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
ADDITIONAL INFORMATION ON HOW TO VOTE YOUR P&G OR GILLETTE SHARES
Shareholder approval for the Gillette acquisition REQUIRES VOTES FROM THE
MAJORITY OF P&G'S OUTSTANDING SHARES. THIS MEANS THAT IF YOU DON'T VOTE YOUR
SHARES, THEY WILL BE COUNTED AS VOTES AGAINST THE MERGER.
Please use your shareholder right to vote in favor of the deal. Our Board of
Directors has unanimously recommended voting in favor of the transaction. The
merger will create a strong combined company that will be well positioned to
benefit from the following:
Complementary strengths in innovation, selling and go-to-market
capabilities to improve sales growth;
Strengthened line-up of industry leading brands;
Increased scale for better consumer value and lower costs; and
Enhanced relationships with retail customers.
We began mailing the proxy statements announcing the meeting to all P&G
shareholders on 3 June 2005. It provides additional details about the deal so
shareholders understand the importance of this acquisition.
Those with email access have received or will receive the proxy notification via
email. Others will receive a hard copy.
You can vote via the internet, telephone, postal mail or in person. The proxy
provides instructions for each option.
If you have questions or don't receive your proxy by 1 July, please contact
Shareholder Services:
o Within the US and Canada: (800) 742-6253
o Outside North America: 513-983-3034
Please vote in favor of the acquisition -- the deal cannot be completed without
your approval.
SHAREHOLDERS CAN SUBMIT THEIR PROXY BY MAIL, TELEPHONE, OR THE INTERNET. HERE
ARE DETAILS HOW.
HOW TO VOTE BY PROXY
PROCTER & GAMBLE
----------------
BY MAIL: To submit your proxy by mail, simply mark your
proxy, date and sign it, and if you are a
shareholder of record, return it to ADP, in the
postage-paid envelope provided. If the envelope
is missing, please address your completed proxy
card to The Procter & Gamble Company c/o ADP,
51 Mercedes Way, Edgewood, NY 11717. If you are
a beneficial owner, please refer to your proxy
card or the information provided to you by your
bank, broker, custodian or record holder.
BY TELEPHONE: If you are a shareholder of record, you can
submit your proxy by telephone by calling the
toll-free telephone number on your proxy card.
Telephone voting is available 24 hours a day
and will be accessible until 11:59 p.m. on
July 11, 2005. Easy-to-follow voice prompts
allow you to submit your proxy and confirm that
your instructions have been properly recorded.
If you are a beneficial owner, please refer to
your proxy card or the information provided by
your bank, broker, custodian or record holder
for information on telephone voting. IF YOU
SUBMIT YOUR PROXY BY TELEPHONE YOU DO NOT NEED
TO RETURN YOUR PROXY CARD. IF YOU ARE LOCATED
OUTSIDE THE UNITED STATES, CANADA AND PUERTO
RICO, SEE YOUR PROXY CARD OR OTHER MATERIALS
FOR ADDITIONAL INSTRUCTIONS. IF YOU HOLD SHARES
THROUGH A BROKER OR OTHER CUSTODIAN, PLEASE
CHECK THE VOTING FORM USED BY THAT FIRM TO SEE
IF IT OFFERS TELEPHONE VOTING.
BY INTERNET: You can also choose to submit your proxy on
the Internet. If you are a shareholder of
record, the web site for Internet voting is on
your proxy card. Internet voting is available
24 hours a day, AND WILL BE ACCESSIBLE UNTIL
11:59 P.M. ON JULY 11, 2005. If you are a
beneficial owner, please refer to your proxy
card or the information provided by your bank,
broker, custodian or record holder for
information on Internet voting. As with
telephone voting, you will be given the
opportunity to confirm that your instructions
have been properly recorded. IF YOU SUBMIT YOUR
PROXY ON THE INTERNET, YOU DO NOT NEED TO
RETURN YOUR PROXY CARD. If you hold shares
through a broker or other custodian, please
check the voting form to see if it offers
Internet voting.
GILLETTE
--------
BY MAIL: To submit your proxy by mail, simply mark your
proxy, date and sign it, and if you are a
shareholder of record, return it to ADP, in the
postage-paid envelope provided. If the envelope
is missing, please address your completed proxy
card to The Gillette Company c/o ADP,
51 Mercedes Way, Edgewood, NY 11717. If you are
a beneficial owner, please refer to your proxy
card or the information provided to you by your
bank, broker, custodian or record holder.
BY TELEPHONE: If you are a shareholder of record, you can
submit your proxy by telephone by calling the
toll-free telephone number on your proxy card.
Telephone voting is available 24 hours a day
and will be accessible until 11:59 p.m. on
July 11, 2005. Easy-to-follow voice prompts
allow you to submit your proxy and confirm that
your instructions have been properly recorded.
If you are a beneficial owner, please refer to
your proxy card or the information provided by
your bank, broker, custodian or record holder
for information on telephone voting. IF YOU
SUBMIT YOUR PROXY BY TELEPHONE YOU DO NOT NEED
TO RETURN YOUR PROXY CARD. IF YOU ARE LOCATED
OUTSIDE THE UNITED STATES, CANADA AND PUERTO
RICO, SEE YOUR PROXY CARD OR OTHER MATERIALS
FOR ADDITIONAL INSTRUCTIONS. IF YOU HOLD SHARES
THROUGH A BROKER OR OTHER CUSTODIAN, PLEASE
CHECK THE VOTING FORM USED BY THAT FIRM TO SEE
IF IT OFFERS TELEPHONE VOTING.
BY INTERNET: You can also choose to submit your proxy on
the Internet. If you are a shareholder of
record, the web site for Internet voting is on
your proxy card. Internet voting is available
24 hours a day, AND WILL BE ACCESSIBLE UNTIL
11:59 P.M. ON JULY 11, 2005. If you are a
beneficial owner, please refer to your proxy
card or the information provided by your bank,
broker, custodian or record holder for
information on Internet voting. As with
telephone voting, you will be given the
opportunity to confirm that your instructions
have been properly recorded. IF YOU SUBMIT YOUR
PROXY ON THE INTERNET, YOU DO NOT NEED TO
RETURN YOUR PROXY CARD. If you hold shares
through a broker or other custodian, please
check the voting form to see if it offers
Internet voting.
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.