-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UXrlykWfXcMfwOjpCIVM9IyJ4CCrRXWo/qRIbPkvIIG7HncHec3Ggh42uvusK8Rg r2Bn+YLFot8xEmrYBeFZWQ== 0000080424-03-000052.txt : 20030626 0000080424-03-000052.hdr.sgml : 20030626 20030626134523 ACCESSION NUMBER: 0000080424-03-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030626 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROCTER & GAMBLE CO CENTRAL INDEX KEY: 0000080424 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 310411980 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00434 FILM NUMBER: 03758251 BUSINESS ADDRESS: STREET 1: ONE PROCTER & GAMBLE PLZ CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5139831100 8-K 1 wl0626cv.txt 8-K - WELLA TENDER OFFER FINAL RESULTS 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) June 26, 2003 THE PROCTER & GAMBLE COMPANY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 1-434 31-0411980 - -------------------------------------------------------------------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation) Number) One Procter & Gamble Plaza, Cincinnati, Ohio 45202 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (513) 983-1100 --------------------------- ITEM 9. REGULATION FD DISCLOSURE On June 26, 2003, The Procter & Gamble Company (the "Company") issued a news release announcing the Wella tender offer final results. The Company is filing this 8-K pursuant to Regulation FD. 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/LINDA D. ROHRER ------------------------------------ Linda D. Rohrer, Assistant Secretary June 26, 2003 Exhibit 99. News Release by The Procter & Gamble Company dated June 26, 2003. EX-99 3 welfinal.txt NEWS RELEASE - WELLA TENDER OFFER FINAL RESULTS FOR IMMEDIATE RELEASE --------------------- PROCTER & GAMBLE ANNOUNCES WELLA TENDER OFFER FINAL RESULTS ----------------------------------------------------------- CINCINNATI, USA, and SCHWALBACH, Germany, June 26, 2003 -- The Procter & Gamble Germany Management GmbH (P&G), a wholly owned subsidiary of The Procter & Gamble Company (Procter & Gamble) (NYSE:PG), today announced the final results from the tender offer for Wella AG shares. The additional acceptance period, required by German law, expired at midnight (Central European Summer Time) on Friday June 20, 2003. 9,053,768 voting and 10,167,531 preference shares of Wella AG (FSE:WAD) were tendered. This represents 20.51% and 43.49%, respectively, of each class of shares, or a total of 28.47% of the registered share capital. The tendered shares combined with the controlling interest that P&G secured through its share purchase agreement with the majority shareholders will bring P&G's total ownership of Wella AG to 79.17% of the total registered share capital and about 84.9% of the value of the outstanding shares. The value percentage is based on the tender offer prices, and excludes the treasury shares held by Wella AG. Now that the acceptance period is closed, only the appropriate regulatory approvals are needed for P&G to acquire the shares and to begin working with Wella management to devise and implement a joint business plan. Commenting on the close of the acceptance period, Procter & Gamble's Chief Financial Officer, Clayt Daley, said, "We are quite satisfied with the success of the tender offer. We look forward to continuing our work with Wella management and pressing ahead with our business objectives as laid out in the offer document." On March 17, 2003, P&G signed an agreement to purchase 77.57% of the voting shares in Wella AG from its majority shareholders. On March 18, 2003, P&G announced its decision to launch a tender offer to all shareholders of Wella. The deal is subject to normal regulatory review and government approvals in various markets including the European Union and the United States of America. ABOUT WELLA - ----------- Founded in 1880, Wella is a leading beauty care company selling its products in more than 150 countries. The company's three divisions include professional hair care, retail hair care, and cosmetics and fragrances. Some of its well-known brands include Wella(R), Koleston(R), Sebastian(R), Graham Webb(R) and High Hair(R) professional hair care lines; Wellaflex(R), ShockWaves(R), Ultra Sheen(R), and Vivality(R) consumer retail hair care products; Gucci(R), Rochas(R), Escada(R) and Montblanc(R) fragrances. For more information, please visit the website at WWW.WELLA.COM. ABOUT P&G - --------- P&G markets a range of well-known beauty and health care brands including: Pantene(R), Head & Shoulders(R), Olay(R), Clairol Nice`n Easy(R), Herbal Essences(R), Cover Girl(R), Max Factor(R), Noxzema(R), Old Spice(R), Hugo Boss(R), Crest(R), Vicks(R), Actonel(R), PUR(R) and more. P&G employs nearly 102,000 people in more than 80 countries. For more information please visit the website at WWW.PG.COM. ALL STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACT INCLUDED IN THIS NEWS RELEASE, ARE FORWARD-LOOKING STATEMENTS, AS THAT TERM IS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. IN ADDITION TO THE RISKS AND UNCERTAINTIES NOTED IN THIS NEWS RELEASE, THERE ARE CERTAIN FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE ANTICIPATED BY SOME OF THE STATEMENTS MADE. THESE INCLUDE: (1) THE ACHIEVEMENT OF EXPECTED SAVINGS ASSOCIATED WITH THE POTENTIAL INTEGRATION OF WELLA AG'S ORGANIZATION STRUCTURE INTO P&G; (2) THE ABILITY TO ACHIEVE BUSINESS PLANS, INCLUDING GROWING VOLUME PROFITABLY, DESPITE HIGH LEVELS OF COMPETITIVE ACTIVITY, ESPECIALLY WITH RESPECT TO THE PRODUCT CATEGORIES AND GEOGRAPHICAL MARKETS IN WHICH THE COMPANY HAS CHOSEN TO FOCUS; (3) THE ABILITY TO MANAGE AND MAINTAIN KEY CUSTOMER RELATIONSHIPS; (4) THE ACHIEVEMENT OF GROWTH IN SIGNIFICANT DEVELOPING MARKETS SUCH AS CHINA, TURKEY, MEXICO, THE SOUTHERN CONE OF LATIN AMERICA, THE COUNTRIES OF CENTRAL AND EASTERN EUROPE AND THE COUNTRIES OF SOUTHEAST ASIA; (5) THE ABILITY TO SUCCESSFULLY MANAGE REGULATORY, TAX AND LEGAL MATTERS, INCLUDING RESOLUTION OF PENDING MATTERS WITHIN CURRENT ESTIMATES; (6) THE ABILITY TO SUCCESSFULLY IMPLEMENT, ACHIEVE AND SUSTAIN COST IMPROVEMENT PLANS IN MANUFACTURING AND OVERHEAD AREAS; (7) THE ABILITY TO SUCCESSFULLY MANAGE CURRENCY (INCLUDING CURRENCY ISSUES IN LATIN AMERICA), INTEREST RATE AND CERTAIN COMMODITY COST EXPOSURES; (8) THE ABILITY TO MANAGE THE CONTINUED POLITICAL AND/OR ECONOMIC UNCERTAINTY IN LATIN AMERICA (INCLUDING VENEZUELA) AND WAR IN THE MIDDLE EAST, AS WELL AS ANY POLITICAL AND/OR ECONOMIC UNCERTAINTY DUE TO TERRORIST ACTIVITIES OR WAR (INCLUDING KOREA); AND (9) THE SUCCESSFUL ACQUISITION, TRANSITION, INTEGRATION, AND OPERATION OF THE WELLA BUSINESS. IF THE COMPANY'S ASSUMPTIONS AND ESTIMATES ARE INCORRECT OR DO NOT COME TO FRUITION, OR IF THE COMPANY DOES NOT ACHIEVE ALL OF THESE KEY FACTORS, THEN THE COMPANY'S ACTUAL RESULTS MIGHT DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS MADE HEREIN. # # # MEDIA RELATIONS CONTACT: - ----------------------- P&G Corporate Media Center In the U.S.: 1.866.PROCTER or 1.866.776.2837 International: +1-513-945-9087 P&G INVESTOR RELATIONS CONTACT: - ------------------------------ John Goodwin, 513-983-2414 -----END PRIVACY-ENHANCED MESSAGE-----