Filed by The Procter & Gamble Company
Pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: The Gillette Company
Commission File No.: 1-00922
AG ONLINE
P&G AND GILLETTE NAME TRANSITION STEERING TEAMS
18 February 2005
We are taking an important step Thursday with the appointment of the P&G and
Gillette Transition Steering Teams.
The P&G team will be led by Clayton C. Daley, Jr., Chief Financial Officer, and
will include:
o Robert A. McDonald, Vice Chairman-Global Operations
o Richard L. Antoine, Global Human Resources Officer
o R. Keith Harrison, Jr., Global Product Supply Officer
o James J. Johnson, Chief Legal Officer and Secretary
o Filippo Passerini, Chief Information & Global Services Officer
o Robert A. Steele, Group President-North America
o John P. Goodwin, Treasurer
o Richard A. Hughes, Vice President-Product Supply, Purchases
The members of the Transition Steering Team from Gillette will be announced
separately.
The mission of this steering team is to direct planning for the integration of
P&G and Gillette, pending shareholder approval and customary regulatory reviews.
This team will focus on identifying growth and cost synergy opportunities, as
well as organization design and other integration matters. This team, in turn,
will charter sub-teams to develop detailed plans for integration of key business
processes (e.g., payroll, supply chain, information systems, etc.).
We previously announced that Paul Polman will be working for me on special
projects including the Western European P&G/Gillette transition. Other
individuals in appropriate functions or Business Units will be contacted for
help by the steering team or myself as needed.
Jim Kilts, Gillette's CEO, will lead the Gillette transition steering team,
which also is being appointed today. The Transition Steering Teams will meet for
the first time in the next couple of weeks. These teams will continue to work
over the next several months to prepare for anticipated government approvals
this fall. They also will provide periodic updates.
The transition steering teams will be responsible for the work and contact
between P&G and Gillette. Please remember we are separate companies - and
competitors - until this transaction closes. Therefore, all P&G contacts with
Gillette must be authorized by a transition team member.
As this team undertakes transition planning, the most important thing all of us
can do is focus on sustaining the growth of P&G's business by serving consumers
and customers with excellence. I appreciate your help in doing this.
FORWARD LOOKING STATEMENT
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.
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.