-----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, Hloo6dUFktBm6b6qiVB11xtuTkJL/cZQpkD1fx8ZGG/EK77lIYengrCE4yZeNXk+ J1smYahrBfHlST4btYSdzQ== 0000950123-01-503642.txt : 20010621 0000950123-01-503642.hdr.sgml : 20010621 ACCESSION NUMBER: 0000950123-01-503642 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCK & CO INC CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221109110 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-03305 FILM NUMBER: 1663985 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 10-K/A 1 y48789a1e10-ka.txt AMENDMENT # 1 TO FORM 10-K 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 2001 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ------------------ FORM 10-K/A AMENDMENT TO FORM 10-K ANNUAL REPORT Filed pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ------------------ MERCK & CO., INC. P.O. BOX 100 WHITEHOUSE STATION, NEW JERSEY 08889-0100 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its annual report on Form 10-K for the fiscal year ended December 31, 2000 as set forth below: 1. Add Exhibit Numbers 99(a), 99(b) and 99(c) as follows:
EXHIBIT METHOD OF NUMBER DESCRIPTION FILING 99(a) -- Financial statements and exhibits Filed with this Form 10-K/A Amendment required by Form 11-K Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the Merck & Co., Inc. Employee Savings and Security Plan for the fiscal year ended December 31, 2000 99(b) -- Financial statements and exhibits Filed with this Form 10-K/A Amendment required by Form 11-K Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the Merck & Co., Inc. Employee Stock Purchase and Savings Plan for the fiscal year ended December 31, 2000 99(c) -- Financial statements and exhibits Filed with this Form 10-K/A Amendment required by Form 11-K Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the Merck Puerto Rico Employee Savings and Security Plan for the fiscal year ended December 31, 2000
2 3 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 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. Dated: June 20, 2001 MERCK & CO., INC. By RAYMOND V. GILMARTIN (CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER) By /s/CELIA A. COLBERT CELIA A. COLBERT (ATTORNEY-IN-FACT) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS AMENDMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE ---------- ----- ---- RAYMOND V. GILMARTIN Chairman of the Board, President and Chief Executive Officer; Principal Executive Officer; Director JUDY C. LEWENT Executive Vice President and Chief Financial Officer; Principal Financial Officer RICHARD C. HENRIQUES, JR. Vice President, Controller; Principal Accounting Officer H. BREWSTER ATWATER, JR. June 20, 2001 LAWRENCE A. BOSSIDY WILLIAM G. BOWEN JOHNNETTA B. COLE LLOYD C. ELAM WILLIAM N. KELLEY Directors HEIDI G. MILLER EDWARD M. SCOLNICK ANNE M. TATLOCK SAMUEL O. THIER DENNIS WEATHERSTONE
CELIA A. COLBERT, BY SIGNING HER NAME HERETO, DOES HEREBY SIGN THIS DOCUMENT PURSUANT TO POWERS OF ATTORNEY DULY EXECUTED BY THE PERSONS NAMED, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS AN EXHIBIT TO FORM 10-K, ON BEHALF OF SUCH PERSONS, ALL IN THE CAPACITIES AND ON THE DATE STATED, SUCH PERSONS INCLUDING A MAJORITY OF THE DIRECTORS OF THE COMPANY. By /s/CELIA A. COLBERT CELIA A. COLBERT (ATTORNEY-IN-FACT) 3 EX-99.A 2 y48789a1ex99-a.txt FINANCIAL STATEMENTS 1 EXHIBIT 99(a) FINANCIAL STATEMENTS AND EXHIBITS REQUIRED BY FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 1-3305 --------------------- MERCK & CO., INC. EMPLOYEE SAVINGS AND SECURITY PLAN (Full title of the plan) MERCK & CO., INC. P.O. BOX 100 WHITEHOUSE STATION, NEW JERSEY 08889-0100 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) 2 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Merck & Co., Inc.: We have audited the accompanying statement of net assets available for benefits of the Merck & Co., Inc. Employee Savings and Security Plan (the "Plan") as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements and the schedule referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and the schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2000 and 1999, and the changes in its net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for purposes of additional analysis and is not a required part of the basic financial statements but is 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 schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP New York, New York May 18, 2001 1 3 MERCK & CO., INC. EMPLOYEE SAVINGS AND SECURITY PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, ------------------------------- 2000 1999 -------------- -------------- Assets: Investments at market value............................... $3,466,824,215 $2,907,375,673 -------------- -------------- Receivables: Employer's contribution................................. 4,426,278 3,848,031 Participants' contributions............................. 10,250,559 8,844,613 Accrued interest and dividends.......................... 7,624,148 7,380,499 -------------- -------------- Total receivables..................................... 22,300,985 20,073,143 -------------- -------------- Net assets available for benefits........................... $3,489,125,200 $2,927,448,816 ============== ==============
The accompanying notes to financial statements are an integral part of this financial statement. 2 4 MERCK & CO., INC. EMPLOYEE SAVINGS AND SECURITY PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2000 ----------------- Additions to net assets attributed to: Investment income: Net appreciation in market value of investments......... $ 440,018,635 Interest................................................ 3,158,473 Dividends............................................... 127,406,100 -------------- Total investment income............................... 570,583,208 -------------- Contributions to the Plan: By participants......................................... 148,198,662 By the employer......................................... 55,845,461 -------------- Total contributions................................... 204,044,123 -------------- Total additions....................................... 774,627,331 -------------- Deductions from net assets attributed to: Benefits paid to participants............................. (223,710,242) -------------- Net reallocations........................................... 10,759,295 -------------- Total deductions and net reallocations among Plans.... (212,950,947) -------------- Net increase........................................ 561,676,384 Net assets available for benefits Beginning of year................................... 2,927,448,816 -------------- End of year......................................... $3,489,125,200 ==============
The accompanying notes to financial statements are an integral part of this financial statement. 3 5 MERCK & CO., INC. EMPLOYEE SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS A. DESCRIPTION OF PLAN: The following description of the Merck & Co., Inc. Employee Savings and Security Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. 1. GENERAL The Plan was designed to provide an easy, economical way for employees to become stockholders of Merck & Co., Inc. (the "Company" or "Merck") as well as a systematic means of saving and investing for the future. Regular full-time, part-time, and temporary employees of the Company and of certain wholly-owned subsidiaries as defined by the Plan document who were not covered by a collective bargaining agreement are eligible to enroll in the Plan as of the first day of the third month following their date of hire. The Plan is administered by a management committee appointed by the Chief Executive Officer of the Company. All costs of administering the Plan are borne by the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). 2. CONTRIBUTIONS Participants may contribute from 2% up to 15% of their base pay. Effective February 1, 2001, employees earning less than $85,000 were allowed to contribute a maximum of 18% of base pay. Employees earning $85,000 or more are limited to maximum contributions of 15% of base pay. In addition, the Company matches 75% of employee contributions up to 6% of base pay per pay period. Company matching contributions are invested according to the following age parameters: Under age 50 -- 50% of Company matching contributions is invested in the Merck Common Stock Fund (Non-participant directed) and 50% is invested in the funds to which the participant is currently contributing (Participant directed). Age 50 and above -- Participants have the option to invest all Company matching contributions in any of the available fund options (Participant directed). Participants direct the investment of their contributions into any investment option, including the Merck Common Stock Fund (Participant directed). During 2000, the Plan offered 15 mutual funds and the Merck Common Stock Fund. Effective February 1, 2001, the Plan offered 22 investment options: 21 mutual funds and the Merck Common Stock Fund. 3. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution, the Company's matching contribution and allocation of Plan earnings. The allocation is based on participants' account balances, as defined in the Plan document. 4. VESTING Participants are immediately vested in their contributions, all Company matching contributions, plus actual earnings thereon. 4 6 MERCK & CO., INC. EMPLOYEE SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) 5. PARTICIPANT LOANS Participants may borrow from their account balances with interest charged at the prime rate plus 1%. Loan terms range from one to five years or up to thirty years for the purchase of a primary residence. The minimum loan is $500 and the maximum loan is the lesser of $50,000 less the highest outstanding loan balance 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. 6. PAYMENT OF BENEFITS In-service (which include hardship withdrawals) and termination distributions are made throughout the year in accordance with applicable Plan provisions. At December 31, 2000 and 1999, net assets available for benefits included distributions in process of payment of $2,578,798 and $2,114,034, respectively. B. SUMMARY OF ACCOUNTING POLICIES: USE OF ESTIMATES The financial statements are prepared in conformity with accounting principles generally accepted in the United States and, accordingly, include amounts that are based on management's best estimates and judgments. Actual results could differ from these estimates. INVESTMENT VALUATION AND INCOME RECOGNITION The financial statements of the Plan have been prepared on the accrual basis of accounting. The investments of the Plan are stated at quoted market value. Shares of mutual funds are valued at the net asset value of the shares held by the Plan at year-end. Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. The net appreciation (depreciation) 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 statement of changes in net assets available for benefits. RISKS AND UNCERTAINTIES The Plan provides for various investment options in investment securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits. RECLASSIFICATIONS Certain reclassifications have been made to prior year amounts to conform with current year presentation. 5 7 MERCK & CO., INC. EMPLOYEE SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) C. INVESTMENTS: The following presents investments that represent 5% or more of the Plan's net assets as of year-end.
DECEMBER 31, ------------------------------- 2000 1999 -------------- -------------- Merck Common Stock Fund, 64,195,794 and 72,896,801 units, respectively.............. $2,051,665,788* $1,671,494,991* T. Rowe Price Blue Chip Growth Fund, 8,972,120 and 8,522,756 units, respectively........... 303,706,273 309,716,959 Fidelity Retirement Money Markets, 181,327,424 and 107,936,553 units, respectively......... 181,327,424 107,936,553**
- --------------------- * Includes non-participant directed portion ** This investment did not represent 5% of the Plan's net assets as of December 31, 1999. During 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $440,018,635 as follows: Mutual Funds......................................... $(174,383,598) Merck Common Stock Fund.............................. 614,402,233 ------------- $ 440,018,635 =============
D. NON-PARTICIPANT-DIRECTED INVESTMENTS: Information about the net assets and the significant components of the changes in net assets relating to the non-participant-directed investments is as follows:
DECEMBER 31, --------------------------- 2000 1999 ------------ ------------ Net Assets: Merck Common Stock Fund..................... $481,799,470 $353,946,622 ============ ============
YEAR ENDED DECEMBER 31, 2000 ----------------- Changes in Net Assets Contributions.................................. $ 26,245,066 Dividends...................................... 6,474,710 Interest....................................... 60,123 Net appreciation............................... 137,758,747 Benefits paid to participants....................... (21,226,087) Transfers to participant directed investments and other Plans..................................... (21,459,711) ------------ $127,852,848 ============
6 8 MERCK & CO., INC. EMPLOYEE SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) E. RELATED-PARTY TRANSACTIONS: Certain Plan investments are shares of mutual funds managed by Fidelity Management Trust Company ("Fidelity"). Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Merck & Co., Inc. also is a party-in-interest to the Plan under the definition provided in Section 3(14) of ERISA. Therefore, Merck Common Stock Fund transactions qualify as party-in-interest transactions. All party-in-interest transactions are set forth on the attached schedule. F. PLAN TERMINATION: Although it has not expressed any intent 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. G. TAX STATUS: The Plan obtained a tax determination letter from the Internal Revenue Service dated September 18, 1995 indicating that it had been designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan was most recently amended in December 1999. The Plan sponsor and legal counsel believe that the Plan is designed and currently operated in compliance with the IRC. Therefore, no provision for income taxes has been made. Prior to December 31, 2001, the Plan sponsor intends to amend the Plan to meet certain requirements of recent tax code revisions. H. PROHIBITED TRANSACTIONS: There were no prohibited transactions during 2000. I. OTHER MATTERS: Net reallocations in 2000 of $10,759,295 consist of transfers of $4,991,879 between the Plan and the Merck & Co., Inc. Employee Stock Purchase and Savings Plan for employees who changed their status during the year, $5,746,720 for employees who transferred into the Plan from SIBIA Neurosciences, Inc., which was acquired by Merck & Co., Inc. in September 1999, $4,964 for employees who transferred in from Merck-Medco Managed Care, L.L.C. and $15,732 of miscellaneous net transfers. 7 9 SCHEDULE H EIN: 22-1109110 PLAN NO.: 001 MERCK & CO., INC. EMPLOYEE SAVINGS AND SECURITY PLAN LINE 4i -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
(C) DESCRIPTION OF INVESTMENT INCLUDING (B) IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, COLLATERAL, (E) CURRENT (A) LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE (D) COST VALUE - ------- -------------------------------- --------------------------------------------- -------------- ----------------- * Merck & Co., Inc. Merck Common Stock Fund 64,195,794 units $ 659,018,835 $2,051,665,788 * Fidelity Investments Fidelity Equity-Income Fund 873,628 units 42,672,679 46,677,199 Fidelity Growth & Income Portfolio 3,051,565 units 113,055,532 128,469,414 Fidelity Retirement Money Market Fund 181,327,424 units 181,327,424 181,327,424 Spartan U.S. Equity Index Fund 2,313,768 units 92,757,580 108,307,296 Fidelity Low-Priced Stock Fund 706,276 units 16,482,664 16,329,101 Putnam Investments The George Putnam Fund of Boston A 3,471,198 units 61,598,910 59,600,469 Putnam Voyager Fund A 2,533,668 units 69,550,877 59,034,459 T. Rowe Price T. Rowe Price Blue Chip Growth Fund 8,972,120 units 235,600,448 303,706,273 T. Rowe Price New Income Fund 3,923,967 units 33,804,606 33,353,715 T. Rowe Price Mid-Cap Growth Fund 2,732,695 units 95,297,058 108,733,917 T. Rowe Price Dividend Growth Fund 421,433 units 8,697,775 9,220,955 Franklin Templeton Franklin Small Cap Growth Fund A 2,461,966 units 99,129,105 96,829,106 Templeton Developing Markets Trust A 776,891 units 10,611,210 8,227,280 The Vanguard Group Vanguard U.S. Growth Portfolio 4,967,942 units 171,348,509 137,363,596 The American Funds Group EuroPacific Growth Fund 2,548,665 units 86,251,839 79,900,659 *Participants' Loan Account (with interest rates ranging from 6.5% to 12.5% and with maturities through 2030) 38,077,564 38,077,564 -------------- -------------- Total $2,015,282,615 $3,466,824,215 ============== ==============
- --------------- * Denotes a party-in-interest to the Plan. The accompanying notes to financial statements are an integral part of this schedule. 8 10 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated May 18, 2001 included in the financial statements and exhibits required by Form 11-K Annual Report for the Merck & Co., Inc. Employee Savings and Security Plan into the Company's previously filed Registration Statements on Form S-8 (Nos 33-21087, 33-21088, 33-36101, 33-40177, 33-51235, 33-53463, 33-64273, 33-64665, 333-23293, 333-23295, 333-91769, 333-30526, 333-31762, 333-40282, 333-52264, 333-53246 and 333-56696), on Form S-4 (No. 33-50667 and 333-61982) and on Form S-3 (Nos. 33-60322, 33-39349, 33-51785, 33-57421, 333-17045, 333-36383 and 333-77569). It should be noted that we have not audited any financial statements of the Plan subsequent to December 31, 2000 or performed any audit procedures subsequent to the date of our report. ARTHUR ANDERSEN LLP New York, New York June 20, 2001 EX-99.B 3 y48789a1ex99-b.txt FINANCIAL STATEMENTS 1 EXHIBIT 99(b) FINANCIAL STATEMENTS AND EXHIBITS REQUIRED BY FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 1-3305 --------------------- MERCK & CO., INC. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN (Full title of the plan) MERCK & CO., INC. P.O. BOX 100 WHITEHOUSE STATION, NEW JERSEY 08889-0100 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) 2 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Merck & Co., Inc.: We have audited the accompanying statement of net assets available for benefits of the Merck & Co., Inc. Employee Stock Purchase and Savings Plan (the "Plan") as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements and the schedule referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and the schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2000 and 1999, and the changes in its net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for purposes of additional analysis and is not a required part of the basic financial statements but is 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 schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP New York, New York May 18, 2001 1 3 MERCK & CO., INC. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, --------------------------- 2000 1999 ------------ ------------ Assets: Investments at market value............................... $435,679,643 $347,069,430 ------------ ------------ Receivables: Employer's contribution................................. 141,719 104,491 Participants' contributions............................. 462,627 370,507 Accrued interest and dividends.......................... 1,235,761 1,193,134 ------------ ------------ Total receivables..................................... 1,840,107 1,668,132 ------------ ------------ Net assets available for benefits........................... $437,519,750 $348,737,562 ============ ============
The accompanying notes to financial statements are an integral part of this financial statement. 2 4 MERCK & CO., INC. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2000 ------------------- Additions to net assets attributed to: Investment income: Net appreciation in market value of investments......... $ 90,638,789 Interest................................................ 756,367 Dividends............................................... 10,403,697 ------------ Total investment income............................... 101,798,853 ------------ Contributions to the Plan: By participants......................................... 20,660,438 By the employer......................................... 5,499,864 ------------ Total contributions................................... 26,160,302 ------------ Total additions....................................... 127,959,155 ------------ Deductions from net assets attributed to: Benefits paid to participants............................. (34,185,088) ------------ Net reallocations........................................... (4,991,879) ------------ Total deductions and net reallocations among Plans.... (39,176,967) ------------ Net increase........................................ 88,782,188 Net assets available for benefits Beginning of year................................... 348,737,562 ------------ End of year......................................... $437,519,750 ============
The accompanying notes to financial statements are an integral part of this financial statement. 3 5 MERCK & CO., INC. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS A. DESCRIPTION OF PLAN: The following description of the Merck & Co., Inc. Employee Stock Purchase and Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. 1. GENERAL The Plan was designed to provide an easy, economical way for employees to become stockholders of Merck & Co., Inc. (the "Company" or "Merck") as well as a systematic means of saving and investing for the future. Generally, any regular full-time, part-time, or temporary employee of the Company who is a U.S. resident covered by a collective bargaining agreement providing for participation in this Plan as defined by the Plan document, and has completed one year of employment, is eligible to participate. Certain unions have negotiated to allow their members to join the Plan on or after the first day of the third month following commencement of employment. The Plan is administered by a management committee appointed by the Chief Executive Officer of the Company. All costs of administering the Plan are borne by the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). 2. CONTRIBUTIONS Depending on the terms of the applicable collective bargaining agreements, participants may contribute from 2% up to either 10% or 15% of their base pay per pay period. In addition, the Company will match 60% of employee contributions up to 6% of base pay per pay period, or contributions of a predetermined dollar amount negotiated with each bargaining group, whichever is less. Company matching contributions are invested according to the following age parameters: Under age 50 -- 50% of Company matching contributions is invested in the Merck Common Stock Fund (Non-participant directed) and 50% is invested in the funds to which the participant is currently contributing (Participant directed). Age 50 and above -- Participants have the option to invest all Company matching contributions in any of the available fund options (Participant directed). Participants direct the investment of their contributions into any investment option including the Merck Common Stock Fund (Participant directed). During 2000, the Plan offered 15 mutual funds and the Merck Common Stock Fund. Effective February 1, 2001, the Plan offered 22 investment options: 21 mutual funds and the Merck Common Stock Fund. 3. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution, the Company's matching contribution and allocation of Plan earnings. The allocation is based on participants' account balances, as defined in the Plan document. 4. VESTING Participants are immediately vested in their contributions, all Company matching contributions, plus actual earnings thereon. 4 6 MERCK & CO., INC. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) 5. PARTICIPANT LOANS Participants may borrow from their account balances with interest charged at the prime rate plus 1%. Loan terms range from one to five years or up to thirty years for the purchase of a primary residence. The minimum loan is $500 and the maximum loan is the lesser of $50,000 less the highest outstanding loan balance 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. 6. PAYMENT OF BENEFITS In-service (which include hardship withdrawals) and termination distributions are made throughout the year in accordance with applicable Plan provisions. At December 31, 2000 and 1999, net assets available for benefits included distributions in process of payment of $153,739 and $662,943, respectively. B. SUMMARY OF ACCOUNTING POLICIES: USE OF ESTIMATES The financial statements are prepared in conformity with accounting principles generally accepted in the United States and, accordingly, include amounts that are based on management's best estimates and judgments. Actual results could differ from these estimates. INVESTMENT VALUATION AND INCOME RECOGNITION The financial statements of the Plan have been prepared on the accrual basis of accounting. The investments of the Plan are stated at quoted market value. Shares of mutual funds are valued at the net asset value of the shares held by the Plan at year-end. Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. The net appreciation (depreciation) 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 statement of changes in net assets available for benefits. RISKS AND UNCERTAINTIES The Plan provides for various investment options in investment securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits. RECLASSIFICATIONS Certain reclassifications have been made to prior year amounts to conform with current year presentation. 5 7 MERCK & CO., INC. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) C. INVESTMENTS: The following presents investments that represent 5% or more of the Plan's net assets as of year-end.
DECEMBER 31, --------------------------- 2000 1999 ------------ ------------ Merck Common Stock Fund, 10,702,093 and 11,958,440 units, respectively................. $342,021,669* $274,189,812*
- --------------------- * Includes non-participant directed portion During 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $90,638,789 as follows: Mutual Funds.......................................... $ (9,915,833) Merck Common Stock Fund............................... 100,554,622 ------------ $ 90,638,789 ============
D. NON-PARTICIPANT-DIRECTED INVESTMENTS: Information about the net assets and the significant components of the changes in net assets relating to the non-participant-directed investments is as follows:
DECEMBER 31, ------------------------- 2000 1999 ----------- ----------- Net Assets: Merck Common Stock Fund....................... $53,027,764 $41,979,744 =========== ===========
YEAR ENDED DECEMBER 31, 2000 ----------------- Changes in Net Assets Contributions.................................. $ 2,511,575 Dividends...................................... 736,564 Interest....................................... 47,577 Net appreciation............................... 15,430,511 Benefits paid to participants....................... (3,491,650) Transfers to participant directed investments and other Plans....................................... (4,186,557) ----------- $11,048,020 ===========
E. RELATED-PARTY TRANSACTIONS: Certain Plan investments are shares of mutual funds managed by Fidelity Management Trust Company ("Fidelity"). Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Merck & Co., Inc. also is a party-in-interest to the Plan under the definition provided in Section 3(14) of ERISA. Therefore, Merck Common Stock Fund transactions qualify as party-in-interest transactions. All party-in-interest transactions are set forth on the attached schedule. 6 8 MERCK & CO., INC. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) F. PLAN TERMINATION: Although it has not expressed any intent 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. G. TAX STATUS: The Plan obtained a tax determination letter from the Internal Revenue Service dated September 18, 1995 indicating that it had been designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan was most recently amended in July 1998. The Plan sponsor and legal counsel believe that the Plan is designed and currently operated in compliance with the IRC. Therefore, no provision for income taxes has been made. Prior to December 31, 2001, the Plan sponsor intends to amend the Plan to meet certain requirements of recent tax code revisions. H. PROHIBITED TRANSACTIONS: There were no prohibited transactions during 2000. I. OTHER MATTERS: Net reallocations in 2000 of ($4,991,879) consist of transfers between the Plan and the Merck & Co., Inc. Employee Savings and Security Plan for employees who changed their status during the year. J. SUBSEQUENT EVENTS: Subsequent to year-end, the Company matching contribution was increased for certain unions from 50% to 60% of employee contributions up to 6% of base pay. 7 9 SCHEDULE H EIN: 22-1109110 PLAN NO.: 004 MERCK & CO., INC. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN LINE 4i -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
(C) DESCRIPTION OF INVESTMENT INCLUDING (B) IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, COLLATERAL, (E) CURRENT (A) LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE (D) COST VALUE - ------- -------------------------------- --------------------------------------------- ------------ ----------------- * Merck & Co., Inc. Merck Common Stock Fund 10,702,093 units $117,815,352 $342,021,669 * Fidelity Investments Fidelity Equity-Income Fund 41,014 units 2,010,917 2,191,354 Fidelity Growth & Income Portfolio 155,060 units 6,130,819 6,527,921 Fidelity Retirement Money Market Fund 19,014,654 units 19,014,654 19,033,600 Spartan U.S. Equity Index Fund 68,236 units 2,919,975 3,194,115 Fidelity Low-Priced Stock Fund 43,559 units 1,007,395 1,007,080 Putnam Investments The George Putnam Fund of Boston A 323,951 units 5,719,006 5,562,238 Putnam Voyager Fund A 162,863 units 4,647,157 3,794,702 T. Rowe Price T. Rowe Price Blue Chip Growth Fund 537,506 units 14,697,300 18,194,583 T. Rowe Price New Income Fund 179,661 units 1,540,204 1,527,120 T. Rowe Price Mid-Cap Growth Fund 107,599 units 4,030,377 4,281,382 T. Rowe Price Dividend Growth Fund 15,361 units 314,071 336,098 Franklin Templeton Franklin Small Cap Growth Fund A 181,537 units 8,158,480 7,139,861 Templeton Developing Markets Trust A 49,828 units 653,755 527,675 The Vanguard Group Vanguard U.S. Growth Portfolio 271,050 units 9,893,814 7,494,538 The American Funds Group EuroPacific Growth Fund 113,393 units 3,794,059 3,554,885 *Participants' Loan Account (with interest rates ranging from 6.5% to 12.5% and with maturities through 2030) 9,290,822 9,290,822 ------------ ------------ Total $211,638,157 $435,679,643 ============ ============
- --------------- * Denotes a party-in-interest to the Plan. The accompanying notes to financial statements are an integral part of this schedule. 8 10 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated May 18, 2001 included in the financial statements and exhibits required by Form 11-K Annual Report for the Merck & Co., Inc. Employee Stock Purchase and Savings Plan into the Company's previously filed Registration Statements on Form S-8 (Nos. 33-21087, 33-21088, 33-36101, 33-40177, 33-51235, 33-53463, 33-64273, 33-64665, 333-23293, 333-23295, 333-91769, 333-30526, 333-31762, 333-40282, 333-52264, 333-53246 and 333-56696), on Form S-4 (No. 33-50667 and 333-61982) and on Form S-3 (Nos. 33-60322, 33-39349, 33-51785, 33-57421, 333-17045, 333-36383 and 333-77569). It should be noted that we have not audited any financial statements of the Plan subsequent to December 31, 2000 or performed any audit procedures subsequent to the date of our report. ARTHUR ANDERSEN LLP New York, New York June 20, 2001 EX-99.C 4 y48789a1ex99-c.txt FINANCIAL STATEMENTS 1 EXHIBIT 99(c) FINANCIAL STATEMENTS AND EXHIBITS REQUIRED BY FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 1-3305 --------------------- MERCK PUERTO RICO EMPLOYEE SAVINGS AND SECURITY PLAN (Full title of the plan) MERCK & CO., INC. P.O. BOX 100 WHITEHOUSE STATION, NEW JERSEY 08889-0100 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) 2 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Merck Sharp & Dohme Quimica de Puerto Rico, Inc. and Merck Sharp & Dohme (I.A.) Corp.: We have audited the accompanying statement of net assets available for benefits of the Merck Puerto Rico Employee Savings and Security Plan (the "Plan") as of December 31, 2000 and 1999 and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements and the schedule referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and the schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2000 and 1999, and the changes in its net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for purposes of additional analysis and is not a required part of the basic financial statements but is 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 schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP San Juan, Puerto Rico May 4, 2001 1 3 MERCK PUERTO RICO EMPLOYEE SAVINGS AND SECURITY PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, -------------------------- 2000 1999 ----------- ----------- Assets: Investments at market value............................... $43,789,240 $32,764,583 ----------- ----------- Receivables: Employer's contribution................................. 90,157 26,699 Participants' contributions............................. 323,019 61,829 Accrued interest and dividends.......................... 149,916 116,837 ----------- ----------- Total receivables..................................... 563,092 205,365 ----------- ----------- Net assets available for benefits........................... $44,352,332 $32,969,948 =========== ===========
The accompanying notes to financial statements are an integral part of this financial statement. 2 4 MERCK PUERTO RICO EMPLOYEE SAVINGS AND SECURITY PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2000 ----------------- Additions to net assets attributed to: Investment income: Net appreciation in market value of investments......... $10,655,296 Interest................................................ 165,039 Dividends............................................... 770,322 ----------- Total investment income............................... 11,590,657 ----------- Contributions to the Plan: By participants......................................... 4,247,934 By the employer......................................... 1,136,893 ----------- Total contributions................................... 5,384,827 ----------- Total additions....................................... 16,975,484 ----------- Deductions from net assets attributed to: Benefits paid to participants............................. (5,511,253) ----------- Net reallocations........................................... (81,847) ----------- Total deductions and net reallocations among Plans.... (5,593,100) ----------- Net increase........................................ 11,382,384 Net assets available for benefits Beginning of year................................... 32,969,948 ----------- End of year......................................... $44,352,332 ===========
The accompanying notes to financial statements are an integral part of this financial statement. 3 5 MERCK PUERTO RICO EMPLOYEE SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS A. DESCRIPTION OF PLAN: The following description of the Merck Puerto Rico Employee Savings and Security Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. 1. GENERAL The Plan is a profit sharing plan designed to provide an opportunity for employees of Merck Sharp & Dohme Quimica de Puerto Rico, Inc. and Merck Sharp & Dohme (I.A.) Corp. (the "Companies") to become stockholders of Merck & Co., Inc. ("Merck") and to encourage them to save on a regular basis by setting aside part of their earnings. Regular full-time and part-time employees of the Companies, as defined in the Plan document, who have completed at least one year of employment and are not covered by a collective bargaining agreement, are eligible to enroll in the Plan. The Plan is administered by the Employee Benefits Committee appointed by the President of the Companies. All costs of administering the Plan are borne by the Companies. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). 2. CONTRIBUTIONS Participants may contribute from 2% up to 15% of their base pay, provided that pre-tax contributions shall not exceed 10% of base compensation. In addition, the Companies match 50% of employee contributions up to 5% of base pay per pay period. The Companies' matching contributions are invested entirely in the Merck Common Stock Fund (Non-participant directed) and may not be reallocated into any other investment option. Participants direct the investment of their contributions into any investment option including the Merck Common Stock Fund (Participant directed). During 2000, the Plan offered 15 mutual funds and the Merck Common Stock Fund. Effective February 1, 2001, the Plan offered 22 investment options: 21 mutual funds and the Merck Common Stock Fund. 3. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution, the Companies' matching contribution and allocation of Plan earnings. The allocation is based on participants' account balances, as defined in the Plan document. 4. VESTING Participants are immediately vested in their contributions, all Companies' matching contributions, plus actual earnings thereon. 5. PARTICIPANT LOANS Participants may borrow from their account balances with interest charged at the prime rate plus 1%. Loan terms range from one to five years or up to thirty years for the purchase of a primary residence. The minimum loan is $500 and the maximum loan is the lesser of $50,000 less the highest outstanding loan 4 6 MERCK PUERTO RICO EMPLOYEE SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) balance 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. 6. PAYMENT OF BENEFITS Participants are entitled to receive automatic, voluntary, in-service (which include hardship withdrawals), or mandatory distributions as provided in the applicable Plan provisions. B. SUMMARY OF ACCOUNTING POLICIES: USE OF ESTIMATES The financial statements are prepared in conformity with accounting principles generally accepted in the United States and, accordingly, include amounts that are based on management's best estimates and judgments. Actual results could differ from these estimates. INVESTMENT VALUATION AND INCOME RECOGNITION The financial statements of the Plan have been prepared on the accrual basis of accounting. The investments of the Plan are stated at quoted market value. Shares of mutual funds are valued at the net asset value of the shares held by the Plan at year-end. Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. The net appreciation (depreciation) 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 statement of changes in net assets available for benefits. RISKS AND UNCERTAINTIES The Plan provides for various investment options in investment securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits. RECLASSIFICATIONS Certain reclassifications have been made to prior year amounts to conform with current year presentation. C. INVESTMENTS: The following presents investments that represent 5% or more of the Plan's net assets as of year-end.
DECEMBER 31, ------------------------- 2000 1999 ----------- ----------- Merck Common Stock Fund, 409,274 and 397,535 units, respectively..................................... $38,318,297* $27,346,843*
- --------------- * Includes non-participant directed portion 5 7 MERCK PUERTO RICO EMPLOYEE SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) During 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $10,655,296 as follows: Mutual Funds........................................... $ (427,435) Merck Common Stock Fund................................ 11,082,731 ----------- $10,655,296 ===========
D. NON-PARTICIPANT-DIRECTED INVESTMENTS: Information about the net assets and the significant components of the changes in net assets relating to the non-participant-directed investments is as follows:
DECEMBER 31, ------------------------ 2000 1999 ----------- ---------- Net Assets: Merck Common Stock Fund........................ $12,457,228 $8,962,988 =========== ==========
YEAR ENDED DECEMBER 31, 2000 ----------------- Changes in Net Assets Contributions.................................. $ 1,133,146 Dividends...................................... 164,972 Interest....................................... 60,448 Net appreciation............................... 3,550,326 Benefits paid to participants....................... (1,412,169) Transfers to participant directed investments and other Plans....................................... (2,483) ----------- $ 3,494,240 ===========
E. RELATED-PARTY TRANSACTIONS: Certain Plan investments are shares of mutual funds managed by Fidelity Management Trust Company ("Fidelity"). Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Merck & Co., Inc. also is a party-in-interest to the Plan under the definition provided in Section 3(14) of ERISA. Therefore, Merck Common Stock Fund transactions qualify as party-in-interest transactions. All party-in-interest transactions are set forth on the attached schedule. F. PLAN TERMINATION: Although they have not expressed any intent to do so, the Companies have the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. G. TAX STATUS: The Plan obtained a tax determination letter from the Puerto Rico Department of Treasury dated February 18, 1998 indicating that it had been designed in accordance with applicable sections of the Puerto 6 8 MERCK PUERTO RICO EMPLOYEE SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) Rico Internal Revenue Code of 1994 ("PRIRC"). The Plan sponsor and legal counsel believe that the Plan is designed and operated in compliance with the PRIRC. The Plan sponsor also believes that the Plan is designed and currently operated as a qualified plan under the United States Internal Revenue Code. The Plan has not been amended since its inception on July 1, 1997. A favorable determination letter was received from the Internal Revenue Service in November, 1998. Therefore, no provision for income taxes has been made. Prior to December 31, 2001, the Plan sponsor intends to amend the Plan to meet certain requirements of recent tax code revisions. H. PROHIBITED TRANSACTIONS: There were no prohibited transactions during 2000. I. OTHER MATTERS: Net reallocations in 2000 of ($81,847) consist of miscellaneous adjustments made during the year. 7 9 SCHEDULE H EIN: 66-0288298 PLAN NO.: 061 MERCK PUERTO RICO EMPLOYEE SAVINGS AND SECURITY PLAN LINE 4i -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
(C) DESCRIPTION OF INVESTMENT INCLUDING (B) IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, COLLATERAL, (E) CURRENT (A) LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE (D) COST VALUE - ------- -------------------------------- --------------------------------------------- ----------- ----------------- * Merck & Co., Inc. Merck Common Stock Fund 409,274 units $16,940,288 $38,318,297 * Fidelity Investments Fidelity Equity-Income Fund 1,518 units 80,786 81,121 Fidelity Growth & Income Portfolio 10,551 units 437,422 444,195 Fidelity Retirement Money Market Fund 478,911 units 478,911 478,911 Spartan U.S. Equity Index Fund 2,670 units 110,546 124,984 Fidelity Low-Priced Stock Fund 1,490 units 34,626 34,443 Putnam Investments The George Putnam Fund of Boston A 10,635 units 187,908 182,601 Putnam Voyager Fund A 4,751 units 133,750 110,695 T. Rowe Price T. Rowe Price Blue Chip Growth Fund 27,325 units 747,246 924,955 T. Rowe Price New Income Fund 3,177 units 27,458 27,009 T. Rowe Price Mid-Cap Growth Fund 7,813 units 270,998 310,878 T. Rowe Price Dividend Growth Fund 684 units 14,302 14,962 Franklin Templeton Franklin Small Cap Growth Fund A 3,648 units 153,553 143,480 Templeton Developing Markets Trust A 2,072 units 26,368 21,943 The Vanguard Group Vanguard U.S. Growth Portfolio 10,931 units 383,237 302,244 The American Funds Group EuroPacific Growth Fund 6,792 units 220,418 212,944 *Participants' Loan Account (with interest rates ranging from 7.0% to 10.5% and with maturities through 2012) 2,055,578 2,055,578 ----------- ----------- Total $22,303,395 $43,789,240 =========== ===========
- --------------- * Denotes a party-in-interest to the Plan. The accompanying notes to financial statements are an integral part of this schedule. 8 10 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated May 4, 2001 included in the financial statements and exhibits required by Form 11-K Annual Report for the Merck Puerto Rico Employee Savings and Security Plan into the previously filed Registration Statements of Merck & Co., Inc. on Form S-8 (Nos. 33-21087, 33-21088, 33-36101, 33-40177, 33-51235, 33-53463, 33-64273, 33-64665, 333-23293, 333-23295, 333-91769, 333-30526, 333-31762, 333-40282, 333-52264, 333-53246 and 333-56696), on Form S-4 (No. 33-50667 and 333-61982) and on Form S-3 (Nos. 33-60322, 33-39349, 33-51785, 33-57421, 333-17045, 333-36383 and 333-77569). It should be noted that we have not audited any financial statements of the Plan subsequent to December 31, 2000 or performed any audit procedures subsequent to the date of our report. ARTHUR ANDERSEN LLP San Juan, Puerto Rico June 20, 2001 -----END PRIVACY-ENHANCED MESSAGE-----