<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 11-K
Annual Report Pursuant to Section 15(d) of
The Securities Exchange Act of 1934
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the period* ended September 30, 1996
-------------------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ____________ to ___________
Commission File Number 1-5851 (Rhone-Poulenc Rorer Inc.)
--------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
CENTEON L.L.C.
EMPLOYEE SAVINGS PLAN
1020 First Avenue
King of Prussia, PA 19406-1310
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
RHONE-POULENC RORER INC.
500 Arcola Road
Collegeville, PA 19426-0107
* This report is being filed pursuant to General Instruction A(2)(ii) of Form
S-8.
<PAGE>
CENTEON L.L.C. EMPLOYEE SAVINGS PLAN
----------------------------
For the period from January 1, 1996 (inception) to September 30, 1996
1
<PAGE>
CENTEON L.L.C. EMPLOYEE SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
__________
<TABLE>
<CAPTION>
Page Nos.
---------
<S> <C>
Financial Statements:
Report of Independent Accountants 3
Statement of Financial Condition at
September 30, 1996 4
Statement of Income and Changes in Plan Equity
for the period from January 1, 1996 (inception) to September 30, 1996 5
Notes to Financial Statements 6-15
</TABLE>
2
<PAGE>
Report of Independent Accountants
---------------------------------
To the Employee Savings Plan Committee:
We have audited the accompanying statement of financial condition of the Centeon
L.L.C. Employee Savings Plan ("the Plan") as of September 30, 1996, and the
related statement of income and changes in plan equity for the period from
January 1, 1996 (inception) to September 30, 1996. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Plan as of September 30,
1996, and its income and changes in plan equity for the period from January 1,
1996 (inception) to September 30, 1996, in conformity with generally accepted
accounting principles.
/S/ COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
December 19, 1996
3
<PAGE>
CENTEON L.L.C. EMPLOYEE SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
September 30,
1996
-------------
<S> <C>
ASSETS
Investments $36,196,539
Cash 579
Receivables:
Employer contributions 110,550
Employee contributions 444,961
-----------
555,511
Loans to participants 1,263,928
-----------
Total assets 38,016,557
-----------
LIABILITIES -
PLAN EQUITY $38,016,557
===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
CENTEON L.L.C. EMPLOYEE SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
<TABLE>
<CAPTION>
For the period from
January 1, 1996
(inception) to
September 30, 1996
-------------------
<S> <C>
ADDITIONS
Contributions:
Employer $ 1,095,279
Employee 2,594,167
Investment income:
Interest income 760,168
Dividend income 233,114
Net appreciation of investments 4,638,344
-----------
Total additions 9,321,072
DEDUCTIONS
Withdrawals and terminations 439,666
-----------
NET INCREASE BEFORE TRANSFERS 8,881,406
TRANSFERS FROM OTHER PLANS
January 1, 1996 29,135,151
-----------
NET INCREASE 38,016,557
-----------
PLAN EQUITY:
Beginning of period -
-----------
End of period $38,016,557
===========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
CENTEON L.L.C. EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1. Summary of Significant Plan Provisions
Plan Creation and Description
- -----------------------------
Centeon L.L.C. was created on January 1, 1996 as a joint venture between Rhone-
Poulenc Rorer Inc.("RPR") and Hoechst AG ("Hoechst"). The joint venture is
dedicated to the plasma protein business of each of its parents. Concurrent
with the creation of the joint venture, the Centeon L.L.C. Employee Savings Plan
(the "Plan") was created as a spin-off of the RPR Employee Savings Plan. The
Plan is a voluntary, defined contribution 401(k) plan for salaried and hourly
employees of Centeon L.L.C. and its U.S. subsidiaries, Centeon Sales Force Inc.
and Centeon Management, L.L.C. (collectively, the "Company").
Transfers From Other Plans
- --------------------------
Effective January 1, 1996, plan assets totaling $29,135,151 were transferred
into the Plan from the Rhone-Poulenc Rorer Employee Savings Plan. This amount
represents the participant balances of 810 former Rhone-Poulenc Rorer employees
who transferred to Centeon L.L.C.
The amount of the transfer, by fund, was as follows:
<TABLE>
<S> <C>
IDS Discovery Fund, Inc. $ 461,692
IDS Federal Income Fund, Inc. 184,624
IDS International Fund, Inc. 650,141
IDS Managed Allocation Fund, Inc. 912,503
IDS Mutual 1,044,503
IDS New Dimensions Fund, Inc. 1,649,841
American Express Trust Equity Index Fund I 2,134,261
Interest Accumulation Account 10,842,017
Rhone-Poulenc Rorer Inc. Common Stock Account 10,135,534
Participants' Promissory Notes Account 1,120,035
-----------
$29,135,151
===========
</TABLE>
Trustee and Recordkeeper
- ------------------------
The American Express Trust Company (the "Trustee") is the Plan's recordkeeper
and trustee.
Plan Administrator
- ------------------
The Employee Savings Plan Committee (the "Committee"), as appointed by the
Company's Board of Directors, is responsible for the general administration of
the Plan.
Eligibility
- -----------
Any employee, who was a participant in either the Hoechst or RPR savings plans
immediately prior to January 1, 1996 or the date on which their employment is
transferred from RPR or Hoechst to the Company, is eligible to participate in
the Plan on their first day of employment. All other 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 September 30,
1996, there were 851 participants in the Plan.
6
<PAGE>
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 per year, on which the employer match applies) 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 1996 plan year, the total of such contributions can not exceed $9,500.
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.
The Company's basic matching contribution for plan participants contributing at
least 6% is as follows:
<TABLE>
<CAPTION>
Portion of 6% Basic Contribution Company Contribution Percentage
-------------------------------- -------------------------------
<S> <C>
1st 1% 100%
2nd 1% 90%
3rd 1% 80%
4th through 6th 1% 50%
</TABLE>
Vesting
- -------
All participants are fully vested at all times in all amounts held in their
accounts.
Investment Options
- ------------------
Investment options include the following vehicles: IDS Discovery Fund, Inc.;
IDS Federal Income Fund, Inc.; IDS International Fund, Inc.; IDS Managed
Allocation Fund, Inc.; IDS Mutual; IDS New Dimensions Fund, Inc. (collectively,
the "IDS funds"); American Express Trust Equity Index Fund I; Interest
Accumulation Account; and Rhone-Poulenc Rorer Inc. Common Stock Account.
Effective June 3, 1996, four new investment options were made available to
participants: IDS Selective Fund, Inc. (Class Y); IDS Growth Fund, Inc. (Class
Y); Templeton Foreign Fund (Class II); and AIM Constellation Fund (Class B).
The IDS funds are managed by American Express Financial Corporation.
Participants may choose any combination of available investment vehicles in
increments of one percent of their contribution.
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 account 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 upon the receipt of appropriate
documentation from his designated beneficiary. 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, distributions for reasons other than death may be made
under a continuous withdrawal method at the discretion of the Committee.
Deferrals of distributions can not be made past the age of 70 1/2. Withdrawals
and distributions are recorded when paid.
While employed, a participant may make certain withdrawals upon written notice
of (1) employer contributions which are held in investment vehicles other than
the Rhone-Poulenc Rorer Inc. Common Stock Account and which have been held in
such vehicles for at least two years, and (2) basic and supplemental
contributions for the reason of financial hardship, as defined in the Plan.
Hardship withdrawals must be approved by the Committee. At the age of 59 1/2,
the participant may withdraw any portion of his basic and supplemental
contribution amounts.
7
<PAGE>
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 and the total outstanding does
not exceed $50,000. Only one loan may be made every 365 days and all loans are
subject to approval by the Committee. Loan terms are generally limited to five
years with no penalty for early repayment. Interest rates are determined by the
Committee in accordance with prevailing market rates on similar types of loans.
Interest paid by the participant is credited to the participant's account.
If a participant defaults on an outstanding loan, the unpaid amount is treated
as a taxable withdrawal and is subject to the ten percent surtax (prior to age
59-1/2) referred to above and federal income taxes. 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 then either default on the loan or 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.
8
<PAGE>
NOTE 2. Summary of Significant Accounting Policies
Investments
- -----------
All of the IDS funds and the American Express Trust Equity Index Fund I, the
Templeton Foreign Fund and the AIM Constellation Fund are stated at the fair
market value of the particular fund. The Interest Accumulation Account is stated
at contract value (cost plus interest income earned on a daily accrual basis)
which approximates fair value. The Rhone-Poulenc Rorer Inc. Common Stock
Account is stated at the fair market value of RPR's common stock.
Concentration of Credit Risk
- ----------------------------
The Plan has invested substantially all of its assets in investment accounts
with five insurance companies, in American Express Trust Company funds, the
Templeton Foreign Fund, the AIM Constellation Fund and in Rhone-Poulenc Rorer
Inc. common stock. Assets 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, or the AIM Constellation
Fund. The IDS Federal Income Fund, Inc. holds approximately 71% of its total
assets in securities issued by the Federal National Mortgage Association
("FNMA") or the Federal Home Loan Mortgage Corporation ("FHLMC") and an
additional 16% in various other U.S. Government securities, primarily U.S.
Treasury Bills and Resolution Funding Corp bonds. The IDS Selective Fund, Inc.
holds approximately 8% of its total assets in securities issued by the FNMA or
FHLMC and an additional 35% 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 26%, 13% and 8%, respectively, of the total fund balance. The
Templeton Foreign Fund holds securities in companies located in other countries
with no single country investments exceeding 7% of the net assets of the fund.
The Plan requires no collateral to support its 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 fifteen days after the end of the calendar month in which the Company 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 Appreciation (Depreciation) of Investments
- ----------------------------------------------
The Plan presents in the Statements of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains (losses) and unrealized
appreciation (depreciation) on those investments.
Use of Estimates
- ----------------
Certain amounts included in the accompanying financial statements and related
footnotes reflect the use of estimates based on assumptions made by the Plan's
management. Actual amounts could differ from those estimates.
9
<PAGE>
NOTE 3. Significant Aspects of Investment Options
IDS Discovery Fund, Inc. (Class Y)
- ----------------------------------
The IDS Discovery Fund, Inc. (Class Y) 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 September 30, 1996 were 58,073 at $12.45 per unit. There
were 173 participants in the fund at September 30, 1996.
IDS Federal Income Fund, Inc. (Class Y)
- ---------------------------------------
The IDS Federal Income Fund, Inc. (Class Y) invests primarily in U.S. government
and government agency securities. Total units and unit values invested in the
fund at September 30, 1996 were 51,994 at $4.945 per unit. There were 74
participants in the fund at September 30, 1996.
IDS International Fund, Inc. (Class Y)
- --------------------------------------
The IDS International Fund, Inc. (Class Y) 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
September 30, 1996 were 76,122 at $10.897 per unit. There were 161 participants
in the fund at September 30, 1996.
IDS Managed Allocation Fund, Inc. (Class Y)
- -------------------------------------------
The IDS Managed Allocation Fund, Inc. (Class Y) (formerly 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 issued by both U.S. and foreign companies. Total units and unit
values invested in the fund at September 30, 1996 were 93,112 at $12.197 per
unit. There were 199 participants in the fund at September 30, 1996.
IDS Mutual (Class Y)
- --------------------
IDS Mutual (Class Y), a part of IDS Investment Series, 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 September 30, 1996 were 102,715 at $13.512 per unit. There were
234 participants in the fund at September 30, 1996.
IDS New Dimensions Fund, Inc. (Class Y)
- ---------------------------------------
The IDS New Dimensions Fund, Inc. (Class Y) 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 September 30, 1996 were 135,325 at $20.527 per unit. There were 347
participants in the fund at September 30, 1996.
IDS Selective Fund, Inc. (Class Y)
- ----------------------------------
The IDS Selective Fund, Inc. (Class Y) is a mutual fund that invests primarily
in investment-grade bonds. Total units and unit values invested in the fund at
September 30, 1996 were 1,354 at $9.065. There were 4 participants in the fund
at September 30, 1996.
IDS Growth Fund, Inc. (Class Y)
- -------------------------------
The IDS Growth Fund, Inc. (Class Y) is a mutual fund that invests primarily in
common stocks and securities convertible into common stocks. Total units and
unit values invested in the fund at September 30, 1996 were 3,694 at $26.566.
There were 31 participants in the fund at September 30, 1996.
10
<PAGE>
American Express Trust Equity Index Fund I
- ------------------------------------------
The American Express Trust Equity Index Fund I is a fund of common stocks
designed to closely match the total investment performance of the Standard and
Poor's 500 Composite Stock Index (the "S&P 500 Index"). The American Express
account portfolio contains all common stock issues represented in the S&P 500
Index except for stock of American Express Financial Corporation. No single
common stock issue can exceed 10% of the account portfolio at the time of
purchase. The fund 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 S&P 500 Index. Total
units and unit values invested in the fund at September 30, 1996 were 168,814 at
$18.945 per unit. There were 309 participants in the fund at September 30, 1996.
Templeton Foreign Fund (Class II)
- ---------------------------------
The Templeton Foreign Fund (Class II) is a mutual fund that invests primarily in
stocks and debt obligations of companies and governments outside the United
States. Total units and unit values invested in the fund at September 30, 1996
were 14,430 at $10.08. There were 25 participants in the fund at September 30,
1996.
AIM Constellation Fund (Class B)
- --------------------------------
The AIM Constellation Fund (Class B) is a mutual fund which invests primarily in
common stocks of medium-sized and smaller emerging growth companies. Total units
and unit values invested in the fund at September 30, 1996 were 7,204 at $25.95.
There were 44 participants in the fund at September 30, 1996.
Interest Accumulation Account
- -----------------------------
Centeon L.L.C. participates in a pooled trust account with the Rhone-Poulenc
Rorer, Inc. and Centeon BioServices, Inc. 401(k) plans with respect to the
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
September 30, 1996 were Aetna Life Insurance Company, John Hancock Mutual Life
Insurance Company, Metropolitan Life Insurance, The Prudential Insurance Company
of America, Principal Mutual Life Insurance Company, Transamerica Occidental
Life Insurance Company, and New York Life Insurance Company. The contracts have
an aggregate fair market value of $100,681,872, of which $12,781,732 represented
Centeon L.L.C.'s interest in the pooled account. The contracts are considered
fully benefit-responsive. Each contract is subject to early termination
penalties which may be significant. The interest rates on funds on deposit in
the Interest Accumulation Account ranged from 5.53 percent to 9.05 percent in
1996. The weighted average interest rate of all outstanding contracts at
September 30, 1996 was 7.69 percent. There were 630 participants in the account
at September 30, 1996.
Rhone-Poulenc Rorer Inc. Common Stock Account
- ---------------------------------------------
Centeon L.L.C. participates in a pooled trust account with the Rhone-Poulenc
Rorer, Inc. and Centeon BioServices, Inc. 401(k) plans with respect to the RPR
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 RPR common shares held in the pooled account as of September
30, 1996 were 1,400,036 of which Centeon L.L.C.'s interest was 171,991 shares.
The RPR common share value as of September 30, 1996 was $73.625 per share. There
were 755 participants in the account at September 30, 1996.
Allocation of Investment Performance
- ------------------------------------
Investment performance (i.e., interest and dividends) within the Funds is
allocated to participant accounts based on a participant's relative unit value
interest in an individual fund at the earnings date.
11
<PAGE>
NOTE 4. Tax Status
The Company intends to file for a determination letter from the Internal Revenue
Service ("IRS") during 1997. However, the Committee and the Plan's legal
counsel believe that the Plan is designed and is currently being operated in
accordance with the applicable provisions of the Internal Revenue Code.
NOTE 5. Summary of Investments
<TABLE>
<CAPTION>
% of Fair Value
of Total
Description Cost Fair Value Investments
- ------------------------------------------ ----------- ---------- ---------------
<S> <C> <C> <C>
IDS Discovery Fund, Inc. $ 652,592 $ 723,011 2%
IDS Federal Income Fund, Inc. 259,579 257,109 1%
IDS International Fund, Inc. 768,625 829,497 2%
IDS Managed Allocation Fund, Inc. 1,070,155 1,135,683 3%
IDS Mutual 1,295,738 1,387,887 4%
IDS New Dimensions Fund, Inc. 2,176,261 2,777,810 8%
IDS Selective Fund, Inc. 12,225 12,273 -
IDS Growth Fund, Inc. 88,819 98,125 -
American Express Trust Equity Index Fund I 2,424,347 3,198,177 9%
Templeton Foreign Fund 143,457 145,459 -
AIM Constellation Fund 178,598 186,948 1%
Interest Accumulation Account 10,598,579 12,781,732 35%
RPR Common Stock Account 7,456,461 12,662,828 35%
----------- ----------- ----
$27,125,436 $36,196,539 100%
=========== =========== ====
</TABLE>
The aggregate amount of unrealized appreciation of investments and realized
gains for the period from January 1, 1996 to September 30, 1996 was $2,782,339
and $1,856,005, respectively.
12
<PAGE>
NOTE 6. Plan Equity by Account
Plan equity by account at September 30, 1996 was as follows:
<TABLE>
<CAPTION>
September 30, 1996
IDS IDS FEDERAL IDS IDS MANAGED IDS NEW IDS IDS
DISCOVERY INCOME INTERNATIONAL ALLOCATION DIMENSIONS SELECTIVE GROWTH
FUND, INC. FUND, INC. FUND, INC. FUND, INC. IDS MUTUAL FUND, INC. FUND, INC. FUND INC.
----------- ----------- ------------- ----------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments $723,011 $257,109 $829,497 $1,135,683 $1,387,887 $2,777,810 $12,273 $98,125
Cash - - - - - - - -
Receivables:
Employer contributions 2,208 785 2,533 3,469 4,239 8,484 37 300
Employee contributions 8,888 3,161 10,197 13,961 17,061 34,147 152 1,206
-------- -------- -------- ---------- ---------- ---------- ------- -------
11,096 3,946 12,730 17,430 21,300 42,631 189 1,506
Loans to participants, net 32 - 89 52 36 34 - -
-------- -------- -------- ---------- ---------- ---------- ------- -------
Total assets 734,139 261,055 842,316 1,153,165 1,409,223 2,820,475 12,462 99,631
-------- -------- -------- ---------- ---------- ---------- ------- -------
LIABILITIES - - - - - - - -
-------- -------- -------- ---------- ---------- ---------- ------- -------
PLAN EQUITY $734,139 $261,055 $842,316 $1,153,165 $1,409,223 $2,820,475 $12,462 $99,631
======== ======== ======== ========== ========== ========== ======= =======
</TABLE>
<TABLE>
<CAPTION>
AMERICAN RHONE-
EXPRESS POULENC PARTICIPANTS'
TRUST AIM INTEREST RORER INC. PROMISSORY
EQUITY INDEX TEMPLETON CONSTELLATION ACCUMULATION COMMON STOCK NOTES COMBINED
FUND I FOREIGN FUND FUND ACCOUNT ACCOUNT ACCOUNT ACCOUNTS
------------ ------------ ------------- ------------ ------------ ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments $3,198,177 $145,459 $186,948 $12,781,732 $12,662,828 $36,196,539
Cash - - - - - $ 579 579
Receivables:
Employer contributions 9,768 444 571 39,038 38,674 - 110,550
Employee contributions 39,315 1,788 2,298 157,125 155,663 - 444,961
---------- -------- -------- ----------- ----------- ---------- -----------
49,083 2,232 2,869 196,163 194,337 - 555,511
Loans to participants, net 69 - - 35 43,589 $1,219,992 1,263,928
---------- -------- -------- ----------- ----------- ---------- -----------
Total assets 3,247,329 147,691 189,817 12,977,930 12,900,754 1,220,571 38,016,557
---------- -------- -------- ----------- ----------- ---------- -----------
LIABILITIES - - - - - - -
---------- -------- -------- ----------- ----------- ---------- -----------
PLAN EQUITY $3,247,329 $147,691 $189,817 $12,977,930 $12,900,754 $1,220,571 $38,016,557
========== ======== ======== =========== =========== ========== ===========
</TABLE>
13
<PAGE>
NOTE 7. Income and changes in Plan Equity by Account
Income and changes in plan equity by account for the period from January 1, 1996
(inception) to September 30, 1996 were as follows:
<TABLE>
<CAPTION>
IDS IDS FEDERAL IDS IDS MANAGED IDS NEW IDS IDS
DISCOVERY INCOME INTERNATIONAL ALLOCATION DIMENSIONS SELECTIVE GROWTH
FUND, INC. FUND, INC. FUND, INC. FUND, INC. IDS MUTUAL FUND, INC. FUND FUND
----------- ----------- ------------- ----------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employer $ 40,645 $ 18,693 $ 37,859 $ 65,595 $ 75,392 $ 124,273 $ 170 $ 2,120
Employee 92,758 55,809 100,948 156,660 179,839 342,803 442 5,155
Investment income:
Interest income 2,715 1,722 2,557 2,637 3,065 6,593 3 122
Dividend income 8,943 22,451 40,872 66
Net appreciation (depreciation)
of Investments 115,728 (5,928) 53,685 51,972 41,028 387,316 48 8,907
Interfund Transfers, net 37,608 (2,724) 4,451 (48,708) 36,222 325,379 11,733 83,327
-------- -------- -------- ---------- ---------- ---------- ------- -------
Total additions 289,454 76,515 199,500 250,607 376,418 1,186,364 12,462 99,631
-------- -------- -------- ---------- ---------- ---------- ------- -------
DEDUCTIONS
Withdrawals and terminations 17,007 84 7,325 9,945 11,698 15,730 - -
-------- -------- -------- ---------- ---------- ---------- ------- -------
NET INCREASE BEFORE TRANSFERS 272,447 76,431 192,175 240,662 364,720 1,170,634 12,462 99,631
-------- -------- -------- ---------- ---------- ---------- ------- -------
TRANSFERS FROM OTHER PLANS
January 1, 1996 461,692 184,624 650,141 912,503 1,044,503 1,649,841 - -
-------- -------- -------- ---------- ---------- ---------- ------- -------
NET INCREASE 734,139 261,055 842,316 1,153,165 1,409,223 2,820,475 12,462 99,631
-------- -------- -------- ---------- ---------- ---------- ------- -------
PLAN EQUITY:
Beginning of period - - - - - - - -
-------- -------- -------- ---------- ---------- ---------- ------- -------
End of period $734,139 $261,055 $842,316 $1,153,165 $1,409,223 $2,820,475 $12,462 $99,631
======== ======== ======== ========== ========== ========== ======= =======
</TABLE>
(continued on next page)
14
<PAGE>
NOTE 7. Income and changes in Plan Equity by Account (continued)
For the period from January 1, 1996 (inception) to September 30, 1996
<TABLE>
<CAPTION>
AMERICAN RHONE-
EXPRESS POULENC PARTICIPANTS'
TRUST AIM INTEREST RORER INC. PROMISSORY
EQUITY INDEX TEMPLETON CONSTELLATION ACCUMULATION COMMON STOCK NOTES COMBINED
FUND I FOREIGN FUND FUND ACCOUNT ACCOUNT ACCOUNT ACCOUNTS
------------ ------------ ------------- ------------ ------------ ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employer $ 89,216 $ 1,900 $ 4,658 $ 371,824 $ 262,934 - $ 1,095,279
Employee 220,528 34,004 39,984 870,317 494,920 - 2,594,167
Investment income:
Interest income 6,037 25 90 701,645 32,957 - 760,168
Dividend income - - - - 160,782 - 233,114
Net appreciation (depreciation)
of Investments 335,982 1,904 8,017 - 3,639,685 - 4,638,344
Interfund Transfers, net 508,018 109,858 139,291 412,200 (1,717,191) $ 100,536 -
---------- -------- -------- ----------- ----------- ---------- -----------
Total additions 1,159,781 147,691 192,040 2,355,986 2,874,087 100,536 9,321,072
---------- -------- -------- ----------- ----------- ---------- -----------
DEDUCTIONS
Withdrawals and terminations 46,713 - 2,223 220,074 108,867 - 439,666
---------- -------- -------- ----------- ----------- ---------- -----------
NET INCREASE BEFORE TRANSFERS 1,113,068 147,691 189,817 2,135,912 2,765,220 100,536 8,881,406
---------- -------- -------- ----------- ----------- ---------- -----------
TRANSFERS FROM OTHER PLANS
January 1, 1996 2,134,261 - - 10,842,017 10,135,534 1,120,035 29,135,151
---------- -------- -------- ----------- ----------- ---------- -----------
NET INCREASE 3,247,329 147,691 189,817 12,977,929 12,900,754 1,220,571 38,016,557
---------- -------- -------- ----------- ----------- ---------- -----------
PLAN EQUITY:
Beginning of period - - - - - - -
---------- -------- -------- ----------- ----------- ---------- -----------
End of period $3,247,329 $147,691 $189,817 $12,977,929 $12,900,754 $1,220,571 $38,016,557
========== ======== ======== =========== =========== ========== ===========
</TABLE>
15
<PAGE>
SIGNATURES
----------
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.
CENTEON L.L.C.
EMPLOYEE SAVINGS PLAN
(Name of Plan)
By: /s/ Richard A. Bierly
---------------------------------------
Name: Richard A. Bierly
Title: Vice President and Treasurer
Dated: December 20, 1996
<PAGE>
Exhibit Index
-------------
Exhibit Description
- ------- -----------
23 Consent of Coopers & Lybrand LLP
<PAGE>
Exhibit 23
----------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Rhone-Poulenc Rorer, Inc. (the Company) on Form S-8 of our report dated
January 26, 1996 on our audits of the consolidated financial statements of
Rhone-Poulenc Rorer, Inc. as of December 31, 1995 and 1994 and for the years
ended December 31, 1995, 1994, and 1993, which report is included in and
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995. We also consent to the incorporation by
reference in this Registration Statement of the Company on Form S-8 of our
report dated December 19, 1996 on our audit of the financial statements of
Centeon L.L.C. Employee Savings Plan as of September 30, 1996 and for the
period January 1, 1996 (date of formation) to September 30, 1996, which
report is included and incorporated by reference in the Company's Annual
Report on Form 11-K. We consent to the references to our firm under the
caption "Experts".
/s/ Coopers & Lybrand L.L.P.
-----------------------------
Philadelphia, Pennsylvania
December 23, 1996
