-----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, TaZEtYAWhG3mdDCR0e8khrKRCcSBXc4OYUiMewJAESB12Vntqi7E57u6mf1c7bVh /mUxLgMNvq6iZOiXR1/5Ww== 0000005187-97-000006.txt : 19970701 0000005187-97-000006.hdr.sgml : 19970701 ACCESSION NUMBER: 0000005187-97-000006 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOME PRODUCTS CORP CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [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: 97632917 BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 201-660-50 11-K 1 ===================================================================== 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, 1996 AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN (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: /s/ John R. Considine John R. Considine Vice President - Finance Date: June 25, 1997 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 By: /s/ Thomas M. Nee Thomas M. Nee Chairman of the American Home Products Corporation Savings Plan Committee Date: June 25, 1997 AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND 1995 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS EMPLOYER IDENTIFICATION NUMBER - 13-2526821 PLAN NUMBER - 045 AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN DECEMBER 31, 1996 AND 1995 INDEX PAGE Report of Independent Public Accountants Statements of Net Assets Applicable to Participants' Equity as of December 31, 1996 and 1995 1 - 2 Statement of Changes in Net Assets Applicable to Participants' Equity for the Year Ended December 31, 1996 3 Notes to Financial Statements 4 - 8 Supplemental Schedules: I. Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1996 9 - 10 II. Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1996 11 Consent of Independent Public Accountants REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Participants and Savings Plan Committee of the American Home Products Corporation Savings Plan: We have audited the accompanying statements of net assets applicable to participants' equity of the American Home Products Corporation Savings Plan as of December 31, 1996 and 1995, and the related statement of changes in net assets applicable to participants' equity for the year ended December 31, 1996. These financial statements and the supplemental 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 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 applicable to participants' equity of the American Home Products Corporation Savings Plan as of December 31, 1996 and 1995, and the changes in net assets applicable to participants' equity for the year ended December 31, 1996, 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 of assets held for investment purposes and reportable transactions 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 fund information in the statements of net assets applicable to participants' equity and statement of changes in net assets applicable to participants' equity is presented for purposes of additional analysis rather than to present the net assets applicable to participants' equity and statement of changes in net assets applicable to participants' equity 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. ARTHUR ANDERSEN LLP New York, New York June 17, 1997 [CAPTION] AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY AS OF DECEMBER 31, 1996 Fidelity Fidelity International Interest AHPC Common Magellan Fidelity Growth&Income Income Fund Stock Fund Fund Balanced Fund Fund Cash and Cash Equivalents $16,207,238 $3,961,960 $0 $0 $0 Investments, at Market Value 0 367,146,541 80,661,633 112,700,481 26,470,820 Group Annuity and Other Investment Contracts, at Market Value 526,842,569 0 0 0 0 Receivable from Employer 1,550,039 1,884,720 772,297 472,789 246,850 Loans to Plan Participants 0 0 0 0 0 _____________________________________________________________________________________ Net Assets Applicable to Participants' Equity $544,599,846 $372,993,221 $81,433,930 $113,173,270 $26,717,670 =====================================================================================
The accompanying notes to financial statements are an integral part of this statement. - 1 - - -Continued from the above page- [CAPTION] AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY AS OF DECEMBER 31, 1996 Fidelity U.S. Equity Index Portfolio Loan Fund Total Funds Cash and Cash Equivalents $0 $0 $20,169,198 Investments, at Market Value 214,614,537 0 801,594,012 Group Annuity and Other Investment Contracts, at Market Value 0 0 526,842,569 Receivable from Employer 888,872 0 5,815,567 Loans to Plan Participants 0 37,843,907 37,843,907 _________________________________________________________ Net Assets Applicable to Participants' Equity $215,503,409 $37,843,907 $1,392,265,253 ==========================================================
The accompanying notes to financial statements are an integral part of this statement. [CAPTION] AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY AS OF DECEMBER 31, 1995 Fidelity Fidelity Fidelity International U.S. Equity Interest AHPC Common Magellan Fidelity Growth&Income Index Income Fund Stock Fund Fund Balanced Fund Fund Portfolio Cash and Cash Equivalents $4,499,107 $1,929,783 $0 $0 $0 $0 Investments, at Market Value 0 232,297,997 44,834,055 44,034,653 8,266,895 55,970,100 Group Annuity and Other Investment Contracts, at Market Value 318,631,790 0 0 0 0 0 Receivable from Cyanamid Employees' Savings Plan (Note 1) 0 0 0 0 0 0 Receivable from Employer 2,680,236 959,705 437,319 913,610 111,021 1,242,319 Loans to Plan Participants 0 0 0 0 0 0 ____________________________________________________________________________________________ Net Assets Applicable to Participants' Equity $325,811,133 $235,187,485 $45,271,374 $44,948,263 $8,377,916 $57,212,419 ===============================================================================================
The accompanying notes to financial statements are an integral part of this statement. [CAPTION] AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY AS OF DECEMBER 31, 1995 Receivable from Cyanamid Employees' Savings Plan Loan Fund Total Funds Cash and Cash Equivalents $0 $0 $6,428,890 Investments, at Market Value 0 0 385,403,700 Group Annuity and Other Investment Contracts, at Market Value 0 0 318,631,790 Receivable from Cyanamid Employees' Savings Plan (Note 1) 462,615,394 0 462,615,394 Receivable from Employer 0 0 6,344,210 Loans to Plan Participants 0 27,257,838 27,257,838 ______________________________________________________________ Net Assets Applicable to Participants' Equity $462,615,394 $27,257,838 $1,206,681,822 ===============================================================
The accompanying notes to financial statements are an integral part of this statement. - 2 - [CAPTION] American Home Products Corporation Savings Plan Statement of Changes in Net Assets Applicable to Participants' Equity For the year ended December 31, 1996 Fidelity Interest Fidelity International Fidelity U.S. Income AHPC Common Magellan Fidelity Growth and Equity Index Fund Stock Fund Fund Balanced Fund Income Fund Portfolio ADDITIONS: Participant Contributions $26,186,239 $21,513,365 $15,654,050 $9,898,856 $4,113,721 $15,836,692 Employer Contributions 8,914,843 9,104,680 3,805,341 2,011,903 1,036,977 3,664,917 Dividend Income on Investments 0 8,695,727 10,432,131 5,630,600 859,500 5,313,148 Interest on Group Annuity and Other Investment Contracts and Cash Equivalents 35,284,826 256,891 0 42,406 0 34,296 Net Appreciation (Depreciation) on Investments 134,732 52,615,615 (2,912,889) 3,294,897 1,563,300 32,207,129 Loans Originated (8,583,352) (5,586,794) (1,099,399) (1,147,978) (229,498) (1,822,448) ___________________________________________________________________________________________ Total Additions 61,937,288 86,599,484 25,879,234 19,730,684 7,344,000 55,233,734 DEDUCTIONS: Distributions to Participants (53,862,896) (13,804,019) (2,303,728) (8,972,493) (483,985) (10,082,348) Loan Repayments, including interest 7,070,779 3,802,297 1,091,334 1,191,800 274,372 1,764,715 Transfer in (out) of Plan, net (Note 1) 284,731 (686,227) (227,225) (347,936) (43,939) (389,336) ___________________________________________________________________________________________ Total Deductions (46,507,386) (10,687,949) (1,439,619) (8,128,629) (253,552) (8,706,969) Net Additions Prior to Interfund 15,429,902 75,911,535 24,439,615 11,602,055 7,090,448 46,526,765 Transfers Transfers Between Funds (Note 1) 203,358,811 61,894,201 11,722,941 56,622,952 11,249,306 111,764,225 Net Additions (Deductions) 218,788,713 137,805,736 36,162,556 68,225,007 18,339,754 158,290,990 Net Assets Applicable to Participants' Equity: Beginning of year 325,811,133 235,187,485 45,271,374 44,948,263 8,377,916 57,212,419 ___________________________________________________________________________________________ End of year $544,599,846 $372,993,221 $81,433,930 $113,173,270 $26,717,670 $215,503,409 ===========================================================================================
The accompanying notes to financial statements are an integral part of this statement. - 3 - - -continuation of the above page- [CAPTION] American Home Products Corporation Savings Plan Statement of Changes in Net Assets Applicable to Participants' Equity For the year ended December 31, 1996 Receivable from Cyanamid Employees' Savings Plan Loan Fund Total Funds ADDITIONS: Participant Contributions $0 $0 $93,202,923 Employer Contributions 0 0 28,538,661 Dividend Income on Investments 0 0 30,931,106 Interest on Group Annuity and Other Investment Contracts and Cash Equivalents 0 0 35,618,419 Net Appreciation (Depreciation) on Investments 0 0 86,902,784 Loans Originated 0 18,469,469 0 _________________________________________________ Total Additions 0 18,469,469 275,193,893 DEDUCTIONS: Distributions to Participants 0 (1,580,640) (91,090,109) Loan Repayments, including interest 0 (12,307,412) 2,887,885 Transfer in (out) of Plan, net (Note 1 ) 0 1,694 (1,408,238) _________________________________________________ Total Deductions 0 (13,886,358) (89,610,462) Net Additions Prior to Interfund Transfers 0 4,583,111 185,583,431 Transfers Between Funds (Note 1) (462,615,394) 6,002,958 0 Net Additions (Deductions) (462,615,394) 10,586,069 185,583,431 Net Assets Applicable to Participants' Equity: Beginning of year 462,615,394 27,257,838 1,206,681,822 _________________________________________________ End of year $0 $37,843,907 $1,392,265,253 =================================================
The accompanying notes to financial statements are an integral part of this statement. - - 3 - AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - PLAN DESCRIPTION The following description of the American Home Products Corporation Savings Plan (the "Plan") only provides general information. Participants of the Plan should refer to the Plan document for a more detailed and complete description of the Plan's provisions. 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") and became effective on April 1, 1985. Full or part-time (U.S. paid) employees of the Company and its participating subsidiaries who are not subject to a collective bargaining agreement (non-union) are eligible to participate in the Plan after age 21, as defined in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal Revenue Code (the "Code"). Effective December 31, 1995, the non-union participants ("transferred participants") of the Cyanamid Employees' Savings Plan (the "ACY Plan") were included in the Plan. The assets attributable to these participants were reflected as a receivable from the ACY Plan at December 31, 1995. On January 3, 1996, the Plan received amounts due from the ACY Plan from various funds within The Vanguard Group and subsequently invested them in the Interest Income Fund, the Fidelity Balanced Fund and the Fidelity U.S. Equity Index Portfolio. Thereafter, the transferred participants could elect to transfer their account balances into the other investment options, in accordance with the Plan provisions. The transferred participants account balances became vested at the date of transfer. Future Company matching contributions will vest according to the Plan's provisions. The assets attributable to the participants from Symbiosis Corporation were transferred out of the Plan in July 1996 as a result of the sale of that business in March 1996. The assets attributable to the participants of the Foods business were transferred out of the Plan in March 1997 as a result of the Company's sale of the majority interest in that business. AHPC acquired the remaining equity interest in Genetics Institute, Inc. in December 1996. Accordingly, the Company expects to amend the Plan in 1997 and merge the Genetics Institute 401(k) Savings & Investment Plan into this Plan. -4- Contributions Participants may elect to make contributions to the Plan in whole percentages up to a maximum of 16% of their compensation, as defined. Contributions can be made on a before-tax basis ("salary deferral contributions"), an after-tax basis ("after-tax contributions"), or a combination of both. AHPC will contribute an amount equal to 50% of the participant's contributions to the Plan for contributions up to 6% of the participant's compensation. Under the Code, salary deferral contributions, total annual contributions, and the amount of compensation that can be included for Plan purposes are subject to annual limitations. Vesting and Separation From Service Participants are fully vested at all times in their salary deferral and after- tax contributions. A participant is also fully vested in Company matching contributions if the participant has at least five years of continuous service, as defined. If participants have less than five years of continuous service, such participants become vested in the matching contribution according to the following: Vesting Years of Continuous Service Percentage 1 year completed 0% 2 years completed 25% 3 years completed 50% 4 years completed 75% 5 years completed 100% Regardless of the number of years of continuous service, participants shall be fully vested in their matching contribution account upon reaching their 65th birthday or upon death, if earlier. The non-vested portion of the matching contribution is forfeited and becomes available to satisfy future Company matching contributions, if employment is terminated prior to full vesting. Distributions Participants are entitled to withdraw all or any portion of their after-tax contribution account. Participants may make full or partial withdrawals of funds in any of their accounts upon attaining age 59 1/2 or for financial hardship, as defined, before that age. Participants may qualify for financial hardship withdrawals if they have an immediate and heavy financial -5- need, as determined by the AHPC Savings Plan Committee (the "Committee"). Participants are limited to one hardship and one non-hardship withdrawal each year. Participants cannot make a hardship withdrawal of the earnings on before- tax account balances which were credited on or after January 1, 1988. Upon termination of employment, participants are entitled to a lump sum distribution of their vested account balance. An election can be made to defer the distribution if the participant's account balance is greater than $3,500 and the participant is less than 70 1/2 years of age. At December 31, 1996 and 1995, approximately $28,648,000 and $31,701,000, respectively, of the net assets are applicable to participants' equity representing the accumulated vested benefits of participants who have withdrawn from the Plan but have not yet been paid. Loans Employees who have a vested account balance of at least $2,000 may borrow from the vested portion of their account, subject to certain maximum amounts. Each loan is secured by the borrower's vested interest in their account balance. Participants may have outstanding up to two general purpose loans and one loan to acquire or construct a principal residence. All loans must be repaid within 5 years except for those used to acquire or construct a principal residence, which must be repaid within 15 years. Defaults on participants' loans during the year are treated as withdrawals and are fully taxable to the participants. The interest rate charged will be one which provides a return commensurate with a market rate, or such other rate as permitted by government regulations. Amendment to the Plan The Plan was amended in 1995 in connection with the ACY Plan transfer of assets and liabilities to the Plan, in order to protect the benefits and rights attributable to the transferred participants and effect certain other administrative changes. NOTE 2 - ACCOUNTING POLICIES Investment Valuation AHPC's common stock is recorded at fair market value at December 31. Shares in the Fidelity Funds are recorded at fair market value, which is based on their published net asset value at December 31. The contracts comprising the Interest Income Fund are recorded at market value based upon information provided by the Fidelity Management Trust Company (the "Trustee"). -6- Investment transactions are recorded on a trade date basis. Net realized gains and losses on investments are determined, for accounting purposes, on a moving weighted average basis as of the trade date and are included in net appreciation(depreciation)of investments in the accompanying financial statements. The net change in the difference between cost and current market value of investments held is reflected in net appreciation(depreciation) of investments in the statement of changes in net assets applicable to participants' equity. Administrative Costs All costs and expenses of administering the Plan are paid by AHPC. Receivable from Employer The receivable from the employer at December 31, 1996 and 1995 represents employer and employee contributions and loan repayments withheld from employees but not remitted to the Trustee until after the Plan's year-end. Use of Estimates The preparation of the Plan's financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results may differ from these estimates. NOTE 3 - INVESTMENT ELECTIONS Participants can elect to invest amounts credited to their account in any of six investment funds. Investment elections must be made in multiples of 10%. Transfers between funds must be made in whole percentages and/or in an amount of at least $250. The six investment options are as follows: Interest Income Fund - consists primarily of contracts issued by life insurance companies which pay a specified rate of interest for a fixed period of time and repay principal at maturity. The fund and its contracts are not guaranteed by the Company or any other institution. However, the Committee has established guidelines that provide that contracts be placed with companies rated Aa3 or higher by Moody's and AA - or higher by 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. 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. -7- Fidelity Magellan Fund - consists of units in a mutual fund managed by Fidelity Management & Research Company that seeks long-term capital appreciation by actively managing investments in the stocks of companies with above average growth potential. Fidelity Balanced Fund - consists of units 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. Fidelity International Growth and Income Fund - consists of units invested in a mutual fund managed by Fidelity Management & Research Company that seeks long-term growth and current income by investing in assets, of which at least 65% are in securities of issuers that have their principal business activities outside of the United States. Fidelity U.S. Equity Index Portfolio - consists of units 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 was appointed by the Board of Directors of AHPC. Fidelity Management Trust Company was appointed by the Committee as Trustee and recordkeeper. NOTE 5 - FEDERAL INCOME TAX STATUS The Plan obtained its latest determination letter on November 29, 1995, in which the Internal Revenue Service stated that the Plan, as amended effective December 22, 1994, was in compliance with the applicable requirements of the Code. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan, as currently designed, is being operated in compliance with the applicable requirements of the Code. 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 and are entitled to full distribution of such amounts. NOTE 7 - INVESTMENTS [CAPTION] The fair market value of individual investments that represent 5% or more of the Plan's total net assets are as follows: 1996 1995 AHPC Common Stock, 6,262,368 and 4,789,950 shares (adjusted for April 24, 1996 stock split), respectively $367,146,541 $232,297,997 Fidelity Magellan Fund $80,661,633 - Fidelity Balanced Fund $112,700,481 - Fidelity U.S. Equity Index Portfolio $214,614,537 -
-8- [CAPTION] SCHEDULE I American Home Products Corporation Savings Plan Item 27a - Schedule of Assets Held for Investment Purposes As of December 31, 1996 Employer Identification Number - 13-2526821 Plan Number - 045 Identity of Issuer: Description of Cost/ Current Investment Contract Value Value GROUP INVESTMENT CONTRACTS: Allstate Life Insurance GIC 6.30% Due 9/15/00 $5,407,428 $5,407,428 GIC 6.75% Due 3/15/01 25,750,980 25,750,980 American International Life GIC 5.53% Due 12/15/97 34,799,120 34,799,120 GIC 5.53% Due 7/01/98 4,553,259 4,553,259 Hartford Life Insurance GIC 4.93% Due 7/01/97 2,595,794 2,595,794 John Hancock Mutual LIfe Insurance GIC 6.00% Due 6/30/97 5,455,035 5,455,035 GIC 7.02% Due 7/01/98 5,209,785 5,209,785 GIC 7.25% Due 11/02/98 10,364,038 10,364,038 GIC 5.80% Due 12/15/00 35,949,782 35,949,782 GIC 7.05% Due 8/28/01 19,989,954 19,989,954 Metropolitan Life Insurance GIC 6.64% Due 3/15/97 13,806,589 13,806,589 GIC 6.38% Due 6/15/97 23,275,570 23,275,570 GIC 5.71% Due 11/01/97 17,515,166 17,515,166 New York Life Insurance GIC 5.60% Due 6/30/97 10,704,225 10,704,225 GIC 6.00% Due 12/30/97 21,366,622 21,366,622 GIC 7.47% Due 6/15/98 50,147,182 50,147,182 Pacific Mutual Life Insurance GIC 6.06% Due 6/30/01 12,638,194 12,638,194 GIC 7.05% Due 6/13/02 4,878,707 4,878,707 Peoples Security Life Insurance GIC 8.15% Due 4/15/97 34,898,912 34,898,912 GIC 7.80% Due 3/15/98 11,862,445 11,862,445 GIC 6.10% Due 6/15/99 12,647,552 12,647,552 GIC 6.74% Due 6/15/00 24,769,839 24,769,839 Principal Mutual Life Insurance GIC 4.97% Due 7/01/97 3,475,491 3,475,491 GIC 4.97% Due 7/01/97 4,324,085 4,324,085 GIC 5.65% Due 9/30/97 30,488,119 30,488,119 GIC 6.40% Due 12/15/99 43,182,776 43,182,776
- - 9 - [CAPTION] SCHEDULE I - CONTINUED American Home Products Corporation Savings Plan Item 27a - Schedule of Assets Held for Investment Purposes As of December 31, 1996 Employer Identification Number - 13-2526821 Plan Number - 045 Description of Cost/ Identity of Issuer: Investment Contract Value Current Value Group Investment Contracts (Continued): Provident Life GIC 5.51% Due 2/28/97 $8,197,084 $8,197,084 Prudential Insurance Company of America GIC 7.80% Due 3/15/98 17,790,008 17,790,008 GIC 7.07% Due 11/02/98 10,444,145 10,444,145 Transamerica Life and Annuity GIC 6.24% Due 9/15/97 20,354,683 20,354,683 ___________ __________ Total Group Investment Contracts $526,842,569 $526,842,569 ============ ============ *American Home Products Corp. Common Stock 6,262,368 shares $265,245,771 $367,146,541 ============ ============ MUTUAL FUNDS: Fidelity Management Trust Magellan Fund Company 1,000,144 units $79,204,278 $80,661,633 =========== =========== Fidelity Management Trust Balanced Fund Company 8,004,295 units $107,353,425 $112,700,481 ============ ============ Fidelity Management Trust International Growth and Income Company Fund 1,354,006 units $24,857,973 $26,470,820 =========== =========== Fidelity Management Trust U.S. Equity Index Portfolio Company 7,963,434 units $176,155,567 $214,614,537 ============ ============ LOANS RECEIVABLE: Loans to Plan Rates ranging from 6.5% to 11.5% Participants Due through 2011 $37,843,907 $37,843,907 =========== ===========
* This represents a related party transaction. The accompanying notes to financial statements are an integral part of this schedule. - 10 - [CAPTION] American Home Products Corporation Savings Plan Item 27D - Schedule of Reportable Transactions (A) for the year ended December 31, 1996 Employer Identification Number - 13-2526821 Plan Number - 045 (F)EXPENSES INCURRED (A&B) IDENTITY OF PARTY AND (C) PURCHASE (D) SELLING (E) LEASE WITH DESCRIPTION PRICE PRICE RENTALS TRANSACTION AMERICAN HOME PRODUCTS CORPORATION COMMON STOCK 254 PURCHASES $182,208,111 $0 $0 $0 250 SALES 0 100,714,067 0 0 JOHN HANCOCK MUTUAL LIFE INSURANCE 4 PURCHASES $72,924,829 $0 $0 $0 5 MATURITIES 0 24,962,284 0 0 FIDELITY INSTITUTIONAL MONEY MARKET FUND 227 PURCHASES $411,648,296 $0 $0 $0 240 MATURITIES 0 404,617,711 0 0 FIDELITY MAGELLAN FUND 254 PURCHASES $68,586,772 $0 $0 $0 252 SALES 0 29,931,487 0 0 FIDELITY BALANCED FUND 254 PURCHASES $114,990,726 $0 $0 $0 252 SALES 0 49,622,148 0 0 FIDELITY U.S. EQUITY INDEX PORTFOLIO 254 PURCHASES $180,619,499 $0 $0 $0 245 SALES 0 54,184,805 0 0
(A) REPORTABLE TRANSACTIONS ARE THOSE PURCHASES AND SALES OF THE SAME SECURITY WHICH, INDIVIDUALLY OR IN THE AGGREGATE, EXCEED 5% OF THE TOTAL PLAN NET ASSETS AS OF THE BEGINNING OF THE PLAN YEAR. The accompanying notes to financial statements are an integral part of this schedule. - 11 - - -Continuation of the above page- [CAPTION] SCHEDULE II American Home Products Corporation Savings Plan Item 27D - Schedule of Reportable Transactions (A) for the year ended December 31, 1996 Employer Identification Number - 13-2526821 Plan Number - 045 (H) CURRENT VALUE OF ASSET ON (A&B) IDENTITY OF PARTY AND (G) COST OF TRANSACTION (I) NET GAIN DESCRIPTION ASSET DATE (LOSS) AMERICAN HOME PRODUCTS CORPORATION COMMON STOCK 254 PURCHASES $182,208,111 $182,208,111 $0 250 SALES 80,410,033 100,714,067 20,304,034 JOHN HANCOCK MUTUAL LIFE INSURANCE 4 PURCHASES $72,924,829 $72,924,829 $0 5 MATURITIES 24,962,284 24,962,284 0 FIDELITY INSTITUTIONAL MONEY MARKET FUND 227 PURCHASES $411,648,296 $411,648,296 $0 240 MATURITIES 404,617,711 404,617,711 0 FIDELITY MAGELLAN FUND 254 PURCHASES $68,586,772 $68,586,772 $0 252 SALES 31,062,110 29,931,487 (1,130,623) FIDELITY BALANCED FUND 254 PURCHASES $114,990,726 $114,990,726 $0 252 SALES 50,170,304 49,622,148 (548,156) FIDELITY U.S. EQUITY INDEX PORTFOLIO 254 PURCHASES $180,619,499 $180,619,499 $0 245 SALES 49,421,748 54,184,805 4,763,057
(A) REPORTABLE TRANSACTIONS ARE THOSE PURCHASES AND SALES OF THE SAME SECURITY WHICH, INDIVIDUALLY OR IN THE AGGREGATE, EXCEED 5% OF THE TOTAL PLAN NET ASSETS AS OF THE BEGINNING OF THE PLAN YEAR. The accompanying notes to financial statements are an integral part of this schedule. 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 Statements No. 33-45324 and 33-57339 and Form S-8 Registration Statements No. 2-96127, 33-24068, 33-53733, 33-41434, 33- 55449, 33-45970, 33-14458, 33-50149, 33-55456 and 333-15509. ARTHUR ANDERSEN LLP New York, New York June 25, 1997 -----END PRIVACY-ENHANCED MESSAGE-----