-----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, G8Ebq2A9v1VJngmNsguofqEmbK1naepAPiMj5P8t8oxjRBessszV2joPXk7Cnxlh qvHLNPWshOswK8g+9FJzVQ== 0000217028-94-000005.txt : 19940702 0000217028-94-000005.hdr.sgml : 19940702 ACCESSION NUMBER: 0000217028-94-000005 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RHONE POULENC RORER INC CENTRAL INDEX KEY: 0000217028 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94535606 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 12/31/93 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, 1993 or 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 24, 1994 RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN By: /s/ David Brandies ------------------------------------------ David Brandies, for the Employee Savings Plan Committee, Administrator Financial Statements and Exhibits RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN ANNUAL REPORT ON FORM 11-K For the year ended December 31, 1993 Page No.* (a) Financial Statements: Report of Independent Public Accountants 2 Statements of Financial Condition at December 31, 1993 and 1992 3 Statements of Income and Changes in Plan Equity for the years ended December 31, 1993, 1992 and 1991 4 Notes to Financial Statements 5-12 Supplemental Schedules: Schedule I - Investments at December 31, 1993 13 Schedule II - Statements of Financial Condition by Account at December 31, 1993 and 1992 14-15 Schedule III - Statements of Income and Changes in Plan Equity by Account for the years ended December 31, 1993, 1992 and 1991 16-18 * Refers to page number in the 1993 Annual Report of the Rhone- Poulenc Rorer Employee Savings Plan. (b) Exhibits: (1) Consent of Independent Public Accountants ANNUAL REPORT OF THE RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN _____________ for the year ended December 31, 1993 RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND SCHEDULES __________ Page No. Report of Independent Public Accountants 2 Financial Statements: Statements of Financial Condition at December 31, 1993 and 1992 3 Statements of Income and Changes in Plan Equity for the years ended December 31, 1993, 1992, and 1991 4 Notes to Financial Statements 5-12 Supplemental Schedules: Schedule I - Investments at December 31, 1993 13 Schedule II - Statements of Financial Condition by Account at December 31, 1993 and 1992 14-15 Schedule III - Statements of Income and Changes in Plan Equity by Account for the years ended December 31, 1993, 1992 and 1991 16-18 - 1 - Report of Independent Public Accountants To the Employee Savings Plan Committee: We have audited the accompanying statements of financial condition of Rhone-Poulenc Rorer Employee Savings Plan (the Plan) as of December 31, 1993 and 1992, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1993. 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 financial condition of the Plan as of December 31, 1993 and 1992, and the changes in plan equity for each of the three years in the period 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 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. The fund information in the statements of financial condition and the statements of income and changes in plan equity is presented for purposes of additional analysis rather than to present the financial condition by account (Schedule II) and the statements of income and changes in plan equity by account (Schedule III) of each fund. The supplemental schedules and fund information 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 -------------------------- COOPERS & LYBRAND Philadelphia, Pennsylvania June 10, 1994 - 2 - RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION at December 31, 1993 and 1992
ASSETS 1993 1992 ----------------- ---------------- $ 157,779,168 $ 144,547,076 Investments Cash 429,602 577,169 Receivable from Rhone-Poulenc Rorer Inc.: Employer contributions 623,664 456,502 Employee contributions 1,343,580 1,103,729 ----------------- ---------------- 1,967,244 1,560,231 Loans to participants 6,609,435 4,188,153 ----------------- ---------------- Total assets $ 166,785,449 $ 150,872,629 ================= ================ LIABILITIES AND PLAN EQUITY Plan equity $ 166,785,449 $ 150,872,629 ----------------- ---------------- Total liabilities and plan equity $ 166,785,449 $ 150,872,629 ================= ================
See accompanying notes to financial statements. - 3 - RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY for the years ended December 31, 1993, 1992 and 1991
1993 1992 1991 -------------- ------------ ------------- Additions: Contributions: Employer $ 6,188,047 $ 4,800,608 $ 3,611,581 Employee 15,096,447 13,575,102 9,585,803 Transfer in of net assets -- 2,704,239 1,486,532 Investment income: Interest income 6,929,739 6,943,378 7,030,685 Dividend income 2,723,853 1,062,522 665,500 Net (depreciation) appreciation (8,533,639) (13,708,852) 20,662,471 -------------- -------------- ------------ Total additions 22,404,447 15,376,997 43,042,572 -------------- -------------- ----------- Deductions: Withdrawals and terminations 6,491,627 8,822,827 8,249,230 Employer refund -- -- 334,344 -------------- ----------- ------------ Total deductions 6,491,627 8,822,877 8,583,547 -------------- ------------ ------------- Net increase in Plan equity 15,912,820 6,554,170 34,458,998 Plan equity, beginning of year 150,872,629 144,318,459 109,859,461 -------------- ------------ ------------- Plan equity, end of year $166,785,449 $150,872,629 $144,318,459 ============= ============ ============
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 401(k) plan for salaried and hourly employees of Rhone-Poulenc Rorer Inc. (the Company) and its U.S. subsidiaries. Trustee and Recordkeeper Effective October 1992, IDS Bank and Trust (a subsidiary of American Express Company) was appointed 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, 1993 there were 5,748 employees participating 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 1993 Plan year the total of such contributions could not exceed $8,994; for the 1994 Plan year, this limit is $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. - 5 - For the Plan year 1991, 1992 and the first eight months of 1993, the Company 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% Effective September 1, 1993, the Company increased the basic matching contribution as follows: Percent of Basic Contribution Company Contribution Percentage 1st 1% 100% 2nd 1% 90% 3rd 1% 80 4th through 6th 1% 50% Additional amounts may be contributed at the option of the Company's Board of Directors; however, total Company contributions may not exceed $3,000 per participant during a Plan year. No additional Company contributions were made in 1993, 1992 or 1991. 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. In 1992, approximately $300,000 was credited toward amounts paid by the Company as employer contributions representing excess and forfeited employer contributions included in accounts payable to Rhone-Poulenc Rorer at December 31, 1991. 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 Fund, Inc.; IDS New Dimensions Fund, Inc.; and IDS Trust Collective Equity Index II Account. Currently, participants may choose any combination of the investment vehicles listed above in increments of one percent of their contribution except for the RP CVRs which expired in July 1993. - 6 - 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 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. Distribution of the accounts for the reasons of death or retirement will be made as soon as administratively practicable after the calendar quarter. Distribution for reasons of permanent disability or termination of employment will be paid at the normal retirement date or upon written request for distribution. While employed, a participant may make certain withdrawals upon 30 days' written notice of (1) his basic and supplemental contributions made prior to 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. 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 Plan participant may apply for a loan provided the request does not exceed 50% of the vested account value not to exceed $50,000 outstanding. 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. 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 are paid from the assets of the - 7 - Plan unless otherwise paid by the Company. Currently, trustee fees and recordkeeping fees are 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. Plan Mergers and Consolidations Effective December 31, 1991, the Armour Pharmaceutical Company Hourly Employee Savings Plus Plan (the Armour Plan) was merged into the Plan. As a result, $1.5 million of Armour Plan net assets were transferred to the Plan in 1991 and are reflected in the Plan financial statements as of December 31, 1991. Effective January 1, 1992, the Company's Payroll Stock Ownership Plan was merged into the Plan. As a result, 41,764 shares ($2.7 million) of Rhone-Poulenc Rorer common stock were transferred into the Rhone- Poulenc Rorer Common Stock account. Certain prior year items have been reclassified to conform to current classifications. 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. 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, see Note 5, "Investments." On May 7, 1991, the Company announced a two-for-one common stock split effective June 7, 1991 for shareholders of record on May 17, 1991. RP, holder of approximately 68% of the Company's shares, similarly split the CVRs it issued in July 1990. Concentration of Credit Risk The Plan has invested substantially all its assets in investment accounts with three 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. - 8 - In general, unless otherwise noted, no single common stock issue represents more than 4% of the total assets of a particular IDS fund. The IDS Federal Income Fund, Inc. holds approximately 70% of its total assets in the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation with the remaining 30% held in various other U.S. Government securities including the Government National Mortgage Association and U.S. Treasury Bills. The IDS International Fund, Inc. holds various securities of companies located in Japan, United Kingdom and France which comprise 28%, 14% and 7%, respectively, of the total fund balance. 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 Income and Changes in Plan Equity 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, 1993 were 226,757 at $12.064, respectively. There were 858 participants in the fund at December 31, 1993. 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, 1993 were 173,216 at $5.064, respectively. There were 368 participants in the fund at December 31, 1993. - 9 - 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, 1993 were 221,380 at $10.349, respectively. There were 598 participants in the fund at December 31, 1993. 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, 1993 were 432,723 at $11.826, respectively. There were 1,022 participants in the fund at December 31, 1993. IDS Mutual Fund, Inc. The IDS Mutual Fund, 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, 1993 were 354,595 at $12.463, respectively. There were 1,052 participants in the fund at December 31, 1993. 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, 1993 were 430,548 at $14.340, respectively. There were 1,432 participants in the fund at December 31, 1993. IDS Trust Collective Equity Index II Account The IDS Trust Collective Equity Index II Account, formerly called the Equity Index Account, is a fund of common stocks currently managed by IDS and designed to closely match the total investment performance of the Standard and Poor's 500 Composite Stock Index. The account portfolio contains all common stock issues represented in the Standard and Poor's Index except for stock of its parent company (American Express). The 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. Total units and unit values invested in the account at December 31, 1993 and 1992 were 1,629,156 at $11.489 per unit and 1,995,153 at $10.509 per unit, respectively. There were 2,192 participants in the IDS Trust Collective Equity II Index Account at December 31, 1993 (1992 - 4,640). - 10 - 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, as of December 31, 1993 those companies were Aetna Life Insurance Company, John Hancock Mutual Life Insurance Company and The Prudential Insurance Company of America. Effective January 1994 New York Life was added to the pool. The interest rate on funds on deposit in this account during 1993 ranged from 5.56 percent to 9.05 percent, and from 6.52 percent to 9.05 percent in 1992. There were 4,392 and 4,640 participants in the Interest Accumulation Account at December 31, 1993 and 1992, respectively. 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, currently IDS Bank & Trust. Total shares held in the account as of December 31, 1993 were 1,032,658 valued at $36.50 per share. At December 31, 1992 there were 921,292 shares valued at $46.625 per share. There were 5,640 participants in the Rhone-Poulenc Rorer Inc. Common Stock Account at December 31, 1993 (1992 - 5,488). 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 and 1,878 participants in the Contingent Value Rights Account at July 31, 1993 and December 31, 1992, respectively. 4. Investments Investments, including costs, are detailed as follows:
December 31, 1993 1992 ------------ ------------- IDS Discovery Fund, Inc. (cost: 1993, $2,638,825) $ 2,735,598 $ -- IDS Federal Income Fund, Inc. (cost: 1993, $911,398) 877,163 -- IDS International Fund, Inc. (cost: 1993, $2,088,372) 2,291,062 --
- 11 -
December 31, 1993 1992 ------------- ------------- IDS Managed Retirement Fund, Inc. (cost: 1993, $5,017,033) 5,117,380 -- IDS Mutual Fund, Inc. (cost: 1993, $4,492,920) 4,419,318 -- IDS New Dimensions Fund, Inc. (cost: 1993, $6,002,089) 6,174,058 -- IDS Trust Collective Equity Index II (cost: 1993, $16,956,049 and 1992, $12,183,266) 18,717,374 20,967,063 Interest Accumulation Account (cost: 1993, $73,487,742 and 1992, $52,658,974) 79,755,198 80,181,207 Rhone-Poulenc Rorer Inc. Common Stock Account (cost: 1993, $47,141,513 and 1992, $36,187,386) 37,692,017 42,955,240 Rhone-Poulenc S.A. Contingent Value Rights (cost: 1993, $ -- and 1992, $692,660) -- 443,566 ------------- ------------- $157,779,168 $144,547,076 ============= =============
5. Tax status The Plan's counsel believes that the Plan, as amended and restated effective January 1, 1992, is designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and is qualified, and therefore tax exempt, thereunder. The Company intends to file a request with the IRS for a favorable determination letter. - 12 - Schedule I RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN INVESTMENTS at December 31, 1993
Party- in- interest Identity of Issue Description of investment Cost Current Value - - - - - -------- ---------------------------- ------------------------------- ------------ ---------------- N/A IDS Discovery Fund, Inc. Equity mutual fund (226,757 units at $12.064 per unit) $ 2,638,825 $ 2,735,598 N/A IDS Federal Income Fund, Inc. Fixed mutual fund (173,216 units at $5.064 per unit) 911,398 877,163 N/A IDS International Fund, Inc. Equity mutual fund (221,380 units at $10.349 per unit) 2,088,372 2,291,062 N/A IDS Managed Retirement Fund, Balanced mutual fund Inc. (432,723 units at $11.826 per unit) 5,017,033 5,117,380 N/A IDS Mutual Fund, Inc. Balanced mutual fund (354,595 units at $12.463 per unit) 4,492,920 4,419,318 N/A IDS New Dimensions Fund, Inc. Equity mutual fund (430,548 units at $14.340 per unit) 6,002,089 6,174,058 N/A IDS Trust Collective Equity Equity Index Account Index II (1,629,156 units at $11.489 per unit) 16,956,049 18,717,374 N/A Rhone-Poulenc Rorer Rhone-Poulenc Rorer Inc. Inc. Common Stock Common Stock (1,032,658 shares at $36.50 per share) 47,141,513 37,692,017 N/A Aetna Group Deferred Annuity Interest Accumulation Account Contract (Interest rate of 9.05 percent) 54,877,435 59,557,697 N/A John Hancock Group Deferred Interest Accumulation Account Annuity Contracts (Interest rates from 5.56 percent to 8.92 percent) 6,861,262 7,446,430 N/A The Prudential Group Deferred Interest Accumulation Account Annuity Contract (Interest rate of 6.52 percent) 11,749,045 12,751,071 ------------- ------------- $158,735,941 $157,779,168 ============= =============
- 13 - Schedule II RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION BY ACCOUNT at December 31, 1993
IDS IDS IDS IDS IDS IDS IDS TRUST INTEREST RHONE- PARTICI COMBINED DISCOVERY FEDERAL INTERNA MANAGED MUTUAL NEW COLLECTIVE ACCUMU POULENC PANT ACCOUNTS FUND, INCOME TIONAL RETIRE FUND, DIMENSIONS EQUITY LATION RORER PROMMIS INC. FUND, FUND, MENT FUND, INC. FUND, INDEX II ACCOUNT COMMON SORY INC. INC. INC. INC. STOCK NOTES ----------------------------------------------------------------------------------------------------------------------------- ASSETS Invest- ments $2,735,598 $877,163 $2,291,062 $5,117,380 $4,419,318 $6,174,058 $18,717,374 $79,755,198 $37,692,017 $ -- $157,779,168 Cash 233 75 197 436 377 524 1,587 203,827 222,346 -- 429,602 Recei vables: Employer contri- butions -- -- -- -- -- -- -- -- 623,664 -- 623,664 Employee contri- bution 63,626 22,734 49,311 96,725 86,031 133,112 129,203 507,934 254,904 -- 1,343,580 Loans to partici- pants -- -- -- -- -- -- -- -- -- 6,609,435 6,609,435 --------------------------------------------------------------------------------------------------------------------------- Total assets $2,799,457 $899,972 $2,340,570 $5,214,541 $4,505,726 $6,307,694 $18,848,164 $80,466,959 $38,792,931 $6,609,435 $166,785,449 =========================================================================================================================== LIABILITIES AND PLAN EQUITY Plan equity $2,799,457 $899,972 $2,340,570 $5,214,541 $4,505,726 $6,307,694 $18,848,164 $80,466,959 $38,792,931 $6,609,435 $166,785,449 --------------------------------------------------------------------------------------------------------------------------- Total Liabil ities and plan equity $2,799,457 $899,972 $2,340,570 $5,214,541 $4,505,726 $6,307,694 $18,848,164 $80,466,959 $38,792,931 $6,609,435 $166,785,449 ===========================================================================================================================
- 14 - Schedule II RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION BY ACCOUNT at December 31, 1992
RHONE-POULENC INTEREST EQUITY RORER INC. PARTICIPANTS' ACCUMULATION INDEX COMMON STOCK PROMISSORY COMBINED ACCOUNT ACCOUNT AND CVR ACCOUNTS NOTES ACCOUNT ACCOUNTS ---------------------------------------------------------------------------------------------- ASSETS Investments $ 80,181,207 $ 20,967,063 $ 43,398,806 $ -- $ 144,547,076 Cash 413,280 -- 163,889 -- 577,169 Receivables: Employer contributions -- -- 456,502 -- 456,502 Employee contributions 510,150 202,223 391,356 -- 1,103,729 Loans to participants -- -- -- 4,188,153 4,188,153 ----------------------------------------------------------------------------------------- Total assets $ 81,104,637 $ 21,169,286 $ 44,410,553 $ 4,188,153 $ 150,872,629 ========================================================================================= LIABILITIES AND PLAN EQUITY Plan equity 81,104,637 21,169,286 44,410,553 4,188,153 150,872,629 ---------------------------------------------------------------------------------------- Total liabilities and plan equity $ 81,104,637 $ 21,169,286 $ 44,410,553 $ 4,188,153 $ 150,872,629 =========================================================================================
- 15 - Schedule III RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY BY ACCOUNT for the year ended December 31, 1993
IDS IDS IDS IDS IDS IDS IDS TRUST INTEREST RHONE- PARTICI COMBINED DISCOVERY FEDERAL INTERNA MANAGED MUTUAL NEW COLLECTIVE ACCUMU POULENC PANTS ACCOUNTS FUND, INCOME TIONAL RETIRE FUND, DIMENSIONS EQUIY LATION RORER PROMIS INC. FUND, FUND, MENT FUND, INC. FUND, INDEX II ACCOUNT COMMON SORY INC. INC. INC. INC. STOCK NOTES ACCOUNT ACCOUNTS -------------------------------------------------------------------------------------------------------------------------- Additions: Contribution: Employer $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 6,188,047 $ -- $ 6,188,047 Employee 563,405 284,172 292,138 952,600 873,397 1,232,533 1,759,057 5,519,331 3,619,814 -- 15,096,447 Investment income: Interest income 15,639 8,834 6,238 19,560 18,415 29,541 61,618 6,656,249 113,645 -- 6,929,739 Dividend income 103,892 65,091 53,565 409,422 355,467 296,726 478,739 -- 960,951 -- 2,723,853 Net (depreciation) /appreci- ation 114,570 (31,989) 228,403 128,591 (44,441) 216,049 1,287,334 -- (10,432,156) -- (8,533,639) Transfers, (1) net 2,042,215 642,718 1,862,676 3,858,036 3,428,676 4,780,146 (5,135,935) (9,052,492) (4,847,322) 2,421,282 -- --------------------------------------------------------------------------------------------------------------------------- Total additions 2,839,721 968,826 2,443,020 5,368,209 4,631,514 6,554,995 (1,549,187) 3,123,088 (4,397,021) 2,421,282 22,404,447 Deductions: Withdrawals and termin ations 40,264 68,854 102,450 153,668 125,788 247,301 771,935 3,760,766 1,220,601 -- 6,491,627 --------------------------------------------------------------------------------------------------------------------------- Net increase in plan equity 2,799,457 899,972 2,340,570 5,214,541 4,505,726 6,307,694 (2,321,122) (637,678) (5,617,622) 2,421,282 15,912,820 Plan equity beginning of year -- -- -- -- -- -- 21,169,286 81,104,637 44,410,553 4,188,153 150,872,629 --------------------------------------------------------------------------------------------------------------------------- Plan equity end of year $2,799,457 $899,972 $2,340,570 $5,214,541 $4,505,726 $6,307,694 $18,848,164 $80,466,959 $38,792,931 $6,609,435 $166,785,449 ============================================================================================================================ (1) Transfers include new loans issued of $4,017,459 and repayments of $1,596,177.
- 16 - Schedule III RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY BY ACCOUNT for the year ended December 31, 1992
RHONE-POULENC PARTICIPANTS INTEREST EQUITY RORER INC. PROMISSORY ACCUMULATION INDEX COMMON STOCK NOTES COMBINED ACCOUNT ACCOUNT CVR ACCOUNT ACCOUNT ACCOUNTS ---------------------------------------------------------------------------- Additions: Contributions: Employer $ -- $ -- $ 4,800,608 $ -- $ 4,800,608 Employee 6,461,637 2,489,834 4,623,631 -- 13,575,102 Assets transferred in -- -- 2,704,239 -- 2,704,239 Investment income: Interest income 6,640,050 130,869 172,459 -- 6,943,378 Dividend income -- 504,025 558,497 -- 1,062,522 Net (depreciation) appreciation -- 872,845 (14,581,697) -- (13,708,852) Transfers, net (7,367,174) 1,373,114 4,842,975 1,151,085(1) -- ----------------------------------------------------------------------------- Total additions 5,734,513 5,370,687 3,120,712 1,151,085 15,376,997 ----------------------------------------------------------------------------- Deductions: Withdrawals and terminations 5,028,071 1,128,858 2,665,898 -- 8,822,827 ------------------------------------------------------------------------------ Net increase in Plan equity 706,442 4,241,829 454,814 1,151,085 6,554,170 Plan equity, beginning of year 80,398,195 16,927,457 43,955,739 3,037,068 144,318,459 ------------------------------------------------------------------------------ Plan equity, end of year $ 81,104,637 $ 21,169,286 $ 44,410,553 $ 4,188,153 $150,872,629 ============================================================================== (1) Transfers include new loans issued of $2,263,610 and repayments of $1,112,525.
- 17 - Schedule III RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY BY ACCOUNT for the year ended December 31, 1991
RHONE-POULENC INTEREST EQUITY RORER INC. PARTICIPANTS ACCUMULATION INDEX COMMON STOCK & PROMISSORY COMBINED ACCOUNT ACCOUNT CVR ACCOUNTS NOTES ACCOUNT ACCOUNTS ---------------------------------------------------------------------------- Additions: Contributions: Employer $ -- $ -- $ 3,611,581 $ $ 3,611,581 Employee 5,667,098 1,663,304 2,255,401 9,585,803 Assets transferred in 754,558 132,318 599,656 -- 1,486,532 Investment income: Interest income 6,845,930 98,992 85,763 -- 7,030,685 Dividend income -- 423,746 241,754 -- 665,500 Net appreciation -- 3,270,047 17,392,424 -- 20,662,471 Transfers, net (6,157,527) 194,823 4,150,167 1,812,537(1) -- ------------------------------------------------------------------------------- Total additions 7,110,059 5,783,230 28,336,746 1,812,537 43,042,572 Deductions: Withdrawals and termination 6,118,605 878,227 1,252,398 -- 8,249,230 Employer refund 187,706 291 146,347 -- 334,344 ------------------------------------------------------------------------------ Total deductions 6,306,311 878,518 1,398,745 -- 8,583,574 ------------------------------------------------------------------------------ Net increase in Plan equity 803,748 4,904,712 26,938,001 1,812,537 34,458,998 Plan equity, beginning of year 79,594,447 12,022,745 17,017,738 1,224,531 109,859,461 --------------------------------------------------------------------------------- Plan equity, end of year $ 80,398,195 $ 16,927,457 $ 43,955,739 $ 3,037,068 $144,318,459 ================================================================================= (1) Transfers include new loans issued of $2,146,278 and repayments of $333,741.
- 18 - INDEX TO EXHIBITS Exhibit No. 1. Consent of Independent Public Accountants Exhibit 1 CONSENT OF INDEPENDENT PUBLIC 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 10, 1994, on our audits of the financial statements and supplemental schedules of Rhone-Poulenc Rorer Inc. Employee Savings Plan as of December 31, 1993 and 1992, and for the years ended December 31, 1993, 1992, and 1991, which report is included in this Annual Report on Form 11-K. /s/ COOPERS & LYBRAND ----------------------- COOPERS & LYBRAND Philadelphia, Pennsylvania June 24, 1994 -----END PRIVACY-ENHANCED MESSAGE-----