RULE NO. 424(b)(2)
REGISTRATION NO. 33-48835
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 29, 1992
$200,000,000
The Procter & Gamble Company
8% Debentures due September 1, 2024
This Prospectus Supplement relates to up to
$200,000,000 principal amount of 8% Debentures due
September 1, 2024 (the "Debentures") issuable upon the
exercise of eight outstanding warrants (the "Warrants").
The Warrants were originally issued by The Procter &
Gamble Company (the "Company") on August 26, 1991. Each
Warrant entitles the holder thereof to purchase
$25,000,000 aggregate principal amount of the Debentures
at a purchase price equal to 100% of the principal amount
thereof. Interest on the Debentures is payable on March 1
and September 1 of each year, commencing March 1, 1995.
The registered holder of each Debenture (a "Holder") may
elect to have that Debenture, or any portion thereof which
is a multiple of $1,000, repaid on September 1, 2004 or
September 1, 2014 (each, a "Repayment Date"), at its
principal amount together with accrued and unpaid interest
to the respective Repayment Date. Such election, which is
irrevocable when made, must be made during the period from
and including July 1, 2004 to and including July 31, 2004
or the period from and including July 1, 2014 to and
including July 31, 2014, for the corresponding Repayment Date.
The Debentures will be issued in book-entry form
represented by Global Securities registered in the name of
The Depository Trust Company (the "Depository"), the
Depository's nominee or a successor depository.
Beneficial interests in the Global Securities will be
shown on, and transfers thereof will be effected only
through, records maintained by the Depository's
participants. Owners of beneficial interests in
Debentures issued in book-entry form will be entitled to
physical delivery of Debentures in certificated form in
the principal amount of their respective beneficial
interests only under limited circumstances described
herein. See "Description of Debentures."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Price to Proceeds to
Public Company (1)
Per Debenture 100% 100%
Total $200,000,000 $200,000,000
(1) Before deducting estimated expenses of $75,000
payable by the Company.
The date of this Prospectus Supplement is August 26, 1994.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the
Commission (File No. 1-434) pursuant to the Exchange
Act are incorporated herein by reference:
1. The Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1993.
2. The Company's Quarterly Reports on
Form 10-Q for the quarters ended September 30,
1993, December 31, 1993 and March 31, 1994.
3. The Company's Current Reports on
Form 8-K dated April 12, 1994, July 15, 1993
and July 13, 1993.
4. All other documents filed by the
Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the
date of this Prospectus Supplement and prior to
the termination of the offering of the
Debentures.
The Company will provide without charge to each
person to whom a copy of this Prospectus Supplement
is delivered, upon the request of such person, a
copy of any or all of the documents which are
incorporated by reference herein, other than
exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such
documents). Requests should be directed to Linda D.
Rohrer, Assistant Secretary, The Procter & Gamble
Company, at One Procter & Gamble Plaza, Cincinnati,
Ohio 45202, telephone: (513) 983-8697.
RECENT DEVELOPMENTS
On July 11, 1994, the Company sold its
remaining timberland properties and thus completed
the divestiture of the commercial pulp business. On
July 18, 1994, the Company confirmed the acquisition
of the European tissue business of Vereinigte
Papierwerke Schickedanz A.G. On August 26, 1994,
the Company completed the acquisition of the Giorgio
Beverly Hills Inc. prestige fragrance business from
Avon Products, Inc.
On August 10, 1994, the Company announced net
sales and earnings for the three-month and twelve-
month periods ended June 30, 1994. For the April-
June quarter, net sales were $7,503 million, a 2%
increase over net sales of $7,365 million for the
same period in 1993. Net earnings for the three-
month period were $406 million compared with a loss
of $1,219 million in the same period a year ago.
Adjusting fourth quarter fiscal 1993 earnings for
the $1,546 million restructuring reserve recorded in
June of 1993, net earnings would have been $327
million. On this basis, net earnings in the April-
June quarter of 1994 were up 24%, and earnings per
share were $.56, a 27% increase from $.44 per share
for the same period in fiscal 1993, excluding fiscal
1993 restructuring reserves. For the full fiscal
year, net sales were $30,296 million, about even
with net sales of $30,433 million in the prior
fiscal year. Exchange rates reduced sales by 4%,
while divestitures of the pulp and 100% juice
business and lower pricing negatively impacted sales
to a lesser degree. Excluding these effects, sales
would have been up 5%. Net earnings for the year
ended June 30, 1994 were $2,211 million, including a
$102 million after tax charge to mark-to-market a
portion of two interest rate swap contracts. In the
prior fiscal year, the Company recorded a loss of
$656 million. Excluding
<PAGE>
restructuring reserves and the prior years' effect
of accounting changes, net earnings for the year
ended June 30, 1993 would have been $2,015 million.
Excluding these effects from fiscal 1993 earnings,
net earnings would be up 10% and excluding the
derivatives loss in fiscal 1994, net earnings would
have been up 15% over the prior fiscal year. On
this same basis, earnings per share would have been
$3.24 per share, also up 15% over per share earnings
of $2.81 in the prior fiscal year.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's
consolidated ratio of earnings to fixed charges for
the periods indicated:
Years Ended June 30, Nine Months Ended March 31,
1992 1993 1993 1994
Ratio of earnings to fixed
charges(1) 5.7 1.4 5.7 7.2
(1) Earnings used to compute this ratio are
earnings before income taxes and before fixed
charges (excluding interest capitalized during the
period) and after deducting undistributed earnings
of 20% to 50% owned affiliates. Fixed charges
consist of interest, whether expensed or
capitalized, amortization of debt discount and
expense, and one-third of all rent expense
(considered representative of the interest factor).
DESCRIPTION OF WARRANTS
The Warrants were originally issued on August
26, 1991. Each Warrant, if exercised during the
Warrant Exercise Period (as hereinafter defined),
entitles the holder thereof to purchase $25,000,000
aggregate principal amount of Debentures. The
exercise price of each Warrant is 100% of the
aggregate principal amount of Debentures purchased
upon such exercise.
On the terms and subject to the conditions set
forth in the Warrant Certificate representing the
Warrant (the "Warrant Certificate"), each Warrant
may be exercised by the registered holder thereof,
in whole, but not in part, between August 22, 1994
and August 29, 1994 (the "Exercise Period") upon
irrevocable written notice of the exercise of the
Warrant, in the form provided in the Warrant
Certificate (the "Irrevocable Exercise Notice"),
given to the Company during the Exercise Period.
The Company will issue and deliver the Debentures
through the facilities of the Depository on or about
September 6, 1994 (the "Settlement Date") to all
holders of Warrants who have given an Irrevocable
Exercise Notice during the Exercise Period and who
have provided payment by certified or official bank
check or by bank wire transfer in New York Clearing
House funds in full for the Warrant exercised by
such holder to the Company in accordance with the
terms of the Warrant Certificate.
<PAGE>
DESCRIPTION OF DEBENTURES
The following description of the particular
terms of the Debentures offered hereby (referred to
in the accompanying Prospectus as the "Offered Debt
Securities") supplements, and to the extent
inconsistent therewith replaces, the description of
the general terms and provisions of the Debt
Securities set forth in the Prospectus, to which
description reference is hereby made. Certain
defined terms in the Indenture, dated as of
September 28, 1992 (the "Indenture"), with respect
to the Offered Debt Securities are capitalized
herein. Whenever a defined term is referred to and
not herein defined, the definition thereof is
contained in the Indenture.
General
The Debentures offered hereby will be limited
to $200,000,000 aggregate principal amount and will
be issued under the Indenture. The Debentures will
mature on September 1, 2024. The Debentures will
bear interest from September 1, 1994 at the rate per
annum shown on the front cover of this Prospectus
Supplement payable semi-annually on March 1 and
September 1 of each year and at maturity (each such
date is herein called an "Interest Payment Date"),
commencing March 1, 1995, to the person in whose
name the Debenture (or one or more predecessor
Debentures) is registered at the close of business
on the February 15 or August 15, as the case may be,
next preceding such Interest Payment Date.
The Debentures are not entitled to any sinking
fund. The Debentures are subject to defeasance and
covenant defeasance as described under "Description
of Debt Securities--Defeasance" in the accompanying
Prospectus. The Debentures are not redeemable at
the option of the Company.
The Debentures will be repayable on September
1, 2004 or September 1, 2014, at the option of the
registered Holders of such Debentures, at 100% of
their principal amount together with accrued and
unpaid interest to the Repayment Date. In order for
a Debenture to be repaid, the Company must receive
at its office or agency in the Borough of Manhattan,
The City of New York, during the period from and
including July 1, 2004 to and including July 31,
2004 or the period from and including July 1, 2014
to and including July 31, 2014 (or, in each case, if
such later date is not a Business Day, the next
succeeding Business Day) (each such period, an
"Option Period"), (i) the Debentures to be repaid
with the form entitled "Option to Elect Repayment"
on the reverse of the Debentures duly completed, or
(ii) a telegram, telex, facsimile transmission or
letter from a member of a national securities
exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or a trust
company in the United States of America setting
forth the name of the Holder of the Debentures to be
repaid, the principal amount of such Debentures, the
amount of the Debentures to be repaid, a statement
that the option to elect repayment is being
exercised thereby and a guarantee that the
Debentures to be repaid with the form entitled
"Option to Elect Repayment" on the reverse of such
Debentures duly completed will be received by the
Company not later than five Business Days after the
date of such telegram, telex, facsimile transmission
or letter and such Debentures and form duly
completed are received by the Company by such fifth
Business Day. The exercise of the repayment option
by a Holder shall be irrevocable. The Company will
provide Holders with written notice of the
commencement of the respective Option Period not
less than 30 nor more than 60 days prior to July 1,
2004 or July 1, 2014, as
<PAGE>
the case may be. The repayment option may be
exercised by the Holder of a Debenture for less than
the entire principal amount of the Debenture,
provided the principal amount which is to be repaid
is equal to $1,000 or an integral multiple of
$1,000. The repayment option will be exercised in
accordance with the rules and regulations of the
Depository in effect on any Repayment Date. See "--
Book-Entry System."
The Debentures will be issued only in
registered, book-entry form, in denominations of
$1,000 and any integral multiple thereof.
In the case where any Interest Payment Date or
the maturity date of the Debentures does not fall on
a Business Day, payment of interest or principal
otherwise payable on such day need not be made on
such day, but may be made on the next succeeding
Business Day with the same force and effect as if
made on such Interest Payment Date or the maturity
date of the Debentures, as the case may be, and no
interest shall accrue for the period from and after
such Interest Payment Date or maturity date. The
term "Business Day" shall mean any day other than a
Saturday or Sunday or a day on which banking
institutions in New York City are authorized or
obligated by law or executive order to close.
Book-Entry System
Upon issuance, the Debentures will be
represented by one or more Global Securities (the
"Book-Entry Debentures"). Each Global Security
representing the Book-Entry Debentures will be
deposited with, or on behalf of, The Depository
Trust Company, as depository, and registered in the
name of a nominee of the Depository. Book-Entry
Debentures will not be exchangeable at the option of
the Holder for certificated Debentures and, except
under the circumstances described below, will not
otherwise be issuable in definitive form.
So long as the Depository or its nominee is the
registered owner of a Global Security, the
Depository or its nominee, as the case may be, will
be the sole Holder of the Book-Entry Debentures
represented thereby, and the Trustee and the Company
are required to treat only the Depository or its
nominee as the legal owner of the Book-Entry
Debentures, for all purposes under the Indenture.
Except as otherwise provided in this section, the
Beneficial Owners (as defined below) of the Global
Securities representing the Book-Entry Debentures
will not be entitled to receive physical delivery of
certificated Debentures and will not be considered
the Holders thereof for any purpose under the
Indenture, and no Global Security representing the
Book-Entry Debentures shall be exchangeable or
transferable. Accordingly, each person owning a
beneficial interest in a Global Security must rely
on the procedures of the Depository and, if such
person is not a participant that has an account with
the Depository (a "Participant"), on the procedures
of the Participant through which such person owns
its interest to exercise any rights of a Holder
under the Indenture. The laws of some jurisdictions
require that certain purchasers of securities take
physical delivery of such securities in certificated
form. Such limits and such laws may impair the
ability to transfer beneficial interests in a Global
Security representing the Book-Entry Debentures.
The following is based on information furnished
by the Depository:
The Depository will act as securities
depository for the Book-Entry Debentures. The Book-
Entry Debentures will be issued as fully registered
securities registered in the name of Cede & Co. (the
Depository's partnership nominee). Two fully
registered Global Securities will be issued for the
Book-Entry Debentures, in the aggregate principal
amount of the Book-Entry Debentures and will be
deposited with the Depository.
<PAGE>
The Depository is a limited-purpose trust
company organized under the New York Banking Law, a
"banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning
of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the
provisions of Section 17A of Securities Exchange Act
of 1934, as amended. The Depository holds securities
that its Participants deposit with the Depository.
The Depository also facilitates the settlement among
Participants of securities transactions, such as
transfers and pledges, in deposited securities
through electronic computerized book-entry changes
in Participants' accounts, thereby eliminating the
need for physical movement of securities
certificates. Direct Participants ("Direct
Participants") include securities brokers and
dealers, banks, trust companies, clearing
corporations and certain other organizations. The
Depository is owned by a number of its Direct
Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc.
Access to the Depository's system is also available
to others such as securities brokers and dealers,
banks and trust companies that clear through or
maintain a custodial relationship with a Direct
Participant, either directly or indirectly
("Indirect Participants"). The rules applicable to
the Depository and its Participants are on file with
the Securities and Exchange Commission.
Purchases of Book-Entry Debentures under the
Depository's system must be made by or through
Direct Participants, which will receive a credit for
such Book-Entry Debentures on the Depository's
records. The ownership interest of each actual
purchaser of each Book-Entry Debenture represented
by the Global Securities ("Beneficial Owner") is in
turn to be recorded on the Direct Participants' and
Indirect Participants' records. Beneficial Owners
will not receive written confirmation from the
Depository of their purchase, but Beneficial Owners
are expected to receive written confirmations
providing details of the transaction, as well as
periodic statements of their holdings, from the
Direct Participants or Indirect Participants through
which such Beneficial Owner entered into the
transaction. Transfers of ownership interests in
the Global Securities representing the Book-Entry
Debentures are to be accomplished by entries made on
the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners of the Global
Securities representing the Book-Entry Debentures
will not receive certificated Debentures
representing their ownership interests therein,
except in the event that use of the book-entry
system for the Debentures is discontinued.
To facilitate subsequent transfers, the Global
Securities representing the Book-Entry Debentures
which are deposited with the Depository are
registered in the name of the Depository's nominee,
Cede & Co. The deposit of the Global Securities
with the Depository and their registration in the
name of Cede & Co. effect no change in beneficial
ownership. The Depository has no knowledge of the
actual Beneficial Owners of the Global Securities
representing the Book-Entry Debentures; the
Depository's records reflect only the identity of
the Direct Participants to whose accounts such Book-
Entry Debentures are credited, which may or may not
be the Beneficial Owners. The Participants will
remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications
by the Depository to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial
Owners will by governed by arrangements among them,
subject to any statutory or regulatory requirements
as may be in effect from time to time.
<PAGE>
Neither the Depository nor Cede & Co. will
consent or vote with respect to the Global
Securities representing the Book-Entry Debentures.
Under its usual procedures, the Depository mails an
Omnibus Proxy to the Company as soon as possible
after the applicable record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to
those Direct Participants to whose accounts the
Book-Entry Debentures are credited on the applicable
record date (identified in a listing attached to the
Omnibus Proxy).
Principal and interest payments on the Global
Securities representing the Book-Entry Debentures
will be made to the Depository. The Depository's
practice is to credit Direct Participants' accounts
on the applicable payment date in accordance with
their respective holdings shown on the Depository's
records unless the Depository has reason to believe
that it will not receive payment on such date.
Payments by Participants to Beneficial Owners will
be governed by standing instructions and customary
practices, as is the case with securities held for
the accounts of customers in bearer form or
registered in "street name," and will be the
responsibility of such Participant and not of the
Depository, the Trustee or the Company, subject to
any statutory or regulatory requirements as may be
in effect from time to time. Payment of principal,
premium, if any, and interest to the Depository is
the responsibility of the Company or the Trustee,
disbursement of such payments to Direct Participants
shall be the responsibility of the Depository, and
disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct
Participants and Indirect Participants.
Unless and until it is exchanged in whole or in
part for Debentures in definitive form in accordance
with the terms of the Debentures, the Book-Entry
Debentures may not be transferred except as a whole
by the Depository to a nominee of the Depository or
by a nominee of the Depository to the Depository or
another nominee of the Depository or by the
Depository or any such nominee to a successor of the
Depository or a nominee of such successor. If the
Depository is at any time unwilling or unable to
continue as depository or if at any time the
Depository ceases to be a clearing agency registered
under the Exchange Act, the Company will issue
Debentures in definitive registered form in exchange
for the Book-Entry Debentures. In addition, the
Company may at any time and in its sole discretion
determine not to have any Debentures represented by
one or more Book-Entry Debentures and, in such
event, will issue Debentures in definitive
registered form in exchange for all Book-Entry
Debentures. Further, if an event of default, or an
event which, with the giving of notice or lapse of
time, or both, would constitute an event of default
under the Indenture occurs and is continuing with
respect to the Debentures, or if the Company so
specifies with respect to the Debentures, the
Depository may exchange the Book-Entry Debentures
for Debentures in definitive registered form. In
any such instance, Beneficial Owners will be
entitled to physical delivery in definitive form of
Debentures represented by such Book-Entry Debenture
in principal amount equal to such beneficial
interest and to have such Debentures registered in
their names.
The information in this section concerning the
Depository and the Depository's book-entry system
has been obtained from sources that the Company
believes to be reliable, but the Company takes no
responsibility for the accuracy thereof.
Concerning the Trustee
The First National Bank of Chicago serves as
trustee with respect to two other series of Debt
Securities outstanding under the Indenture.
<PAGE>
No person has been authorized to
give any information or to make
any representations other than
those contained in this Prospectus
Supplement or the Prospectus and,
if given or made, such information
or representations must not be
relied upon as having been
authorized. This Prospectus
Supplement and the Prospectus do
not constitute an offer to sell or
the solicitation of an offer to
buy any securities other than the
securities described in this
Prospectus Supplement or an offer
to sell or the solicitation of an
offer to buy such securities in
any circumstances in which such
offer or solicitation is unlawful.
Neither the delivery of this
Prospectus Supplement or the
Prospectus nor any sale made
hereunder or thereunder shall,
under any circumstances, create
any implication that the
information contained herein or
therein is correct as of any time
subsequent to the date of such
information.
$200,000,000
The
Procter & Gamble
Company
8% Debentures
due September 1, 2024
Prospectus Supplement
TABLE OF CONTENTS
Prospectus Supplement
Page
Incorporation of Certain Documents
By Reference S-2
Recent Developments S-2
Consolidated Ratio of Earnings
to Fixed Charges S-3
Description of Warrants S-3
Description of Debentures S-4
Prospectus
Available Information 2
Incorporation of Certain Documents
by Reference 2
The Company 3
Use of Proceeds 3
Summary Financial Information 4
Description of Debt Securities 5
Description of Warrants 11
Plan of Distribution 13
Legal Opinions 14
Experts 14
