This is not too bad

	To print: Select File and Then Print in your browser pull-down menus. Back to story  Gillette CEO, other officers to get $460.4 mln in P&G deal By MarketWatch Last Update: 5:41 PM ET May 11, 2005   WASHINGTON (MarketWatch) -- Gillette Co.'s (G) top executive and other company officials stand to receive $460.4 million in severance and other benefits in connection with the razor maker's proposed acquisition by Procter & Gamble Co. (PG), according to a regulatory filing. The filing didn't specify how much of the total will go to Gillette Chief Executive James Kilts. The CEO's pay package tied to the acquisition has become the subject of intense interest, and has attracted the attention of Massachusetts Secretary of State William Galvin, whose securities division is examining the proposed deal. The Wall Street Journal, using an actuary and an excise-tax expert, earlier this year came up with an estimated figure of $185 million for Kilts' pay package in connection with the Procter & Gamble deal. Other news outlets have cited similar figures. The filing released late Tuesday by the Securities and Exchange Commission specified that $284.5 million of the expected severance and change-in-control benefits will go to Kilts and Gillette's other four highest-paid executives. Other Gillette officers will receive about $175.9 million, the filing said. Procter & Gamble announced in January a $57 billion deal to combine the two consumer products companies. The proposed deal, which must receive regulatory clearance and shareholder approval, is the largest acquisition in Procter & Gamble's history. Galvin is investigating Kilts' pay package as well as whether the deal undervalues Boston-based Gillette. Also in the amended registration statement filed with the SEC, additional information was included about the process of reaching a price for the merger. Prior SEC filings have disclosed that the deal was in jeopardy as late as mid-January because of Gillette's dissatisfaction with Procter & Gamble's proposed offers. According to the document, last November, Gillette CEO Kilts reached out to Procter & Gamble Chief Executive Alan Lafley to propose a business combination. At the time, Lafley asked whether Kilts had a specific purchase price in mind for Gillette. Kilts didn't give a figure, according to the account of the November phone call, but indicated he wasn't expecting a price above $60 a share or below $50. Lafley took that to mean Gillette expected an acquisition offer at about $55 a share, the filing said. This particular detail wasn't included in prior accounts of the merger negotiations included in SEC filings. However, prior filings have said that Procter & Gamble submitted its initial offer, which valued Gillette at $50 a share, with the understanding that Gillette wanted a $55-a-share price. The deal reached in January valued Gillette at $53.94 a share at the time. The company's shares traded Wednesday afternoon at $52.67 each, up 32 cents. Pior SEC filings have disclosed Procter & Gamble's initial offer prompted Gillette to call off merger talks because of its unhappiness with the price. Gillette pushed to swap its stock on a one-for-one basis for Procter & Gamble shares, but eventually agreed to a 0.975-share exchange ratio.

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