Filed
by The Gillette Company
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-6(b) of
the Securities Exchange Act of 1934
Subject Company: The Gillette Company
Commission File No.: 333-123309
The
following overview was presented to employees of The Gillette Company:
Overview of
Procter & Gamble
2004/05
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Overview of Procter & Gamble
o P&G History
o Facts & Figures
o Purpose, Values & Principles
o Company Structure
o R&D Innovation
o Careers
o Q&A
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P&G History
An Unlikely Meeting: William Procter and James Gamble
o Embarked on separate
journeys to the U.S. from England/Ireland
o Married sisters, whose father convinced them to become business partners
o Founded P&G in 1837
William Procter James Gamble
Candle Maker Soap Maker
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P&G History
Historical Highlights: 1837 to mid 20th century
1837 Company founded
1850 New manufacturing facility opens in Cincinnati, OH
1859 $1 Million net sales
1879 Ivory Soap introduced
1882 First brand advertisement (Ivory Soap)
1890 Incorporated
1915 Canada: first international subsidiary
1923 First radio ad (Ivory Soap)
1930 England: first overseas subsidiary
1939 First television ad (Crisco)
1946 Tide introduced
1955 Crest introduced
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P&G History
1956 $1 Billion net sales
1961 Pampers introduced
1963 Folgers Acquisition
1974 Toll-free consumer hotline
1980 $10 Billion net sales
1985 Richardson Vicks acquisition
1989 CoverGirl acquisition
1989 $20 Billion net sales
1999 Iams acquisition
2001 Clairol acquisition
2002 $40 Billion net sales
2003 Wella acquisition
2004 $50 Billion net sales
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Overview of Procter & Gamble
o P&G History
o Facts & Figures
o Purpose, Values & Principles
o Company Structure
o R&D Innovation
o Careers
o Q&A
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P&G-2003/04 Gillette 2004
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Sales $51.4 billion $10.3 billion est.
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Earnings $6.5 billion $2.3 billion est.
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Dividends per Common Share $0.93 $0.65 (in 2003)
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R&D Expenditures $1.8 billion o $202 million (in 2003)
o Not available yet for 2004
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Leading Brands Tide, Always, Iams Pantene, Mach3, Gillette, Oral B, Duracell, Braun
Charmin, Bounty, Actonel,
Crest, Ariel, Downy, Pampers,
Pringles, Folgers, Wella, Olay,
Head & Shoulders
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Brands w/Sales > $1 billion 16 5
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Number of Employees 110,000 30,000
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Manufacturing 106 in 41 countries 31 plants in 14 countries:
Brazil, Mexico, Belgium, Czech Republic, France,
Germany, Ireland, Poland, Russia, Spain, United
Kingdom, United States, China, India
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R&D Centers 21 Technical Centers in 11 3 - Germany, United Kingdom, United States
countries on four continents.
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Chief Executive A.G. Lafley, Chairman, James M. Kilts, Chairman, President and CEO
President and Chief Executive
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Facts & Figures
P&G/Gillette - The Combined Companies*
o Combined sales of $62 billion
o 21 global brands with sales of over $1 billion
o Combined workforce of 140,000
o New opportunities for Gillette in developing countries, like China and Russia
o New opportunities for P&G where Gillette is strong, like Brazil and India
* Subject to shareholders and government approval.
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Facts & Figures
Signs of P&G Success
o Markets nearly 300 brands that touch and improve the lives of our world's
consumers in more than 160 countries
o Global leader in 7 of the 12 different product categories in which we compete.
Closest competitor leads in only two of 16 billion dollar global brands.
o Spends more than $5 million a day on R&D
o Sales total more than $51.4 billion worldwide
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Facts & Figures
2004 Net Sales by Business Segment
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Facts & Figures
Recent Third Party Recognition
o Only company on all 7 Fortune lists for 2003 and 2004.
o #6 on Fortune's Global Most Admired Companies and #10 for America's Most Admired Companies 2005
o #8 on Business Ethics' 100 Best Corporate Citizens list 2005
o #66 on Fortune's 100 Best Companies to Work For 2005
o Among the 2005 Top 30 Companies for Executive by the National Association for Female Executives (NAFE)
o #27 on DiversityInc's Top 50 Companies for Diversity 2005
o Ranked on Working Mother's Best Companies for Working Mothers, 17 out of 19 years
o Ranked among the Best Employers/Places to Work in Canada, Germany, Portugal,Italy, Latin America and Chile
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A.G. Lafley
Chairman of the Board,
President and
Chief Executive
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Facts & Figures
Key Corporate P&G Executives - Vice Chairmen
Susan E. Arnold Bruce L. Byrnes
Vice Chairman-Global Beauty Care Vice Chairman-Global Household Care
R. Kerry Clark Robert A. McDonald
Vice Chairman-Global Health, Vice Chairman-Global Operations
Baby & Family Care
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Facts & Figures
Key Corporate P&G Executives - Functional Leaders
Richard L. Antoine G. Gilbert Cloyd Clayton C. Daley, Jr. R. Keith Harrison, Jr.
Global Human Resources Chief Technology Officer Chief Financial Officer Global Product Supply
Officer Officer
James J. Johnson Charlotte R. Otto James R. Stengel
Chief Legal Officer and Global External Global Marketing Officer
Secretary of the Company Relations Officer
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Overview of Procter & Gamble
o P&G History
o Facts & Figures
o Purpose, Values & Principles
o Company Structure
o R&D Innovation
o Careers
o Q&A
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Purpose, Values & Principles
For 167 years, P&G's Purpose, Values and Principles (PVP) have been guiding the
way we do business. Since the beginning, we've conducted our business focused on
personal and professional ethics and principle-based management.
The core of our PVP is personal integrity, respect for the individual and doing
what is right long term.
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Purpose, Values and Principles
Our Purpose
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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Purpose, Values and Principles
Our Values
P&G is its people and the values by which we live:
o Leadership
o Ownership
o Integrity
o Passion for Winning
o Trust
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Purpose, Values and Principles
Our Principles
o We show respect for all individuals
o The interest of the company and the individual are inseparable
o Innovation is the cornerstone of our success
o We are externally focused
o We value personal mastery
o We seek to be the best
o Mutual interdependency is a way of life
o We are strategically focused in our work
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Overview of Procter & Gamble
o P&G History
o Facts & Figures
o Purpose, Values & Principles
o Company Structure
o R&D Innovation
o Careers
o Q&A
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Company Structure
Four Pillars
GBU global business units
Build major global brands with robust business strategies
MDO market development organization
Build local understanding as a foundation for marketing campaigns.
GBS global business services
Provide business technology and services that drive business success.
CF corporate functions
Work to maintain our place as a leader of our industries.
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Company Structure
Global Business Units
Philosophy: Think Globally
General Role: Create strong brand equities, robust strategies and ongoing
innovation in products and marketing to build major global brands.
Business Units:
Global Beauty -
Cosmetics, Deodorant, Feminine Care, Fine Fragrances, Hair Care, Hair
Colorants, Personal Cleansing, Professional Hair Care, Skin Care
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Company Structure
Global Business Units
Philosophy: Think Globally
General Role: Create strong brand equities, robust strategies and ongoing
innovation in products and marketing to build major global brands.
Business Units:
Global Household Care -
Coffee, Commercial Products Group, Fabric Care, Home Care, Snacks
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Company Structure
Global Business Units
Philosophy: Think Globally
General Role: Create strong brand equities, robust strategies and ongoing
innovation in products and marketing to build major global brands.
Business Units:
Global Family Health -
Baby Care, Family Care, Oral Care, Personal Health Care, Pet Health and
Nutrition, Pharmaceuticals
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Company Structure
Market Development Organizations (MDOs)
Philosophy: Act Locally
General Role: Interface with customers to ensure marketing plans fully
capitalize on local understanding, to seek synergy across programs to leverage
Corporate scale, and to develop strong programs that change the game in our
favor at point of purchase.
North America
Latin America
Western Europe
Central and Eastern Europe, Middle East and Africa
Greater China
North East Asia
Australasia, ASEAN, India
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Company Structure
Global Business Services
Philosophy: Enabling P&G to win with Customers and Consumers
General Role: Provide services and solutions that enable the company to operate
efficiently around the world, collaborate effectively with business partners,
and help employees become more productive.
GBS Centers:
o GBS Americas located in Costa Rica
o GBS Asia located in Manila
o GBS Europe, Middle East & Africa located in Newcastle
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Company Structure
Corporate Functions (CF)
Philosophy: Be the Smartest/Best
General Role: Ensure that the functional capability integrated into the rest of
the company remains on the cutting edge of the industry. We want to be the
thought leader within each CF.
Corporate Functions:
o Customer Business Development
o External Relations
o Finance & Accounting
o Human Resources
o Information Technology
o Legal
o Marketing
o Consumer & Market Knowledge
o Product Supply
o Research & Development
o Workplace Services
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Company Structure
Example: Pantene roll-out in US and Latin America
Global Business Market Development Global Business Corporate Functions
Who Units (GBUs) Organizations (MDOs) Services (GBS) (CF)
What Define the equity/what Ensure Pantene excels Provides support - Support areas are
a brand stands for in their region. Same GBS Center in Costa determined by
(e.g. Pantene gives brand equity, but Rica serves both the business teams. CF
you healthy, shiny different executions U.S. and Latin America. interacts as a
hair) by region. consulting group,
ready to provide
A Pantene team within service if called
the Beauty Care GBU upon.
builds on the equity.
How o Product initiatives/ Executions might vary: Services include: Services focus on:
upgrades o U.S. might want large o Accounting o Ensuring each function
o Marketing campaign size packaging for o Employee benefits is capitalizing on the
communicating the Club Stores and payroll latest thinking or
same fundamental o Latin America might o Order management methodologies for each
benefit worldwide want the smallest and product logistics discipline
o Manufacturing product possible package o Systems operations
against global formula
& package specs
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Overview of Procter & Gamble
o P&G History
o Facts & Figures
o Purpose, Values & Principles
o Company Structure
o R&D Innovation
o Careers
o Q&A
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R&D Innovation
P&G is an Innovation Leader
o $1.8 billion in R&D annually
o In the top 20 for R&D expenditure
o 28,000 patents worldwide
o One of the largest trademark holders in the world
o Extensive know-how across multiple categories
o 7,500 R&D resources, 1,200 PhDs
o Recent product innovations include: Mr. Clean Auto Dry, Pampers Feel 'n Learn,
Iams Savory Sauce, Pantene Color Expressions, Pampers Kandoo
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R&D Innovation
Defining Innovation
Innovation is the blend of "what's needed" and "what's possible"
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R&D Innovation
What's Needed
Starts with deep consumer
understanding
o Consumer-centric research methods
both qualitative and quantitative
o Define target consumers
o Understand them demographically
and psycho-graphically to get
to their true unarticulated needs
and desires
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R&D Innovation
What's Possible
Product Innovation
o Satisfies the unmet need
o Recasts the category
Cost Innovation
o Not just cost savings
o Provide a better brand experience at a lower delivered cost structure
than what your competitor can do
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R&D Innovation
Connect + Develop
What is "Connect + Develop?"
Making the best use of both internal and external ideas
o Connect across business units to facilitate innovation
o Optimize value of P&G's IP through sale, license, alternate means of
commercialization
o Access external capabilities, products, technologies and business
opportunities
o Recent Connect + Develop products include Mr. Clean Magic Eraser,
Olay Regenerist, Swiffer Duster, Glad Press 'n Seal, Crest Spin Brush
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Overview of Procter & Gamble
o P&G History
o Facts & Figures
o Purpose, Values & Principles
o Company Structure
o R&D Innovation
o Careers
o Q&A
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Careers
Employee Development
"If you leave us our money, our buildings, and our brands, but take away our
people, the company will fail. But if you take away our money, our buildings,
and our brands but leave us all our people we can rebuild the whole thing in a
decade."
Richard R. Deupree
P&G's Chief Executive from 1930-1948
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Careers
Career Functions
o Administrative-General o Marketing
o Consumer & Market Knowledge o Purchases
o Customer Business Development o Research & Development
o Customer Services/ Integrated Logistics o Workplace Services/ Corporate
o Engineering o Facilities
o External Relations o Plant Technician
o Finance & Accounting
o Management
o Human Resources
o Information Technology
o Intellectual Property/Legal
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Careers
"Build From Within" Philosophy
o As a result of this build from within philosophy, great emphasis is
placed on training.
o P&G is considered a development company because managers train their
replacements every day, through on-the-job, formal classroom and
web-based training
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Careers
"Build From Within" Philosophy
o Each career is in the hands of the employee, with challenging responsibilities
from the beginning.
o There is an equal opportunity to succeed.
o The "individual" approach helps to make the best use of skills, personality
and diverse backgrounds for future success.
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Careers
P&G Success Drivers
P&G Believes
Having P&G people at their best is so important to us we embarked on extensive
research to understand what P&G people do when they're at their best.
We looked at the characteristics that have historically driven P&G growth. We
looked outside the company, at what other best-in-class companies do to stay in
the lead.
We distilled all that we learned into three basic ideas that describe the
competitive advantage of P&G people.
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Careers
P&G Success Drivers
The Power of P&G Minds
This is our ability, grounded in genuine respect for P&G competitors, to
out-think, out-invent and out-play the best competitors over time for the
benefit of consumers.
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Careers
P&G Success Drivers
The Power of P&G People
This is the competitive advantage that our people and people systems create
when they work together. It's the power of one and value of all.
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Careers
P&G Success Drivers
The Power of P&G Agility
This is our ability to be fast, flexible, responsive and versatile in a complex
and rapidly changing business environment.
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Overview of Procter & Gamble
o P&G History
o Facts & Figures
o Purpose, Values & Principles
o Company Structure
o R&D Innovation
o Careers
o Q&A
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Questions?
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Resources
Please visit the P&G website to learn more about:
P&G's Purpose, Values & Principles
http://www.pg.com/jobs/company_culture/purpose.jhtml
Success Drivers
http://www.pg.com/jobs/recruitblue/succeeding.jhtml
Research & Development
http://www.pg.com/science/index.jhtml
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Touching lives, improving life. P&G
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FORWARD-LOOKING STATEMENTS
This
document includes “forward-looking statements” within the meaning
of the “safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified
by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and
other similar expressions that predict or indicate future events or trends
or that are not statements of historical matters. Investors are cautioned
that such forward-looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the businesses of
The Gillette Company (“Gillette”), The Procter & Gamble Company
(“P&G”) and the combined company after completion of the proposed
transaction are based on current expectations that are subject to risks and
uncertainties. A number of factors could cause actual results or outcomes
to differ materially from those indicated by such forward-looking statements.
These factors include, but are not limited to, the following risks and uncertainties:
those set forth in Gillette’s and P&G’s filings with the Securities
and Exchange Commission (“SEC”), the failure to obtain and retain
expected synergies from the proposed transaction, failure of Gillette and
P&G stockholders to approve the transaction, delays in obtaining, or
adverse conditions contained in, any required regulatory approvals, failure
to consummate or delay in consummating the transaction for other reasons,
changes in laws or regulations and other similar factors. Readers are referred
to Gillette’s and P&G’s most recent reports filed with the
SEC. Gillette and P&G are under no obligation to (and expressly disclaim
any such obligation to) update or alter their forward-looking statements
whether as a result of new information, future events or otherwise.
Additional Information and Where
to Find It
This
filing may be deemed to be solicitation material in respect of the proposed
merger of Gillette and P&G. On May 27, 2005, Gillette filed with the
SEC a definitive proxy statement on Schedule 14A, including the definitive
joint proxy statement/prospectus constituting a part thereof. SHAREHOLDERS
OF GILLETTE AND SHAREHOLDERS OF P&G ARE URGED TO READ THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, AS THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. The final joint proxy statement/prospectus will be
mailed to shareholders of Gillette and shareholders of P&G. Investors
and security holders may obtain a free copy of the disclosure documents and
other documents filed by Gillette and P&G with the Commission at the
Commission’s website at www.sec.gov,
from The Gillette Company, Prudential Tower, Boston, Massachusetts, 02199-8004,
Attention: Office of the Secretary, or from The Procter & Gamble Company,
Investor Relations, P.O. Box 599, Cincinnati, OH 45201-0599.
Participants in the Solicitation
Gillette,
P&G and their respective directors and executive officers and other members
of management and employees may be deemed to be participants in the solicitation
of proxies from their respective shareholders in respect of the proposed
transactions. Information regarding Gillette’s directors and executive
officers is available in Gillette’s proxy statement for its 2005 annual
meeting of shareholders, which was filed with the SEC on March 30, 2005,
and information regarding P&G’s directors and executive officers
is available in P&G’s proxy statement for its 2004 annual meeting
of shareholders, which was filed with the SEC on August 27, 2004. Additional
information regarding the interests of such potential participants are included
in the joint proxy statement/prospectus and the other relevant documents
filed with the SEC when they become available.