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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, 1995,
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 14, 1996
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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
_________________________
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
Schering-Plough Corporation
One Giralda Farms
P.O. Box 1000
Madison, New Jersey 07940
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, 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 4-7
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
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, 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. These schedules are the
responsibility of the Plan's management. Such schedules have
been subjected to the auditing procedures applied in our audits
of the basic 1995 financial statements, and, in our opinion, are
fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
________________________________
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
June 14, 1996
<TABLE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
($ in 000's)
<CAPTION>
1995 1994
<S> <C> <C>
Vanguard Wellington Fund $ 13,856 $ 9,366
Vanguard Windsor Fund 51,215 38,447
Vanguard Explorer Fund 13,141 10,061
Vanguard Money Market Reserves
U.S. Treasury Portfolio 28,021 27,438
Vanguard Fixed Income Securities
Short-Term Corporate Portfolio 1,998 1,456
Vanguard Index 500 Portfolio 6,110 3,219
Vanguard International Growth Portfolio 2,178 1,453
Total Vanguard Registered
Investment Company Shares 116,519 91,440
Schering-Plough Stock Fund 57,783 36,936
Loan Fund 5,625 5,274
Net Assets Available for Benefits $179,927 $133,650
See Notes to Financial Statements.
</table
</TABLE>
<TABLE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995
($ in 000's)
<S> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 10,892
Net appreciation in fair value of investments 29,942
40,834
Contributions:
Participant contributions 17,855
Total additions 58,689
Deductions from net assets attributed to:
Benefit payments 12,412
Net increase 46,277
Net assets available for benefits:
Beginning of year 133,650
End of year $179,927
See Notes to Financial Statements.
</table
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
($ in 000's except per unit amounts)
1. General - The Schering-Plough Employees' Savings Plan
("Plan") is a defined contribution plan open to all domestic
employees of Schering-Plough Corporation ("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. There were approximately 9,400 participants in the
Plan at December 31, 1995 and 1994, respectively.
2. Significant Accounting Policies
Basis of Accounting - The accounts of the Plan have been prepared
on an accrual basis in accordance with generally accepted
accounting principles.
The financial statements were prepared in accordance with the
financial reporting requirement of the Employee Retirement Income
Security Act of 1974 ("ERISA") as permitted by the Securities and
Exchange Commission.
Investment Valuation and Income Recognition - The Plan's
investments are stated at current value. Share 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 and 1994,
there were 233,287 and 220,351 units of participation in the
Schering-Plough Stock Fund, respectively. The net asset value
per unit was $247.68 and $167.62 at December 31, 1995 and 1994,
respectively. Realized gains on the sale of Schering-Plough
common stock units were $1,271 during 1995.
Purchases and sale 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 brief description of the Plan is provided for
general information purposes only. Participants should refer to
the Plan document for more complete information.
Salary Deferral 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 (minus) 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
Fiduciary Trust Company ("Vanguard") investment options:
- - 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 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.
Schering-Plough Stock Fund - Participants may contribute to a
maximum investment election of 50% of the Salary Deferral
Contribution into this fund.
Loan Fund - 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 between the
investment funds and 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 Company in the case of financial hardship.
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 Section 401(a) of the Internal
Revenue Code and the Trust established thereunder is exempt from
Federal income taxes under Section 501(a).
6. Administration of Plan Assets
Contributions are held and managed by Vanguard (the "Trustee"),
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.
7. Fund Information
Investment income, contributions and benefit payments are as follows for
the year ended December 31, 1995:
</TABLE>
<TABLE>
<CAPTION>
Investment Income
Interest & Net appreciation Participant Benefit
Dividends in fair value Contributions Payments
<S> <C> <C> <C> <C>
Vanguard
Wellington
Fund $ 660 $ 2,562 $ 1,709 $ 1,046
Vanguard
Windsor Fund 5,783 5,837 4,821 2,942
Vanguard
Explorer Fund 1,020 1,705 1,439 827
Vanguard Money
Market Reserves
U.S. Treasury
Portfolio 1,543 - 3,407 3,337
Vanguard Fixed
Income
Securities
Short-Term
Corporate
Portfolio 106 96 336 116
Vanguard Index
500 Portfolio 126 1,238 946 571
Vanguard Int'l.
Growth
Portfolio 58 209 613 128
Total Vanguard
Registered
Investment
Company Shares 9,296 11,647 13,271 8,967
Schering-Plough
Stock Fund 1,165 18,295 4,584 2,640
Loan Fund 431 - - 805
Total $10,892 $29,942 $17,855 $12,412
</TABLE>
SCHEDULE I
<TABLE>
SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT - ITEM 27a
DECEMBER 31, 1995
($ in 000's)
<CAPTION>
Share/ Current
Identity of Issue Participants Units Cost Value
<S> <C> <C> <C> <C>
Schering-Plough Stock Fund 6,797 233,287 1/ $ 28,691 $ 57,783 2/
Vanguard Money Market
Reserves U.S. Treasury
Portfolio* 4,377 28,021,380 28,021 28,021 2/
Vanguard Explorer Fund* 2,872 263,084 10,755 13,141 2/
Vanguard Index Trust -
500 Portfolio* 1,789 106,075 4,896 6,110
Vanguard Windsor Fund* 6,574 3,524,745 47,854 51,215 2/
Vanguard Wellington Fund* 3,535 567,163 11,457 13,856 2/
Vanguard International
Growth Portfolio* 875 145,001 2,034 2,178
Vanguard Fixed Income
Securities Short-Term
Corporate Portfolio* 750 183,155 1,975 1,998
Total Vanguard Registered
Investment Company Shares 106,992 116,519
Outstanding Loan Balance -
6.0% to 11.5% due 36 to 240
months from date of loan 5,625 5,625
Total Investment $141,308 $179,927
* Registered Investment Company
1/ Represents Schering-Plough Stock Fund units.
2/ Indicates investment representing 5 percent or more of the net assets
available for benefits.
</table
SCHEDULE II
</TABLE>
<TABLE>
SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN
TRANSACTIONS IN EXCESS OF 5% OF CURRENT PLAN ASSETS - ITEM 27d
FOR THE YEAR ENDED DECEMBER 31, 1995
($ in 000's)
<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)
Schering-
Plough
Stock Fund $11,316 243 $ 8,768 246 $1,271
Vanguard
Windsor Fund 14,808 236 7,878 248 909
Vanguard
Money Market
Reserve -
U.S. Treasury
Portfolio 13,678 253 13,094 249 -
/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 14, 1996 appearing in this Annual Report on Form 11-K
of Schering-Plough Employees' Savings Plan for the year ended
December 31, 1995.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
June 14, 1996
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 9,437 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 $133,650,485, as of December 31, 1994, compared to
$117,313,736 as of December 31, 1993. During the plan year the
Plan experienced an increase in its net assets of $16,336,749.
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
$22,055,393 including employer and other contributions of
$16,970,737, interest earnings of $367,611, dividends of $980,825
and a net depreciation in fair value of investments of
$3,736,220.
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; and
3. Transactions in excess of 5 percent of plan assets
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 Corporate Benefits Office, One Giralda
Farms, Madison, New Jersey 07940 attention: Ms. Anne Miller,
telephone (201) 822-7336. 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 following Employee Benefits Offices: One Giralda
Farms, Madison, NJ 07940; 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 of Labor 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
EXHIBIT II
Page 1 of 3
SCHERING-PLOUGH
Employee
Benefits
SUMMARY ANNUAL REPORT
1994
</TABLE>
