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
\ \ 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 name below: Procter & Gamble Pharmaceuticals Savings 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 office: The Procter & Gamble Company, One
Procter & Gamble Plaza, Cincinnati, Ohio 45202.
REQUIRED INFORMATION
Item 4. Plan Financial Statements and Schedule prepared in Accordance With
the Financial Reporting Requirements of ERISA
PROCTER & GAMBLE PHARMACEUTICALS SAVINGS PLAN
Financial Statements for the Years Ended
December 31, 1999 and 1998 and
Independent Auditors' Report
PROCTER & GAMBLE PHARMACEUTICALS 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
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1999 and 1998 3
Notes to Financial Statements for the Years Ended
December 31, 1999 and 1998 4
SUPPLEMENTAL SCHEDULES OMITTED - The following supplemental
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, 1999
Assets Held for Investment Purposes
Assets Acquired and Disposed of Within the Plan Year
Party-In-Interest Transaction
Obligations in Default
Leases in Default
DELOITTE &
TOUCHE LLP
------------ ---------------------------------------------------------------
DELOITTE & TOUCHE LLP Telephone: (513) 784-7100
250 East Fifth Street
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 Pharmaceuticals Savings Plan (the "Plan") as of December
31, 1999 and 1998, 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 December 31,
1999 and 1998, 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
------------------------
DELOITTE & TOUCHE LLP
April 26, 2000
<TABLE>
PROCTER & GAMBLE PHARMACEUTICALS SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
-------------------------------------------------------------------------------
<CAPTION>
1999 1998
<S> <C> <C>
ASSETS - Investment in The Procter & Gamble
Master Savings Trust, at fair value $72,134,587 $65,746,638
LIABILITIES - Accrued administrative expenses 64,553 -
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $72,070,034 $65,746,638
=========== ===========
See notes to financial statements.
</TABLE>
<TABLE>
PROCTER & GAMBLE PHARMACEUTICALS SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<CAPTION>
1999 1998
<S> <C> <C>
ADDITIONS:
Investment income - Equity in
net earnings of The Procter and
Gamble Master Savings Trust $10,679,020 $11,874,994
Transfer from unaffiliated plans - 3,027
----------- -----------
Total additions 10,679,020 11,878,021
DEDUCTIONS:
Distributions and withdrawals
to participants 4,051,588 1,571,081
Administrative expenses 304,036 -
----------- -----------
Total deductions 4,355,624 1,571,081
----------- -----------
NET INCREASE 6,323,396 10,306,940
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 65,746,638 55,439,698
----------- -----------
End of year $72,070,034 $65,746,638
=========== ===========
See notes to financial statements.
</TABLE>
PROCTER & GAMBLE PHARMACEUTICALS SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following brief description of the Procter & Gamble Pharmaceuticals
Savings Plan (the "Plan") is provided for general information only.
Participants should refer to the Plan agreement for more complete
information.
GENERAL - The Norwich Eaton Employee Savings Plan, began on August 1, 1982
and was modified effective July 1, 1985 to meet the requirements under
Internal Revenue Code Section 401(k). Norwich Eaton is a wholly-owned
subsidiary of The Procter & Gamble Company ("Company"). During 1986, the
assets and liabilities of the Norwich Eaton Employee Savings Plan were
transferred to create three plans, one for salaried employees, one for
hourly employees and one for Norwich Eaton's Greenville location employees.
Effective July 1, 1987, the Greenville Plan was terminated in connection
with a corporate reorganization. Effective June 30, 1994, the hourly Plan
was merged into the salary plan which created the Plan. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
CONTRIBUTIONS AND VESTING - In connection with the cessation of
contributions to the Plan effective July 1, 1991, all participants became
fully vested and no new participants were allowed in the Plan. Plan
participants became eligible to participate in The Procter & Gamble Profit
Sharing Trust and Employee Stock Ownership Plan effective July 1, 1991.
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 or in installment payments over a period not to exceed 120
months. 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 the Company has not expressed any intent to do
so, it 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 four members appointed by the Board of Directors of
the Company, except for duties specifically vested in the trustee, PNC
Bank, Ohio, N.A. ("PNC Bank"), who is also appointed by the Board of
Directors of the Company.
TRANSFER FROM UNAFFILIATED PLANS - Amounts represent account balances of
Company employees transferred from unaffiliated Company plans.
PARTICIPANT ACCOUNTS AND INVESTMENT OPTIONS - Each participant's account is
credited with an allocation of the Plan's earnings. The benefit to which a
participant is entitled is limited to the benefit that can be provided from
the participant's account. Participants may allocate their account in one
or all of the following investment options offered by the Plan (Note 4):
ENHANCED CASH FUND (FORMERLY THE RESERVE FUND) - The prospectus
indicates that this fund invests in short to medium length maturity,
interest-bearing instruments.
COMPANY STOCK FUND - A fund that invests in shares of The Procter &
Gamble Company common stock.
ACTIVE FIXED-INCOME CORE FUND (FORMERLY THE MANAGED BOND FUND) - The
prospectus indicates 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 LARGE COMPANY FUND) - The
prospectus indicates that this fund invests in equity securities of
approximately 300 domestic, large company stocks.
DIVERSIFIED FUND - The prospectus indicates that this fund invests in
a balanced portfolio consisting of both equity and fixed securities.
SMALL COMPANY EQUITY II FUND (FORMERLY THE SMALL COMPANY FUND) - The
prospectus indicates that this fund invests in a portfolio of equity
securities issued by small companies.
INTERNATIONAL EQUITY FUND - The prospectus indicates that this fund
invests in a diversified portfolio of equity securities of foreign
corporations.
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 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, J.P. 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)
by PNC Bank and to each participant's account by the Plan's recordkeeper.
EXPENSES OF THE PLAN - Investment management expenses are paid by the Plan
in 1999. All other expenses are paid by the Company. The Company paid all
Plan expenses in 1998.
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.
RECLASSIFICATIONS - 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. TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated August 22, 1996 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. The
Plan Administrator believes that the Plan is designed and is currently
being operated in compliance with the applicable provisions of the IRC as
of December 31, 1999 and 1998. Therefore, the Plan Administrator believes
that the Plan was qualified and tax-exempt as of December 31, 1999 and 1998
and no provision for income taxes has been reflected in the accompanying
financial statements.
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 investments that fund
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 1999 and 1998 audited financial
information regarding the net assets and investment income of the Master
Trust:
<TABLE>
Assets of the Master Trust at December 31, 1999 are summarized as follows:
<CAPTION>
ACTIVE
SMALL INTER- FIXED-
DISCIPLINED COMPANY NATIONAL ENHANCED INCOME
COMPANY EQUITY EQUITY II EQUITY CASH DIVERSIFIED CORE
STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair
value $95,073,504 $90,403,642 $5,939,202 $3,536,914 $25,264,139 $36,357,122 $5,556,031 $262,130,554
Accrued interest and
dividends 4,143 171 57 34 164 68 27 4,664
----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------
Total $95,077,647 $90,403,813 $5,939,259 $3,536,948 $25,264,303 $36,357,190 $5,556,058 $262,135,218
=========== =========== ========== ========== =========== =========== ========== ============
Plan's investment in
Master Trust $ 7,016,858 $41,246,591 $1,849,271 $ 987,996 $ 8,910,078 $10,099,564 $2,024,229 $ 72,134,587
=========== =========== ========== ========== =========== =========== ========== ============
Plan's percentage
ownership interest
in Master Trust 7% 46% 31% 28% 35% 28% 36% 28%
=========== =========== ========== ========== =========== =========== ========== ============
</TABLE>
<TABLE>
Investments, at fair value, held by the Master Trust at December 31, 1999 are
summarized as follows:
<CAPTION>
ACTIVE
SMALL INTER- FIXED-
DISCIPLINED COMPANY NATIONAL ENHANCED INCOME
COMPANY EQUITY EQUITY II EQUITY CASH DIVERSIFIED CORE
STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Procter & Gamble
Company common stock $94,131,490 $ 94,131,490
Mutual funds $90,403,642 $5,939,202 $3,536,914 $25,264,139 $36,357,122 $5,556,031 167,057,050
Short-term invest-
ments 942,014 942,014
----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------
Total investments
at fair value $95,073,504 $90,403,642 $5,939,202 $3,536,914 $25,264,139 $36,357,122 $5,556,031 $262,130,554
=========== =========== ========== ========== =========== =========== ========== ============
</TABLE>
<TABLE>
Investment income from the Master Trust for the year ended December 31, 1999 is
summarized as follows:
<CAPTION>
ACTIVE
SMALL INTER- FIXED-
DISCIPLINED COMPANY NATIONAL ENHANCED INCOME
COMPANY EQUITY EQUITY II EQUITY CASH DIVERSIFIED CORE
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 $15,627,185 $15,265,177 $1,690,909 $ 901,360 $ 1,416,290 $ 4,261,467 $ 9,284 $ 39,171,672
Dividends 1,058,186 1,058,186
Interest 31,081 1,752 265 246 503 516 189 34,552
----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------
Total $16,716,452 $15,266,929 $1,691,174 $ 901,606 $ 1,416,793 $ 4,261,983 $ 9,473 $ 40,264,410
=========== =========== ========== ========== =========== =========== ========== ============
Plan's equity in net
earnings of Master
Trust $ 1,231,548 $ 6,943,911 $ 577,650 $ 227,994 $ 480,409 $ 1,213,351 $ 4,157 $ 10,679,020
=========== =========== ========== ========== =========== =========== ========== ============
</TABLE>
<TABLE>
Assets of the Master Trust at December 31, 1998 are summarized as follows:
<CAPTION>
ACTIVE
SMALL INTER- FIXED-
DISCIPLINED COMPANY NATIONAL ENHANCED INCOME
COMPANY EQUITY EQUITY II EQUITY CASH DIVERSIFIED CORE
STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair
value $82,686,007 $76,750,124 $4,587,218 $2,999,260 $26,401,544 $33,445,663 $6,050,716 $232,920,532
Accrued interest and
dividends 4,781 235 47 7 38 32 13 5,153
----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------
Total $82,690,788 $76,750,359 $4,587,265 $2,999,267 $26,401,582 $33,445,695 $6,050,729 $232,925,685
=========== =========== ========== ========== =========== =========== ========== ============
Plan's investment in
Master Trust $ 6,164,016 $36,418,637 $1,603,201 $ 709,706 $ 9,165,543 $ 9,450,254 $2,235,281 $ 65,746,638
=========== =========== ========== ========== =========== =========== ========== ============
Plan's percentage
ownership interest
in Master Trust 7% 47% 35% 24% 35% 28% 37% 28%
=========== =========== ========== ========== =========== =========== ========== ============
</TABLE>
<TABLE>
Investments, at fair value, held by the Master Trust at December 31, 1998 are
summarized as follows:
<CAPTION>
ACTIVE
SMALL INTER- FIXED-
DISCIPLINED COMPANY NATIONAL ENHANCED INCOME
COMPANY EQUITY EQUITY II EQUITY CASH DIVERSIFIED CORE
STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Procter & Gamble
Company common stock $82,247,171 $ 82,247,171
Mutual funds $76,778,262 $4,596,117 $3,005,413 $26,409,391 $33,460,753 $6,048,229 150,298,165
Short-term invest-
ments (overdraft) 438,836 (28,138) (8,899) (6,153) (7,847) (15,090) 2,487 375,196
----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------
Total investments at
fair value $82,686,007 $76,750,124 $4,587,218 $2,999,260 $26,401,544 $33,445,663 $6,050,716 $232,920,532
=========== =========== ========== ========== =========== =========== ========== ============
</TABLE>
<TABLE>
Investment income from the Master Trust for the year ended December 31, 1998 is
summarized as follows:
<CAPTION>
ACTIVE
SMALL INTER- FIXED-
DISCIPLINED COMPANY NATIONAL ENHANCED INCOME
COMPANY EQUITY EQUITY II EQUITY CASH DIVERSIFIED CORE
STOCK FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net appreciation
(depreciation) in
fair value of
investments $11,339,483 $18,695,385 $ (263,745) $ 396,904 $ 1,376,097 $ 4,973,756 $ 416,005 $ 36,933,885
Dividends 1,029,974 1,029,974
Interest 49,241 54 83 22 129 41 125 49,695
----------- ----------- ---------- ---------- ----------- ----------- ---------- ------------
Total $12,418,698 $18,695,439 $ (263,662) $ 396,926 $ 1,376,226 $ 4,973,797 $ 416,130 $ 38,013,554
=========== =========== ========== ========== =========== =========== ========== ============
Plan's equity in
net earnings (losses)
of Master Trust $ 833,025 $ 8,794,395 $ (96,256) $ 97,376 $ 500,823 $ 1,593,777 $ 151,854 $ 11,874,994
=========== =========== ========== ========== =========== =========== ========== ============
</TABLE>
5. DISTRIBUTIONS PAYABLE
Distributions payable to participants at December 31, 1999 and 1998 are
approximately $750,000 and $530,000, respectively.
* * * * * *
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.
Procter & Gamble Pharmaceuticals
Savings Plan
/s/THOMAS J. MESS
Date: June 22, 2000 ---------------------------------------
Thomas J. Mess
Secretary for Trustees
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche
