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THE PROCTER & GAMBLE COMPANY
AND SUBSIDIARIES
============================
ANNUAL REPORT ON FORM 10-K
TO THE
SECURITIES AND EXCHANGE COMMISSION
FOR THE
YEAR ENDED JUNE 30, 2000
**********************************
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
-------------------------------------------------
ANNUAL REPORT ON FORM 10-K PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2000 Commission File No. 1-434
--------------------------------------------------
THE PROCTER & GAMBLE COMPANY
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
Telephone (513) 983-1100
IRS Employer Identification No. 31-0411980
State of Incorporation: Ohio
---------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each Exchange on which registered
- ------------------------------- ----------------------------------------------
Common Stock, without Par Value New York, Cincinnati, Amsterdam, Paris, Basle,
Geneva, Lausanne, Zurich, Frankfurt, Brussels,
Tokyo
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. -----
There were 1,306,135,586 shares of Common Stock outstanding as of July 31, 2000.
The aggregate market value of the voting stock held by non-affiliates amounted
to $74 billion on July 31, 2000.
Documents Incorporated By Reference
-----------------------------------
Portions of the Annual Report to Shareholders for the fiscal year ended June 30,
2000 are incorporated by reference into Part I, Part II and Part IV of this
report.
Portions of the Proxy Statement for the 2000 Annual Meeting of Shareholders are
incorporated by reference into Part III of this report.
PART I
Item 1. Business.
---------
General Development of Business
-------------------------------
The Procter & Gamble Company was incorporated in Ohio in 1905, having
been built from a business founded in 1837 by William Procter and James Gamble.
Today, the Company manufactures and markets a broad range of consumer products
in many countries throughout the world.
Unless the context indicates otherwise, the term the "Company" as used
herein refers to The Procter & Gamble Company (the registrant) and its
subsidiaries.
Additional information required by this item is incorporated herein by
reference to the Letter to Shareholders, which appears on pages 1-4 of the
Annual Report to Shareholders for the fiscal year ended June 30, 2000.
Financial Information About Industry Segments
---------------------------------------------
The Company's products fall into five business segments: fabric and
home care, paper, beauty care, health care, and food and beverage.
Additional information required by this item is incorporated herein by
reference to Note 12, Segment Information, of the Notes to the Consolidated
Financial Statements, which appears on page 38, and Financial Review, which
appears on pages 13-23 of the Annual Report to Shareholders for the fiscal year
ended June 30, 2000.
Narrative Description of Business
---------------------------------
The Company's business, represented by the aggregate of its fabric and
home care, paper, beauty care, health care, and food and beverage segments, is
essentially homogeneous. Many of the factors necessary for an understanding of
these five segments are essentially identical. The markets in which the
Company's products are sold are highly competitive. The products of the
Company's business segments compete with many large and small companies, and
there is no dominant competitor or competitors. Advertising is used in
conjunction with an extensive sales force because the Company believes this
combination provides the most efficient method of marketing these types of
products. Product quality, performance, value and packaging are also important
competitive factors. Most of the Company's products in each of its segments are
distributed through food, drug, mass and other retail outlets.
The laundry and diaper categories constitute approximately 20% and 12%
of consolidated fiscal 2000 sales, respectively. These categories declined
slightly as percentages of consolidated sales versus the prior year, but are
comparable to the year before. The creation of new products and the development
of new performance benefits for consumers on the Company's existing products are
vital ingredients in its continuing progress in the highly competitive markets
in which it does business. Basic research and product development activities
continued to carry a high priority during the past fiscal year. While many of
the benefits from these efforts will not be realized until future years, the
Company believes these activities demonstrate its commitment to future growth.
The Company has registered trademarks and owns or has licenses under
patents which are used in connection with its business in all segments. Some of
these patents or licenses cover significant product formulation and processing
of the Company's products. The trademarks of all major products in each segment
are registered. In part, the Company's success can be attributed to the
existence of these trademarks, patents and licenses.
Most of the raw materials used by the Company are purchased from
others. Additionally, some raw materials, primarily chemicals, are produced by
the Company for further use in the manufacturing process. The Company purchases
and produces a substantial variety of raw materials, no one of which is material
to the Company's business taken as a whole.
Expenditures in fiscal year 2000 for compliance with Federal, State and
local environmental laws and regulations were not materially different from such
expenditures in the prior year, and no material increase is expected in fiscal
year 2001.
Operations outside the United States are generally characterized by the
same conditions discussed in the description of the business above and may also
be affected by additional elements including changing currency values and
different rates of inflation and economic growth
The Company has approximately 110,000 employees.
Additional information required by this item is incorporated herein by
reference to Note 8, Employee Stock Ownership Plan, and Note 9, Postretirement
Benefits, which appear on pages 35-37; Note 12, Segment Information, which
appears on page 38; Financial Highlights, which appears on page 39; and
Financial Review, which appears on pages 13-23 of the Annual Report to
Shareholders for the fiscal year ended June 30, 2000.
Financial Information About Foreign and Domestic Operations
-----------------------------------------------------------
The information required by this item is incorporated herein by
reference to Note 12, Segment Information, which appears on page 38, and
Financial Review, which appears on pages 13-23 of the Annual Report to
Shareholders for the fiscal year ended June 30, 2000. Company sales by geography
for the fiscal year ended June 30, 2000 were as follows: North America - 54%;
Europe, Middle East and Africa - 28%; Asia - 11% and Latin America - 7%. The
North American percentage increased slightly versus prior years primarily due to
the acquisition of Iams.
Assets and net sales in the United States and internationally were as follows
(in millions):
Net Sales (for the year ended June 30) Assets (as of June 30)
-------------------------------------- -------------------------------------
2000 1999 1998 2000 1999 1998
------- ------- ------- ------- ------- -------
United States $20,038 $18,314 $17,848 $17,227 $15,142 $15,159
International 19,913 19,811 19,306 16,967 16,971 15,807
Item 2. Properties.
----------
In the United States, the Company owns and operates manufacturing
facilities at 41 locations in 23 states. In addition, it owns and operates 93
manufacturing facilities in 45 other countries. Fabric and home care products
are produced at 47 of these locations; paper products at 48; health care
products at 26; beauty care products at 34; and food and beverage products at
15. Management believes that the Company's production facilities are adequate to
support the business efficiently and that the properties and equipment have been
well maintained.
Item 3. Legal Proceedings.
-----------------
The Company is involved in clean-up efforts at off-site Superfund
locations, many of which are in the preliminary stages of investigation. The
amount accrued at the end of June 30, 2000 representing the Company's probable
future costs that can be reasonably estimated was $7 million.
The Company is the subject of a lawsuit alleging damages under the U.S.
Securities laws relating to our March 7, 2000 and June 8, 2000 earnings
releases. While the effect of future results of these suits is not currently
subject to reasonable estimation, management presently believes that the
ultimate liability arising from such claims will not materially affect the
Company's financial condition.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
Not applicable.
Executive Officers of the Registrant
------------------------------------
The names, ages and positions held by the executive officers of the
Company on July 31, 2000 are:
Elected
to
Officer
Name Position Age Position
- --------------------- ---------------------------------- --- --------
John E. Pepper Chairman of the Board. 61 1978
Director since June 12, 1984
Alan G. Lafley President and Chief Executive. 53 1992
Director since June 8, 2000
Richard L. Antoine Global Human Resources & Product 54 1998
Supply Officer
Wolfgang C. Berndt President - Global Fabric & Home 57 1984
Care
Gordon F. Brunner Former Chief Technology Officer 61 1985
(External Technical Ventures).
Director since March 1, 1991
Bruce L. Byrnes President - Global Beauty Care 52 1991
and Global Health Care
R. Kerry Clark President - Global Market 48 1995
Development Organization
G. Gilbert Cloyd Chief Technology Officer 54 2000
Clayton C. Daley, Jr. Chief Financial Officer 48 1998
Stephen N. David Chief Information Officer and 51 1998
Business-to-Business Officer
James J. Johnson Chief Legal Officer 53 1991
Mark D. Ketchum President - Global Baby Care 50 1996
and Feminine Care
Gary T. Martin President - Global Tissues & Towel 55 1990
Jorge P. Montoya President - Global Food & Beverage 54 1991
and Latin America
David R. Walker Vice President and Comptroller 45 1997
All of the above named Executive Officers, except James J. Johnson and David R.
Walker, are members of the Global Leadership Council of The Procter & Gamble
Company. All of the Executive Officers named above have been employed by the
Company for more than five years.
PART II
Item 5. Market for the Common Stock and Related Stockholder Matters
-----------------------------------------------------------
The information required by this item is incorporated by reference to
Shareholder Information, which appears on the inside back cover of the Annual
Report to Shareholders for the fiscal year ended June 30, 2000.
Item 6. Selected Financial Data
-----------------------
The information required by this item is incorporated by reference to
Financial Highlights, which appears on page 39 of the Annual Report to
Shareholders for the fiscal year ended June 30, 2000.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
-----------------------------------------------------------------------
The information required by this item is incorporated by reference to
Financial Review, which appears on pages 13-23; Note 2, Organization 2005, which
appears on pages 30-31; Note 11, Commitments and Contingencies, which appears on
page 37; and Note 12, Segment Information, which appears on page 38 of the
Annual Report to Shareholders for the fiscal year ended June 30, 2000.
The Company has made and will make certain forward-looking statements
in the Annual Report to Shareholders for the fiscal year ended June 30, 2000 and
in other contexts relating to volume growth, increases in market shares,
Organization 2005, financial goals and cost reduction, among others.
These forward-looking statements are based on assumptions and estimates
regarding competitive activity, pricing, product introductions, economic
conditions, technological innovation, currency movements, governmental action
and the development of certain markets. Among the key factors necessary to
achieve the Company's goals are: (1) the successful implementation of
Organization 2005, including the achievement of expected cost and tax savings
and successful management of organizational and work process restructuring; (2)
the ability to achieve business plans, including volume growth and pricing
plans, despite high levels of competitive activity; (3) the ability to maintain
key customer relationships; (4) the achievement of growth in significant
developing markets such as China, Mexico, the Southern Cone of Latin America and
the countries of Central and Eastern Europe; (5) the ability to successfully
manage regulatory, tax and legal matters, including resolution of pending
matters within current estimates; (6) the successful execution of planned minor
brand divestitures; (7) the ability to successfully implement cost improvement
plans in manufacturing and overhead areas; and (8) the ability to successfully
manage currency, interest rate and certain commodity cost exposures. If the
Company's assumptions and estimates are incorrect or do not come to fruition, or
if the Company does not achieve all of these key factors, then the Company's
actual performance could vary materially from the forward-looking statements
made herein.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The information required by this item is incorporated by reference to
Financial Review, which appears on pages 13-23, and Note 6, Risk Management
Activities, which appears on pages 32-34 of the Annual Report to Shareholders
for the fiscal year ended June 30, 2000.
Item 8. Financial Statements and Supplemental Data
------------------------------------------
The financial statements and supplemental data are incorporated by
reference to pages 24-39 of the Annual Report to Shareholders for the fiscal
year ended June 30, 2000.
Item 9. Disagreements on Accounting and Financial Disclosure
----------------------------------------------------
Not applicable.
PART III
Item 10. Directors and Executive Officers
--------------------------------
The information required by this item is incorporated by reference to
pages 4-9 and 24 of the proxy statement filed since the close of the fiscal year
ended June 30, 2000, pursuant to Regulation 14A which involved the election of
directors. Pursuant to Item 401(b) of Regulation S-K, Executive Officers of the
Registrant are reported in Part I of this report.
In addition to the Directors listed in the above-referenced proxy
statement, Mr. Scott D. Cook was elected to the Board of Directors on September
12, 2000. Mr. Cook is a Director and Chairman of the Executive Committee of
Intuit, Inc.; Director of Amazon.com; and Director of eBay, Inc. He is 48.
Item 11. Executive Compensation
----------------------
The information required by this item is incorporated by reference to
pages 10-19 of the proxy statement filed since the close of the fiscal year
ended June 30, 2000, pursuant to Regulation 14A which involved the election of
directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The information required by this item is incorporated by reference to
pages 21-23 of the proxy statement filed since the close of the fiscal year
ended June 30, 2000, pursuant to Regulation 14A which involved the election of
directors.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
The information required by this item is incorporated by reference to
page 24 of the proxy statement filed since the close of the fiscal year ended
June 30, 2000, pursuant to Regulation 14A which involved the election of
directors.
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
-----------------------------------------------------------------
A. 1. Financial Statements:
The following consolidated financial statements of The Procter &
Gamble Company and subsidiaries and the report of independent
accountants are incorporated by reference in Part II, Item 8.
- Report of independent accountants
- Consolidated statements of earnings -- for years ended June 30,
2000, 1999 and 1998
- Consolidated balance sheets -- as of June 30, 2000 and 1999
- Consolidated statements of shareholders' equity -- for years
ended June 30, 2000, 1999 and 1998
- Consolidated statements of cash flows -- for years ended June 30,
2000, 1999 and 1998
- Notes to consolidated financial statements
2. Financial Statement Schedules:
These schedules are omitted because of the absence of the
conditions under which they are required or because the information
is set forth in the financial statements or notes thereto.
3. Exhibits:
Exhibit (3-1) -- Amended Articles of Incorporation
(Incorporated by reference to Exhibit (3-1)
of the Company's Annual Report on Form 10-K
for the year ended June 30, 1998).
(3-2) -- Regulations (Incorporated by reference to
Exhibit (3-2) of the Company's Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1998).
Exhibit (4) -- Registrant agrees to file a copy of documents
defining the rights of holders of long-term
debt upon request of the Commission.
Exhibit (10-1) -- The Procter & Gamble 1992 Stock Plan (as
amended July 11, 2000) which was adopted by
the shareholders at the annual meeting on
October 13, 1992 and was amended on January
12, 1999 by the Board of Directors.
(10-2) -- The Procter & Gamble 1983 Stock Plan (as
amended June 13, 2000) which was adopted by
the shareholders at the annual meeting on
October 11, 1983 and was amended on May 11,
1993 by the Board of Directors.
(10-3) -- The Procter & Gamble Executive Group Life
Insurance Policy (each executive officer is
covered for an amount equal to annual salary
plus bonus) (Incorporated by reference to
Exhibit (10-3) of the Company's Annual Report
on Form 10-K for the year ended June 30,
1998).
(10-4) -- Additional Remuneration Plan (as amended
July 11, 2000) which was adopted by the Board
of Directors on April 12, 1949 and was amended
on June 12, 1990.
(10-5) -- The Procter & Gamble Deferred Compensation
Plan for Directors which was adopted by the
Board of Directors on September 9, 1980
(Incorporated by reference to Exhibit (10-5)
of the Company's Annual Report on Form 10-K
for the year ended June 30, 1998).
(10-6) -- The Procter & Gamble Board of Directors
Charitable Gifts Program which was adopted by
the Board of Directors on November 12, 1991
(Incorporated by reference to Exhibit (10-6)
of the Company's Annual Report on Form 10-K
for the year ended June 30, 1998).
(10-7) -- The Procter & Gamble 1993 Non-Employee
Directors' Stock Plan (as amended July 11,
2000), which was adopted by the shareholders
at the annual meeting on October 11, 1994 and
which was amended on January 10, 1995, by the
Board of Directors, and ratified by the
shareholders at the annual meeting on
October 10, 1995, and which was further
amended by the Board of Directors on June 11,
1996 to be effective on January 1, 1997, and
which was also amended on August 22, 1997 for
the 2-for-1 stock split, and was again amended
on January 12, 1999.
(10-8) -- Richardson-Vicks Inc. Special Stock Equivalent
Incentive Plan which was authorized by the
Board of Directors of The Procter & Gamble
Company and adopted by the Board of Directors
of Richardson-Vicks Inc. on December 31, 1985.
(Incorporated by reference to Exhibit (10-8)
of the Company's Annual Report on Form 10-K
for the year ended June 30, 1999).
(10-9) -- The Procter & Gamble Executive Group Life
Insurance Policy (Additional Policy)
(Incorporated by reference to Exhibit (10-9)
of the Company's Annual Report on Form 10-K
for the year ended June 30, 1998).
Exhibit (11) -- Computation of earnings per share.
Exhibit (12) -- Computation of ratio of earnings to fixed
charges.
Exhibit (13) -- Annual Report to Shareholders (pages 1-4,
13-39 and inside back cover).
Exhibit (21) -- Subsidiaries of the registrant.
Exhibit (23) -- Consent of Deloitte & Touche LLP.
Exhibit (27) -- Financial Data Schedule.
Exhibit (99-1) -- Directors and Officers Liability Policy
(Incorporated by reference to Exhibit (99-1)
of the Company's Annual Report on Form 10-K
for the year ended June 30, 1998) (the "Policy
Period" has been extended to 6/30/03).
(99-2) -- Directors and Officers (First) Excess
Liability Policy (Incorporated by reference to
Exhibit (99-2) of the Company's Annual Report
on Form 10-K for the year ended June 30, 1998)
(the "Policy Period" has been extended to
6/30/01).
(99-3) -- Directors and Officers (Second) Excess
Liability Policy (Incorporated by reference to
Exhibit (99-3) of the Company's Annual Report
on Form 10-K for the year ended June 30, 1998)
(the "Policy Period" has been extended to
6/30/01).
(99-4) -- Directors and Officers (Third) Excess
Liability Policy.
(99-5) -- Directors and Officers (Fourth) Excess
Liability Policy (Incorporated by reference to
Exhibit (99-5) of the Company's Annual Report
on Form 10-K for the year ended June 30, 1998)
(the "Policy Period" has been extended to
6/30/01).
The exhibits listed are filed with the Securities and Exchange
Commission but are not included in this booklet. Copies of these
exhibits may be obtained by sending a request to: Linda D. Rohrer,
Assistant Secretary, The Procter & Gamble Company, P. O. Box 599,
Cincinnati, Ohio 45201
B. Reports on Form 8-K:
During the quarter ended June 30, 2000, the Company filed
Current Reports on Form 8-K containing information pursuant to
Item 5. The first, regarding a group of shareholder lawsuits,
was dated May 15, 2000. The second, regarding personnel
changes and revised earnings estimates, was dated June 8,
2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized in the city of Cincinnati,
State of Ohio.
THE PROCTER & GAMBLE COMPANY
By A.G. LAFLEY
----------------------------------
(A.G. Lafley)
President and Chief Executive
September 12, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
- --------- ----- ----
----|
A.G. LAFLEY |
- ----------------------- President and Chief Executive |
(A.G. Lafley) (Principal Executive Officer) |
|
JOHN E. PEPPER |
- ----------------------- Chairman of the Board |
(John E. Pepper) |
|
CLAYTON C. DALEY, JR. |
- ----------------------- Chief Financial Officer |
(Clayton C. Daley, Jr.) (Principal Financial Officer) |
|
DAVID R. WALKER |
- ----------------------- Vice President and Comptroller |
(David R. Walker) (Principal Accounting Officer) |
|
NORMAN R. AUGUSTINE |
- ----------------------- Director |
(Norman R. Augustine) |
|
DONALD R. BEALL |
- ----------------------- Director |
(Donald R. Beall) |
|
GORDON F. BRUNNER |
- ----------------------- Director |
(Gordon F. Brunner) |
|
|
- ----------------------- Director |
(Richard B. Cheney) |
|
|
- ----------------------- Director |
(Scott D. Cook) September 12, 2000|
|
RICHARD J. FERRIS |
- ----------------------- Director |
(Richard J. Ferris) |
|
|
- ----------------------- Director |
(Joseph T. Gorman) |
|
CHARLES R. LEE |
- ----------------------- Director |
(Charles R. Lee) |
|
LYNN M. MARTIN |
- ----------------------- Director |
(Lynn M. Martin) |
|
JOHN F. SMITH, JR. |
- ----------------------- Director |
(John F. Smith, Jr.) |
|
RALPH SNYDERMAN |
- ----------------------- Director |
(Ralph Snyderman) |
|
ROBERT D. STOREY |
- ----------------------- Director |
(Robert D. Storey) |
|
|
- ----------------------- Director |
(Marina v.N. Whitman) |
----|
EXHIBIT INDEX
Exhibit (3-1) -- Amended Articles of Incorporation (Incorporated by
reference to Exhibit (3-1) of the Company's Annual Report
on Form 10-K for the year ended June 30, 1998).
(3-2) -- Regulations (Incorporated by reference to Exhibit (3-2) of
the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998).
Exhibit (4) -- Registrant agrees to file a copy of documents defining the
rights of holders of long-term debt upon request of the
Commission.
Exhibit (10-1) -- The Procter & Gamble 1992 Stock Plan (as amended July 11,
2000) which was adopted by the shareholders at the annual
meeting on October 13, 1992 and was amended on January 12,
1999 by the Board of Directors.
(10-2) -- The Procter & Gamble 1983 Stock Plan (as amended June 13,
2000) which was adopted by the shareholders at the annual
meeting on October 11, 1983 and was amended on May 11, 1993
by the Board of Directors.
(10-3) -- The Procter & Gamble Executive Group Life Insurance Policy
(each executive officer is covered for an amount equal to
annual salary plus bonus) (Incorporated by reference to
Exhibit (10-3) of the Company's Annual Report on Form 10-K
for the year ended June 30, 1998).
(10-4) -- Additional Remuneration Plan (as amended July 11, 2000)
which was adopted by the Board of Directors on April 12,
1949 and was amended on June 12, 1990.
(10-5) -- The Procter & Gamble Deferred Compensation Plan for
Directors which was adopted by the Board of Directors on
September 9, 1980 (Incorporated by reference to Exhibit
(10-5) of the Company's Annual Report on Form 10-K for the
year ended June 30, 1998).
(10-6) -- The Procter & Gamble Board of Directors Charitable Gifts
Program which was adopted by the Board of Directors on
November 12, 1991 (Incorporated by reference to Exhibit
(10-6) of the Company's Annual Report on Form 10-K for the
year ended June 30, 1998).
(10-7) -- The Procter & Gamble 1993 Non-Employee Directors' Stock
Plan (as amended July 11, 2000), which was adopted by the
shareholders at the annual meeting on October 11, 1994 and
which was amended on January 10, 1995, by the Board of
Directors, and ratified by the shareholders at the annual
meeting on October 10, 1995, and which was further amended
by the Board of Directors on June 11, 1996 to be effective
on January 1, 1997, and which was also amended on
August 22, 1997 for the 2-for-1 stock split, and was again
amended on January 12, 1999.
(10-8) -- Richardson-Vicks Inc. Special Stock Equivalent Incentive
Plan which was authorized by the Board of Directors of The
Procter & Gamble Company and adopted by the Board of
Directors of Richardson-Vicks Inc. on December 31, 1985.
(Incorporated by reference to Exhibit (10-8) of the
Company's Annual Report on Form 10-K for the year ended
June 30, 1999).
(10-9) -- The Procter & Gamble Executive Group Life Insurance Policy
(Additional Policy) (Incorporated by reference to Exhibit
(10-9) of the Company's Annual Report on Form 10-K for the
year ended June 30, 1998).
Exhibit (11) -- Computation of earnings per share.
Exhibit (12) -- Computation of ratio of earnings to fixed charges.
Exhibit (13) -- Annual Report to Shareholders (pages 1-4, 13-39 and inside
back cover).
Exhibit (21) -- Subsidiaries of the registrant.
Exhibit (23) -- Consent of Deloitte & Touche LLP.
Exhibit (27) -- Financial Data Schedule.
Exhibit (99-1) -- Directors and Officers Liability Policy (Incorporated by
reference to Exhibit (99-1) of the Company's Annual Report
on Form 10-K for the year ended June 30, 1998) (the "Policy
Period" has been extended to 6/30/03).
(99-2) -- Directors and Officers (First) Excess Liability Policy
(Incorporated by reference to Exhibit (99-2) of the
Company's Annual Report on Form 10-K for the year ended
June 30, 1998) (the "Policy Period" has been extended to
6/30/01).
(99-3) -- Directors and Officers (Second) Excess Liability Policy
(Incorporated by reference to Exhibit (99-3) of the
Company's Annual Report on Form 10-K for the year ended
June 30, 1998) (the "Policy Period" has been extended to
6/30/01).
(99-4) -- Directors and Officers (Third) Excess Liability Policy.
(99-5) -- Directors and Officers (Fourth) Excess Liability Policy
(Incorporated by reference to Exhibit (99-5) of the
Company's Annual Report on Form 10-K for the year ended
June 30, 1998) (the "Policy Period" has been extended to
6/30/01).