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, 2002, 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: Procter & Gamble Limited Matched Savings Share
Purchase Plan, Cobalt 12, Silver Fox Way, Cobalt Business Park, Newcastle
upon Tyne, NE27 0QW, 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, 2002 AND 2001, STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS FOR THE YEARS ENDED JUNE 30, 2002,
2001 AND 2000, AND INDEPENDENT AUDITORS' REPORT
-----------------------------------------------------------
PROCTER & GAMBLE LIMITED
MATCHED SAVINGS SHARE PURCHASE PLAN
TABLE OF CONTENTS
--------------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
as of June 30, 2002 and 2001 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended June 30, 2002, 2001 and 2000 3
Notes to Financial Statements for the Years Ended
June 30, 2002, 2001 and 2000 4
PROCTER & GAMBLE LIMITED
MATCHED SAVINGS SHARE PURCHASE PLAN
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, 2002 and 2001, and the related statements of changes in net
assets available for benefits for each of the three years in the period ended
June 30, 2002. 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, 2002
and 2001, and the changes in net assets available for benefits for each of the
three years in the period ended June 30, 2002, in conformity with accounting
principles generally accepted in the United States of America.
DELOITTE & TOUCHE
Newcastle upon Tyne, United Kingdom
30 September, 2002
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 30, 2002 AND 2001
------------------------------------------------------------------------------------------------------
2002 2001
(pound) (pound)
ASSETS:
Investment in the Procter & Gamble Company stock, at fair value 56,209,672 42,358,636
Investment in the J.M. Smucker Company stock, at fair value 430,146 -
Cash at bank and in hand 1,427,594 602,578
Investment income receivable - 21,913
-----------------------------
Total assets 58,067,412 42,983,127
-----------------------------
LIABILITIES:
Accrued administrative expenses (25,229) (55,415)
Distributions payable (63,730) (52,759)
Contributions received in advance (1,338,635) (516,317)
-----------------------------
Total liabilities (1,427,594) (624,491)
-----------------------------
NET ASSETS AVAILABLE FOR BENEFITS 56,639,818 42,358,636
==============================
See notes to financial statements.
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED JUNE 30, 2002, 2001 AND 2000
----------------------------------------------------------------------------------------------------------------------------
2002 2001 2000
(pound) (pound) (pound)
ADDITIONS (LOSSES):
Investment income:
Net appreciation (depreciation) in fair value of
Company Stock 12,598,134 6,407,100 (15,383,254)
Interest income - 10,781 11,132
-------------------------------------------------
Total investment income (loss) 12,598,134 6,417,881 (15,372,122)
-------------------------------------------------
Contributions from Procter & Gamble companies 3,082,702 3,087,664 3,028,880
Contributions from participants 3,082,702 3,087,664 3,028,880
-------------------------------------------------
Total contributions 6,165,404 6,175,328 6,057,760
-------------------------------------------------
Other income - 1,759 3,694
Procter & Gamble Company dividends received 850,240 - -
The J.M.Smucker Company common stock received 437,419 - -
Income from Procter & Gamble Limited 21,583 11,781 15,351
-------------------------------------------------
Total additions (losses) 20,072,780 12,606,749 (9,295,317)
-------------------------------------------------
DEDUCTIONS:
Distributions and withdrawals to participants (5,770,015) (1,903,720) (3,172,050)
Administrative expenses (21,583) (22,562) (22,824)
-------------------------------------------------
Total deductions (5,791,598) (1,926,282) (3,194,874)
-------------------------------------------------
NET INCREASE (DECREASE) 14,281,182 10,680,467 (12,490,191)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 42,358,636 31,678,169 44,168,360
-------------------------------------------------
End of year 56,639,818 42,358,636 31,678,169
=================================================
See notes to financial statements.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2002, 2001 AND 2000
--------------------------------------------------------------------------------
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)8.33. The
participating Procter & Gamble companies (see note 7) 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 Capita 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 Limited Matched Savings Share
Purchase Plan) can no longer be operated subsequent to October 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
and expenses are paid by the participating Procter & Gamble companies (see
note 7).
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.
The plan invests in The Procter & Gamble Company common stock. Investment
securities, in general, are exposed to various risks, such as interest
rate, credit and overall market volatility. Due to the level of risk
associated with certain investment securities, it is reasonably possible
that changes in values of investment securities will occur in the near
term and that such changes could materially affect the amounts reported in
the statements of net assets available for plan benefits.
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
THE J.M. SMUCKER COMPANY COMMON STOCK - In May of 2002, the Jif peanut
butter and Crisco shortening brands were spun-off to the Company's
shareholders and subsequently merged into The J.M. Smucker Company
("Smucker"). As a result of the spin-off, participants holding common
stock received one share of Smucker stock for each fifty shares of Company
common stock. The cost basis of the Company common stock prior to the
Smuckers spin-off was allocated between the Company common stock held and
the Smucker common stock received. Participants have the option of selling
the Smucker common stock but are not permitted to purchase additional
shares of Smucker common stock.
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, 2002 and 2001 and no provision for income taxes has been
reflected in the accompanying financial statements.
4. DISTRIBUTIONS PAYABLE
Distributions payable to participants at June 30, 2002 and 2001, are
approximately (pound)63,730 and (pound)47,080, respectively.
5. COMPANY STOCK
At June 30, 2002 and 2001, 959,467 and 933,749 shares, respectively, of
Procter & Gamble Company stock were held by the Plan. The cost of this
stock at June 30, 2002 and 2001, was (pound)29,889,650 and
(pound)29,057,426, respectively.
At June 30, 2002 and 2001, 19,211 and nil shares, respectively, of Smucker
common stock were held by the Plan. The cost of this stock at June 30,
2002 and 2001, was (pound)413,405 and (pound)nil, respectively.
6. ACCRUED ADMINISTRATIVE EXPENSES
Included within accrued administrative expenses are amounts owed to
participating Procter & Gamble companies of(pound)10,568 (2001:
(pound)30,531), amounts due to members of(pound)nil (2001:(pound)10,223)
and amounts due to Procter & Gamble Share Investment Scheme
of(pound)14,661 (2001:(pound)14,661).
7. PARTICIPATING PROCTER & GAMBLE COMPANIES
The participating Procter & Gamble companies are as follows:
Procter & Gamble UK
Procter & Gamble Limited
Procter & Gamble Pharmaceuticals UK Limited
Procter & Gamble Product Supply (UK) Limited
Procter & Gamble Technical Centres Limited
Procter & Gamble (L&CP) Limited
Procter & Gamble (Health & Beauty Care) Limited
8. CLASS ACTION LAWSUIT
During March of 2000, a class action lawsuit was filed against The Procter
& Gamble Company by shareholders of common stock. The class was certified
on October 29, 2001 by the United States District Court for the Southern
District of Ohio, Western Division (the "Court"), and a settlement of
$49,000,000 has been approved. The Plan joined the class of plaintiffs
during March of 2002. Once the allocation of the settlement is determined
and approved by the Court, the plan will receive its portion of the
settlement to allocate to participant accounts.
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 October 3, 2002.
PROCTER & GAMBLE LIMITED MATCHED SAVINGS SHARE PURCHASE PLAN
By: /S/MR. D. J. HAMMOND
---------------------
[Mr. D. J. Hammond]
Trustee/Chairman, Procter & Gamble Limited
Matched Savings Share Purchase Plan
By: /S/MS. L. ULANOWSKI
---------------------
[Ms. L. Ulanowski]
Trustee, Procter & Gamble Limited
Matched Savings Share Purchase Plan
By: /S/MR. T. CORPS
---------------------
[Mr. T. Corps]
Trustee, Procter & Gamble Limited
Matched Savings Share Purchase Plan
By: /S/MS. C. SIMMEN
---------------------
[Ms. C. Simmen]
Trustee, Procter & Gamble Limited
Matched Savings Share Purchase Plan
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche