<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
- -------------------------
<PAGE>
<TABLE>
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
<CAPTION>
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
<S> <C> <C> <C> <C>
<C>
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.
</TABLE>
- 2 -
<PAGE>
<TABLE>
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
<CAPTION>
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
<S> <C> <C> <C> <C>
<C>
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.
</TABLE>
- 3 -
<PAGE>
<TABLE>
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
<CAPTION>
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
<S> <C> <C> <C> <C>
<C>
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.
</TABLE>
- 4 -
<PAGE>
<TABLE>
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
<CAPTION>
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
<S> <C> <C> <C> <C>
<C>
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.
</TABLE>
- 5 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
<TABLE>
SCHEDULE I
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
<CAPTION>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1994
- ---------------------------------------------------------------------------
Identity of Issue Units Cost Fair Value
<S> <C> <C> <C>
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
-------- --------
-------- --------
</TABLE>
- 8 -
<PAGE>
<TABLE>
SCHEDULE II
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
<CAPTION>
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)
<S> <C> <C> <C> <C> <C>
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 - -
</TABLE>
- 9 -
<PAGE>
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 -
<PAGE>
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche 11
<PAGE>
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
- ----------------------
