-----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, QKyekuQAR82pG/N1Fu0yew4OWt1ipRa5jApHK77J3yy75SWCmzV1xx6Ulf0narMl lM/vx+tx/YWzdHQ2mGoE9A== 0000950135-02-004345.txt : 20020926 0000950135-02-004345.hdr.sgml : 20020926 20020926171626 ACCESSION NUMBER: 0000950135-02-004345 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020926 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: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-86336 FILM NUMBER: 02773538 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 424B2 1 b44316b2e424b2.txt THE GILLETTE COMPANY Filed Pursuant to Rule 424(b)(2) File No. 333-86336 Prospectus Supplement to Prospectus Dated July 10, 2002. [GILLETTE LOGO] $500,000,000 The Gillette Company 3.50% Senior Notes due 2007 - -------------------------------------------------------------------------------- Gillette will pay interest on the notes on April 15 and October 15 of each year. The first interest payment will be made on April 15, 2003. The notes will mature on October 15, 2007 but are redeemable, in whole but not in part, prior to the maturity date by Gillette, at its option, on any interest payment date on or after October 15, 2004 at a redemption price equal to 100% of their unpaid principal amount. The notes will be issued only in denominations of $1,000 and integral multiples of $1,000. Lehman Brothers Inc. proposes to offer the notes from time to time for sale in negotiated transactions, or otherwise, at varying prices to be determined at the time of each sale. Lehman Brothers Inc. has agreed to purchase the notes from us at 99.829% of their principal amount ($499,145,000 aggregate proceeds, before expenses, to us), subject to the terms and conditions of the underwriting agreement between Lehman Brothers Inc. and us. --------------------------- Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. --------------------------- - -------------------------------------------------------------------------------- Lehman Brothers Inc. expects to deliver the notes in book-entry form only through the facilities of The Depository Trust Company against payment in New York, New York on October 1, 2002. LEHMAN BROTHERS September 24, 2002 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement describes the specific terms of the notes that we are offering and supplements the accompanying prospectus that is attached to the back of this prospectus supplement. This prospectus supplement modifies the accompanying prospectus to the extent it contains information that is different from or additional to the information in that prospectus. This prospectus supplement contains forward-looking statements. For a description of these statements and a discussion of the factors that may cause our actual results to differ materially from these statements, see "Note Regarding Forward-Looking Statements" in the accompanying prospectus. Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus supplement to "Gillette," the "Company," "we," "us," "our" or similar references mean The Gillette Company. USE OF PROCEEDS We estimate that the net proceeds from this offering will be approximately $499 million, after deducting offering expenses. We will use the net proceeds from the sale of the notes for the repayment of some of our outstanding short term commercial paper, which had a weighted average annual interest rate of 1.76% as of September 24, 2002. DESCRIPTION OF THE NOTES The following description of the particular terms of the notes supplements the description of the general terms of the debt securities under the caption "Description of Debt Securities" in the accompanying prospectus. We will issue the notes under an indenture dated as of April 11, 2002, as supplemented by a supplemental indenture relating to the notes, between us and Bank One, N.A., as trustee. We filed a copy of the indenture with the SEC as an exhibit to the registration statement that contains the accompanying prospectus. GENERAL The notes offered by this prospectus supplement will be our direct, unsecured and unsubordinated obligations and will rank equally in right of payment with all of our other unsecured and unsubordinated indebtedness. The notes do not have a sinking fund and will not be subject to repurchase by us at the option of holders prior to maturity. The defeasance provisions described in the accompanying prospectus under "Description of Debt Securities -- Defeasance" will apply to the notes. We may, without the consent of the holders of the notes, issue additional debt securities having the same ranking and the same interest rate, maturity and other terms as the notes other than the date of original issuance and the interest commencement date. Any additional debt securities having such similar terms, together with the notes, will constitute a single series of debt securities under the indenture. The notes will be issued in fully registered form, without coupons, in minimum denominations of $1,000 or integral multiples of $1,000 in excess thereof. The notes will be denominated and payable in U.S. dollars. The notes will be initially issued as global securities. See "-- Book-Entry, Delivery and Form" below for additional information concerning the notes and the book-entry system. The Depository Trust Company, or DTC, will be the depositary with respect to the notes. Settlement of the sale of the notes to the underwriter will be in immediately available funds. The notes will trade in DTC's Same-Day Funds Settlement System until maturity, and secondary market trading activity in the notes will therefore settle in immediately available funds. S-2 PRINCIPAL AND MATURITY The aggregate principal amount of the notes offered under this prospectus supplement is $500,000,000. The notes will mature on October 15, 2007. REDEMPTION We may elect to redeem the notes, in whole but not in part, prior to the maturity date on any interest payment date on or after October 15, 2004. Upon redemption, we will pay a redemption price equal to 100% of the unpaid principal amount thereof. In connection with our exercise of any redemption right, we must give written notice to registered holders of the notes to be redeemed not more than 60 nor less than 30 calendar days prior to the date of redemption. INTEREST The notes will bear interest at 3.50% per year (computed based on a 360-day year consisting of twelve 30-day months) from, and including, the date of issuance or from the most recent date to which interest has been paid or otherwise made available for payment by us. Interest on the notes will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2003. Interest payments will be made to the persons in whose names the notes are registered at the close of business on the first day, whether or not a business day, of the calendar month in which the related interest payment date occurs. PAYMENTS OF PRINCIPAL AND INTEREST We will make all payments of principal and interest in immediately available funds to DTC in The City of New York. If any interest payment date, the maturity date or, if applicable, the date of redemption, of a note falls on a day that is not a business day, we will make the required payment of principal and/or interest on the next succeeding business day, and no additional interest will accrue for the period from such interest payment date, the maturity date or, if applicable, the date of redemption. Business day means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York. CONSOLIDATION, MERGER AND SALE OF ASSETS The notes permit us to consolidate or merge with or into any other corporation or other organization, and convey, transfer or lease all or substantially all of our assets to any individual or organization, provided that: - the successor or transferee, if other than us, is a corporation or other organization organized and existing under the laws of the United States of America, any U.S. state or the District of Columbia; - the successor or transferee expressly assumes our obligations under the indenture; and - neither we nor any successor corporation or other organization is, immediately after any consolidation or merger, in default under the indenture. BOOK-ENTRY, DELIVERY AND FORM We have established depositary arrangements with DTC with respect to the notes, the terms of which are summarized in the accompanying prospectus under "Global Securities." S-3 UNDERWRITING Subject to the terms and conditions set forth in the underwriting agreement, we have agreed to sell all of the notes to Lehman Brothers Inc. at a price equal to 99.829% of the principal amount thereof. Lehman Brothers Inc. proposes to offer the notes from time to time for sale in negotiated transactions, or otherwise, at varying prices to be determined at the time of each sale. In connection with the sale of the notes, Lehman Brothers Inc. may be deemed to have received compensation from us in the form of underwriting discounts. Lehman Brothers Inc. may effect such transactions by selling the notes to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from Lehman Brothers Inc. and/or purchasers of the notes for whom they may act as agents or to whom they may sell as principal. We expect that delivery of the notes will be made against payment therefor on or about the closing date specified on the cover page of this prospectus supplement, which will be on the fifth business day following the date on which the notes are priced. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days after the date the securities are priced, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement; such purchasers should also consult their own advisors in this regard. In the ordinary course of their businesses, Lehman Brothers Inc. and its affiliates have engaged and may in the future engage in commercial banking and/or investment banking transactions with us and/or with our affiliates. We will pay transaction expenses, estimated to be approximately $100,000, relating to the offering of the notes. We have agreed to indemnify Lehman Brothers Inc. against certain liabilities, including liabilities under the Securities Act of 1933, as amended. LEGAL MATTERS The validity of the notes will be passed upon for us by Ropes & Gray, Boston, Massachusetts. Sidley Austin Brown & Wood LLP, New York, New York will act as counsel for the underwriter. S-4 PROSPECTUS $1,500,000,000 [GILLETE LOGO] DEBT SECURITIES --------------------- We may offer and sell our unsecured debt securities from time to time in one or more series. We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and any supplements carefully before you invest. This prospectus may be used to offer and sell securities only if accompanied by the prospectus supplement for those securities. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------- The Gillette Company Prudential Tower Building Boston, Massachusetts 02199 (617) 421-7000 --------------------- The date of this prospectus is July 10, 2002 TABLE OF CONTENTS
PAGE ---- About This Prospectus....................................... ii Note Regarding Forward-Looking Statements................... ii Where You Can Find More Information......................... iii Incorporation of Certain Documents by Reference............. iii The Company................................................. 1 Ratio of Earnings to Fixed Charges.......................... 4 Use of Proceeds............................................. 5 Description of Debt Securities.............................. 5 Global Securities........................................... 9 Plan of Distribution........................................ 12 Validity of Securities...................................... 13 Experts..................................................... 13
i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or "SEC", using a "shelf" registration process. Under this shelf process, we may from time to time sell the debt securities described in this prospectus in one or more offerings up to a total dollar amount of $1,500,000,000. This prospectus provides you with a general description of the debt securities we may offer. Each time we sell debt securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. If the terms of debt securities described in this prospectus and the accompanying prospectus supplement vary, you should rely on the information in the prospectus supplement. You should read both this prospectus and any prospectus supplement, together with the additional information described under the heading "Where You Can Find More Information." Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to "Gillette," the "Company," "we," "us," "our" or similar references mean The Gillette Company. NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated by reference in this prospectus may contain "forward-looking statements" under the federal securities laws. Forward-looking statements may be identified by words such as "plans," "expects," "believes," "anticipates," "estimates," "projects," "will" and other words of similar meaning used in conjunction with, among other things, discussions of future operations, acquisitions and divestitures, financial performance, our strategy for growth, product development and new product launches, market position and expenditures. Forward-looking statements are based on our current expectations of future events, but actual results could vary materially from our expectations and projections. Investors are cautioned not to place undue reliance on any forward-looking statements. We assume no obligation to update any forward-looking statements. We caution that historical results should not be relied upon as indications of future performance. Factors that could cause actual results to differ materially from those expressed in any forward-looking statements include, but are not limited to: - the pattern of our sales, including variations in sales volume within periods; - consumer demands and preferences including the acceptance by our customers and consumers of new products and line extensions; - the mix of products sold; - our ability to control our internal costs and the cost of raw materials; - competitive factors including the prices, promotional incentives and trade terms of our products and our response and the response of our customers and competitors to changes in these items; - technological advances by us and our competitors; - new patents granted to us and our competitors; - changes in exchange rates in one or more of our geographic markets; - changes in accounting policies; - acquisition and divestiture activities; or - the impact of general economic conditions in the United States and in other countries in which we currently do business. ii Please refer to the Cautionary Statements contained in our filings with the SEC incorporated by reference in this prospectus for a more detailed explanation of the inherent limitations of our forward-looking statements. WHERE YOU CAN FIND MORE INFORMATION We have filed with the SEC a registration statement under the Securities Act of 1933 that registers the offer and sale of the debt securities described in this prospectus. The registration statement, including its exhibits, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit from this prospectus some information included in the registration statement. In addition, we file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available over the Internet at the SEC's website at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities: Public Reference Room Northeast Regional Office Midwest Regional Office 450 Fifth Street, N.W. 233 Broadway Northwest Atrium Center Room 1024 16th Floor 500 West Madison Street Washington, D.C. 20549 Woolworth Building Suite 1400 New York, New York 10279-1803 Chicago, Illinois 60661-2511
You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, DC 20549. Please call 1-800 SEC-0330 for further information on the operations of the public reference facilities and copying charges. Our SEC filings are also available at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005 and are available on our website at http://www.gillette.com. Our website is not part of this prospectus. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring you to those documents. We incorporate by reference in this prospectus the documents listed below: - Our Annual Report on Form 10-K for the year ended December 31, 2001. - Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. We also incorporate by reference any future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we have sold all of the debt securities or the offering is otherwise terminated. 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. You can obtain any of the documents incorporated by reference in this prospectus from us, or from the SEC through the SEC's website at the address described above. 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 other than exhibits to such documents (unless such exhibits are specifically incorporated by reference in any such documents). Requests for such copies should be directed to The Gillette Company, Prudential Tower Building, Boston, Massachusetts 02199, Attention: Investor Relations, or by telephone to Investor Relations at (617) 421-7000. We have not authorized anyone to give any information or make any representation about us that is different from, or in addition to, the information and representations contained in this prospectus or in any of the materials that we have incorporated by reference into this prospectus. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this prospectus are unlawful, or if you are a person to whom it is unlawful to direct these activities, then the offer presented in this prospectus does not extend to you. The information contained in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies. iii THE COMPANY OUR BUSINESS The Gillette Company manufactures and sells a wide variety of consumer products throughout the world. We have five principal business segments. BLADES AND RAZORS We are the world leader in blades and razors. We sell our male shaving systems under the Mach3Turbo, Mach3, SensorExcel, Sensor, Atra, and Trac II brands and our male disposable razors under the Custom Plus and Good News brands. We sell our female shaving systems under the Gillette for Women Venus, Sensor Excel for Women and Sensor for Women brands and our female disposable razors under the Agility brand. PERSONAL CARE We sell shave preparations, after-shave products and deodorants and antiperspirants under the Gillette Series, Satin Care, Right Guard, Soft & Dri and Dry Idea brands. DURACELL We are the world leader in alkaline batteries for consumers. Our products include the Duracell Ultra and CopperTop alkaline batteries and Duracell primary lithium, zinc air and rechargeable nickel-metal hydride batteries. ORAL CARE We are the world leader in manual and power toothbrushes. We offer manual toothbrushes under the Oral-B brand and power toothbrushes under the Braun and Oral-B brands. BRAUN We sell electric shavers under the Braun brand and hair epilators under the Silk Epil brand. These products include the number one foil electric shaver for men and the number one hair epilator for women. We also sell small household appliances under the Braun brand. THE COMPANY Founded in 1901, we are a Delaware corporation with our registered office in Wilmington, Delaware. As of December 31, 2001, we had manufacturing operations at 34 facilities in 15 countries and distributed our products through wholesalers, retailers and agents in over 200 countries and territories. Our common stock is listed on the Boston, Chicago, New York and Pacific stock exchanges in the United States under the symbol "G" and on the Berlin, Dusseldorf and Frankfurt stock exchanges. Our principal executive offices are located at Prudential Tower Building, Boston, Massachusetts 02199. Our telephone number at that address is (617) 421-7000. For additional information about our business, please see our Form 10-K for the fiscal year ended December 31, 2001 and our other filings with the SEC which are incorporated by reference into this prospectus. The capitalized terms used above are our registered trademarks or trade names, or those of our licensors. 1 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA The following table sets forth selected financial data as of and for the six fiscal years ended December 31, 2001, 2000, 1999, 1998, 1997 and 1996 and as of and for the three months ended March 31, 2002 and 2001. We derived the financial data as of the end of and for each of the fiscal years 1996-2001 from our audited consolidated financial statements. The summary historical financial data as of and for the three months ended March 31, 2002 and 2001 were derived from our unaudited consolidated financial statements. These data are qualified in their entirety by, and should be read together with, the more detailed information appearing in our consolidated historical financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other financial information incorporated by reference into this prospectus.
Three Months Ended MARCH 31, YEARS ENDED DECEMBER 31, ------------------ -------------------------------------------------------------- 2002 2001 2001(a) 2000(b) 1999 1998(c) 1997 1996(d) ------- ------- ------- ------- ------- ------- ------- ------- (MILLIONS, EXCEPT PER SHARE AMOUNTS, EMPLOYEES AND RATIOS) SUMMARY OF OPERATIONS Net Sales(e)(g) $ 1,732 $ 1,621 8,961 9,225 9,074 9,136 9,084 8,735 Profit from Operations(e) $ 328 319 1,498 1,512 2,087 1,776 2,168 1,514 Income before Income Taxes Continuing $ 323 264 1,342 1,288 1,912 1,656 2,065 1,403 Discontinued $ -- -- -- (531) 18 13 156 122 ------- ------- ------- ------- ------- ------- ------- ------- 323 264 1,342 757 1,930 1,669 2,221 1,525 Net Income Continuing $ 233 182 910 821 1,248 1,073 1,327 871 Discontinued $ -- -- -- (429) 12 8 100 78 ------- ------- ------- ------- ------- ------- ------- ------- 223 182 910 392 1,260 1,081 1,427 949 Weighted Average Common Shares Outstanding Basic 1,056 1,054 1,055 1,054 1,089 1,117 1,118 1,107 Assuming Full Dilution 1,060 1,059 1,058 1,063 1,111 1,144 1,148 1,140 PER COMMON SHARE DATA Net Income per Common Share: Basic Continuing $ .21 .17 .86 .78 1.14 .95 1.18 .78 Discontinued $ -- -- -- (.41) .01 .01 .09 .07 ------- ------- ------- ------- ------- ------- ------- ------- .21 .17 .86 .37 1.15 .96 1.27 .85 Assuming Full Dilution Continuing $ .21 .17 .86 .77 1.13 .94 1.15 .76 Discontinued $ -- -- -- (.40) .01 .01 .09 .07 ------- ------- ------- ------- ------- ------- ------- ------- .21 .17 .86 .37 1.14 .95 1.24 .83 Dividends Declared per Common Share: Gillette $ .1625 .1625 .65 .65 .59 .51 .43 .36 Duracell $ .58 Stock Price, end of period $ 34.01 31.17 33.40 36.13 41.19 47.81 50.22 38.88 BALANCE SHEET DATA Net Property, Plant and Equipment(e) $ 3,478 3,491 3,548 3,550 3,467 3,285 2,918 2,404 Total Assets(e) $ 9,828 9,698 9,946 10,213 10,612 10,630 9,636 9,171 Long-Term Debt $ 1,649 1,404 1,654 1,650 2,931 2,256 1,476 1,490 Stockholders' Equity $ 2,366 2,079 2,137 1,924 3,060 4,543 4,841 4,471 OTHER INFORMATION Net Interest Expense $ 20 44 141 218 129 86 69 67 Depreciation and Amortization(e) $ 120 124 509 535 464 421 384 347 Capital Expenditures(e) $ 78 157 624 793 889 952 933 787 Employees(e) 31,500 35,200 31,500 35,200 37,600 39,800 40,500 40,400 Ratio of Earnings to Fixed Charges(f) 11.5x 5.7x 8.2x 5.7x 12.3x 13.7x 20.8x 15.9x
- --------------- (a) In 2001, charges for restructuring and asset impairment expenses reduced profit from operations and income before income taxes by $172 million, net income by $135 million and net income per common share, both basic and assuming full dilution, by $.13. (b) In 2000, charges for restructuring and asset impairment expenses reduced profit from operations and income before income taxes by $572 million, net income by $430 million and net income per common share, both basic and assuming full dilution, by $.41. (c) In 1998, a charge for reorganization and realignment expenses reduced profit from operations and income before income taxes by $440 million, net income by $285 million, net income per common share, basic, by $.26, and net income per common share, assuming full dilution, by $.25. (d) In 1996, charges for merger-related costs reduced profit from operations and income before income taxes by $413 million, net income by $283 million, net income per common share, basic, by $.26 and net income per common share, assuming full dilution, by $.25. (e) Represents continuing operations. (f) For purposes of calculating the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes and fixed charges. Fixed charges consist of interest on indebtedness, amortization of debt premium, the interest component of rentals and preferred stock dividend requirements. (g) We adopted EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services," on January 1, 2002. This standard addresses the income statement classification of slotting fees, cooperative advertising arrangements and buydowns. Our financial data for the three months ended March 31, 2002 and 2 2001 presented above reflect the adoption of EITF 00-25. Our financial data for each of the years ended December 31, 1996 through 2001 presented above have not been adjusted to reflect the adoption of EITF 00-25. If this standard had been adopted for each of these years, net sales would have been reduced by $877 million in 2001, $915 million in 2000, $750 million in 1999, $740 million in 1998, $664 million in 1997 and $619 million in 1996. Selling, general and administrative expenses would have been reduced by the same amounts in each year. The reclassifications would have no impact on profit from operations, net income or net income per common share. As described in the "Accounting Pronouncements" section of the Notes to Consolidated Financial Statements of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, incorporated by reference in this prospectus, we adopted SFAS 142, Goodwill and Other Intangible Assets, as of January 1, 2002. SFAS 142 requires that goodwill and other intangible assets with indefinite lives no longer be amortized, but instead be tested for impairment, at least annually, in accordance with the new impairment testing provisions of SFAS 142. Statement 142 also requires that intangible assets with estimable useful lives be amortized over their respective useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The net impact of our adoption of SFAS 142 is a reduction of annual amortization expense of $34 million. No impairment losses were recognized due to the change in accounting principle. The following summarizes the estimated impact on our reported net income and net income per common share for the years ended December 31, 2001, 2000 and 1999 and the three months ended March 31, 2001 had SFAS 142 been adopted for those earlier periods.
THREE MONTHS ENDED MARCH 31 YEAR ENDED DECEMBER 31 --------------- -------------------------- 2002 2001 2001 2000 1999 ------ ------ ------- ------- ------ NET INCOME: As reported......................................... $ 223 $ 182 $ 910 $ 392 $1,260 Add: Goodwill amortization, net of tax.............. $ 6 $ 23 $ 22 $ 22 Add: Trademark amortization, net of tax............. $ 2 $ 8 $ 8 $ 8 Less: Amortization from change in useful lives, net of tax........................................... $ (2) $ (8) $ (8) $ (8) ----- ----- ------- ------- ------ Adjusted............................................ $ 223 $ 188 $ 933 $ 414 $1,282 ===== ===== ======= ======= ====== NET INCOME PER COMMON SHARE: Basic - As reported......................................... $0.21 $0.17 $ 0.86 $ 0.37 $ 1.15 Add: Goodwill amortization, net of tax.............. $0.01 $ 0.02 $ 0.02 $ 0.02 Add: Trademark amortization, net of tax............. -- $ 0.01 $ 0.01 $ 0.01 Less: Amortization from change in useful lives, net of tax........................................... -- $ (0.01) $ (0.01) $(0.01) ----- ----- ------- ------- ------ Adjusted............................................ $0.21 $0.18 $ 0.88 $ 0.39 $ 1.17 ===== ===== ======= ======= ====== Assuming full dilution - As Reported......................................... $0.21 $0.17 $ 0.86 $ 0.37 $ 1.14 Add: Goodwill amortization, net of tax.............. $0.01 $ 0.02 $ 0.02 $ 0.02 Add: Trademark amortization, net of tax............. -- $ 0.01 $ 0.01 $ 0.01 Less: Amortization from change in useful lives, net of tax........................................... -- $ (0.01) $ (0.01) $(0.01) ----- ----- ------- ------- ------ Adjusted............................................ $0.21 $0.18 $ 0.88 $ 0.39 $ 1.16 ===== ===== ======= ======= ======
3 RATIO OF EARNINGS TO FIXED CHARGES The table below sets forth the ratio of earnings to fixed charges of The Gillette Company and our consolidated subsidiaries for each of the periods indicated.
THREE MONTHS ENDED MARCH 31, FISCAL YEAR ENDED DECEMBER 31 - ------------------ ----------------------------------- 2002 2001 2001 2000 1999 1998 1997 - -------- ------- ---- ---- ----- ----- ----- 11.5x 5.7x 8.2x 5.7x 12.3x 13.7x 20.8x
For purposes of calculating these ratios, earnings consist of income from continuing operations before income taxes and fixed charges. Fixed charges consist of interest on indebtedness, amortization of debt premium, the interest component of rentals and preferred stock dividend requirements. 4 USE OF PROCEEDS Unless the prospectus supplement indicates otherwise, we anticipate that the net proceeds to be received from the sale of the debt securities will be used to repay indebtedness and for other general corporate purposes, which may include repurchase of our shares, working capital, capital expenditures, acquisitions and other business opportunities. DESCRIPTION OF DEBT SECURITIES We will issue the debt securities under an indenture dated as of April 11, 2002, between us and Bank One, N.A., as trustee. We filed a copy of the indenture with the SEC as an exhibit to the registration statement that contains this prospectus. The following summary describes the material terms of the indenture. The summary is subject to, and is qualified in its entirety by reference to, all of the provisions of the indenture. The following summary describes the general terms of the debt securities. The prospectus supplement will include the particular terms of debt securities being offered which differ from or add to these general terms. The debt securities will be unsecured and will rank equally with all of our other unsecured and unsubordinated indebtedness. In this section, the words "we," "us," "our" or "the Company" do not include any current or future subsidiary of The Gillette Company. GENERAL We may issue the debt securities from time to time in one or more series. The indenture does not limit the aggregate principal amount of debt securities or of any series of debt securities that we may issue under it. Neither the indenture nor the debt securities will limit or otherwise restrict the amount of other indebtedness, including secured indebtedness, which we may incur or other securities which we may issue. The applicable prospectus supplement will include the particular terms of an issue of debt securities, including: - the title and series designation; - the aggregate principal amount and the limit, if any, on the aggregate principal amount or initial public offering price of the debt securities of that series; - any rate or rates (or method for establishing the rate or rates) at which the debt securities shall bear interest; - the date from which any interest shall accrue; - any interest payment dates; - the stated maturity date or dates on which principal is payable; - whether the debt securities are to be issued in global form; - any sinking fund requirements; - any provisions for redemption, and the redemption price or prices; - the denominations in which the debt securities shall be issuable; - whether the debt securities are denominated or payable in United States dollars or a foreign currency or units of two or more foreign currencies; - the place or places where payments on the debt securities shall be made and the debt securities may be presented for registration of transfer or exchange; 5 - whether any of the debt securities will be subject to defeasance in advance of the date for redemption or the stated maturity date; - if other than the full principal amount, the portion of the principal amount of the debt securities payable upon acceleration of the maturity of the debt securities; - any index used to determine the amount of payment of principal of, and premium, if any, and interest on the debt securities; - the person to whom any interest on the debt securities of the series shall be payable if other than the registered holder; - if the principal amount payable at maturity of any debt securities is not determinable as of any one or more dates prior to such maturity, the manner in which that amount that shall be deemed to be the principal amount of the debt securities on or prior to the maturity date shall be determined; - any additional or different defaults or events of default that apply to debt securities of the series and any change in the right of the trustee or the required holders of those debt securities to declare the principal thereof due and payable; - any additional or different covenants that apply to debt securities of the series; and - any other terms of the debt securities. Please see the accompanying prospectus supplement for the terms of the specific debt securities we are offering. We will have the right to redeem the debt securities only upon written notice mailed between 30 and 60 days prior to the redemption date. If we plan to redeem the debt securities, then before the redemption occurs we are not required to: - issue, register the transfer of, or exchange any debt security of that series during the period beginning 15 days before we mail the notice of redemption and ending on the day we mail the notice; or - after we mail the notice of redemption, register the transfer of or exchange any debt security selected for redemption, except, if we are only redeeming a part of a debt security, we are required to register the transfer of or exchange the unredeemed portion of the debt security if the holder so requests. We may issue debt securities as "original issue discount securities," which bear either no interest or interest at a rate which at the time of issuance is below market rates. Such securities will be sold at a substantial discount below their principal amount. In the event that the maturity of an original issue discount security is accelerated, the amount payable to the holder upon acceleration will be determined in accordance with the terms of that security and the indenture, but will be an amount less than the amount payable at the stated maturity of the principal of the security. The prospectus supplement will describe special federal income tax and other considerations relating to original issue discount securities. The indenture provides that, without the consent of any holders, we and the trustee may enter into one or more supplemental indentures for certain purposes, including: - to add to our covenants for the benefit of the holders of all or any series of debt securities or to surrender any right or power conferred upon us in the indentures; and - to add any additional defaults of events of defaults. In the event any sinking fund is established for the retirement of debt securities of any series, we may satisfy all or any part of the sinking fund payments with debt securities of such series under some circumstances and to the extent provided for by the terms of such debt securities. The covenants contained in the indenture and the debt securities will not protect holders in the event of a sudden decline in our creditworthiness that might result from a recapitalization, restructuring, or other highly leveraged transaction or otherwise. 6 REGISTRATION AND TRANSFER Unless otherwise indicated in the prospectus supplement, we will issue each series of debt securities in registered form only, without coupons and in denominations of $1,000 or integral multiples thereof. Holders may present debt securities in registered form for registration of transfer or exchange for other debt securities of the same series at the corporate trust office of the trustee. No service charge will be made for any registration of transfer or exchange of the debt securities except to cover any tax or other governmental charge payable in connection with the registration of transfer or exchange. PAYMENT AND PLACE OF PAYMENT We will pay principal of, and premium, if any, and interest on the debt securities at the corporate trust office of the trustee. However, at our option, we may pay any interest by check mailed to the holders of registered debt securities at their registered addresses or by wire transfer or other method acceptable to such holders. EVENTS OF DEFAULT The following are "events of default" under the indenture with respect to any series of debt securities: - default in the payment of any principal or premium when due; - default in the payment of any interest when due, which continues for 30 days; - default in the deposit of any sinking fund payment when due, which continues for 30 days; - default in the performance of any other obligation contained in the indenture for the benefit of debt securities of that series, which continues for 90 days after written notice by the trustee or by the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series; - specified events of bankruptcy, insolvency or reorganization; and - any other event of default provided with respect to debt securities of that series. If an event of default under the indenture occurs and continues for any series of debt securities, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding securities of that series may declare the principal amount, or any lesser amount provided for in the debt securities of that series, to be due and payable immediately. After the trustee or the holders have accelerated a series of debt securities, but before the trustee has obtained a judgment or decree for payment of money due, the holders of at least a majority in aggregate principal amount of outstanding debt securities of that series may, under specified circumstances, rescind and annul the acceleration. The holders of at least a majority in principal amount of the outstanding debt securities of any series may waive an event of default with respect to that series, except a default: - in the payment of the principal of, and premium, if any, and interest on any debt securities of that series; or - in an obligation contained in, or a provision of, the indenture which cannot be modified under the terms of the indenture without the consent of each holder of outstanding debt securities of the affected series. The holders of at least a majority in principal amount of the outstanding debt securities of a series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to debt securities of that series, provided that this direction is not in conflict with any rule of law or the indenture. Before proceeding to exercise any right or power under the indenture at the direction of the holders, the trustee is entitled to receive from those 7 holders reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in complying with the direction. A holder of any debt security of any series will have the right to institute a proceeding with respect to the indenture or for any remedy thereunder, if: - that holder previously gave written notice to the trustee of a continuing event of default with respect to debt securities of that series; - the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of that series also shall have made written request to the trustee to institute the proceeding as trustee and offered the trustee indemnity satisfactory to the trustee; - the trustee shall have failed to institute the proceeding within 60 days; and - the trustee shall not have received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with such request during that 60-day period. However, any holder of a debt security has the absolute, unconditional right to institute suit for any defaulted payment after the due date for payment under that debt security. We are required to furnish to the trustee annually a statement as to the performance of our obligations under the indenture and as to any default in such performance. MODIFICATION AND WAIVER The indenture may be modified and amended by us and the trustee through a supplemental indenture, with the consent of holders of at least a majority in principal amount of each series of debt securities affected. However, without the consent of each holder of any debt security affected, we may not amend or modify any indenture to: - change the stated maturity date of the principal, or any installment of principal of or interest on, any debt security; - reduce the principal amount of or the rate of interest on any debt security or any premium payable upon the redemption of any debt security; - reduce the amount of principal of an original issue discount security payable upon acceleration of its maturity; - change the place or currency of payment of principal of, or any premium or interest on, any debt security; - impair the right to institute suit for the enforcement of any payment with respect to any debt security; - reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to modify or amend the indenture or to waive compliance with certain provisions of the indenture; or - reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to waive any past default. Under limited circumstances and only upon the fulfillment of conditions, we and the trustee may make modifications and amendments to the indenture without the consent of any holders of the debt securities. 8 CONSOLIDATION, MERGER AND SALE OF ASSETS We may consolidate or merge with or into any other corporation or other organization, and we may convey, transfer or lease all or substantially all of our assets to any individual or organization, provided that: - the successor or transferee, if other than us, is a corporation or other organization organized and existing under the laws of the United States of America, any U.S. state or the District of Columbia or is a corporation or other organization organized under the laws of a foreign jurisdiction and the successor or transferee consents to the jurisdiction of the courts of the United States or any state thereof; - the successor or transferee expressly assumes our obligations under the indenture; and - neither we nor any successor corporation or other organization is, immediately after any consolidation or merger, in default under the indenture. REGARDING THE TRUSTEE Bank One, N.A. is the trustee under the indenture. We maintain banking relationships with the trustee and affiliates of the trustee in the ordinary course of business. DEFEASANCE Unless otherwise provided in the prospectus supplement for such series of debt securities, we may cause ourself (subject to the terms of the indenture) to be discharged from any and all obligations with respect to any debt securities or series of debt securities (except for certain obligations to register the transfer or exchange of such debt securities, to replace such debt securities if stolen, lost or mutilated, to maintain paying agencies and to hold money for payment in trust) on or after the date the conditions set forth in the indenture are satisfied. Such conditions include the deposit with the trustee, in trust for such purpose, of money and/or U.S. government obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, and premium, if any, and interest on such debt securities on the stated maturity date of such payments or upon redemption, as the case may be, in accordance with the terms of the indenture and such debt securities. Under current U.S. Federal income tax law, the defeasance of the debt securities would be treated as a taxable exchange of the relevant debt securities in which holders of debt securities would recognize gain or loss. In addition, thereafter, the amount, timing and character of amounts that holders would be required to include in income might be different from that which would be includable in the absence of such defeasance. Prospective investors are urged to consult their own tax advisors as to the specific consequences of a defeasance, including the applicability and effect of tax laws other than the U.S. Federal income tax law. GOVERNING LAW The indenture and the debt securities will be governed by and construed in accordance with the laws of the State of New York. GLOBAL SECURITIES We may issue the debt securities in whole or in part in the form of one or more fully registered global securities, each a "global security" that will be deposited with, or on behalf of, a depositary. Unless otherwise indicated in the prospectus supplement, the depositary will be The Depositary Trust Company, or "DTC," and the debt securities will be registered in the name of Cede & Co. or another nominee of DTC. The specific terms of the depositary arrangement with respect to any debt securities will be described in the prospectus supplement. We anticipate that the following provisions will apply to all depositary arrangements. 9 So long as the depositary or its nominee is the holder of a global security, the depositary or the nominee will be considered the sole owner or holder of the debt securities represented by the global security for all purposes under the indenture. Except as set forth below, owners of beneficial interests in a global security representing debt securities: - will not be entitled to have the debt securities registered in their names; - will not receive or be entitled to receive physical delivery of the debt securities in certificated form; and - will not be considered the owners or holders of the debt securities under the indenture. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of the depositary and, if that person is not a participant in the depositary, on the procedures of the participant through which that person owns its interest, to exercise any rights of a holder under the indenture. We understand that, under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a global security desires to give or take any action which a holder is entitled to give or take under the indenture, the depositary will authorize the participants holding the relevant beneficial interest to give or take that action, and the participants will authorize beneficial owners owning through them to give or take (or direct the participants to give or take) that action. Payments of principal of, and premium, if any, and interest on debt securities represented by a global security will be made to the depositary or its nominee as the registered holder of the global security representing the debt securities. Neither we, the trustee for the debt securities, any paying agent for the debt securities nor the securities registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global security for the debt securities or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. Global debt securities may be exchanged for certificated debt securities only if: - the depositary has notified us that it is unwilling or unable to continue as depositary for the global debt security or has ceased to be a clearing agency registered under the Securities Exchange Act at a time when such depositary is requested to be so registered in order to act as depositary; - there shall have occurred and be continuing an event of default with respect to the debt securities represented by the global debt security; or - we decide, in our sole discretion, that the global debt security shall be exchangeable. Unless and until it is exchanged in whole or in part for debt securities in certificated form for any of the reasons above, a global security may not be transferred except as a whole by the depositary to a nominee of the depositary, by a nominee of the depositary to the depositary or another nominee of the depositary, or by the depositary or any such nominee to a successor of the depositary or a nominee of such successor. BOOK-ENTRY ISSUANCE DTC has advised us that: - DTC is a limited purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act. - DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants' accounts. This eliminates the need for physical movement of securities certificates. Participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. DTC is owned by a number of 10 its participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain custodial relationships with direct participants, either directly or indirectly ("indirect participants"). The rules applicable to DTC and its participants are on file with the SEC. - Purchases of debt securities within the DTC system must be made by or through direct participants, which will receive a credit for the debt securities on DTC's records. The ownership interest of each actual purchaser of each debt security (a "beneficial owner") is in turn recorded on the direct and indirect participants' records. DTC will maintain accounts showing the debt security holdings of its participants, and these participants will in turn maintain accounts showing the debt security holdings of their customers. Some of these customers may themselves be securities intermediaries holding debt securities for their customers. Thus, each beneficial owner of a book-entry debt security will hold that debt security indirectly through a hierarchy of intermediaries, with DTC at the "top" and the beneficial owner's own securities intermediary at the "bottom." - Beneficial owners will not receive written confirmation from DTC of their purchases. Instead, beneficial owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which the beneficial owners purchased the debt securities. Transfers of ownership interests in the debt securities are accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the debt securities, except in limited cases such as if use of the book-entry system for the debt securities is discontinued. - DTC has no knowledge of the actual beneficial owners of the debt securities. DTC's records reflect only the identity of the direct participants to whose accounts those debt securities are credited, which may or may not be the beneficial owners. The direct and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers. - Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners, and the voting rights of direct participants, indirect participants and beneficial owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. - Redemption notices will be sent to Cede & Co. (or other DTC nominee) as the registered holder of the debt securities. If less than all of the debt securities are being redeemed, DTC's current practice is to determine by lot the amount of the interest of each direct participant to be redeemed. - Although voting with respect to the debt securities is limited to the holders of record of the debt securities, in those instances in which a vote is required, neither DTC nor Cede & Co. (or other DTC nominee) will itself consent or vote with respect to the debt securities. Under its usual procedures, DTC will mail an omnibus proxy to the trustee as soon as possible after the record date. An omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose accounts the debt securities are credited on the record date, who are identified in a listing attached to the omnibus proxy. - Redemption proceeds and distribution payments on the debt securities will be made by us or the trustee to Cede & Co. (or other DTC nominee) as registered holder of the debt securities. DTC's practice is to credit direct participants' accounts on the relevant payment date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payments on that payment date. Payments by participants to beneficial owners will be governed by standing instructions and customary practices and will be the responsibility of participants and not of DTC, the trustee or us, subject to any applicable statutory or regulatory requirements. Payment of redemption proceeds and distributions to DTC is the responsibility of us or the trustee, and 11 disbursements of those payments to the beneficial owners is the responsibility of direct and indirect participants. - DTC may discontinue providing its services as securities depositary with respect to any of the debt securities at any time by giving reasonable notice to the trustee and us. Under these circumstances, in the event that a successor securities depositary is not obtained, definitive certificates representing such debt securities are required to be printed and delivered. Additionally, we, at our option, may decide to discontinue use of the system of book-entry transfers through DTC (or a successor depositary). In that event, definitive certificates for such debt securities will be printed and delivered. Neither we nor the trustee has any responsibility for the performance by DTC or its participants of their respective obligations as described herein or under the rules and procedures governing their respective operations. PLAN OF DISTRIBUTION We may sell securities: - to the public through one or more underwriters or dealers; - through one or more agents; or - directly to purchasers. The distribution of the securities may be effected from time to time in one or more transactions: - at a fixed price or prices, which may be changed from time to time; - at market prices prevailing at the time of sale; - at prices related to those prevailing market prices; or - at negotiated prices. Each prospectus supplement will describe the method of distribution of the securities and any applicable restrictions. The prospectus supplement with respect to the securities of a particular series will describe the terms of the offering of the securities, including the following: - the name or names of any underwriters, dealers or agents; - the public offering or purchase price; - any discounts and commissions to be allowed or paid to the underwriters or agents; - all other items constituting underwriting compensation; - any discounts and commissions to be allowed or paid to dealers; and - any exchanges on which the securities will be listed. We may agree to enter into an agreement to indemnify the agents, dealers and underwriters against specified civil liabilities, including liabilities under the Securities Act, or to contribute to payments the agents, dealers or underwriters may be required to make. Underwriters and their associates and affiliates may be customers of, have borrowing relationships with, engage in other transactions with, and/or perform services, including investment banking services, for us or one or more of our affiliates in the ordinary course of business. The debt securities will be new issues of securities and will have no established trading market. Unless otherwise indicated in the prospectus supplement relating to a specific issuance of debt securities, the debt 12 securities will not be listed on a national securities exchange or the Nasdaq National Market. We can give no assurance as to the liquidity of or the existence of trading markets for the debt securities. VALIDITY OF SECURITIES The validity of the debt securities will be passed upon for us by Ropes & Gray, Boston, Massachusetts. EXPERTS The consolidated financial statements of The Gillette Company as of December 31, 2001 and 2000, and for each of the years in the three-year period ended December 31, 2001, have been incorporated by reference in this prospectus in reliance upon the report of KPMG LLP, independent accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. 13 - ------------------------------------------------------ - ------------------------------------------------------ NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS ARE AN OFFER TO SELL ONLY THE NOTES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS CURRENT ONLY AS OF ITS DATE. --------------------------- TABLE OF CONTENTS
PAGE ---- Prospectus Supplement About This Prospectus Supplement...... S-2 Use of Proceeds....................... S-2 Description of the Notes.............. S-2 Underwriting.......................... S-4 Legal Matters......................... S-4 Prospectus About This Prospectus................. ii Note Regarding Forward-Looking Statements.......................... ii Where You Can Find More Information......................... iii Incorporation of Certain Documents by Reference........................... iii The Company........................... 1 Ratio of Earnings to Fixed Charges.... 4 Use of Proceeds....................... 5 Description of Debt Securities........ 5 Global Securities..................... 9 Plan of Distribution.................. 12 Validity of Securities................ 13 Experts............................... 13
- ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ $500,000,000 THE GILLETTE COMPANY 3.50% Senior Notes due 2007 --------------------------- [GILLETTE LOGO] --------------------------- LEHMAN BROTHERS - ------------------------------------------------------ - ------------------------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----