<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 BIO-SERVICES,INC.
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 BIOSERVICES INC. EMPLOYEE SAVINGS PLAN
----------------------
For the period from January 1, 1996 (inception) to September 30, 1996
1
<PAGE>
CENTEON BIOSERVICES INC. EMPLOYEE SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
----------------------
Page Nos.
---------
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
2
<PAGE>
Report of Independent Accountants
---------------------------------
To the Employee Savings Plan Committee:
We have audited the accompanying statement of financial condition of the
Centeon BioServices Inc. 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 BIOSERVICES INC. EMPLOYEE SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
September 30,
1996
-------------
<S> <C>
ASSETS
Investments $14,653,692
Cash 143
Receivables:
Employer contributions 48,446
Employee contributions 91,302
-----------
139,748
Loans to participants 765,963
-----------
Total assets 15,559,546
-----------
LIABILITIES
Transfers Pending (30,465)
-----------
PLAN EQUITY $15,529,081
===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
CENTEON BIOSERVICES INC. 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 $473,215
Employee 869,896
Investment income:
Interest income 245,334
Dividend income 146,919
Net appreciation of Investments 2,169,588
-----------
Total additions 3,904,952
DEDUCTIONS
Withdrawals and terminations 797,185
-----------
NET INCREASE BEFORE TRANSFERS 3,107,767
TRANSFERS FROM OTHER PLANS
January 1, 1996 11,396,711
August 31, 1996 1,024,603
-----------
NET INCREASE 15,529,081
-----------
PLAN EQUITY:
Beginning of period -
-----------
End of period $15,529,081
===========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
CENTEON BIOSERVICES INC. EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1. Summary of Significant Plan Provisions
Plan Creation and Description
- -----------------------------
Centeon L.L.C., the parent of Centeon BioServices, Inc., was created on January
1, 1996 as a joint venture between Rhone-Poulenc Rorer, Inc. ("RPR") and Hoechst
AG ("Hoechst"). Centeon BioServices, Inc., formerly Plasma Alliance Inc., was
owned by RPR. Associated BioScience, Inc. was owned by Hoechst and was merged
into Plasma Alliance prior to it being renamed Centeon BioServices, Inc. 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
BioServices Inc. 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 BioServices Inc. (the
"Company").
Transfers from other Plans
- --------------------------
Effective January 1, 1996, plan assets totaling $11,396,711 were transferred
into the Plan from the Rhone-Poulenc Rorer Employee Savings Plan. This amount
represents the participant balances of 712 former Rhone-Poulenc Rorer employees
who transferred to Centeon BioServices Inc.
Effective August 31, 1996, plan assets totalling $1,024,603 were transferred
into the Plan from the Associated BioSciences, Inc. plan. This amount
represents the participant balances of 131 former Associated BioScience, Inc.
employees who transferred to Centeon BioServices, Inc. when the joint venture
was created.
The amount of the transfers, by fund, were as follows:
<TABLE>
<CAPTION>
January 1 August 31 Total
--------- --------- -----------
<S> <C> <C> <C>
IDS Discovery Fund, Inc. $ 153,509 $ 153,509
IDS Federal Income Fund, Inc. 81,479 81,479
IDS International Fund, Inc. 169,236 169,236
IDS Managed Allocation Fund, Inc. 218,778 218,778
IDS Mutual 262,578 $ 475,740 738,318
IDS New Dimensions Fund, Inc. 525,688 525,688
American Express Trust Equity Index
Fund I 811,718 356,180 1,167,898
IDS Selective 0 192,683 192,683
Interest Accumulation Account 3,496,083 3,496,083
Rhone-Poulenc Rorer Inc. Common Stock
Account 4,964,081 4,964,081
Participants' Promissory Notes Account 713,561 713,561
----------- ---------- -----------
$11,396,711 $1,024,603 $12,421,314
=========== ========== ===========
</TABLE>
Transfers Pending
- -----------------
As of September 30, 1996, assets totalling $30,465 were included in the Centeon
BioServices trust representing employees who had transferred employment to RPR.
These pending transfers are shown as a liability on the accompanying statements.
Trustee and Recordkeeper
- ------------------------
The American Express Trust Company (the "Trustee") is the Plan's recordkeeper
and trustee.
6
<PAGE>
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 one year of service. As of September
30, 1996, there were 856 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 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:
Portion of 6% Basic Contribution Company Contribution Percentage
-------------------------------- -------------------------------
1st 1% 100%
2nd 1% 90%
3rd 1% 80%
4th through 6th 1% 50%
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.
7
<PAGE>
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.
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, 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 of companies located in other countries
with no single country investments exceeding 7 percent 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 25,776 at $12.450 per unit.
There were 172 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 19,063 at $4.945 per unit. There were 72
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 20,747 at $10.897 per unit. There were 131 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 25,127 at $12.197 per
unit. There were 139 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 60,683 at $13.512 per unit. There were
250 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 40,845 at $20.527 per unit. There were 275
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 22,429 at $9.065. There were 51 participants in the
fund at September 30, 1996.
10
<PAGE>
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 2,266 at $26.566.
There were 8 participants in the fund at September 30, 1996.
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 71,309 at
$18.945 per unit. There were 234 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 159 at $10.08. There were 2 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 458 at
$25.95. There were 7 participants in the fund at September 30, 1996.
Interest Accumulation Account
- -----------------------------
The Plan participates in a pooled trust account with the Rhone-Poulenc Rorer,
Inc. and Centeon L.L.C. 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 $3,881,000 represented Centeon
BioServices 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 475 participants in the account at September
30, 1996.
Rhone-Poulenc Rorer Inc. Common Stock Account
- ---------------------------------------------
The Plan participates in a pooled trust account with the Rhone-Poulenc Rorer,
Inc. and Centeon L.L.C. 401(k) plans with respect to the RPR common stock fund.
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 BioServices interest was 88,810 shares. The RPR
common share value as of September 30, 1996 was $73.625 per share. There were
670 participants in the account at September 30, 1996.
11
<PAGE>
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.
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. $ 293,939 $ 320,908 2%
IDS Federal Income Fund, Inc. 96,061 94,268 1%
IDS International Fund, Inc. 208,855 226,076 2%
IDS Managed Allocation Fund, Inc. 289,598 306,478 2%
IDS Mutual 784,889 819,955 6%
IDS New Dimensions Fund, Inc. 658,944 838,418 6%
IDS Selective Fund, Inc. 200,432 203,316 1%
IDS Growth Fund, Inc. 55,153 60,204 -
American Express Trust Equity Index 1,070,862 1,350,958 9%
Fund I
Templeton Foreign Fund 1,580 1,603 -
AIM Constellation Fund 10,743 11,874 -
Interest Accumulation Account 3,158,561 3,881,000 26%
RPR Common Stock Account 3,711,177 6,538,634 45%
----------- ----------- ----
$10,540,794 $14,653,692 100%
=========== =========== ====
</TABLE>
The aggregate amount of unrealized appreciation of investments and realized
gains for the period from January 1, 1996 to September 30, 1996 was $1,831,491
and $338,097, respectively.
12
<PAGE>
NOTE 6. Plan Equity by Account
Plan equity by account at September 30, 1996 was as follows:
September 30, 1996
<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, INC. FUND, INC.
---------- ----------- ------------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments $320,908 $94,268 $226,076 $306,478 $819,955 $838,418 $203,316 $60,204
Cash - - - - - - - -
Receivables:
Employer contributions 1,061 312 747 1,013 2,711 2,772 672 199
Employee contributions 1,999 587 1,409 1,910 5,109 5,224 1,267 375
-------- ------- -------- -------- -------- -------- -------- -------
3,060 899 2,156 2,923 7,820 7,996 1,939 574
Loans to participants, net - - - - - - - -
-------- ------- -------- -------- -------- -------- -------- -------
Total assets 323,968 95,167 228,232 309,401 827,775 846,414 205,255 60,778
-------- ------- -------- -------- -------- -------- -------- -------
LIABILITIES
Transfers pending - - - - - - (3,642) -
-------- ------- -------- -------- -------- -------- -------- -------
PLAN EQUITY $323,968 $95,167 $228,232 $309,401 $827,775 $846,414 $201,613 $60,778
======== ======= ======== ======== ======== ======== ======== =======
</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 $1,350,958 $1,603 $11,874 $3,881,000 $6,538,634 - $14,653,692
Cash - - - - - $ 143 143
Receivables:
Employer contributions 4,466 6 39 12,831 21,618 - 48,446
Employee contributions 8,417 10 74 24,181 40,740 - 91,302
---------- ------ ------- ---------- ---------- -------- -----------
12,883 16 113 37,012 62,358 - 139,748
Loans to participants, net - - - - - 765,963 765,963
---------- ------ ------- ---------- ---------- -------- -----------
Total assets 1,363,841 1,619 11,987 3,918,012 6,600,992 766,106 15,559,546
---------- ------ ------- ---------- ---------- -------- -----------
LIABILITIES
Transfers pending 292 - - (13,486) (13,486) (143) (30,465)
---------- ------ ------- ---------- ---------- -------- -----------
PLAN EQUITY $1,364,133 $1,619 $11,987 $3,904,526 $6,587,506 $765,963 $15,529,081
========== ====== ======= ========== ========== ======== ===========
</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 $ 21,088 $ 7,169 $ 16,190 $ 22,348 $ 25,260 $ 48,255 $ 672 $ 801
Employee 50,933 16,507 40,109 58,752 58,849 115,403 1,267 1,726
Investment income:
Interest income 2,497 1,669 1,363 1,541 1,789 4,617 - 34
Dividend income - 3,072 - 5,486 31,870 - 7,749 -
Net appreciation
(depreciation)
of Investments 44,751 (2,388) 13,397 13,792 9,360 119,029 - 6,051
Transfers, net 60,036 (10,398) 3,079 9,307 (25,181) 52,720 - 53,166
-------- ------- -------- -------- -------- -------- -------- -------
Total additions 179,305 15,631 74,138 111,226 101,947 340,024 9,688 60,778
-------- ------- -------- -------- -------- -------- -------- -------
DEDUCTIONS
Withdrawals and
terminations 8,846 1,943 15,142 20,603 12,490 19,298 758 -
-------- ------- -------- -------- -------- -------- -------- -------
NET INCREASE BEFORE
TRANSFERS 170,459 13,688 58,996 90,623 89,457 320,726 8,930 60,778
-------- ------- -------- -------- -------- -------- -------- -------
TRANSFERS FROM OTHER PLANS
January 1, 1996 153,509 81,479 169,236 218,778 262,578 525,688 - -
August 31, 1996 - - - - 475,740 - 192,683 -
-------- ------- -------- -------- -------- -------- -------- -------
NET INCREASE 323,968 95,167 228,232 309,401 827,775 846,414 201,613 60,778
PLAN EQUITY:
Beginning of period - - - - - - - -
-------- ------- -------- -------- -------- -------- -------- -------
End of period $323,968 $95,167 $228,232 $309,401 $827,775 $846,414 $201,613 $60,778
======== ======= ======== ======== ======== ======== ======== =======
</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 $ 29,475 $ 24 $ 565 $ 110,354 $ 191,014 - $ 473,215
Employee 72,240 51 1,277 240,924 211,858 - 869,896
Investment income:
Interest income 3,059 2 111 221,179 7,473 - 245,334
Dividend income 12,923 - - - 85,819 - 146,919
Net appreciation
(depreciation) of
Investments 111,199 24 997 - 1,854,376 - 2,169,588
Interfund Transfers, net (13,264) 1,518 9,037 47,776 (275,218) $ 87,422 -
---------- ------ ------- ---------- ---------- -------- -----------
Total additions 215,632 1,619 11,987 620,233 2,075,322 87,422 3,904,952
---------- ------ ------- ---------- ---------- -------- -----------
DEDUCTIONS
Withdrawals and
terminations 19,397 - - 211,790 451,897 35,020 797,185
---------- ------ ------- ---------- ---------- -------- -----------
NET INCREASE
BEFORE TRANSFERS 196,235 1,619 11,987 408,443 1,623,425 52,402 3,107,767
TRANSFERS FROM OTHER PLANS
January 1, 1996 811,718 - - 3,496,083 4,964,081 713,561 11,396,711
August 31, 1996 356,180 - - - - - 1,024,603
---------- ------ ------- ---------- ---------- -------- -----------
NET INCREASE 1,364,133 1,619 11,987 3,904,526 6,587,506 765,963 15,529,081
PLAN EQUITY:
Beginning of period - - - - - - -
---------- ------ ------- ---------- ---------- -------- -----------
End of period $1,364,133 $1,619 $11,987 $3,904,526 $6,587,506 $765,963 $15,529,081
========== ====== ======= ========== ========== ======== ===========
</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 BIO-SERVICES, INC.
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 Bioservices, Inc.
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
