-----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, LRdNHuRpn16dW3Hkxveq+fniyc9YeSADE/diZ4c4cEJzSvF20QHirMXNODugIOuf C0+SJ9YB1LtCPnbnZqeMfw== 0000310158-94-000006.txt : 19940621 0000310158-94-000006.hdr.sgml : 19940621 ACCESSION NUMBER: 0000310158-94-000006 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHERING PLOUGH CORP CENTRAL INDEX KEY: 0000310158 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94534542 BUSINESS ADDRESS: STREET 1: ONE GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940-1000 BUSINESS PHONE: 2018227000 10-K/A 1 FORM 11-K -------------------------------------------------------------------- -------------------------------------------------------------------- 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, 1993, 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 16, 1994 -------------------------------------------------------------------- -------------------------------------------------------------------- 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, 1993 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 1-2 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 1993 and 1992 3-4 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1993 5 Notes to Financial Statements 6-7 SCHEDULE SUPPLEMENTAL SCHEDULES: Schedule of Assets Held for Investment December 31, 1993 I Schedule of Transactions In Excess of 5% of Current Plan Assets for the Year Ended December 31, 1993 II ________________________________________________________________ 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, 1993 and 1992, and the related statement of changes in net assets available for benefits for the year ended December 31, 1993. 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1993 and 1992, and the changes in net assets available for benefits for the year ended December 31, 1993 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information is presented for the purpose of additional analysis of the basic financial statements rather than to present information regarding the net assets available for benefits and changes in net assets available for benefits of the S-P Common Stock Fund, Vanguard Investment Portfolios, and Loan Fund and the accompanying supplemental schedules of (1) assets held for investment as of December 31, 1993 and (2) transactions in excess of five percent of the current value of plan assets for the year ended December 31, 1993 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 information and schedules are the responsibility of the Plan's management. Such supplemental information and schedules have been subjected to the auditing procedures applied in our audit of the basic 1993 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 1993 financial statements taken as a whole. June 7, 1994 SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1993
Supplemental Information Vanguard S-P Common Investment Loan Assets Total Stock Fund Portfolios Fund Investments: Schering-Plough Common Stock Fund $ 32,299,148 $32,299,148 $ - $ - Registered Investment Company Shares: Vanguard Money Market Reserves - U.S. Treasury Portfolio 14,835,568 14,835,568 Vanguard Money Market Reserves - Prime Portfolio 9,410,331 - 9,410,331 - Vanguard Explorer Fund 9,207,192 - 9,207,192 - Vanguard Index Trust - 500 Portfolio 2,481,216 - 2,481,216 - Vanguard Windsor Fund 34,743,298 - 34,743,298 - Vanguard Wellington Fund 8,141,858 - 8,141,858 - Vanguard Fixed Income Securities - Short-Term Corporate Portfolio 1,380,499 - 1,380,499 - Total Registered Investment Company Shares 80,199,962 - 80,199,962 - Loans to Participants 4,814,626 - - 4,814,626 Net Assets Available for Benefits $117,313,736 $32,299,148 $80,199,962 $4,814,626 See Notes to Financial Statements.
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1992
Supplemental Information Vanguard S-P Common Investment Loan Assets Total Stock Fund Portfolios Fund Investments: Schering-Plough Common Stock Fund $ 27,530,563 $27,530,563 $ - $ - Unallocated Insurance Contract 7,285,280 - 7,285,280 - Registered Investment Company Shares: Vanguard Money Market Reserves - U.S. Treasury Portfolio 9,545,581 9,545,581 Vanguard Money Market Reserves - Prime Portfolio 8,315,572 - 8,315,572 - Vanguard Explorer Fund 6,665,536 - 6,665,536 - Vanguard Index Trust - 500 Portfolio 1,306,486 - 1,306,486 - Vanguard Windsor Fund 23,702,772 - 23,702,772 - Vanguard Wellington Fund 4,729,274 - 4,729,274 - Vanguard Fixed Income Securities - Short-Term Corporate Portfolio 331,314 - 331,314 - Total Registered Investment Company Shares 54,596,535 - 54,596,535 - Loans to Participants 4,044,272 - - 4,044,272 Total Investments 93,456,650 27,530,563 61,881,815 4,044,272 Receivables: Employee Contributions 3,651 943 2,708 - Net Assets Available for Benefits $ 93,460,301 $27,531,506 $61,884,523 $ 4,044,272 See Notes to Financial Statements. /TABLE SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1993
Supplemental Information Vanguard S-P Common Investment Loan Total Stock Fund Portfolios Fund Earnings From Investments: Dividends $ 4,707,860 $ - $4,707,860 $ - Interest 906,644 - 584,172 322,472 Net Appreciation in Fair Value of Investments 5,941,243 3,153,002 2,788,241 - Total Earnings From Investments 11,555,747 3,153,002 8,080,273 322,472 Contributions - Participants 15,644,234 4,092,664 11,551,570 - Total Additions 27,199,981 7,245,666 19,631,843 322,472 Distributions to Participants (3,346,546) (899,329) (2,310,035) (137,182) Net Transfers Between Funds - (1,578,695) 993,631 585,064 Net Increase 23,853,435 4,767,642 18,315,439 770,354 Net Assets Available for Benefits, Beginning of Year 93,460,301 27,531,506 61,884,523 4,044,272 Net Assets Available for Benefits, End of Year $117,313,736 $32,299,148 $80,199,962 $4,814,626 See Notes to Financial Statements.
PAGE 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. Schering-Plough (S-P) Common Stock Fund - Investments in Schering-Plough common stock are valued using the unit accounting method. Under this method, an employee's account value is expressed in units of participation in the Schering-Plough Common Stock Fund, rather than in number of shares of Schering-Plough common stock. At December 31, 1993 and 1992 there were 207,886 and 190,536 units of participation, respectively. The net asset value per unit was $155.37 and $144.49 at December 31, 1993 and 1992, respectively. Dividend income for the year ended December 31, 1993 was $783,644, which was re-invested in Schering- Plough common stock. Vanguard Money Market Reserves (VMMR) - Prime and Treasury Portfolios - Money market funds are stated at cost which approximates market value. Vanguard Index - 500 Portfolio, Explorer, Windsor, Wellington and Short-term Corporate Funds - Investments in investment funds are stated at the Plan's equity in the net asset value (redemption value) of the respective investment company at the end of the period. Unallocated Insurance Contract - Unallocated insurance contract includes the value of funds held in insurance company general accounts. The value includes cost plus interest earned for the period. The interest rate for the unallocated insurance contract was approximately 8.23%. That contract matured on December 31, 1993. On the same day, the matured funds were transferred to available Vanguard funds or the Schering-Plough Common Stock Fund. Loan Fund - The Plan allows participants to borrow against their fund accounts. 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 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. All principal and/or interest payments made by the participant are credited to the account of the borrowing participant. Income Tax Status - The Internal Revenue Service has issued a determination letter dated March 31, 1989 to the effect that the Plan is a qualified employee benefit plan, meeting the requirements of Section 401(a) of the Internal Revenue Code and the Trust established thereunder is exempt from Federal income taxes under Section 501(a) of the Code. As long as the Plan continues to remain qualified under present Federal income tax laws and regulations, participants will not be taxed on salary-deferral 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 the participants receive distributions from the Plan. 2. Plan Description and Administration The following brief description of the Plan is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. The Plan is designed to permit employees to elect to have a portion of their salary contributed to the Plan ("Salary Deferral Contribution") on their behalf. Under the provisions of the Plan the amount of a participant's Salary Deferral Contribution can be 1%, 2%, 3% or 4% of the participant's compensation. Salary Deferral Contributions and any earnings accrued thereon are fully and immediately vested in the participant's account. Distributions of the entire amount of a participant's account will be made upon death, permanent disability, retirement or other termination of employment. The distributions will be made in lump-sum, or, in certain circumstances, in installments over a period not to exceed the life expectancy of the participant or joint life expectancy of a participant and a designated beneficiary. Distributions of all or a portion of a participant's account, prior to termination of employment, may be granted in the case of financial hardship. All domestic employees of Schering-Plough Corporation and its subsidiaries who have attained one year of service are eligible to participate in the Plan. There were approximately 8,870 and 8,407 participants in the Plan at December 31, 1993 and 1992, respectively. Contributions are allocated to any of the eight investment funds. Although the Company has not expressed any intent to do so, they may terminate the plan subject to provisions of ERISA. All administrative expenses of the Plan are borne by the employers of the participating employees. The Vanguard Fiduciary Trust Company serves as trustee and investment manager for the Plan. 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 7, 1994 appearing in this Annual Report on Form 11-K of Schering- Plough Employees' Savings Plan for the year ended December 31, 1993. DELOITTE & TOUCHE Parsippany, New Jersey June 16, 1994 SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT - ITEM 27a DECEMBER 31, 1993
Identity of Issue Shares/Units Cost Fair Value Schering-Plough Stock Fund - Corporate Stock: Common 207,886 1/ $ 19,949,116 $ 32,299,148 2/ Vanguard Money Market Reserves - U.S. Treasury Portfolio - Shares Registered Investment Co. 14,835,568 14,835,568 14,835,568 2/ Vanguard Money Market Reserves-Prime Portfolio - Shares Registered Investment Co. 9,410,331 9,410,331 9,410,331 2/ Vanguard Explorer Fund - Shares Registered Investment Co. 204,106 7,611,023 9,207,192 2/ Vanguard Index Trust - 500 Portfolio-Shares Registered Investment Co. 56,610 2,345,641 2,481,216 Vanguard Windsor Fund - Shares Registered Investment Co. 2,497,729 32,665,848 34,743,298 2/ Vanguard Wellington Fund - Shares Registered Investment Co. 399,111 7,614,016 8,141,858 2/ Vanguard Fixed Income Securities Short-Term Corporate Portfolio - Shares Registered Investment Co. 126,651 1,387,600 1,380,499 Total Vanguard Registered Investment Co. Shares 75,870,027 80,199,962 Outstanding Loan Balance - Loans Other Than Mortgages - Various Loans; 7.0% to 11.5%, due 36 to 240 months from date of loan 4,814,626 4,814,626 TOTAL INVESTMENTS $100,633,769 $117,313,736 1/ Represents Schering-Plough Common Stock Fund units. 2/ Indicates investment represents 5 percent or more of the net assets available for benefits.
PAGE SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN TRANSACTIONS IN EXCESS OF 5% OF CURRENT PLAN ASSETS - ITEM 27d FOR THE YEAR ENDED DECEMBER 31, 1993
Purchases Sales Identity Cost No. of Proceeds No. of Net Gain of Issue of Assets Purchases from Sales Sales or (Loss) 1/ S-P Stock Fund $ 7,987,405 228 $(5,586,367) 229 $1,549,102 Vanguard Windsor Fund 11,727,467 238 (2,832,332) 204 218,118 Vanguard Explorer Fund 3,599,441 205 (1,268,168) 183 166,317 Vanguard Money Market Reserves - Prime Portfolio 4,509,300 237 (3,414,537) 224 - - Treasury Portfolio 7,986,092 241 (2,695,987) 223 - 1/ Calculated based upon historical cost.
PAGE EXHIBIT II Page 1 of 3 Schering-Plough Employee BENEFITS SUMMARY ANNUAL REPORT 1992 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 pays the total Employee Savings Plan contribu- tions. The trustee is The Vanguard Fiduciary Trust Company. Administrative expenses were paid by Schering-Plough. A total of 8,407 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 $93,460,301, as of December 31, 1992, compared to $78,878,032 as of December 31, 1991. During the plan year the Plan experienced an increase in its net assets of $14,582,269. 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 $18,646,533 including employer and other contributions of $12,817,461, interest earnings of $1,162,862, dividends of $2,342,929, and a net appreciation in fair value of investments of $2,323,281. 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 identifica-tion 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-----