-----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, NI17v7KSPJWmjgqxnby1mcDN5cXDAPoNntBwb9B8BZ2zoz6ryqx0lcGHWNVZ6T7H YlCwoTDtjykpRLzlHhgIjg== 0001104659-02-004720.txt : 20020930 0001104659-02-004720.hdr.sgml : 20020930 20020930122612 ACCESSION NUMBER: 0001104659-02-004720 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVENTIS CENTRAL INDEX KEY: 0000807198 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10378 FILM NUMBER: 02775939 BUSINESS ADDRESS: STREET 1: 67917 STRASBOURG STREET 2: CEDEX 9 CITY: STRASBOURG FRANCE STATE: I0 ZIP: 00000 BUSINESS PHONE: 3314768123 MAIL ADDRESS: STREET 1: 67917 STRASBOURG STREET 2: CEDEX 9 CITY: STRASBOURG FRANCE STATE: I0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: RHONE POULENC S A DATE OF NAME CHANGE: 19930512 11-K/A 1 j5079_11ka.htm 11-K/A

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 1 TO

FORM 11- K

 

 

 (Mark One)

 

ý

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended December 31, 2001

 

 

 

or

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

 

 

 

                                    For the transition period from                    to

 

Commission file number 1-18378

 

 

A.         Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

AVENTIS PHARMACEUTICALS SAVINGS PLAN

 

 

400 Somerset Corporate Boulevard

Bridgewater, NJ 08807-0912

 

B.         Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

AVENTIS

 

67917 Strasbourg CEDEX 9

France

 

Exhibit Index is at Page 18

 



 

 

 

 

 

 

 

 

 

 

 

AVENTIS PHARMACEUTICALS SAVINGS PLAN

 

Financial Statements and Supplemental Schedule

 

For the years ended December 31, 2001 and December 31, 2000

 

 

 

 

 

 

 

 

 

 



 

 

AVENTIS PHARMACEUTICALS SAVINGS PLAN

 

 

Table of Contents

 

(a)

Financial Statements:

 

 

 

 

 

 

 

Report of Independent Accountants

 

 

 

 

 

 

 

Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000

 

 

 

 

 

 

 

Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2001 and 2000

 

 

 

 

 

 

 

Notes to Financial Statements

 

 

 

 

 

 

Supplemental Schedule:

 

 

 

 

 

 

Schedule of Assets (Held at End of Year) at December 31, 2001*

 

 

 

 

 

(b)

Exhibits:

 

 

 

 

 

 

(1) Consent of Independent Accountants

 


* Other schedules required by section 2520.103-10 are omitted because they are not required.

 

 

1



 

Report of Independent Accountants

 

 

To the Participants and Administrator of Aventis Pharmaceuticals Savings Plan :

 

In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits, after the revision described in Note 3, present fairly, in all material respects, the net assets available for benefits of the Aventis Pharmaceuticals Savings Plan (the “Plan”) at December 31, 2001 and 2000 and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Plan’s management; our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose 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 is the responsibility of the Plan’s management.  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.

 

As explained in Note 1, the Rhone-Poulenc Rorer Employee Savings Plan was merged into the Aventis Pharmaceuticals Savings Plan effective December 29, 2000.

 

 

 

 

 

September 27, 2002

 

2



AVENTIS PHARMACEUTICALS SAVINGS PLAN

 

Statement of Net Assets Available for Benefits

 

As of December 31, 2001

 

 

 

 

 

Nonparticipant

 

Participant

 

 

 

Total

 

Directed

 

Directed

 

Assets:

 

 

 

 

 

 

 

Investments,

 

 

 

 

 

 

 

at fair value:

 

 

 

 

 

 

 

Investment in Master Trust

 

$

315,971,735

 

$

0

 

$

315,971,735

 

Mutual funds

 

330,131,593

 

0

 

330,131,593

 

Common and commingled trusts

 

399,663,537

 

0

 

399,663,537

 

Bonds

 

4,057,915

 

4,057,915

 

0

 

U. S. government securities

 

6,231,919

 

6,231,919

 

0

 

Money market account

 

3,362,687

 

3,362,687

 

0

 

at contract value:

 

 

 

 

 

 

 

Participant loans

 

18,769,559

 

0

 

18,769,559

 

 

 

1,078,188,945

 

13,652,521

 

1,064,536,424

 

 

 

 

 

 

 

 

 

Other receivable

 

361,904

 

259,913

 

101,991

 

Contributions receivable — employee

 

1,598,360

 

0

 

1,598,360

 

Contributions receivable — employer

 

68,017,930

 

25,245,910

 

42,772,020

 

 

 

69,978,194

 

25,505,823

 

44,472,371

 

 

 

 

 

 

 

 

 

Cash

 

445

 

445

 

0

 

 

 

 

 

 

 

 

 

Total assets

 

1,148,167,584

 

39,158,789

 

1,109,008,795

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Bonds payable (note 7)

 

37,722,391

 

37,722,391

 

0

 

Other Payables

 

584,929

 

4,519

 

580,410

 

Accrued interest payable

 

1,431,879

 

1,431,879

 

0

 

 

 

 

 

 

 

 

 

Total liabilities

 

39,739,199

 

39,158,789

 

580,410

 

 

 

 

 

 

 

 

 

Net assets available for benefits

 

$

1,108,428,385

 

$

0

 

$

1,108,428,385

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements.

 

3



AVENTIS PHARMACEUTICALS SAVINGS PLAN

 

Statement of Net Assets Available for Benefits

 

As of December 31, 2000

 

 

 

 

 

Nonparticipant

 

Participant

 

 

 

Total

 

Directed

 

Directed

 

Assets:

 

 

 

 

 

 

 

Investments,

 

 

 

 

 

 

 

at fair value:

 

 

 

 

 

 

 

Mutual funds

 

$

672,239,793

 

$

0

 

$

672,239,793

 

Company stock

 

115,590,747

 

0

 

115,590,747

 

Common and collective trusts

 

23,902,061

 

0

 

23,902,061

 

Bonds

 

11,647,303

 

11,647,303

 

0

 

U. S. government securities

 

11,281,143

 

11,281,143

 

0

 

Money market account

 

3,637,068

 

3,637,068

 

0

 

at contract value:

 

 

 

 

 

 

 

Guaranteed Insurance Contracts

 

130,466,303

 

0

 

130,466,303

 

Participant loans

 

21,260,231

 

0

 

21,260,231

 

 

 

990,024,649

 

26,565,514

 

963,459,135

 

 

 

 

 

 

 

 

 

Contributions receivable — employee

 

1,392,105

 

0

 

1,392,105

 

Contributions receivable — employer

 

47,024,385

 

21,335,564

 

25,688,821

 

 

 

48,416,490

 

21,335,564

 

27,080,926

 

 

 

 

 

 

 

 

 

Cash

 

213,451,139

 

2,816

 

213,448,323

 

 

 

 

 

 

 

 

 

Total assets

 

1,251,892,278

 

47,903,894

 

1,203,988,384

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Bonds payable

 

46,141,446

 

46,141,446

 

0

 

Other Payables

 

7,811

 

10,995

 

(3,184

)

Accrued interest payable

 

1,751,453

 

1,751,453

 

0

 

 

 

 

 

 

 

 

 

Total liabilities

 

47,900,710

 

47,903,894

 

(3,184

)

 

 

 

 

 

 

 

 

Net assets available for benefits

 

$

1,203,991,568

 

$

0

 

$

1,203,991,568

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements.

 

4



AVENTIS PHARMACEUTICALS SAVINGS PLAN

 

Statement of Changes in Net Assets Available for Benefits

 

Year Ended December 31, 2001

 

 

 

 

 

Nonparticipant

 

Participant

 

 

 

Total

 

Directed

 

Directed

 

Additions:

 

 

 

 

 

 

 

Contributions:

 

 

 

 

 

 

 

Employer

 

$

67,676,552

 

$

2,587,155

 

$

65,089,397

 

Employee

 

57,833,141

 

0

 

57,833,141

 

Investment Income:

 

 

 

 

 

 

 

Interest and dividends

 

26,467,340

 

1,275,927

 

25,191,413

 

 

 

 

 

 

 

 

 

Total additions

 

151,977,033

 

3,863,082

 

148,113,951

 

 

 

 

 

 

 

 

 

Deductions:

 

 

 

 

 

 

 

Net depreciation in the fair value of investments (note 4)

 

(97,841,455

)

35,153

 

(97,876,608

)

Net depreciation in the fair value of investments in Master Trust (note 5)

 

(18,258,583

)

0

 

(18,258,583

)

Distributions

 

(118,887,685

)

0

 

(118,887,685

)

Interest expense

 

(3,883,913

)

(3,883,913

)

0

 

Fees and expenses

 

(179,725

)

(14,322

)

(165,403

)

 

 

 

 

 

 

 

 

Total deductions

 

(239,051,361

)

(3,863,082

)

(235,188,279

)

 

 

 

 

 

 

 

 

Net Puerto Rico Plan Transfer Out (note 1)

 

(8,488,855

)

0

 

(8,488,855

)

 

 

 

 

 

 

 

 

Decrease in net assets available for benefits

 

(95,563,183

)

0

 

(95,563,183

)

 

 

 

 

 

 

 

 

Net assets available for benefits:

 

 

 

 

 

 

 

Beginning of year

 

1,203,991,568

 

0

 

1,203,991,568

 

 

 

 

 

 

 

 

 

End of year

 

$

1,108,428,385

 

$

0

 

$

1,108,428,385

 

 

 

See accompanying notes to financial statements.

 

5



AVENTIS PHARMACEUTICALS SAVINGS PLAN

 

Statement of Changes in Net Assets Available for Benefits

 

Year Ended December 31, 2000

 

 

 

 

 

Nonparticipant

 

Participant

 

 

 

Total

 

Directed

 

Directed

 

Additions:

 

 

 

 

 

 

 

Contributions:

 

 

 

 

 

 

 

Employer

 

$

46,522,215

 

$

3,006,467

 

$

43,515,748

 

Employee

 

35,817,411

 

0

 

35,817,411

 

Investment Income:

 

 

 

 

 

 

 

Net depreciation in the fair value
of investments (note 4)

 

(91,627,318

)

(117,786

)

(91,509,532

)

Interest and dividends

 

73,917,728

 

1,790,803

 

72,126,925

 

 

 

 

 

 

 

 

 

Total additions

 

64,630,036

 

4,679,484

 

59,950,552

 

 

 

 

 

 

 

 

 

Deductions:

 

 

 

 

 

 

 

Distributions

 

(98,009,195

)

0

 

(98,009,195

)

Interest expense

 

(4,635,566

)

(4,635,566

)

0

 

Fees and expenses

 

(112,515

)

(43,918

)

(68,597

)

 

 

 

 

 

 

 

 

Total deductions

 

(102,757,276

)

(4,679,484

)

(98,077,792

)

 

 

 

 

 

 

 

 

Net transfers from RPR Savings Plan (note 1)

 

435,390,293

 

0

 

435,390,293

 

Net transfers from other Funds

 

1,187,197

 

0

 

1,187,197

 

 

 

 

 

 

 

 

 

Increase in net assets available for benefits

 

398,450,250

 

0

 

398,450,250

 

 

 

 

 

 

 

 

 

Net assets available for benefits:

 

 

 

 

 

 

 

Beginning of year

 

805,541,318

 

0

 

805,541,318

 

 

 

 

 

 

 

 

 

End of year

 

$

1,203,991,568

 

$

0

 

$

1,203,991,568

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements.

 

6



AVENTIS PHARMACEUTICALS SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

 

NOTE 1.  Summary of Significant Plan Provisions

 

The following description of the Plan provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan’s provisions.

 

Plan Description

 

The Plan is a defined contribution plan that covers substantially all associates of Aventis Pharmaceuticals Inc. (the “Company”) as they meet the prescribed eligibility requirements. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

 

Plan Mergers and Transfers

 

The Rhône–Poulenc Rorer Employee Savings Plan was merged with and into the Aventis Pharmaceuticals Savings Plan (hereafter referred to as the “Plan”) effective December 29, 2000. As a result of this merger, $435,390,293 was transferred from the Rhône–Poulenc Rorer Employee Savings Plan into the Plan.

 

Effective January 1, 2001,  a separate Plan for employees of Aventis Pharmaceuticals Puerto Rico Inc. was established, and these employees were transferred from the Plan to Aventis Pharmaceuticals Puerto Rico Savings Plan (the “PR Plan”).  On January 2, 2001, the Plan transferred $8,488,855 in assets to the PR Plan representing PR Plan participant account balances eligible for transfer under the terms of the PR Plan.

 

Master Trust

 

Effective January 1, 2001, Aventis Pharmaceuticals Inc., Aventis Pharmaceuticals Puerto Rico, Inc. and T. Rowe Price Trust Company (the” Trustee”) entered into a Master Trust Agreement (“MT Agreement”) to serve as a funding vehicle for certain commingled assets of the Plan and the PR Plan.  Accordingly, certain assets of the Plan are maintained, for investment purposes only, on a commingled basis with the assets of the PR Plan in the Master Trust.  Neither plan has any interest in the specific assets of the Master Trust, but maintain beneficial interests in such assets.  The portion of assets, net earnings, gains and/or losses and administrative expenses allocable to each Plan is based upon the relationship of the Plan’s beneficial interest in the Master Trust to the total beneficial interest of all plans in the Master Trust.

 

Trustee and Record keeper

 

The T. Rowe Price Trust Company is the Plan’s record keeper and trustee.  The Trustee is party to the Master Trust agreement discussed above which governs and maintains the Plan’s commingled assets, as well as a general trust agreement for all other Plan assets.

 

7



 

Plan Administration

 

The Aventis Pharmaceuticals Savings Investment Committee (the “Committee”), as appointed by the Company’s Board of Directors, is the named fiduciary for the Plan and the Vice President, Compensation and Benefits, as appointed by the Board of Directors, is the Plan Administrator, responsible for the general administration of the Plan. The Company also maintains a trust fund as a part of the Plan to hold the assets of the Plan. The Board of Directors has appointed a Trustee with responsibility for the administration of the Trust Agreement and the management of the assets. The Trustee also administers the payment of interest and principal on the bonds, which is reimbursed to the Trustee through contributions, as determined by the Plan.

 

Contributions

 

The Plan provides that participants may make elective deferral contributions, which can save up to 13% of the participants’ eligible pay in whole percentage (up to the allowable IRS annual maximum — $10,500 for 2001 and 2000) on a pre-tax basis, pursuant to Code Section 401(k).

 

The Company is obligated to make contributions in cash to the Plan equal to the debt service requirements on the Guaranteed ESOP Notes (see note 7). The Plan provides for a matching contribution in an amount that is equal to the lesser of 4% of such participant’s eligible compensation for the Plan year or 100% of the participant’s plan contribution. To the extent that the required employer matching contribution exceeds the debt service requirements, the Company makes additional cash contributions to the Plan. The Plan also provides that the Company may make an annual performance sharing contribution of up to 6% of the eligible compensation paid to qualified participants during the Plan year, as determined by the Board of Directors.

 

There are certain defined limitations on the amount of contributions that may be credited to a participant’s account and the annual amount of the Company contribution is limited to the maximum deductible for federal income tax purposes.

 

Vesting

 

All participants are 100% vested at all times in all portion of their accounts balances.

 

Distributions

 

Plan participants who leave the Company control group as a result of termination, retirement, or death may choose one or a combination of the following distribution methods: receive the entire amount of their account balance in one lump-sum payment; or receive the distribution in the form of annual installments over the lesser of five years or the life expectancy of the participant and the participant’s beneficiary. If a participant dies, the participant’s designated beneficiary will receive the payments.

 

Loans

 

Plan participants may borrow from $1,000 up to the lesser 50% of the value of their account or $50,000 minus the highest outstanding loan balance in the preceding 12 months, subject to limitation described in the Plan. Loans bear interest at a rate commensurate with the prevailing

 

 

8



 

market rate, as determined by the Plan Administrator, and the loan is payable in semimonthly installments generally over a term of up to five years, or extended terms for the purchase of a primary residence.

 

Administrative Expense

 

Expenses incurred to administer the Plan, including Trustee, record keeper, and investment advisory fees, are paid by the Plan.  The Company pays all other expenses of the Plan.

 

Termination of the Plan

 

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 terminate the Plan subject to the provisions of ERISA. Upon such termination of the Plan, the interest of each participant in the trust fund will be distributed to such participant or his or her beneficiary at the time prescribed by the Plan terms and the Internal Revenue Code.

 

 

NOTE 2 — Summary of Significant Accounting Policies

 

Basis of Accounting

 

The accompanying financial statements have been prepared on the accrual basis of accounting.

 

Valuation of Investments and Income Recognition

 

Valuation of certain investments in the Plan that are held in the Master Trust represents the Plan’s allocable portion of such investments.

 

Investments in mutual funds and money market accounts are stated at fair value as determined by the Trustee, principally through the use of quoted market prices. Participant loans are valued at cost, which approximates fair value.  Investment contracts are stated at contract value, which is contributions plus interest minus benefit payments and expenses.  Securities transactions are recorded on the trade-date (the day the order to buy or sell is executed). Dividend income is recorded on the ex-dividend date.

 

The Aventis Stable Value Fund, which is included in the Master Trust, invests in investment contracts issued by high-quality insurance companies and banks as rated by T. Rowe Price Associates, Inc. (the advisor to the trust’s sponsor).  These are interest bearing contracts in which the principal and interest are guaranteed by the issuing companies.  The contracts are considered fully benefit-responsive and therefore are recorded at contract value, which approximates fair market value.  Each contract is subject to early termination penalties that may be significant.  The average crediting rate on the fund was 6.4% and 6.6% and the average yield was 5.2% and 6.4% during 2001 and 2000, respectively.

 

9



 

Risks and Uncertainties

 

The Plan provides for various investment options representing varied combinations of stocks, bonds, fixed income securities, mutual funds and other investment securities.  Investment securities are exposed to various risks, such as interest rate, market and credit risk.  Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.

 

Use of Estimates

 

The Plan Administrator has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.

 

Benefit Payments

 

Benefits are recorded when paid.

 

 

NOTE 3 — Revision of Financial Statements

 

The Company has revised the Plan’s financial statements as of and for the year ended December 31, 2001 to give effect to the formation of the Aventis Pharmaceuticals Puerto Rico Savings Plan (the “PR Plan”) as of January 1, 2001.   Employees previously covered by the Plan, and in certain cases their related participant account balances, were transferred to the PR Plan effective January 2, 2001.  The previously issued financial statements include these assets and their related changes.

 

A summary of the effects of the adjustments on the accompanying Statement of Net Assets Available for Plan Benefits and Statement of Changes in Net Assets Available for Plan Benefits as of and for the year ended December 31, 2001 follows:

 

 

 

As Previously
Reported

 

As Adjusted

 

Net Assets Available for Benefits

 

$

1,117,758,028

 

$

1,108,428,385

 

Change in Net Assets Available for Benefits

 

$

(86,233,540

)

$

(95,563,183

)

 

Additionally, concurrent with the formation of the PR Plan, the Company entered into a Master Trust Agreement with T. Rowe Price and the PR Plan, under which the investments in the Aventis ADR Fund and Stable Value Fund were commingled with the same funds of the PR Plan.  See Note 1 and Note 5 for additional information on the Master Trust.

 

10



 

NOTE 4 — Investments

 

The following table presents the fair value of investments at December 31, 2001 and 2000 that represent 5% or more of the net assets available for benefits at January 1, 2001 and 2000:

 

 

 

2001

 

2000

 

Master Trust:

 

 

 

 

 

Aventis Pharmaceuticals Savings Plan and Aventis

 

 

 

 

 

Pharmaceuticals Puerto Rico Savings Plan Master Trust

 

315,971,735

 

N/A*

 

 

 

 

 

 

 

Mutual Funds:

 

 

 

 

 

T.Rowe Price New Horizons Fund

 

N/A**

 

78,457,938

 

T.Rowe Price Science & Technology, Inc.

 

66,680,555

 

93,660,899

 

T.Rowe Price Balanced Fund

 

N/A**

 

63,265,107

 

T.Rowe Price Equity Income Fund

 

N/A**

 

179,155,472

 

T.Rowe Price Summit Cash Reserves Fund

 

N/A*

 

82,394,922

 

T.Rowe Price Spectrum Income Fund

 

N/A**

 

71,552,609

 

T.Rowe Price Spectrum Growth Fund

 

N/A**

 

60,229,374

 

T.Rowe Price Pimco Total Return Fund

 

91,624,411

 

N/A*

 

T.Rowe Price Small Cap Value Fund

 

121,443,763

 

N/A*

 

 

 

 

 

 

 

Common and collective trusts:

 

 

 

 

 

T.Rowe Price FMTC Select Equity Fund

 

243,513,874

 

N/A*

 

T.Rowe Price Retirement Strategy Trust Balance Fund

 

70,977,322

 

N/A*

 

T.Rowe Price Equity Index Trust Fund

 

78,960,356

 

N/A*

 


* Not above 5%

 

 

 

** Not above 5% and fund closed to plan participants during 2001.

 

 

 

 

During 2001 and 2000, the Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) as follows:

 

 

 

2001

 

2000

 

Mutual Funds

 

$

(51,142,715

)

$

(98,335,117

)

Company Stock

 

N/A

 

8,718,669

 

Common and collective trusts

 

(46,733,893

)

(1,893,084

)

Bonds

 

35,153

 

(117,786

)

Other

 

0

 

0

 

 

 

$

(97,841,455

)

($91,627,318

) 


N/A-As of January 1, 2001, this fund is part of the Master Trust.

 

 

 

 

 

 

11



 

NOTE 5 — Master Trust

 

In 2001, a portion of the Plan’s investments were held in a Master Trust which was established to serve as a funding vehicle for certain commingled assets of the Plan and the PR Plan.  Both plans have an undivided interest in the Master Trust.  The assets of the Master Trust are held by the Trustee.  At December 31, 2001, the Plan’s interest in the Master Trust was approximately 98 %.

 

The following table presents the fair value of investments held in the Master Trust as of December 31, 2001:

      

 

 

2001

 

Investments,

 

 

 

at fair value:

 

 

 

Cash and cash equivalents

 

852,744

 

Mutual funds

 

2,850,595

 

Company stock

 

104,947,230

 

at contract value:

 

 

 

Guaranteed Insurance Contracts

 

214,192,963

 

 

 

$

322,843,532

 

 

The following table presents the investment income for the Master Trust for the year ended December 31, 2001:

 

 

 

2001

 

 

 

 

 

Dividends

 

$

638,349

 

Interest

 

14,004,038

 

Net depreciation of investments

 

(18,582,010

)

 

 

$

(3,939,623

)

 

 

NOTE 6 — Tax Status

 

The Internal Revenue Service has determined and informed the Company by a letter dated August 14, 1996, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”).  The Plan has been amended since receiving the determination letter.  However, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.  Therefore, no provision for income taxes has been made.  The Plan Administrator is not aware of any activity or transaction that may adversely affect the qualified status of the Plan.

 

 

NOTE 7 — Bonds Payable

 

Certain investment funds are held exclusively for the settlement of bonds payable and are not allocated to participants. On January 10, 1991, the Plan issued $104,663,130 of Guaranteed

 

12



 

ESOP Notes that have an annual interest rate of 9.11%. The bonds are to be repaid during the years ended as follows:

 

2002

 

$

8,702,782

 

2003

 

8,992,686

 

2004

 

9,648,293

 

2005

 

10,378,630

 

 

 

$

37,722,391

 

 

 

NOTE 8 Reconciliation of Financial Statements to Form 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

 

 

 

December 31,

 

December 31,

 

 

 

2001

 

2000

 

Net assets available for benefits per the financial statements

 

$

1,108,428,385

 

$

1,203,991,568

 

Amounts allocated to withdrawing participants

 

(27,392

)

(361,795

)

 

 

 

 

 

 

Net assets available of benefits per the Form 5500

 

$

1,108,400,993

 

$

1,203,629,773

 

 

 

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:

 

 

 

December 31,

 

December 31,

 

 

 

2001

 

2000

 

Benefits paid to participants per the financial statements

 

$

118,887,685

 

$

98,009,195

 

Add amounts allocated to withdrawing participants at end of year

 

27,392

 

361,795

 

Less amounts allocated to withdrawing participants at beginning of year

 

(361,795

)

(101,201

)

 

 

 

 

 

 

Benefits paid to participants per the Form 5500

 

$

118,553,282

 

$

98,269,789

 

 

 

13



 

Note 9 — Plan Amendment

 

Contributions

 

The Plan was amended during 2002 to increase participants elective deferred contribution up to 20% of their eligible pay (up to the allowable IRS annual maximum — $11,000 for 2002) on a pre-tax basis, pursuant to Code Section 401(k). In addition, changes have been made during 2002 to permit "catch-up" contributions (of not more than $1,000) for participants age 50 and over.

 

 

 

14



 

 

AVENTIS PHARMACEUTICALS SAVINGS PLAN

 

Schedule of Assets (Held at End of Year)

 

December 31, 2001

 

 

 

 

Description of investment including

 

 

 

 

 

 

 

maturity date, rate of interest,

 

 

 

 

 

 

 

collateral, par, or maturity value

 

 

 

 

 

 

 

 

 

 

 

US

 

Identity of Issue, borrower,

 

 

 

 

 

Market

 

lessor, or similar party

 

Description of Asset

 

Cost

 

Value

 

 

 

 

 

 

 

 

 

Master Trust:

 

 

 

 

 

 

 

Aventis Pharmaceuticals Savings Plan and

 

 

 

 

 

 

 

Aventis Pharmaceuticals Puerto Rico Savings

 

 

 

 

 

 

 

Plan Master Trust

 

Master Trust

 

 

 

315,971,735

 

 

 

 

 

 

 

 

 

Mutual Funds:

 

 

 

 

 

 

 

Tradelink Investments

 

Mutual Fund

 

 

 

18,054,558

 

T.Rowe Price Pimco Total Return Fund*

 

Mutual Fund

 

 

 

91,624,411

 

T.Rowe Price International Stock Fund *

 

Mutual Fund

 

 

 

32,328,306

 

T.Rowe Price Small Cap Value Fund *

 

Mutual Fund

 

 

 

121,443,763

 

T.Rowe Price Science & Technology, Inc. *

 

Mutual Fund

 

 

 

66,680,555

 

Total Mutual Funds

 

 

 

 

 

330,131,593

 

 

 

 

 

 

 

 

 

Bonds:

 

 

 

 

 

 

 

BankAmerica Corp.

 

7.75%, due 7/15/02

 

507,015

 

513,865

 

Caterpillar Financial Services MTN

 

5.45%, due 1/15/02

 

484,475

 

500,540

 

Daimlerchrysler MTNB

 

6.59%, due 6/18/02

 

495,900

 

506,980

 

Intl Lease Fin

 

6.0%, due 5/15/02

 

490,360

 

506,155

 

Lehman Brothers Inc.

 

7.125%, due 7/15/02

 

498,195

 

511,560

 

MCI Communications Corp.

 

6.125%, due 4/15/02

 

489,675

 

503,610

 

Nynex Credit Co. 144A

 

6.5%, due 4/15/02

 

495,135

 

505,600

 

Salomon SB Holdings

 

6.625%, due 7/1/02

 

496,410

 

509,605

 

Total bonds

 

 

 

3,957,165

 

4,057,915

 

 

 

 

 

 

 

 

 

Common and commingled trusts:

 

 

 

 

 

 

 

T.Rowe Price FMTC Select Equity Fund*

 

Commingled trust fund

 

 

 

243,513,874

 

T.Rowe Price Capital GRD Emrg Mrkts Equity Fund*

 

Commingled trust fund

 

 

 

456,432

 

T.Rowe Price Retirement Strategy Trust Cons Gr Fund *

 

Common trust

 

 

 

3,494,299

 

T.Rowe Price Retirement Strategy Trust Income+ Fund *

 

Common trust

 

 

 

2,261,254

 

T.Rowe Price Retirement Strategy Trust Balance Fund*

 

Common trust

 

 

 

70,977,322

 

T.Rowe Price Equity Index Trust Fund *

 

Common trust

 

 

 

78,960,356

 

Total common and collective trusts

 

 

 

 

 

399,663,537

 

 

 

15



 

AVENTIS PHARMACEUTICALS SAVINGS PLAN

 

Schedule of Assets (Held at End of Year)

 

December 31, 2001

 

 

 

 

Description of investment including

 

 

 

 

 

 

 

maturity date, rate of interest,

 

 

 

 

 

 

 

collateral, par, or maturity value

 

 

 

 

 

 

 

 

 

 

 

US

 

Identity of Issue, borrower,

 

 

 

 

 

Market

 

lessor, or similar party

 

Description of Asset

 

Cost

 

Value

 

 

 

 

 

 

 

 

 

U.S. government securities:

 

 

 

 

 

 

 

Federal Home Loan Bank

 

6.75%, due 5/1/02

 

499,727

 

507,350

 

Federal National Mortgage Association

 

3.452%, due 7/26/02

 

1,208,236

 

1,225,289

 

Federal Home Loan Bank

 

6.75%, due 2/1/02

 

398,563

 

401,440

 

Federal Home Loan Bank

 

6.875%, due 7/18/02

 

4,003,281

 

4,097,840

 

Total U.S. government securities

 

 

 

6,109,807

 

6,231,919

 

 

 

 

 

 

 

 

 

Money market accounts:

 

 

 

 

 

 

 

T.Rowe Price U.S. Treasury Money Market Fund *

 

Money market account

 

 

 

1,653,092

 

Sony Capital Corp CP

 

Certificate of deposit account

 

496,087

 

499,149

 

Mercantile Safe Deposit & Trust CD

 

Certificate of deposit account

 

500,000

 

501,065

 

UBS AG CD

 

Certificate of deposit account

 

501,467

 

500,830

 

Bank of NY Collective STIF

 

Money market account

 

208,551

 

208,551

 

Total money market accounts

 

 

 

1,706,105

 

3,362,687

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

Participant loans*

 

Participant loans with varying maturities and interest rates ranging from 5.75% to 10.5%

 

 

 

18,769,559

 

 

 

 

 

 

 

 

 

TOTAL INVESTMENTS

 

 

 

 

 

1,078,188,945

 


* Indicates party-in-interest to the Plan.

 

 

 

 

 

 

 

 

 

16



 

SIGNATURES

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan administrator has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

AVENTIS PHARMACEUTICALS

 

 

 

SAVINGS PLAN

 

 

 

 

Date:

September 27, 2002

By:

 

/s/ Helen Hefner

 

 

 

Helen Hefner, for the

 

 

 

Employee Savings Plan

 

 

 

Committee, Plan Administrator

 

 

 

17



INDEX TO EXHIBITS

 

 

 

 

 

Exhibit No.

 

Exhibit

 

 

 

(1)

 

Consent of Independent Accountants — PricewaterhouseCoopers LLP

 

 

 

18


EX-1 3 j5079_ex1.htm EX-1

EXHIBIT (1)

 

 

 

CONSENT OF INDEPENDENT ACCOUNTANTS

 

 

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-11250) of Aventis S.A. of our report dated September 27, 2002 relating to the financial statements and supplemental schedule of Aventis Pharmaceuticals Savings Plan, which appears in this Form 11-K.

 

 

 

/s/ PricewaterhouseCoopers LLP

 

 

 

 

 

 

 

September 27, 2002

 

 

 


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