-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QEggyi7RBI2phTrDf0LpK63X1aTsKwJgph4aa37+L4DHo4EAVu7S8HWccgoEqSYZ apw3Bx9iF/GfANAcJAA9NA== 0000041499-95-000007.txt : 19950508 0000041499-95-000007.hdr.sgml : 19950508 ACCESSION NUMBER: 0000041499-95-000007 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950505 EFFECTIVENESS DATE: 19950524 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GILLETTE CO CENTRAL INDEX KEY: 0000041499 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 041366970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59125 FILM NUMBER: 95534941 BUSINESS ADDRESS: STREET 1: 3900 PRUDENTIAL TOWER BLDG CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6174217000 MAIL ADDRESS: STREET 1: PRUDENTIAL TOWER BLDG CITY: BOSTON STATE: MA ZIP: 02199 FORMER COMPANY: FORMER CONFORMED NAME: GILLETTE SAFETY RAZOR CO DATE OF NAME CHANGE: 19660911 S-8 1 FORM S-8 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 EX-23 2 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 EX-23 3 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 EX-24 4 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 -----END PRIVACY-ENHANCED MESSAGE-----