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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Form 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 15, or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
SCHERING-PLOUGH CORPORATION
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
TO FORM 10-K
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual
Report on Form 10-K for the Year Ended December 31, 1993, as set
forth in the pages attached hereto.
Exhibit 28(b) Form 11-K, Annual Report of the Schering-Plough
Employees' Savings Plan.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized.
SCHERING-PLOUGH CORPORATION
(Registrant)
By /s/Thomas H. Kelly
Thomas H. Kelly
Vice President and
Controller
Date: June 16, 1994
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_________
FORM 11-K
_________
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
_________________________
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________________ to ________________
Commission file number 2-84723
_________________________
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
Schering-Plough Corporation
One Giralda Farms
P.O. Box 1000
Madison, New Jersey 07940
<PAGE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT 1-2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for
Benefits as of December 31, 1993 and 1992 3-4
Statement of Changes in Net Assets Available
for Benefits for the Year Ended December 31, 1993 5
Notes to Financial Statements 6-7
SCHEDULE
SUPPLEMENTAL SCHEDULES:
Schedule of Assets Held for Investment
December 31, 1993 I
Schedule of Transactions In Excess of 5%
of Current Plan Assets for the Year
Ended December 31, 1993 II
________________________________________________________________
Supplemental schedules not included herein are omitted due to
the absence of conditions under which they are required.
<PAGE>
INDEPENDENT AUDITORS' REPORT
Schering-Plough Employees' Savings Plan:
We have audited the accompanying statements of net assets available
for benefits of Schering-Plough Employees' Savings Plan (the "Plan")
as of December 31, 1993 and 1992, and the related statement of
changes in net assets available for benefits for the year ended
December 31, 1993. These financial statements are the responsibil-
ity 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, such financial statements present fairly, in all
material respects, the net assets available for benefits of the Plan
as of December 31, 1993 and 1992, and the changes in net assets
available for benefits for the year ended December 31, 1993 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 accompanying
supplemental information is presented for the purpose of additional
analysis of the basic financial statements rather than to present
information regarding the net assets available for benefits and
changes in net assets available for benefits of the S-P Common Stock
Fund, Vanguard Investment Portfolios, and Loan Fund and the
accompanying supplemental schedules of (1) assets held for
investment as of December 31, 1993 and (2) transactions in excess of
five percent of the current value of plan assets for the year ended
December 31, 1993 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. Such supplemental information and schedules are the
responsibility of the Plan's management. Such supplemental
information and schedules have been subjected to the auditing
procedures applied in our audit of the basic 1993 financial
statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic 1993 financial
statements taken as a whole.
June 7, 1994
<PAGE>
<TABLE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1993
<CAPTION>
Supplemental Information
Vanguard
S-P Common Investment Loan
Assets Total Stock Fund Portfolios Fund
<S> <C> <C> <C> <C>
Investments:
Schering-Plough
Common Stock Fund $ 32,299,148 $32,299,148 $ - $ -
Registered Investment
Company Shares:
Vanguard Money Market
Reserves - U.S.
Treasury Portfolio 14,835,568 14,835,568
Vanguard Money Market
Reserves - Prime
Portfolio 9,410,331 - 9,410,331 -
Vanguard Explorer Fund 9,207,192 - 9,207,192 -
Vanguard Index Trust -
500 Portfolio 2,481,216 - 2,481,216 -
Vanguard Windsor Fund 34,743,298 - 34,743,298 -
Vanguard Wellington Fund 8,141,858 - 8,141,858 -
Vanguard Fixed Income
Securities - Short-Term
Corporate Portfolio 1,380,499 - 1,380,499 -
Total Registered
Investment Company
Shares 80,199,962 - 80,199,962 -
Loans to Participants 4,814,626 - - 4,814,626
Net Assets Available
for Benefits $117,313,736 $32,299,148 $80,199,962 $4,814,626
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1992
<CAPTION>
Supplemental Information
Vanguard
S-P Common Investment Loan
Assets Total Stock Fund Portfolios Fund
<S> <C> <C> <C> <C>
Investments:
Schering-Plough
Common Stock Fund $ 27,530,563 $27,530,563 $ - $ -
Unallocated Insurance
Contract 7,285,280 - 7,285,280 -
Registered Investment
Company Shares:
Vanguard Money Market
Reserves - U.S.
Treasury Portfolio 9,545,581 9,545,581
Vanguard Money Market
Reserves - Prime
Portfolio 8,315,572 - 8,315,572 -
Vanguard Explorer Fund 6,665,536 - 6,665,536 -
Vanguard Index Trust -
500 Portfolio 1,306,486 - 1,306,486 -
Vanguard Windsor Fund 23,702,772 - 23,702,772 -
Vanguard Wellington Fund 4,729,274 - 4,729,274 -
Vanguard Fixed Income
Securities - Short-Term
Corporate Portfolio 331,314 - 331,314 -
Total Registered
Investment Company
Shares 54,596,535 - 54,596,535 -
Loans to Participants 4,044,272 - - 4,044,272
Total Investments 93,456,650 27,530,563 61,881,815 4,044,272
Receivables:
Employee Contributions 3,651 943 2,708 -
Net Assets Available
for Benefits $ 93,460,301 $27,531,506 $61,884,523 $ 4,044,272
<FN>
See Notes to Financial Statements.
/TABLE
<PAGE>
<TABLE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Supplemental Information
Vanguard
S-P Common Investment Loan
Total Stock Fund Portfolios Fund
<S> <C> <C> <C> <C>
Earnings From Investments:
Dividends $ 4,707,860 $ - $4,707,860 $ -
Interest 906,644 - 584,172 322,472
Net Appreciation
in Fair Value of
Investments 5,941,243 3,153,002 2,788,241 -
Total Earnings
From Investments 11,555,747 3,153,002 8,080,273 322,472
Contributions - Participants 15,644,234 4,092,664 11,551,570 -
Total Additions 27,199,981 7,245,666 19,631,843 322,472
Distributions to
Participants (3,346,546) (899,329) (2,310,035) (137,182)
Net Transfers
Between Funds - (1,578,695) 993,631 585,064
Net Increase 23,853,435 4,767,642 18,315,439 770,354
Net Assets
Available
for Benefits,
Beginning of
Year 93,460,301 27,531,506 61,884,523 4,044,272
Net Assets
Available
for Benefits,
End of Year $117,313,736 $32,299,148 $80,199,962 $4,814,626
<FN>
See Notes to Financial Statements.
</TABLE>
PAGE
<PAGE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies
Basis of Accounting - The accounts of the Schering-Plough
Employees' Savings Plan (the "Plan") have been prepared in
accordance with generally accepted accounting principles.
The financial statements were prepared in accordance with
the financial reporting requirements of the Employee
Retirement Income Security Act of 1974 as permitted by the
Securities and Exchange Commission.
Schering-Plough (S-P) Common Stock Fund - Investments in
Schering-Plough common stock are valued using the unit
accounting method. Under this method, an employee's account
value is expressed in units of participation in the
Schering-Plough Common Stock Fund, rather than in number of
shares of Schering-Plough common stock. At December 31,
1993 and 1992 there were 207,886 and 190,536 units of
participation, respectively. The net asset value per unit
was $155.37 and $144.49 at December 31, 1993 and 1992,
respectively. Dividend income for the year ended December
31, 1993 was $783,644, which was re-invested in Schering-
Plough common stock.
Vanguard Money Market Reserves (VMMR) - Prime and Treasury
Portfolios - Money market funds are stated at cost which
approximates market value.
Vanguard Index - 500 Portfolio, Explorer, Windsor,
Wellington and Short-term Corporate Funds - Investments in
investment funds are stated at the Plan's equity in the net
asset value (redemption value) of the respective investment
company at the end of the period.
Unallocated Insurance Contract - Unallocated insurance
contract includes the value of funds held in insurance
company general accounts. The value includes cost plus
interest earned for the period. The interest rate for the
unallocated insurance contract was approximately 8.23%.
That contract matured on December 31, 1993. On the same
day, the matured funds were transferred to available
Vanguard funds or the Schering-Plough Common Stock Fund.
Loan Fund - The Plan allows participants to borrow against
their fund accounts. These loans, which are secured by the
participants' individual fund accounts, bear a fixed rate of
interest as determined to be reasonable by the Schering-
Plough Employees' Savings Plan Committee, and are repayable
over periods not exceeding five years, except loans relating
to a principal residence which are repayable over a period
not to exceed 20 years. All principal and/or interest
payments made by the participant are credited to the account
of the borrowing participant.
Income Tax Status - The Internal Revenue Service has issued
a determination letter dated March 31, 1989 to the effect
that the Plan is a qualified employee benefit plan, meeting
the requirements of Section 401(a) of the Internal Revenue
Code and the Trust established thereunder is exempt from
Federal income taxes under Section 501(a) of the Code.
As long as the Plan continues to remain qualified under
present Federal income tax laws and regulations,
participants will not be taxed on salary-deferral
contributions or on investment earnings on such
contributions at the time such contributions and investment
earnings are received by the trustee under the Plan, but
will be subject to tax thereon at such time as the
participants receive distributions from the Plan.
2. Plan Description and Administration
The following brief description of the Plan is provided for
general information purposes only. Participants should
refer to the Plan agreement for more complete information.
The Plan is designed to permit employees to elect to have a
portion of their salary contributed to the Plan ("Salary
Deferral Contribution") on their behalf. Under the
provisions of the Plan the amount of a participant's Salary
Deferral Contribution can be 1%, 2%, 3% or 4% of the
participant's compensation. Salary Deferral Contributions
and any earnings accrued thereon are fully and immediately
vested in the participant's account. Distributions of the
entire amount of a participant's account will be made upon
death, permanent disability, retirement or other termination
of employment. The distributions will be made in lump-sum,
or, in certain circumstances, in installments over a period
not to exceed the life expectancy of the participant or
joint life expectancy of a participant and a designated
beneficiary. Distributions of all or a portion of a
participant's account, prior to termination of employment,
may be granted in the case of financial hardship.
All domestic employees of Schering-Plough Corporation and
its subsidiaries who have attained one year of service are
eligible to participate in the Plan. There were
approximately 8,870 and 8,407 participants in the Plan at
December 31, 1993 and 1992, respectively. Contributions are
allocated to any of the eight investment funds. Although
the Company has not expressed any intent to do so, they may
terminate the plan subject to provisions of ERISA.
All administrative expenses of the Plan are borne by the
employers of the participating employees. The Vanguard
Fiduciary Trust Company serves as trustee and investment
manager for the Plan.<PAGE>
EXHIBIT I
Independent Auditors' Consent
We consent to the incorporation by reference in Post-Effective
Amendment No. 1 to Registration Statement No. 2-84723 of
Schering-Plough Corporation on Form S-8 of our report dated June
7, 1994 appearing in this Annual Report on Form 11-K of Schering-
Plough Employees' Savings Plan for the year ended December 31,
1993.
DELOITTE & TOUCHE
Parsippany, New Jersey
June 16, 1994
<PAGE>
<TABLE>
SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT - ITEM 27a
DECEMBER 31, 1993
<CAPTION>
Identity of Issue Shares/Units Cost Fair Value
<S> <C> <C> <C>
Schering-Plough Stock Fund -
Corporate Stock: Common 207,886 1/ $ 19,949,116 $ 32,299,148
2/
Vanguard Money Market
Reserves - U.S. Treasury
Portfolio - Shares Registered
Investment Co. 14,835,568 14,835,568 14,835,568
2/
Vanguard Money Market
Reserves-Prime Portfolio -
Shares Registered Investment
Co. 9,410,331 9,410,331 9,410,331
2/
Vanguard Explorer Fund - Shares
Registered Investment Co. 204,106 7,611,023 9,207,192
2/
Vanguard Index Trust - 500
Portfolio-Shares Registered
Investment Co. 56,610 2,345,641 2,481,216
Vanguard Windsor Fund - Shares
Registered Investment Co. 2,497,729 32,665,848 34,743,298
2/
Vanguard Wellington Fund -
Shares Registered
Investment Co. 399,111 7,614,016 8,141,858
2/
Vanguard Fixed Income Securities
Short-Term Corporate Portfolio -
Shares Registered Investment Co. 126,651 1,387,600 1,380,499
Total Vanguard Registered
Investment Co. Shares 75,870,027 80,199,962
Outstanding Loan Balance -
Loans Other Than Mortgages -
Various Loans; 7.0% to 11.5%,
due 36 to 240 months from date
of loan 4,814,626 4,814,626
TOTAL INVESTMENTS $100,633,769 $117,313,736
<FN>
1/ Represents Schering-Plough Common Stock Fund units.
2/ Indicates investment represents 5 percent or more of the net assets
available for benefits.
</FN>
</TABLE>
PAGE
<PAGE>
<TABLE>
SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN
TRANSACTIONS IN EXCESS OF 5% OF CURRENT PLAN ASSETS - ITEM 27d
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Purchases Sales
<S> <C> <C> <C> <C> <C>
Identity Cost No. of Proceeds No. of Net Gain
of Issue of Assets Purchases from Sales Sales or (Loss) 1/
S-P Stock
Fund $ 7,987,405 228 $(5,586,367) 229 $1,549,102
Vanguard
Windsor
Fund 11,727,467 238 (2,832,332) 204 218,118
Vanguard
Explorer
Fund 3,599,441 205 (1,268,168) 183 166,317
Vanguard
Money Market
Reserves
- Prime
Portfolio 4,509,300 237 (3,414,537) 224 -
- Treasury
Portfolio 7,986,092 241 (2,695,987) 223 -
<FN>
1/ Calculated based upon historical cost.
</TABLE>
PAGE
<PAGE>
EXHIBIT II
Page 1 of 3
Schering-Plough
Employee
BENEFITS
SUMMARY ANNUAL REPORT
1992 <PAGE>
EXHIBIT II
Page 2 of 3
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
Basic Financial Statement
Benefits under the Plan are provided by a trust fund into which
Schering-Plough pays the total Employee Savings Plan contribu-
tions. The trustee is The Vanguard Fiduciary Trust Company.
Administrative expenses were paid by Schering-Plough. A total of
8,407 persons were participants in or beneficiaries of the Plan
at the end of the plan year.
The value of Plan assets, after subtracting liabilities of the
Plan, was $93,460,301, as of December 31, 1992, compared to
$78,878,032 as of December 31, 1991. During the plan year the
Plan experienced an increase in its net assets of $14,582,269.
This increase includes unrealized appreciation in the value of
plan assets; that is, the difference between the value of the
plan's assets at the end of the year and the value of the assets
at the beginning of the year. The Plan had total income of
$18,646,533 including employer and other contributions of
$12,817,461, interest earnings of $1,162,862, dividends of
$2,342,929, and a net appreciation in fair value of investments
of $2,323,281.
Your Right to Additional Information
You have the right to receive a copy of the full annual report,
or any part thereof, on request. The items listed below are
included in that report:
1. An accountant's report;
2. Assets held for investments.
<PAGE>
EXHIBIT II
Page 3 of 3
HOW TO OBTAIN ADDITIONAL PLAN STATEMENTS
To obtain a copy of all of the full Annual Reports, or any part
thereof, write or call the office of Pamela J. Criddle, Manager
Employee Benefits, 3030 Jackson Avenue, Memphis, TN 38151,
telephone (901) 320-2511 or Pamela J. Fisher, Manager Qualified
Benefits Plans, 2000 Galloping Hill Road, Kenilworth, NJ 07033,
telephone (908) 298-5214. The charge to cover copying costs will
be $3.00 for the Profit-Sharing Plan Report, $5.50 for the
Retirement Plan Report, $2.00 for the Group Insurance Report,
$2.00 for the Long-Term Disability Report, $3.00 for the Employee
Savings Plan, and $2.00 for the Business Travel Accident
Insurance Report.
You also have the right to receive from the plan administrator,
on request and at no charge, a statement of the assets and
liabilities of the Plans and accompanying notes, or a statement
of income and expenses of the Plans and accompanying notes, or
both. If you request a copy of the full annual report from the
plan administrator, these two statements and accompanying notes
will be included as part of that report.
You also have the legally protected right to examine the annual
reports at the Employee Benefits Office, 3030 Jackson Avenue,
Memphis, TN 38151, or 2000 Galloping Hill Road, Kenilworth, NJ
07033, and at the U.S. Department of Labor in Washington, D.C. or
to obtain a copy from the U.S. Department of Labor upon payment
of copying costs. Schering-Plough Corporation's employer
identifica-tion number with the Federal Government is 22-191-
8501. Requests to the Department should be addressed to Public
Disclosure Room, N5507, Pension and Welfare Benefit Programs,
U.S. Department of Labor, 200 Constitution Avenue, N.W.,
Washington, D.C. 20216.
