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) November 16, 2001
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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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 15, 2001, The Procter & Gamble Company ("P&G") completed the
purchase of the Clairol hair care business of Bristol-Byers Squibb ("BMS") for
$4.95 billion in cash. The Clairol acquisition includes the acquisition of
Clairol's hair colorant brands, including Nice 'n Easy, Natural Instincts, Miss
Clairol and Hydrience, and Clairol's hair care brands, including Herbal
Essences, Aussie and Infusium. This acquisition included the purchase of all of
the capital stock of Clairol, Inc. held by BMS and additional assets used by BMS
in the worldwide Clairol business. P&G intends to use such assets for the same
purpose following the acquisition.
The purchase price of $4.95 billion was determined by arm's length
negotiations between P&G and BMS. The acquisition was financed with
approximately $500 million in current cash and $4.5 billion in debt raised by
the issuance of commercial paper immediately prior to the closing of the
transaction.
The Stock and Asset Purchase Agreement dated May 20, 2001 between P&G and
BMS was filed as Exhibit 2-1 to P&G's Annual Report on Form 10-K for the fiscal
year ended June 30, 2001, and is incorporated herein by reference. The press
release announcing the completion of the acquisition is attached hereto as
Exhibit 99-1.
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
TERRY L. OVERBEY
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Terry L. Overbey, Secretary
November 16, 2001
Exhibit
1. The Procter & Gamble Company press release dated November 16, 2001.