=====================================================================
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
for the year ended December 31, 1996
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN - PUERTO RICO
(Full title of the Plan)
AMERICAN HOME PRODUCTS CORPORATION
(Name of Issuer of the securities held pursuant to the Plan)
Five Giralda Farms
Madison, New Jersey 07940
(Address of principal executive office)
=====================================================================
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ John R. Considine
John R. Considine
Vice President - Finance
Date: June 25, 1997
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
American Home Products Corporation Savings Plan Committee has duly caused this
annual report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN - PUERTO RICO
By: /s/ Thomas M. Nee
Thomas M. Nee
Chairman of the American Home
Products Corporation Savings
Plan Committee
Date: June 25, 1997
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN - PUERTO RICO
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996 and 1995
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
EMPLOYER IDENTIFICATION NUMBER - 13-2526821
PLAN NUMBER - 060
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN - PUERTO RICO
DECEMBER 31, 1996 and 1995
INDEX
PAGE
Report of Independent Public Accountants
Statements of Net Assets Applicable to Participants'
Equity as of December 31, 1996 and 1995 1 - 2
Statement of Changes in Net Assets Applicable to
Participants' Equity for the Year Ended
December 31, 1996 3
Notes to Financial Statements 4 - 9
Supplemental Schedules:
I. Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1996 10
II. Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1996 11
Consent of Independent Public Accountants
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Savings Plan Committee of the American Home Products
Corporation Savings Plan - Puerto Rico:
We have audited the accompanying statements of net assets applicable to
participants' equity of the American Home Products Corporation Savings Plan
- - Puerto Rico as of December 31, 1996 and 1995, and the related statement of
changes in net assets applicable to participants' equity for the year ended
December 31, 1996. These financial statements and the supplemental
schedules referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
and schedules 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 applicable to participants' equity
of the American Home Products Corporation Savings Plan - Puerto Rico as of
December 31, 1996 and 1995, and the changes in net assets applicable to
participants' equity for the year ended December 31, 1996, 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 supplemental schedules of assets
held for investment purposes and reportable transactions are presented for
purposes 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. The fund
information in the statements of net assets applicable to participants'
equity and statement of changes in net assets applicable to participants'
equity is presented for purposes of additional analysis rather than to
present the net assets applicable to participants' equity and changes in net
assets applicable to participants' equity of each fund. The supplemental
schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
New York, New York
June 17, 1997
<PAGE>
[CAPTION]
American Home Products Corporation Savings Plan - Puerto Rico
Statement of Net Assets Applicable to Participants' Equity
As of December 31, 1996
<TABLE>
Fidelity
AHPC Fidelity Fidelity International
Interest Common Magellan Balanced Growth & Income
Income Fund Stock Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Cash and Cash Equivalents $321,049 $165,691 $0 $0 $0
Investments, at Market Value 0 4,721,775 251,870 4,278,471 35,966
Group Annuity and Other
Investment Contracts,
at Market Value 10,092,085 0 0 0 0
Loans to Participants 0 0 0 0 0
Receivable from Employer 166,627 72,881 10,071 54,203 2,618
_________________________________________________________________________
Net Assets Applicable to
Participants' Equity $10,579,761 $4,960,347 $261,941 $4,332,674 $38,584
=========================================================================
</TABLE>
The accompanying notes to financial statements are an integral part
of this statement.
- 1 -
<PAGE>
Continuation of Previous Page
[CAPTION]
American Home Products Corporation Savings Plan - Puerto Rico
Statement of Net Assets Applicable to Participants' Equity
As of December 31, 1996
<TABLE>
Fidelity
U.S. Equity
Index Loan
Portfolio Fund Total Funds
<S> <C> <C> <C>
Cash and Cash Equivalents $0 $0 $486,740
Investments, at Market Value 5,216,359 0 14,504,441
Group Annuity and Other
Investment Contracts,
at Market Value 0 0 10,092,085
Loans to Participants 0 2,497,773 2,497,773
Receivable from Employer 70,004 0 376,404
____________________________________________
Net Assets Applicable to
Participants' Equity $5,286,363 $2,497,773 $27,957,443
============================================
</TABLE>
The accompanying notes to financial statements are an integral part of
this statement.
<PAGE>
[CAPTION]
American Home Products Corporation Savings Plan - Puerto Rico
Statement of Net Assets Applicable to Participants' Equity
As of December 31, 1995
<TABLE>
Fidelity
U.S. Equity
Interest AHPC Common Fidelity Index
Income Fund Stock Fund Balanced Fund Portfolio
<S> <C> <C> <C> <C>
Investments, at Market Value $0 $3,323,968 $1,508,451 $2,309,482
Group Annuity and Other Investment
Contracts, at Market Value 2,294,810 0 0 0
Receivable from Cyanamid Puerto Rico
Employees' Savings Plan, (Note 1) 0 0 0 0
Receivable from Employer 133,387 406 38,141 26,975
_________________________________________________________________________
Net Assets Applicable to
Participants' Equity $2,428,197 $3,324,374 $1,546,592 $2,336,457
=========================================================================
<PAGE>
- -Continuation of Previous Page-
<CAPTION>
American Home Products Corporation Savings Plan - Puerto Rico
Statement of Net Assets Applicable to Participants' Equity
As of December 31, 1995
</TABLE>
<TABLE>
Receivable from
Cyanamid
Puerto Rico
Employees' Savings
Plan Total Funds
<S> <C> <C>
Investments, at Market Value $0 $7,141,901
Group Annuity and Other Investment
Contracts, at Market Value 0 2,294,810
Receivable from Cyanamid Puerto Rico
Employees' Savings Plan, (Note 1) 11,432,598 11,432,598
Receivable from Employer 0 198,909
_____________________________________
Net Assets Applicable to
Participants' Equity $11,432,598 $21,068,218
=====================================
</TABLE>
The accompanying notes to financial statements are an integral part of
this statement.
- -2-
<PAGE>
[CAPTION]
American Home Products Corporation Savings Plan - Puerto Rico
Statement of Changes in Net Assets Applicable to Participants' Equity
For the Year Ended December 31, 1996
<TABLE>
Fidelity
Fidelity Fidelity International
Interest AHPC Common Stock Magellan Balanced Growth&Income
Income Fund Fund Fund Fund Fund
ADDITIONS:
<S> <C> <C> <C> <C> <C>
Participant Contributions $2,119,142 $862,964 $113,375 $883,415 $25,929
Employer Contributions 799,499 411,023 40,419 196,669 11,487
Dividends on Investments 0 114,775 17,278 192,201 1,128
Interest on Group Annuity Contracts
and Other Investment Contracts
and Cash Equivalents 557,851 8,386 0 2,316 3,485
Net Appreciation
(Depreciation) on
Investment 0 552,482 2,312 139,503 (1,934)
Loans Originated (971,263) (659,197) (16,441) (339,907) (999)
_____________________________________________________________________________________
Total Additions 2,505,229 1,290,433 156,943 1,074,197 39,096
DEDUCTIONS:
Distributions to
Participants (1,296,404) (365,426) (7,109) (509,190) (1,881)
Loan Repayments, Including
Interest 289,114 107,263 6,336 103,863 527
Transfers between Funds
(Note 1) 6,653,625 603,703 105,771 2,117,212 842
____________________________________________________________________________________
Total Additions (Deductions) 5,646,335 345,540 104,998 1,711,885 (512)
Net Additions (Deductions) 8,151,564 1,635,973 261,941 2,786,082 38,584
Net Assets Applicable to
Participants' Equity -
Beginning of year 2,428,197 3,324,374 0 1,546,592 0
____________________________________________________________________________________
-3-
<PAGE>
Net Assets Applicable to
Participants' Equity -
End of year $10,579,761 $4,960,347 $261,941 $4,332,674 $38,584
=====================================================================================
</TABLE>
The accompanying notes to financial statements are an integral
part of this statement.
- 3 -
[CAPTION]
American Home Products Corporation Savings Plan - Puerto Rico
Statement of Changes in Net Assets Applicable to Participants' Equity
For the Year Ended December 31, 1996
<TABLE>
Fidelity Receivable From
U.S. Equity Cyanamid Puerto Rico
Index Employees'
Portfolio Savings Plan Loan Fund Total Funds
ADDITIONS:
<S> <C> <C> <C> <C>
Participant Contributions $947,707 $0 $0 $4,952,532
Employer Contributions 331,942 0 0 1,791,039
Dividends on Investments 124,088 0 0 449,470
Interest on Group Annuity Contracts
and Other Investment Contracts and
Cash Equivalents 0 0 0 572,038
Net Appreciation (Depreciation)
on Investments 834,868 0 0 1,527,231
Loans Originated (519,570) 0 2,507,377 0
_________________________________________________________________
Total Additions 1,719,035 0 2,507,377 9,292,310
DEDUCTIONS:
Distributions to Participants (309,622) 0 (24,276) (2,513,908)
Loan Repayments,
Including Interest 112,183 0 (508,463) 110,823
Transfers between Funds(Note 1) 1,428,310 (11,432,598) 523,135 0
_________________________________________________________________
Total Additions (Deductions) 1,230,871 (11,432,598) (9,604) (2,403,085)
Net Additions (Deductions) 2,949,906 (11,432,598) 2,497,773 6,889,225
Net Assets Applicable to
Participants' Equity -
Beginning of year 2,336,457 11,432,598 0 21,068,218
_________________________________________________________________
Net Assets Applicable to
Participants' Equity -
End of year $5,286,363 $0 $2,497,773 $27,957,443
=================================================================
</TABLE>
The accompanying notes to financial statements are an integral part
of this statement.
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN - PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - PLAN DESCRIPTION
The following description of the American Home Products Corporation
Savings Plan - Puerto Rico (the "Plan") only provides general information.
Participants should refer to the Plan document for a more detailed and
complete description of the Plan's provisions.
General
The Plan, a defined contribution profit-sharing plan, was approved and
adopted by the Board of Directors of American Home Products Corporation
("AHPC" or the "Company") and became effective on January 1, 1993. Full
or part-time employees of the Company and its participating subsidiaries
who reside in Puerto Rico and are not a member of a recognized collective
bargaining agreement unit are eligible to participate in the Plan after
attaining age 21, as defined in the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA") and the Internal Revenue Code (the "Code").
Effective December 31, 1995, participants ("transferred participants") of the
Cyanamid Puerto Rico Employees' Savings Plan (the "ACY Plan") were included
in the Plan. The assets attributable to these participants were reflected
as a receivable from the ACY Plan at December 31, 1995. On January 3, 1996,
the Plan received amounts due from the ACY Plan from various funds within The
Vanguard Group and subsequently invested them in the Interest Income Fund, the
Fidelity Balanced Fund and the Fidelity U.S. Equity Index Portfolio.
Thereafter, the transferred participants could elect to transfer their
account balances into the other plan investment options, in accordance with
the Plan's provisions. The transferred participants account balances became
fully vested at the date of transfer. Future Company matching contributions
will vest according to the Plan's provisions.
Contributions
Participants may elect to make contributions to the Plan in whole
percentages up to a maximum of 16% of their compensation, as defined.
Contributions can be made on a before-tax basis ("salary deferral
contributions"), an after-tax basis ("after-tax contributions"), or a
combination of both. AHPC will contribute an amount equal to 50% of the
first 6% of the participant's contributions to the Plan. Under the Puerto
Rico Internal Revenue Code, salary deferral contributions, and the amount
of compensation that can be included for Plan purposes are subject to
annual limitations.
- 4 -
<PAGE>
Vesting and Separation From Service
Participants are fully vested at all times in their salary deferral and
after-tax contributions. A participant is also fully vested in Company
matching contributions if the participant has at least five years of
continuous service, as defined. If a participant has less than five years
of continuous service, such participants become vested in their matching
contribution according to the following:
Vesting
Years of Continuous Service Percentage
1 year completed 0%
2 years completed 25%
3 years completed 50%
4 years completed 75%
5 years completed 100%
Regardless of the number of years of continuous service, participants shall
be fully vested in their matching contribution account upon reaching their
65th birthday or upon death, if earlier.
The non-vested portion of the matching contribution is forfeited and becomes
available to satisfy future Company matching contributions, if employment is
terminated prior to full vesting.
Distributions
Participants are entitled to withdraw all or any portion of their after-tax
contributions. Participants may make full or partial withdrawals of funds in
any of their accounts upon attaining age 59 1/2 or for financial hardship, as
defined, before that age. Participants may qualify for hardship withdrawals
if they have an immediate and heavy financial need, as determined by the AHPC
Savings Plan Committee - Puerto Rico (the "Committee"), and have no other
funds that are readily available to meet that need. Participants are limited
to one hardship and one non-hardship withdrawal each year.
Upon termination of employment, participants are entitled to a lump sum
distribution of their vested account balance. An election can be made to
defer the distribution if the participant's account balance is greater than
$3,500 and if the participant is less than 70 1/2 years of age.
At December 31, 1996, there were no accumulated vested benefits of
participants' who have withdrawn from the Plan that had not yet been paid. At
December 31, 1995, approximately $164,000 of the net assets applicable to
participants' equity represents the accumulated vested benefits of
participants who have withdrawn from the Plan but have not yet been paid.
- - 5 -
<PAGE>
Loans
Employees who have a vested account balance of at least $2,000 may borrow
from the vested portion of their account, subject to certain maximum
amounts. Each loan is secured by the borrower's vested interest in
their account balance. Participants may have outstanding up to two general
purpose loans and one loan to acquire or construct a principal residence.
All loans must be repaid within 5 years except for those used to acquire or
construct a principal residence, which must be repaid within 15 years.
Defaults on participants' loans during the year are treated as a taxable
distribution to the outstanding balance. The interest rate charged will be
one which provides a return commensurate with a market rate, or such other
rate as permitted by government regulations. There were no loans
outstanding at December 31, 1995.
Amendment to the Plan
The Plan was amended in 1995 in connection with the ACY Plan transfer of
assets and liabilities to the Plan, in order to protect the benefits and rights
attributable to the transferred participants and effect certain other
administrative changes.
NOTE 2 - ACCOUNTING POLICIES
Investment Valuation
AHPC's common stock fund is recorded at the fair market value at December
31. Shares in the Fidelity Funds are recorded at fair market value, which
is based on their published net asset value at December 31. The contracts
comprising the Interest Income Fund are recorded at market value based upon
information supplied by Fidelity Management Trust Company.
Investment transactions are recorded on a trade date basis. Net realized
gains and losses on investments are determined, for accounting purposes, on
a moving weighted average basis as of the trade date and are included in
net appreciation(depreciation) of investments in the accompanying financial
statements.
The net change in the difference between cost and current market value of
investments held is reflected in net appreciation(depreciation)of
investments in the statement of changes in net assets applicable to
participants' equity.
Administrative Costs
All costs and expenses of administering the Plan are paid by AHPC.
-6-
<PAGE>
Receivable from Employer
The receivable from the employer at December 31, 1996 and 1995 represents
employer and employee contributions and loan repayments withheld from
employees but not remitted to the trustee until after the Plan's year-end.
Use of Estimates
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principles requires the plan administrator to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclose contingent assets and liabilities at the date
of the financial statements and the reported amounts of additions and
deductions during the reporting period. Actual results may differ from
these estimates.
NOTE 3 - INVESTMENT ELECTIONS
Participants can elect to invest amounts credited to their account in any
of six investment funds. Investment elections must be made in multiples of
10%. Transfers between funds must be made in whole percentages and/or in
an amount of at least $250.
The six investment options are as follows:
Interest Income Fund - consists primarily of contracts issued by a life
insurance company which pay a specified rate of interest for a fixed
period of time and repay principal at maturity. The fund and its
contracts are not guaranteed by the Company or any other institution.
However, the Committee has established guidelines that provide that
contracts be placed with companies rated Aa3 or higher by Moody's and
AA- or higher by Standard & Poors. The interest rate payable to Plan
participants in this fund will be a rate which reflects a blend of the
total investments made by the fund.
AHPC Common Stock Fund - consists primarily of AHPC common stock.
Purchases and sales of AHPC common stock are made in the open market.
Participants have full voting rights for shares purchased at their
direction under the Plan.
Fidelity Magellan Fund - consists of units in a mutual fund managed by
Fidelity Management & Research Company that seeks long-term capital
appreciation by actively managing investments in the stocks of
companies with above average growth potential.
Fidelity Balanced Fund - consists of units in a mutual fund managed by
Fidelity Management & Research Company, which is invested in high
yielding securities, including common stocks, preferred stocks and
-7-
<PAGE>
bonds with at least 25% of the fund's assets in fixed income senior
securities.
Fidelity International Growth and Income Fund - consists of units in a
mutual fund managed by Fidelity Management & Research Company that seeks
long-term growth and current income by investing in assets, of which at
least 65% are in securities of issuers that have their principal
business activities outside of the United States.
Fidelity U.S. Equity Index Portfolio - consists of units in a mutual
fund managed by Fidelity Management & Research Company that seeks to
provide investment results that correspond to the total return
performance of the companies that make up the Standard & Poor's 500
Index.
NOTE 4 - MANAGEMENT OF THE PLAN
The Plan is administered by the Committee, which was appointed by the
Board of Directors of AHPC. Banco Popular de Puerto Rico is the Plan's
trustee. Fidelity Management Trust Company is the recordkeeper of the
participant accounts and custodian of the Plan's assets.
NOTE 5 - INCOME TAX STATUS
Puerto Rico
The Plan is designed to be a qualified profit-sharing plan under Section
165(a) of the Puerto Rico Income Tax Act of 1954 (the "Act") and the trust
established under the Plan is intended to be tax-exempt under Section
165(a) of the Act. The Company has obtained from the Puerto Rico Treasury
Department a favorable determination that covers all Plan amendments
through January 1, 1993. The Plan has been amended since receiving the
determination letter. However, the plan administrator believes that the
Plan and the trust, meet the requirements of the Act. The principal
income tax consequences of participation in the Plan, under present law
and proposed regulations, are discussed in the Summary Plan Description
and the Plan Prospectus.
Federal Income Tax Status
The Plan does not constitute a qualified profit-sharing plan under the
provisions of Section 401(a) of the Code and the "cash and deferred
arrangement" incorporated in the Plan is not intended to qualify under
Section 401(k) of the Code. Pursuant to Section 1022 (i) (1) of ERISA,
however, the trust established thereunder is exempt from Federal income
tax under Section 501(a) of the Code. An individual who is a bona fide
resident of Puerto Rico during the entire taxable year will not be subject
to any Federal income tax on income derived from sources within Puerto
Rico. Additional Federal income tax consequences are set forth in the
Summary Plan Description.
-8-
<PAGE>
NOTE 6 - PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
plan termination, participants will become 100% vested in their accounts
and are entitled to full distribution of such amounts.
NOTE 7 - INVESTMENTS
The fair market value of individual investments that represent 5% or more
of the Plan's total net assets are as follows:
1996 1995
AHPC Common Stock, 80,542 and 67,542
shares (adjusted April 24, 1996
stock split), respectively $4,721,775 $3,409,651
American Express Trust Company
Collective Funds - Income Fund I - $1,527,604
Fidelity Balanced Fund $4,278,471 $1,508,578
John Hancock Mutual Life Insurance
GIC 5.80% Due 6/28/96 - $788,705
Fidelity U.S. Equity Index Portfolio $5,216,359 $2,206,189
John Hancock Mutual Life Insurance
GIC 6.60% Due 12/15/99 $3,118,916 -
New York Life Insurance
GIC 6.09% Due 12/15/97 $3,109,832 -
Peoples Security Life Insurance
GIC 6.83% Due 12/15/00 $3,633,008 -
- 9 -
<PAGE>
[CAPTION] SCHEDULE I
American Home Products Corporation Savings Plan - Puerto Rico
Item 27a - Schedule of Assets Held
for Investment Purposes
Employer Identification Number - 13-2526821
Plan Number 060
As of December 31, 1996
<TABLE>
DESCRIPTION OF COST/
IDENTITY OF ISSUER: OF INVESTMENT CONTRACT VALUE CURRENT VALUE
<S> <C> <C> <C>
GROUP INVESTMENT CONTRACTS:
__________________________
Allstate Life Insurance Company
GIC 6.55% Due 12/31/97 $230,329 $230,329
John Hancock Mutual Life Insurance
GIC 6.60% Due 12/15/99 3,118,916 3,118,916
New York Life Insurance
GIC 6.09% Due 12/15/97 3,109,832 3,109,832
Peoples Security Life Insurance
GIC 6.83% Due 12/15/00 3,633,008 3,633,008
___________ ___________
Total Group Investment Contracts $10,092,085 $10,092,085
=========== ===========
*American Home Products Corp.
Common Stock 80,542 shares $3,301,507 $4,721,775
========== ==========
- -10-
<PAGE>
- -continuation of the above page-
MUTUAL FUNDS:
____________
Fidelity Management Trust Co. Fidelity Magellan Fund
3,123 units $244,051 $251,870
======== ========
Fidelity Management Trust Co. Fidelity Balanced Fund
303,869 units $4,073,079 $4,278,471
========== ==========
Fidelity Management Trust Co. Fidelity International Growth
and Income Fund 1,840 units $34,691 $35,966
======= =======
Fidelity Management Trust Co. Fidelity U.S. Equity Index
Portfolio 193,557 units $4,172,696 $5,216,359
========== ==========
LOANS RECEIVABLE:
________________
Loans to Plan Participants Rates ranging from 6.5% to
11% Due through 2011 $2,497,773 $2,497,773
========== ==========
</TABLE>
* This represents a related
party interest.
The accompanying notes to financial statements are an
integral part of this schedule.
- - 10 -
<PAGE>
[CAPTION] SCHEDULE II
American Home Products Corporation Savings Plan - Puerto Rico
Item 27D - Schedule of Reportable Transactions (A)
for the year ended December 31, 1996
Employer Identification Number - 13-2526821
Plan Number - 060
<TABLE> (H) CURRENT
(F) EXPENSES VALUE OF
INCURRED ASSET ON (I) NET
(A&B) IDENTITY OF PARTY AND (C) PURCHASE (D) SELLING (E) LEASE WITH (G) COST OF TRANSACTION GAIN
DESCRIPTION PRICE PRICE RENTALS TRANSACTION ASSET DATE (LOSS)
<S> <C> <C> <C> <C> <C> <C> <C>
AMERICAN HOME PRODUCTS
CORPORATION
COMMON STOCK
131 PURCHASES $5,312,145 $0 $0 $0 $5,312,145 $5,312,145 $0
76 SALES 0 1,228,273 0 0 837,292 1,228,273 390,981
INTEREST INCOME FUND
142 PURCHASES $13,385,325 $0 $0 $0 $13,385,325 $13,385,325 $0
112 MATURITIES 0 2,972,192 0 0 2,972,192 2,972,192 0
FIDELITY BALANCED FUND
132 PURCHASES $3,721,192 $0 $0 $0 $3,721,192 $3,721,192 $0
100 SALES 0 1,090,802 0 0 1,091,202 1,090,802 (400)
FIDELITY U.S. EQUITY INDEX PORTFOLIO
131 PURCHASES $3,161,067 $0 $0 $0 $3,161,067 $3,161,067 $0
88 SALES 0 985,766 0 0 807,069 985,766 178,697
</TABLE>
(A) Reportable transactions are those purchases and sales of the same security
which, individually or in the aggregate, exceed 5% of the total plan net
assets as of the beginning of the Plan year.
The accompanying notes to financial statements are an
integral part of this schedule.
- 11 -
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 11-K into the American Home Products
Corporation previously filed Form S-3 Registration Statements No. 33-45324
and 33-57339 and Form S-8 Registration Statements No. 2-96127, 33-53733,
33-55449, 33-14458, 33-45970, 33-50149, 33-24068, 33-41434, 33-55456 and
333-15509.
ARTHUR ANDERSEN LLP
New York, New York
June 25, 1997
