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
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the period* ended September 30, 1995
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _______ to _________
Commission File Number 1-3305 (Merck & Co., Inc.)
A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
ASTRA MERCK INC.
EMPLOYEE SAVINGS AND SECRUITY PLAN
725 Chesterbrook Boulevard
Wayne, PA 19087-5677
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive
office:
MERCK & CO., INC.
One Merck Drive
Whitehouse Station, NJ 08889-0100
* This report is being filed pursuant to General Instruction
A(2)(ii) of Form S-8.
1 <PAGE>
<PAGE>
Report of Independent Accountants
November 3, 1995
To the Participants and Plan Administrative Committee of the
Astra Merck Inc. Employee Savings and Security Plan
In our opinion, the accompanying Statement of Net Assets
Available for Benefits and the related Statement of Changes
in Net Assets Available for Benefits, present fairly, in all
material respects, the net assets available for benefits of
the Astra Merck Inc. Employee Savings and Security Plan (the
"Plan") at September 30, 1995, and the changes in net assets
available for benefits for the nine months then ended, in
conformity with generally accepted accounting principles.
These financial statements are the responsibility of the
Plan's management; our responsibility is to express an
opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with
generally accepted auditing standards which 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, assessing the accounting principles
used and significant estimates made by management and
evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the
opinion expressed above.
Our audit was performed for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The additional information included in Schedules I and II is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is
additional information required by ERISA. The Fund
Information in the Statement of Net Assets Available for
Benefits, and the Statement of Changes in Net Assets
Available for Benefits, is presented for purposes of
additional analysis, rather than to present the net assets
available for plan benefits and changes in net assets
available for plan benefits of each fund. Schedules I and II
and the Fund Information 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.
Price Waterhouse LLP
2 <PAGE>
<PAGE>
<TABLE>
Astra Merck Inc. Employee Savings and Security Plan
Statement of Net Assets Available for Benefits, with Fund Information
September 30, 1995
<CAPTION>
Merck Common Fidelity Magellan Fidelity Equity- Fidelity Growth Fidelity Growth &
Stock* Fund* Income Fund Company Fund Income Portfolio
<S> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Common stock $21,593,603
Mutual funds $4,949,782 $542,385 $1,233,861 $1,321,464
Participant loans
- - -------------------------------------------------------------------------------------------------------------------------------
21,593,603 $4,949,782 $542,385 1,233,861 1,321,464
Receivables:
Participant contributions 121,193 70,913 10,361 28,183 34,073
Employer contributions 31,626 18,600 2,605 7,327 8,774
Accrued Interest and Dividends 133,273 1,668 230 334 266
- - -------------------------------------------------------------------------------------------------------------------------------
Net assets available for benefits $21,879,695 $5,040,963 $555,581 1,269,705 $1,364,577
</TABLE>
3 <PAGE>
<PAGE>
<TABLE>
Astra Merck Inc. Employee Savings and Security Plan
Statement of Net Assets Available for Benefits, with Fund Information
September 30, 1995
Continued
<CAPTION>
Fidelity Intermediate Fidelity Retirement Fidelity OTC Fidelity
Bond Fund Growth Fund Portfolio Overseas Fund
<S> <C> <C> <C> <C>
Assets:
Investments at fair value:
Common stock
Mutual funds $214,106 $396,339 $629,105 $688,799
Participant loans
- - ---------------------------------------------------------------------------------------------------------------------
214,106 396,339 629,105 688,799
Receivables:
Participant contributions 6,119 12,393 16,071 19,161
Employer contributions 2,033 3,089 3,999 4,479
Accrued Interest and Dividends 5 85 242 275
- - ---------------------------------------------------------------------------------------------------------------------
Net assets available for benefits $222,263 $411,906 $649,417 $712,714
</TABLE>
4 <PAGE>
<PAGE>
<TABLE>
Astra Merck Inc. Employee Savings and Security Plan
Statement of Net Assets Available for Benefits, with Fund Information
September 30, 1995
Continued
<CAPTION>
Fidelity Fidelity
Fidelity Retirement U.S. Equity Participant
Fidelity Balanced Retirement Money Govt. Money Index Loan
Fund Market Portfolio Market Portfolio Portfolio Fund Total
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Common stock $21,593,603
Mutual funds $1,280,756 $403,502 $397,898 $293,534 12,351,531
Participant loans $1,218,350 1,218,350
- - --------------------------------------------------------------------------------------------------------------------------------
1,280,756 403,502 397,898 293,534 $1,218,350 35,163,484
Receivables:
Participant contributions 19,574 5,475 2,292 9,357 355,165
Employer contributions 5,380 1,554 736 2,494 92,696
Accrued Interest and Dividends 390 103 82 76 137,029
- - --------------------------------------------------------------------------------------------------------------------------------
Net assets available for benefits $1,306,100 $410,634 $401,008 $305,461 $1,218,350 $35,748,374
<FN>
* Represents 5% or more of the Plan investments as of September 30, 1995.
The accompanying notes are an integral part of these financial statements.
</TABLE>
5 <PAGE>
<PAGE>
<TABLE>
Astra Merck Inc. Employee Savings and Security Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Nine Months Ended September 30, 1995
<CAPTION>
Merck Common Fidelity Fidelity Fidelity Fidelity
Stock Magellan Equity- Growth Growth &
Fund Income Company Income
Fund Fund Portfolio
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of
investments $10,372,353 $1,284,077 $63,850 $262,059 $188,172
Dividends 350,023 15,814 10,528 42,132
Interest 40,293 13,232 1,761 2,333 2,094
- - -------------------------------------------------------------------------------------------------------
Total income on investments 10,762,669 1,313,123 76,139 264,392 232,398
- - -------------------------------------------------------------------------------------------------------
Contributions to the Plan:
Participant contributions 1,066,485 608,734 90,108 224,929 273,647
Employer contributions 279,599 158,299 21,985 58,252 71,628
Rollovers from other qualified plans 65,090 65,492 13,870 38,990 76,377
- - -------------------------------------------------------------------------------------------------------
Total contributions 1,411,174 832,525 125,963 322,171 421,652
- - -------------------------------------------------------------------------------------------------------
Total additions 12,173,843 2,145,648 202,102 586,563 654,050
- - ------------------------------------------------------------------------------------------------------
Deductions from net assets attributed to:
Withdrawls (182,795) (8,893) (637) (2,404)
- - --------------------------------------------------------------------------------------------------------
Transfers among funds:
Net reallocations (555,390) 149,192 123,349 143,567 (3,188)
Loans to participants, principal (251,533) (74,820) (19,235) (22,453) (9,825)
Loan principal repayments from
participants 110,301 35,998 5,252 16,623 16,141
- - -------------------------------------------------------------------------------------------------------
Net transfers among funds (696,622) 110,370 109,366 137,737 3,128
- - -------------------------------------------------------------------------------------------------------
Total deductions and net
transfers among funds (879,417) 101,477 109,366 137,100 724
- - --------------------------------------------------------------------------------------------------------
Net increase 11,294,426 2,247,125 311,468 723,663 654,774
Transfers from Merck 10,585,269 2,793,838 244,113 546,042 709,803
Net assets available for benefits:
Beginning of year
- - --------------------------------------------------------------------------------------------------------
End of year $21,879,695 $5,040,963 $555,581 $1,269,705 $1,364,577
</TABLE>
6 <PAGE>
<PAGE>
<TABLE>
Astra Merck Inc. Employee Savings and Security Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Nine Months Ended September 30, 1995
Continued
<CAPTION>
Fidelity Fidelity Fidelity Fidelity Fidelity
Intermediate Retirement OTC Overseas Balanced
Bond Fund Growth Fund Portfolio Fund Fund
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of
investments $680 $33,623 $121,293 $31,895 $64,500
Dividends 8,868 11,979 34,764
Interest 62 622 1,442 2,262 3,423
- - -------------------------------------------------------------------------------------------------------------------------
Total income on investments 9,610 34,245 134,714 34,157 102,687
- - -------------------------------------------------------------------------------------------------------------------------
Contributions to the Plan:
Participant contributions 83,920 94,779 127,733 176,604 182,968
Employer contributions 23,655 22,886 32,035 39,898 50,327
Rollovers from other qualified plans 11,522 37,356 8,928 36,379 12,170
- - -------------------------------------------------------------------------------------------------------------------------
Total contributions 119,097 155,021 168,696 252,881 245,465
- - -------------------------------------------------------------------------------------------------------------------------
Total additions 128,707 189,266 303,410 287,038 348,152
- - -------------------------------------------------------------------------------------------------------------------------
Deductions from net assets attributed to:
Withdrawls (5,881) (6,020) (74) (51,824)
- - -------------------------------------------------------------------------------------------------------------------------
Transfers among funds:
Net reallocations (84,410) 9,328 66,114 40,718 113,485
Loans to participants, principal (9,453) (19,754) (12,163) (27,030)
Loan principal repayments from
participants 440 2,952 4,792 6,857 16,699
- - -------------------------------------------------------------------------------------------------------------------------
Net transfers among funds (83,970) 2,827 51,152 35,412 103,154
- - -------------------------------------------------------------------------------------------------------------------------
Total deductions and net transfers
among funds (89,851) 2,827 45,132 35,338 51,330
- - -------------------------------------------------------------------------------------------------------------------------
Net increase 38,856 192,093 348,542 322,376 399,482
Transfers from Merck 183,407 219,813 300,875 390,338 906,618
Net assets available for benefits:
Beginning of year
- - -------------------------------------------------------------------------------------------------------------------------
End of year $222,263 $411,906 $649,417 $712,714 $1,306,100
</TABLE>
7 <PAGE>
<PAGE>
<TABLE>
Astra Merck Inc. Employee Savings and Security Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Nine Months Ended September 30, 1995
<CAPTION>
Fidelity Fidelity Fidelity
Retirement Retirement U.S. Equity Participant
Money Market Gov't. Money Index Loan
Portfolio Market Portfolio Portfolio Fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of
investments $55,455 $12,477,957
Dividends $ 16,289 $12,524 3,717 506,638
Interest 925 771 509 69,729
- - ----------------------------------------------------------------------------------------------------------------------------
Total income on investments 17,214 13,295 59,681 13,054,324
- - ----------------------------------------------------------------------------------------------------------------------------
Contributions to the Plan:
Participant contributions 66,916 34,541 79,310 3,110,674
Employer contributions 17,649 10,435 20,904 807,552
Rollovers from other qualified plans 13,873 5,805 1,275 387,127
- - ----------------------------------------------------------------------------------------------------------------------------
Total contributions 98,438 50,781 101,489 4,305,353
- - ----------------------------------------------------------------------------------------------------------------------------
Total additions 115,652 64,076 161,170 17,359,677
- - ----------------------------------------------------------------------------------------------------------------------------
Deductions from net assets attributed to:
Withdrawls (28,320) (879) (152) (287,879)
- - ----------------------------------------------------------------------------------------------------------------------------
Transfers among funds:
Net reallocations (44,523) 37,861 3,897
Loans to participants, principal (3,027) (2,123) (4,384) $455,800
Loan principal repayments from
participants 3,473 2,369 7,616 (229,513)
- - ----------------------------------------------------------------------------------------------------------------------------
Net transfers among funds (44,077) 38,107 7,129 226,287
- - ----------------------------------------------------------------------------------------------------------------------------
Total deductions and net transfers
among funds (72,397) 37,228 6,977 226,287 (287,879)
- - -----------------------------------------------------------------------------------------------------------------------------
Net increase 43,255 101,304 168,147 226,287 17,071,798
Transfers from Merck 367,379 299,704 137,314 992,063 18,676,576
Net assets available for benefits:
Beginning of year
- - ----------------------------------------------------------------------------------------------------------------------------
End of year $410,634 $401,008 $305,461 $1,218,350 $35,748,374
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
8 <PAGE>
<PAGE>
Astra Merck Inc. Employee Savings and Security Plan
Notes to Financial Statements
September 30, 1995
1. Description of the Plan
The Astra Merck Inc. (the "Company") Employee Savings
and Security Plan (the "Plan"), established January 1,
1995, was designed to provide employees a systematic
means of saving and investing for the future. Regular
full-time, part-time, and temporary employees of the
Company as defined by the Plan, who have completed at
least one year of employment are eligible to
participate in the Plan on the next enrollment date
(the first day of each January and each July).
The Plan is administered by the Plan Administrative
Committee. All costs of administering the Plan are
borne by the Company.
Contributions. Participants may contribute from 2% to
15% of their base pay and can designate contributions
as pre-tax, after-tax or a combination of both. The
Company matches 50% of employee contributions up to 5%
of base pay per pay period. Company matching
contributions are invested in the same investments that
participants designate for their own contributions.
Both employee and employer contributions to the Plan
are limited to maximum amounts established under the
Internal Revenue Code.
In addition, participants may transfer assets that are
held for their benefit by former employers (rollover
contributions) into the Plan.
Investment Options. Participants direct the investment
of their contributions into any of the following
investment options, including Merck & Co., Inc.
("Merck") Common Stock:
Merck Common Stock
This portfolio consists of shares of Merck Common
Stock.
Fidelity Magellan Fund
The Magellan Fund invests primarily in common stock
and securities convertible to common stock issued by
companies operating in the U.S. and/or abroad as well
as foreign companies. The fund seeks investment
growth by making a profit on invested capital over
the long term.
Fidelity Equity-Income Fund
The Equity-Income Fund invests in income-producing
equity securities and seeks a dividend yield that
exceeds the composite yield of the S&P 500 Index; at
the same time, it considers the potential for capital
growth.
9 <PAGE>
<PAGE>
Astra Merck Inc. Employee Savings and Security Plan
Notes to Financial Statements
September 30, 1995
Fidelity Growth Company Fund
The Growth Company Fund seeks capital appreciation
mainly through investment in common stocks and
securities convertible into common stocks with an
emphasis on capital gains rather than on dividend
income.
Fidelity Growth & Income Portfolio
The Growth & Income Portfolio seeks a combination of
capital growth and current income consistent with
reasonable investment risk. It seeks securities of
companies with potential for earnings growth while
paying current dividends.
Fidelity Intermediate Bond Fund
The Intermediate Bond Fund invests in domestic and
foreign investment-grade securities with intermediate
maturities. The dollar-weighted average maturity of
its obligations ranges between three and ten years.
Fidelity Retirement Growth Fund
The Retirement Growth Fund seeks capital appreciation
by investing primarily in common stocks issued by
companies operating in the U.S. and/or abroad.
Investments are diversified among a variety of
industries and sectors within the market.
Fidelity OTC Portfolio
The OTC Portfolio seeks capital appreciation through
investment in securities that are traded in the over-
the-counter ("OTC") securities market. Though this
portfolio invests mainly in common stocks, it can
also invest in preferred stocks and debt obligations
as well as all other securities offered by the OTC
market.
Fidelity Overseas Fund
The Overseas Fund seeks capital appreciation,
primarily through investments in foreign securities.
Normally, at least 65% of its total assets are
invested in securities of companies from at least
three countries outside of North America (generally
these countries are located in Central and South
America, the Far East and Pacific basin, and Western
Europe).
Fidelity Balanced Fund
The emphasis of the Balanced Fund is income with
investments in both stocks and bonds. At least 25% of
its total assets will always be invested in fixed-
income senior securities to primarily preserve
principal.
10 <PAGE>
<PAGE>
Astra Merck Inc. Employee Savings and Security Plan
Notes to Financial Statements
September 30, 1995
Fidelity Retirement Money Market Portfolio
The Money Market Portfolio invests in high quality,
U.S. dollar-denominated money market instruments of
U.S. and foreign issuers. Investments include short-
term corporate obligations, U.S. government
obligations and certificates of deposit.
Fidelity Retirement Government Money Market Portfolio
The Government Money Market Portfolio invests in
obligations issued or guaranteed as to principal and
interest by the U.S. Government, its agencies or
instrumentalities.
Fidelity U.S. Equity Index Portfolio
The U.S. Equity Index Portfolio seeks investment
results that correspond to the total return
performance of United States' publicly traded stocks.
Total return performance is the combination of
capital changes and income. Many investments made by
this portfolio offer the potential for both dividend
income and capital appreciation over the long term.
Participant Loan Fund
The Loan Fund is comprised of amounts transferred
from other funds and represents the balance of
outstanding participant loans.
Vesting. Participants are immediately vested in their
contributions, all Company matching contributions, plus
actual earnings thereon.
Participants' Loans. Participants may borrow from
their account balances. The minimum loan is $500 and
the maximum loan is the lesser of $50,000 less the
highest outstanding loan balance, if any, during the
one year period prior to the new loan application date,
or 50% of the participant's account balance less any
current outstanding loan balance. Participant
investments are liquidated on a pro rata basis to fund
the loan. The interest rate is the rate in effect the
month the loan is valued and is based on the prime rate
of the Morgan Guaranty Trust Company of New York, plus
one percent per annum. Activity related to these
borrowings is reflected in the Participants' Loan
Account column of the financial statements.
2. Summary of Accounting Policies
The financial statements of the Plan have been prepared
using the accrual basis of accounting. Investments in
mutual funds and Merck Common Stock are stated at
quoted market value. Participant loans are valued at
cost which approximates fair value. Dividend income is
recorded on the ex-dividend date. The appreciation in
market value of investments is based on the beginning
of the year market value or value at the time of
purchase during the year and is included in the
11 <PAGE>
<PAGE>
Astra Merck Inc. Employee Savings and Security Plan
Notes to Financial Statements
September 30, 1995
Statement of Changes in Net Assets Available for
Benefits.
3. Income Tax Status
The Plan administrator and the Plan's tax counsel
believe that the Plan is designed and is currently
being operated in compliance with the applicable
requirements of the Internal Revenue Code. A request
for a favorable determination letter will be filed with
the Internal Revenue Service in conjunction with the
Company's 1995 tax return filing.
4. Party-in-Interest Transactions
On January 1, 1995, in connection with the transfer of
assets to the Company on November 1, 1994 to effect a
joint venture between Astra AB and Merck, certain
employees of Merck became employees of the Company. In
accordance with the terms of the agreements governing
the formation of the joint venture, account balances of
these employees who were participants in Merck's
Employee Savings and Security Plan, totalling
$18,676,576, were transferred to the Plan, effective
January 1, 1995.
12 <PAGE>
<PAGE>
Schedule I
<TABLE>
Astra Merck Inc. Employee Savings & Security Plan
Schedule of Assets Held for Investment Purposes
September 30, 1995
<CAPTION>
Market
Value Cost
<S> <C> <C>
Merck Common Stock* $21,593,603 $14,935,287
Fidelity Magellan Fund* 4,949,782 3,693,322
Fidelity Equity-Income Fund 542,385 482,376
Fidelity Growth Company Fund 1,233,861 980,127
Fidelity Growth & Income Portfolio 1,321,464 1,165,498
Fidelity Intermediate Bond Fund 214,106 214,539
Fidelity Retirement Growth Fund 396,339 365,013
Fidelity OTC Portfolio 629,105 515,591
Fidelity Overseas Fund 688,799 658,700
Fidelity Balanced Fund 1,280,756 1,219,649
Fidelity Retirement Money Market Portfolio 403,502 403,502
Fidelity Retirement Government Money Market Portfolio 397,898 397,898
Fidelity U.S. Equity Index Portfolio 293,534 241,996
Participant Loan Account (with interest rates ranging from
7% to 11%) 1,218,350 1,218,350
-------------------------------------
Totals $35,163,484 $26,491,848
<FN>
* Represents 5% or more of the Plan investments as of September 30, 1995.
This schedule was derived from data certified as complete and accurate by Fidelity Management Trust Company.
</TABLE>
13 <PAGE>
<PAGE>
Schedule ll
<TABLE>
Astra Merck Inc. Employee Savings and Security Plan
Schedule of Reportable Transactions
Nine Months Ended September 30, 1995
<CAPTION>
------------------Sales----------------------
Number of Number of Total Net
Description Purchases Sales Purchases Proceeds Cost Gain
<S> <C> <C> <C> <C> <C> <C>
Merck Common Stock 83 64 $26,879,750 $15,887,494 $11,944,463 $3,943,031
Fidelity Magellan Fund 81 55 3,861,726 196,020 168,403 27,617
Fidelity Equity-Income Fund 43 18 530,359 51,823 47,982 3,841
Fidelity Growth Company Fund 56 26 1,041,739 69,938 61,613 8,325
Fidelity Growth & Income Portfolio 60 29 1,395,077 261,785 229,579 32,206
Fidelity Intermediate Bond Fund 44 17 310,957 97,532 96,419 1,113
Fidelity Retirement Growth Fund 48 21 413,933 51,217 48,920 2,297
Fidelity OTC Portfolio 54 27 591,525 83,713 75,934 7,779
Fidelity Overseas Fund 56 32 708,163 51,258 49,462 1,796
Fidelity Balanced Fund 52 37 1,373,501 157,246 153,852 3,394
Fidelity Retirement Money Market Portfolio 49 28 510,353 106,850 106,850 -
Fidelity Retirement Government Money Market
Portfolio 44 25 440,441 42,542 42,542 -
Fidelity U.S. Equity Index Portfolio 42 18 278,391 40,312 36,395 3,917
<FN>
This schedule was derived from data certified as complete and accurate by Fidelity Management Trust Company.
</TABLE>
14 <PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned thereunto duly authorized.
ASTRA MERCK INC.
EMPLOYEE SAVINGS AND SECURITY PLAN
(Name of Plan)
By: /s/ Linda E. Robertson
LINDA E. ROBERTSON
Administrative Committee
Dated: November 22, 1995
11 <PAGE>
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of Merck & Co.,
Inc., of our report dated November 3, 1995 appearing on
page 2 of the Report of the Astra Merck Inc. Employee
Savings and Security Plan on Form 11-K for the nine
months ended September 30, 1995.
Price Waterhouse LLP
Philadelphia, PA
November 16, 1995
1 <PAGE>
