<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Definitive proxy statement
/X/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MERCK & CO., INC.
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(Name of Registrant as Specified in Its Charter)
MERCK & CO., INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
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(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registrations statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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(1)Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
Attached is material which the Company believes has previously been
publicly disseminated by the Sheet Metal Workers' International Association
Local Union 19, of which Mr. Thomas J. Kelly is President/Business Manager, and
a letter which the Company received from the Sheet Metal Workers' Local 19. The
Company may use some or all of this material in the future in connection with
the solicitation of proxies from its stockholders. The Company did not ask for,
or receive consent from, the Sheet Metal Workers' Local 19 to the use of this
material as proxy soliciting material.
<PAGE> 3
BOYCOTT MERCK DRUGS
MERCK demands top dollar when you buy its drugs from your hospital or
pharmacy. Indeed, MERCK's profits depend on you and your doctor to request
MERCK drugs by brand-name, and to pay the higher prices that name entails. But
now MERCK insists on "cut-rate" labor when it builds or renovates its
corporate and manufacturing facilities.
MERCK wants your hard earned dollars, but now it is using some of
those dollars to undercut the wages and benefit standards of this community.
Construction workers currently employed by contractors on MERCK building
projects receive wages and benefits far below the prevailing rate for building
trades workers in the Greater Philadelphia area. But MERCK is allowing those
cut-rate contractors to perform work on its construction projects, even though
MERCK depends for its very existence on your purchase of top-priced drug
products.
We believe that any attempt to undercut the wage standards of any
worker can spread throughout the community and harm us all. If we don't fight
back, no craftsman, no salesman, no employee of any kind will be safe. Your
job, your livelihood, may be next!
PLEASE BOYCOTT MERCK DRUGS until MERCK stops allowing its construction
work to be done at substandard wage and benefit levels. Let MERCK know you
won't pay them to hurt you and your family.
REFUSE MERCK DRUGS by asking your doctor or pharmacy to substitute an
alternative wherever medically possible.
CALL MERCK'S CEO, Dr. Roy Vagelos at 908-594-6775 or 215-661-5236 and
tell him that you deplore MERCK's destruction of your way of life.
SHEET METAL WORKERS' INTERNATIONAL ASSOCIATION
LOCAL UNION NO. 19
1301 SOUTH DELAWARE AVENUE
PHILADELPHA, PA 19147
(215) 952-1999
We are not asking anyone to cease deliveries or work for MERCK or any entity.
[Union Label]
<PAGE> 4
[CARTOON A - See Appendix for Narrative]
PHILADELPHIA HAS A NEW TURKEY THIS THANKSGIVING--Merck & Company, the
pharmaceutical firm.
Merck has hired a union-busting construction manager from South
Carolina to take jobs away from skilled union workers. Don't help them. Please
don't buy these Merck, Sharp & Dohme products:
<TABLE>
<S> <C> <C>
ALDOCLOR ALDOMET ALDORIL
BENEMID BLOCADREN CLINORIL
COGENTIN ColBENEMID CORTONE
CUPRID CUPRIMINE DARANIDE
DECADERM DECADERM DECADRON
DECADRON IN ESTERGEL DEMSER
TABLETS DECASPRAY DOLOBID
DIUPRES DIURIL FLEXERIL
EDECRIN ELAVIL HYDROCORTONE
FLOROPRYL HUMORSOL INDOCIN
HydroDIURIL HYDROPRES MEPHYTON
INVERSINE LACRISERT MINTEZOL
MEVACOR MIDAMOR NOROXIN
MODURETIC NEODECADRON REDISOL
PEPCID PERIACTIN TIMOPTIC
SINEMET TIMOLIDE URECHOLINE
TONOCARD TRIAVIL VIVACTIL
VASERETIC VASOTEC
</TABLE>
[Union Seal]
For more information, contact: Thomas J. Kelly, president & business manager,
Sheet Metal Workers International Association, Local Union 19, 1301 South
Delaware Ave., Philadelphia, Pa. 19147 (215) 952-1999.
<PAGE> 5
Ask your druggist
[CARTOON B - See Appendix for Narrative]
Why is Merck & Co. using a union busting construction manager from
South Carolina to take jobs away from skilled union craftsmen?
Support your neighbors and friends. Please don't purchase these Merck,
Sharp & Dohme pharmaceutical products:
<TABLE>
<S> <C> <C>
ALDOCLOR ALDOMET ALDORIL
BENEMID BLOCADREN CLINORIL
COGENTIN ColBENEMID CORTONE
CUPRID CUPRIMINE DARANIDE
DECADERM DECADERM DECADRON
DECADRON IN ESTERGEL DEMSER
TABLETS DECASPRAY DOLOBID
DIUPRES DIURIL FLEXERIL
EDECRIN ELAVIL HYDROCORTONE
FLOROPRYL HUMORSOL INDOCIN
HydroDIURIL HYDROPRES MEPHYTON
INVERSINE LACRISERT MINTEZOL
MEVACOR MIDAMOR NOROXIN
MODURETIC NEODECADRON REDISOL
PEPCID PERIACTIN TIMOPTIC
SINEMET TIMOLIDE URECHOLINE
TONOCARD TRIAVIL VIVACTIL
VASERETIC VASOTEC
</TABLE>
[Union Seal]
For more information, contact: Thomas J. Kelly, president & business manager,
Sheet Metal Workers International Association, Local Union 19, 1301 South
Delaware Ave., Philadelphia, Pa. 19147 (215) 952-1999.
<PAGE> 6
SHEET METAL WORKERS' LOCAL UNION NO. 19
BENEFIT FUNDS
1301 S. Delaware Avenue o Philadelphia, PA 19147
(215) 952-1990
HEALTH & WELFARE o PENSION o VACATION o ANNUITY
October 22, 1987
Dear Participant:
Enclosed is your new identification card for our prescription drug program.
This card is to be used for the six month period commencing November 1, 1987.
We have listed on the card your dependents currently carried on Welfare Fund
records. Should changes be necessary please notify the Fund office so a new
card can be issued.
Please note "Merck Products Excluded" has been indicated on your identification
card. Recently the Merck Co. has contracted for a $6,000,000 job to be
performed by non-union contractors. This will result in a loss of 45 jobs for
members of Local Union # 19 that could be expected to last a year.
As union members, we cannot condone the purchase of prescription drugs
manufactured by a company that through their use of non-union labor is
depriving Local # 19 members of jobs. At our request, NPA has reviewed our paid
prescriptions for the past 12 months. We are informed that of the total
prescriptions paid, more than $85,000 was for Merck products.
We will not, therefore, effective November 1, 1987 provide payment for
prescription drugs manufactured by the Merck Co. For your information a list of
Merck products is attached. Should you currently be using any of these
products, when you require a refill, request your doctor write a prescription
for a generic equivalent or if not available for a similar medication
manufactured by another company.
If you are not currently using medication you may in the future. Request that
your doctor prescribe other than Merck products. There may be some few cases
where the prescription required is manufactured only by Merck and no generic
substitution is available. In these cases you should use a Direct Pay form
which should be completed by the pharmacist at the time of the prescription
drug purchase. The completed form should be forwarded to NPA for payment.
Direct Pay forms may be secured from the Welfare Fund Office upon request. Upon
verification that no generic equivalent or similar drug is available you will
receive reimbursement from NPA.
If you do not have a Direct Pay form at the time you purchase a Merck product
for which there is no generic equivalent or similar drug recommended by your
physician, secure an itemized receipt from the pharmacist indicating name of
patient, date of purchase, name of drug and quantity purchased. This receipt
should be forwarded to the Welfare Fund Office for payment.
We request your full cooperation in this effort. As union members we must
convey a message to companies using non-union labor that we will not use their
products. They must be made to understand that the savings realized by use of
non-union labor may not appear as significant when offset by loss of sales.
Sincerely,
/S/ Joseph L. Cavanaugh
Joseph L. Cavanaugh
Administrator
<PAGE> 7
MERCK SHARP & DOHME PRODUCTS
<TABLE>
<S> <C>
ALDOCLOR HYDROCORTONE
ALDOMET* HydroDIURIL*
ALDORIL* HYDROPRES*
BENEMID* INDOCIN*
BLOCADREN INVERSINE
CLINORIL LACRISERT
COGENTIN* MEPHYTON
ColBENEMID* MEVACOR
CORTONE MIDAMOR
CUPRID MINTEZOL
CUPRIMINE MODURETIC
DARANIDE NEODECADRON
DECADERM NOROXIN
DECADERM IN ESTERGEL PEPCID
DECADRON PERIACTIN
DECADRON TABLETS* REDISOL
DECASPRAY SINEMET
DEMSER TIMOLIDE
DIUPRES* TIMOPTIC
DIURIL* TONOCARD
DOLOBID TRIAVIL*
EDECRIN URECHOLINE*
ELAVIL* VASERETIC
FLEXERIL VASOTEC
FLOROPRYL VIVACTIL
HUMORSOL
</TABLE>
Of the products listed, those marked with an * are drugs for which generic
substitutions are available. Of the remaining, in many instances, similar
products are manufactured by other drug firms. You should request your doctor
permit generic substitution and prescribe similar products if available.
NOTE: NPA will provide payment for only those drugs manufactured by Merck for
which there is no generic substitution or similar product.
<PAGE> 8
[Letterhead of Sheet Metal Workers' International Association]
Local Union 19
March 25, 1988
Dear Doctor:
Since 1949, the Sheet Metal Workers' Union's Medical Plan has been providing
medical coverage to our members and their families. Our records indicate that
you have provided services to participants covered by our medical plan. The
purpose of this letter is to solicit your support and cooperation in the Sheet
Metal Worker's Union boycott of pharmaceutical products manufactured by the
Merck, Sharp and Dohme Corporation.
Recently, the Merck Company brought in a union busting construction manager
from South Carolina which hired a non-union sheet metal contractor. This took
jobs away from skilled union craftsmen. Previous to this action, competent and
highly qualified union contractors had employed our members to work in Merck's
West Point Park Plant, providing quality construction at fair prices.
As union members, we cannot condone the purchase of prescription drugs
manufactured by a company that, through their use of non-union contractors, is
helping deprive Local 19 members of jobs. We have reviewed our paid
prescriptions for the past twelve months and have determined that of the total
prescriptions paid, more than $85,000 were for Merck products.
The Sheet Metal Workers Local 19 Health & Welfare Fund has independently
decided not to provide payment for prescription drugs manufactured by the Merck
Co. when alternatives are available. We understand that you shall be advised of
this program under separate cover in a letter from the Fund. We request on
behalf of our members, that you cooperate with this restriction being imposed
by the Health & Welfare Fund.
We are proud that our Union was the first Building Trades Union in the City of
Philadelphia to establish a medical plan for its members. The Health & Welfare
Fund's annual payment to providers of medical services is in excess of $10
million, and the total annual cost of the prescription drug program is well
over $1 million. The medical plan is financed by Union employer contributions
submitted on behalf of union members they employ. The Merck Company's actions
have helped to deprive our members of jobs. Merck should not continue to
benefit from our hard earned fringe benefits.
Sincerely yours,
/S/ Thomas J. Kelly
- -------------------
Thomas J. Kelly
President
Business Manager
TJK/bkw
<PAGE> 9
[Letterhead of Sheet Metal Workers' International Association]
Local Union 19
November 10, 1993
Certified Mail # P 722 564 380
Return Receipt Requested
Merck & Co., Inc.
P.O. Box 100
Whitehouse Station, NJ 08889-0100
RE: Shareholder's Resolution
Gentlemen:
The enclosed proposed shareholder Resolution is submitted for inclusion in the
proxy statement and form of proxy relating to the 1994 annual meeting.
The proponent of this Resolution is Sheet Metal Workers, Local 19, 1301 South
Columbus Boulevard (formerly 1301 South Delaware Avenue), Philadelphia, PA
19147. The organization is the holder of 200 shares of Merck common stock
having purchased 100 shares on February 13, 1991 (No. CB 519335) and acquired
100 shares on May 22, 1992 (No. ZQ cz084927).
Sincerely yours,
/S/ Thomas J. Kelly
- -------------------
Thomas J. Kelly
President/Business Manager
TJK/eb
Enclosure
cc: Ms. Celia Calbert, Treasurer
Certified Mail #P 722 564 381
[Union Label]
<PAGE> 10
RESOLUTION
The Sheet Metal Workers International Association, Local Union No. 19,
1301 South Columbus Boulevard, Philadelphia, PA 19147, owner of 200 shares of
Common Stock of the company, hereby gives notice that it intends to present for
action at the Annual Meeting the following resolution:
BE IT RESOLVED: That the stockholders of Merck & Co., Inc.
("Company") recommend that our Board of Directors take the necessary
steps to adopt and implement a policy of utilizing construction
companies and subcontractors for the erection and construction of
Company facilities that hire unionized employees and whose unions are
affiliated with the Building and Construction Trades Department of the
AFL-CIO and which construction companies and subcontractors
contributed to health benefits, pension, and training plans for the
benefit of their workers.
SUPPORTING STATEMENT: Unionized construction workers have long been
the beneficiaries of health benefits plans obtained through the process of
collective bargaining with their employers. These plans are and will continue
to be the purchasers of millions of dollars of pharmaceuticals manufactured by
the Company. Every hour worked by a unionized construction worker provides
funding for the provision of these health benefits.
Unionized construction workers also participate in industry pension
plans that provide retired workers with the ability to purchase pharmaceuticals
that are not available under medicare. Retirement with dignity has been a major
goal of the labor movement since its inception.
The proponent believes that the Company should encourage the
employment of unionized labor thereby increasing the number of workers who
participate in health care plans that provide drug prescription programs and
retirement plans that give participants the ability to live with dignity upon
retirement.
By contrast, the Bureau of Labor Statistics reports that few non union
construction workers are afforded health benefits that include drug
prescription programs or retirement plans. When labor unions collectively
bargain for area wage standards that provide these benefits, they support the
ability of the Company to offer pharmaceuticals at fair prices to millions of
Americans. The destruction of labor's area wage standards destroys the ability
of workers to purchase the Company's products. It makes little sense to reward
non union companies whose lower bid prices are based on their rejection of
health care and retirement benefits for their employees.
The proponent believes that the support of unionized labor is in the
self-interest of the Company. Strong health benefit plans support the share
price of the stock and further Company goals respecting the sales of drugs.
The proponent also believes that training programs sponsored jointly
by the union and the construction industry provide skilled workers who, in the
long run, lower the Company's costs of construction, maintenance and repair.
Finally, the failure to utilize unionized workers in the construction
of Company facilities results in adverse publicity and higher costs for the
Company, potentially affecting sales of Company products at the corner
pharmacy.
THE PROPONENT RECOMMENDS THAT YOU VOTE IN FAVOR OF THE RESOLUTION.
<PAGE> 11
APPENDIX
CARTOON A NARRATIVE
"Philadeldelphia has The cartoon depicts a live, frightened turkey
a new turkey this standing on a table with its wings stretched
Thanksgiving" over its head in a protective stance. The
words "MERCK & COMPANY" are emblazened across
the turkey's chest. The head of an American
Indian wearing a headband is partially in
view behind the turkey. To the turkey's
right is a scowling male Pilgrim wearing a
black coat and top hat with his arms folded
defiantly across his chest. To the turkey's
left is an angry-looking woman wearing a full
apron. Her hair is pulled in a bun atop her
head. She is holding a meat cleaver in her
right hand.
CARTOON B
"Ask your druggist" The cartoon depicts a middle-aged male
pharmacist, full head of hair, thick mustache,
wearing a striped tie and what appears to be
a white laboratory coat with pens sticking
out of his left breast pocket. A sign behind
him reads "PHARMACY." The man's right elbow
is resting on a counter and the fingers of
his right hand are resting on his right
temple. His left hand is around a jar which
is sitting on the counter. A label is
affixed to the jar.
