SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 23, 2004
THE GILLETTE COMPANY
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 1-922 04-1366970
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
PRUDENTIAL TOWER BUILDING, BOSTON, MASSACHUSETTS 02199
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 421-7000
ITEM 8.01. OTHER EVENTS
In order to furnish certain exhibits for incorporation by reference into
the Registration Statement on Form S-3 of The Gillette Company previously filed
with the Securities and Exchange Commission (File No. 333-101112), which
Registration Statement was declared effective by the Commission on November 15,
2002, The Gillette Company is filing a Terms Agreement, dated as of August 23,
2004 (the "Underwriting Agreement"), between The Gillette Company, Banc of
America Securities LLC and Morgan Stanley & Co. Incorporated as Exhibit 1.3 to
such Registration Statement; a 3.80% Senior Note due 2009 issued by The Gillette
Company as Exhibit 4.5 to such Registration Statement; an opinion of Ropes &
Gray LLP regarding the validity of such Notes, as Exhibit 5.4 to such
Registration Statement, and the consent of Ropes & Gray LLP to the filing of its
opinion, which consent is included in Exhibit 5.4; and the consent of KPMG LLP
to the use of their report dated February 20, 2004, as Exhibit 23.7 to such
Registration Statement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
1.3. Terms Agreement, dated as of August 23, 2004, by and between The
Gillette Company, Banc of America Securities LLC and Morgan Stanley
& Co. Incorporated
4.5. Form of 3.80% Senior Note due 2009
5.4. Opinion of Ropes & Gray LLP
23.7 Consent of KPMG LLP
23.8. Consent of Ropes & Gray LLP (included in the opinion filed herewith
as Exhibit 5.4)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE GILLETTE COMPANY
Date: August 30, 2004 By: /s/ Gail F. Sullivan
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Name: Gail F. Sullivan
Title: Vice President and Treasurer
EXHIBIT INDEX
The following designated exhibits are filed herewith:
1.3. Terms Agreement, dated as of August 23, 2004, by and between The
Gillette Company, Banc of America Securities LLC and Morgan Stanley
& Co. Incorporated
4.5. Form of 3.80% Senior Note due 2009
5.4. Opinion of Ropes & Gray LLP
23.7 Consent of KPMG LLP
23.8. Consent of Ropes & Gray LLP (included in the opinion filed herewith
as Exhibit 5.4)