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The Procter & Gamble Company E500,000,000

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The Procter & Gamble Company E500,000,000 http://www.oblible.com O.ffering Circular The Procter & Gamble Company E500,000,000 6.25% Notes due 2030 Issue price : 99.935 % Interest on the 6.25% Notes due 2030 (tl ie “Notes”) will be payable on 3l.d January of eacl year, commencing 31st January 2001 7 subject to any applicable laws and regulations. The Notes will matrtre on 31st January 2030 at par. Payments of principal of and interest on the Notes will he made wi(hout deduction of, or withholding for, or on account of certain United States withholding taxes except to the eatent described mlder “Description of the Notes - Redemption” and “Payment of Additional Amounts”. The Notes may be redeemed, in whole but not in part, at any time at a price, including accrued and unpaid interest, equal to the greater 0.6 100% of the principal amount of the Notes and that price at which the Gross Redemption Yield (as defined herein) on the Notes, if they were to be purchased at such price on the thircl dealing day prior to the publication of the notice of redemption, would be equal to the Gross Redemption Yield on such dealing clay of 6% T. reasury Stock 2025 or, if such stock is no longer in issue, of such other United Kingdom government stock selectecl as described herein. See ““Description of the Notes - Redemption - Optional Redemption”. In the event of certain developments involving United States withholding taxes or certification requirements, the Notes ma!- be redeemed in whole but not in part at any time at 100% of their principal amotmt, together with accrued and unpaid interest, to the date fixed for redemption. See liDescription of the Notes - Redemption”. The Notes will he general, direct, unsecured and unsuborchnatecl obligations of The Procter & Gamble Company (the LLCoinpany71) 1 ranking equally among themselves and equally with all other preseul. and future unsecured and unsubordinatecl indebtedness of the Company. Application has been made to list the Notes on the Luxembourg Stock Exchange. The Notes have not been ancl will not be registered mider the United States Securities Act of 1933, as arnenclecl (the “Securities AcP). The fiotes will be issued only in bearer form and are subject to United States tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or cleliverecl within the United States or to U.S. persons. See ‘,Unclerwriting”. The Notes initially will be representecl by a temporary global Note in bearer form, without interest couqxms, which will be deposited with a common clepositarv fo"r Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System (“Euroclear”), and for Cedelbank on a date on 01‘ about 31st January 2000 (the ““Closing Date”). Inteiests in the temporary global Note till be exchangeable for interests in a 13ermanent global Note, not earlier than 40 clavs after the Closing Date upon certification of non-U.S. beneficial ownership. Interests in the permanent global Note will be exchangeable for definitive Notes in bearer form, with interest coupons, upon 45 clavs’ written notice. The definitive Notes will be in the clenoniinations of Cl,OOO, ClO,OOO ancl E1007000..S ee “Description of the Notes - Delivery, Form and Denomination” and ““Unclern~iting”. J.P. Morgan Securities Ltd. ABN AMRO Goldman Sachs International 28th January 2000 i -- http://www.oblible.com The Company has talcen all reasonable care to ensure that the j&cts and ir$rmation relating to it and the Notes stated herein are true and accurate in all material respects and not misleading, tlzat the opinions and intentions of it expressed herein are honestty held and that to the best of tlze knowledge and belief qf tlze Company, tlzere are no otJzer..facts or information relating to it and &e Notes, the omission o~which would make misleading any statement relating to it and the Notes herein -ghether offact or opinion. Tlze Company accepts responsibility according[y. No person has been autllorized to give any in@rmation or to make any representation not contained OI incorporated bJ/ rej&-ence herein and, if given or made, suclz~infbrrnation or representation must not be relied upon as Jzavilzg been authorized by tlze Company or the Managers. Neither the deliuery of this-document tior any sale or purclzase of any qf tlze Notes shall, in any circumstances, create any implication that there Jias been no change in the aJji;zirs oj” the Company and its consolidatecl subsicliaries since the date hereqf or (hat tlze information herein is correct as of any time subsequent to its~date. This Off&ring Circular does not constitute an qffer qfi or an invitation by or on behalJ’of tlze Company or by or on belzaljof the Managers or aey of them to subscribe .for or purclzase, any of the Notes. TIze distribution of this OJjring Circular and tlze offering or sale of tlxe Notes in certain jurisdictions may be restricted by law. Persons into wlzose possession tJ?is O&ring Circular comes are required by~tlze Company and the Managers to inform tlzemselves about and to obserue any suclz restrictions. This Qflering Circular may not be used for or in connection with an o&r or solicital-ion by anyone in aq~jurisdictiorz in whiclz SUCJZoffer or solicitation is not authorized or to any person to u~l~om it is unlawf2 to make s~~lz offer or solicitation. For a JiLrther description qf certairz restrictions on tlze offerilzg, sale and deliuery of the Notes and on the distribution qf this Qferin,g Circular, see “Underwriting”. Tlze Cbmpany has not authorized any of&r 01 the Notes to tlze public in the United Kingdom within tile meaning of the Public Ofsrs of Securities Regulations 1995 (tlae “U.K. Regulations’?. The Notes may not lawjirlly be off kreI d or sold-to persons ilztlze United Kingdom except in circumstances which do not result in an qff;lr to thepublic in the United Kingdom within the meaning of tlze U.K. Regulations or otherwise in complianc& with all applicable prouisions of the U.K. Regulations. The Qffering Circular does not constitute an c#er or invitation by or on behalf of the Company or tJzeManagers to any person to subscribe~fbr or to purchase any of the Notes. All r?ferences Jzerein to “‘British Pounds Sterling ” , “sterling” or “2” are to tlze currency qf tlze United Kingdom.. All references herein to “United States dollars,“’ “US$” 01’ “$” are to tile currency of the United States of America. Cedelbank is clzanging its name to Clearstream Banking, so&& anonyrne. In connection with this issue, J.P. Morgan Securities Ltd. .may over-allot or effect transactions ~which stahilize or maintain the market price of the Notes at a level which might not otherwise prevail. Such stabilixing, if commenced, may be discontinued at any time. Such transactions shall be carried out in accordance with all applicable laws atid-regtdations. - Table of Coiltents &g Incorporation of Docun~ents b!- Reference ................................................................................................... 3 Description of the Notes .............................................................................................................................. 4 Use of Proceeds. ........................................................................................................................................... 14 The C0inpa11.y .............................................................................................................................................. 15 Recent Developments ................................................................................................................................... 15 Capitalization ............................................................................................................................................... 17 Selected Fiuancial Inforination .................................................................................................................... 1.8 Directors and Management .......................................................................................................................... 19 United States Tasation ................................................................................................................................ 22 Underwriting ................................................................................................................................................ 25 Legal Matters ............................................................................................................................................... 26 Independent Accountants ............................................................................................................................ 26 Listing and General Il~~ool.mation ................................................................................................................. 26 Annual Report on Form 10-K for the year enclecl 30th June 1999 ............................................... Appendix 1 Excerpts horn the Amual Report to Shareholders for the fiscal year enclecl 30th June 1999.. ......................................................................................................................... Appendix II Quarterly Report on Form 1.0-Q for the quarter ended 30th Sept.ember 1999 ............................. Appendix 111 Current Report on Form 8-K dated 1 lth August 1999 ................................................................. Appendix IV Press Release dated 25th January 2000 ........................................................................................
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