-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, F/po6wpOUg7aXfIuQkffKa86iqf/KOnf0fDkSX6fLUUwYY4xmHliyNCzSGik12J4 4T7cc/DL/Ev6gRujf90NYw== 0000080424-95-000020.txt : 199506290000080424-95-000020.hdr.sgml : 19950629 ACCESSION NUMBER: 0000080424-95-000020 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950628 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: 95550214 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 [FEE REQUIRED] for the fiscal year ended December 31, 1994, 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: The Procter & Gamble Commercial Company Employees' Savings Plan, 355 Tetuan Street, Old San Juan, Puerto Rico 00901 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 Deloitte & Touche LLP - ------------------ - -------------------------------------------------------------------------- THE PROCTER & GAMBLE COMMERCIAL COMPANY EMPLOYEES' SAVINGS PLAN Financial Statements and Supplemental Schedules for the Year Ended December 31, 1994 and for the Period from November 1, 1993 (Date of Inception) Through December 31, 1993 and Independent Auditors' Report THE PROCTER & GAMBLE COMMERCIAL COMPANY EMPLOYEES' SAVINGS PLAN TABLE OF CONTENTS - -------------------------------------------------------------------------- Page Independent Auditors' Report 1 Financial statements: Statement of Net Assets Available for Benefits as of December 31, 1994 2 Statement of Net Assets Available for Benefits as of December 31, 1993 3 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1994 4 Statement of Changes in Net Assets Available for Benefits for the Period from November 1, 1993 (Date of Inception) Through December 31, 1993 5 Notes to Financial Statements 6-7 Supplemental Schedules: Schedule I - Item 27a - Assets Held for Investment as of December 31, 1994 8 Schedule II - Item 27d - Reportable Transactions for the Year Ended December 31, 1994 9 Deloitte & Touche LLP - --------------- ------------------------------------------------- Hato Rey Tower - Suite 1200 Telephone: (809) 759-7171 268 Munoz Rivera Avenue Facsimile: (809) 756-6340 San Juan, PR 00918-2511 INDEPENDENT AUDITORS' REPORT To the Committee of The Procter & Gamble Commercial Company Employees' Savings Plan: We have audited the accompanying statements of net assets available for benefits of The Procter & Gamble Commercial Company Employees' Savings Plan (the "Plan") as of December 31, 1994 and 1993 and the related statements of changes in net assets available for benefits for the year ended December 31, 1994 and for the period from November 1, 1993 (date of inception) through December 31, 1993. 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, 1994 and 1993 and the changes in its net assets available for benefits for the year ended December 31, 1994 and for the period from November 1, 1993 (date of inception) through December 31, 1993 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information by fund is presented for the purpose of additional analysis of the basic financial statements rather than to present information regarding the net assets available for benefits and changes in net assets available for benefits of the individual funds, and is not a required part of the basic financial statements. The accompanying supplemental schedules of (1) assets held for investment as of December 31, 1994 and (2) reportable transactions for the year ended December 31, 1994 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental information by fund and these accompanying schedules are the responsibility of the Plan's management. Such supplemental information by fund and accompanying schedules have been subjected to the auditing procedures applied in our audit of the basic 1994 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/DELOITTE & TOUCHE LLP - ------------------------ DELOITTE & TOUCHE LLP June 16, 1995 - ------------------------- Deloitte Touche Tohmatsu International - ------------------------- THE PROCTER & GAMBLE COMMERCIAL COMPANY EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1994 - -------------------------------------------------------------------------- Supplemental Information by Fund --------------------------------- - ---------- The Procter & Gamble Company Fixed Common Income Growth Equity Stock Fund Fund Fund Fund Total INVESTMENTS: Master trust investments at fair value (Notes 2 and 3): Fixed Income Fund - 8,588.756 units (cost - $94,886) $ 92,587 $ - $ - $ - $ 92,587 Growth Fund - 21,540.079 units (cost - $235,525) 236,083 236,083 Equity Fund - 18,597.853 units (cost - $216,696) 209,606 209,606 The Procter & Gamble Company Common Stock Fund - 4,372.135 units (cost - $255,165) 271,118 271,118 -------- -------- -------- --- - ----- -------- Total master trust investments at fair value 92,587 236,083 209,606 271,118 809,394 -------- -------- -------- --- - ----- -------- CONTRIBUTIONS RECEIVABLE FROM: Plan participants 2,542 5,490 5,209 3,622 16,863 Plan sponsor 4,636 4,636 -------- -------- -------- --- - ----- -------- Total contributions receivable 2,542 5,490 5,209 8,258 21,499 -------- -------- -------- --- - ----- -------- NET ASSETS AVAILABLE FOR BENEFITS $ 95,129 $241,573 $214,815 $279,376 $830,893 -------- -------- -------- --- - ----- -------- -------- -------- -------- --- - ----- -------- See notes to financial statements.
- 2 - THE PROCTER & GAMBLE COMMERCIAL COMPANY EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993 - -------------------------------------------------------------------------- Supplemental Information by Fund --------------------------------- - ---------- The Procter & Gamble Company Fixed Common Income Growth Equity Stock Fund Fund Fund Fund Total INVESTMENTS: Master trust investments at fair value (Notes 2 and 3): Fixed Income Fund - 2,264.8 units (cost - $25,558) $ 25,592 $ - $ - $ - $ 25,592 Growth Fund - 5,724.55 units (cost - $61,278) 62,341 62,341 Equity Fund - 4,829.23 units (cost - $57,643) 57,999 57,999 The Procter & Gamble Company Common Stock Fund - 664.75 units (cost - $38,195) 38,206 38,206 -------- -------- -------- --- - ----- -------- Total master trust investments at fair value 25,592 62,341 57,999 38,206 184,138 -------- -------- -------- --- - ----- -------- CONTRIBUTIONS RECEIVABLE FROM: Plan participants 5,868 10,694 9,899 3,836 30,297 Plan sponsor 5,496 5,496 -------- -------- -------- --- - ----- -------- Total contributions receivable 5,868 10,694 9,899 9,332 35,793 -------- -------- -------- --- - ----- -------- NET ASSETS AVAILABLE FOR BENEFITS $ 31,460 $ 73,035 $ 67,898 $ 47,538 $219,931 -------- -------- -------- --- - ----- -------- -------- -------- -------- --- - ----- -------- See notes to financial statements.
- 3 - THE PROCTER & GAMBLE COMMERCIAL COMPANY EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1994 - -------------------------------------------------------------------------- Supplemental Information by Fund ----------------------------------- - -------- The Procter & Gamble Company Fixed Common Income Growth Equity Stock Fund Fund Fund Fund Total MASTER TRUST INVESTMENT INCOME: Net appreciation (depreciation) in fair value of investments (Note 3) $ (2,369) $ (40) $ (7,322) $ 16,853 $ 7,122 Interest and dividends 2,211 2,211 -------- -------- -------- ----- - --- -------- TOTAL MASTER TRUST INVESTMENT INCOME (2,369) (40) (7,322) 19,064 9,333 -------- -------- -------- ----- - --- -------- CONTRIBUTIONS: Plan participants 70,478 177,286 163,676 85,112 496,552 Plan sponsor 133,386 133,386 -------- -------- -------- ----- - --- -------- Total contributions 70,478 177,286 163,676 218,498 629,938 -------- -------- -------- ----- - --- -------- DISTRIBUTIONS TO PARTICIPANTS (4,440) (8,708) (9,437) (5,724) (28,309) NET INCREASE 63,669 168,538 146,917 231,838 610,962 NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR $ 31,460 $ 73,035 $ 67,898 $ 47,538 $219,931 -------- -------- -------- ----- - --- -------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 95,129 $241,573 $214,815 $279,376 $830,893 -------- -------- -------- ----- - --- -------- -------- -------- -------- ----- - --- -------- See notes to financial statements.
- 4 - THE PROCTER & GAMBLE COMMERCIAL COMPANY EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS PERIOD FROM NOVEMBER 1, 1993 (Date of Inception) THROUGH DECEMBER 31, 1993 - --------------------------------------------------------------------------- - ------------------------ Supplemental Information by Fund ----------------------------------- - -------- The Procter & Gamble Company Fixed Common Income Growth Equity Stock Fund Fund Fund Fund Total MASTER TRUST INVESTMENT INCOME: Net appreciation in fair value of investments (Note 3) $ 34 $ 1,062 $ 356 $ 12 $ 1,464 Interest and dividends 244 26 270 -------- -------- -------- ----- - --- -------- TOTAL MASTER TRUST INVESTMENT INCOME 34 1,306 356 38 1,734 -------- -------- -------- ----- - --- -------- CONTRIBUTIONS: Plan participants 31,426 71,729 67,542 22,528 193,225 Plan sponsor 24,972 24,972 -------- -------- -------- ----- - --- -------- Total contributions 31,426 71,729 67,542 47,500 218,197 -------- -------- -------- ----- - --- -------- NET INCREASE 31,460 73,035 67,898 47,538 219,931 NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF PERIOD - - - - - - -------- -------- -------- ----- - --- -------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF PERIOD $ 31,460 $ 73,035 $ 67,898 $ 47,538 $219,931 -------- -------- -------- ----- - --- -------- -------- -------- -------- ----- - --- -------- See notes to financial statements.
- 5 - THE PROCTER & GAMBLE COMMERCIAL COMPANY EMPLOYEES' SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 1994 AND PERIOD FROM NOVEMBER 1, 1993 (Date of Inception) THROUGH DECEMBER 31, 1993 - --------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The Procter & Gamble Commercial Company Employees' Savings Plan (the "Plan") is a voluntary defined contribution plan available for all regular, full-time employees of The Procter & Gamble Commercial Company, who are residents of Puerto Rico, have completed one year of service, and whose conditions of employment are not subject to a collective bargaining agreement, unless such agreement provides to the contrary. The Plan was established effective November 1, 1993 and is sponsored by The Procter & Gamble Commercial Company (the "Company"). Employees may contribute, through payroll deductions, from 1% to 10% of their compensation. The Company makes matching contributions to the Plan for each pay period equal to 40% of the first 5% of compensation the participant elects to contribute to the Plan. Forfeitures of non-vested Company contributions are used to reduce future Company contributions to the Plan. Participants are always 100% vested in their personal contributions and any earnings thereon. Participants become 100% vested in the Company matching contributions on their behalf upon the occurrence of any of the following events: completion of five years of service with the Company; attaining age 65; total disability while employed by the Company or death while employed by the Company. Upon participants' termination or retirement, their vested account balance will be paid in a single lump sum in cash or in Procter & Gamble common stock. If participants terminate employment before retirement and the account balance in their Company matching contributions account exceeds $3,500, it will not be distributed to the participants until their 65th birthday, unless participants and their spouse (if applicable) consent in writing to an earlier distribution. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their accounts. Under the provisions of the Plan, participating employees may elect to invest their contributions in one or more of the following investment funds that are administered by Oriental Bank & Trust (the "Trustees"): FIXED INCOME FUND - Invests in fixed income obligations including short-term securities issued or guaranteed by the United States government. This fund intends to obtain high interest rates through low risk short-term investments while preserving the principal. GROWTH FUND - Invests in diversified growth stocks of large United States and multinational companies whose earnings have been increasing consistently over the years. This fund seeks a long-term capital growth. EQUITY FUND - Invests in common stocks of large United States and multinational companies. This fund seeks long-term capital growth by participating in the growth of the economy. THE PROCTER & GAMBLE COMPANY COMMON STOCK FUND - Invests solely in common stock of The Procter & Gamble Company. - 6 - 2. SIGNIFICANT ACCOUNTING POLICIES VALUATION OF INVESTMENTS - All investments are stated at fair value. PLAN EXPENSES - All expenses incurred in administering the Plan may be paid out of the invested assets unless paid by the Company. 3. INVESTMENTS At December 31, 1994 and 1993, the Plan owned 3.4, 10.3 and 8.18 percent and 2, 7 and 7 percent of the total current value of the investments of the Fixed Income Fund, Growth Fund and Equity Fund, respectively. Investment income and the net appreciation (depreciation) in the fair value of the investments held by the Trust are allocated to the participating defined contribution plans based on each plan's proportional interest in the fair value of such investments. 4. PARTY IN INTEREST INVESTMENTS AND TRANSACTIONS The Procter & Gamble Commercial Company is a party-in-interest, as defined by ERISA. There were no prohibited party-in-interest investments or transactions for the year ended December 31, 1994 and for the period from November 1, 1993 (Date of Inception) through December 31, 1993. 5. INCOME TAXES The Plan is exempt from Puerto Rico income taxes under the provisions of Section 165 (a) and (e) of the Puerto Rico Income Tax Act of 1954 ("ITA"), as amended. The Plan is not qualified under Section 401(a) of the Internal Revenue Code, but it is exempt from United States taxation under Section 1022 of the Employee Retirement Income Security Act of 1974. The Plan is required to operate in conformity with the ITA to maintain its qualification. The Plan participants are not taxed on the income and contributions made for their accounts until such time as the participant or the participant's beneficiary receives distributions from the Plan. * * * * * * - 7 - SCHEDULE I THE PROCTER & GAMBLE COMMERCIAL COMPANY EMPLOYEES' SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT DECEMBER 31, 1994 - --------------------------------------------------------------------------- Identity of Issue Units Cost Fair Value Fixed Income Fund 8,588.756 $ 94,886 $ 92,587 Growth Fund 21,540.079 235,525 236,083 Equity Fund 18,597.853 216,696 209,606 The Procter & Gamble Company Common Stock Fund 4,372.135 255,165 271,118 -------- -------- Total master trust investments $802,272 $809,394 -------- -------- -------- --------
- 8 - SCHEDULE II THE PROCTER & GAMBLE COMMERCIAL COMPANY EMPLOYEES' SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1994 - --------------------------------------------------------------------------- Selling Price or Number of Number of Purchase Maturity Net Gain Purchases Sales Price Value (Loss) Fixed Income Fund 12 - $ 73,804 $ - $ - Growth Fund 12 - 182,623 - - Equity Fund 12 - 168,233 - - The Procter & Gamble Company Common Stock Fund 12 - 219,572 - -
- 9 - 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. The Procter & Gamble Commercial Company Employees' Savings Plan DATE 6/22/95 /s/ALFREDO E. BAUDET ------------------------- ---------------------------------- Alfredo E. Baudet For the Savings Plan Committee, Administrator of The Procter & Gamble Commercial Company Employees' Savings Plan - 10 - EXHIBIT INDEX Exhibit No. Page No. 23 Consent of Deloitte & Touche 11 EX-23 2 EXHIBIT 23 Deloitte & Touche LLP - --------------- ------------------------------------------------- Hato Rey Tower - Suite 1200 Telephone: (809) 759-7171 268 Munoz Rivera Avenue Facsimile: (809) 756-6340 San Juan, PR 00918-2511 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 033-50273 of The Procter & Gamble Company on Form S-8 of our report dated June 16, 1995 appearing in this Annual Report on Form 11-K of The Procter & Gamble Commercial Company Employees' Savings Plan for the year ended December 31, 1994. /s/DELOITTE & TOUCHE LLP - ---------------------- Deloitte & Touche LLP San Juan, Puerto Rico June 16, 1995 - ---------------------- Deloitte Touche Tohmatsu International - ---------------------- -----END PRIVACY-ENHANCED MESSAGE-----