Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE PROCTER & GAMBLE COMPANY
(Exact name of registrant as specified in its charter)
Ohio 31-0411980
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
(513) 983-1100
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
THE PROCTER & GAMBLE FUTURE SHARES PLAN
(Full title of the plan)
Terry L. Overbey, Secretary
The Procter & Gamble Company
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
(513) 983-4463
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per unit price fee
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Common Stock 6,000,000 $64.88(2) $389,280,000(2) $102,769.92
(without par
value)
(1) Plus such additional number of shares as may be required in the event of a
stock split or similar event in accordance with Rule 416 of the Securities
Act of 1933, as amended (the "Securities Act").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(h), on the basis of the average of the high and low
prices of the Common Stock reported in the consolidated reporting system on
April 10, 2000.
Part I
EXPLANATORY NOTE
This Registration Statement is filed pursuant to Instruction E to Form S-8
to register additional Common Stock issuable under The Procter & Gamble Future
Shares Plan, as amended (the "Plan").
Pursuant to Instruction E to Form S-8, the Registrant hereby incorporates
by reference into this Registration Statement the contents of the Registrant's
Registration Statement on Form S-8, filed on October 15, 1997 (Registration No.
333-37905).
The documents containing information specified by Part I of this
Registration Statement have been or will be sent or given to participants in the
Plan as specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission ("SEC") under the Securities Act. Such documents are not required to
be filed with the SEC but constitute (along with documents incorporated by
reference into this Registration Statement) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
Exhibit No. Description
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(4)(i)(a) -- Amended Articles of Incorporation (Incorporated by reference to
Exhibit (3-1) of the Company's Annual Report on Form 10-K for the
year ended June 30, 1998) (4)(i)(b) -- Regulations(Incorporated by
reference to Exhibit (3-2) of the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998)
(5) -- Opinion of Counsel
(23)(a) -- Consent of Deloitte & Touche LLP.
(23)(b) -- Consent of Terry L. Overbey, Esq., is contained in his
opinion filed as Exhibit (5)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on April 11, 2000.
THE PROCTER & GAMBLE COMPANY
By /s/DURK I. JAGER
------------------------
Durk I. Jager
Chairman of the Board, President
and Chief Executive
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities as of on April 11, 2000.
Signature Title
/s/DURK I. JAGER
- -------------------- Chairman of the Board, President
Durk I. Jager and Chief Executive and Director
/s/CLAYTON C. DALEY, JR.
- -------------------- Chief Financial Officer
Clayton C. Daley, Jr.
/s/DAVID R. WALKER
- -------------------- Vice President and Comptroller
David R. Walker
/s/NORMAN R. AUGUSTINE
- --------------------
Norman R. Augustine Director
/s/DONALD R. BEALL
- --------------------
Donald R. Beall Director
/s/GORDON F. BRUNNER
- --------------------
Gordon F. Brunner Director
/s/RICHARD B. CHENEY
- --------------------
Richard B. Cheney Director
/s/RICHARD J. FERRIS
- --------------------
Richard J. Ferris Director
/s/JOSEPH T. GORMAN
- --------------------
Joseph T. Gorman Director
/s/CHARLES R. LEE
- --------------------
Charles R. Lee Director
/s/LYNN M. MARTIN
- -------------------
Lynn M. Martin Director
/s/JOHN E. PEPPER
- -------------------
John E. Pepper Director
/s/JOHN C. SAWHILL
- -------------------
John C. Sawhill Director
/s/JOHN F. SMITH, JR.
- -------------------
John F. Smith, Jr. Director
/s/RALPH SNYDERMAN
- -------------------
Ralph Snyderman Director
/s/ROBERT D. STOREY
- -------------------
Robert D. Storey Director
/s/MARINA V.N. WHITMAN
- -------------------
Marina v.N. Whitman Director
EXHIBIT INDEX
Exhibit No. Description
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(4)(i)(a) -- Amended Articles of Incorporation (Incorporated by reference
to Exhibit (3-1) of the Company's Annual Report on Form 10-K
for the year ended June 30, 1998)
(4)(i)(b) -- Regulations(Incorporated by reference to Exhibit (3-2) of the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998)
(5) -- Opinion of Counsel
(23)(a) -- Consent of Deloitte & Touche LLP.
(23)(b) -- Consent of Terry L. Overbey, Esq., is contained in his
opinion filed as Exhibit (5)
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Exhibit 5
OPINION OF TERRY L. OVERBEY, ESQ.
The Procter & Gamble Company
Legal Division
1 Procter & Gamble Plaza, Cincinnati, Ohio 45202-3315
April 12, 2000
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202
Gentlemen/Mesdames:
This opinion is rendered for use in connection with the Registration Statement
on Form S-8, registering 6,000,000 additional shares of the Company's Common
Stock, without par value (the "Additional Shares"), to be offered as set forth
in the Registration Statement for The Procter & Gamble Future Shares Plan, as
amended (the "Amended Plan").
As counsel for the Company, I have examined and I am familiar with originals or
copies, certified or otherwise, identified to my satisfaction, of such statutes,
documents, corporate records, certificates of public officials and other
instruments as I have deemed necessary for the purpose of this opinion including
the Amended Articles of Incorporation, Regulations and By-Laws of the Company,
the Amended Plan, the records of proceedings of the shareholders and directors
of the Company and such other instruments which I consider pertinent.
Upon the basis of the foregoing, I am of the opinion that when issued,
delivered, and paid for in accordance with this Registration Statement and the
Amended Plan and after the filing of this Registration Statement with the
Securities and Exchange Commission, the Additional Shares will be validly and
legally issued and will be fully paid and non-assessable.
I express no opinion as to the laws of any jurisdiction other than the laws of
the State of Ohio.
The opinion set forth herein is expressed solely for the benefit of the
addressee hereof and may not be relied upon by any other person or entity
without my prior written consent.
I hereby consent to the filing of this opinion as Exhibit (5) to the
Registration Statement and to the reference to my name in the Registration
Statement.
Very truly yours,
/s/TERRY L. OVERBEY
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Terry L. Overbey
Secretary and Associate
General Counsel
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
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DELOITTE &
TOUCHE LLP ------------------------------------------------------------
- ----------- 250 East Fifth Street Telephone: (513) 784-7100
P.O. Box 5340
Cincinnati, Ohio 45202-5340
INDEPENDENT AUDITORS' CONSENT
The Procter & Gamble Company:
We consent to the incorporation by reference in this Registration Statement of
The Procter & Gamble Company on Form S-8 of our report dated July 29, 1999,
incorporated by reference in the Annual Report on Form 10-K of The Procter &
Gamble Company for the year ended June 30, 1999, and to the reference to us
under the heading "Experts" in the Registration Statement on Form S-8
(Registration No. 333-37905) incorporated by reference within this Registration
Statement on Form S-8.
/s/DELOITTE & TOUCHE LLP
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Deloitte & Touche LLP
April 12, 2000
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DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
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