-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FNdYQucyt5mw3ZMJSK7R/ZfiS2Kr4n5KoC4y028c1ZMYiU4NUoQjJNPdhadNukcH QfK7WGZ9DQZQQJdjZUpW8A== 0000080424-97-000046.txt : 19970630 0000080424-97-000046.hdr.sgml : 19970630 ACCESSION NUMBER: 0000080424-97-000046 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 SROS: CSE SROS: NYSE 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00434 FILM NUMBER: 97631268 BUSINESS ADDRESS: STREET 1: ONE PROCTER & GAMBLE PLZ CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5139831100 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K \X\ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996, OR \ \ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM _______________ TO _____________ Commission file number 001-00434 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Procter & Gamble Subsidiaries Savings Plan, The Procter & Gamble Company, Two Procter & Gamble Plaza, Cincinnati, Ohio 45202. B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: The Procter & Gamble Company, One Procter & Gamble Plaza, Cincinnati, Ohio 45202. REQUIRED INFORMATION Item 4. Plan Financial Statements and Schedules Prepared in Accordance With the Financial Reporting Requirements of ERISA THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 AND INDEPENDENT AUDITORS' REPORT THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN TABLE OF CONTENTS - ----------------------------------------------------------------------------- Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 1996 and 1995 2 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1996 and 1995 3 Notes to Financial Statements for the Years Ended December 31, 1996 and 1995 4 SUPPLEMENTAL SCHEDULES OMITTED - The following schedules were omitted because of the absence of conditions under which they are required or due to their inclusion in information filed by The Procter & Gamble Master Savings Trust: Reportable Transactions for the Year Ended December 31, 1996 Assets Held for Investment Purposes Assets Acquired and Disposed of Within the Plan Year Party-in-Interest Transactions Obligations in Default Leases in Default DELOITTE & TOUCHE LLP - ------------ ------------------------------------------------------ 250 East Fifth Street Telephone: (513) 784-7100 P.O. Box 5340 Cincinnati, Ohio 45201-5340 INDEPENDENT AUDITORS' REPORT To The Procter & Gamble Master Savings Plan Committee: We have audited the accompanying statements of net assets available for benefits of The Procter & Gamble Subsidiaries Savings Plan, formerly the Hawaiian Punch Savings Plan, as of December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1996 and 1995 and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. /S/DELOITTE & TOUCHE LLP - -------------------------- Deloitte & Touche LLP May 13, 1997 - ----------------- Deloitte Touche Tohmatsu International - ----------------- THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1996 and 1995 - -----------------------------------------------------------------------------
1996 1995 INVESTMENTS, At fair value: Investment in The Procter & Gamble Master Savings Trust $10,034,202 $6,901,676 LIABILITIES - Other - 19,036 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $10,034,202 $6,882,640 =========== ========== See notes to financial statements.
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 - -----------------------------------------------------------------------------
1996 1995 ADDITIONS: Investment income - Equity in net earnings of The Procter & Gamble Master Savings Trust $ 1,367,523 $1,283,865 ----------- ---------- Contributions: Employer contributions 2,301 152,672 Employee contributions 5,417 376,241 ----------- ---------- Total contributions 7,718 528,913 ----------- ---------- Transfer from merged plans 2,837,729 Transfer from unaffiliated plan 7,043 Other 16,785 ----------- ---------- Total additions 4,236,798 1,812,778 ----------- ---------- DEDUCTIONS: Distributions to participants 1,085,236 567,194 Other 15,763 ----------- ---------- Total deductions 1,085,236 582,957 ----------- ---------- NET INCREASE 3,151,562 1,229,821 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 6,882,640 5,652,819 ----------- ---------- End of year $10,034,202 $6,882,640 =========== ========== See notes to financial statements.
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 1. DESCRIPTION OF THE PLAN The following brief description of The Procter & Gamble Subsidiaries Savings Plan, formerly the Hawaiian Punch Savings Plan, (Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. GENERAL - The Plan was established effective March 2, 1990 upon the acquisition of the Hawaiian Punch Division of DelMonte by The Procter & Gamble Company (Company). Effective March 14, 1996, the Sundor Brands Savings Plan, Max Factor Savings Plan and Speas Savings Plan were merged into the Hawaiian Punch Savings Plan (Hawaiian Punch) and the Company changed the Plan name to The Procter & Gamble Subsidiaries Savings Plan. This merger is recorded as a transfer from merged plans of approximately $2,800,000 in the Plan's financial statements in 1996. The Plan is a voluntary defined contribution plan covering all eligible employees of Sundor Group, Inc., including the Sundor Brands and Hawaiian Punch divisions, Max Factor & Company and Speas Company, all subsidiaries of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS AND VESTING - The Speas Company and its employees made contributions to the Plan until April 1996. After such time, all contributions to the Plan were suspended and all participants became fully vested. DISTRIBUTIONS - The Plan provides for benefits to be paid upon retirement, disability, death, or separation other than retirement as defined by the Plan document. Plan benefits may be made in a lump sum of cash or shares of common stock, in installment payments over a period not to exceed 120 months or an annuity. Retired or terminated employees shall commence benefit payments upon attainment of age 70-1/2. WITHDRAWALS - A participant may withdraw any portion of after-tax contributions once in any six-month period. Participants who have attained age 59-1/2 or have demonstrated financial hardship may withdraw all or any portion of their before-tax contributions once in any six-month period. PLAN TERMINATION - Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate th Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. ADMINISTRATION - The Plan is administered by the Master Savings Plan Committee consisting of three members appointed by the Board of Directors of the Parent, except for duties specifically vested in the trustee, who is also appointed by the Board of Directors of the Parent. PARTICIPANT ACCOUNTS AND INVESTMENT OPTIONS - Each participant's account is credited with an allocation of Plan earnings or losses. The benefit to which a participant is entitled is limited to the benefit that can be provided from their account. The Collective Income Fund was discontinued as an investment option during 1996 and all proceeds were transferred to other investment options offered by the Plan. Participants may allocate their account in one or all of the following investment options offered by the Plan (Note 4): RESERVE FUND - A fund investing in short to medium length maturity, interest-bearing instruments. COMPANY STOCK FUND - A fund investing in shares of The Procter & Gamble Company common stock. MANAGED BOND FUND - A fund investing in a diversified portfolio of publicly and privately traded corporate, government, international, and mortgage backed bonds. MANAGEMENT LARGE COMPANY FUND - A fund investing in equity securities of approximately 300 domestic, large company stocks. DIVERSIFIED FUND - A fund investing in a balanced portfolio consisting of both equity and fixed securities. COLLECTIVE INCOME FUND - A fund investing in guaranteed investment contracts with varying maturities, sizes, and yields. INTERNATIONAL EQUITY FUND - A fund investing in a diversified portfolio of equity securities of foreign corporations. SMALL COMPANY STOCK FUND - A fund investing in a portfolio of equity securities issued by small companies. The activity and balances in the funds are summarized as follows the years ended December 31, 1996 and 1995.
MANAGEMENT INTER- COLLECTIVE COMPANY LARGE SMALL NATIONAL MANAGED INCOME STOCK COMPANY COMPANY EQUITY RESERVE DIVERSIFIED BOND FUND FUND FUND FUND FUND FUND FUND FUND TOTAL Net assets available for benefits, December 31, 1994 $2,420,020 $2,344,707 $ 652,834 $ 235,258 $ 5,652,819 Equity in net earnings of The Procter & Gamble Master Savings Trust 909,678 154,664 172,150 47,373 1,283,865 Contributions 231,468 180,814 91,544 25,087 528,913 Distributions to participants (331,448) (214,072) (17,515) (4,159) (567,194) Other (10,393) (211) (3,450) (1,709) (15,763) Interfund transfers 350,393 (376,024) (2,343) 27,974 ----------- -------- ---------- -------- ------- ---------- ---------- ---------- ----------- Net assets available for benefits December 31, 1995 3,569,718 2,089,878 893,220 329,824 6,882,640 Equity in net earnings of The Procter & Gamble Master Savings Trust $ 39,788 $ 23,156 1,009,955 $ 7,090 $ 918 121,586 147,595 17,435 1,367,523 Contributions 111 3,373 2,571 1,361 302 7,718 Transfer from merged plans 1,071,481 987,391 454,701 274,757 49,399 2,837,729 Transfer from unaffiliated plan 1,829 4,580 423 211 7,043 Other 130 11,480 316 2,681 2,178 16,785 Distributions to participants (89,432) (663,160) (232,810) (90,398) (9,436) (1,085,236) Interfund transfers (1,022,078) 931,230 51,708 100,550 40,775 236,183 (121,952) (216,416) ----------- -------- ---------- -------- ------- ---------- ---------- --------- ----------- Net assets available for benefits, December 31, 1996 $ $954,386 $4,972,294 $107,640 $41,693 $2,677,005 $1,107,687 $ 173,497 $10,034,202 =========== ======== ========== ======== ======= ========== ========== ========= ===========
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING - The accompanying financial statements have been prepared on the accrual basis of accounting and the Plan's net assets and transactions are recorded at fair value. The Plan's investment in The Procter & Gamble Company common stock is valued at the closing price on an established security exchange. The Plan's investment funds (funds) are valued by the fund manager, J.P. Morgan Investment Management, Inc., based upon the fair value of the funds' underlying investments. Income from investments is recognized when earned and is allocated to each plan participating in The Procter & Gamble Master Savings Trust (Master Trust) and each participant's account by PNC Bank, Ohio, N.A. (PNC Bank), the trustee of the plan. EXPENSES OF THE PLAN - Trustee fees and other expenses of the Plan are paid by the Company. USE OF ESTIMATES - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 3. INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company by letter dated February 16, 1996 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC as of December 31, 1996 and 1995. 4. INTEREST IN MASTER TRUST Effective January 1, 1993, the Company formed the Master Trust in accordance with a master trust agreement with PNC Bank. Use of a master trust permits the commingling of investments that fund various Company-sponsored benefit plans for investment and administrative purposes. Support records are maintained for the purpose of allocating changes in beneficial interest to the various participating plans. Although assets are commingled in the Master Trust, PNC Bank maintains records for the purpose of allocating contributions and changes in net assets of the Master Trust to both participating plans and individual participant accounts based upon each plan's or participant's proportionate interest in the Master Trust. The following represents the 1996 and 1995 audited financial information regarding the net assets and investment income of the Master Trust: Assets of the Master Trust at December 31, 1996 are summarized as follows:
MANAGEMENT COLLECTIVE LARGE SMALL INTER- MANAGED INCOME COMPANY COMPANY COMPANY NATIONAL RESERVE DIVERSIFIED BOND FUND STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL Investments, at fair value $ - $44,722,820 $48,644,442 $2,637,484 $1,863,770 $32,149,667 $32,299,750 $5,790,354 $168,108,287 Accrued interest and dividends - 6,336 263 51 35 382 152 23 7,242 ----------- ----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------ Total $ - $44,729,156 $48,644,705 $2,637,535 $1,863,805 $32,150,049 $32,299,902 $5,790,377 $168,115,529 =========== =========== =========== ========== ========== =========== =========== ========== ============ Plan's investment in Master Trust $ - $ 884,265 $ 5,065,615 $ 103,565 $ 39,788 $ 2,651,215 $ 1,108,032 $ 181,722 $ 10,034,202 =========== =========== =========== ========== ========== =========== =========== ========== ============ Plan's percentage ownership interest in Master Trust - % 2% 10% 4% 2% 8% 3% 3% 6% =========== =========== =========== ========== ========== =========== =========== ========== ============
Investments held by the Master Trust at December 31, 1996 are summarized as follows:
MANAGEMENT COLLECTIVE LARGE SMALL INTER- MANAGED INCOME COMPANY COMPANY COMPANY NATIONAL RESERVE DIVERSIFIED BOND FAIR VALUE FUND STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL The Procter & Gamble Company common stock $ $43,559,282 $ 43,559,282 Mutual funds $48,644,294 $2,637,437 $1,863,743 $32,085,388 $32,299,639 $5,790,250 123,320,751 Short-term investments 1,163,538 148 47 27 64,279 111 104 1,228,254 ---------- ----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------ Total investments at fair value $ - $44,722,820 $48,644,442 $2,637,484 $1,863,770 $32,149,667 $32,299,750 $5,790,354 $168,108,287 ========== =========== =========== ========== ========== =========== =========== ========== ============
Investment income from the Master Trust for the year ended December 31, 1996 is summarized as follows:
MANAGEMENT COLLECTIVE LARGE SMALL INTER- MANAGED INCOME COMPANY COMPANY COMPANY NATIONAL RESERVE DIVERSIFIED BOND FUND STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL Net appreciation in fair value of investments $50,196 $ 9,402,213 $9,601,531 $170,571 $36,190 $1,717,880 $4,251,429 $316,106 $25,546,116 Dividends 695,063 695,063 Interest 179,397 9,911 189,308 ------- ----------- ---------- -------- ------- ---------- ---------- -------- ----------- Total $50,196 $10,276,673 $9,601,531 $170,571 $36,190 $1,727,791 $4,251,429 $316,106 $26,430,487 ======= =========== ========== ======== ======= ========== ========== ======== =========== Plan's equity in net earnings of Master Trust $39,788 $ 23,156 $1,009,955 $ 7,090 $ 918 $ 121,586 $ 147,595 $ 17,435 $ 1,367,523 ======= =========== ========== ======== ======= ========== ========== ======== ===========
Assets of the Master Trust at December 31, 1995 are summarized as follows:
MANAGEMENT COLLECTIVE LARGE MANAGED INCOME COMPANY COMPANY RESERVE DIVERSIFIED BOND FUND STOCK FUND FUND FUND FUND FUND TOTAL Investments, at fair value $1,323,639 $37,568,733 $36,541,114 $35,298,684 $31,385,977 $7,472,474 $149,590,621 Accrued interest and dividends 7 4,256 124 317 106 3 4,813 ---------- ----------- ----------- ----------- ----------- ---------- ------------ Total $1,323,646 $37,572,989 $36,541,238 $35,299,001 $31,386,083 $7,472,477 $149,595,434 ========== =========== =========== =========== =========== ========== ============ Plan's investment in Master Trust - - $ 3,394,950 $ 2,385,047 $ 815,159 $ 306,520 $ 6,901,676 =========== =========== =========== =========== =========== ========== ============ Plan's percentage ownership interest in Master Trust - - 9% 7% 3% 4% 5% =========== =========== =========== =========== =========== ========== ============
Investments held by the Master Trust at December 31, 1995 are summarized as follows:
MANAGEMENT COLLECTIVE LARGE MANAGED INCOME COMPANY COMPANY RESERVE DIVERSIFIED BOND FAIR VALUE FUND STOCK FUND FUND FUND FUND FUND TOTAL The Procter & Gamble Company common stock $36,625,140 $ 36,625,140 Registered investment companies $1,323,613 1,323,613 Mutual funds $36,540,976 $35,233,082 $31,385,838 $7,472,367 110,632,263 Short-term investments 26 943,593 138 65,602 139 107 1,009,605 ---------- ----------- ----------- ----------- ----------- ---------- ------------ Total investments at fair value $1,323,639 $37,568,733 $36,541,114 $35,298,684 $31,385,977 $7,472,474 $149,590,621 ========== =========== =========== =========== =========== ========== ============
Investment income from the Master Trust for the year ended December 31, 1995 is summarized as follows:
MANAGEMENT COLLECTIVE LARGE MANAGED INCOME COMPANY COMPANY RESERVE DIVERSIFIED BOND FUND STOCK FUND FUND FUND FUND FUND TOTAL Net appreciation in fair value of investment $600,245 $16,178,665 $ 8,040,240 $ 1,663,854 $ 6,229,037 $1,051,580 $ 33,763,621 Dividends 772,124 772,124 Interest 130,871 9,098 139,969 -------- ----------- ----------- ----------- ----------- ---------- ------------ Total $600,245 $17,081,660 $ 8,040,240 $ 1,672,952 $ 6,229,037 $1,051,580 $ 34,675,714 ======== =========== =========== =========== =========== ========== ============ Plan's equity in net earnings of Master Trust $ $ - $ 909,678 $ 154,664 $ 172,150 $ 47,373 $ 1,283,865 ======== =========== =========== =========== =========== ========== ============
5. DISTRIBUTIONS PAYABLE Distributions payable to participants as of December 31, 1996 and 1995 are approximately $30,000 and $20,000, respectively. * * * * * * PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE TRUSTEES (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT PLAN) HAVE DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED. Procter & Gamble Subsidiaries Savings Plan /s/JOSEPH R. LAWHEAD Date: June 27, 1997 --------------------------------------- Joseph R. Lawhead Member, Benefits Committee EXHIBIT INDEX Exhibit No. Page No. 23 Consent of Deloitte & Touche EX-23 2 Deloitte & Touche LLP - ----------- ---------------------------------------------------------- 250 East Fifth Street Telephone: (513) 784-7100 P.O. Box 5340 Cincinnati, Ohio 45201-5340 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-14397 of The Procter & Gamble Company on Form S-8 of our report dated May 13, 1997 appearing in this Annual Report on Form 11-K of the Procter & Gamble Company Subsidiaries Savings Plan for the year ended December 31, 1996. /s/DELOITTE & TOUCHE LLP Cincinnati, Ohio June 24, 1997 - --------------- Deloitte Touche Tohmatsu International - --------------- -----END PRIVACY-ENHANCED MESSAGE-----