PROCTER & GAMBLE Co — Capital/Financing Update 2009

May 7, 2009

8-K 1 pgifbond.htm MAY 09 PGIF BOND DEAL pgifbond.htm Licensed to: tm8504 Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

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) May 7, 2009

| THE
PROCTER & GAMBLE COMPANY |
| --- |
| (Exact
name of registrant as specified in its
charter) |

Ohio	1-434	31-0411980
(State
or other jurisdiction of
incorporation)	(Commission
File Number)	(IRS
Employer Identification
Number)

| One
Procter & Gamble Plaza, Cincinnati, Ohio | 45202 |
| --- | --- |
| (Address
of principal executive offices) | Zip
Code |

| (513)
983-1100 | 45202 |
| --- | --- |
| (Registrant's
telephone number, including area code) | Zip
Code |

| ¨ | 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 8.01 Other Events.

On May 7, 2009, Procter & Gamble International Funding SCA (“PGIF”), a wholly owned finance subsidiary of The Procter & Gamble Company (the “Company”), closed an underwritten public offering of $2,000,000,000 aggregate principal amount of Floating Rate Notes due 2010 under the Company’s Registration Statement on Form S-3 (Registration No. 333-145938) (the “Registration Statement”), which are fully and unconditionally guaranteed by the Company. Legal opinions related to these notes and the guarantee are attached hereto as Exhibits (5)(a), (5)(b) and (5)(c) and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed with this Current Report on Form 8-K.

Exhibit Number	Description
(5)(a)	Opinion
of Susan S. Whaley, Esq., Associate General Counsel of the
Company.
(5)(b)	Opinion
of Arendt & Medernach, Luxembourg counsel for the Company and
PGIF.
(5)(c)	Opinion
of Fried, Frank, Harris, Shriver & Jacobson LLP, which is referred to
in the opinion filed as Exhibit (5)(a).
(23)(a)	Consent
of Susan S. Whaley, Esq. is contained in her opinion filed as Exhibit
(5)(a).
(23)(b)	Consent
of Arendt & Medernach is contained in their opinion filed as Exhibit
(5)(b).

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

BY: /S/ E.J. WUNSCH

E.J. Wunsch

Assistant Secretary

May 7, 2009

EXHIBIT INDEX

Exhibit Number Description

| (5)(a) | Opinion
of Susan S. Whaley, Esq., Associate General Counsel of the
Company. |
| --- | --- |
| (5)(b) | Opinion
of Arendt & Medernach, Luxembourg counsel for the Company and
PGIF. |
| (5)(c) | Opinion
of Fried, Frank, Harris, Shriver & Jacobson LLP, which is referred to
in the opinion filed as Exhibit (5)(a). |
| (23)(a) | Consent
of Susan S. Whaley, Esq., is contained in her opinion filed as Exhibit
(5)(a). |
| (23)(b) | Consent
of Arendt & Medernach, is contained in their opinion filed as Exhibit
(5)(b). |