PROCTER & GAMBLE CO
8-K, 1995-01-26
SOAP, DETERGENTS, CLEANG PREPARATIONS, PERFUMES, COSMETICS
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 FORM 8-K


                              CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of
                   the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)       January 26, 1995


                       THE PROCTER & GAMBLE COMPANY
          (Exact name of registrant as specified in its charter)


          Ohio                1-434                    31-0411980
(State of Incorporation) (Commission File Number)      (IRS Employer
                                                       Identification
                                                       Number)


One Procter & Gamble Plaza, Cincinnati, Ohio           45202
(Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code     (513) 983-1100





ITEM 5.        OTHER EVENTS

See Item 7 Exhibit.


ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS

               (c)  Exhibits

                    (99) Press Release Issued by Registrant on January 26,
                         1995

                                        SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be singed on its behalf by the
undersigned hereunto duly authorized.


THE PROCTER & GAMBLE COMPANY


/s/E. H. EATON
__________________________________________
E. H. Eaton, Vice President
 and Comptroller
 (Principal Accounting Officer)
 January 26, 1995


                              EXHIBIT INDEX


Exhibit No.                                                        Page No.

     (99)           Press Release Issued by Registrant                4
                    on January 26, 1995





                                   FOR IMMEDIATE RELEASE
                                   ---------------------



                 P&G SECOND QUARTER EARNINGS INCREASE 15%
                 ----------------------------------------

     CINCINNATI, O., January 26, 1995 -- The Procter & Gamble Company
announced continued strong results for the October - December quarter of
the fiscal year.  In addition, the company announced it will take a $50
million after-tax charge to earnings in the January - March quarter for
costs associated with the recent earthquake in Japan.

     Worldwide net earnings for the quarter ending December 31, 1994 were
$750 million, a 15% increase over the same quarter of the prior year.
Earnings per share for the quarter were $1.06 compared to $.92 per share
for the second quarter of the prior year, also a 15% increase.  Worldwide
net sales of $8.5 billion represent an increase of 9% over the same quarter
of the prior year, on comparable unit volume growth.  Acquisitions
contributed 3% of the quarter's volume growth.  Exchange rates contributed
approximately 2% to the sales and earnings growth for the quarter.

     "This was another strong quarter," commented Chairman and Chief
Executive Edwin L. Artzt.  "We continue to see broad-based volume and sales
growth in virtually all business sectors and geographic regions.  Earnings
continue to be positively influenced by continued worldwide cost control."

     Net earnings in the United States increased 7% for the quarter, on 6%
sales growth.  These results reflect 3% unit volume growth and continued
margin improvement.  All sectors increased unit volume in the quarter.

     International net earnings increased 20% over the same quarter of the
prior year, on a sales increase of 8%.  Unit volume increased 15%.  The
difference between sales and volume growth is largely due to more
competitive pricing in a number of markets.  The devaluation of the Mexican
peso did not adversely impact the quarterly results and is not expected to
have a significant impact on results for the fiscal year.

     Year to date results reflect continued volume growth and cost control
efforts throughout the company.  Worldwide net earnings for the July-
December period were $1,542 million, a 17% increase over the same period of
the prior year.  Year to date sales were $16.6 billion, up 8% compared to
$15.4 billion for this period of the prior fiscal year.  Year to date
volume has grown 10%.


     Artzt also commented on the impact of the recent earthquake in Kobe,
Japan:  "All P&G employees have been contacted and miraculously, none of
them were seriously injured in the quake.  Unfortunately, some of our
people lost family members and many lost their homes.  P&G is doing
everything possible to help employees by securing emergency housing,
providing interest-free loans for rebuilding homes and replacing lost
possessions, and offering other assistance.  P&G is also working with local
authorities to help the community by providing products and other aid.

     "P&G's business in the area affected by the quake is continuing to
operate on a relatively normal basis, thanks to the dedication and
resourcefulness of our employees and the cooperation and support of all of
our business partners in Japan," Artzt continued.  "Four of our five
manufacturing plants in Japan were not affected.  The Akashi plant near
Kobe, which produces paper products including Pampers diapers and Whisper
feminine protection pads, suffered some damage but is already being
repaired.  We are continuing to supply customers from existing inventory
and from P&G's other Japan paper plant, which also produces diapers and
feminine protection products.  We expect partial production at Akashi to
resume within the next two weeks.

     "The initial engineering assessment of P&G's Japan headquarters and
technical center on Rokko Island in Kobe indicates the building's basic
structure appears sound.  Additional engineering studies, clean-up and
repairs will be required, but we expect to reoccupy the building within a
few months.  In the meantime, we are managing the business from temporary
headquarters in Osaka.

     "Based on what we know today, we will take a $50 million after-tax
charge to earnings in the January-March quarter for the cost of employee
assistance, cleanup and repair of facilities, and non-recurring expenses
directly associated with the earthquake," said Artzt.  "Given the magnitude
of this disaster, it is remarkable that our people and our business have
come through so well.  Above all, I am very proud of our employees."


                     #               #               #


PR Contacts:                Gregory M. Rossiter   (513) 983-8435
            Linda L. Ulrey         (513) 983-9332

THE PROCTER & GAMBLE COMPANY
- ----------------------------



Millions of Dollars Except Per Share Amounts

                                    Three Months Ended December 31
                                    ------------------------------
                                    1994      1993   % Change
                                    ----      ----   --------

Net Sales                        $ 8,467   $ 7,788     +9%
Net Earnings                         750       653    +15%
Net Earnings Per Common Share       1.06       .92    +15%
  -- Assuming Full Dilution          .99       .85

Average Shares Outstanding         685.2     682.3



                                     Six Months Ended December 31
                                     ----------------------------
                                    1994      1993   % Change
                                    ----      ----   --------

Net Sales                       $ 16,628   $15,352     +8%
Net Earnings                       1,542     1,323    +17%
Net Earnings Per Common Share       2.18      1.87    +17%
  -- Assuming Full Dilution         2.04      1.74

Average Shares Outstanding         685.2     682.3







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