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 [NO FEE REQUIRED] for the fiscal year ended June 30, 2000, 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 Profit Sharing Retirement Plan of The
Procter & Gamble Commercial Company, 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 PROFIT SHARING RETIREMENT PLAN
OF THE PROCTER & GAMBLE COMMERCIAL COMPANY
Financial Statements for the Years Ended June 30,
2000 and 1999 and Independent Auditor's Report
THE PROFIT SHARING RETIREMENT PLAN OF
THE PROCTER & GAMBLE COMMERCIAL COMPANY
TABLE OF CONTENTS
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PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits, June 30,
2000 and 1999 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended June 30, 2000 and 1999 3
Notes to Financial Statements for the Years Ended June 30,
2000 and 1999 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 in which this plan
participates:
Assets Held for Investment
Reportable Transactions for the Year Ended June 30, 2000
Assets Acquired and Disposed of Within Plan Year
Party-in-Interest Transactions
Obligations in Default
Leases in Default
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 Profit Sharing Retirement Plan of The Procter & Gamble Commercial Company
(the "Plan") as of June 30, 2000 and 1999, 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 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 the years then
ended in conformity with accounting principles generally accepted in the United
States of America.
/S/DELOITTE & TOUCHE LLP
------------------------
October 27, 2000
THE PROFIT SHARING RETIREMENT PLAN OF
THE PROCTER & GAMBLE COMMERCIAL COMPANY
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
JUNE 30, 2000 AND 1999
-------------------------------------------------------------------------------
2000 1999
ASSETS:
Investment in The Procter & Gamble Master
Savings Trust, at fair value $31,180,027 $37,272,151
Contributions receivable 2,414,143 2,204,807
----------- -----------
Total Assets 33,594,170 39,476,958
LIABILITIES - Accrued administrative expenses 22,743 21,365
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $33,571,427 $39,455,593
=========== ===========
See notes to financial statements.
THE PROFIT SHARING RETIREMENT PLAN OF
THE PROCTER & GAMBLE COMMERCIAL COMPANY
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
-------------------------------------------------------------------------------
2000 1999
ADDITIONS:
Equity in net earnings (losses) of The
Procter & Gamble Master Savings Trust $(5,327,560) $ 2,505,783
Company contributions (net of forfeitures) 2,390,067 2,200,387
----------- -----------
Total changes (2,937,493) 4,706,170
----------- -----------
DEDUCTIONS
Distributions to participants 2,867,036 1,914,709
Administrative expenses 79,637 76,647
----------- -----------
Total deductions 2,946,673 1,991,356
----------- -----------
NET INCREASE (DECREASE) (5,884,166) 2,714,814
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 39,455,593 36,740,779
----------- -----------
End of year $33,571,427 $39,455,593
=========== ===========
See notes to financial statements.
THE PROFIT SHARING RETIREMENT PLAN OF
THE PROCTER & GAMBLE COMMERCIAL COMPANY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
--------------------------------------------------------------------------------
1. PLAN DESCRIPTION
The following brief description of The Profit Sharing Retirement Plan of
The Procter & Gamble Commercial Company (Plan) is provided for general
information purposes only. Participants should refer to the Plan document
for more complete information.
GENERAL - The Plan is funded through contributions by The Procter & Gamble
Commercial Company, the Procter & Gamble Pharmaceuticals, Inc. and Olay
Company, Inc. (hereinafter collectively referred to as the "Plan
Sponsors"). The Plan Sponsors are wholly-owned subsidiaries of The Procter
& Gamble Company (Company). Substantially all employees of the Plan
Sponsors are eligible to participate in the Plan upon completion of one
year of service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
All Plan assets are held in The Procter & Gamble Master Savings Trust
(Master Trust) at June 30, 2000 and 1999, along with the assets of other
Company sponsored defined contribution plans (see Note 4). Each Company
sponsored plan participating in the Master Trust has a proportionate and
undivided ownership interest in the Master Trust assets.
CONTRIBUTIONS AND VESTING - The Plan Sponsors make contributions to the
Plan each year based upon the amount of compensation and number of credit
service years of each Plan participant, as defined by the Plan agreement,
up to specified limitations. The Plan Sponsors' contributions are
calculated by applying the relevant participation percentage to the total
compensation, both as defined by the Plan. Participants are not permitted
to make contributions to the Plan. The following schedule details the
participation percentages by years of service.
PARTICIPATION
YEARS OF SERVICE PERCENTAGE
1-3 8%
4-6 9%
7-8 10%
9-10 11%
11-12 12%
13-14 13%
15 or more 14%
Participants are vested 100% upon completion of five years of service.
Participants are also 100% vested in their accounts upon termination for
disability, early or normal retirement, death and also upon attainment of
65 years of age, regardless of years of service.
DISTRIBUTIONS - Distributions of Plan benefits may be made in a lump sum or
in installment payments over a period not to exceed fifteen years after the
date of death, termination, retirement, or disability. Distributions
payable to participants as of June 30, 2000 and 1999 are approximately
$59,000 and $161,000, respectively.
FORFEITURES - Participants who terminate service prior to vesting forfeit
their account balance. If the participant is rehired prior to a five-year
break in service, as defined by the Plan, the amount which was forfeited is
restored to the participant's account. Forfeited amounts are used to reduce
the Plan Sponsors' annual contributions.
PARTICIPANT ACCOUNTS - As described in the Plan document, participants may
allocate contributions made to their account in one or all of the following
investment options offered by the Master Trust (Note 4):
ENHANCED CASH FUND (FORMERLY THE RESERVE FUND) - The prospectus states
that this fund invests in short to medium length maturity,
interest-bearing instruments.
COMPANY STOCK FUND - This fund invests in shares of The Procter &
Gamble Company common stock.
ACTIVE FIXED-INCOME CORE FUND (FORMERLY THE MANAGED BOND FUND) - The
prospectus states that this fund invests in a diversified portfolio of
publicly and privately traded corporate, government, international and
mortgage backed bonds.
DISCIPLINED EQUITY FUND (FORMERLY THE MANAGEMENT LARGE COMPANY FUND) -
The prospectus states that this fund invests in equity securities of
approximately 300 domestic, large company stocks.
DIVERSIFIED FUND - The prospectus states that this fund invests in
both equity and fixed-income securities.
SMALL COMPANY FUND - The prospectus states that this fund invests in a
portfolio of equity securities issued by small companies.
EAFE EQUITY CORE RFUND (FORMERLY THE INTERNATIONAL EQUITY FUND) - The
prospectus states that this fund invests in a diversified portfolio of
equity securities of foreign corporations.
PLAN TERMINATION - Although it has not expressed any intent to do so, the
Plan Sponsors have the right under the Plan to discontinue their
contributions at any time and to terminate the Plan subject to the
provisions of ERISA. If the Plan is terminated, participants will become
fully vested in their accounts and the net assets of the Plan will be
distributed in an order of priority determined in accordance with ERISA and
its applicable regulations and the Plan document.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements are 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 Company common
stock is valued at the closing price on established security exchanges. 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 Master Trust by PNC
Bank, Ohio, N.A., (PNC Bank), the trustee of the Plan and to each
participant's account by the Plan's recordkeeper.
EXPENSES OF THE PLAN - Fees charged by the investment manager are paid by
the Plan, while all other fees are paid by the Company.
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.
RECLASSIFICATION - The Plan has adopted Statement of Position 99-3,
"Accounting and Reporting of Certain Employee Benefit Plan Investments and
Other Disclosure Matters." As a result, the financial statements have been
revised to eliminate the by-fund disclosures.
3. INCOME TAX STATUS
The Plan is exempt from Puerto Rico income taxes under the provisions of
Section 165(a) of the Puerto Rico Income Tax Act of 1954, as amended. The
Plan is also a qualified employees' trust under Section 401(a) of the
Internal Revenue Code (IRC) and, as such, is exempt from federal income
taxes under Section 501(a). The Plan has been amended since receiving the
latest determination letters. However, the plan administrator believes that
the Plan is currently designed and being operated in compliance with the
applicable requirements of the Puerto Rico Income Tax Act of 1954 and the
IRC. Therefore, they believe that the Plan was qualified and tax-exempt as
of June 30, 2000 and 1999 and no provision for income taxes has been
reflected.
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 Company-sponsored
defined contribution 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 participating plans based upon each plan's
proportionate interest in the Master Trust. The following represents the
2000 and 1999 audited financial information regarding the net assets and
investment income of the Master Trust:
<TABLE>
<CAPTION>
Assets of the Master Trust at June 30, 2000 are summarized as follows:
ACTIVE
FIXED- EAFE
ENHANCED COMPANY INCOME DISCIPLINED SMALL EQUITY
CASH STOCK CORE DIVERSIFIED EQUITY COMPANY CORE
FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at
fair value $23,564,011 $ 50,535,834 $5,499,603 $34,178,008 $85,913,732 $6,217,914 $3,556,474 $209,465,576
Accrued interest
and dividends 26 46 24 51 90 36 16 289
----------- ------------ ---------- ----------- ----------- ---------- ---------- ------------
Total $23,564,037 $ 50,535,880 $5,499,627 $34,178,059 $85,913,822 $6,217,950 $3,556,490 $209,465,865
=========== ============ ========== =========== =========== ========== ========== ============
Plan's investment
in Master Trust $ 3,018,001 $ 12,453,585 $ 185,749 $11,354,857 $ 3,910,267 $ 125,131 $ 132,437 $ 31,180,027
=========== ============ ========== =========== =========== ========== ========== ============
Plan's percentage
ownership in
Master Trust 13% 25% 3% 33% 5% 2% 4% 15%
=========== ============ ========== =========== =========== ========== ========== ============
<CAPTION>
Investments held by the Master Trust at June 30, 2000 are summarized as follows:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Procter &
Gamble Company
common stock $ 50,532,641 $ 50,532,641
Mutual Funds $23,563,320 $5,499,442 $34,177,006 $85,911,214 $6,217,732 $3,556,370 158,925,084
Short-term
investments 691 3,193 161 1,002 2,518 182 104 7,851
----------- ------------ ---------- ----------- ----------- ---------- ---------- ------------
Total investments
at fair value $23,564,011 $ 50,535,834 $5,499,603 $34,178,008 $85,913,732 $6,217,914 $3,556,474 $209,465,576
=========== ============ ========== =========== =========== ========== ========== ============
<CAPTION>
Investment income (losses) from the Master Trust for the Year Ended June 30,
2000 is summarized as follows:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net appreciation
(depreciation)
in fair value of
investments $ 1,511,239 $(27,902,338) $ 279,184 $ 2,335,059 $ 3,690,859 $1,413,545 $ 552,441 $(18,120,011
Dividends 1,111,541 1,111,541
Interest 348 26,720 137 404 1,132 201 116 29,058
----------- ------------ ---------- ----------- ----------- ---------- ---------- ------------
Total $ 1,511,587 $(26,764,077) $ 279,321 $ 2,335,463 $ 3,691,991 $1,413,746 $ 552,557 $(16,979,412)
=========== ============ ========== =========== =========== ========== ========== ============
Plan's equity
in net earnings
(losses) of
Master Trust $ 195,027 $ (6,595,356) $ 9,545 $ 841,223 $ 166,785 $ 36,019 $ 19,197 $ (5,327,560)
=========== ============ ========== =========== =========== ========== ========== ============
</TABLE>
<TABLE>
<CAPTION>
Assets of the Master Trust at June 30, 1999 are summarized as follows:
ACTIVE
FIXED- EAFE
ENHANCED COMPANY INCOME DISCIPLINED SMALL EQUITY
CASH STOCK CORE DIVERSIFIED EQUITY COMPANY CORE
FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at
fair value $25,406,393 $77,806,502 $5,747,564 $34,829,757 $87,611,905 $4,543,242 $3,158,289 $239,103,652
Accrued interest
and dividends 4 33 4 18 49 5 3 116
----------- ----------- ---------- ----------- ----------- ---------- ---------- ------------
Total $25,406,397 $77,806,535 $5,747,568 $34,829,775 $87,611,954 $4,543,247 $3,158,292 $239,103,768
=========== =========== ========== =========== =========== ========== ========== ============
Plan's investment
in Master Trust $ 3,317,252 $18,146,038 $ 179,107 $12,133,928 $ 3,315,519 $ 79,810 $ 100,497 $ 37,272,151
=========== =========== ========== =========== =========== ========== ========== ============
Plan's percentage
ownership in
Master Trust 13% 23% 3% 35% 4% 2% 3% 16%
=========== =========== ========== =========== =========== ========== ========== ============
<CAPTION>
Investments held by the Master Trust at June 30, 1999 are summarized as follows:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Procter &
Gamble Company
common stock $77,805,919 $ 77,805,919
Mutual Funds $25,406,393 $5,747,564 $34,829,757 $87,611,905 $4,543,242 $3,158,289 161,297,150
Short-term
investments 583 583
----------- ----------- ---------- ----------- ----------- ---------- ---------- ------------
Total investments
at fair value $25,406,393 $77,806,502 $5,747,564 $34,829,757 $87,611,905 $4,543,242 $3,158,289 $239,103,652
=========== =========== ========== =========== =========== ========== ========== ============
<CAPTION>
Investment income from the Master Trust for the Year Ended June 30, 1999 is
summarized as follows:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net appreciation
(depreciation)
in fair value of
investments $ 1,226,243 $ (939,577) $ 141,508 $ 3,443,603 $18,078,571 $ (157,982) $ 197,213 $ 21,989,579
Dividends 1,059,358 1,059,358
Interest 43,070 43,070
----------- ----------- ---------- ----------- ----------- ---------- ---------- ------------
Total $ 1,226,243 $ 162,851 $ 141,508 $ 3,443,603 $18,078,571 $ (157,982) $ 197,213 $ 23,092,007
=========== =========== ========== =========== =========== ========== ========== ============
Plan's equity
in net earnings
(losses) of
Master Trust $ 179,413 $ (31,806) $ 4,896 $ 1,623,745 $ 710,139 $ 4,513 $ 14,883 $ 2,505,783
=========== =========== ========== =========== =========== ========== ========== ============
</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 HEREUNTO
DULY AUTHORIZED.
The Profit Sharing Retirement Plan
of The Procter & Gamble Commercial
Company
/s/THOMAS J. MESS
Date: December 14, 2000 ---------------------------------------
Thomas J. Mess
Secretary, Trustees of The Profit
Sharing Retirement Plan of The
Procter & Gamble Commercial Company
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche
