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
EX-10.F — Directors,Officers & Co. Indemnity Ins. & Pension
| EX-10.F | 1st Page of 14 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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The Gillette Company
and its subsidiaries
8138-54-11-A
Prudential Tower Building
Boston, MA 02199-3799
15,000,000.
Lloyd's
Policy #: FD 940228
Policy Period: June 1, 1995 to June 1, 1996
Lloyd's and Other Underwriters (AIG)
Policy #: FD 940229
Policy Period: June 1, 1995 to June 1, 1996
June 1, 1995
June 1, 1996
Nos. 1, 2 and 3
8138-54-11
bas-06/08/95.14
[Download Table]
CHUBB GROUP OF INSURANCE COMPANIES BINDER
EXECUTIVE PROTECTION DEPARTMENT
--------------------------------------------------------------------------------
1. COVERAGE: Excess Directors & Officers Liability &
Reimbursement Policy
2. FORM: Form 14-02-207
3. COMPANY: Federal Insurance Company
4. INSURED: THE GILLETTE COMPANY
5. POLICY NO: 81385411
6. TERM: 6/1/95-6/1/96
7. BINDER PERIOD: 6/1/95-7/1/95
8. LIMIT OF LIABILITY: $15,000,000
9. DEDUCTIBLE AMOUNT: $15,000,000 Annual Aggregate
$ 1,000,000 Deductible
10. CONDITIONS: Expiring Terms (Endorsements 1 - 4)
11. ANNUAL PREMIUM: $180,000 (net)
12. IMPORTANT BINDER CONDITIONS:
A. This binder of insurance does not itself carry any extended
reporting period. Such extended reporting period may only be exercised if the
policy is issued. If this binder of insurance is terminated for any reason other
than issuance of the policy it represents, the insured shall have no right to
exercise the extended reporting period.
B. This binder is intended for use as evidence that insurance described
above has been effected for the term indicated, against which the Federal
policy will be duly issued. Please advise Federal Insurance Company
immediately of any discrepancies, inaccuracies or necessary changes.
By Karen E. Rothwell
-----------------
Authorized Employee
May 31,1995
-----------
Date
EXECUTIVE RISK [GRAPHIC]
May 26, 1995
Joan Goldberg
Johnson & Higgins of Boston
Three Center Plaza
Boston, MA 02108
RE: CONFIRMATION OF BINDING FOR THE GILLETTE COMPANY
Dear Joan:
On behalf of EXECUTIVE RE INDEMNITY INC. we are pleased to bind coverage on the
following terms:
- This Excess Indemnity Policy will be issued by EXECUTIVE RE INDEMNITY INC. ON
FORM C21066 (ED. 4/92).
-----------------------
- Limit of Liability: $10,000,000 (inclusive of defense expenses)
- Total Underlying Limits of Liability: $30,000,000.00
- Policy Period: From June 1, 1995 To June 1, 1996
- Premium: $75,000.00 Due July 1, 1995
- Endorsements: The titles and headings are for convenience only. Please refer
to the policy and endorsements for a description of coverage.
- C21939 CHANGE OF INSURER NAME ENDORSEMENT
- D21160 PRIOR AND PENDING LITIGATION EXCLUSION
- D21388 AMEND NOTICE OF CANCELLATION
THE GILLETTE CO May 26, 1995
Page 2
- Assigned Policy No.: 752-002028-95
Important
---------
THIS COVERAGE IS BOUND SUBJECT TO OUR RECEIPT, REVIEW AND ACCEPTANCE OF THE
FOLLOWING INFORMATION:
NO REQUIRED ITEMS
UNTIL WE RECEIVE, REVIEW AND ACCEPT THIS MATERIAL, WE RESERVE THE RIGHT TO AMEND
OR RESCIND THIS POLICY.
THIS BINDER OF COVERAGE IS SUBJECT TO OUR RECEIPT, ON OR BEFORE JULY 1, 1995, OF
PAYMENT IN FULL OF THE PREMIUM DUE. IF WE DO NOT RECEIVE PAYMENT OF THE PREMIUM
DUE ON OR BEFORE JULY 1, 1995, WE WILL ASSUME THAT YOU DO NOT WISH TO PURCHASE
THIS COVERAGE FROM US, AND THE POLICY DESCRIBED IN THE BINDER WILL BE VOID, AS
NEVER HAVING BEEN IN EFFECT. WE APPRECIATE THE OPPORTUNITY TO BE OF SERVICE TO
YOU, AND WE LOOK FORWARD TO RECEIVING PAYMENT OF THE PREMIUM BY JULY 1, 1995 SO
THAT THE COVERAGE DESCRIBED IN THE BINDER CAN BE MADE EFFECTIVE.
If you have any questions, please call me at (203) 244-8956.
Sincerely
Jonathan Pizzo
Underwriter
June 2, 1995
Mr. Thomas P. Welgoss
Manager
Corporate Insurance
THE GILLETTE COMPANY
Prudential Tower Building
Boston Massachusetts 02199
U.S.A.
Dear Tom:
RE: EXCESS DIRECTORS & OFFICERS LIABILITY INSURANCE
ACE INSURANCE COMPANY
RENEWAL DATE: JUNE 1, 1995
I am pleased to provide you with your ACE excess Directors & Officers Liability
binder of insurance evidencing coverage of $10,000,000 excess $60,000,000
(Individual D&O) and $10,000,000 excess $40,000,000 (Corporate Reimbursement) as
follows:
QUOTE
-----
ACE is pleased to acknowledge receipt of Dlrs 155,000 and confirm binding the
following:-
POLICY PERIOD: June 1, 1995 to June 1, 1996
LIMIT OF LIABILITY: $10 million
ATTACHMENT: $60 million D&O $40 million CR.
AGGREGATE LIMIT: $10 million
PREMIUM: $155,000
STRUCTURE: NAME LIMIT
---- -----
London $15M $15M
Chubb $15M $15M
Aetna $10M $10M
CODA $20M -
ACE $10M $10M
SPECIAL CONDITIONS
------------------
1) Followed Policies are London C.R. and CODA D&O.
2) Discovery Period & Percent: as per followed policy.
3) Cancellation Period: as per followed policy.
4) Coverage is D&O and C.R.
5) Cover will be issued on Policy Form D&O 6-88. Policy No. GS-7692D
6) Endorsements to be included:
- Specific Combined Limit of Liability Endorsement
- Endorsement amending Section II - A & C
We look forward to receipt of the u/l policies.
UNQUOTE
-------
This policy is issued as an offshore placement. The insurance is placed with an
Insurer not admitted to write insurance by any state. The Insurer is not under
the jurisdiction of, or subject to, supervision, regulation, or examination by
the States. In case of insolvency, payment of claims is not guaranteed and you
will not be protected by any state guarantee funds.
Any applicable taxes, including but not limited to Federal Excise Tax, are the
responsibility of the Insured to settle and are in addition to the premium.
Should you have any questions, please do not hesitate to contact me at (809)
299-8810.
Very truly yours,
George F. Leite
Account Executive
cc: Joan Goldberg - J&H Boston
June 2, 1995
Mr. Thomas P. Welgoss
Manager
Corporate Insurance
THE GILLETTE COMPANY
Prudential Tower Building
Boston Massachusetts 02199
U.S.A.
Dear Tom,
RE: CODA DIRECTORS & OFFICERS LIABILITY INSURANCE
RENEWAL DATE: JUNE 1, 1995
---------------------------
I am pleased to provide you with your CODA Directors and Officers Liability
binder of insurance evidencing coverage of $20,000,000 excess/dic $40,000,000 as
follows:
QUOTE
-----
[Download Table]
CODA is pleased to acknowledge receipt of Dlrs 145,000 and confirm binding the
following:
POLICY PERIOD: June 1, 1995 to June 1, 1996
LIMIT OF LIABILITY: $20 Million
ATTACHMENT $40 Million
PREMIUM: 6/1/95-96 $155,000
Minus ($ 10,000) XS/DIC
6/1/96-97 $165,000 (Deposit Premium)
6/1/97-98 $155,000 (Deposit Premium)
--------
Total $465,000
Less cash on hand $320,000
--------
Amount Due: $145,000
PAGE 2
[Download Table]
STRUCTURE: NAME LIMIT
---- -----
London 15m
Chubb 15m xs 15m
Aetna 10m xs 30m
SPECIAL CONDITIONS:
------------------
1) The cover provided will be XS/DIC.
2) Cover will be issued on Policy Form CODA 03 ED 05/92
3) Endorsements to be included:
- Outside Positions Endorsement: Sublimit, Non-Specific Individuals
End. 06 ED 05/89. Limit $5,000,000
- Outside Positions Endorsement: Sublimit, Specific Individuals End. 07
ED 05/89. Limit $15,000,000
- Insured Definition Endorsement
- Extended Definition of Insured Endorsement
We look forward to receipt of the u/l policies.
UNQUOTE
-------
This Policy is issued as an offshore placement. The insurance is placed with an
Insurer not admitted to write insurance by any State. The Insurer is not under
the jurisdiction of, or subject to, supervision, regulation, or examination by
the States. In case of insolvency, payment of claims is not guaranteed and you
will not be protected by any State Guarantee Funds.
Any applicable taxes, including but not limited to Federal Excise Tax, are the
responsibility of the Insured to settle and are in addition to the premium.
PAGE 3
Should you have any questions, please call me at (809) 299-8810.
Very truly yours,
George F. Leite
Account Executive
cc: Joan Goldberg - J&H Boston
[Download Table]
CHUBB GROUP OF INSURANCE COMPANIES BINDER
EXECUTIVE PROTECTION DEPARTMENT
--------------------------------------------------------------------------------
1. COVERAGE: Excess Fiduciary Liability
2. FORM: Form 14-02-182
3. COMPANY: Federal Insurance Company
4. INSURED: THE GILLETTE COMPANY
5. POLICY NO: 81344529
6. TERM: 7/1/94 - 7/1/96
7. BINDER PERIOD: 7/1/94 - 8/1/94
8. LIMIT OF LIABILITY: $ 5,000,000
9. DEDUCTIBLE AMOUNT: $20,000,000 Annual Aggregate
$ 100,000 Deductible
10. CONDITIONS: Expiring Terms (Endorsements 1 -6)
11. ANNUAL PREMIUM: $ 12,500 Annual
12. IMPORTANT BINDER CONDITIONS:
A. This binder of insurance does not itself carry any extended
reporting period. Such extended reporting period may only be exercised if the
policy is issued. If this binder of insurance is terminated for any reason other
than issuance of the policy it represents, the insured shall have no right to
exercise the extended reporting period.
B. This binder is intended for use as evidence that insurance described
above has been effected for the term indicated, against which the Federal
policy will be duly issued. Please advise Federal Insurance Company immediately
of any discrepancies, inaccuracies or necessary changes.
By Karen E. Rothwell
-----------------
Authorized Employee
June 30, 1995
-------------
Date
The Gillette Company
as more fully set forth in
underlying policy
81344529-A
5,000,000.
5,000,000.
The Aetna Casualty and Surety Company
06FF100761487 BCA
July 1, 1994 to July 1, 1995
None
July 1, 1994
Nos. 1 and 2
None
bas-07/08/94.08
[LOGO]
To: Thomas Welgoss
Insurance described below has been bound:
Name of Insureds: THE GILLETTE COMPANY
Mailing Address The Prudential Center
Boston, MA 02199
Location(s) Worldwide
Form of Coverage(s) Fiduciary Liability Amount or Limit
$20,000,000 Annual Aggregate
Limit of Liability
$100,000 Deductible
Insurance Carrier(s) THE AETNA CASUALTY AND SURETY COMPANY
Insurance Effective: July 1, 1994
From: July 1, 1996
Rate or Premium: $130,000 (Two-year prepaid)
Provisions Applicable: Aetna Policy No. 06 FF 100887749 BCA with terms as
noted on attached.
Copies of this Advice have been sent to: Walter E. Grote
Manager
THE AETNA CASUALTY AND SURETY COMPANY
THE GILLETTE COMPANY
FIDUCIARY LIABILITY RENEWAL - 7/1/94 - 7/1/96
Limit - $20,000,000 Annual Aggregate
Deductible/Domestic Plans: $100,000
Deductible/Foreign Plans: $100,000
Premium: $130,000 Two-year prepaid
Endorsements:
- Name of Designated Trust or Plan
- FR-1
- FR-2
- Deductible Endorsement (Foreign & Domestic)
- Pollution Exclusion
- 502(L)
- 502(i)
- Omnibus Welfare Plan Endorsements (a series of endorsements resulting in
worldwide coverage, subject to certain limitations as described therein).
- Merged/Terminated Plan Endorsement
- Exclusion of COBRA from exclusions
- Notice Requirement Threshold of $25,000,000 (Expiring Special Endorsement #3).
- Territory & Warranty End. (Endorsement #6 modified by deletion of a sub-limit
and other changes). Wording per 6/29/94 Aetna telefax, copy attached
- Managed Companies Interpretive Letter
- Defense Costs within the limit of liability for foreign plans.
Coverage is bound subject to underwriter's receipt, review and acceptance of the
completed and signed applications.
PENSION AND WELFARE FUND FIDUCIARY RESPONSIBILITY INSURANCE POLICY
NAME OF DESIGNATED TRUST OR PLAN ENDORSEMENT
It is agreed that as of the effective date hereof the complete name of the
Designated Trust or Plan under the attached policy is:
THE GILLETTE COMPANY RETIREMENT PLAN (#001)
THE GILLETTE COMPANY EMPLOYEES SAVINGS PLAN (#002)
THE GILLETTE COMPANY EMPLOYEE STOCK OWNERSHIP PLAN (#007)
ORAL-B LABORATORIES, INC. PENSION PLAN FOR HOURLY EMPLOYEES OWENS BRUSH CO.
(#001)
ORAL-B LABORATORIES, INC. SAVINGS PLAN (#005)
THE PARKER PEN PENSION PLAN
THE PARKER PEN RETIREMENT PLAN FOR PRODUCTION WORKERS
THE PARKER PEN RETIREMENT PLAN FOR SKILLED WORKERS
THE PARKER PEN 401(K) PLAN
THE PARKER PEN PENSION PLAN, AS SPONSORED BY PARKER PEN UK LTD., PARKER PEN
HOLDINGS LTD. & PARKER PEN LTD.
PENSION AGREEMENT BETWEEN ORAL-B LABS, IOWA CITY PLANT & CHAUFFEURS, TEAMSTERS
& HELPERS LOCAL UNION 238
BRAUN CANADA LTD. DEFINED CONTRIBUTION PLAN
GILLETTE CANADA INC. AND ORAL-B LABS (CANADA) DEFINED BENEFIT PLAN
GILLETTE UK LTD., JAFRA, AND BRAUN UK DEFINED BENEFIT PLAN
ORAL-B LABS (UK) DEFINED BENEFIT PLAN
PARKER PEN HOLDINGS (UK) DEFINED BENEFIT/DEFINED CONTRIBUTION PLAN
This endorsement forms a part of the policy to which attached, effective on the
inception date of the policy unless otherwise stated herein.
Endorsement effective JULY 1, 1994 Policy No. 06 FF 100887749 BCA
Endorsement No. N/A
THE GILLETTE COMPANY RETIREMENT PLAN THE AETNA CASUALTY AND SURETY COMPANY
By: By:
--------------------------------- ------------------------------------
(Authorized Representative)
Dates Referenced Herein and Documents Incorporated by Reference
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