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: Richardson-Vicks 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
RICHARDSON-VICKS SAVINGS PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995 AND SUPPLEMENTAL
SCHEDULE AS OF DECEMBER 31, 1996 AND
INDEPENDENT AUDITORS' REPORT
RICHARDSON-VICKS 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 SCHEDULE - Assets Held for Investment
(Item 27a of Form 5500), December 31, 1996 11
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 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 Richardson-Vicks Savings Plan ("the 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.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
Table of Contents is presented for the purpose of additional analysis and is not
a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The schedule is the responsibility of the Plan's management. Such schedule
has been subjected to the auditing procedures applied in our audit of the basic
1996 financial statements, and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/S/DELOITTE & TOUCHE LLP
- --------------------------
Deloitte & Touche LLP
May 13, 1997
- -----------------
Deloitte Touche
Tohmatsu
International
- -----------------
<TABLE>
RICHARDSON-VICKS 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 and
Gamble Master Savings Trust $48,958,580 $44,290,767
Loans to Participants 219,463 207,798
INTEREST RECEIVABLE 4,685 3,121
----------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $49,182,728 $44,501,686
=========== ===========
See notes to financial statements.
</TABLE>
<TABLE>
RICHARDSON-VICKS 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 and Gamble
Master Savings Trust $ 8,753,805 $ 8,635,267
Interest income 15,782 26,049
----------- -----------
Total investment income 8,769,587 8,661,316
Transfer from unaffiliated plan 1,564 291,077
----------- -----------
Total additions 8,771,151 8,952,393
----------- -----------
DEDUCTIONS - Distributions and other 4,090,109 3,542,357
----------- -----------
NET INCREASE 4,681,042 5,410,036
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 44,501,686 39,091,650
----------- -----------
End of year $49,182,728 $44,501,686
=========== ===========
See notes to financial statements.
</TABLE>
RICHARDSON-VICKS SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
- -----------------------------------------------------------------------------
1. PLAN DESCRIPTION
The following brief description of the Richardson-Vicks Savings Plan
(Plan) is provided for general information purposes only. Participants
should refer to the Plan agreement for more complete information.
GENERAL - The Plan is a defined contribution plan established by
Richardson-Vicks Inc. (Company) to provide a means for eligible
employees to supplement their retirement income. The Company is a
wholly-owned subsidiary of The Procter & Gamble Company (Parent). The
Plan assets are held in a combined trust account with the assets of
other Parent defined contribution plans (see Note 4). Each of the plans
has a proportionate and undivided ownership interest in the trust
assets.
CONTRIBUTIONS - Effective December 31, 1987, both employee and employer
contributions to the Plan were suspended. Plan participants became
eligible to participate in The Procter & Gamble Profit Sharing Trust
and Employee Stock Ownership Plan effective December 31, 1987.
VESTING - Effective with the suspension of contributions on December
31, 1987, 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 or in installment payments over a
period not to exceed 120 months. 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 the 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.
LOANS - The Plan has a loan feature under which active participants may
borrow up to 50% of the current value of their vested account values
exclusive of amounts attributable to Company contributions (up to a
maximum of $50,000). Loans are repaid via payroll deduction over a
period of up to five years, except for loans used to purchase a primary
residence which are repaid via payroll deduction over a period of up to
10 years. Principal and interest paid is credited to applicable funds
in the borrower's account. Former Company employees with deferred
balances may not borrow against their accounts. Upon participant
termination or retirement, the outstanding loan balance will be treated
as a distribution to the participant.
TRANSFER FROM UNAFFILIATED PLAN - Amounts represent account balances of
Company employees transferred from unaffiliated Parent plans.
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 benefit that can be provided from the participant's account. The
Collective Income Fund was discontinued during 1995 and participants
were allowed to reallocate among the other investment options. If a
participant did not choose an alternative investment option, all funds
previously held in the Collective Income Fund were transferred to the
Reserve Fund. Participants may allocate their account balances 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 interest
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 for the years
ended December 31, 1996 and 1995:
<CAPTION>
MANAGEMENT
COLLECTIVE COMPANY LARGE SMALL INTER- MANAGED LOANS TO
INCOME STOCK COMPANY COMPANY NATIONAL RESERVE DIVERSIFIED BOND PARTIC-
FUND FUND FUND FUND FUND FUND FUND FUND PANTS TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets
available
for
benefits,
December
31, 1994 $ 19,483,367 $14,962,588 $4,383,908 $261,787 $39,091,650
Equity in
net
earnings
of The
Procter &
Gamble
Master
Savings
Trust 501,819 5,200,683 1,889,593 $ 472,654 $ 474,490 $ 96,028 8,635,267
Interest
income 26,049 26,049
Transfer
from
unaffiliated
plan 165,947 35,930 7,268 48,887 30,096 2,949 291,077
Distributions
to
participants (166,495) (1,383,404) (215,499) (1,609,727) (155,835) (3,318) (8,079) (3,542,357)
Transfer
between
funds (19,818,691) 1,471,113 13,206,032 3,971,884 1,244,570 (74,908)
------------ ----------- ---------- -------- -------- ----------- ---------- ---------- -------- ----------
Net assets
available
for
benefits,
December
31, 1995 18,945,814 7,565,045 12,076,227 4,339,426 1,367,376 207,798 44,501,686
Equity in net
earnings of
The Procter
& Gamble
Master
Savings
Trust 5,681,254 1,782,355 $ 46,752 $ 16,452 592,690 565,576 68,726 8,753,805
Interest
income 15,782 15,782
Transfer from
unaffiliated
plan 1,564 1,564
Distributions
to
participants (1,665,156) (625,309) (1,110,209) (610,772) (73,934) (4,729) (4,090,109)
Transfer
between
funds 1,095,772 248,890 689,239 748,079 (1,972,917) (377,445) (430,666) (952)
------------ ----------- ---------- -------- -------- ----------- ---------- ---------- -------- -----------
Net assets
available
for
benefits,
December
31, 1996 $ - $24,057,684 $8,970,981 $735,991 $764,531 $ 9,585,791 $3,916,785 $ 931,502 $219,463 $49,182,728
============ =========== ========== ======== ======== =========== ========== ========== ======== ===========
</TABLE>
2. 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 Parent.
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 13, 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 Parent 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 Parent-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 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 $ - $24,057,684 $ 8,970,981 $ 735,991 $ 764,531 $ 9,585,791 $ 3,916,785 $ 931,502 $ 48,963,265
=========== =========== =========== ========== ========== =========== =========== ========== ============
Plan's
percentage
ownership
interest in
Master Trust - % 54% 18% 28% 41% 30% 12% 16% 29%
=========== =========== =========== ========== =========== =========== =========== ========== ============
</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 apprecia-
tion 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 $ - $ 5,681,254 $1,782,355 $ 46,752 $16,452 $ 592,690 $ 565,576 $ 68,726 $ 8,753,805
=========== =========== ========== ======== ======= ========== ========== ======== ===========
</TABLE>
<TABLE>
Assets of the Master Trust at December 31, 1995 are summarized as follows:
<CAPTION>
COLLECTIVE MANAGEMENT MANAGED
INCOME COMPANY LARGE 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 - 18,945,814 $ 7,565,045 $12,076,227 $ 4,339,426 $1,367,376 $ 44,293,888
=========== =========== =========== =========== =========== ========== ============
Plan's percentage
ownership interest
in Master Trust - 50% 21% 34% 14% 18% 30%
=========== =========== =========== =========== =========== ========== ============
</TABLE>
<TABLE>
Investments held by the Master Trust at December 31, 1995 are summarized as
follows:
<CAPTION>
COLLECTIVE MANAGEMENT MANAGED
INCOME COMPANY LARGE 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>
COLLECTIVE MANAGEMENT MANAGED
INCOME COMPANY LARGE 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 $501,819 $ 5,200,683 $ 1,889,593 $ 472,654 $ 474,490 $ 96,028 $ 8,635,267
======== =========== =========== =========== =========== ========== ============
</TABLE>
5. DISTRIBUTIONS PAYABLE
Distributions payable to participants as of December 31, 1996 and 1995
are approximately $111,000 and $16,000, respectively.
<TABLE>
RICHARDSON-VICKS SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT (ITEM 27a of Form 5500)
DECEMBER 31, 1996
- ----------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C>
IDENTITY OF ISSUE,
BORROWER, LESSOR FAIR
OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
Participant Loans 57 loans with maturities
ranging from February 1997
to December 2001 and interest
rates ranging from 6.5% - 10% $ - $219,463
====== ========
</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.
Richardson-Vicks 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. 333-14391 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 Richardson-
Vicks Savings Plan for the year ended December 31, 1996.
/s/DELOITTE & TOUCHE LLP
Cincinnati, Ohio
June 24, 1997
- ----------------
Deloitte Touche
Tohmatsu
International
- ----------------
