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 and Investment
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 officer: 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
AND INVESTMENT PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1997 AND 1996 AND SUPPLEMENTAL
SCHEDULE AS OF DECEMBER 31, 1997 AND
INDEPENDENT AUDITORS' REPORT
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS
AND INVESTMENT PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits
as of December 31, 1997 and 1996 2
Statements of Changes in Net Assets Available
for Benefits for Years Ended December 31, 1997
and 1996 3
Notes to Financial Statements for the Years Ended
December 31, 1997 and 1996 4
SUPPLEMENTAL SCHEDULE - Assets Held for Investment
(item 27a of Form 5500), December 31, 1997 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, 1997
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 and Investment 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.
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
1997 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 8, 1998
- -----------------
Deloitte Touche
Tohmatsu
International
- -----------------
<TABLE>
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS
AND INVESTMENT 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:
Investment in The Procter &
Gamble Master Savings Trust $5,643,754 $4,893,052
Loans to participants 81,481 84,635
---------- ----------
Total investments 5,725,235 4,977,687
RECEIVABLES - Other 1,215 1,181
---------- ----------
Total assets 5,726,450 4,978,868
NET ASSETS AVAILABLE FOR BENEFITS $5,726,450 $4,978,868
========== ==========
See notes to financial statements.
</TABLE>
<TABLE>
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS
AND INVESTMENT 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 $ 997,932 $ 574,479
Interest 10,957 8,452
---------- ----------
Total investment income 1,008,889 582,931
---------- ----------
Contributions:
Employer contributions 105
Employee contributions 972
---------- ----------
Total contributions 1,077
---------- ----------
Transfer from merged plans 1,547,924
---------- ----------
Transfer from unaffiliated plans 19,948
---------- ----------
Other 447 3,220
---------- ----------
Total additions 1,029,284 2,135,152
DEDUCTIONS - Distributions
to participants 281,702 413,830
---------- ----------
NET INCREASE 747,582 1,721,322
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 4,978,868 3,257,546
---------- ----------
End of year $5,726,450 $4,978,868
========== ==========
See notes to financial statements.
</TABLE>
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS
AND INVESTMENT 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 and Investment Plan (the "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 covering
substantially all employees of Maryland Club Foods, Inc. ("Maryland
Club"), all eligible employees of Shulton, Inc. ("Shulton"), and
employees of Fisher Nut Company ("Fisher Nut") who are members of the
Twin Cities Bakery and Confectionery Workers Union, Local No. 22. The
Plan was established effective April 1, 1989 and is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA). Effective March 14, 1996, the Shulton Savings Plan and Fisher
Nut Savings Plan were merged into the Maryland Club Foods, Inc.
Retirement Savings Plan and The Procter & Gamble Company ("Company"),
plan sponsor, changed the Plan name to The Procter & Gamble
Subsidiaries Savings and Investment Plan.
CONTRIBUTIONS AND VESTING - Fisher Nut 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.
LOANS - The Plan allows participants to borrow funds from their
accounts in certain circumstances up to maximum amounts specified in
the Plan agreement. Loans are repayable in at least monthly
installments of principal and interest over a maximum term of five
years (fifteen years if the loan is used to purchase a primary
residence). Principal and interest paid is credited to applicable funds
in the borrower's account. Upon termination or retirement, the
outstanding loan balance will be treated as a distribution to the
participant.
PARTICIPANT ACCOUNTS AND INVESTMENT OPTIONS - Each participant account
is credited with an allocation of Plan earnings. The benefit to which a
participant is entitled is the vested benefit that can be provided from
the participant's account. Participants may allocate their accounts 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 fund
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, 1997 and 1996.
<CAPTION>
INTERNA-
LARGE TIONAL SMALL COMPANY MANAGED
COMPANY RESERVE DIVERSIFIED EQUITY COMPANY STOCK BOND LOAN
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 $1,287,368 $1,388,551 $324,001 $155,893 $101,733 $3,257,546
Equity in net
earnings of The
Procter & Gamble
Master Savings Trust 408,167 101,106 52,010 $ 609 $ 3,045 $ 3,140 6,402 574,479
Interest 8,452 8,452
Contributions 265 812 1,077
Transfer from merged
plans 647,029 796,003 65,916 37,499 1,477 1,547,924
Other 3,190 19 11 3,220
Distributions (152,656) (218,931) (42,243) (413,830)
Transfers between funds 402 (57,422) (56,813) 26,108 40,413 119,903 (45,445) (27,146)
-------- ---------- -------- ------- -------- -------- -------- -------- ----------
Net assets available
for benefits, December
31, 1996 2,193,765 2,010,119 385,133 26,717 43,458 123,043 112,117 84,516 4,978,868
Equity in net earnings
of The Procter &
Gamble Master
Savings Trust 653,467 91,887 64,331 782 21,016 155,801 10,648 997,932
Interest 10,957 10,957
Transfer from
unaffiliated plans 8,777 11,171 19,948
Other 447 447
Distributions to
participants (178,743) (69,655) (33,304) (281,702)
Transfers between funds (82,754) (222,011) (2,852) 45,019 271,079 7,325 (15,806)
---------- ---------- -------- ------- -------- -------- -------- -------- ----------
Net assets available
for benefits,
December 31, 1997 $2,594,512 $1,821,511 $413,308 $27,499 $109,493 $549,923 $130,090 $ 80,114 $5,726,450
========== ========== ======== ======= ======== ======== ======== ======== ==========
</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, 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 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.
RECLASSIFICATIONS - Certain prior year amounts have been reclassified
to conform with 1997 classifications.
3. INCOME TAX STATUS
The Internal Revenue Service (IRS) has determined and informed the
Company by letter dated March 11, 1991, 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, 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 various investments
that fund 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 $ 549,163 $ 2,594,297 $ 109,418 $ 27,499 $ 1,812,741 $ 420,797 $ 129,839 $ 5,643,754
=========== =========== ========== ========== =========== =========== ========== ============
Plan's percentage
ownership interest
in Master Trust 1% 4% 2% 1% 6% 1% 2% 3%
=========== =========== ========== ========== =========== =========== ========== ============
</TABLE>
<TABLE>
Investments, at fair value, held by the Master Trust at December 31, 1997 are
summarized as follows:
<CAPTION>
LARGE SMALL INTERNATIONAL 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 $78,844,561 $ 78,844,561
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 $75,945,362 $60,121,937 $4,728,540 $2,629,430 $28,051,469 $33,669,298 $5,858,170 $211,004,206
value =========== =========== ========== ========== =========== =========== ========== ============
</TABLE>
<TABLE>
Investment income from the Master Trust for the year ended December 31, 1997 is
summarized as follows:
<CAPTION>
LARGE SMALL INTERNATIONAL 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 $ 155,801 $ 653,467 $ 21,016 $ 782 $ 91,887 $ 64,331 $ 10,648 $ 997,932
=========== =========== ======== ======= ========== ========== ======== ===========
</TABLE>
<TABLE>
Assets of the Master Trust at December 31, 1996 are summarized as follows:
<CAPTION>
COLLECTIVE LARGE SMALL INTERNATIONAL 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 invest-
ment in Master
Trust $ - $ 119,964 $ 2,194,382 $ 43,158 $ 26,379 $ 2,011,608 $ 385,229 $ 112,332 $ 4,893,052
========== =========== =========== ========== ========== =========== =========== ========== ============
Plan's
percentage
ownership
interest
in Master
Trust - 1% 5% 2% 1% 6% 1% 2% 3%
========== =========== =========== ========== ========== =========== =========== ========== ============
</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 $ - $ 3,140 $ 408,167 $ 3,045 $ 609 $ 101,106 $ 52,010 $ 6,402 $ 574,479
======= =========== ========== ======== ======= ========== ========== ======== ===========
Plan's percentage
ownership interest
in Master Trust 2% 1% 5% 2% 1% 6% 1% 2% 3%
======= =========== ========== ======== ======= ========== ========== ======== ===========
</TABLE>
5. DISTRIBUTIONS
Distributions payable to participants as of December 31, 1997 and 1996
are approximately $150,000 and $224,000, respectively.
* * * * * *
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS AND
INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT (ITEM 27a of Form 5500)
DECEMBER 31, 1997
- ----------------------------------------------------------------------------
IDENTITY OF ISSUE,
BORROWER, LESSOR FAIR
OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
Participant Loans 9 loans with maturities
ranging from January 1998
to November 2009 and interest
rates ranging from 7-10% $ - $81,481
==== =======
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 TRANSITION REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
HEREUNTO DULY AUTHORIZED.
Procter & Gamble Subsidiaries Savings
and Investment Plan
Date: June 25, 1998 /s/JOSEPH R. LAWHEAD
--------------------------------------
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.
333-14395 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 and Investment Plan for the year ended December 31,
1997.
/s/DELOITTE & TOUCHE LLP
Cincinnati, Ohio
June 24, 1998
- ----------------
Deloitte Touche
Tohmatsu
International
- ----------------
