-----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, PA4wJJ9jSKCP8KNPgTV1uovWfhEBI9Al59Yij89HPUBJNUV6btvCiIreFzWB4CYt 4cAEPVo5QGwRC/wev5aYig== 0000950103-05-002059.txt : 20050930 0000950103-05-002059.hdr.sgml : 20050930 20050930133847 ACCESSION NUMBER: 0000950103-05-002059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050930 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050930 DATE AS OF CHANGE: 20050930 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: 051113564 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 sep2905_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 30, 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

On September 8, 2005, The Gillette Company (“Gillette”) sent a notice to its directors and executive officers informing them that:

(i) the Gillette Employees’ Savings Plan, the Gillette Employee Stock Ownership Plan and the Gillette Supplemental Savings Plan (collectively, the “Plans”) would be closed for participant transactions for a period of time (the “Blackout Period”) around the closing of the 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; and

(ii) they would be unable to trade in Gillette or P&G common stock or derivatives during the Blackout Period by virtue of Section 306 of the Sarbanes-Oxley Act of 2002.

At that time, the effective date of the merger was not known.  

Following the announcement of the anticipated effective date of the merger, Gillette today informed its directors and executive officers that the Blackout Period will start on Friday, September 30, 2005, and is expected to end on Wednesday, October 5, 2005.  

The notice that was sent to Gillette's directors and executive officers on September 30, 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 30, 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 30, 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

By notice dated September 8, 2005, we advised you that:

  (i) the Employees’ Savings Plan, the Employee Stock Ownership Plan and the Supplemental Savings Plan (collectively, the “Plans”) of The Gillette Company (“Gillette”) would be closed for participant transactions for a period of time (the “Blackout Period”) around the closing of the merger between Gillette and The Procter & Gamble Company (“P&G”) in order for the Plans’ administrator, Fidelity Investments (“Fidelity”), 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; and
     
  (ii) you would be unable to trade in Gillette or P&G common stock or derivatives during the Blackout Period by virtue of Section 306 of the Sarbanes-Oxley Act of 2002.

When we issued the September 8th notice, we could not provide you with the exact dates of the Blackout Period because the closing date of the merger was not then known. But now that the FTC has cleared the merger, and the effective date of the merger is known, we can advise you that the Blackout Period will begin on and include Friday, September 30, 2005, and is expected to end at the close of the business day on Wednesday, October 5, 2005. Plan participants have also been informed of the expected length of the Blackout Period pursuant to the notice attached hereto as Exhibit A.

Please note that these dates are based upon our best estimate of the time necessary for Fidelity to administer to the Plans. If the duration of the Blackout Period should change, we will, if feasible, provide you with updated information. 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).






EXHIBIT A

Re: Important announcement concerning the P&G merger and impact of the trading blackout on your accounts in the Employees' Savings Plan, Supplemental Savings Plan and ESOP

By notice dated September 1, 2005, we advised you that, around the time of the merger, there will be a blackout of plan transactions involving Company stock. At that time, we did not know when the merger would take place. Now that the FTC has cleared the merger and the effective date of the merger is known, we can update you on the dates of the blackout period.

The blackout period will start on and include Friday September 30, 2005 and is expected to end at the close of the business day on Wednesday October 5, 2005. That means transactions involving Company stock in your plan accounts should resume on Thursday, October 6, 2005.

Please note that these dates are based upon our best estimate of the time necessary to complete the conversion of accounts. If the date the blackout period ends should change, we will provide updated information, if it is feasible to do so.

During this Blackout Period, you will NOT have the ability to make or request certain transactions that involve the Gillette Company Stock Fund, including the following:

  • You may not initiate loans, exchanges, withdrawals, or distributions involving the Gillette Company Stock Fund within the Employees’ Savings Plan or Supplemental Savings Plan.
    However, you may continue to request transactions that do not involve the Gillette Company
    Stock Fund.
  • Any loans, exchanges, withdrawals or distribution transactions that were requested by participants in the Employees’ Savings Plan, Supplemental Savings Plan and ESOP, but not processed by the end of business 4:00 PM (EST) on Thursday, September 29, 2005 will be cancelled automatically. (Please note that the entire transaction will be cancelled, not just the portion involving the Gillette Company Stock Fund.)
    Fidelity will attempt to notify you by telephone if your requested transaction was not processed
    due to the conversion, so that you can decide whether you wish to request the transaction again once the conversion is complete.
  • Any outstanding "real time trading" buy or sell orders for Gillette stock will be cancelled automatically as of 4:00 PM (EST) on Thursday, September 29, 2005.

At the end of the blackout period, the P&G Company Stock Fund will open as a replacement for the Gillette Company Stock Fund under the Employees’ Savings Plan, Supplemental Savings Plan and ESOP.

This stock conversion will be reflected as an "exchange" on your account statement and will happen automatically. You do not need to take any action. Also, any future contributions and loan repayments which were directed to the Gillette Company Stock Fund will be directed automatically to the new Procter & Gamble Company Stock Fund.

Edward E. Guillet
Chairman, Employees’ Savings Plan Committee



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