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: Giorgio Employee 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
GIORGIO EMPLOYEE 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
GIORGIO EMPLOYEE SAVINGS PLAN
TABLE OF CONTENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
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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 Giorgio Employee 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>
GIORGIO EMPLOYEE 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 $6,661,018 $6,195,662
Loans to participants 216,951 202,200
---------- ----------
Total investments 6,877,969 6,397,862
LIABILITIES:
Other 156 1,948
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $6,877,813 $6,395,914
========== ==========
See notes to financial statements.
</TABLE>
<TABLE>
GIORGIO EMPLOYEE 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:
Equity in net earnings of The Procter
& Gamble Master Savings Trust $ 953,020 $1,283,087
Interest income 3,678 8,176
---------- ----------
Total investment income 956,698 1,291,263
Contributions:
Employee 664,974 648,079
Employer 251,175 241,932
---------- ----------
Total contributions 916,149 890,011
---------- ----------
Transfer from unaffiliated plan 23,132
---------- ----------
Total additions 1,895,979 2,181,274
DEDUCTIONS -
Distributions to participants and other 1,414,080 361,713
---------- ----------
NET INCREASE 481,899 1,819,561
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 6,395,914 4,576,353
---------- ----------
End of year $6,877,813 $6,395,914
========== ==========
See notes to financial statements.
</TABLE>
GIORGIO EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
- ------------------------------------------------------------------------------
1. PLAN DESCRIPTION
The following brief description of the Giorgio Employee Savings Plan
(Plan) is provided for general information purposes only. Participants
should refer to the Plan agreement for more complete information.
GENERAL - Effective August 30, 1994, The Procter & Gamble Company (P&G)
acquired Giorgio Beverly Hills, Inc. (Company) from Avon Products, Inc.
Prior to the acquisition, certain employees of the Company participated
in the Avon Employees' Savings and Stock Ownership Plan (Predecessor
Plan). Pursuant to the sales agreement with Avon, assets under the
Predecessor Plan owned by employees of the Company were transferred to
create the Plan on August 30, 1994. The Plan assets are held in a
combined trust account, The Procter & Gamble Master Savings Trust
(Master Trust), with the assets of other P&G sponsored defined
contribution plans (see Note 4). Each of the plans participating in the
Master Trust has a proportionate and undivided ownership interest in
the Master Trust assets.
Substantially all employees of the Company are eligible to participate
in the Plan upon completion of at least one year of eligibility
service, which is equal to 1,000 service hours. Employees who are
leased employees are not eligible to participate.
CONTRIBUTIONS - Employee contributions to the Plan may be made on a
pre-tax or after-tax basis from 1% to 15% of the employee's earnings.
The Company matches 50% of employee pre-tax or after-tax contributions
up to a maximum of 6% of the employee's contributions. Effective
December 31, 1996, both employee and employer contributions to the Plan
were suspended. During 1996, P&G granted one share of P&G common stock
to all employees who had completed a year of service. The additional
share was credited to each participant's account. The fair value of the
shares contributed is reported as an employer contribution in the
Plan's financial statements.
VESTING - Effective with the suspension of contributions on December
31, 1996, all participants became fully vested. Prior to December 31,
1996, participants were fully vested at all times in their voluntary
contributions plus earnings thereon. Vesting in the remainder of their
account was based upon years of continuous service. A participant was
fully vested after two years of service. Participant accounts
transferred from the Predecessor Plan were immediately and 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 as installment payments. 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 repayable via payroll deductions 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. 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 Company 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.
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.
INTERNATIONAL EQUITY FUND - A fund investing in a diversified portfolio
of equity securities of foreign corporations.
SMALL COMPANY 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>
INTER- LOANS
MANAGEMENT MANAGED COMPANY NATIONAL SMALL TO
LARGE COMPANY DIVERSIFIED BOND RESERVE STOCK EQUITY COMPANY PARTIC-
FUND FUND FUND FUND FUND FUND FUND IPANTS TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available
for benefits,
December 31, 1994 $1,774,928 $1,154,500 $ 855,538 $649,978 $141,409 $4,576,353
Equity in net earnings
of The Procter &
Gamble Master Savings
Trust 737,835 327,555 174,609 43,088 1,283,087
Interest income 8,176 8,176
Contributions 348,116 269,667 159,883 112,345 890,011
Distributions to
Participants and other (105,654) (111,327) (60,592) (81,092) (3,048) (361,713)
Transfers between funds 8,896 25,120 2,019 (91,698) 55,663
---------- ---------- ---------- -------- -------- ----------
Net assets available
for benefits,
December 31, 1995 2,764,121 1,665,515 1,131,457 632,621 202,200 6,395,914
Equity in net earnings
of The Procter &
Gamble Master Savings
Trust 609,866 229,144 51,878 34,237 $ 20,781 $ 1,296 $ 5,818 953,020
Interest income 3,678 3,678
Contributions 348,150 261,171 162,034 127,491 17,303 916,149
Transfer from
unaffiliated plan 4,628 9,252 9,252 23,132
Distributions to
participants and other (741,389) (340,229) (167,047) (153,861) (99) (11,455) (1,414,080)
Transfers between funds (302,549) (176,348) (323,873) 27,204 599,732 65,958 87,348 22,528
---------- ---------- ---------- -------- -------- ------- ------- -------- ----------
Net assets available
for benefits,
December 31, 1996 $2,682,827 $1,648,505 $ 854,449 $667,692 $646,969 $67,254 $93,166 $216,951 $6,877,813
========== ========== ========== ======== ======== ======= ======= ========= ==========
</TABLE>
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements are prepared under the
accrual basis of accounting and the Plan's investments and investment
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, JP 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
participating plan and participant's account by the Trustee.
EXPENSES OF THE PLAN - Trustee fees and other expenses of the Plan are
paid by P&G.
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.
RECLASSIFICATIONS - Certain prior year amounts have been reclassified
to conform with 1996 classifications.
3. TAX STATUS
The Internal Revenue Service (IRS) has determined and informed the
Company by letter dated March 22, 1996, that the Plan and related trust
are designed in accordance with applicable sections of the Internal
Revenue Code (IRC). The Plan has been amended since receiving the
determination letter. However, the plan administrator believes that the
Plan is designed and is currently being operated in compliance with the
applicable provisions of the IRC at December 31, 1996 and 1995.
4. INTEREST IN MASTER TRUST
Effective January 1, 1993, P&G formed the Master Trust in accordance
with a master trust agreement with PNC Bank, Ohio, N.A. (PNC Bank).
Use of a Master Trust permits the commingling of investments that fund
various P&G-sponsored defined contribution 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 $ - $ 578,496 $ 2,709,358 $ 85,737 $ 60,131 $ 678,253 $ 1,671,517 $ 877,526 $ 6,661,018
========== =========== =========== ========== ========== =========== =========== ========== ============
Plan's percentage
ownership
interest in
Master Trust - % 1% 6% 3% 3% 2% 5% 15% 4%
========== =========== =========== ========== ========== =========== =========== ========== ============
</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 $ - $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 $ - $ 20,781 $ 609,866 $ 5,818 $ 1,296 $ 34,237 $ 229,144 $ 51,878 $ 953,020
========== =========== ========== ======== ======= ========== ========== ======== ===========
</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 - - $ 2,774,177 $ 640,036 $ 1,651,202 $1,130,247 $ 6,195,662
========== =========== =========== =========== =========== ========== ============
Plan's percentage
ownership
interest in
Master Trust - - 8% 2% 5% 15% 4%
========== =========== =========== =========== =========== ========== ============
</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 investments $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 - - $ 737,835 $ 43,088 $ 327,555 $ 174,609 $ 1,283,087
======== =========== =========== =========== =========== ========== ============
</TABLE>
5. DISTRIBUTIONS
Distributions payable to participants as of December 31, 1996 and 1995
are approximately $224,000 and $141,000, respectively.
6. SUBSEQUENT EVENT
The Plan was amended and contributions to the Plan were discontinued as
of December 31, 1996 as all participants became eligible for The
Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan
on January 1, 1997. Participants will continue to earn investment
income within their selected accounts, until retirement or final
distribution of balance.
On January 1, 1997, the Giorgio Pension Plan, a defined contribution
plan, was merged into the Plan with assets of approximately $3,500,000.
* * * * * *
<TABLE>
GIORGIO EMPLOYEE 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 52 loans with maturities
ranging from January 1997 to
April 2007 and interest rates
ranging from 7-10% $ - $216,951
==== ========
</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.
Giorgio Employee 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. 333-14387 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 Giorgio
Employee Savings Plan for the year ended December 31, 1996.
/S/DELOITTE & TOUCHE LLP
Cincinnati, Ohio
June 24, 1997
- ---------------
Deloitte Touche
Tohmatsu
International
- ---------------
