PROSPECTUS
[LOGO] MERCK
STOCK INVESTMENT PLAN
The Merck Stock Investment Plan (the "Plan") of Merck & Co., Inc., a New
Jersey corporation ("Merck"), provides participants with a convenient and
economical method of purchasing shares of Merck's common stock, $.01 par value
per share ("Common Stock"), and reinvesting cash dividends paid on Common Stock
in additional shares of Common Stock. Participation in the Plan is open to any
registered holder of Common Stock and to any person who becomes a registered
holder of Common Stock by enrolling in the Plan, paying a one-time account
set-up fee of $5 and either making an initial investment of at least $350 or
authorizing automatic monthly cash investments of at least $50. Beneficial
owners of Common Stock whose only shares are registered in names other than
their own (e.g., held in street name in a brokerage account) are not eligible
until they become stockholders of record either by withdrawing the shares from
their brokerage account and registering the shares in their own name or by
enrolling in the Plan in the same manner as a non-stockholder.
Participants in the Plan may elect to have the cash dividends paid on all
or a percentage of their shares of Common Stock automatically reinvested in
additional shares of Common Stock. Participants may also purchase additional
shares of Common Stock by making optional cash investments in accordance with
the provisions of the Plan. Holders of Common Stock who choose not to
participate in the Plan will continue to receive cash dividends on shares of
Common Stock registered in their name, as declared, by check or direct deposit.
Shares of Common Stock purchased by participants in the Plan may be
treasury or new issue Common Stock or, at Merck's option, Common Stock purchased
in the open market or in negotiated transactions. Treasury or new issue Common
Stock is purchased from Merck at the market price on the applicable investment
date. The price of Common Stock purchased in the open market or in negotiated
transactions is the weighted average price at which the shares are actually
purchased.
The Plan supersedes the Merck & Co., Inc. Automatic Dividend Reinvestment
and Cash Payment Plan in its entirety. If you are currently participating in the
Merck & Co., Inc. Dividend Reinvestment and Cash Payment Plan, you will be
automatically enrolled in the new Plan. If you have elected partial reinvestment
of your dividends, you will receive a Plan Authorization Form on which you will
be asked to specify the percentage of your shares with respect to which you want
dividends reinvested, as dividend reinvestment under the new Plan is based on a
specified percentage of shares rather than a specified number of shares.
A complete description of the Plan begins on page 4 of this Prospectus.
Shares of Common Stock offered under the Plan to persons who are not
currently stockholders of Merck are offered through Norwest Investment Services,
Inc., a registered broker/dealer.
PLEASE READ THIS PROSPECTUS CAREFULLY BEFORE INVESTING AND RETAIN IT FOR
YOUR FUTURE REFERENCE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is February 12, 1999.
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AVAILABLE INFORMATION
Merck is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by Merck with the Commission can be
inspected and copied at the public reference facilities of the Commission, Room
1024, 450 Fifth Street, NW, Washington, DC 20549 and at the regional offices of
the Commission located at 7 World Trade Center, Suite 1300, New York, NY 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661-2511. Such materials also may be accessed through the Commission's
Internet Web site located at http://www.sec.gov. Copies of such materials can be
obtained at prescribed rates by writing to the Commission, Public Reference
Section , 450 Fifth Street, NW, Washington, DC 20549. Reports, proxy statements
and other information filed by Merck also may be inspected at the offices of the
New York Stock Exchange at 20 Broad Street, New York, NY 10005.
Merck has filed a registration statement on Form S-3 (File No. 333-17045)
(the "Registration Statement") with the Commission registering under the
Securities Act of 1933, as amended (the "Securities Act"), the shares of Common
Stock offered hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement and the exhibits thereto. A copy of the
Registration Statement may be inspected or obtained in the manner described
above. Certain portions of the Registration Statement have been omitted pursuant
to the rules and regulations of the Commission. Reference is hereby made to such
omitted portions for further information with respect to Merck and the shares of
Common Stock offered hereby. Statements contained herein concerning the
provisions of certain documents are necessarily summaries of such documents, and
each statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Merck with the Commission (File No.
1-3305) pursuant to the Exchange Act are incorporated by reference in this
Prospectus: (a) annual report on Form 10-K for the year ended December 31, 1997;
(b) Form 10-K/A filed on June 24, 1998, amending Merck's Form 10-K for the year
ended December 31, 1997; and (c) quarterly reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998, and September 30, 1998.
All documents filed by Merck with the Commission pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this Prospectus
and prior to termination of this offering shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of such filing. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any other
subsequently filed document that also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
Merck will provide without charge to each person to whom this Prospectus is
delivered (including any beneficial owner of shares of Common Stock), on the
request of such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than certain exhibits to such
documents). Written or telephone requests should be directed to the Corporate
Secretary, Merck & Co., Inc., One Merck Drive, Whitehouse Station, NJ
08889-0100, telephone (908) 423-1000.
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MERCK
Merck & Co., Inc. ("Merck" or the "Company") is a global
research-driven pharmaceutical company that discovers, develops, manufactures
and markets a broad range of human and animal health products, directly and
through its joint ventures, and provides pharmaceutical benefit services through
Merck-Medco Managed Care, L.L.C. ("Merck-Medco"). The Company's operations are
principally managed on a products and services basis and are comprised of two
reportable segments: Merck Pharmaceutical and Merck-Medco. Merck Pharmaceutical
products consist of therapeutic agents, sold by prescription, for the treatment
of human disorders. Merck-Medco revenues are derived from the filling and
management of prescriptions and health management programs.
The following table shows the sales of various categories of the
Company's products and services:
<TABLE>
<CAPTION>
($ IN MILLIONS) 1998 1997 1996
--------------- ---- ---- ----
<S> <C> <C> <C>
Elevated cholesterol..................... $ 4,694.1 $ 4,672.3 $ 4,055.9
Hypertension/heart failure............... 4,213.5 3,855.0 3,452.6
Anti-ulcerants........................... 1,113.5 1,184.4 1,033.5
Vaccines/biologicals..................... 846.7 733.6 586.8
Osteoporosis............................. 775.2 532.1 281.8
Antibiotics.............................. 743.3 774.9 822.3
Human immunodeficiency virus ("HIV")..... 676.3 581.7 187.8
Ophthalmologicals........................ 630.7 639.1 643.6
Animal health/crop protection............ - 550.0 1,044.1
Other Merck products..................... 1,603.2 673.5 562.3
Merck-Medco.............................. 11,601.7 9,440.3 7,158.0
--------- --------- ---------
Total............................... $26,898.2 $23,636.9 $19,828.7
========= ========= =========
</TABLE>
Human health products include therapeutic agents within the Merck
Pharmaceutical segment, sold by prescription for the treatment of human
disorders as well as preventive agents (vaccines/biologicals). Among these are
elevated cholesterol products, which include ZOCOR (simvastatin) and MEVACOR
(lovastatin); hypertension/heart failure products which include VASOTEC
(enalapril maleate), the largest-selling product among this group, COZAAR
(losartan potassium), HYZAAR (losartan potassium and hydrochlorothiazide),
PRINIVIL (lisinopril) and VASERETIC (enalapril maleate and hydrochlorothiazide);
anti-ulcerants, of which PEPCID (famotidine) is the largest-selling;
vaccines/biologicals, of which M-M-R II (measles, mumps and rubella virus
vaccine live), RECOMBIVAX HB (hepatitis B vaccine [recombinant]) and VARIVAX
(varicella virus vaccine live [Oka/Merck]), a live virus vaccine for the
prevention of chickenpox, are the largest-selling; osteoporosis, which is
comprised of FOSAMAX (alendronate sodium), for treatment and prevention in
postmenopausal women; antibiotics, of which PRIMAXIN (imipenem and cilastatin
sodium) and NOROXIN (norfloxacin) are the largest-selling; human
immunodeficiency virus, which includes CRIXIVAN (indinavir sulfate), a protease
inhibitor for the treatment of human immunodeficiency viral infection in adults;
and ophthalmologicals, of which TIMOPTIC (timolol maleate), TIMOPTIC-XE (timolol
maleate ophthalmic gel forming solution) and TRUSOPT (dorzolamide hydrochloride)
are the largest selling.
Animal health products include medicinals used to control and alleviate
disease in livestock, small animals and poultry. Crop protection includes
products for the control of crop pests and fungal disease. In July 1997, the
Company sold its crop protection business to Novartis. In August 1997, the
Company and Rhone-Poulenc combined their animal health and poultry genetics
businesses to form Merial Limited ("Merial"). Amounts for 1997 reflect sales for
these businesses prior to the completion of these transactions.
Other Merck products include sales of PROSCAR (finasteride), which
provides long-term disease management of symptomatic benign prostate
enlargement, SINGULAIR (montelukast sodium), for the prevention and treatment of
chronic asthma in adults and children aged six and above, AGGRASTAT (tirofiban
hydrochloride), a platelet blocker, for treatment of accute coronary syndrome,
MAXALT (rizatriptan benzoate), an anti-migraine treatment, PROPECIA
(finasteride), which treats male pattern hair loss and other human
pharmaceuticals within the Merck Pharmaceutical segment, continuing sales to
divested businesses, pharmaceutical and animal health supply sales to the
Company's joint ventures and, as of July 1, 1998, supply sales to Astra
Pharmaceuticals, L.P. Also included in this category are rebates and discounts
on Company pharmaceutical products.
Merck-Medco primarily includes Merck-Medco sales of non-Merck
products and Merck-Medco pharmaceutical benefit services, principally managed
prescription drug programs and programs to help manage patient health.
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Merck provides a more detailed description of its current business and
industry segments, including an overview of the regulatory environment within
which it and its subsidiaries operate, in its annual report on Form 10-K filed
with the Commission and incorporated by reference herein. A copy of Merck's most
recent annual report on Form 10-K can be obtained without charge. See
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
DESCRIPTION OF THE PLAN
PURPOSES
The Plan provides participants with a convenient and economical method of
systematically increasing their ownership interest in Merck through purchases of
Common Stock and the reinvestment of cash dividends in additional shares of
Common Stock.
COMMENCEMENT
The Plan is expected to be effective on February 1, 1997. Any funds
received prior to that time will be held for investment until the next purchase
date which is expected to be in the first week of February.
FEATURES
The Plan has the following features:
* OPEN TO NON-STOCKHOLDERS. Persons who do not currently own shares of
Common Stock may become participants in the Plan by paying an account
set-up fee of $5 and either making an initial investment of at least
$350 or authorizing automatic monthly cash investments of at least
$50.
* AUTOMATIC REINVESTMENT OF DIVIDENDS. Cash dividends paid on all or a
specified percentage of shares of Common Stock are automatically
reinvested in additional shares of Common Stock.
* OPTIONAL CASH INVESTMENTS. Participants may make optional cash
investments in Common Stock of a minimum of $50 per investment up to
an aggregate of $50,000 per year. Optional cash investments may be
made by automatic monthly electronic funds transfer or by check or
money order at weekly or less frequent intervals, as the participant
desires.
* FULL INVESTMENT OF PLAN FUNDS. Funds invested in the Plan are fully
invested through the purchase of fractional shares, as well as full
shares. Cash dividends on fractional shares are reinvested in
additional shares of Common Stock.
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* TELEPHONE TRANSACTIONS. Participants may establish telephone
privileges for their Plan accounts, enabling them to execute certain
Plan orders by phone as follows:
-- Sell a portion or all of their Plan shares (If current market
value of shares to be sold is $25,000 or less)
-- Request a certificate for a portion or all of their full Plan
shares
-- Change the amount of their monthly Electronic Funds Transfer
-- Terminate their monthly Electronic Funds Transfer
-- Change their reinvestment option. (Example: Change from full
reinvestment to partial reinvestment)
If you already participate in the Plan and want to receive a form to
establish telephone transaction privileges for your account, please call
the Plan Administrator at (800) 522-9114.
* SHARE SAFEKEEPING. Participants may deposit for safekeeping
certificates representing shares of Common Stock held in certificate
form, whether or not the shares were issued under the Plan, at no cost
to the participants.
* ACCOUNT STATEMENTS. Account statements detailing each participant's
Plan activities are mailed to each participant on a quarterly basis
and following each Plan transaction.
CONSIDERATIONS
You should consider the following prior to participating in the Plan:
* BROKERAGE COMMISSIONS. Participants pay a brokerage commission of
$0.01 for each share of Common Stock purchased or sold for their Plan
account in open market transactions. Merck expects that generally all
Plan purchases and sales will be effected in open market transactions.
* SERVICE FEES. Participants also pay a service fee as described herein
for certain Plan transactions, including dividend reinvestment and
optional cash investments, whether or not the transactions are
effected in open market transactions.
* INVESTMENT TIMING; PRICE RISKS. Because the prices at which Plan
shares are purchased are determined as of specified dates or as of
dates otherwise beyond the control of participants, participants may
lose certain advantages otherwise available from being able to select
the timing of their investment. For example, because the price charged
to participants for shares purchased in the open market or in
negotiated transactions is the weighted average price at which the
shares are actually purchased over a period of up to 5 business days
following an investment date, participants may pay a higher price for
shares purchased under the Plan than for shares purchased on the
investment date outside of the Plan.
* NO INTEREST PENDING INVESTMENT. No interest is paid on optional cash
investments pending their investment in Common Stock.
ADMINISTRATION
As of the date of this Prospectus, administration of the Plan, which
includes enrolling new participants in the Plan, reinvesting dividends,
processing optional cash investments, processing share sale requests, depositing
and safekeeping Plan shares, processing requests for certificates, and issuing
account statements, is handled by Norwest Shareowner Services SM (the "Plan
Administrator").
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All inquiries and notices (including change of address) concerning your Plan
account are handled by Merck and should be directed to:
Merck & Co., Inc.
Stockholder Services Department
P.O. Box 100 (WS 3AB-40)
Whitehouse Station, NJ 08889-0100
or by telephone at (800) 613-2104 Monday through Friday, between the hours of
8:30 a.m. and 4:00 p.m., Eastern Standard Time.
Participants may submit enrollment applications, optional cash investments,
certificate deposits for safekeeping, certificate withdrawal, and share sale
requests to the Plan Administrator at the following address:
Merck & Co., Inc.
c/o Shareowner Services
P.O. Box 64855
St. Paul, MN 55164-0855
Shareowner Services can be contacted at (800) 522-9114 between 7:00 a.m. and
7:00 p.m., Central Standard Time, on any business day. Written communications
may also be sent to the Plan Administrator by telefax at (651) 552-6999.
The Plan Administrator is also responsible for purchasing and selling
shares of Common Stock for participants' Plan accounts, including the selection
of the broker or dealer through which Plan purchases and sales are made. Merck
has no control over the times or prices at which the Plan Administrator effects
transactions in the open market or the selection of the broker or dealer used by
the Plan Administrator to effect open market transactions.
FORMS
PLAN AUTHORIZATION FORM. A Plan Authorization Form is used to enroll in the
Plan and, at the time of enrollment, authorize electronic funds transfers and
telephone transaction privileges.
PLAN TRANSACTION FORM. A Plan Transaction Form is used to make optional
cash investments, transfer or sell your Plan shares, deposit your share
certificates with the Plan Administrator (if done after enrollment), and
terminate your participation in the Plan. A Plan Transaction Form is attached to
each account statement mailed to participants.
ACCOUNT ELECTION FORM. An Account Election Form is used to authorize
electronic funds transfers after enrollment or to change the amount of or
terminate electronic funds transfers.
Account Election Forms and additional Plan Authorization Forms and Plan
Transaction Forms can be obtained from the Plan Administrator upon request.
ELIGIBILITY
Any person or entity, whether or not currently a registered holder of
Common Stock, may participate in the Plan by enrolling in accordance with the
procedures described in "Enrollment and Participation" below. Merck reserves the
right to deny, modify, suspend or terminate participation by any person or
entity. See "Other Information -- Denial or Termination of Participation by
Merck."
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ENROLLMENT AND PARTICIPATION
You may enroll in the Plan at any time by completing a Plan Authorization
Form and returning it to the Plan Administrator at the address set forth on the
form.
EXISTING STOCKHOLDERS.
EXISTING STOCKHOLDERS. If you are a registered holder of Common Stock
but not currently participating in the Plan, you must complete a Plan
Authorization Form to participate in the new Plan. If you are a beneficial
owner of Common Stock whose only shares are held in names other than your
own (e.g., held by brokers, trustees or bank nominees), you must complete a
Plan Authorization Form and either (a) become a stockholder of record by
having the shares registered in your name, or (b) become a stockholder of
record by enrolling in the Plan in the same manner as a non-stockholder.
NON-STOCKHOLDERS. If you are not a registered owner of Common Stock,
you must complete a Plan Authorization Form and pay a one-time account
set-up fee of $5 PLUS an optional cash investment fee of $5 for a total of
$10. You must also make an initial cash investment of at least $350. For
automatic monthly cash investments, an initial investment of $50, together
with a one time account set up fee $5 is required. A maximum of $50,000 may
be initially invested in the Plan.
EXAMPLE 1: A non-stockholder who wishes to enroll in the Plan by
making an initial investment would complete the account authorization
form and submit a check made payable to Shareowner Services for
$360.00 (initial investment of $350 plus $5 one-time enrollment fee
and $5 optional cash investment fee).
EXAMPLE 2: A non-stockholder who wishes to enroll in the Plan by
authorizing monthly electronic investments from his savings or
checking account would complete the account authorization form
INCLUDING SECTION D (Automatic Cash Withdrawal and Investment)
authorizing monthly investments of at least $50. The investor would
include a check for at least $55 to cover the one-time account set-up
fee of $5 and the first optional cash investment of $50 made payable
to Shareowner Services. All subsequent monthly optional cash
investments will be electronically debited from the participant's bank
account. All monthly cash purchases made by electronic investment will
be assessed a $2 transaction fee which will be deducted from the cash
investment.
INVESTMENTS
DIVIDEND REINVESTMENT. As described below, by participating in the Plan,
you may have the cash dividends paid on all or a percentage of your shares of
Common Stock (net of brokerage commissions and service fees as described below)
automatically reinvested in Common Stock on the dividend payment date. THE
PAYMENT OF DIVIDENDS ON COMMON STOCK IS AT THE DISCRETION OF MERCK'S BOARD OF
DIRECTORS.
REINVESTMENT OPTIONS
FULL DIVIDEND REINVESTMENT. If you elect the "Full Dividend Reinvestment"
option on your Plan Authorization Form, the Plan Administrator will reinvest in
additional shares of Common Stock all cash dividends paid on all shares of
Common Stock then or subsequently registered in your name and on all shares of
Common Stock then or subsequently held in your Plan account, including
fractional shares and shares purchased with optional cash investments made under
the Plan.
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PARTIAL DIVIDEND REINVESTMENT. If you elect the "Partial Dividend
Reinvestment" option on your Plan Authorization Form, you must select the
percentage (from 10% to 90%, in increments of 10%) of the total number of shares
of Common Stock then or subsequently registered in your name and then or
subsequently held in your Plan account with respect to which you want cash
dividends reinvested. The Plan Administrator will reinvest in additional shares
of Common Stock all cash dividends paid on the specified percentage of shares.
OPTIONAL CASH INVESTMENTS ONLY. If you elect the "Optional Cash Investments
Only" option, you will continue to receive, as declared, by check or direct
deposit, cash dividends paid on shares of Common Stock then or subsequently
registered in your name and then or subsequently held in your Plan account.
DIVIDEND PAYMENT DATES. If your Plan Authorization Form is received by the
Plan Administrator on or before the record date for a particular dividend,
dividend reinvestment will begin with respect to dividends paid on the next
dividend payment date. If your Plan Authorization Form is received by the Plan
Administrator after the record date, dividend reinvestment will not begin until
the dividend payment date following the next record date. Dividends on Common
Stock have historically been paid on the first business day of January, April,
July, and October. Thus, for example, to begin automatic reinvestment of a
dividend expected to be paid on April 1 in a given year, the Plan Administrator
should receive your Plan Authorization Form by the first week in March.
CASH INVESTMENTS
INITIAL CASH INVESTMENT. If you are not a registered owner of Common Stock,
you must include an initial cash investment of at least $350 with your completed
Plan Authorization Form or authorize automatic monthly cash investments by
electronic funds transfer of at least $50. If you include an initial cash
investment with your Plan Authorization Form, you must also include a one-time
account set-up fee of $5 plus an optional cash investment fee of $5. If you
elect to sign up for automatic monthly cash investments of at least $50, you
must include at least $50 to cover the first initial investment along with a
one-time set-up fee of $5. Subsequent electronic cash investments will be
assessed a $2 transaction fee which will be deducted from the investment amount.
See "Enrollment and Participation" above. Initial cash investments and payment
of the account set-up fee must be made by check or money order payable to
"Norwest Shareowner Services" in U.S. funds.
OPTIONAL CASH INVESTMENTS. Participants may make optional cash investments
at any time by personal check, money order or electronic funds transfer from a
designated U.S. bank account. Participants may vary their optional cash
investments from a minimum of $50 per investment up to a maximum of $50,000 per
year. Initial cash investments are included in the month in which they are made
for purposes of determining whether the $50,000 maximum has been reached.
INITIAL AND OPTIONAL CASH INVESTMENTS ARE INVESTED IN SHARES OF COMMON
STOCK NET OF BROKERAGE COMMISSIONS AND SERVICE FEES AS DESCRIBED BELOW.
CHECK OR MONEY ORDER. Optional cash investments made by check or money
order must be accompanied by a completed Plan Transaction Form and received by
the Plan Administrator no later than two business days prior to an investment
date for an initial cash investment and one business day prior to an investment
date for optional cash payments, to be invested on that investment date;
otherwise, optional cash investments are held by the Plan Administrator for
investment on the next investment date. (See definition of Cash Investments,
above.) Optional cash investments made by check or money order must be payable
to "Norwest Shareowner Services" in U.S. funds.
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ELECTRONIC FUNDS TRANSFER. In addition to making optional cash investments
by check or money order, participants may authorize automatic monthly electronic
funds transfers from designated bank accounts. Participants' bank accounts are
debited 4 business days prior to the investment date which is generally the
third Tuesday or, if the third Tuesday is not a business day, the business day
next following the third Tuesday of each month. Participants do not receive any
confirmation of the transfer of funds other than as reflected in their monthly
Plan account statements and in their bank account statements.
To authorize electronic funds transfers, complete and sign the automatic
funds transfer section of the Plan Authorization Form and return it to the Plan
Administrator together with a voided blank check or deposit slip for the account
from which funds are to be transferred. Your automatic funds transfers will
begin as soon as practicable after the Plan Administrator receives the
authorization form. You may change the amount of your monthly transfer or
terminate your monthly transfer altogether by completing an EFT Authorization
Form and returning it to the Plan Administrator or by contacting the Plan
Administrator toll free at (800) 522-9114. To be effective with respect to a
particular investment date, your change or termination request must be received
by the Plan Administrator at least fifteen business days prior to the investment
date.
INVESTMENT DATES
DIVIDEND REINVESTMENT. Cash dividends are expected to be reinvested on the
applicable dividend payment date or, if the dividend payment date is not a
business day, the business day next following the dividend payment date.
OPTIONAL CASH INVESTMENTS. Optional cash investments are expected to be
made on (a) Tuesday of each week or, if Tuesday is not a business day, the
business day next following Tuesday or (b) in any week in which a cash dividend
is paid, the dividend payment date or, if the dividend payment date is not a
business day, the business day next following the dividend payment date.
NO INTEREST IS PAID ON FUNDS HELD BY THE PLAN ADMINISTRATOR PENDING THEIR
INVESTMENT IN COMMON STOCK. ALL OPTIONAL CASH INVESTMENTS, INCLUDING THE
INITIAL CASH INVESTMENT, ARE SUBJECT TO THE COLLECTION BY THE PLAN
ADMINISTRATOR OF FULL FACE VALUE IN U.S. FUNDS.
SOURCE OF SHARES. Shares purchased by participants under the Plan are
acquired in the open market, negotiated transactions or purchased from treasury
or new issue Common Stock that Merck has registered under the Securities Act.
The Plan Administrator purchases shares in the open market or in negotiated
transactions as soon as practicable (but in no event more than 5 business days)
after the applicable investment date, subject to any waiting periods required
under applicable securities laws or stock exchange regulations. Merck determines
the source or sources of shares used to fulfill Plan requirements and, subject
to certain regulatory restrictions on the frequency with which it can change its
determination, may change such determination from time to time without notice to
Plan participants. Merck expects that generally all Plan purchases will be
effected in open market transactions.
PRICE OF SHARES. The price per share of treasury or new issue Common Stock
is the average of the high and low sale prices of the Common Stock (as reported
on the New York Stock Exchange Composite Tape) on the applicable investment date
or, if the New York Stock Exchange is closed on the investment date, on the next
preceding day the New York Stock Exchange is open. The price of shares purchased
in the open market or in negotiated transactions is the weighted average price
at which the shares are actually purchased for the applicable investment date.
All purchases will be made within 5 business days of an investment date. The
Plan Administrator may in its discretion commingle
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participants' funds for the purpose of effecting purchase orders and may offset
purchase and sale orders to arrive at a net purchase or sale order. Because the
prices at which shares are purchased under the Plan are determined as of
specified dates or as of dates otherwise beyond the control of participants,
participants may lose any advantage otherwise available from being able to
select the timing of their investment.
BROKERAGE COMMISSIONS, SERVICE FEES AND OTHER COSTS
ACCOUNT SET-UP. Persons who are not registered holders of Common Stock,
including persons authorizing automatic monthly cash investments, are charged a
one-time account set-up fee of $5. Please note: As mentioned earlier in this
prospectus, an optional cash investment transaction fee of $5 will be assessed
on all initial investments made by check or money order. The fee must be paid by
check or money order and is due at the time of enrollment. The fees must be
added to the minimum initial cash investment of $350. A $2 per cash investment
fee is assessed on all monthly optional cash investments made by electronic bank
transfer.
BROKERAGE COMMISSIONS. In addition to the service fees discussed below,
participants pay a brokerage commission of $0.01 for each share of Common Stock
purchased or sold for their Plan account in open market transactions, even if a
purchase or sale order is used to offset another Plan order. Merck expects that
generally all Plan purchases and sales will be effected in open market
transactions. Brokerage commissions payable with respect to Plan purchases are
deducted from the amount invested on behalf of participants. Brokerage
commissions payable with respect to Plan sales are deducted from the proceeds
payable to participants.
SERVICE FEES. For each dividend reinvestment transaction, participants pay
a service fee equal to 4% of the cash dividend reinvested up to a maximum of $2
per transaction. For each optional cash investment made by check or money order,
participants pay a service fee of $5, and for each optional cash investment made
by automatic electronic funds transfer, participants pay a service fee of $2.
Dividend reinvestment and optional cash investment service fees are in addition
to brokerage commissions and are deducted from the amount invested on behalf of
participants. Participants pay a service fee of $5 in connection with sales of
Plan shares. The service fee is in addition to brokerage commissions and is
deducted from the proceeds payable to the selling participant.
COMMISSIONS AND FEES SUBJECT TO CHANGE. The Plan Administrator may change
from time to time the amount of commissions and fees charged participants upon
30 days' prior notice to participants.
ACCOUNT STATEMENTS
The Plan Administrator maintains an account for each Plan participant and
sends account statements to each participant as soon as practicable after each
quarterly dividend reinvestment and each weekly optional cash investment and
after any transfer, sale or withdrawal of Plan shares. The account statements
provide participants with records of their purchases and sales and should be
retained for tax purposes.
SHARE CERTIFICATES
Plan purchases are credited to each participant's account and shown on the
participant's account statement. Participants do not receive certificates for
their Plan shares unless requested. This protects against loss, theft or
destruction of stock certificates and reduces Merck's administrative costs
associated with the Plan. Participants may obtain certificates for some or all
full Plan shares at any time
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<PAGE>
by submitting a Plan Transaction Form to the Plan Administrator or contacting
the Plan Administrator toll free at (800) 522-9114. Any remaining full and
fractional shares continue to be credited to participants' accounts.
Certificates for fractional shares are not issued under any conditions.
SHARE SAFEKEEPING
At any time beginning with enrollment in the Plan, participants may deposit
with the Plan Administrator certificates representing shares of Common Stock,
whether or not the shares were acquired under the Plan, at no cost to
participants. To use this service, participants must send their certificates to
the Plan Administrator with a properly completed Plan Transaction Form. Shares
represented by certificates deposited with the Plan Administrator are credited
to participants' accounts and thereafter are treated as if acquired under the
Plan. Participants are responsible for maintaining their own records of the cost
basis of certificated shares deposited with the Plan Administrator. Beneficial
owners of Common Stock registered in street or other nominee name may in certain
cases be able to electronically transfer their shares from their existing
account to a Plan account. Beneficial owners who want to take advantage of this
service should contact the Plan Administrator to obtain transfer instructions.
Merck strongly recommends that participants use registered mail to mail
their certificates to the Plan Administrator, insuring the certificates for 2%
of the current market value of the shares represented thereby. In any case,
participants bear the full risk of loss, regardless of the method used, in the
event the certificates are lost.
PARTICIPANTS SHOULD NOT ENDORSE THEIR CERTIFICATES PRIOR TO MAILING.
SHARE TRANSFERS WITHIN PLAN
Participants may purchase shares of Common Stock for others by making cash
investments on their behalf. To do this, you need only complete a Plan
Authorization Form in the name of the recipient and return the completed form to
the Plan Administrator together with the one-time account set-up fee of $5, a $5
optional cash investment fee (not required for automatic monthly cash
investments) and either an initial investment of at least $350 or an
authorization for automatic monthly cash investments of at least $50.
Plan shares also may be transferred to a Plan account of another person
subject to compliance with any applicable laws. To do this, participants must
complete a Plan Transaction Form and return the completed Plan Transaction Form,
together with an executed stock assignment, to the Plan Administrator. The
signature of the transferring participant on the stock assignment must be
Medallion guaranteed by an eligible financial institution. Stock assignments can
be obtained from the Plan Administrator. If the person to whom the shares are
gifted or transferred is not a participant in the Plan, the Plan Administrator
will automatically open an account for the person and enroll him or her in the
Plan.
Participants may not pledge or grant a security interest in Plan shares or
transfer Plan shares outside of the Plan unless certificates representing the
shares have been issued by the Plan Administrator.
SALE OF SHARES
Participants may sell some or all of their Plan shares by submitting the
appropriate information on the Plan Transaction Form or by submitting a written
request to the Plan Administrator. If the current market value of the shares
requested to be sold is $25,000 or less, and the participant has previously
authorized telephone transactions, a participant may sell Plan shares by
contacting the Plan Administrator
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toll free at (800) 522-9114. The Plan Administrator may match or offset
participants' sales orders against one or more purchase orders of other
participants in the Plan. If not offset, the Plan Administrator executes the
order on behalf of the participant in the open market or in negotiated
transactions. The Plan Administrator may sell Plan shares to Merck. After
settlement of the sale, the Plan Administrator will send the participant a check
for the net proceeds of the sale. The proceeds received by the participant are
based on the weighted average price at which the shares were sold less brokerage
commissions, service fees charged by the Plan Administrator, and applicable
transfer taxes.
TERMINATION
Participants may terminate their participation in the Plan by submitting
the appropriate information on a Plan Transaction Form or by submitting a
written request to the Plan Administrator. If the current market value of a
participant's Plan account is $25,000 or less, and the participant has
previously authorized telephone transactions, a participant may terminate his or
her participation in the Plan by contacting the Plan Administrator toll free at
(800) 522-9114. Termination requests must be received by the Plan Administrator
on or before the record date to be effective as to the next cash dividend. Any
such notice received after a dividend record date shall not be effective until
dividends paid for such record date have been credited to the participant's
account. In addition, termination requests of participants making optional cash
investments by electronic funds transfers must be received by the Plan
Administrator at least 15 business days prior to the scheduled investment date
to ensure that the request is effective as to the next optional cash investment.
Upon termination of a participant's participation in the Plan, unless the
participant has requested on the Plan Transaction Form that some or all Plan
shares be sold, the Plan Administrator will send the participant a certificate
representing the number of full shares in the participant's Plan account and a
check in the amount of the market value of any fractional share. If a
participant so requests on the Plan Transaction Form, the Plan Administrator
will sell some or all Plan shares on behalf of the participant. After settlement
of the sale, the Plan Administrator will send the participant a check in the
amount of the net proceeds of the sale (plus the market value of any fractional
Plan share) and a certificate representing any full Plan shares not sold. The
net proceeds received by the participant are based on the weighted average price
at which the shares were sold less brokerage commissions of $ .01 per share, a
$5 sale fee charged by the Plan Administrator, and applicable transfer taxes.
After termination, previous participants may re-enroll in the Plan by
submitting a new Plan Authorization Form and complying with all other enrollment
procedures (see "Enrollment and Participation"). In order to minimize
unnecessary Plan administrative costs and to encourage use of the Plan as a
long-term investment vehicle, Merck reserves the right to deny participation in
the Plan to previous participants who Merck or the Plan Administrator believes
have been excessive in their enrollment and termination.
OTHER INFORMATION
STOCK DIVIDENDS AND STOCK SPLITS. Any shares distributable to a Plan
participant pursuant to a stock dividend or stock split by Merck on shares
registered in the name of or credited to the account of a Participant under the
Plan will be added to the Participant's account and not mailed or delivered
directly to the Participant. The Participant, however, may request Merck to
issue certificates for such stock dividends or split shares once they are added
to the Participant's account (see "Share Certificates" page 10).
DIVIDEND AND VOTING RIGHTS. Dividend and voting rights of shares purchased
under the Plan commence upon settlement of the transaction, which normally is
three business days after purchase.
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<PAGE>
Shares of Common Stock purchased on or within two business days prior to a
dividend record date are considered "ex-dividend" and therefore not entitled to
payment of that dividend.
VOTING OF PLAN SHARES. For each meeting of stockholders, participants
receive proxy materials that allow them to vote their Plan shares by proxy.
Alternatively, participants can elect to vote their Plan shares in person at the
meeting.
LIMITATION OF LIABILITY. In administering the Plan, neither Norwest, the
Plan Administrator nor the Independent Agent is liable for any good faith act or
omission to act, including but not limited to any claim of liability (a) arising
out of the failure to terminate a participant's account upon such participant's
death prior to receipt of notice in writing of such death, (b) with respect to
the prices or times at which shares are purchased or sold, or (c) as to the
value of the shares acquired for participants. Merck reserves the right to
interpret and regulate the Plan as it deems necessary or advisable in connection
with the Plan's operations.
MODIFICATION OR TERMINATION OF THE PLAN. Merck may suspend, modify or
terminate the Plan at any time in whole or in part or with respect to
participants in certain jurisdictions. Notice of such suspension, modification
or termination will be sent to all affected participants. No such event will
affect any shares then credited to a participant's account. Upon any whole or
partial termination of the Plan by Norwest, each affected participant will
receive a certificate for all full Plan shares and a check in the amount of the
market value of any fractional Plan share.
DENIAL OR TERMINATION OF PARTICIPATION BY NORWEST. At the direction of
Norwest, the Plan Administrator may terminate a participant's participation in
the Plan if the participant does not own at least one full share in the
participant's name or held through the Plan. Merck also reserves the right to
deny, modify, suspend or terminate participation in the Plan by otherwise
eligible persons to the extent Merck deems it advisable or necessary in its
discretion to comply with applicable laws or to eliminate practices that are not
consistent with the purposes of the Plan. Participants whose participation in
the Plan is terminated will receive certificates for all full Plan shares and a
check in the amount of the market value of any fractional Plan share.
FEDERAL INCOME TAX INFORMATION
THE INFORMATION SET FORTH BELOW SUMMARIZES CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN. THE INFORMATION IS NOT INTENDED TO BE
A COMPLETE DESCRIPTION OF ALL SUCH CONSEQUENCES, NOR IS IT INTENDED TO BE A
DESCRIPTION OF ANY KIND OF THE STATE, LOCAL OR FOREIGN TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN. THE DESCRIPTION OF FEDERAL INCOME TAX CONSEQUENCES
MAY BE AFFECTED BY FUTURE LEGISLATION, IRS RULINGS AND REGULATIONS AND/OR COURT
DECISIONS. FOR THAT REASON, PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS
WITH RESPECT TO THE FEDERAL INCOME TAX CONSEQUENCES, AS WELL AS THE STATE, LOCAL
AND FOREIGN INCOME TAX CONSEQUENCES, OF PARTICIPATION IN THE PLAN.
FEDERAL INCOME TAX CONSEQUENCES
DIVIDEND INCOME. Reinvested dividends are treated for federal income tax
purposes in the same manner as if the participant had received the dividends in
cash on the applicable dividend payment date.
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<PAGE>
COST BASIS OF SHARES. For federal income tax purposes, the cost basis of
shares purchased with reinvested dividends or optional cash investments is the
purchase price of the shares.
GAINS AND LOSSES FROM THE SALE OF SHARES. Participants do not realize any
taxable income from the issuance of certificates representing Plan shares.
Participants may realize gain or loss, however, at the time the shares are sold
by the Independent Agent or by the participants after withdrawal of the shares
from the Plan. The amount of realized gain or loss, if any, is based on the
difference between the amount the participant receives for the shares and the
cost basis of the shares.
IRS REPORTS. The Plan Administrator reports dividend income to participants
and the IRS on Form 1099-DIV. The Plan Administrator reports the proceeds from
the sale of Plan shares to the selling participants and the IRS on Form 1099-B.
DIVIDENDS SUBJECT TO WITHHOLDING
A participant's dividends are subject to federal withholding if the
participant fails to provide a taxpayer identification number to the Plan
Administrator. Dividends of participants residing in certain foreign countries
may also be subject to federal withholding. In any case in which federal income
taxes are required to be withheld, the Plan Administrator reinvests an amount
equal to the dividends less the amount of tax withheld. For IRS reporting
purposes, the amount of the dividend withheld is included in the dividend
income.
USE OF PROCEEDS
The proceeds from the sales of treasury or new issue Common Stock pursuant
to the Plan, if any, would be used for general corporate purposes. Merck has no
basis for estimating either the number of shares of Common Stock that will
ultimately be sold pursuant to the Plan or the prices at which such shares will
be sold. Merck expects that generally all Plan purchases and sales will be
effected in open market transactions.
EXPERTS
The consolidated financial statements of Merck and subsidiaries as of
December 31, 1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997, incorporated by reference herein, have been
incorporated herein in reliance upon the report of Arthur Andersen, LLP,
independent public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
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<PAGE>
SUMMARY OF PLAN SERVICE FEES
<TABLE>
<S> <C>
Account Set-up .......................................... $5
One-time charge for non-stockholders
Optional Cash Investments by check or
money order ............................................ $5
Fee is assessed on each investment mailed to
the administrator -- if multiple investments are
made for one investment date, a $5 fee will be
charged for each optional cash investment
processed for that investment date.
Optional Cash Investments by electronic funds
transfer ............................................... $2
Dividend Reinvestment (per dividend reinvested) ......... 4% of the dividend to be reinvested
The fee is deducted from the dividend amount. or $2, whichever is smaller
Sales (full or partial) ................................. $5
Fee is assessed for each sale request -- the
sale fee and brokerage commissions are
deducted from the sale proceeds.
Brokerage Commissions ................................... $.01 per share purchased or sold
Brokerage commissions apply to all share
purchases and sales, including dividend
reinvestment.
Copies of Prior Year Account Statements ................. ***At its discretion, Merck may charge
a fee for researching information
that is more than one year old.
</TABLE>
The following services are provided at no cost to the participant:
* Certificate withdrawal requests
* Safekeeping of plan shares
* Full or partial transfer of plan shares
* Copies of account statements for the current year
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<PAGE>
TABLE OF CONTENTS
Available Information ....................... 2
Incorporation of Certain Documents by
Reference ................................ 2
Merck ....................................... 3
Description of the Plan ..................... 4
Purposes ................................. 4
Commencement ............................. 4
Features ................................. 4
Considerations ........................... 5
Administration ........................... 5
Forms .................................... 6
Eligibility .............................. 6
Enrollment and Participation ............. 7
Investments ................................. 7
Brokerage Commissions, Service Fees,
and Other Costs ......................... 10
Account Statements ....................... 10
Share Certificates ....................... 10
Share Safekeeping ........................ 11
Share Transfers Within Plan .............. 11
Sale of Shares ........................... 11
Termination .............................. 12
Other Information ........................ 12
Federal Income Tax Information .............. 13
Federal Income Tax Consequences .......... 13
Dividends Subject to Withholding ......... 14
Use of Proceeds ............................. 14
Experts ..................................... 14
Summary of Plan Services Fees ............... 15
--------------------------------------
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF MERCK & CO., INC. ("MERCK") SINCE THE DATE HEREOF. NO DEALER, BROKER,
SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFERING CONTAINED IN THIS PROSPECTUS, AND
INFORMATION OR REPRESENTATIONS NOT HEREIN CONTAINED, IF GIVEN OR MADE, MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY MERCK. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.
PROSPECTUS
[LOGO] MERCK
STOCK INVESTMENT PLAN
