-----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, KOPrZYNuDvbz4sr4z+tnXdbOYhhTY+JVdNNb28L7sv+ADuB5f6YvYm89MdLVBsj7 uqN08LbB63+2bZYzg8BOGA== 0001036050-97-000377.txt : 19970620 0001036050-97-000377.hdr.sgml : 19970620 ACCESSION NUMBER: 0001036050-97-000377 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970619 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTOCOR INC CENTRAL INDEX KEY: 0000708823 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 232117202 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11103 FILM NUMBER: 97626343 BUSINESS ADDRESS: STREET 1: 200 GREAT VALLEY PKWY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106516000 MAIL ADDRESS: STREET 1: 200 GREAT VALLEY PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 11-K 1 FORM 11-K FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (MARK ONE:) [X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1996 ----------------- Or [_] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from _________ to __________ Commission file number 0-11103 ------- CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN (Full title of the Plan) Centocor, Inc. 200 Great Valley Parkway Malvern, PA 19355 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) Centocor Qualified Savings and Retirement Plan - ---------------------------------------------- Index to Financial Statements and Schedules - ------------------------------------------- Page 3 Independent Auditors' Report Page 4 Statements of Net Assets Available for Plan Benefits as of December 31, 1996 and 1995 Page 5 Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 1996, 1995 and 1994 Pages 6-17 Notes to Financial Statements Page 18 Item 27a - Schedule of Assets Held For Investment Purposes Page 19 Item 27d - Schedule of Reportable Transactions 2 Independent Auditors' Report ---------------------------- To the Participants of the Centocor Qualified Savings and Retirement Plan and the 401(k) Administrative Committee of Centocor, Inc.: We have audited the accompanying statements of net assets available for plan benefits of the Centocor Qualified Savings and Retirement Plan as of December 31, 1996 and 1995, and the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1996. 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 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 plan benefits of the Centocor Qualified Savings and Retirement Plan at December 31, 1996 and 1995 and the changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1996, 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 schedule of assets held for investment purposes and schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplemental 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 audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG Peat Marwick LLP Philadelphia, PA June 4, 1997 3 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, -------------------------------------- 1996 1995 ---- ---- Assets: Corestates Money Market Funds and Cash $19,084 $66,553 Investments (Notes 3 and 9): Centocor, Inc. Common Stock 4,385,274 4,684,664 CoreFund Treasury Reserve Series A 958,949 974,245 CoreFund Intermediate Bond Fund Series A 1,146,541 1,126,224 CoreFund Equity Index Fund Series A 6,815,384 4,975,540 CoreFund International Growth Fund Series A 650,973 381,655 CoreFund Growth Equity Fund Series A 2,395,407 1,285,902 Twentieth Century Vista Fund 486,977 - --------------- -------------- 16,839,505 13,428,230 Interest and dividends receivable 54,795 45,609 Other assets: Employer's contribution receivable (Note 2) 319,818 511,273 Loans receivable from participants 173,307 119,756 --------------- -------------- 493,125 631,029 --------------- -------------- Total assets $17,406,509 $14,171,421 =============== ============== Net assets available for Plan Benefits (Notes 2 and 9) $17,406,509 $14,171,421 =============== ==============
See accompanying Notes to Financial Statements. 4 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years ended December 31, --------------------------------------------- 1996 1995 1994 ---- ---- ---- Additions: Interest and other income $634,607 $424,163 $196,962 Net realized gains on sale of investments (Note 3) 1,182,855 57,260 173,613 Net unrealized appreciation of investments (Notes 3 and 9) 922,405 3,485,055 326,454 Contributions (Note 2): Employee 1,560,255 1,465,024 1,340,188 Employer 523,631 511,274 549,798 Other income (expense) 36,646 (22,338) (40,746) ------------- ------------- ------------ Total additions 4,860,399 5,920,438 2,546,269 Deductions (Note 2): Benefits paid (1,554,006) (637,320) (1,325,833) Loan repayments (advances) (70,012) 43,352 (80,319) Administrative expenses (1,293) (1,305) (1,963) ------------- ------------- ------------ (1,625,311) (595,273) (1,408,115) Net increase 3,235,088 5,325,165 1,138,154 Net assets available for Plan Benefits: Beginning of year 14,171,421 8,846,256 7,708,102 ------------- ------------- ------------ End of year $17,406,509 $14,171,421 $8,846,256 ============= ============= ============
See accompanying Notes to Financial Statements. 5 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS Note 1 Summary of Significant Accounting Policies Basis of Accounting ------------------- The accompanying financial statements have been prepared on the accrual basis of accounting. Investments ----------- Shares of common trust funds administered by CoreStates Bank, N.A. (the "Trustee") are stated at fair value based on the market value of the underlying securities. Centocor, Inc. (the "Company") common shares are carried at market value which is determined by quoted market prices. Accounting Estimates -------------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from estimates recorded. Basis of Security Transactions ------------------------------ Security transactions are accounted for on the trade date. Note 2 Description of Plan The following description of the Centocor Qualified Savings and Retirement Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General ------- Effective January 1, 1985, the Company established the Plan, a defined contribution savings plan subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Substantially all U.S. employees of the Company, or any of its 6 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS subsidiaries or affiliates, are eligible to participate in the Plan. Employees may participate as of the first entry date following the date of his/her employment. The entry dates are January 1, April 1, July 1 and October 1 ("Entry Date") of each calendar year. Substantially all of the legal, accounting and administrative expenses associated with Plan operations are currently paid by the Company. Contributions ------------- Eligible employees may make voluntary tax-deferred contributions of 1 to 15 percent of their eligible cash compensation up to certain annual limits as prescribed by the U.S. Internal Revenue Code. Maximum annual contributions may be limited at the discretion of the Company. Employee contributions are invested as directed by the employee in any of the seven investment programs available under an investment contract with the Trustee (see Note 3). Company contributions are made principally in the Company's Common Stock. The Company may elect, but is not required, to make contributions to the Plan for the benefit of the participating employees. To date, contributions have been made as a percentage of the participants' contributions for the year, as determined by the Company's Board of Directors. In 1996, 1995 and 1994, the Company elected to contribute an amount equal to 40 percent of the contributions of each employee earning less than $70,000 per year and 30 percent of the contributions of each employee earning $70,000 or more per year. The Company's contribution is based upon annual employee contributions up to a level of 6 percent of their cash compensation. Additionally, in 1996, 1995 and 1994, the Company committed to make a contribution equal to 1% of each employee's compensation. At December 31, 1996, 9,415 shares of the Company's Common Stock with a fair value of $33.9688 per share determined by the average trade price for the last twenty days in December and $2.42 in cash was due to the Plan from the Company for its 1996 contribution. Participants' Accounts ---------------------- Separate accounts are maintained by the Trustee for each participant. Each participant's account reflects the participant's contribution, the Company's contribution, interest, dividends, other income, and gains or losses earned by each of the investment programs. Investment income is reinvested in the same programs. 7 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS Participants may transfer all or a portion of their accounts among the seven investment programs available under the Plan. The transfer would take effect on the Entry Date following the participant's written notice of the change. Vesting ------- Employee contributions are fully (100 percent) vested and non- forfeitable. Employer contributions are fully vested upon death, total and permanent disability, or attainment of age 65; otherwise, employer contributions are subject to vesting percentages based on years of service, as defined by the Plan documents. Employee non-vested forfeitures are used by the Company to offset employer contributions. The employer contributions vesting percentages are as follows: Less than one year of service 0% One year of service 20% Two years of service 40% Three years of service 60% Four years of service 80% Five or more years of service 100% Payment of Benefits ------------------- Benefits from the participants' vested accounts are normally payable to Plan participants upon retirement, death, termination of Company employment or total and permanent disability. Included in plan equity are benefits payable at December 31, 1996 and 1995 of $150,240 and $354,293, respectively, representing amounts due to former employees. A participant, while still an employee, may generally withdraw all or a portion of his vested, non-forfeitable tax-deferred contribution account if such amount is needed to defray the cost of a medical emergency, enable the participant to acquire or improve his principal residence, or assist the participant in preventing eviction or foreclosure proceedings. Such a withdrawal must first be taken as a loan as noted below. Any additional funds required will be distributed as a hardship withdrawal subject to income tax and penalties. Such loan and withdrawal shall not exceed the amount required to meet the immediate financial need created by the hardship and shall not be reasonably available from other sources of the participant. 8 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS Loan Provisions --------------- Participants may borrow up to 50 percent of their vested account balance not to exceed $50,000 and may take only one loan per year. All such loans bear interest at prevailing market rates. Note 3 Investments ----------- The number of employees participating in the investment programs at December 31, 1996 was as follows: Centocor, Inc. Common Stock 409 CoreFund Treasury Reserve Series A 152 CoreFund Intermediate Bond Fund Series A 172 CoreFund Equity Index Fund Series A 369 CoreFund International Growth Fund Series A 148 CoreFund Growth Equity Fund Series A 289 Twentieth Century Vista Fund 131
The Centocor Common Stock program consists primarily of shares of Centocor, Inc. Common Stock, with a portion of funds invested in a government money market fund pending purchase of the Company's Common Stock to provide liquidity. The CoreFund Treasury Reserve Series A invests in U.S. Treasury Bills with maturities of one-year or less, with a portion invested in the money market fund noted above. The CoreFund Intermediate Bond Fund Series A invests in U.S. government and government agencies securities and securities guaranteed by the U.S. government as well as unsecured debt instruments of corporations, all with various maturities up to ten years. Part of this fund may also be invested in the money market fund noted above. The CoreFund Equity Index Fund Series A invests in equity securities of corporations, with a portion in the money market fund noted above. The CoreFund International Growth Fund Series A invests in equity securities of corporations outside the United States. The CoreFund Growth Equity Fund Series A invests in equity securities of corporations, with a portion in the money market fund noted above. The Twentieth Century Vista Fund invests primarily in equities of smaller companies. Custody of the Plan's investments is maintained by the Trustee. Plan investments at December 31, 1996 and 1995 were as follows (see also Note 9): 9 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS
Name of Issuer and Title of Issue Number of Shares Cost Fair Value ------------------ ---------------- ---------- ----------- At December 31, 1996 -------------------- Centocor, Inc. Common Stock 122,665 $2,014,233 $ 4,385,274 CoreFund Treasury Reserve Series A 958,949 958,949 958,949 CoreFund Intermediate Bond Fund Series A 116,282 1,153,285 1,146,541 CoreFund Equity Index Fund Series A 217,813 4,972,137 6,815,384 CoreFund International Growth Fund Series A 49,731 646,438 650,973 CoreFund Growth Equity Fund Series A 178,230 2,106,668 2,395,407 Twentieth Century Vista Fund 33,561 520,755 486,977 ----------- $16,839,505 =========== Name of Issuer and Title of Issue Number of Shares Cost Fair Value ------------------ ---------------- ---------- ----------- At December 31, 1995 -------------------- Centocor, Inc. Common Stock 151,730 $2,282,264 $ 4,684,664 CoreFund Treasury Reserve Series A 974,245 974,245 974,245 CoreFund Intermediate Bond Fund Series A 112,961 1,122,518 1,126,224 CoreFund Equity Index Fund Series A 190,488 4,065,866 4,975,540 CoreFund International Growth Fund Series A 29,335 352,085 381,655 CoreFund Growth Equity Fund Series A 103,953 1,086,619 1,285,902 ----------- $13,428,230 ===========
Net realized gains of $1,182,855 in 1996 resulted principally from sales in the CoreFund Equity Index Fund, the CoreFund Growth Equity Fund and shares of the Company's Common Stock. Net realized gains of $57,260 in 1995 resulted principally from sales in the CoreFund Equity Index Fund and shares of the Company's Common Stock. Net realized gains of $173,613 in 1994 resulted principally from sales in the CoreFund Equity Index Fund offset by realized losses from sales in the CoreFund Intermediate Bond Fund. 10 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS The net unrealized appreciation (depreciation) on investments as of and for the years ended December 31, 1996, 1995 and 1994 was as follows (see Note 9):
CoreFund CoreFund CoreFund CoreFund Twentieth Intermediate Equity International Growth Equity Century Centocor, Inc. Bond Fund Index Fund Fund Fund Vista Common Stock Series A Series A Series A Series A Fund Total --------------- ---------- -------------- -------------- ---------- ---------- ------------- Balance at December 31, 1993 $ (435,372) $ 3,655 $ 164,843 $ - $ - $ - $ (266,874) Appreciation (depreciation) 666,999 (59,799) (266,069) (1,547) (13,130) - 326,454 ---------- -------- ---------- -------- -------- --------- ---------- Balance at December 31, 1994 231,627 (56,144) (101,226) (1,547) (13,130) - 59,580 Appreciation 2,170,773 59,851 1,010,900 31,117 212,414 - 3,485,055 ---------- -------- ---------- -------- -------- --------- ---------- Balance at December 31, 1995 $2,402,400 $ 3,707 $ 909,674 $ 29,570 $199,284 $ - 3,544,635 Appreciation (depreciation) (31,359) (10,451) 933,573 (25,035) 89,455 (33,778) 922,405 ---------- -------- ---------- -------- -------- --------- ---------- Balance at December 31, 1996 $2,371,041 $ (6,744) $1,843,247 $ 4,535 $288,739 $(33,778) $4,467,040 ========== ======== ========== ======== ======== ========= ==========
Note 4 Federal Income Taxes The Internal Revenue Service has made a determination that the Plan has complied with the requirements of ERISA and therefore is qualified under the provisions of Section 401(a) of the Internal Revenue Code and is exempt from Federal income tax. A participant must pay Federal regular income tax plus a 10 percent Federal excise tax for withdrawal of any portion of his accumulated pre-tax account balance, including the vested portion of the Company's contributions or earnings prior to retirement, disability, or attaining age 59-1/2 and not meeting the requirements of a loan. Note 5 Plan Termination Although it has not expressed an 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. Note 6 Form 5500 The Plan had not yet prepared its Form 5500 for the year ended 1996 as of the date of the audit report. The Plan has filed an extension until September 15, 1997 to file its 1996 Form 5500. 11 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS Note 7 Plan Amendments/Changes During 1996, the plan added one new investment option. This investment option is known as the Twentieth Century Vista Fund. The object of the Twentieth Century Vista Fund is to seek capital growth over time by investing in common stocks considered to have better- than-average prospects for appreciation. This fund was added to further diversify the investment vehicles offered by the Plan. During 1994, the plan added two new investment options. These investments are known as the CoreFund Growth Equity Fund Series A and the CoreFund International Growth Fund Series A. The objective of the CoreFund Growth Equity Fund Series A is to seek capital growth by investing primarily in equity securities with potential for growth of earnings over time while the CoreFund International Growth Fund Series A seeks long-term capital appreciation by investing primarily in equity securities of companies located outside the United States. These two funds were added to further diversity the investment vehicles offered by the Plan. Note 8 Subsequent Events Market Value of Investments --------------------------- The market value per share of the Company's Common Stock at June 4, 1997 was $34.50 as compared to $35.75 at December 31, 1996. Plan Amendments/Changes ----------------------- Effective July 1, 1997, the Company will change its investment administrator and trustee from Corestates, Bank, N.A. to The Vanguard Group. As a result, new investments will be offered effective July 1, 1997 and the record keeping for the plan will be performed by The Vanguard Group. Contributions and vesting schedules will remain the same, however, the plan will change from quarterly valuation to daily valuation. These changes will provide additional services and flexibility to the participants of the Plan. 12 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS Note 9 Allocation of Plan Assets to Investment Programs - -------------------------------------------------------
December 31, 1996 --------------------------------------------------------------------------------- COREFUND COREFUND COREFUND INTERMEDIATE EQUITY INTER- TREASURY CENTOCOR BOND INDEX NATIONAL RESERVE COMMON LOAN FUND FUND GROWTH ASSETS SERIES A STOCK FUND SERIES A SERIES A SERIES A ------ --------------------------------------------------------------------------------- CORESTATES MONEY MARKET FUNDS AND CASH $3,933 $6,827 $5,127 - $3 - CENTOCOR INC. COMMON STOCK - 4,367,399 - - - - COREFUND TREASURY RESERVE SERIES A 948,979 9,970 - - - - COREFUND INTERMEDIATE BOND FUND SERIES A - - - 1,146,541 - - COREFUND EQUITY INDEX FUND SERIES A - - - - 6,815,384 - COREFUND INTERNATIONAL GROWTH FUND SERIES A - - - - - 650,973 COREFUND GROWTH EQUITY FUND SERIES A - - - - - - TWENTIETH CENTURY VISTA FUND - - - - - - INTEREST AND DIVIDENDS RECEIVABLE - - - 5,742 28,490 18,389 EMPLOYER'S CONTRIBUTION RECEIVABLE - 319,818 - - - - LOANS RECEIVABLE FROM PARTICIPANTS - - 173,307 - - - --------------------------------------------------------------------------------- TOTAL ASSETS 952,912 $4,704,014 $178,434 $1,152,283 $6,843,877 $669,362 ================================================================================= ----------------------------------------------------------------- COREFUND COREFUND TWENTIETH GROWTH CONTRIBUTION CENTURY EQUITY /DISTRIBUTION VISTA SERIES A ACCOUNT FUND TOTAL ------------------------------------------------------------------ CORESTATES MONEY MARKET FUNDS AND CASH $12 $3,181 $1 $19,084 CENTOCOR INC. COMMON STOCK - 17,875 - 4,385,274 COREFUND TREASURY RESERVE SERIES A - - - 958,949 COREFUND INTERMEDIATE BOND FUND SERIES A - - - 1,146,541 COREFUND EQUITY INDEX FUND SERIES A - - - 6,815,384 COREFUND INTERNATIONAL GROWTH FUND SERIES A - - - 650,973 COREFUND GROWTH EQUITY FUND SERIES A 2,395,407 - - 2,395,407 TWENTIETH CENTURY VISTA FUND - - 486,977 486,977 INTEREST AND DIVIDENDS RECEIVABLE 2,174 - - 54,795 EMPLOYER'S CONTRIBUTION RECEIVABLE - - - 319,818 LOANS RECEIVABLE FROM PARTICIPANTS - - - 173,307 ------------------------------------------------------------------ TOTAL ASSETS $2,397,593 $21,056 $486,978 $17,406,509 ==================================================================
13 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS Note 9 Allocation of Plan Assets and Liabilities to Investment Programs ----------------------------------------------------------------
December 31, 1995 -------------------------------------------------------------------------------- COREFUND COREFUND COREFUND INTERMEDIATE EQUITY INTER- TREASURY CENTOCOR BOND INDEX NATIONAL RESERVE COMMON LOAN FUND FUND GROWTH ASSETS SERIES A STOCK FUND SERIES A SERIES A SERIES A ------ -------------------------------------------------------------------------------- CORESTATES MONEY MARKET FUNDS AND CASH $7,455 $11,187 $11,712 $3,839 $16,093 $2,792 CENTOCOR INC. COMMON STOCK - 4,669,226 - - - - COREFUND TREASURY RESERVE SERIES A 974,245 - - - - COREFUND INTERMEDIATE BOND FUND SERIES A - - - 1,126,224 - - COREFUND EQUITY INDEX FUND SERIES A - - - - 4,975,540 - COREFUND INTERNATIONAL GROWTH FUND SERIES A - - - - - 381,655 COREFUND GROWTH EQUITY FUND SERIES A - - - - - INTEREST AND DIVIDENDS RECEIVABLE - - - 10,759 24,839 8,337 EMPLOYER'S CONTRIBUTION RECEIVABLE 1,484 469,797 - 5,383 13,140 4,173 LOANS RECEIVABLE FROM PARTICIPANTS - - 119,756 - - - -------------------------------------------------------------------------------- TOTAL ASSETS $983,184 $5,150,210 $131,468 $1,146,205 $5,029,612 $396,957 ================================================================================ LIABILITIES AND PLAN EQUITY --------------------------- NET INTERFUND INVESTMENT REDIRECTION $9,273 ($514,238) - ($111,030) $93,967 $83,281 -------------------------------------------------------------------------------- PLAN EQUITY 973,911 5,664,448 131,468 1,257,235 4,935,645 313,676 -------------------------------------------------------------------------------- TOTAL LIABILITIES AND PLAN EQUITY $983,184 $5,150,210 $131,468 $1,146,205 $5,029,612 $396,957 ================================================================================ December 31, 1995 ----------------------------------------------------- COREFUND COREFUND GROWTH CONTRIBUTION EQUITY /DISTRIBUTION SERIES A ACCOUNT TOTAL ----------------------------------------------------- CORESTATES MONEY MARKET FUNDS AND CASH $10,577 $2,898 $66,553 CENTOCOR INC. COMMON STOCK - 15,438 4,684,664 COREFUND TREASURY RESERVE SERIES A 974,245 COREFUND INTERMEDIATE BOND FUND SERIES A - - 1,126,224 COREFUND EQUITY INDEX FUND SERIES A - - 4,975,540 COREFUND INTERNATIONAL GROWTH FUND SERIES A - - 381,655 COREFUND GROWTH EQUITY FUND SERIES A 1,285,902 - 1,285,902 INTEREST AND DIVIDENDS RECEIVABLE 1,674 - 45,609 EMPLOYER'S CONTRIBUTION RECEIVABLE 17,296 - 511,273 LOANS RECEIVABLE FROM PARTICIPANTS - - 119,756 ----------------------------------------------------- TOTAL ASSETS $1,315,449 $18,336 $14,171,421 =================================================== LIABILITIES AND PLAN EQUITY --------------------------- NET INTERFUND INVESTMENT REDIRECTION $438,747 - - --------------------------------------------------- PLAN EQUITY 876,702 18,336 14,171,421 --------------------------------------------------- TOTAL LIABILITIES AND PLAN EQUITY $1,315,449 $18,336 $14,171,421 ===================================================
14 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS
Note 10 Allocation of Plan Income and Changes in Plan Equity to Investment Programs --------------------------------------------------------------------------- Year ended December 31, 1996 -------------------------------------------------------------------------------------- COREFUND COREFUND COREFUND INTERMEDIATE EQUITY INTER- TREASURY CENTOCOR BOND INDEX NATIONAL RESERVE COMMON LOAN FUND FUND GROWTH SERIES A STOCK FUND SERIES A SERIES A SERIES A -------------------------------------------------------------------------------------- INTEREST & OTHER INCOME $46,540 $2,534 $8,135 $60,408 $159,992 $58,615 REALIZED GAINS (LOSSES) ON SALE OF INVESTMENTS - 960,822 - (1,155) 157,366 18,727 UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS - (31,359) - (10,451) 933,573 (25,035) CONTRIBUTIONS: EMPLOYEE 85,287 247,196 - 92,157 533,457 112,261 EMPLOYER - 523,631 - - - - OTHER INCOME (EXPENSE) - (32,487) - - - - DEDUCTIONS: BENEFITS PAID (99,571) (358,319) - (110,901) (646,210) (115,260) LOAN REPAYMENTS/(ADVANCES) - - (70,012) - - - ADMINISTRATIVE EXPENSES - - (1,293) - - - NET INTERFUND INVESTMENT REDIRECTION (53,255) (2,272,452) 110,136 (135,010) 770,054 306,378 -------------------------------------------------------------------------------------- NET INCREASE (DECREASE) (20,999) (960,434) 46,966 (104,952) 1,908,232 355,686 PLAN EQUITY AT BEGINNING OF PERIOD 973,911 5,664,448 131,468 1,257,235 4,935,645 313,676 -------------------------------------------------------------------------------------- PLAN EQUITY AT END OF PERIOD $952,912 $4,704,014 $178,434 $1,152,283 $6,843,877 $669,362 ====================================================================================== Year ended December 31, 1996 ------------------------------------------------------------------ COREFUND TWENTIETH GROWTH COREFUND CENTURY EQUITY CONTRIBUTION VISTA SERIES A /DISTRIBUTION FUND TOTAL ------------------------------------------------------------------ INTEREST & OTHER INCOME $261,348 $641 $36,394 $634,607 REALIZED GAINS (LOSSES) ON SALE OF INVESTMENTS 47,157 - (62) 1,182,855 UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS 89,455 - (33,778) 922,405 CONTRIBUTIONS: EMPLOYEE 346,090 - 143,807 1,560,255 EMPLOYER - - - 523,631 OTHER INCOME (EXPENSE) - 69,133 - 36,646 DEDUCTIONS: BENEFITS PAID (212,073) - (11,672) (1,554,006) LOAN REPAYMENTS/(ADVANCES) - - - (70,012) ADMINISTRATIVE EXPENSES - - - (1,293) NET INTERFUND INVESTMENT REDIRECTION 988,914 (67,054) 352,289 - ----------------------------------------------------------------- NET INCREASE (DECREASE) 1,520,891 2,720 486,978 3,235,088 PLAN EQUITY AT BEGINNING OF PERIOD 876,702 18,336 - 14,171,421 ----------------------------------------------------------------- PLAN EQUITY AT END OF PERIOD $2,397,593 $21,056 $486,978 $17,406,509 =================================================================
15 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS Note 10 Allocation of Plan Income and Changes in Plan Equity to Investment ------------------------------------------------------------------ Programs ---------
Year ended December 31, 1995 ----------------------------------------------------------------------------- COREFUND COREFUND COREFUND INTERMEDIATE EQUITY INTER- TREASURY CENTOCOR BOND INDEX NATIONAL RESERVE COMMON LOAN FUND FUND GROWTH SERIES A STOCK FUND SERIES A SERIES A SERIES A ----------------------------------------------------------------------------- INTEREST & OTHER INCOME $49,704 $450 $14,275 $70,944 $236,371 $10,192 REALIZED GAINS (LOSSES) ON SALE OF INVESTMENTS - 17,292 - (6,292) 37,093 423 UNREALIZED APPRECIATION OF INVESTMENTS - 2,170,773 - 59,851 1,010,900 31,117 CONTRIBUTIONS: EMPLOYEE 127,589 200,024 - 138,142 510,484 118,835 EMPLOYER 1,485 469,797 - 5,383 13,140 4,173 OTHER INCOME (EXPENSE) - 12,941 - - - - DEDUCTIONS: BENEFITS PAID (38,599) (169,136) 9,660 (65,418) (295,346) (3,044) LOAN REPAYMENTS/(ADVANCES) - - 43,352 - - - ADMINISTRATIVE EXPENSES - - (1,305) - - - NET INTERFUND INVESTMENT REDIRECTION (26,846) 401,742 (46,120) 19,689 5,932 (59,783) --------------------------------------------------------------------------- NET INCREASE (DECREASE) 113,333 3,103,883 19,862 222,299 1,518,574 101,913 PLAN EQUITY AT BEGINNING OF PERIOD 860,578 2,560,565 111,606 1,034,936 3,417,071 211,763 --------------------------------------------------------------------------- PLAN EQUITY AT END OF PERIOD $973,911 $5,664,448 $131,468 $1,257,235 $4,935,645 $313,676 =========================================================================== ----------------------------------------------- COREFUND GROWTH COREFUND EQUITY CONTRIBUTION SERIES A /DISTRIBUTION TOTAL ----------------------------------------------- INTEREST & OTHER INCOME $41,541 $686 $424,163 REALIZED GAINS (LOSSES) ON SALE OF INVESTMENTS 8,744 - 57,260 UNREALIZED APPRECIATION OF INVESTMENTS 212,414 - 3,485,055 CONTRIBUTIONS: EMPLOYEE 369,950 - 1,465,024 EMPLOYER 17,296 - 511,274 OTHER INCOME (EXPENSE) - (3,279) (22,338) DEDUCTIONS: BENEFITS PAID (71,211) (4,226) (637,320) LOAN REPAYMENTS/(ADVANCES) - - 43,352 ADMINISTRATIVE EXPENSES - - (1,305) NET INTERFUND INVESTMENT REDIRECTION (300,510) 5,896 - ----------------------------------------------- NET INCREASE (DECREASE) 278,224 (32,923) 5,325,165 PLAN EQUITY AT BEGINNING OF PERIOD 598,478 51,259 8,846,256 ----------------------------------------------- PLAN EQUITY AT END OF PERIOD $876,702 $18,336 $14,171,421 ===============================================
16 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS
Note 10 Allocation of Plan Income and Changes in Plan Equity to Investment Programs --------------------------------------------------------------------------- Year ended December 31, 1994 --------------------------------------------------------------------------------------- COREFUND COREFUND COREFUND INTERMEDIATE EQUITY INTER- TREASURY CENTOCOR BOND INDEX NATIONAL RESERVE COMMON LOAN FUND FUND GROWTH SERIES A STOCK FUND SERIES A SERIES A SERIES A --------------------------------------------------------------------------------------- INTEREST & OTHER INCOME $32,944 $239 $10,209 $57,853 $91,613 $927 REALIZED GAINS (LOSSES) ON SALE OF INVESTMENTS - (2,179) - (10,571) 188,011 (6) UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS - 666,999 - (59,799) (266,069) (1,547) CONTRIBUTIONS: EMPLOYEE 105,291 187,101 - 150,442 436,173 19,772 EMPLOYER 4,503 511,668 - 5,144 7,773 10,032 OTHER INCOME (EXPENSE) - (83,794) - - - - DEDUCTIONS: BENEFITS PAID (219,865) (128,790) (23,213) (250,918) (698,638) - TRANSFERS TO RELATED PARTY - - - - - - LOAN REPAYMENTS/(ADVANCES) - - (80,319) - - - ADMINISTRATIVE EXPENSES - - (1,963) - - - NET INTERFUND INVESTMENT REDIRECTION 32,333 (226,611) 92,165 (183,455) (67,623) 182,585 --------------------------------------------------------------------------------------- NET INCREASE (DECREASE) (44,794) 924,633 (3,121) (291,304) (308,760) 211,763 PLAN EQUITY AT BEGINNING OF PERIOD 905,372 1,635,932 114,727 1,326,240 3,725,831 - --------------------------------------------------------------------------------------- PLAN EQUITY AT END OF PERIOD $860,578 $2,560,565 $111,606 $1,034,936 $3,417,071 $211,763 =======================================================================================
Year ended December 31, 1994 -------------------------------------------------- COREFUND GROWTH COREFUND EQUITY CONTRIBUTION SERIES A /DISTRIBUTION TOTAL -------------------------------------------------- INTEREST & OTHER INCOME $2,227 $950 $196,962 REALIZED GAINS (LOSSES) ON SALE OF INVESTMENTS (1,642) - 173,613 UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS (13,130) - 326,454 CONTRIBUTIONS: EMPLOYEE 441,409 - 1,340,188 EMPLOYER 10,678 - 549,798 OTHER INCOME (EXPENSE) - 43,048 (40,746) DEDUCTIONS: BENEFITS PAID (11,670) 7,261 (1,325,833) TRANSFERS TO RELATED PARTY - - - LOAN REPAYMENTS/(ADVANCES) - - (80,319) ADMINISTRATIVE EXPENSES - - (1,963) NET INTERFUND INVESTMENT REDIRECTION 170,606 - - ------------------------------------------------ NET INCREASE (DECREASE) 598,478 51,259 1,138,154 PLAN EQUITY AT BEGINNING OF PERIOD - - 7,708,102 ------------------------------------------------ PLAN EQUITY AT END OF PERIOD $598,478 $51,259 $8,846,256 ================================================
17 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES YEAR ENDED DECEMBER 31, 1996
Description of Assets: Number of Shares Cost Market - ---------------------- ---------------- ---- ------ Centocor Common Stock 122,665 $2,014,233 $4,385,274 CoreFund Treasury Reserve Series A 958,949 958,949 958,949 CoreFund Intermediate Bond Fund Series A 116,282 1,153,285 1,146,541 CoreFund Equity Index Fund Series A 217,813 4,972,137 6,815,384 CoreFund International Growth Fund Series A 49,731 646,438 650,973 CoreFund Growth Equity Fund Series A 178,230 2,106,668 2,395,407 Twentieth Century Vista Fund 33,561 520,755 486,977 Number of Participants Cost Market ---------------------- ---- ------ Loans from participants 33 $178,434 $178,434
18 CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1996
Purchases Sales --------------------- --------------------------------------------------------- Shares or Shares or Net Description of Assets Par Value Cost Par Value Proceeds Cost Gain / (Loss) - --------------------- --------- ---- --------- -------- ---- ------------- Centocor Common Stock 33,951 $816,458 63,016 $2,045,311 $1,084,489 $960,822 CoreFund Treasury Reserve Series A 266,980 266,980 282,276 282,276 282,276 - CoreFund Intermediate Bond Fund Series A 20,604 203,250 17,283 171,328 172,483 (1,155) CoreFund Equity Index Fund Series A 52,008 1,438,139 24,683 689,234 531,868 157,366 CoreFund International Growth Fund Series A 40,243 548,834 19,847 273,208 254,481 18,727 CoreFund Growth Equity Fund Series A 88,972 1,186,359 14,695 213,467 166,310 47,157 Twentieth Century Vista Fund 35,848 555,163 2,287 34,346 34,408 (62) CoreFund Liquidity Fund 3,316,634 3,316,634 3,314,648 3,314,648 3,314,648 -
19 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Board of Directors has duly caused this Annual Report to be signed by the undersigned thereunto duly authorized. CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN June 4, 1997 By:/s/ David P. Holveck -------------------- David P. Holveck President and Chief Executive Officer EX-23 2 CONSENT OF INDEPENDENT AUDITORS Consent of Independent Auditors The Board of Directors Centocor, Inc.: We consent to incorporation by reference in Registration Statement Nos. 33- 00167 and 33-16285 on Form S-8 of Centocor, Inc. of our report dated June 4, 1997, relating to the statements of net assets available for plan benefits of the Centocor Qualified Savings and Retirement Plan as of December 31, 1996 and 1995, and the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1996, which report appears in the December 31, 1996 annual report on Form 11-K of the Centocor Qualified Savings and Retirement Plan. KPMG Peat Marwick LLP Philadelphia, Pennsylvania June 4, 1997 -----END PRIVACY-ENHANCED MESSAGE-----