SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) October 4, 2005
THE PROCTER & GAMBLE COMPANY
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(Exact name of registrant as specified in its charter)
Ohio 1-434 31-0411980
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 983-1100
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[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OF ASSETS
On October 1, 2005, The Procter & Gamble Company's (the "Company")
previously announced acquisition of The Gillette Company ("Gillette") became
effective. Pursuant to the terms of the Agreement and Plan of Merger signed on
January 27, 2005, Aquarium Acquisition Corp., a direct wholly-owned subsidiary
of the Company, merged with and into Gillette, with Gillette continuing as the
surviving corporation and a wholly-owned subsidiary of The Procter & Gamble
Company.
Gillette is the market leader in nearly a dozen global product categories
including blades and razors, oral care and alkaline batteries. Following the
closing of the transaction, the Company began the exchange of 0.975 shares of
the Company common stock for each share of The Gillette Company. Under the
purchase method of accounting, the total consideration will be approximately $54
billion, determined using the average Company stock prices two days before and
ending two days after January 28, 2005, the date the acquisition was announced.
Unaudited Pro Forma Condensed Combined Financial Statements are attached
hereto at Exhibit 99.1 and incorporate herein by reference.
ITEM 8.01 OTHER EVENTS
For reference, The Procter & Gamble Company has also prepared unaudited
Pro Forma Segment Financial Information coverning the Gillette global business
unit. This Pro Forma is attached hereto a Exhibit 99.3 and incorporated herein
by reference.
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 PROCTER & GAMBLE COMPANY
/S/ STEVEN W. JEMISON
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Steven W. Jemison, Secretary and
Associate General Counsel
October 4, 2005
EXHIBITS
Exhibit 99.1 Unaudited Pro Forma Condensed Combined Financial Statements
Exhibit 99.2 KPMG LLP Consent
Exhibit 99.3 Unaudited Pro Forma Segment Financial Information Concerning
the Gillette Global Business Unit