# Transcript of Record — Federal Trade Commission v. Procter & Gamble Co. > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40386412_0012%3A03 ## Record - **Collection:** Supreme Court brief - **Document type:** Transcript of Record - **Published:** January 1, 1967 - **Citation:** 386 U.S. 568 ## Text > Qo oO _ COMMISSION EXHIBITS Description * NUMBER . _- PAGE 6 12 - : _ the New York Stock Exchange .......... 17X . ‘Procter & Gamble sales manual for toilet goods sales department......./........4.. 20X Procter & Gamble sales manual 04 case 17 18 21 27 The Procter & Gamble Company Annual Re- OO ST ncenssnceaeiessuenksen sce hs - 1X Financial Statement of Clorox Chemical Co., a a a Se 13x Procter & Gamble application for listing on goods sales departm@pt ....:......-...... 26X Procter. & Gamble memorandum on CSM ee | ae vinsed bcnene Wek aie 83X Agreement between Clorox Chemical Co. and The Procter & Gamble Company, May-28, , PT, Mane ap hats Ghe es 60 cend bh beneeesaes 91X .. EE «| Rater mee h es AOR Teer ” 106X “Procter & Gamble contest involving ‘Gamay : and Ivory Bn0W 1.5.06 cccccteeciccctses 115X . Procter & Gamble contest involving soap and - RS ares er ee me ens ie 117X - Procter & Gamble brochure involving Comet 126X Clorox Chemical Co. 1957 Spring House- ' cleaning promotion ........../..... Wie des 135X .." Procter & Gamble Wife-Saver Sale ....:. 187X ; _ Study of brands of washing products used i in urban and rural homes, April 22, 1957 . . 148X Memorandum dated February 28, 1957, Link ; ON av ok oh a cs cab teas ace . 147X -Memorarfitum dated October 26,1956, Snow _ to Warrington ............ tee e eee ee sees 150X NUMBER °C : PAGE’ ‘325. Nielsen® Food Index, J ise Mas: 1387, Tables . —: . 4and 5, Household Bleaches .... iecennn 164X. | ey bag Clorox Advertisement in Erie, Pa, Times, -. re November 25° 1957 » gia thu ckutaacawhas i56X ' 342 Procter & Gamble ddémestic ad ang — sales promotion—all brands, 1956 a 1957. ‘ | - In-Camera, volume RSA SEP SB a ey obs>.......2.. 408X _ 187 . Nielsen. Food Index—Sales Of All Liquid ae Household Bleaches—Other Than Clorox... 421X .. @ ° 7) ¢ ad “ i , 4 rf & 4 thy ” : € : vo. Ate “sh Beet. $ Soe . ty DERAL TRAD 2Y SSN * eet SEP Meas. RE Te. Ee oer ae 9 Mie ye INTHE arte 4 Tin Ftectee 4 Stawle fr mpny sy 8,4): LF dca es fee 5 AiTsEti’ - Pe } eS a. LCR C6." 2,” ® o? = y 3 Qo 7* ay ‘ ° x . ~ ad ; , ? ° ‘ » - . ° . - LETTER TO: | SHAREHOLDERS Meee) To the shareholders of The Procter & Gamble ey We submit herewith’ the annual report ‘of “The Procter & Gamble Com- | panies for the fiscal ” ended June 30, 1957. 4, "Consolidated net sales Pm the year were SI, 156,389,726. Afeer deducting all costs, including depreciation, taxes, marketing and ottela expenses, % ‘ - the ‘consolidated net earnings. of all the Companies: for the year amounted to $67,807,376. This was equivalent to $3.44 per share on the average number of shares of common stock outstanding during the year. The . comparable figure for the preceding year was $3.05 per share. During the fiscal yeat ended as 30, 1957 three , quarcery dividends of . 45¢ each and a fourth quarterly dividend of so¢ were.declared and paid. "So far in the fiscal year beginning July 1, 1957, a , quarterly dividend | Seer 50¢ per share a been declared and i is payable soon 15. ee In August 1956 the Company otal the: acquisition of the.various ‘parts of the.Duncan Hines business, . thereby entering the baking mix. | business with cake mixes, ‘pancake mixes and others. In January 1957 the Compa. completed the acquisition of Charmin Paper Mills Inc., and thus became a modest facror in the paper tissues business. Marketing _ of both the Duncan Hines mixes and the’ Charmin tissues continues in __ those sections of ‘the country in which they were being sold by the " predecessor companies. Under its policy of generating the grearer part of its growth from within, ‘the Company during the past year has moved forward in practically all i the areas of its operation, both domestic anid overseas. This has been in . the face of intense competition, a condition which naturally follows from _ the fact that there is ample production capacity in our industries. We feel, that the Company has been successful this year, as in the past, in main- taining the growth of its business and, at the same m= fin maintaining, ore profitable operations. - There are, of | course, two major requirements which must be met bya company in order that it may move forward: qualified employees at all levels and adequate financing. On both of these fronts. we consider the ; nent to be well protected. _ It has not been a simple matter.co seaff our organization chiciaghicnt with top-quality people during these recent years when the demand for quality ; employees has been heayy from all segments of our economy. However, | through insistence on the maintenance of high standards and through a i vigorous recruitment, we have been able nor only to maintain but, i in our, . ,judgment. to improve the quality of our organization. This i isa statement which i is of major. lanportance to our shareholders. _ The Ciincdag of the Company’ s Vesidate a been sensi bi some con- | siderable period ahead by the i issuance of $70 million of 3 W% debentures in September 1956. As was said at the time, a substantial part of this | | money was needed to provide for additional woodland and-for.expansion of the production facilities of our dissolving pulp mill at Foley, Florida. The balance of the funds raised i is to take-care of further fixed and working capital needs af other parts of the business. The projects for which these funds were intended are ‘proceeding on schedule. Pending the full use of . - these funds for Company capital ores: ‘the unused: balance has been | zx iavencd ata rerun whichis equal.co or beuer than the intrest cost. of = sess tlt i debeneures. t Tn’ Apa of this: ‘year, an agreement was reached with Clorox + Chednical Co. of Oakland, California for the acquisition of the properties and business of that company in exchange for Procter & Gamble common stock, The agreement | has been, ratified by the stockholders of Clorox Cheniical Co. ; -* and the acquisition was effectively completed on August 1. While this is a completely new business for Procter & Gamble, taking it for the first ; time-into the marketirig of a household bleach and disinfectant, inity: one that fits well with the Company's experience in hee: and market- et = ing household products. = : ; As we look to: the future, we feel that our 56,000 shasebbdets can ‘join the. Management in a nme. of confidence that a ‘combination of well- planned research, competent ‘and imaginative organizationfand financial ‘soundness has prepared the Company to take advantage of the. Oppor- tunities of the furure as they are sure to exist. ; L . The Financial Statements rae the consolidated inanchal) position. of the Companies as of June 30, 1957, and the results of .theit Operations forthe year, together with figures for the prior yea, vache erccaees following pages. i oe greater? ; ve F ee Resp y: 7 ; nie oe SB pe : ts He : ; “eas wee ae si va : | : a Clairman of the Board - ae = ys Sean 2 ei August 2, 1957 e *: President . 9 3 » : ax me cS . | THE PROCTER. : : and a“? iar : : CONSOLIDATED ‘BAL? xe — —- : , ASSETS : . ‘ ‘4957 1956 : Pee, | RTE ROrE Mian maui snalvany hee ce: $ 42,078,359 $ 42,650,289 : U. S. Government and other marketable se- ; ouhtiae x ete curities, at cost (approximately market) 61,971,210 4,717,799 Accounts receivable, less reserve of $386.80 fo. von 1957 and $322,361 for 1956.2... = 2.5... 37,704,934 _ 44,931,161" Dcrchendioe ond sneerals; le te lowe bf son ee : (partly Lifo) or marker. :...... Seen eee es 170,576,810 160,734,294 Total current assets. 2.2.2... oes Ls. $332,331,313 $253,035,453 : s = » LOANS, RECEIVABLES, Etc.. less reserves... . . . § 15,234,813 $ 10,744.62 : . PROPERTY, PLANT AND EQUIPMENT, af cost: } ae : I hos oti cass So S 13,402,040 $ 11,638,122 Timberlands, hess depletion ie ee a dha ale 17,682,236 16,360,784 Buildings and equipment................- 447,639,947. | 391,362,830 fo Se REL SR eS $478,724,223 | — $419,381,736 Less scans eatin yebcet oct sc a 155 078,281 * 138,589,738 - +1000 * _. Property, plane and equipment, net ee: a $323,645,942. $280,791,998 b: Gooow, PATENTS AND Ljcenses. sete nia s 6433.70 |. -§ 2,519,993 . a pr PREPAID EXPENSES AND DEFERRED CHARGES _S 10,626,797 I$ 7,026,018 _ NGS REPRE AME hee " $688,272.623. | - $354,116,086 P., 2 ; * © See notes to financial statements. - : 9 . ‘s v R ‘5x J ; . te S 2 a 3° = = te z . 7 o9 GAMBLE COMPANY> oe Companies RA ieg : SR ‘ET. JUNE 90. 1957 AND 1956 LIABILITIES 1987. 1956 Domestic bank loans... ... ee sceccceseccces — $ .9,000,000 -8,642'320-... * Toval long-germ debe... .e $113.564,824 | _ $ 38,642,320 ) Resenves: Ge : | Shecaehces es Self-insured risks....... 0. 2-606. .02 0.2005 ~ $. 4,979,665 $ 4,807,978 | Foreign exchange fipctuations...........::. ‘ 2;620,000 2,310,000 Toval reserves:......... 2.022005 erty . S$ 7,599,665. $ 7,117,978 | Carrrat anp ReTamen.EqRnincs: 8 7 7 ‘Preferred shares......,.......----2220000 $ 2,250,000 |° S$. 2,250,000 - Common shares... 0... ese eeceeee eee 39,737,328 38,823,612 “Additional paid-in capital... .-.:.....:2.. 30,806,920 - 10,021,672 Earnings retained for use in the business.... 389,303,033. 338,053,873 eo. ~° Total capital and retained earnings. . ... . $462.097,281 409,149,157 ee ey ere eee $688.272;623 $354,116,006 ‘ - . THE PROCTER & ( os ie) 6S ee and Subsidia STATEMENTS OF CONSOLIDATED EARNINGS ‘AND CONSG YEARS EXNL } JUN _- ” BARNINGS es tons G os * Diver ORE RTES ce EMRE -++ $1.136,389,726 | $1,038,290,374 Cost of products sold. ....2...... Siac ay 741,093,993 |. 663,096,681 . nn REE BePER ps ROP RRR $ 415.295,733 | $ 373,193,693 Marketing, general and gdministrative ea seh ee OEE fasnee > 277.038,781 254,092,953 Earnings from opesstions.......:.....-. ~” § 138,256,952 | $ 121,100,740 Interest on investments, etc. pes ie eer 2,993,520 1,462,391. Other income, net....:....2..6.00502- 770,568* " 310,323 Interest expense... ......0.2060.00.005 4,036,558° | ‘ o p er EMPLOYEE RELATIONS . 4 . ’ . et - ral - ge = 4 -* . . . ® . ra) * “ > bd . a Le = bs 3 ; . . . . rf ar, - or ; e Hs 7 ae oS. a ere 4 . (8 remap chenneR eR ‘. A bd 7 . % . » a . This year the Company noted the 70th anniver- sary of ‘its first, Profit Sharing Plan. Procter &. | - Gamble has always been keenly aware of the - _ fact that little can be accomplished in the way _ "of permanent. growth or stability without the. _ Joyal and wholehearred interest of Procter & __ Gamble people. The Company's: profit sharing - plans which enable Procter & Gamble em-— __ ployeesto become shareholders in the Company, © Por the fiscal year ened dune 30, 2957 “vet sales. ? p ° i ‘ ‘ aie *, a . . é ee “wa of stale 4, soe “a Profit fron coupes _—- Other expenses: ‘Obsolete labels destroyed ‘Loss. on @isposition of- carital essets . “2 Miscellaneous—_— Other income, net et Provisions for federe2 incone taxes: . t year . ‘fajusteents of snes, veers | 8: :e Net incose ai s af Sheoriaer OF FARNED simbLns, t: 22 eee (b) approxiniately 25,546 shares (as hereinafter sét forth) to be exchanged for all the” meek a ee outstanding stock of Duncan Hines Institute, Inc. Cao gt eset The total number of shares o? Conimon Stock heretofore listed and for which application is hereby will not exceed 20,199,000 shares total authorized issue af 25,000,000 shares. ; ; * Reference is made to i ing applications of the Company, the latest of which is A-16908, dated ? of for ~ Company for all of the outstanding Capital Stock of the Food and of‘the Institute instead ~~ only “special assets”. i i was given to the value of the assets of the two Stock. The determination by she Board of Directors of the value of the “special assets” was based on the Company's experience in the cost oftestablishing brand names with a consumer acceptance, which justifies a 5 . etermination of the value’of “special assets” as part of a’going business in excess of the book value of such _ assets. oe : ‘ 55" . Siched the sores Sine. SPProximately 690° shares of the Common Stock of the Company’ was established as the aggregute number of : exchanged for the Capital Stock of the Food Company ode, : and of the Institutce.. Using the market value established in the negotiations, the equivalent dollar value of ; * . _ * 6,000 shares would equal $3,414,088, TO ae TRADE Con ee the CapitalaStock ge ire ©, BOCKET 29. eset Saaeaae ETT Ra fg te a A ee ee in Tous marian or “Ths Prec & Gentle Coapacy ; bate /2-8-$7 witness Bere Boict Wek ee ACE REPORTING CO., Official ‘ t: vs i i! =) ro .' a . a a — - . e weed " —" és » Pe pie . ‘ eer ome - ~ ' 7 ae S So “ 7 “4 ’ , — Sar - . Ae = . . io » os . e , a - + . . - A16465 tt THE PROCTER & GAMBLE COMPANY—Page # account and the balance would be fredited to Additional Paid-in Capital. For the purposes of consolidation, that portion of the $3,414,085 which is in excess of the net value of the fixed and current assets of the Food ' Company and of the Igstitute, will be treated as good will, patents, trademarks and other intangible assets. ’ This amount will not:be amortized. The net value of the fixed and current assets will be determined by using na eee - ase of fixed assets. A brief description of the history and business of the Food Company and of the k stitute, together with ee ee ne ee ee A and B attached er co" ” . OPINION OF COUNSEL 4 The Company has furnished to the New York Stock Exchange an opinion of its Counsel, Messrs. Dinsmore, Shohl, Sawyer &. Dirismore, 12th Floor, Union Central Building, Cincinnati, Ohio, relating to the shares covered by this Application. The opinion states in substance that the Common Stock, application for the _ listing of which is hereby made, will upon issuance for the purpose aforesaid be duly authorised, validly issued, —- . fully paid and non-aséessable, and that no personal liability for any further payment therefor will attach to — ‘ Mitta ee Cag een Pee See : : , STATUS UNDER FEDERAL ACTS The Securities and Exchangs Commission has stated that it-will raise no objection if the shares subject Neth, or eyartencm yaaa pte iam bho rehab aber saaeren comaryed be accompanied by current prospectus of the Company and to agreé to take the shares of the fompany for investment and not for resale. Accordingly, Shohl, Sawyer & Dinsmore, Counsel for the Company, eiapther dary pee nay, ahem age renee protnngs pec tel eo ge _ Company for which listing is sought are exempt from registration under the Securities Act of 1938, as amended, as the issuance of such shares as aforesajd will not involve a “public offering” of securities within the meaning of Section 4(1) of said Act; and, further, no application for registration of said shares under the Securities Ee nn ee eee as a ‘BUSINESS . / Silas ia Na cha a al concn ls te ta Nn Cota op eeeeees Seen ane Let mena nnn Senn ne SEO has con- tinued to develop new described below. : ‘The Company is engaged priccipally in the manutscture gad aale of packaged soaps and detergents, advertised braid names. The the the States of soap and . mt products and a major in its othe Company’s con- ~ r brands. Secbetien tad constenee exeeghanen, Wek Ole B48 8 Comesay’s otivhes bo highly competitive and. . operates a number of resegach and development for the a ieecbans tek pea ont the development of new products, as well as an extensive market research to determine consumer New products are frequently by competitors as as by the Company, often to the detriment of old and well-established Presently, the ie distributing to selected test ‘Net.cales of the Coapany asi iti eubsidlaries-foe the five acl years ended Sune 80 since the, Listing Sn A AEs SEE” oo Conve nes OP Env : sl ananesbnadeinapaheas sanbenihiantenbenbakaapenns tn @ 818,084,888 | _ saath joules einten ie dtiinill Caliph Rae 850,068,818 SUMED oh dcccatuancinusscvackenbaskaccahestaibeieuunvess 911,050,043 Mts duke oasietiinst piaiaighspieinticmnladink 065,797,150 Aras dk Py cucencvcthnckeatetecanceuncsucartaenapobeane 1,088,¢90,374 PROPERTY DESCRIPTION Major changes in the properties of the Company, and in those of its subsidiary companies since Feb- -Fuary 14, 1952 the date of the Company’s last previous application for listing containing property description are described as follows: In 1953, a factory for the production of detergents was completed in Sacramento, California, and the aC ee The plant is located SL 18X — — a AID IF Sy AAP ef me eat = —— . EPL PERI eS qemnergneenpenereenmece bes ‘ . THE PROCTER & GAMBLE COMPANY—Pages A-16466 ° The Company has been producing alpha cellulose (chemical or dissolving pulp) from cottonsced linters for many years. The demand f-r this product for usq in the manufacture of cellophane, rayon, other synthetic completed in mid-1955, adding 50,000 feet of space to the existing 126,000 square feet. Both buildings and land are owned in fee by the Company. : woe ‘ A subsidiary in France has leased production facilities for synthetic detergents which are ing distributed through an agent. A synthetic detergent plant is under construction in Belgium and a idiary has been organized to. produce and sel] in that country. ; . \ All the Company’s subsidiaries are listed below: SUBSIDIARY COMPANIES OWNED OR CONTROLLED THROUGH | CAPITAL STOCK OWNERSHIP AS OF JUNE 20, 1966 — Name of Company _ ; -Power* The Procter & Gamble Manufacturing DMS linc ances Mian hile WGuadene te cche seni 100% The Procter & Gamble Disttibuting Company...........................0000 100% Procter & Gamble Productions, Inc............. The Buckeye Cellulose Corporation . . hea eas , Traders Oil Mill Company.......°......... The Hewitt Soap Company, Inc........... : aes Po | Rae SR ae ea I * The Procter & Gamble Transportation Company Sabates, Sociedad Anonima........4...00000...-0000 000.0... Seek cas **Proctee & Gamble, Limited.................... “ee Philippine Manufacturing Company,...... J .... Procter & Gamble Indonesia.............. Procter'& Gamble A. G., Lusern................ » RR sesh R Raa! ae : 19X | TOILET GOODS SALES — SALES MANUAL. ge - Commission's Exhibit No. 17- " Procter sales.manual for toilet goods sales. depertment : FEDERAL TRADE COMMISSION DOCKET NO, eet eomcet extisit wo. /7 In THE MATTER OF Tit Prostar & Ganble Company DATE [2-18-57 witness oe By ? ~ The Procter & Gamble Distributing Company 3m os Sales Training & Methods Department | «Cincinnati, OMe, USA - ’, June, 1957 “a . * 20X. fared cae ea - COMPANY SALES ORGANIZATIONS | THE CASE SOAP SALES DEPARTMENT | i is Chink the ts Sighbeniely Company’s packaged household soaps and synthetic detergents. Case Soap salesmen call on the wholesale and retail grocery trade ~ and all allied outlets. The department is divided into Sales Divisions, Districts, Units, z and Sections. The Appliance Trade Sales: Department eo 4 ‘operates with the Sales Districts of the Case Soap Sales Department in securing the en- _dorsement and merchandising support of all levels of the appliance industry for the Com- ‘pany’s washing machine and dishwasher. products. The Department Manager directs. the work of a General Supervisor, several. a eee Instant ¢ 54 = 4 ARIS ‘ o ‘a THE CASE FOOD SALES DEPARTMENT | The Case Food Sales Department sells the partment is divided into Regions, Territories, _- Company’s household edible products to the Zones, and Sections. - retail and wholesale grocery trade. The de- : the THE TOILET GOODS SALES DEPARTMENT The Toilet Goods Sales Department sells the toiletries products manufactured by the Com- pany. Toilet Goods salesmen call on the wholesale and retail trade connected with the _ drug, grocery, variety, and department store » ‘ ‘The Beauty Trade Division, a separate oper- ment, sells Professional Drene to beauty ‘ ' .- ———— . ase SORT ne * emt Peeigeg eerie em ce cieeetter nee Spee aero meme rt cals es) ae b 9d el tree = re} 363s = S,. . 3e° ° ss ee “poe Sse ot: 22.5 ° “. ee gf OE. ee. oar os tse ee ‘ om 6 oe > hy Parry CORE wi —_ : - . es . ; TTP * _ THE MILITARY RESALE DEPARTMENT The Military Resale Department is respon- sible for the sale of Case Soap, Case Food, . and Toilet Goods brands to United States Military Bases throughout the world. These products are resold through commissaries, - i Ape oe post- exchanges, ship stores, and veterans’ canteens. The Department Manager super- resentatives. re vises the work of a number of ‘Military Rep- - ‘eae arememetener +e BUILDING GOODWILL Sinn sue Annee deitetoanabells, tin tee ‘his confidence; your entire relationship is more pleasant; and with less effort you get better results in® sales. and merchandising. With it your brands will be favored when a _ “decision is to be made as to what should be : displayed, which brands are to have pre seh rp ig al creel orcad al be featured. Goodwill ae be ae a oe eat be * earned. ee ES oy SARE te Sat are simple. EEA Mo oe OE 7 He must feel that you know your business, that you are acquainted with some of the . problems of his business, and. above gli, ' that he can depend on what you tell him. - Never promise more than you can fulfill; ae Ue eee Se Sate. “The customer must be smire of the ad- vantages of handling your line. é [The requisites of brands or products that a ; ee ee we: They should fill a basic reed. . Prd Gamble brands must qualify’in this regard before they are put on the market.) They Whee anna detente bo recommended without reservation. (Proc- ter & Gamble research and production methods assure this. The ‘quality of P&G brands ~ peneaeced —. re hailuasid Gilt welles tei ths . consumer. (Procter & Gamble brands are ' priced right so that they represent the greatest value at the lowest possible price.) - They should be easy and inexpensive to handle. (Procter & Gamble*brands are non- 24x cuitihaltie ail eitee: +0: bonito. tir tier a lower -handling cost than most items.)' " ‘They should sell well. (Procter & Gamble- ‘brands gre pre-sold through extensive ad- vertising.) : - . They should not require too large an in- vestment. (Procter & Gamble brands can © . be purchased ‘on.a direct basis in relatively ‘ ~ small quantities, freight prepaid, and they are readily available from wholesalers in virtually any, quantity desired.) oe. They should show. a substantial profit. (Procter & Gamblé brands are profitable through. fest: taiegrer ond low tending * costs.) . They should bring repeat noe (Proc- © ter & Gamble brands have thousands of doyal users.) . . Vike reais Hash: with inan'eh taba stab " requisites as indicated, and, in addition, they can be used to attract business. for other items. It is easy to take these things for granted. ‘The customer often fails to. realize - how desirable and how profitable is his dis- tributorship of the Procter & Gamble line. , It is for this reason that the advantages your ” brands provide must. be repeated again and “ again. c° Here are a few ies aes for build- ‘ ing goodwill. 4 : ma” Develop and maintain ‘a -friendly relation- ship with your customers whether you get an order or not. You will, of course, try hard. to get the ordér, but if you don’t, always leave the customer with the feeling - that you will be glad to see him on your next trip and that you and he will then be able to do business. Po ‘Do not slight ‘s a clerk.’ In his’ present ¢apacity he is able to help tHe sale of your brands and at some future time he may be the owner or manager of the business. © ‘ Do not ‘make uncomplimentary remarks about a competitor or his products. This does not meas, however, that you should refrain from calling attention to the ad- vantages and superiority of your brands. At every opportunity, tell your trade about ; the fisted personnel policies, och ws ‘your Company. o~ 4 guarantee of regular employment and ‘ profit sharing. Make it clear that lower manufacturing costs; lower sales costs, superior buying, advertising power, and above all, loyal personnel have made the ‘Company a leader in the industry. In every situation, represent the Company faithfully, standing squarely for all its policies and ideals. patios your belief in * SALES MANUAL cS CASE GOoDs SALES DEPARTMENT ae Commission's Exhibit No. 18 | Procter’ s sales manual for case good sales | «department ef : | FEDERAL TRADE COMMISSION ' POCKET NO. 6901 SOE as . IN THE MATTER or The Proster & Gamtie Company aaah sas DATE 12-19-57 witness. ; ACE REPORTING CO., ‘Official Reportar The Procter & Gamble Distributing Golcumy eae, oe ee ee ee Since the progress of the Company depends upon the men who’ are part of it, the man- agement considers careful selection and : training one of its most important responsi- bilities. Only those men who seem to possess the necessary qualificat ‘for success are employed; and after a is employed, every effort is made to help him succeed. Every new employee fi given thorough Selection, Training and Promotion initial training in his job, followed by con- tinual training throughout his career with the Company, Careful selection and training make possible . the attainment Company’s policy of. filling higher positions from within the organization and affording each man the - opportunity to progress to the limit of his . sdertawt s Added Compensation Plan The Sbuimaite Added Compansation Sian rewards salesmen for increasing sales and - for operating economically. Annual added . compensation goals are set for each District, lk sail 6 aes hs Wak Sak District who are gligible, provided the Dis- trict goals are a ‘Service Emblems All employees who have been with the Com- pany for at least five years are given service emblems. There is a sterling silver pin or button for five years and ten years of service, a gold, one for fifteen and twenty _years; and for twenty-five’ years, a diamond is added to the gold emblem. The Company is proud of the long service record of many of its employees. More than eight hundred of the men and women now at work with the Company have been awarded diamond THE SALES ORGANIZATION The sales cuionaithhdied is a vital part of the Company, as the growth of the — business depends to a great extent on the effectiveness of our sales organization. s The Case Goods Sales Organization The ‘Case Goods Sales Organization is. the largest of the Company’s sales departments and is responsible for sales of the Company’s household soaps, synthetic detergents, and shortening. The United States is divided into six Sales Divisions, ‘each headed by a Division Manager. prot vive AEP Hae Le CAE ELE PNT Ge THe ‘laid out according to population, location of important cities, and market areas. At the head of each District is a District Manager who directs both the work ‘of his sales organization and that of his District or . Sales Office. * Districts are div ided inte Units, each headed RN OT REE A ween el ona Pe ee ta . “ . 4 a : . + apt ang simple combination of _ ; ly a com! ‘}: materials and. sometimes with other inter.. - “*. mediates. This combination is finally pro- | growth.of Procter & Gamble. It represents a- development in which every housewife in‘ America is concerned. The birth and growth. cessed into the finished product. It may readily -be seen that these processes are. much more complex than those used in soap- making. Special stainless steel equipment — and .the most_ modern of automatic and “Another advantage of pa a is the opportunity. which they give us. our: advertising on specific ‘localities, an“ . important requirement in the introduction é ee : 4 Qther Media —Oceasionaliy’ the pen Re: + uses outdoor posters, car cards, or other additiofiil means of concentrating messages in a certain geographical area. “tr addition to-advertising to consumers, the: Company also uses the leading publications of the grocery trade. By showing the dealers * the advantages of tying in with our fpromo- tions and by building dealer goodwill, these ter & Gamble advertisements help pave the way for your usés enable us to tell our messages to women ‘call. 4 a . : ; ada Brand Protnotions In order to provide the consume? with an * additional incentive for buying our products, . the Company uses mail-in (Offers, contests, coupons, and other effective sales promotions. . Contests — Contests have T@e been one of: . the most popular forms of promotion used. by the Company. The wrapper or box-top- facsimile . requirement encourages the .con- sumer to buy the brand i in. order to enter the contest. -In fulfilling - the’ requirements of _” . - stating why she. uses or likes the produet, or . in’ r>aming the- most popular ' uses for the prod. ct, she, in effect, convinces herself of. the. superiority of that brand. All contests are judged by an intiusitinn organization with a highly trained ‘staff — specializing in that work. Judging is done entirely’ on the basis of the. merit of: the. entry in accordance with the contest rules. When the judges select the winning entries, i Sek eT he Soe eee ee wee ee ‘eae ~ oa bnew . we + a ‘they know neither the names of the con- testants nor where they live. © Mail-In Offers — Mail-in eltins exe eaevad on the basis of consumer preferences and_ ‘each-is thoroughly tested before being used. Wrappers and box tops are required to ob- tain the offers. Each year millions Sher? offers -areg purchased, and they are : ‘effective merchandising tools. “Couponing and’ Sampling — as tee ths Company places coupons or samples in - From time to time the Company provides special: services to further the use of its brands. Each year hundreds of thousands of booklets on cooking, sewing, washing, and grooming are sent: to high schools and col- leges throughout the country. Motion pic- tures and printed material designed to help teach children the value of cleanliness are : offered to. grade schools. Booklets on house- hold laundering, care of fifie garments, bath- ing of babies, cooking, etc., are sent direct to consumers who request them or who write to the Company with specific problems. Doctors are sent samples of Tyory Soap and - ~ o° has a chance to try our products. This is done either by mail or by crews of distribu- tors who go from house to house. Some- - ‘times coupons are distributed through news- paper arid magazine advertisements, special + + | Realizing’.the inéreasing consumer trend a ; . @a- . ure toward synthetic detergent products, Oxydol . in 1952 changed to-a brand-new and differ- ra eer 4, ent synthetic detergent formula. Ay, old. i. 7 . ~ , @ and respected brand name, Oxydol now con- . washday products. * . a : a i - : ele % . iS * oe ‘ \ ‘ e ' ‘ . e ‘= . Oxydot handles. the henvtaat sani with | ease—gets clothes white and bright. It due cleans the greasiest pots and pans quickly and easily ‘and makes dishes gleam: It is superb for | ory Sonning around the house. -@ ia © Due“to # specially, designed ‘formula, .° ored washables.,And in addition, Oxydol _ ~ Oxydol contains a, kind of whitening _—is mild and works quickly and easily, even/ = ingredient never bef ‘used in a leading in the hardest water. soap‘or detergent. Tests using leading suds sts din’ hag "prove — an Oxydol wash dried indoors, is ¢ - Each Oxydol package carries the @ , in- whiter than any: sun-dried wash. ~ ' dicating that -Oxydol has been certified as — ¢ Oxydol removes heavy dirt from clothes * Kosher and Parve by the Union of Ortho- _ with no hard rubbing, yet is safe for col- dox Jewish Congregations of America. 42X , . Ff Pipers ae i. ~ ine ok Piss: ee a Cee TAN NGIEY pal catechism atacand Rahaibipaaabe RRO Oe Ce tes. eee ea ae Sel ROT ee ena oem Rene epee ee > oe eee en irr amen teed ——¥ me tae tinnay- ve Saane See en Seingh and Lens te ye ee) ee ee ee ee Se “ree Se A eee ee eee Lae we eT ny ee ® 3 = “Tide’s An — Dirt’s Out”. Tide, the pioneer all-purpése synthetic de: 3 tergent, is America’s favorite for washing clothes, dishes, and. for many other house- '. "hold cleaning tasks. Tide is based on a com- oo Ce ee a pletelynew formula developed after more: . Brie ak 7 than 10 years and 200,000 man-hours of cee eke. hee intensive research and testing at Procter & ie tame +. Gamble’s pwn laboratories. When’ it was”. : first introduced, Tide offered outstanding and unique. advantages. Further improve- : _ ments have continued to give Tide a tremen- eter, ae | |, + .dous lead in its field. so: o~ ae = aie : oar * ~ ** Tide is an all-purpose product that works wonders with the family wash, ; dishes, fine fab- - _ Fics, linoleum, -woodwork, walls, windows, stoves, refrigerators, dairy utensils, rugs, and _ Many other household items. pick, Peek hee . 4h . ies ; ‘ s " _ © | Tide combines unbeatable cleaning power *- Except for stubborn stains, t is with amazing mildness.:A Tide wash is the ¢ .need tofbleach or blue with Tide. Tide alone cleanest, whitest wash possible. gets shirts, towels, sheets, and other. white ‘ ’ things dazzling white. * More women use Tide in their automatic washers — in fact in all kinds of _ washing machines—than any other product. The - makers: of leading automatic washers rec- ommend Tide ‘because it offers optimum patter nPgcnon With all of its tremen- a 7 ; . r = ~ : ’ ; x e. no * Tide is conipletely safe with washable colors,‘ with fine woolens, and. with all the performance in their machines — ‘giving ae power, Tide is extremely mild” outstanding cleaning. results at low cost and é hast ds. Pn oS ' + with complete safety. Many manufacturers . ihe mle Sp - = actually include a free package of Tide in ° Each Tide package carries the @ . in-.. _ the tub of every new machine as it leaves dicating that Tide has been certified as- -the factory, providing the brand with o Kosher and Parve by the: Union of Ortho- highly effective endorsement. . dox Jewish Congregations of America. £ A - 43x ane | “ ° . t . J to produce such clean, white washes. It is widely - “used for washine dishes, cleaning . 3 rugs, * walls, woodwork and° ws so as well as for — family wash. : * 2 bd Cheer contains an exclusive, new “blue- e Cheer ‘leaves no dishwater- scum or magic” whitener that po other product uses — the newest, most modern way to get . ’ clothes white. ° Cheer washes clothes so clean and white cloudy film. Dishes dry clean without wiping. ; i . © ‘Each blue Cheer package carries the ©, indicating that Cheer has been certified as - that no blyeing’or bleach is needed. It is * _ Kosher and Parve by the Union of Orthodox safe for washable colors and kind to hands. pa ish Congregations of America. . Cheer dissolves tentently even in hardy s Kia ae ios ae DREFT - ’ : ae : “New dishwashing sensation — looks like a ; ° lotion — makes water feel like & lotion.” : © in the arty. 1930's, oft Company introduced i eee : piece a Dreft — the first synthetic detergent to be ese yer ; ‘marketed for household use in the United . . ' ‘States. In 1954, the Company’ pioneered with: new and improved pink Dreft — the : Ca. : _ + first colored product in the light duty field. reer nae . Pink Dreft’s entirely new formula gives Nk Se ise _ greater mildness and increased efficiency, ‘ ‘ e ‘ the two characteristics most valued in a: ee | ‘ en light duty product. These characteristics "ae da SANE ae ~ have been effectively pointed up by ‘pink . Dreft’s.unique. qualities — a.cosmetic pink ' . E : , color, a rose perfurhe, and a newly developed © oo Ni ate ae en _ soft-feel om Dreft suds. 4 : ° 2 * . . > ° : . ~ . ; P - % . ‘ * Dreft has been traditionally recognized as an. tilivitins bnnthien product. Now, due . to formula improvement, a vast new potential has opened. for the préduct in the machine . washing of all special’ care jitems. from diapers and baby clothes to saints and the. new. miracle fabrics, such as Dacron and Orion. Each Dreft package carries the @;, indicating that Dreft has been certified as Kosher and. ‘ Parve by’ the Union « Orthodox Jewish Congregations of America. ~ - “© New pink Dreft. dissolves grease the ° Pink Dreft’s ieee, qualities can: )fastest way. yet. be easily demonstrated by leaving it in paste . *.¢ Dishes’ and glassware washed with pink = form on a piece of white cloth for 15 min- ‘Dreft dry sparkling clean without wiping , a as ; or ‘polishing. utes. or so. When the fabric is rinsed, no ink 7 — ‘ © New pink Dreft gives iccenetl yet safe pink stain remains. The fabric actually cleaning of all special care fabrics ‘whether. !00ks whiter and brighter due to pink Dreft’s. washed by ‘machine or by hand. , outstanding whitening qualities, +> 45x 7 = 0k ‘Joy was the first t liquid detergent to win strong corsumer approval nationally. This Aa " guecéss. was aghieved primarily because Joy f Pe ir A is a liquid concentrate tailored from the a | Rate very beginning of its development to give ; housewives a specialized product for dish- G 7 : non-alkaline-and, because of its mildness, it {s excelfent for fine “fabrics, too. Joy’s superior grease-cutting performance also makes & excellent ee ine . Kf : SPIC AND i ~~ 2 oe ee et ON See Ne . PRT 6 a TT ee ’ ° There is more Spic ani Span sold hein all othér cleaners combined. , © More women use Spic and Span to clean walls, ,woodwork and linoleum than any —. ‘Product in America. . Its use for cleaning linoleurn floors, a very frequenf household job, makes Spic . and Span a year-round best seller. Spring . and fall house-cleaning provide heavy addi- tional volume during those seasons. SPAN “Orice over —no rinsing, no wiping” The Company purchased Spic and. Span in . 1945: The consumers’ response to the Com-’ pany’s advertising .and promotion of this brand was immediate. Marketing areas were expanded as fast as production facilities would permit, and national distribution was se reached‘in 1947. ‘The advent of Spic and Span as a nationally — advertised volumé grocery item brought the | cleaner business to the grocer. The-large. . Majority of household cleaners are now pur- chased from grocers — which means addi- tional volume, store traffic, and profit for ‘ the grocery trade. In 1949 a vastly improved Spic and Span was introduced, combining greater cleaning power - , than @ver before with mildness for hands. " pic and Span cleans ‘linoleum, painted woodwork, walls; floors, furniture, ‘all. varnished surfaces, enamel, tile, and porcelain with no rinsing and no wiping. | ® It is the only ‘product of its type sup- ported by national advertising. This means faster turnover, more profit for the dealer. © Spic and Span. can ‘be spectacularly ” demonstrated by washing a spot on the wall, door, or counter. The. result will be more convincing than anything you can say. . The, Economy size, packed 12 to a case, counts for 11% cases statistically. 7 AMERICAN FAMILY FLAKES”. 2 ae . “In and around greater Chicago, preferred are i. for dishes we for laundry over any other The American Family name is more than , 100 years old. It was first used in 1839 and because of the reputation for highest quality which the product fiis always enjoyed, American Famil#t Flakes has long been '_ Chicago’s favorite package soap. - ; @ Valuable premium stains are imprint- ed on all packages; these couporis may be redeemed’ on a great variety of attractive . ic Women can get three-way better wash- 5a, is 4 white, bright, safe—with American eee * Family ‘Flakes. For dishwashing and other . household -cleaning jobs, American Family _— have amazing grease-cutting: ability. - AMERICAN FAMILY SOAP | - .e Ananda Family. Soap is perfect for ° American Far.iily Soap is economical. dishwashing because of its grease-cutting ete . efficiency combined with outstanding mild- Each wrapper bears a valuable premium , ness to hands. It also enjoys great accept- coupon. Many attractive merchandise arti- ance for laundry. use. — . 6: cles are available for these coupons. Q . FAMILY DETERGENT Sp a _ «AMERICAN 1 “The first detergent ‘made especially ‘for the hard water in and around greater Chicago.” ra o- ge ? ' American Family Detergent is the newest | | : member of the most famous “family” in Chicago which dates bad to 1839. The ad- | dition of American Fam@jy Detergent gives | , the housewife a choice of either a soap or i | - | _a detergent the. American Family } | | es ; : ; a. “ > Ailes Family Detergent is’ ideal for layndry, for. icin. and for general cleaning. . —_— | : : bd Auserican Family Detergent enables the printed on all packages; these may. be re- housewife to obtain the whitest,’ cleanest deemed on a variety of attractive premiums. — wash possible in the hard water in and tae a : e age © Each American Family Detergent pack- around Chicago. - ¢ age carries the @ indicating that American “ae a - “Family Detergent. has been certified as * As.on all American Family products, Kosher and Parve by the-Union of Orthodox. there ‘are valuable premium coupons’ im- Jewish Congregations of America. .. nae ¢ ° . - 4x °C a .. See | | THE WHITE -NAPHTHA SOAP) f ’ PandG, one of the Company’s oldest brands, was first marketed in 1905.- Until wartime shortages caused it to disappear temporarily “from dealers” shelves . it was the largest- selling bar laundry soap in America. * P and G, The White Naphtha iii is an economical soap for all kinds of cleaning, —. ‘work, and laundry. ° P and G’s suds give utekc action in water of any temperature — cool, lukewarm, or : hot; and they rinse out rapidly. ‘© Ounce for ounce, P and G gives big value « © Many women who use package soaps wouldn’t be without PandG bes extra-dirty spots. — 4 = © There is good « display sind identification value in the snappy blue and white wax wrapper — and it seals out air, keeping ‘PandG fresh and easy to use. . * | } | i a 4 { : he pic ita alaldiacie WOM a IY me GP MEDD LBL Se PRAT EE Crisco. - Three major Crisco uses are for making cakes .. * “America’s best-liked, largest sling vege- . table shortening.” | pe a ey | in 1911! —— since. its introduction” 1. @ hee ee yarpgenated, pure vegetable a having been homogenized since 1912. Crisco is actu- ally creamier and easier to blend than _any other — brand -of vegetable shortening. 2. Cc gen’ ‘and ‘introduced the can’t fail” pastry method which assures flaky, tender pie crust every time. 3. Crisco developed and introduced the pat- ented “x” ingredient which makes any cake a better cake. This ingrédient also makes “Quick Method” cakes possible. With Crisco and this time-saving method, cakes are lighter, richer, more moist and more tender. 4. Crisco i en for, all kinds of frying « and doctors agree that foods fried p prop- erly in Crisco are highly digestible. It is - reusable for deep frying and is therefore economical. Crisco does not carry over the — of one food to another. r . pastry .. ae and deep-fried foods. Other usages, include making hot breads, cookies and all.other foods that require shortening. bd Criseo is unconditionally , guaranteed. - Every dealer is authorized to refund the pur- chase price if for any reason a consumer is _ dissatisfied. This guarantee appears on each can. Each can also carries the stamp of ap- _proval of the Good Housekeeping Magazime. * Crisco has no flavor or odor. It helps bring out all the natural flavor of foods ‘ with which it is used. s * Crisco’s “Recipe Roundup” labels are unique. in shortenings. It’s the only label, printed inside and outside with 4 different .damage any shortening. C assortments of recipes in- each case. These are changed periodically. * Crisco keeps fresh without refrigeration. Its keeping qualities are superior. to. lard,” butter, margarine, or any competitor's : shortening. Because of its exelusive air-free - method of packing; Crisco is better protect- ed for freshness. However, excess heat dn “should not be displayed in the direct sunlight during summer months and should never be stored. near het radiators or furnaces. . Bat . 1 EGE Pots -_ « 2 : . pppoe Rede arias & wenn; . INS fig BIE PEO ME LOLA 4 A ed Se pies OD RRR eS IDE INE « . rH aes og 2 oe ‘ . Jee > on K = ™ i ° ° ei . : fe 3 } a. Ve: UFO yo - = : ss | “The New Miracle Golden Shortening” ‘s 6 . New’ ‘golden Fluffo is. ‘the culmination of | ¥~e. In baking, golden Fluffo for the first. time lets the housewife actually see when flour and other ingredients are properly blended with shortening, which .is particu- larly important in pastry and biscuits. Sy ig ® Golden Fluffo is economical to use. It stays clear and light for deep frying, per- — mitting re-use seven or eight times, even more with proper care. Fluffo does not carry . over’ the flavor of one food to another. ®:. Golden Fluffo is kitchen guaranteed to give superior baking and frying results. Every: dealer is authorized to refund the Re ay ene AT pletely. satisfied. 16 years of research. It ia a completely new blend of - several of the finest shortening ‘ingredients: and is made by an exclusive Procter & Gamble process. Because it is made from several ingredients, Fluffo can _ perform in baking. and-frying in a superior ~ manner. New Filuffo is . golden yellow in color. With golden Fluffo housewives ‘can. prepare baked and fried foods that are more golden brown, more appetizing, and more * “Golden Fluffo requires no refrigeration. See ee ee © © Golden Fluffo represents tremendous new business opportunity. Fluffo gives re- _ sults that cannot be matched by any com- e Excess heat can damage any shortening. ‘e Golden Ftfo is pure shortening — nota table spread. - ° Fluffo :should not be displayed in direct - _ sunlight during summer months and should nover be stored near hot radiators or pad tes arama a4 reel iets eee Advantages to the consumer and dealer ap- plying to individual brangs are listed on the 2 a "Talking Points For Our Brands c . nina ef ek ante fe pe aa, atenas teas Sen We Can ,preceding pages. Below: are advantages mers. ee ; e "applying to all brands: ~ 1, Our brands are profitable. They have a re] rapid turnover and yield the dealer's sub- tanial dollar and cent profit. . ~ re) 2. Our brands move—consumers want them. : The power of our advertising and the qual-_ "ity of: our’ products join to attract new *. customers’and to keep old customers faithful to our line. Ras - 3, Our brands are easy to handle. There is no wastage, no shrinkage, and no spoilage. Our products do not -require refrigeration, or special handling. Shelf space and: display, space devoted to our soaps and shortening will show a greater dollar-sales volume and — _ profit return than can be obtained from’ most other grocery items. . Giant Economy Packages — All. of our brands — Duz, Oxydol, Tide, Cheer, Ameri- can Family Flakes, Ivory Snow, Joy, Ameri- _ can Family Detergent, Ivory Flakes, and Dreft. (in addition to Economy Spie and Span: 12's) are packed in the Giant Econ- omy sizes. ® ‘Di offer the folowing advantages to the dealer: 1. He can make the same profit on ogy ten Giant Economy ° sales ‘as on tventy dome : " -Regular-packages. 2. He earns the same merchandising. allow- ance on ten Giant Economy packages as on twenty-four Regular packages, ° - 3. His handling costs are reduced consider- sales. item. ably. “‘Tén-Giant Economy packages can be . handled for practically the same cost as _ ten Regular packages. «» 4. The Giant Economy package fulfills p-- real need. With package soap used three or ‘more times daily in the average home, _ many’ consumers appreciate having on hand thé ample supply which the Giant Economy size provides. It is a converiience as well as : an: economy. : 5. Consumers are educated to. think-in terms of economy-sized packages; hence, the Giant Economy package is an excellent impulse’ , o & DL Saale aE “ WHAT HAS: TO BE (DONE AND WHY The four responsibilities of your job are: = 1. TO SELL ca ¢ : TO. HELP THE TRADE RESELL = 3 | - emcee -TOBUILD GOODWILL os TO-OPERATE EFFICIENTLY AND ECONOMICALLY We shall consider each of these pemmnamaain individually to see what consti- - tutes joe well done. ‘ _ L._.To Sell Your selling seer ancreceoad is two-fold: To sell or exceed your sales -quota on ___every brand. ; each brand and size. © Your first importan? selling sapunataliiiy 2. to reach or exceed your sales. quota on each brand. These quotas have been carefully de- termined; they are based on reasonable gains °. ; "over previous shipments ‘into your territory ’ 6 and represent fair sales objectives. They are important figures in the Company's planning. as the combined quotas—for_all_ men _ form _ ~ the basis of the production schedules. Added compensation. the.profit sharing plans, guar- is | anteed employment, and. the Company’s con- ‘tinued progress depend upon the 5 earn of quotas. eet In your Section, the responsibility is yours to make sure that each brand moves ahead. To perfect and maintain distribution for. | ’ Your second important selling responsibility — “is to sée that all of our brands and sizes are stocked wherever they can logically be sold. Tis i.e. “to — ‘and maintain distribution. When a consumer looks for one ¢ of our bra eee fails to find it on.the dealer’s shelf, and pur- chases a competitive brand, that sale is irrev- ocably lost for you and the Company. When the consumer insists on ‘getting our brand — and goes to another store for it, a sale is jrrevocably lost for the dealer and he may — even be. Josing a customer. . The Company" s advertising sad goodwill have created a huge demand for our products, and you have the responsibility | of seeing that stocks in the stéres in’ your Section are ade- quate to fill. this demand. Allowing a dealer to run short on a brand hurts his business; he cannot sell what he doesn’t have, and he _ cannot make a profit on — he doesn’ t sell. ae |B To Help The Trade Resell Only when our products find their way into ° ’ the ‘home are they consumed and does re- peat business result for the dealer and the . Company. you must © 7 * > Plan at least double the volume that ts es PROMOTIONS 2 a ay » The _promotions “used re Company to induoeexsmumee te perched wu Yeand ary ; eae ROTA URIS POR UN PBPes Poe Tae os + _ = would ordinarily be ieighe of each promo- a tion brand so that the dealer will have suffi-. a cient stock-to cover his normal requirements plus the extra drain or his stocks which will result from* vee with the # promotion. e Show the dealer whet the offer means ‘in terms of additional business and profit for _him. Do this without going into too many’ “details about the offer itself. . * - Only when the dealer objects to what is ‘ planned should it be necessary to go into “more detail regarding a contest or mail-in ‘ offer. You should, however, be well armed With additional: information - and talking points ‘so that these can be: presented in- telligently and forcefully in order to sell the volume planned. With key dealers, make a. somewhat mor¢ complete explanation of: the promotion, stressing particularly’ the need _ for and the value ‘to the desler of ‘strong ea in“his publicity and display. ddiik hth dake ‘displays of the brands invoived. Place entry ended Menke and esters baal stores ‘ a . ° 6 gt ° 4 & @ oe me : oe ) ~ aC eee am Qt ete tention ~ a - ‘ a Sr. ae ° , Impress upon the debi that each entry or "order blank can help make em sale for-him — : . if it is used -right.. In ‘self-service stores: in” place entry or order ee display, ; lanks close to.the brands on the shelf. In service stores: place entry or order blanks. in the most prominent spots; have them en- .. _ closed with outgoing orders. Familiarize the . -clerks with the offer; get them. to push it. a 6 , : all Br? Seat gee SPO gs every-advertising account, obtain one. or more features for each promotion. Get . one feature at the beginning, announcing the offer;.try to secure a second when the promotion is'at its peak. ° If you handle a chain hiislasia arrange for forced drafts to ‘the stores or obtain authority for the store managers to place’ | special orders for the pgomation. brands. age "Merchandising / Allowance CS. Oscastonally the Company may place a merchandising allowance on a brand for a limited time, as a special inducement to fhe _ trade to. buy and to push its sale. « For retail dealers, the merchandising allow- - - ance will usually - " deductade, from our © ” invoices. For. jobbers Bry, chain warehouses, the - merchandising allowance will generally be handled on a “Count ‘and ” Recount” basis. ‘Such accounts are billed at the regular list oe for, the stock they purchase. Their stock is counted at the ‘beginning of the allowance period; to- this is added stock. - , received; and SEs wid total is deducted - stock on hand at thé close of the allowance period, in order-to determine the number of cases sold on which the allowance is due. Form D0O-27 is vised for. this purpose. Detailed instructions for handling ‘each. merchandising allowance will always 7 sent: - _ to you. “e . > - ‘ one every Srongotien ‘the. results you tain. ‘will be in direct proportion to what you-do~ and how you do it. Ample store stocks are_ needed to merchandise properly those brands — on which there is a promotion, and every . oree . | Keo VERIFIED. 4 CUSTOMER - gem pemmeers en ema , 4 “ OaTE COMPRED ———— * SHYPMENT RECORDS NOTED ne, EXTEASION CHECKED 3 ‘ oe et eel a es Ss c As tae-sosee of Aionsnce Porat enn eta. aps Sind i eth tapy cond ere eo OD 0 cad come enpeet » > er - worth-while dealer must be sold on the’value |. _to him of prominent tie-up, so that he will - proceed accordingly ak mass —" and featuring. 3° e . nd ° 5 °° : i > q , ‘we \ S i ve ‘ = ‘ « : S | | . > = 4 : é . . | ian : % : Q . : , - ’ sae Existing Arrangements Are Unsatiefactory lak en: in he sete ened: “skelter ‘with po effort made to allot shelf ‘stores is that they have grown haphazardly. space in proportion to sales, with the sOw- * Frequently: not enough space is given to soap. * est sellers sometimes having the grestest wee in proportion to its importance in terms of eamount of shelf space. The shortesing ; dollar volume and profit. Often the brands sections are eal — or. poorly SER tee salen ped meena tale arranged. — : & iniprovements That Should Bé Mode ‘ iain i a eal ie Oa who | ‘operate self-service markets arid at the same time help the business on our brands by calling attention to improvements that. should be made in shelf space and position for our products. 2% The steps to be followed in properly arrang- . * ing’a soap section are: ° Determine average weekly turnover by brands and sizes. © Alot shelf space in ratio to movement. - It is of utmost importance that this principle be followed to prevent out-of- stock situations. which experience, has ae shown to be.costly in terms of loss of “bestages “on cur, brands. ; e “Group products according to thelr use; Fine: fabric package ‘brands, heavy duty package brands, “floating and toilet soaps, | afid: bar laundry soaps. as Place fastest selling brands first in line ‘of traffic flow. ° “Place Glant;Economy and Regular sizes . together - - On - the shelf. Give the Giant ™ . «Economy size the “first spot.” ° Place Personal Size Ivory in the toilet soap section, not with other Ivory sizes. “In addition to the basic principles just ‘stated, the following ideas find ‘application a. All scape and synthetics, both package and bar, should be in one general location. This. - arrangement speeds ‘traffic and is much more convenient for the consumer. Dialers operating self-cervice markets that have old-style shelving ‘consisting of four- or five-shelf fixtures should be encouraged: “to remove the first and perhaps even the — second shelf from the bottom in’ those sec tions where large package products will be Stocked. It is usually not difficult or costly to do this, and. it will help make the house- hold departmerit modern and’ efficient. When Regular’ and Giant Economy packages are placed low and flat, restocking is much easier and faster. In markets handling a large volume of package products, » sizable . labor saving can thus be made. In addition to the labor saved in stocking the shelves, there-is a further saving in that at no time need package products high on the top shelf be moved forward so that they can be reached by the consumer. sind, Sickie: nests sen inl le - among’ the package products, their sale increases. The principle is much like that of placing desserts first in a cafeteria. ; In carrying out the above objectives, it is positively not the Company's desire to dis- place any competitive products, nor to lessen the. space that any competitive product . merits based on its movement. Action To Be Taken In your day-to-day work, you. will come tinprovement from which one'or. two brands across flagrant exgmples of the misuse of will benefit can be made easily and quickly, space. Become aware of these..When an eee ow ” o ee et A GPE Eee ¢ ae a: A complete rearrangement of a soap section takes considerable time and must be handled ‘ by the store’s own personnel. You can help a store operator plan the rearrangement that should be made, without spending an exces- : sive amount of time, by laying out facings © . . in order to determine the best possible arrangement of the brands on the’ shelves. You may also find it helpful to illustrate: your proposed —— on a shelf layout i. . sheet (DO-8). - While facings are being laid out, strive for . desirable shelf space for our brands as jus- tified by their movement. Desirable shelf - space is: © Between hip and arm level. Regular package products stacked on the bottom shelf should “come up to this height. . ¢ The first-approach position where there is a distinct traffic flow * End locations where there is a traffic flow from several directions Whenever there has been = rearrangement, | _ make sure everyone in the store who has anything to.do with restocking the’ soap section is thoroughly sold on the advantages of the new set-up. Monday. Morning Is Ideal Time - Early Monday morning is the best time to judge the efficiency of a soap section. The shelves will be bare when fast-selling brands ‘do not have enough shelf space—indisputa- ble proof that business was lost on ininibie Monday morning is: also generally the best time to have goap sections rearranged be- - cause shelf stock is then at its lowest. Markets to be Built or Remodeled In ‘nail to is built or minetiiel. the time to get more shelf space and the right kind — of shelving for soap is before the new store layout is decided upon. The time to get the right arrangement of the brands on the shelf is when the shelves are first stocked. Follow-Up on Initial Sales. On the canvass following the one on which an initial sale is made, take. the time to ’ ‘make sure that brand has proper shelf. Se Fe eS ee ses es tetetall ik. oil tei ims oie case in the stock room and repeat business for that brand is. blocked ee ee Releoe -zeatslAONt OL ONIGHOOOV gAuasaa AGHL NOLLISOd aNv GOVdS ATAHS AHL SONVUa ano you wEnons OL a8 GINOHS SIALLOarao UNOX “LAMAVA AOAUAS-71AS-V NI lees LNIWLYVd3Id dvos - eee TEL 410 MO14 -_—_— - ° FY) r Sat aa ) Ra te cd Ye) Egy ede to ‘ i ad a AL te : en rat : gis an 9S ad 2. ° te > A good display has ces oO » It is in a proper location. . : It is large enough to command jttention. It is-so arranged that it invites self- service. It shows a price and a reason for buying. -- ; In a self-service store a soap display will be most. effective -if it is in or near the svsap “section or the approach to it. A Crisco dis- play should be Nocnted close to the didn, ings or in a heavy. traffic aisle. Sometimes an ‘additional display of Crisco -can ‘be: ob- tained’ in the meat department. In a service store a display of soap or Crisco should be located in a prominent spot, accessible to the . customer for self-service. Near the cash register or scales are generally good loca- _ . - It builds profits. There 2 are no items in his “do you need any soap today?” Many extra — Seas Rental for Displays Pree ; gies you spend DCM,.you are paying Ser on display, ion. a orl must * made be- a display service the dealer has agreed to . fore DCM cambe paid. It may be necessary render. If our brands are not on display for you to assist in making displays,. but when you enter the store, or- ‘if you are not the dealer or his clerk ‘should bring S - provided with evidence that they have been the stock room the full cases néeded. a > Secure the Dealer's 5 Help in Making Displays If you ot the pons work to be effective - a display is to list the cases needed on a- ‘and long-lasting, , Secure the help of the Plan Slip and hand this to the dealer, saying, dealer or his clerk. Most of us do not fully 74 “If you will have (name of clerk) bring up appreciate that which we get for nothing. these rases, I'll help you display them, and. ‘The dealer and his clerks will value displays then I’tan pay you for this.” Some- which have cost them time and effort, and times the slip can be turned over directly to such displays will be maintained: i: ‘ Bt “Amounts of $5.00 or less should be paid in cash. When the amount is more than $5.00, “send the payment toucher to your District . Office for payment by check. Cross out, on Ge eee ee ee Oe ee payment not desired. iaicadin sth tenets tetebeesi tin the “atatement that the goods have been deliv- ered and that the contract has been fulfilled; . sign this statement yourself. : heii tee bene Suaiae to gee ale Report as a receipt for the cash payment you made or send it to your District Office as a request for a check to be sent when more tha. $8.00 is due. , ¥e- .. Se sha gost dovaiell:ty-the Gavinin. vine délivered by a jobber or association head- quarters, check their invoice to make sure _ _ delivery was made as ordered, and record the date of the invoice in the space provided for this on. the payment name. * -; . Class, 3 aniieat on which more than $5. 90 ‘is due and which cover orders delivered’ by | a. jobber or. an association headquarters must.» : be substantiated by hale invoices. Attach ‘voucher. Mark the-job- ; ber’s invoice “DCM coal and sign your *. these invoices to the ‘payment voucher wien retGirning.it to your District Office. The in- Sehene een ne epee fe a Shel erat “DCM paid.” - ‘Kabding DOM Bet Wie Qbek be Through a Jobber Are Not. Delivered as Written — If at any time the assortmett _ received from a jobber or association hesd- 7: quarters is less than the assortment sold by you, it is your responsibility to decrease the amount of Class 3 DCM due. If, for example, : you sold a 10-case order to. dealer for delivery by a jobber and the dealer received only 5 cases, no Class-3 DCM. would be — due on that order;inasmuch as the amount involved does not equal the required 40¢ _ minimum beer Display. Or, if 10 ° delivered, you must reduce the payment by 12 cents. ay : ° The amouit paid on a Class $ DCM agree ment must never. be larger for arly brand or size than the ‘ ‘amount due on the order writ- eal ten by you. If, for example, the dealer or- : dered 10 cases from you for shipment’ ‘by a jobber and later increased this order to 12 cases, DCM ®ould. be ‘due only on the ; or’ of the order sold by you, 10 cases. ; ‘Failure to Perform Renived Display Service ae Ifa desler fails to perform the required dis- play’ service, give him until your next call to ‘ fulfiJl the requirements: If the neil ten not- been .performed ‘by the: end of the extended period, mark the Class 3 DCM payment vou er “VOID” and return it to your District ‘Office. Class 3 DCM contracts: g Nebo have ‘a Class 8 - nasal ee: voucher was cancelled or . expire ninety days after shipment of the * goods and are at that time considered void unless payment “was not made because of your failure to call on the dealer or because Bo * the dealer has been granted additional time ~ to render the required: service. ° Cancelled or Refused Orders ; refused, mark . the voucher “VOID” and _ return it to your District. Osten at once. , BIN Bt OR Ea Dh BER Mea OE! Ade SC OR DD lar ARPT TRIP-TO-TRIP PAYMENT OF: GLASS 2 DCM Part B of the Class 8 Cooperative Merchan-- _ dising Agreement Form enables you to pay a dealer an additional 3¢ per cade (increas- ing.the payment per case from 6¢ to %) for those brands on the order that were featured in newspapers or in handbills or through other direct consumer promotion, in addition to Regular Display. When the order is placed, handle the Co- operative Merchandising Agreement exactly as you do for Regular Display. The District © “Office will.compute and enter the amount of DCM due for Regular Display and the form will Ge returned to you to serve as a pay- ment voucher. » “ee (On your next trip, if you find that in aiddi- r tion to Regular Display, the dealer has given certain of our brands featuring in accord- ance with Part B of the Cooperative Mer- chandising Agreement, proceed as follows: Place check marks on the’ form (now the payment voucher) beside the names of the brands so featured. - Determine the number. of cases on the order of the brands featured and com- pute: the’ ‘additional amount: of DCM due at.B¢ per statistical case aie for each half case, 4! \g¢ for Spie’and Span 12s). Add this to the amount due for Regular Display (previously. qnneet by. the District Office). Attach proof of featuting to the, pay- ment voucher when you send it to the Distetet Gitte, 6s is tt ln ona 2 signature ,.re- . quired, method of payment, proof of de- livery of jobber or association orders, and cancellations. — handle payment | vouchers on which Part B applies ex- actly as you handle vouchets that cover only Regular Display. It has been found that this wiper, Class 2 DCM plan is preferred by dealers whose . potential annual DCM earnings are relatively -. small. Such dealers generally ‘handle: their own advertising, and .the trip-to-trip plan eliminates the ‘necessity for their keeping any records except the actual proof. of ads: rin sintte-the salesman’s last trip. Providing planned ads covering the brands purchased on every trip and paying for these ads on the next trip not only saves detail, but en- ables the dealer to fulfill the requirements and earn more DCM money. CLASS 1 AND 2 DCM ahi, Coopers “Cooperative Merchants Agreement, Form D@-50 © This agreement form is used for all mer- chandisers rendering service under our Class 1.or Class 2 plan. and is to be filled out. in triplicate. Send the original to the District Office, eae the duplicate with the merchandiser at the time the contract is made, and retain the third copy for Tollow- up pape. 76X AREER RPS OR CH ENA 58 OE _~ — s era. igi oe amie “It, is desirable that all contracts under Class 1 or “Class 2 be on an annual calendar year, basis with the understanding that we are willing to © pay the merchandiser at the end of each four-month period, based on per- fagmance and shipments to date, less any previous “interim” payments. Contracts for a period of four months. are permissible, where ses with rea ments as to number of features ceneatiead + to the annual requirement for each brand. Strive to have the requirements of all annual . DCM contracts. fulfilled by November 30 or . earlier, ‘if possible. _ Make contracts for the following year on your November-December canvass upon ’ authorization by your District Office, "and f arrange early January ads at that time. Schedule of Featuring With all accounts rendering merchandising ‘ service under our Class.1 or Class 2 plan, a definite'schedule of features to be run should be established as far in advance as possible. Making Payment Whenever an “interim” payment is to be made on a Class 1 or Class 2 agreement, which usually is every four months, the request for this, addressed to the District Office, should be accompanied by: 1. Proof of the merchandising rendered for ‘which payment’is to be made. It is the merchandiser’s responsibility to submit newspaper tear sheets, handbills, post cards, etc., as proof of the advertising our brands received. However, for ac- counts for which the District Office is able to check newspaper advertising, tear sheets need not be submitted be- cause DCM will be paid on the basis of. the Report of Adv ertising pee in ‘' District Office. - 2. “Proof of delivery of orders sold by you for shipment by a ber or association headquarters. A handiser operat- ing under a DO-50 &ntract, who buys _ other than direct, should therefore be . instructed to retain his copy of every »% order written by. you ‘and to attach to- | this - jobber’s or the association's in- voice substantiating delivery. Copies of your orders together with these’ invoices must te sent to the District Office. The District, Office will always return all such invoices to-the merchandiser; they will ‘be stamped “DEM paid.” The reverse side of Form DO-50 is filled out by the District Office for every contract account and sent to you at the end of each payment period. —: Even without DCM our brands would be fea- _ tured; with DCM, it is your responsibility té make sure that full value is received. All requirements of the DCM. Plan are minimum requirements . both as to space and number : of features, : and it should be your objective to get more space’ and a greater number of features for every one of our r Wygpnds. When you discuss pee with your trade, ae > 80x If any questions - arise concerning DCM, which you cannot clearly answer from the _ instructions in this Manual, get in touch - with your Unit Manager or District Office. When You Spend DCM, You Are the Buyer stress what the DCM payments amount to in total dollars and cents for a given period, - based on ‘the volume of business of each of « our brands.. “This is far more aes ots than the rate per case. Be on the lookout constantly for new adver- ‘tisers who can feature our brands. Strive to” have at least one or two of our brands in every grocery trade advertisement. ek BUILDING GOODWILL When you have’ a dealer’s goodwill you have his interest and confidence; your entire re- lationship is more pleasant, and with less’. effort you get better results in sales and mer- chandising ; your brands will be favored when a decision is to be made as to what should be displayed, which brands are to have preferred shelf space, or which brands are to be Goodwill cainot be bought. It must. be - éarned. The principles on which it is built are simple. ° The dealer must have confidence in you. He must feel that you know your business; that you are acquainted with some of the problems of his business; and above all, that _ he can depend on what you tell him. Never ' promise more. than you can fulfil; live up to every Promise made. © The desler must be aware of the advan- tages of handling our line. The requisites of a brand or a product that a dealer should ie sogiinotes 1. It should fill a basic need. 2. Its quality should be right, so that it “ ean be recommended without reservation. 8. It should represent good value for the. consumer. - 4. It should be easy and’ anaemia to handle. * 5. It should sell, well. 6. It should not require too —_ an investment. . 7. It should show a profit. 8. It should bring repeat business. |, Our brands meet every one of these eight requisites, and in addition, they can be used to attract business for other items. But it is easy to take these things for granted. The. dealer often fails to realize how desirable and how profitable is his distributorship of the Procter & Gamble line. It is for this reason that the advantages our brands provide must ee , s With every buyer, ie or indirect, atte. rale or retail, these points should be stressed ‘at vs erary qepertaany's Our brands fill a basic need. They can always be recommended ; their qualit¥ is guaranteed unconditionally. -Further- more, they are priced right so that they represent the greatest value at the lowest | Our brands are pre-sold. The Company's extensive advertising insures turnover. . Our brands are not shelf-warmers. -Ad- . vertising sends customers to the stores for our brands; it is only necessary to show them to aell them. "3 Our brands are profitable; they have a rapid turnover; and: because they are non-perishable and easy to handle, they have a lower handling cost than most ’ items. : : bd ° y ou call on all deniers réguiaity and help. . ‘speed up the movement of our brands by — providing merchandising ideas and ma- terial. ~ 5a ‘Every dealer has an opportunity to earn DCM in accordance with the service - is = to render. casa tas Wibaaiaes ots Waiads to our basic selling policies. 4 * getting them to understand the fairness of . Heredre a few other suggestions for building goodwill \= ‘Do net let fallre to all dlaturb your re ‘ lationship with a dealer. You will, of. course, — try hard to get the order, but if you fail, ‘\éave the dealer with the feeling that you. will be glad to se him on your next trip and © that you and he will then beable to do business. rile ’ v ° Do not slight a clerk. In his present ex: pacity he may be able to help the sale. of-our brands, and at some future time he may: be the owned of the business ~ » your Company.’ © Do not make ee remarks’ "about a competitor or hin products. This does not mean that you should refrain from ‘call- ing “attention'to’the advahtages and superi- apn erences 9. "At. every po tell your “trade # about the Company's personnel policies, such as guaranteed employment and profit shar- ~.ing, Make it clear that lower ‘manufacturing costs; lower sales costs; superior buying; advertising power; and, above all, layal per- sonnel have made the Company a leader in the soap~and shortening industry. ° In every ‘situation, represent the Com: pany faithfully, standing xquarely for all of its policies and ideals. Reflect your belief in , ? op Paes TH : ; P . bie > ‘ INTERDEPA RTMENTAL CORRESPONDENCE | THE PROCTER & GAMBLE COMPANIES Our CSM program inaugurated in‘ January'of this yéar has resulted in a marked improvement in the effectiveness of our work with reel . most important segment of our trade. - To provide an additional stimlus to ‘the program, and to establish minimum requirements for classifying soap and detergent departments as being satisfactory, we are attaching a CSM booklet which is to be used as a basis for discussion with the retail salesman by his Unit or District Manager, It is essential that, each salesman thorougiiy aoa ee that .- : ” . While CSM's ‘represent tut _._ -$ of the District's outlets, _. they control of the volume (use pinees —— to your District). 2. ‘Effective execution of sae CSM program can produce substantial extra volume and directly affect his Added Compensation earnings. To be sttensase,: adequate time must be allotted to this work. It is not to be administered on a “one shot" or "hit or miss" basis, but as @ continuing: progran of developing -satisfa relations with CSM - ’> personnel and their management which will r t ag attaining our i aati a outlined, . > A copy of* the booklet is stoviiled for you and’ each of your Unit Méinagers. . The booklets are not to be shown to the trade. They are to be used ~ solely for training purposes within our own organization. Copies are * not to be left with retail salesmen, Each booklet is numbered and it. is the responsibility of the District and Unit Manager ta be certain, . , that they are properly handled. 4 . Under separate cover we are sending you mystic dashboard Slane imprinted with our five basic CSM objectives. At the ene of the discussion with each salesman, a sticker should be pres ented to .« him,” The,clamp affixed to the stickers will serve as ‘a convenient “place to keep the salesman's route list for the day and other papers, The stickers will also become a permanent reminder to thé salesman \. of the objectives and procedures of our. CSé frogram and its impor t cen rf sa tea eens +... FEDERAL TRADE COMMISSION, 83X poci:et mo, sen” £520.23 exuart mo, Z ) PU YOOS HOD WSD.“E 03 e1eq woupied yodey °S iy : ees yo een 04 probes (69Z OG) suOHsnuysy mo_oy 2 - qeuuoted wep sedoud yo wowueyo 04 sepuodeomp HD qT” sroyenbpeay 0} dyson . _* 480g YOD WO WoYSTUEBIC WO WPS 20) SeQyd joys PETLOYIND uOUNO PICIeY °B | ee eee | " saved Anjdnip jouoyowoud yo 967) “g 0 a _“shojdsip jowoweddns -Z 5 = yioddns _- Heeeacoremeentona eed wow eee al epa so $ SujspueyosaW YSYUZ “E JOry201d eseym 04 ONDS UF ; ; ON ee ; ; , woRsog pue coeds ous" (692 00 20d 80) “ero PUIG o 04 poder “esnoyssOM "M0, H.°D ey : ; Pe “5 Sada cete okey anh SuUORnIpudD ~ -digs eyoypeuiay 20} eBua0 ‘jonpypel sedoxd 04 vowpucs yedes ‘e108 AMO, HY ~ ypoyg yo yno yuanedg 7 4 UOLNGL}SIG 292}19d “T f : +t t + a Ey 8 q ie Ve ee ainpeooud * SOS So: - eagoafgo. an RGA Ne an © ywowejduy © ASX | woperede pores pereuredt a oe ee 7 0. : Gee estes lis hed Gite soe aioe ooo agp? ap cn gh Ging an ony Pn) “Spu0sg Buyjes 12810) voy - SINaWuuvaaa TW J9VdS i 02 s0uRu Ueyn spas mo; puD ‘Ainp wBy ‘Ainp : Aapey Om} peyouodes you weupodeg eBoipog “¢ « "iy - _ *Buyynses syyoueg eyo ou yum jueweBuou082 olow © Sages pypen : + $YDS pesepysuco eq Aow yuoweBuoury “spas moj “Ainp wyBy ‘Ainp Gece meh NeE TO, "Hei Oy O% seyou puo uoydeaxe seg) ~szeyeBoy you spuniq fat P Ey-eomentap yee ti wewpodep doos ey 04 js20/p6 40 uw so0ds weuouued peuBisso 810 Aoy Burpircud puosg (Oy) JO SOz}S JOYIO YUM pesojd 9q jou peou sz P ©q 10U pS eu 5,09 se/0N “doos 4990) Wu 16a woudearg -s0yed jo ee SR RR Ot Ie Oe o> has - 4 axou seyye 0q Aow 5, Z 80g “SORE seo woy eyouodes 5.97 “he peyoundes jou doog yay0) ‘pin ‘eBorpog ss | se: mei i Re | MANU &. 4s0;20}3y08un) yp) 40 Sf #0 pepuo Ber 810 YIM SUONDIONO . . -sueweBuouo ines 20 fes2Ac2 A20)2058yDS) § so @q 0% $} jueWpOdep weBseep - . puo door oj You a9 nu ony seus unt 10 mojo PoUa pubis wojnn epond ot pom teh ial (410}92)spesun) oe “ddOg 48p0) ‘piabn ‘eBorpog 40} juawpodep eoundeg *7 LuSwSOHVUUY (AsojoRjsnes)S pue decs Jo uaxeniysegja : we | P 4 ‘ J “% . 4 - i : so ‘ a yl / ThE PRINCIPLES OF. PROPER SHELF ARRANGEMENT. P ~ Tye FoLLowine PHOTOGRAPHS AND EXPLANATIONS ILLUSTRATE . ENTATIVE OF ANY PARTICULAR STORE. - shhh eh a pate ae OT NECI GIVEN ane ARE.N itis: § Poste aeeananas aaa ~! | THE SPACE AND Pt POSITION = + r . x : — ’ aE 3 - 2 = - 2 An = a Tes I ag pe. Tos! fe iw: ERRERRSS.) . ‘* : “P ae b\ : Fe a’ 5 ‘ A . 2 \ ) % *, mom PESSSSPSESDS ‘ pashannnans ei it aebrrenesegs gy |: te. ae eecdyak: RUEEEEEREEE GL cht punenengenes gh | Ce hehed ud. PKG. es SATISFACTORY ARRANGEMENT AND SPACE, 30 FOOT, SOAP AND W pas. e~ | U0. - UA package department. This minimum requirement for there is no completely segregated liquid department, arrangement from meeting our aoe ; ‘ 1 UNSATISFACTORY ARRANGEMENT — PACKAGE, LIQUID, . This orrangement hos a liquid ploced in the TOILET SOAP NOT SEPARATED prevents the S arrangement as > ain,’ ouverts goN UY MONON 3 y uy 1 AU vo we 62 + PKG. REPORT \ aire ey 2 Ss oes be Te +0 _——— OF COMPANY BRANDS NOT TOGETHER This arrangement has sizes of package soaps grouped together. . iS EDN cy how o Oy) CEU CUMS ' t 4! ABO oo "?e At’ rbarie & P Trtitiitige. 9 = ae ghaadedeannd penser (Si geaeaeeecd | | ae. ‘ Sa aNe .% t ina | rive 2 UNSATISFACTORY ARRANGEMENT — WITHIN EACH DEPARTMENT ALL SIZES fe apes —s“s“ne eee eee =. . ‘ easier yur tal Ata NAb NiO: way Pate 51> ~ PKG. REPORT: | This orrangement hos oll sizes of Procter & Gamble brands jogether. - » NOT TOGETHER E fae a iunktUass RRBs als 4 a * —_ js 3 . tee e eit is os — O55 ae. o3ees & Geirie Company . * “DATE 12. lig /g-qeiiness, eS - AC. RELCRTING Cu., Offigial Reporter .- Ey d Ss ae ' -” Closing not more than 90 days. At the closing: it ie f Page Tigh bk , aeneemmemnmmentin s : & If subsequent to the closing, any of the existing options shall be validly exercised by the holders thereof, upon transfer by Clorox to Buyer of the money received upon exercise of the options, Buyer further agrees to deliver to Clorox 8-1/2 shares for each 10 shares of Clorox with respect to which the option was exercised. Said obligation of Buyer shall not extend more than 120 days beyond the closing date except in the case of | option-holders who shall have died after the date hereof and not ' later than three- months after the closing date... -__ ie ° Buyer shall not be required to issue fractional shares. Also, the Buyer at the closing will assume and agree to "pay or. discharge the Company's liabilities and obligations to _ the extent and as provided in Section 8 below. " 2. Closing. .The closing of such exchange shall take _ place. at the offices of the Buyer in the Procter & Gamble Building, 301 East Sixth Street, Cincinnati, Ohio, at 10 A.M. on August l, 1957. The parties may-by mutual agreement extend the date for (a} Conveyance and Transfer by the Com > The Company 'will deliver to the Buyer such deeds and bills a sale with covenants of warranty, endorsements, assignments, and other good and sufficient instruments of transfer and conveyance as, in ‘ the opinion of Buyer's counsel, Messrs. Dinsmore, Shohl, Dinsmore & Todd, shall be effective to vest in the Buyer good and marketab title to tne assets.and business to be delivered to the Buyer .°@8 provided in this ‘Agreement. . ; (b) Payment by the Buyer. The Buyer will cause the issue and delivery To the Company of a certificate or certificates for the shares of common stock hereinbefore provided for, and will assume and agree to pay or discharge the Company's liabilities and obligations as provided in Section 8 below.. ; From time to time, .at the Buyer's request (whether at or after the closing and without further consideration) the Company will execute and deliver further instruments of conveyance and - transfer and take such other action as the Buyer reasonably may request more effectively to convey and transfer to the Buyer any of the property to be transferred hereunder, and will assist the | Buyer in the collection or reduction to- possession of said: : property. : . nets i 92X ° 3. Representations and Warranties by the Company. The Company represents warrants as follows: (a) or zation and Standing -of the . The Company is a corporation duly organized, va existing and in good standing under the laws of Delaware; copies of the. — Company's Certificate of Incorporation and all amendments thereof to date (certified by the Secretary of State of Delaware) and of the Company's By-Laws as amended to date (certified by the Company's Secretary) which have been delivered to the Buyer. are complete and .correct as of the date of this Agreement. The Company is duly licensed or qualified and in good standing as a foreign corporation in all states ‘where the Company owns property. ; . (b) Subsidiaries. The Company owns all rights, interest and property In Wattling Specialties Co., and all said; rights, interest and property shall be transferred on the closing as @ part of the herein-agreed exchange. . ; ; “(c¢) Com ‘s Authority. The execution and delivery of this Agreement to e er and the exchange contemplated hereby have been duly authorized by the Company's Board of ‘Directors, and’ the Company has delivered to the Buyer true and complete copies of the minutes of the meetings of its Board of Directors at which such authority was granted, such copies having been certified by the. Company's Secretary. Upon approval « and ratification by Company's stockholders, certified copies of the minutes of the meeting at which such action was taken shall be furnished to Buyer. a wis 4d) Financial Statements.. The Company has delivered ‘to the Buyer Copies o he Toliowing financial statements, all of which are true and complete to the best of the Company's knowledge and belief, and’ have been prepared in accordance with generally accepted accounting principles consistently followed © throughout the period indicated: ; _,. (1) balance sheets ‘of the Company as of June 30, 1956, (as certified ty Lybrand, Ross Bros. & Ronteegnesy certified public accountants) and as of December 31, 1956, (as certified by the Company's Treasurer); 11) statements of the Company's -profit and loss . including, without limitation, all taxable income ture) and of its surplus for the fiscal years , ° ; - : “accounts of every YW" ending June 30, 1950, through 1956, (as certified by _ Otherwise indica and exce as Oo the extent reflected’. ‘balance sheet, the Company. as of such date to the best of its | respect of or measured by the Company's income for any period coe _(f) Absence -of Certain Changes. Since December 31, 1956, there has not been: ; ey ee Page Tight Lybrand, Ross Bros. & Montgomery), and’ for the six months,'. period ended December 31, 1956, (aé certified _by the Company's Treasurer). é (e) Absence of Undisclosed Liabilities. ‘Except as herein or reserved against in the Company's aforesaid December 31, 1956, - knowledge and belief had no liabilities or obligations of* any. nature, whether accrued, absolute, contingent or otherwise and Whether due or to become due, including, without limitation, tax liabiliites due or to become due and whether incurred in prior to December 31, 1956, or arising out of transactions entered into, or any state of facts existing prior thereto. The foregoing shall Mpt be deemed to relate to unfunded past service © credits of the Company's pénsion plan. The Company represents and warrants that it has no knowledge nor has reasonable grounds to know of any basis for the assertion against the Company, as of December 31, 1956, of any liabilities of any nature or in any amount not fully reflected or reserved against. in the aforesaid December 31, 1956, balance sheet’ (except as herein otherwise indicated). hea ° (4) any- change in- the Company's financial‘ con- dition, assets, liabilities or business, or mode of: operations, other than changes in the- ordinary course of business, none of which has ‘been materially adverse; (11) any damage, destruction or loss (whether or not covered by insurance) materially’ and adversey.affecting the Company's properties or business, or of any material item carried in the Company's property account; . ; ' (441) any declaration, setting aside or payment of any diyidend or, other distribution in respect of the . Company's capital stock, or any direct or indirect redemption, _ purchase or other acquisition of any bf such stock, except : regular cash dividends; saa ea eS gira : rn iv) - any increase in the compensation payable or to beco payable by the Company to any of its officers, nor any increase to employees or agents, except normal ~ ae - “EK 4. increases or 4s provided in union employee contracts, : nor any.bonus payment 6r’any’ stock option, pension or any agreement or arrangement therefor made to or with any -— _ thereof; or _- . (wv) any labor trouble, or any event or condition «* of any characte, materially and adversely affecting the “Company's business or prospects. = ©, . '*(g) Tax Audits. The Company's Federal income and excess profits tax returns Fave been audited by the Bureau of Internal Revenue for all years to and including the fiscal year end - June 30, 1952. The results of. such audits are properly: reflected in the financial statements nig ag +h in the aforesaid para- graph (d). No audit was made by the Bureau of .Internal Revenue for the fiscal year ending June 30, 1953, but the statute of limitations with respect thereto has run. te (h) Title to Properties; Liens dnd Encumbrances. The Company has good and marketable title to all its properties’ and assets, real and personal, including those reflected in the aforesaid December 31, 1956, balance sheet (except as since | sold or otherwise disposed of in the ordinary course of business), subject to no mortgage, pledge, lfen, conditional sales agreement, encumbrance or’ charge except for liens shown‘on such balance sheet as securing specified liabilities set forth therein (with . Pespect to which no default exists), and except for easements and for minor imperfections of title and encumbrances, if any, which are not substantial in amount and which do rot. materially detract from the value of the properties subject thereto nor materially impair the Company's operations..~ .. (1) peat Buildings; Equipment. . The Company has delivered to e er an accurate st and summary description, certified by the Company's Treasurer, of. all real property: presently owned of record or beneficially. by the Company, together.with a brief description of all buildings located .thereon all such buildings currently used by the Company in its normal operations and the equipment therein are iri good operat condition and repair and to the best of the Company*s knowledge and belief-conform with all applicable ordinances and regulations i. and building, zoning and other laws. (Jj) Patents; Trade-Marks, etc. The Company has delivered to the Buyer an accurate list and summary description, cértified _ by the Company's Treasurer, of all patents, if any, patent s 7 ‘fe Ee a3. o. o# _ / ¥ applications, trade-marks, trade names, copyrights and licenses - presently owned or held by the Company, all of which are to the best of the Company's knowledge and belfef valid and in good standing. Poa boags \ (i) Accounts Receivable. The Company's bills and accounts receiva eat vsecember 31, 1956, are reflected in-its aforesaid Décember 31, 1956, balance sheet. (1) Contracts. he Company has no presently existing contract or commitmen beyond June 30, 1957, involving payment by the Company of more than $10,000 except as listed in Exhibit A hereto. ears » to the best of its knowledge and belief complied with all: the provisions of such instruments and of ail other contracts and commitments to which it is 4 party, and. fs not materially in default under any thereof. **. ; ® . “ , 7 . 7 ’ ‘s f ’ (m) Examination of Contracts étc. Buyer shall have to °* and including ‘Gays after delivery w n which to examine the or-befote the expiration of said 30-day period. ‘In the event the Company finds that it will bé unable (without the payment of consideration) to assign effectively any contract sO specified by Buyer, the Company shall notify Buyer of such fact in writing, whereupon Buyer, if it deems such assignment to be material, may forthwith terminate this ement. by written notice to be giver? to the Company within five 75) days after the Company notified Euyer of ‘ts inability to effect such assignment. . itu . In the event the Company finds it is unable (without the payment of consideration) to obtain a cancellation ‘of contracts which Buyer has not elected. to have assigned to-it ard assume, the Company -.shall notify Buyer of such fact in writing, . - 96X . o and unless Buyer notifies the Company in writing within five (5) days thereafter that it will indemnify and hold harmless the Company from and against. all liabilities, claims and damages thereunder, the Company may fc-thwith terminate this Agreement by written notice to the Buyer. : fas 2 - ‘(n) Compensation Paid by Compa Banks, etc. The Company has delivered to the Buyer a true and complete list as of the . date of this Agreement, certified by the Company's Treasurer, showing : ne ; ae ee ; (14). the names of 411 persons whose compensation from the Company for the fiscal year ending June 30, 1957, will equal or exceed $10,000, together with a statement of the full amount paid‘’or payable to each such person for services rendered or to be rendered in said fiscal year, - and the basis therefor; pay ie ie . (44) ‘the name of each bank in which the Company has ‘ an account or safe deposit box and the names of 211 persons authorized to draw thereon or to have access thereto; and — “(444) the names of- all persons, if any, holding. powers of attorney from the Company,-and a summary statement of. the terms thereof. . i 7 : % , ‘ (o) Litigation. Except for suits fully covered by © insurance and suits a@ character incident to the normal conduct of the Company's business and involving not more than $5,000 - in the aggregate, there is no known litigation or proceeding pending, or to the knowledge of the Company threatened, against =. or relating to the Company, its properties or business, nor does the Company ogy or have reasonable grounds to know of any , basis for any Such action, or of any governmental investigation relative to theé-Company, its properties or business, except a claim of the government of Canada for certain import duties, amounting to no more than $25,000, which is being contested. - (p) Disclosure. No representation or warranty by the Company in this Agreement, nor any statement or certificate fur- nished or to be furnished to the Buyer pursuant herego, or in connection with the transactions contemplated hereby, contains or. will contain any statement of a material fact known to be untrue or omits or will omit to state a known material fact . necessary to make the statements contained therein not misleading. / a t+ ( 4. Access and Information. The Company agrees to give to the Buyer an ° © buyer's counsel, accountants, engineers and other representatives full access, during normal business hours — throughout the period prior to the. closing, to all of the “eo Company's properties, books, contracts, commitments and records, and to furnish the Buyer. during such period with all such . information concerning the Company's affairs as the. Buyer reasonably may. request. Shes po are cos, conduct of Business Pending Closing. The Company .warrants and agrees that, pending the closing: a» - ih 2 ee (a) The Company's business shall be conducted only «in the ordinary course; fd ee ete . Paieg (b) no change shall be made in the Company's Certificate _ of Incorporation or By-Laws except as may.be first approved in ‘writing by the Buyer; ’ ‘ (c) ‘no change shall be.made in the Company's authorized’: - or issued capital stock except pursuant to options now outstanding; (d) no unusual dividend or other distribution or payment other. than its regular dividends {which shall not be changed) - shall be declared or made in respect of the Company's stock, nor .will the Company directly or indirectly redeem, purchase or . otherwise acquire any of such stock; provided that: if the closing occurs between July 19 and September 10, 1957, the Company may _. Geclare a regular. quarterly dividend payable to stock of record. on a date ‘prior to the closing date; ; : e hae. : (e) nbd increase shall be made in the compensation payable or to become payable by the. Company to any officer; employee or agent, except with Buyer's express consent, nor shall‘any bonus | _ payment, stock options, stock purchase or pension, or arrangement therefor be made by the Company’ to or with any thereof; but . - whether. modifications or renewals thereof, are not hereby prohibit ‘(f) no contract or commitment shall be entered into by or-on behalf of the Company extending beyond July 31, 1957, without the Buyer's prior written approval, except commitments which will -- hot involve payment: by tie Company of more than $10,000 and except « ‘normal commitments for the purchase of raw materials and supplies as listed in Exhibit A.or Exhibit B hereto; acgliets- : ba] a er q a | : Rn en ee eo : (@)° no change shall be made affecting the banking and: _ safe deposit arrangements referred to in the foreg i Section 3(n) without the Buyer's prior written proval; (nh) the Company will use its best effort preserve its business organization.intact, to keep available to the . Buyer the services of its present officers and employees, — and to preserve for the Buyer the. good will of the Company's suppliers, distributors, customers and others having business relations with it; ae \ 8 * (1) the Company will comply with the laws of all states in which the Company has properties (including, without limita- tion, any requirements of the so-called "Bulk Sales Act") and all other applicable laws as may be required for the valid and effective consummation of the: exchange provided for in ; this Agreement. ° : ce - 6. Further Requirements in Connection with the Closing, - At the closing: ei trie ° ed (a) Change of Company's Name. The Company will take « - ' all steps necessary or appropriate. to change its name, as of é " the date of the closing, from Clorox Chemical Ce. to a: new name bearing no resemblance to its present name; . sake ue - (b) Books and Records. The Company will turn over, to. the Buyer all of the Company's tooks and records {other than its stock book, stock ledger and other books relating to its capital stock). ° During the-fivé years succeeding the closing, each party “will permit the other party at ali reasonable times on request, to inspect ‘all such, books and records and ‘make extracts therefrom. 7.- Conaitions Precedent to Company's and Buyer's... Obligations. The respective obligations or the Company and Buyer under this Agreement are subject respectively to the fulfillment, - prior to or at the closing, of each of the following conditions:, _~ -, (a) Com fs Representations and Warranties True at eoeane The Buyer's o gations are subjec o the co on e Company's representations and warrantiés contained in this Agreement or in any certificate or document delivered : pursuant .to the provisions hereof or in connection with the trans- actions contemplated hereby. shall be true at the time of closing __, as though such representations and warranties were made at , y, such time. j oe ? _at the closing. qt . © - . bad ° . ° . eo 2. - (>) Com 's Performance. The Buyer's obligations are ' subject to the condteion thet thes condition @ Cémpany shall have substantially erformed: and complied with all agreements and conditions required y this Agreement to be performed or- complied with prior: to or . (c) Officers' Certificate. * The Buyer's obligations are subject to the con on © Company shall have delivered i to:the Buyer a certificate of the Company's President and Treasurer, dated®the closing date, certifying to the fulfillment | of the conditions set forth in Section 7(a) and (b) above. " : {@) - Buyer's Examination and Satisfaction. _The Buyer. ~*~ shall have made such e nation of e Company's properties, . books, records, finances, and condition as it may desire, and “shall have determined that the condition of the Compaky, including . its assets, liabilities, and operations’ is substantially as Tene reflected on the Company's books and’in the Company's Balance Sheet and Operating Statement ‘of December 31, 1956, and that there have been no materially adverse events or developments ‘affecting the ‘Company's business -or the proposed transaction up . to the closing date. ° % | av & %- “Eee Opinion of Company Counsel.. The Company and the _ Buyer shall*have received an op on of Ccompany "s. counsel? ereinhart, Goldberg, Feigenbaum & Ladar, dated the closing date, : {1) the Company's dorporate existence and good~ “~ standing are .as stated in\ Section 3(a) above; oe = , (14). the Company has\good and marketable-title to aii “288 properties and assets as stated in Section 3(h) -.. above; : Pine ene i aie eos y CARE) except as may be specified by such counsel, “such exceptions to te acceptable to Buyer (except matters ‘ fully insured, the claim of the Canadéan government’ : \ for import duties hereinbefore referred to, and immaterial : olaine), they do not know ‘or have any réasonable grounds ' | ‘to. know of any litigation, ‘proceeding or: governmental investigation pending or threatened against or relating , tg the Company, its properties or business; : (4v). all proceedings required by law or the provi- Sions of this Agreement to be taken by the Company in connection with the transactions provided for by this Agreement have been duly and validly taken; . a » ~ . > 2 i _(v) the Company has complete an@ unrestritted - power to. sell,- convey, transfer and deliver to the : ~ Buyer all of the assets, business and good will to be to the Buyer hereunder are valid in accordance with their terms and effectively vest in the Buyer good and marketable title to the Company's assets, business and. good will as’contemplated by this Agreement, free and yclear of any and all liabilities, obligations,: liens and encumbrances (except ‘only those liabilities and obligations expressly assumed by the Buyer as provided in Section 8 below); and - ° " (vi} the exchange and the conveyances, transfers . ~ and deliveries hereunder to the Buyer are not in contra- vention of any’ applicable Federal, state or local law. insofar as tthe Com 's conduct and obligations are ~ '- concerned; ‘ . ie. - . .: -.€f) ‘Opinion of er's Counsel.. The Buyer and the Company shall ve received from Buyer's counsel, Dinsmore, . Shohl, Dinsmore & Todd, .an opinion to the effect set forth in subdivisions (iv), (v) and (vi). of Section 7/e) above; and the Company shall also have received from Buyer's Ccounsel*an op on applicable to Buyer paralleling subdivisions (1), (4v).and (vi) of Section 7(e) above, including an opinion that the Procter & © Gamble shares when delivered hereunder will-be duly and validly — issued, fully paid and non-assessable. a : ‘s . , Soe 2 _ (g) Ruling -by Commissioner of Internal Revenue. The Company .shal1l have obtained Tass the Commissioner of =nternal’ Revenue a ruling in form satisfactory to the- Company's counsel, © to ‘the effect that no gain or loss will be realized by the Company as a result’ of. the exchange or by the Company's stock- holders as a result of the distribution to its stockholders of Shares of Procter & Gamble received by the. Company in the exchange. ‘8. Buysz 2 Assumption of Liabilities and obligations. . “xcept as provided: in On 5,m), upon tae closing the Buyer will assume and pay or discharge all those liabilities and: =. . obligations’ of the Company as of the closing date, whether - accrued, absolute, contingent or otherwise, excepting only those liabilities, if any, which were known to the Cémpany and were _—‘ not disclosed by the Company to the Buyer. ° . ..__. Except for State income and Franchise.taxés on or. ' Measured by income attributable to this trarisaction which -~ - . . Buyer hereby specifically assumes,,-the Buyer. shall not se or _. , a . ‘ : . . . 101X ; & . ‘ ‘ ° * ° a . . . sold hereunder, and the instruménts executed and delivered ~ - J oO . Z ae : ic) be liable for any liability of the Company for taxes or otherwise, in respect. of any ineome or profit derived from the exchange provided for by this Agreement. ° -" 9, _ Name Gontainir right. te f a su ary company prior to the closing, which may use fhe word Clorox in its corporate name. ‘The Company on firm or corporation prior to the Closing. “If for any reason the closing should not ‘take Place, Buyer will promptly take ae such action as may be necessary to cause said subsidiary to cease using the’ word Clorox. — Me - 2 : | ve ; *10- Brokerage: Com “ However, -if such compliance delays the clqsing more than six. ' calendar months from the date hereof, or if litigation or admin- istrative proceedings in connection with such compliance. are 7 a ; : ; “4 . ; ' 15. Buyer and Buyer's Subsidiary. Buyer shall have. _ the right by assignment o s eement or otherwise to have the Procter” & Gamble shares to be delivered hereunder and the performance of 's Agreement made by and to a wholly-owned . subsidiary of er (now existing or organized hereafter) and any rights, agreements, covenants or warranties in favor of Buyer shall inure to and run to said subsidiary and also to - Buyer, and either may enforce the same. .Any and.all obligations running to the Company shall be wee cet on oe subsidiary and upon the seeded A 16. No Liability on Termination for Default. If at the *time herein provided fag the closing either the Company or the ‘. Buyer. is in default in any material respect in complying with or observing any material term or provision of this Agreement to be complied with or observed by such party at or before the’ closing, the other of said parties may elect not to proceed with the closing at the time herein provided and may by notice to the defaulting party given not less than three days before the closing, terminate this Agreement. . In the event of such termination by reason of default, as aforesaid, unless such . default. was willful, neither. of said parties shall have any right - or claim against the other by reason of this Agreement and all- rights and obligations hereunder shall terminate. ‘- 17. Covenant inst Assi nt. Subject to the provi- sions of Section 15 hereof, neither this Agreement nor the ; rights of eitner of the parties hereunder maybe assigned by .- either .party . hereto without the prior written consent of the other party. Subject.to such covenant, all the terms and provi- ‘sions of ,this Agreement shall be binding upon and inure to the _,» benefit and be enforceable by-the successors and assigns of the ’ SOLICITATION AND REVOCABILITY OF PROXY setulae tees dk sacs @ We eecsens i then Sccl Se mays en eee eee eee ee Raytek ewetied bys extyen memention, or by 5 OG executed proxy bearing a latex date filed with ‘the Secretary, of orally in open meeting. The total cost of preparing, assembling and mailing the proxy statentint; the form of proxy, and any addition Caen eee eaten a sepeaiee, ane ot whom will receive additional compensation therefor. The corporation may also request banks, and other nominees to forward proxy material to their or principals who have a beneficial interest in ‘the capital stock of the corporation registered in the name of nominees, ee ee ee ae es meee a VOTING SECURITIES ( ‘ ‘There are outstanding 724,744 shares of the capital stock of the ion. All outstanding shares of capita dlnse snthee tainie, Cetireneditechdenn ef sesged ok Gh Gnih of lucia 7m. Jane 2A, 1957, are entitled to vote st the Special Meeting. No stock can be voted at said meeting which shall have been transferred on the books*of the eorporation after said June 21, 1957. The corporation also has outstanding stock options which were granted © Tein il Sed alan ietanas st tes Manele ath, Opsten Poon Go axiestelp of Ooo eupacaaen., holders of said options are entitled to purchase not to exceed an additional 27,700 shares of the capital stock of the ee en E ee 5 a ~ 106Xx Q % . . ft - i | Squads ‘hae J 4 ; sii ny ‘it isi Pus | ; il a aght b ETE sal , i il : Cia ; i u mm 5 7 | re, al EGE Lear Ht {iy di id i HI es ee i ul | will Fi ? ally H | a mit | pie rt fst t 1 reais | yt Hie HAH th He Geta ane itt § Hien Fie i Rie i ile 1a i ia igs aie a Syites Bald fiat POH EAE ETS HEE ee eacses ines, press e303 TH i ase aia4. Hl cbits gure tu TERETE iF i 2 Oe E HEN nat Hl aah HL relia is REGS “EULE Mhs ESGHTE HET ERE THI GHEE rTHiee Ee ee ee ai. gaOPS a bya ht Ferre gies Heh ae ag HE zat ean a HL Gifu WPM aad p JWI Te Gey HUEAE Bay ue ya mee uted qHtae Hetit a Wiis: ~ led gat Ly Ube ; Sala ial a naan aed ; gg pofinet; | iiihs SARTRE He HAE Hit BIBER sik ets GUT RATE ae ein iby He fq ; HH aah | BS. BeEL SES g be eee be babe? SEE EE eet a e : a ft [ieee este pete Hn eid eae atu tls ld ae ete ae oe “ts - a ki} Id - 5 . ” & Gamble stock. Clorox has appli to the Internal Revenue Service for a ruling q covering these and related questions and consummation of the exchange transacuon is conditioned Upon he sone Cane ae ted queen going effect satisfactory in form and content to counsel for Clorox. " 2" '» Conpmions To THE Conxstaastinion or ExcHance Trawsacnion eas In addition to the usual conditions: with respect to the verification ot phyncal operties and financial condition, absence of any i adverse event or development, legal opinions by counsel of both o ‘ is expressly conditioned upon the following: (i) Authorization of the transaction’ the affirmative vote of the holders of not Jess ‘e . ii) _ Receipt by Coro ofa ruling from the Internal Revenie Service covering the Federal ta ’ effect of the i iquidation of Clorox satisfactory in form and for = J ned mee ch pyres —we ‘orm see arte . _ ii) he fight of Procter & Gamble or Clorox to terminate the Agreement at any M@se prior to the eee i be: known as Company, an Ohio corporStion, to which transferred the property and assets of Clorox. It is presen y intended that The Clorox Company will continue the business of Clana nen, major suppliers or method of distribution, that it is anticipated that W. J. Roth, President will become a director 6f and consultant to The Company. Fhe Clorox Company will be able to avail itself of Procter € advisory services, - a Clorox was in the negotiation of the Agreement by J. Barth & Co,, Investment San rancisso, Califor’ his which firm will not receive any brokerage from: Closor ‘Gog 4as ne aoe hee aeer e secune of tals (ee) Tee ha ener ranencion up to $150,00, pote tr yer me EET » account taxes, yment of taxes to J the completion of liquidation of Clorox. Procter & Gamble is 10 pay any brekeaee fee incurred by .it, with any and all fees, expenses, taxes and charges allocable to its portion of the exchange transaction” ot . el Hil UR ped: if 4 é te ae La FALSE | fii ia : a iy ‘ca it | | tte i il | a if | | HE | a Hel ce a% 2 10% stock dividend of May 5; 1955, om > . ‘ . t - * ” Rew Dividends Per Share: ) . et Ss . : | \ c 9 x s a 7 . | e . ; ~ Reasons ron Excuance Teansacron = . | years and is presently in the manuf: and sale of a product, a sodium Noah mer Opa riod gh, - The Bosed of Dien ot ne during the past several ycars had under consideration the manufacture and sale ieving that the future of the Company would be greatly strengthened by — 4 rag ghd venting ee A Boh of the Clorox property assets for common Procter & Gamble distribytion of - Clorox stock upon the dissolution and liquidation of Clorox will give Clorox stockholders i ) ! | i Mesting by proxy Will be voted .2s ifi by the stockholder in the ‘space ing authorization for the officers and: directors of Clor to take any further action deemed riecessary or desirable “to make such exchange effective, including amendments to the Agreement and Plan of Reorganization. ee ") _. PRESENTATION OF OTHER MATTERS, AT SPECIAL MEETING ; te . The mana ent does'not intend to present to the Special Meeting i any business or proposal Sther than the - ‘mater described above, The management has tot been informed and does nor kes thas top thee gee ee to present any matter for action at the meeting. If any other matter, however, should. ptoperly come before the necting, it is intended that.the enclosed proxy will be voted in respect thereof in accordance with the best judgment ° Dated: July 1, 1987, > + Se anes ct | apres _.. _-» By order of the Board of Directors “aL ee : Ae a y C = 8S ‘ . MRDERAL TRADE COMM i WD. a . ——— = 6 DOCKET a, 6881 eE : : a . om ale | FEDERAL TRADE COMMIS} N F — se | . Bhs AG TE AN teb. CONES DOCKET Wo.698) OF ALL HOUSE-TO-HOUSE COUPONS REDEEMED - (the national newspaper ter feed retaiter | whee Sing 43% were seosemen Ist wate 35% were aeosemen 2nd ween TT RE 2 _ pase Your OnDen Number of Customers Redeeming ‘Coupons . ASK CUSTOMERS FOR ALL OF Approx.. $ Volume Represented "GET YOUR SHARE OF THIS BUSINESS — a xd Surveys made by FOOD TOPICS : ~ . 100 10 SLA DS ah oS eee ee eee See ee qenacrpageas tO" owe wees FEDERAL TRADE COMMISSION first-class trip to Europe for two -_on the U.S. Lines and 10,days in Europe ’ + ‘on the President Lines and 10 days in Hawaii (estimated cost $2,460)—or, pocrar.ns,con -Sescans enumt me, /// /* | 4 tne ihe olin cs cost $2,940 for a family of 5)\—or, ” (equivalent to $2,500)—or, FH fun than a school — ee. % — , dg _ Ay W/ . 6, io Va! rik ay, me Ss ; — PUY YOU! Ce saonnenes . lo HY SOMKE hele oS % —-*= "oo \ \: Motiidle sobsing ae * gncay aikenye- éxcrgn HC = | Your Stowe --* if 0 wer ne aa ‘ wt t - ’ not O + - 0@@ee = op» up i Pe es 5: 4 , at take gf s i Se 4 we sm ; 4 =~ 4 * ° tile +f 4 “ity, RE ARR Ete: teat! 34 © * Pp ; od o? . 7 eve 7 . 2 ; > ‘ c ‘ « 2» . Sy Me rede ; “tye. om c Sua,” 4 obit Tag : HG ¢s° ; fs ae - I *. . - 0 ~ ° i) > + 6 3 / -* . o- ee z i i city na | ~ sai iia tei : cr dann i Comet gets sinks and tubs CEANER = and WHITER than ANY OTHER leading cleanser Wi > G Comet kills germs—as no other cleanser can serons ‘ AFTER UNRETOUCHED PHOTOMICROGRAPH (Magnified 1000 times) | anel.. '. to be sure your customers s, see Comet’s: superiority for themselves, ra can a! Comet ae al a if AS ll} , will be’ | Sa | peel Hye 7 “te thelr. homes _ | ‘\ 7 .° AN. died ~ i See ; Se ! A : ¢ Lad al\ | . La — —t 1) a ia mae fag? ¢ | “Vy 3 We: Y Fw } ~° on iAepor La WOO Kn seme **-0-0-0g wake O47 18 NOK sony - + guyoqy> Jo w20} ' o IP uy Bsa jounyy, yo ‘ese jeuog, umo MOK YIM 7} G8 NOL [NUN susddey. slaiman anus di aoseaaeian pe Suiaow YRYs OADTIEG 2,U0M NOX (990}04 LAWMOD -*-UTEIS puw Suryseaiq oun [Te MOA sand , Of] seeuwej B useq seAsu Sez) 1 (00) Us}pedBul mou sarenioxe HY] *,joULIOIY-) “USGS SUIVOY | USCIS 6,7}—USIO{JIP SHO] = YAMA POYTTIO) S! LAWOD ‘208 NOA “jUdsa) WeAa LAWOOD jOP UE puyy Aus jo sepmod §=—-j1P & LAWOD IY) NOK syjo7 [ows UTD Buysuesj> 10430 ou Susyyowos—swsss Og Op ‘spe om) wong “PEN hue jo ' Ployemnoy jo 266 7 dn s1Iy JoULO[YD —_- - sesU NID Bufpes| 49y;0 Aue UEY) J2UEd}2 We LAWOD 1849 eaosd 8380) pale saniyaa eqn pue jus sno yeaa jiu , ‘00 ‘saejueape Supoejurp LAN0O [s0eusep © "UA i4pen SIU ON] SAV YidVdSMIN S18 ooo Soma - | Ofall Household Supplies, liquid bleach has the most house-clean- - fing wees! And of ajl bleaches, Clorox is America’s largest seller. . . wilh n stock turn that's one ofthe fastest in the entire grocery field! a es eat Seti Clorox is proved traffc-builder, one youca: - a | 8 to other big-margin }. , eee ™ Supplies ... to boost business throughout » 48 Use Clorox as the “lish” of your big | ing Promotion! Festure this popule 6 , ma rin ee FEDERAL 1i:\DE COMMISSION Deh ae aL Be a Supplies . . . to boost business . e ‘ . ° > > * . . i. * § e . ‘ . o . ad ‘ . . e ° 2 % : , . e @ ; ‘ a] . ° ° ‘ . “ : . . ’ 72 ” ‘ i 9 a SG « ‘ ¢ 7 e e « 7 . ‘ y Sins s , ¥ f eat ta a hid = . ‘ 4 a , > ¥ s ] « . . ’ ay 5 . 4 . Z zs o @ ' . , a * x | ». + ‘Te ° . . } = , t ae ; s . ‘ fe mr, i ) i : a y f 4 * ‘ ‘ . + | i ie «J S . . . | ae ‘\ : . ; ’ ps . : 8 ras = ; , . ; v oe 4 ¥ ° j . 3 ps a q ke . - e* , & . > « ‘ © ‘ * - ‘ . t ay . . s 2 omy ty ad ‘ 2 4 3” s . eS: SFO EDO re perce ner ce LEE REIL LET OI IS NR re - n . re. in honor of " an es ae the most important ee eee woman in soul. ee as 9 Pil The American = Rearoncss ee ‘ sponsored by her favorite | af. 7 : Ae eats brands aE. . BAL TRADE ‘Coan ISSION sey Exar wo. 77 = Ta rt tt om IY DOL poe a x 3/-FF wittitss ‘ 3 ‘i Boy : EPORTING CU,. Oficial Reporter Ame oY z= ; | ~ AEC. - 7 a aoe aags SAR soar R Soe Res fos to make this sabe the talk of the beset. Sage vten*,, « we'll offer glemerau xs . j a af \ ; »~ f ny %e k ' Ht 2 | n 4 . rl a 2 7 ae * . E Page Tig) 2 <> . a ™ e fe eS ; —. « : “ a a ets ° : . . e . © . « . mts 7 > a vr. r ea Total . | FED. — ‘ye COMMI * e ‘ . . is : 2G : | ) | i 4 *. . . % . . ms *« . * ° * 3 ‘ 5 | ; . ‘ aaa & ara é ‘ . are ‘ ER Sa ee : : aos bs und rire ea a ee a Te , ail Lee ft rene oe kee ‘ stay ; — 3 . ; : | | : . © ale alate caren oe ; ‘Wife Saver Bonus Prizes ee as, 4 ee _ Maid Serie foro year wp w 2509 : = & =e 3 : 4 a ae ; ree Ge : .. Two years’ supply of | ae _ ‘"“WIFE-SAVING” groceries ($2,500) e H @. he, —_——-—__. —=- ; “Wel stan the cost! ae aT Lo | And its 90 easy to enter the. | is oe e : : « ed — —_—_ ee Li Page Ti Bheve ; ' All Mrs. Housewife does is pick up an entry from your store: . z Complete a simple foxir line jingle — eo easy! ; Since I keep house the “Wife-Saver” way es: 8 ~ There's lots more time for family play. £ Ghd ies I’ve cut my household work in two “ eo FEDERAL soil Castine DOCKET WO. tee) Spices Comerr wo, 3 ind he innit nn pTOOF Of purchas 1SE fem Fae PIE any 2 Wife-Saver Brands - ee eS She'll hear and see plenty about tht SWIFE-SAVER” CONTEST thro ae aver I divertising Wife Saver messages. : GEO ie [hese s Pe Se. __ by the million on... reciting Ur “iden ot tae PROCTER 4 CAMIBLE boners the (ese of the Sse Pree | Uhje Saver Solel) oy print advertising ee e He Wessscch im | ccereceee \ ~ Fa - .Yes.. et. . . . . ‘ a . m - : ” ° f ‘ Lip met ‘ HAs . . %. . 90 “* ‘ . e % 4 ightly Bound -_ * See Tyee ogee PET A RET Rin Meh Race Seem ge Try rahe TEPPER RR HDS Sor Rare cy ' Ain a oem AN Aer laa nae ee ; > . e 4 ‘ ° ° 00, 000 Wite Saver Contest will move “BIG EXTRA QUANTITIES — OF THESE = _ "WIFE-SAVER” BRANDS FEDE: WL AS hE Coy - eg ~ but it os inept Cr =i 4 oy sa Mite Saver Sale ps biggest - promotion. event : m 1957 here. are Terrific Sever Specials. 141x ” \ * 4 . * £ : . : © fae « “ty ° *, sD, 2 > oe Mi na as @ » : : - _Informition on tne use of bleaches and bluing and the brands of tar soap kept ' at the kitchen sink was also obtained, pete . : ah ; This study represents a repetition of siniJar studies dade in 1953 and 1955. Where available, figures from tie previous studies are ineluded in this repbte., : > 4 . . ‘ 5 © Method - °% . -. : Interviews were made by the Psychological Corporation. Each woman was ques tioned as to what. she herself usec for each of the purposes. Thus, the information . does not necessarily pPver the entire nousenald, particularly tnose tables showing | brands used for face’ and hands. and bath. °. Te ‘ _It should be remexbered that any special: prozction oveurring at the tine tids study was made or imuediately preceding it is reflected in the tables. . - January 7 through February 15, 1957. . chee | The previous studies were also mace in the January-February period. Four tnousand nine hundred seventy-seven (4,977). interviews ‘were made with housewives and distributed in such a manner as’ to be reasonably representative of. the English-speakinz Rppulation of the U.S, A> >rexinately two-thirds of the interviews . Nore nie Ap wroan cones and one~tcird:in Fare] hoxes (bots farm abd small tows). : ie wes XOTS: Detailed breakiown infor=stior will-be issued in ' Supslementary reports. Breakdown figures will not : v sae : "always check with totals due to fractional per- athe ov : - ‘centages. : . ; . Apri. 22, 1957 - é ee eee FLDEOAL Tell eC iipeiny * ‘#57141 Goats fa ty ole ob % O Wn warice on Tosi 2": i C220 gee * ? - ° ae = s 2 : . \ ony PalE 2-4 5 WIS oth, Peo \ 3538 A ar Bee ACE REFURTIXG Cur, OL52! BaZa : : Sar be "728 } Lf — “@: 34.” 2 . Re ‘ ~ 2 ~ . . c ¢ ad ‘ “ * Ris +# , o, 2 ¢ Ps A Asoo & ¢ v.- .. . f to : — . 23 -B i 2 4 7. ~~? - Ee > iy ~ ?5 a t. fs st a ‘2 | ie mands during the ast 8 weds ros. ‘ Brands used - FACE AND HANDS "what product or products have you yourselt used for washing your face 2. 1957 1955: 1953 , Base - total interviews -- (4977) - (4978): ¢5000) * © oss .* . Ivory ~ > / 2 33 lax ' , ~ e 22 24 Palmolive: 17 21 . 2h Camay .. Sy 2} ; 19 18 Sweetheart pew Ds, 14 -* Cashmere Bouquet 6 8 a ‘Woodbury i 6 . 7 A “ Lifebucy 9 10 6 Swan st i 2 1 Dial [Text truncated at 120,000 characters. The full text is on the page linked above.] --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40386412_0012%3A03. Public record. Not legal advice.