<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1994
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K/A
AMENDMENT TO FORM 10-K ANNUAL REPORT
Filed pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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MERCK & CO., INC.
P.O. BOX 100
WHITEHOUSE STATION, NEW JERSEY 08889-0100
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<PAGE> 2
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its annual report on Form 10-K for the
fiscal year ended December 31, 1993 as set forth below:
1. Add Exhibit Numbers 99(a), 99(b) and 99(c) as follows:
<TABLE>
<CAPTION>
EXHIBIT METHOD OF
NUMBER DESCRIPTION FILING
<C> <S> <C>
99(a) -- Financial statements and exhibits P -- financial
required by Form 11-K Annual Report statements/schedules prepared in
pursuant to Section 15(d) of the accordance with the financial
Securities Exchange Act of 1934 for reporting requirements of ERISA.
the Merck & Co., Inc. Employee Remainder of exhibit filed with
Savings and Security Plan for the this Form 10-K/A Amendment
fiscal year ended December 31, 1993
99(b) -- Financial statements and exhibits P -- financial
required by Form 11-K Annual Report statements/schedules prepared in
pursuant to Section 15(d) of the accordance with the financial
Securities Exchange Act of 1934 for reporting requirements of ERISA.
the Merck & Co., Inc. Employee Stock Remainder of exhibit filed with
Purchase and Savings Plan for the this Form 10-K/A Amendment
fiscal year ended December 31, 1993
99(c) -- Financial statements and exhibits P -- financial
required by Form 11-K Annual Report statements/schedules prepared in
pursuant to Section 15(d) of the accordance with the financial
Securities Exchange Act of 1934 for reporting requirements of ERISA.
the Hubbard Farms, Inc. Employee Remainder of exhibit filed with
Savings Plan for the fiscal year this Form 10-K/A Amendment
ended December 31, 1993
</TABLE>
2
<PAGE> 3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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.
MERCK & CO., INC.
Dated: June 10, 1994
By P. ROY VAGELOS
(CHAIRMAN OF THE BOARD,
PRESIDENT
AND CHIEF EXECUTIVE
OFFICER)
By /s/CELIA A. COLBERT
CELIA A. COLBERT
(ATTORNEY-IN-FACT)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
AMENDMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<C> <S> <C>
P. ROY VAGELOS Chairman of the Board,
President and Chief
Executive Officer;
Principal Executive
Officer; Director
JUDY C. LEWENT Senior Vice President
and Chief Financial
Officer; Principal
Financial Officer
PETER E. NUGENT Vice President, Controller;
Principal Accounting
Officer
June 10, 1994
H. BREWSTER ATWATER, JR.
DEREK BIRKIN
LAWRENCE A. BOSSIDY
WILLIAM G. BOWEN
CAROLYNE K. DAVIS Directors
LLOYD C. ELAM
CHARLES E. EXLEY, JR.
WILLIAM N. KELLEY
DENNIS WEATHERSTONE
</TABLE>
CELIA A. COLBERT, BY SIGNING HER NAME HERETO, DOES HEREBY SIGN THIS
DOCUMENT PURSUANT TO POWERS OF ATTORNEY DULY EXECUTED BY THE PERSONS NAMED,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS AN EXHIBIT TO FORM 10-K, ON
BEHALF OF SUCH PERSONS, ALL IN THE CAPACITIES AND ON THE DATE STATED, SUCH
PERSONS INCLUDING A MAJORITY OF THE DIRECTORS OF THE COMPANY.
By /s/CELIA A. COLBERT
CELIA A. COLBERT
(ATTORNEY-IN-FACT)
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
<C> <S> <C>
99(a) -- Financial statements and exhibits required by P -- financial
Form 11-K Annual Report pursuant to Section statements/schedules prepared in
15(d) of the Securities Exchange Act of 1934 accordance with the financial
for the Merck & Co., Inc. Employee Savings and reporting requirements of ERISA.
Security Plan for the fiscal year ended Remainder of exhibit filed with
December 31, 1993 this Form 10-K/A Amendment
99(b) -- Financial statements and exhibits required by P -- financial
Form 11-K Annual Report pursuant to Section statements/schedules prepared in
15(d) of the Securities Exchange Act of 1934 accordance with the financial
for the Merck & Co., Inc. Employee Stock reporting requirements of ERISA.
Purchase and Savings Plan for the fiscal year Remainder of exhibit filed with
ended December 31, 1993 this Form 10-K/A Amendment
99(c) -- Financial statements and exhibits required by P -- financial
Form 11-K Annual Report pursuant to Section statements/schedules prepared in
15(d) of the Securities Exchange Act of 1934 accordance with the financial
for the Hubbard Farms, Inc. Employee Savings reporting requirements of ERISA.
Plan for the fiscal year ended December 31, Remainder of exhibit filed with
1993 this Form 10-K/A Amendment
</TABLE>
<PAGE> 1
EXHIBIT 99(a)
FINANCIAL STATEMENTS AND EXHIBITS
REQUIRED BY FORM 11-K ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-3305
---------------------
MERCK & CO., INC. EMPLOYEE SAVINGS AND SECURITY PLAN
(Full title of the plan)
MERCK & CO., INC.
P.O. BOX 100
WHITEHOUSE STATION, NEW JERSEY 08889-0100
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office)
<PAGE> 2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Merck & Co., Inc.:
We have audited the accompanying statements of net assets available for
benefits of the Merck & Co., Inc. Employee Savings and Security Plan as of
December 31, 1993 and 1992, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1993. These financial
statements and the 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 available for benefits of the Plan as
of December 31, 1993 and 1992, and the changes in its net assets available for
benefits for the year ended December 31, 1993, in conformity with generally
accepted accounting principles.
Our audits were made 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 supplemental schedules have been
subjected to the auditing procedures applied in the audit 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 & CO.
New York, New York
May 12, 1994
1
<PAGE> 3
The financial statements and schedules prepared in accordance with the financial
reporting requirements of ERISA and belonging to this Exhibit 99(a) are being
filed in paper under cover of Form SE pursuant to Regulation S-T, Item 311.
<PAGE> 4
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated May 12, 1994 included in the financial
statements and exhibits required by Form 11-K Annual Report for the Merck & Co.,
Inc. Employee Savings and Security Plan into the Company's previously filed
Registration Statements on Form S-8 (Nos. 33-21087, 33-21088, 33-36101,
33-40177, 33-51235 and 33-53463), on Form S-4 (No. 33-50667) and on Form S-3
(Nos. 33-60322, 33-39349 and 33-51785).
ARTHUR ANDERSEN & CO.
New York, New York
June 10, 1994
<PAGE> 1
EXHIBIT 99(b)
FINANCIAL STATEMENTS AND EXHIBITS
REQUIRED BY FORM 11-K ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-3305
---------------------
MERCK & CO., INC. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
(Full title of the plan)
MERCK & CO., INC.
P.O. BOX 100
WHITEHOUSE STATION, NEW JERSEY 08889-0100
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office)
<PAGE> 2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Merck & Co., Inc.:
We have audited the accompanying statements of net assets available for
benefits of the Merck & Co., Inc. Employee Stock Purchase and Savings Plan as of
December 31, 1993 and 1992, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1993. These financial
statements and the 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 available for benefits of the Plan as
of December 31, 1993 and 1992, and the changes in its net assets available for
benefits for the year ended December 31, 1993, in conformity with generally
accepted accounting principles.
Our audits were made 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 supplemental schedules have been
subjected to the auditing procedures applied in the audit 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 & CO.
New York, New York
May 12, 1994
1
<PAGE> 3
The financial statements and schedules prepared in accordance with the financial
reporting requirements of ERISA and belonging to this Exhibit 99(b) are being
filed in paper under cover of Form SE pursuant to Regulation S-T, Item 311.
<PAGE> 4
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated May 12, 1994 included in the financial
statements and exhibits required by Form 11-K Annual Report for the Merck & Co.,
Inc. Employee Stock Purchase and Savings Plan into the Company's previously
filed Registration Statements on Form S-8 (Nos. 33-21087, 33-21088, 33-36101,
33-40177, 33-51235 and 33-53463), on Form S-4 (No. 33-50667) and on Form S-3
(Nos. 33-60322, 33-39349 and 33-51785).
ARTHUR ANDERSEN & CO.
New York, New York
June 10, 1994
<PAGE> 1
EXHIBIT 99(c)
FINANCIAL STATEMENTS AND EXHIBITS
REQUIRED BY FORM 11-K ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-3305
---------------------
HUBBARD FARMS, INC. EMPLOYEE SAVINGS PLAN
(Full title of the plan)
MERCK & CO., INC.
P.O. BOX 100
WHITEHOUSE STATION, NEW JERSEY 08889-0100
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office)
<PAGE> 2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Merck & Co., Inc.:
We have audited the accompanying statements of net assets available for
benefits of the Hubbard Farms, Inc. Employee Savings Plan as of December 31,
1993 and 1992, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1993. These financial statements and
the 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 available for benefits of the Plan as
of December 31, 1993 and 1992, and the changes in its net assets available for
benefits for the year ended December 31, 1993, in conformity with generally
accepted accounting principles.
Our audits were made 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 supplemental schedules have been
subjected to the auditing procedures applied in the audit 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 & CO.
New York, New York
May 12, 1994
1
<PAGE> 3
The financial statements and schedules prepared in accordance with the financial
reporting requirements of ERISA and belonging to this Exhibit 99(c) are being
filed in paper under cover of Form SE pursuant to Regulation S-T, Item 311.
<PAGE> 4
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated May 12, 1994 included in the financial
statements and exhibits required by Form 11-K Annual Report for the Hubbard
Farms, Inc. Employee Savings Plan into Merck & Co., Inc.'s previously filed
Registration Statements on Form S-8 (Nos. 33-21087, 33-21088, 33-36101,
33-40177, 33-51235 and 33-53463), on Form S-4 (No. 33-50667) and on Form S-3
(Nos. 33-60322, 33-39349 and 33-51785).
ARTHUR ANDERSEN & CO.
New York, New York
June 10, 1994
