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: The Procter & Gamble UK Matched Savings Share
Purchase Plan, St. Nicholas Avenue, Gosforth, Newcastle Upon Tyne, NE99 1EE
United Kingdom/England
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 LIMITED
MATCHED SAVINGS SHARE PURCHASE 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 LIMITED
MATCHED SAVINGS SHARE PURCHASE 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 Trustees of the Procter & Gamble Limited Matched Savings Share Purchase
Plan:
We have audited the accompanying statements of net assets available for benefits
of the Procter & Gamble Limited Matched Savings Share Purchase Plan ("the Plan")
as of June 30, 2000, and 1999, and the related statements of changes in net
assets available for benefits for each of the three years in the period ended
June 30, 2000. 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 each of three
years in the period ended June 30, 2000, in conformity with accounting
principles generally accepted in the United States of America.
29 September, 2000
<TABLE>
<CAPTION>
PROCTER & GAMBLE LIMITED
MATCHED SAVINGS SHARE PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 30, 2000 AND 1999
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2000 1999
pound sterling pound sterling
<S> <C> <C>
ASSETS:
Investment in the Company Stock, at fair value 31,678,169 44,168,360
Cash at bank and in hand 534,013 565,533
Investment income receivable 11,132 3,802
---------- ----------
Total assets 32,223,314 44,737,695
LIABILITIES:
Accrued administrative expenses (12,935) (29,780)
Distributions payable (28,602) (32,091)
Contributions received in advance (503,608) (507,464)
---------- ----------
Total liabilities (545,145) (569,335)
NET ASSETS AVAILABLE FOR BENEFITS 31,678,169 44,168,360
========== ==========
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
PROCTER & GAMBLE LIMITED
MATCHED SAVINGS SHARE PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED JUNE 30, 2000, 1999, AND 1998
--------------------------------------------------------------------------------------------------------
2000 1999 1998
pound sterling pound sterling pound sterling
<S> <C> <C> <C>
ADDITIONS (LOSSES):
Investment income:
Net appreciation (depreciation) in fair
value of Company Stock (15,383,254) 1,759,579 8,208,747
Interest income 11,132 7,771 8,421
-------------- ----------- -----------
Total investment income (loss) (15,372,122) 1,767,350 8,217,168
Contributions from Procter & Gamble companies 3,028,880 2,844,334 2,438,774
Contributions from participants 3,028,880 2,844,334 2,438,774
Other income 3,694 8,732 83
Income from Procter & Gamble Limited 15,351 12,970 24,763
-------------- ----------- -----------
Total additions (losses) (9,295,317) 7,477,720 13,119,562
DEDUCTIONS:
Distributions and withdrawals to participants (3,172,050) (2,241,943) (617,825)
Administrative expenses (22,824) (24,980) (26,236)
-------------- ----------- -----------
Total deductions (3,194,874) (2,266,923) (644,061)
-------------- ----------- -----------
NET INCREASE (DECREASE) (12,490,191) 5,210,797 12,475,501
-------------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 44,168,360 39,957,563 26,482,062
-------------- ----------- -----------
End of year 31,678,169 44,168,360 38,957,563
============== =========== ===========
</TABLE>
PROCTER & GAMBLE LIMITED
MATCHED SAVINGS SHARE PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2000, 1999, AND 1998
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1. PLAN DESCRIPTION
The following brief description of the Procter & Gamble Limited Matched
Savings Share Purchase Plan ("Plan") is provided for general information
purposes only. Participants should refer to the Plan agreement for more
complete information.
GENERAL - The Plan is a share purchase plan established by Procter & Gamble
Limited ("Company") to provide a means for eligible UK employees to tax
efficiently purchase shares in The Procter & Gamble Company ("Parent"). The
scheme administrators on behalf of the Trustees of the Plan hold the Plan
assets.
CONTRIBUTIONS- Employees can contribute up to 2.5% of the their salary/
wage, subject to a minimum monthly contribution of (pound sterling)8.33.
The participating Procter & Gamble companies (see note 6) match all
contributions by employees in full.
WITHDRAWALS - Participants may withdraw shares from the scheme at any time
subject to the following Plan rules. Participants cannot withdraw shares
from the Plan within 5 years of purchase. Participants who withdraw shares
from the Plan after 5 years can do so without attracting any income tax.
ADMINISTRATION - The Plan is administered by IRG Trustees Limited who were
appointed by the Trustees of the Plan.
PARTICIPANT ACCOUNTS - Each participant's account is credited with an
allocation of the Plan's shares. The benefit to which a participant is
entitled is limited to the shares that can be provided from the
participant's account.
PLAN TERMINATION - The Company is reviewing the future of the Plan in line
with recent Inland Revenue legislative changes. The current Approved Profit
Sharing Plan (the Procter & Gamble Matched Savings Share Purchase Plan) can
no longer be operated from April 2002. This Plan will be replaced by a more
tax efficient plan, which meets the requirements of the rules of the Inland
Revenue's All Employee Share Ownership Plans. The Company has the right
under the current scheme rules to terminate the Plan.
2. SIGNIFICANT ACCOUNTING POLICIES
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
Company common stock is valued at fair value and is translated into
Sterling at the rate of exchange at June 30.
EXPENSES OF THE PLAN - Investment management expenses and all other
fees/expenses are paid by the participating Procter & Gamble companies (see
note 6).
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.
3. TAX STATUS
The Inland Revenue (IR) has determined and informed the Company that it is
an approved Employee Share Scheme under UK tax legislation. Therefore, the
Plan Administrator believes that the Plan was qualified and tax-exempt as
of June 30, 2000 and 1999 and no provision for income taxes has been
reflected in the accompanying financial statements.
4. DISTRIBUTIONS PAYABLE
Distributions payable to participants at June 30, 2000 and 1999, are
approximately (pound sterling)28,602 and (pound sterling)32,091,
respectively.
5. COMPANY STOCK
At June 30, 2000 and 1999, 837,687 and 780,019 shares, respectively,of
Company Stock were held by the Plan.
6. PARTICIPATING PROCTER & GAMBLE COMPANIES
The participating Procter & Gamble companies are as follows:
Procter & Gamble
Procter & Gamble Limited
Procter & Gamble Pharmaceuticals (UK) Limited
Procter & Gamble Product Supply (UK) Limited
Procter & Gamble Technical Centres Limited
Procter & Gamble (L&CP) Limited.
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 Newcastle upon Tyne
United Kindgom, on September 29, 2000.
THE PROCTER & GAMBLE UK MATCHED SAVINGS SHARE PURCHASE PLAN
By: /S/MR. D. J. HAMMOND
---------------------
[Mr. D J Hammond]
Trustee/Chairman, The Procter & Gamble UK Matched Savings Share Purchase
Plan
By: /S/MS. L. ULANOWSKI
---------------------
[Ms L Ulanowski]
Trustee, The Procter & Gamble UK Matched Savings Share Purchase Plan
By: /S/MR. T. CORPS
---------------------
[Mr T Corps]
Trustee, The Procter & Gamble UK Matched Savings Share Purchase Plan
