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. 2
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, 1995, as set forth in the
pages attached hereto.
Exhibit 28(b) Form 11-K, Annual Report of the Schering-Plough
Puerto Rico Employees' Retirement 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 24, 1996
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, 1995
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
THE SCHERING-PLOUGH PUERTO RICO EMPLOYEES' RETIREMENT SAVINGS PLAN
Schering-Plough Corporation
One Giralda Farms
P.O. Box 1000
Madison, New Jersey 07940
THE SCHERING-PLOUGH PUERTO RICO EMPLOYEES' RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
as of December 31, 1995 and 1994 2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 1995 3
Notes to Financial Statements 4-8
SCHEDULE
SUPPLEMENTAL SCHEDULES:
Schedule of Assets Held for Investment
December 31, 1995 I
Schedule of Transactions in Excess of 5%
of Current Plan Assets for the
Year Ended December 31, 1995 II
EXHIBITS:
Exhibit I Independent Auditors' Consent
Exhibit II 1994 Summary Annual Report
Supplemental schedules not included herein are omitted due to the absence of
conditions under which they are required.
INDEPENDENT AUDITORS' REPORT
The Schering-Plough Puerto Rico Employees' Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of The Schering-Plough Puerto Rico Employees' Retirement Savings Plan
(the "Plan") as of December 31, 1995 and 1994, and the related statement of
changes in net assets available for benefits for the year ended December 31,
1995. 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 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, 1995 and 1994, and the changes in net assets available for
benefits
for the year ended December 31, 1995, 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 1995 financial
statements
taken as a whole.
__________________________________________
/s/ Deloitte & Touche LLP
San Juan, Puerto Rico
June 24, 1996
Stamp No.
affixed to original.
<TABLE>
THE SCHERING-PLOUGH PUERTO RICO EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1995 AND 1994
<CAPTION> 1995 1994
<S> <C> <C>
Vanguard Index 500 Portfolio Fund $ 3,025,474 $ 2,385,390
Vanguard Windsor Fund 1,458,659 903,616
Vanguard Money Market Reserves
US Treasury Portfolio Fund 1,217,237 1,358,829
Vanguard Short-term Corporate Bond Fund 401,786 342,462
Vanguard International Growth Fund 32,336 -
Vanguard Wellington Fund 13,969 -
Vanguard Explorer Fund 10,207 -
Total Vanguard Registered
Investment Company Shares 6,159,668 4,990,297
Schering-Plough Stock fund 245,165 -
Loan Fund 838,280 524,095
Participants' Receivables 89,839 73,049
Net Assets Available For Benefits $ 7,332,952 $ 5,587,441
See notes to financial statements.
</TABLE>
<TABLE>
THE SCHERING-PLOUGH PUERTO RICO EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<S>
Additions to Net Assets Attributed to:
Investment income:
<C>
Interest and dividends $ 389,301
Net appreciation in fair value of investments 996,722
1,386,023
Participants' contributions 1,372,202
Total additions 2,758,225
Deductions From Net Assets Attributed to:
Distribution to participants and beneficiaries 301,027
Distribution to successor savings plan 711,687
Net Increase 1,745,511
Net Assets Available for Benefits:
Beginning of year 5,587,441
End of year $ 7,332,952
See notes to financial statements.
</TABLE>
THE SCHERING-PLOUGH PUERTO RICO EMPLOYEES' RETIREMENT SAVINGS PLAN NOTES TO
FINANCIAL STATEMENTS
1. General
The Schering-Plough Puerto Rico Employees' Retirement Savings Plan
(the "Plan") is a defined contribution plan established effective
March 1, 1990. The Plan is intended to encourage retirement savings
by eligible employees of Schering-Plough Products, Inc. (the "Sponsor")
and any of its affiliated companies that adopts the Plan. Vanguard
Fiduciary Trust Company ("VFTC"), the custodian, is a trust company
incorporated under Chapter 10 of the Pennsylvania Banking Code, and
a wholly-owned subsidiary of The Vanguard Group, Inc. Quarterly
financial statements are prepared for VFTC and submitted to the
Pennsylvania Department of Banking which performs examinations of VFTC
on a bi-annual basis.
All Puerto Rico employees of Schering-Plough Products, Inc. and
Schering-Plough del Caribe, Inc. are eligible to participate in the
Plan on the date of employment. There were 836 and 1,032 participants
in the Plan at December 31, 1995 and 1994, respectively. The
participants may elect to have their salary deferral contributions
allocated to any of the investment funds.
2. Summary of Significant Accounting Policies
Basis of Accounting - The financial statements of the Plan are prepared
on the accrual basis in accordance with generally accepted accounting
principles and the financial reporting requirements of the Employee
Retirement Income Security Act of 1974.
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, 1995, there were 990 units of participation in
the Schering-Plough Stock Fund. The net asset value per unit was $247.68
at December 31, 1995.
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, and reinvested in Schering-Plough common stock
units.
Payment of Benefits - Benefit payments are recorded when paid.
3. Plan Description
The following is a description of the Plan for general information purposes.
Participants should refer to the Plan document for more complete information.
Contributions - The Plan is designed to permit eligible employees to elect
to have a portion of their salary contributed to the Plan on their behalf
("salary deferral contributions"). Under the provisions of the Plan, salary
deferral contributions can range from 1% to 10% of the employee's earnings,
in increments of 1%, up to $7,000 or the lesser of the maximum amount
permitted
by tax regulations. Salary deferral contributions and any earnings accrued
thereon are fully and immediately vested to the participant.
Participant Accounts - Each participant's account is credited with the
participant's contribution and allocations of Plan earnings. Allocations
are based on participant earnings on account balances, as defined.
Participants have a nonforfeitable 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:
Index 500 Portfolio - Designed to provide returns which correspond to the
performance of the Standard & Poor's 500 Composite Stock Price Index.
Windsor Fund - Primarily equity securities with the objective of providing
long-term capital growth.
Money Market Reserves Prime Portfolio - Primarily fixed income securities
with maturities of 13 months or less.
Short-Term Corporate Portfolio - A diversified portfolio primarily consisting
of short-term corporate bonds.
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.
Wellington Fund - Primarily equity and fixed income securities with the
objective
of providing current income and capital appreciation.
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.
Schering-Plough Stock Fund - Participant is limited to a maximum investment
election of 50% of the Salary Deferral Contribution in this fund.
Loan Fund - The Plan allows participants to borrow against their fund accounts
up to a maximum of the lesser of one half of their account or $50,000. 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
Puerto Rico Employees' Savings Plan Committee (the"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 Committee
in the case of financial hardship.
4. Plan Termination
Although it has not expressed any intent to do so, the Sponsor has the
right under the Plan to terminate the Plan subject to provisions of ERISA.
5. Tax Status
In March 1992, the Plan received a favorable determination letter issued
by the Puerto Rico Department of Treasury as to the Plan's qualified
status under Sections 165(a) and (e) of the Puerto Rico Income Tax Act of
1954, as amended. As long as the Plan is qualified under Puerto Rico
income tax laws and regulations, participants will not be taxed on
salary-deferred 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 they receive distributions from the Plan.
6. Administration of Plan Assets
Contributions are held and managed by the trustee, VFTC, which invests cash
received, interest and dividend income and makes distributions to the
participants. The custodian also administers the payment of interest and
principal on the participant loans.
Certain administrative functions are performed by officers or employees of
Schering-Plough Corportion or its subsidiaries (the "Company"). No such
officers or employees receives compensation from the Plan.
All plan administration expenses are borne by the Company.
7. Distribution to Successor Savings Plan
During 1995, the Company sold its vision care division to an unrelated third
party. In connection with such sale, the buyer kept the employees of that
Division and a new savings plan was established. Once the new savings plan
had been established, the participants' accounts of the employees of the
vision care division were transferred to the new savings plan.
8. Fund Information
Investment income, contributions and benefit payments are as follows for the
year ended December 31, 1995:
<TABLE> VMMR
<CAPTION> Vanguard U.S. Short-Term
Index 500 Vanguard Treasury Corporate
Portfolio Windsor Portfolio Bond
<S> Fund Fund Fund Fund
Investment Income:
Interest and <C> <C> <C> <C>
dividends $ 71,823 $ 163,184 $ 69,561 $ 24,662
Net appreciation
in fair value of
investments 798,985 143,499 - 22,041
Total Investment
Income $ 870,808 $ 306,683 $ 69,561 $ 46,703
Participants'
Contributions $ 506,477 $ 441,783 $227,287 $134,461
Benefits Paid to
Participants $ 137,518 $ 54,963 $ 73,232 $ 21,259
Distribution to
Successor
Savings Plan $ 288,805 $ 99,336 $214,497 $ 71,913
Schering-
International Vanguard Vanguard Plough
Growth Wellington Explorer Stock Loan
<S> Fund Fund Fund Fund Fund Total
Investment Income:
Interest and <C> <C> <C> <C> < c> <C>
dividends $ 859 $ 465 $ 779 $ 2,222 $ 55,746 $ 389,301
Net appreciation
in fair value of
investments 2,981 814 642 27,760 - 996,722
Total Investment
Income $3,840 $1,279 $1,421 $29,982 $ 55,746 $1,386,023
Participants'
Contributions $7,797 $8,941 $3,710 $41,746 $ - $1,372,202
Benefits Paid to
Participants $ 194 $ - $ 252 $ 510 $ 13,099 $ 301,027
Distribution to
Successor
Savings Plan $ - $ - $ - $ - $ 37,136 $ 711,687
</TABLE>
SCHEDULE I
<TABLE>
THE SCHERING-PLOUGH PUERTO RICO EMPLOYEES' RETIREMENT SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1995
<CAPTION> Shares/ Fair
Identity of Issue Units Cost Value
<S> <C> <C> <C>
Vanguard Index 500 Portfolio* 52,526 $2,326,647 $3,025,474 (1)
Vanguard Windsor Fund* 100,389 1,446,319 1,458,659 (1)
Vanguard Money Market Reserves
US Treasury Portfolio* 1,217,237 1,217,237 1,217,237 (1)
Vanguard Short-term
Corporate Bond* 36,827 394,708 401,786 (1)
Vanguard International
Growth Fund* 2,153 30,056 32,336
Vanguard Wellington Fund* 572 13,202 13,969
Vanguard Explorer Fund* 204 9,980 10,207
Schering-Plough Stock Fund 990 (2) 222,024 245,165
Outstanding loans balance -
loans other than mortgages -
various loans; 7% to 8.75%,
due in one year to five
years from date of loan.
838,280 838,280 (1)
TOTAL INVESTMENTS $6,498,453 $7,243,113
* Registered Investment Company.
(1) Indicates investment represents five percent or more of the net
assets available for benefits.
(2) Represents Schering-Plough Stock Fund units.
</TABLE>
SCHEDULE II
<TABLE>
THE SCHERING-PLOUGH PUERTO RICO EMPLOYEES' RETIREMENT SAVINGS PLAN
ITEM 27d - SCHEDULE OF TRANSACTIONS IN EXCESS OF 5% OF CURRENT PLAN ASSETS
YEAR ENDED DECEMBER 31, 1995
<CAPTION> Cost Number Proceeds Number Historical
<S> of of From of Gain or
Identity of Issue Purchases Purchases Sale Sales (Loss)
<C> <C> <C> <C> <C>
Vanguard Index - 500 Portfolio $806,938 73 $965,840 65 $ 149,144
Vanguard Windsor Fund 860,266 76 448,722 68 29,190
Vanguard Money Market Reserves
- US Treasury Portfolio 443,776 86 585,369 71 -
Vanguard Short-Term
Corporate Bond 217,409 76 180,125 56 (41)
</TABLE>
EXHIBIT I
Independent Auditors' Consent
We consent to the incorporation by reference in Registration Statements No.
2-83963, No. 33-19013, and No. 33-50606 on Form S-8, Registration Statement
No. 333-853 on Form S-3, Post-Effective Amendment No. 1 to Registration
Statement No. 2-84723 on Form S-8, Post-Effective Amendment No. 1 to
Registration No. 2-80012 on Form S-3 and Post-Effective Amendment No. 1
to Registration Statement No. 2-77740 on Form S-3 of our report dated
June 24, 1996 appearing in this Annual Report on Form 11-K of The Schering-
Plough Puerto Rico Employees' Retirement Savings Plan for the year ended
December 31, 1995.
/s/ Deloitte & Touche LLP
San Juan, Puerto Rico
June 24, 1996
SCHERING-PLOUGH PR EMP. RET. SAV. PLAN
