-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, X0bpm7cuHh5kA0z+ZolGuBKfdc+pOSEJPYfNbiVCRfVn9C1I+kJl3bqOgXAx/wlS Cs9gn/m1RB+rLX5mbQuexw== 0000310158-95-000013.txt : 19950627 0000310158-95-000013.hdr.sgml : 19950627 ACCESSION NUMBER: 0000310158-95-000013 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950626 SROS: BSE SROS: CSE 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: 95549315 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. 1 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, 1994, as set forth in the pages attached hereto. Exhibit 28(b) Form 11-K, Annual Report of the Schering-Plough Employees' 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 26, 1995 - -------------------------------------------------------------------- - -------------------------------------------------------------------- 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, 1994 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 _________________________ SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN Schering-Plough Corporation One Giralda Farms P.O. Box 1000 Madison, New Jersey 07940 SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN TABLE OF CONTENTS PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statement of Net Assets Available for Benefits as of December 31, 1994 and 1993 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1994 3 Notes to Financial Statements 4-8 SCHEDULE SUPPLEMENTAL SCHEDULES: Schedule of Assets Held for Investment December 31, 1994 I Schedule of Transactions In Excess of 5% of Current Plan Assets for the Year Ended December 31, 1994 II EXHIBITS: EXHIBIT I Independent Auditor's Consent EXHIBIT II 1993 Summary Annual Report ________________________________________________________________ Supplemental schedules not included herein are omitted due to the absence of conditions under which they are required. INDEPENDENT AUDITORS' REPORT Schering-Plough Employees' Savings Plan: We have audited the accompanying statements of net assets available for benefits of Schering-Plough Employees' Savings Plan (the "Plan") as of December 31, 1994 and 1993, and the related statement of changes in net assets available for benefits for the year ended December 31, 1994. These financial statements are the responsibil- ity 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, 1994 and 1993, and the changes in net assets available for benefits for the year ended December 31, 1994, 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 1994 financial statements taken as a whole. _______________________________________ /s/ Deloitte & Touche LLP Parsippany, New Jersey June 26, 1995 SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1994 AND DECEMBER 31, 1993 1994 1993 Vanguard Wellington Fund $9,366,089 $8,141,858 Vanguard Windsor Fund 38,446,575 34,743,298 Vanguard Explorer Fund 10,061,271 9,207,192 Vanguard Money Market Reserves Prime Portfolio - 9,410,331 Vanguard Money Market Reserves U.S. Treasury Portfolio 27,438,360 14,835,568 Vanguard Fixed Income Securities Short-Term Corporate Portfolio 1,456,383 1,380,499 Vanguard Index 500 Portfolio 3,219,377 2,481,216 Vanguard International Growth Portfolio 1,452,581 - Total Vanguard Registered Investment Company Shares 91,440,636 80,199,962 Schering-Plough Stock Fund 36,935,737 32,299,148 Loan Fund 5,274,112 4,814,626 Net Assets Available for Benefits $133,650,485 $117,313,736 See Notes to Financial Statements. SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1994 Additions to net assets attributed to: Investment Income: Interest and dividends $ 7,030,160 Net depreciation in fair value of investments (1,945,504) 5,084,656 Contributions: Participants' Contributions 15,166,684 Other Receipts 1,804,053 16,970,737 Total additions 22,055,393 Deductions from net assets attributed to benefits paid to participants 5,718,644 Net increase 16,336,749 Net assets available for benefits: Beginning of year 117,313,736 End of year $133,650,485 See Notes to Financial Statements. SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. Significant Accounting Policies Basis of Accounting - The accounts of the Schering-Plough Employees' Savings Plan (the "Plan") have been prepared in accordance with generally accepted accounting principles. The financial statements were prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974 as permitted by the Securities and Exchange Commission. 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, 1994 and 1993, there were 220,351 and 207,886 units of participation in the Schering-Plough Stock Fund, respectively. The net asset value per unit was $167.62 and $155.37 at December 31, 1994 and 1993, respectively. 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. Payment of Benefits - Benefit payments are recorded when paid. 2. Plan Description The following brief description of the Plan is provided for general information purposes only. Participants should refer to the Plan document for more complete information. General - The Plan is a defined contribution plan open to all domestic employees of Schering-Plough Corporation ("Schering-Plough" or "Company") and its subsidiaries who have attained one year of service. A year of service for eligibility purposes shall mean a twelve-month period, beginning with the day of the year the employee commenced employment and has not less than 1,000 hours of service. There were approximately 9,400 and 8,900 participants in the Plan at December 31, 1994 and 1993, respectively. Contributions - Each year, participants may contribute from 1% to 4% of pretax annual compensation, as defined in the Plan. Contributions are subject to certain limitations. Participant Accounts - Each participant's account is credited with the participant's contribution and allocations of Plan earnings. Allocations are based on participant earnings or account balances, as defined. Participants have a non-forfeitable 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: Schering-Plough Stock Fund - Participant is limited to a maximum investment election of 50% of the Salary Deferral Contribution in this fund. Wellington Fund - Primarily equity and fixed income securities with the objective of providing current income and capital appreciation. Windsor Fund - Primarily equity securities with the objective of providing long-term capital growth. 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. Money Market Reserves Prime Portfolio - Primarily fixed income securities with maturities of 13 months or less. This fund was discontinued as an option effective April 1, 1994. Money Market Reserves U.S. Treasury Portfolio - Exclusively U.S. Treasury securities with maturities of 13 months or less with the objective of providing current income based on current market interest rates, with preservation of principal and liquidity. Fixed Income Securities Short-Term Corporate Portfolio - A diversified portfolio primarily consisting of short- term corporate bonds. Index 500 Portfolio - Designed to provide returns which correspond to the performance of Standard & Poor's 500 Composite Stock Price Index. 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. Loan Receivable - Participants may borrow from their fund accounts up to a maximum of the lesser of one half of their account or $50,000. Loan transactions are treated as a transfer to (from) the Investment Fund from (to) the Loan Fund. These loans bear a fixed rate of interest as determined to be reasonable by the Schering-Plough Employees' Savings Plan 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 Corporation in the case of financial hardship. 3. Fund Information Investment income, contributions and benefit payments are as follows for the year ended December 31, 1994 (only funds that represent 5% or more of the Plan's net assets are separately identified):
Schering Plough Wellington Windsor Explorer Stock Fund Fund Fund Fund Investment Income: Interest and dividends $ 980,825 $ 407,593 $ 3,583,817 $ 536,105 Net appreciation/ (depreciation) in fair value of investments 2,885,244 (451,321) (3,736,110) (476,753) $3,866,069 $ (43,728) $ (152,293) $ 59,352 Contributions: Participant's Contributions $3,845,907 $1,449,879 $4,261,640 $1,246,995 Other Receipts 287,448 198,894 566,219 86,351 $4,133,355 $1,648,773 $4,827,859 $1,333,346 Benefits paid to participants $1,295,804 $ 350,383 $1,543,659 $ 341,267
continued
Money Market Reserves U.S. Treasury Portfolio Other Total Investment Income: Interest and dividends $ 869,092 $ 652,728 $ 7,030,160 Net appreciation/ (depreciation) in fair value of investments 4 (166,568) (1,945,504) $ 869,096 $ 486,160 $ 5,084,656 Contributions: Participant's Contributions $3,044,633 $1,317,630 $15,166,684 Other Receipts 244,004 421,137 1,804,053 $3,288,637 $1,738,767 $16,970,737 Benefits paid to participants $1,409,970 $ 777,561 $ 5,718,644
4. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to provisions of ERISA. 5. Tax Status The Internal Revenue Service has issued a determination letter to the effect that the Plan is a qualified employee benefit plan, meeting the requirements of the applicable sections of the Internal Revenue Code and the Trust established thereunder is exempt from Federal income taxes under the appropriate sections of the Code. 6. Administration of Plan Assets Contributions are held and managed by the Trustee, Vanguard Fiduciary Trust Company, which invests cash received, interest and dividend income and makes distributions to the participants. The Trustee also administers the payment of interest and principal on the participant loans. Certain administrative functions are performed by officers or employees of the Company or its subsidiaries. No such officer or employee receives compensation from the Plan. All plan administration expenses are borne by the Company. SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT - ITEM 27a DECEMBER 31, 1994
Identity of Issue Shares/Units Cost Fair Value Schering-Plough Stock Fund 220,351 1/ $23,121,935 $ 36,935,737 2/ Vanguard Money Market Reserves U.S. Treasury Portfolio* 27,438,360 27,438,360 27,438,360 2/ Vanguard Explorer Fund * 234,747 9,060,368 10,061,271 Vanguard Index Trust - 500 Portfolio* 74,921 3,154,742 3,219,377 Vanguard Windsor Fund* 3,053,726 40,327,381 38,446,575 2/ Vanguard Wellington Fund* 483,032 9,321,123 9,366,089 Vanguard International Growth Portfolio* 108,158 1,487,373 1,452,581 Vanguard Fixed Income Securities Short-Term Corporate Portfolio* 141,395 1,527,233 1,456,383 Total Vanguard Registered Investment Co. Shares 92,316,580 91,440,636 Outstanding Loan Balance - 6% to 11.5% due 36 to 240 months from date of loan 5,274,112 5,274,112 TOTAL INVESTMENTS $120,712,627 $133,650,485 * Registered Investment Company 1/ Represents Schering-Plough Stock Fund units. 2/ Indicates investment represents 5 percent or more of the net assets available for benefits.
PAGE SCHEDULE II SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN TRANSACTIONS IN EXCESS OF 5% OF CURRENT PLAN ASSETS - ITEM 27d FOR THE YEAR ENDED DECEMBER 31, 1994
Purchases Sales Identity Cost No. of Proceeds No. of Net Gain of Issue of Assets Purchases from Sales Sales or (Loss) 1/ Schering-Plough Stock Fund $8,088,550 224 $6,352,126 243 $1,421,476 Vanguard Windsor Fund 12,067,926 237 4,627,557 244 222,147 Vanguard Money Market Reserves - Prime Portfolio 1,394,154 78 10,804,475 78 - - U.S. Treasury Portfolio 18,341,649 247 5,740,243 244 - 1/ Calculated based upon historical cost.
PAGE EXHIBIT I Independent Auditors' Consent We consent to the incorporation by reference in Post-Effective Amendment No. 1 to Registration Statement No. 2-84723 of Schering-Plough Corporation on Form S-8 of our report dated June 26, 1995 appearing in this Annual Report on Form 11-K of Schering-Plough Employees' Savings Plan for the year ended December 31, 1994. /s/ Deloitte & Touche LLP Parsippany, New Jersey June 26, 1995 EXHIBIT II Page 1 of 3 Schering-Plough Employee BENEFITS SUMMARY ANNUAL REPORT 1993 EXHIBIT II Page 2 of 3 SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN Basic Financial Statement Benefits under the Plan are provided by a trust fund into which Schering-Plough Corporation pays the total Employee Savings Plan contributions. The trustee is The Vanguard Fiduciary Trust Company. Plan Administration expenses were paid by Schering- Plough Corporation. A total of 8,870 persons were participants in or beneficiaries of the Plan at the end of the plan year. The value of Plan assets, after subtracting liabilities of the Plan, was $117,313,736, as of December 31, 1993, compared to $93,460,301 as of December 31, 1992. During the plan year the Plan experienced an increase in its net assets of $23,853,435. This increase includes unrealized appreciation in the value of plan assets; that is, the difference between the value of the plan's assets at the end of the year and the value of the assets at the beginning of the year. The Plan had total income of $27,199,981 including employer and other contributions of $15,644,234, interest earnings of $906,644, dividends of $4,707,860, and a net appreciation in fair value of investments of $5,941,243. Your Right to Additional Information You have the right to receive a copy of the full annual report, or any part thereof, on request. The items listed below are included in that report: 1. An accountant's report; 2. Assets held for investments. EXHIBIT II Page 3 of 3 HOW TO OBTAIN ADDITIONAL PLAN STATEMENTS To obtain a copy of all of the full Annual Reports, or any part thereof, write or call the office of Pamela J. Criddle, Manager Employee Benefits, 3030 Jackson Avenue, Memphis, TN 38151, telephone (901) 320-2511 or Pamela J. Fisher, Manager Qualified Benefits Plans, 2000 Galloping Hill Road, Kenilworth, NJ 07033, telephone (908) 298-5214. The charge to cover copying costs will be $3.00 for the Profit-Sharing Plan Report, $5.50 for the Retirement Plan Report, $2.00 for the Group Insurance Report, $2.00 for the Long-Term Disability Report, $3.00 for the Employee Savings Plan, and $2.00 for the Business Travel Accident Insurance Report. You also have the right to receive from the plan administrator, on request and at no charge, a statement of the assets and liabilities of the Plans and accompanying notes, or a statement of income and expenses of the Plans and accompanying notes, or both. If you request a copy of the full annual report from the plan administrator, these two statements and accompanying notes will be included as part of that report. You also have the legally protected right to examine the annual reports at the Employee Benefits Office, 3030 Jackson Avenue, Memphis, TN 38151, or 2000 Galloping Hill Road, Kenilworth, NJ 07033, and at the U.S. Department of Labor in Washington, D.C. or to obtain a copy from the U.S. Department of Labor upon payment of copying costs. Schering-Plough Corporation's employer identification number with the Federal Government is 22-191-8501. Requests to the Department should be addressed to Public Disclosure Room, N5507, Pension and Welfare Benefit Programs, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20216. -----END PRIVACY-ENHANCED MESSAGE-----