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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 19, 1996
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THE GILLETTE COMPANY
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(Exact name of registrant as specified in charter)
DELAWARE 1-922 04-1366970
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
Prudential Tower Building, Boston, Massachusetts 02199
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 421-7000
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ITEM 5. OTHER EVENTS
On December 19, 1996, The Gillette Company announced a number of
management changes in connection with its proposed acquisition of Duracell
International Inc.
Copies of the press releases announcing these changes are attached to
this report as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release issued by The Gillette Company on December 19,
1996.
99.2 Press Release issued by The Gillette Company on December 19,
1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE GILLETTE COMPANY
By: /s/ Thomas F. Skelly
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Name: Thomas F. Skelly
Title: Senior Vice President
and Chief Financial Officer
Date: December 20, 1996
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EXHIBIT INDEX
Exhibit No. Description of Exhibits Page
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99.1 Press Release issued by The Gillette Company on
December 19, 1996.
99.2 Press Release issued by The Gillette Company on
December 19, 1996.
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EXHIBIT 99.1
THE Prudential Tower Building
[LOGO] GILLETTE Boston, MA 02199-8004
COMPANY
World Class Brands Products People
Date December 19, 1996
For Release Immediately
Contact David A. Fausch, Corporate Public Relations, (617) 421-7765
Everett R. Howe, Corporate Investor Relations, (617) 421-7750
DURACELL CHAIRMAN AND PRESIDENT ANNOUNCE
INTENTION TO LEAVE
BOSTON...Charles R. Perrin, chairman and chief executive officer,
Duracell International Inc., and Charles E. Kiernan, Duracell president
and chief operating officer, announced today their intention to resign
from Duracell following a short transition period after the merger with
The Gillette Company, which is expected to be approved by stockholders of
Duracell and Gillette on December 30.
In reaching their respective decisions to leave, Mr. Perrin and Mr.
Kiernan have each stated clearly that the merger is in the best interests
of Duracell and its future. Their departure, they explained, is related
to their personal interests in pursuing opportunities that each feels
would be more compatible with their experiences as the top executives of
a publicly held company rather than managing a subsidiary of another
company.
"We respect their decision and want to recognize their leadership in
building Duracell into the fine organization it has become under their
management. We welcome their assistance in the transition period after
the merger is approved," said Alfred M. Zeien, Gillette chairman and
chief executive officer.
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EXHIBIT 99.2
THE Prudential Tower Building
[LOGO] GILLETTE Boston, MA 02199-8004
COMPANY
World Class Brands Products People
Date December 19, 1996
For Release Immediately
Contact David A. Fausch, Corporate Public Relations, (617) 421-7765
Everett R. Howe, Corporate Investor Relations, (617) 421-7750
GILLETTE BOARD ELECTS DEGRAAN
TO HEAD DURACELL NORTH ATLANTIC
BOSTON...The Board of Directors of The Gillette Company today elected
Edward F. DeGraan executive vice president of the Company responsible for
the Duracell North Atlantic Group. The appointment will take effect upon
shareholder approval of the proposed merger of The Gillette Company and
Duracell International Inc., which is expected to occur at special
stockholder meetings of the two companies on December 30, 1996.
The Duracell North Atlantic Group, to be formed upon completion of the
merger, will include all Duracell technical and commercial operations in
the U.S., Canada, and Western Europe. The Duracell North Atlantic Group
will be located at Duracell headquarters in Bethel, CT. Duracell
operations outside of the North Atlantic region will be integrated with
the Gillette International Group in order to take advantage of Gillette's
existing marketing infrastructures in Latin America, Asia-Pacific,
Eastern Europe, Russia, and other regions.
The Board of Directors also elected Steven G. Staves, currently president
of Duracell International Development Markets, a corporate vice president
of The Gillette Company and president, Commercial Operations, of Duracell
North Atlantic, reporting to Mr. DeGraan. Mr. Staves, as head of
Commercial Operations, will be responsible for geographic sales and
marketing in the U.S., Canada and Europe.
The presidents for North America and Europe in the existing Duracell
organization will leave the Company after a brief transition period
following the merger approval. Mr. Staves will announce his organization
in January.
(More)
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Mr. DeGraan, who joined Gillette in 1968 as a management trainee, has
been senior vice president of manufacturing and technical operations for
the Gillette North Atlantic Group since 1988 and a corporate vice
president since 1994. His responsibilities have included all
manufacturing, distribution, and materials management in the North
Atlantic region for shaving, toiletries and personal care products. In
addition, he has had global responsibility for research and development,
engineering and program management for these product lines.
"Ed DeGraan will bring to Duracell North Atlantic an outstanding track
record of leading large, complex, and geographically diverse
organizations," said Gillette Chairman Alfred M. Zeien. "Under Ed's
leadership, Gillette North Atlantic has delivered unprecedented numbers
of new, technologically advanced products, including the Gillette family
of Sensor refillable shaving systems - the Sensor, Sensor for Women,
Sensor Excel, and Sensor Excel for Women, as well as the Gillette Series
line of men's toiletries, and Satin Care shave prep for women."
Mr. Staves, prior to joining Duracell in 1995, held senior sales and
marketing positions at Richardson-Vicks, Inc., Proctor and Gamble, and
Sterling Winthrop, Inc.
"Under the leadership of Steve Staves, Duracell's International
Development Markets have grown significantly," said Mr. Zeien.
Michael T. Cowhig was promoted to replace DeGraan a senior vice
president, manufacturing and technical operations for Gillette North
Atlantic. Mr. Cowhig is currently senior vice president, manufacturing
and technical operations, for the Stationery Products Group and
previously served in senior positions in the Gillette North Atlantic
Group. He joined Gillette in 1968 as a manufacturing management
trainee and has held a variety of manufacturing and technical operations
positions of increasing responsibility.
"Mike Cowhig brings to his new position excellent experience in all
aspects of technical operations and a very deep knowledge of the shaving,
personal care and toiletries product portfolio," said Mr. Zeien.
Founded in 1901, The Gillette Company is the world leader in male
grooming products, a category that includes blades and razors, shaving
preparations and electric shavers. Gillette also holds the number one
position worldwide in selected female grooming products, such as wet
shaving products and hair epilation devices. The Company is the world's
top seller of writing instruments and correction products. In addition,
the Company is the world leader in toothbrushes and oral care appliances.
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