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: The Profit Sharing Retirement Plan of The
Procter & Gamble Commercial Company, 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
THE PROFIT SHARING RETIREMENT PLAN OF THE PROCTER & GAMBLE
COMMERCIAL COMPANY
Financial Statements for the Years Ended June 30, 1996 and
1995 and Independent Auditor's Report
THE PROFIT SHARING RETIREMENT PLAN OF
THE PROCTER & GAMBLE COMMERCIAL COMPANY
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits, June 30,
1996 and 1995 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended June 30, 1996 and 1995 3
Notes to Financial Statements for the Years Ended June 30,
1996 and 1995 4
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 in which this plan
participates:
Assets Held for Investment
Reportable Transactions for the Period Ended June 30, 1996
Assets Acquired and Disposed of Within Plan Year
Party-in-Interest Transactions
Obligations in Default
Leases in Default
INDEPENDENT AUDITORS' REPORT
To the Retirement Plan Committee of
The Profit Sharing Retirement Plan of The Procter & Gamble Commercial Company:
We have audited the accompanying statements of net assets available for benefits
of The Profit Sharing Retirement Plan of the Procter & Gamble Commercial Company
as of June 30, 1996 and 1995, and the related statements of changes in net
assets available for benefits for the years then ended. 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., and the
Bankers Trust Company, the trustees of the Plan, and transactions in those
assets were excluded from the scope of our audit of the Plan's 1995 financial
statements, except for comparing the information provided by the trustees, 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 and for the year ended June 30, 1995. The form and content of
the information included in the 1995 financial statements, other than that
derived from the information certified by the trustees, 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
June 30, 1996, and for the year then ended present fairly, in all material
respects, the net assets available for benefits of the Plan as of June 30, 1996,
and the changes in net assets available for benefits for the year then ended in
conformity with generally accepted accounting principles.
/S/DELOITTE & TOUCHE LLP
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Deloitte & Touche LLP
October 3, 1996
THE PROFIT SHARING RETIREMENT PLAN OF
THE PROCTER & GAMBLE COMMERCIAL COMPANY
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
JUNE 30, 1996 AND 1995
- ------------------------------------------------------------------------------
1996 1995
ASSETS:
Investment in the Procter & Gamble Master
Savings Trust, at fair value $22,409,396 $18,761,372
Contributions receivable 2,303,357 2,089,491
Accrued income and other 2,350 2,507
----------- -----------
Total assets 24,715,103 20,853,370
LIABILITIES - Other 7,310 49
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $24,707,793 $20,853,321
=========== ===========
See notes to financial statements.
THE PROFIT SHARING RETIREMENT PLAN OF
THE PROCTER & GAMBLE COMMERCIAL COMPANY
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 1996 AND 1995
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1996 1995
ADDITIONS:
Equity in net earnings of the Procter &
Gamble Master Savings Trust $ 3,839,890 $ 2,259,659
Net appreciation in fair value of investments 900,555
Interest and dividends 68,361
----------- -----------
Total Investment Income 3,839,890 3,228,575
----------- -----------
Company contributions 2,411,673 2,093,515
----------- -----------
Total additions 6,251,563 5,322,090
----------- -----------
DEDUCTIONS:
Distributions to participants 2,389,828 1,085,139
Other 7,263 49
----------- -----------
Total deductions 2,397,091 1,085,188
----------- -----------
NET INCREASE 3,854,472 4,236,902
NET ASSETS AVAILABLE FOR BENFITS:
Beginning of year 20,853,321 16,616,419
----------- -----------
End of year $24,707,793 $20,853,321
=========== ===========
See notes to financial statements.
THE PROFIT SHARING RETIREMENT PLAN OF
THE PROCTER & GAMBLE COMMERCIAL COMPANY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995
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1. PLAN DESCRIPTION
The following brief description of The Profit Sharing Retirement Plan of
The Procter & Gamble Commercial Company (Plan) is provided for general
information purposes only. Participants should refer to the Plan document
for more complete information.
GENERAL - The Plan is funded through contributions by The Procter & Gamble
Commercial Company, Procter & Gamble Pharmaceuticals, Inc. (formerly Eaton
Laboratories, Inc.) and Olay Company, Inc. (hereinafter collectively
referred to as the "Plan Sponsors"). The Plan Sponsors are wholly-owned
subsidiaries of The Procter & Gamble Company (Company). Substantially all
employees of the Plan Sponsors are eligible to participate in the Plan
upon completion of one year of service. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
All Plan assets were transferred from the Bankers Trust Company (Bankers
Trust) to PNC Bank, Ohio, N.A. (PNC Bank) during the 1995 Plan year. All
Plan assets are held in the Procter & Gamble Master Savings Trust (Master
Trust) at June 30, 1996, along with the assets of other Company sponsored
defined contribution plans (see Note 4). Each of the Plans has a
proportionate and undivided ownership interest in the Master Trust assets.
CONTRIBUTIONS AND VESTING - The Plan Sponsors make contributions to the
Plan each year based upon the amount of compensation and number of credit
service years of each Plan participant, as defined by the Plan agreement,
up to specified limitations. The Plan Sponsors' contributions are
calculated by applying the relevant participation percentage to the total
compensation, both as defined by the Plan. The following schedule details
the participation percentages by years of service.
PARTICIPATION
YEARS OF SERVICE PERCENTAGE
1-3 8%
4-6 9%
7-8 10%
9-10 11%
11-12 12%
13-14 13%
15 or more 14%
Subsequent to July 1, 1989, participants are vested 100% upon completion
of the five years of service. Participants are also 100% vested in their
accounts upon termination for disability, early or normal retirement,
death and also upon attainment of 65 years of age, regardless of years of
service.
DISTRIBUTIONS - Distributions of Plan benefits may be made in a lump sum
or in installment payments over a period not to exceed fifteen years after
the date of death, termination, retirement, or disability. Distributions
payable to participants as of June 30, 1996 are approximately $404,000.
There were no distributions payable to participants at June 30, 1995.
FORFEITURES - Participants who terminate service prior to vesting forfeit
their account balance. If the participant is rehired prior to a five-year
break in service, as defined by the Plan, the amount which was to have
been forfeited is restored to the participant's account. Forfeited amounts
are used to reduce the Plan Sponsors' annual contribution.
PARTICIPANT ACCOUNTS - Prior to the change in trustees during 1996,
contributions were allocated between the Bankers Trust Equity Index Fund
and Company Stock Fund. Effective with the change in trustees,
participants may allocate contributions made to their account in one or
all of the following investment options offered by the Master Trust (Note
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 years
ended June 30, 1996 and 1995:
<TABLE>
<CAPTION>
Master
Bankers Bankers Master Master Trust
Trust Trust Master Trust Trust Management Master
Equity Company Trust Company Managed Large Trust
Index Stock Reserve Stock Bond Company Diversified
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available
for benefits,
June 30, 1994 $12,636,548 $3,979,871 $16,616,419
Equity in net earnings
of the Procter &
Gamble Master Savings
Trust $ 659,518 $ 1,600,141 2,259,659
Company contributions (122,511) 126,533 $ 407,352 1,102,751 $ 58,198 $209,617 311,575 2,093,515
Net appreciation in
fair value of
investments 283,817 616,738 900,555
Interest and dividends 34,121 34,240 68,361
Distributions to
participants (696,129) (216,377) (63,273) (109,360) (1,085,139)
Interfund transfers (8,420) 8,420 1,879,018 948,099 37,907 50,271 (2,915,295)
Transfer (to) from
trustees (12,127,426) (4,549,425) 4,025,558 12,651,293
Other (49) (49)
----------- ---------- ---------- ---------- -------- -------- ----------- -----------
Net assets available
for benefits,
June 30, 1995 2,286,370 6,672,604 96,105 259,888 11,538,354 20,853,321
Equity in net earnings
of the Procter &
Gamble Master Savings
Trust 122,533 1,686,970 10,985 92,930 1,926,472 3,839,890
Company Contributions 347,264 1,213,767 106,576 369,373 374,693 2,411,673
Distributions to
participants (10,748) (826,246) (7,321) (7,005) (1,538,508) (2,389,828)
Interfund transfers 343,594 718,961 (17,850) 248,682 (1,293,387)
Other (3,193) - - (4,070) (7,263)
----------- ---------- ---------- ---------- -------- -------- ----------- -----------
Net assets available
for benefits,
June 30, 1996 - - $3,089,013 $9,462,863 $188,495 $963,868 $11,003,555 $24,707,793
=========== ========== ========== ========== ======== ======== =========== ===========
</TABLE>
PLAN TERMINATION - Although it has not expressed any intent to do so, the
Plan Sponsors have the right under the Plan to discontinue their
contributions at any time and to terminate the Plan subject to the
provisions of ERISA. If the Plan is terminated, participants will become
fully vested in their accounts and the net assets of the Plan will be
distributed in an order of priority determined in accordance with ERISA
and its applicable regulations and the Plan document.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements are prepared
on the accrual basis of accounting and the Plan's net assets and
transactions are recorded at fair value. The Plan's investment in The
Procter & Gamble Company Common Stock is valued at the closing price on
established security exchanges. 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 plan participating in the Master Trust and each
participant's account by the trustee.
EXPENSES OF THE PLAN - All expenses of the Plan are paid by the Plan
Sponsors.
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. Actual results could differ
from those estimates.
3. INCOME TAX STATUS
The Plan is exempt from Puerto Rico income taxes under the provisions of
Section 165(a) of the Puerto Rico Income Tax Act of 1954, as amended. The
Plan is also a qualified employees' trust under Section 401(a) of the
Internal Revenue Code and, as such, is exempt from federal income taxes
under Section 501(a). The Plan has been amended since receiving the latest
determination letters. However, the plan administrator believes that the
Plan is currently designed and being operated in compliance with the
applicable requirements of the Puerto Rico Income Tax Act of 1954 and the
Internal Revenue Code. Therefore, they believe that the Plan was
qualified and tax-exempt as of June 30, 1996 and 1995.
4. INTEREST IN MASTER TRUST
Effective January 1, 1993, the Company formed the Master Trust in
accordance with a master trust agreement with PNC Bank, Ohio, N.A. (PNC
Bank). The Plan's assets were transferred from Bankers Trust to the Master
Trust through a series of transactions during the 1995 Plan year.
Use of a Master Trust permits the commingling of various Company-sponsored
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 1996 audited information regarding the Master
Trust. The Plan's investment in the Master Trust represents five percent
or more of the Plan's net assets.
Assets of the Master Trust at June 30, 1996 are summarized as follows:
<TABLE>
<CAPTION>
COLLECTIVE MANAGEMENT
COMPANY INCOME RESERVE MANAGED DIVERSIFIED LARGE COMPANY
STOCK FUND FUND FUND BOND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value $39,898,303 $ 1,069,360 $33,444,591 $ 7,418,762 $28,770,033 $39,728,293 $150,329,342
Accrued interest and
dividends 10,764 3,198 4,502 757 192 19,413
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total $39,909,067 $ 1,069,360 $33,447,789 $ 7,423,264 $28,770,790 $39,728,485 $150,348,755
=========== =========== =========== =========== =========== =========== ============
Plan's investment in
Master Trust $ 8,332,808 - $ 2,698,235 $ 143,976 $10,650,569 $ 586,158 $ 22,411,746
=========== =========== =========== =========== =========== =========== ============
Plan's percentage ownership
in Master Trust 21% - 8% 2% 37% 1% 15%
=========== =========== =========== =========== =========== =========== ============
</TABLE>
Investments held by the Master Trust at June 30, 1996 are summarized
as follows:
<TABLE>
<CAPTION>
COLLECTIVE MANAGEMENT
COMPANY INCOME RESERVE MANAGED DIVERSIFIED LARGE COMPANY
FAIR VALUE STOCK FUND FUND FUND BOND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
The Procter & Gamble Company
common stock $37,279,772 $ 37,279,772
Registered investment
companies $ 1,069,354 1,069,354
Mutual funds $32,549,485 $ 6,123,232 $28,769,928 $39,727,953 107,170,598
Short-term investments 2,618,531 6 895,106 1,295,530 105 340 4,809,618
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total investments at fair
value $39,898,303 $ 1,069,360 $33,444,591 $ 7,418,762 $28,770,033 $39,728,293 $150,329,342
=========== =========== =========== =========== =========== =========== ============
<CAPTION>
Investment income from the Master Trust for the Year Ended June 30,
1996 is summarized as follows:
<S> <C> <C> <C> <C> <C> <C> <C>
Net appreciation in fair
value of investments $ 9,834,651 $ 77,805 $ 1,915,455 $ 425,453 $ 4,871,804 $ 6,936,932 $ 24,062,100
Dividends 744,985 744,985
Interest 80,708 27,760 40,069 266 108 148,911
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total $10,660,344 $ 77,805 $ 1,943,215 $ 465,522 $ 4,872,070 $ 6,937,040 $ 24,955,996
=========== =========== =========== =========== =========== =========== ============
Plan's equity in net
earnings of Master Trust $ 1,686,970 $ - $ 122,533 $ 10,985 $ 1,926,472 $ 92,930 $ 3,839,890
=========== =========== =========== =========== =========== =========== ============
</TABLE>
5. INFORMATION CERTIFIED BY THE TRUSTEES
The following represents 1995 unaudited information regarding the Master
Trust that was prepared by PNC Bank and 1995 unaudited information
regarding Bankers Trust investments, the trustees of the Plan, and
furnished to the plan administrator. The plan administrator has obtained
certifications from the trustees that such information is complete and
accurate.
Assets of the Master Trust at June 30, 1995 are summarized as follows
(unaudited):
<TABLE>
<CAPTION>
COLLECTIVE MANAGEMENT
COMPANY INCOME RESERVE MANAGED DIVERSIFIED LARGE COMPANY
STOCK FUND FUND FUND BOND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair
value $39,724,675 $1,467,184 $31,673,509 $7,650,053 $30,758,610 $33,016,268 $144,290,299
Accrued interest and
dividends 1,157 51 11,593 948 4,741 1,142 19,632
----------- ---------- ----------- ---------- ----------- ----------- ------------
Total $39,725,832 $1,467,235 $31,685,102 $7,651,001 $30,763,351 $33,017,410 $144,309,931
=========== ========== =========== ========== =========== =========== ============
Plan's investment in
Master Trust $ 5,113,533 - - - $13,647,839 - $ 18,761,372
=========== ========== =========== ========== =========== ========== ============
Plan's percentage
ownership interest
in Master Trust 13% - - - 44% - 13%
=========== ========== =========== ========== =========== ========== ============
</TABLE>
Investments held by the Master Trust at June 30, 1995 are summarized
as follows (unaudited):
<TABLE>
<CAPTION>
COLLECTIVE MANAGMENT
COMPANY INCOME RESERVE MANAGED DIVERSIFIED LARGE COMPANY
FAIR VALUE STOCK FUND FUND FUND BOND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
The Procter & Gamble
Company common stock $39,439,812 $ 39,439,812
Registered investment
Companies $ 1,467,175 1,467,175
Mutual Funds $27,388,182 $ 6,601,700 $28,688,346 $30,253,380 92,931,608
Short-term investments 284,863 9 4,285,327 1,048,353 2,070,264 2,762,888 10,451,704
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total investments at
fair value $39,724,675 $ 1,467,184 $31,673,509 $ 7,650,053 $30,758,610 $33,016,268 $144,290,299
=========== =========== =========== =========== =========== =========== ============
<CAPTION>
Investment income from the Master Trust for the Year Ended June 30, 1995
is summarized as follows (unaudited):
<S> <C> <C> <C> <C> <C> <C> <C>
Net appreciation
in fair value of
investment $ 8,834,944 $ 1,261,495 $ 851,324 $ 572,993 $ 3,270,101 $ 5,839,815 $ 20,630,672
Dividends 670,215 670,215
Interest 4,342 4,920 6,956 1,865 8,398 9,097 35,578
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total $ 9,509,501 $ 1,266,415 $ 858,280 $ 574,858 $ 3,278,499 $ 5,848,912 $ 21,336,465
=========== =========== =========== =========== =========== =========== ============
Plan's equity in
net earnings
of Master Trust $ 659,518 - - - $ 1,600,141 - $ 2,259,659
=========== =========== =========== =========== =========== =========== ============
</TABLE>
Interest and dividend income and changes in the value of the Plan
investments, which include investments bought and sold as well as held
during the year ended June 30, 1995 by Bankers Trust consist of the
following:
Net appreciation in fair value of investments $900,555
Interest and dividend income 68,361
--------
Total investment income $968,916
========
* * * * * *
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.
The Profit Sharing Retirement Plan
of The Procter & Gamble Commercial
Company
/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 11
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 50,000 shares of Common Stock of The Procter & Gamble Company on
Form S-8 of our report dated October 3, 1996 appearing in this Annual Report on
Form 11-K of the Profit Sharing Retirement Plan of The Procter & Gamble
Commercial Company for the year ended June 30, 1996.
/s/DELOITTE & TOUCHE LLP
Cincinnati, Ohio
October 11, 1996
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Deloitte Touche
Tohmatsu
International
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