-----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, niuQ5nq8CXNCwjBe6Naknx/fwktwYRpvrFCUyiY7KV6/gKGeZddK0wbUqiChcmeN k5zXYlCRj+FymqowgYq85Q== 0000005187-94-000012.txt : 19940711 0000005187-94-000012.hdr.sgml : 19940711 ACCESSION NUMBER: 0000005187-94-000012 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOME PRODUCTS CORP CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: 2834 IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01225 FILM NUMBER: 94536568 BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 201-660-5000 11-K 1 FORM 11-K PR SAVINGS PLAN ===================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15 (d) of the Securities Exchange Act of 1934 for the year ended December 31, 1993 AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN - PUERTO RICO (Full title of the Plan) AMERICAN HOME PRODUCTS CORPORATION (Name of Issuer of the securities held pursuant to the Plan) Five Giralda Farms Madison, New Jersey 07940 (Address of principal executive office) ===================================================================== SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN HOME PRODUCTS CORPORATION By: John R. Considine Vice President - Finance Date June 23, 1994 - 2 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the American Home Products Corporation Savings Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN - PUERTO RICO By: Thomas M. Nee Chairman of the American Home Products Corporation Savings Plan Committee Date: June 23, 1994 - 3 - AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN - PUERTO RICO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1993 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS EMPLOYER IDENTIFICATION NUMBER - 13-2526821 PLAN NUMBER - 060 - 4 - AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN - PUERTO RICO DECEMBER 31, 1993 INDEX PAGE Report of Independent Public Accountants 6 Statement of Net Assets Available for Plan Benefits as of December 31, 1993 7 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1993 8 Notes to Financial Statements as of December 31, 1993 9 - 12 Item 27a - Schedule of Assets Held for Investment Purposes - Combined Funds as of December 31, 1993 13 Item 27d - Schedule of Reportable Transactions - Combined Funds for the year ended December 31, 1993 14 Consent of Independent Public Accountants 15 - 5 - REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Participants and Savings Plan Committee of the American Home Products Corporation Savings Plan - Puerto Rico: We have audited the accompanying statement of net assets available for plan benefits of the American Home Products Corporation Savings Plan - Puerto Rico as of December 31, 1993, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1993. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audit 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 audit provides 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 plan benefits of the American Home Products Corporation Savings Plan - Puerto Rico as of December 31, 1993, and the changes in net assets available for plan benefits for the year ended December 31, 1993, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes 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 audit 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. ARTHUR ANDERSEN & CO. New York, New York June 23, 1994 American Home Products Corporation Savings Plan - Puerto Rico Statement of Net Assets Available for Plan Benefits December 31, 1993 Fidelity Interest AHPC Common Fidelity U.S. Equity Income Fund Stock Fund Balanced Fund Portfolio Total Funds Plan Assets Cash and Cash Equivalents - $ 589 - - $ 589 Investments at Market Value - 703,768 $465,313 $519,102 1,688,183 Group Annuity Contract, at contract value $629,769 - - - 629,769 Receivable from American Home Products Corporation 45,537 40,809 30,560 42,102 159,008 Other Receivables 4,244 - - 542 4,786 Net Assets Available for Plan Benefits $679,550 $745,166 $495,873 $561,746 $2,482,335 The accompanying notes to financial statements are an integral part of this statement.
- 7 - American Home Products Corporation Savings Plan - Puerto Rico Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1993 Fidelity Interest AHPC Common Fidelity U.S. Equity Income Fund Stock Fund Balanced Fund Portfolio Total Funds Participant Contributions $ 495,183 $ 470,062 $ 363,973 $ 385,044 $1,714,262 Employer Contributions 173,836 265,852 120,858 162,629 723,175 Total contributions 669,019 735,914 484,831 547,673 2,437,437 Cash Dividends on Investments - 13,031 25,174 12,001 50,206 Interest on Group Annuity Contracts and Cash Equivalents 15,802 569 3 65 16,439 Total investment income 15,802 13,600 25,177 12,066 66,645 Realized/Unrealized Gains (Losses) - 3,719 (6,012) 7,819 5,526 Withdrawals (5,271) (8,067) (8,123) (5,812) (27,273) Net Increase in Net Assets 679,550 745,166 495,873 561,746 2,482,335 Net Assets Available for Plan Benefits - January 1, 1993 - - - - - Net Assets Available for Plan Benefits - December 31, 1993 $679,550 $745,166 $495,873 $561,746 $2,482,335 The accompanying notes to financial statements are an integral part of this statement.
- 8 - AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN - PUERTO RICO NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1993 NOTE 1 - PLAN DESCRIPTION The following description of the American Home Products Corporation Savings Plan - Puerto Rico (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. A. General The Plan, a defined contribution profit-sharing plan, was approved and adopted by the Board of Directors of American Home Products Corporation ("AHPC" or the "Company") on November 19, 1992 and became effective on January 1, 1993. Full or part-time employees of the Company and its participating subsidiaries who reside in Puerto Rico and are not a member of a recognized collective bargaining unit are eligible to participate in the Plan after attaining age 21 and completing one year of continuous service in which they have completed at least 1,000 hours of service with the Company for which they work. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal Revenue Code. B. Contributions A participant may elect to make contributions to the Plan in whole percentages up to a maximum of 16% of the participant's compensation (as defined in the Plan). Contributions can be made on a before-tax basis ("salary deferral contributions"), an after-tax basis ("after- tax contributions"), or a combination of both. Salary deferral contributions are subject to an annual limitation of the lessor of 10% of compensation or $7,000. AHPC will contribute in cash to each participant's account an amount equal to 50% of the first 6% of the participant contributions to the Plan. C. Vesting and Separation From Service A participant is fully vested at all times in amounts in salary deferral and after-tax contribution accounts. A participant is also fully vested in Company matching contributions if the participant has at least five years of continuous service, as defined by the Plan. If a participant has less than five years of continuous service, such participant becomes vested in their matching contributions account according to the following vesting schedule: Vesting Years of Continuous Service Percentage 1 year completed 0% 2 years completed 25% 3 years completed 50% 4 years completed 75% - 9 - Regardless of the number of years of continuous service, a participant shall be fully vested and receive funds attributable to their matching contribution account upon reaching their 65th birthday or upon death, if earlier. In the event a participant's employment with AHPC is terminated prior to full vesting, they shall receive the vested portion. The non- vested portion of such account is forfeited and becomes available to AHPC to satisfy future Company matching contributions. D. Withdrawals A participant is entitled to withdraw all or any portion of their account attributable to after-tax contributions. A participant may make full or partial withdrawals of funds in any of their accounts on attaining age 59 1/2 or for financial hardship before that age. Participants may qualify for hardship withdrawals if they have an immediate and heavy financial need, as defined in the Plan, and have no other funds readily available to meet that need. Participants are limited to one hardship and one non-hardship (e.g. after age 59 1/2 or from the participant's after-tax contribution account) withdrawal each year. E. Loans The ability of participants to borrow funds from the plan has been suspended pending further clarification of Puerto Rican Tax Act No. 17 from the Puerto Rico Department of Labor. As of December 31, 1993 there are no loans outstanding. NOTE 2 - ACCOUNTING POLICIES Investment Valuation AHPC's common stock is recorded at the fair market value at December 31. Units of participation in the Fidelity Balanced Fund and the Fidelity U.S. Equity Portfolio are recorded at their published net asset value at December 31. The group annuity contract comprising the Interest Income Fund is recorded at contract value (cost plus accrued interest) based upon information supplied by the Trustee, which approximates fair value. Administrative Costs All costs and expenses of administering the Plan are paid by AHPC. Receivable from American Home Products Corporation The receivable from AHPC at December 31, 1993 represents contributions withheld from employees but not remitted to the Trustee until January 1994. - 10 - NOTE 3 - INVESTMENTS A participant can elect to have amounts credited to their account invested in any of four investment funds. Elections must be made in multiples of 25% in such a way that the combination of share percentages totals 100%. A participant may transfer all, or any part, of the value of their account invested in any of the investment funds to another fund in multiples of 25%. The four investment funds are: A. AHPC Common Stock Fund - consists primarily of AHPC common stock. Purchases and sales of AHPC common stock are made in the open market. Participants have full voting rights for shares purchased at their direction under the Plan. B. Interest Income Fund - is invested in a group annuity contract issued by a major life insurance company which pays a specified rate of interest for a fixed period of time and repays principal at maturity. The fund and its contract are not guaranteed by the Company or any other institution. However, the AHPC Savings Plan Committee (the "Committee") has established guidelines that provide that contracts be placed with companies rated AA or higher by Moody's and Standard & Poors. The interest rate payable to Plan participants in this fund will be a rate which reflects a blend of the total investments made by the fund. C. Fidelity Balanced Fund - consists of units invested in a mutual fund managed by Fidelity Management & Research Company which is invested in high yielding securities, including common stocks, preferred stocks and bonds with at least 25% of the Fund's assets in fixed income senior securities. D. Fidelity U.S. Equity Portfolio - consists of units invested in a mutual fund managed by Fidelity Management & Research Company that seeks to provide investment results that correspond to the total return performance of the companies that make up the Standard & Poor's 500 Index. NOTE 4 - MANAGEMENT OF THE PLAN The Plan is administered by the Committee, which is appointed by the Board of Directors of AHPC. Banco Popular de Puerto Rico is the Plan's Trustee. Towers, Perin, Forster & Crosby acts as recordkeeper of the participant accounts. - 11 - NOTE 5 - INCOME TAX STATUS Puerto Rico The Plan is designed to be a qualified profit-sharing plan under Section 165(a) of the Puerto Rico Income Tax Act of 1954 (the "Act") and the trust established under the Plan is intended to be tax-exempt under Section 165(a) of the Act. The Company has obtained from the Puerto Rico Treasury Department a favorable determination that the Plan and the trust, as adopted, meet the requirements of the Act. The principal income tax consequences of participation in the Plan, under present law and proposed regulations, are discussed in the Plan agreement and the Plan Prospectus. Federal Income Tax Status The Plan does not constitute a qualified profit-sharing plan under the provisions of Section 401(a) of the Internal Revenue Code (the "Code") and the "cash and deferred arrangement" incorporated in the Plan is not intended to qualify under Section 401(k) of the Code. Pursuant to Section 1022 (i)(1) of ERISA, however, the trust established thereunder is exempt from Federal income tax under Section 501(a) of the Code. An individual who is a bona fide resident of Puerto Rico during the entire taxable year will not be subject to any Federal income tax on income derived from sources within Puerto Rico. Additional Federal income tax consequences are set forth in the Plan agreement. NOTE 6 - PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their accounts. - 12 - American Home Products Corporation Savings Plan - Puerto Rico Combined Funds Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1993 Employer Identification Number - 13-2526821 Plan Number - 060 Number of Shares or Market Par Value Description Cost Value 10,869 American Home Products Corp. Common Stock $691,426 $703,768 N/A John Hancock Mutual Life Insurance GAC 5.80% Due 6/28/96 629,769 629,769 34,751 Fidelity Balanced Fund 471,183 465,313 30,541 Fidelity U.S. Equity Portfolio 511,283 519,102 The accompanying notes to financial statements are an integral part of this schedule. - 13 - American Home Products Corporation Savings Plan - Puerto Rico Item 27d - Schedule of Reportable Transactions Combined Funds (A) For the year ended December 31, 1993 Employer Identification Number - 13-2526821 Plan Number - 060 Market Purchase Selling Cost of Value Net Gain Description Price Price Asset of Asset or Loss American Home Products Corp. Common Stock 22 Purchases $704,949 $ - $704,949 $704,949 $ - John Hancock Mutual Life Insurance GAC 5.80% Due 6/28/96 20 Purchases 648,032 - 648,032 648,032 - 1 Sale 31,469 - 31,469 31,469 - Fidelity Balanced Fund 22 Purchases 456,725 - 456,725 456,725 - Fidelity Equity Portfolio 21 Purchases 505,488 - 505,488 505,488 - (A) Reportable transactions include transactions in excess of 5% of the value of the first contribution to the Plan. The accompanying notes to financial statements are an integral part of this schedule.
- 14 - CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K into the American Home Products Corporation previously filed Form S-3 Registration Statement No. 33-45324 and Form S-8 Registration Statements No. 2-96127, 33-14458, 33-45970, 33-50149, 33-24068, 33-41434 and 33-55456. ARTHUR ANDERSEN & CO. New York, New York June 27, 1994 -----END PRIVACY-ENHANCED MESSAGE-----