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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October
27, 2006
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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
1.01
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Entry
into a Material Definitive
Agreement
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On
October 25, 2006, Procter & Gamble International Funding
S.C.A. (“P&G International Funding”), a wholly owned indirect subsidiary of
The Procter & Gamble Company (the “Company”), initiated a commercial paper
program under which it may from time to time issue short-term unsecured notes
with maturities up to 397 days in an aggregate amount not to exceed $10 billion
(the “Program”). Initial proceeds from the Program will be used to repay a
portion of the debt associated with the previously announced $24 billion
credit
facility entered on July 27, 2005. The Company has provided an irrevocable
and
unconditional guarantee for notes issued as part of the Program.
On
October 23, 2006, P&G International Funding and the Company
entered into (i) an Issuing and Paying Agent Agreement with Citibank, N.A.
to
facilitate the Program and (ii) Commercial Paper Dealer Agreements with each
of
Goldman, Sachs & Co., J.P. Morgan Securities Inc., Merrill Lynch Money
Markets Inc. (for notes with maturities up to 270 days), Merrill Lynch, Pierce,
Fenner & Smith Incorporated (for notes with maturities from 270 to 397
days), and The Williams Capital Group, L.P, under which each of these banks
may
act as dealer of the commercial paper issued under the Program.
From
time to time, one or more of these banks and/or their
affiliates have provided, and may in the future provide, investment banking
services to the Company and its subsidiaries or may act as lenders or members
of
a syndicate of lenders to the Company and its subsidiaries.
The
notes have not been and will not be registered under the
Securities Act or state securities laws, and may not be offered or sold in
the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable state laws.
The
information contained in this Current Report on Form 8-K is neither an offer
to
sell nor a solicitation of an offer to buy any securities.
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Item
2.03
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Creation
of a Direct Financial Obligation or an
Obligation under an Off−Balance Sheet Arrangement of a
Registrant
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The
information disclosed above under Item 1.01 is 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 | ||
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| Date: October 27, 2006 | By: | /s/ STEVEN W. JEMISON |
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| Title: Deputy General Counsel | ||