-----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, RmsnaFQlN4XWHESYux3OX5VMTiox9EFsMEQ5mw8Mx/jQILql9YgSqWDQCYJTz9rP a1BSq8pQTU++cMt5dGo0Bg== 0000918507-95-000068.txt : 19951201 0000918507-95-000068.hdr.sgml : 19951201 ACCESSION NUMBER: 0000918507-95-000068 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951122 DATE AS OF CHANGE: 19951128 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCK & CO INC CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: 2834 IRS NUMBER: 221109110 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03305 FILM NUMBER: 95596522 BUSINESS ADDRESS: STREET 1: ONE MERCK DR STREET 2: P O BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 BUSINESS PHONE: 9084234044 MAIL ADDRESS: STREET 1: ONE MERCK DR STREET 2: PO BOX 100 WS3AB-05 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 11-K 1 ASTRA MERCK INC. EMPLOYEE SAVINGS AND SECURITY PLAN 11-K 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 (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the period* ended September 30, 1995 or ( ) TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _______ to _________ Commission File Number 1-3305 (Merck & Co., Inc.) A. Full title of the plan and address of the plan, if different from that of the issuer named below: ASTRA MERCK INC. EMPLOYEE SAVINGS AND SECRUITY PLAN 725 Chesterbrook Boulevard Wayne, PA 19087-5677 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: MERCK & CO., INC. One Merck Drive Whitehouse Station, NJ 08889-0100 * This report is being filed pursuant to General Instruction A(2)(ii) of Form S-8. 1 Report of Independent Accountants November 3, 1995 To the Participants and Plan Administrative Committee of the Astra Merck Inc. Employee Savings and Security Plan In our opinion, the accompanying Statement of Net Assets Available for Benefits and the related Statement of Changes in Net Assets Available for Benefits, present fairly, in all material respects, the net assets available for benefits of the Astra Merck Inc. Employee Savings and Security Plan (the "Plan") at September 30, 1995, and the changes in net assets available for benefits for the nine months then ended, in conformity with generally accepted accounting principles. 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 audit. We conducted our audit of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The Fund Information in the Statement of Net Assets Available for Benefits, and the Statement of Changes in Net Assets Available for Benefits, is presented for purposes of additional analysis, rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. Schedules I and II and the Fund Information 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. Price Waterhouse LLP 2 Astra Merck Inc. Employee Savings and Security Plan Statement of Net Assets Available for Benefits, with Fund Information September 30, 1995
Merck Common Fidelity Magellan Fidelity Equity- Fidelity Growth Fidelity Growth & Stock* Fund* Income Fund Company Fund Income Portfolio Assets: Investments at fair value: Common stock $21,593,603 Mutual funds $4,949,782 $542,385 $1,233,861 $1,321,464 Participant loans - - ------------------------------------------------------------------------------------------------------------------------------- 21,593,603 $4,949,782 $542,385 1,233,861 1,321,464 Receivables: Participant contributions 121,193 70,913 10,361 28,183 34,073 Employer contributions 31,626 18,600 2,605 7,327 8,774 Accrued Interest and Dividends 133,273 1,668 230 334 266 - - ------------------------------------------------------------------------------------------------------------------------------- Net assets available for benefits $21,879,695 $5,040,963 $555,581 1,269,705 $1,364,577
3 Astra Merck Inc. Employee Savings and Security Plan Statement of Net Assets Available for Benefits, with Fund Information September 30, 1995 Continued
Fidelity Intermediate Fidelity Retirement Fidelity OTC Fidelity Bond Fund Growth Fund Portfolio Overseas Fund Assets: Investments at fair value: Common stock Mutual funds $214,106 $396,339 $629,105 $688,799 Participant loans - - --------------------------------------------------------------------------------------------------------------------- 214,106 396,339 629,105 688,799 Receivables: Participant contributions 6,119 12,393 16,071 19,161 Employer contributions 2,033 3,089 3,999 4,479 Accrued Interest and Dividends 5 85 242 275 - - --------------------------------------------------------------------------------------------------------------------- Net assets available for benefits $222,263 $411,906 $649,417 $712,714
4 Astra Merck Inc. Employee Savings and Security Plan Statement of Net Assets Available for Benefits, with Fund Information September 30, 1995 Continued
Fidelity Fidelity Fidelity Retirement U.S. Equity Participant Fidelity Balanced Retirement Money Govt. Money Index Loan Fund Market Portfolio Market Portfolio Portfolio Fund Total Assets: Investments at fair value: Common stock $21,593,603 Mutual funds $1,280,756 $403,502 $397,898 $293,534 12,351,531 Participant loans $1,218,350 1,218,350 - - -------------------------------------------------------------------------------------------------------------------------------- 1,280,756 403,502 397,898 293,534 $1,218,350 35,163,484 Receivables: Participant contributions 19,574 5,475 2,292 9,357 355,165 Employer contributions 5,380 1,554 736 2,494 92,696 Accrued Interest and Dividends 390 103 82 76 137,029 - - -------------------------------------------------------------------------------------------------------------------------------- Net assets available for benefits $1,306,100 $410,634 $401,008 $305,461 $1,218,350 $35,748,374 * Represents 5% or more of the Plan investments as of September 30, 1995. The accompanying notes are an integral part of these financial statements.
5 Astra Merck Inc. Employee Savings and Security Plan Statement of Changes in Net Assets Available for Benefits, with Fund Information For the Nine Months Ended September 30, 1995
Merck Common Fidelity Fidelity Fidelity Fidelity Stock Magellan Equity- Growth Growth & Fund Income Company Income Fund Fund Portfolio Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments $10,372,353 $1,284,077 $63,850 $262,059 $188,172 Dividends 350,023 15,814 10,528 42,132 Interest 40,293 13,232 1,761 2,333 2,094 - - ------------------------------------------------------------------------------------------------------- Total income on investments 10,762,669 1,313,123 76,139 264,392 232,398 - - ------------------------------------------------------------------------------------------------------- Contributions to the Plan: Participant contributions 1,066,485 608,734 90,108 224,929 273,647 Employer contributions 279,599 158,299 21,985 58,252 71,628 Rollovers from other qualified plans 65,090 65,492 13,870 38,990 76,377 - - ------------------------------------------------------------------------------------------------------- Total contributions 1,411,174 832,525 125,963 322,171 421,652 - - ------------------------------------------------------------------------------------------------------- Total additions 12,173,843 2,145,648 202,102 586,563 654,050 - - ------------------------------------------------------------------------------------------------------ Deductions from net assets attributed to: Withdrawls (182,795) (8,893) (637) (2,404) - - -------------------------------------------------------------------------------------------------------- Transfers among funds: Net reallocations (555,390) 149,192 123,349 143,567 (3,188) Loans to participants, principal (251,533) (74,820) (19,235) (22,453) (9,825) Loan principal repayments from participants 110,301 35,998 5,252 16,623 16,141 - - ------------------------------------------------------------------------------------------------------- Net transfers among funds (696,622) 110,370 109,366 137,737 3,128 - - ------------------------------------------------------------------------------------------------------- Total deductions and net transfers among funds (879,417) 101,477 109,366 137,100 724 - - -------------------------------------------------------------------------------------------------------- Net increase 11,294,426 2,247,125 311,468 723,663 654,774 Transfers from Merck 10,585,269 2,793,838 244,113 546,042 709,803 Net assets available for benefits: Beginning of year - - -------------------------------------------------------------------------------------------------------- End of year $21,879,695 $5,040,963 $555,581 $1,269,705 $1,364,577
6 Astra Merck Inc. Employee Savings and Security Plan Statement of Changes in Net Assets Available for Benefits, with Fund Information For the Nine Months Ended September 30, 1995 Continued
Fidelity Fidelity Fidelity Fidelity Fidelity Intermediate Retirement OTC Overseas Balanced Bond Fund Growth Fund Portfolio Fund Fund Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments $680 $33,623 $121,293 $31,895 $64,500 Dividends 8,868 11,979 34,764 Interest 62 622 1,442 2,262 3,423 - - ------------------------------------------------------------------------------------------------------------------------- Total income on investments 9,610 34,245 134,714 34,157 102,687 - - ------------------------------------------------------------------------------------------------------------------------- Contributions to the Plan: Participant contributions 83,920 94,779 127,733 176,604 182,968 Employer contributions 23,655 22,886 32,035 39,898 50,327 Rollovers from other qualified plans 11,522 37,356 8,928 36,379 12,170 - - ------------------------------------------------------------------------------------------------------------------------- Total contributions 119,097 155,021 168,696 252,881 245,465 - - ------------------------------------------------------------------------------------------------------------------------- Total additions 128,707 189,266 303,410 287,038 348,152 - - ------------------------------------------------------------------------------------------------------------------------- Deductions from net assets attributed to: Withdrawls (5,881) (6,020) (74) (51,824) - - ------------------------------------------------------------------------------------------------------------------------- Transfers among funds: Net reallocations (84,410) 9,328 66,114 40,718 113,485 Loans to participants, principal (9,453) (19,754) (12,163) (27,030) Loan principal repayments from participants 440 2,952 4,792 6,857 16,699 - - ------------------------------------------------------------------------------------------------------------------------- Net transfers among funds (83,970) 2,827 51,152 35,412 103,154 - - ------------------------------------------------------------------------------------------------------------------------- Total deductions and net transfers among funds (89,851) 2,827 45,132 35,338 51,330 - - ------------------------------------------------------------------------------------------------------------------------- Net increase 38,856 192,093 348,542 322,376 399,482 Transfers from Merck 183,407 219,813 300,875 390,338 906,618 Net assets available for benefits: Beginning of year - - ------------------------------------------------------------------------------------------------------------------------- End of year $222,263 $411,906 $649,417 $712,714 $1,306,100
7 Astra Merck Inc. Employee Savings and Security Plan Statement of Changes in Net Assets Available for Benefits, with Fund Information For the Nine Months Ended September 30, 1995
Fidelity Fidelity Fidelity Retirement Retirement U.S. Equity Participant Money Market Gov't. Money Index Loan Portfolio Market Portfolio Portfolio Fund Total Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments $55,455 $12,477,957 Dividends $ 16,289 $12,524 3,717 506,638 Interest 925 771 509 69,729 - - ---------------------------------------------------------------------------------------------------------------------------- Total income on investments 17,214 13,295 59,681 13,054,324 - - ---------------------------------------------------------------------------------------------------------------------------- Contributions to the Plan: Participant contributions 66,916 34,541 79,310 3,110,674 Employer contributions 17,649 10,435 20,904 807,552 Rollovers from other qualified plans 13,873 5,805 1,275 387,127 - - ---------------------------------------------------------------------------------------------------------------------------- Total contributions 98,438 50,781 101,489 4,305,353 - - ---------------------------------------------------------------------------------------------------------------------------- Total additions 115,652 64,076 161,170 17,359,677 - - ---------------------------------------------------------------------------------------------------------------------------- Deductions from net assets attributed to: Withdrawls (28,320) (879) (152) (287,879) - - ---------------------------------------------------------------------------------------------------------------------------- Transfers among funds: Net reallocations (44,523) 37,861 3,897 Loans to participants, principal (3,027) (2,123) (4,384) $455,800 Loan principal repayments from participants 3,473 2,369 7,616 (229,513) - - ---------------------------------------------------------------------------------------------------------------------------- Net transfers among funds (44,077) 38,107 7,129 226,287 - - ---------------------------------------------------------------------------------------------------------------------------- Total deductions and net transfers among funds (72,397) 37,228 6,977 226,287 (287,879) - - ----------------------------------------------------------------------------------------------------------------------------- Net increase 43,255 101,304 168,147 226,287 17,071,798 Transfers from Merck 367,379 299,704 137,314 992,063 18,676,576 Net assets available for benefits: Beginning of year - - ---------------------------------------------------------------------------------------------------------------------------- End of year $410,634 $401,008 $305,461 $1,218,350 $35,748,374 The accompanying notes are an integral part of these financial statements.
8 Astra Merck Inc. Employee Savings and Security Plan Notes to Financial Statements September 30, 1995 1. Description of the Plan The Astra Merck Inc. (the "Company") Employee Savings and Security Plan (the "Plan"), established January 1, 1995, was designed to provide employees a systematic means of saving and investing for the future. Regular full-time, part-time, and temporary employees of the Company as defined by the Plan, who have completed at least one year of employment are eligible to participate in the Plan on the next enrollment date (the first day of each January and each July). The Plan is administered by the Plan Administrative Committee. All costs of administering the Plan are borne by the Company. Contributions. Participants may contribute from 2% to 15% of their base pay and can designate contributions as pre-tax, after-tax or a combination of both. The Company matches 50% of employee contributions up to 5% of base pay per pay period. Company matching contributions are invested in the same investments that participants designate for their own contributions. Both employee and employer contributions to the Plan are limited to maximum amounts established under the Internal Revenue Code. In addition, participants may transfer assets that are held for their benefit by former employers (rollover contributions) into the Plan. Investment Options. Participants direct the investment of their contributions into any of the following investment options, including Merck & Co., Inc. ("Merck") Common Stock: Merck Common Stock This portfolio consists of shares of Merck Common Stock. Fidelity Magellan Fund The Magellan Fund invests primarily in common stock and securities convertible to common stock issued by companies operating in the U.S. and/or abroad as well as foreign companies. The fund seeks investment growth by making a profit on invested capital over the long term. Fidelity Equity-Income Fund The Equity-Income Fund invests in income-producing equity securities and seeks a dividend yield that exceeds the composite yield of the S&P 500 Index; at the same time, it considers the potential for capital growth. 9 Astra Merck Inc. Employee Savings and Security Plan Notes to Financial Statements September 30, 1995 Fidelity Growth Company Fund The Growth Company Fund seeks capital appreciation mainly through investment in common stocks and securities convertible into common stocks with an emphasis on capital gains rather than on dividend income. Fidelity Growth & Income Portfolio The Growth & Income Portfolio seeks a combination of capital growth and current income consistent with reasonable investment risk. It seeks securities of companies with potential for earnings growth while paying current dividends. Fidelity Intermediate Bond Fund The Intermediate Bond Fund invests in domestic and foreign investment-grade securities with intermediate maturities. The dollar-weighted average maturity of its obligations ranges between three and ten years. Fidelity Retirement Growth Fund The Retirement Growth Fund seeks capital appreciation by investing primarily in common stocks issued by companies operating in the U.S. and/or abroad. Investments are diversified among a variety of industries and sectors within the market. Fidelity OTC Portfolio The OTC Portfolio seeks capital appreciation through investment in securities that are traded in the over- the-counter ("OTC") securities market. Though this portfolio invests mainly in common stocks, it can also invest in preferred stocks and debt obligations as well as all other securities offered by the OTC market. Fidelity Overseas Fund The Overseas Fund seeks capital appreciation, primarily through investments in foreign securities. Normally, at least 65% of its total assets are invested in securities of companies from at least three countries outside of North America (generally these countries are located in Central and South America, the Far East and Pacific basin, and Western Europe). Fidelity Balanced Fund The emphasis of the Balanced Fund is income with investments in both stocks and bonds. At least 25% of its total assets will always be invested in fixed- income senior securities to primarily preserve principal. 10 Astra Merck Inc. Employee Savings and Security Plan Notes to Financial Statements September 30, 1995 Fidelity Retirement Money Market Portfolio The Money Market Portfolio invests in high quality, U.S. dollar-denominated money market instruments of U.S. and foreign issuers. Investments include short- term corporate obligations, U.S. government obligations and certificates of deposit. Fidelity Retirement Government Money Market Portfolio The Government Money Market Portfolio invests in obligations issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities. Fidelity U.S. Equity Index Portfolio The U.S. Equity Index Portfolio seeks investment results that correspond to the total return performance of United States' publicly traded stocks. Total return performance is the combination of capital changes and income. Many investments made by this portfolio offer the potential for both dividend income and capital appreciation over the long term. Participant Loan Fund The Loan Fund is comprised of amounts transferred from other funds and represents the balance of outstanding participant loans. Vesting. Participants are immediately vested in their contributions, all Company matching contributions, plus actual earnings thereon. Participants' Loans. Participants may borrow from their account balances. The minimum loan is $500 and the maximum loan is the lesser of $50,000 less the highest outstanding loan balance, if any, during the one year period prior to the new loan application date, or 50% of the participant's account balance less any current outstanding loan balance. Participant investments are liquidated on a pro rata basis to fund the loan. The interest rate is the rate in effect the month the loan is valued and is based on the prime rate of the Morgan Guaranty Trust Company of New York, plus one percent per annum. Activity related to these borrowings is reflected in the Participants' Loan Account column of the financial statements. 2. Summary of Accounting Policies The financial statements of the Plan have been prepared using the accrual basis of accounting. Investments in mutual funds and Merck Common Stock are stated at quoted market value. Participant loans are valued at cost which approximates fair value. Dividend income is recorded on the ex-dividend date. The appreciation in market value of investments is based on the beginning of the year market value or value at the time of purchase during the year and is included in the 11 Astra Merck Inc. Employee Savings and Security Plan Notes to Financial Statements September 30, 1995 Statement of Changes in Net Assets Available for Benefits. 3. Income Tax Status The Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. A request for a favorable determination letter will be filed with the Internal Revenue Service in conjunction with the Company's 1995 tax return filing. 4. Party-in-Interest Transactions On January 1, 1995, in connection with the transfer of assets to the Company on November 1, 1994 to effect a joint venture between Astra AB and Merck, certain employees of Merck became employees of the Company. In accordance with the terms of the agreements governing the formation of the joint venture, account balances of these employees who were participants in Merck's Employee Savings and Security Plan, totalling $18,676,576, were transferred to the Plan, effective January 1, 1995. 12 Schedule I Astra Merck Inc. Employee Savings & Security Plan Schedule of Assets Held for Investment Purposes September 30, 1995
Market Value Cost Merck Common Stock* $21,593,603 $14,935,287 Fidelity Magellan Fund* 4,949,782 3,693,322 Fidelity Equity-Income Fund 542,385 482,376 Fidelity Growth Company Fund 1,233,861 980,127 Fidelity Growth & Income Portfolio 1,321,464 1,165,498 Fidelity Intermediate Bond Fund 214,106 214,539 Fidelity Retirement Growth Fund 396,339 365,013 Fidelity OTC Portfolio 629,105 515,591 Fidelity Overseas Fund 688,799 658,700 Fidelity Balanced Fund 1,280,756 1,219,649 Fidelity Retirement Money Market Portfolio 403,502 403,502 Fidelity Retirement Government Money Market Portfolio 397,898 397,898 Fidelity U.S. Equity Index Portfolio 293,534 241,996 Participant Loan Account (with interest rates ranging from 7% to 11%) 1,218,350 1,218,350 ------------------------------------- Totals $35,163,484 $26,491,848 * Represents 5% or more of the Plan investments as of September 30, 1995. This schedule was derived from data certified as complete and accurate by Fidelity Management Trust Company.
13 Schedule ll Astra Merck Inc. Employee Savings and Security Plan Schedule of Reportable Transactions Nine Months Ended September 30, 1995
------------------Sales---------------------- Number of Number of Total Net Description Purchases Sales Purchases Proceeds Cost Gain Merck Common Stock 83 64 $26,879,750 $15,887,494 $11,944,463 $3,943,031 Fidelity Magellan Fund 81 55 3,861,726 196,020 168,403 27,617 Fidelity Equity-Income Fund 43 18 530,359 51,823 47,982 3,841 Fidelity Growth Company Fund 56 26 1,041,739 69,938 61,613 8,325 Fidelity Growth & Income Portfolio 60 29 1,395,077 261,785 229,579 32,206 Fidelity Intermediate Bond Fund 44 17 310,957 97,532 96,419 1,113 Fidelity Retirement Growth Fund 48 21 413,933 51,217 48,920 2,297 Fidelity OTC Portfolio 54 27 591,525 83,713 75,934 7,779 Fidelity Overseas Fund 56 32 708,163 51,258 49,462 1,796 Fidelity Balanced Fund 52 37 1,373,501 157,246 153,852 3,394 Fidelity Retirement Money Market Portfolio 49 28 510,353 106,850 106,850 - Fidelity Retirement Government Money Market Portfolio 44 25 440,441 42,542 42,542 - Fidelity U.S. Equity Index Portfolio 42 18 278,391 40,312 36,395 3,917 This schedule was derived from data certified as complete and accurate by Fidelity Management Trust Company.
14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. ASTRA MERCK INC. EMPLOYEE SAVINGS AND SECURITY PLAN (Name of Plan) By: /s/ Linda E. Robertson LINDA E. ROBERTSON Administrative Committee Dated: November 22, 1995 11 EX-23 2 EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Merck & Co., Inc., of our report dated November 3, 1995 appearing on page 2 of the Report of the Astra Merck Inc. Employee Savings and Security Plan on Form 11-K for the nine months ended September 30, 1995. Price Waterhouse LLP Philadelphia, PA November 16, 1995 1 -----END PRIVACY-ENHANCED MESSAGE-----