-----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, VpcojP2L+X+FjVvluQERAWbqj9MLcK57dge2EX0nV0XUOyhROq9WFGJ4oCm07AA/ k4Sn1V00Vv8CKQp+pcXR/w== /in/edgar/work/20000622/0000080424-00-000023/0000080424-00-000023.txt : 20000920 0000080424-00-000023.hdr.sgml : 20000920 ACCESSION NUMBER: 0000080424-00-000023 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROCTER & GAMBLE CO CENTRAL INDEX KEY: 0000080424 STANDARD INDUSTRIAL CLASSIFICATION: [2840 ] IRS NUMBER: 310411980 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-00434 FILM NUMBER: 659044 BUSINESS ADDRESS: STREET 1: ONE PROCTER & GAMBLE PLZ CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5139831100 11-K 1 0001.txt 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 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999, OR \ \ FOR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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, 1999 and 1998 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, 1999 and 1998 2 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1999 and 1998 3 Notes to Financial Statements for the Years Ended December 31, 1999 and 1998 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, 1999 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 - ------------ ------------------------------------------------------ Deloitte & Touche LLP Telephone: (513) 784-7100 250 East Fifth Street 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 (the "Plan") as of December 31, 1999 and 1998, 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 auditing standards generally accepted in the United States of America. 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, 1999 and 1998 and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. /s/ DELOITTE & TOUCHE LLP - ------------------------ DELOITTE & TOUCHE LLP April 26, 2000 THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1999 AND 1998 - --------------------------------------------------------------------------------
1999 1998 ASSETS - Investment in The Procter & Gamble Master Savings Trust, at fair value $14,923,913 $13,287,055 LIABILITIES - Accrued administrative expenses 9,534 - ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $14,914,379 $13,287,055 =========== =========== 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, 1999 AND 1998
1999 1998 ADDITIONS: Investment income - Equity in net earnings of The Procter & Gamble Master Savings Trust $ 2,339,928 $ 2,203,411 ----------- ----------- DEDUCTIONS: Distributions and withdrawals to participants 669,824 834,973 Administrative expenses 42,780 - ----------- ----------- Total deductions 712,604 834,973 ----------- ----------- NET INCREASE 1,627,324 1,368,438 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 13,287,055 11,918,617 ----------- ----------- End of year $14,914,379 $13,287,055 =========== =========== See notes to financial statements.
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following brief description of The Procter & Gamble Subsidiaries Savings Plan (the "Plan) is provided for general information 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 Plan. 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 - Effective April 1996, 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 180 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 the Company has not expressed any intent to do so, it has the right under the Plan to terminate the Plan subject to the provisions of ERISA. ADMINISTRATION - The Plan is administered by the Master Savings Plan Committee consisting of four members appointed by the Board of Directors of the Company, except for duties specifically vested in the trustee, PNC Bank, Ohio, N.A. ("PNC Bank"), who is also appointed by the Board of Directors of the Company. PARTICIPANT ACCOUNTS AND INVESTMENT OPTIONS - Each participant's account is credited with an allocation of the Plan's earnings or losses. The benefit to which a participant is entitled is limited to the benefit that can be provided from their account. Participants may allocate their account in one or all of the following investment options offered by the Plan (Note 4): ENHANCED CASH FUND (FORMERLY THE RESERVE FUND) - The prospectus states that this fund invests in short to medium length maturity, interest-bearing instruments. COMPANY STOCK FUND - This fund invests in shares of The Procter & Gamble Company common stock. ACTIVE FIXED-INCOME CORE FUND (FORMERLY THE MANAGED BOND FUND) - The prospectus states that this fund invests in a diversified portfolio of publicly and privately traded corporate, government, international, and mortgage backed bonds. DISCIPLINED EQUITY FUND (FORMERLY THE LARGE COMPANY FUND) - The prospectus states that this fund invests in equity securities of approximately 300 domestic, large company stocks. DIVERSIFIED FUND - The prospectus states that this fund invests in a balanced portfolio consisting of both equity and fixed securities. INTERNATIONAL EQUITY FUND - The prospectus states that this fund invests in a diversified portfolio of equity securities of foreign corporations. SMALL COMPANY EQUITY II FUND (FORMERLY THE SMALL COMPANY FUND) - The prospectus states that this fund invests in a portfolio of equity securities issued by small companies. 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) by PNC Bank and to each participant's account by the Plan's recordkeeper. EXPENSES OF THE PLAN - Investment management expenses are paid by the Plan in 1999. All other fees are paid by the Company. The Company paid all Plan expenses in 1998. USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. RECLASSIFICATIONS - The Plan has adopted Statement of Position 99-3 "Accounting and Reporting of Certain Employee Benefit Plan Investments and Other Disclosure Matters." As a result, the financial statements have been revised to eliminate the by-fund disclosures. 3. 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 has been amended since receiving the determination letter. 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, 1999 and 1998. Therefore, the Plan Administrator believes that the Plan was qualified and tax-exempt as of December 31, 1999 and 1998 and no provision for income taxes has been reflected in the accompanying financial statements. 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 defined contribution plans for investment and administrative purposes. 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 participating plans based upon each plan's proportionate interest in the Master Trust. The following represents the 1999 and 1998 audited financial information regarding the net assets and investment income of the Master Trust: Assets of the Master Trust at December 31, 1999 are summarized as follows:
ACTIVE SMALL INTER- FIXED- DISCIPLINED COMPANY NATIONAL ENHANCED INCOME COMPANY EQUITY EQUITY II EQUITY CASH DIVERSIFIED CORE STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL Investments, at fair value $95,073,504 $90,403,642 $5,939,202 $3,536,914 $25,264,139 $36,357,122 $5,556,031 $262,130,554 Accrued interest and dividends 4,143 171 57 34 164 68 27 4,664 ----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------ Total $95,077,647 $90,403,813 $5,939,259 $3,536,948 $25,264,303 $36,357,190 $5,556,058 $262,135,218 =========== =========== ========== ========== =========== =========== ========== ============ Plan's investment in Master Trust $ 5,003,396 $ 7,175,605 $ 113,583 $ 33,245 $ 1,571,466 $ 958,086 $ 68,532 $ 14,923,913 =========== =========== ========== ========== =========== =========== ========== ============ Plan's percentage ownership interest in Master Trust 5% 8% 2% 1% 6% 3% 1% 6% =========== =========== ========== ========== =========== =========== ========== ============
Investments, at fair value, held by the Master Trust at December 31, 1999 are summarized as follows:
ACTIVE SMALL INTER- FIXED- DISCIPLINED COMPANY NATIONAL ENHANCED INCOME COMPANY EQUITY EQUITY II EQUITY CASH DIVERSIFIED CORE STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL The Procter & Gamble Company common stock $94,131,490 $ 94,131,490 Mutual funds $90,403,642 $5,939,202 $3,536,914 $25,264,139 $36,357,122 $5,556,031 167,057,050 Short-term invest- ments 942,014 942,014 ----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------ Total investments at fair value $95,073,504 $90,403,642 $5,939,202 $3,536,914 $25,264,139 $36,357,122 $5,556,031 $262,130,554 =========== =========== ========== ========== =========== =========== ========== ============
Investment income from the Master Trust for the year ended December 31, 1999 is summarized as follows:
ACTIVE SMALL INTER- FIXED- DISCIPLINED COMPANY NATIONAL ENHANCED INCOME COMPANY EQUITY EQUITY II EQUITY CASH DIVERSIFIED CORE STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL Net appreciation in fair value of investments $15,627,185 $15,265,177 $1,690,909 $ 901,360 $ 1,416,290 $ 4,261,467 $ 9,284 $ 39,171,672 Dividends 1,058,186 1,058,186 Interest 31,081 1,752 265 246 503 516 189 34,552 ----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------ Total $16,716,452 $15,266,929 $1,691,174 $ 901,606 $ 1,416,793 $ 4,261,983 $ 9,473 $ 40,264,410 =========== =========== ========== ========== =========== =========== ========== ============ Plan's equity in net earnings (losses) of Master Trust $ 970,412 $ 1,121,538 $ 32,413 $ 8,224 $ 94,998 $ 113,336 $ (993) $ 2,339,928 =========== =========== ========== ========== =========== =========== ========== ============
Assets of the Master Trust at December 31, 1998 are summarized as follows:
ACTIVE SMALL INTER- FIXED- DISCIPLINED COMPANY NATIONAL ENHANCED INCOME COMPANY EQUITY EQUITY II EQUITY CASH DIVERSIFIED CORE STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL Investments, at fair value $82,686,007 $76,750,124 $4,587,218 $2,999,260 $26,401,544 $33,445,663 $6,050,716 $232,920,532 Accrued interest and dividends 4,781 235 47 7 38 32 13 5,153 ----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------ Total $82,690,788 $76,750,359 $4,587,265 $2,999,267 $26,401,582 $33,445,695 $6,050,729 $232,925,685 =========== =========== ========== ========== =========== =========== ========== ============ Plan's investment in Master Trust $ 5,169,429 $ 4,954,572 $ 151,318 $ 37,808 $ 1,957,009 $ 849,480 $ 167,439 $ 13,287,055 =========== =========== ========== ========== =========== =========== ========== ============ Plan's percentage ownership interest in Master Trust 6% 6% 3% 1% 7% 3% 3% 6% =========== =========== ========== ========== =========== =========== ========== ============
Investments, at fair value, held by the Master Trust at December 31, 1998 are summarized as follows:
ACTIVE SMALL INTER- FIXED- DISCIPLINED COMPANY NATIONAL ENHANCED INCOME COMPANY EQUITY EQUITY II EQUITY CASH DIVERSIFIED CORE STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL The Procter & Gamble Company common stock $82,247,171 $ 82,247,171 Mutual funds $76,778,262 $4,596,117 $3,005,413 $26,409,391 $33,460,753 $6,048,229 150,298,165 Short-term investments (overdraft) 438,836 (28,138) (8,899) (6,153) (7,847) (15,090) 2,487 375,196 ----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------ Total $82,686,007 $76,750,124 $4,587,218 $2,999,260 $26,401,544 $33,445,663 $6,050,716 $232,920,532 =========== =========== ========== ========== =========== =========== ========== ============
Investment income from the Master Trust for the year ended December 31, 1998 is summarized as follows:
ACTIVE SMALL INTER- FIXED- DISCIPLINED COMPANY NATIONAL ENHANCED INCOME COMPANY EQUITYY EQUITY II EQUITY CASH DIVERSIFIED CORE STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL Net appreciation (depreciation) in fair value of investments $11,339,483 $18,695,385 $ (263,745) $ 396,904 $ 1,376,097 $ 4,973,756 $ 416,005 $ 36,933,885 Dividends 1,029,974 1,029,974 Interest 49,241 54 83 22 129 41 125 49,695 ----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------ Total $12,418,698 $18,695,439 $ (263,662) $ 396,926 $ 1,376,226 $ 4,973,797 $ 416,130 $ 38,013,554 =========== =========== ========== ========== =========== =========== ========== ============ Plan's equity in net earnings of Master Trust $ 678,481 $ 1,251,229 $ (8,414) $ 5,802 $ 111,507 $ 152,995 $ 11,811 $ 2,203,411 =========== =========== ========== ========== =========== =========== ========== ============
5. DISTRIBUTIONS PAYABLE Distributions payable to participants at December 31, 1999 and 1998 are approximately $52,000 and $24,000, 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/THOMAS J. MESS Date: June 22, 2000 --------------------------------------- Thomas J. Mess Secretary for Trustees EXHIBIT INDEX Exhibit No. Page No. 23 Consent of Deloitte & Touche EX-23 2 0002.txt 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 April 26, 2000 appearing in this Annual Report on Form 11-K of The Procter & Gamble Company Subsidiaries Savings Plan for the year ended December 31, 1999. /s/DELOITTE & TOUCHE LLP - ------------------------ DELOITTE & TOUCHE LLP Cincinnati, Ohio June 21, 2000 - --------------- Deloitte Touche Tohmatsu International - --------------- -----END PRIVACY-ENHANCED MESSAGE-----