-----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, CWbSDL/eKO+nuD1KAEs/s7+zzYgB1g61fJMJFdHweW31zu8BKRYCcjGlhW/5UkR+ PbLDnMJX3/CasQTB6XvnTA== 0000310158-96-000012.txt : 19960627 0000310158-96-000012.hdr.sgml : 19960627 ACCESSION NUMBER: 0000310158-96-000012 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960626 SROS: BSE SROS: CSE SROS: CSX SROS: NYSE SROS: PHLX SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHERING PLOUGH CORP CENTRAL INDEX KEY: 0000310158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221918501 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06571 FILM NUMBER: 96585829 BUSINESS ADDRESS: STREET 1: ONE GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940-1000 BUSINESS PHONE: 2018227000 10-K/A 1 - ------------------------------------------------------------ - ------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A AMENDMENT TO APPLICATION OR REPORT Filed Pursuant to Section 12, 15, or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 SCHERING-PLOUGH CORPORATION (Exact name of registrant as specified in charter) AMENDMENT NO. 1 TO FORM 10-K The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the Year Ended December 31, 1995, as set forth in the pages attached hereto. Exhibit 28(b) Form 11-K, Annual Report of the Schering-Plough Employees' Savings Plan. Pursuant to the requirements 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. SCHERING-PLOUGH CORPORATION (Registrant) By /s/Thomas H. Kelly Thomas H. Kelly Vice President and Controller Date: June 14, 1996 - ------------------------------------------------------------ - ------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 _________ FORM 11-K _________ FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 _________________________ [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1995 OR [ ] 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 2-84723 _________________________ SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN Schering-Plough Corporation One Giralda Farms P.O. Box 1000 Madison, New Jersey 07940 SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN TABLE OF CONTENTS PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statement of Net Assets Available for Benefits as of December 31, 1995 and 1994 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1995 3 Notes to Financial Statements 4-7 SCHEDULE SUPPLEMENTAL SCHEDULES: Schedule of Assets Held for Investment December 31, 1995 I Schedule of Transactions in Excess of 5% of Current Plan Assets for the Year Ended December 31, 1995 II EXHIBITS: EXHIBIT I - Independent Auditors' Consent EXHIBIT II - 1994 Summary Annual Report _____________________________________________________________ Supplemental schedules not included herein are omitted due to the absence of conditions under which they are required INDEPENDENT AUDITORS' REPORT Schering-Plough Employees' Savings Plan: We have audited the accompanying statements of net assets available for benefits of Schering-Plough Employees' Savings Plan (the "Plan") as of December 31, 1995 and 1994, and the related statement of changes in net assets available for benefits for the year ended December 31, 1995. 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 benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment and Transactions in Excess of 5% of Current Plan Assets are presented for the purpose 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. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audits of the basic 1995 financial statements, and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. ________________________________ /s/ Deloitte & Touche LLP Parsippany, New Jersey June 14, 1996 SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 AND 1994 ($ in 000's)

SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1995 ($ in 000's) Additions to net assets attributed to: Investment income: Interest and dividends $ 10,892 Net appreciation in fair value of investments 29,942 40,834 Contributions: Participant contributions 17,855 Total additions 58,689 Deductions from net assets attributed to: Benefit payments 12,412 Net increase 46,277 Net assets available for benefits: Beginning of year 133,650 End of year $179,927 See Notes to Financial Statements.

Investment Income Interest & Net appreciation Participant Benefit Dividends in fair value Contributions Payments Vanguard Wellington Fund $ 660 $ 2,562 $ 1,709 $ 1,046 Vanguard Windsor Fund 5,783 5,837 4,821 2,942 Vanguard Explorer Fund 1,020 1,705 1,439 827 Vanguard Money Market Reserves U.S. Treasury Portfolio 1,543 - 3,407 3,337 Vanguard Fixed Income Securities Short-Term Corporate Portfolio 106 96 336 116 Vanguard Index 500 Portfolio 126 1,238 946 571 Vanguard Int'l. Growth Portfolio 58 209 613 128 Total Vanguard Registered Investment Company Shares 9,296 11,647 13,271 8,967 Schering-Plough Stock Fund 1,165 18,295 4,584 2,640 Loan Fund 431 - - 805 Total $10,892 $29,942 $17,855 $12,412
SCHEDULE I SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT - ITEM 27a DECEMBER 31, 1995 ($ in 000's)
Share/ Current Identity of Issue Participants Units Cost Value Schering-Plough Stock Fund 6,797 233,287 1/ $ 28,691 $ 57,783 2/ Vanguard Money Market Reserves U.S. Treasury Portfolio* 4,377 28,021,380 28,021 28,021 2/ Vanguard Explorer Fund* 2,872 263,084 10,755 13,141 2/ Vanguard Index Trust - 500 Portfolio* 1,789 106,075 4,896 6,110 Vanguard Windsor Fund* 6,574 3,524,745 47,854 51,215 2/ Vanguard Wellington Fund* 3,535 567,163 11,457 13,856 2/ Vanguard International Growth Portfolio* 875 145,001 2,034 2,178 Vanguard Fixed Income Securities Short-Term Corporate Portfolio* 750 183,155 1,975 1,998 Total Vanguard Registered Investment Company Shares 106,992 116,519 Outstanding Loan Balance - 6.0% to 11.5% due 36 to 240 months from date of loan 5,625 5,625 Total Investment $141,308 $179,927 * Registered Investment Company 1/ Represents Schering-Plough Stock Fund units. 2/ Indicates investment representing 5 percent or more of the net assets available for benefits.
SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN TRANSACTIONS IN EXCESS OF 5% OF CURRENT PLAN ASSETS - ITEM 27d FOR THE YEAR ENDED DECEMBER 31, 1995 ($ in 000's)
Purchases Sales Identity Cost No. of Proceeds No. of Net Gain of Issue of Assets Purchases from Sales Sales or (Loss) Schering- Plough Stock Fund $11,316 243 $ 8,768 246 $1,271 Vanguard Windsor Fund 14,808 236 7,878 248 909 Vanguard Money Market Reserve - U.S. Treasury Portfolio 13,678 253 13,094 249 - /table EXHIBIT I Independent Auditors' Consent We consent to the incorporation by reference in Registration Statements No. 2-83963, No. 33-19013, and No. 33-50606 on Form S-8, Registration Statement No. 333-853 on Form S-3, Post- Effective Amendment No. 1 to Registration Statement No. 2-84723 on Form S-8, Post-Effective Amendment No. 1 to Registration No. 2-80012 on Form S-3 and Post-Effective Amendment No. 1 to Registration Statement No. 2-77740 on Form S-3 of our report dated June 14, 1996 appearing in this Annual Report on Form 11-K of Schering-Plough Employees' Savings Plan for the year ended December 31, 1995. /s/ Deloitte & Touche LLP Parsippany, New Jersey June 14, 1996 EXHIBIT II Page 2 of 3 SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN Basic Financial Statement Benefits under the Plan are provided by a trust fund into which Schering-Plough Corporation pays the total Employee Savings Plan contributions. The trustee is The Vanguard Fiduciary Trust Company. Plan Administration expenses were paid by Schering- Plough Corporation. A total of 9,437 persons were participants in or beneficiaries of the Plan at the end of the plan year. The value of Plan assets, after subtracting liabilities of the Plan, was $133,650,485, as of December 31, 1994, compared to $117,313,736 as of December 31, 1993. During the plan year the Plan experienced an increase in its net assets of $16,336,749. This increase includes unrealized appreciation in the value of plan assets; that is, the difference between the value of the plan's assets at the end of the year and the value of the assets at the beginning of the year. The Plan had total income of $22,055,393 including employer and other contributions of $16,970,737, interest earnings of $367,611, dividends of $980,825 and a net depreciation in fair value of investments of $3,736,220. Your Right to Additional Information You have the right to receive a copy of the full annual report, or any part thereof, on request. The items listed below are included in that report. 1. An accountant's report; 2. Assets held for investments; and 3. Transactions in excess of 5 percent of plan assets EXHIBIT II Page 3 of 3 HOW TO OBTAIN ADDITIONAL PLAN STATEMENTS To obtain a copy of all of the full annual reports, or any part thereof, write or call the Corporate Benefits Office, One Giralda Farms, Madison, New Jersey 07940 attention: Ms. Anne Miller, telephone (201) 822-7336. The charge to cover copying costs will be $3.00 for the Profit-Sharing Plan Report, $5.50 for the Retirement Plan Report, $2.00 for the Group Insurance Report, $2.00 for the Long-Term Disability Report, $3.00 for the Employee Savings Plan, and $2.00 for the Business Travel Accident Insurance Report. You also have the right to receive from the plan administrator, on request and at no charge, a statement of the assets and liabilities of the Plans and accompanying notes, or a statement of income and expenses of the Plans and accompanying notes, or both. If you request a copy of the full annual report from the plan administrator, these two statements and accompanying notes will be included as part of that report. You also have the legally protected right to examine the annual reports at the following Employee Benefits Offices: One Giralda Farms, Madison, NJ 07940; 3030 Jackson Avenue, Memphis, TN 38151, or 2000 Galloping Hill Road, Kenilworth, NJ 07033, and at the U.S. Department of Labor in Washington, D.C. or to obtain a copy from the U.S. Department of Labor upon payment of copying costs. Schering-Plough Corporation's employer identification number with the Federal Government is 22-191-8501. Requests to the Department of Labor should be addressed to Public Disclosure Room, N5507, Pension and Welfare Benefit Programs, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20216 EXHIBIT II Page 1 of 3 SCHERING-PLOUGH Employee Benefits SUMMARY ANNUAL REPORT 1994
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