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, 2001, 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, 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, 2001 and 2000,
Statements of Changes in Net Assets Available for Benefits
for the Years Ended June 30, 2001, 2000 and 1999,
and Independent Auditors' Report
PROCTER & GAMBLE LIMITED
MATCHED SAVINGS SHARE PURCHASE PLAN
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TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as
of June 30, 2001 and 2000 2
Statements of Changes in Net Assets Available for Benefits for
the Years Ended June 30, 2001, 2000 and 1999 3
Notes to Financial Statements for the Years Ended
June 30, 2001, 2000 and 1999 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, 2001 and 2000, and the related statements of changes in net
assets available for benefits for each of the three years in the period ended
June 30, 2001. 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, 2001
and 2000, and the changes in net assets available for benefits for each of the
three years in the period ended June 30, 2001, in conformity with accounting
principles generally accepted in the United States of America.
DELOITTE & TOUCHE
Newcastle upon Tyne, United Kingdom
28 September, 2001
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 30, 2001 AND 2000
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2001 2000
(pounds) (pounds)
ASSETS:
Investment in the Company Stock, at fair value 42,358,636 31,678,169
Cash at bank and in hand 602,578 534,013
Investment income receivable 21,913 11,132
---------- ----------
Total assets 42,983,127 32,223,314
---------- ----------
LIABILITIES:
Accrued administrative expenses (55,415) (12,935)
Distributions payable (52,759) (28,602)
Contributions received in advance (516,317) (503,608)
---------- ----------
Total liabilities (624,491) (545,145)
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS 42,358,636 31,678,169
========== ==========
See notes to financial statements.
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED JUNE 30, 2001, 2000 AND 1999
--------------------------------------------------------------------------------
2001 2000 1999
(pounds) (pounds) (pounds)
ADDITIONS (LOSSES):
Investment income:
Net appreciation (depreciation) in fair value of
Company Stock 6,407,100 (15,383,254) 1,759,579
Interest income 10,781 11,132 7,771
---------- ---------- ----------
Total investment income (loss) 6,417,881 (15,372,122) 1,767,350
---------- ---------- ----------
Contributions from Procter & Gamble companies 3,087,664 3,028,880 2,844,334
Contributions from participants 3,087,664 3,028,880 2,844,334
---------- ---------- ----------
Total contributions 6,175,328 6,057,760 5,688,668
---------- ---------- ----------
Other income 1,759 3,694 8,732
Income from Procter & Gamble Limited 11,781 15,351 12,970
---------- ---------- ----------
Total additions (losses) 12,606,749 (9,295,317) 7,477,720
---------- ---------- ----------
DEDUCTIONS:
Distributions and withdrawals to participants (1,903,720) (3,172,050) (2,241,943)
Administrative expenses (22,562) (22,824) (24,980)
---------- ---------- ----------
Total deductions (1,926,282) (3,194,874) (2,266,923)
---------- ---------- ----------
NET INCREASE (DECREASE) 10,680,467 (12,490,191) 5,210,797
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 31,678,169 44,168,360 38,957,563
---------- ---------- ----------
End of year 42,358,636 31,678,169 44,168,360
========== ========== ==========
See notes to financial statements.
PROCTER & GAMBLE LIMITED
MATCHED SAVINGS SHARE PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2001, 2000 AND 1999
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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)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 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 subsequent to 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 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.
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, 2001 and 2000 and no provision for income taxes has been
reflected in the accompanying financial statements.
4. DISTRIBUTIONS PAYABLE
Distributions payable to participants at June 30, 2001 and 2000, are
approximately (pound)47,080 and (pound)28,602, respectively.
5. COMPANY STOCK
At June 30, 2001 and 2000, 933,749 and 837,687 shares, respectively, of
Company Stock were held by the Plan.
The cost of this stock at June 30, 2001 and 2000, was (pound)29,057,426
and (pound)24,784,058, respectively.
6. ACCRUED ADMINISTRATIVE EXPENSES
Included within accrued administrative expenses are amounts owed to
participating Procter & Gamble companies of (pound)30,531 (2000:
(pound)Nil), amounts due to members of (pound)10,223 (2000: (pound)2,615)
and amounts due to Procter & Gamble Share Investment Scheme of
(pound)14,661 (2000: (pound)10,320).
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 (Hair & Beauty Care) 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 21, 2001.
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
By: /S/MS. C. SIMMEN
---------------------
[Ms C Simmen]
Trustee, The Procter & Gamble UK Matched
Savings Share Purchase Plan
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche