SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
\ \ 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
\X\ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED] for the transition period from January 1, 1996 to
July 31, 1996
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: Procter & Gamble Subsidiaries Savings Plan, The
Procter & Gamble Company, Two Procter & Gamble Plaza, Cincinnati, Ohio
45202.
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office: The Procter & Gamble Company, One
Procter & Gamble Plaza, Cincinnati, Ohio 45202.
REQUIRED INFORMATION
Item 4. Plan Financial Statements and Schedules Prepared in Accordance With
the Financial Reporting Requirements of ERISA
THE TRANSITION REPORT OF THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS
PLAN
Financial Statements for the Seven-Month Period from January 1, 1996 to July 31,
1996 and the Year Ended December 31, 1995 and Independent Auditors' Report
THE TRANSITION REPORT OF
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN
TABLE OF CONTENTS
FOR THE SEVEN-MONTH PERIOD ENDED JULY 31, 1996 AND
THE YEAR ENDED DECEMBER 31, 1995
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for
Benefits, July 31, 1996 and December 31, 1995 2
Statements of Changes in Net Assets Available
for Benefits for the Seven-Month Period from
January 1, 1996 to July 31, 1996 and the Year
Ended December 31, 1995 3
Notes to Financial Statements for the Seven-Month
Period from January 1, 1996 to July 31, 1996
and the Year Ended December 31, 1995 4
INDEPENDENT AUDITORS' REPORT
To the Plan Committee of
The Procter & Gamble Subsidiaries Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of The Procter & Gamble Subsidiaries Savings Plan, formerly the Hawaiian Punch
Savings Plan, as of July 31, 1996 and December 31, 1995, and the related
statements of changes in net assets available for benefits for the seven-month
period from January 1, 1996 to July 31, 1996 and the year ended December 31,
1995. 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.
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.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of July 31, 1996
and December 31, 1995 and the changes in net assets available for benefits for
the seven-month period from January 1, 1996 to July 31, 1996 and the year ended
December 31, 1995 in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
September 30, 1996
THE TRANSITION REPORT OF
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JULY 31, 1996 AND DECEMBER 31, 1995
1996 1995
ASSETS - Investment in The
Procter & Gamble Master
Savings Trust, at fair value $9,438,703 $6,901,676
LIABILITIES - Other 6,698 19,036
--------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $9,432,005 $6,882,640
========== ==========
See notes to financial statements.
THE TRANSITION REPORT OF
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE SEVEN-MONTH
PERIOD FROM JANUARY 1, 1996 THROUGH JULY 31, 1996 AND THE YEAR ENDED DECEMBER
31, 1995
1996 1995
ADDITIONS:
Investment income - Equity in
net earnings of the
Procter & Gamble Master Savings Trust $ 306,472 $1,283,865
Transfer from merged plans 2,837,729
Other 11,021
---------- ----------
Contributions:
Employer contributions 2,301 152,672
Employee contributions 5,417 376,241
---------- ----------
Total contributions 7,718 528,913
---------- ----------
Total additions 3,162,940 1,812,778
---------- ----------
DEDUCTIONS:
Distributions to participants 613,575 567,194
Other 15,763
---------- ----------
Total deductions 613,575 582,957
---------- ----------
NET INCREASE 2,549,365 1,229,821
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 6,882,640 5,652,819
---------- ----------
End of period $9,432,005 $6,882,640
========== ==========
See notes to financial statements.
THE TRANSITION REPORT OF
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE SEVEN-MONTH PERIOD FROM JANUARY 1, 1996 TO JULY 31, 1996
AND THE YEAR ENDED DECEMBER 31, 1995
1. DESCRIPTION OF THE PLAN
The following brief description of The Procter & Gamble Subsidiaries Savings
Plan (Plan) is provided for general information purposes only. Participants
should refer to the Plan document for more complete information.
General - The Plan was established effective March 2, 1990 upon the acquisition
of the Hawaiian Punch Division of Delmonte by The Procter & Gamble Company
(Company). Effective March 14, 1996, the Sundor Brands Savings Plan (Sundor),
Max Factor Savings Plan and Speas Savings Plan were merged into the Hawaiian
Punch Savings Plan (Hawaiian Punch) and the Company changed the Plan name from
Hawaiian Punch Savings Plan to The Procter & Gamble Subsidiaries Savings Plan.
The Plan is a voluntary defined contribution plan covering all eligible
employees of Sundor, Inc. (Sundor) Max Factor & Company (Max Factor) and Speas
Company (Speas), all subsidiaries of the Company. As of December 31, 1995,
participants of the former Hawaiian Punch and Sundor plans became eligible
participants within the Sundor Brands, Inc. Employees Profit Sharing Plan
(Profit Sharing Plan) and are eligible to participant in the contributions
within the Profit Sharing Plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Participant Accounts and Investment Options - Each participant's account is
credited with an allocation of the Plan's earnings or losses. The benefit to
which a participant is entitled is limited to the vested benefit that can be
provided from their account. Participants may allocate 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.
Collective Income Fund - A fund investing in guaranteed investment contracts
with varying maturities, sizes, and yields.
The activity and balances in the funds are summarized as follows for the
seven-month period from January 1, 1996 to July 31, 1996 and for the year ended
December 31, 1995.
<TABLE>
<CAPTION>
Management Collective
Large Company Reserve Diversified Managed Income
Fund Fund Fund Bond Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Net assets available
for benefits, $2,420,020 $2,344,707 $ 652,834 $235,258 $5,652,819
December 31, 1994
Equity in net earnings of the
Procter & Gamble Master
Savings Trust 909,678 154,664 172,150 47,373 1,283,865
Contributions 231,468 180,814 91,544 25,087 528,913
Distributions to participants (331,448) (214,072) (17,515) (4,159) (567,194)
Interfund transfers 350,393 (376,024) (2,343) 27,974
Other (10,393) (211) (3,450) (1,709) (15,763)
---------- --------- ------- ------- ----------
Net assets available
for benefits, 3,569,718 2,089,878 893,220 329,824 6,882,640
December 31, 1995
Equity in net earnings
(loss) of
the Procter & Gamble
Master Savings Trust 180,136 65,232 33,629 (1,191) $ 28,666 306,472
Transfers from merged plans 987,391 454,701 274,757 49,399 1,071,481 2,837,729
Distributions to participants (384,527) (171,344) (19,460) (8,386) (29,858) (613,575)
Contributions 3,373 2,571 1,361 302 111 7,718
Interfund transfers 490,457 (310,232) (36,920) (29,805) (113,500)
Other 7,065 (555) 2,681 1,700 130 11,021
--------- --------- -------- ------- --------- ---------
Net assets available for
benefits, July 31, 1996 $4,853,613 $2,130,251 $1,149,268 $341,843 $ 957,030 $9,432,005
========= ========= ========== ======= ========= ==========
</TABLE>
Contributions and Vesting - Speas and its employees made contributions to the
Plan until April 1996. After such time, all contributions to the Plan were
suspended and the participants became fully vested.
Distributions - On termination of service, a participant may elect to receive an
amount equal to the value of the participant's vested interest in his or her
account in either a lump sum amount or annuity. A participant may also request a
withdrawal from his or her pre-tax contribution balance or employer matched
contribution balance once every six months.
Plan Termination - Although it has not expressed any intent to do so, the
Company has the right to terminate the Plan subject to the provisions of ERISA.
If the Plan is terminated, the net assets of the Plan will be distributed to the
participants in order of priority determined in accordance with ERISA and its
applicable regulations and the Plan document.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements have been prepared
on an accrual basis of accounting and the Plan's net assets and transactions are
recorded at fair value. The Plan's investment funds (funds) are valued by the
fund managers 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 PNC Bank,
Ohio, N.A., the trustee of the plan.
Expenses of the Plan - All trustee fees and other expenses of the Plan are paid
by the Company.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
3. INCOME TAX STATUS
The Internal Revenue Service (IRS) has determined and informed the Company by
letter dated February 16, 1996 that the Plan is designed in accordance with the
applicable sections of the Internal Revenue Code (IRC). The plan administrator
believes that the Plan is and has been operated in compliance with the
applicable requirements of the IRC; and therefore, believes that the Plan was
qualified and was tax-exempt as of July 31, 1996 and December 31, 1995.
4. INTEREST IN MASTER TRUST
Effective January 1, 1993, the Company formed The Procter & Gamble Master
Savings Trust in accordance with a master trust agreement with PNC Bank, Ohio,
N.A. (PNC Bank).
Use of a Master Trust permits the commingling of various Company-sponsored
benefit plans for investment and administrative purposes. Support records are
maintained for the purpose of allocating changes in beneficial interest to the
various participating plans. 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 audited
information regarding the Master Trust for the seven-month period from January
1, 1996 to July 31, 1996.
Assets of the Master Trust at July 31, 1996 are summarized as follows:
<TABLE>
<CAPTION>
Management
Large Collective Managed
Company Company Income Reserve Diversified Bond
Stock Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Investments,
at fair value $36,838,392 $37,798,060 $1,070,543 $32,545,683 $27,955,130 $6,128,066 $142,365,874
Accrued interest
and dividends 185,152 426 307 101 185,986
---------- ---------- --------- ---------- ---------- --------- ------------
Total $37,023,544 $37,798,486 $1,070,543 $32,545,990 $27,955,231 $6,128,066 $142,551,860
========== ========== ========== =========== =========== ========== =============
Plan's investment
in Master Trust - $ 4,367,537 $1,070,543 $ 2,441,360 $ 1,187,126 $ 372,137 $ 9,438,703
========== ========== ========== =========== =========== ========== ============
Plan's percentage
ownership in
Master Trust - 12% 100% 8% 4% 6% 7%
========== ========== ========== =========== =========== ========== =============
</TABLE>
Investments held by the Master Trust at July 31, 1996 are summarized as follows:
<TABLE>
<CAPTION>
Management
Large Collective Managed
Company Company Income Reserve Diversified Bond
Fair Value Stock Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
The Procter &
Gamble Company
common stock $36,611,332 $ 36,611,332
Registered
investment
companies $1,070,533 1,070,533
Mutual Funds $37,511,137 $32,477,887 $27,886,373 $6,127,266 104,002,663
Short-term
investments 257,060 286,923 10 67,796 68,757 800 681,346
---------- ---------- --------- ---------- ---------- --------- ------------
Total investments
at fair value $36,868,392 $37,798,060 $1,070,543 $32,545,683 $27,955,130 $6,128,066 $142,365,874
========== ========== ========= ========== =========== ========= ============
</TABLE>
Investment income from the Master Trust for the period from January 1, 1996
through July 31, 1996 is summarized as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Net appreciation
(depreciation)
in fair value
of investments $2,261,455 $2,033,258 $41,965 $973,891 $1,067,019 $(43,748) $6,333,840
Dividends 356,044 356,044
Interest 1,575 153 2,034 2,277 648 6,687
---------- --------- ------ -------- ---------- ------- ----------
Total $2,617,499 $2,034,833 $42,118 $975,925 $1,069,296 $(43,100) $6,696,571
========== ========== ====== ======== =========== ========= ==========
Plan's equity
in net earnings
(loss) of Master
Trust - $ 180,136 $28,666 $ 65,232 $ 33,629 $ (1,191) $ 306,472
========== ========== ====== ======= =========== ========= =========
</TABLE>
Assets of the Master Trust at December 31, 1995 are summarized as follows:
<TABLE>
<CAPTION>
Management
Large Collective Managed
Company Company Income Reserve Diversified Bond
Stock Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Investments,
at fair value $37,568,733 $36,541,114 $1,323,639 $35,298,684 $31,385,977 $7,472,474 $149,590,621
Accrued interest
and dividends 4,256 124 7 317 106 3 4,813
---------- ---------- --------- ---------- ---------- --------- -----------
Total $37,572,989 $36,541,238 $1,323,646 $35,299,001 $31,386,083 $7,472,477 $149,595,434
=========== ========== ========= ============ =========== ========= ===========
Plan's investment
in Master Trust - $ 3,394,950 - $ 2,385,047 $ 815,159 $ 306,520 $ 6,901,676
=========== ========== ========= ============ =========== ========= ===========
Plan's percentage
ownership in
Master Trust - 9% - 7% 3% 4% 5%
=========== ========== ========= =========== =========== ========= ===========
</TABLE>
Investments held by the Master Trust at December 31, 1995 are summarized as
follows:
<TABLE>
<CAPTION>
Management
Large Collective Managed
Company Company Income Reserve Diversified Bond
Fair Value Stock Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
The Procter &
Gamble Company
common stock $36,625,140 $ 36,625,140
Registered
investment
companies $1,323,613 1,323,613
Mutual Funds $36,540,976 $35,233,082 $31,385,838 $7,472,367 110,632,263
Short-term
investments 943,593 138 26 65,602 139 107 1,009,605
---------- ---------- ---------- ---------- ---------- --------- ------------
Total investments
at fair value $37,568,733 $36,541,114 $1,323,639 $35,298,684 $31,385,977 $7,472,474 $149,590,621
========== =========== ========== ========== =========== ========== ===========
</TABLE>
Investment income from the Master Trust for the year ended December 31, 1995 is
summarized as follows:
<TABLE>
<CAPTION>
Management
Large Collective Managed
Company Company Income Reserve Diversified Bond
Stock Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Net appreciation
in fair value
of investments $16,178,665 $8,040,240 $600,245 $1,663,854 $6,229,037 $1,051,580 $33,763,621
Dividends 772,124 772,124
Interest 130,871 9,098 139,969
----------- ---------- -------- --------- --------- ---------- -----------
Total $17,081,660 $8,040,240 $600,245 $1,672,952 $6,229,037 $1,051,580 $34,675,714
=========== =========== ======== ========= ========== ========== ===========
Plan's equity
in net earnings
of Master Trust - $909,678 $ 154,664 $ 172,150 $ 47,373 $ 1,283,865
=========== =========== ======== ========= ========== ========== ===========
</TABLE>
5. DISTRIBUTIONS PAYABLE
Distributions payable to participants as of July 31, 1996 and December 31, 1995
are approximately $210,000 and $20,000, respectively.
* * * * * *
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.
Procter & Gamble Subsidiaries
Savings Plan
/s/JOHN R. SMITH
Date: October 16, 1996 ---------------------------------------
John R. Smith
Member, Benefits Committee
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche 12
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 100,000 shares of Common Stock of The Procter & Gamble Company on
Form S-8 of our report dated September 30, 1996 appearing in this Transition
Report on Form 11-K of the Procter & Gamble Company Subsidiaries Savings Plan
for the transition period from January 1, 1996 through July 31, 1996.
/s/DELOITTE & TOUCHE LLP
Cincinnati, Ohio
October 11, 1996
- ---------------
Deloitte Touche
Tohmatsu
International
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