Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
FORM S-8
REGISTRATION UNDER THE SECURITIES ACT OF 1933
THE GILLETTE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
04-1366970
(I.R.S. Employer Identification No.)
PRUDENTIAL TOWER BUILDING, BOSTON, MA 02199
(Address of Principal Executive Offices) (Zip Code)
THE GILLETTE COMPANY EMPLOYEES' SAVINGS PLAN
(Full title of the plan)
JILL C. RICHARDSON
SECRETARY
THE GILLETTE COMPANY
PRUDENTIAL TOWER BUILDING, BOSTON, MA 02199
(Name and address of agent for service)
(617) 421-8499
(Telephone number of agent for service)
Calculation of Registration Fee
Title of securities to be registered: Common stock, $1 par value
Amounts to be registered: 6,000,000
Proposed maximum offering price per unit 1: $80.563
Proposed maximum aggregate offering price 1: $483,378,000
Amount of registration fee: $166,682.07
1 Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices of the Common Stock as reported
on the New York Stock Exchange Composite Index for May 2, 1995.
The Gillette Company (the "Registrant") hereby incorporates by reference the
contents of the Registrant's Registration Statements on Form S-8, File Nos.
33-9495 and 33-56218.
There may also be offered shares of common stock of the Registrant which may
be issued to participants in the employee benefit plan described herein by
reason of future stock dividends, exchange rights or stock splits and, to the
extent required, interests in the Supplemental Savings Plan. In addition,
pursuant to Rule 416 (c) of the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursant to the employee benefit plan described herein.
Item 8. Exhibits.
Exhibit 23.1 Consent of KPMG Peat Marwick LLP, filed herewith.
Exhibit 23.2 Consent of KPMG Peat Marwick LLP, filed herewith.
Exhibit 24 Powers of Attorney, filed herewith.
Undertaking The Registrant hereby undertakes that it has submitted and will
submit the Plan and any amendments thereto to the Internal Revenue
Service (the "IRS") in a timely manner and has made
or will make all changes required by the IRS order to qualify
the Plan.
Signature
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of 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, Massachusetts on May 5, 1995.
The Gillette Company
By THOMAS F. SKELLY
Thomas F. Skelly
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Signatures Title Date
* ALFRED M. ZEIEN Chairman of the Board May 5, 1995
Alfred M. Zeien of Directors, Chief Executive
Officer and Director
*MICHAEL C. HAWLEY President and Chief May 5, 1995
Michael C. Hawley Operating Officer and
Director
*JOSEPH E. MULLANEY Vice Chairman of the Board May 5, 1995
Joseph E. Mullaney of Directors and Director
THOMAS F. SKELLY Senior Vice President and May 5, 1995
Thomas F. Skelly Chief Financial Officer
*ANTHONY S. LUCAS Vice President, Controller and May 5, 1995
Anthony S. Lucas Principal Accounting Officer
*WARREN E. BUFFETT Director May 5, 1995
Warren E. Bufett
*WILBUR H. GANTZ Director May 5, 1995
Wilbur H. Gantz
*MICHAEL B. GIFFORD Director May 5, 1995
Michael B. Gifford
*CAROL R. GOLDBERG Director May 5, 1995
Carol R. Goldberg
*HERBERT H. JACOBI Director May 5, 1995
Herbert H. Jacobi
*RICHARD R. PIVIROTTO Director May 5, 1995
Richard R. Pivirotto
*JUAN M. STETA Director May 5, 1995
Juan M. Steta
*ALEXANDER B. TROWBRIDGE Director May 5, 1995
Alexander B. Trowbridge
*JOSEPH F. TURLEY Director May 5, 1995
Joseph F. Turley
By THOMAS F. SKELLY
*Thomas F. Skelly
As Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the Savings Plan
Committee has duly caused this registration statement to be signed on its
behalfby the undersigned, thereunto duly authorized, in the City of Boston,
Massachusetts on May 5, 1995.
The Gillette Company Employees' Savings Plan
By ROBERT E. DICENSO
Robert E. DiCenso, Chairman, Savings Plan Committee
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
Savings Plan Committee
The Gillette Company Employees' Savings Plan
We consent to incorporation by reference herein of our report dated April 1,
1994 relating to the statements of net assets available for plan benefits of The
Gillette Company Employees' Savings Plan as of December 31, 1993 and 1992, and
the related statements of changes in net assets available for plan benefits
for each of the years in the three-year period ended December 31, 1993 and the
supplemental schedule of assets held for investment purposes as of December 31,
1993, which appears in the December 31, 1993 annual report on Form 11-K of
The Gillette Company Employees' Savings Plan.
KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
May 4, 1995
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Stockholders and Board of Directors of
The Gillette Company
We consent to incorporation by reference herein of our reports dated January
26, 1995 relating to the consolidated balance sheet ofThe Gillette Company and
subsidiary companies as of December 31, 1994 and 1993, and the related
consolidated statements of income and earnings reinvested in the business and
cash flows for each of the years in the three-year period ended December 31,
1994 and the related schedule of valuation and qualifying accounts, which
reports appear or are incorporated by reference in the December 31, 1994
annual report on Form 10-K of The Gillette Company.
KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
May 4, 1995
Exhibit 24
POWER OF ATTORNEY
We, the undersigned, hereby constitute Thomas F. Skelly and Joseph E.
Mullaney, or either of them, our true and lawful attorneys with full power to
sign for us in our name and in the capacity indicated below, this registration
statement and any and all amendments and supplements thereto, including
post-effective amendments, pursuant to the Securities Act of 1933, hereby
ratifying and confirming our signatures as they may be signed by our attorneys
or either of them, to said registration statement and to any and all
amendments and supplements thereto, including post-effective amendments.
WITNESS Our Hand and Seal on the Date set forth below.
Signatures Title Date
ALFRED M. ZEIEN Chairman of the Board May 5, 1995
Alfred M. Zeien of Directors, Chief Executive
Officer and Director
MICHAEL C. HAWLEYPresident, Chief OperatingMay 5, 1995
Michael C. Hawley Officer and Director
JOSEPH E. MULLANEYVice Chairman of the BoardMay 5, 1995
Joseph E. Mullaney of Directors and Director
ANTHONY S. LUCASVice President, Controller and May 5, 1995
Anthony S. Lucas Principle Accounting Officer
WARREN E. BUFFET Director May 5, 1995
Warren E. Buffett
WILBUR H. GANTZ Director May 5, 1995
Wilbur H. Gantz
MICHAEL B. GIFFORD Director May 5, 1995
Michael B. Gifford
CAROL R. GOLDBERG Director May 5, 1995
Carol R. Goldberg
HERBERT H. JACOBI Director May 5, 1995
Herbert H. Jacobi
RICHARD R. PIVIROTTO Director May 5, 1995
Richard R. Pivrotto
JUAN M. STETA Director May 5, 1995
Juan M. Steta
ALEXANDER B. TROWBRIDGE Director May 5, 1995
Alexander B. Trowbridge
JOSEPH F. TURLEY Director May 5, 1995
Joseph F. Turley
