Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 The Gillette Company 15 90K
2: EX-10.F Directors,Officers & Co. Indemnity Ins. & Pension 14 37K
3: EX-10.H Directors Compensation Deferral Provisions 2± 9K
4: EX-10.L Description of Agreement Dated 1/1/96 1 6K
5: EX-11 Computation of Per Share Earnings 1 9K
6: EX-12 Computation of Ratios of Current Assets & Liabil. 1 7K
7: EX-13 Portions of 1995 Annual Report 37 210K
8: EX-22 Susidiaries of the Gillette Company 2 16K
9: EX-23 Independent Auditors Consent 1 8K
10: EX-24 Power of Attorney 2± 12K
11: EX-27 Financial Data Schedule 1 10K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
------------------------
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NO. I-922
THE GILLETTE COMPANY
--------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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INCORPORATED IN DELAWARE 04-1366970
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
PRUDENTIAL TOWER BUILDING, BOSTON, MASSACHUSETTS 02199
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 617-421-7000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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COMMON STOCK, $1.00 PAR VALUE NEW YORK STOCK EXCHANGE
BOSTON STOCK EXCHANGE
MIDWEST STOCK EXCHANGE
PACIFIC STOCK EXCHANGE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((sec.)229.405 of this chapter) is not contained herein,
and will not be contained to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [X].
The aggregate market value of Gillette Common Stock held by non-affiliates
as of March 1, 1996 was approximately $21,261,000,000.*
The number of shares of Gillette Common Stock outstanding as of March 1,
1996 was 444,793,019.
DOCUMENTS INCORPORATED BY REFERENCE
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Certain portions of the following documents have been incorporated by
reference into the 10-K Parts indicated:
DOCUMENTS 10-K PARTS
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1. The Gillette Company 1995 Annual Report to Stockholders
(the "1995 Annual Report")............................................... Parts I and II
2. The Gillette Company 1996 Proxy Statement (The "1996 Proxy Statement")... Part III
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* This amount does not include the value of 160,405.0563 shares of Series C ESOP
Convertible Preferred Stock issued for $602.875 per share. For purposes of
this calculation only, Gillette Common Stock held by Executive Officers or
directors of the Company has been treated as owned by affiliates.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
The Gillette Company was incorporated under the laws of the State of
Delaware in 1917 as the successor of a Massachusetts corporation incorporated in
1912 which corporation was the successor of a Maine corporation organized in
1901 by King C. Gillette, inventor of the safety razor.
A description of the Company and its businesses appears in the 1995 Annual
Report on the inside front cover, at page 2, at pages 3 through 5 under the
caption "Letter to Stockholders" and at page 45 under the caption "Principal
Divisions and Subsidiaries," the texts of which are incorporated by reference.
See also Item 7, "Management's Discussion".
BUSINESS SEGMENTS
The approximate percentages of consolidated net sales and segment profit
from operations during the last five years for each of the Company's business
segments appear in the 1995 Annual Report at page 41 under the caption,
"Business Segments," and are incorporated by reference.
"Financial Information by Business Segment," and "Segment and Area
Commentary" containing information on net sales, profit from operations,
identifiable assets, capital expenditures and depreciation for each of the last
three years, appear in the 1995 Annual Report at page 40 and are incorporated by
reference.
The Company's businesses range across several industry segments, including
blades and razors, toiletries and cosmetics, stationery products, electric
shavers, small household appliances, hair care appliances, oral care appliances
and oral care products. Descriptions of those businesses appear in the 1995
Annual Report at pages 6 through 15, the text of which is incorporated by
reference.
DISTRIBUTION
In the Company's major markets, traditional Gillette product lines are sold
to wholesalers, chain stores and large retailers and are resold to consumers
primarily through food, drug, discount, stationery, tobacco and department
stores. Jafra skin care products are sold to independent consultants and are
resold to consumers, primarily at classes in the home. Waterman and Parker
products are sold to wholesalers and retailers and are resold to consumers
through fine jewelry, fine stationery and department stores, pen specialists and
other retail outlets. Braun products are sold to wholesalers and retailers and
are resold to consumers mainly through department, discount, catalogue and
specialty stores. In many small Gillette and Braun markets, products are
distributed through local distributors and sales agents. Oral-B products are
marketed directly to dental professionals for distribution to patients and also
are sold to wholesalers, chain stores and large retailers for resale to
consumers through food, drug and discount stores, and in smaller markets,
through local distributors and sales agents.
PATENTS
Certain of the Company's patents and licenses in the blade and razor
segment are of substantial value and importance when considered in the
aggregate. Additionally, the Company holds significant patents in the toiletries
and cosmetics, writing instruments, Braun and Oral-B business segments. No
patent or license held by the Company is considered to be of material importance
when judged from the standpoint of the Company's total business. Gillette has
licensed many of its blade and razor patents to other manufacturers. In all of
these categories, Gillette competitors also have significant patent positions.
The patents and licenses held by the Company are of varying remaining durations.
TRADEMARKS
In general, the Company's principal trademarks have been registered in the
United States and throughout the world where the Company's products are sold.
Gillette products are marketed outside the United States under various
trademarks, many of which are the same as those used in the United States. The
trademark "Gillette" is of principal importance to the Company. In addition, a
number of other trademarks owned by the
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Company and its subsidiaries have significant importance within their business
segments. The Company's rights in these trademarks endure for as long as they
are used or registered.
COMPETITION
The blades and razors segment is marked by competition in product
performance, innovation and price, as well as by competition in marketing,
advertising and promotion to retail outlets and to consumers. The Company's
major competitors worldwide are Warner-Lambert Company, with its Schick and, in
North America and Europe, its Wilkinson Sword product lines, and Societe Bic
S.A., a French company. Additional competition in the United States and in
certain other markets is provided by the American Safety Razor Company, Inc.
under its own brands and a number of private label brands, as well as other
private label suppliers. The toiletries and cosmetic segment is highly
competitive in terms of price, product innovation and market positioning, with
frequent introduction of new brands and marketing concepts, especially for
products sold through retail outlets, and with product life cycles typically
shorter than in the other business segments of the Company. Competition in the
stationery products segment, particularly in the writing instruments market, is
marked by a high degree of competition from domestic and foreign suppliers and
low entry barriers, and is focused on a wide variety of factors including
product performance, design and price, with price an especially important factor
in the commercial sector. Competition in the electric shaver, small household,
hair care and oral care appliances segments is based primarily on product
performance, innovation and price, with numerous competitors in the small
household and hair care appliances segments. Competition in the oral care
product segment is focused on product performance, price and dental profession
endorsement. Many of the Company's competitors are larger and have greater
resources than the Company.
EMPLOYEES
At year-end, Gillette employed approximately 33,500 persons, three-quarters
of them outside the United States.
RESEARCH AND DEVELOPMENT
In 1995, research and development expenditures were $153.0 million,
compared with $136.9 million in 1994 and $133.1 million in 1993.
RAW MATERIALS
The raw materials used by Gillette in the manufacture of products are
purchased from a number of suppliers, and substantially all such materials are
readily available.
OPERATIONS BY GEOGRAPHIC AREA
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The following table indicates the geographic sources of consolidated net
sales and profit from operations of the Company for the last three years:
1995 1994 1993
---------------- ------------------ ----------------
NET NET NET
SALES PROFIT SALES PROFIT SALES PROFIT
----- ------ ------ ------- ----- ------
United States............................ 30% 28% 32% 30% 33% 29%
Foreign.................................. 70% 72% 68% 70% 67% 71%
"Financial Information by Geographic Area" and "Segment and Area
Commentary" containing information on net sales, profit from operations and
identifiable assets for each of the last three years appear in the 1995 Annual
Report under the same captions at page 40 and are incorporated by reference.
ITEM 2. DESCRIPTION OF PROPERTY
The Company owns and leases manufacturing facilities and other important
properties in the United States and abroad consisting of approximately
15,274,000 square feet of floor space, of which 70%, or about 10,652,000 square
feet, is devoted to the Company's principal manufacturing operations. Additional
premises,
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such as sales and administrative offices, research laboratories, and warehouse,
distribution and other manufacturing facilities account for about 30% of
Gillette's principal property holdings, or about 4,662,000 square feet.
Gillette's executive offices are located in the Prudential Center, Boston,
Massachusetts, where the Company holds a long-term lease covering approximately
318,000 square feet.
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In the United States, Gillette's principal manufacturing facilities consist
of the following:
APPROXIMATE
AREA
BUSINESS SEGMENT LOCATION (SQUARE FEET)
---------------- -------- -------------
Blades and Razors Boston, Massachusetts 1,560,000
Toiletries and Cosmetics Andover, Massachusetts 593,000
St. Paul, Minnesota 830,000
Westlake Village,
California 150,000
Stationery Products Santa Monica, California 320,000
Janesville, Wisconsin 215,000
Oral-B Products Iowa City, Iowa 260,000
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Total 3,928,000
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Approximately 92% of these U.S. manufacturing facilities and the land they
occupy are owned by Gillette. The Santa Monica property is leased in its
entirety and 165,000 square feet of the St. Paul facility is located on leased
land.
Foreign manufacturing subsidiaries of Gillette, other than Braun and
Oral-B, operate plants with an aggregate of approximately 4,083,000 square feet
of floor space, about 85% of which is on land owned by Gillette. Many of the
international facilities are engaged in the manufacture of products for two or
more of the Company's major business segments.
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Braun's executive offices are located in Kronberg, Germany, and the
locations and approximate areas of its principal manufacturing facilities are as
follows:
APPROXIMATE
AREA
(SQUARE
LOCATION FEET)
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Germany (3 facilities)............................. 1,386,000
Spain.............................................. 410,000
Ireland............................................ 238,000
Mexico............................................. 282,000
France............................................. 28,000
China.............................................. 67,000
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Total.................................... 2,411,000
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Approximately 87% of these facilities and 98% of the land they occupy are
owned by Braun.
Oral-B owns its executive office building in Belmont, California. In
addition to its Iowa City plant, it owns or leases approximately 162,500 square
feet of manufacturing facilities in two countries outside the United States.
Miscellaneous manufacturing operations in North Chicago, Illinois and other
locations account for approximately 70,000 square feet.
The above facilities are in good repair, adequately meet the Company's
needs and operate at reasonable levels of production capacity.
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ITEM 3. LEGAL PROCEEDINGS
The Company is subject, from time to time, to legal proceedings and claims
arising out of its business, which cover a wide range of matters, including
antitrust and trade regulation, product liability, contracts, environmental
issues, patent and trademark matters and taxes. Management, after review and
consultation with counsel, considers that any liability from all of these legal
proceedings and claims would not materially affect the consolidated financial
position, results of operations or liquidity of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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EXECUTIVE OFFICERS OF REGISTRANT
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Information regarding the Executive Officers of the Company as of March 21,
1996 is set out below.
NAME AND CURRENT POSITION FIVE-YEAR BUSINESS HISTORY AGE
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Alfred M. Zeien Chairman of the Board and Chief Executive Officer 66
Chairman of the Board and Chief since February 1991; President and Chief
Executive Officer Operating Officer, January 1991 - February 1991;
Vice Chairman of the Board,
International/Diversified Operations, November
1987 - January 1991
Michael C. Hawley President and Chief Operating Officer since April 58
President and Chief Operating 1995; Executive Vice President, International
Officer Group, December 1993 - March 1995; President,
Oral-B Laboratories, Inc., May 1989 - November
1993
Joseph E. Mullaney Vice Chairman of the Board since November 1990 62
Vice Chairman of the Board
Robert G. King Executive Vice President, International Group 50
Executive Vice President since April 1995; Group Vice President - Latin
America, March 1991 - March 1995; General
Manager, Gillette de Mexico S.A. de C.V., June
1990 - February 1991
Jacques Lagarde Executive Vice President, Diversified Group since 57
Executive Vice President October 1993; Vice President, February 1990 -
September 1993; Chairman, Board of Management,
Braun AG, February 1990 - September 1993
Joel P. Davis Senior Vice President, Corporate Planning and 50
Senior Vice President Development since April 1995; Vice President and
President, Stationery Products Group, December
1987 - March 1995
Robert E. DiCenso Senior Vice President, Personnel and 55
Senior Vice President Administration, since July 1994; Vice President,
Investor Relations, January 1993 - July 1994;
Vice President, Finance, Planning and
Administration, Diversified Group, July 1988 -
December 1992
Thomas F. Skelly Senior Vice President, Finance since May 1980 62
Senior Vice President
Charles W. Cramb Vice President and Controller since July 1995; 49
Vice President and Controller Vice President, Finance, Planning and
Administration, Diversified Group, October 1992 -
June 1995; Vice President, Finance and Strategic
Planning, North Atlantic Group, January 1990 -
September 1992
The Executive Officers hold office until the first meeting of the Board of
Directors following the annual meeting of the stockholders and until their
successors are respectively elected or appointed and qualified, unless a shorter
period shall have been specified by the terms of their election or appointment,
or until their earlier resignation, removal or death.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The information required by this item appears in the 1995 Annual Report at
page 48 under the caption "common stock" and at page 41 under the caption,
"Quarterly Financial Information," and is incorporated by reference. As of March
1, 1996, the record date for the 1996 Annual Meeting, there were 38,867 Gillette
stockholders of record.
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ITEM 6. SELECTED FINANCIAL DATA
The information required by this item appears in the 1995 Annual Report at
pages 42 and 43 under the caption, "Historical Financial Summary," and is
incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item appears in the 1995 Annual Report at
pages 24 through 26 under the caption, "Management's Discussion," and is
incorporated by reference.
CAUTIONARY STATEMENT
From time to time, the Company may make statements which constitute or
contain "forward-looking" information as that term is defined in the PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 (the "Act") or by the Securities and
Exchange Commission in its rules, regulations and releases. The Company cautions
investors that any such forward-looking statements made by the Company are not
guarantees of future performance and that actual results may differ materially
from those in the forward-looking statements. The following are some of the
factors that could cause actual results to differ materially from estimates
contained in the Company's forward-looking statements:
- the pattern of the Company's sales, including variations in sales volume
within periods, which makes forward-looking statements about sales and
earnings difficult and may result in variance of actual results from
those contained in statements made at any time prior to the period's
close;
- vigorous competition within the Company's product markets, including
pricing and promotional, advertising or other activities in order to
preserve or gain market share, the timing of which cannot be foreseen by
the Company;
- the Company's reliance on the development of new products and the
inherent risks associated with new product introductions, including
uncertainty of trade and customer acceptance and competitive reaction;
- the costs and effects of unanticipated legal and administrative
proceedings;
- the impacts of unusual items resulting from ongoing evaluations of
business strategies, asset valuations and organizational structure;
- historically, over two-thirds of the Company's sales having been made
outside the United States, making forward-looking statements more
difficult; and
- the possibility of one or more of the global markets in which the Company
competes being impacted by variations in political, economic or other
factors, such as currency exchange rates, inflation rates, recessionary
or expansive trends, tax changes, legal and regulatory changes or other
external factors over which the Company has no control.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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The following Financial Statements and Supplementary Data for The Gillette
Company and Subsidiary Companies appear in the 1995 Annual Report at the pages
indicated below and are incorporated by reference.
(1) Independent Auditor's Report...................................... Page 27
(2) Consolidated Statement of Income and Earnings Reinvested in the
Business for the Years Ended December 31, 1995, 1994 and 1993..... Page 28
(3) Consolidated Balance Sheet at December 31, 1995 and 1994.......... Page 29
(4) Consolidated Statement of Cash Flows for the Years Ended December
31, 1995, 1994 and 1993........................................... Page 30
(5) Notes to Consolidated Financial Statements........................ Pages 31
through 40
(6) Quarterly Financial Information................................... Page 41
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The information required by this item with respect to the Directors of the
Company appears in the 1996 proxy Statement at pages 2 through 4 and at page 7
under the caption "Certain Transactions with Directors and Officers", the texts
of which are incorporated by reference.
The information required for Executive Officers of the Company appears at
the end of Part I of this report at page 5.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item appears in the 1996 Proxy Statement
at page 8 under the caption "Compensation of Directors", at page 13 under the
caption "Incentive Payment and Award" and at pages 13 through 16 under the
caption "Executive Compensation" and is incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item concerning the security ownership of
certain beneficial owners and management appears in the 1996 Proxy Statement at
pages 6 and 7 under the caption "Stock Ownership of Certain Beneficial Owners
and Management" and at page 13 under the caption "Incentive Payment and Award"
and is incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item appears in the 1996 Proxy Statement
at page 8 under the captions "Certain Transactions with Directors and Officers"
and "Compensation of Directors" and is incorporated by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
A. FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
FINANCIAL STATEMENTS
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The following appear in the 1995 Annual Report at the pages indicated below
and are incorporated into Part II by reference.
(1) Independent Auditor's Report...................................... Page 27
(2) Consolidated Statement of Income and Earnings Reinvested in the
Business for the Years Ended December 31, 1995, 1994 and 1993..... Page 28
(3) Consolidated Balance Sheet at December 31, 1995 and 1994.......... Page 29
(4) Consolidated Statement of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993.................................. Page 30
(5) Notes to Consolidated Financial Statements........................ Pages 31
through 40
SCHEDULES
The following schedule appears at page 13 of this report:
II. Valuation and Qualifying Accounts
Schedules other than those listed above are omitted because they are either
not required or not applicable.
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EXHIBITS
3(a) Composite Certificate of Incorporation of The Gillette Company, as amended,
filed as Exhibit 3(a) to The Gillette Company Annual Report on Form 10-K
for the year ended December 31, 1989, Commission File No. I-922,
incorporated by reference herein.
(b) The Bylaws of The Gillette Company, as amended April 15, 1993, filed as
Exhibit 3(b) to The Gillette Company Quarterly Report on Form 10-Q for the
period ended March 31, 1993, incorporated by reference herein.
4(a) Specimen of form of certificate representing ownership of The Gillette
Company Common Stock, $1.00 par value, as adopted by the Board of Directors
of the Company on December 15, 1977, filed as Exhibit 4(a) to The Gillette
Company Annual Report on Form 10-K for the year ended December 31, 1986,
Commission File No. I-922, incorporated by reference herein.
(b) Form of Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock of the Gillette Company filed as
Exhibit A to Exhibit 1 to The Gillette Company Current Report on Form 8-K,
dated December 30, 1985, Commission File No. I-911, incorporated by
reference herein.
(c) Rights Agreement dated as of November 26, 1986, and amended and restated as
of January 17, 1990, between The Gillette Company and The First National
Bank of Boston, filed as Exhibit 1 to The Gillette Company Form 8, dated
January 18, 1990, incorporated by reference herein.
(d) Renewed Rights Agreement dated as of December 14, 1995 between The Gillette
Company and The First National Bank of Boston, filed as Exhibit 4 to The
Gillette Company Current Report on Form 8-K, dated December 18, 1995,
Commission File No. I-911, incorporated by reference herein.
(e) Certificate of Designation of the Series C ESOP Convertible Preferred Stock
of The Gillette Company, dated January 17, 1990, filed as Exhibit 4(e) to
The Gillette Company Annual Report on Form 10-K for the year ended December
31, 1989, Commission File No. I-922, incorporated by reference herein.
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(f) Certificate of Amendment relating to an increase in the amount of
authorized shares of preferred stock and common stock, filed as Exhibit
3(i) to The Gillette Company Quarterly Report on Form 10-Q for the period
ended March 31, 1995, Commission File No. I-922, incorporated by reference
herein.
(g) Instruments relating to long-term debt.
Multi-year Credit agreement dated as of June 21, 1994 among The Gillette
Company and a group of United States and international banks, filed as
Exhibit 4(f) to The Gillette Company Annual Report on Form 10-K for the
year ended December 31, 1994.
Form of $150,000,000 4.75% note due August 15, 1996 issued pursuant to
Registration Statement No. 33-54974 of The Gillette Company, filed November
24, 1992, as amended May 14, 1993 and June 24, 1993 and the Trust Indenture
filed therewith as Exhibit 4.1, filed as part of Exhibit 4(f) to The
Gillette Company Annual Report on Form 10-K for the year ended December 31,
1993, incorporated by reference herein.
Form of $150,000,000 6.25% note due August 15, 2003, issued pursuant to
Registration Statement No. 33-54974 of The Gillette Company, filed November
24, 1992, as amended May 14, 1993 and June 24, 1993 and the Trust Indenture
filed therewith as Exhibit 4.1, filed as part of Exhibit 4(f) to The
Gillette Company Annual Report on Form 10-K for the year ended December 31,
1993, incorporated by reference herein.
Form of $150,000,000 and $50,000,000 5.75% notes due October 15, 2005,
issued pursuant to Registration Statement No. 33-50303 of The Gillette
Company, filed September 17, 1993 and the Trust Indenture filed as Exhibit
4.1 to Registration Statement No. 3354974 of The Gillette Company, as
amended May 14, 1993 and June 24, 1993, filed as part of Exhibit 4(f) to
The Gillette Company Annual Report on Form 10-K for the year ended December
31, 1993, incorporated by reference herein.
(Others not filed, but the registrant agrees to file a copy of such
instruments upon the request of the Securities and Exchange Commission.)
10 Material Contracts
*(a) The Gillette Company 1971 Stock Option Plan, as amended, filed as Exhibit
10(a) to The Gillette Company Annual Report on Form 10-K for the year ended
December 31, 1994, incorporated by reference herein.
*(b) The Gillette Company Stock Equivalent Unit Plan, as amended, filed as
Exhibit 10(b) to The Gillette Company Annual Report on Form 10-K for the
year ended December 31, 1993, incorporated by reference herein.
*(c) The Gillette Company Incentive Bonus Plan, as amended, filed as Exhibit
10(c) to The Gillette Company Annual Report on Form 10-K for the year ended
December 31, 1993, incorporated by reference herein.
*(d) The Gillette Company Outside Directors' Stock Ownership Plan, filed as
Exhibit 10(d) to The Gillette Company Annual Report on Form 10-K for the
year ended December 31, 1993, incorporated by reference herein.
*(e) Description of The Gillette Company Executive Life Insurance Program, filed
as Exhibit 10(d) to The Gillette Company Annual Report on Form 10-K for the
year ended December 31, 1991, Commission File No. I-922, incorporated by
reference herein.
(f) Directors and Officers and Company Reimbursement Indemnity Insurance and
Pension and Welfare Fund Fiduciary Responsibility Insurance policy, filed
herewith.
*(g) The Retirement Plan for Directors of The Gillette Company, as amended,
filed as Exhibit 10(f) to The Gillette Company Annual Report on Form 10-K
for the year ended December 31, 1987, Commission File No. I-922,
incorporated by reference herein.
*(h) The Deferred Compensation Plan for Directors of The Gillette Company, as
amended, filed herewith.
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(i) Stock Purchase Agreement dated November 24, 1986, between The Gillette
Company and a group of entities consisting of Revlon Group Incorporated,
MacAndrews & Forbes, Incorporated and certain of their affiliates, filed as
Exhibit No. 28.2 to The Gillette Company Current Report on Form 8-K dated
November 24, 1986, Commission File No. I-922, incorporated by reference
herein.
*(j) Description of severance pay and benefit arrangements for employees in the
event of a change in control, filed as Exhibit 10(j) to The Gillette
Company Annual Report on Form 10-K for the year ending December 31, 1989,
Commission File No. I-922, incorporated by reference herein.
(k) Letter Agreement, dated July 20, 1989, between The Gillette Company and
Berkshire Hathaway Inc., filed as Exhibit 4(a) to The Gillette Company
Current Report on Form 8-K, dated July 20, 1989, Commission File No. I-922, incorporated by
reference herein.
*(l) Description of agreement between The Gillette Company and Robert J. Murray
effective January 1, 1996, filed herewith.
*(m) Description of agreement between The Gillette Company and Lorne R. Waxlax
dated September 30, 1993, filed as Exhibit 10(m) to The Gillette Company
Annual Report on Form 10-K for the year ended December 31, 1993,
incorporated by reference herein.
*(n) Description of The Gillette Company Estate Preservation Plan, filed as
Exhibit 10(n) to The Gillette Company Annual Report on Form 10-K for the
year ended December 31, 1993, incorporated by reference herein.
*(o) Description of The Gillette Company Estate Planning Program, filed as
Exhibit 10(o) to The Gillette Company Annual Report on Form 10-K for the
year ended December 31, 1993, incorporated by reference herein.
*(p) The Gillette Company Supplemental Retirement Plan, as amended and restated
June 16, 1994, filed as Exhibit 10(a) to The Gillette Company Annual Report
on Form 10-K for the year ended December 31, 1994, incorporated by
reference herein.
*(q) The Gillette Company Supplemental Savings Plan, as amended and restated
effective July 1, 1993, filed as Exhibit 10(r) to The Gillette Company
Annual Report on Form 10-K for the year ended December 31, 1994,
incorporated by reference herein.
11 Computation of per share earnings, filed herewith.
12 Computation of the ratios of current assets to current liabilities for the
years 1995, 1994 and 1993, filed herewith.
13 Portions of the 1995 Annual Report to Stockholders of The Gillette Company
incorporated by reference in this Form 10-K, filed herewith.
22 List of subsidiaries of The Gillette Company, filed herewith.
23 Independent Auditors' Consent, filed herewith.
24 Power of Attorney, filed herewith.
27 Financial Data Schedule (not considered to be filed).
<FN>
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* Filed pursuant to Item 14(c).
B. REPORTS ON FORM 8-K
The Company filed a Current Report on Form 8-K on December 18, 1995 in
connection with a Renewed Rights Agreement dated as of December 14, 1995 between
the Company and The First National Bank of Boston.
OTHER MATTERS
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into the following Registration Statements of the
registrant on Form S-8 (1) No. 33-27916, filed April 10, 1989, and amended
thereafter, which incorporates by reference
10
therein Registration Statements on Form S-8 Nos. 2-90276, 2-63951 and 1-50710,
and all amendments thereto, all relating to shares issuable and deliverable
under The Gillette Company 1971 Stock Option Plan and 1974 Stock Purchase Plan
and on Form S-7 No. 2-41016 relating to shares issuable and deliverable under
The Gillette Company 1971 Stock Option Plan; (2) No. 33-9495, filed October 20,
1986, and all amendments thereto, relating to shares and plan interests in The
Gillette Company Employees' Savings Plan; (3) No. 2-93230, filed September 12,
1984, and all amendments thereto, relating to shares and plan interests in the
Oral B Laboratories Savings Plan; (4) No. 33-56218, filed December 23, 1992,
relating to shares and plan interests in The Gillette Company Employees' Savings
Plan; (5) No. 33-52465, filed March 1, 1994, and all amendments thereto,
relating to shares issuable and deliverable under The Gillette Company Global
Employee Stock Ownership Plan; (6) No. 33-53257, filed April 25, 1994, and all
amendments thereto, relating to shares issuable and deliverable under The
Gillette Company Outside Director's Stock Ownership Plan; (7) No. 33-53258,
filed April 25, 1994, and all amendments thereto, relating to shares issuable
and deliverable under The Gillette Company 1971 Stock Option Plan; (8) No.
33-59125, filed May 5, 1995, and all amendments thereto, relating to shares and
plan interests in The Gillette Company Employees' Savings Plan; and (9) No.
33-63707 filed October 26, 1995, and all amendments thereto, relating to shares
and plan interests in the Parker Pen 401(K) Plan.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event a claim for indemnification against such liabilities (other than the
payments by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
11
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
of THE GILLETTE COMPANY:
Under date of January 23, 1996, we reported on the consolidated balance
sheet of The Gillette Company and subsidiary companies as of December 31, 1995
and 1994, and the related consolidated statements of income and earnings
reinvested in the business and cash flows for each of the years in the
three-year period ended December 31, 1995, as contained in the 1995 Annual
Report to Stockholders. These consolidated financial statements and our report
thereon are incorporated by reference in the annual report on Form 10-K for the
year 1995. In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related financial statement schedule
listed on page 13 of this report. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
KPMG PEAT MARWICK LLP
Boston, Massachusetts
January 23, 1996
12
THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(MILLIONS OF DOLLARS)
[Enlarge/Download Table]
ADDITIONS DEDUCTIONS
--------------------- ----------
BALANCE CHARGED LOSSES BALANCE
AT TO CHARGED CHARGED AT
BEGINNING PROFIT TO TO END OF
DESCRIPTION OF YEAR AND LOSS OTHER RESERVES YEAR
----------- --------- -------- -------- -------- -------
1995
Reserves deducted from assets:
Receivables......................... $52.1 $27.4 $ .8* $ 21.1 $59.2
===== ===== ===== ====== =====
1994
Reserves deducted from assets:
Receivables......................... $45.9 $22.8 $-- $ 16.6 $52.1
===== ===== ===== ====== =====
1993
Reserves deducted from assets:
Receivables......................... $41.8 $18.0 $2.5* $ 16.4 $45.9
===== ===== ===== ====== =====
<FN>
* Acquisition balances
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE GILLETTE COMPANY
(Registrant)
THOMAS F. SKELLY
By________________________________
Thomas F. Skelly
Senior Vice President and Chief
Financial Officer
Date: March 21, 1996
Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
[Enlarge/Download Table]
SIGNATURES TITLE DATE
---------- ----- ----
* ALFRED M. ZEIEN Chairman of the Board March 21, 1996
_________________________________________ of Directors, Chief Executive
Alfred M. Zeien Officer and Director
* MICHAEL C. HAWLEY President, Chief Operating
_________________________________________ Officer and Director
Michael C. Hawley
* JOSEPH E. MULLANEY Vice Chairman of the Board and March 21, 1996
_________________________________________ Director
Joseph E. Mullaney
THOMAS F. SKELLY Senior Vice President and March 21, 1996
_________________________________________ Chief Financial Officer
Thomas F. Skelly
* CHARLES W. CRAMB Vice President, March 21, 1996
_________________________________________ Controller and Principal
Charles W. Cramb Accounting Officer
* WARREN E. BUFFETT Director March 21, 1996
_________________________________________
Warren E. Buffett
* WILBUR H. GANTZ Director March 21, 1996
_________________________________________
Wilbur H. Gantz
* MICHAEL B. GIFFORD Director March 21, 1996
_________________________________________
Michael B. Gifford
* CAROL R. GOLDBERG Director March 21, 1996
_________________________________________
Carol R. Goldberg
* HERBERT H. JACOBI Director March 21, 1996
_________________________________________
Herbert H. Jacobi
* RICHARD R. PIVIROTTO Director March 21, 1996
_________________________________________
Richard R. Pivirotto
* JUAN M. STETA Director March 21, 1996
_________________________________________
Juan M. Steta
* ALEXANDER B. TROWBRIDGE Director March 21, 1996
_________________________________________
Alexander B. Trowbridge
* JOSEPH F. TURLEY Director March 21, 1996
_________________________________________
Joseph F. Turley
THOMAS F. SKELLY
By__________________________________
Thomas F. Skelly
as Attorney-In-Fact
14
Dates Referenced Herein and Documents Incorporated by Reference
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