As Filed with the Securities and Exchange Commission on August 11, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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)
Jill C. Richardson
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) 421-7000
Approximate date of commencement of proposed sale to the public:
From time to time after the effectiveness of the Registration Statement.
If any of the securities being registered on this
Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box.
If any of the securities being registered on thisForm are to be offered on
a delayed or continuous basispursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the
following box. XX
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Maximum Maximum
Amount offering aggregate Amount of
Title of each class of to be price per offering registration
securities to be registered registered unit<F1> unit<F1> fee
<S> <C> <C> <C> <C>
Common Stock, $1.00 3,317,440 shs. $69.00 $228,903,360 $78,932.19
par value<F2>
<fn1> Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) of the
Securities Act of 1933.
<fn2> There are also registered hereunder the Stock Purchase Rights attached to the Common Stock (See
Description of Capital Stock herein).
</TABLE>
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to
delay its effective date until the Registrant shall file
a further amendment which specifically states that this
Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
Subject to Completion, dated August 11, 1994
PROSPECTUS
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE
SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.
THE GILLETTE COMPANY
3,317,440 Shares
Common Stock
This prospectus covers up to 3,317,440 shares of
common stock, par value $1.00 per share (the "Common
Stock") of The Gillette Company which are being offered from time to time in
connection with the Company's Employee Stock Ownership Plan ("ESOP") and
related trust.
This prospectus also covers such additional shares as may be issuable
under the Plan in the event that the outstanding Common Stock of the Company
is changed or exchanged, by declaration of a stock dividend, stock
split or combination of shares, recapitalization or other capital change.
The Common Stock is traded on the New York Stock Exchange and the
Boston, Midwest, Pacific, London, Frankfurt and Zurich Exchanges.
The Company established the ESOP in 1990 and funded
the related trust with 165,872 shares of Series C
Preferred Stock (the "Series C Stock"). The Series C Stock is convertible
into Common Stock of the Company.
At retirement or other termination of employment,
assuming the employee has satisfied certain vesting
criteria, the employee is entitled to a distribution from the ESOP in the
form of shares of Common Stock or, at the employee's election, cash.
At the time the Company established the ESOP, the Company adopted a new
policy regarding payment of retiree health care benefits. To the extent any
employee who had been employed before July 1, 1990 chooses to participate
in the Company's retiree health program, he or she would
have to agree to apply all amounts held in his or her ESOP to pay the
Company's share of the employee's health insurance premiums, and would
direct that the payment of proceeds of periodic distributions from the ESOP
be made directly to the Company for the same purpose.
After the employee's ESOP account is depleted, the Company would
assume payment of the Company's share of the employee's
premiums from is own assets. Employees hired on or after
that date would be responsible for the full amount of the premiums for which
their ESOP accounts will provide a source of funds and, after their ESOP
account is depleted, the employees must arrange for payment from
other sources.
Participation in the retiree health program is
completely voluntary. Non-participants are entitled to
receive distributions from the ESOP at retirement or
other termination of employment. However, if an employee wants to participate
in the retiree health program, the
amounts in the employee's ESOP account must be used
solely for that purpose. The retiree may at any time
discontinue participation in the program and elect to receive amounts
remaining in his or her ESOP account in cash or shares of Common Stock.
To the extent that the sales pursuant to this plan may be deemed to
benefit the Company, the Company has filed a registration statement of
which this Prospectus is a part.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY
SUPPLEMENT HERETO. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1994.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be
inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the following regional
offices of the Commission: Seven World Trade Center, New York, New York
10048, and Northwest Atrium Center, 500
West Madison Street, Chicago, Illinois 60661. Copies of
such material can be obtained by mail at prescribed rates
from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. In
addition, such reports, proxy statements, and other information can be
inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York;
the Boston Stock Exchange, 1 Boston Place, Boston,
Massachusetts; the Midwest Stock Exchange Incorporated,
One Financial Plaza, 440 South LaSalle Street, Chicago,
Illinois; and the Pacific Stock Exchange, 301 Pine
Street, San Francisco, California.
The Company has filed with the Commission a
registration statement on Form S-3 with respect to the
securities offered hereunder (which, together with all
amendments and exhibits, is herein referred to as the
"Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus
does not contain all of the information set forth in the
Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of
the Commission. For further information, reference is
hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by
the Company with the Commission (File No. I-922) are
incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993.
2. The Company's Quarterly Reports on Form
10-Q for the quarters ended March 31, 1994 and June 30, 1994.
3. The Company's Current Report on Form 8-K
dated January 10, 1994.
4. 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 filed by the Company pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination of the
offering hereunder shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of the filing of such
documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of the Registration Statement and
this Prospectus to the extent that a statement contained
herein or in any subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such
statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the
Registration Statement or this Prospectus.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of any such person,
a copy of any or all of the documents which have been incorporated herein by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests
should be directed to Investor Relations Department, The
Gillette Company, Prudential Tower Building, Boston,
Massachusetts 02199, telephone: (617) 421-7000.
THE COMPANY
The Company's businesses range across several industry segments, including
blades and razors, toiletries and cosmetics, stationery products, electric
shavers, small household appliances, personal care appliances, oral care
appliances and preventive dentistry products. The Company is the world
leader in blades and razors. The Company holds a major position in North
America in sales of toiletries and is the world's top
seller of writing instruments. Braun is the number one
marketer of electric shavers in Germany and is among the
leaders in Europe, North America and Japan. Oral-B is among the top sellers
of toothbrushes in the United States and several international markets.
The Company is divided into four operating
units: the North Atlantic Group; the International
Group; the Diversified Group and the Stationery Products Group. The North
Atlantic Group manufactures and markets
the Company's shaving and personal care products in North
America and Western Europe. The International Group
produces and sells the Company's shaving, personal care
and stationery products outside North America and Western
Europe. The Diversified Group represents the Company's
nontraditional lines and consists of Braun, Oral-B and Jafra, each organized
on a worldwide product line basis. The Stationery Products Group
manufactures and markets the Company's stationery products in North America
and Western Europe.
The Company was incorporated under the laws of the State of
Delaware in 1917 as the successor of a Massachusetts corporation incorporated
in 1912 which corporation was the successor of a Maine corporation
organized in 1901 by King C. Gillette, inventor of the
safety razor. The principal office of the Company is
located at Prudential Tower Building, Boston, Massachusetts 02199, and its
telephone number is (617)421-7000.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 580,000,000
shares of Common Stock, $1.00 par value, 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.
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.
Certain Provisions of the Certificate of Incorporation,
Bylaws and Delaware Law
Under Article 9 of the Certificate ofIncorporation 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
commenced 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 of 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.
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.
PLAN OF DISTRIBUTION
The trustee of the Company's ESOP will from
time to time arrange for sales of Common Stock of the
Company on behalf of electing ESOP participants.
At the time the Company established the ESOP,
the Company adopted a new policy regarding payment of
retiree health care benefits. To the extent any employee
who had been employed before July 1, 1990 chooses to participate in the
Company's retiree health program, he
or she would have to agree to apply all amounts held in
his or her ESOP to pay the Company's share of the
employee's health insurance premiums, and would direct
that the payment of proceeds of periodic distributions
from the ESOP be made directly to the Company for the
same purpose. After the employee's ESOP account is
depleted, the Company would assume payment of the
Company's share of the employee's premiums from is own
assets. Employees hired on or after that date would be
responsible for the full amount of the premiums for which their ESOP
accounts will provide a source of funds and, after their
ESOP account is depleted, the employees must arrange for payment
from other sources.
Participation in the retiree health program is completely
voluntary. Non-participants are entitled to
receive distributions from the ESOP at retirement or
other termination of employment. However, if an employee
wants to participate in the retiree health program, the
amounts in the employee's ESOP account must be used solely for that
purpose. The retiree may at any time
discontinue participation in the program and elect to
receive amounts remaining in his or her ESOP account in
cash or shares of Common Stock.
The trustee of the Company's ESOP will from time to time
convert the Company's Series C Stock into
Common Stock on behalf of ESOP participants. Thereafter,
the Company or the trustee will arrange for the sales of
the Common Stock on behalf of electing participants.
Common Stock being offered hereby may be sold
from time to time in transactions (which may involve crosses and
block transactions) on the NYSE, or other
United States exchanges where the Common Stock of the
Company is listed, in negotiated transactions or
otherwise, at market prices prevailing at the time of the
sale or at negotiated prices. Some or all of the Common
Stock may be sold in transactions involving broker-dealers,
who may act solely as agent and/or may acquire
Common Stock as principal. Broker-dealers participating
in such transactions as agent may receive commissions
from the seller (and, if they act as agent for the
purchaser of such Common Stock, from the purchaser), such
commissions to be computed in appropriate cases inaccordance
with the applicable rules of the NYSE, which
commissions may be at negotiated rates where permissible
under such rules. Participating broker-dealers may agree
to sell a specified amount of Common Stock at a
stipulated price per share and, to the extent such
broker-dealer is unable to do so acting as an agent for
the seller, to purchase as principal any unsold Common
Stock at the price required to fulfill the broker-
dealer's commitment.
The Company will have no involvement in the
sales other than arranging for the sales to be made.
LEGAL MATTERS
The validity of the issuance of the Common
Stock offered hereby will be passed upon for the Company
by Joseph E. Mullaney, Esquire, Vice Chairman of the
Company. As of August 1, 1994, Mr. Mullaney held
47,736 shares of Common Stock, options to purchase
128,000 shares of Common Stock and, indirectly through
his interest in the ESOP, 10.1 shares of Series C Stock.
EXPERTS
The consolidated financial statements of the
Company and schedules as of December 31, 1993 and 1992,
and for each of the years in the three-year period ended
December 31, 1993, incorporated by reference herein, have
been incorporated by reference herein in reliance upon
the reports of KPMG Peat Marwick, independent certified
public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting
and auditing. The consolidated financial statements of
Parker Pen Holdings Limited as of February 28, 1993, and
for the year ended February 28, 1993, incorporated by
reference herein, have been incorporated by reference
herein in reliance upon the report of Coopers & Lybrand,
independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
SEC Registration Fee $78,932.19
Printing and engraving expenses 100
Accounting fees and expenses 3,000
Legal fees and expenses 5,000
Miscellaneous 1,000
________
Total $88,032.19
* All amounts except the SEC Registration Fee are estimated.
Item 15. 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 attorney's 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 devidend 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 16. Exhibits.
Exhibit No. Description
4.1 - Composite Certificate of Incorporation of The
Gillette Company, as amended, filed as Exhibit
3(a) to The Gillette Company Annual Report on
Form 10-K for the year ended December 31, 1989,
Commission File No. I-922 (incorporated by reference
herein).
4.2 - The Bylaws of The Gillette Company, as amended April
15, 1993, filed as Exhibit 3(b) to The Gillette
Company Quarterly Report on Form 10-Q for the quarter
ended March 31, 1993, Commission File No. I-922
(incorporated by reference herein).
4.3 - Rights Agreement dated as of November 26, 1986, and
amended and restated as of January 17, 1990, between
The Gillette Company and The First National Bank of
Boston, filed as Exhibit 1 to The Gillette Company
Form 8, dated January 18, 1990, Commission File
No. I-922 (incorporated by reference herein).
4.4 - Specimen of form of Common Stock Certificate
representing ownership of The Gillette Company Common
Stock $1.00 par value as adopted by the Board of
Directors of the Company on December 15, 1977, filed as
Exhibit 4(a) to The Gillette Company Annual
Report on Form 10K for the year ended December 31,
1986, Commission filed No. I-922 (incorporated by
reference herein).
5 - Opinion of Joseph E. Mullaney, Esquire (filed
herewith).
23.1 - Consent of KPMG Peat Marwick (filed herewith).
23.2 - Consent of Coopers & Lybrand (filed herewith).
23.3 - Consent of Joseph E. Mullaney, Esquire is
contained in Exhibit 5.
24.1 - Power(s) of Attorney (filed herewith).
Item 17. 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 purposes of determining any
liability under the Securities Act of 1933, the
information omitted from the form of prospectus
filed as part of this registration statement in
reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act
of 1933 shall be deemed to be part of this
registration statement as of the time it was
declared effective.
(3) 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.
(4) 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.
(5) 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.
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-3 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 10th day of August, 1994.
THE GILLETTE COMPANY
By: __________*_____________
Alfred M. Zeien
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed
below on the 10th day of August, 1994 by the following
persons in the capacities indicated.
Principal Executive Officer:
ALFRED M. ZEIEN*
Chairman of the Board
of Directors, Chief
Executive Officer
and Director
Principal Financial Officer:
THOMAS F. SKELLY*
Senior Vice President
and Chief Financial Officer
Principal Accounting Officer:
ANTHONY S. LUCAS*
Vice President and Controller
Directors:
JOSEPH E. MULLANEY*
Vice Chairman of the Board
and Director
WARREN E. BUFFETT*
WILBUR H. GANTZ*
MICHAEL B. GIFFORD*
CAROL R. GOLDBERG*
HERBERT H. JACOBI*
RICHARD R. PIVIROTTO*
JUAN M. STETA* *By: /s/ Thomas F. Skelly
ALEXANDER B.TROWBRIDGE* Thomas F. Skelly, as
JOSEPH F. TURLEY* attorney-in-fact
Exhibit Index
Exhibit No. Description
4.1 - Composite Certificate of Incorporation of The
Gillette Company, as amended, filed as Exhibit
3(a) to The Gillette Company Annual Report on
Form 10-K for the year ended December 31, 1989,
Commission File No. I-922 (incorporated by
reference herein).
4.2 - The Bylaws of The Gillette Company, as amended April
15, 1993, filed as Exhibit 3(b) to The Gillette
Company Quarterly Report on Form 10-Q for the quarter
ended March 31, 1993, Commission File No. I-922
(incorporated by reference herein).
4.3 - Rights Agreement dated as of November 26, 1986, and
amended and restated as of January 17, 1990, between
The Gillette Company and The First National Bank of
Boston, filed as Exhibit 1 to The Gillette Company
Form 8, dated January 18, 1990, Commission File
No. I-922 (incorporated by reference herein).
4.4 - Specimen of form of Common Stock Certificate
representing ownership of The Gillette Company Common
Stock $1.00 par value as adopted by the Board of
Directors of the Company on December 15, 1977, filed as
Exhibit 4(a) to The Gillette Company Annual
Report on Form 10K for the year ended December 31,
1986, Commission file No. I-922 (incorporated
by reference herein).
5 - Opinion of Joseph E. Mullaney, Esquire (filed herewith).
23.1 - Consent of KPMG PeatMarwick (filed herewith).
23.2 - Consent of Coopers & Lybrand (filed herewith).
23.3 - Consent of Joseph E. Mullaney, Esquire is
contained in Exhibit 5.
24.1 - Power(s) of Attorney (filed herewith).
EXHIBIT 5 - OPINION OF JOSEPH E. MULLANEY, ESQUIRE
August 1, 1994
The Gillette Company
Prudential Tower Building
Boston, MA 02199
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration statement on
Form S-3 (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended, for
the registration of 3,317,440 shares of Common Stock, $1.00 par value (the
"Shares"), of The Gillette Company, a Delaware corporation (the "Company").
The Shares to be sold are to be issued by the Company pursuant to the Company's
ESOP. The trustee of the Company's ESOP will from time to time convert the
Company's Series C ESOP Convertible Preferred Stock (the "ESOP Stock") into
Shares on behalf of ESOP participants. Thereafter, the Company or the trustee
will arrange for the sale of the Shares on behalf of electing ESOP
participants.
I am the Vice Chairman of the Board of the Company, and I or attorneys on my
staff or retained by the Company have acted as counsel to the Company in
connection with the preparation of the Registration Statement and the
documents, certificates and records governing the conversion of the ESOP Stock
into Shares, the issue of the Shares by the Company and the sale by the Company
or the trustee of the Shares. Wherever this opinion refers to any action taken
by us, such action has either actually been taken by me or has been taken on my
behalf by lawyers on the Company's staff or retained by the Company. For
purposes of my opinion, we have examined and relied upon such documents,
records, certificates and other instruments as we have deemed necessary.
Based upon the foregoing, I am of the opinion that the Shares have been duly
authorized and, when issued and sold on behalf of electing ESOP participants,
will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as part of the Registration
Statement and to the use of my name therein and in the related prospectus under
the caption "Legal Matters."
The Gillette Company
August 1, 1994
Page Two
This opinion is to be used only in connection with the offer and sale of the
Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Joseph E. Mullaney, Esq.
JEM/mc
EXHIBIT 23.1 - CONSENT OF KMPG PEAT MARWICK
Consent of Independent Auditors
The Stockholders and Board of Directors
The Gillette Company:
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick
Boston, Massachusetts
August 5, 1994
EXHIBIT 23.2 - CONSENT OF COOPERS & LYBRAND
INDEPENDENT AUDITORS' CONSENT
To the Stockholders and Board of Directors
of The Gillette Company:
We consent to the incorporation in the Quarterly Report of The
Gillette Company to the Securities and Exchange Commission for the period ended
30 June 1994 on Form 10-Q, and to the incorporation in the registration
statement of The Gillette Company, relating to the registration of 3,317,440
shares of the Common Stock of The Gillette Company in connection with its
Employee Stock Ownership Plan, 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.
Coopers & Lybrand
Maidstone, England
3 August 1994
EXHIBIT 24.1 - POWER(S) OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Joseph E. Mullaney and Thomas F.
Skelly, and each of them, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign a
registration statement for the purpose of registering under the Securities Act
of 1933, as amended, up to 3,317,440 Shares of Common Stock of The Gillette
Company (the "Registration Statement") and any and all amendments (including
post-effective amendments) to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully as
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, shall do or cause to be done
by virtue hereof.
This instrument has been signed by the following persons in the capacities
and on the dates indicated.
Signature Title Date
/s/ Alfred M. Zeien Chairman of the Board of July 28, 1994
Alfred M. Zeien Directors and Chief Executive
Officer (Principal Executive
Officer) and Director
/s/ Joseph E. Mullaney Vice Chairman of the Board July 28, 1994
Joseph E. Mullaney of Directors and Director
/s/ Thomas F. Skelly Senior Vice President and July 28, 1994
Thomas F. Skelly Chief Financial Officer
(Principal Financial Officer)
/s/ Anthony S. Lucas Vice President and Controller July 28, 1994
Anthony S. Lucas (Principal Accounting Officer)
/s/ Warren E. Buffett Director July 28, 1994
Warren E. Buffett
/s/ Wilbur H. Gantz Director July 28, 1994
Wilbur H. Gantz
/s/ Michael B. Gifford Director July 28, 1994
Michael B. Gifford
/s/ Carol R. Goldberg Director July 28, 1994
Carol R. Goldberg
/s/ Herbert H. Jacobi Director July 28, 1994
Herbert H. Jacobi
/s/ Richard R. Pivirotto Director July 28, 1994
Richard R. Pivirotto
/s/ Juan M. Steta Director July 28, 1994
Juan M. Steta
/s/ Alexander B. Trowbridge Director July 28, 1994
Alexander B. Trowbridge
/s/ Joseph F. Turley Director July 28, 1994
Joseph F. Turley
