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, 1997, 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, 1997 and
1996 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
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits, June 30,
1997 and 1996
Statements of Changes in Net Assets Available for Benefits
for the Years Ended June 30, 1997 and 1996
Notes to Financial Statements for the Years Ended June 30,
1997 and 1996
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 Year Ended June 30, 1997
Assets Acquired and Disposed of Within Plan Year
Party-in-Interest Transactions
Obligations in Default
Leases in Default
Deloitte & Touche LLP
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250 East Fifth Street Telephone: (513) 784-7100
P.O. Box 5340
Cincinnati, Ohio 45201-5340
INDEPENDENT AUDITORS' REPORT
To The Procter & Gamble Master Savings Plan Committee:
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, 1997 and 1996, 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.
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 June 30, 1997
and 1996 and the changes in net assets available for benefits for the years then
ended in conformity with generally accepted accounting principles.
/S/DELOITTE & TOUCHE LLP
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Deloitte & Touche LLP
November 18, 1997
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Deloitte Touche
Tohmatsu
International
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THE PROFIT SHARING RETIREMENT PLAN OF
THE PROCTER & GAMBLE COMMERCIAL COMPANY
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
JUNE 30, 1997 AND 1996
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1997 1996
ASSETS:
Investment in the Procter & Gamble Master
Savings Trust, at fair value $29,307,422 $22,409,396
Contributions receivable 1,619,503 2,303,357
Accrued income and other 1,308 2,350
----------- -----------
Total assets 30,928,233 24,715,103
LIABILITIES - Other 7,310
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $30,928,233 $24,707,793
=========== ===========
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 YEARS ENDED JUNE 30, 1997 AND 1996
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1997 1996
ADDITIONS:
Equity in net earnings of the Procter &
Gamble Master Savings Trust $ 7,592,450 $ 3,839,890
Company contributions (net of forfeitures) 1,690,227 2,411,673
Other 7,310
----------- -----------
Total additions 9,289,987 6,251,563
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DEDUCTIONS:
Distributions to participants 3,069,547 2,389,828
Other 7,263
----------- -----------
Total deductions 3,069,547 2,397,091
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NET INCREASE 6,220,440 3,854,472
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 24,707,793 20,853,321
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End of year $30,928,233 $24,707,793
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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, 1997 AND 1996
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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, who are not active participants in another
Company sponsored plan, 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 are held in the Procter & Gamble Master Savings Trust
(Master Trust) at June 30, 1997 and 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. Participants are not permitted
to make contributions to 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, 1997 and 1996 are approximately
$1,156,000 and $404,000.
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 in the year that
the forfeitures are available.
PARTICIPANT ACCOUNTS - As described in the respective fund prospectus,
participants may allocate contributions made to their account in one or
all of the following investment options offered by the Master Trust (Note
4):
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 both equity and fixed-income
securities.
SMALL COMPANY FUND - A fund investing in a portfolio of equity
securities issued by small companies.
INTERNATIONAL EQUITY FUND - A fund investing in a diversified portfolio
of equity securities of foreign corporations.
The activity and balances in the funds are summarized as follows for the years
ended June 30, 1997 and 1996:
<TABLE>
<CAPTION>
Master
Master Master Trust Master Master
Master Trust Trust Management Master Trust Trust
Trust Company Managed Large Trust Small International
Reserve Stock Bond Company Diversified Company Equity
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
(Net)
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 11,003,554 24,707,793
Equity in net earnings
of the Procter &
Gamble Master Savings
Trust 173,424 4,984,795 16,517 327,533 2,082,326 $ 2,900 $ 4,955 7,592,450
Company Contributions
(Net) 228,214 1,165,994 11,458 266,277 (26,433) 20,718 23,999 1,690,227
Distributions to
participants (117,054) (1,004,438) (15,221) (39,359) (1,893,475) (3,069,547)
Interfund transfers (20,585) 8,506 (30,386) 7,032 (32,021) 29,019 38,435
Other 3,242 4,068 7,310
---------- ----------- -------- ---------- ----------- ------- ------- -----------
Net assets available
for benefits,
June 30, 1997 $3,353,012 $14,620,962 $170,863 $1,525,351 $11,138,019 $52,637 $67,389 $30,928,233
========== =========== ======== ========== =========== ======= ======= ===========
</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, 1997 and 1996.
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).
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 1997 and 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.
<TABLE>
<CAPTION>
Assets of the Master Trust at June 30, 1997 are summarized as follows:
MANAGEMENT INTER-
COLLECTIVE LARGE SMALL NATIONAL
RESERVE COMPANY INCOME MANAGED DIVERSIFIED COMPANY COMPANY EQUITY
FUND STOCK FUND FUND BOND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at
fair value $29,617,561 $62,086,043 $6,142,246 $34,228,224 $56,870,143 $3,633,718 $2,646,225 $195,224,160
Accrued interest
and dividends 307 1,864 - 10 11 315 2 2,509
----------- ----------- ------- ---------- ----------- ----------- ---------- ---------- ------------
Total $29,617,868 $62,087,907 - $6,142,256 $34,228,235 $56,870,458 $3,633,718 $2,646,227 $195,226,669
=========== =========== ======= ========== =========== =========== ========== ========== ============
Plan's investment
in Master Trust $ 3,122,864 $13,535,294 - $ 159,218 $11,155,651 $ 1,259,086 $ 31,919 $ 43,390 $ 29,307,422
=========== =========== ======= ========== =========== =========== ========== ========== ============
Plan's percentage
ownership
in Master Trust 11% 22% - 3% 33% 2% 1% 2% 15%
=========== =========== ======= ========== =========== =========== ========== ========== ============
<CAPTION>
Investments held by the Master Trust at June 30, 1997 are summarized
as follows:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
The Procter &
Gamble Company
common stock $61,848,290 $ 61,848,290
Mutual Funds $29,551,631 $6,142,167 $34,228,147 $56,778,476 $3,633,668 $2,646,159 $132,980,248
Short-term
investments 65,930 237,753 79 77 91,667 50 66 395,622
----------- ----------- ------- ---------- ----------- ----------- ---------- ---------- ------------
Total investments
at fair value $29,617,561 $62,086,043 - $6,142,246 $34,228,224 $56,870,143 $3,633,718 $2,646,225 $195,224,160
=========== =========== ======= ========== =========== =========== ========== ========== ============
<CAPTION>
Investment income from the Master Trust for the Year Ended June 30,
1997 is summarized as follows:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net appreciation
in fair value
of investments $ 1,780,575 $20,441,836 $17,160 $ 590,951 $ 6,104,650 $15,268,979 $ 502,955 $ 338,042 $ 45,045,148
Dividends 902,614 902,614
Interest 16,372 59,039 10 11 22,763 2 98,197
----------- ----------- ------- ---------- ----------- ----------- ---------- ---------- ------------
Total $ 1,796,947 $21,403,489 $17,160 $ 590,961 $ 6,104,661 $15,291,742 $ 502,955 $ 338,044 $ 46,045,959
=========== =========== ======= ========== =========== =========== ========== ========== ============
Plan's equity
in net earnings
of Master Trust $ 173,424 $ 4,984,795 - $ 16,517 $ 2,082,326 $ 327,533 $ 2,900 $ 4,955 $ 7,592,450
=========== =========== ======= ========== =========== =========== ========== ========== ============
</TABLE>
<TABLE>
<CAPTION>
Assets of the Master Trust at June 30, 1996 are summarized as follows:
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 interest
in Master Trust 21% - 8% 2% 37% 1% 15%
=========== ========== =========== ========== =========== =========== ============
<CAPTION>
Investments held by the Master Trust at June 30, 1996 are summarized
as follows:
<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
investment $ 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>
* * * * * *
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/JOSEPH R. LAWHEAD
Date: December 19, 1997 ---------------------------------------
Joseph R. Lawhead
Member, Benefits Committee
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche
DELOITTE &
TOUCHE LLP
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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 No.
333-14381 of The Procter & Gamble Company on Form S-8 of our report dated
November 18, 1997 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, 1997.
/s/DELOITTE & TOUCHE LLP
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Deloitte & Touche LLP
Cincinnati, Ohio
December 19, 1997
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Deloitte Touche
Tohmatsu
International
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