Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE PROCTER & GAMBLE COMPANY
(Exact name of registrant as specified in its charter)
Ohio 31-0411980
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
(513) 983-1100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
THE PROCTER & GAMBLE SHAREHOLDER INVESTMENT PROGRAM
Terry L. Overbey, Secretary
The Procter & Gamble Company
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
(513) 983-4463
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of proposed commencement of sales pursuant to the plan:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
Calculation of Registration Fee
_________________________________________________________________________
Title of Secu- Amount Proposed Maximum Proposed Maximum Amount of
rities to be to be Offering Price Aggregate Offering Registration
Registered Registered Per Share (1) Price (1) Fee
____________ __________ _______________ _________________ ____________
Common Stock 10,000,000 71.125 $711,250,000 $245,259
___________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457 on the basis of the average of the high
and low prices of the Common Stock on the consolidated reporting
system on May 8, 1995.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement contains a combined prospectus that also relates to Registration
Statement No. 33-49111 on Form S-3 previously filed by the Registrant and
declared effective on October 23, 1992.
PROSPECTUS
THE PROCTER & GAMBLE COMPANY
13,595,990 SHARES OF COMMON STOCK (WITHOUT PAR VALUE)
___________
THE PROCTER & GAMBLE SHAREHOLDER INVESTMENT PROGRAM
The Shareholder Investment Program (the "Program") of The Procter & Gamble
Company ("Company") provides eligible investors with a convenient and
economical method of reinvesting cash dividends and making optional cash
payments toward the purchase of shares of The Procter & Gamble Company's
Common Stock ("Common Stock"). Optional cash payments may be made by
check, money order or direct debit of a checking or savings account. In
addition, employees of the Company and certain of its subsidiaries
("Procter & Gamble") may participate through payroll deduction, wherever
possible. J. P. Morgan Securities Inc. ("Agent") is the agent for stock
purchases and sales. An affiliate of the Agent holds the shares acquired
under the Program as custodian, either in its or its nominee's name.
Participants pay any brokerage charges on sales and purchases (and other
costs of purchase) under the Program. Additionally, participants who are
not employees or retirees of Procter & Gamble pay certain administrative
fees to help defray actual costs of maintaining their accounts in the
Program. The cost of shares of Common Stock acquired under the Program is
the average price of all shares purchased for each Investment Period, plus
any brokerage charges and other costs of purchase. The shares may be
purchased on any securities exchange on which they are traded, in the over-
the-counter market, or by negotiated transactions at such prices and on
such terms as the Agent for stock purchases may agree, except that the
price may not exceed the current best offer in the consolidated system as
determined by the Agent. The Agent maintains control over the times when
and the prices at which it purchases shares of Common Stock for the
Program, the amounts of Common Stock to be purchased, the manner in which
shares of Common Stock are purchased and the selection of a broker or
dealer through which purchases may be executed. The Agent has informed the
Company it intends to purchase Common Stock with optional cash payments
under the Program on or about the 15th day of the month, or the following
business day if the 15th is not a business day, and on or about the last
business day of the month. The Agent has also informed the Company it
intends to purchase Common Stock with dividends under the Program on or
about the 15th day of the month, or the following business day if the 15th
is not a business day. "Business day" refers to a day in which both the
Company and the New York Stock Exchange are open. From time to time and
without notice, the Agent may change the dates on which it purchases Common
Stock for the Program.
If you are an employee of Procter & Gamble who wishes to enroll in the
Program through payroll deduction, wherever offered, you must obtain from
your Benefits Center or Personnel Contact an Application/Deduction Change
Form. The original form must be submitted to your Payroll Department with
a copy to the Company's Shareholder Services Department. Shareholders of
record who are not employees using the payroll deduction feature may enroll
by signing an Authorization Form and submitting it to the Company's
Shareholder Services Department. Persons and entities who are not
shareholders of record, other than employees using the payroll deduction
feature, may enroll by completing an Application Form and submitting it to
the Company's Shareholder Services Department. Authorization Forms,
Application Forms and all other Program documents are available from the
Shareholder Services Department of the Company.
The Common Stock is listed on the New York, Cincinnati, Amsterdam, Paris,
Basel, Geneva, Lausanne, Zurich, Frankfurt, Antwerp, Brussels and Tokyo
Stock Exchanges.
To the extent required by applicable law in certain jurisdictions, shares
offered under the Program are offered through the Agent.
It is recommended that this Prospectus be retained for future reference.
______________
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.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________
The date of this Prospectus is _________, 1995.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at Seven World Trade Center, 13th Floor, New York, New York 10048;
and Suite 1400, Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such materials can be obtained by mail
from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy statements and other information concerning the Company may also be
inspected at the offices of The New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005 and the offices of The Cincinnati Stock
Exchange, 400 S. LaSalle Street, 5th Floor, Chicago, Illinois 60605.
The Company has filed with the Commission a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN INFORMATION 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 Notice of Annual Meeting and Definitive Proxy
Statement for the annual meeting of shareholders held on October
11, 1994.
2. The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994.
3. The Company's Quarterly Reports on Form 10-Q for the periods ended
September 30, 1994, December 31, 1994 and March 31, 1995.
4. The Company's Current Report on Form 8-K dated January 26, 1995.
5. All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
registered hereunder. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of the Registration Statement or this
Prospectus to the extent that a statement contained herein, in a Prospectus
Supplement or in any other document subsequently filed with the Commission
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of the Registration Statement or this Prospectus.
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The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the oral or written 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 Mr. Robert J. Thompson, Manager, Shareholder
Services Department, The Procter & Gamble Company, One Procter & Gamble
Plaza, P. O. Box 599, Cincinnati, Ohio 45201, telephone: (800) 742-6253.
THE COMPANY
The Company is primarily a manufacturer and distributor of household
products. Its products are sold throughout the United States and abroad.
The Company is a corporation that was incorporated under the laws of Ohio
in 1905 and was the outgrowth of a business founded in 1837 by William
Procter and James Gamble. The Company's principal executive offices are
located at One Procter & Gamble Plaza, Cincinnati, Ohio 45202, and its
telephone number is (513) 983-1100.
USE OF PROCEEDS
Purchases of Common Stock under the Program will be made in the open market
and the Company will not receive any proceeds under the Program (other than
limited funds received in the form of administrative fees to help offset
actual costs of administering the Program).
TERMS AND CONDITIONS OF THE SHAREHOLDER INVESTMENT PROGRAM
The following is The Shareholder Investment Program of the Company:
OVERVIEW
The Procter & Gamble Company ("Company") Shareholder Investment Program
("Program") replaces the Dividend Reinvestment Plan and Stock Investment
Program formerly maintained by the Company, both of which have been merged
into the Program. If you were a participant in either of these plans you
will be automatically enrolled in the Program, unless you elect not to
continue your participation by providing written notice to the Company as
described below under the heading "CLOSING YOUR ACCOUNT." If you do
nothing, you will be deemed to have accepted all the terms and conditions
of the Program as outlined herein.
The purpose of the Program is to offer eligible participants an opportunity
to buy shares of Common Stock with Common Stock cash dividends and optional
cash payments. The Program is administered by the Company. The Company
also acts as its own transfer agent and dividend paying agent. J. P.
Morgan Securities Inc. ("Agent") is the agent for stock purchases and
sales. An affiliate of the Agent holds the shares acquired under the
Program as custodian, either in its or its nominee's name. Participation
is entirely voluntary. You may join the Program at any time and request
that your account be closed whenever you wish.
ELIGIBILITY
Any person or entity is eligible to enroll in the Program provided that you
satisfy the enrollment procedures described below under the heading "HOW TO
ENROLL," and, in the case of citizens or residents of a country other than
the United States, its territories, and possessions, the Company
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determines, in its sole discretion, participation is reasonably practicable
and does not violate foreign or domestic laws applicable to the Company or
the prospective participant.
HOW TO ENROLL
After being furnished with a copy of the prospectus, any shareholder of
record may enroll in the Program. If you are not already, you may become a
shareholder of record concurrent with enrollment in the Program by
purchasing Common Stock through the Program. Persons and entities who are
not shareholders of record, other than employees using the payroll
deduction feature, may enroll by completing an Application Form and
submitting it to the Company's Shareholder Services Department. If you are
an employee of Procter & Gamble who wishes to enroll in the Program through
payroll deductions, wherever offered, you must obtain from your Benefits
Center or Personnel Contact an Application/Deduction Change Form. The
original form must be submitted to your Payroll Department with a copy to
the Company's Shareholder Services Department. Shareholders of record who
are not employees using the payroll deduction feature may enroll by signing
an Authorization Form and submitting it to the Company's Shareholder
Services Department. Application Forms, Authorization Forms and all other
Program documents may be obtained from the Company's Shareholder Services
Department.
If you are not an employee of Procter & Gamble using the payroll deduction
feature and you wish to become a shareholder of record by purchasing Common
Stock through the Program, in addition to your Application Form, you must
send a first-party check or money order (made payable in U.S. dollars and
drawn on a U.S. bank to The Procter & Gamble Shareholder Investment
Program) for your initial investment or submit a Direct Debit Form
authorizing an automatic withdrawal from your checking or savings account.
The minimum initial investment in the Program by check, money order or
direct debit is the greater of $100 or the price of one share of Common
Stock calculated according to the procedures discussed under the heading
"PURCHASE AND PRICE OF SHARES," plus brokerage charges, administrative fees
and other costs of purchase (see "COST OF THE PROGRAM"). Accordingly, in
determining the amount of your initial investment, you should consider
fluctuations in the market price of shares of Common Stock and the costs of
brokerage charges, administrative fees and other costs of purchase.
Brokerage charges are now approximately $.04 per share, but are subject to
change at any time without prior notice. If you are an employee of Procter
& Gamble, there is no minimum initial investment if you use the payroll
deduction feature.
If you are a beneficial owner of shares of Common Stock registered in
"street name" by a bank or broker, you may become a shareholder of record
by requesting at least one share of Common Stock be re-registered in your
name. You should contact your broker or bank to re-register the share(s).
Once you have become a shareholder of record by re-registering at least one
share of Common Stock, you will receive an Authorization Form from the
Company for enrollment in the Program.
If you already hold shares of Common Stock registered in your name, be sure
to sign your name on the Authorization Form exactly as it appears on your
pre-printed Authorization Form and on your certificates. If you do not
currently hold shares of Common Stock registered in your name, be sure to
sign your name on the Application Form exactly as you want your shares to
be registered.
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Participation in the Program begins when your completed Application Form,
Authorization Form or Application/Deduction Change Form and, if applicable,
an initial investment and other documents are received and accepted by the
Company. Participation will include reinvestment of the next dividend
payment only if the Application Form, Authorization Form or
Application/Deduction Change Form and, if applicable, other materials are
received and accepted by the Company on or before the record date for that
dividend. The record date is usually ten calendar days after a dividend is
declared. Normally, dividends, if any, are declared at the meeting of the
Board of Directors of the Company on the second Tuesday during the months
of January, April, July, and October.
Once you have enrolled, your participation continues automatically unless
terminated by the Company or you request your Program account be closed
(see "TERMINATION" and "CLOSING YOUR ACCOUNT"). If the Company has
terminated your participation in the Program or you have requested your
Program account be closed and you wish to re-enroll, you must complete all
enrollment procedures and satisfy all requirements as if you had never been
a participant.
HOW THE PROGRAM WORKS
By participating in the Program, you authorize the use of some, none or all
of your cash dividends on Common Stock held in certificated form and in the
Program and all of your optional cash payments for the purchase of
additional shares of Common Stock. If your available credits to the
Program do not purchase an exact number of full shares, a fractional share
will be credited to your account. All shares subject to dividend
reinvestment will earn future dividends, which will be reinvested for you
in still more shares of Common Stock, subject to any federal income tax
withholding. Any fractional share receives a proportional amount of
dividends paid.
OPTIONAL CASH PAYMENTS
As an eligible participant, you may invest up to twice per month in
additional Common Stock by sending your personal checks or money orders
(made payable in U.S. dollars and drawn on U.S. banks) to The Procter &
Gamble Shareholder Investment Program. You should include with any
optional cash payment the tear-off Optional Cash Payment Form from your
Program Statement. Failure to submit the tear-off stub with any optional
cash payment may result in a delay in investing that optional cash payment.
At minimum, your optional cash payment must be accompanied by your Program
account number. If your Program account number is not included, your
optional cash payment will be returned to you.
You may also make optional cash payments by authorizing automatic direct
debits of one of your checking or savings accounts. Participants
authorizing direct debits may be charged a set-up fee by their financial
institution, but normal transaction fees, if any, other than charges for
insufficient funds, will be paid by the Company. To use the direct debit
feature, your financial institution must be a member of the American
Clearing House (ACH). If you wish to use this feature, you must complete
and return to the Company's Shareholder Service Department a Direct Debit
Form. If you wish to change any aspect of your direct debit selection, you
must submit to the Company's Shareholder Service Department a Direct Debit
Form with the appropriate changes.
Wherever possible, payroll deduction may be used to purchase shares for
employees of Procter & Gamble. An Application/Deduction Change Form must
be filled out and submitted to your Payroll Department with a copy to the
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Company's Shareholder Services Department. If you wish to change any
aspect of your payroll deduction selection, you must submit an Application/
Deduction Change Form to your Payroll Department with the appropriate
changes.
The minimum optional cash payment by check, money order or direct debit is
$100. There is no minimum optional cash payment for employees of Procter &
Gamble who elect to use the payroll deduction feature. You may make
optional cash payments of up to a total of $120,000 in a calendar year.
There is no obligation to make optional cash payments at any time.
Optional cash payments in excess of the $120,000 limit for any calendar
year or below the $100 minimum will be returned to you.
DIVIDEND REINVESTMENT
You may choose to reinvest some, none or all of your cash dividends on the
certificated shares of Common Stock registered in your name and the shares
of Common Stock held in your Program account by notifying the Company's
Shareholder Services Department in writing. If you elect to reinvest only
a portion of your cash dividends, you must designate the number of shares,
the percentage of your total dividends, or a specified dollar amount for
which you wish cash dividends to be reinvested. Dividends not reinvested
will be paid to you by check.
You may also elect to have your cash dividends deposited by the Company
directly into one of your bank accounts. To select this option, you should
submit to the Shareholder Services Department of the Company a Direct
Deposit Form.
From time to time, you may change the proportion of dividends to be
reinvested by notifying the Company's Shareholder Services Department in
writing. To be effective, any change in dividend election must be received
and accepted by the Company's Shareholder Services Department on or before
the record date for such dividend (see the heading "HOW TO ENROLL" for a
description of determination of record dates).
INVESTMENT PERIODS
The Agent maintains control over the times when and the prices at which it
purchases shares of Common Stock for the Program, the amounts of Common
Stock to be purchased, the manner in which shares of Common Stock are to be
purchased and the selection of a broker or dealer through which purchases
may be executed. The Agent has informed the Company it intends to purchase
Common Stock with optional cash payments under the Program on or about the
15th of the month, or the following business day if the 15th is not a
business day, and on or about the last business day of the month (each an
"Investment Date"). The Agent has also informed the Company it intends to
purchase Common Stock with dividends under the Program on or about the 15th
of the month, or the following business day if the 15th is not a business
day (each also an "Investment Date"). "Business day" refers to a day on
which both the Company and The New York Stock Exchange are open. From time
to time and without notice, the Agent may change the Investment Dates. In
certain circumstances, the Agent may spread purchases for the Program over
two or more days (an "Investment Period," which also includes "Investment
Dates").
Payments received by the Company on or after 48 hours prior to the
completion of any Investment Period may be held until the next Investment
Period. NO INTEREST WILL BE PAID BY THE COMPANY OR THE AGENT ON ANY FUNDS
HELD. Refunds will be made of any optional cash payments not already
invested if a written request is received by the Company not less than 48
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hours before the completion of the next Investment Period or if the
optional cash payment is not invested within 35 days of receipt of the
optional cash payment by the Company. Dividends not invested within 30
days of the dividend date will also be refunded. No refund of a check or
money order will be made until the funds have been actually received by the
Company. Accordingly, such refunds may not reach you for up to two weeks
from the date the request is received.
PURCHASE AND PRICE OF SHARES
Purchases will be made by the Agent and may be made on any securities
exchange on which such shares are traded, in the over-the-counter market or
by negotiated transactions, and may be subject to such terms of price,
delivery, etc., as the Agent may agree, except that the price may not
exceed the current best offer in the consolidated system. The Agent may
commingle your funds with those of other participants for the purpose of
executing purchases. The Company has no control over the times when and
the prices at which the Agent purchases shares of Common Stock for the
Program, the amounts of shares of Common Stock to be purchased, the manner
in which shares are to be purchased and the selection of a broker or dealer
through which purchases may be executed.
The cost per share of Common Stock purchased for your Program account will
be the average price of all shares purchased to satisfy Program
requirements for any Investment Period, plus any brokerage charges,
administrative fees and other costs of purchase.
Dividend and voting rights on purchased shares of Common Stock will
commence upon settlement.
COST OF THE PROGRAM
Program accounts maintained by participants who are not employees or
retirees of Procter & Gamble will be charged administrative fees to help
defray actual costs of the Program ("Administrative Fees"). The
Administrative Fees are $1.00 per sale and five percent (5%) of any
purchase up to a maximum of $1.00 per purchase, including purchases with
reinvested dividends. Accounts maintained by participants who are
employees or retirees of Procter & Gamble will not be charged any
Administrative Fees. All participants will be charged brokerage charges on
sales and purchases and other costs of purchase, none of which will be
retained by the Company. Current brokerage charges on sales and purchases
and other costs of purchase are approximately $.04 per share, but are
subject to change at any time without prior notice. Because purchases and
sales for all Program participants are consolidated, your proportional
share of brokerage charges and other costs of purchase should be lower than
the costs you would normally pay for individual purchases outside the
Program.
RECORDS
The Company will send you a detailed statement for each month in which your
Program account has activity. This statement will describe all
transactions for the calendar year-to-date. Participants who are employees
of Procter & Gamble whose only transactions are payroll deductions will
receive statements only once per quarter. Confirmation of payroll
deductions for those employees who have selected this feature will be
provided on the employee's pay check stub. At a participant's request, the
Company will provide replacement statements. The cost of a replacement
statement for participants who are not employees or retirees of Procter &
Gamble is $5.00 per request. A first-party check or money order must be
made payable to The Procter & Gamble Shareholder Investment Program and
must accompany the written request.
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You will also receive copies of the communications sent to all other
holders of record of Common Stock. All notices, statements and reports
will be sent to your last known address. Many States have enacted
abandoned property laws which may require the Company or the Agent to remit
to the State all stock and dividends held in those Program accounts for
which the owner cannot be located. Accordingly, you should promptly notify
the Shareholder Services Department of the Company of any change of
address.
SHARE CERTIFICATES AND SHARE SAFEKEEPING
All shares purchased for your Program account are held by an affiliate of
the Agent or its nominee. At the time of enrollment in the Program, or at
any later time, you may deposit any of your Common Stock certificates with
the Company. Shares of Common Stock represented by surrendered
certificates will be transferred into the name of the Agent's affiliate or
its nominee and credited to your Program account. Thereafter, such shares
will be treated in the same manner as shares purchased through the Program.
By using the Program's share safekeeping service, you no longer bear the
risk associated with loss, theft or destruction of stock certificates.
Also, because shares deposited are treated in the same manner as shares
purchased through the Program, they may be transferred or sold through the
Program. For tax purposes, it is important that you keep records of the
original purchase price of these shares for subsequent gain or loss
calculations.
If you wish to deposit Common Stock certificates with the Company, you must
complete and return to the Company's Shareholder Services Department, by
registered mail, return receipt requested, the Common Stock certificates to
be deposited, along with a properly completed Share Safekeeping Form or a
letter of instructions. The certificates should not be endorsed.
Shares held in Program accounts may not be pledged. Any shares of Common
Stock you wish to pledge must be converted to certificated shares. If you
make a written request to the Company, certificates for some or all of the
full shares credited to your account, including any shares deposited under
the share safekeeping feature, will be sent to you.
SALE OF SHARES
At any time, you may request that the Agent sell some or all of the shares
of Common Stock credited to your Program account by sending a Sale Request
Form to the Company's Shareholder Services Department. The minimum sale is
one Share of Common Stock, unless you are closing your account. The Agent
will sell the requested shares of Common Stock within the next three
business days after receipt of your instructions, unless such receipt
occurs during the four-day period prior to the dividend record date (the
"ex-dividend period") in which case the sale will occur as soon as
practicable after the ex-dividend period. Sales of your shares may be made
on any securities exchange on which Shares of Common Stock are traded, in
the over-the-counter market, or by negotiated transactions, and may be
subject to such terms of price, delivery, etc., as the Agent may agree.
You will receive proceeds of sales of your shares of Common Stock based
upon the average price of all shares sold on the particular sale date, less
any brokerage charges, which are currently $.04 per share, administrative
fees, any other costs of sale, and any required federal tax withholding, if
applicable. Proceeds of the sales will be paid by check. A request to
sell all shares held in a Program account of a participant who is not an
employee using the payroll deduction feature will be treated as a request
from the participant to close his or her Program account.
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CLOSING YOUR ACCOUNT
You may request that the Company close your Program account at any time by
giving written notice on a Withdrawal Form. If you are using the payroll
deduction feature, you must also notify your Payroll Department prior to
closing your account via an Application/Deduction Change Form. If the
request to close your account is received by the Company on or after the
record date for a dividend payment, the dividend will be included with the
sales check. Any optional cash payments which had been sent to the Company
prior to the request to withdraw from the Program will be invested unless
return of the optional cash payment is expressly requested in the request
for withdrawal and the request for withdrawal is received at least 48 hours
prior to the completion of the next Investment Period.
Upon withdrawal, you may receive a certificate for the number of full
shares of Common Stock credited to your Program account and a check for any
fractional share. Any fractional share will be aggregated with other
shares to be sold under the Program on a particular day. The price you
will receive for any fractional share will be calculated pursuant to the
procedures outlined under the heading "SALE OF SHARES." If you prefer, all
shares held for you will be sold and you will receive a check for the net
proceeds pursuant to the procedures outlined under "SALE OF SHARES." If
your request to close your Program account does not contain instructions
regarding the disposition of your shares, all your shares will be sold.
After your Program account has been closed, if you wish to re-enroll, you
must satisfy all enrollment and eligibility procedures as discussed under
the headings "ELIGIBILITY" and "HOW TO ENROLL."
TERMINATION
The Company reserves the right to terminate your participation in the
Program if your Program account balance falls below one whole share of
Common Stock for a period of six months or more. If the Company terminates
your participation for this reason, you will receive a check for your
fractional share in the same manner as if you had chosen to close your
account in the Program. After your participation in the Program has
terminated, no further investments may be made without re-enrolling in the
Program pursuant to the procedures outlined under the headings
"ELIGIBILITY" and "HOW TO ENROLL."
The Company reserves the right to amend or terminate the Program at any
time and, upon any termination, to take appropriate action required to
cause a distribution to you of all whole shares, the cash value of any
fractional share, and any cash held in your account.
TAX INFORMATION
Although your dividends will be reinvested, they are subject to income tax
as if they were paid to you in cash. You may also be subject to income tax
on gains resulting from sales of your shares. You should consult with your
own tax adviser concerning your personal tax situation.
In addition to your periodic statements, you will also receive after the
end of each calendar year a statement summarizing all the transactions in
your account for that year. You should retain this statement for income
tax purposes. Further, after the end of each calendar year you will be
sent an Information Return summarizing dividends paid (i.e. a 1099-DIV or
1042S) to you during the prior year and an Information Return summarizing
gross sales transactions (i.e. 1099-B) during the prior year, if any. The
Program must provide copies of these Information Returns to the U. S.
Internal Revenue Service.
- 9 -
Although the Company makes efforts to assist Program participants by
providing periodic statements and other reports, Program participants have
the ultimate responsibility for maintaining their own records for tax and
other purposes.
VOTING
You will be given the opportunity to vote the total number of shares held
in your Program account as of the record date for any shareholder vote.
STOCK DIVIDENDS AND SPLITS
Appropriate adjustments in the number of shares of Common Stock registered
under the Program will be made to give effect to any stock splits, stock
dividends or similar changes in the Common Stock occurring after June 28,
1995. Any stock dividends or split shares distributed by the Company on
shares of its Common Stock held by the affiliate of the Agent or its
nominee for you will be credited to your account. In the event the Company
makes available to its holders of Common Stock rights to purchase
additional shares, debentures, or other securities, the Agent will sell
rights accruing to shares held by its affiliate or its nominee for
participants and invest the resulting funds in additional shares of Common
Stock for the account of each participant during the next Investment Period
following receipt of such funds. Accordingly, if you wish to exercise any
such rights, you should request the Company to issue certificates for
shares held in your account to receive such rights directly.
LIABILITY
Neither the Company nor the Agent shall be liable under the Program for any
act done in good faith or any good faith omission to act including, without
limitation, any claims for liability (1) arising out of failure to
terminate the participant's participation in the Program upon the
participant's death; (2) with respect to the prices at which shares are
purchased or sold for a participant's account and the times at which
purchases or sales are made; and (3) in connection with the value of shares
after their purchase by the Agent.
THE PROGRAM DOES NOT REPRESENT A CHANGE IN THE DIVIDEND POLICY OF THE
COMPANY, WHICH WILL CONTINUE TO DEPEND ON EARNINGS, FINANCIAL REQUIREMENTS
AND OTHER FACTORS. SHAREHOLDERS WHO DO NOT WISH TO PARTICIPATE IN THE
PROGRAM WILL CONTINUE TO RECEIVE CASH DIVIDENDS, AS DECLARED, BY CHECK, IN
THE USUAL MANNER.
THE COMPANY CANNOT ASSURE YOU OF A PROFIT OR PROTECT YOU AGAINST A LOSS ON
SHARES OF COMMON STOCK PURCHASED UNDER THE PROGRAM.
GOVERNING LAW
The terms and conditions of the Program and its operation shall be governed
by the laws of the State of Ohio without regard to the choice of law
provisions of the State of Ohio, whether common law or statutory.
CORRESPONDENCE
All inquiries regarding the Shareholder Investment Program should be
addressed to:
(For U.S. Mail)
The Procter & Gamble Company
Shareholder Services Department
Shareholder Investment Program
P. O. Box 599
Cincinnati, OH 45201
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(For Delivery Services)
The Procter & Gamble Company
Shareholder Services Department
One Procter & Gamble Plaza
Cincinnati, OH 45202
Phone: (800) 742-6253 (within U.S. only) or (513) 983-5688
DESCRIPTION OF CAPITAL STOCK
The Company's Amended Articles of Incorporation authorize the issuance of
2,000,000,000 shares of Common Stock, 600,000,000 shares of Class A
Preferred Stock and 200,000,000 shares of Class B Preferred Stock all of
which are without par value. The holders of Common Stock and Class A
Preferred Stock are entitled to one non-cumulative vote per share on each
matter submitted to a vote of shareholders. The holders of Class B
Preferred Stock are not entitled to vote other than as provided by law.
The holders of Class A Preferred Stock and Class B Preferred Stock have the
right to receive dividends prior to the payment of dividends on the Common
Stock. The Board of Directors of the Company (the "Board"), which is
divided into three classes, has the power to determine certain terms
relative to any Class A Preferred Stock and Class B Preferred Stock to be
issued, such as the power to establish different series and to set dividend
rates, the dates of payment of dividends, the cumulative dividend rights
and dates, redemption rights and prices, sinking fund requirements,
restrictions on the issuance of such shares or any series thereof,
liquidation price and conversion rights. Also, the Board may fix such
other express terms as may be permitted or required by law. In the event
of any liquidation, dissolution or winding up, the holders of the Common
Stock are entitled to receive as a class, pro rata, the residue of the
assets after payment of the liquidation price to the holders of Class A
Preferred Stock and Class B Preferred Stock.
The Board has determined the terms of shares of Class A Preferred Stock
issued as Series A ESOP Convertible Class A Preferred Stock, which can only
be held by an employee stock ownership plan or other benefit plan of the
Company. Upon transfer of Series A ESOP Convertible Stock to any other
person, such transferred shares shall be automatically converted into
shares of Common Stock. Each share of Series A ESOP Convertible Class A
Preferred Stock has a cumulative dividend of $2.03 per year and a
liquidation price of $27.50 per share (as adjusted for the stock splits on
October 20, 1989 and May 15, 1992), is redeemable by the Company or the
holder, is convertible at the option of the holder into one share of the
Company's Common Stock and has certain anti-Dilution protections associated
with the conversion rights. Appropriate adjustments to dividends and
liquidation price will be made to give effect to any stock splits, stock
dividends or similar changes to the Series A ESOP Convertible Class A
Preferred Stock.
The Board has also determined the terms of shares of Class A Preferred
Stock issued as Series B ESOP Convertible Class A Preferred Stock. Each
share of Series B ESOP Convertible Class A Preferred Stock has a cumulative
dividend of $4.12 per year and a liquidation price of $52.24 per share, (as
adjusted for the stock split on May 15, 1992) is redeemable by the Company
or the holder under certain circumstances, is convertible at the option of
the holder into one share of the Company's Common Stock and has certain
anti-dilution protections associated with the conversion rights.
- 11 -
Appropriate adjustments to dividends and liquidation price will be made to
give effect to any stock splits, stock dividends or similar changes to the
Series B ESOP Convertible Class A Preferred Stock.
No shares of Class B Preferred Stock are currently issued.
All of the issued shares of Common Stock of the Company are fully paid and
non-assessable. Common Stock does not have any conversion rights and is
not subject to any redemption provisions. No holder of shares of any class
of Capital Stock has or shall have any right, pre-emptive or other, to
subscribe for or to purchase from the Company any of the shares of any
class of the Company hereafter issued or sold. No shares of any class of
Capital Stock are subject to any sinking fund provisions or to calls,
assessments by, or liabilities of the Company.
The Amended Articles of Incorporation provide that action submitted to
shareholders may be taken if approved by a majority of shares entitled to
vote thereon, except that certain transactions require the affirmative vote
of holders of at least 80% of the outstanding shares of stock entitled to
vote thereon, considered for this purpose to be voting as one class. Such
transactions include certain repurchases of the Company's shares from,
mergers or consolidations with, sales, leases, exchanges, transfers or
other dispositions by the Company of substantial assets to or with, the
purchase by the Company of assets or securities having an aggregate fair
market value of less than $50,000,000 from, the issuance or transfer of any
of the Company's securities to, the adoption of any plan for dissolution,
liquidation, spin-off, split-up of the Company or recapitalization or
reclassification of any securities of the Company, proposed by or on behalf
of, and other material transactions with a person (except one of the
Company's employee benefit plans) who owns more than 5% of the Company's
outstanding shares of stock entitled to vote generally in the election of
Directors. Amendments to the Amended Articles of Incorporation which
change the super majority voting provisions must also be approved by 80% of
the outstanding shares entitled to vote thereon. The super majority voting
provisions remain in effect until the date of the annual shareholders
meeting in the year 2000.
LEGAL OPINION
The legality of the shares of Common Stock offered hereby has been passed
upon for the Company by Chris B. Walther, Esq., Counsel, The Procter &
Gamble Company. Mr. Walther is a contingent owner of shares of Common
Stock and may be a participant in the Program.
EXPERTS
The consolidated financial statements and financial statement schedules of
the Company and its subsidiaries incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their reports
which are incorporated herein by reference, and have been so incorporated
in reliance upon such reports given upon the authority of that firm as
experts in auditing and accounting.
OTHER
John G. Smale, a member of the Board of Directors of the Company, is a
member of the Board of Directors of J. P. Morgan & Co. Incorporated, of
which J. P. Morgan Securities Inc. is an indirect subsidiary.
- 12 -
__________ __________
__________ __________
NO PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED OR INCORPORATED 13,595,990 SHARES OF COMMON
BY REFERENCE IN THIS PROSPECTUS AND STOCK (WITHOUT PAR VALUE) OF
IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE THE PROCTER & GAMBLE COMPANY
RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES TO PARTICIPANTS IN THE
NOT CONSTITUTE AN OFFER TO SELL PROCTER & GAMBLE
OR THE SOLICITATION OF AN OFFER TO SHAREHOLDER INVESTMENT
BUY ANY SECURITIES OTHER THAN THE PROGRAM
SECURITIES DESCRIBED IN THIS
PROSPECTUS, 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 NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION
CONTAINED OR INCORPORATED BY
REFERENCE HEREIN OR THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE OF SUCH INFORMATION.
_______________
TABLE OF CONTENTS
PROSPECTUS
PAGE
____
Available Information . . . . . . . 2 PROCTER & GAMBLE LOGO
Incorporation of Certain
Information by Reference . . . . . 2
The Company . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . 3
Terms and Conditions of the
Shareholder Investment Program . . 3
Overview . . . . . . . . . . . . 3
Eligibility . . . . . . . . . . 3
How to Enroll . . . . . . . . . 4
How the Program Works . . . . . 5
Optional Cash Payments . . . . . 5
Dividend Reinvestment . . . . . 6
Investment Periods . . . . . . . 6
Purchase and Price of Shares . . 7
Cost of the Program . . . . . . 7
Records . . . . . . . . . . . . 7
- 13 -
Share Certificates and Share
Safekeeping . . . . . . . . . 8
Sale of Shares . . . . . . . . . 8
Closing Your Account . . . . . . 9
Termination . . . . . . . . . . 9
Tax Information . . . . . . . . 9
Voting . . . . . . . . . . . . 10
Stock Dividends and Splits . . 10
Liability . . . . . . . . . . 10
Governing Law . . . . . . . . 10
Correspondence . . . . . . . . 10
Description of Capital Stock . . . 11
Legal Opinion . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . 12
Other . . . . . . . . . . . .. . . 12
____________ ____________
____________ ____________
- 14 -
Part II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of estimated expenses to be
incurred in connection with the shares of Common Stock:
Securities and Exchange Commission
registration fee (actual) 245,259
Printing and engraving expenses 30,000
Accounting fees and expenses 15,000
Legal fees and expenses 15,000
Blue sky and legal investment fees
and expenses 7,000
Miscellaneous 3,000
Total 315,259
Item 15. Indemnification of Directors and Officers.
Section 1701.13(E) of the Ohio Revised Code provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right
of the corporation, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company or a partnership,
joint venture, trust, or other enterprise, against expenses, including
attorney's fees, judgments, fines, and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, if he had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit,
or proceeding by judgment, order, settlement, or conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation
to procure a judgment in its favor, by reason of the fact that he is or was
a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he
acted in good faith and in a manner he reasonably believed to be in or not
II-1
opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any of the following:
(a) Any claim, issue, or matter as to which such person is adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent that, the court of common pleas
or the court in which such action or suit was brought determines, upon
application, that, despite the adjudication of liability, but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court of common pleas or
such other court shall deem proper;
(b) Any action or suit in which the only liability asserted against a
director is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee, member,
manager, or agent has been successful on the merits or otherwise in defense
of any action, suit, or proceeding referred to in division (E)(1) or (2) of
this section, or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses, including attorney's fees, actually
and reasonably incurred by him in connection with the action, suit, or
proceeding.
(4) Any indemnification under division (E)(1) or (2) of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case, upon a determination that indemnification
of the director, trustee, officer, employee, member, manager, or agent is
proper in the circumstances because he has met the applicable standard of
conduct set forth in division (E)(1) or (2) of this section. Such
determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of the
indemnifying corporation who were not and are not parties to or threatened
with any such action, suit, or proceeding referred to in division (E)(1) or
(2) of this section;
(b) If the quorum described in division (E)(4)(a) of this section is not
obtainable or if a majority vote of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation or any person
to be indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which such action, suit,
or proceeding referred to in division (E)(1) or (2) of this section was
brought.
Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or
brought the action or suit by or in the right of the corporation under
division (E)(2) of this section, and, within ten days after receipt of such
notification, such person shall have the right to petition the court of
common pleas or the court in which such action or suit was brought to
review the reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission that is the
subject of an action, suit, or proceeding referred to in division (E)(1) or
II-2
(2) of this section, the articles or the regulations of a corporation
state, by specific reference to this division, that the provisions of this
division do not apply to the corporation and unless the only liability
asserted against a director in an action, suit, or proceeding referred to
in division (E)(1) or (2) of this section is pursuant to section 1701.95 of
the Revised Code, expenses, including attorney's fees, incurred by a
director in defending the action, suit, or proceeding shall be paid by the
corporation as they are incurred, in advance of the final disposition of
the action, suit, or proceeding, upon receipt of an undertaking by or on
behalf of the director in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing evidence in
a court of competent jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the action,
suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a director, trustee,
officer, employee, member, manager, or agent in defending any action, suit,
or proceeding referred to in division (E)(1) or (2) of this section, may be
paid by the corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding as authorized by the
directors in the specific case, upon receipt of an undertaking by or on
behalf of the director, trustee, officer, employee, member, manager, or
agent to repay such amount, if it ultimately is determined that he is not
entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall not be exclusive
of, and shall be in addition to, any other rights granted to those seeking
indemnification under the articles or the regulations or any agreement,
vote of shareholders or disinterested directors, or otherwise, both as to
action in their official capacities and as to action in another capacity
while holding their offices or positions, and shall continue as to a person
who has ceased to be a director, trustee, officer, employee, member,
manager, or agent and shall inure to the benefit of the heirs, executors,
and administrators of such a person.
(7) A corporation may purchase and maintain insurance or furnish similar
protection, including, but not limited to, trust funds, letters of credit,
or self-insurance, on behalf of or for any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has a
financial interest.
(8) The authority of a corporation to indemnify persons pursuant to
division (E)(1) or (2) of this section does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions (E)(5), (6), and (7)
of this section. Divisions (E)(1) and (2) of this section do not create any
II-3
obligation to repay or return payments made by the corporation pursuant to
divisions (E)(5), (6), or (7).
(9) As used in this division, references to 'corporation' include all
constituent entities in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer,
employee, member, manager, or agent of such a constituent entity, or is or
was serving at the request of such constituent entity as a director,
trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited
liability company, or a partnership, joint venture, trust, or other
enterprise, shall stand in the same position under this section with
respect to the new or surviving corporation as he would if he had served
the new or surviving corporation in the same capacity.
Section 1701.13 (F)(7) of the Ohio Revised Code provides as follows:
(F) In carrying out the purposes stated in its articles and subject to
limitations prescribed by law or in its articles, a corporation may:
(7) Resist a change or potential change in control of the corporation if
the directors by a majority vote of a quorum determine that the change or
potential change is opposed to or not in the best interests of the
corporation:
(a) Upon consideration of the interests of the corporation's shareholders
and any of the matters set forth in division (E) of section 1701.59 of the
Revised Code; or
(b) Because the amount or nature of the indebtedness and other
obligations to which the corporation or any successor or the property of
either may become subject in connection with the change or potential change
in control provides reasonable grounds to believe that, within a reasonable
period of time, any of the following would apply:
(i) The assets of the corporation or any successor would be or become
less than its liabilities plus its stated capital, if any;
(ii) The corporation or any successor would be or become insolvent;
(iii) Any voluntary or involuntary proceeding under the federal
bankruptcy laws concerning the corporation or any successor would be
commenced by any person.
Section 1701.59 of the Ohio Revised Code provides as follows:
(A) Except where the law, the articles, or the regulations require action
to be authorized or taken by shareholders, all of the authority of a
corporation shall be exercised by or under the direction of its directors.
For their own government, the directors may adopt bylaws that are not
inconsistent with the articles or the regulations. The selection of a time
frame for the achievement of corporate goals shall be the responsibility of
the directors.
(B) A director shall perform his duties as a director, including his
duties as a member of any committee of the directors upon which he may
serve, in good faith, in a manner he reasonably believes to be in or not
opposed to the best interests of the corporation, and with the care that an
ordinarily prudent person in a like position would use under similar
circumstances. In performing his duties, a director is entitled to rely on
II-4
information, opinions, reports, or statements, including financial
statements and other financial data, that are prepared or presented by:
(1) One or more directors, officers, or employees of the corporation who
the director reasonably believes are reliable and competent in the matters
prepared or presented;
(2) Counsel, public accountants, or other persons as to matters that the
director reasonably believes are within the person's professional or expert
competence;
(3) A committee of the directors upon which he does not serve, duly
established in accordance with a provision of the articles or the
regulations, as to matters within its designated authority, which committee
the director reasonably believes to merit confidence.
(C) For purposes of division (B) of this section:
(1) A director shall not be found to have violated his duties under
division (B) of this section unless it is proved by clear and convincing
evidence that the director has not acted in good faith, in a manner he
reasonably believes to be in or not opposed to the best interests of the
corporation, or with the care that an ordinarily prudent person in a like
position would use under similar circumstances, in any action brought
against a director, including actions involving or affecting any of the
following:
(a) A change or potential change in control of the corporation, including
a determination to resist a change or potential change in control made
pursuant to division (F)(7) of section 1701.13 of the Revised Code;
(b) A termination or potential termination of his service to the
corporation as a director;
(c) His service in any other position or relationship with the
corporation.
(2) A director shall not be considered to be acting in good faith if he
has knowledge concerning the matter in question that would cause reliance
on information, opinions, reports, or statements that are prepared or
presented by the persons described in divisions (B)(1) to (3) of this
section to be unwarranted.
(3) Nothing contained in this division limits relief available under
section 1701.60 of the Revised Code.
(D) A director shall be liable in damages for any action he takes or
fails to take as a director only if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to
act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation. Nothing contained in this division
affects the liability of directors under section 1701.95 of the Revised
Code or limits relief available under section 1701.60 of the Revised Code.
This division does not apply if, and only to the extent that, at the time
of a director's act or omission that is the subject of complaint, the
articles or the regulations of the corporation state by specific reference
to this division that the provisions of this division do not apply to the
corporation.
II-5
(E) For purposes of this section, a director, in determining what he
reasonably believes to be in the best interests of the corporation, shall
consider the interests of the corporation's shareholders and, in his
discretion, may consider any of the following:
(1) The interests of the corporation's employees, suppliers, creditors,
and customers;
(2) The economy of the state and nation;
(3) Community and societal considerations;
(4) The long-term as well as short-term interests of the corporation and
its shareholders, including the possibility that these interests may be
best served by the continued independence of the corporation.
(F) Nothing contained in division (C) or (D) of this section affects the
duties of either of the following:
(1) A director who acts in any capacity other than his capacity as a
director;
(2) A director of a corporation that does not have issued and outstanding
shares that are listed on a national securities exchange or are regularly
quoted in an over-the-counter market by one or more members of a national
or affiliated securities association, who votes for or assents to any
action taken by the directors of the corporation that, in connection with a
change in control of the corporation, directly results in the holder or
holders of a majority of the outstanding shares of the corporation
receiving a greater consideration for their shares than other shareholders.
Section 1701.95 of the Ohio Revised Code provides as follows:
(A)(1) In addition to any other liabilities imposed by law upon directors
of a corporation and except as provided in division (B) of this section,
directors shall be jointly and severally liable to the corporation as
provided in division (A)(2) of this section if they vote for or assent to
any of the following:
(a) The payment of a dividend or distribution, the making of a
distribution of assets to shareholders, or the purchase or redemption of
the corporation's own shares, contrary in any such case to law or the
articles;
(b) A distribution of assets to shareholders during the winding up of the
affairs of the corporation, on dissolution or otherwise, without the
payment of all known obligations of the corporation, or without making
adequate provision for their payment;
(c) The making of a loan, other than in the usual course of business, to
an officer, director, or shareholder of the corporation, other than in
either of the following cases: (i) In the case of a savings and loan
association or of a corporation engaged in banking or in the making of
loans generally; (ii) At the time of the making of the loan, a majority of
the disinterested directors of the corporation voted for the loan and,
taking into account the terms and provisions of the loan and other relevant
factors, determined that the making of the loan could reasonably be
expected to benefit the corporation.
II-6
(2)(a) In cases under division (A)(1)(a) of this section, directors shall
be jointly and severally liable up to the amount of the dividend,
distribution, or other payment, in excess of the amount that could have
been paid or distributed without violation of law or the articles but not
in excess of the amount that would inure to the benefit of the creditors of
the corporation if it was insolvent at the time of the payment or
distribution or there was reasonable ground to believe that by such action
it would be rendered insolvent, plus the amount that was paid or
distributed to holders of shares of any class in violation of the rights of
holders of shares of any other class.
(b) In cases under division (A)(1)(b) of this section, directors shall be
jointly and severally liable to the extent that the obligations of the
corporation that are not otherwise barred by statute are not paid, or for
the payment of which adequate provision has not been made.
(c) In cases under division (A)(1)(c) of this section, directors shall be
jointly and severally liable for the amount of the loan with interest on it
at the rate set forth in section 1343.03 of the Revised Code until the
amount has been paid.
(B)(1) A director is not liable under division (A)(1) (a) or (b) of this
section if, in determining the amount available for any dividend, purchase,
redemption, or distribution to shareholders, he in good faith relied on a
financial statement of the corporation prepared by an officer or employee
of the corporation in charge of its accounts or certified by a public
accountant or firm of public accountants, or in good faith he considered
the assets to be of their book value, or he followed what he believed to be
sound accounting and business practice.
(2) A director is not liable under division (A)(1)(c) of this section for
making any loan to, or guaranteeing any loan to or other obligation of, an
employee stock ownership plan, as defined in section 4975(e)(7) of the
Internal Revenue Code.
(C) A director who is present at a meeting of the directors or a
committee of the directors at which action on any matter is authorized or
taken and who has not voted for or against the action shall be presumed to
have voted for the action unless his written dissent from the action is
filed, either during the meeting or within a reasonable time after the
adjournment of the meeting, with the person acting as secretary of the
meeting or with the secretary of the corporation.
(D) A shareholder who knowingly receives any dividend, distribution, or
payment made contrary to law or the articles shall be liable to the
corporation for the amount received by him that is in excess of the amount
which could have been paid or distributed without violation of law or the
articles.
(E) A director against whom a claim is asserted under or pursuant to this
section and who is held liable on the claim shall be entitled to
contribution, on equitable principles, from other directors who also are
liable. In addition, any director against whom a claim is asserted under or
pursuant to this section or who is held liable shall have a right of
contribution from the shareholders who knowingly received any dividend,
distribution, or payment made contrary to law or the articles, and such
shareholders as among themselves shall also be entitled to contribution in
proportion to the amounts received by them respectively.
II-7
(F) No action shall be brought by or on behalf of a corporation upon any
cause of action arising under division (A)(1)(a) or (b) of this section at
any time after two years from the day on which the violation occurs.
(G) Nothing contained in this section shall preclude any creditor whose
claim is unpaid from exercising such rights as he otherwise would have by
law to enforce his claim against assets of the corporation paid or
distributed to shareholders.
(H) The failure of a corporation to observe corporate formalities
relating to meetings of directors or shareholders in connection with the
management of the corporation's affairs shall not be considered a factor
tending to establish that the shareholders have personal liability for
corporate obligations.
Section 8 of Article III of the Company's Regulations provides as
follows:
Section 8. Indemnification of Directors and Officers. The Company shall
indemnify each present and future Director and officer, his heirs,
executors and administrators against all costs, expenses (including
attorneys' fees), judgments, and liabilities, reasonably incurred by or
imposed on him in connection with or arising out of any claim or any
action, suit or proceeding, civil or criminal, in which he may be or become
involved by reason of his being or having been a Director or officer of the
Company, or of any of its subsidiary companies, or of any other company in
which he served or serves as a Director or officer at the request of the
Company, irrespective of whether or not he continues to be a Director or an
officer at the time he incurs or becomes subjected to such costs, expenses
(including attorneys' fees), judgments, and liabilities; but such
indemnification shall not be operative with respect to any matter as to
which in any such action, suit or proceeding he shall have been finally
adjudged to have been derelict in the performance of his duties as such
Director or officer. Such indemnification shall apply when the adjudication
in such action, suit or proceeding is otherwise than on the merits and also
shall apply when a settlement or compromise is effected, but in such cases
indemnification shall be made only if the Board of Directors of the
Company, acting at a meeting at which a majority of the quorum of the Board
is unaffected by self interest, shall find that such Director or officer
has not been derelict in the performance of his duty as such Director or
officer with respect to the matter involved, and shall adopt a resolution
to that effect and in cases of settlement or compromise shall also approve
the same; in cases of settlement or compromise such indemnification shall
not include reimbursement of any amounts which by the terms of the
settlement or compromise are paid or payable to the Company itself by the
Director or officer (or in the case of a Director or officer of a
subsidiary or another company in which such Director or officer is serving
at the request of the Company any amounts paid or payable by such Director
or officer to such company). If the Board of Directors as herein provided
refuses or fails to act or is unable to act due to the self interest of
some or all of its members, the Company at its expense shall obtain the
opinion of counsel and indemnification shall be had only if it is the
opinion of such counsel that the Director or officer has not been derelict
in the performance of his duties as such Director or officer with respect
to the matter involved.
The right of indemnification provided for in this section shall not be
exclusive of other rights to which any Director or officer may be entitled
as a matter of law and such rights, if any, shall also inure to the benefit
of the heirs, executors or administrators of any such Director or officer.
II-8
The Company's Directors, officers and certain other key employees of the
Company are insured by directors and officers liability insurance policies.
The Company pays the premiums for this insurance. The Company's basic
directors and officers liability insurance provides coverage up to an
annual aggregate liability limitation of $25,000,000, and this policy is
specifically incorporated herein by reference to Exhibit (99-1) of the
Company's Annual Report on Form 10-K for the fiscal year ended June 30,
1994. The Company has also contracted for excess directors and officers
liability insurance coverage with an annual aggregate liability limitation
of $75,000,000, and the relevant policies are specifically incorporated
herein by reference to Exhibits (99-2) and (99-3) of the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1994.
The Company's Directors, officers and certain other key employees of the
Company are insured against liabilities arising under the Employee
Retirement Income Security Act of 1974 and certain other liabilities by
fiduciary responsibility insurance with an annual aggregate liability
limitation of $30,000,000. This policy is specifically incorporated herein
by reference to Exhibit (99-4) of the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1994.
ITEM 16. EXHIBITS
Exhibit No. Description
___________ ___________
*(4)(a) --Amended Articles of Incorporation.
**(4)(b) --Regulations.
(5) --Opinion of Chris B. Walther, Esq., Counsel of
the Company, as to the legality of the Securities being
registered.
(23)(a) --Consent of Deloitte & Touche LLP.
(23)(b) --Consent of Chris B. Walther, Esq. is contained in his
opinion filed as Exhibit (5).
______________________
* Incorporated by reference to Exhibit (3-1) of the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1993.
** Incorporated by reference to Exhibit (3-2) of the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1993.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
II-9
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering; and
(b) For purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati, State of Ohio, on May
9, 1995.
THE PROCTER & GAMBLE COMPANY
By /S/EDWIN L. ARTZT
------------------------
Edwin L. Artzt
Chairman of the Board and Chief Executive
II-10
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 9, 1995.
Signature Title
/S/EDWIN L. ARTZT
- -------------------- Chairman of the Board and Chief Executive and
Edwin L. Artzt Director (Principal Executive Officer)
/S/ERIK G. NELSON
- -------------------- Senior Vice President (Principal Financial
Erik G. Nelson Officer)
/S/EDWIN H. EATON, JR.
- -------------------- Vice President and Comptroller (Principal
Edwin H. Eaton, Jr. Accounting Officer)
/S/DAVID M. ABSHIRE
- --------------------
David M. Abshire Director
/S/NORMAN R. AUGUSTINE
- --------------------
Norman R. Augustine Director
/S/DONALD R. BEALL
- --------------------
Donald R. Beall Director
/S/GORDON F. BRUNNER
- --------------------
Gordon F. Brunner Director
/S/RICHARD B. CHENEY
- ---------------------
Richard B. Cheney Director
/S/HARALD EINSMANN
- --------------------
Harald Einsmann Director
/S/RICHARD J. FERRIS
- --------------------
Richard J. Ferris Director
II-11
/S/JOSEPH T. GORMAN
- -------------------
Joseph T. Gorman Director
/S/DURK I. JAGER
- -------------------
Durk I. Jager Director
- -------------------
Jerry R. Junkins Director
/S/JOSHUA LEDERBERG
- -------------------
Joshua Lederberg Director
/S/CHARLES R. LEE
- -------------------
Charles R. Lee Director
/S/LYNN M. MARTIN
- ------------------
Lynn M. Martin Director
/S/JOHN E. PEPPER
- -------------------
John E. Pepper Director
/S/JOHN G. SMALE
- -------------------
John G. Smale Director
/S/ROBERT D. STOREY
- --------------------
Robert D. Storey Director
/S/MARINA V. N. WHITMAN
- --------------------
Marina v. N. Whitman Director
II-12
EXHIBIT INDEX
Exhibit No. Description
___________ ___________
*(4)(a) --Amended Articles of Incorporation.
**(4)(b) --Regulations.
(5) --Opinion of Chris B. Walther, Esq., Counsel of
the Company, as to the legality of the Securities being
registered.
(23)(a) --Consent of Deloitte & Touche LLP.
(23)(b) --Consent of Chris B. Walther, Esq. is contained in his
opinion filed as Exhibit (5).
______________________
* Incorporated by reference to Exhibit (3-1) of the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1993.
** Incorporated by reference to Exhibit (3-2) of the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1993.
EXHIBIT (5)
OPINION OF CHRIS B. WALTHER, ESQ.
May 9, 1995
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202
Gentlemen/Mesdames:
This opinion is rendered for use in connection with the Registration
Statement on Form S-3, covering 10,000,000 shares of the Company's issued
and outstanding Common Stock, without par value, to be offered as set forth
in the Registration Statement to participants in the Procter & Gamble
Shareholder Investment Program.
As counsel for the Company, I have examined and am familiar with originals
or copies, certified or otherwise, identified to my satisfaction, of such
statutes, documents, corporate records, certificates of public officials
and other instruments as I have deemed necessary for the purpose of this
opinion, including the Amended Articles of Incorporation, Regulations and
By Laws of the Company, the Procter & Gamble Shareholder Investment
Program, the record of the proceedings of the shareholders and Directors of
the Company and such other instruments which I consider pertinent.
Upon the basis of the foregoing, I am of the opinion that:
(a) The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of Ohio; and
(b) When the Registration Statement shall have been declared effective by
order of the Securities and Exchange Commission, the 10,000,000 shares
referred to above will be duly authorized, legally and validly issued
and outstanding, and fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit (5) to the
Registration Statement and to the reference to my name in the Registration
Statement.
Very truly yours,
/S/CHRIS B. WALTHER
- -----------------------
Chris B. Walther
Counsel
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
_____________________________
We consent to the incorporation by reference in this Registration Statement
of The Procter & Gamble Company on Form S-3 of our reports dated August 10,
1994 (expressing an unqualified opinion and including an explanatory
paragraph regarding the changes in accounting for other post retirement
benefits and income taxes effective July 1, 1992) appearing in and
incorporated by reference in the Annual Report on Form 10-K of The Procter
& Gamble Company for the year ended June 30, 1994 and to the reference to
us under the heading "Experts" in the Prospectus which is part of this
Registration Statement.
/S/DELOITTE & TOUCHE LLP
- -------------------
Deloitte & Touche LLP
Cincinnati, Ohio
May 9, 1995
