SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 12, 1994
THE PROCTER & GAMBLE COMPANY
(Exact name of registrant as specified in its charter)
Ohio 1-434 31-0411980
(State of Incorporation) (Commission File Number) (IRS Employer
Identification
Number)
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 983-1100
Exhibit Index - 3 Total Pages - 4
<PAGE>
ITEM 5. OTHER EVENTS
See Item 7 Exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(99) Press Release Issued by Registrant on April 12,
1994.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be singed on its behalf by the
undersigned hereunto duly authorized.
THE PROCTER & GAMBLE COMPANY
/s/E. H. Eaton
__________________________________________
E. H. Eaton, Vice President
and Comptroller
(Principal Accounting Officer)
April 13, 1994
<PAGE>
EXHIBIT INDEX
Exhibit No. Page No.
(99) Press Release Issued by Registrant 4
on April 12, 1994
P&G ANNOUNCES AFTER-TAX CHARGE
______________________________
CINCINNATI, O., April 12, 1994 -- The Procter & Gamble Company announced
today that its third quarter earnings will be reduced by $102 million after
tax due to a one-time charge to close-out two interest rate swap contracts.
These transactions were negatively affected by the recent dramatic increase
in interest rates.
Excluding this one-time charge, the company anticipates that earnings
for the quarter, which will be announced later this month, will be up
approximately 15 percent. This reflects strong volume progress including
record shipments in March, and a continued downtrend in costs.
"It is unfortunate that this one-time charge detracts from the
outstanding progress expected in the company's operating earnings for the
third quarter," said Edwin L. Artzt, chairman and chief executive. "The
company's financial position is strong and the outlook for continued growth
is good.
"Procter & Gamble, like many large corporations, has successfully used
interest rate swaps to manage exposure to interest and exchange rates, and
reduce the cost of borrowing. Unlike the other swaps the company has
historically used, it turned out that the two leveraged swaps in question
were based on highly complex formulas that multiplied the effect of interest
rate increases. These types of transactions are inconsistent with the
company's policy.
"Derivatives like these are dangerous and we were badly burned. We
won't let this happen again," said Artzt. "We have thoroughly reviewed the
company's remaining swap contracts with an outside financial advisor. Based
on this review, we are certain the remaining portfolio is consistent with the
company's policy. We are seriously considering our legal options relative to
Bankers Trust, the financial institution that designed these swaps and
brought them to us."
The results of this review were presented to the company's board of
directors in its regular meeting today. The board concluded that the
company's policies and procedures governing the control of swaps are clear
and adequate; they simply weren't followed in these two isolated swaps.
These policies were most recently reviewed in detail with the board's audit
committee in December, and were reconfirmed today.
The company also announced that its board of directors has elected
Clayton C. Daley (42), currently vice president and comptroller, Procter &
Gamble International, as vice president and treasurer, succeeding Raymond D.
Mains (55) who will be on special assignment reporting to Erik G. Nelson,
senior vice president and chief financial officer.
# # #
Contact: L. L. Ulrey, The Procter & Gamble Company (513) 945-8210
S. L. McHugh, The Procter & Gamble Company (513) 945-8035
