<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 1995
REGISTRATION NO. 33-51235
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------
Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
------------------
MERCK & CO., INC.
(Exact name of issuer as specified in its charter)
P.O. Box 100
One Merck Drive
Whitehouse Station, New Jersey 08889
(908) 423-1000
(Address of Principal Executive Offices)
NEW JERSEY
(State of Incorporation)
22-1109110
(I.R.S. Employer Identification No.)
USHH INCENTIVE PLAN
EXECUTIVE INCENTIVE PLAN
MERCK ANNUAL INCENTIVE PLAN
KELCO DIVISION ANNUAL INCENTIVE PLAN
KELCO DIVISION LONG-TERM INCENTIVE PLAN
CALGON VESTAL LABORATORIES ANNUAL INCENTIVE PLAN
CALGON VESTAL LABORATORIES LONG-TERM INCENTIVE PLAN
CALGON WATER MANAGEMENT DIVISION ANNUAL INCENTIVE PLAN
(Full title of the plans)
CELIA A. COLBERT
SECRETARY AND ASSISTANT GENERAL COUNSEL
MERCK & CO. INC.
P.O. BOX 100
ONE MERCK DRIVE
WHITEHOUSE STATION, NEW JERSEY 08889
(908) 423-1000
(Name, address and telephone number of agent for service)
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION METHOD OF
FILING
- --------------------------------------------------------------------------------
<S> <C> <C>
4.11 USHH Incentive Plan Filed with this Registration
Statement
24.1 Power of Attorney and Filed with this Registration
Certified Resolution of Statement
Board of Directors
</TABLE>
- --------------------------------------------------------------------------------
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Township of Readington, State of New Jersey, on the 28th
day of November, 1995.
MERCK & CO., INC.
By: *
--------------------------------
Raymond V. Gilmartin
(Chairman of the Board,
President and Chief
Executive Officer)
By /s/ Celia A. Colbert
--------------------------------
Celia A. Colbert
(Secretary and Assistant
General Counsel)
(Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
*
- -------------------------
Raymond V. Gilmartin Chairman of the Board, President and November 28, 1995
Chief Executive Officer; Principal
Executive Officer; Director
</TABLE>
3
<PAGE> 4
<TABLE>
<S> <C> <C>
*
- ----------------------------------
Judy C. Lewent Senior Vice President and Chief Financial November 28, 1995
Officer; Principal Financial Officer
*
- ----------------------------------
Peter E. Nugent Vice President, Controller; Principal November 28, 1995
Accounting Officer
*
- ----------------------------------
H. Brewster Atwater, Jr. Director November 28, 1995
*
- ----------------------------------
Derek Birkin Director November 28, 1995
*
- ----------------------------------
Lawrence A. Bossidy Director November 28, 1995
*
- ----------------------------------
William G. Bowen Director November 28, 1995
*
- ----------------------------------
Johnnetta B. Cole Director November 28, 1995
*
- ----------------------------------
Carolyne K. Davis Director November 28, 1995
*
- ----------------------------------
Lloyd C. Elam Director November 28, 1995
*
- ----------------------------------
Charles E. Exley, Jr. Director November 28, 1995
*
- ----------------------------------
William N. Kelley Director November 28, 1995
*
- ----------------------------------
Samuel O. Thier Director November 28, 1995
*
- ----------------------------------
Dennis Weatherstone Director November 28, 1995
</TABLE>
4
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* 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 this document, 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
(Secretary and Assistant
General Counsel)
(Attorney-in-Fact)
The Plan. Pursuant to the requirements of the Securities Act of 1933, the USHH
Incentive Plan has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Whitehouse Station, State of New Jersey, as of the 28th day of
November, 1995.
USHH INCENTIVE PLAN
By: /s/ D. W. Anstice
------------------------------------
D. W. Anstice
Member of the Plan Committee
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
EXHIBIT NUMBER DESCRIPTION METHOD OF FILING
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
4.11 USHH Incentive Plan Filed with this Registration Statement.
24.1 Power of Attorney and Certified Filed with this Registration Statement.
Resolution of Board of Directors
</TABLE>
6
<PAGE> 1
Exhibit 4.11
MERCK & CO., INC.
USHH INCENTIVE PLANS
- --------------------------------------------------------------------------------
USHH INCENTIVE PLAN OVERVIEW
The USHH Incentive Plan is a bonus plan designed to reward eligible employees
for their participation in the achievement of U.S. Human Health (USHH or the
Division) goals.
SECTION 1. ELIGIBILITY
The employees eligible to receive a bonus pursuant to this Plan shall be
non-union employees of the Division who are not currently eligible for an award
under any other incentive bonus plan of Merck & Co., Inc. (The Company). The
Division head will approve each year the positions eligible for the Plan and
for deferral election pursuant to Section 8.
SECTION 2. BONUS PLAN OBJECTIVES
The purpose of the Plan is to provide eligible participants with the
opportunity to earn competitive bonus awards for contributing to the attainment
of the Division's business objectives, which include:
- - Attainment of promoted product sales objectives and managed care net sales
objectives
- - Attainment of special strategic initiatives which support sales objectives
- - Maintaining and enhancing Merck's reputation for integrity and quality
The bonus is paid following the achievement of defined sales objectives and
strategic initiatives and is dependent on exceeding sales performance
threshold.
SECTION 3. BONUS DETERMINATION
The bonus determination is reviewed each year and approved by the Division
head.
SECTION 4. PERFORMANCE MEASURES
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The performance criteria and measurements are established on a yearly basis in
order to support the Division's business goals. The performance criteria and
measurements are recommended by the Senior VP Sales and approved by the
Division head.
SECTION 5. BONUS OPPORTUNITY
At the beginning of each year a target bonus will be established for each
position creating an equal opportunity for all individuals performing a similar
job.
The target incentive will be calculated annually based on market
competitiveness.
SECTION 6. OBJECTIVES AND ADJUSTMENTS
Objectives are assigned each year by Corporate/Division Management. The
Company retains the right to alter the sales objectives at any time during the
year to reflect its evaluation of sales resulting from epidemic or unusual
cause, price changes, exceptional obsolescence of old products, impact of new
products, territory realignment, etc.
SECTION 7. PAYMENT: CALCULATION AND FREQUENCY
Payment calculation and frequency will be determined annually and approved by
the Division head.
SECTION 8. BONUS DEFERRAL
An eligible participant may elect to defer all or part of his/her award, but
not less than $3,000. Any deferrals shall be made under and in conformance
with the Merck & Co., Inc. Deferral Program which is incorporated herein. For
purposes of this Plan, however, the Award Date used to determine the number of
shares of Merck common stock, mutual fund shares, and/or bond index shares to
be credited to the Deferred Award Account, shall be the same date used for the
deferrals under the Annual Incentive Plan and the Executive Incentive Plan.
Thus, deferrals under this Plan will be aggregated and valued on an annual
basis.
SECTION 9. LIMITATIONS
No employee or other person shall have any claim or right to be granted an
award under this Plan. A member may not assign or transfer any awards under
this Plan.
Neither the action of the Company in establishing the Plan nor any action taken
by it under the provision hereof, nor any provision of the Plan, shall be
construed as giving any employee the right to be retained in the employ of the
Company, its subsidiaries or affiliates.
SECTION 10. CLAIMS PROCEDURE
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An eligible participant may make a claim regarding a deferred award under this
Plan. Such claim shall be handled in accordance with Section 503 of ERISA,
with the Director, Benefits Finance handling any claim and the Vice President,
Human Resources, any appeal (of a denied claim). The claims procedure will
only apply to deferred awards.
--------
SECTION 11. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN IN WHOLE OR IN
PART
The Management Committee member responsible for the Division or his successor
may discontinue the Plan at any time and may from time to time amend or revise
the terms of the Plan provided that such discontinuance or amendment shall not
materially adversely affect any rights with respect to awards previously made
or deferred during a Plan year which has already commenced. The Compensation
and Benefits Committee of the Board of Directors of Merck & Co., Inc. may
discontinue the Deferral Program at any time and may from time to time amend or
revise the terms of the Deferral Program.
/s/ D.W. Anstice 9/19/95
- ------------------------------------------------------------
D.W. Anstice, President Date
U.S. Human Health
/s/ Raymond V. Gilmartin 10/10/95
- ------------------------------------------------------------
Raymond V. Gilmartin Date
Chairman and Chief Executive Officer
9
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MERCK & CO., INC.
DEFERRAL PROGRAM
10
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MERCK & CO., INC. DEFERRAL PROGRAM
The Deferral Program ("the Program") is intended to permit a select
group of management to defer income which would otherwise be immediately
payable to them under various incentive plans of Merck & Co., Inc. ("the
Company").
I. ADMINISTRATION
This Program is administered by the Compensation and Benefits
Committee of the Company's Board of Directors. This Committee is composed of
non-employee directors only. The Committee shall have responsibility for
determining which investments will be available under the Program, and those
investments shall be listed on Schedule I hereto. The Committee shall review
the investment selections at least once every five years. The Committee shall
make all decisions affecting the timing, price or amount of any and all of the
Deferred Awards of participants subject to Section 16 of the Securities
Exchange Act of 1934, as amended, but may otherwise delegate any of its
authority under this Program.
II. ELIGIBILITY
Eligibility to defer under this Program will be determined in
accordance with the terms of the Company's various incentive plans. However,
the Committee has the authority to refuse to permit an employee to participate
in this Program, if the Committee determines that such participation would
jeopardize the Program's compliance with applicable law or the Program's status
as a top hat plan under ERISA.
III. DEFERRAL INTO A DEFERRED AWARD ACCOUNT
A participant's decision to defer under the Program must be made, for
annual incentive plans, prior to the commencement of the performance year
during which the bonus monies to be deferred will be earned and for long-term
incentive plans, prior to the commencement of the last year of the award period
during which the bonus monies to be deferred will be earned. Only amounts in
excess of $3,000 may be deferred. Amounts so deferred are known as "Deferred
Awards" and will be credited to the participant's "Deferred Award Account".
The participant
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shall designate, in multiples of 1% of the Deferred Award, the portion to be
allocated to each investment available under this Program.
The participant shall also elect a distribution schedule for his/her
Deferred Award. A participant may elect to have payments begin at the
participant's actual retirement date, subsequent to that date or prior thereto.
A participant may elect a lump sum or up to 15 annual installments. No
installment, however, may be payable more than fifteen years after the
participant's termination of employment.
Deferred Awards shall be held in one account regardless of the incentive
plan under which they were earned.
IV. VALUATION OF DEFERRED AWARD ACCOUNTS
A. Common Stock
1. Initial Crediting
The amount allocated to Merck Common Stock shall be used to determine
the number of full and partial shares of Merck Common Stock which such amount
would purchase at the average of the high and low prices of the Common Stock on
the New York Stock Exchange composite tape on the date cash payments are
approved for the participant under the Company's relevant incentive plan ("the
Award Date"). However, should the Committee determine that such valuation
would not constitute fair market value, then the Committee shall decide on
which date fair market value shall be determined using the valuation method set
forth in this paragraph. The Company shall credit the participant's Deferred
Award Account with the number of full and partial shares of Merck Common Stock
so determined. However, at no time prior to the delivery of such shares shall
any shares be purchased or earmarked for such Account and the participant shall
not have any of the rights of a shareholder with respect to shares credited to
his/her Deferred Award Account.
2. Dividends
The Company shall credit the Participant's Deferred Award Account with
the number of full and partial shares of Merck Common Stock purchasable at the
closing market price of the Common Stock on the New York Stock Exchange
composite tape as of the date each dividend is paid on the Common Stock, with
the dividends which would have been paid on the number of shares credited to
such Account (including pro-rata dividends on any partial share) had the shares
so credited then been issued and outstanding.
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<PAGE> 7
3. Redesignations
The value of Merck Common Stock for purposes of redesignation shall be
the closing market price of the Common Stock on the New York Stock Exchange
composite tape on the day the participant's redesignation request is received by
the Director, Benefits Financing (or if that day is not a business day, then on
the next business day). However, if the request to redesignate is received early
in the day, prior to the opening of the New York Stock Exchange, then the
redesignation will be valued using the prior day's closing price.
4. Distributions
Distributions of Merck Common Stock will be valued at the closing price
on the New York Stock Exchange composite tape of Merck Common Stock on the
distribution date.
5. Limitations
Shares of Merck Common Stock to be delivered under the provisions of
this Program may be delivered by the Company from its authorized but unissued
shares of Common Stock or from Common Stock held in the treasury. The amount
of shares available each year under this Program shall be one-tenth of
one-percent of outstanding shares of Merck common stock on the last business
day of the preceding calendar year plus any shares authorized under this
Program in previous years but not used, minus any shares distributed under the
Executive Incentive Plan after April 26, 1994.
6. Adjustments
In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights offering or any
other change in the corporate structure or shares of the Company or a Mutual
Fund, the Committee shall make such adjustment, if any, as it may deem
appropriate in the number and kind of shares of Merck Common Stock or Mutual
Funds credited to participants' Deferred Award Accounts.
B. Mutual Funds
1. Initial Crediting
The amount allocated to each Mutual Fund shall be used to determine the
number of full and partial Mutual Fund shares which such amount would purchase
at the closing net asset value of the Mutual Fund shares on the Award Date.
The Company shall credit the participant's Deferred Award Account with the
number of full and partial Mutual Fund shares so determined. However, no
Mutual Fund shares shall be purchased or earmarked for such
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<PAGE> 8
Account nor shall the participant have the rights of a shareholder with respect
to such Mutual Fund shares.
2. Dividends
The Company shall credit the participant's Deferred Award Account with
the number of full and partial Mutual Fund shares purchasable, at the closing
net asset value of the Mutual Fund shares as of the date each dividend is paid
on the Mutual Fund shares, with the dividends which would have been paid on the
number of shares credited to such Account (including pro rata dividends on any
partial share) had the shares then been owned by the participant for purposes
of the above computation.
3. Redesignations
The value of Mutual Fund shares for purposes of redesignation shall
be the net asset value of such Mutual Fund at the close of business on the day
on which the redesignation request is received by the Director, Benefits
Financing (or if that day is not a business day, then on the next business
day). However, if the request to redesignate is received early in the day,
prior to the opening of the New York Stock Exchange, then the redesignation
will be valued using the prior day's closing price. The participant's Account
shall be credited with the number of Mutual Fund shares so determined.
4. Distributions
Mutual Fund distributions will be valued based on the closing net asset
value of the Mutual Fund shares on the distribution date.
C. 3-Month Treasury Bill Index
1. Initial Crediting
The amount allocated to the Salomon 3-Month Treasury Bill Index will be
credited to the participant's Deferred Award Account at $1 per share. No
Treasury Bills or Salomon 3-Month Treasury Bill Index shares will be actually
purchased or earmarked for a participant's Account.
2. Interest
The Company shall credit interest to the participant's Deferred Award
Account at the monthly rate of return on the Salomon 3-Month Treasury Bill
Index.
3. Redesignations
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The value for purposes of redesignation of 3-Month Treasury Bill
shares shall be $1.
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<PAGE> 10
4. Distributions
Distributions will be valued at $1 per share.
D. Bond Indices
1. Initial Crediting
The amount allocated to each Bond Index shall be used to determine the
number of full and partial Bond Index shares which such amount would purchase
at the Bond Index at the Award Date divided by 100. The Company shall credit
the participant's Deferred Award Account with the number of Bond Index shares
so determined. No Bonds nor Bond Index shares will be actually purchased or
earmarked for a participant's Account.
2. Redesignations
The value of Bond Index shares for purposes of redesignation shall be
determined by the Bond Index divided by 100 on the day on which the
redesignation request is received by the Director, Benefits Financing (or if
that day is not a business day, then on the next business day). However, if
the request to redesignate is received early in the day, prior to the opening
of the New York Stock Exchange, then the redesignation will be valued using the
prior day's Bond Index.
3. Distributions
Distributions of Bond Index shares will be valued at the Bond Index on
the distribution date divided by 100.
V. REDESIGNATION WITHIN A DEFERRED AWARD ACCOUNT
A. General
A participant, and the beneficiary or legal representative of a deceased
participant, may redesignate amounts credited to a Deferred Award Account among
the investments available under this Program. However, no such redesignation
shall be made into Merck Common Stock.
Participants who wish to redesignate out of a particular investment
vehicle may not at the same time redesignate into such investment vehicle. No
redesignation may take place
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during the 30 days prior to a scheduled distribution under this Program.
B. Basic Redesignation Ground Rules
(1) Eligible Participants--Active employees and retired
participants are eligible to redesignate; provided,
however, that no participant whose balance in Merck
Common Stock is less than three times such
participant's annual base salary ("Annual Base Salary")
may redesignate amounts from Common Stock. For the
purposes of this Section V, Annual Base Salary for an
active participant shall be such participant's monthly
base salary at the December 31 prior to redesignation,
annualized, and for a deceased or retired participant,
monthly base salary at the December 31 prior to death
or retirement, annualized.
(2) Permitted Frequency--Redesignation may be made not more
than four times in each calendar year, but
redesignations out of Merck Common Stock may only be
made once a calendar year.
(3) Amount and Extent of Redesignation--Redesignation must
be in 1% multiples of the investment from which
redesignation is being made. Redesignation of amounts in
Merck Common Stock is restricted to amounts in excess of
three times Annual Base Salary (the "Excess").
(4) Timing--Redesignation shall take place on the day the
participant's written redesignation is received by the
Director, Benefits Financing (or if that day is not a
business day, then on the next business day). However,
if the redesignation request is received early in the
day, prior to the opening of the New York Stock
Exchange, then the redesignation will be valued using
the prior day's numbers.
(5) Beneficiaries or Legal Representatives--The beneficiary
or legal representative of a deceased participant may
redesignate subject to the same rules as participants.
However, the beneficiary or legal representative has
only one opportunity to redesignate out of Merck Common
Stock but may redesignate amounts up to and including
the entire value of the participant's investment in
Merck Common Stock.
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C. Special Rules for Redesignation Out of Common Stock
(1) Material, Nonpublic Information--The Committee in its
sole discretion and with advice of counsel at any time
may rescind a redesignation out of Merck Common Stock
if such redesignation was made by a participant who, a)
at the time of the redesignation was in the possession
of material, nonpublic information with respect to the
Company; and b) in the Committee's estimation
benefited from such information in the timing of
his/her redesignation.
The Committee's determination shall be final and
binding. In the event of such rescission, the
participant's Deferred Award Account shall be returned
to a status as though such redesignation had not
occurred. Notwithstanding the above, the Committee
shall not rescind a redesignation if the facts were
reviewed by the participant with the General Counsel of
the Company or a designee prior to the redesignation
and if the General Counsel or designee had concluded
that such participant was not in possession of adverse
material, nonpublic information.
(2) 16(b) Participants--A participant subject to Section
16(b) of the Securities Exchange Act of 1934 may
redesignate out of Merck Common Stock only during the
"window period" beginning on the third business day
following the public release of any quarterly annual
statements of sales and earnings by the Company and
ending on the twelfth day following such release.
D. CONVERSION OF COMMON STOCK ACCOUNTS
The Committee may, in its sole discretion, convert all of the
shares of Merck Common Stock allocated to a participant's
Deferred Award Account in the manner provided below where a
position which a terminated or retired participant has taken or
wishes to take is in the opinion of the Committee such as would
make uncertain the propriety of the participant's having a
continued interest in Merck Common Stock. The date of
conversion shall be the date of commencement of such other
employment or the date of the Committee's action, whichever is
later.
Conversion shall be from an expression of value in
shares of Merck Common Stock in the participant's Deferred Award
Account to an expression of value in United States dollars in
another available investment. The value of the Merck Common
Stock shall be based
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upon its closing price on the New York Stock Exchange composite
tape on the date of conversion or if no trading took place on
such Exchange on such day, the next business day on which
trading took place. Any conversion under this paragraph shall
be irrevocable and absolute.
VI. DISTRIBUTION OF DEFERRED AWARD ACCOUNTS
Distribution of Deferred Award Accounts shall be made in accordance with
the participant's distribution schedule pro rata by investment. Distributions
from Merck Common Stock will be made in shares, with cash payable for any
partial share. Distributions from Mutual Funds, Treasury Bills or Bond Indices
will be in cash. Distributions will be valued on the tenth business day of the
month and paid as soon thereafter as practicable.
1. Retirement
A participant's retirement from active service will cause distributions
of his/her Deferred Award Account to commence as soon as administratively
feasible in accordance with the participant's previously elected schedule.
If a participant retires from active service prior to age 65, the
Committee may establish a different distribution schedule. The schedule chosen
by the Committee, however, shall not be shorter than the participant's
previously elected schedule unless there has been or would be a significant
change in the participant's economic circumstances attributable to the
participant's early retirement. If the Committee decides to change the
participant's distribution schedule, the participant's Deferred Award Account
must be distributed ratably over no less than five years. However, if a
participant has retired at the Company's request, the limitation in the
preceding sentence does not apply.
2. Death
In the event of a participant's death, distributions under this Program
will commence as soon as administratively feasible in accordance with his/her
previously elected schedule. The participant's beneficiary or legal
representative, however, may request that the Committee change such distribution
schedule.
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3. Hardship Distributions
The Committee, in its sole discretion, may accelerate the time of
distribution of a participant's Deferred Award Account, if the participant
experiences severe financial hardship due to illness, accident or death in the
immediate family, loss of or damage to property due to casualty, or other
extraordinary and unforseeable circumstances. Such participant should provide
the Committee with a statement in reasonable detail as to the nature of such
financial hardship together with a statement that such acceleration is necessary
to alleviate such hardship.
4. Post-Retirement Modifications
A participant who has retired from active service may submit one petition
to the Committee requesting an extension of the period of distribution of
his/her Deferred Award Account. Any revised distribution schedule may not exceed
fifteen years from the date of actual retirement, and will be effective the
beginning of the next calendar year. The Committee shall in no event grant a new
schedule under which the participant would cumulatively receive a greater
portion of his/her Deferred Award Account as measured at the end of each
calendar year. A participant who is an active employee may not make a request
under this paragraph.
5. Automatic Distribution
If a participant terminates employment for reasons other than death,
divestiture or a separation due to reorganization, reduction in force, or
elimination of the participant's job, and is not eligible to retire from active
service under one of the Company's pension plans, then his/her Deferred Award
Account will be automatically paid in a lump sum as soon as administratively
feasible following his/her termination of employment. Furthermore, any
participant who dies, retires from active service, or whose employment
terminates as a result of a divestiture, or a separation due to reorganization,
reduction in force, or elimination of the participant's job, but whose Deferred
Award Account is valued at less than $125,000 on the date of his/her death,
retirement, termination due to divestiture, or separation will have his/her
Deferred Award Account distributed in a lump sum as soon as administratively
feasible following his/her death, retirement, termination due to divestiture or
separation.
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<PAGE> 15
6. Termination Due to Divestiture or Separation
If a participant's employment terminates as a result of a divestiture of
a division or subsidiary of the Company, or as a result of a separation due to a
reorganization, reduction in force, or elimination of the participant's job,
distributions under this Program will commence as soon as administratively
feasible after such termination in accordance with his/her previously elected
schedule or such schedule as the Committee, in its discretion, may approve.
VII. DEDUCTIONS FROM DISTRIBUTIONS
The Company will deduct from each distribution amounts required to be
withheld for income, Social Security and other tax purposes. Such withholding
will be done on a pro rata basis per investment. The Company may also deduct any
amounts the participant owes the Company for any reason.
VIII. BENEFICIARY DESIGNATIONS
A participant under this program may designate a beneficiary to receive
his/her Deferred Award Account upon the participant's death. Should the
beneficiary predecease the participant or should the participant not name a
beneficiary, the participant's Deferred Award Account will be distributed to the
participant's estate.
IX. AMENDMENTS
The Committee may amend this Program at any time. However, such amendment
shall not materially adversely affect any right or obligation with respect to
any Deferred Award made theretofore.
951500006/7-1-95/MEKF
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SCHEDULE I
INVESTMENTS
MERCK COMMON STOCK
MUTUAL FUNDS
Acorn Fund
Bond Fund of America
Fidelity Destiny I
Fidelity Equity Income Fund
Fidelity Magellan Fund
Fidelity U.S. Equity Index
IDS Global Bond Fund
Merrill Lynch Developing Capital Markets A
Scudder Growth & Income
Sequoia Fund
T. Rowe Price Small-Cap Value Fund
T. Rowe Price International Stock Fund
Templeton Growth Fund, Inc.
Vanguard Wellington Fund
3-MONTH TREASURY BILL INDEX
BOND INDICES
Lehman Brothers Treasury Bond Index -- Intermediate-Term
Lehman Brothers Treasury Bond Index -- Long-Term
7/1/95
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EXHIBIT 24.1
POWER OF ATTORNEY
Each of the undersigned does hereby appoint CELIA A. COLBERT and MARY M.
McDONALD, and each of them severally, to be his or her true and lawful attorney
or attorneys to execute on behalf of the undersigned (whether on behalf of Merck
& Co., Inc., or as an officer or director thereof, or by attesting the seal of
the Company, or otherwise) any Registration Statements in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock of Merck & Co., Inc. which may be issued pursuant the plans and the plan
interests covered by this Registration Statement, including amendments thereto
and all other documents in connection therewith.
IN WITNESS WHEREOF, this instrument has been duly executed as of the 28th
day of November, 1995.
MERCK & CO., INC.
By /s/ Raymond V. Gilmartin
---------------------------------------
Raymond V. Gilmartin
Chairman of the Board,
President and Chief Executive
Officer (Principal Executive Officer;
Director)
23
<PAGE> 2
/s/ Judy C. Lewent Senior Vice President and Chief Financial Officer
- -------------------------- (Principal Financial Officer)
Judy C. Lewent
/s/ Peter E. Nugent Vice President, Controller
- -------------------------- (Principal Accounting Officer)
Peter E. Nugent
DIRECTORS
/s/ H. Brewster Atwater, Jr /s/ Lloyd C. Elam
- ------------------------------- -------------------------------
H. Brewster Atwater, Jr. Lloyd C. Elam
/s/ Derek Birkin /s/ Charles E. Exeley, Jr.
- ------------------------------- -------------------------------
Derek Birkin Charles E. Exley, Jr.
/s/ Lawrence A. Bossidy /s/ William N. Kelley
- ------------------------------- -------------------------------
Lawrence A. Bossidy William N. Kelley
/s/ William G. Bowen /s/ Samuel O. Thier
- ------------------------------- -------------------------------
William G. Bowen Samuel O. Thier
/s/ Johnnetta B. Cole /s/ Dennis Weatherstone
- ------------------------------- -------------------------------
Johnnetta B. Cole Dennis Weatherstone
/s/ Carolyne K. Davis
- -------------------------------
Carolyne K. Davis
24
<PAGE> 3
CERTIFIED RESOLUTION OF BOARD OF
DIRECTORS
I, Dolores O. Rosinski, Senior Assistant Secretary of Merck & Co., Inc.,
a Corporation duly organized and existing under the laws of the State of New
Jersey, do hereby certify that the following is a true copy of a resolution
adopted on October 24, 1995, at a meeting of the Directors of said Corporation
held in Whitehouse Station, New Jersey, duly called in accordance with the
provisions of the By-Laws of said Corporation, and at which a quorum of
Directors was present:
"RESOLVED, that the proper officers of Merck & Co., Inc. (the
"Company") are hereby authorized and directed on behalf of the Company to
prepare, execute and file with the Securities and Exchange Commission
(the "SEC") Registration Statements and any and all amendments thereto,
and any and all exhibits and other documents relating thereto or required
by law or regulation in connection therewith, for the registration under
the Securities Act of 1933 of the shares of Common Stock of the Company
which may be purchased under the 1996 Incentive Stock Plan, the
Non-Employee Directors Stock Option Plan and the Merck Employees Federal
Credit Union Stock Option Plan and the interests in the plans covered by
the USHH Incentive Plan and the Astra Merck Inc. Employee Savings and
Security Plan (the "Plans");
RESOLVED, that Celia A. Colbert is hereby appointed and
designated the person duly authorized to receive communication and
notices from the SEC with respect to such Registration Statements or any
amendments thereto and as agent for service of process;
RESOLVED, that each officer, director or employee of the Company
who may be required to execute such Registration Statements or any
amendments thereto (whether on behalf of the Company, or as an officer or
director thereof, or by attesting the seal of the Company, or on behalf
of the Plans, or otherwise), is hereby authorized to execute a power of
attorney appointing Celia A. Colbert and Mary M. McDonald, and each of
them severally, his or her true and lawful attorney or attorneys to
execute in his or her name, place and stead (in any such capacity) such
Registration Statements and any and all
25
<PAGE> 4
amendments thereto and any and all exhibits and other documents necessary
or incidental in connection therewith, and to file the same with the SEC,
each of said attorneys to have power to act with or without the other,
and to have full power and authority to do and perform in the name and on
behalf of each of said officers, directors and employees, or any of them,
as the case may be, every act whatsoever necessary or advisable to be
done in the premises as fully and to all intents and purposes as any such
officer, director or employee might or could do in person;
RESOLVED, that the proper officers of the Company are hereby
authorized and directed to arrange with the New York Stock Exchange and
the Philadelphia Stock Exchange for the listing of the additional shares
of the Common Stock of the Company to be issued in connection with the
Plans; and
RESOLVED, that the proper officers of the Company, with the
advice of counsel, are hereby authorized to take any action and to
execute and deliver any letters, documents, agreements or other
instruments as they deem necessary, appropriate or desirable to carry out
the purposes and intents of this Special Resolution."
IN WITNESS WHEREOF, I have hereunto subscribed my signature and affixed
the seal of the Corporation this 28th day of November, 1995.
[Corporate Seal]
/s/ Dolores A. Rosinski
--------------------------------------
Senior Assistant Secretary
26
