-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EXseen6U5CUoan2TPv/emjtOA8vE2mN8T515XDFPRsckG+fjkXaYobpJc0nE1CU2 qY2BYrxVw/B6FocUdXYVLA== 0000310158-96-000011.txt : 19960626 0000310158-96-000011.hdr.sgml : 19960626 ACCESSION NUMBER: 0000310158-96-000011 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960625 SROS: BSE SROS: CSE SROS: CSX SROS: NYSE SROS: PHLX SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHERING PLOUGH CORP CENTRAL INDEX KEY: 0000310158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221918501 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06571 FILM NUMBER: 96585067 BUSINESS ADDRESS: STREET 1: ONE GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940-1000 BUSINESS PHONE: 2018227000 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A AMENDMENT TO APPLICATION OR REPORT Filed Pursuant to Section 12, 15, or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 SCHERING-PLOUGH CORPORATION (Exact name of registrant as specified in charter) AMENDMENT NO. 2 TO FORM 10-K The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the Year Ended December 31, 1995, as set forth in the pages attached hereto. Exhibit 28(b) Form 11-K, Annual Report of the Schering-Plough Puerto Rico Employees' Retirement Savings Plan Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. SCHERING-PLOUGH CORPORATION (Registrant) By /s/Thomas H. Kelly Thomas H. Kelly Vice President and Controller Date: June 24, 1996 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file number 2-84723 THE SCHERING-PLOUGH PUERTO RICO EMPLOYEES' RETIREMENT SAVINGS PLAN Schering-Plough Corporation One Giralda Farms P.O. Box 1000 Madison, New Jersey 07940 THE SCHERING-PLOUGH PUERTO RICO EMPLOYEES' RETIREMENT SAVINGS PLAN TABLE OF CONTENTS Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 1995 and 1994 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1995 3 Notes to Financial Statements 4-8 SCHEDULE SUPPLEMENTAL SCHEDULES: Schedule of Assets Held for Investment December 31, 1995 I Schedule of Transactions in Excess of 5% of Current Plan Assets for the Year Ended December 31, 1995 II EXHIBITS: Exhibit I Independent Auditors' Consent Exhibit II 1994 Summary Annual Report Supplemental schedules not included herein are omitted due to the absence of conditions under which they are required. INDEPENDENT AUDITORS' REPORT The Schering-Plough Puerto Rico Employees' Retirement Savings Plan: We have audited the accompanying statements of net assets available for benefits of The Schering-Plough Puerto Rico Employees' Retirement Savings Plan (the "Plan") as of December 31, 1995 and 1994, and the related statement of changes in net assets available for benefits for the year ended December 31, 1995. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment and Transactions in Excess of 5% of Current Plan Assets are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such supplemental schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements, and, in our opinion, are fairly stated in all material respects in relation to the basic 1995 financial statements taken as a whole. __________________________________________ /s/ Deloitte & Touche LLP San Juan, Puerto Rico June 24, 1996 Stamp No. affixed to original. THE SCHERING-PLOUGH PUERTO RICO EMPLOYEES' RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1995 AND 1994
1995 1994 Vanguard Index 500 Portfolio Fund $ 3,025,474 $ 2,385,390 Vanguard Windsor Fund 1,458,659 903,616 Vanguard Money Market Reserves US Treasury Portfolio Fund 1,217,237 1,358,829 Vanguard Short-term Corporate Bond Fund 401,786 342,462 Vanguard International Growth Fund 32,336 - Vanguard Wellington Fund 13,969 - Vanguard Explorer Fund 10,207 - Total Vanguard Registered Investment Company Shares 6,159,668 4,990,297 Schering-Plough Stock fund 245,165 - Loan Fund 838,280 524,095 Participants' Receivables 89,839 73,049 Net Assets Available For Benefits $ 7,332,952 $ 5,587,441 See notes to financial statements.
THE SCHERING-PLOUGH PUERTO RICO EMPLOYEES' RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995 Additions to Net Assets Attributed to: Investment income: Interest and dividends $ 389,301 Net appreciation in fair value of investments 996,722 1,386,023 Participants' contributions 1,372,202 Total additions 2,758,225 Deductions From Net Assets Attributed to: Distribution to participants and beneficiaries 301,027 Distribution to successor savings plan 711,687 Net Increase 1,745,511 Net Assets Available for Benefits: Beginning of year 5,587,441 End of year $ 7,332,952 See notes to financial statements.
THE SCHERING-PLOUGH PUERTO RICO EMPLOYEES' RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. General The Schering-Plough Puerto Rico Employees' Retirement Savings Plan (the "Plan") is a defined contribution plan established effective March 1, 1990. The Plan is intended to encourage retirement savings by eligible employees of Schering-Plough Products, Inc. (the "Sponsor") and any of its affiliated companies that adopts the Plan. Vanguard Fiduciary Trust Company ("VFTC"), the custodian, is a trust company incorporated under Chapter 10 of the Pennsylvania Banking Code, and a wholly-owned subsidiary of The Vanguard Group, Inc. Quarterly financial statements are prepared for VFTC and submitted to the Pennsylvania Department of Banking which performs examinations of VFTC on a bi-annual basis. All Puerto Rico employees of Schering-Plough Products, Inc. and Schering-Plough del Caribe, Inc. are eligible to participate in the Plan on the date of employment. There were 836 and 1,032 participants in the Plan at December 31, 1995 and 1994, respectively. The participants may elect to have their salary deferral contributions allocated to any of the investment funds. 2. Summary of Significant Accounting Policies Basis of Accounting - The financial statements of the Plan are prepared on the accrual basis in accordance with generally accepted accounting principles and the financial reporting requirements of the Employee Retirement Income Security Act of 1974. Investment Valuation and Income Recognition - The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. The Schering-Plough Stock Fund is valued using the unit accounting method whereby a participant's account value is expressed in units of participation rather than number of shares of Schering-Plough common stock. At December 31, 1995, there were 990 units of participation in the Schering-Plough Stock Fund. The net asset value per unit was $247.68 at December 31, 1995. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date, and reinvested in Schering-Plough common stock units. Payment of Benefits - Benefit payments are recorded when paid. 3. Plan Description The following is a description of the Plan for general information purposes. Participants should refer to the Plan document for more complete information. Contributions - The Plan is designed to permit eligible employees to elect to have a portion of their salary contributed to the Plan on their behalf ("salary deferral contributions"). Under the provisions of the Plan, salary deferral contributions can range from 1% to 10% of the employee's earnings, in increments of 1%, up to $7,000 or the lesser of the maximum amount permitted by tax regulations. Salary deferral contributions and any earnings accrued thereon are fully and immediately vested to the participant. Participant Accounts - Each participant's account is credited with the participant's contribution and allocations of Plan earnings. Allocations are based on participant earnings on account balances, as defined. Participants have a nonforfeitable right to their contributions plus actual earnings thereon which vest fully and immediately. Investment Options - Upon enrollment in the Plan, a participant may direct their contributions into any of the following Vanguard investment options: Index 500 Portfolio - Designed to provide returns which correspond to the performance of the Standard & Poor's 500 Composite Stock Price Index. Windsor Fund - Primarily equity securities with the objective of providing long-term capital growth. Money Market Reserves Prime Portfolio - Primarily fixed income securities with maturities of 13 months or less. Short-Term Corporate Portfolio - A diversified portfolio primarily consisting of short-term corporate bonds. International Growth Portfolio - A non-U.S. equity portfolio, primarily investing in securities of issuers within Europe, Asia and the Far East. This fund was made available to participants effective April 1, 1994. Wellington Fund - Primarily equity and fixed income securities with the objective of providing current income and capital appreciation. Explorer Fund - Primarily equity securities of smaller companies with the objective of providing above average capital appreciation but with a potentially higher level of risk. Schering-Plough Stock Fund - Participant is limited to a maximum investment election of 50% of the Salary Deferral Contribution in this fund. Loan Fund - The Plan allows participants to borrow against their fund accounts up to a maximum of the lesser of one half of their account or $50,000. These loans, which are secured by the participants' individual fund accounts, bear a fixed rate of interest as determined to be reasonable by the Schering-Plough Puerto Rico Employees' Savings Plan Committee (the"Committee"), and are repayable over periods not exceeding five years, except loans relating to a principal residence which are repayable over a period not to exceed 20 years. Payment of Benefits - On termination of service due to death, disability or retirement, a participant may elect to receive either a lump-sum amount or annual installments not to exceed the life expectancy of the participant or the life expectancy of the beneficiary. For termination of service due to other reasons, a participant may receive the value of the account as a lump sum distribution. Distribution of all or a portion of a participant's account, prior to termination of employment, may be granted by the Committee in the case of financial hardship. 4. Plan Termination Although it has not expressed any intent to do so, the Sponsor has the right under the Plan to terminate the Plan subject to provisions of ERISA. 5. Tax Status In March 1992, the Plan received a favorable determination letter issued by the Puerto Rico Department of Treasury as to the Plan's qualified status under Sections 165(a) and (e) of the Puerto Rico Income Tax Act of 1954, as amended. As long as the Plan is qualified under Puerto Rico income tax laws and regulations, participants will not be taxed on salary-deferred contributions or on investment earnings on such contributions at the time such contributions and investment earnings are received by the trustee under the Plan, but will be subject to tax thereon at such time as they receive distributions from the Plan. 6. Administration of Plan Assets Contributions are held and managed by the trustee, VFTC, which invests cash received, interest and dividend income and makes distributions to the participants. The custodian also administers the payment of interest and principal on the participant loans. Certain administrative functions are performed by officers or employees of Schering-Plough Corportion or its subsidiaries (the "Company"). No such officers or employees receives compensation from the Plan. All plan administration expenses are borne by the Company. 7. Distribution to Successor Savings Plan During 1995, the Company sold its vision care division to an unrelated third party. In connection with such sale, the buyer kept the employees of that Division and a new savings plan was established. Once the new savings plan had been established, the participants' accounts of the employees of the vision care division were transferred to the new savings plan. 8. Fund Information Investment income, contributions and benefit payments are as follows for the year ended December 31, 1995: VMMR
Vanguard U.S. Short-Term Index 500 Vanguard Treasury Corporate Portfolio Windsor Portfolio Bond Fund Fund Fund Fund Investment Income: Interest and dividends $ 71,823 $ 163,184 $ 69,561 $ 24,662 Net appreciation in fair value of investments 798,985 143,499 - 22,041 Total Investment Income $ 870,808 $ 306,683 $ 69,561 $ 46,703 Participants' Contributions $ 506,477 $ 441,783 $227,287 $134,461 Benefits Paid to Participants $ 137,518 $ 54,963 $ 73,232 $ 21,259 Distribution to Successor Savings Plan $ 288,805 $ 99,336 $214,497 $ 71,913 Schering- International Vanguard Vanguard Plough Growth Wellington Explorer Stock Loan Fund Fund Fund Fund Fund Total Investment Income: Interest and < c> dividends $ 859 $ 465 $ 779 $ 2,222 $ 55,746 $ 389,301 Net appreciation in fair value of investments 2,981 814 642 27,760 - 996,722 Total Investment Income $3,840 $1,279 $1,421 $29,982 $ 55,746 $1,386,023 Participants' Contributions $7,797 $8,941 $3,710 $41,746 $ - $1,372,202 Benefits Paid to Participants $ 194 $ - $ 252 $ 510 $ 13,099 $ 301,027 Distribution to Successor Savings Plan $ - $ - $ - $ - $ 37,136 $ 711,687
SCHEDULE I THE SCHERING-PLOUGH PUERTO RICO EMPLOYEES' RETIREMENT SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT DECEMBER 31, 1995
Shares/ Fair Identity of Issue Units Cost Value Vanguard Index 500 Portfolio* 52,526 $2,326,647 $3,025,474 (1) Vanguard Windsor Fund* 100,389 1,446,319 1,458,659 (1) Vanguard Money Market Reserves US Treasury Portfolio* 1,217,237 1,217,237 1,217,237 (1) Vanguard Short-term Corporate Bond* 36,827 394,708 401,786 (1) Vanguard International Growth Fund* 2,153 30,056 32,336 Vanguard Wellington Fund* 572 13,202 13,969 Vanguard Explorer Fund* 204 9,980 10,207 Schering-Plough Stock Fund 990 (2) 222,024 245,165 Outstanding loans balance - loans other than mortgages - various loans; 7% to 8.75%, due in one year to five years from date of loan. 838,280 838,280 (1) TOTAL INVESTMENTS $6,498,453 $7,243,113 * Registered Investment Company. (1) Indicates investment represents five percent or more of the net assets available for benefits. (2) Represents Schering-Plough Stock Fund units.
SCHEDULE II THE SCHERING-PLOUGH PUERTO RICO EMPLOYEES' RETIREMENT SAVINGS PLAN ITEM 27d - SCHEDULE OF TRANSACTIONS IN EXCESS OF 5% OF CURRENT PLAN ASSETS YEAR ENDED DECEMBER 31, 1995
Cost Number Proceeds Number Historical of of From of Gain or Identity of Issue Purchases Purchases Sale Sales (Loss) Vanguard Index - 500 Portfolio $806,938 73 $965,840 65 $ 149,144 Vanguard Windsor Fund 860,266 76 448,722 68 29,190 Vanguard Money Market Reserves - US Treasury Portfolio 443,776 86 585,369 71 - Vanguard Short-Term Corporate Bond 217,409 76 180,125 56 (41)
EXHIBIT I Independent Auditors' Consent We consent to the incorporation by reference in Registration Statements No. 2-83963, No. 33-19013, and No. 33-50606 on Form S-8, Registration Statement No. 333-853 on Form S-3, Post-Effective Amendment No. 1 to Registration Statement No. 2-84723 on Form S-8, Post-Effective Amendment No. 1 to Registration No. 2-80012 on Form S-3 and Post-Effective Amendment No. 1 to Registration Statement No. 2-77740 on Form S-3 of our report dated June 24, 1996 appearing in this Annual Report on Form 11-K of The Schering- Plough Puerto Rico Employees' Retirement Savings Plan for the year ended December 31, 1995. /s/ Deloitte & Touche LLP San Juan, Puerto Rico June 24, 1996 SCHERING-PLOUGH PR EMP. RET. SAV. PLAN -----END PRIVACY-ENHANCED MESSAGE-----