-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AqL2lnYaAoOa9tYtJK/sQ6MfdFn41CLHRTcpFKiCjALPgspE+HummJD+aiOmPQS6 EkWgBrHIbPqhOwwYxQZqWQ== 0000950103-05-001979.txt : 20050908 0000950103-05-001979.hdr.sgml : 20050908 20050908172356 ACCESSION NUMBER: 0000950103-05-001979 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050908 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050908 DATE AS OF CHANGE: 20050908 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00922 FILM NUMBER: 051076036 BUSINESS ADDRESS: STREET 1: PRUDENTIAL TOWER BLDG STREET 2: SUITE 4800 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6174217000 MAIL ADDRESS: STREET 1: PRUDENTIAL TOWER BLDG STREET 2: SUITE 4800 CITY: BOSTON STATE: MA ZIP: 02199 FORMER COMPANY: FORMER CONFORMED NAME: GILLETTE SAFETY RAZOR CO DATE OF NAME CHANGE: 19660911 8-K 1 sep0805_8k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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): September 8, 2005


THE GILLETTE COMPANY
(Exact Name of Registrant as Specified in Charter)
   
DELAWARE
(State or Other Jurisdiction of Incorporation)
   
1-00922 04-1366970
(Commission File Number) (IRS Employer Identification No.)
   
PRUDENTIAL TOWER BUILDING,
BOSTON, MA
02199
   (Address of Principal Executive Offices) (Zip Code)
   
Registrant’s telephone number, including area code:   (617) 421-7000
   
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)


     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

This Form 8-K is being filed to report that notice of a blackout period under certain employee benefit plans (the “Plans”) of The Gillette Company ("Gillette") is being given to Gillette’s directors and executive officers. The purpose of the blackout period is to allow the administrator of the Plans to clear all pending trades, determine all final share balances, and process the exchange of Gillette securities for securities of The Procter & Gamble Company (“P&G”) pursuant to the Agreement and Plan of Merger, dated as of January 27, 2005, among P&G, Aquarium Acquisition Corp. and Gillette. The blackout is contingent on the consummation of the merger, which is expected to close in the fall of 2005.

Gillette is notifying its directors and executive officers of trading restrictions in securities of Gillette during the blackout period. The notice being sent to directors and executive officers of Gillette on September 8, 2005 is included as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

  Exhibit No.   Description
 
 
       
  99.1    Notice sent to directors and executive officers of The Gillette Company on September 8, 2005
 






SIGNATURES

     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 
         
Date: September 8, 2005 By: /s/ Peter M. Green 
     
      Name: Peter M. Green 
      Title: Deputy General Counsel, Secretary
and Corporate Governance Officer

 





EX-99.1 2 ex9901.htm

EXHIBIT 99.1

Notice to Directors and Executive Officers

The Gillette Company (“Gillette”) has received notice from its Savings Plan Committee (the “Committee”) that the Employees’ Savings Plan, the Employee Stock Ownership Plan and the Supplemental Savings Plan (collectively, the “Plans”) will be closed for participant transactions for a period of approximately three (3) business days around the closing of the proposed merger between Gillette and The Procter & Gamble Company (“P&G”) in order for the Plans’ administrator, Fidelity Investments, to clear all pending trades, determine all final share balances, and process the exchange of Gillette securities for P&G securities pursuant to the Agreement and Plan of Merger, dated as of January 27, 2005, among P&G, Aquarium Acquisition Corp. and Gillette. While we do not yet know the exact dates of the blackout period (since the closing date of the merger is not yet known), this notice is intended to inform you that, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002, you will be unable to trade in Gillette or P&G common stock or derivatives during the blackout period. Please note that this restriction will not apply to (i) the exchange of Gillette securities for P&G securities, (ii) any purchases and sales made pursuant to a written plan satisfying the conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, or (iii) dividend reinvestments.

We hope that the restriction on trading in Gillette and P&G securities described above will not be an inconvenience. If feasible, we will advise you of when the blackout period is scheduled to begin and, in any event, we will notify you as soon as the blackout period has ended.

If you have any questions about this notice, please contact Peter M. Green, Secretary, The Gillette Company, Prudential Tower Building, Boston, MA 02199 (telephone (617) 421-7511) or Carol Fischman, Assistant Secretary, The Gillette Company, Prudential Tower Building, Boston, MA 02199 (telephone (617) 421-7857).

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