-----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, jMZ5QDtK2jDQ7HOFFtvHCja76Sw4GnMw/mRZ6wuRGaV/scNwoOv+D8vaiACMNJxi Kee5/UAzSDM2fHh1l244SQ== 0000950109-95-000852.txt : 19950616 0000950109-95-000852.hdr.sgml : 19950616 ACCESSION NUMBER: 0000950109-95-000852 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950323 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05851 FILM NUMBER: 95522792 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 10-K/A 1 FORM 10-K/A ================================================================================ - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A1 AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 ----------------- COMMISSION FILE NUMBER 1-5851 ------ RHONE-POULENC RORER INC. - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 23-1699163 ------------------------------------- ------------------------------------ (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 500 ARCOLA ROAD COLLEGEVILLE, PENNSYLVANIA 19426 ------------------------------------- ------------------------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 610-454-8000 ------------ SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED --------------------- -------------------------- Common shares (without par value), New York Stock Exchange stated value $1 per share Paris Stock Exchange Market Auction Preferred Shares (without par value), liquidation preference $1,000 per share Flexible Money Market Preferred Stock (without par value), liquidation preference $100,000 per share
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of January 31, 1995, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $1,518,912,057. Common shares outstanding as of January 31, 1995 were 134,099,589. _________________ DOCUMENTS INCORPORATED BY REFERENCE The following documents have been incorporated by reference in this report:
DOCUMENT PARTS INTO WHICH INCORPORATED ------------ --------------------------------- Proxy Statement dated March 17, 1995 in connection with the April 25, 1995 Annual Meeting of Shareholders Part III
- -------------------------------------------------------------------------------- ================================================================================ The Exhibit Index is located on page 4 The undersigned registrant hereby amends the following item to its Annual Report on Form 10-K for the fiscal year ended December 31, 1994: ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Documents filed as part of this report: 1. Consolidated financial statements: Consolidated Statements of Income* Consolidated Balance Sheets* Consolidated Statements of Cash Flows* Notes to Consolidated Financial Statements* Responsibility for Financial Statements* Report of Independent Accountants* 2. Financial statement schedules: Valuation and Qualifying Accounts (Schedule II)* Schedules not listed above have been omitted because they are not applicable. 3. Exhibits: A complete listing of exhibits required is given on pages 4 and 5 of this report. (b) The Company filed the following Current Reports on Form 8-K: . Form 8-K dated December 22, 1994 describing the transfers of its U.S. and Canadian over-the-counter businesses to Ciba-Geigy Limited . Form 8-K dated February 22, 1995 announcing the agreement between Armour Pharmaceutical Company and Behringwerke AG to form a plasma proteins business joint venture * previously filed 1 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 1 TO ITS ANNUAL REPORT ON FORM 10-K TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THERETO DULY AUTHORIZED. RHONE-POULENC RORER INC. MARCH 22, 1995 BY /s/ PATRICK LANGLOIS ---------------------------------------------- PATRICK LANGLOIS SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS AMENDMENT NO. 1 TO ITS ANNUAL REPORT ON FORM 10-K HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
NAME TITLE DATE ---- ----- ---- ROBERT E. CAWTHORN* Chairman, Chief Executive MARCH 22, 1995 - -------------------------------- Officer and Director ROBERT E. CAWTHORN /s/ PATRICK LANGLOIS Senior Vice President MARCH 22, 1995 - -------------------------------- and Chief Financial Officer PATRICK LANGLOIS (Principal Financial Officer and Principal Accounting Officer) JEAN-JACQUES BERTRAND* Director MARCH 22, 1995 - -------------------------------- JEAN-JACQUES BERTRAND JEAN-MARC BRUEL* Director MARCH 22, 1995 - -------------------------------- JEAN-MARC BRUEL MICHEL DE ROSEN* Director, President and MARCH 22, 1995 - -------------------------------- Chief Operating Officer MICHEL DE ROSEN CHARLES-HENRI FILIPPI* Director MARCH 22, 1995 - -------------------------------- CHARLES-HENRI FILIPPI CLAUDE HELENE* Director MARCH 22, 1995 - -------------------------------- CLAUDE HELENE
2
NAME TITLE DATE ---- ----- ---- MICHAEL H. JORDAN* Director MARCH 22, 1995 - -------------------------------- MICHAEL H. JORDAN MANFRED E. KAROBATH, MD* Director, Senior Vice MARCH 22, 1995 - -------------------------------- President, Research and MANFRED E. KAROBATH, MD Development IGOR LANDAU* Director MARCH 22, 1995 - -------------------------------- IGOR LANDAU PETER J. NEFF* Director MARCH 22, 1995 - -------------------------------- PETER J. NEFF JAMES S. RIEPE* Director MARCH 22, 1995 - -------------------------------- JAMES S. RIEPE EDWARD J. STEMMLER, MD* Director MARCH 22, 1995 - -------------------------------- EDWARD J. STEMMLER, MD JEAN-PIERRE TIROUFLET* Director MARCH 22, 1995 - -------------------------------- JEAN-PIERRE TIROUFLET * By his signature set forth below, Richard B. Young, pursuant to duly authorized powers of attorney filed with the Securities and Exchange Commission, has signed this report on behalf of the persons whose signatures are printed above, in the capacities set forth opposite their respective names. /s/ RICHARD B. YOUNG Vice President and Secretary, MARCH 22, 1995 - -------------------------------- (Attorney-in-fact) RICHARD B. YOUNG
3 EXHIBIT INDEX (3) a.* The By-laws of the Company are incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1990. b.* The Amended and Restated Articles of Incorporation of the Company as of January 31, 1992 are incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1993. c.* Articles of Amendment dated July 16, 1993 to The Amended and Restated Articles of Incorporation of the Company as of January 31, 1992 are incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1993. (4) a.* $1,600,000,000 Revolving Credit Facility Agreement dated April 30, 1990 is incorporated herein by the reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991. b.* Deposit Agreement dated July 19, 1993 among Rhone-Poulenc Rorer Inc., Bankers Trust Company as Depositary, and the holders from time to time of the Depositary Receipts is incorporated herein by reference to the Company's Current Report on Form 8-K dated July 12, 1993. (10) Material Contracts. a.* Joint Venture Agreement dated February 22, 1995 among Armour Pharmaceutical Company and Plasma Enterprises, Inc. and Behringwerke AG. b.* Amended and Restated Asset Purchase Agreement dated as of December 22, 1994 among Rhone-Poulenc Rorer Pharmaceuticals Inc., Rhone-Poulenc Rorer Caribbean Inc. and Ciba Self-Medication, Inc. c.* Intellectual Property Agreement dated as of December 30, 1994 between Rorer Pharmaceuticals Products Inc. and Ciba Self-Medication, Inc. d.* Form of Lease Agreement among the Company, Rhone-Poulenc Rorer Pharmaceuticals Inc. and the Owner Trustee is incorporated herein by reference to Exhibit 4.2.2 of the Company's Registration Statement No. 33-53378 on Form S-3, filed with the Securities and Exchange Commission on October 16, 1992. e.* Armour Pharmaceutical Company Pension Program Amended and Restated effective January 1, 1989. f.* Pension Plan of Rhone-Poulenc Rorer Inc. Amended and Restated effective January 1, 1989. g.* Rhone-Poulenc Rorer Pharmaceuticals Inc. Fort Washington Hourly Employees' Pension Plan effective January 1, 1990. h.* Rhone-Poulenc Rorer Employee Savings Plan as Amended and Restated effective January 1, 1992. i.* The Rorer Group Inc. Stock Plan, adopted April 23, 1985, is incorporated herein by reference to the Registration Statement on Form S-8 (No. 33-2403) dated December 23, 1985. j.* The Rhone-Poulenc Rorer Inc. Amended and Restated Stock Plan, adopted March 12, 1990, is incorporated herein by reference to the Company's Proxy Statement dated June 29, 1990, filed in connection with the July 31, 1990 Annual Meeting of Shareholders. k.* The Rhone-Poulenc Rorer Inc. Equity Compensation Plan is incorporated herein by reference to the Company's Proxy Statement dated June 29, 1990, filed in connection with the July 31, 1990 Annual Meeting of Shareholders. l.* The Rhone-Poulenc Rorer Senior Partner Long-Term Capital Plan, effective January 1, 1994 is incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994. m.* The Rhone-Poulenc Rorer Inc. Executive Deferral Plan, effective December 1, 1993, is incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994. n.* The Rorer Group Inc. Incentive Stock Option Plan, adopted April 27, 1982, is incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989. 4 o.* Amendment to the Rhone-Poulenc Rorer Inc. Incentive Stock Option Plan, effective March 11, 1990, is incorporated herein by reference to the Form 8, Amendment No. 1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989. p.* The Rorer Group Inc. Non-Qualified Stock Option Plan, adopted April 24, 1973, is incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989. q.* The Rhone-Poulenc Rorer Inc. Annual Performance Incentive Plan is incorporated herein by reference to the Form 8, Amendment No. 1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989. r.* The Rhone-Poulenc Rorer Inc. Retirement Plan for Outside Directors, adopted January 1, 1988, is incorporated herein by reference to the Form 8, Amendment No. 1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989. s.* The Rhone-Poulenc Rorer Inc. Supplemental Executive Retirement Plan, adopted January 1, 1988, is incorporated herein by reference to the Form 8, Amendment No. 1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989. t.* The Rhone-Poulenc Rorer Inc. Director Deferred Compensation Plan, effective March 1, 1987, is incorporated herein by reference to the Form 8, Amendment No. 1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1987. u.* Acquisition Agreement, dated as of March 12, 1990, between Rorer Group Inc. and Rhone-Poulenc S.A., is incorporated herein by reference to the Company's Current Report on Form 8-K dated March 12, 1990. v.* Employment agreement with Robert E. Cawthorn, dated March 12, 1990, is incorporated herein by reference to the Company's Current Report on Form 8-K, dated March 12, 1990. w.* Employment agreement with Manfred Karobath, dated January 27, 1992, is incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992. x.* Employment agreement with Timothy Rothwell, dated January 3, 1995. y.* The Indemnification Agreements between Rorer Group Inc. and Indemnified Representatives effective July 1, 1987, are incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1987. z.* Supplemental Benefit and Deferred Compensation Trust Agreement, dated May 10, 1988, between Rorer Group Inc. and Philadelphia National Bank, as Trustee, is incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989. (11) * Statement re: Computation of Earnings per Share. (12) * Statement re: Computation of Ratios. (21) * Subsidiaries of the Registrant. (23) * Consent of Independent Accountants. (24) * Powers of Attorney. (27) Financial Data Schedule. * previously filed 5 EX-27 2 SCHEDULE OF FINANCIAL INFORMATION
5 This schedule contains summary financial information extracted from condensed consolidated Balance Sheet and the related condensed consolidated Statement of Income for the year ended December 31, 1994 and is qualified in its entirety by reference to such financial statements. 1,000,000 12-MOS DEC-31-1994 DEC-31-1994 119 0 805 75 547 1,892 2,173 1,050 4,363 1,367 0 139 0 400 1,442 4,363 4,175 4,175 1,371 3,604 38 0 47 485 134 351 0 0 0 332 2.45 2.45
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