-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DzQsU5ciKaJSKTA3SN7oG/Qq6ihu4+IlHRrm2tDkl15zgywntLg9XOyFpVRa2ILq R0bRj8da8Kr6R9XUUQftfA== 0000217028-96-000021.txt : 19960627 0000217028-96-000021.hdr.sgml : 19960627 ACCESSION NUMBER: 0000217028-96-000021 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960626 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: 96586195 BUSINESS ADDRESS: STREET 1: 500 ARCOLA RD STREET 2: P O BOX 1200 M/S 5B14 CITY: COLLEGEVILLE STATE: PA ZIP: 19426-0107 BUSINESS PHONE: 6104548000 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 BODY OF DOCUMENT - ---------------------------------------------------------------------- - ---------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1995 ----------------- [ ] 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 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 ------------ - ---------------------------------------------------------------------- - ---------------------------------------------------------------------- RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN ANNUAL REPORT ON FORM 11-K For the year ended December 31, 1995 Table of Contents ----------------- Page No.* -------- (a) Financial Statements: Report of Independent Accountants 2 Statements of Net Assets Available for Benefits at December 31, 1995 and 1994 3 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1995 and 1994 4 Notes to Financial Statements 5-16 Supplemental Schedules: Schedule of Assets Held for Investment Purposes at December 31, 1995 17 Schedule of Reportable Transactions for the year ended December 31, 1995 18 * Refers to page number in the 1995 Annual Report of the Rhone-Poulenc Rorer Employee Savings Plan. (b) Exhibits: (1) Consent of Independent Accountants. ANNUAL REPORT OF THE RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN ----------------------- For the year ended December 31, 1995 ANNUAL REPORT OF THE RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES __________ Page No. -------- Financial Statements: Report of Independent Accountants 2 Statements of Net Assets Available for Benefits at December 31, 1995 and 1994 3 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1995 and 1994 4 Notes to Financial Statements 5-16 Supplemental Schedules: Schedule of Assets Held for Investment Purposes at December 31, 1995 17 Schedule of Reportable Transactions for the year ended December 31, 1995 18 1 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, 1995 and 1994, and the related statements of changes in net assets available for benefits for each of the two years in the period ended December 31, 1995. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for each of the two years in the period ended December 31, 1995, 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 May 29, 1996 2 RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, ----------------------------- 1995 1994 ------------ ------------ ASSETS Investments $233,498,703 $178,507,350 Cash 607,304 733,648 Receivables: Employer contributions 531,402 559,709 Employee contributions 1,203,144 1,156,910 Dividends 1,647,066 646,383 ------------ ------------ 3,381,612 2,363,002 Loans to participants 7,362,143 7,063,127 ------------ ------------ Total assets 244,849,762 188,667,127 ------------ ------------ LIABILITIES Payable to Rhone-Poulenc Rorer Inc. 125,000 -- ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $244,724,762 $188,667,127 ============ ============ 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, ------------------------------ 1995 1994 ------------ ------------ ADDITIONS Contributions: Employer $ 7,078,341 $ 7,377,891 Employee 15,154,154 15,379,175 Investment income: Interest income 7,897,738 7,111,337 Dividend income 4,087,814 2,914,652 Net appreciation (depreciation) 33,307,427 (2,230,171) ------------ ------------ Total additions 67,525,474 30,552,884 ------------ ------------ DEDUCTIONS Withdrawals and terminations 11,467,839 8,671,206 ------------ ------------ NET INCREASE 56,057,635 21,881,678 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 188,667,127 166,785,449 ------------ ------------ End of year $244,724,762 $188,667,127 ============ ============ See accompanying notes to financial statements. 4 RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE 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 The American Express Trust Company (the "Trustee") is the Plan's recordkeeper and trustee. Plan Administrator The Employee Savings Plan Committee (the "Committee"), as appointed by the Company's Board of Directors, is responsible for the general administration of the Plan. 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, 1995, there were 5,655 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. This amount has been raised by the IRS in 1996 to $9,500. 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. The Company's basic matching contribution for the majority of plan participants is as follows: Company Percent of Basic Contribution Contribution Percentage ----------------------------- ----------------------- 1st 1% 100% 2nd 1% 90% 3rd 1% 80% 4th through 6th 1% 50% 5 Employer contributions may be made in shares of the Company's common stock or in cash which is then used to purchase the Company's common stock. Employer contributions for the 1995 and 1994 plan years were made in cash. Vesting All participants are fully vested at all times in all amounts held in their accounts. Investment Options Investment options include the following vehicles: IDS Discovery Fund, Inc.; IDS Federal Income Fund, Inc.; IDS International Fund, Inc.; IDS Managed Retirement Fund, Inc.; IDS Mutual; IDS New Dimensions Fund, Inc. (collectively, the "IDS funds"); American Express Trust Equity Index Fund I; Interest Accumulation Account; and Rhone-Poulenc Rorer Inc. Common Stock Account. The American Express Trust Equity Index Fund I replaced the IDS Trust Collective Equity Index II Account in February 1994. The IDS funds are managed by American Express Financial Corporation. 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. Prior to 1996, a participant could not elect to transfer employer contributions from common stock to another investment medium until the participant reached age 55. In January 1996, the Plan was amended to allow participants to transfer all employer contributions made after December 18, 1992 to another investment medium after a period of 36 months from the date of contribution, regardless of the participant's age. New Investment Options in 1996 Effective June 3, 1996, four new investment options are available to participants: IDS Selective Fund, Inc. (Class Y), an investment-grade bond fund; IDS Growth Fund, Inc. (Class Y), an equity fund; Templeton Foreign Fund (Class II), an equity fund investing primarily in non-U.S. companies; and AIM Constellation Fund (Class B), an equity fund investing primarily in medium-sized and smaller emerging growth companies. 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 account 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 upon the receipt of appropriate documentation from his designated beneficiary. 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, distributions for reasons other than death may be made under a continuous withdrawal method at the discretion of the Committee. Deferrals of distributions can not be made past the age of 70 1/2. While employed, a participant may make certain withdrawals upon 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 held in investment vehicles other than the Rhone-Poulenc Rorer Inc. Common Stock Account and which have been held in such vehicles 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 Committee. 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 6 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 and the total outstanding does not exceed $50,000. Company matching contributions can not be liquidated within 36 months of contribution 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 Committee. Loan terms are generally limited to five years with no penalty for early repayment. Interest rates are determined by the Committee in accordance with prevailing market rates on similar types of loans. Interest paid by the participant is credited to the participant's account. If a participant defaults on an outstanding loan, the unpaid amount is treated as a taxable withdrawal and is subject to the ten percent surtax (prior to age 59 1/2) referred to above and federal income taxes. 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 then either default on the loan or 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. Cash Advances In accordance with an agreement between the Company and the Trustee, the Company periodically makes cash advances to the Plan to cover temporary cash shortages in the Rhone-Poulenc Rorer Inc. Common Stock Account and the Interest Accumulation Account resulting from the timing of transaction settlement. At December 31, 1995, outstanding cash advances under this arrangement totaled $125,000. This amount was repaid to the Company in January 1996. 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. NOTE 2. Summary of Significant Accounting Policies Investments All of the IDS funds and the American Express Trust Equity Index Fund I are stated at the fair market value of the particular fund. The Interest Accumulation Account is stated 7 at contract value (cost plus interest income earned on an accrual basis) which approximates fair value. The Rhone- Poulenc Rorer Inc. Common Stock Account is stated at the fair market value of the Company's common stock. Concentration of Credit Risk The Plan has invested substantially all of its assets in investment accounts with five insurance companies, in American Express Trust Company funds and in Rhone-Poulenc Rorer Inc. common stock. Assets 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 represented more than 4% of the total assets of a particular IDS fund at December 31, 1995 and 1994. The IDS Federal Income Fund, Inc. holds approximately 62% (1994: 60%) of its total assets in the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation with the remaining 38% (1994: 40%) 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 28%, 15% and 8%, respectively, of the total fund balance (1994: 25%, 14% and 7%, respectively). The Plan requires no collateral to support its 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 the Company 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 Appreciation (Depreciation) The Plan presents in the Statements of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains (losses) and unrealized appreciation (depreciation) on those investments. Use of Estimates Certain amounts included in the accompanying financial statements and related footnotes reflect the use of estimates based on assumptions made by the Plan's management. Actual amounts could differ from those estimates. Reclassifications Certain prior year items have been reclassified to conform to current classifications. NOTE 3. Significant Aspects of Investment Options IDS Discovery Fund, Inc. (Class Y) The IDS Discovery Fund, Inc. (Class Y) 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, 1995 and 1994 were 322,372 at $10.279 per unit and 260,276 at $11.104 per unit, respectively. There were 1,152 participants in the fund at December 31, 1995 (1994: 1,008). 8 IDS Federal Income Fund, Inc. (Class Y) The IDS Federal Income Fund, Inc. (Class Y) invests primarily in U.S. government and government agency securities. Total units and unit values invested in the fund at December 31, 1995 and 1994 were 233,226 at $5.090 per unit and 174,199 at $4.775 per unit, respectively. There were 455 participants in the fund at December 31, 1995 (1994: 385). IDS International Fund, Inc. (Class Y) The IDS International Fund, Inc. (Class Y) 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, 1995 and 1994 were 429,000 at $10.174 per unit and 462,314 at $9.465 per unit, respectively. There were 1,108 participants in the fund at December 31, 1995 (1994: 1,090). IDS Managed Retirement Fund, Inc. (Class Y) The IDS Managed Retirement Fund, Inc. (Class Y) is a diversified mutual fund that invests in common and preferred stocks, convertible securities, debt securities and money market instruments issued by both U.S. and foreign companies. Total units and unit values invested in the fund at December 31, 1995 and 1994 were 708,725 at $11.619 per unit and 617,573 at $10.345 per unit, respectively. There were 1,427 participants in the fund at December 31, 1995 (1994: 1,286). IDS Mutual (Class Y) IDS Mutual (Class Y), a part of IDS Investment Series, 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, 1995 and 1994 were 497,144 at $13.077 per unit and 402,014 at $11.021 per unit, respectively. There were 1,306 participants in the fund at December 31, 1995 (1994: 1,184). IDS New Dimensions Fund, Inc. (Class Y) The IDS New Dimensions Fund, Inc. (Class Y) 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, 1995 and 1994 were 776,461 at $17.271 per unit and 540,153 at $13.289 per unit, respectively. There were 2,065 participants in the fund at December 31, 1995 (1994: 1,718). American Express Trust Equity Index Fund I The American Express Trust Equity Index Fund I is a fund of common stocks designed to closely match the total investment performance of the Standard and Poor's 500 Composite Stock Index (the "S&P 500 Index"). In February 1994, The American Express Trust Equity Index Fund I replaced the IDS Trust Collective Equity Index Fund II. The American Express account portfolio contains all common stock issues represented in the S&P 500 Index except for stock of American Express Financial Corporation. No single common stock issue can exceed 10% of the account portfolio at the time of purchase. The fund 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 S&P 500 Index. Total units and unit values invested in the fund at December 31, 1995 and December 31, 1994 were 1,462,740 at $16.710 per unit and 1,437,629 at $12.169 per unit, respectively. There were 2,069 participants in the fund at December 31, 1995 (1994: 2,002). 9 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, 1995 were Aetna Life Insurance Company, John Hancock Mutual Life Insurance Company, Metropolitan Life Insurance, The Prudential Insurance Company of America, and New York Life Insurance Company. The contracts, which had an aggregate fair market value of $98,616,940, are considered fully benefit-responsive. Each contract is subject to early termination penalties which may be significant. The interest rates on funds on deposit in the Interest Accumulation Account ranged from 5.53 percent to 9.05 percent in both 1995 and 1994. The weighted average interest rate of all outstanding contracts at December 31, 1995 was 8.20 percent. There were 4,171 participants in the account at December 31, 1995 (1994: 4,241). 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, 1995 and 1994 were 1,378,927 and 1,282,833, respectively. Share values as of December 31, 1995 and 1994 were $53.25 and $36.50 per share, respectively. There were 5,602 participants in the account at December 31, 1995 (1994: 5,547). The amount of this account that was non- participant-directed at December 31, 1995 approximated $23.4 million, which was primarily related to the past 36 months of employer contributions. Allocation of Investment Performance Investment performance (i.e., interest and dividends) within the Funds is allocated to participant accounts based on a participant's relative unit value interest in an individual fund at the earnings date. NOTE 4. Tax Status The Company obtained a determination letter from the Internal Revenue Service ("IRS") 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. The Committee believes that the Plan is operating in compliance with all applicable IRS regulations. NOTE 5. Subsequent Transfers to and from the Plan (Unaudited) Effective January 1, 1996, plan assets totaling $41,588,093 were transferred from the Plan into two separate Section 401(k) savings plans established by Centeon L.L.C., a joint venture company. The amount represented participant balances of 1,526 former Company employees who transferred to Centeon L.L.C. The amount of the transfer, by fund, was as follows: IDS Discovery Fund, Inc. $ 602,461 IDS Federal Income Fund, Inc. 269,302 IDS International Fund, Inc. 845,221 IDS Managed Retirement Fund, Inc. 1,135,031 IDS Mutual 1,332,543 IDS New Dimensions Fund, Inc. 2,199,595 American Express Trust Equity Index Fund I 2,993,282 Interest Accumulation Account 14,492,163 Rhone-Poulenc Rorer Inc. Common Stock Account 15,836,719 Participants' Promissory Notes Account 1,881,776 ----------- $41,588,093 =========== Effective May 1, 1996, plan assets of the Applied Immune Sciences, Inc. ("AIS") Employee Savings Plan, totaling approximately $2 million, were transferred into the Plan. 10 NOTE 6. Net Assets Available for Benefits by Account Net assets available for benefits by account at December 31, 1995 and 1994 were as follows:
December 31, 1995 IDS IDS IDS IDS IDS NEW DISCOVERY FEDERAL INTERNAT- MANAGED DIMENSIONS FUND, INCOME IONAL RETIREMENT IDS FUND, INC. FUND, INC. FUND, INC. FUND, INC. MUTUAL INC. ---------- ---------- ---------- ---------- ---------- ----------- ASSETS Investments $3,313,666 $1,187,119 $4,364,642 $8,234,673 $6,501,151 $13,410,264 Cash 160 57 210 396 313 646 Receivables: Employer contributions -- -- -- -- -- -- Employee contributions 63,557 20,512 59,662 109,241 91,577 185,569 Dividends 918,543 -- 131,626 -- -- 596,897 Loans to participants -- -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- ----------- Total assets 4,295,926 1,207,688 4,556,140 8,344,310 6,593,041 14,193,376 ---------- ---------- ---------- ---------- ---------- ----------- LIABILITIES Payable to Rhone- Poulenc Rorer Inc. -- -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $4,295,926 $1,207,688 $4,556,140 $8,344,310 $6,593,041 $14,193,376 ========== ========== ========== ========== ========== =========== AMERICAN RHONE- EXPRESS POULENC PARTICIPANTS' TRUST INTEREST RORER INC. PROMISSORY EQUITY ACCUMULATION COMMON STOCK NOTES COMBINED INDEX FUND I ACCOUNT ACCOUNT ACCOUNT ACCOUNTS ----------- ----------- ----------- ----------- ------------ ASSETS Investments $24,442,385 $98,616,940 $73,427,863 $ -- $233,498,703 Cash 1,177 269,013 335,332 -- 607,304 Receivables: Employer contributions -- -- 531,402 -- 531,402 Employee contributions 111,364 358,952 202,710 -- 1,203,144 Dividends -- -- -- -- 1,647,066 Loans to participants -- -- -- 7,362,143 7,362,143 ----------- ----------- ----------- ----------- ------------ Total assets 24,554,926 99,244,905 74,497,307 7,362,143 244,849,762 =========== =========== =========== =========== ============ LIABILITIES Payable to Rhone- Poulenc Rorer Inc. -- -- 125,000 -- 125,000 ----------- ----------- ----------- ----------- ------------ NET ASSETS AVAILABLE FOR BENEFITS $24,554,926 $99,244,905 $74,372,307 $7,362,143 $244,724,762 =========== =========== =========== =========== ============ 11 NOTE 6. Net Assets Available for Benefits by Account (continued) December 31, 1994 IDS IDS IDS FEDERAL INTERNAT- IDS IDS NEWION DISCOVERY INCOME IONAL MANAGED DIMENSIONS FUND, FUND, FUND, RETIREMENT IDS FUND, INC. INC. INC. FUND, INC. MUTUAL INC. ---------- -------- ---------- ---------- ---------- ---------- ASSETS Investments $2,890,101 $831,800 $4,375,798 $6,388,793 $4,430,597 $7,178,093 Cash 109 31 164 240 166 270 Receivables: Employer contributions -- -- -- -- -- -- Employee contributions 57,163 17,809 71,719 97,161 75,952 133,361 Dividends 6,525 -- 303,343 -- -- 336,515 Loans to participants -- -- -- -- -- -- ---------- -------- ---------- ---------- ---------- ---------- Total assets 2,953,898 849,640 4,751,024 6,486,194 4,506,715 7,648,239 ---------- -------- ---------- ---------- ---------- ---------- LIABILITIES -- -- -- -- -- -- ---------- -------- ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $2,953,898 $849,640 $4,751,024 $6,486,194 $4,506,715 $7,648,239 ========== ======== ========== ========== ========== ========== AMERICAN RHONE- EXPRESS INTEREST POULENC PARTICIPANTS' TRUST ACCUMUL- RORER INC. PROMISSORY EQUITY ATION COMMON NOTES COMBINED INDEX FUND I ACCOUNT STOCK ACCOUNT ACCOUNT ACCOUNTS ----------- ----------- ----------- ----------- ------------ ASSETS Investments $17,494,513 $88,094,250 $46,823,405 $ -- $178,507,350 Cash 657 431,833 300,178 -- 733,648 Receivables: Employer contributions -- -- 559,709 -- 559,709 Employee contributions 104,475 406,635 192,635 -- 1,156,910 Dividends -- -- -- -- 646,383 Loans to participants -- -- -- 7,063,127 7,063,127 ----------- ----------- ----------- ----------- ------------ Total assets 17,599,645 88,932,718 47,875,927 7,063,127 188,667,127 ----------- ----------- ----------- ----------- ------------ LIABILITIES -- -- -- -- -- ----------- ----------- ----------- ----------- ------------ NET ASSETS AVAILABLE FOR BENEFITS $17,599,645 $88,932,718 $47,875,927 $ 7,063,127 $188,667,127 =========== =========== =========== =========== ============ 12 NOTE 7. Changes in Net Assets Available for Benefits by Account Changes in net assets available for benefits by account for the years ended December 31, 1995 and 1994 were as follows: For the year ended December 31, 1995 IDS IDS IDS IDS FEDERAL INTERNA- MANAGED IDS NEW DISCOVERY INCOME TIONAL RETIREMENT IDS DIMENSIONS FUND, INC. FUND, INC. FUND, INC. FUND, INC. MUTUAL FUND, INC. ---------- ---------- ---------- ---------- ---------- ----------- ADDITIONS: Contributions: Employer $ -- $ -- $ -- $ -- $ -- $ -- Employee 808,207 286,086 863,152 1,341,317 1,106,664 2,028,231 Investment income: Interest income 24,445 6,917 22,054 31,661 26,020 51,659 Dividend income 918,543 64,807 131,626 479,652 302,984 596,897 Net appreciation (depreciation) (372,896) 60,502 265,486 765,593 880,881 2,432,522 Transfers, net 132,767 7,511 (1,197,315) (4,806) 165,335 2,222,768 ---------- ---------- ---------- ---------- ---------- ----------- Total additions 1,511,066 425,823 85,003 2,613,417 2,481,884 7,332,077 ---------- ---------- ---------- ---------- ---------- ----------- DEDUCTIONS Withdrawals and terminations 169,038 67,775 279,887 755,301 395,558 786,940 ---------- ---------- ---------- ---------- ---------- ----------- NET INCREASE (DECREASE) 1,342,028 358,048 (194,884) 1,858,116 2,086,326 6,545,137 NET ASSETS AVAIL- ABLE FOR BENEFITS: Beginning of year 2,953,898 849,640 4,751,024 6,486,194 4,506,715 7,648,239 ---------- ---------- ---------- ---------- ---------- ----------- End of year $4,295,926 $1,207,688 $4,556,140 $8,344,310 $6,593,041 $14,193,376 ========== ========== ========== ========== ========== =========== (continued on next page) 13 NOTE 7. Changes in Net Assets Available for Benefits by Account (continued) For the year ended December 31, 1995 AMERICAN RHONE- EXPRESS INTEREST POULENC PARTICIPANTS' TRUST ACCUMUL- RORER INC. PROMISSORY EQUITY ATION COMMON NOTES COMBINED INDEX FUND I ACCOUNT STOCK ACCOUNT ACCOUNT ACCOUNTS ----------- ----------- ----------- ---------- ------------ ADDITIONS Contributions: Employer $ -- $ -- $ 7,078,341 $ -- $ 7,078,341 Employee 1,359,923 5,055,796 2,304,778 -- 15,154,154 Investment income: Interest income 52,795 7,578,437 103,750 -- 7,897,738 Dividend income -- -- 1,593,305 -- 4,087,814 Net appreciation (depreciation) 6,516,509 62,106 22,696,724 -- 33,307,427 Transfers, net 254,851 2,866,526 (4,746,653) 299,016 (1) -- ----------- ----------- ----------- ---------- ------------ Total additions 8,184,078 15,562,865 29,030,245 299,016 67,525,474 ----------- ----------- ----------- ---------- ------------ DEDUCTIONS Withdrawals and terminations 1,228,797 5,250,678 2,533,865 -- 11,467,839 ----------- ----------- ----------- ---------- ------------ NET INCREASE (DECREASE) 6,955,281 10,312,187 26,496,380 299,016 56,057,635 NET ASSETS AVAIL- ABLE FOR BENEFITS: Beginning of year 17,599,645 88,932,718 47,875,927 7,063,127 188,667,127 ----------- ----------- ----------- ---------- ------------ End of year $24,554,926 $99,244,905 $74,372,307 $7,362,143 $244,724,762 =========== =========== =========== ========== ============ (1) 1995 transfers include new loans issued of $3,181,692 and repayments of $2,882,676. 14 NOTE 7. Changes in Net Assets Available for Benefits by Account (continued) For the year ended December 31, 1994 IDS IDS IDS IDS DISCOVERY FEDERAL INTERNA- MANAGED IDS NEW FUND, INCOME TIONAL RETIREMENT IDS DIMENSIONS INC. FUND, INC. FUND, INC. FUND, INC. MUTUAL FUND, INC. ---------- -------- ---------- ---------- ---------- ------------- ADDITIONS Contributions: Employer $ -- $ -- $ -- $ -- $ -- $ -- Employee 751,055 279,853 931,299 1,258,283 1,034,002 1,752,170 Investment income: Interest income 24,764 10,538 22,015 31,063 28,103 45,828 Dividend income 6,525 47,401 303,343 529,673 403,617 336,515 Net appreciation (depreciation) (223,279) (49,127) (473,877) (827,477) (539,100) (565,548) Transfers, net (266,845) (223,086) 1,751,793 642,164 (578,667) 47,827 ---------- -------- ---------- ---------- ---------- ------------- Total additions 292,220 65,579 2,534,573 1,633,706 347,955 1,616,792 ---------- -------- ---------- ---------- ---------- ------------- DEDUCTIONS Withdrawals and terminations 137,779 115,911 124,119 362,053 346,966 276,247 ---------- -------- ---------- ---------- ---------- ------------- NET INCREASE (DECREASE) 154,441 (50,332) 2,410,454 1,271,653 989 1,340,545 NET ASSETS AVAIL- ABLE FOR BENEFITS: Beginning of year 2,799,457 899,972 2,340,570 5,214,541 4,505,726 6,307,694 ---------- -------- ---------- ---------- ---------- ------------- End of year $2,953,898 $849,640 $4,751,024 $6,486,194 $4,506,715 $7,648,239 ========== ======== ========== ========== ========== ============= (continued on next page) 15 NOTE 7. Changes in Net Assets Available for Benefits by Account (continued) For the year ended December 31, 1994 IDS TRUST AMERICAN RHONE- COLLECTIVE EXPRESS POULENC PARTICIPANTS' EQUITY TRUST INTEREST RORER INC. PROMISSORY INDEX EQUITY ACCUMULATION COMMON NOTES COMBINED FUND II INDEX FUND I ACCOUNT STOCK ACCOUNT ACCOUNT ACCOUNTS ----------- ----------- ----------- ------------ ----------- ------------ ADDITIONS Contributions: Employer $ -- $ -- $ -- $ 7,377,891 $ -- $ 7,377,891 Employee (3,512) 1,413,438 5,381,141 2,581,446 -- 15,379,175 Investment income: Interest income 4,932 49,227 6,793,918 100,949 -- 7,111,337 Dividend income -- -- -- 1,287,578 -- 2,914,652 Net appreciation (depreciation) 597,169 (389,083) (23,899) 264,050 -- (2,230,171) Transfers, net (19,308,225) 17,400,797 988,960 (908,410) 453,692 (1) -- ----------- ----------- ----------- ----------- ----------- ------------ Total additions (18,709,636) 18,474,379 13,140,120 10,703,504 453,692 30,552,884 ----------- ----------- ----------- ----------- ----------- ------------ DEDUCTIONS Withdrawals and terminations 138,528 874,734 4,674,361 1,620,508 -- 8,671,206 ----------- ----------- ----------- ----------- ----------- ------------ NET INCREASE (DECREASE) (18,848,164) 17,599,645 8,465,759 9,082,996 453,692 21,881,678 NET ASSETS AVAIL- ABLE FOR BENEFITS: Beginning of year 18,848,164 -- 80,466,959 38,792,931 6,609,435 166,785,449 ----------- ----------- ----------- ----------- ----------- ------------ End of year $ -- $17,599,645 $88,932,718 $47,875,927 $ 7,063,127 $188,667,127 =========== =========== =========== =========== =========== ============ (1) 1994 transfers include new loans issued of $2,843,165 and repayments of $2,389,473.
16 SUPPLEMENTAL SCHEDULES RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995 Party-in ------------------------ interest Identity of Issue Description of Asset Cost Current Value - -------- ------------------------ ------------------------- ------------ ------------ N/A IDS Discovery Fund, Inc. Equity mutual fund (Class Y) (322,372 units at $10.279 $ 3,790,965 $ 3,313,666 per unit) N/A IDS Federal Income Fund, Fixed income mutual fund Inc. (Class Y) (233,226 units at $5.090 1,176,739 1,187,119 per unit) N/A IDS International Fund, Equity mutual fund Inc. (Class Y) (429,000 units at $10.174 4,281,742 4,364,642 per unit) N/A IDS Managed Retirement Balanced mutual fund Fund, Inc. (708,725 units at $11.619 8,123,161 8,234,673 (Class Y) per unit) N/A IDS Mutual (Class Y) Balanced mutual fund (497,144 units at $13.077 6,153,718 6,501,151 per unit) N/A IDS New Dimensions Fund, Equity mutual fund Inc. (Class Y) (776,461 units at $17.271 11,457,758 13,410,264 per unit) N/A American Express Trust Equity index fund Equity Index Fund I (1,462,740 units at 18,894,653 24,442,385 $16.710 per unit) N/A Aetna Group Deferred Interest accumulation Annuity Contract account 28,744,502 45,588,097 (Interest rate of 9.05%; matures 1/15/99) N/A John Hancock Group Interest accumulation Deferred Annuity account Contracts (Interest rates of 5.56%, 8.14% and 8.92%; mature 14,600,000 18,393,575 1/30/98, 1/15/01 and 1/31/98, respectively) N/A Metropolitan Life Interest accumulation Insurance account (Interest 12,595,000 13,550,724 Group Deferred Annuity rate of 8.08%; Contract matures 1/15/00) N/A The Prudential Group Interest accumulation Deferred Annuity account (Interest 4,681,696 7,229,002 Contract rate of 6.52%; matures 1/21/99) N/A New York Life Group Interest accumulation Deferred Annuity account (Interest Contracts rates of 5.53% 12,500,000 13,855,542 and 8.10%; mature 1/17/00 and 1/16/01, respectively) * Rhone-Poulenc Rorer Inc. Rhone-Poulenc Rorer Inc. Common Stock Account common stock (1,378,927 55,098,144 73,427,863 shares at $53.25 per share) N/A American Express Trust Income fund 268,328 269,013 Income Fund II N/A American Express Trust Money Market Fund I Money market fund 110,218 110,218 N/A Participant Promissory Participant loans at Notes Account interest rates of 6.75% to 16.85% 7,362,143 7,362,143 ------------ ------------ $189,838,767 $241,240,077 ============ ============ 17 RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS For the year ended December 31, 1995 Identity of Number Net Net Net Party of Purchase Selling Current Gain Involved Description of Asset Transactions Price Price Cost Value or (Loss) - --------- -------------------- ---------- -------- ------- -------- ------- --------- Single transactions exceeds 5% of value - --------------------------------------- American Aetna Group Deferred Express Annuity Contract at Trust 9.05%, matures 10/2/97 1 $ -- $ 1.00 $10,496,348 $10,496,348 -- Company American Metropolitan Life Express Insurance Deferred Trust Annuity Contract at Company 8.08%; matures 1/15/00 1 1.00 -- 10,000,000 10,000,000 -- American American Express Trust Express Income Fund II; Trust 718,682 units 1 14.605 -- 10,496,348 10,496,348 -- Company American American Express Trust Express Income Fund II; Trust 1,010,922 units 1 -- 14.622 14,764,816 14,781,696 16,880 Company Series of transactions with same broker exceeds 5% of value - ----------------------------------------------------------- American Interest Accumulation Express Account; Group Trust Deferred Annuity Company Contracts at rates from 5.53% to 8.14%; 24 $ 1.00 $ -- $30,890,429 $30,890,429 -- maturing 1997-2000 12 -- 1.00 23,451,652 23,451,652 -- Series of transactions in the same security exceeds 5% of value - --------------------------------------------------------------- American American Express Trust Express Income Fund II 129 14.565 to 15.464 -- 28,596,039 28,596,039 -- Trust 154 -- 14.574 to 15.461 28,760,442 28,796,983 36,541 Company American Metropolitan Life Express Insurance Deferred Trust Annuity Contract at Company 8.08%; matures 1/15/00 1 1.00 -- 10,000,000 10,000,000 -- American American Express Trust 112 1.00 -- 22,613,897 22,613,897 -- Express Money Market Fund I 171 -- 1.00 22,907,233 22,907,233 -- Trust Company
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan administrators have duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized. RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN Date: June 26, 1996 By: /s/ David Brandies ---------------------------- David Brandies, for the Employee Savings Plan Committee, Administrator 19 INDEX TO EXHIBITS Exhibit No. Exhibit - ----------- ------------------------------------------- (1) Consent of Independent Accountants. 20 EX-1 2 ACCOUNTANTS CONSENT 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 May 29, 1996 on our audits of the financial statements and supplemental schedules of Rhone-Poulenc Rorer Inc. Employee Savings Plan as of December 31, 1995 and 1994, and for the years ended December 31, 1995 and 1994, 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 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----