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 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 1971 Stock Option 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 reg.
registered registered share(1) price(1) fee
Common Stock, $1.00 par 8,000,000 $62.93 $503,500,000 $100,700.00
(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 13
Page 1 of 17 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.
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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 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.
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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").
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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 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.
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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.
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.
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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 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.
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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.
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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").
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;
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(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 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.
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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
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 Principal Executive Officer: March 17, 1994
Alfred M. Zeien Chairman of the Chief
Executive Officer
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
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SIGNATURE CAPACITY IN WHICH SIGNED DATE
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
Re: The Gillette Company 1971 Stock Option Plan
Gentlemen:
In connection with the registration under the Securities Act of
1933 of 8,000,000 additional shares of Common Stock of The
Gillette Company ("the Company") which may be sold to employees
and directors under the 1971 Stock Option Plan as proposed to be
amended 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 sold.
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. I am assuming
approval by the shareholders on April 21, 1994 of the proposed
amendments to the 1971 Stock Option 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 of option certificates and other
documents in use 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 1971 Stock Option 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 sold 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, and the
applicable forms adopted for use under the Plan, will be legally
issued, fully paid and nonassessable.
5. Authorized shares of Common Stock, par value $1 per
share, when sold 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, and the
applicable forms adopted for use under the Plan, 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 sale 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 8,000,000 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
Re: The Gillette Company 1971 Stock Option Plan
Gentlemen:
In connection with the registration under the Securities Act of
1933 of 8,000,000 additional shares of Common Stock of The
Gillette Company ("the Company") which may be sold to employees
and directors under the 1971 Stock Option Plan as proposed to be
amended 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 sold.
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. I am assuming
approval by the shareholders on April 21, 1994 of the proposed
amendments to the 1971 Stock Option 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 of option certificates and other
documents in use 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 1971 Stock Option 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 sold 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, and the
applicable forms adopted for use under the Plan, will be legally
issued, fully paid and nonassessable.
5. Authorized shares of Common Stock, par value $1 per
share, when sold 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, and the
applicable forms adopted for use under the Plan, 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 sale 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 8,000.000 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
