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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, 1994, 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 26, 1995
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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, 1994
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
FINANCIAL STATEMENTS:
Statement of Net Assets Available for
Benefits as of December 31, 1994 and 1993 2
Statement of Changes in Net Assets Available
for Benefits for the Year Ended December 31, 1994 3
Notes to Financial Statements 4-8
SCHEDULE
SUPPLEMENTAL SCHEDULES:
Schedule of Assets Held for Investment
December 31, 1994 I
Schedule of Transactions In Excess of 5%
of Current Plan Assets for the Year
Ended December 31, 1994 II
EXHIBITS:
EXHIBIT I Independent Auditor's Consent
EXHIBIT II 1993 Summary Annual Report
________________________________________________________________
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, 1994 and 1993, and the related statement of
changes in net assets available for benefits for the year ended
December 31, 1994. 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, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of the Plan as of December 31, 1994 and 1993, and the
changes in net assets available for benefits for the year ended
December 31, 1994, in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
schedules of Assets Held for Investment and Transactions in Excess
of 5% of Current Plan Assets 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 schedules are the responsibility of the
Plan's management. Such supplemental schedules have been subjected
to the auditing procedures applied in our audits of the basic
financial statements, and, in our opinion, are fairly stated in all
material respects in relation to the basic 1994 financial statements
taken as a whole.
_______________________________________
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
June 26, 1995
<PAGE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1994 AND DECEMBER 31, 1993
1994 1993
Vanguard Wellington Fund $9,366,089 $8,141,858
Vanguard Windsor Fund 38,446,575 34,743,298
Vanguard Explorer Fund 10,061,271 9,207,192
Vanguard Money Market Reserves
Prime Portfolio - 9,410,331
Vanguard Money Market Reserves
U.S. Treasury Portfolio 27,438,360 14,835,568
Vanguard Fixed Income Securities
Short-Term Corporate Portfolio 1,456,383 1,380,499
Vanguard Index 500 Portfolio 3,219,377 2,481,216
Vanguard International Growth
Portfolio 1,452,581 -
Total Vanguard Registered
Investment Company Shares 91,440,636 80,199,962
Schering-Plough Stock Fund 36,935,737 32,299,148
Loan Fund 5,274,112 4,814,626
Net Assets Available
for Benefits $133,650,485 $117,313,736
See Notes to Financial Statements.
<PAGE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
Additions to net assets attributed to:
Investment Income:
Interest and dividends $ 7,030,160
Net depreciation in fair value of investments (1,945,504)
5,084,656
Contributions:
Participants' Contributions 15,166,684
Other Receipts 1,804,053
16,970,737
Total additions 22,055,393
Deductions from net assets attributed to
benefits paid to participants 5,718,644
Net increase 16,336,749
Net assets available for benefits:
Beginning of year 117,313,736
End of year $133,650,485
See Notes to Financial Statements.
<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.
Investment Valuation and Income Recognition - The Plan's
investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices
which represent the net asset value of shares held by the
Plan at year end.
The Schering-Plough Stock Fund is valued using the unit
accounting method whereby a participant's account value is
expressed in units of participation rather than number of
shares of Schering-Plough common stock. At December 31,
1994 and 1993, there were 220,351 and 207,886 units of
participation in the Schering-Plough Stock Fund,
respectively. The net asset value per unit was $167.62 and
$155.37 at December 31, 1994 and 1993, respectively.
Purchases and sales of securities are recorded on a trade-
date basis. Interest income is recorded on the accrual
basis. Dividends are recorded on the ex-dividend date.
Payment of Benefits - Benefit payments are recorded when
paid.
2. Plan Description
The following brief description of the Plan is provided for
general information purposes only. Participants should
refer to the Plan document for more complete information.
General - The Plan is a defined contribution plan open to
all domestic employees of Schering-Plough Corporation
("Schering-Plough" or "Company") and its subsidiaries who
have attained one year of service. A year of service for
eligibility purposes shall mean a twelve-month period,
beginning with the day of the year the employee commenced
employment and has not less than 1,000 hours of service.
There were approximately 9,400 and 8,900 participants in the
Plan at December 31, 1994 and 1993, respectively.
Contributions - Each year, participants may contribute from
1% to 4% of pretax annual compensation, as defined in the
Plan. Contributions are subject to certain limitations.
Participant Accounts - Each participant's account is
credited with the participant's contribution and allocations
of Plan earnings. Allocations are based on participant
earnings or account balances, as defined. Participants have
a non-forfeitable right to their contributions plus actual
earnings thereon which vest fully and immediately.
Investment Options - Upon enrollment in the Plan, a
participant may direct their contributions into any of the
following Vanguard investment options:
Schering-Plough Stock Fund - Participant is limited to a
maximum investment election of 50% of the Salary Deferral
Contribution in this fund.
Wellington Fund - Primarily equity and fixed income
securities with the objective of providing current
income and capital appreciation.
Windsor Fund - Primarily equity securities with the
objective of providing long-term capital growth.
Explorer Fund - Primarily equity securities of smaller
companies with the objective of providing above average
capital appreciation but with a potentially higher level
of risk.
Money Market Reserves Prime Portfolio - Primarily fixed
income securities with maturities of 13 months or less.
This fund was discontinued as an option effective April
1, 1994.
Money Market Reserves U.S. Treasury Portfolio -
Exclusively U.S. Treasury securities with maturities of
13 months or less with the objective of providing current
income based on current market interest rates, with
preservation of principal and liquidity.
Fixed Income Securities Short-Term Corporate Portfolio -
A diversified portfolio primarily consisting of short-
term corporate bonds.
Index 500 Portfolio - Designed to provide returns which
correspond to the performance of Standard & Poor's 500
Composite Stock Price Index.
International Growth Portfolio - A non-U.S. equity
portfolio, primarily investing in securities of issuers
within Europe, Asia and the Far East. This fund was made
available to participants effective April 1, 1994.
Loan Receivable - Participants may borrow from their fund
accounts up to a maximum of the lesser of one half of their
account or $50,000. Loan transactions are treated as a
transfer to (from) the Investment Fund from (to) the Loan
Fund. These loans 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.
Payment of Benefits - On termination of service due to
death, disability or retirement, a participant may elect to
receive either a lump sum amount or annual installments not
to exceed the life expectancy of the participant or the life
expectancy of the beneficiary. For termination of service
due to other reasons, a participant may receive the value of
the account as a lump sum distribution. Distribution of all
or a portion of a participant's account, prior to
termination of employment, may be granted by the Corporation
in the case of financial hardship.
<PAGE>
<TABLE>
3. Fund Information
Investment income, contributions and benefit payments are as follows for the year
ended December 31, 1994 (only funds that represent 5% or more of the Plan's net
assets are separately identified):
<CAPTION>
Schering Plough Wellington Windsor Explorer
Stock Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Investment Income:
Interest and dividends $ 980,825 $ 407,593 $ 3,583,817 $ 536,105
Net appreciation/
(depreciation) in fair
value of investments 2,885,244 (451,321) (3,736,110) (476,753)
$3,866,069 $ (43,728) $ (152,293) $ 59,352
Contributions:
Participant's Contributions $3,845,907 $1,449,879 $4,261,640 $1,246,995
Other Receipts 287,448 198,894 566,219 86,351
$4,133,355 $1,648,773 $4,827,859 $1,333,346
Benefits paid to participants $1,295,804 $ 350,383 $1,543,659 $ 341,267
</TABLE>
continued
<TABLE>
<CAPTION>
Money Market Reserves
U.S. Treasury Portfolio Other Total
<S> <C> <C> <C>
Investment Income:
Interest and dividends $ 869,092 $ 652,728 $ 7,030,160
Net appreciation/
(depreciation) in fair
value of investments 4 (166,568) (1,945,504)
$ 869,096 $ 486,160 $ 5,084,656
Contributions:
Participant's Contributions $3,044,633 $1,317,630 $15,166,684
Other Receipts 244,004 421,137 1,804,053
$3,288,637 $1,738,767 $16,970,737
Benefits paid to participants $1,409,970 $ 777,561 $ 5,718,644
</TABLE>
<PAGE>
4. Plan Termination
Although it has not expressed any intent to do so, the
Company has the right under the Plan to terminate the Plan
subject to provisions of ERISA.
5. Tax Status
The Internal Revenue Service has issued a determination
letter to the effect that the Plan is a qualified employee
benefit plan, meeting the requirements of the applicable
sections of the Internal Revenue Code and the Trust
established thereunder is exempt from Federal income taxes
under the appropriate sections of the Code.
6. Administration of Plan Assets
Contributions are held and managed by the Trustee, Vanguard
Fiduciary Trust Company, which invests cash received,
interest and dividend income and makes distributions to the
participants. The Trustee also administers the payment of
interest and principal on the participant loans.
Certain administrative functions are performed by officers
or employees of the Company or its subsidiaries. No such
officer or employee receives compensation from the Plan.
All plan administration expenses are borne by the Company. <PAGE>
<TABLE>
SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT - ITEM 27a
DECEMBER 31, 1994
<CAPTION>
Identity of Issue Shares/Units Cost Fair Value
<S> <C> <C> <C>
Schering-Plough Stock Fund 220,351 1/ $23,121,935 $ 36,935,737 2/
Vanguard Money Market
Reserves U.S. Treasury
Portfolio* 27,438,360 27,438,360 27,438,360 2/
Vanguard Explorer Fund * 234,747 9,060,368 10,061,271
Vanguard Index Trust - 500
Portfolio* 74,921 3,154,742 3,219,377
Vanguard Windsor Fund* 3,053,726 40,327,381 38,446,575 2/
Vanguard Wellington Fund* 483,032 9,321,123 9,366,089
Vanguard International Growth
Portfolio* 108,158 1,487,373 1,452,581
Vanguard Fixed Income Securities
Short-Term Corporate Portfolio* 141,395 1,527,233 1,456,383
Total Vanguard Registered
Investment Co. Shares 92,316,580 91,440,636
Outstanding Loan Balance - 6% to 11.5%
due 36 to 240 months from date
of loan 5,274,112 5,274,112
TOTAL INVESTMENTS $120,712,627 $133,650,485
<FN>
* Registered Investment Company
1/ Represents Schering-Plough Stock Fund units.
2/ Indicates investment represents 5 percent or more of the net assets
available for benefits.
</FN>
</TABLE>
PAGE
<PAGE>
<TABLE> SCHEDULE II
SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN
TRANSACTIONS IN EXCESS OF 5% OF CURRENT PLAN ASSETS - ITEM 27d
FOR THE YEAR ENDED DECEMBER 31, 1994
<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/
Schering-Plough
Stock Fund $8,088,550 224 $6,352,126 243 $1,421,476
Vanguard
Windsor
Fund 12,067,926 237 4,627,557 244 222,147
Vanguard
Money Market
Reserves
- Prime
Portfolio 1,394,154 78 10,804,475 78 -
- U.S. Treasury
Portfolio 18,341,649 247 5,740,243 244 -
<FN>
1/ Calculated based upon historical cost.
</TABLE>
PAGE
<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
26, 1995 appearing in this Annual Report on Form 11-K of
Schering-Plough Employees' Savings Plan for the year ended
December 31, 1994.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
June 26, 1995<PAGE>
EXHIBIT II
Page 1 of 3
Schering-Plough
Employee
BENEFITS
SUMMARY ANNUAL REPORT
1993 <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 Corporation pays the total Employee Savings Plan
contributions. The trustee is The Vanguard Fiduciary Trust
Company. Plan Administration expenses were paid by Schering-
Plough Corporation. A total of 8,870 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 $117,313,736, as of December 31, 1993, compared to
$93,460,301 as of December 31, 1992. During the plan year the
Plan experienced an increase in its net assets of $23,853,435.
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
$27,199,981 including employer and other contributions of
$15,644,234, interest earnings of $906,644, dividends of
$4,707,860, and a net appreciation in fair value of investments
of $5,941,243.
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
identification 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.
