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
\ \ FOR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _______________
Commission file number 001-00434
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below: Procter & Gamble Subsidiaries Savings Plan, The
Procter & Gamble Company, Two Procter & Gamble Plaza, Cincinnati, Ohio
45202.
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office: The Procter & Gamble Company, One
Procter & Gamble Plaza, Cincinnati, Ohio 45202.
REQUIRED INFORMATION
Item 4. Plan Financial Statements and Schedules Prepared in Accordance With
the Financial Reporting Requirements of ERISA
THE PROCTER & GAMBLE SUBSIDIARIES
SAVINGS PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1997 AND 1996 AND
INDEPENDENT AUDITORS' REPORT
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN
TABLE OF CONTENTS
- -----------------------------------------------------------------------------
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 for the Years
Ended December 31, 1997 and 1996 4
SUPPLEMENTAL SCHEDULES OMITTED - The following schedules were omitted because of
the absence of conditions under which they are required or due to their
inclusion in information filed by The Procter & Gamble Master Savings Trust:
Reportable Transactions for the Year Ended December 31, 1997
Assets Held for Investment Purposes
Assets Acquired and Disposed of Within the Plan Year
Party-in-Interest Transactions
Obligations in Default
Leases in Default
DELOITTE &
TOUCHE LLP
- ------------ ------------------------------------------------------
250 East Fifth Street Telephone: (513) 784-7100
P.O. Box 5340
Cincinnati, Ohio 45201-5340
INDEPENDENT AUDITORS' REPORT
To The Procter & Gamble Master Savings Plan Committee:
We have audited the accompanying statements of net assets available for benefits
of The Procter & Gamble Subsidiaries Savings Plan (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 net assets available for benefits for the years
then ended in conformity with generally accepted accounting principles.
/S/DELOITTE & TOUCHE LLP
- --------------------------
Deloitte & Touche LLP
May 8, 1998
- -----------------
Deloitte Touche
Tohmatsu
International
- -----------------
<TABLE>
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 and 1996
- -----------------------------------------------------------------------------
<CAPTION>
1997 1996
<S> <C> <C>
INVESTMENTS, At fair value:
Investments in The Procter &
Gamble Master Savings Trust $11,918,617 $10,034,202
NET ASSETS AVAILABLE FOR BENEFITS $11,918,617 $10,034,202
=========== ===========
See notes to financial statements.
</TABLE>
<TABLE>
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
- -----------------------------------------------------------------------------
<CAPTION>
1997 1996
<S> <C> <C>
ADDITIONS:
Investment income - Equity in
net earnings of The Procter &
Gamble Master Savings Trust $ 2,620,532 $ 1,367,523
----------- -----------
Contributions:
Employer contributions 2,301
Employee contributions 5,417
----------- -----------
Total contributions 7,718
----------- -----------
Transfer from merged plans 2,837,729
Transfer from unaffiliated plan 7,043
Other 16,785
----------- -----------
Total additions 2,620,532 4,236,798
----------- -----------
DEDUCTIONS - Distributions to
participants 736,117 1,085,236
----------- -----------
NET INCREASE 1,884,415 3,151,562
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 10,034,202 6,882,640
----------- -----------
End of year $11,918,617 $10,034,202
=========== ===========
See notes to financial statements.
</TABLE>
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
1. DESCRIPTION OF THE PLAN
The following brief description of The Procter & Gamble Subsidiaries
Savings Plan (the "Plan") is provided for general information only.
Participants should refer to the Plan agreement for more complete
information.
GENERAL - The Plan was established effective March 2, 1990 upon the
acquisition of the Hawaiian Punch Division of DelMonte by The Procter &
Gamble Company ("Company"). Effective March 14, 1996, the Sundor Brands
Savings Plan, Max Factor Savings Plan and Speas Savings Plan were
merged into the Plan. This merger was recorded as a transfer from
merged plans of approximately $2,800,000 in the Plan's financial
statements in 1996. The Plan is a voluntary defined contribution plan
covering all eligible employees of Sundor Group, Inc., including the
Sundor Brands and Hawaiian Punch divisions, Max Factor & Company and
Speas Company, all subsidiaries of the Company. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
CONTRIBUTIONS AND VESTING - The Speas Company and its employees made
contributions to the Plan until April 1996. After such time, all
contributions to the Plan were suspended and the participants became
fully vested.
DISTRIBUTIONS - The Plan provides for benefits to be paid upon
retirement, disability, death, or separation other than retirement as
defined by the Plan document. Plan benefits may be made in a lump sum
of cash or shares of common stock, in installment payments over a
period not to exceed 120 months or an annuity. Retired or terminated
employees shall commence benefit payments upon attainment of age
70 1/2.
WITHDRAWALS - A participant may withdraw any portion of after-tax
contributions once in any six-month period. Participants who have
attained age 59 1/2 or have demonstrated financial hardship may
withdraw all or any portion of their before-tax contributions once in
any six-month period.
PLAN TERMINATION - Although it has not expressed any intent to do so,
the Company has the right under the Plan to terminate the Plan subject
to the provisions of ERISA.
ADMINISTRATION - The Plan is administered by the Master Savings Plan
Committee consisting of three members appointed by the Board of
Directors of the Company, except for duties specifically vested in the
trustee, who is also appointed by the Board of Directors of the
Company.
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 their account. The Collective
Income Fund was discontinued as an investment option during 1996 and
all proceeds were transferred to other investment options offered by
the Plan. Participants may allocate their account in one or all of the
following investment options offered by the Plan (Note 4):
RESERVE FUND - A fund investing in short to medium length
maturity, interest-bearing instruments.
COMPANY STOCK FUND - A fund investing in shares of The Procter
& Gamble Company common stock.
MANAGED BOND FUND - A fund investing in a diversified
portfolio of publicly and privately traded corporate,
government, international, and mortgage backed bonds.
LARGE COMPANY FUND - A fund investing in equity securities of
approximately 300 domestic, large company stocks.
DIVERSIFIED FUND - A fund investing in a balanced portfolio
consisting of both equity and fixed securities.
COLLECTIVE INCOME FUND - A fund investing in guaranteed
investment contracts with varying maturities, sizes, and
yields.
INTERNATIONAL EQUITY FUND - A fund investing in a diversified
portfolio of equity securities of foreign corporations.
SMALL COMPANY 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, 1997 and 1996.
<CAPTION>
INTERNA-
COLLECTIVE COMPANY LARGE SMALL TIONAL MANAGED
INCOME STOCK COMPANY COMPANY EQUITY RESERVE DIVERSIFIED BOND
FUND FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets
available
for benefits
December 31,
1995 $3,569,718 $2,089,878 $ 893,220 $ 329,824 $ 6,882,640
Equity in net
earnings of The
Procter & Gamble
Master Savings
Trust $ 39,788 $ 23,156 1,009,955 $ 7,090 $ 918 121,586 147,595 17,435 1,367,523
Contributions 111 3,373 2,571 1,361 302 7,718
Transfers from
merged plans 1,071,481 987,391 454,701 274,757 49,399 2,837,729
Transfer from
unaffiliated
plan 1,829 4,580 423 211 7,043
Other 130 11,480 316 2,681 2,178 16,785
Distributions to
participants (89,432) (663,160) (232,810) (90,398) (9,436) (1,085,236)
Interfund
transfers (1,022,078) 931,230 51,708 100,550 40,775 236,183 (121,952) (216,416)
---------- ---------- ---------- -------- ------- ---------- ---------- --------- -----------
Net assets
available
for benefits
December 31,
1996 954,386 4,972,294 107,640 41,693 2,677,005 1,107,687 173,497 10,034,202
Equity in
net earnings
of The Procter
& Gamble Master
Savings Trust 1,014,079 1,274,606 33,626 2,304 123,211 158,822 13,884 2,620,532
Distributions to
participants (96,981) (352,418) (10,983) (9,270) (173,258) (80,797) (12,410) (736,117)
Interfund
transfers 2,103,559 (1,523,583) 37,364 7,336 (313,147) (304,305) (7,224)
---------- ---------- ---------- -------- ------- ---------- ---------- --------- -----------
Net assets
available
for benefits,
December 31,
1997 $ $3,975,043 $4,370,899 $167,647 $42,063 $2,313,811 $ 881,407 $ 167,747 $11,918,617
========== ========== ========== ======== ======= ========== ========== ========= ===========
</TABLE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements have been
prepared on the accrual basis of accounting and the Plan's net assets
and transactions are recorded at fair value. The Plan's investment in
The Procter & Gamble Company common stock is valued at the closing
price on an established security exchange. The Plan's investment funds
(funds) are valued by the fund manager, J.P. Morgan Investment
Management, Inc., based upon the fair value of the funds' underlying
investments. Income from investments is recognized when earned and is
allocated to each plan participating in The Procter & Gamble Master
Savings Trust (Master Trust) and each participant's account by PNC
Bank, Ohio, N.A. (PNC Bank), the trustee of the plan.
EXPENSES OF THE PLAN - Trustee fees and other expenses of the Plan are
paid by the Company.
USE OF ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
3. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated February 16, 1996 that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan Administrator believes that the Plan is designed
and is currently being operated in compliance with the applicable
provisions of the IRC as of December 31, 1997 and 1996.
4. INTEREST IN MASTER TRUST
Effective January 1, 1993, the Company formed the Master Trust in
accordance with a master trust agreement with PNC Bank.
Use of a master trust permits the commingling of investments that fund
various Company-sponsored benefit plans for investment and
administrative purposes. 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 1997 and 1996 audited financial information
regarding the net assets and investment income of the Master Trust:
<TABLE>
Assets of the Master Trust at December 31, 1997 are summarized as follows:
<CAPTION>
INTERNA-
LARGE SMALL TIONAL MANAGED
COMPANY COMPANY COMPANY EQUITY RESERVE DIVERSIFIED BOND
STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at
fair value $75,945,362 $60,121,937 $4,728,540 $2,629,430 $28,051,469 $33,669,298 $5,858,170 $211,004,206
Accrued interest
and dividends 6,317 141 22 16 380 101 26 7,003
----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------
Total $75,951,679 $60,122,078 $4,728,562 $2,629,446 $28,051,849 $33,669,399 $5,858,196 $211,011,209
=========== =========== ========== ========== =========== =========== ========== ============
Plan's investment
in Master Trust $ 4,070,681 $ 4,370,211 $ 167,647 $ 42,063 $ 2,219,440 $ 881,093 $ 167,482 $ 11,918,617
=========== =========== ========== ========== =========== =========== ========== ============
Plan's percentage
ownership
interest in
Master Trust 5% 7% 4% 2% 8% 3% 3% 6%
=========== =========== ========== ========== =========== =========== ========== ============
</TABLE>
<TABLE>
Investments, at fair value, held by the Master Trust at December 31, 1997 are
summarized as follows:
<CAPTION>
INTERNA-
LARGE SMALL TIONAL MANAGED
COMPANY COMPANY COMPANY EQUITY RESERVE DIVERSIFIED BOND
STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Procter &
Gamble Company
common stock $74,844,561 $ 74,844,561
Mutual funds $60,121,830 $4,728,479 $2,629,377 $27,988,957 $33,669,235 $5,858,117 134,995,995
Short-term
investments 1,100,801 107 61 53 62,512 63 53 1,163,650
----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------
Total invest-
ments at fair
value $75,945,362 $60,121,937 $4,728,540 $2,629,430 $28,051,469 $33,669,298 $5,858,170 $211,004,206
=========== =========== ========== ========== =========== =========== ========== ============
</TABLE>
<TABLE>
Investment income from the Master Trust for the year ended December 31, 1997 is
summarized as follows:
<CAPTION>
INTERNA-
LARGE SMALL TIONAL MANAGED
COMPANY COMPANY COMPANY EQUITY RESERVE DIVERSIFIED BOND
STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net appreciation in fair
value of investments $22,915,525 $15,017,239 $817,130 $52,370 $1,468,561 $5,581,761 $520,449 $46,373,035
Dividends 836,156 836,156
Interest 56,289 3,197 59,486
----------- ----------- -------- ------- ---------- ---------- -------- -----------
Total $23,807,970 $15,017,239 $817,130 $52,370 $1,471,758 $5,581,761 $520,449 $47,268,677
=========== =========== ======== ======= ========== ========== ======== ===========
Plan's equity in net
earnings of Master Trust $ 1,014,079 $ 1,274,606 $ 33,626 $ 2,304 $ 123,211 $ 158,822 $ 13,884 $ 2,620,532
=========== =========== ======== ======= ========== ========== ======== ===========
</TABLE>
<TABLE>
Assets of the Master Trust at December 31, 1996 are summarized as follows:
<CAPTION>
INTERNA-
COLLECTIVE LARGE SMALL TIONAL MANAGED
INCOME COMPANY COMPANY COMPANY EQUITY RESERVE DIVERSIFIED BOND
FUND STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at
fair value $ - $44,722,820 $48,644,442 $2,637,484 $1,863,770 $32,149,667 $32,299,750 $5,790,354 $168,108,287
Accrued interest
and dividends $ - 6,336 263 51 35 382 152 23 7,242
---------- ----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------
Total $ - $44,729,156 $48,644,705 $2,637,535 $1,863,805 $32,150,049 $32,299,902 $5,790,377 $168,115,529
========== =========== =========== ========== ========== =========== =========== ========== ============
Plan's investment
in Master Trust $ - $ 884,265 $ 5,065,615 $ 103,565 $ 39,788 $ 2,651,215 $ 1,108,032 $ 181,722 $ 10,034,202
========== =========== =========== ========== ========== =========== =========== ========== ============
Plan's percentage
ownership
interest in
Master Trust - 2% 10% 4% 2% 8% 3% 3% 6%
========== =========== =========== ========== ========== =========== =========== ========== ============
</TABLE>
<TABLE>
Investments, at fair value, held by the Master Trust at December 31, 1996 are
summarized as follows:
<CAPTION>
INTERNA-
COLLECTIVE LARGE SMALL TIONAL MANAGED
INCOME COMPANY COMPANY COMPANY EQUITY RESERVE DIVERSIFIED BOND
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 invest-
ments 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>
INTERNA-
COLLECTIVE LARGE SMALL TIONAL MANAGED
INCOME COMPANY COMPANY COMPANY EQUITY RESERVE DIVERSIFIED BOND
FUND STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net appreciation
in fair value
of investments $50,196 $ 9,402,213 $9,601,531 $170,571 $36,190 $1,717,880 $4,251,429 $316,106 $25,546,116
Dividends 695,063 695,063
Interest 179,397 9,911 189,308
------- ----------- ---------- -------- ------- ---------- ---------- -------- -----------
Total $50,196 $10,276,673 $9,601,531 $170,571 $36,190 $1,727,791 $4,251,429 $316,106 $26,430,487
======= =========== ========== ======== ======= ========== ========== ======== ===========
Plan's equity
in net earnings
of Master Trust $39,788 $ 23,156 $1,009,955 $ 7,090 $ 918 $ 121,586 $ 147,595 $ 17,435 $ 1,367,523
======= =========== ========== ======== ======= ========== ========== ======== ===========
</TABLE>
5. DISTRIBUTIONS PAYABLE
Distributions payable to participants as of December 31, 1997 and 1996
are approximately $147,000 and $30,000, respectively.
* * * * * *
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
TRUSTEES (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT PLAN) HAVE DULY
CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO
DULY AUTHORIZED.
Procter & Gamble Subsidiaries
Savings Plan
/s/JOSEPH R. LAWHEAD
Date: June 25, 1998 ---------------------------------------
Joseph R. Lawhead
Member, Benefits Committee
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche
Deloitte &
Touche LLP
- ----------- ----------------------------------------------------------
250 East Fifth Street Telephone: (513) 784-7100
P.O. Box 5340
Cincinnati, Ohio 45201-5340
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-14397 of The Procter & Gamble Company on Form S-8 of our report dated May
8, 1998 appearing in this Annual Report on Form 11-K of The Procter & Gamble
Company Subsidiaries Savings Plan for the year ended December 31, 1997.
/s/DELOITTE & TOUCHE LLP
Cincinnati, Ohio
June 24, 1998
- ---------------
Deloitte Touche
Tohmatsu
International
- ---------------
