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
 
 
Date of Report (Date of earliest event reported)
November 1, 2011
 
 
 
 
THE PROCTER & GAMBLE COMPANY
(Exact name of registrant as specified in its charter)
 
Ohio
 
1-434
 
31-0411980
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)
 
One Procter & Gamble Plaza, Cincinnati, Ohio
 
45202
(Address of principal executive offices)
 
Zip Code
 
(513) 983-1100
 
45202
(Registrant's telephone number, including area code)
 
Zip Code
 
 
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
ITEM 7.01      REGULATION FD DISCLOSURE
 
On November 1, 2011, The Procter & Gamble Company (the "Company") issued a press release announcing that the timing of the Pringles transaction with Diamond Foods, Inc. has moved from the front half to the back half of its fiscal year. The Company is furnishing this 8-K pursuant to Item 7.01, "Regulation FD Disclosure."
 
 
  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
 
 
BY:   /s/ Susan S. Whaley                       
           Susan S. Whaley
           Assistant Secretary
           November 1, 2011
 
 
EXHIBIT(S)
 
99.    News Release by The Procter & Gamble Company dated November 1, 2011.


 
Filed by The Procter & Gamble Company 
Commission File No: 001-00434
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: The Procter & Gamble Company
Commission File No: 001-00434
 
 
 
 


News Release
The Procter & Gamble Company
One P&G Plaza
Cincinnati, OH 45202

 
 
P&G ANNOUNCES PRINGLES SALE TO CLOSE BY JUNE 2012
 

CINCINNATI, Nov. 1, 2011 - The Procter & Gamble Company (NYSE:PG) today announced that the sale of Pringles to Diamond Foods, Inc. (NYSE: DMND) has moved from the front half to the back half of its fiscal year.

The deal had been expected to close in December 2011, and is now expected to close before the end of June 2012.  The delay is necessary to allow Diamond Foods to complete an accounting investigation that it announced today. While Procter & Gamble remains committed to the transaction, the Company believes it is important this matter be fully understood and resolved before proceeding.

Timing of this transaction will not affect the timing of P&G’s planned restructuring. Updated guidance which reflects restructuring perspective will be provided shortly.

About Procter & Gamble
P&G serves approximately 4.4 billion people around the world with its brands. The Company has one of the strongest portfolios of trusted, quality, leadership brands, including Pampers®, Tide®, Ariel®, Always®, Whisper®, Pantene®, Mach3®, Bounty®, Dawn®, Fairy®, Gain®, Pringles®, Charmin®, Downy®, Lenor®, Iams®, Crest®, Oral-B®, Duracell®, Olay®, Head & Shoulders®, Wella®, Gillette®, Braun®, Fusion®, Ace®, Febreze®, and Ambi Pur®. The P&G community includes operations in about 80 countries worldwide. Please visit http://www.pg.com for the latest news and in-depth information about P&G and its brands.

Additional Information
Diamond Foods and The Wimble Co., P&G's wholly owned subsidiary formed for purposes of the distribution of the Pringles business, have filed registration statements with the U. S. Securities and Exchange Commission ("SEC") registering the shares of Pringles common stock and shares of Diamond Foods common stock to be issued to P&G shareholders in connection with the transaction. In connection with the exchange offer for shares of Pringles common stock, P&G will file a tender offer statement with the SEC.  Investors are urged to read the proxy statement, registration statements, the tender offer statement and any other relevant documents when they become available because they will contain important information about Diamond Foods, Pringles and the proposed transaction. The proxy statement, registration statements, tender offer statement and other documents relating to the proposed transaction can be obtained free of charge from the SEC's website at www.sec.gov. The documents can also be obtained free of charge from P&G upon written request to The Procter and Gamble Company, Shareholder Services Department, P.O. Box 5572, Cincinnati, Ohio 45201-5572 or by calling (800) 742-6253, or from Diamond Foods upon written request to Diamond Foods, Inc., Investor Relations, 600 Montgomery Street, San Francisco, California 94111 or by calling (415) 445-7444.

        This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.


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P&G Media Contact :
Paul Fox, 513.983.3465

P&G Investor Relations Contact :
John Chevalier, 513.983.9974