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<SEC-DOCUMENT>0000080424-03-000023.txt : 20030509
<SEC-HEADER>0000080424-03-000023.hdr.sgml : 20030509
<ACCEPTANCE-DATETIME>20030509151707
ACCESSION NUMBER:		0000080424-03-000023
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030509
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20030509

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PROCTER & GAMBLE CO
		CENTRAL INDEX KEY:			0000080424
		STANDARD INDUSTRIAL CLASSIFICATION:	SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840]
		IRS NUMBER:				310411980
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-00434
		FILM NUMBER:		03690268

	BUSINESS ADDRESS:	
		STREET 1:		ONE PROCTER & GAMBLE PLZ
		CITY:			CINCINNATI
		STATE:			OH
		ZIP:			45202
		BUSINESS PHONE:		5139831100
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>wel05cvr.txt
<DESCRIPTION>WELLA NEWS RELEASE - ACCEPT OFFER
<TEXT>
                       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 9, 2003


                          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
                                                     ---------------------------


ITEM 9.  REGULATION FD DISCLOSURE

         On May 9, 2003, The Procter & Gamble Company (the "Company") issued a
news release with respect to the Wella Management Board's acceptance of the
Company's offer for ordinary and voting shares. The Company is filing this 8-K
pursuant to Regulation FD.



                                    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/SHARON E. ABRAMS
                                       ------------------------------------
                                       Sharon E. Abrams, Secretary
                                       May 9, 2003




                                     Exhibit

99.  News Release by The Procter & Gamble Company dated May 9, 2003.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>wel05rel.txt
<DESCRIPTION>WELLA PRESS RELEASE - ACCEPT OFFER
<TEXT>

                                                           FOR IMMEDIATE RELEASE
                                                           ---------------------

                PROCTER & GAMBLE WELCOMES ACCEPTANCE OF OFFER FOR
              ORDINARY AND VOTING SHARES BY WELLA MANAGEMENT BOARD
              ----------------------------------------------------


         CINCINNATI, May 9, 2003 - The Procter & Gamble Company (NYSE: PG) said
today that it welcomes the positive response from Wella's Management Board to
the tender offer that P&G announced on April 28, 2003. The Management Board of
Wella today published its response to P&G's public offer as required by Section
27 of the German takeover law.

         In Wella's response statement, it confirms that P&G's offer is legally
sound, and that it is fair for both ordinary and preference shareholders.
Additionally, Wella's statement says, "the members of the management board
intend to accept the tender offer with regard to the Wella ordinary shares and
Wella preference shares held by them."

         With regard to fairness of the offer, a "fairness opinion" was arrived
at by an outside third-party commissioned by Wella - Greenhill Investment Bank -
who applied various standard evaluation methods, which confirmed the fairness of
the offer.

         "Wella Management's acceptance of the offer provides additional
confirmation that our offer to Wella shareholders is adequate and fair," said
Bruce Byrnes, P&G's vice-chairman of the board and president-global beauty care
and global health care.  "P&G welcomes Wella Management's support."

         On March 18, 2003, P&G signed an agreement to purchase 77.6% of the
voting stock in Wella AG from its majority shareholders. On April 28, 2003, P&G
launched its tender offer of EUR 92.25 per share for the Wella voting shares,
and EUR 65 per share for Wella preference shares. The tender offer period will
run until May 28, 2003. An extended two-week acceptance period, as required by
German law, will likely start on June 6, 2003. This deal is subject to normal
regulatory review and government approvals in various markets including the
European Union and the United States of America.


                                                                    - More -
<PAGE>

         All statements, other than statements of historical fact included in
this news release, are forward-looking statements, as that term is defined in
the Private Securities Litigation reform Act of 1995. In addition to the risks
and uncertainties noted in this news release, there are certain factors that
could cause actual results to differ materially from those anticipated by some
of the statements made. These include: (1) the achievement of expected cost and
tax savings associated with changes in the Company's organization structure; (2)
the ability to achieve business plans, including growing volume profitably,
despite high levels of competitive activity, especially with respect to the
product categories and geographical markets in which the Company has chosen to
focus; (3) the ability to manage and maintain key customer relationships; (4)
the achievement of growth in significant developing markets such as China,
Turkey, Mexico, the Southern Cone of Latin America, the countries of Central and
Eastern Europe and the countries of Southeast Asia; (5) the ability to
successfully manage regulatory, tax and legal matters, including resolution of
pending matters within current estimates; (6) the ability to successfully
implement, achieve and sustain cost improvement plans in manufacturing and
overhead areas; (7) the ability to successfully manage currency (including
currency issues in Latin America), interest rate and certain commodity cost
exposures; (8) the ability to manage the continued political and/or economic
uncertainty in Latin America (including Venezuela) and war in the Middle East,
as well as any political and/or economic uncertainty due to terrorist activities
or war (including Korea); and (9) the successful acquisition, transition,
integration, and operation of the Wella business. If the Company's assumptions
and estimates are incorrect or do not come to fruition, or if the Company does
not achieve all of these key factors, then the Company's actual results might
differ materially from the forward-looking statements made herein.

ABOUT P&G
- ---------
Procter & Gamble markets a range of well-known beauty and health care brands
including: Pantene(R), Head & Shoulders(R), Olay(R), Clairol Nice`n Easy(R),
Herbal Essences(R), Cover Girl(R), Max Factor(R), Noxzema(R), Old Spice(R), Hugo
Boss(R), Crest(R), Vicks(R), Actonel(R), PUR(R) and more. Procter & Gamble
employs nearly 102,000 people in more than 80 countries. For more information
please visit the website at www.pg.com.

                                      # # #

MEDIA RELATIONS CONTACTS:
- ------------------------
Corporate Media Center:
         US Media call:                 1-866-PROCTER or 1-866-776-2837
         Media outside the U.S. call:  +1 (513) 945-9087

INVESTOR RELATIONS CONTACTS:
- ---------------------------
John Goodwin, 513-983-2414


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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