-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Usd+UbIATU5lQidL+zqWwbYQfNnzyLFqZBYjPZxvfF1Pp/w1zk5/It3GInnI4ait 5PvD45uAvLW3lOyCbM515w== 0000950123-94-001055.txt : 19940701 0000950123-94-001055.hdr.sgml : 19940701 ACCESSION NUMBER: 0000950123-94-001055 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940614 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03305 FILM NUMBER: 94534145 BUSINESS ADDRESS: STREET 1: ONE MERCK DR STREET 2: P O BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 BUSINESS PHONE: 9084231000 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 AMENDMENT NO.1 TO MERCK & CO. INC. FORM 10-K 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1994 - - - - -------------------------------------------------------------------------------- - - - - -------------------------------------------------------------------------------- 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, 1993 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 P -- financial required by Form 11-K Annual Report statements/schedules prepared in pursuant to Section 15(d) of the accordance with the financial Securities Exchange Act of 1934 for reporting requirements of ERISA. the Merck & Co., Inc. Employee Remainder of exhibit filed with Savings and Security Plan for the this Form 10-K/A Amendment fiscal year ended December 31, 1993 99(b) -- Financial statements and exhibits P -- financial required by Form 11-K Annual Report statements/schedules prepared in pursuant to Section 15(d) of the accordance with the financial Securities Exchange Act of 1934 for reporting requirements of ERISA. the Merck & Co., Inc. Employee Stock Remainder of exhibit filed with Purchase and Savings Plan for the this Form 10-K/A Amendment fiscal year ended December 31, 1993 99(c) -- Financial statements and exhibits P -- financial required by Form 11-K Annual Report statements/schedules prepared in pursuant to Section 15(d) of the accordance with the financial Securities Exchange Act of 1934 for reporting requirements of ERISA. the Hubbard Farms, Inc. Employee Remainder of exhibit filed with Savings Plan for the fiscal year this Form 10-K/A Amendment ended December 31, 1993
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. MERCK & CO., INC. Dated: June 10, 1994 By P. ROY VAGELOS (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 - - - - ------------------------------------------ ---------------------------------- --------------- P. ROY VAGELOS Chairman of the Board, President and Chief Executive Officer; Principal Executive Officer; Director JUDY C. LEWENT Senior Vice President and Chief Financial Officer; Principal Financial Officer PETER E. NUGENT Vice President, Controller; Principal Accounting Officer June 10, 1994 H. BREWSTER ATWATER, JR. DEREK BIRKIN LAWRENCE A. BOSSIDY WILLIAM G. BOWEN CAROLYNE K. DAVIS Directors LLOYD C. ELAM CHARLES E. EXLEY, JR. WILLIAM N. KELLEY 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 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION METHOD OF FILING 99(a) -- Financial statements and exhibits required by P -- financial Form 11-K Annual Report pursuant to Section statements/schedules prepared in 15(d) of the Securities Exchange Act of 1934 accordance with the financial for the Merck & Co., Inc. Employee Savings and reporting requirements of ERISA. Security Plan for the fiscal year ended Remainder of exhibit filed with December 31, 1993 this Form 10-K/A Amendment 99(b) -- Financial statements and exhibits required by P -- financial Form 11-K Annual Report pursuant to Section statements/schedules prepared in 15(d) of the Securities Exchange Act of 1934 accordance with the financial for the Merck & Co., Inc. Employee Stock reporting requirements of ERISA. Purchase and Savings Plan for the fiscal year Remainder of exhibit filed with ended December 31, 1993 this Form 10-K/A Amendment 99(c) -- Financial statements and exhibits required by P -- financial Form 11-K Annual Report pursuant to Section statements/schedules prepared in 15(d) of the Securities Exchange Act of 1934 accordance with the financial for the Hubbard Farms, Inc. Employee Savings reporting requirements of ERISA. Plan for the fiscal year ended December 31, Remainder of exhibit filed with 1993 this Form 10-K/A Amendment
EX-99.A 2 11-K DOCUMENTS - MERCK EMPLOYEE SAV. & SEC. PLAN 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 statements of net assets available for benefits of the Merck & Co., Inc. Employee Savings and Security Plan as of December 31, 1993 and 1992, and the related statement of changes in net assets available for benefits for the year ended December 31, 1993. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our 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 available for benefits of the Plan as of December 31, 1993 and 1992, and the changes in its net assets available for benefits for the year ended December 31, 1993, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN & CO. New York, New York May 12, 1994 1 3 The financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA and belonging to this Exhibit 99(a) are being filed in paper under cover of Form SE pursuant to Regulation S-T, Item 311. 4 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated May 12, 1994 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 and 33-53463), on Form S-4 (No. 33-50667) and on Form S-3 (Nos. 33-60322, 33-39349 and 33-51785). ARTHUR ANDERSEN & CO. New York, New York June 10, 1994 EX-99.B 3 11-K DOCUMENTS - MERCK EMPL. STOCK PUR. & SAV. PL. 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 statements of net assets available for benefits of the Merck & Co., Inc. Employee Stock Purchase and Savings Plan as of December 31, 1993 and 1992, and the related statement of changes in net assets available for benefits for the year ended December 31, 1993. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our 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 available for benefits of the Plan as of December 31, 1993 and 1992, and the changes in its net assets available for benefits for the year ended December 31, 1993, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN & CO. New York, New York May 12, 1994 1 3 The financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA and belonging to this Exhibit 99(b) are being filed in paper under cover of Form SE pursuant to Regulation S-T, Item 311. 4 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated May 12, 1994 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 and 33-53463), on Form S-4 (No. 33-50667) and on Form S-3 (Nos. 33-60322, 33-39349 and 33-51785). ARTHUR ANDERSEN & CO. New York, New York June 10, 1994 EX-99.C 4 11-K DOCS. - HUBBARD FARMS EMPLOYEE SAVINGS PLAN 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 --------------------- HUBBARD FARMS, INC. EMPLOYEE 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 statements of net assets available for benefits of the Hubbard Farms, Inc. Employee Savings Plan as of December 31, 1993 and 1992, and the related statement of changes in net assets available for benefits for the year ended December 31, 1993. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our 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 available for benefits of the Plan as of December 31, 1993 and 1992, and the changes in its net assets available for benefits for the year ended December 31, 1993, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN & CO. New York, New York May 12, 1994 1 3 The financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA and belonging to this Exhibit 99(c) are being filed in paper under cover of Form SE pursuant to Regulation S-T, Item 311. 4 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated May 12, 1994 included in the financial statements and exhibits required by Form 11-K Annual Report for the Hubbard Farms, Inc. Employee Savings Plan into Merck & Co., Inc.'s previously filed Registration Statements on Form S-8 (Nos. 33-21087, 33-21088, 33-36101, 33-40177, 33-51235 and 33-53463), on Form S-4 (No. 33-50667) and on Form S-3 (Nos. 33-60322, 33-39349 and 33-51785). ARTHUR ANDERSEN & CO. New York, New York June 10, 1994 -----END PRIVACY-ENHANCED MESSAGE-----