-----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, PwFi764D6J8hTnW9/bTGYu5CYWkanhwk+OVXRZ5b6HxGS7cdc3fRqj8NXkqz/WHk 59w2wCvpX746S19447EQgw== 0000950135-02-004390.txt : 20021001 0000950135-02-004390.hdr.sgml : 20021001 20021001135225 ACCESSION NUMBER: 0000950135-02-004390 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020924 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021001 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: 02778083 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 b44356gce8vk.txt GILLETTE COMPANY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 24, 2002 --------------------- THE GILLETTE COMPANY - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE 1-922 04-1366970 - -------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) PRUDENTIAL TOWER BUILDING, BOSTON, MASSACHUSETTS 02199 - -------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 421-7000 -------------------- ITEM 5. OTHER EVENTS In order to furnish certain exhibits for incorporation by reference into the Registration Statement on Form S-3 of The Gillette Company previously filed with the Securities and Exchange Commission (File No. 333-86336), which Registration Statement was declared effective by the Commission on July 10, 2002, The Gillette Company is filing an Underwriting Agreement, dated as of September 24, 2002, between The Gillette Company and Lehman Brothers Inc. as Exhibit 1.3 to such Registration Statement; a Third Supplemental Indenture, dated as of October 1, 2002, by and between The Gillette Company and Bank One, N.A., as trustee, supplementing the Indenture, dated as of April 11, 2002, as Exhibit 4.6 to such Registration Statement; a 3.50% Senior Note due 2007 issued by The Gillette Company pursuant to the Underwriting Agreement as Exhibit 4.7 to such Registration Statement; and an opinion of Ropes & Gray, regarding the validity of such Note, as Exhibit 5.4 to such Registration Statement. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) EXHIBITS: --------- 1.3. Underwriting Agreement, dated as of September 24, 2002, by and between The Gillette Company and Lehman Brothers Inc. 4.6. Third Supplemental Indenture, dated as of October 1, 2002, by and between The Gillette Company and Bank One, N.A. 4.7. 3.50% Senior Note due 2007 5.4. Opinion of Ropes & Gray. 23.5. Consent of Ropes & Gray (included in the opinion filed herewith as Exhibit 5.4). SIGNATURE 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: October 1, 2002 By: /s/ Gail F. Sullivan ----------------------------------- Name: Gail F. Sullivan Title: Vice President and Treasurer EXHIBIT INDEX The following designated exhibits are filed herewith: 1.3. Underwriting Agreement, dated as of September 24, 2002, by and between The Gillette Company and Lehman Brothers Inc. 4.6. Third Supplemental Indenture, dated as of October 1, 2002, by and between The Gillette Company and Bank One, N.A. 4.7. 3.50% Senior Note due 2007 5.4. Opinion of Ropes & Gray. 23.5. Consent of Ropes & Gray (included in the opinion filed herewith as Exhibit 5.4). EX-1.3 3 b44356gcexv1w3.txt UNDERWRITING AGREEMENT EXHIBIT 1.3 EXECUTION COPY ================================================================================ THE GILLETTE COMPANY (a Delaware corporation) 3.50% Senior Notes due 2007 Underwriting Agreement Dated: September 24, 2002 ================================================================================ $500,000,000 3.50% Senior Notes due 2007 THE GILLETTE COMPANY (a Delaware corporation) UNDERWRITING AGREEMENT September 24, 2002 Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: The Gillette Company, a Delaware corporation (the "Company"), confirms its agreement with Lehman Brothers Inc. (the "Underwriter"), with respect to the issue and sale by the Company and the purchase by the Underwriter of $500,000,000 aggregate principal amount of the Company's 3.50% Senior Notes due 2007 (the "Securities"). The Securities are to be issued pursuant to an indenture dated as of April 11, 2002 to be supplemented by that certain third supplemental indenture to be dated as of October 1, 2002 (collectively, the "Indenture") between the Company and Banc One, N.A., as trustee (the "Trustee"). The Securities will be issued in book-entry only form to Cede & Co., as nominee of The Depository Trust Company ("DTC"), pursuant to a letter agreement, to be dated as of the Closing Time (as defined in Section 2(b) (the "DTC Agreement"), among the Company, the Trustee and DTC. SECTION 1. REPRESENTATIONS AND WARRANTIES BY THE COMPANY. (a) Representations and Warranties. The Company represents and warrants to the Underwriter as of the date hereof and as of the Closing Time, and agrees with the Underwriter, as follows: (i) REGISTRATION STATEMENT AND PROSPECTUS. A registration statement on Form S-3 (File No. 333-86336) (the "Registration Statement") in respect of the Securities has been filed with the Securities and Exchange Commission (the "Commission"); the Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Underwriter, has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceeding for that purpose has been initiated or, to the Company's knowledge, threatened by the Commission (the various parts of the Registration Statement and any post-effective amendment thereto, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the Registration Statement at the time such part of the Registration Statement became effective but excluding Form T-1, each as amended at the time such part of the Registration Statement became effective, are hereinafter collectively called the "Registration Statement"; the prospectus relating to the Securities, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, being hereinafter called the "Prospectus"; any reference herein to the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to the applicable form under the Securities Act of 1933, as amended (the "Act"), as of the date of such Prospectus; any reference to any amendment or supplement to the Prospectus shall be deemed to include any documents filed after the date of such Prospectus, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in the Prospectus; any reference to any amendment to the Registration Statement shall be deemed to include any portion of an annual report of the Company filed pursuant to Sections 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented with respect to the Securities in the form in which it is initially filed with the Commission pursuant to Rule 424(b) under the Act in accordance with this Agreement (including any documents incorporated by reference therein as of the date of such filing)). The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects, to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder and do not, and will not, as of the applicable effective date as to the Registration Statement, and any amendment thereto, and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus and any amendment or supplement thereto, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriter expressly for use in the Prospectus as amended or supplemented relating to the Securities. (ii) INCORPORATED DOCUMENTS. The documents incorporated by reference in the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such documents when they were filed with the Commission contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 2 (iii) FINANCIAL STATEMENTS. Except as noted therein, the consolidated financial statements, and the related notes thereto, incorporated by reference in the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and changes in their consolidated cash flows for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis, and the supporting schedules included or incorporated by reference in the Prospectus present fairly in all material respects the information required to be stated therein; any pro forma financial information, and the related notes thereto, incorporated by reference in the Prospectus as amended or supplemented has been prepared in accordance with the applicable requirements of the Act and the Exchange Act, as applicable; and the selected and consolidated financial data and the summary financial information included or incorporated by reference in the Prospectus as amended or supplemented present fairly the information shown therein and, unless otherwise indicated therein, have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented. (iv) NO MATERIAL ADVERSE CHANGE IN BUSINESS. Since the respective dates as of which information is given in the Registration Statement or Prospectus as amended or supplemented, there has not been any material change in the capital stock of the Company or long-term debt of the Company and its consolidated subsidiaries taken as a whole or any material adverse change, or any known development involving the reasonable likelihood of a prospective material adverse change, in the business, operations or financial condition of the Company and its consolidated subsidiaries taken as a whole (a "Material Adverse Effect"); and, since the respective dates as of which information is given in the Registration Statement or the Prospectus as amended or supplemented, neither the Company nor any subsidiary of the Company that is a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X under the Act (each, a "Significant Subsidiary") has entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Company and its consolidated subsidiaries taken as a whole. (v) GOOD STANDING OF THE COMPANY. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with power and authority (corporate and other) to own its properties and conduct its business as conducted as of the date hereof, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not result in a Material Adverse Effect. (vi) GOOD STANDING OF SIGNIFICANT SUBSIDIARIES. Each of the Significant Subsidiaries has been duly organized and is validly existing under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own its properties and conduct its business as conducted as of the date hereof; and, except as set forth in Exhibit 21 to the Company's Annual Report on Form 10-K for the year ended 3 December 31, 2001, all the outstanding shares of capital stock or partnership interests of each Significant Subsidiary have been duly authorized and validly issued, are fully-paid and non-assessable, and (except, in the case of foreign subsidiaries, for directors' qualifying shares) are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, security interests and claims; (vii) AUTHORIZATION OF AGREEMENT. This Agreement has been duly authorized, executed and delivered by the Company. (viii) AUTHORIZATION OF THE INDENTURE. The Indenture has been duly authorized by the Company and at the Closing Time will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (ix) AUTHORIZATION OF THE SECURITIES. The Securities have been duly authorized by the Company and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture. (x) ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company nor any of its Significant Subsidiaries is, or with the giving of notice or lapse of time or both would be, in violation of or in default under, its charter or by-laws or any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument which is material to the Company and its consolidated subsidiaries taken as a whole and to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them or any of their respective properties is bound, except for violations and defaults which individually and in the aggregate would not result in a Material Adverse Effect; the execution, delivery and performance by the Company of its obligations under this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument which is material to the Company and its consolidated subsidiaries taken as a whole and to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject, nor will any such action result in any violation of the provisions of the Certificate of Incorporation or the By-Laws of the Company or any 4 applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, its Significant Subsidiaries or any of their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, the Indenture and the Securities, except (1) such consents, approvals, authorizations, orders, registrations or qualifications as have been obtained under the Act, (2) such consents, approvals, authorizations, orders, registrations or qualifications as will be required under the Act or the Trust Indenture Act and (3) as may be required under state securities or Blue Sky Laws in connection with the purchase and distributions of the Securities by the Underwriter. (xi) ABSENCE OF PROCEEDINGS. There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its Significant Subsidiaries is or is threatened to be a party or to which any property of the Company or any of its Significant Subsidiaries is or is threatened to be the subject which could individually or in the aggregate reasonably be expected to result in a Material Adverse Effect. (xii) ABSENCE OF FURTHER REQUIREMENTS. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder or under the Indenture, in connection with the offering, issuance or sale of the Securities hereunder, or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance by the Company of this Agreement or the Indenture, except such as have been already obtained or as may be required under the Exchange Act, the Act or the rules and regulations of the Commission promulgated thereunder or by state securities laws, and except for the qualification of the Indenture under the Trust Indenture Act. (xiii) DESCRIPTION OF THE SECURITIES AND THE INDENTURE. The Securities and the Indenture conform to the descriptions thereof contained in the Prospectus as amended or supplemented; and the statements set forth in the Prospectus as amended or supplemented under the captions "Description of Debt Securities" and "Description of the Notes," insofar as they purport to constitute a summary of the terms of the Securities, and under the captions "Plan of Distribution" and "Underwriting," insofar as they purport to describe the provisions of the documents referred to therein, accurately and fairly summarize such matters in all material respects. (xiv) RATINGS. The Company has requested ratings on the Securities from Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and Moody's Investors Services, Inc ("Moody's"). The Company has no reason to believe that such ratings would be lower than "AA-" by S&P and "Aa3" by Moody's. (xv) INVESTMENT COMPANY ACT. The Company is not and, after giving effect to the offering and sale of the Securities, will not be, an "investment company", as such 5 term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"). (xvi) NO STABILIZATION OR MANIPULATION. None of the Company, its Significant Subsidiaries, or any of their respective officers, directors or controlling persons has taken, directly or indirectly, any action designed to cause or to result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (b) Officer's Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Underwriter or to counsel for the Underwriter shall be deemed a representation and warranty by the Company to the Underwriter as to the matters covered thereby. SECTION 2. SALE AND DELIVERY TO UNDERWRITER; CLOSING. (a) Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the price set forth on Schedule A, $500,000,000 aggregate principal amount of Securities. (b) Payment. Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the office of Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New York 10019 or at such other place as shall be agreed upon by the Underwriter and the Company, at 9:00 A.M. (Eastern time) on October 1, 2002 (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Company (such time and date of payment and delivery being herein called the "Closing Time"). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the account of the Underwriter of certificates for the Securities to be purchased by it. (c) Denominations; Registration. Certificates for the Securities shall be in such denominations ($1,000 or integral multiples thereof) and registered in such names as the Underwriter may request in writing at least one full business day before the Closing Time. The certificates representing the Securities shall be made available for examination and packaging by the Underwriter in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time. SECTION 3. COVENANTS OF THE COMPANY. The Company covenants with the Underwriter as follows: (a) Filing of Prospectus; Filings under the Exchange Act. To deliver to the Underwriter, if requested, a manually signed copy of the Registration Statement; to prepare the Prospectus as amended or supplemented in a form reasonably acceptable to the Underwriter and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this 6 Agreement or, if applicable, such earlier time as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Time to which the Underwriter shall reasonably object promptly after reasonable notice thereof (provided that the foregoing shall not apply to any of the Company's periodic filings with the Commission under the Exchange Act); to advise the Underwriter promptly of any such amendment or supplement after such Closing Time and furnish the Underwriter with copies thereof (provided that the foregoing shall not apply to any of the Company's periodic filings with the Commission under the Exchange Act); to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Underwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission (provided that the foregoing shall not apply to any of the Company's periodic filings with the Commission under the Exchange Act), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order. (b) Qualification of Securities for Offer and Sale. The Company will use its best efforts, in cooperation with the Underwriter, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as the Underwriter may designate and will maintain such qualifications in effect as long as required for the sale of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required in connection with the distribution of the Securities. (c) Delivery of Prospectus; Notice and Effect of Material Events. Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement, or as soon thereafter as practicable but in no event later than the Closing Time, to furnish the Underwriter with written and electronic copies of the Prospectus as amended or supplemented in New York City in such quantities as the Underwriter may reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Securities and if at such time any event shall have occurred that could reasonably be expected to have a Material Adverse Effect, or any event as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the 7 statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement such Prospectus or to file under the Exchange Act any document incorporated by reference in such Prospectus (other than the Company's periodic filings with the Commission under the Exchange Act) in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Underwriter, and confirm such notice in writing, and upon its request to file such document and to prepare and furnish without charge to the Underwriter and to any dealer in securities as many written and electronic copies as the Underwriter may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. (d) Financial Statements. To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158). (e) DTC. The Company will cooperate with the Underwriter and use its best efforts to permit the Securities to be eligible for clearance and settlement through the facilities of DTC. (f) Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus as amended or supplemented under "Use of Proceeds." (g) No Sales of Similar Securities. Subject to the immediately following sentence, the Company agrees that during the period beginning on the date of this Agreement and continuing to and including the Closing Time, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company that mature more than one year after the Closing Time and which are substantially similar to the Securities. Notwithstanding the restriction contained in the immediately preceding sentence, the Company may: (i) sell its commercial paper in the ordinary course of business and (ii) issue and sell debt securities pursuant to the Distribution Agreement, dated as of August 23, 2002, by and between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as agent. SECTION 4. PAYMENT OF EXPENSES. (a) Expenses. The Company will pay the following expenses incident to the performance of its obligations under this Agreement: (i) the preparation, printing, delivery to the Underwriter and any filing of the Registration Statement or the Prospectus (including financial statements and any schedules or exhibits and any document incorporated therein by reference) and of each amendment or supplement thereto, (ii) the preparation, printing and delivery to the Underwriter of this Agreement, the Indenture and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the fees and disbursements of the Company's counsel, accountants and other advisors, (iv) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in 8 connection with the Indenture and (v) any fees payable in connection with the rating of the Securities. The Underwriter will pay the following expenses incident to the performance of its obligations under this Agreement: (i) the preparation, issuance and delivery of the certificates for the Securities to the Underwriter, including any transfer taxes, any stamp or other duties payable upon the sale, issuance and delivery of the Securities to the Underwriter and any charges of DTC in connection therewith, (ii) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(b) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriter in connection therewith and in connection with the preparation of any Blue Sky Survey or any supplement thereto, (iii) any fees of the National Association of Securities Dealers, Inc. in connection with the Securities and (iv) the fees and disbursements of the Underwriter's counsel. (b) Termination of Agreement. If this Agreement is terminated by the Underwriter in accordance with the provisions of Section 5(g) or Section 9(a)(i) hereof, the Company shall reimburse the Underwriter for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriter. SECTION 5. CONDITIONS OF UNDERWRITER'S OBLIGATIONS. The obligations of the Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1(a) hereof or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions: (a) Registration Statement and Prospectus. The Prospectus as amended or supplemented shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 3(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Underwriter's reasonable satisfaction. (b) Opinion of Counsel for the Company. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of the General Counsel or a Deputy General Counsel of the Company, in form and substance satisfactory to the Underwriter. (c) Opinion of Counsel for the Underwriter. At the Closing Time, the Underwriter shall have received the opinion, dated as of the Closing Time, of Sidley Austin Brown & Wood LLP, counsel for the Underwriter, in form and substance satisfactory to the Underwriter. In giving such opinion such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and certificates of public officials. (d) Officers' Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement and the Prospectus as amended or supplemented, any Material Adverse Effect and the 9 Underwriter shall have received a certificate of the Company, signed by each of the Treasurer and Secretary of the Company, dated as of the Closing Time, to the effect that (i) there has been no such Material Adverse Effect, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, and (iii) the Company has complied with all of the agreements entered into in connection with the transaction contemplated herein and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time. (e) Accountants' Comfort Letters. (i) On or prior to the date of delivery of the Prospectus as amended or supplemented to the Underwriter pursuant to the first clause of Section 3(c), the Underwriter shall have received from KPMG LLP a letter dated as of the date hereof, in form and substance satisfactory to the Underwriter, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and financial information included or incorporated by reference in the Registration Statement and the Prospectus as amended or supplemented. (ii) At the Closing Time, the Underwriter shall have received from KPMG LLP a letter, dated the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e)(i) of this Section 5, except that the specified date referred to shall be a date not more than three business days prior to the Closing Time. (f) Additional Documents. At the Closing Time, counsel for the Underwriter shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Underwriter and counsel for the Underwriter. (g) Termination of Agreement. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect. (h) Maintenance of Rating. At the Closing Time, the Securities shall be rated at least "Aa3" by Moody's and "AA-" by S&P, and the Company shall have orally confirmed to the Underwriter that the Securities have such ratings; and since the date of this Agreement, there shall not have occurred a downgrading in the rating assigned to the Securities or any of the Company's other debt securities by any "nationally recognized statistical rating agency", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and no such securities rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Securities or any of the Company's other debt securities. 10 SECTION 6. INDEMNIFICATION. (a) Indemnification of Underwriter. The Company agrees to indemnify and hold harmless the Underwriter and each person who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Prospectus (or any amendment or supplement thereto). (b) Indemnification of the Company, Directors and Officers. The Underwriter agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Prospectus as amended or supplemented in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Prospectus as amended or supplemented. 11 (c) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriter, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof, other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. SECTION 7. CONTRIBUTION. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriter, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is 12 appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and of the Underwriter, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriter, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discount received by the Underwriter, bear to the aggregate initial offering price of the Securities. The relative fault of the Company, on the one hand, and the Underwriter, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriter and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriter agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 7, the Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities purchased and sold by it hereunder exceeds the amount of any damages that the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Underwriter, and each of the Company's directors and officers who have signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company. 13 SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriter. SECTION 9. TERMINATION OF AGREEMENT. (a) Termination; General. The Underwriter may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement or the Prospectus, any Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis (including without limitation an act of terrorism) or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities. (b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect. SECTION 10. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriter shall be directed to Lehman Brothers Inc., 745 Seventh Avenue, New York, New York 10019, attention: Debt Capital Markets, Industrial Group, Telecopy No.: (212) 526-0943 (with a copy to the General Counsel); notices to the Company shall be directed to it at The Gillette Company, Prudential Tower Building, Boston, Massachusetts 02199, attention: Treasurer, Telecopy No.: (617) 421-7699. SECTION 11. PARTIES. This Agreement shall inure to the benefit of and be binding upon the Underwriter and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriter and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and 14 legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriter and the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from the Underwriter shall be deemed to be a successor by reason merely of such purchase. SECTION 12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. SECTION 13. EFFECT ON HEADINGS. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. 15 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Company in accordance with its terms. Very truly yours, THE GILLETTE COMPANY By: /s/ Gail F. Sullivan ---------------------------------- Name: Gail F. Sullivan Title: Vice President and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: LEHMAN BROTHERS INC. By: /s/ Allen B. Cutler -------------------------------------- Authorized Signatory 16 SCHEDULE A THE GILLETTE COMPANY $500,000,000 of 3.50% Senior Notes due 2007 1. The purchase price to be paid by the Underwriter for the Securities shall be 99.829% of the principal amount thereof. 2. The interest rate on the Securities shall be 3.50% per annum. Interest on the Securities will be payable semi-annually in arrears on April 15 and October 15 of each year (the "Interest Payment Dates"), commencing on April 15, 2003. 3. The stated maturity date of the Securities is October 15, 2007. 4. The Securities will be redeemable in whole (but not in part) at par, at the Company's option, on any Interest Payment Date on or after October 15, 2004. Sch A-1 EX-4.6 4 b44356gcexv4w6.txt THIRD SUPPLEMENTAL INDENTURE EXHIBIT 4.6 EXECUTION COPY The Gillette Company, Issuer To Bank One, N.A., Trustee ------- THIRD SUPPLEMENTAL INDENTURE Dated as of October 1, 2002 Supplementing the Indenture Dated as of April 11, 2002 ------- $500,000,000 3.50% Senior Notes due 2007 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND OTHER PROVISONS OF GENERAL APPLICATION........... 2 Section 1.01. Definitions............................................... 2 Section 1.02. Section References........................................ 2 ARTICLE II DESIGNATION AND TERMS OF THE NOTES.............................. 3 Section 2.01. Establishment of Series................................... 3 Section 2.02. Variations in Terms of Notes.............................. 3 Section 2.03. Amount and Denominations; The Depositary; Form; Legend.... 3 Section 2.04. Interest Rates and Interest Payment Dates................. 4 Section 2.05. Form and Other Terms of the Notes......................... 5 Section 2.06. Redemption, No Sinking Fund............................... 5 Section 2.07. Defeasance................................................ 5 Section 2.08. Payment................................................... 5 Section 2.09. Consolidation, Merger and Sale of Assets.................. 5 ARTICLE III MISCELLANEOUS.................................................. 6 Section 3.01. Effect on Original Indenture.............................. 6 Section 3.02. Counterparts.............................................. 6 Section 3.03. Recitals.................................................. 6 Section 3.04. Governing Law............................................. 6 This Third Supplemental Indenture, dated as of October 1, 2002, between The Gillette Company, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal office at Prudential Tower Building, Boston, Massachusetts 02199, and Bank One, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the "Trustee"), having its Corporate Trust Office at 153 West 51st Street, New York, New York, 10019. WITNESSETH: WHEREAS, the Company and the Trustee entered into an Indenture, dated as of April 11, 2002 (the "Original Indenture"), pursuant to which one or more series of debt securities of the Company (the "Securities") may be issued from time to time; and WHEREAS, Section 301 of the Original Indenture permits the terms of any series of Securities to be established in an indenture supplemental to the Original Indenture; and WHEREAS, Section 901(7), Section 901(2) and Section 901(5) of the Original Indenture provide that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders of the Securities to establish the form and terms of the Securities of any series, to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities and to add to, change or eliminate any of the provisions of the Original Indenture in respect of one or more series of Securities; and WHEREAS, the Company has requested the Trustee to join with it in the execution and delivery of this Third Supplemental Indenture in order to supplement and amend the Original Indenture by, among other things, establishing the form and terms of one series of Securities to be known as the Company's "3.50% Senior Notes due 2007" and amending and adding certain provisions thereof for the benefit of the Holders thereof; and WHEREAS, the Company and the Trustee desire to enter into this Third Supplemental Indenture for the purposes set forth in Sections 301 and 901 of the Original Indenture as referred to above; and WHEREAS, the Company has furnished the Trustee with a Board Resolution authorizing the execution of this Third Supplemental Indenture; and WHEREAS, all things necessary to make this Third Supplemental Indenture a valid agreement of the Company and the Trustee and a valid supplement to the Original Indenture have been done, NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the purchase of the Notes (as defined below) to be issued hereunder by Holders thereof, the Company and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the respective Holders from time to time of the Notes, as follows: ARTICLE I DEFINITIONS AND OTHER PROVISONS OF GENERAL APPLICATION Section 1.01. DEFINITIONS All capitalized terms that are used herein and not otherwise defined herein shall have the meanings assigned to them in the Original Indenture. The Original Indenture together with this Third Supplemental Indenture are hereinafter sometimes collectively referred to as the "Indenture." "Depositary" shall have the meaning set forth in Section 2.03 hereof. "Interest Rate" shall have the meaning set forth in Section 2.04(a) hereof. "Interest Payment Date" shall have the meaning set forth in Section 2.04(a) hereof. "Note" and "Notes" shall have the meanings set forth in Section 2.01. "Original Issue Date" shall mean the date upon which the Notes (as hereinafter defined) are initially issued by the Company, such date to be set forth on the face of each of the Notes. "Record Date" shall mean the first day (whether or not a Business Day) of the calendar month in which the related Interest Payment Date occurs. The Record Date shall constitute the Regular Record Date for purposes of the Original Indenture. "Redemption Price" shall have the meaning set forth in Section 2.06 hereof. "Redemption Date" shall mean the date fixed for redemption in accordance with Section 2.06 hereof. "Stated Maturity" shall mean October 15, 2007. Section 1.02. SECTION REFERENCES Each reference to a particular section set forth in this Third Supplemental Indenture shall, unless the context otherwise requires, refer to this Third Supplemental Indenture. ARTICLE II DESIGNATION AND TERMS OF THE NOTES Section 2.01. ESTABLISHMENT OF SERIES There is hereby created a series of Securities to be known and designated as the "3.50% Senior Notes due 2007"(collectively, the "Notes" and individually, a "Note"), which shall rank equally with each other and all other unsecured and unsubordinated indebtedness of the Company. For the purposes of the Original Indenture, the Notes shall constitute a single series of Securities. Section 2.02. VARIATIONS IN TERMS OF NOTES Subject to the terms and conditions set forth in the Original Indenture and in this Third Supplemental Indenture, the terms of any particular Note may vary from the terms of any other Note as contemplated by Section 301 of the Original Indenture, and the terms for a particular Note will be set forth in such Note as delivered to the Trustee or an Authenticating Agent for authentication pursuant to Section 303 of the Original Indenture. Section 2.03. AMOUNT AND DENOMINATIONS; THE DEPOSITARY; FORM; LEGEND The initial principal amount of Notes that may be issued under this Third Supplemental Indenture is limited to $500,000,000. Without the consent of the Holders of the Notes, the Company may from time to time issue additional Securities in unlimited principal amounts having the same ranking and the same interest rate, maturity and other terms as the Notes, which additional Securities shall constitute Notes hereunder and which, together with the Notes, shall constitute a single series of Securities for purposes of the Original Indenture. The authorized denominations of Notes shall be $1,000 or integral multiples of $1,000. The Notes shall be denominated and payable in U.S. dollars. The Notes shall be issuable only in fully registered form, without coupons, and will initially be registered in the name of The Depository Trust Company or its successor ("Depositary"), or its nominee who is hereby designated as "Depositary" under the Original Indenture. The Notes will be initially issued as Global Securities. For so long as the Notes are Global Securities, the Notes shall bear a legend on the face thereof in substantially the following form: "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of Cede & Co., or such other nominee of The Depository Trust Company, a New York corporation, or any successor depositary ("Depositary"), as requested by an authorized representative of the Depositary. This Note may not be exchanged in whole or in part for a security registered, and no transfer of this security in whole or in part may be registered, in the name of any person other than the Depositary or a nominee thereof, except in the limited circumstances described in the Indenture. Every security authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, this Note will be a Global Security subject to the foregoing, except in such limited circumstances." Section 2.04. INTEREST RATES AND INTEREST PAYMENT DATES (a) The Notes shall bear interest at the annual rate of 3.50% (the "Interest Rate") from, and including, the Original Issue Date until the principal thereof is paid or duly made available for payment. Interest on the Notes will be payable semi-annually in arrears on April 15 and October 15 of each year (each, an "Interest Payment Date"), commencing on April 15, 2003. Such interest will be payable to the Holder thereof as of the related Record Date. (b) The amount of interest payable for any period will be computed on the basis of a year of 360 days consisting of twelve 30-day months. Except for the effect of any adjustment in the Interest Payment Date as provided in the following paragraph, the amount of interest payable for any period shorter or longer than a full six-month period for which interest is computed will be computed on the basis of 30-day months, except that, during any partial month, interest will be computed on the basis of the actual number of days elapsed in such month. (c) If any Interest Payment Date, the Stated Maturity or the Redemption Date would otherwise be a day that is not a Business Day, the payment required to be made on or at such Interest Payment Date, the Stated Maturity or the Redemption Date will be made on the next succeeding Business Day, and no interest will accrue on such payment for the period from and after such Interest Payment Date, the Stated Maturity or the Redemption Date to the date of such payment on the next succeeding Business Day, in each case with the same force and effect as if made on such date. Section 2.05. FORM AND OTHER TERMS OF THE NOTES Attached hereto as EXHIBIT A is the form of Note, which form is hereby established as the form in which Notes may be issued. Section 2.06. REDEMPTION, NO SINKING FUND The Notes will be subject to redemption, in whole but not in part, at the option of the Company on any Interest Payment Date on or after October 15, 2004. For purposes of the Notes, the "Redemption Price" shall equal 100% of the unpaid principal amount of the Notes to be redeemed. Subject to the second preceding sentence, the Notes will not otherwise be subject to redemption or repayment, in whole or in part, whether at the option of the Company or Holders of the Notes, prior to the Stated Maturity. The Notes are not entitled to the benefit of any sinking fund or analogous provision. Section 2.07. DEFEASANCE Subject to the conditions of Article 13 of the Original Indenture, the Notes shall be defeasible pursuant to Section 1302 of the Original Indenture. Section 2.08. PAYMENT The Company shall pay the principal of the Notes on the Stated Maturity or, if applicable, the Redemption Date. Payment of the principal of and any interest on the Notes shall be made in immediately available funds at the office or agency of the Company maintained for that purpose in the City of New York in the State of New York, or during any time the Company shall fail to maintain such office or agency, the Corporate Trust Office of the Trustee (in either case, which shall constitute the Place of Payment under the Original Indenture), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Section 2.09. CONSOLIDATION, MERGER AND SALE OF ASSETS Subparagraph (1) of Section 801 of the Original Indenture shall be deemed to be amended to read in its entirety with respect to and for the benefit of the Notes, as follows: "(1) in case the Company shall consolidate with or merge into another Person or convey or transfer its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a Person, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed;". ARTICLE III MISCELLANEOUS Section 3.01. EFFECT ON ORIGINAL INDENTURE This Third Supplemental Indenture is a supplement to the Original Indenture. As supplemented by this Third Supplemental Indenture, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture and this Third Supplemental Indenture shall together constitute one and the same instrument. Section 3.02. COUNTERPARTS This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute by one and the same instrument. Section 3.03. RECITALS The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture. Section 3.04. GOVERNING LAW This Third Supplemental Indenture shall be governed by and construed in accordance with the law of the State of New York. [Remainder of this page intentionally left blank] IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date and year first written above. THE GILLETTE COMPANY By: /s/ Gail F. Sullivan ----------------------------------- Name: Gail F. Sullivan Title: Vice President and Treasurer BANK ONE, N.A., as Trustee By: /s/ Michael Pinzon ----------------------------------- Name: Michael Pinzon Title: Authorized Officer Commonwealth of Massachusetts ) ) ss: County of Suffolk. ) On the 30th day of September, 2002, before me personally came Gail Sullivan, to me known, who, being by me duly sworn, did depose and say that he/she is VP & Treas. of The Gillette Company, one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he/she signed his name thereto by like authority. /s/ Elizabeth A. Wilson ----------------------------------- Elizabeth A. Wilson, Notary Public My Commission Expires: 1/24/08 State of New York. ) ) ss: County of New York ) On the 27th day of September, 2002, before me personally came Michael Pinzon, to me known, who, being by me duly sworn, did depose and say that he/she is an Officer of Bank One, N.A., one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he/she signed his name thereto by like authority. /s/ Mark E. Davis ------------------------------------- Notary Public State of New York Reg. No. 01DA6004466 Qualified in New York County My Commission Expires March 23, 2006 EXHIBIT A to Third Supplemental Indenture CUSIP NO.: 375766 AK8 PRINCIPAL AMOUNT: $____________ REGISTERED NO. ___ THE GILLETTE COMPANY 3.50% Senior Note due 2007 |_| Check this box if the Note is a Global Note. Applicable if the Note is a Global Note: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of Cede & Co., or such other nominee of The Depository Trust Company, a New York corporation, or any successor depositary ("Depositary"), as requested by an authorized representative of the Depositary. This Note may not be exchanged in whole or in part for a security registered, and no transfer of this security in whole or in part may be registered, in the name of any person other than the Depositary or a nominee thereof, except in the limited circumstances described in the Indenture. Every security authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, this Note will be a Global Security subject to the foregoing, except in such limited circumstances. ---------------------- ORIGINAL ISSUE DATE: INTEREST RATE: 3.50% per annum. SINKING FUND: N/A October 1, 2002 INTEREST PAYMENT DATES: April 15 and YIELD TO MATURITY: N/A October 15 of each year, commencing STATED MATURITY: October 15, 2007 April 15, 2003. DEPOSITARY: The Depository Trust Company
THE GILLETTE COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the Principal Amount set forth on the face of this Note on the Stated Maturity set forth on the face of this Note or on any earlier date fixed for redemption by the Company in accordance with the provisions of this Note (the "Redemption Date"), upon the presentation and surrender hereof at the principal corporate trust office of Bank One, N.A., or its successor in trust (the "Trustee") or such other office as the Trustee has designated in writing, and to pay interest on the unpaid principal balance hereof at a rate per annum equal to the Interest Rate set forth on the face of this Note from, and including, the Original Issue Date set forth on the face of this Note until the principal hereof is paid or duly made available for payment. Interest will be payable in arrears on the Interest Payment Dates to the Person in whose name this Note is registered at the close of business on the related "Regular Record Date", which is the first day (whether or not a Business Day) of the calendar month in which the related Interest Payment Date occurs. Interest on this Note will be computed on the basis of a year of 360 days consisting of twelve 30-day months. Except for the effect of any adjustment in the Interest Payment Date as provided in the following paragraph, the amount of interest payable for any period shorter or longer than a full six-month period for which interest is computed will be computed on the basis of 30-day months, except that, during any partial month, interest will be computed on the basis of the actual number of days elapsed in such month. If any Interest Payment Date, the Stated Maturity or the Redemption Date would otherwise be a day that is not a Business Day, the payment required to be made on or at such Interest Payment Date, the Stated Maturity or the Redemption Date will be made on the next succeeding Business Day, and no interest will accrue on such payment for the period from and after such Interest Payment Date, the Stated Maturity or the Redemption Date to the date of such payment on the next succeeding Business Day, in each case with the same force and effect as if made on such date. Payment of the principal of and any such interest on this Note shall be made in immediately available funds at the office or agency of the Company maintained for that purpose in the City of New York in the State of New York, or during any time the Company shall fail to maintain such office or agency, the Corporate Trust Office of the Trustee (in either case, which shall constitute the Place of Payment under the Indenture), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 2 IN WITNESS WHEREOF, THE GILLETTE COMPANY has caused this instrument to be duly executed. Dated: October 1, 2002 TRUSTEE'S CERTIFICATE THE GILLETTE COMPANY OF AUTHENTICATION This is one of the Securities of the series designated therein referred By: to in the within-mentioned Indenture. -------------------------------- Name: Gail F. Sullivan Title: Vice President and Treasurer BANK ONE, N.A., As Trustee Attested to: By: By: ------------------------------- -------------------------------- Authorized Officer Name: William J. Mostyn Title: Corporate Secretary [Seal] 3 (REVERSE OF NOTE) THE GILLETTE COMPANY 3.50% Senior Note due 2007 This Note is one of a duly authorized series of debt securities (herein called, the "SECURITIES") of the Company, issued and to be issued under an Indenture dated as of April 11, 2002, as supplemented by the Third Supplemental Indenture, dated as of October 1, 2002 (as such has been or shall be amended or supplemented, the "INDENTURE"), between the Company and Bank One, N.A., as trustee (the "TRUSTEE", which term includes any successor Trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the Securities of the series designated as "3.50% Senior Notes due 2007" (herein called the "NOTES"). REDEMPTION; REPAYMENT; NO SINKING FUND The Notes will be subject to redemption, in whole but not in part, at the option of the Company on any Interest Payment Date on or after October 15, 2004 on written notice given to the Holders thereof (in accordance with the provisions of the Indenture) not more than 60 nor less than 30 calendar days prior to the Redemption Date. For purposes of the Notes, the "Redemption Price" shall equal 100% of the unpaid principal amount of the Notes to be redeemed. Subject to the second preceding sentence, the Notes will not otherwise be subject to redemption or repayment, in whole or in part, whether at the option of the Company or Holders of the Notes, prior to the Stated Maturity. The Notes are not entitled to the benefit of any sinking fund or analogous provision. TRANSFER OR EXCHANGE As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple of $1,000. As provided in the Indenture and subject to certain limitations herein and therein set forth, this Note is exchangeable for a like 4 aggregate principal amount of Notes and of like tenor and of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company or the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. OTHER PROVISIONS If an Event of Default with respect to the Notes shall occur and be continuing, the principal of this Note may be declared, or shall become, due and payable in the manner and with the effect provided in the Indenture. Subject to the conditions of Article 13 of the Indenture, the Notes shall be defeasible pursuant to Section 1302 of the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. To the extent permitted by law, any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. For certain purposes, and with certain exceptions, set forth in the Indenture, the Company and the Trustee may amend the Indenture or the Notes without the consent of any Holders of the Notes. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Note shall be governed by and construed in accordance with the laws of The State of New York. 5 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common CUST -- as Custodian U/G/M/A -- Uniform Gift to Minors Act Additional abbreviations may also be used though not in the above list. 6 ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Please Insert Social Security or Other Identifying Number of Assignee - ---------------------------------------- - ---------------------------------------- - -------------------------------------------------------------------------------- PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- the within Security of THE GILLETTE COMPANY and does hereby irrevocably constitute and appoint __________________________________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated: ------------------------ ------------------------------------- ------------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. 7 EX-4.7 5 b44356gcexv4w7.txt 3.50% SENIOR NOTE DUE 2007 EXHIBIT 4.7 CUSIP NO.: 375766 AK8 PRINCIPAL AMOUNT: $500,000,000 REGISTERED NO. 001 THE GILLETTE COMPANY 3.50% Senior Note due 2007 [x] Check this box if the Note is a Global Note. Applicable if the Note is a Global Note: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of Cede & Co., or such other nominee of The Depository Trust Company, a New York corporation, or any successor depositary ("Depositary"), as requested by an authorized representative of the Depositary. This Note may not be exchanged in whole or in part for a security registered, and no transfer of this security in whole or in part may be registered, in the name of any person other than the Depositary or a nominee thereof, except in the limited circumstances described in the Indenture. Every security authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, this Note will be a Global Security subject to the foregoing, except in such limited circumstances. ------------------
ORIGINAL ISSUE DATE: INTEREST RATE: 3.50% per annum. SINKING FUND: N/A October 1, 2002 INTEREST PAYMENT DATES: April 15 and YIELD TO MATURITY: N/A October 15 of each year, commencing STATED MATURITY: October 15, 2007 April 15, 2003. DEPOSITARY: The Depository Trust Company
THE GILLETTE COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "COMPANY," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the Principal Amount set forth on the face of this Note on the Stated Maturity set forth on the face of this Note or on any earlier date fixed for redemption by the Company in accordance with the provisions of this Note (the "REDEMPTION DATE"), upon the presentation and surrender hereof at the principal corporate trust office of Bank One, N.A., or its successor in trust (the "TRUSTEE") or such other office as the Trustee has designated in writing, and to pay interest on the unpaid principal balance hereof at a rate per annum equal to the Interest Rate set forth on the face of this Note from, and including, the Original Issue Date set forth on the face of this Note until the principal hereof is paid or duly made available for payment. Interest will be payable in arrears on the Interest Payment Dates to the Person in whose name this Note is registered at the close of business on the related "Regular Record Date", which is the first day (whether or not a Business Day) of the calendar month in which the related Interest Payment Date occurs. Interest on this Note will be computed on the basis of a year of 360 days consisting of twelve 30-day months. Except for the effect of any adjustment in the Interest Payment Date as provided in the following paragraph, the amount of interest payable for any period shorter or longer than a full six-month period for which interest is computed will be computed on the basis of 30-day months, except that, during any partial month, interest will be computed on the basis of the actual number of days elapsed in such month. If any Interest Payment Date, the Stated Maturity or the Redemption Date would otherwise be a day that is not a Business Day, the payment required to be made on or at such Interest Payment Date, the Stated Maturity or the Redemption Date will be made on the next succeeding Business Day, and no interest will accrue on such payment for the period from and after such Interest Payment Date, the Stated Maturity or the Redemption Date to the date of such payment on the next succeeding Business Day, in each case with the same force and effect as if made on such date. Payment of the principal of and any such interest on this Note shall be made in immediately available funds at the office or agency of the Company maintained for that purpose in the City of New York in the State of New York, or during any time the Company shall fail to maintain such office or agency, the Corporate Trust Office of the Trustee (in either case, which shall constitute the Place of Payment under the Indenture), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 2 IN WITNESS WHEREOF, THE GILLETTE COMPANY has caused this instrument to be duly executed. Dated: October 1, 2002 TRUSTEE'S CERTIFICATE THE GILLETTE COMPANY OF AUTHENTICATION This is one of the Securities of the series designated therein referred By: /s/ Gail F. Sullivan to in the within-mentioned Indenture. -------------------------------- Name: Gail F. Sullivan BANK ONE, N.A., Title: Vice President and As Trustee Treasurer Attested to: By: /s/ Michael Pinzon By: /s/ William J. Mostyn ------------------------------- -------------------------------- Authorized Officer Name: William J. Mostyn, III Title: Corporate Secretary [Seal] 3 (REVERSE OF NOTE) THE GILLETTE COMPANY 3.50% Senior Note due 2007 This Note is one of a duly authorized series of debt securities (herein called, the "SECURITIES") of the Company, issued and to be issued under an Indenture dated as of April 11, 2002, as supplemented by the Third Supplemental Indenture, dated as of October 1, 2002 (as such has been or shall be amended or supplemented, the "INDENTURE"), between the Company and Bank One, N.A., as trustee (the "TRUSTEE", which term includes any successor Trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the Securities of the series designated as "3.50% Senior Notes due 2007" (herein called the "NOTES"). REDEMPTION; REPAYMENT; NO SINKING FUND The Notes will be subject to redemption, in whole but not in part, at the option of the Company on any Interest Payment Date on or after October 15, 2004 on written notice given to the Holders thereof (in accordance with the provisions of the Indenture) not more than 60 nor less than 30 calendar days prior to the Redemption Date. For purposes of the Notes, the "Redemption Price" shall equal 100% of the unpaid principal amount of the Notes to be redeemed. Subject to the second preceding sentence, the Notes will not otherwise be subject to redemption or repayment, in whole or in part, whether at the option of the Company or Holders of the Notes, prior to the Stated Maturity. The Notes are not entitled to the benefit of any sinking fund or analogous provision. TRANSFER OR EXCHANGE As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple of $1,000. As provided in the Indenture and subject to certain limitations herein and therein set forth, this Note is exchangeable for a like 4 aggregate principal amount of Notes and of like tenor and of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company or the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. OTHER PROVISIONS If an Event of Default with respect to the Notes shall occur and be continuing, the principal of this Note may be declared, or shall become, due and payable in the manner and with the effect provided in the Indenture. Subject to the conditions of Article 13 of the Indenture, the Notes shall be defeasible pursuant to Section 1302 of the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. To the extent permitted by law, any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. For certain purposes, and with certain exceptions, set forth in the Indenture, the Company and the Trustee may amend the Indenture or the Notes without the consent of any Holders of the Notes. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Note shall be governed by and construed in accordance with the laws of The State of New York. 5 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common CUST -- as Custodian U/G/M/A -- Uniform Gift to Minors Act Additional abbreviations may also be used though not in the above list. 6 ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Please Insert Social Security or Other Identifying Number of Assignee ____________________________________ ____________________________________ ________________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ________________________________________________________________________________ ________________________________________________________________________________ the within Security of THE GILLETTE COMPANY and does hereby irrevocably constitute and appoint _______________________________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:____________________ _________________________________ _________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. 7 EX-5.4 6 b44356gcexv5w4.txt OPINION OF ROPES & GRAY Exhibit 5.4 ROPES & GRAY ONE INTERNATIONAL PLACE BOSTON, MA 02110-2624 PHONE: (617) 951-7000 FAX: (617) 951-7050 October 1, 2002 The Gillette Company Prudential Tower Building Boston, Massachusetts 02199 Ladies and Gentlemen: Reference is made to our opinion dated June 5, 2002 and included as Exhibit 5 to the Registration Statement on Form S-3 (File No. 333-86336) (the "REGISTRATION STATEMENT") previously filed by The Gillette Company, a Delaware corporation (the "COMPANY"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and declared effective on July 10, 2002. We are rendering this supplemental opinion in connection with the prospectus supplement dated September 24, 2002 (the "PROSPECTUS SUPPLEMENT") filed by the Company pursuant to Rule 424 promulgated under the Securities Act. The Prospectus Supplement relates to the offering by the Company of $500 million aggregate principal amount of 3.50% Senior Notes due 2007 (the "NOTES"). The Notes were issued under the Indenture, dated as of April 11, 2002, between the Company and Bank One, N.A., as trustee (the "TRUSTEE"), as supplemented by the Third Supplemental Indenture, dated as of October 1, 2002, establishing the terms of the Notes. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinion set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons. The opinion expressed herein is limited to matters governed by the laws of the State of New York. Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that the Notes have been duly authorized by all necessary corporate action of the Company and constitute the valid and binding obligations of the Company, subject to (i) The Gillette Company -2- October 1, 2002 bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity, regardless of whether applied in proceedings in equity or at law. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement and in the Prospectus Supplement under the caption "Legal Matters." Very truly yours, /s/ Ropes & Gray Ropes & Gray -----END PRIVACY-ENHANCED MESSAGE-----