-----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, I+3vJpxzk8Thse2no5qeu4C9O77vSSqMyt4PTJqSgFf1RFcYk7ARP53+QZccNhtt 3RxYfUu3fB77h6pupiB7rA== /in/edgar/work/0000080424-00-000047/0000080424-00-000047.txt : 20001003 0000080424-00-000047.hdr.sgml : 20001003 ACCESSION NUMBER: 0000080424-00-000047 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20001002 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: 733326 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 JUNE 30, 2000, 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: The Procter & Gamble UK Matched Savings Share Purchase Plan, St. Nicholas Avenue, Gosforth, Newcastle Upon Tyne, NE99 1EE United Kingdom/England 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 1. Audited statement of financial condition as of the end of the latest two fiscal years of the plan (or such lesser period as the plan has been in existence). (See Page 2) Item 2. Audited statement of income and changes in plan equity for each of the latest three fiscal years of the plan (or such lesser period as the plan has been in existence). (See Page 3) PROCTER & GAMBLE LIMITED MATCHED SAVINGS SHARE PURCHASE PLAN Statements of Net Assets Available for Benefits as of June 30, 2000 and 1999, Statements of Changes in Net Assets Available for Benefits for the Years Ended June 30, 2000, 1999 and 1998, and Independent Auditors' Report PROCTER & GAMBLE LIMITED MATCHED SAVINGS SHARE PURCHASE PLAN TABLE OF CONTENTS - -------------------------------------------------------------------------------- Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of June 30, 2000 and 1999 2 Statements of Changes in Net Assets Available for Benefits for the Years Ended June 30, 2000, 1999, and 1998 3 Notes to Financial Statements for the Years Ended June 30, 2000, 1999, and 1998 4 INDEPENDENT AUDITORS' REPORT To the Trustees of the Procter & Gamble Limited Matched Savings Share Purchase Plan: We have audited the accompanying statements of net assets available for benefits of the Procter & Gamble Limited Matched Savings Share Purchase Plan ("the Plan") as of June 30, 2000, and 1999, and the related statements of changes in net assets available for benefits for each of the three years in the period ended June 30, 2000. 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 June 30, 2000 and 1999, and the changes in net assets available for benefits for each of three years in the period ended June 30, 2000, in conformity with accounting principles generally accepted in the United States of America. 29 September, 2000
PROCTER & GAMBLE LIMITED MATCHED SAVINGS SHARE PURCHASE PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF JUNE 30, 2000 AND 1999 - ------------------------------------------------------------------------------------- 2000 1999 pound sterling pound sterling ASSETS: Investment in the Company Stock, at fair value 31,678,169 44,168,360 Cash at bank and in hand 534,013 565,533 Investment income receivable 11,132 3,802 ---------- ---------- Total assets 32,223,314 44,737,695 LIABILITIES: Accrued administrative expenses (12,935) (29,780) Distributions payable (28,602) (32,091) Contributions received in advance (503,608) (507,464) ---------- ---------- Total liabilities (545,145) (569,335) NET ASSETS AVAILABLE FOR BENEFITS 31,678,169 44,168,360 ========== ========== See notes to financial statements.
PROCTER & GAMBLE LIMITED MATCHED SAVINGS SHARE PURCHASE PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED JUNE 30, 2000, 1999, AND 1998 - -------------------------------------------------------------------------------------------------------- 2000 1999 1998 pound sterling pound sterling pound sterling ADDITIONS (LOSSES): Investment income: Net appreciation (depreciation) in fair value of Company Stock (15,383,254) 1,759,579 8,208,747 Interest income 11,132 7,771 8,421 -------------- ----------- ----------- Total investment income (loss) (15,372,122) 1,767,350 8,217,168 Contributions from Procter & Gamble companies 3,028,880 2,844,334 2,438,774 Contributions from participants 3,028,880 2,844,334 2,438,774 Other income 3,694 8,732 83 Income from Procter & Gamble Limited 15,351 12,970 24,763 -------------- ----------- ----------- Total additions (losses) (9,295,317) 7,477,720 13,119,562 DEDUCTIONS: Distributions and withdrawals to participants (3,172,050) (2,241,943) (617,825) Administrative expenses (22,824) (24,980) (26,236) -------------- ----------- ----------- Total deductions (3,194,874) (2,266,923) (644,061) -------------- ----------- ----------- NET INCREASE (DECREASE) (12,490,191) 5,210,797 12,475,501 -------------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 44,168,360 39,957,563 26,482,062 -------------- ----------- ----------- End of year 31,678,169 44,168,360 38,957,563 ============== =========== ===========
PROCTER & GAMBLE LIMITED MATCHED SAVINGS SHARE PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2000, 1999, AND 1998 - -------------------------------------------------------------------------------- 1. PLAN DESCRIPTION The following brief description of the Procter & Gamble Limited Matched Savings Share Purchase Plan ("Plan") is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. GENERAL - The Plan is a share purchase plan established by Procter & Gamble Limited ("Company") to provide a means for eligible UK employees to tax efficiently purchase shares in The Procter & Gamble Company ("Parent"). The scheme administrators on behalf of the Trustees of the Plan hold the Plan assets. CONTRIBUTIONS- Employees can contribute up to 2.5% of the their salary/ wage, subject to a minimum monthly contribution of (pound sterling)8.33. The participating Procter & Gamble companies (see note 6) match all contributions by employees in full. WITHDRAWALS - Participants may withdraw shares from the scheme at any time subject to the following Plan rules. Participants cannot withdraw shares from the Plan within 5 years of purchase. Participants who withdraw shares from the Plan after 5 years can do so without attracting any income tax. ADMINISTRATION - The Plan is administered by IRG Trustees Limited who were appointed by the Trustees of the Plan. PARTICIPANT ACCOUNTS - Each participant's account is credited with an allocation of the Plan's shares. The benefit to which a participant is entitled is limited to the shares that can be provided from the participant's account. PLAN TERMINATION - The Company is reviewing the future of the Plan in line with recent Inland Revenue legislative changes. The current Approved Profit Sharing Plan (the Procter & Gamble Matched Savings Share Purchase Plan) can no longer be operated from April 2002. This Plan will be replaced by a more tax efficient plan, which meets the requirements of the rules of the Inland Revenue's All Employee Share Ownership Plans. The Company has the right under the current scheme rules to terminate the Plan. 2. 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 Company common stock is valued at fair value and is translated into Sterling at the rate of exchange at June 30. EXPENSES OF THE PLAN - Investment management expenses and all other fees/expenses are paid by the participating Procter & Gamble companies (see note 6). 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. 3. TAX STATUS The Inland Revenue (IR) has determined and informed the Company that it is an approved Employee Share Scheme under UK tax legislation. Therefore, the Plan Administrator believes that the Plan was qualified and tax-exempt as of June 30, 2000 and 1999 and no provision for income taxes has been reflected in the accompanying financial statements. 4. DISTRIBUTIONS PAYABLE Distributions payable to participants at June 30, 2000 and 1999, are approximately (pound sterling)28,602 and (pound sterling)32,091, respectively. 5. COMPANY STOCK At June 30, 2000 and 1999, 837,687 and 780,019 shares, respectively,of Company Stock were held by the Plan. 6. PARTICIPATING PROCTER & GAMBLE COMPANIES The participating Procter & Gamble companies are as follows: Procter & Gamble Procter & Gamble Limited Procter & Gamble Pharmaceuticals (UK) Limited Procter & Gamble Product Supply (UK) Limited Procter & Gamble Technical Centres Limited Procter & Gamble (L&CP) Limited. THE PLAN. 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, thereunto duly authorized, in the City of Newcastle upon Tyne United Kindgom, on September 29, 2000. THE PROCTER & GAMBLE UK MATCHED SAVINGS SHARE PURCHASE PLAN By: /S/MR. D. J. HAMMOND --------------------- [Mr. D J Hammond] Trustee/Chairman, The Procter & Gamble UK Matched Savings Share Purchase Plan By: /S/MS. L. ULANOWSKI --------------------- [Ms L Ulanowski] Trustee, The Procter & Gamble UK Matched Savings Share Purchase Plan By: /S/MR. T. CORPS --------------------- [Mr T Corps] Trustee, The Procter & Gamble UK Matched Savings Share Purchase Plan EX-23 2 0002.txt EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement relating to 400,000 shares of common stock of The Procter & Gamble Company on Form S-8 of our report dated 29 September 2000, appearing in this Annual Report on Form 11-K of the Procter & Gamble Limited Matched Savings Share Purchase Plan for the plan fiscal year ended 30 June 2000. DELOITTE & TOUCHE Newcastle, United Kingdom 29 September 2000 -----END PRIVACY-ENHANCED MESSAGE-----