Original Electronically Transmitted to the
Securities and Exchange Commission on May 11, 1995
Registration No. 33-59257
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
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 commencement of proposed sale to public: Pursuant to the
Program, as amended, as soon as practicable after the effective date of this
Post-effective Amendment No. 1 to 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/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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
11,082,313 SHARES OF COMMON STOCK (WITHOUT PAR VALUE)
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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 and 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.
Morgan Guaranty Trust Company of New York, an affiliate of the Agent, holds the
shares acquired under the Program as custodian, either in its or its nominee's
name. On May 23, 1995, J. P. Morgan announced plans to sell its domestic custody
business to The Bank of New York. After consummation of this transaction, it is
anticipated The Bank of New York will act as custodian for the shares acquired
under the Program. "Custodian" as used herein refers to Morgan Guaranty Trust
Company of New York, The Bank of New York or any subsequent entity which
provides custodial services under the Program.
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 fees to help defray actual costs of
administering 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 Company informs the Agent of the amount of optional cash payments and
dividends available for investment, if any, on or about each Friday. If any
Friday is not a Business Day, then the Company will inform the Agent of the
amount of optional cash payments and dividends available for investment, if any,
on or about the next succeeding Business Day. "Business Day" refers to a day on
which the Company, the Agent and the New York Stock Exchange are open for
Business.
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.
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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 _________, 1996
<PAGE>
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
60661-2511. 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 Annual Report on Form 10-K for the fiscal year ended
June 30, 1995 (which incorporates by reference portions of the
Company's Definitive Proxy Statement dated September 1, 1995 for
the Company's Annual Meeting of Stockholders held on October 10,
1995 and portions of its Annual Report to Stockholders for the
year ended June 30, 1995).
2. The Company's Quarterly Reports on Form 10-Q for the periods ended
September 30, 1995, December 31, 1995 and March 31, 1996.
3. 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.
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, P. O. Box 5572, Cincinnati, Ohio 45201-5572, 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 certain 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 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.
The Custodian, an affiliate of the Custodian or a nominee of the Custodian or
its affiliate holds the shares acquired under the Program. 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 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 this 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 $250.00
or the price of one share of Common Stock. 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.
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 your cash
dividends on Common Stock held in certificated form and in the Program and your
optional cash payments for the purchase of additional shares of Common Stock.
Participants wishing to receive some or all of their cash dividends in cash may
do so by informing the Company's Shareholder Services Department in writing. 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 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 may be returned to you.
You may also make optional cash payments by authorizing automatic direct
debits of one of your checking or savings accounts. Payments are debited from
checking and savings accounts on or about the fifth and twentieth days of the
month, as designated by you. Participants authorizing direct debits may be
charged a set-up fee by their financial institution, but normal bank 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 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
By participating in the Program you authorize the use of your cash
dividends for the purchase of additional shares of the Company's Common Stock.
You may choose to reinvest none or only a portion 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.
Each day in which the Agent purchases Common Stock for the Program is an
"Investment Date". In certain circumstances, the Agent may spread purchases for
the Program over two or more days (an "Investment Period," which also includes
"Investment Dates"). The Company informs the Agent of the amount of optional
cash payments and dividends, if any, available for investment on or about each
Friday. If any Friday is not a Business Day, then the Company will inform the
Agent of the amount of optional cash payments and dividends available for
investment, if any, on or about the next succeeding Business Day. "Business Day"
refers to a day on which the Company, the Agent and the New York Stock Exchange
are open for business.
Optional cash payments received on or after 48 hours prior to the
completion of any Investment Period will not be available for investment 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 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, enrollment
fees 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 certain fees to help defray the
costs of administering the Program. Beginning September 1, 1996, new Program
participants will be charged a $5.00, one-time enrollment fee. Beginning
September 1, 1996, the administrative fee on sales and purchases with optional
cash payments (excluding those via direct debit) will be raised from the current
$1.00 to $2.50 per purchase or sale. The administrative fee on purchases with
optional cash payments via direct debit will remain at the current $1.00 and the
administrative fee on purchases with reinvested dividends will remain at the
current five percent (5%) of the purchase up to a maximum of $1.00. Accounts
maintained by participants who are employees or retirees of Procter & Gamble
will not be charged any enrollment fees or 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.
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, the Custodian 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 the Custodian,
an affiliate of the Custodian or a nominee of the custodian or its affiliate. 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
Custodian, an affiliate of the Custodian or a nominee of the Custodian or its
affiliate and credited to your Program account. Thereafter, such shares will be
treated in the same manner as shares purchased through the Program, including
full dividend reinvestment on such shares. If you wish to have none or only a
portion of your cash dividends on Common Stock held in your Program account
reinvested, then you must notify the Company's Shareholder Department in
writing.
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 Shareholder
Transaction Form from the Program statement or detailed written instructions to
the Company's Shareholder Services Department. The minimum sale is one Share of
Common Stock, unless you are closing your account. The Agent usually 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 two-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 and as a request to
terminate direct debits, if any.
TRANSFER OF SHARES
If a Program participant wishes to transfer the ownership of all or part
of the shares held in the participant's Program account to a Program account for
another person, whether by gift, private sale or otherwise, the participant may
effect such transfer by mailing a properly completed Shareholder Transaction
Form from the Program statement or detailed written instructions to the
Company's Shareholder Services Department. Transfers must be of whole shares,
unless you are closing your account. Requests for transfer are subject to the
same requirements as for the transfer of Common Stock certificates, including
the requirement of a Medallion signature guarantee on the stock assignment or
Shareholder Transaction Form from the Program statement. Transfer requests
should include the name, address and taxpayer identification number of the
transferee.
Shares so transferred will continue to be held by the Custodian under
the Program. An account will be opened in the name of the transferee, if he or
she is not already a Program participant, and such transferee will automatically
be enrolled in the Program. If the transferee is not already a registered
shareholder or a Program participant, the transferor may make a reinvestment
election for the transferee at the time of the transfer. If the transferor does
not make a reinvestment election, then full dividend reinvestment will be
assumed for all of the transferred shares.
Statements of transfers will be sent to the transferor and transferee
within two Business Days after the transfer has been registered.
CLOSING YOUR ACCOUNT
You may request that the Company close your Program account at any time
by giving written notice on a Shareholder Transaction Form from the Program
statement or in a detailed letter of instructions. 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. A request to close your Program account will also be treated
as a request to cease any direct debits authorized with respect to your checking
or savings accounts.
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. 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 July 1,
1996. Any stock dividends or split shares distributed by the Company on shares
of its Common Stock held by the Custodian, an affiliate of the Custodian or a
nominee of the Custodian or its affiliate 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 the Custodian, an affiliate of the
Custodian or a nominee of the Custodian or its affiliate 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, the Custodian, 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 5572
Cincinnati, OH 45201-5572
(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 (the "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 ("Common Stock,"
"Class A Preferred Stock," and "Class B Preferred Stock," respectively). 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 Class A Preferred 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 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 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 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 the
Company's 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 the Company's
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 actions 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 capital stock
entitled to vote generally in the election of Directors. Amendments to the
Amended Articles of Incorporation which change the supermajority voting
provisions must also be approved by 80% of the outstanding shares entitled to
vote thereon. The supermajority 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.
========== ==========
NO PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED OR INCORPORATED BY 11,082,313 SHARES OF COMMON
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 . . . . . . . PROCTER & GAMBLE LOGO
Incorporation of Certain
Information by Reference . . . . .
The Company . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . .
Terms and Conditions of the
Shareholder Investment Program . .
Overview . . . . . . . . . . . .
Eligibility . . . . . . . . . .
How to Enroll . . . . . . . . .
How the Program Works . . . . .
Optional Cash Payments . . . . .
Dividend Reinvestment . . . . .
Investment Periods . . . . . . .
Purchase and Price of Shares . .
Cost of the Program . . . . . .
Records . . . . . . . . . . . .
Share Certificates and Share
Safekeeping . . . . . . . . .
Sale of Shares . . . . . . . . .
Transfer of Shares . . . . . . .
Closing Your Account . . . . . .
Termination . . . . . . . . .
Tax Information . . . . . . . .
Stock Dividends and Splits . .
Liability . . . . . . . . . .
Governing Law . . . . . . . .
Correspondence . . . . . . . .
Description of Capital Stock . . .
Legal Opinion . . . . . . . . . . .
Experts . . . . . . . . . . . . . .
============ ============
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 12,000
Miscellaneous 3,000
Total $320,259
*The expenses are the same as reported in the original filing of Registration
Statement No. 33-59257, when filed on May 11, 1995, except that an additional
$5,000 is estimated for Blue Sky and legal investment fees and expenses.
Item 15. Indemnification of Directors and Officers.
Section 1701.13(E) of the Ohio Revised Code the ("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
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
(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, the regulations, any
agreement, a 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
obligation to repay or return payments made by the corporation pursuant to
divisions (E)(5), (6), or (7).
(9) As used in division (E) of this section, "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 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 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
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.
(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 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.
(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 he in good faith
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.
(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.
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. The Company has also contracted for excess
directors and officers liability insurance coverage with an annual aggregate
liability limitation of $125,000,000.
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.
ITEM 16. EXHIBITS
Exhibit No. Description
- ----------- -----------
*(4)(a) --Amended Articles of Incorporation.
**(4)(b) --Regulations.
(23) --Consent of Deloitte & Touche LLP.
- ----------------------
* 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(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
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission 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 June 11, 1996.
THE PROCTER & GAMBLE COMPANY
By /S/JOHN E. PEPPER
------------------------
John E. Pepper
Chairman of the Board and Chief Executive
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 June 11, 1996.
Signature Title
/S/JOHN E. PEPPER
- -------------------- Chairman of the Board and Chief Executive
John E. Pepper and Director
/S/ERIK G. NELSON
- -------------------- Senior Vice President (Chief Financial
Erik G. Nelson Officer)
/S/EDWIN H. EATON, JR.
- -------------------- Vice President and Comptroller
Edwin H. Eaton, Jr.
/S/EDWIN L. ARTZT
- --------------------
Edwin L. Artzt Director
/S/NORMAN R. AUGUSTINE
- --------------------
Norman R. Augustine Director
/S/DONALD R. BEALL
- --------------------
Donald R. Beall Director
/S/GRODON 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
/S/JOSEPH T. GORMAN
- -------------------
Joseph T. Gorman Director
/S/DURK I. JAGER
- -------------------
Durk I. Jager Director
/S/CHARLES R. LEE
- -------------------
Charles R. Lee Director
/S/LYNN M. MARTIN
- ------------------
Lynn M. Martin Director
/S/JOHN C. SAWHILL
- ------------------
John C. Sawhill Director
/S/JOHN F. SMITH, JR.
- --------------------
John F. Smith, Jr. Director
/S/RALPH SNYDERMAN
- --------------------
Ralph Snyderman Director
/S/ROBERT D. STOREY
- --------------------
Robert D. Storey Director
/S/MARINA V. N. WHITMAN
- --------------------
Marina v. N. Whitman Director
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
*(4)(a) --Amended Articles of Incorporation.
**(4)(b) --Regulations.
(23) --Consent of Deloitte & Touche LLP.
- ----------------------
* 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 23
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 33-29257 of The Procter & Gamble Company on
Form S-3 of our reports dated August 10, 1995 (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, 1995 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
June 11, 1996
