operations of the property;
- mortgages on any property, shares of capital stock or debt existing at
the time we or any restricted subsidiary acquires the property, shares or
debt;
- mortgages on property of a corporation existing at the time that
corporation merges with us or any restricted subsidiary or at the time
that corporation sells or transfers all or substantially all of its
properties to us or any restricted subsidiary;
- mortgages on any property, shares of capital stock or debt of any
corporation existing at the time that corporation becomes a restricted
subsidiary;
- mortgages to secure intercompany debt among us and/or any of our
restricted subsidiaries;
- mortgages in favor of governmental bodies to secure advance or progress
payments or to secure the purchase price of the mortgaged property; and
- extensions, renewals or replacements of any existing mortgage or any
mortgage referred to above.
In addition, we or any restricted subsidiary may, without equally and
ratably securing the debt securities, issue, assume or guarantee debt secured by
a mortgage not excepted above, if the aggregate amount of the debt, together
with (a) all other debt secured by mortgages not so excepted, and (b) the
attributable debt with respect to sale and lease-back transactions, does not at
the time exceed 5% of our consolidated net tangible assets. For purposes of
clause (b) of this calculation, certain sale and lease-back transactions in
which the attributable debt shall have been applied to the optional prepayment
or retirement of long-term debt are excluded.
Arrangements under which we or any restricted subsidiary transfer an
interest in timber but retain an obligation to cut the timber in order to
provide the transferee with a specified amount of money will not create a
mortgage or a sale and lease-back transaction prohibited by the indenture.
Sale and Lease-Back Transactions. Section 1005 of the indenture provides
that neither we nor any restricted subsidiary may engage in sale and lease-back
transactions with respect to any principal property unless:
- we or the restricted subsidiary are able, without equally and ratably
securing the debt securities, to incur debt secured by a mortgage on the
property pursuant to the exceptions described in "Liens" above;
- we or the restricted subsidiary are able, without equally and ratably
securing the debt securities, to incur debt secured by a mortgage on the
property in an amount at least equal to the attributable debt with
respect to the transaction; or
- within 360 days after the effective date of the transaction, we or the
restricted subsidiary apply an amount equal to the attributable debt with
respect to the transaction to the optional prepayment or retirement of
our long-term debt or that of any restricted subsidiary.
CONSOLIDATIONS, MERGERS AND SALES OF ASSETS
Section 801 of the indenture provides that we may consolidate with or merge
into, and sell or transfer all or substantially all of our property and assets
to, any other corporation. The corporation formed by the consolidation or into
which we merge, or the corporation which acquires all or substantially all of
our property and assets, must assume our obligations to:
- pay the principal of, premium, if any, and interest on the debt
securities; and
- perform and observe all the terms, covenants and conditions of the
indenture.
If, upon the consolidation, merger, sale or transfer, any principal
property or any shares of capital stock or debt of any restricted subsidiary
would become subject to a mortgage securing any debt of, or guaranteed by, the
other corporation, we must secure, prior to the consolidation, merger, sale or
transfer,
5
the payment of the principal of, premium, if any, and interest on the debt
securities equally and ratably with or prior to the debt secured by the
mortgage. This provision would not apply to any mortgage which would be
permitted in the first two paragraphs under "Liens" above.
EVENTS OF DEFAULT
Section 501 of the indenture provides that the following are events of
default with respect to debt securities of any series:
- our failure to pay principal or premium, if any, on any debt security of
that series when due;
- our failure to pay interest on any debt security of that series when due,
continued for 30 days;
- our failure to make any sinking fund payment, when due, in respect of any
debt security of that series;
- our failure to perform any other covenant in the indenture that is
applicable to debt securities of that series, continued for 90 days after
written notice;
- certain events involving bankruptcy, insolvency or reorganization; and
- any other event of default applicable to debt securities of that series.
An event of default with respect to a particular series of debt securities
(except as to matters involving bankruptcy, insolvency or reorganization) does
not necessarily mean that there is an event of default with respect to any other
series of debt securities.
If an event of default occurs and continues, the trustee or the holders of
at least 25% of the outstanding debt securities of that series may declare those
debt securities to be due and payable. However, at any time after such a
declaration of acceleration has been made, but before the stated maturity of the
debt securities, the holders of a majority of the outstanding debt securities of
that series may, subject to certain conditions, rescind and annul the
acceleration if all events of default with respect to the debt securities, other
than the non-payment of accelerated principal, have been cured or waived. You
should refer to the prospectus supplement relating to any series of debt
securities which are original issue discount securities for particular
provisions relating to acceleration of a portion of the principal amount of the
original issue discount securities upon the occurrence and continuance of an
event of default.
Subject to the trustee's duties in the case of an event of default, the
trustee is not required to exercise any of its rights or powers under the
indenture at the request or direction of any holder unless one or more of them
shall have offered reasonable indemnity to the trustee. Subject to this
indemnification provision and certain other rights of the trustee, the holders
of a majority of the outstanding debt securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power conferred on
the trustee with respect to the debt securities of that series.
No holder of any debt security of any series will have the right to
institute any proceeding with respect to the indenture, unless:
- the holder shall have previously notified the trustee of a continuing
event of default with respect to debt securities of that series and the
holders of at least 25% of the outstanding debt securities of that series
shall have requested, and offered reasonable indemnity to, the trustee to
institute the proceeding;
- the trustee shall not have received from the holders of a majority of the
outstanding debt securities of that series a direction inconsistent with
the request; and
- the trustee shall have failed to institute the proceeding within 60 days.
However, the holder of any debt security will have an absolute right to
receive payment of the principal of, premium, if any, and interest on the debt
security on or after the applicable due dates and to sue for the enforcement of
any such payment.
6
The indenture requires us to furnish to the trustee annually a statement as
to the absence of certain defaults under the indenture. The indenture provides
that the trustee may withhold notice to the holders of debt securities of any
series of any non-monetary default with respect to debt securities of the series
if it considers it in the interest of the holders to do so.
DEFEASANCE AND COVENANT DEFEASANCE
Section 402 of the indenture provides that we may be discharged from most
of our obligations in respect of the outstanding debt securities of any series
if we irrevocably deposit with the trustee money and/or United States government
securities which, together with the income from those securities, are sufficient
to pay the principal of, premium, if any, and each installment of interest on
the outstanding debt securities of the series on the stated maturity or
redemption date, as the case may be. This arrangement requires that we (a)
deliver to the trustee an opinion of counsel that we have received an Internal
Revenue Service ruling, or a ruling of the Internal Revenue Service has been
published that in the opinion of counsel establishes, that holders of the
outstanding debt securities of the series will have no federal income tax
consequences as a result of the deposit and defeasance, and (b) deliver to the
trustee an opinion of counsel that the outstanding debt securities of the
series, if then listed on any securities exchange, will not be delisted as a
result of the deposit, defeasance and discharge.
Section 1006 of the indenture provides that we need not comply with certain
restrictive covenants, including those described under "Liens" and "Sale and
Lease-back Transactions" above, and that our failure to comply would not be an
event of default under the indenture and the outstanding debt securities of any
series, if we deposit with the trustee money and/or United States government
securities which, together with the income from those securities, are sufficient
to pay the principal of, premium, if any, and each installment of interest on
the outstanding debt securities of the series on the stated maturity or
redemption date, as the case may be. Our other obligations under the indenture
and the outstanding debt securities of the series would remain in full force and
effect. This arrangement requires that we deliver to the trustee an opinion of
counsel that (a) the holders of the outstanding debt securities of the series
will have no federal income tax consequences as a result of the deposit and
defeasance, and (b) the outstanding debt securities of the series, if then
listed on any securities exchange, will not be delisted as a result of the
deposit and defeasance.
In the event the outstanding debt securities of the applicable series are
declared due and payable because of the occurrence of an event of default other
than that described in the preceding paragraph, the amount of money and
government securities on deposit with the trustee may not be sufficient to pay
amounts due on the outstanding debt securities of the series at the time of the
acceleration resulting from the event of default. However, we will remain liable
to pay these amounts.
AMENDMENTS TO THE INDENTURE AND WAIVER OF COVENANTS
Section 902 of the indenture provides that we may amend the indenture with
the consent of the holders of 66 2/3% of the outstanding debt securities of each
series affected by the amendments. However, unless we have the consent of each
holder of the affected debt securities, we may not:
- change the maturity date of the principal amount of, or any installment
of principal of or interest on, any debt security;
- reduce the principal amount of, premium, if any, or any interest on, any
debt security or reduce the amount of principal of an original issue
discount security that would be due and payable upon acceleration;
- change the place or currency of payment of the principal of, premium, if
any, or interest on, any debt security;
- impair your right to sue for payment with respect to any debt security
after its maturity date; or
7
- reduce the percentage of outstanding debt securities of any series which
is required to consent to an amendment of the indenture or to waive our
compliance with certain provisions of the indenture or certain defaults.
The holders of 66 2/3% of the outstanding debt securities of any series
may, on behalf of the holders of all debt securities of that series, waive our
compliance with certain restrictive covenants of the indenture. The holders of a
majority of the outstanding debt securities of any series may, on behalf of the
holders of all debt securities of that series, waive any past default under the
indenture with respect to that series, except (a) a default in the payment of
the principal of, premium, if any, or interest on any debt security of that
series, or (b) in respect of a provision which under the indenture cannot be
amended without the consent of each holder of the affected debt securities.
PAYMENTS, TRANSFER AND EXCHANGE
Unless otherwise indicated in the prospectus supplement, we will make
payments of principal, premium, if any, and interest on the debt securities, and
you may exchange and transfer the debt securities, at the office of the trustee
at One Bank One Plaza, Suite 0126, Chicago, Illinois 60670-0126, or at the
office of Bank One Trust Company in New York, 55 Water Street, 1st Floor, New
York, New York 10041. We may elect to pay any interest by check mailed by first
class mail to the address of the person entitled to receive the payment as it
appears in the trustee's security register.
We will not charge you for any transfer or exchange of debt securities, but
we may require you to pay any related tax or other governmental charge.
FORM OF DEBT SECURITIES
The debt securities will be issued in registered form. We will issue debt
securities only in denominations of $1,000 or integral multiples of that amount,
unless the prospectus supplement states otherwise.
Unless the prospectus supplement otherwise provides, debt securities will
be issued in the form of one or more global securities. This means that we will
not issue certificates to each holder. Rather, we would issue global securities
in the total principal amount of the debt securities distributed in that series.
GLOBAL SECURITIES
In General. Debt securities in global form will be deposited with or on
behalf of a depositary. Global securities are represented by one or more
certificates for the series registered in the name of the depositary or its
nominee. Debt securities in global form may not be transferred except as a whole
among the depositary, a nominee of or a successor to the depositary, or any
nominee of that successor. Unless otherwise identified in the prospectus
supplement, the depositary will be The Depository Trust Company.
No Depositary or Global Securities. If a depositary for a series of debt
securities is unwilling or unable to continue as depositary, and a successor is
not appointed by us within 90 days, we will issue that series of debt securities
in registered form in exchange for the global security or securities of that
series. We also may determine at any time in our discretion not to use global
securities for any series. In that event, we will issue debt securities in
registered form.
Ownership of the Global Securities; Beneficial Ownership. So long as the
depositary or its nominee is the registered owner of a global security, that
entity will be the sole holder of the debt securities represented by that
instrument. We and the trustee are only required to treat the depositary or its
nominee as the legal owner of the debt securities for all purposes under the
indenture.
A purchaser of debt securities represented by a global security will not be
entitled to receive physical delivery of certificated securities, will not be
considered the holder of those securities for any purpose under the indenture,
and will not be able to transfer or exchange the global security, unless the
prospectus supplement provides to the contrary. As a result, each beneficial
owner must rely on the procedures of the
8
depositary to exercise any rights of a holder under the indenture. In addition,
if the beneficial owner is not a direct or indirect participant in the
depositary, the beneficial owner must rely on the procedures of the participant
through which it owns its beneficial interest in the global security.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of the securities in certificated form. Those
laws and the above conditions may impair the ability to transfer beneficial
interests in the global securities.
THE DEPOSITORY TRUST COMPANY
The following is based on information furnished by The Depository Trust
Company and applies to the extent it is the depositary, unless otherwise stated
in the prospectus supplement:
Registered Owner. The debt securities will be issued as fully registered
securities in the name of Cede & Co., which is DTC's partnership nominee. No
single global security will be issued in a principal amount of more than $400
million. The trustee will deposit the global securities with DTC. The deposit of
the global securities with DTC and their registration in the name of Cede & Co.
will not change the beneficial ownership of the securities.
DTC Organization. DTC is a limited-purpose trust company organized under
the New York Banking Law, a "banking organization" within the meaning of that
law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered under the provisions of Section 17A of the Securities Exchange Act of
1934.
DTC is owned by a number of its direct participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Direct participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations who directly participate in DTC. Other entities indirectly
participate in DTC and may access DTC's system by clearing transactions through
or maintaining a custodial relationship with direct participants, either
directly or indirectly. The rules applicable to DTC and its participants are on
file with the SEC.
DTC Activities. DTC holds securities that its participants deposit with it.
DTC also facilitates the settlement among participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participants' accounts. This
eliminates the need for physical movement of securities certificates.
Participants' Records. Except as otherwise provided in the prospectus
supplement, the debt securities must be purchased by or thorough direct
participants, which will receive a credit for the debt securities on DTC's
records. The beneficial owner's ownership interest in the debt securities is in
turn recorded on the direct or indirect participants' records. Beneficial owners
will not receive written confirmations from DTC of their purchase, but they are
expected to receive them, along with periodic statements of their holdings, from
the direct or indirect participants through whom they entered into the
transaction.
Transfers of ownership interests in the global securities will be made on
the books of the participants on behalf of the beneficial owners. Certificates
representing the interests of the beneficial owners in the debt securities will
not be issued unless the use of global securities is suspended, as discussed
above.
DTC has no knowledge of the actual beneficial owners of the global
securities. Its records only reflect the identity of the direct participants as
owners of the debt securities. Those participants may or may not be the
beneficial owners. Participants are responsible for keeping account of their
holdings on behalf of their customers.
Notices Among DTC, Participants and Beneficial Owners. Notices and other
communications by DTC, its participants and the beneficial owners will be
governed by standing arrangements among them, subject to any legal requirements
in effect.
9
Voting Procedures. Neither DTC nor Cede & Co. will give consents for or
vote the global securities. DTC generally mails an omnibus proxy to us just
after any applicable record date. That proxy assigns Cede & Co.'s consenting or
voting rights to the direct participants to whose accounts the securities are
credited at that time.
Payments. Principal and interest payments made by us will be delivered to
DTC. DTC's practice is to credit direct participants' accounts on the applicable
payment date unless it has reason to believe it will not receive payment on that
date. Payments by participants to beneficial owners will be governed by standing
instructions and customary practices, as is the case with securities held for
customers in bearer form or registered in "street name." Those payments will be
the responsibility of that participant, and not DTC, the trustee or us, subject
to any legal requirements in effect at that time.
We are responsible for paying principal, interest and premium, if any, to
the trustee, which is responsible for making those payments to DTC. DTC is
responsible for disbursing those payments to direct participants. The
participants are responsible for disbursing payments to the beneficial owners.
REGARDING THE TRUSTEE
We maintain banking relationships in the ordinary course of business with
Bank One, N.A., an affiliate of the trustee under the indenture. Bank One, N.A.
participates as a lender in our syndicated revolving credit agreements in the
aggregate amount of $175.0 million. We also have debt securities currently
outstanding under the indenture.
PLAN OF DISTRIBUTION
We may sell the debt securities to or through underwriters or dealers, and
also may sell them directly or indirectly to one or more other purchasers or
through agents. These underwriters may include Salomon Smith Barney Inc. and
Morgan Stanley & Co. Incorporated, or a group of underwriters represented by one
or both of these firms. These firms also may act as agents.
The debt securities may be distributed from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to these prevailing
market prices or at negotiated prices.
In connection with the offering of the debt securities, certain
underwriters and their affiliates may engage in transactions that stabilize,
maintain or otherwise affect the market price of the debt securities. These
transactions may include stabilization transactions in accordance with Rule 104
of Regulation M, pursuant to which these persons may bid for or purchase the
debt securities for the purpose of stabilizing their market price. The
underwriters also may create a short position for the account of the
underwriters by selling more debt securities in connection with the offering
than they are committed to purchase from us, and in this case may purchase debt
securities in the open market following completion of the offering to cover the
short position. Any of the transactions described in this paragraph may result
in the maintenance of the price of the debt securities at a level above that
which might otherwise prevail in the open market. None of the transactions
described in this paragraph is required, but if any are undertaken, they may be
discontinued at any time.
In connection with the sale of the debt securities, underwriters may
receive compensation from us or from purchasers of the debt securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell the debt securities to or through dealers, and the dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of the debt securities may be deemed to be underwriters, and any
discounts or commissions received by them from us and any profit on the resale
of the debt securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. Any of these underwriters or
agents will be identified, and their compensation will be described, in the
prospectus supplement.
10
Underwriters and agents who participate in the distribution of the debt
securities may be contractually entitled to indemnification by us against
certain liabilities, including liabilities under the Securities Act of 1933, or
to contribution with respect to payments which the underwriters or agents may be
required to make with respect to these liabilities. These underwriters and
agents may be customers of, engage in transactions with, or perform services for
us in the ordinary course of business.
If so indicated in the prospectus supplement, we may authorize underwriters
or other persons acting as our agents to solicit offers by certain institutions
to purchase the debt securities from us pursuant to contracts providing for
payment and delivery on a future date. Institutions with which these contracts
may be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and others,
but in all cases these institutions must be approved by us. The obligations of
any purchaser under these contracts will be subject to the condition that the
purchase of the debt securities shall not at the time of delivery be prohibited
under the laws of the jurisdiction to which the purchaser is subject. The
underwriters and other agents will not have any responsibility in respect of the
validity or performance of these contracts.
VALIDITY OF DEBT SECURITIES
Unless otherwise indicated in the prospectus supplement, the validity of
the debt securities will be passed upon for Kimberly-Clark by O. George
Everbach, Esq., our Senior Vice President -- Law and Government Affairs, and for
the underwriters or agents by Cleary, Gottlieb, Steen & Hamilton, New York, New
York.
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedules incorporated in this prospectus by reference from
the Corporation's Annual Report on Form 10-K for the year ended December 31,
2000 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their reports which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
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$400,000,000
KIMBERLY-CLARK CORPORATION LOGO
5 5/8% NOTES DUE FEBRUARY 15, 2012
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PROSPECTUS SUPPLEMENT
FEBRUARY 5, 2002
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SALOMON SMITH BARNEY
JPMORGAN
BANC ONE CAPITAL MARKETS, INC.
BANC OF AMERICA SECURITIES LLC
HSBC
BNY CAPITAL MARKETS, INC.
ABN AMRO INCORPORATED
SUNTRUST ROBINSON HUMPHREY
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