As Filed with the Securities and Exchange Commission on March 1, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE GILLETTE COMPANY
(Exact name of registrant as specified in its charter)
Delaware _________ 04-1366970
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
Prudential Tower Building
Boston, MA 02199
(617) 421-7000
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
The Gillette Company Global Employee Stock Ownership Plan
(Full Title of Plan)
Secretary
The Gillette Company
Prudential Tower Building
Boston, Massachusetts 02199
(617) 421-7000
(Name, address, including zip code, and telephone number
including area code, of agent for service)
Copies to:
Joseph E. Mullaney, Esq.
The Gillette Company
Prudential Tower Building
Boston, Massachusetts 02119
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION> Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of each class of to be price per offering registration
securities to be registered registered share(1) price(1) fee
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value, 1,000,000 shs. $61.50 $61,500,000 $12,300.00
and an indeterminate number
of plan interests
</TABLE/
<FN>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933.
Exhibit Index on page 10;
Page 1 of 10 pages.
<PAGE>
&&&& PART II -#-&
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Gillette Company (the "Registrant" or the "Company") hereby incorporates
the following documents herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992.
(b) The Company's quarterly reports on Form 10-Q for the quarters ended
March 31, 1993, June 30, 1993 and September 30, 1993.
(c) The Company's Current Report on Form 8-K dated August 5, 1993.
(d) The Company's Current Report on Form 8-K dated May 7, 1993, as
amended by the Company's Current Report on Form 8-K/A dated
June 14, 1993.
(e) The Company's Current Report on Form 8-K dated December 30, 1985,
as amended by the Company's Form 8 dated January 18, 1990.
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this registration statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents.
Item 4. Description of Securities.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 580,000,000 shares of
Common Stock and 5,000,000 shares of preferred stock, without par value.
Common Stock
Subject to the preferences of any outstanding preferred stock, the holders of
Common Stock are entitled to receive dividends when and as declared by the
Board of Directors and paid by the Company. The holders of Common Stock are
entitled to one vote per share and to share ratably, after provision for
payment of creditors and for any payments to which the holders of any
outstanding preferred stock may be entitled, in the assets of the Company in
the event of any liquidation, dissolution or winding-up of the Company. There
is no cumulative voting. Other than the Rights referred to below, holders of
Common Stock have no preemptive or other subscription rights, and there are no
conversion, redemption or sinking fund provisions applicable thereto. The
Board of Directors is authorized to issue from time to time all of the
authorized and unissued shares of Common Stock.
At February 25, 1994, 220,973,835 shares of Common Stock were outstanding and
held of record by approximately 29,061 holders.
Preferred Stock
The Board of Directors is authorized to fix the terms of one or more series
of the class of preferred stock and to issue from time to time any or all of
the authorized and unissued shares of preferred stock. Issues of preferred
stock may limit or qualify the rights of holders of the Common Stock.
On January 17, 1990, pursuant to the Company's Employee Stock Ownership Plan
(the "ESOP"), the Company sold to the ESOP 165,872 shares of a new issue of
Series C Cumulative Convertible Preferred Stock (the "Series C Stock") for
$100 million, or $602.875 per share. The shares of Series C Stock pay an
annual dividend of 8% and will be allocated to eligible employees over a
ten-year period, which began in September 1990. Each share of Series C Stock
is entitled to vote as if it were converted to Common Stock and is convertible
into 20 shares of Common Stock at a conversion price of $30.14375 per share.
Each share of Series C Stock is currently entitled to five of the Rights
referred to below. No dividends may be paid on the Series A Stock referred to
below and the Common Stock unless full cumulative dividends on the Series C
Stock have been paid, and in the event of the <PAGE>
liquidation, dissolution or winding up of the Company, no distribution may be
made on the Series A Stock or the Common Stock before a liquidating
distribution equal to $602.875 plus accumulated and unpaid dividends is made on
each outstanding share of Series C Stock.
At February 25, 1994, 164,216.2 shares of Series C Stock were outstanding and
held of record by the ESOP trustee. At current conversion rates, these shares
of Series C Stock are convertible into 3,284,324.00 shares of Common Stock.
Certain Provisions of the Certificate of
Incorporation, Bylaws and Delaware Law
Under Article 9 of the Certificate of Incorporation of the Company and the
related provisions of Article XIII of the bylaws of the Company, the Board of
Directors of the Company is classified into three classes as nearly equal in
number as possible, with one class being elected each year for a three-year
term. A director may only be removed for cause and only by the majority vote
of the outstanding shares entitled to vote. The affirmative vote of at least
75% of the votes of the shares entitled to vote is required to amend or repeal
Article 9 of the Certificate of Incorporation or Article XIII of the bylaws or
to adopt any provision inconsistent therewith.
The bylaws provide that special meetings of stockholders may be called only
by the Chief Executive Officer or the Board of Directors of the Company. The
bylaws also provide that in general stockholder proposals intended to be
presented at a meeting of stockholders, including proposals for the nomination
of directors, must be received by the Company 60 days in advance of the meeting.
The Company's bylaws contain provisions requiring the Company to indemnify
any director, officer, employee or agent to the full extent permitted under
Delaware law. The Company's Certificate of Incorporation provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages arising out of the director's breach of that
person's fiduciary duty as a director, except to the extent that Delaware law
does not permit exemption from such liability.
The Board of Directors is expressly authorized to adopt, amend or repeal the
bylaws of the Company, except as provided in the Certificate of Incorporation
and subject to the power of the stockholders to adopt, amend or repeal the
bylaws.
The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. In general, this statute prohibits a
publicly-held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person becomes an interested stockholder, unless
the business combination is approved in a prescribed manner. An "interested
stockholder" is a person who, together with affiliates and associates, owns (or
within the prior three years did own) 15% or more of the corporation's voting
stock.
Rights Agreement
The Company has outstanding preferred stock purchase rights (the "Rights").
Upon the occurrence of certain events, each Right may be exercised to purchase
one two-hundredth of a share of Series A junior participating preferred stock
(the "Series A Stock") for $160. The Rights were issued pursuant to a Rights
Agreement dated as of November 26, 1986, and amended and restated as of
January 17, 1990, between the Company and The First National Bank of Boston
(the "Rights Agreement").
The Rights only become exercisable, or separately transferable, ten days
after a person acquires 20% or more, or ten business days after a tender offer
commences which could result in ownership by a person of more than 30%, of the
outstanding shares of Common Stock. If any person acquires 30% or more of the
outstanding shares of Common Stock (except in an offer for all Common Stock
which has been approved by the Board of Directors), or in the event of certain
mergers or other transactions involving a 20% or more stockholder, each Right
not owned by that person or related parties will enable its holder to purchase,
at the Right's exercise price, Common Stock (or a combination of Common Stock
and other assets) valued at $320. In the event of certain merger or asset sale
transactions with another party, similar terms would apply to the purchase of
that party's common stock.
The Rights, which have no voting power, expire on December 9, 1996. Upon
approval by the Board of Directors, the Rights may be redeemed for $.01 each
under certain conditions which may change after any person becomes a 20%
stockholder. At February 25, 1994, the Company had Rights outstanding as
follows: one quarter of a Right for each outstanding share of Common Stock and
a total of 821,081 Rights for the outstanding shares of Series C Stock.
<PAGE>
The Board of Directors has reserved 400,000 shares of Series A Stock for
issuance upon exercise of the Rights, which will have the following terms.
Each share of Series A Stock will be entitled, subject to the rights of holders
of any other series of preference stock having superior rights, to receive
cumulative quarterly cash dividends payable on the fifteenth day of January,
April, July and October in each year equal to the greater of (a) $20.00, or (b)
subject to certain anti-dilution adjustments, 100 times the aggregate per share
amount of all cash dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than a
dividend payable in shares of Common Stock, declared on the Common Stock since
the immediately preceding quarterly dividend payment date on the Series A
Stock. Accrued but unpaid dividends shall not bear interest.
Holders of shares of Series A Stock shall, subject to certain anti-dilution
adjustments, be entitled to 100 votes on all matters submitted to a vote of the
Company's stockholders, voting together with the Common Stock as a single
class, except as otherwise required by law. In the event that, at the time of
any annual meeting of stockholders for the election of directors, the amount of
dividends in arrears upon the Series A Stock shall be equal to six full
quarterly dividends, the holders of shares of Series A Stock, voting separately
as a class, shall have the right to elect two members of the Board of
Directors, which right shall continue until all accrued dividends shall have
been paid. In addition, during such time as dividends on the Series A Stock
are in arrears as set forth above, the terms of the Series A Stock limit the
Company's ability to pay dividends and to redeem or repurchase or otherwise
acquire shares of its stock.
Upon any liquidation (voluntary or otherwise), dissolution or winding up of
the Company, holders of Series A Stock shall be entitled to receive, before any
distribution is made with respect to shares of stock ranking junior to the
Series A Stock, an amount equal to the greater of (a) $200.00 per share, or (b)
subject to certain anti-dilution adjustments, 100 times the aggregate per share
amount to be distributed to holders of the Common Stock.
In the event of any consolidation, merger, combination or other transaction
in which the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or other property, then in any such case the
shares of Series A Stock shall be similarly exchanged or changed in an amount
per share, subject to certain anti-dilution adjustments, equal to 100 times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common
Stock is changed or exchanged.
The shares of Series A Stock will rank pari passu with (or, if determined by
the Board of Directors, junior and subordinate to) all other series of
preference stock of the Company with respect to dividends and/or liquidation
preference.
The Series A Stock may be issued in fractional shares, and is not subject to
mandatory redemption.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to the Company's Form 8 dated January 18,
1990. A copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is hereby incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Delaware law empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that that person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including employee
benefits plans) against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by that person
in connection with that action, suit or proceeding, to the extent that that
person (i) acted in good faith and in a manner that person reasonably believed
to be in or not opposed to the best interests of the corporation (including
with respect to any employee benefit plan actions in good faith and in a manner
reasonably believed to be in the interests of the beneficiaries of that
employee benefit plan), and (ii) with respect to any criminal action or
proceeding, had no reasonable cause to believe that the conduct was unlawful.
Delaware law also empowers a corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to <PAGE>
procure a
judgment in its favor by reason of the fact that the person acted in
any of the capacities set forth above (that is, a derivative action or suit)
against expenses (including attorneys' fees) actually and reasonably incurred
by that person in connection with the defense or settlement of such an action
or suit if that person acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to
which that person has been adjudged to be liable to the corporation unless and
to the extent that the Court of Chancery or the court in which the action or
suit was brought determines that, despite the adjudication of liability but in
view of all the circumstances of the case, that person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
Delaware law further provides that (i) to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action suit or proceeding referred to above or in the defense of any claim,
issue or matter in any such action, suit or proceeding, that person shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by that person in connection with that claim, issue or
matter, (ii) indemnification provided for by Delaware law shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled,
and (iii) a corporation may purchase and maintain insurance on behalf of a
director, officer, employee or agent of a corporation against any liability
asserted against that person or incurred by that person in any such capacity or
arising out of that person's status as such whether or not the corporation
would have the power to indemnify against such liabilities under Delaware law.
Delaware law also provides that determinations with respect to
indemnification shall be made (i) by the board of directors of a corporation by
a majority vote of a quorum consisting of directors who were not parties to the
action, suit or proceeding, (ii) by independent legal counsel in a written
opinion in cases where a quorum is not obtainable, or, even if obtainable when
a quorum of disinterested directors so directs, or (iii) by the stockholders of
the corporation.
The Company's bylaws allow advances of litigation expenses without further
action by the board of directors.
The Company's bylaws contain provisions requiring the Company to indemnify
any director, officer, employee or agent to the full extent permitted under
Delaware law and authorizing the Company to obtain insurance on behalf of any
such director, officer, employee or agent against liabilities, whether or not
the Company would have the power to indemnify under Delaware law and the
Company's bylaws.
The Company's bylaws also specify that any right to indemnification or
advancement of expenses under them continues as to a person who has ceased to
be a director, officer, employee or agent and inures to the benefit of that
person's heirs, executors and administrators.
The Company has obtained Directors' and Officers' Liability Insurance and
Company Reimbursement Liability Insurance which include insurance against
certain civil liabilities, including certain liabilities under the federal
securities laws. The Company also has Pension and Welfare Fund Fiduciary
Responsibility Insurance policies which insure directors, officers and
employees of the Company against liabilities while acting within the scope of
their fiduciary duties on behalf of the Company's Retirement Plan, Employees'
Savings Plan and other insured employee benefit plans.
Article 10.A of the Company's Certificate of Incorporation provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages arising out of the director's breach of that
person's fiduciary duty as a director, except to the extent that Delaware law
does not permit exemption from such liability. Article 10.A does not eliminate
the fiduciary duty of directors or affect their liability to anyone other than
the Company or its stockholders; instead, Article 10.A is designed only to
limit or eliminate the personal liability of directors for monetary damages to
the Company or the stockholders to the maximum extent permitted by Delaware law
as it now exists or may be amended in the future.
Current Delaware law contains express limitations on the ability to limit or
eliminate liability to a corporation or its stockholders. Under these
limitations, which Article 10.A incorporates by reference, a director remains
potentially liable for monetary damages to the corporation or the stockholders
for (i) breach of the director's duty of loyalty, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) an improper payment of a dividend or an improper repurchase of the
corporation's stock, as provided in Section 174 of the Delaware General
Corporation Law, or (iv) any transaction from which a director derives an
improper personal benefit.
Item 7. Exemption From Registration Claimed.
Not applicable. <PAGE>
Item 8. Exhibits.
Exhibit
23.1 Consent of KPMG Peat Marwick (filed herewith).
23.2 Consent of Coopers & Lybrand (filed herewith).
24.1 Power of Attorney (included on page 7 of this registration
statement under the caption "Power of Attorney").
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are
being made of the securities registered hereby a post-effective
amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this registration statement or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each post- effective amendment that
contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue. <PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the
28th day of February, 1994.
THE GILLETTE COMPANY
By: ALFRED M. ZEIEN
Alfred M. Zeien
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities and on the dates indicated. Each person whose
signature appears below hereby authorizes and constitutes Thomas F. Skelly and Joseph E. Mullaney, and
each of them singly, his true and lawful attorneys with full power to them, and each of them singly, to
sign for him and in his name in the capacities indicated below any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same, with exhibits thereto, and
other documents in connection therewith, and he hereby ratifies and confirms his signature as it may be
signed by said attorneys, or any of them, to any and all such amendments.
</TABLE>
<TABLE>
<CAPTION>
Signature Capacity in Which Signed Date
<S> <C> <C>
ALFRED M. ZEIEN
Alfred M. Zeien Principal Executive Officer: February 28, 1994
Chairman of the Board of Directors
and Chief Executive Officer<PAGE>
THOMAS F. SKELLY
Thomas F. Skelly Principal Financial Officer: February 17, 1994
President and Chief Financial Officer
ANTHONY S. LUCAS
Anthony S. Lucas Principal Accounting Officer: February 17, 1994
and Controller
JOSEPH E. MULLANEY
Joseph E. Mullaney Director February 17, 1994
WARREN E. BUFFET
Warren E. Buffett Director February 17, 1994
LAWRENCE E. FOURAKER
Lawrence E. Fouraker Director February 17, 1994
WILBUR H. GANTZ
Wilbur H. Gantz Director February 17, 1994
MICHAEL B. GIFFORD
Michael B. Gifford Director February 17, 1994
<PAGE>
Signature Capacity in Which Signed Date
CAROL R. GOLDBERG
Carol R. Goldberg Director February 17, 1994
HERBERT H. JACOBI
Herbert H. Jacobi Director February 17, 1994
RICHARD R. PIVIROTTI
Richard R. Pivirotto Director February 17, 1994
JUAN M. STETA
Juan M. Steta Director February 17, 1994
ALEXANDER R. TROWBRIDGE
Alexander R. Trowbridge Director February 17, 1994
JOSEPH F. TURLEY
Joseph F. Turley Director February 17, 1994
<PAGE>
EXHIBIT INDEX
Number Title of Exhibit Page
23.1 Consent of KPMG Peat Marwick (filed herewith).
23.2 Consent of Coopers & Lybrand (filed herewith).
24.1 Powers of Attorney (included on
page 7 of this registration statement
under the caption "Power of Attorney").
/TABLE
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the stockholders and Board of Directors
of The Gillette Company
We consent to the incorporation by reference herein of our
reports dated February 4, 1993 relating to the consolidated
balance sheets of The Gillette Company and subsidiary companies
as of December 31, 1992 and 1991, and the related consolidated
statements of income and earnings reinvested in the business and
cash flows and related schedules for each of the years in the
three-year period ended December 31, 1992, which reports appear
or are incorporated by reference in the December 31, 1992 annual
report on Form 10-K of The Gillette Company.
KPMG PEAT MARWICK
Boston, Massachusetts
March 1, 1994<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
To the stockholders and Board of Directors
of The Gillette Company
We consent to the incorporation by reference in the registration
statement of The Gillette Company on Form S-8 (File No. 33- ),
relating to the registration of one million shares of common
stock at $1.00 par value, of our report dated 12 May 1993 on our
audit of the consolidated financial statements of Parker Pen
Holdings Limited, as of 28 February 1993, and for the year ended
28 February 1993, which report is included in the Form 8-K/A
dated 14 June 1993.
Coopers & Lybrand
COOPERS & LYBRAND
Maidstone, England
28 February 1994
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the stockholders and Board of Directors
of The Gillette Company
We consent to the incorporation by reference herein of our
reports dated February 4, 1993 relating to the consolidated
balance sheets of The Gillette Company and subsidiary companies
as of December 31, 1992 and 1991, and the related consolidated
statements of income and earnings reinvested in the business and
cash flows and related schedules for each of the years in the
three-year period ended December 31, 1992, which reports appear
or are incorporated by reference in the December 31, 1992 annual
report on Form 10-K of The Gillette Company.
KPMG PEAT MARWICK
Boston, Massachusetts
March 1, 1994<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
To the stockholders and Board of Directors
of The Gillette Company
We consent to the incorporation by reference in the registration
statement of The Gillette Company on Form S-8 (File No. 33- ),
relating to the registration of one million shares of common
stock at $1.00 par value, of our report dated 12 May 1993 on our
audit of the consolidated financial statements of Parker Pen
Holdings Limited, as of 28 February 1993, and for the year ended
28 February 1993, which report is included in the Form 8-K/A
dated 14 June 1993.
Coopers & Lybrand
COOPERS & LYBRAND
Maidstone, England
28 February 1994
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the stockholders and Board of Directors
of The Gillette Company
We consent to the incorporation by reference herein of our
reports dated February 4, 1993 relating to the consolidated
balance sheets of The Gillette Company and subsidiary companies
as of December 31, 1992 and 1991, and the related consolidated
statements of income and earnings reinvested in the business and
cash flows and related schedules for each of the years in the
three-year period ended December 31, 1992, which reports appear
or are incorporated by reference in the December 31, 1992 annual
report on Form 10-K of The Gillette Company.
KPMG PEAT MARWICK
Boston, Massachusetts
March 1, 1994<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
To the stockholders and Board of Directors
of The Gillette Company
We consent to the incorporation by reference in the registration
statement of The Gillette Company on Form S-8 (File No. 33- ),
relating to the registration of one million shares of common
stock at $1.00 par value, of our report dated 12 May 1993 on our
audit of the consolidated financial statements of Parker Pen
Holdings Limited, as of 28 February 1993, and for the year ended
28 February 1993, which report is included in the Form 8-K/A
dated 14 June 1993.
Coopers & Lybrand
COOPERS & LYBRAND
Maidstone, England
28 February 1994
