Filed by The Procter & Gamble Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6(j)
of the Securities and Exchange Act of 1934
Subject Company: The Gillette Company
Commission File No.: 001-00922
Registration No.: 333-123309
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MANAGEMENT CHANGES
15 June 2005
Today, we're [LINK] ANNOUNCING several Company leadership changes, as we've done
the past two years at about this time. The intent is to make any Global
Leadership Council (GLC) changes early in the fiscal year to give new leaders
the maximum amount of time to lead business and organizational results during
the year.
This year the changes are relatively few, reflecting our desire for stability as
we go into the Gillette transition. All changes are effective 1 July unless
otherwise indicated.
GLOBAL BUSINESS UNIT (GBU) CHANGES
o BEAUTY CARE. I'm pleased to announce the promotion of MELANIE HEALEY,
currently Vice President, North America Feminine Care, as President of
Global Feminine Care. Melanie will report to Susan Arnold and remain in
Cincinnati.
PAOLO DECESARE will pick up Global Deodorant responsibilities in
addition to his current Global Skin Care and Personal Cleaning
Assignments. Paolo will continue to report to Susan Arnold and be
located in Geneva.
o FAMILY HEALTH CARE. MICHAEL KEHOE, President - Global Oral Care, will
retire effective 2 January 2006 after 27 years of service. I want to
thank Michael for his many contributions over the years and wish him
well in the future. Succeeding him will be CHARLIE PIERCE, currently
President - Global Family Care. He will remain in Cincinnati and report
to Kerry Clark.
I'm very pleased to announce that DAVID TAYLOR, currently Vice President
& General Manager, North America Family Care, is being promoted to
President of Global Family Care, succeeding Charlie Pierce. He will
remain in Cincinnati and report to Kerry Clark.
MARTIN RIANT, currently President, Global Feminine Care & Deodorants/Old
Spice, will become President, Global Baby and Adult Care, succeeding Deb
Henretta, whose new assignment I'll cover separately. He will remain in
Cincinnati, reporting to Kerry Clark.
GLOBAL MARKET DEVELOPMENT ORGANIZATION (MDO) CHANGES
Effective 1 September, DEB HENRETTA, President, Global Baby and Adult Care, will
become the President of ASEAN, Australasia and India (AAI), replacing Chip
Bergh. Deb will report to Bob McDonald and be located in Singapore.
Upon shareholder and regulatory approval of the Gillette acquisition, we
anticipate that CHIP BERGH will move to a President-level assignment within
Gillette. Until that time Chip will be working on special assignment, reporting
directly to me.
COMPANY OFFICERS
While not GLC positions, we're making two changes at the Company Officer level:
o JOHN JENSEN, Company Comptroller, will retire 1 September after 32 years
of service. John, thank you for your contributions over the years.
Succeeding John as Company Comptroller will be VALARIE SHEPPARD,
currently Manager -- Finance & Accounting, Global Household Care.
Valerie will report to Chief Financial Officer Clayt Daley and continue
to be located in Cincinnati.
o STEVE JEMISON, currently General Counsel - Central and Eastern Europe,
Middle East and Africa (CEEMEA), will be appointed Secretary and
Associate General Counsel of the Company, reporting to Chief Legal
Officer Jim Johnson. Steve will be located in Cincinnati. GILLETTE
We [LINK] PREVIOUSLY ANNOUNCED the organization structure and locations for
Gillette's three business units after closing. We [LINK] ALSO ANNOUNCED that
several of Gillette's key senior managers will be staying in on-going
assignments, all reporting to Jim Kilts.
I'm now pleased to add that, upon closing and subject to P&G Board approval,
MARY ANN PESCE, President of Gillette's Global Personal Care business, and BRUCE
CLEVERLY, President of Gillette's Global Oral Care business, will move to
President level assignments within P&G. We're delighted these two talented and
highly respected Gillette senior leaders will be part of the future combined
company.
We'll have a few more announcements related to Gillette leadership after
closing, subject to approval by the P&G Board of Directors.
In the meantime, I want to remind everyone of the critical need to focus on the
current P&G business. We're in the process of finishing up another outstanding
year and -- with your continued support -- headed into a strong 2005-06 fiscal
year.
[LINK] ADDITIONAL INFORMATION
ADDITIONAL INFORMATION AND WHERE TO FIND IT
-------------------------------------------
IN CONNECTION WITH THE PROPOSED MERGER, THE PROCTER & GAMBLE COMPANY ("P&G") HAS
FILED A REGISTRATION STATEMENT ON FORM S-4 ON MAY 26, 2005, WITH THE SECURITIES
AND EXCHANGE COMMISSION (REGISTRATION NO. 333-123309), CONTAINING A DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS
IMPORTANT INFORMATION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF
THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED BY P&G
AND THE GILLETTE COMPANY ("GILLETTE") WITH THE COMMISSION AT THE COMMISSION'S
WEB SITE AT HTTP://WWW.SEC.GOV. FREE COPIES OF THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS 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 P&G INVESTOR RELATIONS AT 513-983-2415.
FREE COPIES OF GILLETTE'S FILINGS MAY BE OBTAINED BY DIRECTING A REQUEST TO
GILLETTE INVESTOR RELATIONS AT 617-421-8172.
THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY SECURITIES, NOR SHALL THERE BE 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 MARCH 30, 2005.