8-K 1 deal8kcv.txt 8-K - GILLETTE COMPLETION OF ACQUISTION 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 -------------------------------------------------------------------------------- (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 -------------- [ ] 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 ------------------------------------- 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