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U.S. Securities and Exchange Commission

No Action, Interpretive and/or Exemptive Letter:
The Procter & Gamble Company

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

October 8, 2008

J. Eric Maki, Esq.
Jones Day
222 East 41st Street
New York, New York 10017


The Procter & Gamble Company — Exchange Offer

Dear Mr. Maki:

We are responding to your letter dated October 8, 2008 addressed to Nicholas P. Panos, as supplemented by telephone conversations with the staff, with regard to your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

On the basis of your representations and facts presented in your letter, the staff of the Division of Corporation Finance will not recommend that the Commission take enforcement action under Rules 13e-4(d)(1), 13e-4(e)(3), 13e-4(f)(1)(ii) or 14e-1(b) under the Exchange Act if P&G conducts the Exchange Offer using the Pricing Mechanism as described in your letter. In issuing this no-action position, we considered the following facts, among others:

  • P&G's disclosure of a specified dollar value of Folgers common stock that tendering P&G security holders will receive in exchange for a dollar value of tendered P&G common stock (subject to a limit on the exchange ratio);

  • The Pricing Mechanism for determining the number of shares of Folgers common stock to be received in exchange for shares of P&G common stock is disclosed in the tender offer materials disseminated to security holders;

  • The Pricing Mechanism will remain constant throughout the duration of the Exchange Offer, and if there is a change in the Pricing Mechanism, the Exchange Offer will remain open for at least 10 business days thereafter;

  • P&G will provide a toll-free number that P&G security holders can use to obtain daily indicative exchange ratios and, after announcement of the final exchange ratio, the final exchange ratio (including whether the limit to the exchange ratio is in effect);

  • P&G will publish the final exchange ratio (including an announcement whether the limit on the exchange ratio is in effect) in a press release no later than 9:00 a.m., New York City time, on the trading day preceding the Expiration Date and P&G will file an amendment to its Schedule TO on the same date setting forth the same information;

  • P&G will make available a notice of withdrawal in its printed materials and will disclose the procedures for withdrawal;

  • P&G common stock and Smucker common stock are listed on the NYSE; and

  • P&G's view that the trading prices of the Smucker common stock prior to the Merger are an appropriate proxy for the anticipated trading prices of Smucker common shares following the Merger.

The foregoing no-action positions are based solely on your representations and the facts presented in your letter dated October 8, 2008, as supplemented by telephone conversations with the Commission staff. This relief is strictly limited to the application of the rules listed above to P&G's use of the Pricing Mechanism. P&G should discontinue the Exchange Offer pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 and Rule 14e-3 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in the Exchange Offer. The Division of Corporation Finance expresses no view with respect to any other questions that the Exchange Offer may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the Exchange Offer.

For the Division of Corporation Finance,

Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 10/09/2008