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
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Date
of Report (Date of earliest event reported)
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May
7, 2009
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THE
PROCTER & GAMBLE COMPANY
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(Exact
name of registrant as specified in its
charter)
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Ohio
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1-434
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31-0411980
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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One
Procter & Gamble Plaza, Cincinnati, Ohio
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45202
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(Address
of principal executive offices)
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Zip
Code
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(513)
983-1100
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45202
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(Registrant's
telephone number, including area code)
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Zip
Code
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17
CFR 240.13e-4(c))
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Item 8.01
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Other
Events.
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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.
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Item 9.01
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Financial Statements and
Exhibits.
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(d) The
following exhibits are being filed with this Current Report on Form
8-K.
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Exhibit
Number
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Description
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(5)(a)
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Opinion
of Susan S. Whaley, Esq., Associate General Counsel of the
Company.
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(5)(b)
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Opinion
of Arendt & Medernach, Luxembourg counsel for the Company and
PGIF.
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(5)(c)
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Opinion
of Fried, Frank, Harris, Shriver & Jacobson LLP, which is referred to
in the opinion filed as Exhibit (5)(a).
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(23)(a)
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Consent
of Susan S. Whaley, Esq. is contained in her opinion filed as Exhibit
(5)(a).
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(23)(b)
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Consent
of Arendt & Medernach is contained in their opinion filed as Exhibit
(5)(b).
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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.
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THE PROCTER & GAMBLE
COMPANY
BY:
/S/ E.J.
WUNSCH
E.J. Wunsch
Assistant Secretary
May 7, 2009
EXHIBIT
INDEX
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Exhibit
Number
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Description
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(5)(a)
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Opinion
of Susan S. Whaley, Esq., Associate General Counsel of the
Company.
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(5)(b)
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Opinion
of Arendt & Medernach, Luxembourg counsel for the Company and
PGIF.
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(5)(c)
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Opinion
of Fried, Frank, Harris, Shriver & Jacobson LLP, which is referred to
in the opinion filed as Exhibit (5)(a).
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(23)(a)
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Consent
of Susan S. Whaley, Esq., is contained in her opinion filed as Exhibit
(5)(a).
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(23)(b)
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Consent
of Arendt & Medernach, is contained in their opinion filed as Exhibit
(5)(b).
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