As Filed with the Securities and Exchange Commission on April 25 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
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 Outside Directors' 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 02199
(617) 421-7868
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each class of Amount to offering aggregate Amount
securities to be be price per offering of registration
registered registered share(1) price)1) fee
Common Stock, $1.00 par 25,000 shs. $62.93 $1,573.438 $314.69
value
(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 12
Page 1 of 16 pages.
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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, 1993.
(b) The Company's Current Report on Form 8-K dated August
5, 1993.
(c) 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.
(d) 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.
(e) The Company's Current Report on Form 8-K dated January
10, 1994.
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.
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At April 20, 1994, 221,039,159 shares of Common Stock were
outstanding and held of record by approximately 29,127 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 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 April 20, 1994, 164,118.1509 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
3,282,363 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.
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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.
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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 April 20, 1994, the
Company had Rights outstanding as follows: one quarter of a Right
for each outstanding share of Common Stock and a total of 820,591
Rights for the outstanding shares of Series C Stock.
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.
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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.
In the opinion of counsel for the Company, the shares of Common
Stock previously issued and held in the treasury of the Company and
any authorized but unissued shares of Common Stock, when sold
pursuant to the plan, will be legally issued, fully paid, and
nonassessable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Joseph E. Mullaney, Vice Chairman of
the Board of Directors. On March 31, 1994, Mr. Mullaney owned
directly or indirectly or had exercisable options to purchase a total
of 125,761 shares of Gillette Common Stock, including vested shares
held for his account under The Gillette Company Employees' Savings
Plan and Employee Stock Ownership Plan.
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.
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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 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.
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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.
Item 8. Exhibits.
Exhibit
5. Opinion of Joseph E. Mullaney, as counsel for the
Company, as to the legality of the securities being
registered (filed herewith).
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 11 of this
registration statement under the caption "Power of
Attorney").
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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.
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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 6 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.
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 20th
day of April, 1994.
THE GILLETTE COMPANY
By:JOSEPH E. MULLANEY
Joseph E. Mullaney
Vice Chairman of the Board
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.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
ALFRED M. ZEIEN
Alfred M. Zeien Principal Executive Officer: March 17, 1994
Chairman of the Board of
Directors and Chief
Executive Officer
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SIGNATURE CAPACITY IN WHICH SIGNED DATE
THOMAS F. SKELLY
Thomas F. Skelly Principal Financial Officer: March 17, 1994
Senior Vice President and
Chief Financial Officer
ANTHONY S. LUCAS
Anthony S. Lucas Principal Accounting Officer: March 17, 1994
Vice President and Controller
JOSEPH E. MULLANEY
Joseph E. Mullaney Director March 17, 1994
WARREN E. BUFFETT
Warren E. Buffett Director March 17, 1994
LAWRENCE E. FOURAKER
Lawrence E. Fouraker Director March 17, 1994
WILBUR H. GANTZ
Wilbur H. Gantz Director March 17, 1994
MICHAEL B. GIFFORD
Michael B. Gifford Director March 17, 1994
CAROL R. GOLDBERG
Carol R. Goldberg Director March 17, 1994
HERBERT H. JACOBI
Herbert H. Jacobi Director March 17, 1994
RICHARD R. PIVIROTTO
Richard R. Pivirotto Director March 17, 1994
JUAN M. STETA
Juan M. Steta Director March 17, 1994
ALEXANDER B. TROWBRIDGE
Alexander B. Trowbridge Director March 17, 1994
JOSEPH F. TURLEY
Joseph F. Turley Director March 17, 1994
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EXHIBIT INDEX
NUMBER TITLE OF EXHIBIT
5. Opinion of Joseph E. Mullaney, as counsel for
the Company, as to the legality of the securities
being registered (filed herewith).
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 11 of
this registration statement under the caption
"Power of Attorney").
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Exhibit 5
April 20, 1994
The Gillette Company
Prudential Tower Building
Boston, MA 02199
The Gillette Company Outside Directors Stock Ownership Plan
Gentlemen:
In connection with the registration under the Securities Act of
1933 of 25,000 shares of Common Stock of The Gillette Company
("the Company") which may be distributed to directors under the
Outside Directors Stock Ownership Plan as proposed to be
approved by the shareholders on April 21, 1994 ("the Plan"), the
Company has requested my opinion as to the validity of the
shares of Common Stock which may be distributed.
I am the Vice Chairman of the Company. In rendering this
opinion, I am relying in part upon prior opinions of counsel for
the Company and in part upon my own knowledge of the affairs of
the Company since those opinions were rendered. Also, I am
assuming approval by the shareholders on April 21, 1994 of the
Plan. I am familiar with the Plan, with resolutions of the
Board of Directors and of the Personnel Committee of the Board
of Directors relating to the Plan, and with the forms to be used
under the Plan and I have examined such other documents as I
have deemed necessary for purposes of this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a duly organized and validly existing
corporation under the laws of the state of Delaware, where the
Company is incorporated.
2. 580,000,000 shares of Common Stock of the Company, par
value $1 per share, are presently authorized.
3. 278,734,659 shares of the Common Stock of the Company,
par value $1 per share, issued on the date hereof (including
57,695,503 shares in the treasury of the Company) are legally
issued, fully paid, and nonassessable.
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The Gillette Company Outside Directors Stock Ownership Plan
April 20, 1994
Page 2
4. Shares of the Common Stock of the Company, par value $1
per share, previously issued and held in the treasury of the
Company, when distributed in accordance with the provisions of
the Plan and the applicable resolutions of the Board of
Directors and the Personnel Committee of the Board of Directors,
will be legally issued, fully paid and nonassessable.
5. Authorized shares of Common Stock, par value $1 per
share, when distributed in accordance with the provisions of the
Plan and the applicable resolutions of the Board of Directors
and the Personnel Committee of the Board of Directors, will be
legally issued, fully paid and nonassessable.
I understand that this opinion is to be used in connection with
the Registration Statement on Form S-8 under the Securities Act
of 1933 relating to the distribution of shares of the Common
Stock of the Company under the Plan. I consent to the filing of
this opinion as an exhibit to the Registration Statement and any
amendments thereto, and to the use of my name in the
Registration Statement and any amendment thereto and in the
related Prospectus.
Very truly yours,
JOSEPH E. MULLANEY
Joseph E. Mullaney
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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 January 27, 1994 relating to the consolidated
balance sheets of The Gillette Company and subsidiary companies
as of December 31, 1993 and 1992, 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, 1993, which reports appear
or are incorporated by reference in the December 31, 1993 annual
report on Form 10-K of The Gillette Company.
KPMG PEAT MARWICK
Boston, Massachusetts
April 22, 1994
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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 25,000 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
April 21, 1994
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Exhibit 5
April 20, 1994
The Gillette Company
Prudential Tower Building
Boston, MA 02199
The Gillette Company Outside Directors Stock Ownership Plan
Gentlemen:
In connection with the registration under the Securities Act of
1933 of 25,000 shares of Common Stock of The Gillette Company
("the Company") which may be distributed to directors under the
Outside Directors Stock Ownership Plan as proposed to be
approved by the shareholders on April 21, 1994 ("the Plan"), the
Company has requested my opinion as to the validity of the
shares of Common Stock which may be distributed.
I am the Vice Chairman of the Company. In rendering this
opinion, I am relying in part upon prior opinions of counsel for
the Company and in part upon my own knowledge of the affairs of
the Company since those opinions were rendered. Also, I am
assuming approval by the shareholders on April 21, 1994 of the
Plan. I am familiar with the Plan, with resolutions of the
Board of Directors and of the Personnel Committee of the Board
of Directors relating to the Plan, and with the forms to be used
under the Plan and I have examined such other documents as I
have deemed necessary for purposes of this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a duly organized and validly existing
corporation under the laws of the state of Delaware, where the
Company is incorporated.
2. 580,000,000 shares of Common Stock of the Company, par
value $1 per share, are presently authorized.
3. 278,734,659 shares of the Common Stock of the Company,
par value $1 per share, issued on the date hereof (including
57,695,503 shares in the treasury of the Company) are legally
issued, fully paid, and nonassessable.
<PAGE>
The Gillette Company Outside Directors
Stock Ownership Plan
April 20, 1994
Page 2
4. Shares of the Common Stock of the Company, par value $1
per share, previously issued and held in the treasury of the
Company, when distributed in accordance with the provisions of
the Plan and the applicable resolutions of the Board of
Directors and the Personnel Committee of the Board of Directors,
will be legally issued, fully paid and nonassessable.
5. Authorized shares of Common Stock, par value $1 per
share, when distributed in accordance with the provisions of the
Plan and the applicable resolutions of the Board of Directors
and the Personnel Committee of the Board of Directors, will be
legally issued, fully paid and nonassessable.
I understand that this opinion is to be used in connection with
the Registration Statement on Form S-8 under the Securities Act
of 1933 relating to the distribution of shares of the Common
Stock of the Company under the Plan. I consent to the filing of
this opinion as an exhibit to the Registration Statement and any
amendments thereto, and to the use of my name in the
Registration Statement and any amendment thereto and in the
related Prospectus.
Very truly yours,
JOSEPH E. MULLANEY
Joseph E. Mullaney
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 January 27, 1994 relating to the consolidated
balance sheets of The Gillette Company and subsidiary companies
as of December 31, 1993 and 1992, 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, 1993, which reports appear
or are incorporated by reference in the December 31, 1993 annual
report on Form 10-K of The Gillette Company.
KPMG PEAT MARWICK
Boston, Massachusetts
April 22, 1994
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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 25,000 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
April 21, 1994
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