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Galvin upset over 'glaring omissions' in data from Gillette about P&G deal

Mass. official wants details on job cuts and executive pay

Massachusetts Secretary of State William F. Galvin said yesterday that there were ''glaring omissions" in the information he received from Gillette Co. about its proposed $57 billion acquisition by Procter & Gamble Co.

Shortly after P&G said last month that it would buy the Boston razor-blade giant, Galvin launched an inquiry to determine whether the proposed merger was in the best interest of Gillette shareholders. As part of that inquiry, he asked Gillette to provide him by yesterday with documents about the merger, details about the compensation packages of Gillette's top executives, and any information about how layoffs would affect Gillette's Massachusetts workforce of 4,000.

While Gillette did provide minutes from meetings at which the acquisition was discussed and expert opinions on whether a merger makes sense, Galvin said he was dissatisfied with details about executive compensation and workforce reduction.

''There are some glaring omissions in what we asked for," Galvin said. ''We intend to pursue this matter further."

A Gillette spokesman said that in meeting Galvin's deadline, the company had given him the best information it had available.

''We look forward to discussing our responses with Secretary Galvin to make certain he has the information needed," said the spokesman, Eric Kraus.

Kraus said the company provided Galvin with the employment agreement of Gillette chairman and chief executive James M. Kilts and other top officers as well as charts showing the total number of stock shares, options, and stock equivalents held by each officer.

Kilts's compensation has set off a heated debate about whether Gillette was put up for sale for sound business reasons, or whether Kilts was influenced by the prospect of a big payday. An analysis conducted for The Boston Globe by the Wilson Group, executive compensation specialists in Concord, pegged the value of Kilts's payment at $173 million.

As for information about workforce reductions, Kraus said, ''There have been no decisions made about any job cuts at this time."

P&G, the Cincinnati consumer products company, and Gillette have said they expect cuts of 4 percent, or 6,000 jobs, from the combined workforces.

''Specific information about jobs affected in Massachusetts will not be available until the merger transaction is completed, which is expected to take four to nine months," added Kraus.

At a meeting last week with Gillette employees, P&G chairman and chief executive A. G. Lafley acknowledged that many jobs would be cut at Gillette's corporate headquarters in Boston's Prudential Tower.

After receiving Gillette's information late yesterday afternoon, Galvin said his office called the company to say that its response was inadequate. Once his office has fully reviewed the documents it has received, it will send a letter to Gillette formally requesting additional information, Galvin said.

''We're still at the preliminary stage of review," Galvin said.

If approved by regulators, the P&G and Gillette merger would create the world's biggest consumer products conglomerate, bringing together P&G's Tide detergent, Crest toothpaste, and Pampers diapers with Gillette's Mach3 razors, Oral-B toothbrushes, and Duracell batteries.

Chris Reidy can be reached at reidy@globe.com.

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