SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The Clorox Company
(Name of Issuer)
Common Stock, Par Value $1.00
(Title of Class of Securities)
189054109
(CUSIP Number)
Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 14, 2011
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-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 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).
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 2 to the Schedule 13D relating to
the Common Stock, par value $1.00 (the "Shares"), issued by The Clorox Company
(the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and
Exchange Commission on February 11, 2011 and amended by amendment No.1 thereto
(as amended, the "Initial Schedule 13D"), on behalf of the Reporting Persons (as
defined in the Initial Schedule 13D), to furnish the additional information set
forth herein. All capitalized terms contained herein but not otherwise defined
shall have the meanings ascribed to such terms in the Initial Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following:
On July 14, 2011, Carl Icahn sent a letter (the "July 14 Letter") to Donald
R. Knauss, the Chairman and CEO of the Issuer, pursuant to which Mr. Icahn made
a proposal to acquire, through affiliated entities, all of the issued and
outstanding Shares not owned by the Reporting Persons for $76.50 per Share net
in cash. Mr. Icahn also disclosed that his affiliates have obtained a highly
confident letter (the "Highly Confident Letter") from Jefferies & Company, Inc.
regarding its ability to provide financing for the proposed transaction subject
to the terms and conditions set forth therein. The foregoing descriptions of the
July 14 Letter and the Highly Confident Letter are qualified in their entirety
by reference to the full text of each of the July 14 Letter and the Highly
Confident Letter, copies of which are attached hereto as Exhibits 1 and 2,
respectively, and are incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
On July 14, 2011, Carl Icahn sent the July 14 Letter to Donald R. Knauss,
the Chairman and CEO of the Issuer. In addition, on July 14, 2011, an affiliate
of Mr. Icahn obtained the Highly Confident Letter from Jefferies & Company, Inc.
Item 7. Material to be Filed as Exhibits
Exhibit 1 The July 14 Letter
Exhibit 2 The Highly Confident Letter
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: July 15, 2011
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
--------------------
Name: Dominick Ragone
Title: Chief Financial Officer
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN