-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RwPGusweMWkqZf1vdOxKI4AMGkOIntGNTD1blhmTTtKwo0PdKGCeD2TrC+Nvj87K YWJGoHca+CpK42R8LdVedA== 0000862335-96-000004.txt : 19960216 0000862335-96-000004.hdr.sgml : 19960216 ACCESSION NUMBER: 0000862335-96-000004 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960214 SROS: CSE SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROCTER & GAMBLE CO CENTRAL INDEX KEY: 0000080424 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 310411980 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12054 FILM NUMBER: 96518314 BUSINESS ADDRESS: STREET 1: ONE PROCTER & GAMBLE PLZ CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5139831100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROCTER & GAMBLE EMPLOYEE STOCK OWNERSHIP TRUST OF THE PROFI CENTRAL INDEX KEY: 0000862335 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 311261745 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TWO PROCTER & GAMBLE PLAZA CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5139831100 MAIL ADDRESS: STREET 1: TWO PROCTOR & GAMBLE PLAZA CITY: CINCINNATI STATE: OH ZIP: 45202 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) The Procter & Gamble Company (Name of Issuer) The Procter & Gamble Company Common Stock (Title of Class of Securities) 742718 10 9 (CUSIP Number) CUSIP No. 742718 10 9 - ---------------------------------------------------------------------------- 1) Names of Reporting Persons; S.S. or I.R.S. Identification Nos. of Above Persons The Trustees of The Employee Stock Ownership Trust of The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan (the "Trust"); I.R.S. Identification Number 31-1261745 - ---------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group: (a) Not Applicable (b) Not Applicable - ---------------------------------------------------------------------------- 3) SEC Use Only - ---------------------------------------------------------------------------- 4) Citizenship or Place of Organization: Two Procter & Gamble Plaza, Cincinnati, Ohio 45202 - ---------------------------------------------------------------------------- Number of (5) Sole Voting Power: 0 Shares Bene- ------------------------------------------------------------- ficially Owned by (6) Shared Voting Power: As of December 31, 1995, 32,781,901 Each Report- shares of Series A ESOP Convertible Class A Preferred ing Person Stock and 19,122,423 shares of Series B ESOP Convertible with: Class A Preferred Stock, both of which carry 1 vote per share and are convertible at any time into shares of The Procter & Gamble Company Common Stock. Under the terms of the Trust, Plan participants are entitled to instruct the Trustees on how to vote shares allocated to their accounts. ------------------------------------------------------------ (7) Sole Dispositive Power: As of December 31, 1995, 32,781,901 shares of Series A ESOP Convertible Class A Preferred Stock and 19,122,423 shares of Series B ESOP Convertible Class A Preferred Stock, both of which carry 1 vote per share and are convertible at any time into shares of The Procter & Gamble Company Common Stock. ------------------------------------------------------------ (8) Shared Dispositive Power: 0 ------------------------------------------------------------ 9) Aggregate Amount Beneficially Owned by Each Reporting Person: As of December 31, 1995, 32,781,901 shares of Series A ESOP Convertible Class A Preferred Stock and 19,122,423 shares of Series B ESOP Convertible Class A Preferred Stock, both of which carry 1 vote per share and are convertible at any time into shares of The Procter & Gamble Company Common Stock. - ---------------------------------------------------------------------------- 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares: Not Applicable - ---------------------------------------------------------------------------- 11) Percent of Class Represented by Amount in Row 9: 7% of class outstanding at December 31, 1995. - ---------------------------------------------------------------------------- 12) Type of Reporting Person: EP - ---------------------------------------------------------------------------- SCHEDULE 13G Item 1(a) - Name of Issuer: The Procter & Gamble Company Item 1(b) - Address of Issuer's Principal Executive Offices: One Procter & Gamble Plaza, Cincinnati, Ohio 45202 Item 2(a) - Name of Person Filing: The Trustees of the Employee Stock Ownership Trust of The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan Item 2(b) - Address of Principal Business Office: Two Procter & Gamble Plaza, Cincinnati, Ohio 45202 Item 2(c) - Citizenship: The Trust is organized under the laws of the United States; its offices are located in the State of Ohio. Item 2(d) - Title of Class of Securities: The Procter & Gamble Company Common Stock Item 2(e) - CUSIP Number: 742718 10 9 Item 3 - If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (f) x Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund Item 4 - Ownership: (a) Amount Beneficially Owned: As of December 31, 1995, 32,781,901 shares of the Series A ESOP Convertible Class A Preferred Stock and 19,122,423 shares of Series B ESOP Convertible Class A Preferred Stock, both of which carry 1 vote per share and are convertible at any time into shares of The Procter & Gamble Company Common Stock. (b) Percent of Class: 7% (Rounded to nearest tenth) (c) Number of shares as to which such person has: (i) Sole Power to Vote or to Direct the Vote: 0 (ii) Shared Power to Vote or to Direct the Vote: As of December 31, 1995, 32,781,901 shares of the Series A ESOP Convertible Class A Preferred Stock and 19,122,423 shares of Series B ESOP Convertible Class A Preferred Stock, both of which carry 1 vote per share and are convertible at any time into shares of The Procter & Gamble Company Common Stock. Under the terms of the Trust, Plan participants are entitled to instruct the Trustees on how to vote shares allocated to their accounts. (iii) Sole Power to Dispose or to Direct the Disposition of: As of December 31, 1995, 32,781,901 shares of the Series A ESOP Convertible Class A Preferred Stock and 19,122,423 shares of Series B ESOP Convertible Class A Preferred Stock both of which carry 1 vote per share and are convertible at any time into shares of The Procter & Gamble Company Common Stock. (iv) Shared Power to Dispose or to Direct the Disposition of: 0 Item 5 - Ownership of Five Percent or Less of a Class: Not Applicable Item 6 - Ownership of More than Five Percent on Behalf of Another Person: Not Applicable Item 7 - Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not Applicable Item 8 - Identification and Classification of Members of the Group: Not Applicable Item 9 - Notice of Dissolution of Group: Not Applicable Item 10 - Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. The filing of this statement shall not be construed as an admission that such person named in Item 2(a) is, for the purposes of Section 13(d), or 13(g) of the Securities Exchange Act or any other section of such Act, the beneficial owner of any securities covered by the statement. Dated: February 14, 1996 The Employee Stock Ownership Trust of The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan /S/GERALD V. DIRVIN - ----------------------------------- Gerald V. Dirvin, Trustee February 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----