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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A1
AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
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COMMISSION FILE NUMBER 1-5851
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RHONE-POULENC RORER INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 23-1699163
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
500 ARCOLA ROAD
COLLEGEVILLE, PENNSYLVANIA 19426
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 610-454-8000
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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<S> <C>
Common shares (without par value), New York Stock Exchange
stated value $1 per share Paris Stock Exchange
Market Auction Preferred Shares
(without par value), liquidation
preference $1,000 per share
Flexible Money Market Preferred Stock
(without par value), liquidation
preference $100,000 per share
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
As of January 31, 1995, the aggregate market value of the voting stock
held by non-affiliates of the registrant was approximately $1,518,912,057.
Common shares outstanding as of January 31, 1995 were 134,099,589.
_________________
DOCUMENTS INCORPORATED BY REFERENCE
The following documents have been incorporated by reference in this report:
<TABLE>
<CAPTION>
DOCUMENT PARTS INTO WHICH INCORPORATED
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<S> <C>
Proxy Statement dated March 17, 1995 in
connection with the April 25, 1995
Annual Meeting of Shareholders Part III
</TABLE>
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The Exhibit Index is located on page 4
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The undersigned registrant hereby amends the following item to its Annual Report
on Form 10-K for the fiscal year ended December 31, 1994:
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
1. Consolidated financial statements:
Consolidated Statements of Income*
Consolidated Balance Sheets*
Consolidated Statements of Cash Flows*
Notes to Consolidated Financial Statements*
Responsibility for Financial Statements*
Report of Independent Accountants*
2. Financial statement schedules:
Valuation and Qualifying Accounts (Schedule II)*
Schedules not listed above have been omitted because they are not applicable.
3. Exhibits:
A complete listing of exhibits required is given on pages 4 and 5 of this
report.
(b) The Company filed the following Current Reports on Form 8-K:
. Form 8-K dated December 22, 1994 describing the transfers of its
U.S. and Canadian over-the-counter businesses to Ciba-Geigy
Limited
. Form 8-K dated February 22, 1995 announcing the agreement between
Armour Pharmaceutical Company and Behringwerke AG to form a
plasma proteins business joint venture
* previously filed
1
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 1 TO ITS
ANNUAL REPORT ON FORM 10-K TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THERETO DULY AUTHORIZED.
RHONE-POULENC RORER INC.
MARCH 22, 1995 BY /s/ PATRICK LANGLOIS
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PATRICK LANGLOIS
SENIOR VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS AMENDMENT NO. 1 TO ITS ANNUAL REPORT ON FORM 10-K HAS BEEN SIGNED BELOW BY
THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON
THE DATES INDICATED.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
ROBERT E. CAWTHORN* Chairman, Chief Executive MARCH 22, 1995
- -------------------------------- Officer and Director
ROBERT E. CAWTHORN
/s/ PATRICK LANGLOIS Senior Vice President MARCH 22, 1995
- -------------------------------- and Chief Financial Officer
PATRICK LANGLOIS (Principal Financial Officer and
Principal Accounting Officer)
JEAN-JACQUES BERTRAND* Director MARCH 22, 1995
- --------------------------------
JEAN-JACQUES BERTRAND
JEAN-MARC BRUEL* Director MARCH 22, 1995
- --------------------------------
JEAN-MARC BRUEL
MICHEL DE ROSEN* Director, President and MARCH 22, 1995
- -------------------------------- Chief Operating Officer
MICHEL DE ROSEN
CHARLES-HENRI FILIPPI* Director MARCH 22, 1995
- --------------------------------
CHARLES-HENRI FILIPPI
CLAUDE HELENE* Director MARCH 22, 1995
- --------------------------------
CLAUDE HELENE
</TABLE>
2
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<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
MICHAEL H. JORDAN* Director MARCH 22, 1995
- --------------------------------
MICHAEL H. JORDAN
MANFRED E. KAROBATH, MD* Director, Senior Vice MARCH 22, 1995
- -------------------------------- President, Research and
MANFRED E. KAROBATH, MD Development
IGOR LANDAU* Director MARCH 22, 1995
- --------------------------------
IGOR LANDAU
PETER J. NEFF* Director MARCH 22, 1995
- --------------------------------
PETER J. NEFF
JAMES S. RIEPE* Director MARCH 22, 1995
- --------------------------------
JAMES S. RIEPE
EDWARD J. STEMMLER, MD* Director MARCH 22, 1995
- --------------------------------
EDWARD J. STEMMLER, MD
JEAN-PIERRE TIROUFLET* Director MARCH 22, 1995
- --------------------------------
JEAN-PIERRE TIROUFLET
* By his signature set forth below, Richard B. Young, pursuant to duly
authorized powers of attorney filed with the Securities and Exchange Commission,
has signed this report on behalf of the persons whose signatures are printed
above, in the capacities set forth opposite their respective names.
/s/ RICHARD B. YOUNG Vice President and Secretary, MARCH 22, 1995
- -------------------------------- (Attorney-in-fact)
RICHARD B. YOUNG
</TABLE>
3
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EXHIBIT INDEX
(3) a.* The By-laws of the Company are incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year ended December 31,
1990.
b.* The Amended and Restated Articles of Incorporation of the Company as
of January 31, 1992 are incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993.
c.* Articles of Amendment dated July 16, 1993 to The Amended and Restated
Articles of Incorporation of the Company as of January 31, 1992 are
incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993.
(4) a.* $1,600,000,000 Revolving Credit Facility Agreement dated April 30,
1990 is incorporated herein by the reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1991.
b.* Deposit Agreement dated July 19, 1993 among Rhone-Poulenc Rorer Inc.,
Bankers Trust Company as Depositary, and the holders from time to time
of the Depositary Receipts is incorporated herein by reference to the
Company's Current Report on Form 8-K dated July 12, 1993.
(10) Material Contracts.
a.* Joint Venture Agreement dated February 22, 1995 among Armour
Pharmaceutical Company and Plasma Enterprises, Inc. and Behringwerke
AG.
b.* Amended and Restated Asset Purchase Agreement dated as of December 22,
1994 among Rhone-Poulenc Rorer Pharmaceuticals Inc., Rhone-Poulenc
Rorer Caribbean Inc. and Ciba Self-Medication, Inc.
c.* Intellectual Property Agreement dated as of December 30, 1994 between
Rorer Pharmaceuticals Products Inc. and Ciba Self-Medication, Inc.
d.* Form of Lease Agreement among the Company, Rhone-Poulenc Rorer
Pharmaceuticals Inc. and the Owner Trustee is incorporated herein by
reference to Exhibit 4.2.2 of the Company's Registration Statement No.
33-53378 on Form S-3, filed with the Securities and Exchange
Commission on October 16, 1992.
e.* Armour Pharmaceutical Company Pension Program Amended and Restated
effective January 1, 1989.
f.* Pension Plan of Rhone-Poulenc Rorer Inc. Amended and Restated
effective January 1, 1989.
g.* Rhone-Poulenc Rorer Pharmaceuticals Inc. Fort Washington Hourly
Employees' Pension Plan effective January 1, 1990.
h.* Rhone-Poulenc Rorer Employee Savings Plan as Amended and Restated
effective January 1, 1992.
i.* The Rorer Group Inc. Stock Plan, adopted April 23, 1985, is
incorporated herein by reference to the Registration Statement on Form
S-8 (No. 33-2403) dated December 23, 1985.
j.* The Rhone-Poulenc Rorer Inc. Amended and Restated Stock Plan, adopted
March 12, 1990, is incorporated herein by reference to the Company's
Proxy Statement dated June 29, 1990, filed in connection with the July
31, 1990 Annual Meeting of Shareholders.
k.* The Rhone-Poulenc Rorer Inc. Equity Compensation Plan is incorporated
herein by reference to the Company's Proxy Statement dated June 29,
1990, filed in connection with the July 31, 1990 Annual Meeting of
Shareholders.
l.* The Rhone-Poulenc Rorer Senior Partner Long-Term Capital Plan,
effective January 1, 1994 is incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1994.
m.* The Rhone-Poulenc Rorer Inc. Executive Deferral Plan, effective
December 1, 1993, is incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.
n.* The Rorer Group Inc. Incentive Stock Option Plan, adopted April 27,
1982, is incorporated herein by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1989.
4
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o.* Amendment to the Rhone-Poulenc Rorer Inc. Incentive Stock Option Plan,
effective March 11, 1990, is incorporated herein by reference to the
Form 8, Amendment No. 1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1989.
p.* The Rorer Group Inc. Non-Qualified Stock Option Plan, adopted April
24, 1973, is incorporated herein by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1989.
q.* The Rhone-Poulenc Rorer Inc. Annual Performance Incentive Plan is
incorporated herein by reference to the Form 8, Amendment No. 1 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1989.
r.* The Rhone-Poulenc Rorer Inc. Retirement Plan for Outside Directors,
adopted January 1, 1988, is incorporated herein by reference to the
Form 8, Amendment No. 1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1989.
s.* The Rhone-Poulenc Rorer Inc. Supplemental Executive Retirement Plan,
adopted January 1, 1988, is incorporated herein by reference to the
Form 8, Amendment No. 1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1989.
t.* The Rhone-Poulenc Rorer Inc. Director Deferred Compensation Plan,
effective March 1, 1987, is incorporated herein by reference to the
Form 8, Amendment No. 1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1987.
u.* Acquisition Agreement, dated as of March 12, 1990, between Rorer Group
Inc. and Rhone-Poulenc S.A., is incorporated herein by reference to
the Company's Current Report on Form 8-K dated March 12, 1990.
v.* Employment agreement with Robert E. Cawthorn, dated March 12, 1990, is
incorporated herein by reference to the Company's Current Report on
Form 8-K, dated March 12, 1990.
w.* Employment agreement with Manfred Karobath, dated January 27, 1992, is
incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992.
x.* Employment agreement with Timothy Rothwell, dated January 3, 1995.
y.* The Indemnification Agreements between Rorer Group Inc. and
Indemnified Representatives effective July 1, 1987, are incorporated
herein by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1987.
z.* Supplemental Benefit and Deferred Compensation Trust Agreement, dated
May 10, 1988, between Rorer Group Inc. and Philadelphia National Bank,
as Trustee, is incorporated herein by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1989.
(11) * Statement re: Computation of Earnings per Share.
(12) * Statement re: Computation of Ratios.
(21) * Subsidiaries of the Registrant.
(23) * Consent of Independent Accountants.
(24) * Powers of Attorney.
(27) Financial Data Schedule.
* previously filed
5
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from condensed
consolidated Balance Sheet and the related condensed consolidated Statement of
Income for the year ended December 31, 1994 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 119
<SECURITIES> 0
<RECEIVABLES> 805
<ALLOWANCES> 75
<INVENTORY> 547
<CURRENT-ASSETS> 1,892
<PP&E> 2,173
<DEPRECIATION> 1,050
<TOTAL-ASSETS> 4,363
<CURRENT-LIABILITIES> 1,367
<BONDS> 0
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0
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<TOTAL-LIABILITY-AND-EQUITY> 4,363
<SALES> 4,175
<TOTAL-REVENUES> 4,175
<CGS> 1,371
<TOTAL-COSTS> 3,604
<OTHER-EXPENSES> 38
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<INCOME-TAX> 134
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<NET-INCOME> 332
<EPS-PRIMARY> 2.45
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