SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
\X\ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED] for the fiscal year ended June 30, 1996, or
\ \ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED] for the transition period from ________________
to ______________________
Commission file number 001-00434
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below: Giorgio Employee Savings Plan, The Procter &
Gamble Company, Two Procter & Gamble Plaza, Cincinnati, Ohio 45202.
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office: The Procter & Gamble Company, One
Procter & Gamble Plaza, Cincinnati, Ohio 45202.
REQUIRED INFORMATION
Item 4. Plan Financial Statements and Schedules Prepared in Accordance With
the Financial Reporting Requirements of ERISA
GIORGIO EMPLOYEE SAVINGS PLAN
Financial Statements for the Year Ended December 31, 1995 and the Four-Month
Period from August 30, 1994 (Date of Inception) to December 31, 1994 and
Supplemental Schedules as of December 31, 1995 and 1994 and Independent
Auditors' Report
GIORGIO EMPLOYEE SAVINGS PLAN
TABLE OF CONTENTS FOR THE YEAR ENDED DECEMBER 31, 1995 AND
THE FOUR-MONTH PERIOD FROM AUGUST 30, 1994 TO DECEMBER 31, 1994
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits,
December 31, 1995 and December 31, 1994 3
Statements of Changes in Net Assets Available for the
Year Ended December 31, 1995 and the Four-Month period
from August 30, 1994 to December 31, 1994 4
Notes to Financial Statements for the Year Ended
December 31, 1995 and the Four-Month period from
August 30, 1994 to December 31, 1994 5
SUPPLEMENTAL SCHEDULES - Assets Held for Investment
(Item 27a of Form 5500), December 31, 1995 and 1994 11-12
SUPPLEMENTAL SCHEDULES OMITTED - The following schedules
were omitted because of the absence of conditions under
which they are required or due to their inclusion in
information filed by The Procter & Gamble Master Savings
Trust:
Reportable Transactions for the Period Ended
Assets Acquired and Disposed of Within the Plan Year
Party-in-Interest Transactions
Obligations in Default
Leases in Default
INDEPENDENT AUDITORS' REPORT
To the Giorgio Savings Plan Committee:
We have audited the accompanying statements of net assets available for benefits
of the Giorgio Employee Savings Plan ("the Plan") as of December 31, 1995 and
1994, and the related statements of changes in net assets available for benefits
for the year ended December 31, 1995 and the four-month period from August 30,
1994 to December 31, 1994. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
Except as explained in the following paragraph, we conducted our audits in
accordance with generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As permitted by Section 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, investment assets held by PNC Bank, Ohio, N.A., the
trustee of the Plan, and transactions in those assets were excluded from the
scope of our audit of the Plan's 1994 financial statements, except for comparing
the information provided by the trustee, which is summarized in Note 5, with the
related information included in the financial statements.
Because of the significance of the information that we did not audit, we are
unable to express and do not express, an opinion on the Plan's financial
statements as of December 31, 1994 and for the four-month period from August 30,
1994 to December 31, 1994. The form and content of the information included in
the 1994 financial statements, other than that derived from the information
certified by the trustee, have been audited by us in accordance with generally
accepted auditing standards and, in our opinion, are presented in compliance
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
In our opinion, the financial statements, referred to above, of the Plan as of
December 31, 1995, and for the year then ended present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1995, and the changes in net assets available for benefits for the year then
ended in conformity with generally accepted accounting principles.
Our audits of the Plan's financial statements as of December 31, 1995 and 1994
and for the year ended December 31, 1995 and the four-month period from August
30, 1994 to December 31, 1994 were conducted for the purpose of forming an
opinion on the basic financial statement taken as a whole. The supplemental
schedules listed in the Table of Contents are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These schedules are the responsibility
of the Plan's management. Such schedules have been subjected to the auditing
procedures applied in the audit of the basic 1995 and 1994 financial statements,
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
September 30, 1996
GIORGIO EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
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1995 1994
INVESTMENTS, At fair value:
Investment in the Procter & Gamble Master
Savings Trust $6,195,434 $4,478,719
Loans to participants 192,368 128,915
Interest and dividend receivable 11,747 3,878
---------- ----------
Total investments 6,399,549 4,611,512
LIABILITIES:
Other 3,635 35,159
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $6,395,914 $4,576,353
========== ==========
See notes to financial statements.
GIORGIO EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE FOUR-MONTH
PERIOD FROM AUGUST 30, 1994 TO DECEMBER 31, 1994
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1995 1994
ADDITIONS:
Equity in net earnings (loss) of the Procter
& Gamble Master Savings Trust $1,283,087 $ (42,115)
Interest income 8,176 3,764
---------- ----------
Total investment income (loss) 1,291,263 (38,351)
Contributions:
Employee 648,079 255,202
Employer 241,932 96,434
---------- ----------
Total contributions 890,011 351,636
Transfer from unaffiliated plan 4,264,032
---------- ----------
Total additions 2,181,274 4,577,317
---------- ----------
DEDUCTIONS:
Distributions 355,903 964
Other 5,810
---------- ----------
Total deductions 361,713 964
---------- ----------
NET INCREASE 1,819,561 4,576,353
NET ASSETS AVAILABLE FOR BENFITS:
Beginning of year 4,576,353 -
---------- ----------
End of year $6,395,914 $4,576,353
========== ==========
See notes to financial statements.
GIORGIO EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1995 AND
THE FOUR-MONTH PERIOD FROM AUGUST 30, 1994 TO DECEMBER 31, 1994
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1. PLAN DESCRIPTION
The following brief description of the Giorgio Employee Savings Plan
(Plan) is provided for general information purposes only. Participants
should refer to the Plan document for more complete information.
GENERAL - Effective August 30, 1994, The Procter & Gamble Company (P&G)
acquired Giorgio Beverly Hills, Inc. (Company) from Avon Products, Inc.
Prior to the acquisition, certain employees of the Company participated in
the Avon Employees' Savings and Stock Ownership Plan (Predecessor Plan).
Pursuant to the sales agreement with Avon, assets under the Predecessor
Plan owned by employees of the Company were transferred to create the Plan
on August 30, 1994. The Plan assets are held in a combined trust account,
the Procter & Gamble Master Savings Trust (Master Trust), with the assets
of other P&G sponsored defined contribution plans (see Note 5). Each of
the plans participating in the Master Trust has a proportionate and
undivided ownership interest in the Master Trust assets.
Substantially all employees of the Company are eligible to participate in
the Plan upon completion of at least one year of eligibility service,
which is equal to 1,000 service hours. Employees who are leased employees
are not eligible to participate.
CONTRIBUTIONS - Employee contributions to the Plan may be made on a
pre-tax or after-tax basis from 1% to 15% of the employee's earnings. The
Company matches 50% of employee pre-tax or after-tax contributions up to
6% of the employee's contributions.
VESTING - Participants are fully vested at all times in their voluntary
contributions plus earnings thereon. Vesting in the remainder of their
accounts is based upon years of continuous service. A participant is fully
vested after two years of service. Participant accounts transferred from
the Predecessor Plan were immediately and fully vested.
WITHDRAWALS - A participant may request at any time a withdrawal of any
portion of after-tax contributions. Participants who have attained age
59 1/2 or have demonstrated financial hardship may withdraw all or any
portion of their pre-tax or contributions in their transferred Predecessor
Plan balance. Participants may withdraw pre-tax contributions made
subsequent to August 30, 1994 only after demonstrating financial hardship.
DISTRIBUTIONS - Distributions of Plan benefits shall be made in a lump sum
payment. Retired or terminated employees shall commence benefit payments
upon attainment of age 65. Employed participants who have attained the age
69 1/2 may elect to receive a distribution of their transferred
Predecessor Plan account balance in installment payments over a period not
to exceed 15 years or in a lump sum. Distributions payable to participants
as of December 31, 1995 and 1994 are $141,454 and $50,509, respectively.
LOANS - The Plan has a loan feature under which active participants may
borrow up to 50% of the current value of their vested account values
exclusive of amounts attributable to Company contributions (up to a
maximum of $50,000). Loans are repayable via payroll deductions over a
period of up to five years, except for loans used to purchase a primary
residence which are repaid via payroll deduction over a period of up to 10
years. Principal and interest paid is credited to applicable funds in the
borrower's account. Upon participant termination or retirement, the
outstanding loan balance will be treated as a distribution to the
participant.
PLAN TERMINATION - Although it has not expressed any intent to do so, the
Company has the right under the Plan to terminate the Plan subject to the
provisions of ERISA. If the Plan is terminated, participants will become
fully vested in employer contributions to their accounts and the net
assets of the Plan will be distributed to the participants in order of
priority determined in accordance with ERISA and its applicable
regulations and Plan document.
PARTICIPANT ACCOUNTS AND INVESTMENT OPTIONS - Each participant's account
is credited with an allocation of the Plan's earnings or losses.
Participants may allocate their account in one or all of the following
investment options offered by the Master Trust (Notes 4,5):
RESERVE FUND - A fund investing in short to medium length maturity,
interest-bearing instruments.
COMPANY STOCK FUND - A fund investing in shares of The Procter & Gamble
Company common stock.
MANAGED BOND FUND - A fund investing in a diversified portfolio of
publicly and privately traded corporate, government, international and
mortgage backed bonds.
MANAGEMENT LARGE COMPANY FUND - A fund investing in equity securities of
approximately 300 domestic, large company stocks.
DIVERSIFIED FUND - A fund investing in a balanced fund consisting of both
equity and fixed securities.
The activity and balances in the funds are summarized as follows for the
year ended December 31, 1995 and for the four-month period from August 30,
1994 to December 31, 1994:
<TABLE>
<CAPTION>
MANAGEMENT MANAGED
LARGE COMPANY DIVERSIFIED BOND RESERVE LOANS TO
FUND FUND FUND FUND PARTICIPANTS TOTAL
<S> <C> <C> <C> <C> <C> <C>
Net assets available for benefits,
August 30, 1994 - - - - - -
Equity (loss) in net earnings of the
Procter & Gamble Master Savings Trust $ (34,628) $ (12,624) $ 693 $ 4,444 $ (42,115)
Transfer from unaffiliated plan 1,697,032 1,078,187 786,401 544,250 $ 158,162 4,264,032
Contributions 107,572 81,492 51,269 111,303 351,636
Interest income 3,764 3,764
Distributions to participants (964) (964)
Transfers between funds 4,952 7,445 17,175 (10,019) (19,553)
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits,
December 31, 1994 1,774,928 1,154,500 855,538 649,978 141,409 4,576,353
Equity in net earnings of the Procter
& Gamble Master Savings Trust 737,835 327,555 174,609 43,088 1,283,087
Contributions 348,116 269,667 159,883 112,345 890,011
Interest income 8,176 8,176
Other (4,137) (1,673) (5,810)
Distributions to participants (105,654) (111,327) (60,592) (76,955) (1,375) (355,903)
Transfers between funds 8,896 25,120 2,019 (91,698) 55,663
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits,
December 31, 1995 $2,764,121 $1,665,515 $1,131,457 $ 632,621 $ 202,200 $6,395,914
========== ========== ========== ========== ========== ==========
</TABLE>
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements are prepared under the
accrual basis of accounting and the Plan's investments and investment
transactions are recorded at fair value. The Plan's investment funds
(funds) are valued by the fund manager based upon the fair value of the
funds' underlying investments. Income from investments is recognized when
earned and is allocated to each participating plan and participant's
account by the Trustee.
EXPENSES OF THE PLAN - Trustee fees and other expenses of the Plan are
paid by the Company.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Acutal results could differ
from those estimates.
3. TAX STATUS
The Internal Revenue Service (IRS) has determined and informed the Company
by letter dated March 22, 1996, that the Plan is designed in accordance
with applicable sections of the Internal Revenue Code (IRC). The plan
administrator believes that the Plan is and has been operated in
compliance with the applicable requirements of the IRC. Therefore, they
believe that the Plan has qualified and was tax-exempt as of December 31,
1995 and 1994.
4. INTEREST IN MASTER TRUST
Effective January 1, 1993, P&G formed the Master Trust in accordance with
a master trust agreement with PNC Bank, Ohio, N.A. (PNC Bank).
Use of a master trust permits the commingling of various P&G-sponsored
defined contribution benefit plans for investment and administrative
purposes. Although assets are commingled in the Master Trust, PNC Bank
maintains records for the purpose of allocating contributions and changes
in net assets of the Master Trust to both participating plans and
individual participant accounts based upon each plan's or participant's
proportionate interest in the Master Trust. The following represents the
1995 audited financial information regarding the net assets and investment
income of the Master Trust.
Assets of the Master Trust at December 31, 1995 are summarized as follows:
<TABLE>
<CAPTION>
MANAGEMENT COLLECTIVE MANAGED
COMPANY LARGE COMPANY INCOME RESERVE DIVERSIFIED BOND
STOCK FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value $37,568,733 $36,541,114 $ 1,323,639 $35,298,684 $31,385,977 $ 7,472,474 $149,590,621
Accrued interest and
dividends 4,256 124 7 317 106 3 4,813
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total $37,572,989 $36,541,238 $ 1,323,646 $35,299,001 $31,386,083 $ 7,472,477 $149,595,434
=========== =========== =========== =========== =========== =========== ============
Plan's investment in
Master Trust - $ 2,774,059 - $ 640,034 $ 1,651,096 $ 1,130,245 $ 6,195,434
=========== =========== =========== =========== =========== =========== ============
Plan's percentage ownership
interest in Master Trust - 8% - 2% 5% 15% 4%
=========== =========== =========== =========== =========== =========== ============
</TABLE>
Investments held by the Master Trust at December 31, 1995 are summarized
as follows:
<TABLE>
<CAPTION>
MANAGEMENT COLLECTIVE MANAGED
COMPANY LARGE COMPANY INCOME RESERVE DIVERSIFIED BOND
FAIR VALUE STOCK FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
The Procter & Gamble Company
common stock $36,625,140 $ 36,625,140
Registered investment
companies $ 1,323,613 1,323,613
Mutual funds $36,540,976 $35,233,082 $31,385,838 $ 7,472,367 110,632,263
Short-term investments 943,593 138 26 65,602 139 107 1,009,605
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total investments at fair
value $37,568,733 $36,541,114 $ 1,323,639 $35,298,684 $31,385,977 $ 7,472,474 $149,590,621
=========== =========== =========== =========== =========== =========== ============
</TABLE>
Investment income from the Master Trust for the year ended December 31,
1995 is summarized as follows:
<TABLE>
<CAPTION>
MANAGEMENT COLLECTIVE MANAGED
COMPANY LARGE COMPANY INCOME RESERVE DIVERSIFIED BOND
STOCK FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Net appreciation in fair
value of investments $16,178,665 $ 8,040,240 $ 600,245 $ 1,663,854 $ 6,229,037 $ 1,051,580 $ 33,763,621
Dividends 772,124 772,124
Interest 130,871 9,098 139,969
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total $17,081,660 $ 8,040,240 $ 600,245 $ 1,672,952 $ 6,229,037 $ 1,051,580 $ 34,675,714
=========== =========== =========== =========== =========== =========== ============
Plan's equity in net
earnings of Master Trust - $ 737,835 - $ 43,088 $ 327,555 $ 174,609 $ 1,283,087
=========== =========== =========== =========== =========== =========== ============
</TABLE>
5. INFORMATION CERTIFIED BY THE TRUSTEE
The following represents the 1994 unaudited information regarding the
Master Trust that was prepared by PNC Bank, the trustee of the Plan, and
furnished to the plan administrator. The plan administrator has obtained
certification from the trustee that such information is complete and
accurate.
Assets of the Master Trust at December 31, 1994 are summarized as follows
(unaudited):
<TABLE>
<CAPTION>
MANAGEMENT COLLECTIVE MANAGED
COMPANY LARGE COMPANY INCOME RESERVE DIVERSIFIED BOND
FAIR VALUE STOCK FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value $29,770,210 $24,340,386 $21,572,626 $14,713,972 $10,396,609 $ 4,712,883 $105,506,686
Accrued interest and
dividends 48 180 403 90 134 68 923
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total $29,770,258 $24,340,566 $21,573,029 $14,714,062 $10,396,743 $ 4,712,951 $105,507,609
=========== =========== =========== =========== =========== =========== ============
Plan's investment in
Master Trust - $ 1,811,433 - $ 633,617 $ 1,177,758 $ 855,911 $ 4,478,719
=========== =========== =========== =========== =========== ========== ============
Plan's percentage ownership
interest in Master Trust - 7% - 4% 11% 18% 4%
=========== =========== =========== =========== =========== ========== ============
</TABLE>
Investments held by the Master Trust at December 31, 1994 are summarized
as follows (unaudited):
<TABLE>
<CAPTION>
MANAGEMENT COLLECTIVE MANAGED
COMPANY LARGE COMPANY INCOME RESERVE DIVERSIFIED BOND
FAIR VALUE STOCK FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
The Procter & Gamble Company
common stock $29,720,878 $ 29,720,878
Registered investment
companies $21,563,126 21,563,126
Mutual Funds $24,265,394 $14,674,026 $10,350,211 $ 4,681,377 53,971,008
Short-term investments 49,332 74,992 9,500 39,946 46,398 31,506 251,674
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total investments at fair
value $29,770,210 $24,340,386 $21,572,626 $14,713,972 $10,396,609 $ 4,712,883 $105,506,686
=========== =========== =========== =========== =========== =========== ============
</TABLE>
Investment income from the Master Trust for the four-month period from
August 30, 1994 to December 31, 1994 is summarized as follows (unaudited):
<TABLE>
<CAPTION>
MANAGEMENT COLLECTIVE MANAGED
COMPANY LARGE COMPANY INCOME RESERVE DIVERSIFIED BOND
STOCK FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Net appreciation
(depreciation) in fair
value of investment $ 525,884 $ (515,140) $ 442,466 $ 185,179 $ (156,515) $ (38,498) $ 443,376
Dividends 167,550 167,550
Interest 1,247 6,147 736 7,944 2,186 1,168 19,428
------------ ----------- ----------- ----------- ----------- ----------- ------------
Total $ 694,681 $ (508,993) $ 443,202 $ 193,123 $ (154,329) $ (37,330) $ 630,354
============ =========== =========== =========== =========== =========== ============
Plan's equity in net income
(loss) of Master Trust $ - $ (34,628) $ - $ 4,444 $ (12,624) $ 693 $ (42,115)
============ =========== =========== =========== =========== =========== ===========
</TABLE>
GIORGIO EMPLOYEE SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT (ITEM 27a OF FORM 5500)
DECEMBER 31, 1995
IDENTITY OF ISSUE
BORROWER, LESSOR FAIR
OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
Participant Loans 48 loans with maturities ranging
from January 1996 to October 2005
and interest rates ranging from
7-11% $ - $192,368
==== ========
GIORGIO EMPLOYEE SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT (ITEM 27a OF FORM 5500)
DECEMBER 31, 1994
IDENTITY OF ISSUE
BORROWER, LESSOR FAIR
OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
Participant Loans 53 loans with maturities ranging
from January 1995 to August 2004
and interest rates ranging from
7-11% $ - $128,915
==== ========
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
TRUSTEES (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT PLAN) HAVE DULY
CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
HEREUNTO DULY AUTHORIZED.
Giorgio Employee Savings Plan
/S/JOHN R. SMITH
Date: October 16, 1996 ---------------------------------------
John R. Smith
Member, Benefits Committee
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche 13
Deloitte &
Touche LLP
- ----------- ----------------------------------------------------------
250 East Fifth Street Telephone: (513) 784-7100
P.O. Box 5340
Cincinnati, Ohio 45201-5340
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement
relating to 150,000 shares of Common Stock of The Procter & Gamble Company on
Form S-8 of our report dated September 30, appearing in this Annual Report on
Form 11-K of the Giorgio Employee Plan for the year ended December 31, 1995.
/S/DELOITTE & TOUCHE LLP
Cincinnati, Ohio
October 11, 1996
- ---------------
Deloitte Touche
Tohmatsu
International
- ---------------
