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, 1999, 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, P.O. Box 363187,
San Juan, Puerto Rico 00936-3187
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 as of December 31, 1999
and 1998 and for the Year Ended December 31,
1999, Supplemental Schedules for the Year
Ended December 31, 1999 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, 1999 and 1998 2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 1999 3
Notes to Financial Statements 4 - 7
Supplemental Schedules:
Schedule I - Item 27a - Assets Held for Investment as of
December 31, 1999 8
Schedule II - Item 27d - Reportable Transactions for the
Year Ended December 31, 1999 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, 1999 and 1998, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1999. 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 auditing standards generally accepted
in the United States of America. 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,
1999 and 1998, and the changes in its net assets available for benefits for the
year ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States of America.
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, 1999 and (2) reportable transactions for
the year ended December 31, 1999 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 audit of the basic 1999 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
------------------------
Deloitte & Touche LLP
San Juan, Puerto Rico
March 31, 2000
<TABLE>
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
<CAPTION>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
-------------------------------------------------------------------------------------
1999 1998
<S> <C> <C>
INVESTMENTS (Notes 3 and 4) $5,773,102 $4,708,728
---------- ----------
RECEIVABLES:
Participants' contributions 42,180
Employer's contributions 10,592
---------- ----------
Total receivables 52,772
---------- ----------
Total assets 5,825,874 4,708,728
LIABILITIES - Excess contribution to be
recognized next year 15,091
---------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $5,810,783 $4,708,728
========== ==========
See notes to financial statements.
</TABLE>
<TABLE>
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
<S> <C>
ADDITIONS:
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments (Notes 1, 3 and 4) $ 610,211
Dividends 33,616
----------
Total investment income 643,827
----------
Contributions:
Participants 648,850
Sponsor 147,236
----------
Total contributions 796,086
----------
Total additions 1,439,913
DEDUCTIONS - Benefits paid to participants (337,858)
----------
NET INCREASE 1,102,055
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 4,708,728
----------
End of Year $5,810,783
==========
See notes to financial statements.
</TABLE>
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of The Procter & Gamble Commercial Company (the
"Company") Employees' Savings Plan (the "Plan") provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
a. GENERAL - The Plan is a defined contribution plan covering all
full-time employees of the 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 for the contrary. The Plan was established
effective November 1, 1993 and is sponsored by The Procter & Gamble
Commercial Company. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
b. CONTRIBUTIONS - Each year, participants may contribute up to 10
percent of pretax annual compensation, as defined in the Plan.
Participants may also contribute amounts representing distributions
from other qualified defined benefit or contribution plans. The
Company contributes 40 percent of the first 5 percent of base
compensation that a participant contributes to the Plan. The matching
Company contribution is invested directly in Procter & Gamble Company
common stock. Contributions are subject to certain limitations.
c. PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's
contribution and, (b) Plan earnings. Allocations are based on
participant earnings or account balances, as defined. The benefit to
which a participant is entitled is the benefit that can be provided
from the participant's vested account.
d. VESTING - Participants are vested immediately in their contributions
plus actual earnings thereon. The Company's contribution portion of
their accounts plus actual earnings thereon is 100 percent vested upon
the occurrence of any of the following events: completion of five
years of credited service; attaining age 65; total disability while
employed by the Company or death while employed by the Company.
e. INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may
direct employee contributions in 25 percent increments in one or more
of the following commingled trust investment funds that are
administered by Oriental Bank & Trust (the "Trustee"):
FIXED INCOME FUND - Funds are invested in shares of a registered
company that invests in fixed income obligations including short-term
securities issued or guaranteed by the United States government. This
option consists of shares of the Fidelity Advisor Government
Investment Fund - Class T.
GROWTH FUND - Funds are invested in shares of a registered company
that invests in diversified growth stocks of large United States and
multinational companies whose earnings have been increasing
consistently over the years. This option consists of shares of the
Fidelity Advisor Growth Opportunities Fund - Class T.
EQUITY FUND - Funds are invested in shares of a registered company
that invests in common stocks of large United States and multinational
companies. This option consists of shares of the Fidelity Advisor
Balanced Fund - Class T.
THE PROCTER & GAMBLE COMPANY COMMON STOCK FUND - Funds are invested
solely in common stock of Procter & Gamble Company.
Participants may change their investment options on January 1st or
July 1st of any calendar year with 30 days notice.
f. PAYMENT OF BENEFITS - Upon participants' termination or retirement,
their vested account balance will be paid in a single lump sum in cash
or in Procter & Gamble Company 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 spouses (if applicable) consent in writing to
an earlier distribution.
g. LOANS TO PARTICIPANTS - Loans to participants are not permitted.
h. FORFEITED ACCOUNTS - Forfeitures of non-vested Company contributions
are used to reduce future Company contributions to the Plan. At
December 31, 1999, there are no forfeited nonvested accounts.
i. PLAN TERMINATION - 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.
2. SIGNIFICANT ACCOUNTING POLICIES
a. BASIS OF ACCOUNTING - The financial statements of the Plan are
prepared under the accrual method of accounting.
b. USE OF ESTIMATES - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America 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 differ from those
estimates.
c. INVESTMENTS VALUATION AND INCOME RECOGNITION - The Plan's investments
are stated at fair value. Share of registered investment companies are
valued at quoted market prices which represent the net asset value of
shares held by the Plan at year-end. The Company stock is valued at
its quoted market price.
d. Purchases and sales of securities are recorded on a trade-date basis.
Dividends are recorded on the ex-dividend date.
e. PLAN EXPENSES - All expenses incurred in administering the Plan may be
paid out of the invested assets unless paid by the Company.
f. PAYMENT OF BENEFITS - Benefits are recorded when paid.
g. ACCOUNTING FOR AND REPORTING OF CERTAIN DEFINED CONTRIBUTION BENEFIT
PLAN INVESTMENTS AND OTHER DISCLOSURE MATTERS - The Plan adopted
Statement of Position 99-3, that eliminates the requirement for a
defined contribution plan that provides participant-directed
investment programs to disclose amounts relating to those individual
programs as a separate fund in the financial statements or in the
related disclosures.
3. INVESTMENTS
The following presents investments as of December 31, 1999 and 1998, that
represent five percent or more of the Plan's net assets.
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Fidelity Advisor Growth Opportunities Fund - Class T;
36,374.11 and 29,595.54 units, respectively $1,697,216 $1,482,380
Fidelity Advisor Balanced Fund - Class T; 40,959.01
and 35,436.59 units, respectively 747,502 660,654
Procter & Gamble Company - common stock;
29,211.88 and 26,862.50 shares, respectively 3,200,528 2,449,147
</TABLE>
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $610,211, as follows:
<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Growth Opportunities Fund - Class T $ 61,670
Fidelity Advisor Balanced Fund - Class T 33,347
Fidelity Advisor Government Investment Fund - Class T (3,025)
Procter & Gamble Company - common stock 518,219
----------
Total $ 610,211
==========
</TABLE>
4. NONPARTICIPANT - DIRECTED INVESTMENT
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant - directed investment
(Procter & Gamble Company common stock) is as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Net assets at December 31, 1999 and 1998 -
Procter & Gamble Company common stock $3,200,528 $2,449,147
========== ==========
Changes in net assets for the year ended
December 31, 1999:
Contributions $ 371,518
Net appreciation 518,219
Dividends 33,616
Benefits paid to participants (170,338)
Net transfers to participant - directed investments (1,634)
----------
Net increase in net assets $ 751,381
==========
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 to
their accounts until such time as the participant or the participant's
beneficiary receives distributions from the Plan.
******
</TABLE>
<TABLE>
SCHEDULE I
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1999
--------------------------------------------------------------------------------------------------
<CAPTION>
IDENTITY OF ISSUE UNITS COST FAIR VALUE
<S> <C> <C> <C>
Fidelity Advisor Government Investment Fund - Class T* 13,973.22 $ 107,830 $ 127,856
Fidelity Advisor Growth Opportunities Fund - Class T* 36,374.11 1,063,764 1,697,216
Fidelity Advisor Balanced Fund - Class T* 40,959.01 518,563 747,502
Procter & Gamble Company - common stock 29,211.88 1,703,062 3,200,528
---------- ----------
Total Assets Held for Investment Purposes $3,393,219 $5,773,102
========== ==========
*Registered Investment Company.
</TABLE>
<TABLE>
SCHEDULE II
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
CURRENT
EXPENSES VALUE OF
INCURRED ASSET ON NET GAIN
DESCRIPTION OF NUMBER OF NUMBER OF PURCHASE SELLING WITH COST OF TRANSACTION OR (LOSS)
ASSET PURCHASES SALES AMOUNT AMOUNT TRANSACTION ASSET DATE ON SALE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity Advisor Government
Investment Fund - Class T 21 11 $ 23,537 $ 9,564 None $ 8,046 $ 9,564 $ 1,518
Fidelity Advisor Growth
Opportunities Fund - Class T 28 16 286,871 138,206 None 85,172 138,206 53,034
Fidelity Advisor Balanced
Fund - Class T 26 16 115,515 59,670 None 41,923 59,670 17,747
Procter & Gamble Company -
common stock 25 27 385,087 189,276 None 118,560 189,276 70,716
</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 22, 2000 /s/MAYRA G. MELENDEZ
----------------------------------
Mayra G. Melendez
For the Savings Plan Committee,
Committee member of The Procter &
Gamble Commercial Company
Employees' Savings Plan
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche
