Registration No.
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 1992 STOCK PLAN (Belgian Version)
(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 unit price fee
- ------------------------------------------------------------------------------
Common Stock 500,000 $122.375(1) $61,187,500(1) $18,541.67
(without par
value)
Options to 500,000 $1.00 $500,000 $151.52
purchase
Common Stock
(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 reported in the consolidated reporting
system on February 11, 1997.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by The Procter & Gamble Company (the
"Company") 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, 1996 (which incorporates by reference portions
of the Company's definitive Proxy Statement dated August 30,
1996 for the Company's Annual Meeting of Shareholders held on
October 8, 1996 and portions of its Annual Report to
Shareholders for the year ended June 30, 1996).
2. The Company's Quarterly Reports on Form 10-Q for the periods
ended September 30, 1996 and December 31, 1996.
3. The Company's Current Reports on Form 8-K dated November 18,
1996, December 3, 1996, December 16, 1996, December 20, 1996,
January 7, 1997, January 17, 1997 and January 28, 1997 and
amended Form 8-K dated December 3, 1996.
4. All other documents filed by the Company or Plan 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 incorporated in this Registration Statement by
reference from the Company's Annual Report on Form 10-K for the year ended June
30, 1996 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 the reports of such firm given upon their
authority as experts in accounting and auditing.
Item 4. DESCRIPTION OF CAPITAL STOCK AND OTHER SECURITIES OFFERED
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.
The options offered for sale to the participants of the Plan (the
"Options") to purchase Common Stock offered hereunder are non-statutory stock
options with an exercise price equal to the average of the high and low prices
of the Common Stock on the New York Stock Exchange on the day of grant or offer.
Each Option represents the right to acquire one share of Common Stock upon the
exercise of such Option. The number of stock options, whether Options or
otherwise, issued by the Company and outstanding as of January 31, 1997, is
30,884,517. The Options are not listed on an exchange and are not transferable
other than by will or the laws of descent and distribution. The Options are
exercisable at any time after one (1) year after the date of grant or offer and
remain exercisable until the close of business of the Company in Cincinnati,
Ohio on the day which is ten (10) years after the date of grant or offer. The
Options are subject to certain conditions and possible forfeiture under certain
circumstances as set forth in the Plan. The number of shares and exercise prices
covered by outstanding Options shall be adjusted to give effect to any stock
splits, stock dividends, or other changes in the Company's capitalization.
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
(5) -- Opinion of Counsel
(23)(a) -- Consent of Deloitte & Touche LLP.
(23)(b) -- Consent of Chris B. Walther, Esq. is contained in his opinion
filed as Exhibit (5)
- ---------------
* 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.
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 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.
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 February 14, 1997.
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 February 14, 1997.
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
/S/NORMAN R. AUGUSTINE
- --------------------
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
/S/MARINA V. N. WHITMAN
- -------------------
Marina v. N. Whitman Director
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
*(4)(i)(a) -- Amended Articles of Incorporation
**(4)(i)(b) -- Regulations
(5) -- Opinion of Counsel
(23)(a) -- Consent of Deloitte & Touche LLP.
(23)(b) -- Consent of Chris B. Walther, Esq. is contained in his opinion
filed as Exhibit (5)
- ---------------
* 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 5
OPINION OF CHRIS B. WALTHER, ESQ.
The Procter & Gamble Company
Legal Division
1 Procter & Gamble Plaza, Cincinnati, Ohio 45202-3315
February 14, 1997
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202
Gentlemen/Mesdames:
This opinion is rendered for use in connection with the Registration Statement
on Form S-8, registering 500,000 shares of the Company's Common Stock, without
par value ("Shares"), and 500,000 options to purchase the Company's Common
Stock, without par value ("Options"), to be offered as set forth in the
Registration Statement for The Procter & Gamble 1992 Stock Plan (Belgian
Version).
As counsel for the Company, I have examined and am familiar with originals or
copies, certified or otherwise, identified to my satisfaction, of such statutes,
documents, corporate records, certificates of public officials and other
instruments as I have deemed necessary for the purpose of this opinion including
the Amended Articles of Incorporation, Regulations and By-Laws of the Company,
The Procter & Gamble 1992 Stock Plan (Belgian Version), the record of
proceedings of the Directors of the Company and such other instruments which I
consider pertinent.
Upon the basis of the foregoing, I am of the opinion that when issued,
delivered, and paid for in accordance with this Registration Statement and The
Procter & Gamble 1992 Stock Plan (Belgian Version) and after the filing of this
Registration Statement with the Securities and Exchange Commission,
(a) the Shares will be validly and legally issued and will be
fully paid and non-assessable; and
(b) the Options will be validly and legally issued.
I express no opinion as to the laws of any jurisdiction other than the laws of
the State of Ohio.
The opinion set forth herein is expressed solely for the benefit of the
addressee hereof and may not be relied upon by any other person or entity
without my prior written consent.
I hereby consent to the filing of this opinion as Exhibit (5) to the
Registration Statement and to the reference to my name in the Registration
Statement.
Very truly yours,
/S/CHRIS B. WALTHER
- ------------------------
Chris B. Walther
Counsel
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
-----------------------------
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 this Registration Statement of
The Procter & Gamble Company on Form S-8 of our report dated August 8, 1996
incorporated by reference in the Annual Report on Form 10-K of The Procter &
Gamble Company for the year ended June 30, 1996. We also consent to the
reference to us under the heading "Experts" in this Registration Statement.
/S/DELOITTE & TOUCHE LLP
- -------------------------
Deloitte & Touche LLP
February 14, 1997
- ---------------
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
- ---------------
