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 JUNE 30, 2000, 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: Employee Stock Purchase Plan (Japan),
17, Koyo-cho Naka 1-chome, Higashinada-ku, Kobe, Hyogo 658-0032, Japan
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 1. Audited statement of financial condition as of the end of the latest two
fiscal years of the plan (or such lesser period as the plan has been in
existence). (See Page 2)
Item 2. Audited statement of income and changes in plan equity for each of the
latest three fiscal years of the plan (or such lesser period as the plan
has been in existence). (See Page 3)
JAPAN EMPLOYEE SAVINGS PLAN
Financial Statements for the
Years Ended June 30, 2000, 1999, and 1998, and
Independent Auditors' Report
JAPAN EMPLOYEE SAVINGS PLAN
Table of contents
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INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of
June 30, 2000 and 1999 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended June 30, 2000, 1999, and 1998 3
Notes to Financial Statements for the Years Ended
June 30, 2000, 1999, and 1998 4
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
the Japan Employee Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the Japan Employee Savings Plan (the "Plan") as of June 30, 2000 and 1999,
and the related statements of changes in net assets available for benefits for
each of the three years in the period ended June 30, 2000. 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 audit.
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 June 30, 2000
and 1999 and the changes in net assets available for benefits for each of the
three years in the period ended June 30, 2000 in conformity with auditing
standards generally accepted in the United States of America.
Our audits also comprehended the translation of the Japanese yen amounts into
U.S. dollar amounts and, in our opinion, such translation has been made in
conformity with the basis stated in Note 3. The translation of the financial
statement amounts into U.S. dollars has been made solely for convenience.
September 22, 2000
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JAPAN EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2000 AND 1999
-----------------------------------------------------------------------------------------------------------------
Japanese Yen U.S. Dollars
------------------------------------------- ---------------
2000 1999 2000
---- ---- ----
<S> <C> <C> <C>
Assets, at fair value:
Cash (Yen) 1,797,122 (Yen) 1,317,365 $ 17,197
The Procter & Gamble Company common 4,989,830,650 8,022,124,000 47,749,576
stock (2000: 838,627 shares, cost
(Yen)5.5 billion ($52 million); 1999:
729,284 shares, cost(Yen)4.3 billion)
------------------ ------------------ -----------
Total assets 4,991,627,772 8,023,441,365 47,766,773
------------------ ------------------ -----------
Net ASSETS AVAILABLE FOR BENEFITS (Yen)4,991,627,772 (Yen)8,023,441,365 $47,766,773
================== ================== ===========
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
JAPAN EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JUNE 30, 2000, 1999, AND 1998
--------------------------------------------------------------------------------------------------------------------------
Japanese Yen U.S. Dollars
-------------------------------------------------------------------- ----------------
2000 1999 1998 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Additions:
Investment income:
Net (depreciation) appreciation
in fair value of investments (Yen)(3,967,866,298) (Yen)(1,170,238,105) (Yen) 3,342,162,574 $ (37,970,012)
Dividend income 71,167,814 69,405,797 58,107,394 681,032
Interest income 2,006 4,578 3,976 19
Other 490,983 79,373 191,603 4,699
------------------- ------------------- ------------------- ---------------
Total investment income (3,896,205,495) (1,100,748,357) 3,400,465,547 (37,284,262)
Contributions by Procter & Gamble
Far East, Inc. and Max Factor K.K. 221,599,300 96,690,100 83,229,000 2,120,567
Employee contributions 1,372,202,572 1,150,621,655 961,213,218 13,131,125
------------------- ------------------- ------------------- ---------------
Total additions (2,302,403,623) 146,563,398 4,444,907,765 (22,032,570)
------------------- ------------------- ------------------- ---------------
Deductions:
Distributions and withdrawals
to participants (729,401,640) (1,046,710,700) (853,332,190) (6,979,920)
Bank charges (8,330) (109,665) (83,160) (80)
------------------- ------------------- ------------------- ---------------
Total deductions (729,409,970) (1,046,820,365) (853,415,350) (6,980,000)
------------------- ------------------- ------------------- ---------------
net (decrease) Increase (3,031,813,593) (900,256,967) 3,591,492,415 (29,012,570)
net assets available for benefits:
Beginning of year 8,023,441,365 8,923,698,332 5,332,205,917 76,779,343
------------------- ------------------- ------------------- ---------------
End of year (Yen) 4,991,627,772 (Yen) 8,023,441,365 (Yen) 8,923,698,332 $ 47,766,773
=================== =================== =================== ===============
See notes to financial statements.
</TABLE>
JAPAN EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
Years Ended June 30, 2000, 1999, and 1998
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1. PLAN DESCRIPTION
The following brief description of the Japan Employee Savings Plan (the
"Plan") is provided for general information purposes only. Participants
should refer to the Plan agreement for more complete information.
GENERAL - The Plan includes the Employee's Shareholding Association of
Procter & Gamble Far East, Inc., Japan Branch, established May 1986, and
the Employee's Shareholding Association of Max Factor K.K., established
January 1994, for employees and executives of Procter & Gamble Far East,
Inc., Japan Branch and Max Factor K.K. (collectively the "Companies") as a
union under the provisions of Article 667 paragraph 1 of the Japanese Civil
Law. The purpose of the Plan is to contribute to the formation of assets by
its participants by facilitating their acquisition of the common stock of
The Procter & Gamble Company (the "Stock"), the Companies' parent company.
Although the Companies have not indicated any intent to do so, the
Companies have the right under the Plan to terminate the Plan.
CONTRIBUTIONS - Participants may contribute in units of 1,000 yen, up to
100 units monthly, and three times the monthly contributions from bonuses.
The Companies contributed 10% of participants' contributions up to 30 units
monthly and 90 units at the payment of bonuses until August 31, 1999.
Effective September 1, 1999, the Companies' contribution was increased from
10% of participants' contributions to 20%. The maximum contribution by the
Companies was unchanged. All contributions are invested in the Stock.
U.S. TAXATION AND ERISA - The Plan is not subject to taxation in the United
States, nor the provisions of the Employee Retirement Income Security Act
("ERISA").
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contribution and allocations of (a) the Companies'
contributions and (b) earnings of the Plan. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
VESTING - Participants are immediately vested in their contributions, the
Companies' matching contributions and actual earnings.
WITHDRAWAL - Participants may withdraw the allotted shares of the Stock in
multiples of 100 shares at any time. In the event that participants
withdraw from the Plan on termination of service or by their request, the
allotted shares of the Stock in multiples of one share plus cash at the
amount of the residual share at fair value shall be returned to them.
ADMINISTRATION - The Plan is administered by the Human Resources Department
of Procter & Gamble Far East, Inc., Japan Branch. A portion of the
administrative work of the Plan is entrusted to Daiwa Securities SB Capital
Markets Co., Ltd.
2. 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 Stock
is valued at the closing price on an established security exchange. Income
from investments is recognized when earned and is allocated to each
participant's account by the Plan's recordkeeper.
EXPENSES OF THE PLAN - Investment management expenses are paid by the
Companies.
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 amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
3. U.S. DOLLAR AMOUNTS
U.S. dollar amounts presented in the financial statements are included
solely for the convenience of the reader. These translations should not be
construed as representations that the yen amounts actually represent, or
have been or could be converted into U.S. dollars. As the amounts shown in
U.S. dollars are for convenience only, the rate of(Yen)104.5=U.S.$1, the
approximate current rate at June 30, 2000, has been used for the purpose of
presentation of the U.S. dollar amounts in the accompanying financial
statements.
* * * * * *
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused Annual Report to be signed on its behalf by the undersigned, thereunto
duly authorized, on September 29, 2000.
EMPLOYEE STOCK PURCHASE PLAN (JAPAN)
By: EMPLOYEE'S SHAREHOLDING ASSOCIATION OF
MAX FACTOR K.K.
By: /s/KATSUYOSHI KOYAMA
----------------------------
Katsuyoshi Koyama
Chairman
By: EMPLOYEES' SHAREHOLDING ASSOCIATION OF
PROCTER & GAMBLE FAR EAST, INC., JAPAN BRANCH
By: /s/NOBORU MINAMOTO
-----------------------------
Noboru Minamoto
Chairman
