Rule 424(b)(3)
Registration No. 033-59257
PROSPECTUS
THE PROCTER & GAMBLE COMPANY
12,326,167 SHARES OF COMMON STOCK (WITHOUT PAR VALUE)
___________
THE PROCTER & GAMBLE SHAREHOLDER INVESTMENT PROGRAM
The Shareholder Investment Program (the "Program") of The Procter &
Gamble Company ("Company") provides eligible investors with a convenient
and economical method of reinvesting cash dividends and making optional
cash payments toward the purchase of shares of The Procter & Gamble
Company's Common Stock ("Common Stock"). Optional cash payments may be
made by check, money order or direct debit of a checking or savings
account. In addition, employees of the Company and certain of its
subsidiaries ("Procter & Gamble") may participate through payroll
deduction, wherever possible. J. P. Morgan Securities Inc. ("Agent") is
the agent for stock purchases and sales.
Morgan Guaranty Trust Company of New York, an affiliate of the Agent,
holds the shares acquired under the Program as custodian, either in its or
its nominee's name. On May 23, 1995, J.P. Morgan announced plans to sell
its domestic custody business to The Bank of New York. After consummation
of this transaction, it is anticipated The Bank of New York will act as
custodian for the shares acquired under the Program. "Custodian" as used
herein refers to Morgan Guaranty Trust Company of New York, The Bank of New
York or any subsequent entity which provides custodial services under the
Program.
Participants pay any brokerage charges on sales and purchases under the
Program. Additionally, participants who are not employees or retirees of
Procter & Gamble pay certain administrative fees to help defray actual
costs of maintaining their accounts in the Program. The cost of shares of
Common Stock acquired under the Program is the average price of all shares
purchased for each Investment Period, plus any brokerage charges and other
costs of purchase. The shares may be purchased on any securities exchange
on which they are traded, in the over-the-counter market, or by negotiated
transactions at such prices and on such terms as the Agent for stock
purchases may agree, except that the price may not exceed the current best
offer in the consolidated system as determined by the Agent. The Agent
maintains control over the times when and the prices at which it purchases
shares of Common Stock for the Program, the amounts of Common Stock to be
purchased, the manner in which shares of Common Stock are purchased and the
selection of a broker or dealer through which purchases may be executed.
The Agent has informed the Company it intends to purchase Common Stock with
optional cash payments under the Program on or about the 15th day of the
month, or the following business day if the 15th is not a business day, and
on or about the last business day of the month. The Agent has also
informed the Company it intends to purchase Common Stock with dividends
under the Program on or about the 15th day of the month, or the following
business day if the 15th is not a business day. "Business day" refers to a
day on which both the Company and the New York Stock Exchange are open.
From time to time and without notice, the Agent may change the dates on
which it purchases Common Stock for the Program.
If you are an employee of Procter & Gamble who wishes to enroll in the
Program through payroll deduction, wherever offered, you must obtain from
your Benefits Center or Personnel Contact an Application/Deduction Change
Form. The original form must be submitted to your Payroll Department with
a copy to the Company's Shareholder Services Department. Shareholders of
record who are not employees using the payroll deduction feature may enroll
by signing an Authorization Form and submitting it to the Company's
Shareholder Services Department. Persons and entities who are not
shareholders of record, other than employees using the payroll deduction
feature, may enroll by completing an Application Form and submitting it to
the Company's Shareholder Services Department. Authorization Forms,
Application Forms and all other Program documents are available from the
Shareholder Services Department of the Company.
The Common Stock is listed on the New York, Cincinnati, Amsterdam,
Paris, Basel, Geneva, Lausanne, Zurich, Frankfurt, Antwerp, Brussels and
Tokyo Stock Exchanges.
To the extent required by applicable law in certain jurisdictions,
shares offered under the Program are offered through the Agent.
It is recommended that this Prospectus be retained for future
reference.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________
The date of this Prospectus is June 28, 1995.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at Seven World Trade Center, 13th Floor, New
York, New York 10048; and Suite 1400, Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such materials can be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, reports, proxy statements and other information concerning the
Company may also be inspected at the offices of The New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005 and the offices
of The Cincinnati Stock Exchange, 400 S. LaSalle Street, 5th Floor,
Chicago, Illinois 60605.
The Company has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as
the "Registration Statement") under the Securities Act of 1933, as amended.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission (File No. 1-434)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Notice of Annual Meeting and Definitive Proxy
Statement for the annual meeting of shareholders held on October
11, 1994.
2. The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994.
3. The Company's Quarterly Reports on Form 10-Q for the periods ended
September 30, 1994, December 31, 1994 and March 31, 1995.
4. The Company's Current Report on Form 8-K dated January 26, 1995.
5. All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the
Common Stock registered hereunder. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
the Registration Statement or this Prospectus to the extent that a
statement contained herein, in a Prospectus Supplement or in any
other document subsequently filed with the Commission which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement or
this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the oral or written request of such
person, a copy of any or all of the documents which are incorporated by
reference herein, other than exhibits to such documents (unless such
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exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Mr. Robert J. Thompson, Manager, Shareholder
Services Department, The Procter & Gamble Company, One Procter & Gamble
Plaza, P. O. Box 5572, Cincinnati, Ohio 45201, telephone: (800) 742-6253.
THE COMPANY
The Company is primarily a manufacturer and distributor of household
products. Its products are sold throughout the United States and abroad.
The Company is a corporation that was incorporated under the laws of Ohio
in 1905 and was the outgrowth of a business founded in 1837 by William
Procter and James Gamble. The Company's principal executive offices are
located at One Procter & Gamble Plaza, Cincinnati, Ohio 45202, and its
telephone number is (513) 983-1100.
USE OF PROCEEDS
Purchases of Common Stock under the Program will be made in the open
market and the Company will not receive any proceeds under the Program
(other than limited funds received in the form of administrative fees to
help offset actual costs of administering the Program).
TERMS AND CONDITIONS OF THE SHAREHOLDER INVESTMENT PROGRAM
The following is The Shareholder Investment Program of the Company:
OVERVIEW
The Procter & Gamble Company ("Company") Shareholder Investment Program
("Program") replaces the Dividend Reinvestment Plan and Stock Investment
Program formerly maintained by the Company, both of which have been merged
into the Program. If you were a participant in either of these plans you
will be automatically enrolled in the Program, unless you elect not to
continue your participation by providing written notice to the Company as
described below under the heading "CLOSING YOUR ACCOUNT." If you do
nothing, you will be deemed to have accepted all the terms and conditions
of the Program as outlined herein.
The purpose of the Program is to offer eligible participants an
opportunity to buy shares of Common Stock with Common Stock cash dividends
and optional cash payments. The Program is administered by the Company.
The Company also acts as its own transfer agent and dividend paying agent.
J. P. Morgan Securities Inc. ("Agent") is the agent for stock purchases and
sales. The Custodian, an affiliate of the Custodian or a nominee of the
Custodian or its affiliate holds the shares acquired under the Program.
Participation is entirely voluntary. You may join the Program at any time
and request that your account be closed whenever you wish.
ELIGIBILITY
Any person or entity is eligible to enroll in the Program provided that
you satisfy the enrollment procedures described below under the heading
"HOW TO ENROLL," and, in the case of citizens or residents of a country
other than the United States, its territories, and possessions, the Company
determines, in its sole discretion, participation is reasonably practicable
and does not violate foreign or domestic laws applicable to the Company or
the prospective participant.
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HOW TO ENROLL
After being furnished with a copy of this Prospectus, any shareholder
of record may enroll in the Program. If you are not already, you may
become a shareholder of record concurrent with enrollment in the Program by
purchasing Common Stock through the Program. Persons and entities who are
not shareholders of record, other than employees using the payroll
deduction feature, may enroll by completing an Application Form and
submitting it to the Company's Shareholder Services Department. If you are
an employee of Procter & Gamble who wishes to enroll in the Program through
payroll deductions, wherever offered, you must obtain from your Benefits
Center or Personnel Contact an Application/Deduction Change Form. The
original form must be submitted to your Payroll Department with a copy to
the Company's Shareholder Services Department. Shareholders of record who
are not employees using the payroll deduction feature may enroll by signing
an Authorization Form and submitting it to the Company's Shareholder
Services Department. Application Forms, Authorization Forms and all other
Program documents may be obtained from the Company's Shareholder Services
Department.
If you are not an employee of Procter & Gamble using the payroll
deduction feature and you wish to become a shareholder of record by
purchasing Common Stock through the Program, in addition to your
Application Form, you must send a first-party check or money order (made
payable in U.S. dollars and drawn on a U.S. bank to The Procter & Gamble
Shareholder Investment Program) for your initial investment or submit a
Direct Debit Form authorizing an automatic withdrawal from your checking or
savings account. The minimum initial investment in the Program by check,
money order or direct debit is the greater of $100 or the price of one
share of Common Stock calculated according to the procedures discussed
under the heading "PURCHASE AND PRICE OF SHARES," plus brokerage charges,
administrative fees and other costs of purchase (see "COST OF THE
PROGRAM"). Accordingly, in determining the amount of your initial
investment, you should consider fluctuations in the market price of shares
of Common Stock and the costs of brokerage charges, administrative fees and
other costs of purchase. Brokerage charges are now approximately $.04 per
share, but are subject to change at any time without prior notice. If you
are an employee of Procter & Gamble, there is no minimum initial investment
if you use the payroll deduction feature.
If you are a beneficial owner of shares of Common Stock registered in
"street name" by a bank or broker, you may become a shareholder of record
by requesting at least one share of Common Stock be re-registered in your
name. You should contact your broker or bank to re-register the share(s).
Once you have become a shareholder of record by re-registering at least one
share of Common Stock, you will receive an Authorization Form from the
Company for enrollment in the Program.
If you already hold shares of Common Stock registered in your name, be
sure to sign your name on the Authorization Form exactly as it appears on
your pre-printed Authorization Form and on your certificates. If you do
not currently hold shares of Common Stock registered in your name, be sure
to sign your name on the Application Form exactly as you want your shares
to be registered.
Participation in the Program begins when your completed Application
Form, Authorization Form or Application/Deduction Change Form and, if
applicable, an initial investment and other documents are received and
accepted by the Company. Participation will include reinvestment of the
next dividend payment only if the Application Form, Authorization Form or
Application/Deduction Change Form and, if applicable, other materials are
received and accepted by the Company on or before the record date for that
dividend. The record date is usually ten calendar days after a dividend is
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declared. Normally, dividends, if any, are declared at the meeting of the
Board of Directors of the Company on the second Tuesday during the months
of January, April, July, and October.
Once you have enrolled, your participation continues automatically
unless terminated by the Company or you request your Program account be
closed (see "TERMINATION" and "CLOSING YOUR ACCOUNT"). If the Company has
terminated your participation in the Program or you have requested your
Program account be closed and you wish to re-enroll, you must complete all
enrollment procedures and satisfy all requirements as if you had never been
a participant.
HOW THE PROGRAM WORKS
By participating in the Program, you authorize the use of some, none or
all of your cash dividends on Common Stock held in certificated form and in
the Program and all of your optional cash payments for the purchase of
additional shares of Common Stock. If your available credits to the
Program do not purchase an exact number of full shares, a fractional share
will be credited to your account. All shares subject to dividend
reinvestment will earn future dividends, which will be reinvested for you
in still more shares of Common Stock, subject to any federal income tax
withholding. Any fractional share receives a proportional amount of
dividends paid.
OPTIONAL CASH PAYMENTS
As an eligible participant, you may invest up to twice per month in
additional Common Stock by sending your personal checks or money orders
(made payable in U.S. dollars and drawn on U.S. banks) to The Procter &
Gamble Shareholder Investment Program. You should include with any
optional cash payment the tear-off Optional Cash Payment Form from your
Program Statement. Failure to submit the tear-off stub with any optional
cash payment may result in a delay in investing that optional cash payment.
At minimum, your optional cash payment must be accompanied by your Program
account number. If your Program account number is not included, your
optional cash payment will be returned to you.
You may also make optional cash payments by authorizing automatic
direct debits of one of your checking or savings accounts. Participants
authorizing direct debits may be charged a set-up fee by their financial
institution, but normal transaction fees, if any, other than charges for
insufficient funds, will be paid by the Company. To use the direct debit
feature, your financial institution must be a member of the American
Clearing House (ACH). If you wish to use this feature, you must complete
and return to the Company's Shareholder Service Department a Direct Debit
Form. If you wish to change any aspect of your direct debit selection, you
must submit to the Company's Shareholder Service Department a Direct Debit
Form with the appropriate changes.
Wherever possible, payroll deduction may be used to purchase shares for
employees of Procter & Gamble. An Application/Deduction Change Form must
be filled out and submitted to your Payroll Department with a copy to the
Company's Shareholder Services Department. If you wish to change any
aspect of your payroll deduction selection, you must submit an Application/
Deduction Change Form to your Payroll Department with the appropriate
changes.
The minimum optional cash payment by check, money order or direct debit
is $100. There is no minimum optional cash payment for employees of
Procter & Gamble who elect to use the payroll deduction feature. You may
make optional cash payments of up to a total of $120,000 in a calendar
year. There is no obligation to make optional cash payments at any time.
Optional cash payments in excess of the $120,000 limit for any calendar
year or below the $100 minimum will be returned to you.
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DIVIDEND REINVESTMENT
You may choose to reinvest some, none or all of your cash dividends on
the certificated shares of Common Stock registered in your name and the
shares of Common Stock held in your Program account by notifying the
Company's Shareholder Services Department in writing. If you elect to
reinvest only a portion of your cash dividends, you must designate the
number of shares, the percentage of your total dividends, or a specified
dollar amount for which you wish cash dividends to be reinvested.
Dividends not reinvested will be paid to you by check.
You may also elect to have your cash dividends deposited by the Company
directly into one of your bank accounts. To select this option, you should
submit to the Shareholder Services Department of the Company a Direct
Deposit Form.
From time to time, you may change the proportion of dividends to be
reinvested by notifying the Company's Shareholder Services Department in
writing. To be effective, any change in dividend election must be received
and accepted by the Company's Shareholder Services Department on or before
the record date for such dividend (see the heading "HOW TO ENROLL" for a
description of determination of record dates).
INVESTMENT PERIODS
The Agent maintains control over the times when and the prices at which
it purchases shares of Common Stock for the Program, the amounts of Common
Stock to be purchased, the manner in which shares of Common Stock are to be
purchased and the selection of a broker or dealer through which purchases
may be executed. The Agent has informed the Company it intends to purchase
Common Stock with optional cash payments under the Program on or about the
15th of the month, or the following business day if the 15th is not a
business day, and on or about the last business day of the month (each an
"Investment Date"). The Agent has also informed the Company it intends to
purchase Common Stock with dividends under the Program on or about the 15th
of the month, or the following business day if the 15th is not a business
day (each also an "Investment Date"). "Business day" refers to a day on
which both the Company and The New York Stock Exchange are open. From time
to time and without notice, the Agent may change the Investment Dates. In
certain circumstances, the Agent may spread purchases for the Program over
two or more days (an "Investment Period," which also includes "Investment
Dates").
Payments received by the Company on or after 48 hours prior to the
completion of any Investment Period may be held until the next Investment
Period. NO INTEREST WILL BE PAID BY THE COMPANY OR THE AGENT ON ANY FUNDS
HELD. Refunds will be made of any optional cash payments not already
invested if a written request is received by the Company not less than 48
hours before the completion of the next Investment Period or if the
optional cash payment is not invested within 35 days of receipt of the
optional cash payment by the Company. Dividends not invested within 30
days of the dividend date will also be refunded. No refund of a check or
money order will be made until the funds have been actually received by the
Company. Accordingly, such refunds may not reach you for up to two weeks
from the date the request is received.
PURCHASE AND PRICE OF SHARES
Purchases will be made by the Agent and may be made on any securities
exchange on which such shares are traded, in the over-the-counter market or
by negotiated transactions, and may be subject to such terms of price,
delivery, etc., as the Agent may agree, except that the price may not
exceed the current best offer in the consolidated system. The Agent may
commingle your funds with
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those of other participants for the purpose of executing purchases. The
Company has no control over the times when and the prices at which the
Agent purchases shares of Common Stock for the Program, the amounts of
shares of Common Stock to be purchased, the manner in which shares are to
be purchased and the selection of a broker or dealer through which
purchases may be executed.
The cost per share of Common Stock purchased for your Program account
will be the average price of all shares purchased to satisfy Program
requirements for any Investment Period, plus any brokerage charges,
administrative fees and other costs of purchase.
Dividend and voting rights on purchased shares of Common Stock will
commence upon settlement.
COST OF THE PROGRAM
Program accounts maintained by participants who are not employees or
retirees of Procter & Gamble will be charged administrative fees to help
defray actual costs of the Program ("Administrative Fees"). The
Administrative Fees are $1.00 per sale and five percent (5%) of any
purchase up to a maximum of $1.00 per purchase, including purchases with
reinvested dividends. Accounts maintained by participants who are
employees or retirees of Procter & Gamble will not be charged any
Administrative Fees. All participants will be charged brokerage charges on
sales and purchases and other costs of purchase, none of which will be
retained by the Company. Current brokerage charges on sales and purchases
and other costs of purchase are approximately $.04 per share, but are
subject to change at any time without prior notice. Because purchases and
sales for all Program participants are consolidated, your proportional
share of brokerage charges and other costs of purchase should be lower than
the costs you would normally pay for individual purchases outside the
Program.
RECORDS
The Company will send you a detailed statement for each month in which
your Program account has activity. This statement will describe all
transactions for the calendar year-to-date. Participants who are employees
of Procter & Gamble whose only transactions are payroll deductions will
receive statements only once per quarter. Confirmation of payroll
deductions for those employees who have selected this feature will be
provided on the employee's pay check stub. At a participant's request, the
Company will provide replacement statements. The cost of a replacement
statement for participants who are not employees or retirees of Procter &
Gamble is $5.00 per request. A first-party check or money order must be
made payable to The Procter & Gamble Shareholder Investment Program and
must accompany the written request.
You will also receive copies of the communications sent to all other
holders of record of Common Stock. All notices, statements and reports
will be sent to your last known address. Many States have enacted
abandoned property laws which may require the Company, the Custodian or the
Agent to remit to the State all stock and dividends held in those Program
accounts for which the owner cannot be located. Accordingly, you should
promptly notify the Shareholder Services Department of the Company of any
change of address.
SHARE CERTIFICATES AND SHARE SAFEKEEPING
All shares purchased for your Program account are held by the
Custodian, an affiliate of the Custodian or a nominee of the custodian or
its affiliate. At the time of enrollment in the Program, or at any later
time, you may deposit any of your Common Stock certificates with the
Company. Shares
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of Common Stock represented by surrendered certificates will be transferred
into the name of the Custodian, an affiliate of the Custodian or a nominee
of the Custodian or its affiliate and credited to your Program account.
Thereafter, such shares will be treated in the same manner as shares
purchased through the Program.
By using the Program's share safekeeping service, you no longer bear
the risk associated with loss, theft or destruction of stock certificates.
Also, because shares deposited are treated in the same manner as shares
purchased through the Program, they may be transferred or sold through the
Program. For tax purposes, it is important that you keep records of the
original purchase price of these shares for subsequent gain or loss
calculations.
If you wish to deposit Common Stock certificates with the Company, you
must complete and return to the Company's Shareholder Services Department,
by registered mail, return receipt requested, the Common Stock certificates
to be deposited, along with a properly completed Share Safekeeping Form or
a letter of instructions. The certificates should not be endorsed.
Shares held in Program accounts may not be pledged. Any shares of
Common Stock you wish to pledge must be converted to certificated shares.
If you make a written request to the Company, certificates for some or all
of the full shares credited to your account, including any shares deposited
under the share safekeeping feature, will be sent to you.
SALE OF SHARES
At any time, you may request that the Agent sell some or all of the
shares of Common Stock credited to your Program account by sending a Sale
Request Form to the Company's Shareholder Services Department. The minimum
sale is one Share of Common Stock, unless you are closing your account.
The Agent will sell the requested shares of Common Stock within the next
three business days after receipt of your instructions, unless such receipt
occurs during the two-day period prior to the dividend record date (the "ex-
dividend period") in which case the sale will occur as soon as practicable
after the ex-dividend period. Sales of your shares may be made on any
securities exchange on which Shares of Common Stock are traded, in the over-
the-counter market, or by negotiated transactions, and may be subject to
such terms of price, delivery, etc., as the Agent may agree. You will
receive proceeds of sales of your shares of Common Stock based upon the
average price of all shares sold on the particular sale date, less any
brokerage charges, which are currently $.04 per share, administrative fees,
any other costs of sale, and any required federal tax withholding, if
applicable. Proceeds of the sales will be paid by check. A request to
sell all shares held in a Program account of a participant who is not an
employee using the payroll deduction feature will be treated as a request
from the participant to close his or her Program account.
CLOSING YOUR ACCOUNT
You may request that the Company close your Program account at any time
by giving written notice on a Withdrawal Form. If you are using the
payroll deduction feature, you must also notify your Payroll Department
prior to closing your account via an Application/Deduction Change Form. If
the request to close your account is received by the Company on or after
the record date for a dividend payment, the dividend will be included with
the sales check. Any optional cash payments which had been sent to the
Company prior to the request to withdraw from the Program will be invested
unless return of the optional cash payment is expressly requested in the
request for withdrawal and the request for withdrawal is received at least
48 hours prior to the completion of the next Investment Period.
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Upon withdrawal, you may receive a certificate for the number of full
shares of Common Stock credited to your Program account and a check for any
fractional share. Any fractional share will be aggregated with other
shares to be sold under the Program on a particular day. The price you
will receive for any fractional share will be calculated pursuant to the
procedures outlined under the heading "SALE OF SHARES." If you prefer, all
shares held for you will be sold and you will receive a check for the net
proceeds pursuant to the procedures outlined under "SALE OF SHARES." If
your request to close your Program account does not contain instructions
regarding the disposition of your shares, all your shares will be sold.
After your Program account has been closed, if you wish to re-enroll,
you must satisfy all enrollment and eligibility procedures as discussed
under the headings "ELIGIBILITY" and "HOW TO ENROLL."
TERMINATION
The Company reserves the right to terminate your participation in the
Program if your Program account balance falls below one whole share of
Common Stock for a period of six months or more. If the Company terminates
your participation for this reason, you will receive a check for your
fractional share in the same manner as if you had chosen to close your
account in the Program. After your participation in the Program has
terminated, no further investments may be made without re-enrolling in the
Program pursuant to the procedures outlined under the headings
"ELIGIBILITY" and "HOW TO ENROLL."
The Company reserves the right to amend or terminate the Program at any
time and, upon any termination, to take appropriate action required to
cause a distribution to you of all whole shares, the cash value of any
fractional share, and any cash held in your account.
TAX INFORMATION
Although your dividends will be reinvested, they are subject to income
tax as if they were paid to you in cash. You may also be subject to income
tax on gains resulting from sales of your shares. You should consult with
your own tax adviser concerning your personal tax situation.
In addition to your periodic statements, you will also receive after
the end of each calendar year a statement summarizing all the transactions
in your account for that year. You should retain this statement for income
tax purposes. Further, after the end of each calendar year you will be
sent an Information Return summarizing dividends paid (i.e. a 1099-DIV or
1042S) to you during the prior year and an Information Return summarizing
gross sales transactions (i.e. 1099-B) during the prior year, if any. The
Program must provide copies of these Information Returns to the U. S.
Internal Revenue Service.
Although the Company makes efforts to assist Program participants by
providing periodic statements and other reports, Program participants have
the ultimate responsibility for maintaining their own records for tax and
other purposes.
VOTING
You will be given the opportunity to vote the total number of shares
held in your Program account as of the record date for any shareholder
vote.
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STOCK DIVIDENDS AND SPLITS
Appropriate adjustments in the number of shares of Common Stock
registered under the Program will be made to give effect to any stock
splits, stock dividends or similar changes in the Common Stock occurring
after June 28, 1995. Any stock dividends or split shares distributed by
the Company on shares of its Common Stock held by the Custodian, an
affiliate of the Custodian or a nominee of the Custodian or its affiliate
for you will be credited to your account. In the event the Company makes
available to its holders of Common Stock rights to purchase additional
shares, debentures, or other securities, the Agent will sell rights
accruing to shares held by the Custodian, an affiliate of the Custodian or
a nominee of the Custodian or its affiliate for participants and invest the
resulting funds in additional shares of Common Stock for the account of
each participant during the next Investment Period following receipt of
such funds. Accordingly, if you wish to exercise any such rights, you
should request the Company to issue certificates for shares held in your
account to receive such rights directly.
LIABILITY
Neither the Company, the Custodian, nor the Agent shall be liable under
the Program for any act done in good faith or any good faith omission to
act including, without limitation, any claims for liability (1) arising out
of failure to terminate the participant's participation in the Program upon
the participant's death; (2) with respect to the prices at which shares are
purchased or sold for a participant's account and the times at which
purchases or sales are made; and (3) in connection with the value of shares
after their purchase by the Agent.
THE PROGRAM DOES NOT REPRESENT A CHANGE IN THE DIVIDEND POLICY OF THE
COMPANY, WHICH WILL CONTINUE TO DEPEND ON EARNINGS, FINANCIAL REQUIREMENTS
AND OTHER FACTORS. SHAREHOLDERS WHO DO NOT WISH TO PARTICIPATE IN THE
PROGRAM WILL CONTINUE TO RECEIVE CASH DIVIDENDS, AS DECLARED, BY CHECK, IN
THE USUAL MANNER.
THE COMPANY CANNOT ASSURE YOU OF A PROFIT OR PROTECT YOU AGAINST A LOSS
ON SHARES OF COMMON STOCK PURCHASED UNDER THE PROGRAM.
GOVERNING LAW
The terms and conditions of the Program and its operation shall be
governed by the laws of the State of Ohio without regard to the choice of
law provisions of the State of Ohio, whether common law or statutory.
CORRESPONDENCE
All inquiries regarding the Shareholder Investment Program should be
addressed to:
(For U.S. Mail)
The Procter & Gamble Company
Shareholder Services Department
Shareholder Investment Program
P. O. Box 5572
Cincinnati, OH 45201-5572
10
(For Delivery Services)
The Procter & Gamble Company
Shareholder Services Department
One Procter & Gamble Plaza
Cincinnati, OH 45202
Phone: (800) 742-6253 (within U.S. only) or (513) 983-5688
DESCRIPTION OF CAPITAL STOCK
The Company's Amended Articles of Incorporation authorize the issuance
of 2,000,000,000 shares of Common Stock, 600,000,000 shares of Class A
Preferred Stock and 200,000,000 shares of Class B Preferred Stock all of
which are without par value. The holders of Common Stock and Class A
Preferred Stock are entitled to one non-cumulative vote per share on each
matter submitted to a vote of shareholders. The holders of Class B
Preferred Stock are not entitled to vote other than as provided by law.
The holders of Class A Preferred Stock and Class B Preferred Stock have
the right to receive dividends prior to the payment of dividends on the
Common Stock. The Board of Directors of the Company (the "Board"), which
is divided into three classes, has the power to determine certain terms
relative to any Class A Preferred Stock and Class B Preferred Stock to be
issued, such as the power to establish different series and to set dividend
rates, the dates of payment of dividends, the cumulative dividend rights
and dates, redemption rights and prices, sinking fund requirements,
restrictions on the issuance of such shares or any series thereof,
liquidation price and conversion rights. Also, the Board may fix such
other express terms as may be permitted or required by law. In the event
of any liquidation, dissolution or winding up, the holders of the Common
Stock are entitled to receive as a class, pro rata, the residue of the
assets after payment of the liquidation price to the holders of Class A
Preferred Stock and Class B Preferred Stock.
The Board has determined the terms of shares of Class A Preferred Stock
issued as Series A ESOP Convertible Class A Preferred Stock, which can only
be held by an employee stock ownership plan or other benefit plan of the
Company. Upon transfer of Series A ESOP Convertible Stock to any other
person, such transferred shares shall be automatically converted into
shares of Common Stock. Each share of Series A ESOP Convertible Class A
Preferred Stock has a cumulative dividend of $2.03 per year and a
liquidation price of $27.50 per share (as adjusted for the stock splits on
October 20, 1989 and May 15, 1992), is redeemable by the Company or the
holder, is convertible at the option of the holder into one share of the
Company's Common Stock and has certain anti-dilution protections associated
with the conversion rights. Appropriate adjustments to dividends and
liquidation price will be made to give effect to any stock splits, stock
dividends or similar changes to the Series A ESOP Convertible Class A
Preferred Stock.
The Board has also determined the terms of shares of Class A Preferred
Stock issued as Series B ESOP Convertible Class A Preferred Stock. Each
share of Series B ESOP Convertible Class A Preferred Stock has a cumulative
dividend of $4.12 per year and a liquidation price of $52.24 per share, (as
adjusted for the stock split on May 15, 1992) is redeemable by the Company
or the holder under certain circumstances, is convertible at the option of
the holder into one share of the Company's Common Stock and has certain
anti-dilution protections associated with the conversion rights.
11
Appropriate adjustments to dividends and liquidation price will be made
to give effect to any stock splits, stock dividends or similar changes to
the Series B ESOP Convertible Class A Preferred Stock.
No shares of Class B Preferred Stock are currently issued.
All of the issued shares of Common Stock of the Company are fully paid
and non-assessable. Common Stock does not have any conversion rights and
is not subject to any redemption provisions. No holder of shares of any
class of Capital Stock has or shall have any right, pre-emptive or other,
to subscribe for or to purchase from the Company any of the shares of any
class of the Company hereafter issued or sold. No shares of any class of
Capital Stock are subject to any sinking fund provisions or to calls,
assessments by, or liabilities of the Company.
The Amended Articles of Incorporation provide that action submitted to
shareholders may be taken if approved by a majority of shares entitled to
vote thereon, except that certain transactions require the affirmative vote
of holders of at least 80% of the outstanding shares of stock entitled to
vote thereon, considered for this purpose to be voting as one class. Such
transactions include certain repurchases of the Company's shares from,
mergers or consolidations with, sales, leases, exchanges, transfers or
other dispositions by the Company of substantial assets to or with, the
purchase by the Company of assets or securities having an aggregate fair
market value of less than $50,000,000 from, the issuance or transfer of any
of the Company's securities to, the adoption of any plan for dissolution,
liquidation, spin-off, split-up of the Company or recapitalization or
reclassification of any securities of the Company, proposed by or on behalf
of, and other material transactions with a person (except one of the
Company's employee benefit plans) who owns more than 5% of the Company's
outstanding shares of stock entitled to vote generally in the election of
Directors. Amendments to the Amended Articles of Incorporation which
change the super majority voting provisions must also be approved by 80% of
the outstanding shares entitled to vote thereon. The super majority voting
provisions remain in effect until the date of the annual shareholders
meeting in the year 2000.
LEGAL OPINION
The legality of the shares of Common Stock offered hereby has been
passed upon for the Company by Chris B. Walther, Esq., Counsel, The Procter
& Gamble Company. Mr. Walther is a contingent owner of shares of Common
Stock and may be a participant in the Program.
EXPERTS
The consolidated financial statements and financial statement schedules
of the Company and its subsidiaries incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their reports
which are incorporated herein by reference, and have been so incorporated
in reliance upon such reports given upon the authority of that firm as
experts in auditing and accounting.
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NO PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED OR INCORPORATED BY 12,326,167 SHARES OF COMMON
REFERENCE IN THIS PROSPECTUS AND STOCK (WITHOUT PAR VALUE) OF
IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE THE PROCTER & GAMBLE COMPANY
RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES TO PARTICIPANTS IN THE
NOT CONSTITUTE AN OFFER TO SELL PROCTER & GAMBLE
OR THE SOLICITATION OF AN OFFER TO SHAREHOLDER INVESTMENT
BUY ANY SECURITIES OTHER THAN THE PROGRAM
SECURITIES DESCRIBED IN THIS
PROSPECTUS, OR AN OFFER TO SELL
OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN
ANY CIRCUMSTANCES IN WHICH SUCH
OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION
CONTAINED OR INCORPORATED BY
REFERENCE HEREIN OR THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
PROSPECTUS
PAGE
____
Available Information . . . . . . . 2 PROCTER & GAMBLE LOGO
Incorporation of Certain
Information by Reference . . . . . 2
The Company . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . 3
Terms and Conditions of the
Shareholder Investment Program . . 3
Overview . . . . . . . . . . . . 3
Eligibility . . . . . . . . . . 3
How to Enroll . . . . . . . . . 4
How the Program Works . . . . . 5
Optional Cash Payments . . . . . 5
Dividend Reinvestment . . . . . 6
Investment Periods . . . . . . . 6
Purchase and Price of Shares . . 6
Cost of the Program . . . . . . 7
Records . . . . . . . . . . . . 7
Share Certificates and Share
Safekeeping . . . . . . . . . 7
Sale of Shares . . . . . . . . . 8
Closing Your Account . . . . . . 8
Termination . . . . . . . . . . 9
Tax Information . . . . . . . . 9
Voting . . . . . . . . . . . . . 9
Stock Dividends and Splits . . 10
Liability . . . . . . . . . . 10
Governing Law . . . . . . . . 10
Correspondence . . . . . . . . 10
Description of Capital Stock . . . 11
Legal Opinion . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . 12
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