| Filed Pursuant to Rule 425 Filing Person: The Procter & Gamble Company Subject Company: The Gillette Company Commission File No.: 1-922 |
| The following slides were used in a presentation to associates of The Gillette Company: |
James M. Kilts
Associates Meeting
February 4,
2005
0
It’s a historic time
But … it’s also a sad time
We’ve been an independent company for 100+ years
We have a proud heritage
Most of all … it’s an exciting time
Gillette – Procter & Gamble
We are joining a tremendous partner to create
the world’s best consumer products company
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Let Me Start By Saying ...
Congratulations on
a
GREAT YEAR!!
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2004 – Total Year Performance
* Continuing Operations
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Net Sales
+13%
Profit from Operations
+23%
Net Income
+23%
Earnings per Share
+25%
The Gillette Company Performance
Record Results for the
Sixth Consecutive Quarter
And Second Consecutive Year
4
The Gillette Company
Pumped new life into our company … since
those dark days of early 2001
Reinvigorated our brands
Set the stage for the future success of our
business as part of P&G
You Can Be Very Proud
You did all of this professionally … and with
great respect for each other and our values
5
The months ahead will bring change … which is
never easy
You can view change as a problem or an opportunity
For the vast majority of Gillette associates … this
merger will mean expanded opportunities in a
thriving company
Many of you will rise in the management ranks of the
combined company
Gillette – Procter & Gamble
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Gillette – Procter & Gamble
P&G wants to field the best possible team …
with members from BOTH companies
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There will be job losses
Estimated at approximately 4% of the combined
company’s workforce of 140,000
Many will occur at the corporate office … but NO
decisions have been made
We’ve implemented special severance protection
Change of control measures
Fully vested stock option plan
Gillette – Procter & Gamble
P&G wants to field the best possible team …
with members from BOTH companies
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You will receive full communications
Updates will be given on a regular basis
A special employee website will be created
I will stay on for at least a year
To guide the integration
To ensure continued Gillette business momentum
Gillette – Procter & Gamble
We will be forthright and fully supportive in
handling the transition in a first-class way
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Associates Meeting
February 4,
2005
10
AG Lafley
Chairman, President
and Chief Executive
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Rationale
This deal makes sense strategically
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5
This deal makes sense strategically
We can grow faster together
Rationale
6
This deal makes sense strategically
We can grow faster together
We can be more productive and
offer better consumer value
together
Rationale
7
This deal makes sense strategically
We can grow faster together
We can be more productive and
offer better consumer value
together
We can collaborate and innovate
better and faster together
Rationale
8
This deal makes sense strategically
We can grow faster together
We can be more productive and
offer better consumer value
together
We can collaborate and innovate
better and faster together
We can create greater
scale together
Rationale
Local Impact
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Local Impact
• We will do what’s right for:
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Local Impact
We will do what’s right for:
Consumers and customers
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Local Impact
We will do what’s right for:
Consumers and customers
Shareholders
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Local Impact
We will do what’s right for:
Consumers and customers
Shareholders
Employees over the long term
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Local Impact
We will do what’s right for:
Consumers and customers
Shareholders
Employees over the long term
• We will maintain a presence in Boston
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Local Impact
We will do what’s right for:
Consumers and customers
Shareholders
Employees over the long term
We will maintain a presence in Boston
We will sustain commitment
to community service
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Integration Principles
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Integration Principles
We will field the best team
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Integration Principles
We will field the best team
We will communicate openly
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Integration Principles
We will field the best team
We will communicate openly
We will treat every employee with respect
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Gillette and P&G
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Gillette and P&G
Both improving lives
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Gillette and P&G
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Both improving lives
Both brand-builders
Gillette and P&G
Both improving lives
Both brand-builders
Both innovators
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Gillette and P&G
Both improving lives
Both brand-builders
Both innovators
Both strong retail partners
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Gillette and P&G
Both improving lives
Both brand-builders
Both innovators
Both strong retail partners
Both industry supply chain leaders
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Gillette and P&G
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Both improving lives
Both brand-builders
Both innovators
Both strong retail partners
Both industry supply chain leaders
Both with values
Gillette and P&G
Both improving lives
Both brand-builders
Both innovators
Both strong retail partners
Both industry supply chain leaders
Both with values
Both known for outstanding people
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Gillette and P&G
Both improving lives
Both brand-builders
Both innovators
Both strong retail partners
Both industry supply chain leaders
Both with values
Both known for outstanding people
Both world class companies
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`29
168 Years
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Purpose-driven
and values-led
Embracing and
leading change
Power of branding
and innovation
Long term growth
Why Has P&G Endured?
Improving
consumers’
everyday lives
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Two Moments of Truth
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P&G Values
Leadership
Ownership
Integrity
Passion for Winning
Trust
P&G
Values
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The Gillette Company’s
Vision is to build Total
Brand Value by
innovating to deliver
consumer value and
customer leadership
faster, better and more
completely than
our
competition.
P&G Purpose
Gillette Vision
We will provide branded
products and services of
superior quality and
value that improve the
lives of the world's
consumers.
As a result, consumers
will reward us with
leadership sales, profit,
and value creation,
allowing our people, our
shareholders, and the
communities in which we
live and
work
to prosper.
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ACHIEVEMENT
We are dedicated to the highest standards
of achievement in all areas of our business.
We strive to consistently exceed the
expectations of
both external and internal
customers.
INTEGRITY
Mutual respect and ethical behavior are the
basis for our relationships with colleagues,
customers and the community. Fair practice
is the hallmark of the Company.
COLLABORATION
We work closely together as one global
team to improve the way we do business
every day. We communicate openly and
establish clear accountability for making
decisions, identifying issues and
solutions,
and maximizing business opportunities.
P&G Values
Leadership
Ownership
Integrity
Passion for Winning
Trust
P&G
Values
Gillette Values
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Leading
Change
Leading Change
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Leading Change
Brand Management
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Leading Change
Brand Management
Category Management
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Leading Change
Brand Management
Category Management
Customer Business Development
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Leading Change
Brand Management
Category Management
Customer Business Development
Product Supply
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Leading Change
Brand Management
Category Management
Customer Business Development
Product Supply
Global Business Services
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Leading Change
Brand Management
Category Management
Customer Business Development
Product Supply
Global Business Services
Employee Benefits
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Leading Change
Brand Management
Category Management
Customer Business Development
Product Supply
Global Business Services
Employee Benefits
Consumer Marketing
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Branding
and
Innovation
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P&G Billion-Dollar Brands
VIDEO
P&G Billion Dollar Brands
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ACHIEVEMENT
We are dedicated to the highest standards
of achievement in all areas of our business.
We strive to consistently exceed the
expectations of
both external and internal
customers.
INTEGRITY
Mutual respect and ethical behavior are the
basis for our relationships with colleagues,
customers and the community. Fair practice
is the hallmark of the Company.
COLLABORATION
We work closely together as one global
team to improve the way we do business
every day. We communicate openly and
establish clear accountability for making
decisions, identifying issues and
solutions,
and maximizing business opportunities.
P&G Values
Leadership
Ownership
Integrity
Passion for Winning
Trust
P&G
Values
Gillette Values
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Gillette Founders
P&G Founders
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Foundation for Success
Complementary core strengths
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Foundation for Success
Complementary core strengths
“Connect and Develop” capability
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Foundation for Success
Complementary core strengths
“Connect and Develop” capability
Consumer understanding
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Foundation for Success
Complementary core strengths
“Connect and Develop” capability
Consumer understanding
Customer business development and
in-store execution
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Greater Scale Advantages
Growth
Scale,
Margin
Branding,
Innovation
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P&G Organization
Structure
Health,
Baby and
Family
Care
Household
Corporate Functions (CF)
Global Business Services (GBS)
Global Business Units
(GBUs)
Market Development Organizations (MDOs)
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Beauty
Care
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Beauty
Care
Global Business Units
Global Business Units
Beauty
Care
Health,
Baby and
Family
Care
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Global Business Units
Beauty
Care
Health,
Baby and
Family
Care
Household
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Global Business Units
Long-term global strategy
Consumer understanding
Brand equity development
Product innovation/design
Product sourcing and
manufacturing
New business
development
Beauty
Care
Health,
Baby and
Family
Care
Household
64
Market Development Organizations (MDOs)
North America
Latin America
Western Europe
Central and Eastern Europe,
Middle East and Africa
Greater China
Northeast Asia
ASEAN, Australasia & India
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Accounting
Employee benefits
Payroll
Order management
Product logistics
Systems operations
Global Business Services
Consumer and Market Knowledge
Customer Business Development
External Relations
Finance
Human Resources
Information Technology
Legal
Marketing
Product Supply
Research & Development
Consumer and Market Knowledge
Customer Business Development
External Relations
Finance
Human Resources
Information Technology
Legal
Marketing
Product Supply
Research & Development
Corporate Functions
67
P&G Organization
Structure
Beauty
Care
Health,
Baby and
Family
Care
Household
68
Market Development Organizations (MDOs)
Global Business Units
(GBUs)
Global Business Services (GBS)
Corporate Functions (CF)
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Ravi Chaturvedi
President
Northeast Asia
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Shantanu Khosla
Vice President India
and Personal
Health Care
ASEAN, Australasia
and India
Bill Reina
Global and
North America
Talent Supply
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Carsten Fischer
President
Professional
Care
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Diane Hirakawa
Vice President Research
and Development
Pet Health
and Nutrition
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VIDEO
P&G Touching Lives….
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Additional Information and Where to Find it |
In connection with the proposed merger, The Procter & Gamble Company (“P&G”) and The Gillette Company (“Gillette”) will file a joint proxy statement/prospectus with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus (when available) and other documents filed by P&G and Gillette with the Commission at the Commission’s web site at http://www.sec.gov. Free copies of the joint proxy statement/prospectus, once available, and each company’s other filings with the Commission may also be obtained from the respective companies. Free copies of P&G’s filings may be obtained by directing a request to The Procter & Gamble Company, Investor Relations, P.O. Box 599, Cincinnati, Ohio 45201-0599. Free copies of Gillette’s filings may be obtained by directing a request to The Gillette Company, Investor Relations, Prudential Tower, Boston, Massachusetts, 02199-8004. This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Participants in the Solicitation P&G, Gillette and their respective directors, executive officers and other members of their management and employees may be soliciting proxies from their respective stockholders in favor of the merger. Information concerning persons who may be considered participants in the solicitation of P&G’s stockholders under the rules of the Commission is set forth in the Proxy Statement filed by P&G with the Commission on August 27, 2004, and information concerning persons who may be considered participants in the solicitation of Gillette’s stockholders under the rules of the Commission is set forth in the Proxy Statement filed by Gillette with the Commission on April 12, 2004. Forward-Looking Statements All statements, other than statements of historical fact included in this release, are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. In addition to the risks and uncertainties noted in this release, there are certain factors that could cause actual results to differ materially from those anticipated by some of the statements made. These include: (1) the ability to achieve business plans, including with respect to lower income consumers and growing existing sales and volume profitably despite high levels of competitive activity, especially with respect to the product categories and geographical markets (including developing markets) in which the Company has chosen to focus; (2) successfully executing, managing and integrating key acquisitions, including (i) the Domination and Profit Transfer Agreement with Wella, and (ii) the Company’s agreement to acquire The Gillette Company, including obtaining the related required shareholder and regulatory approvals; (3) the ability to manage and maintain key customer relationships; (4) the ability to maintain key manufacturing and supply sources (including sole supplier and plant manufacturing sources); (5) the ability to successfully manage regulatory, tax and legal matters (including product liability, patent, and other intellectual property matters), and to resolve pending matters within current estimates; (6) the ability to successfully implement, achieve and sustain cost improvement plans in manufacturing and overhead areas, including the success of the Company’s outsourcing projects; (7) the ability to successfully manage currency (including currency issues in volatile countries), debt (including debt related to the Company’s announced plan to repurchase shares of the Company’s stock in connection with the Company’s pending acquisition of The Gillette Company), interest rate and certain commodity cost exposures; (8) the ability to manage the continued global political and/or economic uncertainty and disruptions, especially in the Company’s significant geographical markets, as well as any political and/or economic uncertainty and disruptions due to terrorist activities; (9) the ability to successfully manage increases in the prices of raw materials used to make the Company’s products; (10) the ability to stay close to consumers in an era of increased media fragmentation; and (11) the ability to stay on the leading edge of innovation. For additional information concerning factors that could cause actual results to materially differ from those projected herein, please refer to our most recent 10-K, 10-Q and 8-K reports. |