SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, or 15(d) of
the Securities Exchange Act of 1934
KIMBERLY-CLARK CORPORATION
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
(to Registration Statement on Form 8-A
filed with the Commission on June 28, 1988)
The undersigned registrant hereby amends Items 1 and
2 of its Registration Statement on Form 8-A dated June 28,
1988, as set forth below:
Item 1. Description of Securities.
On June 8, 1995, the Board of Directors of Kimberly-
Clark Corporation (the "Company") approved an amendment and
restatement of the Rights Agreement, dated as of June 21, 1988,
between Kimberly-Clark Corporation and The First National Bank
of Boston (as so amended and restated, the "Amended and Re-
stated Rights Agreement"). The Rights Plan, as amended by the
Amended and Restated Rights Agreement (the "Amended Plan"),
eliminates (i) the stockholder referendum procedure that pro-
vided for the redemption of the Rights, prior to the acquisi-
tion by any person or group of 20% or more of the Company's
Common Stock, either by action of the Board of Directors or by
direct action of stockholders without the approval of the
Company's Board of Directors and, (ii) the qualified offer
provision that provided that the "flip-in" provision would not
apply in the event a person purchased at least 80% of the
Company's common stock pursuant to a cash tender offer for all
outstanding shares.
The Amended Plan extends the expiration date of the
Rights to June 8, 2005, ten years from the adoption of the
Amended and Restated Rights Agreement. In addition, the
Amended Plan increases the exercise price of each Right from
$100 per one two-hundredth of a share of the Company's Series A
Junior Participating Preferred Stock to $225 per one one-
hundredth of a share of the Company's Series A Junior Partici-
pating Preferred Stock, and provides that the Right associated
with each share of Common Stock, par value $1.25 per share, of
the Company shall be amended to represent a Right to purchase
one one-hundredth of a share of the Company's Series A Junior
Participating Preferred Stock.
The foregoing description of the Amended Plan is
qualified in its entirety by reference to the full text of the
Amended and Restated Rights Agreement, which is attached hereto
as Exhibit 1 and is incorporated herein by reference.
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Item 2. Exhibits
1. Rights Agreement, dated as of June 21, 1988, as
amended and restated as of June 8, 1995, between
Kimberly-Clark Corporation and The First National
Bank of Boston, as Rights Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the registrant has duly caused this amend-
ment to be signed on its behalf by the undersigned thereunto
duly authorized.
KIMBERLY-CLARK CORPORATION
By: /s/ Donald M. Crook
Name: Donald M. Crook
Title: Vice President and
Secretary
Dated: June 13, 1995
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INDEX TO EXHIBITS
Exhibit Page
1. Rights Agreement, dated as of June 21, 6
1988, as amended and restated as of
June 8, 1995, between Kimberly-Clark
Corporation and The First National Bank
of Boston, as Rights Agent.
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