Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
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 PROFIT SHARING TRUST
AND EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plan)
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)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee
- ------------------------------------------------------------------------------
Common Stock 3,000,000 $89.625 $268,875,000 $92,716
(without par
value)
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the Common Stock on the New York Stock Exchange on June 7,
1996.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit
plan(s) described herein.
The contents of Registration Statement No. 33-49081 of The Procter & Gamble
Company (the "Company") are hereby incorporated by reference into this
Registration Statement.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") (File No. 1-434) pursuant to the Securities
Exchange Act of 1934, as amended (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. The Annual Report of The Procter & Gamble Profit Sharing Trust and
Employee Stock Ownership Plan on Form 11-K for the fiscal year
ended June 30, 1995.
4. 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 Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the dates of filing
of such reports and documents. 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 any Prospectus hereunder to the
extent that a statement contained herein, in any subsequent
Prospectus hereunder or in any 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 any Prospectus hereunder.
EXPERTS
The financial statements and financial statement schedules incorporated
in this Registration Statement by reference to the Company's Annual Report on
Form 10-K and the Plan's Annual Report on Form 11-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.
Item 4. 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.
Item 6. 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 8. EXHIBITS
Exhibit No. Description
- ----------- -----------
*(4)(i)(a) -- Amended Articles of Incorporation
**(4)(i)(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.
The registrant will submit or has submitted The Procter & Gamble Profit Sharing
Trust and Employee Stock Ownership Plan (the "Plan") and any amendments thereto
to the Internal Revenue Service (the "IRS") in a timely manner, and has made or
will make all changes required by the IRS in order to qualify the Plan.
Item 9. 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.
<PAGE>
SIGNATURES
THE REGISTRANT. 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-8 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
- --------------------
Norman R. Augustine Director
/S/DONALD R. BEALL
- --------------------
Donald R. Beall Director
/S/GORDON F. BRUNNER
- --------------------
Gordon F. Brunner Director
/S/RICHARD B. CHENEY
- --------------------
Richard B. Cheney Director
/S/HARALD EINSMANN
- --------------------
Harald Einsmann Director
/S/RICHARD J. FERRIS
- --------------------
Richard J. Ferris Director
/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
- -------------------
Marina v. N. Whitman Director
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
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 Profit Sharing Trust and
Employee Stock Ownership Plan
/S/W. O. COLEMAN
- -----------------------
W. O. Coleman
Trustee
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
*(4)(i)(a) -- Amended Articles of Incorporation
**(4)(i)(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 Registration Statement of
The Procter & Gamble Company on Form S-8 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) and August 28, 1995 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 in the Annual Report on Form
11-K of The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership
Plan for the year ended June 30, 1995, respectively, and to the reference to us
under the heading "Experts" in this Registration Statement.
/S/DELOITTE & TOUCHE LLP
- -------------------
Deloitte & Touche LLP
Cincinnati, Ohio
June 11, 1996
