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 DECEMBER 31, 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: 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 PROCTER & GAMBLE SUBSIDIARIES
SAVINGS PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995 AND
INDEPENDENT AUDITORS' REPORT
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for
Benefits as of December 31, 1996 and 1995 2
Statements of Changes in Net Assets Available
for Benefits for the Years Ended December 31,
1996 and 1995 3
Notes to Financial Statements for the Years
Ended December 31, 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:
Reportable Transactions for the Year Ended December 31, 1996
Assets Held for Investment Purposes
Assets Acquired and Disposed of Within the Plan Year
Party-in-Interest Transactions
Obligations in Default
Leases in Default
DELOITTE &
TOUCHE LLP
- ------------ ------------------------------------------------------
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 Procter & Gamble Subsidiaries Savings Plan, formerly the Hawaiian Punch
Savings Plan, as of December 31, 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.
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 December 31,
1996 and 1995 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
- --------------------------
Deloitte & Touche LLP
May 13, 1997
- -----------------
Deloitte Touche
Tohmatsu
International
- -----------------
<TABLE>
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 and 1995
- -----------------------------------------------------------------------------
<CAPTION>
1996 1995
<S> <C> <C>
INVESTMENTS, At fair value:
Investment in The Procter &
Gamble Master Savings Trust $10,034,202 $6,901,676
LIABILITIES - Other - 19,036
----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $10,034,202 $6,882,640
=========== ==========
See notes to financial statements.
</TABLE>
<TABLE>
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
- -----------------------------------------------------------------------------
<CAPTION>
1996 1995
<S> <C> <C>
ADDITIONS:
Investment income - Equity in
net earnings of The Procter &
Gamble Master Savings Trust $ 1,367,523 $1,283,865
----------- ----------
Contributions:
Employer contributions 2,301 152,672
Employee contributions 5,417 376,241
----------- ----------
Total contributions 7,718 528,913
----------- ----------
Transfer from merged plans 2,837,729
Transfer from unaffiliated plan 7,043
Other 16,785
----------- ----------
Total additions 4,236,798 1,812,778
----------- ----------
DEDUCTIONS:
Distributions to participants 1,085,236 567,194
Other 15,763
----------- ----------
Total deductions 1,085,236 582,957
----------- ----------
NET INCREASE 3,151,562 1,229,821
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 6,882,640 5,652,819
----------- ----------
End of year $10,034,202 $6,882,640
=========== ==========
See notes to financial statements.
</TABLE>
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
1. DESCRIPTION OF THE PLAN
The following brief description of The Procter & Gamble Subsidiaries
Savings Plan, formerly the Hawaiian Punch Savings Plan, (Plan) is
provided for general information purposes only. Participants should
refer to the Plan agreement 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, 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 to The Procter & Gamble Subsidiaries
Savings Plan. This merger is recorded as a transfer from merged plans
of approximately $2,800,000 in the Plan's financial statements in 1996.
The Plan is a voluntary defined contribution plan covering all eligible
employees of Sundor Group, Inc., including the Sundor Brands and
Hawaiian Punch divisions, Max Factor & Company and Speas Company, all
subsidiaries of the Company. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS AND VESTING - The Speas Company and its employees made
contributions to the Plan until April 1996. After such time, all
contributions to the Plan were suspended and all participants became
fully vested.
DISTRIBUTIONS - The Plan provides for benefits to be paid upon
retirement, disability, death, or separation other than retirement as
defined by the Plan document. Plan benefits may be made in a lump sum
of cash or shares of common stock, in installment payments over a
period not to exceed 120 months or an annuity. Retired or terminated
employees shall commence benefit payments upon attainment of age
70-1/2.
WITHDRAWALS - A participant may withdraw any portion of after-tax
contributions once in any six-month period. Participants who have
attained age 59-1/2 or have demonstrated financial hardship may
withdraw all or any portion of their before-tax contributions once in
any six-month period.
PLAN TERMINATION - Although it has not expressed any intent to do so,
the Company has the right under the Plan to terminate th Plan subject
to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
ADMINISTRATION - The Plan is administered by the Master Savings Plan
Committee consisting of three members appointed by the Board of
Directors of the Parent, except for duties specifically vested in the
trustee, who is also appointed by the Board of Directors of the Parent.
PARTICIPANT ACCOUNTS AND INVESTMENT OPTIONS - Each participant's
account is credited with an allocation of Plan earnings or losses. The
benefit to which a participant is entitled is limited to the benefit
that can be provided from their account. The Collective Income Fund was
discontinued as an investment option during 1996 and all proceeds were
transferred to other investment options offered by the Plan.
Participants may allocate their account in one or all of the following
investment options offered by the Plan (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 a balanced portfolio consisting
of both equity and fixed securities.
COLLECTIVE INCOME FUND - A fund investing in guaranteed investment
contracts with varying maturities, sizes, and yields.
INTERNATIONAL EQUITY FUND - A fund investing in a diversified portfolio
of equity securities of foreign corporations.
SMALL COMPANY STOCK FUND - A fund investing in a portfolio of equity
securities issued by small companies.
<TABLE>
The activity and balances in the funds are summarized as follows the years
ended December 31, 1996 and 1995.
<CAPTION>
MANAGEMENT INTER-
COLLECTIVE COMPANY LARGE SMALL NATIONAL MANAGED
INCOME STOCK COMPANY COMPANY EQUITY RESERVE DIVERSIFIED BOND
FUND FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets
available for
benefits,
December 31,
1994 $2,420,020 $2,344,707 $ 652,834 $ 235,258 $ 5,652,819
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)
Other (10,393) (211) (3,450) (1,709) (15,763)
Interfund
transfers 350,393 (376,024) (2,343) 27,974
----------- -------- ---------- -------- ------- ---------- ---------- ---------- -----------
Net assets
available for
benefits
December 31,
1995 3,569,718 2,089,878 893,220 329,824 6,882,640
Equity in net
earnings of
The Procter &
Gamble Master
Savings Trust $ 39,788 $ 23,156 1,009,955 $ 7,090 $ 918 121,586 147,595 17,435 1,367,523
Contributions 111 3,373 2,571 1,361 302 7,718
Transfer from
merged plans 1,071,481 987,391 454,701 274,757 49,399 2,837,729
Transfer from
unaffiliated
plan 1,829 4,580 423 211 7,043
Other 130 11,480 316 2,681 2,178 16,785
Distributions
to participants (89,432) (663,160) (232,810) (90,398) (9,436) (1,085,236)
Interfund
transfers (1,022,078) 931,230 51,708 100,550 40,775 236,183 (121,952) (216,416)
----------- -------- ---------- -------- ------- ---------- ---------- --------- -----------
Net assets
available for
benefits,
December 31,
1996 $ $954,386 $4,972,294 $107,640 $41,693 $2,677,005 $1,107,687 $ 173,497 $10,034,202
=========== ======== ========== ======== ======= ========== ========== ========= ===========
</TABLE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements have been
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 an established security exchange. The Plan's investment funds
(funds) are valued by the fund manager, J.P. Morgan Investment
Management, Inc., 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 Procter & Gamble Master
Savings Trust (Master Trust) and each participant's account by PNC
Bank, Ohio, N.A. (PNC Bank), the trustee of the plan.
EXPENSES OF THE PLAN - 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 has determined and informed the Company by
letter dated February 16, 1996 that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan Administrator believes that the Plan is designed
and is currently being operated in compliance with the applicable
provisions of the IRC as of December 31, 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.
Use of a master trust permits the commingling of investments that fund
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 1996 and 1995 audited financial information
regarding the net assets and investment income of the Master Trust:
<TABLE>
Assets of the Master Trust at December 31, 1996 are summarized as follows:
<CAPTION>
MANAGEMENT
COLLECTIVE LARGE SMALL INTER- MANAGED
INCOME COMPANY COMPANY COMPANY NATIONAL RESERVE DIVERSIFIED BOND
FUND STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at
fair value $ - $44,722,820 $48,644,442 $2,637,484 $1,863,770 $32,149,667 $32,299,750 $5,790,354 $168,108,287
Accrued interest
and dividends - 6,336 263 51 35 382 152 23 7,242
----------- ----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------
Total $ - $44,729,156 $48,644,705 $2,637,535 $1,863,805 $32,150,049 $32,299,902 $5,790,377 $168,115,529
=========== =========== =========== ========== ========== =========== =========== ========== ============
Plan's
investment in
Master Trust $ - $ 884,265 $ 5,065,615 $ 103,565 $ 39,788 $ 2,651,215 $ 1,108,032 $ 181,722 $ 10,034,202
=========== =========== =========== ========== ========== =========== =========== ========== ============
Plan's
percentage
ownership
interest in
Master Trust - % 2% 10% 4% 2% 8% 3% 3% 6%
=========== =========== =========== ========== ========== =========== =========== ========== ============
</TABLE>
<TABLE>
Investments held by the Master Trust at December 31, 1996 are summarized as
follows:
<CAPTION>
MANAGEMENT
COLLECTIVE LARGE SMALL INTER- MANAGED
INCOME COMPANY COMPANY COMPANY NATIONAL RESERVE DIVERSIFIED BOND
FAIR VALUE FUND STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
The Procter
& Gamble
Company
common stock $ $43,559,282 $ 43,559,282
Mutual funds $48,644,294 $2,637,437 $1,863,743 $32,085,388 $32,299,639 $5,790,250 123,320,751
Short-term
investments 1,163,538 148 47 27 64,279 111 104 1,228,254
---------- ----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------
Total
investments
at fair value $ - $44,722,820 $48,644,442 $2,637,484 $1,863,770 $32,149,667 $32,299,750 $5,790,354 $168,108,287
========== =========== =========== ========== ========== =========== =========== ========== ============
</TABLE>
<TABLE>
Investment income from the Master Trust for the year ended December 31, 1996 is
summarized as follows:
<CAPTION>
MANAGEMENT
COLLECTIVE LARGE SMALL INTER- MANAGED
INCOME COMPANY COMPANY COMPANY NATIONAL RESERVE DIVERSIFIED BOND
FUND STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net appreciation
in fair
value of
investments $50,196 $ 9,402,213 $9,601,531 $170,571 $36,190 $1,717,880 $4,251,429 $316,106 $25,546,116
Dividends 695,063 695,063
Interest 179,397 9,911 189,308
------- ----------- ---------- -------- ------- ---------- ---------- -------- -----------
Total $50,196 $10,276,673 $9,601,531 $170,571 $36,190 $1,727,791 $4,251,429 $316,106 $26,430,487
======= =========== ========== ======== ======= ========== ========== ======== ===========
Plan's equity
in net earnings
of Master Trust $39,788 $ 23,156 $1,009,955 $ 7,090 $ 918 $ 121,586 $ 147,595 $ 17,435 $ 1,367,523
======= =========== ========== ======== ======= ========== ========== ======== ===========
</TABLE>
<TABLE>
Assets of the Master Trust at December 31, 1995 are summarized as follows:
<CAPTION>
MANAGEMENT
COLLECTIVE LARGE MANAGED
INCOME COMPANY COMPANY RESERVE DIVERSIFIED BOND
FUND STOCK FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at
fair value $1,323,639 $37,568,733 $36,541,114 $35,298,684 $31,385,977 $7,472,474 $149,590,621
Accrued interest
and dividends 7 4,256 124 317 106 3 4,813
---------- ----------- ----------- ----------- ----------- ---------- ------------
Total $1,323,646 $37,572,989 $36,541,238 $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
interest in
Master Trust - - 9% 7% 3% 4% 5%
=========== =========== =========== =========== =========== ========== ============
</TABLE>
<TABLE>
Investments held by the Master Trust at December 31, 1995 are summarized as
follows:
<CAPTION>
MANAGEMENT
COLLECTIVE LARGE MANAGED
INCOME COMPANY COMPANY RESERVE DIVERSIFIED BOND
FAIR VALUE FUND STOCK 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 26 943,593 138 65,602 139 107 1,009,605
---------- ----------- ----------- ----------- ----------- ---------- ------------
Total investments
at fair value $1,323,639 $37,568,733 $36,541,114 $35,298,684 $31,385,977 $7,472,474 $149,590,621
========== =========== =========== =========== =========== ========== ============
</TABLE>
<TABLE>
Investment income from the Master Trust for the year ended December 31, 1995 is
summarized as follows:
<CAPTION>
MANAGEMENT
COLLECTIVE LARGE MANAGED
INCOME COMPANY COMPANY RESERVE DIVERSIFIED BOND
FUND STOCK FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Net appreciation
in fair value
of investment $600,245 $16,178,665 $ 8,040,240 $ 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 $600,245 $17,081,660 $ 8,040,240 $ 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 December 31, 1996 and 1995
are approximately $30,000 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/JOSEPH R. LAWHEAD
Date: June 27, 1997 ---------------------------------------
Joseph R. Lawhead
Member, Benefits Committee
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche
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 Registration Statement
No. 333-14397 of The Procter & Gamble Company on Form S-8 of our report dated
May 13, 1997 appearing in this Annual Report on Form 11-K of the Procter &
Gamble Company Subsidiaries Savings Plan for the year ended December 31, 1996.
/s/DELOITTE & TOUCHE LLP
Cincinnati, Ohio
June 24, 1997
- ---------------
Deloitte Touche
Tohmatsu
International
- ---------------
