-----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, WQ6aRoZiqCZCrzMVcs68MeQvimlsKzUtvpesUmN2yAy+fRFlgd+d486gXrleTcgk UM+jYxiUenHhd2Qg1tLt6w== 0000217028-95-000011.txt : 199506290000217028-95-000011.hdr.sgml : 19950629 ACCESSION NUMBER: 0000217028-95-000011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950628 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RHONE POULENC RORER INC CENTRAL INDEX KEY: 0000217028 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 231699163 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05851 FILM NUMBER: 95549750 BUSINESS ADDRESS: STREET 1: 500 ARCOLA RD STREET 2: P O BOX 1200 CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: 2154548000 FORMER COMPANY: FORMER CONFORMED NAME: RORER GROUP INC DATE OF NAME CHANGE: 19900731 FORMER COMPANY: FORMER CONFORMED NAME: RORER AMCHEM INC DATE OF NAME CHANGE: 19770604 11-K 1 12/31/94 FORM 11-K (RPR SAVINGS PLAN) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 For the fiscal year ended December 31, 1994 or x TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5851 Rhone-Poulenc Rorer Employee Savings Plan (Full title of plan) RHONE-POULENC RORER INC. (Name of issuer of securities held pursuant to the plan) 500 Arcola Road Collegeville, Pennsylvania 19426 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (610) 454-8000 Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 27, 1995 RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN By: /s/ David Brandies David Brandies, for the Employee Savings Plan Committee, Administrator Financial Statements and Exhibits ANNUAL REPORT OF THE RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN for the year ended December 31, 1994 RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN ANNUAL REPORT ON FORM 11-K For the year ended December 31, 1994 Page No.* (a) Financial Statements: Report of Independent Accountants 2 Statements of Net Assets Available for Benefits at December 31, 1994 and 1993 3 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1994 and 1993 4 Notes to Financial Statements 5-13 Supplemental Schedules: Schedule of Assets Held for Investment Purposes at December 31, 1994 14 Schedule of Assets Both Acquired and Disposed of Within the Plan Year 15 Schedule of Reportable Transactions 16-17 * Refers to page number in the 1994 Annual Report of the Rhone-Poulenc Rorer Employee Savings Plan. (b) Exhibits: (1) Consent of Independent Accountants RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page No. Report of Independent Accountants 2 Financial Statements: Statements of Net Assets Available for Benefits at December 31, 1994 and 1993 3 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1994 and 1993 4 Notes to Financial Statements 5-13 Supplemental Schedules: Schedule of Assets Held for Investment Purposes at December 31, 1994 14 Schedule of Assets Both Acquired and Disposed of Within the Plan Year 15 Schedule of Reportable Transactions 16-17 Report of Independent Accountants To the Employee Savings Plan Committee: We have audited the accompanying statements of net assets available for benefits of Rhone-Poulenc Rorer Employee Savings Plan ("the Plan") as of December 31, 1994 and 1993, and the related statements of changes in net assets available for benefits for each of the two years in the period ended December 31, 1994. 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, 1994 and 1993, and the changes in net assets available for benefits for each of the two years in the period ended December 31, 1994, 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 supplemental schedules, listed in the accompanying index on page 1, 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. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ COOPERS & LYBRAND L.L.P. COOPERS & LYBRAND L.L.P. Philadelphia, Pennsylvania June 9, 1995 2 RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS at December 31, 1994 and 1993
1994 1993 ------------ ------------ ASSETS Investments $178,507,350 $157,779,168 Cash 733,648 429,602 Receivable from Rhone-Poulenc Rorer Inc.: Employer contributions 559,709 623,664 Employee contributions 1,156,910 1,343,580 Dividends 646,383 -- ------------ ------------ 2,363,002 1,967,244 Loans to participants 7,063,127 6,609,435 ------------ ------------ Total assets 188,667,127 166,785,449 ------------ ------------ LIABILITIES -- -- ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $188,667,127 $166,785,449 ============ ============
See accompanying notes to financial statements. 3 RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the years ended December 31, 1994 and 1993
1994 1993 ------------ ------------ ADDITIONS Contributions: Employer $ 7,377,891 $ 6,188,047 Employee 15,379,175 15,096,447 Investment income: Interest income 7,111,337 6,929,739 Dividend Income 3,411,001 2,723,853 Net depreciation (2,726,520) (8,533,639) ------------ ------------ Total additions 30,552,884 22,404,447 ------------ ------------ DEDUCTIONS Withdrawals and terminations 8,671,206 6,491,627 ------------ ------------ NET INCREASE 21,881,678 15,912,820 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 166,785,449 150,872,629 ------------ ------------ End of year $188,667,127 $166,785,449 ============ ============
See accompanying notes to financial statements. 4 RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. Summary of Significant Plan Provisions Plan Description The Rhone-Poulenc Rorer Employee Savings Plan ("the Plan") is a voluntary, defined contribution Section 401(k) plan for salaried and hourly employees of Rhone-Poulenc Rorer Inc. ("the Company") and its U.S. subsidiaries. Trustee and Recordkeeper American Express Trust (formerly IDS Bank and Trust) is Plan recordkeeper and trustee. Eligibility Employees are eligible to join the Plan following the completion of three months of service (full-time employees) or one year of service (part-time employees). As of December 31, 1994 there were 5,559 participants in the plan. Contributions All participant contributions are made on a before-tax basis. Each participant may invest from 1 percent to 6 percent of annual basic compensation (to a maximum of $6,000) as a basic contribution. In addition, each participant may make an additional supplemental contribution, subject to certain limitations. The total of the basic and supplemental contributions can not exceed IRS limitations for each Plan year. For the 1995 and 1994 Plan years, the total of such contributions can not exceed $9,240. If a participant's annual contributions exceed the dollar limitation set by the IRS thereby requiring a distribution of such excess contributions, the participant will forfeit any employer contributions related to the distribution amount. Amounts forfeited will be used to reduce future employer contributions. Employee rollover contributions from other qualified retirement plans are permitted; such contributions are subject to the conditions and procedures set forth in the Plan. For the first eight months of 1993, the Company generally matched participants' basic contributions in accordance with the following schedule: Percent of Basic Contribution Company Contribution Percentage - ----------------------------- ------------------------------- 1st 1% 100% 2nd 1% 75% 3rd 1% 50% 4th through 6th 1% 25% 5 Effective September 1, 1993, the Company increased the basic matching contribution for the majority of plan participants to the following: Percent of Basic Contribution Company Contribution Percentage - ----------------------------- ------------------------------- 1st 1% 100% 2nd 1% 90% 3rd 1% 80% 4th through 6th 1% 50% Also effective September 1, 1993, the Company may make a contribution of $100 to the account of each new participant in the year the employee joins the Plan ("incentive contributions"). Such contributions totaled $11,600 in 1994 and $20,000 in 1993. Additional amounts may be contributed at the option of the Company's Savings Plan Committee; however, total Company contributions may not exceed $3,000 per participant during a Plan year. Except for incentive contributions, no additional Company contributions were made in 1994 or 1993. Employer contributions may be made in shares of the Company's common stock or in cash which is then used to purchase Rhone-Poulenc Rorer Inc. common stock. Vesting All participants are fully vested at all times in all amounts held in their accounts. Investment Options Prior to January 1, 1993, participants could elect to invest contributions in the Interest Accumulation Account, the Equity Index Account, shares of Rhone-Poulenc Rorer Inc. Common Stock or Rhone-Poulenc S.A. ("RP") Contingent Value Rights ("CVRs"). Effective January 1, 1993, investment options were expanded to include the following vehicles: IDS Discovery Fund, Inc.; IDS Federal Income Fund, Inc.; IDS International Fund, Inc.; IDS Managed Retirement Fund, Inc.; IDS Mutual, Inc.; IDS New Dimensions Fund, Inc.; and IDS Trust Collective Equity Index II Account. The RP CVRs expired in July 1993 and the IDS Trust Collective Equity Index II Account was replaced by the American Express Trust Equity Index Fund I in February 1994. Participants may choose any combination of available investment vehicles in increments of one percent of their contribution. All employer contributions are made to the Rhone-Poulenc Rorer Inc. Common Stock Account. A participant may not elect to transfer the employer contribution from common stock to another investment medium until the participant has reached age 55. Withdrawals/Distributions If a participant retires, dies, becomes permanently disabled, or otherwise separates from the Company, he (or in the case of death, his beneficiary) is entitled to the full amount of his accounts as valued on the applicable valuation date. In the event of a participant's death, distribution of his account will be made as soon as administratively practicable. Distributions for reasons of retirement, permanent disability or termination will be made upon written request. Distributions of a participant's account are typically made in a single payment; however, effective October 1992, distributions for reasons other than death may be made under a continuous withdrawal method at the discretion of the Savings Plan Committee. Deferrals of distributions can not be made past the age of 70 1/2. While employed, a participant may make certain withdrawals upon 30 days' written notice of (1) his basic and supplemental contributions made prior to 6 July 1, 1984, with the limitation of one such withdrawal in any Plan year, (2) the earnings on the pre-July 1, 1984 basic and supplemental contributions and rollover contributions, (3) employer contributions which are not invested in the Common Stock Account and which have been held in such accounts for at least two years, and (4) post-June 30, 1984 basic and supplemental contributions for the reason of financial hardship, as defined in the Plan. Hardship withdrawals must be approved by the Savings Plan Administrator. At the age of 59 1/2, the participant may withdraw any portion of his basic and supplemental contribution amounts. Before-tax contributions, Company matching and supplemental contributions, and all investment earnings are fully taxable upon distribution to the participant. Special lump-sum distribution rules apply for full Plan withdrawals made after age 59 1/2. A ten percent surtax, as well as a twenty percent mandatory withholding, is applicable to taxable withdrawals and distributions prior to age 59 1/2, subject to certain exceptions, including distributions due to death or permanent disability. Loan Provisions Any participant who is an employee may apply for a loan provided the request does not exceed 50% of his vested account value not to exceed $50,000 outstanding. Company matching contributions can not be liquidated to provide any portion of the loan principal. Only one loan may be made every 365 days, and all loans are subject to approval by the Savings Plan Administrator. Loan terms are generally limited to five years with no penalty for early repayment. Interest rates are determined by the Savings Plan Committee in accordance with prevailing market rates on similar types of loans. Interest paid by the participant is credited to the participant's account. Administrative expenses associated with loans are paid by the Company. When a participant receives a distribution from the Plan, any outstanding loan balance (plus accrued interest) will be deducted from the amount of the distribution. A participant may make arrangements to continue loan repayments beyond when he becomes entitled to a distribution as long as his remaining interest in the Plan exceeds his outstanding loan balance. Plan Expenses Brokerage commissions in connection with the Plan's purchase or sale of securities are added to the cost of the securities or deducted from the proceeds thereof, as the case may be. All other costs and expenses incurred in the administration of the Plan (i.e., trustee and recordkeeper fees) are currently paid by the Company. Termination of the Plan The Company's Board of Directors may amend or suspend the Plan from time to time and may terminate the Plan at any time (although there is no present intent to do so) provided, however, that no such action may cause the participants' employee and Company contribution accounts to be used for purposes other than the exclusive benefit of the participants and their beneficiaries. If the Plan is terminated with respect to all participants or a group of participants, all such participants' accounts shall become fully vested and all accounts of participants shall be distributed as soon as administratively possible. Certain prior year items have been reclassified to conform to current classifications. 7 2. Summary of Significant Accounting Policies Investments The Interest Accumulation Account is stated at contract value, cost plus interest income earned on an accrual basis, which approximates fair value. The Rhone-Poulenc Rorer Inc. Common Stock Account and the Contingent Value Rights Account are stated at the fair market value of the Rhone-Poulenc Rorer Inc. common stock and the RP CVRs included in the respective accounts. All of the IDS Funds are stated at the fair market value of the particular fund. Concentration of Credit Risk The Plan has invested substantially all its assets in investment accounts with four insurance companies, in IDS Bank and Trust Company funds and in Rhone- Poulenc Rorer Inc. common stock. Funds invested are subject to certain risks, which could result in losses to the Plan in the event of non-performance. In general, unless otherwise noted, no single common stock issue represents more than 4% of the total assets of a particular IDS fund at December 31, 1994, the IDS Federal Income Fund, Inc. holds approximately 60% (1993: 70%) of its total assets in the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation with the remaining 40% (1993: 30%) held in various other U.S. Government securities, primarily U.S. Treasury Bills. The IDS International Fund, Inc. holds various securities of companies located in Japan, United Kingdom and France which comprised 25%, 14% and 7%, respectively, of the total fund balance at December 31, 1994 (1993: 28%, 14% and 7%, respectively). The Plan requires no collateral to support such investments. The nature of the investments is discussed more fully in Note 3. Contributions Contributions from employees are deposited as soon as practicable but no more than thirty days after the end of the calendar month in which Rhone-Poulenc Rorer Inc. and its participating subsidiaries make payroll deductions from plan participants. Contributions from the employees and the Company are recorded in the same period as the corresponding payroll deductions. Net (Depreciation) Appreciation The Plan presents in the Statements of Changes in Net Assets Available for Benefits the net (depreciation) appreciation in the fair value of its investments which consists of the realized losses or gains and unrealized (depreciation) appreciation on those investments. 3. Significant Aspects of Investment Options IDS Discovery Fund, Inc. The IDS Discovery Fund, Inc. is a diversified mutual fund that invests primarily in common stocks of small and medium size growth companies, many of which specialize in technological innovation. Total units and unit values invested in the fund at December 31, 1994 and 1993 were 260,276 at $11.104 per unit and 226,757 at $12.064 per unit, respectively. There were 1,008 participants in the fund at December 31, 1994 (1993: 858). 8 IDS Federal Income Fund, Inc. The IDS Federal Income Fund, Inc. invests primarily in U.S. government and government agency securities. Total units and unit values invested in the fund at December 31, 1994 and 1993 were 174,199 at $4.775 per units and 173,216 at $5.064 per unit, respectively. There were 385 participants in the fund at December 31, 1994 (1993: 368). IDS International Fund, Inc. The IDS International Fund, Inc. is a diversified mutual fund that invests primarily in common stocks and securities convertible into common stocks of foreign issuers. Total units and unit values invested in the fund at December 31, 1994 and 1993 were 462,314 at $9.465 per unit and 221,380 at $10.349 per unit, respectively. There were 1,090 participants in the fund at December 31, 1994 (1993: 598). IDS Managed Retirement Fund, Inc. The IDS Managed Retirement Fund, Inc. is a diversified mutual fund that invests in common and preferred stocks, convertible securities, debt securities and money market instruments. The investments are both U.S. and foreign. Total units and unit values invested in the fund at December 31, 1994 and 1993 were 617,573 at $10.345 per unit and 432,723 at $11.826 per unit, respectively. There were 1,286 participants in the fund at December 31, 1994 (1993: 1,022). IDS Mutual, Inc. The IDS Mutual, Inc. is a diversified mutual fund that invests in common stocks and senior securities (preferred stock and debt securities) issued by U.S. and foreign companies as well as convertible securities and money market instruments. Total units and unit values invested in the fund at December 31, 1994 and 1993 were 402,014 at $11.021 per unit and 354,595 at $12.463 per unit, respectively. There were 1,184 participants in the fund at December 31, 1994 (1993: 1,052). IDS New Dimensions Fund, Inc. The IDS New Dimensions Fund, Inc. is a diversified mutual fund that invests primarily in common stocks and securities convertible into common stocks of U.S. and foreign companies. Total units and unit values invested in the fund at December 31, 1994 and 1993 were 540,153 at $13.289 per unit and 430,548 at $14.340 per unit, respectively. There were 1,718 participants in the fund at December 31, 1994 (1993: 1,432). IDS Trust Collective Equity Index II Account/American Express Trust Equity Index Fund I Account The IDS Trust Collective Equity Index II Account ("Equity Index II Account") was a fund of common stocks designed to closely match the total investment performance of the Standard and Poor's 500 Composite Stock Index. In February 1994, the Equity Index II Account was replaced by the American Express Trust Equity Index Fund I Account ("AMEX Equity Index Account"). The investment objectives and account portfolio of the AMEX Equity Index Account are essentially the same as the former investment vehicle. The account portfolio contains all common stock issues represented in the Standard and Poor's Index except for stock of American Express. No single common stock issue can exceed 10% of the account portfolio at the time of purchase. The AMEX Equity Index Account is passively maintained; transactions occur only for the purpose of investing new contributions, funding withdrawals, or adjusting to changes made in the composition of stocks included in the Standard and Poor's index. 9 Total units and unit values invested in the Equity Index II Account at December 31, 1993 were 1,629,156 at $11.489 per unit. There were 2,192 participants in the Equity Index II Account at December 31, 1993. There were 1,437,629 units at $12.169 per unit invested in the AMEX Equity Index Account at December 31, 1994 and 2,002 participants. Interest Accumulation Account The Interest Accumulation Account is a pool of interest-bearing contracts, the principal and interest of which are guaranteed by the issuing companies. Issuing companies of contracts in the account at December 31, 1994 were Aetna Life Insurance Company, John Hancock Mutual Life Insurance Company, The Prudential Insurance Company of America, and New York Life Insurance Company which was added to the pool effective January 27, 1994. The interest rate on funds on deposit in the Interest Accumulation Account ranged from 5.53 percent to 9.05 percent in 1994 and from 5.56 percent to 9.05 percent in 1993. There were 4,241 participants in the account at December 31, 1994 (1993: 4,392). Rhone-Poulenc Rorer Inc. Common Stock Account This account consists of Rhone-Poulenc Rorer Inc. common stock acquired at the prevailing market price and temporary investments held by the trustee. Total shares held in the account as of December 31, 1994 and 1993 were 1,282,833 and 1,032,658, respectively. Share value at the end of each year was $36.50 per share. There were 5,547 participants in the Rhone-Poulenc Rorer Inc. Common Stock Account at December 31, 1994 (1993: 5,640). Rhone-Poulenc S.A. Contingent Value Rights Account This account held the Rhone-Poulenc S.A. CVRs either received by the Plan during 1990 as a result of the transaction between RP and Rorer or subsequently acquired. The CVRs provided for payment in 1993 by RP to the holder of the CVRs of an amount contingent upon the price of the Company's common stock, subject to certain limitations and conditions. The CVRs matured in July 1993 and pursuant to their terms, RP paid CVR holders for each CVR the sum of $.12, representing the difference between the average market value of RPR common shares for a 90-day period prior to maturity ($49.01) and the CVR Target Price of $49.13. All proceeds from the matured CVRs were transferred into the Interest Accumulation Account. Total CVRs held in the account were 167,238 valued at $.09 per right at July 31, 1993. There were 1,719 participants in the Contingent Value Rights Account at July 31, 1993. 4. Tax status The Company obtained a determination letter from the Internal Revenue Service in May 1995 stating that the Plan, as amended and restated effective January 1, 1992, qualifies under Section 401(a) of the Internal Revenue Code and is therefore exempt from income taxes thereunder. 10 5. Net assets available for benefits by account at December 31, 1994 and 1993 were as follows: DECEMBER 31, 1994
IDS IDS FEDERAL IDS IDS MANAGED DISCOVERY INCOME INTERNATIONAL RETIREMENT IDS MUTUAL FUND, INC. FUND, INC. FUND, INC. FUND, INC. FUND, INC. ------------ ----------- ----------- ----------- ----------- ASSETS Investments $2,890,101 $831,800 $4,375,798 $6,388,793 $4,430,597 Cash 109 31 164 240 166 Receivables: Employer contributions -- -- -- -- -- Employee contributions 57,163 17,809 71,719 97,161 75,952 Dividends 6,525 -- 303,343 -- -- Loans to participants -- -- -- -- -- ---------- -------- ---------- ---------- ---------- Total assets $2,953,898 $849,640 $4,751,024 $6,486,194 $4,506,715 ---------- -------- ---------- ---------- ---------- LIABILITIES -- -- -- -- -- ---------- -------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $2,953,898 $849,640 $4,751,024 $6,486,194 $4,506,715 ========== ======== ========== ========== ========== RHONE-POULENC PARTICIPANTS' IDS NEW AMERICAN INTEREST RORER INC. PROMISSORY DIMENSIONS EXPRESS TRUST ACCUMULATION COMMON STOCK NOTES COMBINED FUND, INC. EQUITY INDEX FUND I ACCOUNT ACCOUNT ACCOUNT ACCOUNTS - ----------- ----------- ------------ ------------ ----------- ------------ $7,178,093 $17,494,513 $88,094,250 $46,823,405 $ -- $178,507,350 270 657 431,833 300,178 -- 733,648 -- -- -- 559,709 -- 559,709 133,361 104,475 406,635 192,635 -- 1,156,910 336,515 -- -- -- -- 646,383 -- -- -- -- 7,063,127 7,063,127 - ---------- ----------- ----------- ----------- ---------- ------------ $7,648,239 $17,599,645 $88,932,718 $47,875,927 $7,063,127 $188,667,127 - ---------- ----------- ----------- ----------- ---------- ------------ -- -- -- -- -- -- - ---------- ----------- ----------- ----------- ---------- ------------ $7,648,239 $17,599,645 $88,932,718 $47,875,927 $7,063,127 $188,667,127 ========== =========== =========== =========== ========== ============ DECEMBER 31, 1993 IDS IDS FEDERAL IDS IDS MANAGED DISCOVERY INCOME INTERNATIONAL RETIREMENT IDS MUTUAL FUND, INC. FUND, INC. FUND, INC. FUND, INC. FUND, INC. ---------- -------- ---------- ---------- ---------- ASSETS Investments $2,735,598 $877,163 $2,291,062 $5,117,380 $4,419,318 Cash 233 75 197 436 377 Receivables: Employer contributions -- -- -- -- -- Employee contributions 63,626 22,734 49,311 96,725 86,031 Loans to participants -- -- -- -- -- ---------- -------- ---------- ---------- ---------- Total assets $2,799,457 $899,972 $2,340,570 $5,214,541 $4,505,726 ---------- -------- ---------- ---------- ---------- LIABILITIES -- -- -- -- -- ---------- -------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $2,799,457 $899,972 $2,340,570 $5,214,541 $4,505,726 ========== ======== ========== ========== ========== RHONE-POULENC PARTICIPANTS' IDS NEW IDS TRUST INTEREST RORER INC. PROMISSORY DIMENSIONS COLLECTIVE ACCUMULATION COMMON STOCK NOTES COMBINED FUND, INC. EQUITY INDEX II ACCOUNT ACCOUNT ACCOUNT ACCOUNTS - ------------ ----------- ----------- ----------- ----------- ------------ $6,174,058 $18,717,374 $79,755,198 $37,692,017 $ -- $157,779,168 524 1,587 203,827 222,346 -- 429,602 -- -- -- 623,664 -- 623,664 133,112 129,203 507,934 254,904 -- 1,343,580 -- -- -- -- 6,609,435 6,609,435 - ------------ ----------- ----------- ----------- ---------- ------------ $6,307,694 $18,848,164 $80,466,959 $38,792,931 $6,609,435 $166,785,449 - ------------ ----------- ----------- ----------- ---------- ------------ -- -- -- -- -- -- - ------------ ----------- ----------- ----------- ---------- ------------ $6,307,694 $18,848,164 $80,466,959 $38,792,931 $6,609,435 $166,785,449 ============ =========== =========== =========== ========== ============ 11
6. Changes in net assets available for benefits for the year ended December 31, 1994 were as follows:
IDS IDS FEDERAL IDS IDS MANAGED DISCOVERY INCOME INTERNATIONAL RETIREMENT IDS MUTUAL FUND, INC. FUND, INC. FUND, INC. FUND, INC. FUND, INC. --------- --------- --------- --------- ---------- ADDITIONS Contributions: Employer $ -- $ -- $ -- $ -- $ -- Employee 751,055 279,853 931,299 1,258,283 1,034,002 Investment income: Interest income 24,764 10,538 22,015 31,063 28,103 Dividend income 6,525 47,401 303,343 529,673 403,617 Net (depreciation) appreciation (223,279) (49,127) (473,877) (827,477) (539,100) Transfers, net (266,845) (223,086) 1,751,793 642,164 (578,667) --------- --------- ---------- --------- -------- Total additions 292,220 65,579 2,534,573 1,633,706 347,955 --------- --------- ---------- --------- -------- DEDUCTIONS Withdrawals and terminations (137,779) (115,911) (124,119) (362,053) (346,966) --------- -------- --------- --------- -------- NET INCREASE 154,441 (50,332) 2,410,454 1,271,653 989 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 2,799,457 899,972 2,340,570 5,214,541 4,505,726 ---------- -------- ---------- ---------- ---------- End of year $2,953,898 $849,640 $4,751,024 $6,486,194 $4,506,715 ========== ======== ========== ========== ========== AMERICAN RHONE-POULENC PARTICIPANTS' IDS NEW IDS TRUST EXPRESS TRUST INTEREST RORER INC. PROMISSORY DIMENSIONS COLLECTIVE EQUITY INDEX ACCUMULATION COMMON STOCK NOTES COMBINED FUND ,INC. EQUITY INDEX II FUND I ACCOUNT ACCOUNT ACCOUNT ACCOUNTS - ----------- ---------- --------- ---------- ---------- ---------- ----------- $ -- $ -- $ -- $ -- $7,377,891 $ -- $ 7,377,891 1,752,170 (3,512) 1,413,438 5,381,141 2,581,446 -- 15,379,175 45,828 4,932 49,227 6,793,918 100,949 -- 7,111,337 336,515 32,146 464,203 -- 1,287,578 -- 3,411,001 (565,548) 565,023 (853,286) (23,899) 264,050 -- (2,726,520) 47,827 (19,308,225) 17,400,797 988,960 (908,410) 453,692 -- - ----------- ----------- ---------- ---------- ---------- ----------- ---------- 1,616,792 (18,709,636) 18,474,379 13,140,120 10,703,504 453,692 30,552,884 - ----------- ----------- ---------- ---------- ---------- ----------- ---------- (276,247) (138,528) (874,734) (4,674,361) (1,620,508) -- (8,671,206) - ----------- ----------- ---------- ---------- ---------- ----------- ----------- 1,340,545 (18,848,164) 17,599,645 8,465,759 9,082,996 453,692 21,881,678 6,307,694 18,848,164 -- 80,466,959 38,792,931 6,609,435 166,785,449 - ----------- ----------- ----------- ----------- ----------- ---------- ------------ $7,648,239 $ -- $17,599,645 $88,932,718 $47,875,927 $7,063,127 $188,667,127 =========== =========== =========== =========== =========== ========== ============ Transfers include new loans issued of $2,843,165 and repayments of $2,150,240.
Changes in net assets available for benefits for the year ended December 31, 1993 were as follows:
IDS IDS FEDERAL IDS IDS MANAGED DISCOVERY INCOME INTERNATIONAL RETIREMENT IDS MUTUAL FUND INC. FUND, INC. FUND, INC. FUND, INC. FUND, INC. ---------- ----------- ------------ ------------ ------------ ADDITIONS Contributions: Employer $ -- $ -- $ -- $ -- $ -- Employee 563,405 284,172 292,138 952,600 873,397 Investment income: Interest income 15,639 8,834 6,238 19,560 18,415 Dividend income 103,892 65,091 53,565 409,422 355,467 Net (depreciation) appreciation 114,570 (31,989) 228,403 128,591 (44,441) Transfers, net 2,042,215 642,718 1,862,676 3,858,036 3,428,676 ---------- ------- --------- --------- --------- Total additions 2,839,721 968,826 2,443,020 5,368,209 4,631,514 ---------- ------- --------- --------- --------- DEDUCTIONS Withdrawals and termination 40,264 68,854 102,450 153,668 125,788 ---------- ------- --------- --------- --------- NET INCREASE 2,799,457 899,972 2,340,570 5,214,541 4,505,726 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year -- -- -- -- -- ---------- -------- ---------- ---------- ---------- End of year $2,799,457 $899,972 $2,340,570 $5,214,541 $4,505,726 ========== ======== ========== ========== ========== RHONE-POULENC PARTICIPANTS' IDS NEW IDS TRUST INTERESTS RORER INC. PROMISSORY DIMENSIONS COLLECTIVE ACCUMULATION COMMON STOCK NOTES COMBINED FUND INC. EQUITY INDEX II ACCOUNT & CVR ACCOUNTS ACCOUNT ACCOUNTS - ----------- ---------- --------- ---------- ----------- ----------- $ -- $ -- $ -- $6,188,047 $ -- $ 6,188,047 1,232,533 1,759,057 5,519,331 3,619,814 -- 15,096,447 29,541 61,618 6,656,249 113,645 -- 6,929,739 296,726 478,739 -- 960,951 -- 2,723,853 216,049 1,287,334 -- (10,432,156) -- (8,533,639) 4,780,146 (5,135,935) (9,052,492) (4,847,322) 2,421,282 -- - ---------- ----------- --------- --------- ---------- ----------- 6,554,995 (1,549,187) 3,123,088 (4,397,021) 2,421,282 22,404,447 - ---------- ----------- --------- --------- ---------- ----------- 247,301 771,935 3,760,766 1,220,601 -- 6,491,627 - ---------- ----------- --------- ---------- ---------- ----------- 6,307,694 (2,321,122) (637,678) (5,617,622) 2,421,282 15,912,820 -- 21,169,286 81,104,637 44,410,553 4,188,153 150,872,629 - ---------- ----------- ----------- ----------- ---------- ------------ $6,307,694 $18,848,164 $80,466,959 $38,792,931 $6,609,435 $166,785,449 ========== =========== =========== =========== ========== ============ Transfers include new loans issued of $4,017,459 and repayments of $1,596,177.
13 ITEM 27 (a) RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES at December 31, 1994
Party- in- interest Identity of Issue Description of Investment Cost Current Value - -------- -------------------------- ---------------------------------- ----------- -------------- N/A IDS Discovery Fund, Inc. Equity mutual fund (260,276 units at $11.104 per unit) $2,973,045 $2,890,101 N/A IDS Federal Income Fund, Inc. Fixed income mutual fund (174,199 units at $4.775 per unit) 889,579 831,800 N/A IDS International Fund, Inc. Equity mutual fund (462,314 units at $9.465 per unit) 4,678,769 4,375,798 N/A IDS Managed Retirement Fund, Balanced mutual fund Inc. (617,573 units at $10.345 per unit) 7,091,951 6,388,793 N/A IDS Mutual, Inc. Balanced mutual fund (402,014 units at $11.021 per unit) 4,979,749 4,430,597 N/A IDS New Dimensions Fund, Inc. Equity mutual fund (540,153 units at $13.289 per unit) 7,567,735 7,178,093 N/A American Express Trust Equity Equity Index Account Index Fund I (1,437,629 units at $12.169 per unit) 18,227,188 17,494,513 * Rhone-Poulenc Rorer Inc. Common Rhone-Poulenc Rorer Inc. Common Stock Stock (1,282,833 shares at $36.50 per share) 50,593,910 46,823,405 N/A Aetna Group Deferred Annuity Interest Accumulation Account Contract (Interest rate of 9.05%; matures 10/2/97) 35,930,628 52,282,806 N/A John Hancock Group Deferred Interest Accumulation Account Annuity Contracts (Interest rates of 5.56% and 8.92%; mature 1/31/98) 8,500,000 10,968,638 N/A The Prudential Group Deferred Interest Accumulation Account Annuity Contract (Interest rate of 6.52%; matures 12/30/2000) 11,500,000 13,582,441 N/A New York Life Group Deferred Interest Accumulation Account Annuity Contract (Interest rate of 5.53%; matures 1/15/2000) 10,742,000 11,260,365 N/A American Express Trust Income Income fund 432,731 431,833 Fund II N/A American Express Trust Money Money market fund 300,178 300,178 Market Fund I N/A Participant Promissory Notes Participant loans -- 7,063,127 ------------- ------------- $164,407,463 $186,302,488 ============= =============
14 ITEM 27 (a) RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN SCHEDULE OF ASSETS BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR For the Year Ended December 31, 1994
Costs of Proceeds of Identity of Issue Description of Asset Acquisitions Dispositions - ------------------------------ ---------------------------------------- ------------- ------------- IDS Federal Income Fund, Inc Fixed income mutual fund, 87,487 units ($453,968) $ 428,388 IDS Discovery Fund, Inc Equity mutual fund, 102,562 units (1,189,997) 1,146,764 IDS International Fund Inc. Equity mutual fund, 73,434 units (728,857) 760,845 IDS Managed Retirement Fund Inc. Balanced mutual fund, 108,887 units (1,263,178) 1,239,870 IDS Mutual, Inc. Balanced mutual fund, 124,565 units (1,567,809) 1,504,560 IDS New Dimensions Fund, Inc. Equity mutual fund, 119,962 units (1,682,131) 1,678,787 John Hancock Group Deferred 5.56% deferred annuity contract maturing Annuity Contract 1/31/98, 280,446 face amount (280,446) 273,000 New York Life Group Deferred Annuity 5.53% deferred annuity contract maturing Contracts 1/15/2000, 2,805,000 face amount (2,805,000) 2,805,000 Rhone-Poulenc Rorer Common Stock 70,750 common shares (2,824,570) 2,513,681 American Express Trust Income Fund II Income fund, 579,176 units (8,265,942) 8,266,921 American Express Trust Equity Index Fund I Equity index account, 227,567 units (2,850,493) 2,727,800 IDS Trust Collective Equity Index II Equity index account, 13,731 units (192,533) 192,533 American Express Trust Money Market Fund I Money market fund, 27,484,385 face amount (27,484,385) 27,484,385 Participant Promissory Notes Participant loans of $2,399,174 at interest rates of 6.75% to 8.50% -- -- -------------- ------------ ($51,589,309) $51,022,534 ============== ============
15 ITEM 27 (d) RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN SCHEDULE OF REPORTABLE TRANSACTIONS for the Year Ended December 31, 1994
Identity of Party Number of Net Purchase Net Selling Current Net Gain Involved Description of Asset Transactions Price Price Cost Value or (Loss) - ---------------- ------------------------ --------- ----------- ---------- ----------- ----------- --------- Single transactions exceeds 5% of value IDS Bank & Trust Aetna Group Deferred Annuity Contract at 9.05%, matures 10/2/97; 11,660,708 units 1 $ -- $ 1.00 $11,586,505 $11,660,708 $ 74,203 IDS Bank & Trust American Express Trust Equity Index Fund I; 1,532,510 units 1 12.412 -- 19,021,509 19,021,509 -- IDS Bank & Trust IDS Trust Collective Equity Index II; 1,612,258 units 1 -- 11.857 16,819,259 19,116,547 2,297,288 IDS Bank & Trust American Express Trust Money Market Fund I; 8,528,888 units 1 1.00 -- 8,528,888 8,528,888 -- Series of transactions with same broker exceeds 5% of value IDS Bank & Trust Interest Accumulation Account; Group Deferred 16 1.00 -- 16,547,000 16,547,000 -- Annuity Contracts at rates from 5.58% to 9.05%; 9 -- 1.00 14,664,505 14,738,708 74,204 maturing 1997-2000 IDS Bank & Trust Participant Promissory 148 1.00 -- 2,818,777 2,818,777 -- Notes at interest rates of 6.75% to 8.50% 113 -- 1.00 2,386,053 2,386,053 --
16 ITEM 27 (d) RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN SCHEDULE OF REPORTABLE TRANSACTIONS for the Year Ended December 31, 1994
Identity Number of Party of Trans Net Purchase Net Selling Current Net Gain Involved Description of Asset actions Price Price Cost Value or (Loss) - -------- -------------------- -------- ------------ ----------- --------- --------- -------- Series of transactions in the same security exceeds 5% of value IDS Bank Rhone-Poulenc Rorer 38 $32.375 to $39.500 $11,613,129 $11,613,129 -- & Trust Common Stock 29 $32.375 to $39.500 2,824,568 2,513,681 (310,887) IDS Bank American Express Trust 75 13.991 to 14.532 8,698,669 8,698,669 -- & Trust Income Fund II 127 13.993 to 14.562 8,265,949 8,266,928 979 IDS Bank American Express Trust 56 11.562 to 12.467 21,077,680 21,077,680 -- & Trust Equity Index Fund I 157 11.049 to 11.288 2,850,505 2,727,808 (122,697) IDS Bank IDS Trust Collective 8 11.497 to 11.699 192,534 192,534 -- & Trust Equity Index II 26 11.049 to 11.888 17,148,580 19,473,281 2,324,701 IDS Bank American Express Trust 161 1.00 27,484,389 27,484,389 -- & Trust Money Market Fund I 239 1.00 27,816,170 27,816,170 --
17 INDEX TO EXHIBITS Exhibit No. 1 Consent of Independent Accountants 18 EX-1 2 EXHIBIT 1 Exhibit 1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Rhone-Poulenc Rorer Inc. on Form S-8 (Registration No. 33-17269) of our report dated June 9, 1995, on our audits of the financial statements and supplemental schedules of Rhone-Poulenc Rorer Inc. Employee Savings Plan as of December 31, 1994 and 1993, and for the years ended December 31, 1994 and 1993 which report is included in this Annual Report on Form 11-K. /s/ COOPERS & LYBRAND L.L.P. COOPERS & LYBRAND L.L.P. Philadelphia, Pennsylvania June 27, 1995 19 -----END PRIVACY-ENHANCED MESSAGE-----