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 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997, OR
\ \ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] for the transition period from _________
to _______________
Commission file number 001-00434
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below: The Procter & Gamble Commercial Company
Employees' Savings Plan, 355 Tetuan Street, Old San Juan, Puerto Rico 00901
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office: The Procter & Gamble Company, One
Procter & Gamble Plaza, Cincinnati, Ohio 45202
REQUIRED INFORMATION
Item 4. Plan Financial Statements and Schedules Prepared in Accordance
with the Financial Reporting Requirements of ERISA
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1997 AND 1996, SUPPLEMENTAL
SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 1997
AND INDEPENDENT AUDITORS' REPORT
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' 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, 1997 and 1996 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1997 and 1996 3
Notes to Financial Statements 4-7
Supplemental Schedules:
Schedule I - Item 27a - Assets Held for Investment as of
December 31, 1997 8
Schedule II - Item 27d - Reportable Transactions for the
Year Ended December 31, 1997 9
INDEPENDENT AUDITORS' REPORT
To the Participants and Retirement Committee of
The Procter & Gamble Commercial Company
Employees' Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of The Procter & Gamble Commercial Company Employees' Savings Plan (the "Plan")
as of December 31, 1997 and 1996, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1997 and 1996, and the changes in its 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 schedules of (1) assets
held for investment as of December 31, 1997 and (2) reportable transactions for
the year ended December 31, 1997 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
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. These schedules are the responsibility of the Plan's
management. Such supplemental schedules have been subjected to the auditing
procedures applied in our audits of the basic 1997 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/S/DELOITTE & TOUCHE LLP
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Deloitte & Touche LLP
San Juan, Puerto Rico
May 8, 1998
<TABLE>
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
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<CAPTION>
1997 1996
<S> <C> <C>
INVESTMENS:
Commingled trust investments at fair value (Notes 1, 2 and 3):
Fixed Income Fund - 10,355.35 units (cost, $129,754) at December 31, 1997;
12,037.84 units (cost, $142,712) at December 31, 1996 $ 144,975 $ 161,909
Growth Fund - 50,687.11 units (cost, $726,500) at December 31, 1997;
43,644.75 units (cost - $554,960) at December 31, 1996 1,062,909 752,872
Equity Fund - 35,243.55 units (cost, $465,218) at December 31, 1997;
30,351.69 units (cost, $369,477) at December 31, 1996 589,624 432,208
The Procter & Gamble Company Common Stock Fund - 25,743.95 units
(cost, $1,147,422) at December 31, 1997; 11,342.27 units (cost $843,790)
at December 31, 1996 2,054,702 1,220,712
---------- ----------
Total commingled trust investments at fair value 3,852,210 2,567,701
NET ASSETS AVAILABLE FOR BENEFITS $3,852,210 $2,567,701
========== ==========
See notes to financial statements.
</TABLE>
<TABLE>
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997 AND 1996
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<CAPTION>
1997 1996
<S> <C> <C>
ADDITIONS:
Commingled trust investment income:
Net appreciation in fair value of investments (Notes 1 and 3) $ 793,048 $ 390,888
Interest and dividends 131,319 62,752
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Total commingled trust investment income 924,367 453,640
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Contributions:
Plan participants 529,516 521,665
Plan sponsor 166,556 145,965
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Total contributions 696,072 667,630
---------- ----------
Total additions 1,620,439 1,121,270
DEDUCTIONS - Benefits paid to participants (335,930) (201,698)
---------- ----------
NET INCREASE 1,284,509 919,572
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 2,567,701 1,648,129
---------- ----------
End of Year $3,852,210 $2,567,701
========== ==========
See notes to financial statements.
</TABLE>
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
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1. DESCRIPTION OF THE PLAN
The Procter & Gamble Commercial Company Employees' Savings Plan (the
"Plan") is a voluntary defined contribution plan available for all
regular, full-time employees of The Procter & Gamble Commercial Company
who are residents of Puerto Rico, have completed one year of service,
and whose conditions of employment are not subject to a collective
bargaining agreement, unless such agreement provides to the contrary.
The Plan was established effective November 1, 1993 and is sponsored by
The Procter & Gamble Commercial Company (the "Company"). Employees may
contribute, through payroll deductions, from 1% to 10% of their
compensation. The Company makes matching contributions to the Plan for
each pay period equal to 40% of the first 5% of compensation the
participant elects to contribute to the Plan. Forfeitures of non-vested
Company contributions are used to reduce future Company contributions to
the Plan. Participants are always 100% vested in their personal
contributions and any earnings thereon. Participants become 100% vested
in the Company matching contributions on their behalf upon the
occurrence of any of the following events: completion of five years of
service with the Company; attaining age 65; total disability while
employed by the Company or death while employed by the Company. Upon
participants' termination or retirement, their vested account balance
will be paid in a single lump sum in cash or in Procter & Gamble common
stock. If participants terminate employment before retirement and the
account balance in their Company matching contributions account exceeds
$3,500, it will not be distributed to the participants until their 65th
birthday, unless participants and their spouse (if applicable) consent
in writing to an earlier distribution. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its contributions at
any time and to terminate the Plan subject to the provisions of ERISA.
In the event of plan termination, participants will become 100% vested
in their accounts.
Under the provisions of the Plan, participating employees may elect to
invest their contributions in one or more of the following commingled
trust investment funds that are administered by Oriental Bank & Trust
(the "Trustees"):
FIXED INCOME FUND - Invests in fixed income obligations including
short-term securities issued or guaranteed by the United States
government. This fund intends to obtain high interest rates through low
risk short-term investments while preserving the principal.
GROWTH FUND - Invests in diversified growth stocks of large United
States and multinational companies whose earnings have been increasing
consistently over the years. This fund seeks a long-term capital growth.
EQUITY FUND - Invests in common stocks of large United States and
multinational companies. This fund seeks long-term capital growth by
participating in the growth of the economy.
THE PROCTER & GAMBLE COMPANY COMMON STOCK FUND - Invests solely in
common stock of The Procter & Gamble Company.
All of the Plan's investment options under the Oriental Commingled Trust
invest solely in Fidelity Investments funds with similar investment
objectives.
<TABLE>
The acitivity and balances in the funds are summarized as follows for the years
ended December 31, 1997 and 1996:
<CAPTION>
THE PROCTER &
FIXED GAMBLE COMPANY
INCOME GROWTH EQUITY COMMON STOCK
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
Net asset available for
benefits, December 31, 1995 $ 143,598 $ 490,023 $ 340,633 $ 673,875 $1,648,129
---------- ---------- ---------- ---------- ----------
Net appreciation (depreciation)
in fair value of investments (811) 116,476 42,149 233,074 390,888
Interest and dividends 3,232 14,603 5,735 39,182 62,752
---------- ---------- ---------- ---------- ----------
Total commingled trust
investment income 2,421 131,079 47,884 272,256 453,640
Contributions 48,453 176,495 130,621 312,061 667,630
Benefits paid to participants (23,773) (42,358) (38,893) (96,674) (201,698)
Net interfund transfers (8,790) (2,367) (48,037) 59,194 -
---------- ---------- ---------- ---------- ----------
Net assets available for
benefits, December 31, 1996 161,909 752,872 432,208 1,220,712 2,567,701
---------- ---------- ---------- ---------- ----------
Net appreciation (depreciation)
in fair value of investments (2,442) 169,277 75,886 550,327 793,048
Interest and dividends (35,310) 27,570 12,631 126,428 131,319
---------- ---------- ---------- ---------- ----------
Total commingled trust
investment income (37,752) 196,847 88,517 676,755 924,367
Contributions 40,555 188,868 110,447 356,202 696,072
Benefits paid to participants (20,976) (72,829) (44,066) (198,059) (335,930)
Net interfund transfers 1,239 (2,849) 2,518 (908) -
---------- ---------- ---------- ---------- ----------
Net assets available for
benefits, December 31, 1997 $ 144,975 $1,062,909 $ 589,624 $2,054,702 $3,852,210
========== ========== ========== ========== ==========
</TABLE>
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Plan are prepared
under the accrual method of accounting.
VALUATION OF INVESTMENTS - All investments are stated at fair value.
PLAN EXPENSES - All expenses incurred in administering the Plan may be
paid out of the invested assets unless paid by the Company.
PAYMENT OF BENEFITS - Benefits are recorded when paid.
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 reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could difer from those estimates.
3. INVESTMENTS
At December 31, 1997, the Plan owned 1.8%, 4.3% and 4.1% (1.6%, 4.6% and
3.8% at December 31, 1996) of the total current value of the investments
of the Fixed Income Fund, Growth Fund and Equity Fund, respectively.
Investment income and the net appreciation (depreciation) in the fair
value of the investments held by the Oriental Commingled Trust are
allocated to the participating defined contribution plans based on each
plan's proportional interest in the fair value of such investments.
4. PARTY IN INTEREST INVESTMENTS AND TRANSACTIONS
The Procter & Gamble Commercial Company is a party-in-interest, as
defined by ERISA. There were no prohibited party-in-interest investments
or transactions for the years ended December 31, 1997 and 1996.
5. INCOME TAXES
The Plan is exempt from Puerto Rico income taxes under the provisions of
the Puerto Rico Internal Revenue Code of 1994 ("PRIRC"), as amended.
The Plan is not qualified under Section 401(a) of the Internal Revenue
Code, but it is exempt from United States taxation under Section 1022 of
the Employee Retirement Income Security Act of 1974. The Plan is
required to operate in conformity with the PRIRC to maintain its
qualification.
The Plan participants are not taxed on the income and contributions made
for their accounts until such time as the participant or the
participant's beneficiary receives distributions from the Plan.
6. BENEFITS PAYABLE
As of December 31, 1997 and 1996, net assets available for benefits
included benefits of $49,956 and $25,484, respectively, due to
participants who have withdrawn from participation in the Plan.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
<TABLE>
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
<CAPTION>
DECEMBER 31,
-------------------------
1997 1996
<S> <C> <C>
Net assets available for benefits per the financial statements $3,852,210 $2,567,701
Amounts allocated to withdrawing participants (49,956) (25,484)
---------- ----------
Net assets available for benefits per Form 5500 $3,802,254 $2,542,217
========== ==========
</TABLE>
<TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
<CAPTION>
YEAR ENDED
DECEMBER 31,
--------------------------
1997 1996
<S> <C> <C>
Benefits paid to participants per the financial statements $335,930 $201,698
Add: Net increase in benefits payable 24,472 25,484
-------- --------
Benefits paid to participants per Form 5500 $360,402 $227,182
======== ========
</TABLE>
Ammounts allocated to withdrawing participants are recorded on the Form
5500 for benefits that have been approved for payment prior to December
31 but not yet paid as of that date.
* * * * * *
<TABLE>
SCHEDULE I
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1997
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<CAPTION>
IDENTITY OF ISSUE UNITS COST FAIR VALUE
<S> <C> <C> <C>
Fixed Income Fund 10,355.35 $ 129,754 $ 144,975
Growth Fund 50,687.11 726,500 1,062,909
Equity Fund 35,243.55 465,218 589,624
The Procter & Gamble Company
Common Stock Fund 25,743.95 1,147,422 2,054,702
---------- ----------
Total commingled trust investments $2,468,894 $3,852,210
========== ==========
</TABLE>
<TABLE>
SCHEDULE II
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
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<CAPTION>
CURRENT
EXPENSES VALUE OF
INCURRED ASSET ON NET GAIN
DESCRIPTION OF NUMBER OF PURCHASE SELLING WITH COST OF TRANSACTION OR LOSS
ASSET PURCHASES AMOUNT AMOUNT TRANSACTION ASSET DATE ON SALE
<S> <C> <C> <C> <C> <C> <C>
Fixed Income Fund 12 $ 40,555 $ 27,229 N/A $ 23,576 $ 27,229 $ 3,653
Growth Fund 12 188,868 41,154 N/A 34,365 41,154 6,789
Equity Fund 12 110,445 65,639 N/A 51,635 65,639 14,004
The Procter & Gamble
Company Stock 12 356,202 226,380 N/A 143,586 226,380 82,794
</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
thereunto duly authorized.
The Procter & Gamble Commercial
Company Employees' Savings Plan
DATE June 25, 1998 /S/BEATRIZ RADA
----------------------------------
Beatriz Rada
For the Savings Plan Committee,
Administrator of The Procter &
Gamble Commercial Company
Employees' Savings Plan
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
033-50273 of The Procter & Gamble Company on Form S-8 of our report dated May 8,
1998 appearing in this Annual Report on Form 11-K of The Procter & Gamble
Commercial Company Employees' Savings Plan for the year ended December 31, 1997.
/S/DELOITTE & TOUCHE LLP
- ----------------------
Deloitte & Touche LLP
San Juan, Puerto Rico
May 8, 1998
