SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE GILLETTE COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 04-1366970
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(State of incorporation or organization) (IRS Employer
Identification No.)
4800 Prudential Tower Building, Boston, Massachusetts 02199
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Boston Stock Exchange, Inc.
Chicago Stock Exchange
Incorporated
The Pacific Stock Exchange
Incorporated
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Securities to be Registered.
On December 14, 1995, the Board of Directors of The
Gillette Company (the "Company") renewed its existing Rights
Agreement, dated as of November 26, 1986, as amended and restated
as of January 17, 1990, between the Company and The First
National Bank of Boston (the "Existing Rights Agreement") and
declared a dividend distribution of one Right for each share of
the Company's common stock, par value $1.00 per share (the
"Common Stock"), and 40 Rights for each share of the Company's
Series C ESOP Convertible Preferred Stock, no par value per share
(the "Series C Preferred Stock"), outstanding upon the
"Expiration Date" under the Existing Rights Agreement (the
"Record Date"). The Record Date is expected to occur on December
9, 1996, but may occur in advance of that time under certain
circumstances. Each Right will replace the preferred stock
purchase rights outstanding under the Existing Rights Agreement
and initially entitles the registered holder to purchase from the
Company one ten-thousandth of a share of Series A Junior
Participating Preferred Stock, without par value, of the Company
(the "Preferred Stock"), or in certain circumstances, to receive
cash, property, Common Stock or other securities of the Company,
at a purchase price (the "Purchase Price") of $225.00 per one
ten-thousandth a share of Preferred Stock, subject to adjustment
(the "Rights"). The description and terms of the Rights are set
forth in a Renewed Rights Agreement (the "Renewed Rights
Agreement") between the Company and The First National Bank of
Boston, as Rights Agent. Capitalized terms used and not defined
herein shall have the respective meanings ascribed to such terms
in the Renewed Rights Agreement.
Initially, the Rights will be attached to all
certificates representing shares of Common Stock, and no separate
Rights certificates will be distributed. The Rights will
separate from the Common Stock and a "Distribution Date" will
occur upon the earlier of (i) 10 business days (or such specified
or unspecified later date as the Company's Board of Directors may
determine before a Distribution Date occurs) following a public
announcement by the Company that a person or group of affiliated
or associated persons, with certain exceptions (an "Acquiring
Person"), has acquired, or has obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding shares of
Common Stock (the date of such announcement being the "Stock
Acquisition Date") or (ii) 10 business days (or such specified or
unspecified later date as the Company's Board of Directors may
determine before a Distribution Date occurs) following the
commencement of a tender offer or exchange offer that would
result in a person becoming an Acquiring Person.
Until the Distribution Date, (i) the Rights will be
evidenced by the certificates for Common Stock and Series C
Preferred Stock, respectively, and will be transferred with and
only with such Common Stock certificates and (ii) the surrender
for transfer of any certificates for Common Stock or Series C
Preferred Stock, as the case may be, outstanding will also
constitute the transfer of the Rights associated with the Common
Stock or Series C Preferred Stock, as the case may be,
represented by such certificates.
The Rights are not exercisable until the Distribution
Date and will expire on December 14, 2005 (the "Final Expiration
Date"), subject to extension, unless earlier redeemed or expired
under the terms of the Renewed Rights Agreement.
As soon as practicable after the Distribution Date,
separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common
Stock and Series C Preferred Stock as of the close of business on
the Distribution Date, and from and after the Distribution Date,
the separate Rights Certificates alone will evidence the Rights.
Except as otherwise required by the Renewed Rights Agreement or
determined by the Board of Directors of the Company, only shares
of Common Stock and Series C Preferred Stock issued prior to the
Distribution Date will be issued with Rights.
In the event (a "Flip-In Event") a Person becomes an
Acquiring Person (except pursuant to a tender or exchange offer
for all outstanding shares of Common Stock at a price and on
terms which a majority of the Company's Outside Directors
determines to be fair to and otherwise in the best interests of
the Company and its stockholders (a "fair offer")), each holder
of a Right will thereafter have the right to receive, upon
exercise of such Right, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company)
having a Current Market Price equal to two times the Purchase
Price of the Right. Notwithstanding the foregoing, following the
occurrence of a Flip-In Event, all Rights that are, or (under
certain circumstances specified in the Renewed Rights Agreement)
were, beneficially owned by certain Acquiring Persons (or by
certain related parties) will be null and void in the
circumstances set forth in the Renewed Rights Agreement.
However, Rights will not be exercisable following the occurrence
of any Flip-In Event until such time as the Rights are no longer
redeemable by the Company as set forth below.
In the event (a "Flip-Over Event") that, at any time on
or after the Stock Acquisition Date, (i) the Company shall take
part in a merger or other business combination transaction (with
certain exceptions) and the Company shall not be the surviving
entity or (ii) the Company shall take part in a merger or other
business combination transaction (with certain exceptions) in
which all or part of the outstanding shares of Common Stock are
changed or exchanged or (iii) 50% or more of the Company's assets
or earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided, as set forth
above) shall thereafter have the right to receive, upon exercise,
a number of shares of common stock of the acquiring company
having a Current Market Price equal to two times the Purchase
Price of the Right.
The Purchase Price payable and the number of shares of
Preferred Stock (or the amount of cash, property or other
securities) issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event
of a share dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) if holders of the
Preferred Stock are granted certain rights or warrants to
subscribe for Preferred Stock or convertible securities at less
than the Current Market Price of the Preferred Stock or
(iii) upon distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic
cash dividends) or of subscription rights or warrants (other than
those referred to above).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments amount to at
least 1% of the Purchase Price. The Company is not required to
issue fractional shares of Preferred Stock upon the exercise of
any Right or Rights (other than fractions which are integral
multiples of one ten-thousandth of a share of Preferred Stock).
In lieu thereof, a cash payment may be made, as provided in the
Renewed Rights Agreement.
At any time until 10 business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right, subject to adjustment,
payable, at the option of the Company, in cash, Common Stock or
such other consideration as the Board of Directors may deem
appropriate. Immediately upon the effectiveness of the action of
the Company's Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 per Right
redemption price.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.
The terms of the Rights, other than key financial terms
and the date on which the Rights expire, may be amended by the
Board of Directors of the Company prior to the Distribution Date.
Thereafter, the provisions of the Renewed Rights Agreement may be
amended by the Board of Directors of the Company only in order to
cure any ambiguity, defect or inconsistency, to make changes
which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person and certain
other related parties) or to shorten or lengthen any time period
under the Renewed Rights Agreement; provided, however, that no
amendment to lengthen the time period governing redemption shall
be made at such time as the Rights are not redeemable; and
provided further, however, that, notwithstanding the foregoing,
the Board of Directors of the Company may amend the Renewed
Rights Agreement to increase the Purchase Price or extend the
Final Expiration Date of the Rights at any time prior to the
(i) existence of an Acquiring Person or (ii) commencement of a
tender or exchange offer that would result in a person becoming
an Acquiring Person.
As of October 31, 1996, there were 446,146,979 shares
of Common Stock outstanding, 115,384,692 shares of Common Stock
in the Company's treasury and 158,699.7083 shares of Series C
Preferred Stock outstanding. As of October 31, 1996, there were
26,689,017 shares of Common Stock reserved for issuance pursuant
to convertible securities and under employee benefits plans.
Each share of Common Stock outstanding on the Record Date will
receive one Right, and each share of Series C Preferred Stock
outstanding on the Record Date will receive 40 Rights. As long
as the Rights are attached to the Common Stock and Series C
Preferred Stock, the Company will issue one Right for each share
of Common Stock and 40 Rights for each share of Series C
Preferred Stock, in either case issued between the Record Date
and the Distribution Date, so that all such shares will have
attached Rights. 400,000 shares of Preferred Stock are initially
reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group that
attempts to acquire the Company on an unsolicited basis without
conditioning the offer on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or
other business combination approved by the Board of Directors of
the Company.
The form of Renewed Rights Agreement between the
Company and the Rights Agent specifying the terms of the Rights,
which includes as Exhibit B the form of Rights Certificate, is
attached hereto as Exhibit 1 and is incorporated herein by
reference. The foregoing description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to such Exhibit.
Item 2. Exhibits.
1. Form of Renewed Rights Agreement, dated as of
December 14, 1995, between The Gillette Company
and The First National Bank of Boston (which
includes as Exhibit B thereto the Form of Rights
Certificate)*
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* Incorporated herein by reference to Exhibit 4 to the
Registrant's Current Report on Form 8-K dated December 18,
1995 (File No. 001-00922).
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
THE GILLETTE COMPANY
Dated: November 4, 1996 By /s/ Thomas F. Skelly
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Thomas F. Skelly
Senior Vice President,
Finance
INDEX TO EXHIBITS
Exhibit
No. Exhibit
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1. Form of Renewed Rights Agreement,
dated as of December 14, 1995, between
The Gillette Company and The First
National Bank of Boston (which includes as
Exhibit B thereto the Form of Rights
Certificate)*
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* Incorporated herein by reference to Exhibit 4 to the
Registrant's Current Report on Form 8-K dated December 18,
1995 (File No. 001-00922).
