<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1999
REGISTRATION NO. 333-75517
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THE GILLETTE COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3420 04-1366970
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
PRUDENTIAL TOWER BUILDING
BOSTON, MASSACHUSETTS 02199
(617) 421-7000
(Address of principal executive offices, including zip code)
JILL C. RICHARDSON
SECRETARY
THE GILLETTE COMPANY
PRUDENTIAL TOWER BUILDING
BOSTON, MASSACHUSETTS 02199
(617) 421-7000
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
------------------------
Please send copies of all communications to:
<TABLE>
<S> <C> <C>
WILLIAM J. MOSTYN, III, ESQ. MARY E. WEBER, ESQ. DAVID J. SORKIN, ESQ.
The Gillette Company Ropes & Gray Simpson Thacher & Bartlett
Prudential Tower Building One International Place 425 Lexington Avenue
Boston, Massachusetts 02199 Boston, Massachusetts 02110 New York, New York 10021
(617) 421-7000 (617) 951-7000 (212) 455-2000
</TABLE>
Approximate date of commencement of proposed sale to the public: From time
to time after the effectiveness of the Registration Statement.
If the only 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 this form are to be offered on
a delayed or continuous basis pursuant 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. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement under the earlier effective
registration statement for the same offering. [ ]
If this form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
=============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock -- $1.00 Par Value
(including Preferred Stock
Purchase Rights).............. 51,308,798 Shares $46.15625 $2,368,221,707.69 $778,828.27(2)
=============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(a) and (c) under the Securities Act of 1933. The
maximum price per share information is based on the average of the high and
the low sale prices on August 24, 1999.
(2)$499,022.88 previously paid. The Registrant is registering an additional
21,806,239 shares. Using a proposed maximum offering price per share of
$46.15625, the additional registration fee to be paid is $279,805.39.
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 31, 1999
PROSPECTUS
51,308,798 SHARES
[GILLETTE COMPANY LOGO]
COMMON STOCK
------------------------
The KKR partnerships may offer from time to time all of the shares to be
sold in the offering.
At the time a particular offer of shares is made, if required, we will
set forth the terms of the offering in a supplement to this prospectus.
Our common stock is listed on the New York Stock Exchange under the
ticker symbol "G". On August 30, 1999, the last sale price of one share of our
common stock on the New York Stock Exchange was $46 13/16.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------
The date of this prospectus is , 1999.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Information about The Gillette Company...................... 3
Where You Can Find More Information......................... 4
Use of Proceeds............................................. 5
Selling Stockholder......................................... 5
Description of Capital Stock................................ 6
Plan of Distribution........................................ 10
Legal Matters............................................... 10
Experts..................................................... 10
</TABLE>
------------------------
In this prospectus, "Gillette", "we", "us" and "our" refer to The
Gillette Company.
2
<PAGE> 4
INFORMATION ABOUT THE GILLETTE COMPANY
Our businesses range across several industry segments, including blades
and razors, toiletries, stationery products, electric shavers, small household
appliances, hair care appliances, oral care appliances, oral care products and
alkaline batteries for consumer products.
Founded in 1901, we are the world leader in male grooming products, a
category that includes blades and razors and shaving preparations. We hold the
number one position worldwide in selected female grooming products, such as wet
shaving products and hair epilation devices. We are the world's top seller of
writing instruments and correction products, toothbrushes and oral care
appliances. In addition, we are the world leader in alkaline batteries.
We have a wide array of well-established brands, including: razor and
blade products under the MACH 3(R), Sensor Excel(R), Sensor(R), Atra(R), Trac
II(R), Custom Plus(R) and Good News(R) names; Braun(R) electric shavers and
appliances; Gillette(R) Series, Right Guard(R), Soft & Dri(R) and Dry Idea(R)
deodorant antiperspirant brands; White Rain(R) hair care line; Parker(R), Paper
Mate(R), Waterman(R) and Flair(R) writing instruments; Liquid Paper(R)
correction products; Oral-B(R) dental products; and Duracell(R) consumer
batteries.
We are divided into five worldwide business management groups, organized
on a product line basis: male and female grooming; Duracell; Braun; Oral-B; and
Stationery; and five commercial operations groups, organized on a geographic
basis: North America; Latin America; Europe; Africa, Middle East and Eastern
Europe, or "AMEE"; and Asia-Pacific. The business management groups are
responsible for consumer marketing, research and development and manufacturing.
The commercial operations groups are responsible for sales and trade marketing.
As of June 30, 1999, we conducted manufacturing operations at 61
facilities in 25 countries and distributed products through wholesalers,
retailers and agents in over 200 countries and territories.
Our executive offices are located at Prudential Tower Building, Boston,
Massachusetts 02199, and our telephone number is (617) 421-7000.
3
<PAGE> 5
WHERE YOU CAN FIND MORE INFORMATION
We are governed by the informational requirements of the Securities
Exchange Act of 1934, and we file reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
public reference rooms maintained by the SEC at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at its regional offices at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7 World
Trade Center, 13th Floor, New York, New York 10048. Please call the SEC at
1-800-SEC-0330 for further information about the public reference rooms. We also
file reports, proxy statements and other information with the SEC
electronically, and these materials may be inspected and copied at the SEC's Web
site (http://www.sec.gov). In addition, these materials can be read at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
This prospectus is part of a registration statement that we have filed
with the SEC. This prospectus does not contain all the information set forth in
the registration statement. Parts of the registration statement have been
omitted in accordance with the rules and regulations of the SEC. You may read
and copy the registration statement at the SEC's public reference rooms listed
above.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and the information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act before the termination of this offering:
(1) The description of our capital stock contained in our Registration
Statement on Form 8-A/ A filed on November 12, 1996.
(2) Our Annual Report on Form 10-K for the fiscal year ended December
31, 1998.
(3) Our Current Report on Form 8-K filed on February 19, 1999.
(4) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.
(5) Our Current Report on Form 8-K filed on April 7, 1999.
(6) Our Current Report on Form 8-K filed on June 22, 1999.
(7) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
1999.
Upon written or oral request, we will provide without charge to each
person, including any beneficial owner, to whom this prospectus is delivered a
copy of any or all of the documents that have been incorporated by reference in
this prospectus. You may obtain these documents by writing to The Gillette
Company, Prudential Tower Building, Boston, Massachusetts 02199, Attention:
Corporate Secretary, or by calling (617) 421-7000.
4
<PAGE> 6
USE OF PROCEEDS
All net proceeds from the sale of the shares of our common stock offered
in this prospectus will go to the KKR partnerships. Neither we nor any of our
executive officers or employees will be selling shares or receiving proceeds
from this offering.
SELLING STOCKHOLDER
The KKR partnerships acquired the shares of our common stock in a merger
in which we acquired Duracell.
The following table sets forth information regarding beneficial
ownership of our common stock by the KKR partnerships at June 30, 1999. The
information below assumes that the KKR partnerships sell all of the shares of
common stock offered, and that they acquire no additional shares before the
completion of this offering. Shares of common stock shown as beneficially owned
by the KKR partnerships are owned of record by KKR Associates and by DI
Associates, L.P. and KKR Partners II, L.P., of which KKR Associates is the sole
general partner and as to which it possesses sole voting and investment power.
Henry R. Kravis, who is one of our directors, is a general partner of KKR
Associates.
<TABLE>
<CAPTION>
BENEFICIAL
BENEFICIAL OWNERSHIP OWNERSHIP
PRIOR TO OFFERING SHARES BEING OFFERED AFTER OFFERING
----------------------- ----------------------- ------------------
SHARES PERCENTAGE SHARES PERCENTAGE SHARES PERCENTAGE
---------- ---------- ---------- ---------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
KKR partnerships............... 51,308,798 4.7% 51,308,798 4.7% 0 0.0%
</TABLE>
5
<PAGE> 7
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 2,320,000,000 shares of common
stock, $1.00 par value, and 5,000,000 shares of preferred stock, without par
value.
COMMON STOCK
The holders of our common stock are entitled to receive dividends when
and as declared by our Board of Directors and paid by us. This right is
subordinate to the preferences of our outstanding preferred stock. Holders of
our common stock have one vote per share. There is no cumulative voting. If we
are liquidated, dissolved or wound-up, we will pay our creditors first, followed
by our preferred stockholders. Subsequently, we will distribute our remaining
assets to our common stockholders in proportion to the number of shares that
each stockholder owns. Other than the preferred stock purchase rights referred
to below, holders of our common stock have no preemptive or other subscription
rights. There are no conversion, redemption or sinking fund provisions
applicable to our common stock. Our Board of Directors is authorized to issue
all of the authorized and unissued shares of our common stock.
BankBoston, N.A. is the registrar and transfer agent of the shares of
our common stock.
At June 30, 1999, 1,085,001,932 shares of our common stock were
outstanding and held of record by 60,313 holders.
PREFERRED STOCK
Our Board of Directors is authorized to fix the terms of one or more
series of a class of preferred stock. It is also authorized to issue any or all
of the authorized and unissued shares of preferred stock. Issuances of preferred
stock may limit or qualify the rights of the holders of our common stock.
Series C ESOP Convertible Preferred Stock
At June 30, 1999, 145,156 shares of Series C ESOP convertible preferred
stock, no par value per share, were outstanding. All of the outstanding shares
of our ESOP convertible preferred stock are held by our Employee Stock Ownership
Plan. The shares of ESOP convertible preferred stock have the following terms:
- Dividends. The holders of the ESOP convertible preferred stock are
entitled to receive cash dividends in the amount of $48.23 per share
per year. These dividends accrue whether or not declared. If they are
not paid when accrued, they also cumulate. If full cumulative
dividends on the ESOP convertible preferred stock have not been
declared and paid or set apart for payment when due, we are not
allowed to pay dividends on any other class of stock ranking junior to
the ESOP convertible preferred stock, including our common stock.
- Liquidation. If we are liquidated, dissolved or wound-up, holders of
ESOP convertible preferred stock are entitled to receive liquidating
distributions in the amount of $602.875 per share, plus an amount
equal to all accumulated and unpaid dividends.
- Conversion. As of June 30, 1999, each share of ESOP convertible
preferred stock was convertible into 80 shares of common stock. This
conversion ratio will be adjusted for stock dividends, stock splits
and similar events.
- Voting. In any matter submitted to a vote of the holders of our
common stock, each share of ESOP convertible preferred stock is
entitled to a number of votes equal to the number of shares of common
stock into which a share could be converted on the record date for the
vote, whether or not then convertible.
- Redemption. The ESOP convertible preferred stock is redeemable upon
the occurrence of specified changes in control or other events at
varying prices not less than $602.875 per share plus accumulated and
unpaid dividends. Depending on the event, this redemption may be at
6
<PAGE> 8
our option or at the option of the holder. Except in the event of a
merger in which we are not the surviving corporation, any redemption
of ESOP convertible preferred stock may be made in cash or in shares
of our common stock, at our sole option. We intend to redeem the ESOP
convertible preferred stock solely in shares of our common stock.
Preferred Stock Purchase Rights
We entered into a Renewed Rights Agreement dated as of December 14,
1995, effective as of December 9, 1996, with the First National Bank of Boston,
as Rights Agent. One-half of a right is attached to each outstanding share of
our common stock and 40 rights are attached to each share of our ESOP
convertible preferred stock. At June 30, 1999, 548,307,206 rights were
outstanding.
Each whole right may be exercised to purchase one ten-thousandth of a
share of our Series A junior participating preferred stock for $225. The rights
become exercisable on the earlier of:
- ten business days after we announce that a person has acquired 15% or
more of our common stock, or
- ten business days after a tender offer commences that could result in
a person's ownership of 15% or more of our common stock.
When the rights become exercisable, they will also become transferable apart
from the shares of common stock or ESOP convertible preferred stock to which
they are currently attached.
If a person acquires 15% or more of our common stock, each holder of a
right, other than the person who acquired our common stock, will have the right
to receive, upon exercise of the right, shares of our common stock valued at
double the exercise price. Holders will not have these rights if the person who
acquires 15% or more of our common stock does so in a tender or exchange offer
for all of our outstanding stock on terms approved by our Board of Directors. In
the event of a merger or similar transaction that has not been approved by our
Board of Directors, each holder of a right, other than the person who acquired
our common stock, will have the right to receive, upon exercise of the right,
shares of common stock of the acquiring company valued at double the exercise
price.
The rights have no voting power and are not entitled to receive
dividends. The expiration date of the rights is December 14, 2005, but that date
may be extended. We can redeem all of the outstanding rights for $0.01 each at
any time until 10 business days following the date we announce that a person has
acquired 15% or more of our common stock.
Because this is a summary, it does not contain a complete description of
the rights. The form of Renewed Rights Agreement, which specifies the terms of
the rights, has been filed with the SEC as an exhibit to our Form 8-K dated
December 18, 1995, and has been incorporated by reference into our Form 8A/A
filed on November 12, 1996, which is incorporated by reference in this
prospectus. See "Where You Can Find More Information."
Series A Junior Participating Preferred Stock
Our Board of Directors has reserved 400,000 shares of Series A junior
participating preferred stock for issuance upon exercise of the rights. The
junior participating preferred stock may be issued in fractional shares. The
shares of junior participating preferred stock have the following terms:
- Dividends. Each share of junior participating preferred stock will be
entitled to receive cumulative quarterly cash dividends payable on the
fifteenth day of January, April, July and October in each year. These
dividends are payable at the greater of (a) $20 or (b) 10,000 times
the aggregate per share amount of all dividends and distributions
declared on our common stock, other than a dividend payable in shares
of our common stock, since the previous quarterly dividend payment
date for the junior participating preferred stock. The dividend may
change due to anti-dilution adjustments. This dividend right is
subordinate to the
7
<PAGE> 9
payment of dividends on the Series C ESOP convertible preferred stock
and any other senior preferred stock.
- Voting. Holders of shares of junior participating preferred stock
will be entitled to 10,000 votes on all matters submitted to a vote of
our stockholders. The number of votes per share of junior
participating preferred stock may change due to anti-dilution
adjustments. Holders of shares of junior participating preferred stock
will vote together with the holders of our common stock as a single
class, except as otherwise required by law. If at the time of any
annual meeting of stockholders for the election of directors the
amount of accrued but unpaid dividends upon the junior participating
preferred stock is equal to six full quarterly dividends, the holders
of shares of junior participating preferred stock, voting separately
as a class, will have the right to elect two members of the Board of
Directors. This right will continue until all accrued dividends are
paid. In addition, while dividends on the junior participating
preferred stock are unpaid as described above, the terms of the junior
participating preferred stock limit our ability to pay dividends and
to redeem, repurchase or otherwise acquire shares of our common stock.
- Liquidation. If we are liquidated, dissolved or wound-up, holders of
junior participating preferred stock will be entitled to receive,
before any distribution is made with respect to shares of stock
ranking junior to the junior participating preferred stock, an amount
equal to the greater of (a) $200 per share or (b) 10,000 times the
aggregate per share amount to be distributed to holders of our common
stock. The ratio in clause (b) may change due to anti-dilution
adjustments.
- Consolidations, mergers and similar transactions. If a consolidation,
merger, combination or similar transaction occurs and shares of our
common stock are exchanged for or changed into stock or securities of
another company, cash and/or other property, then the shares of junior
participating preferred stock will be similarly exchanged or changed.
Each share of junior participating preferred stock will be exchanged
or changed in an amount per share equal to 10,000 times the aggregate
amount of stock, securities, cash and/or other property payable in
kind into which or for which each share of our common stock is changed
or exchanged. This ratio may change due to anti-dilution adjustments.
- Ranking. The shares of junior participating preferred stock rank
junior to the Series C ESOP convertible preferred stock. Future series
of preferred stock will rank on an equal basis with the junior
participating preferred stock with respect to dividends and/or
liquidation preference, unless our Board of Directors determines that
these future series will be senior to the junior participating
preferred stock.
- Redemption. The junior participating preferred stock may not be
mandatorily redeemed by us.
PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS AND DELAWARE LAW
AFFECTING CHANGES IN CONTROL
In addition to several of the provisions described above, provisions of
our Certificate of Incorporation and bylaws and Delaware law, including some of
those described below, may have anti-takeover effects.
- Board of Directors. Under Article 9 of our Certificate of
Incorporation and the related provisions of Article XIII of our
bylaws, our Board of Directors is classified into three classes. Each
class is as equal in number as possible. One class is elected each
year for a three-year term. A director may be removed for cause 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 with those articles.
8
<PAGE> 10
- Meetings of stockholders. The bylaws provide that special meetings of
stockholders may be called only by our Chief Executive Officer or by
our Board of Directors. The bylaws also provide that in general we
must receive stockholder proposals intended to be presented at a
meeting of stockholders, including proposals for the nomination of
directors, 60 days in advance of the meeting.
- Indemnification. Our bylaws contain provisions requiring us to
indemnify any of our directors, officers, employees or agents to the
fullest extent permitted under Delaware law. Our Certificate of
Incorporation provides that a director will not be personally liable
to us or to our 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.
- Amendment of bylaws. Our Board of Directors is expressly authorized
to adopt, amend or repeal the bylaws of the Company, except as
provided in our Certificate of Incorporation. The stockholders may
also adopt, amend or repeal the bylaws.
- Delaware law. We are governed by the provisions of Section 203 of the
General Corporation Law of Delaware. In general, this statute
prohibits a publicly held Delaware corporation like us 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. This prohibition does not apply to
a business combination approved in a manner described in the statute
or if the stockholder acquires at least 85% of our outstanding stock,
excluding stock held by directors who are also officers and specified
employee rights plans. An "interested stockholder" is generally
considered to be:
- a person who owns 15% or more of our voting stock,
- a person who is an affiliate of ours and owned 15% or more of our
voting stock within the prior three years, or
- an affiliate of either of these persons.
9
<PAGE> 11
PLAN OF DISTRIBUTION
We are registering the shares of our common stock on behalf of the KKR
partnerships. The KKR Partnerships may offer their shares of our common stock at
various times in one or more of the following transactions:
- on the New York Stock Exchange,
- in private transactions other than on the New York Stock Exchange,
- to one or more underwriters for public offering and sale by them,
- by pledge to secure debts and other obligations,
- in a combination of any of the other four transactions listed here.
The KKR partnerships may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
The KKR partnerships may use broker-dealers to sell their shares. If
this happens, broker-dealers will either receive discounts or commissions from
the KKR partnerships, or they will receive commissions from purchasers of shares
for whom they acted as agents. If the shares are sold through one or more
underwriters, any underwriting compensation paid to underwriters or agents in
connection with the sale and any discounts, concessions or commissions allowed
by underwriters to participating dealers will be set forth in the applicable
prospectus supplement.
The KKR partnerships also may sell all or a portion of their shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of that rule.
LEGAL MATTERS
The validity of the common stock being offered in this prospectus will
be passed upon for us by James P. Connolly, Esq., Acting General Counsel. As of
June 30, 1999, Mr. Connolly beneficially owned approximately 199,365 shares of
our common stock, including options to purchase 103,665 shares of common stock
and 25 shares of common stock through his interest in our Employee Stock
Ownership Plan.
EXPERTS
The consolidated financial statements and schedules appearing in our
annual report on Form 10-K for the year ended December 31, 1998, have been
audited by KPMG LLP, independent auditors, as set forth in their reports. These
reports are incorporated by reference in this prospectus in reliance upon such
reports given upon authority of KPMG LLP as experts in accounting and auditing.
10
<PAGE> 12
================================================================================
51,308,798 SHARES
[GILLETTE COMPANY LOGO]
COMMON STOCK
---------------------
PROSPECTUS
---------------------
, 1999
================================================================================
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF DISTRIBUTION
<TABLE>
<S> <C>
SEC registration fee........................................ $ 778,828.27
Legal fees and expenses*.................................... 125,000.00
Printing expenses*.......................................... 50,000.00
Accounting fees and expenses*............................... 100,000.00
Miscellaneous*.............................................. 99,171.73
-------------
Total Expenses......................................... $1,153,000.00
=============
</TABLE>
- ---------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, as amended (the
"DGCL"), provides that a corporation may 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 or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that such 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, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. Section 145 further provides that a
corporation similarly may indemnify any such person serving in any such capacity
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, against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or such other court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (1) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (2) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) under Section 174 of the DGCL (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or (4)
for any transaction from which the director derived an improper personal
benefit.
The Registrant's bylaws provide that the Registrant shall indemnify
current or former directors, officers, employees or agents of the Registrant, in
connection with proceedings brought against such persons by reason of their
position with the Registrant to the fullest extent permitted by Delaware law.
The Registrant's Certificate of Incorporation, as amended, provides that a
director of the Registrant shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except as is not permitted under the DGCL.
II-1
<PAGE> 14
The Registrant has obtained insurance policies that insure its directors
and officers against certain liabilities.
The proposed form of the underwriting agreement provides for
indemnification of the directors and officers of the Registrant by the
underwriters against certain liabilities. The selling stockholder has also
agreed to indemnify the directors and officers of the Registrant against certain
liabilities.
For the undertaking with respect to indemnification, see Item 17 herein.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
TITLE OF
EXHIBIT
- --------
<C> <S>
1.1 Form of Underwriting Agreement*
4.1 Renewed Rights Agreement dated as of December 14, 1995
between The Gillette Company and The First National Bank of
Boston, filed as Exhibit 4 to The Gillette Company Current
Report on Form 8-K, dated December 18, 1995, Commission File
No. 1-922, incorporated by reference herein
4.2 Specimen of form of certificate representing ownership of
The Gillette Company Common Stock, $1.00 par value,
effective December 10, 1996, filed as Exhibit 4(a) to The
Gillette Company Annual Report on Form 10-K for the year
ended December 31, 1996, Commission File No. 1-922,
incorporated by reference herein
4.3 Form of Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock of The
Gillette Company filed as Exhibit A to Exhibit 1 to The
Gillette Company Current Report on Form 8-K, dated December
30, 1985, Commission File No. 1-911, incorporated by
reference as Exhibit 4(c) to The Gillette Company Annual
Report on Form 10-K for the year ended December 31, 1996,
Commission File No. 1-922, incorporated by reference herein
4.4 Amendment to Certificate of Designations, Preferences and
Rights of Series A Junior Participating Preferred Stock
dated December 9, 1996, filed as Exhibit 4(c) to The
Gillette Company Annual Report on Form 10-K for the year
ended December 31, 1996, File No. 1-922, incorporated by
reference herein
4.5 Certificate of Designation of the Series C ESOP Convertible
Preferred Stock of The Gillette Company, dated January 17,
1990, filed as Exhibit 4(e) to The Gillette Company Annual
Report on Form 10-K for the year ended December 31, 1989,
Commission File No. 1-922, incorporated by reference herein
4.6 Certificate of Amendment relating to an increase in the
amount of authorized shares of preferred stock and common
stock, filed as Exhibit 3(i) to The Gillette Company
Quarterly Report on Form 10-Q for the period ended March 31,
1998, Commission File No. 1-922, incorporated by reference
herein
5.1 Opinion of James P. Connolly, Esq., Acting General Counsel**
23.1 Consent of KPMG LLP
23.2 Consent of James P. Connolly, Esq., Acting General Counsel
(to be included in the opinion filed as Exhibit 5.1)**
24.1 Power of Attorney**
</TABLE>
- ---------------
* To be filed by a Current Report on Form 8-K pursuant to Regulation S-K, Item
601(b), if the shares are sold through one or more underwriters.
** Previously filed.
II-2
<PAGE> 15
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement (other than
as provided in the proviso and instructions to Item 512(a) of Regulation
S-K) (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act"); (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the registration statement; and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(b) The undersigned Registrant hereby undertakes 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(c) 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 set forth in Item 15 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification (other than by policies
of insurance) 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 Registrant 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.
II-3
<PAGE> 16
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
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 3 to Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, State of
Massachusetts, on the 31st day of August, 1999.
THE GILLETTE COMPANY
By: /s/ CHARLES W. CRAMB
------------------------------------
Name: Charles W. Cramb
Title: Senior Vice
President -- Finance,
Chief Financial Officer and
Principal Accounting Officer
Pursuant to the requirement of the Securities Act of 1933, this
Amendment No. 3 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board, Chief August 31, 1999
- ------------------------------------- Executive Officer and Director
Michael C. Hawley
/s/ CHARLES W. CRAMB Senior Vice President -- Finance, August 31, 1999
- ------------------------------------- Chief Financial Officer and Principal
Charles W. Cramb Accounting Officer
* Director August 31, 1999
- -------------------------------------
Warren E. Buffett
* Director August 31, 1999
- -------------------------------------
Wilbur H. Gantz
* Director August 31, 1999
- -------------------------------------
Michael B. Gifford
* Director August 31, 1999
- -------------------------------------
Carol R. Goldberg
* Director August 31, 1999
- -------------------------------------
Herbert H. Jacobi
* Director August 31, 1999
- -------------------------------------
Henry R. Kravis
</TABLE>
II-4
<PAGE> 17
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director August 31, 1999
- -------------------------------------
Jorge Paulo Lemann
* Director August 31, 1999
- -------------------------------------
Richard R. Pivirotto
* Director August 31, 1999
- -------------------------------------
Alexander B. Trowbridge
* Director August 31, 1999
- -------------------------------------
Marjorie M.T. Yang
* Director August 31, 1999
- -------------------------------------
Alfred M. Zeien
*By: /s/ CHARLES W. CRAMB
- -------------------------------------
Charles W. Cramb, for himself and as
attorney-in-fact
</TABLE>
II-5
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
TITLE OF
EXHIBIT
- --------
<C> <S>
1.1 Form of Underwriting Agreement*
4.1 Renewed Rights Agreement dated as of December 14, 1995
between The Gillette Company and The First National Bank of
Boston, filed as Exhibit 4 to The Gillette Company Current
Report on Form 8-K, dated December 18, 1995, Commission File
No. 1-922, incorporated by reference herein
4.2 Specimen of form of certificate representing ownership of
The Gillette Company Common Stock, $1.00 par value,
effective December 10, 1996, filed as Exhibit 4(a) to The
Gillette Company Annual Report on Form 10-K for the year
ended December 31, 1996, Commission File No. 1-922,
incorporated by reference herein
4.3 Form of Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock of The
Gillette Company filed as Exhibit A to Exhibit 1 to The
Gillette Company Current Report on Form 8-K, dated December
30, 1985, Commission File No. 1-911, incorporated by
reference as Exhibit 4(c) to The Gillette Company Annual
Report on Form 10-K for the year ended December 31, 1996,
Commission File No. 1-922, incorporated by reference herein
4.4 Amendment to Certificate of Designations, Preferences and
Rights of Series A Junior Participating Preferred Stock
dated December 9, 1996, filed as Exhibit 4(c) to The
Gillette Company Annual Report on Form 10-K for the year
ended December 31, 1996, File No. 1-922, incorporated by
reference herein
4.5 Certificate of Designation of the Series C ESOP Convertible
Preferred Stock of The Gillette Company, dated January 17,
1990, filed as Exhibit 4(e) to The Gillette Company Annual
Report on Form 10-K for the year ended December 31, 1989,
Commission File No. 1-922, incorporated by reference herein
4.6 Certificate of Amendment relating to an increase in the
amount of authorized shares of preferred stock and common
stock, filed as Exhibit 3(i) to The Gillette Company
Quarterly Report on Form 10-Q for the period ended March 31,
1998, Commission File No. 1-922, incorporated by reference
herein
5.1 Opinion of James P. Connolly, Esq., Acting General Counsel**
23.1 Consent of KPMG LLP
23.2 Consent of James P. Connolly, Esq., Acting General Counsel
(to be included in the opinion filed as Exhibit 5.1)**
24.1 Power of Attorney**
</TABLE>
- ---------------
* To be filed by a Current Report on Form 8-K pursuant to Regulation S-K, Item
601(b), if the shares are sold through one or more underwriters.
** Previously filed.
<PAGE> 1
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors of The Gillette Company:
We consent to the incorporation herein by reference of our reports dated
February 11, 1999 included in The Gillette Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 and to the reference to our firm
under the heading "Experts" in the prospectus.
KPMG LLP
Boston, Massachusetts
August 31, 1999
