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) January 19, 2006
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 4.01 CHANGE IN CERTIFYING ACCOUNTANT FOR CERTAIN GILLETTE PLANS
Effective January 19, 2006, Plante & Moran PLLC ("Plante & Moran") was engaged
as the new independent registered public accounting firm for The Gillette
Company Global Employee Stock Ownership Plan and The Gillette Company Employees'
Savings Plan (the "Gillette Plans"), which file Annual Reports on Form 11-K
pursuant to Section 15(d) of the Securities Act of 1934.
Previously, KPMG LLP ("KPMG") served as the independent registered public
accounting firm for the Gillette Plans. On January 19, 2006, KPMG declined to
stand for reelection in connection with an audit of the Gillette Plans starting
with the annual audit of such plans for the fiscal year ended December 31, 2005.
This change follows the merger between The Procter & Gamble Company (the
"Company") and The Gillette Company.
The Procter & Gamble Master Savings Plan Committee for The Gillette Company
Employees' Savings Plan and the Gillette Employee Stock Ownership Plan Committee
for The Gillette Company Global Employee Stock Ownership Plan each approved the
appointment of Plante & Moran as the new independent registered public
accounting firm to replace KPMG. Neither the Board of Directors of the Company
nor its Audit Committee was involved in this decision as it does not change the
principal independent registered public accounting firm responsible for auditing
the financial statements of The Procter & Gamble Company.
In connection with the audits of the Gillette Plans for the two fiscal years
ended December 31, 2004, and the subsequent interim period through January 19,
2006, there were no disagreements with KPMG concerning accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused them
to make reference in connection with their opinion to the subject matter of the
disagreement. The Company is not aware of any "reportable events," as defined in
Item 304(a)(1)(v) of Regulation S-K, during the two fiscal years ended December
31, 2004 in connection with the Gillette Plans. The audit reports of KPMG
contained in the Annual Report on Form 11-K filed in connection with the
Gillette Plans for the years ended December 31, 2004 and 2003 did not contain
any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles. The Company
has requested that KPMG furnish it with a letter addressed to the United States
Securities and Exchange Commission stating whether or not it agrees with the
statements in this paragraph. A copy of such letter dated January 19, 2006, is
attached hereto as Exhibit 99.
During the fiscal years ended December 31, 2004 and 2003, neither the Company,
The Gillette Company Employees' Savings Plan, nor The Gillette Company Global
Employee Stock Ownership Plan consulted with Plante & Moran regarding either (i)
the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements or on those of the Gillette Plans, and
neither a written report was provided to the Company or the Gillette Plans nor
oral advice was provided that Plante & Moran concluded was an important factor
considered by the Company or the Gillette Plans in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any manner that was
either the subject of a disagreement, as that term is defined in Item
304(a)(1)(v) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
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
January 19, 2006
EXHIBITS
99. KPMG Letter dated January 19, 2006