SEC Comment Letter for PROCTER & GAMBLE Co (PG) (CIK 0000080424) (PG) — May 23, 2005
PROCTER & GAMBLE Co (PG) (CIK 0000080424)
Date: May 23, 2005 · CIK: 0000080424 · Accession: 0000000000-05-025420
AI Filing Summary & Sentiment
File numbers found in text: 333-123309
Letter
By U.S. Mail and Facsimile to (212) 504-6666 James J. Johnson, Esq. Chief Legal Officer and Secretary The Procter & Gamble Company One Procter & Gamble Plaza Cincinnati, Ohio 45202 Richard K. Willard, Esq. Senior Vice President and General Counsel The Gillette Company Prudential Tower Building Boston, Massachusetts 02199
Re: The Procter & Gamble Company Amendment No. 2 to Form S-4 filed May 10, 2005 File No. 333-123309
Dear Messrs. Johnson and Willard:
1. We note your May 20, 2005, response to our prior comments. Please advise us of the bases for your conclusion that your sales into Syria are immaterial in light of non-quantitative factors, including their potential impact on your reputation and share value, and do not constitute a material investment risk for security holders, given Syria`s status as a country identified as a state sponsor of terrorism and subject to U.S. economic sanction.
2. We note your representation that Gillette has concluded that its sales into Iran are immaterial after taking into consideration non- quantitative factors such as the potential impact on its reputation and share value. You represent that Gillette bases its conclusion on the immaterial level of sales and on its belief that it has fully complied with applicable U.S. laws regarding sales of its products in Iran. Your response does not address the potential impact upon Gillette`s reputation and share value of the fact that, notwithstanding that sales of its product may be conducted in compliance with U.S. law, its product nonetheless is being sold into a state identified as a terrorist-sponsoring nation and subject to U.S. economic sanctions. Please address this fact in your analysis of the materiality to Gillette of its sales into Iran, and whether they pose a material investment risk to security holders.
Please amend your response to these comments.
Sincerely,
Pamela A. Long
Assistant Director
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<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
May 23, 2005
By U.S. Mail and Facsimile to (212) 504-6666
James J. Johnson, Esq.
Chief Legal Officer and Secretary
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202
Richard K. Willard, Esq.
Senior Vice President and General Counsel
The Gillette Company
Prudential Tower Building
Boston, Massachusetts 02199
Re: The Procter & Gamble Company
Amendment No. 2 to Form S-4 filed May 10, 2005
File No. 333-123309
Dear Messrs. Johnson and Willard:
1. We note your May 20, 2005, response to our prior comments.
Please
advise us of the bases for your conclusion that your sales into
Syria
are immaterial in light of non-quantitative factors, including
their
potential impact on your reputation and share value, and do not
constitute a material investment risk for security holders, given
Syria`s status as a country identified as a state sponsor of
terrorism and subject to U.S. economic sanction.
2. We note your representation that Gillette has concluded that
its
sales into Iran are immaterial after taking into consideration
non-
quantitative factors such as the potential impact on its
reputation
and share value. You represent that Gillette bases its conclusion
on
the immaterial level of sales and on its belief that it has fully
complied with applicable U.S. laws regarding sales of its products
in
Iran. Your response does not address the potential impact upon
Gillette`s reputation and share value of the fact that,
notwithstanding that sales of its product may be conducted in
compliance with U.S. law, its product nonetheless is being sold
into
a state identified as a terrorist-sponsoring nation and subject to
U.S. economic sanctions. Please address this fact in your
analysis
of the materiality to Gillette of its sales into Iran, and whether
they pose a material investment risk to security holders.
Please amend your response to these comments.
Sincerely,
Pamela A. Long
Assistant Director
cc: Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York 10281
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James J. Johnson, Esq., The Procter & Gamble Company
Richard K. Willard, Esq., The Gillette Company
May 23, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE
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