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 named below: Savings and Thrift Plan (Saudi Arabia), P. O.
Box 2056 Jeddah 21451 Saudi Arabia.
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)
SAVINGS AND THRIFT PLAN (SAUDI ARABIA):
MODERN INDUSTRIES COMPANY (JEDDAH),
MODERN INDUSTRIES COMPANY (DAMMAM)
AND MODERN PRODUCTS COMPANY
---------------------------------------
COMBINED FINANCIAL STATEMENTS FOR THE YEARS
ENDED DECEMBER 31, 1999 AND 1998 AND COMBINED
SUPPLEMENTAL SCHEDULES - STATEMENTS OF
INVESTMENTS AS OF DECEMBER 31, 1999 AND 1998
AND REPORT OF INDEPENDENT AUDITORS
SAVINGS AND THRIFT PLAN (SAUDI ARABIA):
MODERN INDUSTRIES COMPANY (JEDDAH),
MODERN INDUSTRIES COMPANY (DAMMAM)
AND MODERN PRODUCTS COMPANY
TABLE OF CONTENTS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Combined Statements of Net Assets
December 31, 1999 and 1998 2
Combined Statements of Changes in Plans Equity for
the Years Ended December 31, 1999 and 1998 3
Notes to Combined Financial Statements for
the Years Ended December 31,1999 and 1998 4
COMBINED SUPPLEMENTAL SCHEDULES - Statements of Investments
for the years ended, December 31, 1999 8
AL JURAID & COMPANY
MEMBER FIRM OF
PRICEWATERHOUSECOOPERS
--------------------------------------------------------------------------------
Ali Reza Tower
P.O. Box 16415
Jeddah 21464
Saudi Arabia
Telephone: 653-4880
Facsimile: 653-2370
REPORT OF INDEPENDENT AUDITORS June 12, 2000
------------------------------
To The Trustees of:
Modern Industries Company (Jeddah) - Employee Savings and Thrift Plan,
Modern Industries Company (Damman) - Employee Savings and Thrift Plan, and
Modern Products Company - Employee Savings and Thrift Plan
We have audited the accompanying combined statements of net assets of Employee
Savings and Thrift Plan for Modern Industries Company (Jeddah), Modern
Industries Company (Dammam) and Modern Products Company, which are centrally
administered as the Savings and Thrift Plan (Saudi Arabia) of The Procter &
Gamble Company, ("the Plans") as of December 31, 1999 and 1998, and the related
combined statements of changes in plan's equity for the years then ended. These
combined financial statements and the combined supplemental schedules discussed
below are the responsibility of the Plan's Trustees. Our responsibility is to
express an opinion on these combined 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 combined financial statements present fairly, in all
material respects, the net assets of the Plans as of December 31, 1999 and 1998
and the changes in their equity for the years then ended 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
combined financial statements taken as a whole. The accompanying combined
supplemental schedules - statements of investments are presented for purpose of
additional analysis and are not a required part of the basic combined financial
statements. Such combined supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic combined financial
statements and, in our opinion, are fairly stated in all material respect in
relation to the basic combined financial statements taken as a whole.
AL JURAID & COMPANY
By /s/ABDULLAH M. AL JURAID
------------------------
Abdullah M. Al Juraid
License Number 99
--------------------------------------------------------------------------------
Al Juraid & Company, License No. 25
Licensed Partners:
Abdullah M. Al Juraid, No. 99
Sami B. Al Sarraj, No. 165
Penrhyn Wilson III, No. 182
<TABLE>
SAVINGS AND THRIFT PLAN (SAUDI ARABIA):
MODERN INDUSTRIES COMPANY (JEDDAH),
MODERN INDUSTRIES COMPANY (DAMMAM)
AND MODERN PRODUCTS COMPANY
--------------------------------------------------------------------------------
COMBINED STATEMENTS OF NET ASSETS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
ASSETS
------
Investments:
Procter & Gamble securities SR 64,837,039 SR 59,986,340
(cost: 199 - SR 32,901,505; 1998 -
SR 32,354,929)
Time deposits 4,841,480 4,742,885
Cash 882,169 525,189
Loans receivable from members 811,287 800,821
Other receivable 459,923 606,747
------------- -------------
Total assets 71,831,898 66,661,982
LIABILITIES
-----------
Amounts due employees 152,719 182,168
------------- -------------
NET ASSETS SR 71,679,179 SR 66,479,814
============= =============
Authorized signatures:
/s/BAKHEET H. GHAMDI /S/MOHAMMAD M. GHAMDI 6/17/2000
-------------------- --------------------
Bakheet H. Ghamdi Mohammad M. Ghamdi
Trustee Trustee
See notes to combined financial statements.
</TABLE>
<TABLE>
SAVINGS AND THRIFT PLAN (SAUDI ARABIA):
MODERN INDUSTRIES COMPANY (JEDDAH),
MODERN INDUSTRIES COMPANY (DAMMAM)
AND MODERN PRODUCTS COMPANY
--------------------------------------------------------------------------------
COMBINED STATEMENTS OF CHANGES IN PLANS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
ADDITIONS TO PLANS EQUITY DUE TO
Employee contributions:
Basic SR 2,765,068 SR 2,920,625
Additional 3,422,656 6,380,884
Companies contributions 1,677,108 1,548,008
Investment income:
Dividends 546,970 479,827
Bank commission 243,207 239,712
------------- -------------
Total additions to plans equity 8,655,009 11,569,056
DEDUCTIONS FROM PLANS EQUITY DUE TO
Withdrawals (7,759,757) (4,522,694)
------------- -------------
CHANGE IN PLANS EQUITY 895,252 7,046,362
PLANS EQUITY AT BEGINNING YEAR 66,479,814 55,545,122
UNREALIZED GAIN 4,304,113 3,888,330
------------- -------------
PLANS EQUITY AT END OF YEAR SR 71,679,179 SR 66,479,814
============= =============
See notes to combined financial statements.
</TABLE>
SAVINGS AND THRIFT PLAN (SAUDI ARABIA):
MODERN INDUSTRIES COMPANY (JEDDAH),
MODERN INDUSTRIES COMPANY (DAMMAM)
AND MODERN PRODUCTS COMPANY
--------------------------------------------------------------------------------
NOTES TO COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
1. PLAN DESCRIPTION AND RELATED MATTERS
The following brief description of Employee Savings and Thrift Plans for
Modern Industries Company (Jeddah), Modern Industries Company (Dammam) and
Modern Products Company, which are centrally administered as the Savings
and Thrift Plan (Saudi Arabia) of The Procter & Gamble Company (the
"Plans") is provided for general information purposes only. Participants
should refer to each plan agreement for more complete information.
Trustees
--------
The Trustees for the Plans include the chairman of Modern Industries
Company (Jeddah), Modern Industries Company (Dammam) and Modern Products
Company (collectively the "Companies") and nominated managers of the
Companies.
Eligibility
-----------
Any permanent employee who has been on the payrolls of the Companies for
more than 12 months is eligible to participate in the Plans.
Member's Accounts
-----------------
An Employee Account and a Company Account are maintained for each member.
The Employee Account includes a member's contributions, decreased by all
withdrawals and increased by all repayments of withdrawals. The Company
Account includes the total contributions made by the Companies, which were
credited to the member's account in accordance with the terms of the Plans.
Profits on bank deposits and net dividends are credited to Employee
Account.
Employee Contributions
----------------------
Basic deposits of 5% of base salary are contributed monthly by the members.
The member has the option to invest these contributions in one of the
following investment programs offered by the Plans:
. Invest the full amount to purchase Procter & Gamble securities.
. Invest the full amount in bank deposits.
. Invest 50% of the amount to purchase Procter & Gamble securities, and 50%
in bank deposits.
The numbers of participating employees under each of the aforementioned
programs at December 31, 1999 were 398, 38 and 35 (1998 - 442, 54 and 29),
respectively.
Members may elect to contribute an additional 1% to 10% of their monthly
base salary. These additional contributions are not matched by the
Companies and can only be invested in Procter & Gamble securities.
Companies Contributions
-----------------------
The Companies credit each member with an amount ranging from 25% to 100% of
the balance in the Employee Account, depending on the member's length of
continuous service, with the rate reaching 100% after ten years of
continuous service.
Earnings
--------
Any occurrence of income from the net dividends earned and credits from
forfeitures are utilized to purchase more Procter & Gamble securities.
These earnings are allocated on a pro-rata basis to the existing members
based on the prior month-end balance of their plan assets.
Commission earned from bank deposits is allocated amongst the members of
the Plan in proportion to their investments in bank deposits.
Vesting
-------
The members are fully vested in their Employee Accounts and Earnings
Accounts. Members become vested in the Companies Contributions by 30% after
the first three full years from the date of their membership in the Plans,
or renewed membership (see Withdrawals), with the rate reaching 100% after
ten full years of such membership.
Withdrawals
-----------
Withdrawals may be made from the member's Employee Account at any time he
chooses to, up to the extent of his contributions, the vested position of
the Companies Contributions and all relevant profits thereon.
The non-vested portion of the Companies Contributions and relevant profits
are placed in a frozen account that will continue to be vested according to
the schedule of investments. These are paid to the employee on his
separation from the Companies unless he meets the criteria for forfeiture
(see Forfeitures). The employee may rejoin the Plans after a one-year
waiting period from the first withdrawal and a two-year waiting period for
every subsequent withdrawal.
Loans
-----
An existing member who has at least five years of membership is eligible to
borrow from the Plans up to an amount that varies with the member's monthly
base salary and length of service. The maximum loan amount cannot exceed
50% of the balance in Employee Account or six months salary, whichever is
lesser. Repayment of the loan is made by monthly payroll deductions. The
member may elect to repay the outstanding loan in lump sum at any time.
Forfeitures
-----------
When members leave the Plans without fulfilling ten years of membership
requirement for full vestment (see Vesting) for a reason other than
transfer out, death or disability, the non-vested Companies Contributions
and relevant profits are forfeited. The forfeited amount is divided amongst
the existing members using the same formula as Companies Contributions (see
Companies Contributions).
Transferability
---------------
The Plans are 100% transferable between the Companies.
Costs of the Plans
------------------
All administrative costs of the Plans are paid by the Companies.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Combination
--------------------
The combined financial statements include the financial statements of all
plans as stated in Note 1. All significant intercompany transactions and
balances have been eliminated in combination.
Basis of Accounting
-------------------
The accompanying combined financial statements are prepared in accordance
with accounting principles generally accepted in the United States of
America. The net assets and transactions of the Plans are recorded at fair
value.
Investments
-----------
Investments in Procter & Gamble securities are valued at the closing price
on the New York Stock Exchange. Bank deposits are stated at cost.
Bank Commission
---------------
Bank commission represents commission earned on bank deposits.
Translation of Non-Saudi Riyal Currencies
-----------------------------------------
The Plans' primary currency is the Saudi Riyal. Non-Saudi Riyal investments
are translated to Saudi Riyals at the exchange rates in effect on the last
day of the Plans year. Earnings on currencies other than the Saudi Riyals
are translated at rates prevailing during the year. Exchange gains or
losses for 1999 and 1998 were not significant.
Taxes
-----
Currently, there are no personal income taxes in Saudi Arabia. Should they
be introduced any time in the future, the Plans require that such taxes be
borne by the members.
Dividend payments on Procter & Gamble securities are received net of
deduction of withholding taxes by the United States Government.
<TABLE>
SAVINGS AND THRIFT PLAN (SAUDI ARABIA):
MODERN INDUSTRIES COMPANY (JEDDAH),
MODERN INDUSTRIES COMPANY (DAMMAM)
AND MODERN PRODUCTS COMPANY
COMBINED SUPPLEMENTAL SCHEDULES - STATEMENTS OF INVESTMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
---------------------------------------------------------------------------------------------------------
<CAPTION>
(EXPRESSED IN SAUDI RIYALS)
1999 1998
----------------------------------- ---------------------------------------
Number Market Number Market
of Shares Cost Value of Shares Cost Value
--------- ---- ------ --------- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Procter & Gamble
securities 157,850 32,901,515 64,837,039 175,229 32,354,929 59,986,340
Time deposits - 4,841,480 4,841,480 - 4,742,885 4,742,885
</TABLE>
THE PLAN, 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, IN THE CITY OF JEDDAH, SAUDI ARABIA, ON JUNE 14,
2000.
SAVINGS AND THRIFT PLAN (SAUDI ARABIA):
By: /s/BAKHEET H. GHAMDI
----------------------------------
Bakheet H. Ghamdi
Trustee, Savings and Thrift Plan (Saudi Arabia)
By: /s/MOHAMMAD M. GHAMDI
----------------------------------
Mohammad M. Ghamdi
Truste, Savings and Thrift Plan (Saudi Arabia)
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Al Juraid & Company
