========================================================================
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, 1998
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
----------------------------------
(Registrant)
By: /s/ Paul J. Jones
-------------------------------
Paul J. Jones
Vice President and Comptroller
Date: June 23, 1999
<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 23, 1999
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN - PUERTO RICO
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998 and 1997
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, 1998 and 1997
INDEX
Page
----
Report of Independent Public Accountants
Statements of Net Assets Applicable to Participants'
Equity as of December 31, 1998 and 1997 1 - 2
Statement of Changes in Net Assets Applicable
to Participants' Equity for the Year Ended
December 31, 1998 3
Notes to Financial Statements 4 - 9
Supplemental Schedules:
I. Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1998 Schedule I
II. Item 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1998 Schedule II
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, 1998 and 1997, and the related statement of
changes in net assets applicable to participants' equity for the year ended
December 31, 1998. 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, 1998 and 1997, and the changes in its net assets applicable to
participants' equity for the year ended December 31, 1998, 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 23, 1999
<PAGE>
<TABLE>
American Home Products Corporation Savings Plan - Puerto Rico
Statement of Net Assets Applicable to Participants' Equity
As of December 31, 1998
<CAPTION>
Fidelity
AHPC International
Interest Common Fidelity Fidelity Growth &
Income Stock Magellan Balanced Income
Fund Fund Fund Fund Fund
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash and Cash
Equivalents $276,948 $278,367 $0 $0 $0
Investments at
Market Value 0 15,191,085 2,228,130 5,212,689 221,236
Group Annuity and
Other Investment
Contracts, at
Contract Value 7,151,934 0 0 0 0
Loans to Plan
Participants 0 0 0 0 0
Receivable from
Employer 109,241 275,186 37,402 56,492 6,270
----------------------------------------------------------------
Net Assets
Applicable to
Participants'
Equity $7,538,123 $15,744,638 $2,265,532 $5,269,181 $227,506
================================================================
Fidelity Fidelity
Spartan Low-Priced MAS
U.S. Equity Stock Value Loan Total
Index Fund Fund Portfolio Fund Funds
----------------------------------------------------------------
Cash and Cash
Equivalents $0 $0 $0 $0 $555,315
Investments at
Market Value 9,387,860 281,263 125,967 0 32,648,230
Group Annuity and
Other Investment
Contracts, at
Contract Value 0 0 0 0 7,151,934
Loans to Plan
Participants 0 0 0 4,201,952 4,201,952
Receivable from
Employer 109,120 4,967 5,058 0 603,736
----------------------------------------------------------------
Net Assets
Applicable to
Participants'
Equity $9,496,980 $286,230 $131,025 $4,201,952 $45,161,167
=================================================================
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
- 1 -
<PAGE>
<TABLE>
American Home Products Corporation Savings Plan - Puerto Rico
Statement of Net Assets Applicable to Participants' Equity
As of December 31, 1997
<CAPTION>
Fidelity
AHPC International
Interest Common Fidelity Fidelity Growth &
Income Stock Magellan Balanced Income
Fund Fund Fund Fund Fund
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash and Cash
Equivalents $315,100 $230,678 $0 $0 $0
Investments at
Market Value 0 7,317,416 1,078,102 5,434,425 203,161
Group Annuity and
Other Investment
Contracts, at
Contract Value 10,737,343 0 0 0 0
Loans to Plan
Participants 0 0 0 0 0
Receivable from
Employer 147,469 86,467 22,946 54,659 5,283
---------------------------------------------------------------------
Net Assets
Applicable to
Participants'
Equity $11,199,912 $7,634,561 $1,101,048 $5,489,084 $208,444
========================================================================
Fidelity Fidelity
Spartan Low-Priced MAS
U.S. Equity Stock Value Loan Total
Index Fund Fund Portfolio Fund Funds
------------------------------------------------------------------------
Cash and Cash
Equivalents $0 $0 $0 $0 $545,778
Investments at
Market Value 7,985,752 132,420 74,442 0 22,225,718
Group Annuity and
Other Investment
Contracts, at
Contract Value 0 0 0 0 10,737,343
Loans to Plan
Participants 0 0 0 3,656,292 3,656,292
Receivable from
Employer 86,541 2,815 1,411 0 407,591
------------------------------------------------------------------------
Net Assets
Applicable to
Participants'
Equity $8,072,293 $135,235 $75,853 $3,656,292 $37,572,722
========================================================================
The accompanying notes to financial statements are an integral part of this statement.
- 2 -
</TABLE>
<PAGE>
<TABLE>
American Home Products Corporation Savings Plan - Puerto Rico
Statement of Changes in Net Assets Applicable to Participants' Equity
For the Year Ended December 31, 1998
<CAPTION>
Fidelity
AHPC Fidelity Fidelity International
Interest Common Magellan Balanced Growth &
Income Fund Stock Fund Fund Fund Income Fund
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions:
Participant Contributions $1,410,234 $1,653,951 $450,136 $779,079 $71,687
Employer Contributions 474,340 639,874 119,021 192,016 33,798
Dividends on Investments 0 200,513 97,516 521,097 7,227
Interest on Group Annuity and Other
Investment Contracts and Cash
Equivalents 530,811 24,120 0 0 0
Net Appreciation (Depreciation) on
Investments 0 4,125,978 411,506 479,974 15,278
Loans Originated (589,020) (1,026,450) (108,218) (348,702) (15,862)
-----------------------------------------------------------------------
Total Additions 1,826,365 5,617,986 969,961 1,623,464 112,128
Deductions:
Benefits Paid to Participants (1,130,162) (981,074) (156,709) (553,531) (11,226)
Loan Repayments, Including Interest 517,114 639,399 124,619 240,385 8,219
Transfers out of Plan (2,832,457) (121,834) (214,947) (705,650) (44,600)
-----------------------------------------------------------------------
Total Deductions (3,445,505) (463,509) (247,037) (1,018,796) (47,607)
Net (Deductions) Additions Prior
to Interfund Transfers (1,619,140) 5,154,477 722,924 604,668 64,521
Interfund Transfers (2,042,649) 2,955,600 441,560 (824,571) (45,459)
Net (Deductions) Additions (3,661,789) 8,110,077 1,164,484 (219,903) 19,062
Net Assets Applicable to
Participants'
Equity:
Beginning of year 11,199,912 7,634,561 1,101,048 5,489,084 208,444
-----------------------------------------------------------------------
End of year $7,538,123 $15,744,638 $2,265,532 $5,269,181 $227,506
=======================================================================
Fidelity
Spartan Fidelity
U.S. Equity Low-Priced MAS Value
Index Fund Stock Fund Portfolio Loan Fund Total Funds
-----------------------------------------------------------------------
Additions:
Participant Contributions $1,311,148 $61,960 $55,341 $0 $5,793,536
Employer Contributions 417,429 14,803 11,670 0 1,902,951
Dividends on Investments 202,094 23,415 19,844 0 1,071,706
Interest on Group Annuity and Other
Investment Contracts and Cash
Equivalents 0 0 0 0 554,931
Net Appreciation (Depreciation) on
Investments 1,992,583 (27,371) (21,696) 0 6,976,252
Loans Originated (698,261) (24,074) (15,001) 2,825,588 0
-----------------------------------------------------------------------
Total Additions 3,224,993 48,733 50,158 2,825,588 16,299,376
Deductions:
Benefits Paid to Participants (838,778) (20,023) (14,744) (170,045) (3,876,292)
Loan Repayments, Including Interest 450,263 22,545 18,471 (1,700,140) 320,875
Transfers out of Plan (770,752) (32,196) (23,335) (409,743) (5,155,514)
-----------------------------------------------------------------------
Total Deductions (1,159,267) (29,674) (19,608) (2,279,928) (8,710,931)
Net (Deductions) Additions Prior to 2,065,726 19,059 30,550 545,660 7,588,445
Interfund Transfers
Interfund Transfers (641,039) 131,936 24,622 0 0
Net (Deductions) Additions 1,424,687 150,995 55,172 545,660 7,588,445
Net Assets Applicable to Participants'
Equity:
Beginning of year 8,072,293 135,235 75,853 3,656,292 37,572,722
-----------------------------------------------------------------------
End of year $9,496,980 $286,230 $131,025 $4,201,952 $45,161,167
=======================================================================
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
- 3 -
<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 ("AHP" 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 Document. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"), as amended, and the Puerto Rico Internal
Revenue Code (the "PR Code").
In connection with the sale of the Sherwood-Davis & Geck medical devices
business effective February 28, 1998, the assets attributable to participants
from the medical devices business were transferred out of the Plan.
Contributions
- -------------
Participants may elect to make contributions to the Plan in whole percentages up
to a maximum of 16% of their covered 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. AHP will contribute
an amount equal to 50% of the first 6% of the participant's covered compensation
to the Plan. Under the PR Code, salary deferral contributions that can be
included for Plan purposes are subject to annual limitations.
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 participants have less than five years of continuous service,
such participants become vested in their matching contributions according to the
following schedule:
- 4 -
<PAGE>
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. As of December 31, 1998, the amount of
forfeitures available to offset future Company contributions totaled $4,367.
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 in the Plan, before that age. Participants may qualify for hardship
withdrawals if they have an immediate and heavy financial need, as determined by
the AHP 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 $5,000 and
if the participant is less than 70 1/2 years of age.
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.
Participants in the Plan may borrow up to 50% of their vested account balances.
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 of the outstanding balance. The interest
rate charged provides a return commensurate with a market rate, or such other
rate as permitted by government regulations.
Amendments to the Plan
- ----------------------
Effective January 1, 1998, the Committee amended the Plan with regards to the
provisions dealing with hardship withdrawals, restrictions on loan repayments,
and to increase from $3,500 to $5,000 the threshold for the automatic cashout of
terminated employees.
- 5 -
<PAGE>
NOTE 2 - ACCOUNTING POLICIES
-------------------
Investment Valuation
- --------------------
AHP's common stock fund is recorded at the fair market value at December 31,
1998 and 1997. Shares in the Fidelity Funds and the MAS Value Portfolio are
recorded at fair market value, which is based on their published net asset value
at December 31, 1998 and 1997. The contracts comprising the Interest Income Fund
are recorded at contract value based upon information supplied by Fidelity
Management Trust Company which approximates market value.
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 Statement of Changes in Net Assets
Applicable to Participants' Equity.
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 AHP.
Receivable from Employer
- ------------------------
The receivable from employer at December 31, 1998 and 1997 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 financial statements have been prepared in accordance with generally
accepted accounting priciples and necessarily include amounts based on
judgements and estimates made by management.
NOTE 3 - INVESTMENT ELECTIONS
--------------------
Participants can elect to invest amounts credited to their account in any of
eight investment funds and transfer amounts between funds at any time during the
year. 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.
- 6 -
<PAGE>
The eight investment options are as follows:
Interest Income Fund - consists primarily of contracts issued by life
insurance companies 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
& Poor. 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. The
average blended interest rate attributable to these contracts approximated
6.59% for 1998.
AHPC Common Stock Fund - consists primarily of AHP common stock. Purchases
and sales of AHP common stock are made in the open market. Participants have
full voting rights for equivalent shares purchased at their direction under
the Plan.
Fidelity Magellan Fund - consists of shares 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 shares in a mutual fund managed by
Fidelity Management & Research Company, which is invested in high yielding
securities, including common stocks, preferred stocks and bonds, with at
least 25% of the fund's assets in fixed income senior securities.
Fidelity International Growth & Income Fund - consists of shares 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 Spartan U.S. Equity Index Fund - consists of shares 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.
Fidelity Low-Priced Stock Fund - consists of shares in a mutual fund managed
by Fidelity Management & Research Company that invests primarily in domestic
and international small capitalization equities.
MAS Value Portfolio - consists of shares in a mutual fund managed by Miller
Anderson & Sherrerd which seeks long-term returns by investing in stocks of
large and mid-sized companies.
- 7 -
<PAGE>
NOTE 4 - MANAGEMENT OF THE PLAN
----------------------
The Plan is administered by the Committee, which was appointed by the Board of
Directors of AHP. Banco Popular de Puerto Rico is the Plan's trustee. Fidelity
Management Trust Company is the recordkeeper of the participant accounts,
custodian of the Plan's assets, and is a party-in-interest to the Plan.
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 letter that covers all plan amendments through January 1, 1996.
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,
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 Internal Revenue Code (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.
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 Company contribution accounts and
are entitled to full distribution of such amounts.
- 8 -
<PAGE>
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:
1998 1997
---- ----
AHPC Common Stock Fund, 269,764 and
191,284* shares, respectively $15,191,085 $7,317,416
Fidelity Balanced Fund $5,212,689 $5,434,425
Fidelity Spartan U.S. Equity Index Fund $9,387,860 $7,985,752
Monumental Life Insurance
GIC 6.95% Due 12/15/00 $2,278,789 -
John Hancock Mutual Life Insurance
GIC 6.60% Due 12/15/99 - $3,324,765
Peoples Security Life Insurance
GIC 6.83% Due 12/15/01 - $3,881,141
*Adjusted to reflect a two-for-one common stock split effective April 24, 1998.
- 9 -
<PAGE>
<TABLE>
Schedule I
American Home Products Corporation Savings Plan - Puerto Rico
Item 27a - Schedule of Assets Held for Investment Purposes
As of December 31, 1998
Employer Identification Number - 13-2526821
Plan Number - 060
<CAPTION>
(d) Cost/
(a&b) Identity of Issuer (c) Description of Investment Contract Value (e)Current Value
- ------------------------ ----------------------------- -------------- ----------------
<S> <C> <C> <C>
Group Annuity and Investment Contracts:
- ---------------------------------------
AIG Life Insurance GIC 5.38% Due 12/15/04 $551,756 $551,756
Allstate Life Insurance GIC 6.55% Due 12/16/02 1,520,872 1,520,872
John Hancock Mutual Life Insurance GIC 6.60% Due 12/15/99 1,245,582 1,245,582
Monumental Life Insurance GIC 6.95% Due 12/15/00 2,278,789 2,278,789
Transamerica Life and Annuity GIC 6.08% Due 12/15/02 1,554,935 1,554,935
---------- -----------
Total Group Annuity and Other Investment Contracts $7,151,934 $7,151,934
========== ===========
American Home Products
Corporation Common Stock* 269,764 shares $9,127,387 $15,191,085
------------------------- ========== ===========
* Represents a party-in-interest to the Plan
The accompanying notes to financial statements are an integral part of this schedule.
</TABLE>
<PAGE>
<TABLE>
Schedule I
(Continued)
American Home Products Corporation Savings Plan - Puerto Rico
Item 27a - Schedule of Assets Held for Investment Purposes
As of December 31, 1998
Employer Identification Number - 13-2526821
Plan Number - 060
<CAPTION>
(d) Cost/
(a&b) Identity of Issuer (c) Description of Investment Contract Value (e)Current Value
- ------------------------ ----------------------------- -------------- ----------------
<S> <C> <C> <C>
Mutual Funds:
- -------------
Fidelity Management Trust Company* Magellan Fund
18,441 shares $1,841,287 $2,228,130
========== ===========
Fidelity Management Trust Company* Balanced Fund
318,625 shares $4,633,489 $5,212,689
========== ===========
Fidelity Management Trust Company* International Growth & Income Fund
10,580 shares $219,363 $221,236
========== ===========
Fidelity Management Trust Company* Spartan U.S. Equity Index Fund
213,554, shares $6,180,353 $9,387,860
========== ===========
Fidelity Management Trust Company* Low-Priced Stock Fund
12,309 shares $310,914 $281,263
========== ===========
Miller Anderson & Sherrerd MAS Value Portfolio
8,729 shares $152,171 $125,967
========== ===========
Loans Receivable:
- -----------------
Loans to Plan Participants Rates ranging from 6.5% to 11%
Due through 2011 $4,201,952 $4,201,952
========== ===========
* Represents a party-in-interest to the Plan
The accompanying notes to financial statements are an integral part of this schedule.
</TABLE>
<PAGE>
<TABLE>
Schedule II
American Home Products Corporation Savings Plan - Puerto Rico
Item 27d - Schedule of Reportable Transactions (A)
For the Year Ended December 31, 1998
Employer Identification Number - 13-2526821
Plan Number - 060
<CAPTION>
(h) CURRENT
(f) EXPENSES VALUE OF
INCURRED ASSET ON
(a&b) IDENTITY OF PARTY INVOLVED (c) PURCHASE (d) SELLING (e) LEASE WITH (g) COST OF TRANSACTION (i) NET GAIN OR
AND DESCRIPTION OF ASSET PRICE PRICE RENTALS TRANSACTION ASSET DATE LOSS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
AMERICAN HOME PRODUCTS
CORPORATION
COMMON STOCK
227 PURCHASES $8,539,506 $0 $0 $0 $8,539,506 $8,539,506 $0
172 SALES $0 $4,854,272 $0 $0 $3,761,025 $4,854,272 $1,093,247
JOHN HANCOCK LIFE INSURANCE CO.
2 MATURITIES $0 $2,200,000 $0 $0 $2,200,000 $2,200,000 $0
TRANSAMERICA OCCIDENTAL
7 PURCHASES $2,150,000 $0 $0 $0 $2,150,000 $2,150,000 $0
6 MATURITIES $0 $1,007,000 $0 $0 $1,007,000 $1,007,000 $0
FIDELITY MANAGEMENT
TRUST COMPANY
INSTITUTIONAL MONEY MARKET FUND
108 PURCHASES $10,319,229 $0 $0 $0 $10,319,229 $10,319,229 $0
188 SALES $0 $10,385,807 $0 $0 $10,385,807 $10,385,807 $0
FIDELITY BALANCED FUND
190 PURCHASES $2,458,666 $0 $0 $0 $2,458,666 $2,458,666 $0
165 SALES $0 $3,160,339 $0 $0 $2,975,029 $3,160,339 $185,310
FIDELITY MAGELLAN FUND
184 PURCHASES $2,145,901 $0 $0 $0 $2,145,901 $2,145,901 $0
131 SALES $0 $1,407,380 $0 $0 $1,274,787 $1,407,380 $132,593
FIDELITY SPARTAN U.S. EQUITY INDEX
FUND
222 PURCHASES $4,210,076 $0 $0 $0 $4,210,076 $4,210,076 $0
170 SALES $0 $4,800,553 $0 $0 $4,327,904 $4,800,553 $472,649
(A) Reportable transactions are those purchases and sales of the same security which, individually or in the aggregrate
exceed 5% of the total plan net assets as of the beginning of the year.
The accompanying notes to financial statements are an integral part of this schedule.
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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.'s 33-45324 and 33-57339
and Form S-8 Registration Statements No.'s 2-96127, 33-53733, 33-55449,
33-14458, 33-45970, 33-50149, 33-24068, 33-41434, 33-55456, 333-15509 and
333-76939.
ARTHUR ANDERSEN LLP
New York, New York
June 23, 1999
