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: Procter & Gamble International Stock Ownership
Plan, P&G AG, 1 Rue du Pre De La Bichette, P.O. Box 2696, 1211 Geneva 2,
Switzerland
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)
PROCTER & GAMBLE INTERNATIONAL STOCK OWNERSHIP PLAN
Statements of Net Assets Available for Benefits as of June 30,
2000 and 1999, Statements of Changes in Net Assets Available
for Benefits for the Years Ended June 30, 2000, 1999, and 1998
and Independent Auditors' Report
PROCTER & GAMBLE INTERNATIONAL STOCK OWNERSHIP PLAN
TABLE OF CONTENTS
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Page
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 Procter & Gamble Company:
We have audited the accompanying statements of net assets available for benefits
of the Procter & Gamble International Stock Ownership Plan (the "Plan") as of
June 30, 2000 and 1999, and the related statements of changes in net assets
available for benefits for the years ended June 30, 2000, 1999, and 1998. 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
ended June 30, 2000, 1999, and 1998 in conformity with accounting principles
generally accepted in the United States of America.
September 1, 2000
<TABLE>
<CAPTION>
PROCTER & GAMBLE INTERNATIONAL STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 30, 2000 AND 1999
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2000 1999
<S> <C> <C>
ASSETS:
Investments in The Procter & Gamble Company
common stock, at fair value $219,630,064 $304,392,480
Cash 4,660 44,123
Employee contributions receivable 3,630,903 4,276,460
Employer contributions receivable 1,031,770 1,426,595
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $224,297,397 $310,139,658
============ ============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
PROCTER & GAMBLE INTERNATIONAL STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED JUNE 30, 2000, 1999, AND 1998
---------------------------------------------------------------------------------------------------------
2000 1999 1998
<S> <C> <C> <C>
ADDITIONS:
Dividends on The Procter & Gamble Company
common stock $ 3,742,619 $ 3,109,781 $ 2,433,549
Net appreciation (depreciation) in fair value of The
Procter & Gamble Company common stock (113,032,894) (3,463,096) 64,419,901
------------- ------------ ------------
Total investment income (loss) (109,290,275) (353,315) 66,853,450
Contributions:
Employee contributions 47,658,406 45,849,710 43,075,298
Employer contributions 13,609,826 12,967,957 10,282,604
------------- ------------ ------------
Total contributions 61,268,232 58,817,667 53,357,902
------------- ------------ ------------
Total changes (48,022,043) 58,464,352 120,211,352
------------- ------------ ------------
DEDUCTIONS -
Distributions and withdrawals to participants 37,820,218 39,146,898 26,795,315
------------- ------------ ------------
NET INCREASE (DECREASE) (85,842,261) 19,317,454 93,416,037
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 310,139,658 290,822,204 197,406,167
------------- ------------ ------------
End of year $ 224,297,397 $310,139,658 $290,822,204
============= ============ ============
See notes to financial statements.
</TABLE>
PROCTER & GAMBLE INTERNATIONAL STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2000, 1999, AND 1998
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1. DESCRIPTION OF THE PLAN
The following brief description of the Procter & Gamble International Stock
Ownership Plan (the "Plan") is provided for general information only.
Participants should refer to the Plan agreement and their country's Plan
supplement for more complete information.
GENERAL -- The Plan is a defined contribution plan established in June of
1992 for international employees of The Procter & Gamble Company and
certain of its subsidiaries ("P&G"). The purpose of the Plan is to provide
eligible employees the opportunity to purchase common stock of P&G through
payroll deductions and contributions from P&G. The Plan is not subject to
the Employee Retirement Income Security Act of 1974, nor is it subject to
U.S. income taxation.
PARTICIPATION AND VESTING -- Full-time employees are eligible to
participate in the Plan on the first day of the month following the
completion of one year of service. Participants are fully vested in all
shares of P&G common stock credited to his or her account under the plan.
ONE SHARE PROGRAM -- Each participant's account is credited with one share
of P&G common stock as part of the One Share Program after completing one
year of employment with P&G, regardless of participation in the Plan. The
One Share Program has been terminated effective for employees hired on or
after July 1, 2000.
CONTRIBUTIONS -- Participants may contribute up to 15% of their base pay
through payroll deductions. In addition, employees may elect to make a
"Special Additional Deposit" as a lump sum payment once per month.
Participants may change their contribution rate effective as of the first
day of any month.
P&G matches an amount equal to 50% of the first 5% of base pay contributed
by participants. Employees in their initial year of eligibility receive a
100% P&G matching contribution, up to 1% of his or her contributions.
INVESTMENTS -- Participants are only permitted to invest in P&G common
stock. All employee and employer contributions are converted into U.S.
dollars and then invested in shares of P&G common stock on the 18th day of
each month (or the first business day immediately following the 18th).
Sales of P&G common stock occur two times per month and are subsequently
converted into the applicable local currencies for payment to employees.
Effective July 1, 2000, sales of P&G common stock occur once per week. Any
dividends on shares of P&G common stock are invested in additional shares
of P&G common stock.
WITHDRAWALS -- Participants may withdraw any portion of their contributions
made in excess of 5% of their base pay at any time during the year, with
only one withdrawal per year. Contributions made up to 5% of base pay and
P&G matches, including the One Share Program, are available to be withdrawn
without penalty five years after the end of the plan year in which the
deposits are made. If a participant withdrawals these funds prior to the
completion of five years, P&G will suspend matching of employee
contributions for one year. Withdrawals payable to participants as of June
30, 2000 and 1999 were approximately $129,000 and $355,000, respectively.
PLAN TERMINATION -- Although the Company has not expressed any intent to do
so, it has the right under the Plan to terminate the Plan.
ADMINISTRATION -- The Plan is administered by P&G. All Plan assets are held
by the trustee, Banque Internationale a Luxembourg (the "Trustee"). Buck
Consultants provide recordkeeping services for the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
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 P&G
common stock is valued at the closing price on an established security
exchange.
EXPENSES OF THE PLAN -- Investment management, recordkeeping expenses, and
other administrative expenses are paid by P&G. Brokerage commissions are
paid by the participant, and other costs related to the purchase or sale of
shares are reflected in the price of the shares and borne by the
participant.
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.
CASH -- Amounts shown as cash are uninvested funds held by the Trustee that
are to be invested in P&G common stock in the following month.
CONTRIBUTIONS RECEIVABLE -- Contributions that are pending transfer to the
Trustee as of June 30, 2000 and 1999 are recorded as contributions
receivable to the Plan in the accompanying financial statements.
3. INVESTMENT IN P&G COMMON STOCK
Investments in P&G common stock held by the Plan at June 30, 2000 and 1999
were as follows:
2000 1999
Number of shares 3,836,333 3,410,560
Market value $219,630,064 $304,392,480
4. PLAN PARTICIPANTS
As of June 30, 2000, the plan had approximately 39,000 participants
employed at P&G's international locations in Argentina, Australia, Austria,
Belgium, Brazil, Canada, Chile, China, Columbia, Costa Rica, Czech
Republic, Denmark, Egypt, El Salvador, Estonia, Finland, Germany, Greece,
Guatemala, Hong Kong, Hungary, Indonesia, Italy, Kenya, Korea, Latvia,
Lebanon, Malaysia, Mexico, Morocco, Netherlands, New Zealand, Nigeria,
Norway, Pakistan, Peru, Philippines, Poland, Portugal, Romania, Saudi
Arabia, Singapore, Slovak Republic, South Africa, Spain, Sweden,
Switzerland, Taiwan, Thailand, Turkey, Venezuela, and Yemen.
5. TAX STATUS
The Plan is not qualified under Section 401(a) of the Internal Revenue
Code, and is exempt from the provisions of Title I of ERISA pursuant to
Section 4(b)(4) thereof. P&G believes that the Trustee should be viewed as
a direct custodian and that, for U.S. tax purposes, the participating
employees should be treated as the owners of the shares of P&G common stock
held for their account under the Plan.
Plan management believes that the participating employees should be treated
as the beneficial owners of the shares of P&G common stock held for their
account under the Plan for U.S. tax purposes and that, subject to certain
procedural conditions, the information provided by the employees may be
relied upon in determining the applicable U.S. tax withholding rate on
dividends paid by P&G with respect to these shares.
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