<PAGE>
<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
For the fiscal year ended December 31, 1994
or
x TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-5851
Rhone-Poulenc Rorer Employee Savings Plan
(Full title of plan)
RHONE-POULENC RORER INC.
(Name of issuer of securities held pursuant to the plan)
500 Arcola Road
Collegeville, Pennsylvania 19426
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code: (610) 454-8000
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: June 27, 1995 RHONE-POULENC RORER EMPLOYEE
SAVINGS PLAN
By: /s/ David Brandies
David Brandies, for the
Employee Savings Plan
Committee, Administrator
Financial Statements and Exhibits
<PAGE>
<PAGE>
ANNUAL REPORT OF THE
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
for the year ended December 31, 1994
<PAGE>
<PAGE>
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K
For the year ended December 31, 1994
Page No.*
(a) Financial Statements:
Report of Independent Accountants 2
Statements of Net Assets Available for Benefits at
December 31, 1994 and 1993 3
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1994 and 1993 4
Notes to Financial Statements 5-13
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
at December 31, 1994 14
Schedule of Assets Both Acquired and Disposed of
Within the Plan Year 15
Schedule of Reportable Transactions 16-17
* Refers to page number in the 1994 Annual Report
of the Rhone-Poulenc Rorer Employee Savings Plan.
(b) Exhibits:
(1) Consent of Independent Accountants
<PAGE>
<PAGE>
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page No.
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 1994 and 1993 3
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1994 and 1993 4
Notes to Financial Statements 5-13
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
at December 31, 1994 14
Schedule of Assets Both Acquired and Disposed of
Within the Plan Year 15
Schedule of Reportable Transactions 16-17
<PAGE>
<PAGE>
Report of Independent Accountants
To the Employee Savings Plan Committee:
We have audited the accompanying statements of net assets available for
benefits of Rhone-Poulenc Rorer Employee Savings Plan ("the Plan") as of
December 31, 1994 and 1993, and the related statements of changes in net
assets available for benefits for each of the two years in the period ended
December 31, 1994. 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, 1994 and 1993, and the changes in net assets available for
benefits for each of the two years in the period ended December 31, 1994, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, listed in
the accompanying index on page 1, 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. 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.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
June 9, 1995
2
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RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
at December 31, 1994 and 1993
<TABLE>
<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
ASSETS
Investments $178,507,350 $157,779,168
Cash 733,648 429,602
Receivable from Rhone-Poulenc Rorer Inc.:
Employer contributions 559,709 623,664
Employee contributions 1,156,910 1,343,580
Dividends 646,383 --
------------ ------------
2,363,002 1,967,244
Loans to participants 7,063,127 6,609,435
------------ ------------
Total assets 188,667,127 166,785,449
------------ ------------
LIABILITIES -- --
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $188,667,127 $166,785,449
============ ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
<PAGE>
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended December 31, 1994 and 1993
<TABLE>
<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
ADDITIONS
Contributions:
Employer $ 7,377,891 $ 6,188,047
Employee 15,379,175 15,096,447
Investment income:
Interest income 7,111,337 6,929,739
Dividend Income 3,411,001 2,723,853
Net depreciation (2,726,520) (8,533,639)
------------ ------------
Total additions 30,552,884 22,404,447
------------ ------------
DEDUCTIONS
Withdrawals and terminations 8,671,206 6,491,627
------------ ------------
NET INCREASE 21,881,678 15,912,820
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 166,785,449 150,872,629
------------ ------------
End of year $188,667,127 $166,785,449
============ ============
</TABLE>
See accompanying notes to financial statements.
4
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RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Plan Provisions
Plan Description
The Rhone-Poulenc Rorer Employee Savings Plan ("the Plan") is a voluntary,
defined contribution Section 401(k) plan for salaried and hourly employees of
Rhone-Poulenc Rorer Inc. ("the Company") and its U.S. subsidiaries.
Trustee and Recordkeeper
American Express Trust (formerly IDS Bank and Trust) is Plan recordkeeper and
trustee.
Eligibility
Employees are eligible to join the Plan following the completion of three
months of service (full-time employees) or one year of service (part-time
employees). As of December 31, 1994 there were 5,559 participants in the
plan.
Contributions
All participant contributions are made on a before-tax basis. Each
participant may invest from 1 percent to 6 percent of annual basic
compensation (to a maximum of $6,000) as a basic contribution. In addition,
each participant may make an additional supplemental contribution, subject to
certain limitations. The total of the basic and supplemental contributions
can not exceed IRS limitations for each Plan year. For the 1995 and 1994 Plan
years, the total of such contributions can not exceed $9,240. If a
participant's annual contributions exceed the dollar limitation set by the IRS
thereby requiring a distribution of such excess contributions, the participant
will forfeit any employer contributions related to the distribution amount.
Amounts forfeited will be used to reduce future employer contributions.
Employee rollover contributions from other qualified retirement plans are
permitted; such contributions are subject to the conditions and procedures set
forth in the Plan.
For the first eight months of 1993, the Company generally matched
participants' basic contributions in accordance with the following schedule:
Percent of Basic Contribution Company Contribution Percentage
- ----------------------------- -------------------------------
1st 1% 100%
2nd 1% 75%
3rd 1% 50%
4th through 6th 1% 25%
5
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Effective September 1, 1993, the Company increased the basic matching
contribution for the majority of plan participants to the following:
Percent of Basic Contribution Company Contribution Percentage
- ----------------------------- -------------------------------
1st 1% 100%
2nd 1% 90%
3rd 1% 80%
4th through 6th 1% 50%
Also effective September 1, 1993, the Company may make a contribution of $100
to the account of each new participant in the year the employee joins the Plan
("incentive contributions"). Such contributions totaled $11,600 in 1994 and
$20,000 in 1993. Additional amounts may be contributed at the option of the
Company's Savings Plan Committee; however, total Company contributions may not
exceed $3,000 per participant during a Plan year. Except for incentive
contributions, no additional Company contributions were made in 1994 or 1993.
Employer contributions may be made in shares of the Company's common stock or
in cash which is then used to purchase Rhone-Poulenc Rorer Inc. common stock.
Vesting
All participants are fully vested at all times in all amounts held in their
accounts.
Investment Options
Prior to January 1, 1993, participants could elect to invest contributions in
the Interest Accumulation Account, the Equity Index Account, shares of
Rhone-Poulenc Rorer Inc. Common Stock or Rhone-Poulenc S.A. ("RP") Contingent
Value Rights ("CVRs"). Effective January 1, 1993, investment options were
expanded to include the following vehicles: IDS Discovery Fund, Inc.; IDS
Federal Income Fund, Inc.; IDS International Fund, Inc.; IDS Managed
Retirement Fund, Inc.; IDS Mutual, Inc.; IDS New Dimensions Fund, Inc.; and
IDS Trust Collective Equity Index II Account. The RP CVRs expired in July
1993 and the IDS Trust Collective Equity Index II Account was replaced by the
American Express Trust Equity Index Fund I in February 1994. Participants may
choose any combination of available investment vehicles in increments of one
percent of their contribution.
All employer contributions are made to the Rhone-Poulenc Rorer Inc. Common
Stock Account. A participant may not elect to transfer the employer
contribution from common stock to another investment medium until the
participant has reached age 55.
Withdrawals/Distributions
If a participant retires, dies, becomes permanently disabled, or otherwise
separates from the Company, he (or in the case of death, his beneficiary) is
entitled to the full amount of his accounts as valued on the applicable
valuation date. In the event of a participant's death, distribution of his
account will be made as soon as administratively practicable. Distributions
for reasons of retirement, permanent disability or termination will be made
upon written request. Distributions of a participant's account are typically
made in a single payment; however, effective October 1992, distributions for
reasons other than death may be made under a continuous withdrawal method at
the discretion of the Savings Plan Committee. Deferrals of distributions can
not be made past the age of 70 1/2.
While employed, a participant may make certain withdrawals upon 30 days'
written notice of (1) his basic and supplemental contributions made prior to
6
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<PAGE>
July 1, 1984, with the limitation of one such withdrawal in any Plan year, (2)
the earnings on the pre-July 1, 1984 basic and supplemental contributions and
rollover contributions, (3) employer contributions which are not invested in
the Common Stock Account and which have been held in such accounts for at
least two years, and (4) post-June 30, 1984 basic and supplemental
contributions for the reason of financial hardship, as defined in the Plan.
Hardship withdrawals must be approved by the Savings Plan Administrator. At
the age of 59 1/2, the participant may withdraw any portion of his basic and
supplemental contribution amounts.
Before-tax contributions, Company matching and supplemental contributions, and
all investment earnings are fully taxable upon distribution to the
participant. Special lump-sum distribution rules apply for full Plan
withdrawals made after age 59 1/2. A ten percent surtax, as well as a twenty
percent mandatory withholding, is applicable to taxable withdrawals and
distributions prior to age 59 1/2, subject to certain exceptions, including
distributions due to death or permanent disability.
Loan Provisions
Any participant who is an employee may apply for a loan provided the request
does not exceed 50% of his vested account value not to exceed $50,000
outstanding. Company matching contributions can not be liquidated to provide
any portion of the loan principal. Only one loan may be made every 365 days,
and all loans are subject to approval by the Savings Plan Administrator. Loan
terms are generally limited to five years with no penalty for early repayment.
Interest rates are determined by the Savings Plan Committee in accordance with
prevailing market rates on similar types of loans. Interest paid by the
participant is credited to the participant's account. Administrative expenses
associated with loans are paid by the Company.
When a participant receives a distribution from the Plan, any outstanding loan
balance (plus accrued interest) will be deducted from the amount of the
distribution. A participant may make arrangements to continue loan repayments
beyond when he becomes entitled to a distribution as long as his remaining
interest in the Plan exceeds his outstanding loan balance.
Plan Expenses
Brokerage commissions in connection with the Plan's purchase or sale of
securities are added to the cost of the securities or deducted from the
proceeds thereof, as the case may be. All other costs and expenses incurred
in the administration of the Plan (i.e., trustee and recordkeeper fees) are
currently paid by the Company.
Termination of the Plan
The Company's Board of Directors may amend or suspend the Plan from time to
time and may terminate the Plan at any time (although there is no present
intent to do so) provided, however, that no such action may cause the
participants' employee and Company contribution accounts to be used for
purposes other than the exclusive benefit of the participants and their
beneficiaries. If the Plan is terminated with respect to all participants or
a group of participants, all such participants' accounts shall become fully
vested and all accounts of participants shall be distributed as soon as
administratively possible.
Certain prior year items have been reclassified to conform to current
classifications.
7
<PAGE>
<PAGE>
2. Summary of Significant Accounting Policies
Investments
The Interest Accumulation Account is stated at contract value, cost plus
interest income earned on an accrual basis, which approximates fair value.
The Rhone-Poulenc Rorer Inc. Common Stock Account and the Contingent Value
Rights Account are stated at the fair market value of the Rhone-Poulenc Rorer
Inc. common stock and the RP CVRs included in the respective accounts. All of
the IDS Funds are stated at the fair market value of the particular fund.
Concentration of Credit Risk
The Plan has invested substantially all its assets in investment accounts with
four insurance companies, in IDS Bank and Trust Company funds and in Rhone-
Poulenc Rorer Inc. common stock. Funds invested are subject to certain risks,
which could result in losses to the Plan in the event of non-performance.
In general, unless otherwise noted, no single common stock issue represents
more than 4% of the total assets of a particular IDS fund at December 31,
1994, the IDS Federal Income Fund, Inc. holds approximately 60% (1993: 70%) of
its total assets in the Federal National Mortgage Association or the Federal
Home Loan Mortgage Corporation with the remaining 40% (1993: 30%) held in
various other U.S. Government securities, primarily U.S. Treasury Bills. The
IDS International Fund, Inc. holds various securities of companies located in
Japan, United Kingdom and France which comprised 25%, 14% and 7%,
respectively, of the total fund balance at December 31, 1994 (1993: 28%, 14%
and 7%, respectively).
The Plan requires no collateral to support such investments. The nature of
the investments is discussed more fully in Note 3.
Contributions
Contributions from employees are deposited as soon as practicable but no more
than thirty days after the end of the calendar month in which Rhone-Poulenc
Rorer Inc. and its participating subsidiaries make payroll deductions from
plan participants. Contributions from the employees and the Company are
recorded in the same period as the corresponding payroll deductions.
Net (Depreciation) Appreciation
The Plan presents in the Statements of Changes in Net Assets Available for
Benefits the net (depreciation) appreciation in the fair value of its
investments which consists of the realized losses or gains and unrealized
(depreciation) appreciation on those investments.
3. Significant Aspects of Investment Options
IDS Discovery Fund, Inc.
The IDS Discovery Fund, Inc. is a diversified mutual fund that invests
primarily in common stocks of small and medium size growth companies, many of
which specialize in technological innovation. Total units and unit values
invested in the fund at December 31, 1994 and 1993 were 260,276 at $11.104 per
unit and 226,757 at $12.064 per unit, respectively. There were 1,008
participants in the fund at December 31, 1994 (1993: 858).
8
<PAGE>
<PAGE>
IDS Federal Income Fund, Inc.
The IDS Federal Income Fund, Inc. invests primarily in U.S. government and
government agency securities. Total units and unit values invested in the
fund at December 31, 1994 and 1993 were 174,199 at $4.775 per units and
173,216 at $5.064 per unit, respectively. There were 385 participants in the
fund at December 31, 1994 (1993: 368).
IDS International Fund, Inc.
The IDS International Fund, Inc. is a diversified mutual fund that invests
primarily in common stocks and securities convertible into common stocks of
foreign issuers. Total units and unit values invested in the fund at December
31, 1994 and 1993 were 462,314 at $9.465 per unit and 221,380 at $10.349 per
unit, respectively. There were 1,090 participants in the fund at December 31,
1994 (1993: 598).
IDS Managed Retirement Fund, Inc.
The IDS Managed Retirement Fund, Inc. is a diversified mutual fund that
invests in common and preferred stocks, convertible securities, debt
securities and money market instruments. The investments are both U.S. and
foreign. Total units and unit values invested in the fund at December 31,
1994 and 1993 were 617,573 at $10.345 per unit and 432,723 at $11.826 per
unit, respectively. There were 1,286 participants in the fund at December 31,
1994 (1993: 1,022).
IDS Mutual, Inc.
The IDS Mutual, Inc. is a diversified mutual fund that invests in common
stocks and senior securities (preferred stock and debt securities) issued by
U.S. and foreign companies as well as convertible securities and money market
instruments. Total units and unit values invested in the fund at December 31,
1994 and 1993 were 402,014 at $11.021 per unit and 354,595 at $12.463 per
unit, respectively. There were 1,184 participants in the fund at December 31,
1994 (1993: 1,052).
IDS New Dimensions Fund, Inc.
The IDS New Dimensions Fund, Inc. is a diversified mutual fund that invests
primarily in common stocks and securities convertible into common stocks of
U.S. and foreign companies. Total units and unit values invested in the fund
at December 31, 1994 and 1993 were 540,153 at $13.289 per unit and 430,548 at
$14.340 per unit, respectively. There were 1,718 participants in the fund at
December 31, 1994 (1993: 1,432).
IDS Trust Collective Equity Index II Account/American Express Trust Equity
Index Fund I Account
The IDS Trust Collective Equity Index II Account ("Equity Index II Account")
was a fund of common stocks designed to closely match the total investment
performance of the Standard and Poor's 500 Composite Stock Index. In February
1994, the Equity Index II Account was replaced by the American Express Trust
Equity Index Fund I Account ("AMEX Equity Index Account"). The investment
objectives and account portfolio of the AMEX Equity Index Account are
essentially the same as the former investment vehicle. The account portfolio
contains all common stock issues represented in the Standard and Poor's Index
except for stock of American Express. No single common stock issue can exceed
10% of the account portfolio at the time of purchase. The AMEX Equity Index
Account is passively maintained; transactions occur only for the purpose of
investing new contributions, funding withdrawals, or adjusting to changes made
in the composition of stocks included in the Standard and Poor's index.
9
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<PAGE>
Total units and unit values invested in the Equity Index II Account at
December 31, 1993 were 1,629,156 at $11.489 per unit. There were 2,192
participants in the Equity Index II Account at December 31, 1993. There were
1,437,629 units at $12.169 per unit invested in the AMEX Equity Index Account
at December 31, 1994 and 2,002 participants.
Interest Accumulation Account
The Interest Accumulation Account is a pool of interest-bearing contracts, the
principal and interest of which are guaranteed by the issuing companies.
Issuing companies of contracts in the account at December 31, 1994 were Aetna
Life Insurance Company, John Hancock Mutual Life Insurance Company, The
Prudential Insurance Company of America, and New York Life Insurance Company
which was added to the pool effective January 27, 1994. The interest rate on
funds on deposit in the Interest Accumulation Account ranged from 5.53 percent
to 9.05 percent in 1994 and from 5.56 percent to 9.05 percent in 1993. There
were 4,241 participants in the account at December 31, 1994 (1993: 4,392).
Rhone-Poulenc Rorer Inc. Common Stock Account
This account consists of Rhone-Poulenc Rorer Inc. common stock acquired at the
prevailing market price and temporary investments held by the trustee. Total
shares held in the account as of December 31, 1994 and 1993 were 1,282,833 and
1,032,658, respectively. Share value at the end of each year was $36.50 per
share. There were 5,547 participants in the Rhone-Poulenc Rorer Inc. Common
Stock Account at December 31, 1994 (1993: 5,640).
Rhone-Poulenc S.A. Contingent Value Rights Account
This account held the Rhone-Poulenc S.A. CVRs either received by the Plan
during 1990 as a result of the transaction between RP and Rorer or
subsequently acquired. The CVRs provided for payment in 1993 by RP to the
holder of the CVRs of an amount contingent upon the price of the Company's
common stock, subject to certain limitations and conditions. The CVRs matured
in July 1993 and pursuant to their terms, RP paid CVR holders for each CVR the
sum of $.12, representing the difference between the average market value of
RPR common shares for a 90-day period prior to maturity ($49.01) and the CVR
Target Price of $49.13. All proceeds from the matured CVRs were transferred
into the Interest Accumulation Account. Total CVRs held in the account were
167,238 valued at $.09 per right at July 31, 1993. There were 1,719
participants in the Contingent Value Rights Account at July 31, 1993.
4. Tax status
The Company obtained a determination letter from the Internal Revenue Service
in May 1995 stating that the Plan, as amended and restated effective January
1, 1992, qualifies under Section 401(a) of the Internal Revenue Code and is
therefore exempt from income taxes thereunder.
10
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<TABLE>
5. Net assets available for benefits by account at December 31, 1994 and 1993 were as follows:
DECEMBER 31, 1994
<CAPTION>
IDS IDS FEDERAL IDS IDS MANAGED
DISCOVERY INCOME INTERNATIONAL RETIREMENT IDS MUTUAL
FUND, INC. FUND, INC. FUND, INC. FUND, INC. FUND, INC.
------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments $2,890,101 $831,800 $4,375,798 $6,388,793 $4,430,597
Cash 109 31 164 240 166
Receivables:
Employer contributions -- -- -- -- --
Employee contributions 57,163 17,809 71,719 97,161 75,952
Dividends 6,525 -- 303,343 -- --
Loans to participants -- -- -- -- --
---------- -------- ---------- ---------- ----------
Total assets $2,953,898 $849,640 $4,751,024 $6,486,194 $4,506,715
---------- -------- ---------- ---------- ----------
LIABILITIES -- -- -- -- --
---------- -------- ---------- ---------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS $2,953,898 $849,640 $4,751,024 $6,486,194 $4,506,715
========== ======== ========== ========== ==========
<CAPTION>
RHONE-POULENC PARTICIPANTS'
IDS NEW AMERICAN INTEREST RORER INC. PROMISSORY
DIMENSIONS EXPRESS TRUST ACCUMULATION COMMON STOCK NOTES COMBINED
FUND, INC. EQUITY INDEX FUND I ACCOUNT ACCOUNT ACCOUNT ACCOUNTS
- ----------- ----------- ------------ ------------ ----------- ------------
<C> <C> <C> <C> <C> <C>
$7,178,093 $17,494,513 $88,094,250 $46,823,405 $ -- $178,507,350
270 657 431,833 300,178 -- 733,648
-- -- -- 559,709 -- 559,709
133,361 104,475 406,635 192,635 -- 1,156,910
336,515 -- -- -- -- 646,383
-- -- -- -- 7,063,127 7,063,127
- ---------- ----------- ----------- ----------- ---------- ------------
$7,648,239 $17,599,645 $88,932,718 $47,875,927 $7,063,127 $188,667,127
- ---------- ----------- ----------- ----------- ---------- ------------
-- -- -- -- -- --
- ---------- ----------- ----------- ----------- ---------- ------------
$7,648,239 $17,599,645 $88,932,718 $47,875,927 $7,063,127 $188,667,127
========== =========== =========== =========== ========== ============
DECEMBER 31, 1993
<CAPTION>
IDS IDS FEDERAL IDS IDS MANAGED
DISCOVERY INCOME INTERNATIONAL RETIREMENT IDS MUTUAL
FUND, INC. FUND, INC. FUND, INC. FUND, INC. FUND, INC.
---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments $2,735,598 $877,163 $2,291,062 $5,117,380 $4,419,318
Cash 233 75 197 436 377
Receivables:
Employer contributions -- -- -- -- --
Employee contributions 63,626 22,734 49,311 96,725 86,031
Loans to participants -- -- -- -- --
---------- -------- ---------- ---------- ----------
Total assets $2,799,457 $899,972 $2,340,570 $5,214,541 $4,505,726
---------- -------- ---------- ---------- ----------
LIABILITIES -- -- -- -- --
---------- -------- ---------- ---------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS $2,799,457 $899,972 $2,340,570 $5,214,541 $4,505,726
========== ======== ========== ========== ==========
<CAPTION>
RHONE-POULENC PARTICIPANTS'
IDS NEW IDS TRUST INTEREST RORER INC. PROMISSORY
DIMENSIONS COLLECTIVE ACCUMULATION COMMON STOCK NOTES COMBINED
FUND, INC. EQUITY INDEX II ACCOUNT ACCOUNT ACCOUNT ACCOUNTS
- ------------ ----------- ----------- ----------- ----------- ------------
<C> <C> <C> <C> <C> <C>
$6,174,058 $18,717,374 $79,755,198 $37,692,017 $ -- $157,779,168
524 1,587 203,827 222,346 -- 429,602
-- -- -- 623,664 -- 623,664
133,112 129,203 507,934 254,904 -- 1,343,580
-- -- -- -- 6,609,435 6,609,435
- ------------ ----------- ----------- ----------- ---------- ------------
$6,307,694 $18,848,164 $80,466,959 $38,792,931 $6,609,435 $166,785,449
- ------------ ----------- ----------- ----------- ---------- ------------
-- -- -- -- -- --
- ------------ ----------- ----------- ----------- ---------- ------------
$6,307,694 $18,848,164 $80,466,959 $38,792,931 $6,609,435 $166,785,449
============ =========== =========== =========== ========== ============
11
</TABLE>
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<TABLE>
6. Changes in net assets available for benefits for the year ended December 31, 1994 were as follows:
<CAPTION>
IDS IDS FEDERAL IDS IDS MANAGED
DISCOVERY INCOME INTERNATIONAL RETIREMENT IDS MUTUAL
FUND, INC. FUND, INC. FUND, INC. FUND, INC. FUND, INC.
--------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employer $ -- $ -- $ -- $ -- $ --
Employee 751,055 279,853 931,299 1,258,283 1,034,002
Investment income:
Interest income 24,764 10,538 22,015 31,063 28,103
Dividend income 6,525 47,401 303,343 529,673 403,617
Net (depreciation)
appreciation (223,279) (49,127) (473,877) (827,477) (539,100)
Transfers, net (266,845) (223,086) 1,751,793 642,164 (578,667)
--------- --------- ---------- --------- --------
Total additions 292,220 65,579 2,534,573 1,633,706 347,955
--------- --------- ---------- --------- --------
DEDUCTIONS
Withdrawals and
terminations (137,779) (115,911) (124,119) (362,053) (346,966)
--------- -------- --------- --------- --------
NET INCREASE 154,441 (50,332) 2,410,454 1,271,653 989
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 2,799,457 899,972 2,340,570 5,214,541 4,505,726
---------- -------- ---------- ---------- ----------
End of year $2,953,898 $849,640 $4,751,024 $6,486,194 $4,506,715
========== ======== ========== ========== ==========
<CAPTION>
AMERICAN RHONE-POULENC PARTICIPANTS'
IDS NEW IDS TRUST EXPRESS TRUST INTEREST RORER INC. PROMISSORY
DIMENSIONS COLLECTIVE EQUITY INDEX ACCUMULATION COMMON STOCK NOTES COMBINED
FUND ,INC. EQUITY INDEX II FUND I ACCOUNT ACCOUNT ACCOUNT ACCOUNTS
- ----------- ---------- --------- ---------- ---------- ---------- -----------
<C> <C> <C> <C> <C> <C> <C>
$ -- $ -- $ -- $ -- $7,377,891 $ -- $ 7,377,891
1,752,170 (3,512) 1,413,438 5,381,141 2,581,446 -- 15,379,175
45,828 4,932 49,227 6,793,918 100,949 -- 7,111,337
336,515 32,146 464,203 -- 1,287,578 -- 3,411,001
(565,548) 565,023 (853,286) (23,899) 264,050 -- (2,726,520)
47,827 (19,308,225) 17,400,797 988,960 (908,410) 453,692 --
- ----------- ----------- ---------- ---------- ---------- ----------- ----------
1,616,792 (18,709,636) 18,474,379 13,140,120 10,703,504 453,692 30,552,884
- ----------- ----------- ---------- ---------- ---------- ----------- ----------
(276,247) (138,528) (874,734) (4,674,361) (1,620,508) -- (8,671,206)
- ----------- ----------- ---------- ---------- ---------- ----------- -----------
1,340,545 (18,848,164) 17,599,645 8,465,759 9,082,996 453,692 21,881,678
6,307,694 18,848,164 -- 80,466,959 38,792,931 6,609,435 166,785,449
- ----------- ----------- ----------- ----------- ----------- ---------- ------------
$7,648,239 $ -- $17,599,645 $88,932,718 $47,875,927 $7,063,127 $188,667,127
=========== =========== =========== =========== =========== ========== ============
<FN>
Transfers include new loans issued of $2,843,165 and repayments of $2,150,240.
</FN>
</TABLE)
12
<PAGE>
<PAGE>
</TABLE>
<TABLE>
Changes in net assets available for benefits for the year ended December 31, 1993 were as follows:
<CAPTION>
IDS IDS FEDERAL IDS IDS MANAGED
DISCOVERY INCOME INTERNATIONAL RETIREMENT IDS MUTUAL
FUND INC. FUND, INC. FUND, INC. FUND, INC. FUND, INC.
---------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employer $ -- $ -- $ -- $ -- $ --
Employee 563,405 284,172 292,138 952,600 873,397
Investment income:
Interest income 15,639 8,834 6,238 19,560 18,415
Dividend income 103,892 65,091 53,565 409,422 355,467
Net (depreciation)
appreciation 114,570 (31,989) 228,403 128,591 (44,441)
Transfers, net 2,042,215 642,718 1,862,676 3,858,036 3,428,676
---------- ------- --------- --------- ---------
Total additions 2,839,721 968,826 2,443,020 5,368,209 4,631,514
---------- ------- --------- --------- ---------
DEDUCTIONS
Withdrawals and
termination 40,264 68,854 102,450 153,668 125,788
---------- ------- --------- --------- ---------
NET INCREASE 2,799,457 899,972 2,340,570 5,214,541 4,505,726
NET ASSETS AVAILABLE
FOR BENEFITS
Beginning of year -- -- -- -- --
---------- -------- ---------- ---------- ----------
End of year $2,799,457 $899,972 $2,340,570 $5,214,541 $4,505,726
========== ======== ========== ========== ==========
<CAPTION>
RHONE-POULENC PARTICIPANTS'
IDS NEW IDS TRUST INTERESTS RORER INC. PROMISSORY
DIMENSIONS COLLECTIVE ACCUMULATION COMMON STOCK NOTES COMBINED
FUND INC. EQUITY INDEX II ACCOUNT & CVR ACCOUNTS ACCOUNT ACCOUNTS
- ----------- ---------- --------- ---------- ----------- -----------
<C> <C> <C> <C> <C> <C>
$ -- $ -- $ -- $6,188,047 $ -- $ 6,188,047
1,232,533 1,759,057 5,519,331 3,619,814 -- 15,096,447
29,541 61,618 6,656,249 113,645 -- 6,929,739
296,726 478,739 -- 960,951 -- 2,723,853
216,049 1,287,334 -- (10,432,156) -- (8,533,639)
4,780,146 (5,135,935) (9,052,492) (4,847,322) 2,421,282 --
- ---------- ----------- --------- --------- ---------- -----------
6,554,995 (1,549,187) 3,123,088 (4,397,021) 2,421,282 22,404,447
- ---------- ----------- --------- --------- ---------- -----------
247,301 771,935 3,760,766 1,220,601 -- 6,491,627
- ---------- ----------- --------- ---------- ---------- -----------
6,307,694 (2,321,122) (637,678) (5,617,622) 2,421,282 15,912,820
-- 21,169,286 81,104,637 44,410,553 4,188,153 150,872,629
- ---------- ----------- ----------- ----------- ---------- ------------
$6,307,694 $18,848,164 $80,466,959 $38,792,931 $6,609,435 $166,785,449
========== =========== =========== =========== ========== ============
<FN>
Transfers include new loans issued of $4,017,459 and repayments of $1,596,177.
</FN>
</TABLE>
13
<PAGE>
<PAGE>
ITEM 27 (a)
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
at December 31, 1994
<TABLE>
<CAPTION>
Party-
in-
interest Identity of Issue Description of Investment Cost Current Value
- -------- -------------------------- ---------------------------------- ----------- --------------
<S> <C> <C> <C> <C>
N/A IDS Discovery Fund, Inc. Equity mutual fund
(260,276 units at $11.104 per unit) $2,973,045 $2,890,101
N/A IDS Federal Income Fund, Inc. Fixed income mutual fund
(174,199 units at $4.775 per unit) 889,579 831,800
N/A IDS International Fund, Inc. Equity mutual fund
(462,314 units at $9.465 per unit) 4,678,769 4,375,798
N/A IDS Managed Retirement Fund, Balanced mutual fund
Inc. (617,573 units at $10.345 per unit) 7,091,951 6,388,793
N/A IDS Mutual, Inc. Balanced mutual fund
(402,014 units at $11.021 per unit) 4,979,749 4,430,597
N/A IDS New Dimensions Fund, Inc. Equity mutual fund
(540,153 units at $13.289 per unit) 7,567,735 7,178,093
N/A American Express Trust Equity Equity Index Account
Index Fund I (1,437,629 units at $12.169 per unit) 18,227,188 17,494,513
* Rhone-Poulenc Rorer Inc. Common Rhone-Poulenc Rorer Inc. Common Stock
Stock (1,282,833 shares at $36.50 per share) 50,593,910 46,823,405
N/A Aetna Group Deferred Annuity Interest Accumulation Account
Contract (Interest rate of 9.05%; matures 10/2/97) 35,930,628 52,282,806
N/A John Hancock Group Deferred Interest Accumulation Account
Annuity Contracts (Interest rates of 5.56% and 8.92%;
mature 1/31/98) 8,500,000 10,968,638
N/A The Prudential Group Deferred Interest Accumulation Account
Annuity Contract (Interest rate of 6.52%; matures 12/30/2000) 11,500,000 13,582,441
N/A New York Life Group Deferred Interest Accumulation Account
Annuity Contract (Interest rate of 5.53%; matures 1/15/2000) 10,742,000 11,260,365
N/A American Express Trust Income Income fund 432,731 431,833
Fund II
N/A American Express Trust Money Money market fund 300,178 300,178
Market Fund I
N/A Participant Promissory Notes Participant loans -- 7,063,127
------------- -------------
$164,407,463 $186,302,488
============= =============
</TABLE>
14
<PAGE>
<PAGE>
ITEM 27 (a)
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
SCHEDULE OF ASSETS BOTH ACQUIRED AND
DISPOSED OF WITHIN THE PLAN YEAR
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Costs of Proceeds of
Identity of Issue Description of Asset Acquisitions Dispositions
- ------------------------------ ---------------------------------------- ------------- -------------
<S> <C> <C> <C>
IDS Federal Income Fund, Inc Fixed income mutual fund, 87,487 units ($453,968) $ 428,388
IDS Discovery Fund, Inc Equity mutual fund, 102,562 units (1,189,997) 1,146,764
IDS International Fund Inc. Equity mutual fund, 73,434 units (728,857) 760,845
IDS Managed Retirement Fund Inc. Balanced mutual fund, 108,887 units (1,263,178) 1,239,870
IDS Mutual, Inc. Balanced mutual fund, 124,565 units (1,567,809) 1,504,560
IDS New Dimensions Fund, Inc. Equity mutual fund, 119,962 units (1,682,131) 1,678,787
John Hancock Group Deferred 5.56% deferred annuity contract maturing
Annuity Contract 1/31/98, 280,446 face amount (280,446) 273,000
New York Life Group Deferred Annuity 5.53% deferred annuity contract maturing
Contracts 1/15/2000, 2,805,000 face amount (2,805,000) 2,805,000
Rhone-Poulenc Rorer Common Stock 70,750 common shares (2,824,570) 2,513,681
American Express Trust Income Fund II Income fund, 579,176 units (8,265,942) 8,266,921
American Express Trust Equity Index
Fund I Equity index account, 227,567 units (2,850,493) 2,727,800
IDS Trust Collective Equity Index II Equity index account, 13,731 units (192,533) 192,533
American Express Trust Money Market
Fund I Money market fund, 27,484,385 face amount (27,484,385) 27,484,385
Participant Promissory Notes Participant loans of $2,399,174 at interest rates
of 6.75% to 8.50% -- --
-------------- ------------
($51,589,309) $51,022,534
============== ============
</TABLE>
15
<PAGE>
<PAGE>
ITEM 27 (d)
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
for the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Identity of
Party Number of Net Purchase Net Selling Current Net Gain
Involved Description of Asset Transactions Price Price Cost Value or (Loss)
- ---------------- ------------------------ --------- ----------- ---------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Single transactions exceeds 5% of value
IDS Bank & Trust Aetna Group Deferred
Annuity Contract at
9.05%, matures 10/2/97;
11,660,708 units 1 $ -- $ 1.00 $11,586,505 $11,660,708 $ 74,203
IDS Bank & Trust American Express Trust
Equity Index Fund I;
1,532,510 units 1 12.412 -- 19,021,509 19,021,509 --
IDS Bank & Trust IDS Trust Collective Equity
Index II; 1,612,258 units 1 -- 11.857 16,819,259 19,116,547 2,297,288
IDS Bank & Trust American Express Trust
Money Market Fund I;
8,528,888 units 1 1.00 -- 8,528,888 8,528,888 --
Series of transactions with same broker exceeds 5% of value
IDS Bank & Trust Interest Accumulation
Account; Group Deferred 16 1.00 -- 16,547,000 16,547,000 --
Annuity Contracts at rates
from 5.58% to 9.05%; 9 -- 1.00 14,664,505 14,738,708 74,204
maturing 1997-2000
IDS Bank & Trust Participant Promissory 148 1.00 -- 2,818,777 2,818,777 --
Notes at interest
rates of 6.75% to 8.50% 113 -- 1.00 2,386,053 2,386,053 --
</TABLE>
16
<PAGE>
<PAGE>
ITEM 27 (d)
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
for the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Identity Number
of Party of Trans Net Purchase Net Selling Current Net Gain
Involved Description of Asset actions Price Price Cost Value or (Loss)
- -------- -------------------- -------- ------------ ----------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Series of transactions in the same security exceeds 5% of value
IDS Bank Rhone-Poulenc Rorer 38 $32.375 to $39.500 $11,613,129 $11,613,129 --
& Trust Common Stock 29 $32.375 to $39.500 2,824,568 2,513,681 (310,887)
IDS Bank American Express Trust 75 13.991 to 14.532 8,698,669 8,698,669 --
& Trust Income Fund II 127 13.993 to 14.562 8,265,949 8,266,928 979
IDS Bank American Express Trust 56 11.562 to 12.467 21,077,680 21,077,680 --
& Trust Equity Index Fund I 157 11.049 to 11.288 2,850,505 2,727,808 (122,697)
IDS Bank IDS Trust Collective 8 11.497 to 11.699 192,534 192,534 --
& Trust Equity Index II 26 11.049 to 11.888 17,148,580 19,473,281 2,324,701
IDS Bank American Express Trust 161 1.00 27,484,389 27,484,389 --
& Trust Money Market Fund I 239 1.00 27,816,170 27,816,170 --
</TABLE>
17
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No.
1 Consent of Independent Accountants
18
<PAGE>
<PAGE>
Exhibit 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Rhone-Poulenc Rorer Inc. on Form S-8 (Registration No. 33-17269) of our report
dated June 9, 1995, on our audits of the financial statements and supplemental
schedules of Rhone-Poulenc Rorer Inc. Employee Savings Plan as of December 31,
1994 and 1993, and for the years ended December 31, 1994 and 1993 which report
is included in this Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
June 27, 1995
19
