SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission file number
December 31, 1994 1-1225
----------------- ----------------------
AMERICAN HOME PRODUCTS CORPORATION
----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-2526821
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Five Giralda Farms, Madison, NJ 07940-0874
- ------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 660-5000
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange On
Title of Each Class Which Registered
------------------- -------------------------
$2 Convertible Preferred
Stock, $2.50 par value New York Stock Exchange
Common Stock, $.33 - 1/3 par value New York Stock Exchange
6 - 7/8% Notes due April 15, 1997 New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
---------- ----------
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
X
-----------
State the aggregate market value of the voting stock held by
nonaffiliates of the registrant. (The aggregate market value
shall be computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock,
as of a specified date within 60 days prior to the date of
filing).
Aggregate market value at March 1, 1995 - $21,989,327,384
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date (applicable
only to corporate registrants).
Outstanding at
March 1, 1995
Common Stock, $.33 - 1/3 par value 306,679,958
Documents incorporated by reference: list hereunder the following
documents if incorporated by reference and the part of the Form 10-K
into which the document is incorporated: (1) any annual report to
security holders; (2) any proxy or information statements; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) under the Securities
Act of 1933 (the listed documents should be clearly described for
identification purposes).
(1) 1994 Annual Report to Shareholders - In Parts I, II and IV
(2) Proxy Statement filed March 21, 1995 - In Parts III and IV
PART I
ITEM 1. DESCRIPTION OF BUSINESS
-----------------------
General
-------
American Home Products Corporation (the "Company"), a
Delaware corporation organized in 1926, is engaged in the
discovery, development, manufacture, distribution and sale of
a diversified line of products in three business segments:
health care products, agricultural products and food
products. Health care products include branded and generic
ethical pharmaceuticals, biologicals, nutritionals, consumer
health care products, medical supplies and diagnostic
products, animal biologicals and pharmaceuticals and feed
additives. The Company holds majority interests in Genetics
Institute, Inc. and Immunex Corporation, each a significant
biopharmaceutical company whose stock is publicly traded.
Agricultural products include crop protection and pest
control products such as herbicides, fungicides, insecticides
and plant growth regulators. Food products include entrees,
side dishes, spreadable fruit products, snacks and other food
products.
In late 1994, the Company acquired all of the outstanding
common stock of American Cyanamid Company ("Cyanamid"). The
aggregate purchase price to acquire all of Cyanamid including
related fees and expenses was approximately $9.6 billion.
The acquisition was financed through the sale by the Company
and certain of its subsidiaries of privately placed short-
term notes and with the Company's general corporate funds.
Additional information relating to the Cyanamid acquisition
and certain other acquisitions and divestitures is set forth
in Notes 1 and 2 of the Notes to Consolidated Financial
Statements and in the Management's Discussion and Analysis of
Financial Condition and Results of Operations in the
Company's 1994 Annual Report to Shareholders, and is
incorporated herein by reference.
Unless stated to the contrary, or unless the context
otherwise requires, references to the Company in this report
include American Home Products Corporation, its divisions and
subsidiaries.
Industry Segments
-----------------
Financial information, by geographic location and by the
industry segments of the Company, for the three years ended
December 31, 1994 is set forth on page 56 of the Company's
1994 Annual Report to Shareholders and is incorporated herein
by reference.
The Company is not dependent on any single or major group of
customers for its sales. The Company currently manufactures,
distributes and sells a diversified line of products in three
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business segments. The product designations appearing in
differentiated type herein are trademarks.
1. HEALTH CARE PRODUCTS -
Pharmaceuticals - This sector includes a wide variety of
ethical pharmaceuticals and biological products for human and
veterinary use which are promoted and sold worldwide
primarily to wholesalers, pharmacies, hospitals and doctors.
Some of these sales are made through large buying groups
representing certain of these customers. Principal product
categories for human use include female health care, infant
nutritional, cardiovascular, mental health, anti-
inflammatory, anti-infective, anti-cancer, analgesic and
vaccine products, as well as generics. Principal veterinary
product categories include vaccine products, antibiotics,
analgesics and feed additives. The Company manufactures
these products in the United States and Puerto Rico, and in
21 foreign countries.
Except for the female health care category, no single
category of products accounted for more than 10% of Health
Care Products segment sales in 1994. Within the female
health care category, sales of PREMARIN exceeded 10% of
Health Care Products segment sales in 1994. The operating
income from the female health care category in the aggregate,
and PREMARIN individually, did not exceed 10% of total sales
but did account for more than 10% of the Company's
consolidated operating income before and after taxes.
Consumer health care - The Company's over-the-counter health
care products include analgesics, cough/cold/allergy
remedies, hemorrhoidal and asthma relief items, vitamins and
in-home diagnostic test products. These products are
generally sold to wholesalers and retailers, and are
primarily promoted to consumers through advertising. These
products are manufactured in the United States and Puerto
Rico and in 17 foreign countries.
No single consumer health care product or line of products
accounted for more than 10% of Health Care Products segment
sales in 1994.
Medical supplies and diagnostic products - Principal products
in this segment include needles and syringes, catheters,
tympanic thermometers, wound closure products, ophthalmic
products, exercise equipment, arthroscopic instruments,
diagnostic instrumentation, disposable laparoscopic and
endoscopic surgical instruments and other hospital products
which are promoted and sold principally to doctors,
hospitals, other health care institutions and wholesalers.
Buying groups also represent certain of these customers. In
addition to the United States and Puerto Rico, these products
are manufactured in 11 foreign countries.
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No single product or line of products in this sector
accounted for more than 10% of Health Care Products segment
sales in 1994.
Further information regarding the principal products in the
Health Care Products segment and the principal markets served
therein is included in the text on pages 10 through 33 and
pages 39 and 40 of the Company's 1994 Annual Report to
Shareholders, which pages are incorporated herein by
reference.
2. AGRICULTURAL PRODUCTS -
This segment is new in 1994 and results from the Cyanamid
acquisition. Agricultural products include herbicides,
insecticides and fungicides which are promoted to consumers
through advertising and generally sold directly to
wholesalers and retailers. In addition to the United States,
these products are manufactured in nine foreign countries.
Further information regarding the principal products in the
Agricultural Products segment and the principal markets
served therein is included on pages 12, 13, 37 and 38 of the
Company's 1994 Annual Report to Shareholders, which pages are
incorporated herein by reference.
3. FOOD PRODUCTS -
Products in this segment include prepared pastas and
specialty food, condiments, snack products and jams, which
are promoted to consumers through advertising and generally
sold directly to wholesalers and retailers.
Product line sales in 1994 under the CHEF BOYARDEE trademark
exceeded 10% of Food Products segment sales but did not
exceed 10% of total consolidated sales.
Further information regarding the principal products in the
Food Products segment and the principal markets served
therein is included on pages 12, 13 and 35 of the Company's
1994 Annual Report to Shareholders, which pages are
incorporated herein by reference.
Sources and Availability of Raw Materials
-----------------------------------------
Generally, raw materials and packaging supplies are purchased
in the open market from various outside vendors. The loss of
any one source of supply would not have a material adverse
effect on the Company's financial position or results of
operations.
Patents and Trademarks
----------------------
The Company owns, has applications pending for, and is
licensed under many patents relating to a wide variety of
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products. The Company believes that its patents and licenses
are important to its business, but no one patent or license
(or group of related patents or licenses) currently is of
material importance in relation to its business as a whole.
In the pharmaceuticals area, substantially all of the
Company's major products are no longer patent protected. The
oral contraceptive brand TRIPHASIL lost its patent protection
in the United States in May 1993. SECTRAL and CORDARONE also
lost patent protection in the United States in May 1993. The
non-steroidal anti-inflammatory ("NSAID") LODINE remains
under patent protection in the United States until early
1997. Other prescription products, such as the
cardiovasculars INDERAL LA and INDERIDE LA remain patent
protected until early 1996. EFFEXOR, a recently approved
antidepressant, will have patent protection into 2007.
PIPRACIL, a broad spectrum, semi-synthetic penicillin,
remains protected by a patent for the product until 1995.
TETRAMUNE, a combination vaccine, will have patent protection
until 2007. SUPRAX, a third-generation cephalosporin
antibiotic, remains under patent protection until 2002.
VERELAN, a calcium channel blocker, will have patent
protection until 2006.
Sales in the consumer health care and medical supplies and
diagnostic products businesses are largely supported by the
Company's trademarks and brand names, as are food product
sales. These trademarks and brand names are a significant
part of the Company's business and have a perpetual life as
long as they remain in use. For a discussion of generic and
store brands competition in the consumer health care
business, see "Competition," below.
In the Agricultural Products segment, the imidazolinone
herbicide products, SCEPTER and PURSUIT, will have patent
protection until at least 2006.
Seasonality
-----------
Sales in the Agricultural Products segment are seasonal and
tend to be heavily concentrated in the first six months of
each year. Sales of consumer health care products are
affected by seasonal demand for cold/flu products and, as a
result, second quarter results for consumer health care
products tend to be lower than results in other quarters.
Competition
-----------
HEALTH CARE PRODUCTS-
Each of the industry segments in which the Company is engaged
is highly competitive. Within the ethical pharmaceutical
business, the Company has at least 30 major multi-national
competitors and numerous other smaller domestic and foreign
competitors. Based on net sales, the Company believes it
ranks within the top 10% of major competitors within this
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category. The consumer health care business also has
numerous competitors, of which approximately 20 represent
major competitors. Within this business, the Company
believes it ranks within the top 10%, based on net sales.
The Company's competitive position is affected by several
factors including resources available to develop, enhance and
promote products, customer acceptance, product quality,
patent protection, development of alternative therapies by
competitors, governmental reforms on pricing and generic
substitutes. For prescription products, the growth of
generic substitutes is further promoted by legislation,
regulation and various incentives enacted and promulgated in
both the public and private sectors. The growth of managed
care organizations, such as health maintenance organizations
("HMOs") and pharmaceutical benefit management companies, has
resulted in further competitive pressures on health care
products. Other significant competitive factors in the
Health Care Products segment are scientific and technological
advances, product quality, price and effective communication
of product information to physicians, pharmacists, hospitals
and trade customers.
While naturally-sourced PREMARIN no longer has patent
protection, it is not presently subject to generic
competition in the United States. In 1994, a generic drug
company announced it had filed an Abbreviated New Drug
Application with the U.S. Food and Drug Administration
("FDA") for one strength of conjugated estrogens tablet. The
Company cannot predict the timing of FDA action on this
application. While the introduction of generic competition
ordinarily is expected to significantly impact the market for
a brand name product, the extent of such impact on PREMARIN
and related products cannot be predicted with certainty due
to a number of factors, including the nature of the product
and the introduction of new combination estrogen and
progestin products in the PREMARIN family.
U.S. health care costs will continue to be a subject of
debate in 1995. Similarly, in international markets, health
care spending is subject to increasing governmental scrutiny,
much of which is focused on pharmaceutical prices. While the
Company cannot predict the impact proposed health care
legislation will have on the Company's worldwide results of
operations, the Company believes that the pharmaceutical
industry will continue to play a very positive role in
helping to contain global health care costs through the
development of innovative products. However, it is expected
that global market forces will continue to constrain price
growth throughout 1995 and beyond.
The growth of consumer health care generic and store brands
continued to impact some of the Company's branded product
line categories in 1994. Competition is also severe for the
medical supplies and diagnostics business, particularly in
the needle and syringe product line.
I-5
AGRICULTURAL PRODUCTS -
The Agricultural Products business has over 40 domestic and
foreign competitors of which the Company's Agricultual
Products segment ranks in the top 30%, based on net sales.
Among these companies, the top ten competitors are multi-
national, representing over 75% of the sales in the
agrochemical market. Competitive factors include product
efficacy, distribution channels and resource availability for
development of new products and improvement of existing ones.
There can also be generic pressure when products are no
longer patent protected, although it is estimated that
approximately 35% of products in the market are generic.
FOOD PRODUCTS-
In the Food Products segment, product quality, price and
relevance to contemporary family needs are important
competitive factors.
In all business segments, advertising and promotional
expenditures are significant costs to the Company and are
necessary to effectively communicate information concerning
the Company's products to health professionals, to the trade
and to consumers.
Research and Development
------------------------
Worldwide research and development activities are focused on
developing and bringing to market new drugs to treat and/or
prevent some of the most serious health care problems.
Research and development expenditures totaled $817,090,000 in
1994, $662,689,000 in 1993 and $552,450,000 in 1992, with
approximately 85% of these expenditures in the ethical
pharmaceutical area. The Company received FDA approval in
1994 for PREMPRO and PREMPHASE.
The Company currently has four New Drug Applications and
three Supplemental Drug Applications filed with the FDA for
review and 48 active Investigational New Drug Applications
pending, of which 21 pertain to Cyanamid. During 1994,
several major collaborative research and development
arrangements continued with other pharmaceutical and
biotechnology companies. Research and development projects
continued at Genetics Institute, Inc., Immunex Corporation
and at the Company's other health care operations. It is not
anticipated, however, that the products developed as a result
of these activities will contribute significantly to revenues
or operating profits in the near future. The extent, if any,
of subsequent contributions cannot presently be predicted.
Additionally, the agricultural products business has three
products awaiting approval by the United States Environmental
Protection Agency ("EPA").
I-6
Regulation
----------
The Company's various health care, food and agricultural
products are subject to regulation by government agencies
throughout the world. The primary emphasis of these
requirements is to assure the safety and effectiveness of the
Company's products. In the United States, the FDA, under the
Federal Food, Drug and Cosmetic Act (the "Act"), including
several recent amendments to the Act, regulates many of the
Company's health care and food products, including human and
animal pharmaceuticals, vaccines, consumer health care
products, medical supplies and diagnostic products and food
products. FDA's powers include the imposition of criminal
and civil sanctions against companies, including seizures of
regulated products and criminal sanctions against
individuals. To facilitate compliance, the Company from time
to time may institute voluntary compliance actions such as
product recalls when it believes it is appropriate to do so.
In addition, many states have similar regulatory
requirements. Most of the Company's pharmaceutical products,
and an increasing number of its consumer health care
products, are regulated under the FDA's new drug approval
processes, which mandate pre-market approval of all new
drugs. Such processes require extensive time, testing and
documentation for approval, resulting in significant costs of
new product introductions. The FDA has exercised its
enforcement powers more aggressively in recent years,
increasing both the number and intensity of its factory
inspections. The Company's pharmaceutical business is also
affected by the Controlled Substances Act, administered by
the Drug Enforcement Administration, which regulates strictly
all narcotic and habit-forming drug substances. The Company
devotes significant resources to dealing with the extensive
federal and state regulatory requirements applicable to its
products.
Federal law also requires drug manufacturers to pay rebates
to state Medicaid programs in order for their products to be
eligible for federal matching funds under the Social Security
Act. Additionally, a number of states are, or may be,
pursuing similar initiatives for rebates to Pharmaceutical
Assistance to the Elderly programs and other strategies, to
contain the cost of pharmaceutical products. The federal
Vaccine for Children Entitlement program enables states to
purchase vaccines at federal vaccine prices and limits
federal vaccine price increases to the increase in the
consumer price index. Federal and state rebate programs as
well as infant nutritional products rebates under the
federally sponsored Women, Infants and Children program are
expected to continue.
As a result of governmental investigations relating to CYGRO
coccidiostat combinations, FDA review of Cyanamid's animal
health products has been subject to the FDA's Application
Integrity Policy and, as a result, the FDA has generally
refused to review any of Cyanamid's new animal drug
I-7
applications. Cyanamid has implemented procedures designed
to remove itself from the Application Integrity Policy, and
the FDA is presently evaluating these procedures. Cyanamid's
human pharmaceutical and vaccine businesses have not been
affected by this matter. The FDA is continuing to consider
possible restriction on the use of sulfamethazine additives
(which are sold by Cyanamid in combination with penicillin
and tetracycline additives) in animal feed.
The manufacture and sale of pesticides are regulated by the
EPA. No new pesticide, and no existing pesticide for a new
use, may be manufactured, processed or used without prior
notice to the EPA. Outside the United States, agricultural
chemicals are regulated by various agencies, often by
standards which differ from those in the United States.
Environmental
-------------
Certain of the Company's operations are affected by a variety
of federal, state and local environmental protection laws and
regulations and the Company has, in a number of instances,
been notified of its potential responsibility relating to the
generation, storage, treatment and disposal of hazardous
waste. In addition, the Company has been advised that it may
be a responsible party in several sites on the National
Priority List created by the Comprehensive Environmental
Response, Compensation, and Liability Act ("CERCLA"). (See
Item 3. Legal Proceedings.) In connection with the spin-off
in 1993 by Cyanamid of Cytec Industries Inc. ("Cytec"),
Cyanamid's former chemicals business, Cytec assumed the
environmental liabilities relating to the chemicals
businesses, except for the former chemical business site at
Bound Brook, New Jersey. This assumption is not binding on
third parties, and if Cytec were unable to satisfy these
liabilities, they would, in the absence of other
circumstances, be enforceable against Cyanamid.
It is the Company's policy to accrue environmental cleanup
costs if it is probable that a liability has been incurred
and an amount is reasonably estimated. For further
information on environmental matters, see Note 6 of the Notes
to Consolidated Financial Statements which is incorporated
herein by reference.
Employees
---------
At the end of 1994, the Company had 74,009 employees world-
wide, with 39,177 employed in the United States including
Puerto Rico. Approximately 33% of worldwide employees are
represented by various collective bargaining groups.
Relations with organized labor remain harmonious and
responsible.
I-8
Financial Information about the Company's Foreign and
-----------------------------------------------------
Domestic Operations
-------------------
Financial information about foreign and domestic operations
for the three years ended December 31, 1994, as set forth on
page 56 of the Company's 1994 Annual Report to Shareholders,
is incorporated herein by reference.
ITEM 2. PROPERTIES
----------
The Company's executive offices and the headquarters for its
domestic consumer health care and food products businesses
are located in Madison, New Jersey. The Company's domestic
and international pharmaceutical operations and its
international consumer health care business are headquartered
in three executive/administrative buildings in Radnor and St.
Davids, Pennsylvania. Sherwood, one of the Company's
principal medical supplies and diagnostic operations,
maintains its headquarters in St. Louis, Missouri. The
agricultural products business maintains its headquarters in
Wayne, New Jersey. The Company's foreign subsidiaries and
affiliates, which generally own their properties, have
manufacturing facilities in 21 countries outside the United
States. The following are the principal manufacturing plants
(M) and research laboratories (R) of the Company's operating
units:
INDUSTRY SEGMENT
Health Care Products:
Andover, Massachusetts (M,R)
Askeaton, Ireland (M)
Baie d'Urfe, Canada (M)
Canlubang, Philippines (M)
Catania, Italy (M,R)
Deland, Florida (M)
Fort Dodge, Iowa (M,R)
Georgia, Vermont (M)
Gosport, United Kingdom (M,R)
Guayama, Puerto Rico (M)
Havant, United Kingdom (M)
Malvern, Pennsylvania (M)
Marietta, Pennsylvania (M,R)
Mason, Michigan (M)
Monmouth Junction, New Jersey (R)
Montreal, Canada (M,R) - 2 sites
Newbridge, Ireland (M)
Pearl River, New York (M,R)
Radnor, Pennsylvania (R)
Richmond, Virginia (M)
Rouses Point, New York (M,R)
Sanford, North Carolina (M,R)
West Chester, Pennsylvania (M)
I-9
Food Products:
Milton, Pennsylvania (M,R)
Vacaville, California (M,R)
Agricultural Products:
Catania, Italy (M,R)
Genay, France (M)
Gravelines, France (M)
Hannibal, Missouri (M)
Pearl River, New York (M,R)
Princeton, New Jersey (R)
Resende, Brazil (M,R)
All of the above properties are owned except the land
and a 757,000 sq. ft. facility in Guayama, Puerto Rico, which
are under a lease expiring in 2007 with options for renewal
and purchase. The Company also owns or leases a number of
other smaller properties in the United States which are used
for manufacturing, warehousing and office space.
ITEM 3. LEGAL PROCEEDINGS
-----------------
The Company and its subsidiaries are parties to numerous
lawsuits and claims arising out of the conduct of its
business, including product liability and other tort claims.
Included among these cases are lawsuits arising out of the
use of the Company's DTP and polio vaccines and its
agricultural products.
There are approximately 532 cases pending, predominantly in
the United Kingdom, based primarily on alleged dependence on
the tranquilizer ATIVAN. Substantially all of the cases in
the United Kingdom have been supported by governmental legal
aid funding. During 1994, the Legal Aid Board in England,
where more than 1,100 cases had been pending, discontinued
funding for the litigation and, as a result, only 39 cases
remain pending in that jurisdiction. The Northern Ireland
Legal Aid Board has also discontinued the funding of the
litigation in that jurisdiction. In Scotland, where 287
cases remain, the issue of continued funding is also being
considered by the Scottish Legal Aid Board.
The Company had been served with more than 160 lawsuits in
federal and state courts in 32 states and the District of
Columbia alleging injuries as a result of use of the NORPLANT
SYSTEM, the Company's implantable contraceptive containing
levonorgestrel. Forty-five of the cases have been filed as
class actions and the remainder are proceeding as individual
suits. In June 1994, a class of women who have had removal
difficulties, scarring and related injuries allegedly as a
result of the NORPLANT SYSTEM was certified. Doe v. Wyeth-
------------
Ayerst Laboratories (Cir. Ct. Ill., Cook Cty. 1993).
-------------------
Plaintiffs later amended the suit to allege a variety of
other injuries and increase the amount of damages demanded.
The Company is contesting the certification of the class. On
December 6, 1994, the Judicial Panel on Multi-District
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Litigation ordered that all NORPLANT SYSTEM lawsuits filed in
federal court be consolidated in the United States District
Court for the Eastern District of Texas in Beaumont.
In 1986, due to the lack of availability of traditional
insurance coverage, the Company began to completely self-
insure against product liability risk. In 1988, the Company
obtained liability coverage in excess of certain self-
insurance limits from various carriers; however, coverage
remains substantially below pre-1986 levels.
On March 7, 1994, an action was brought against the Company
by Johnson & Johnson ("J&J") and Ortho Pharmaceutical
--------------------------------------------------
Corporation ("Ortho") seeking at least $160 million in
--------------------
damages alleged to have arisen from a purportedly improper
preliminary injunction. The preliminary injunction, which
was granted in a patent infringement lawsuit brought by the
Company, had prevented J&J and Ortho from marketing an oral
contraceptive containing norgestimate for approximately 10
months until it was overturned by the Court of Appeals for
the Federal Circuit in a two-to-one decision. In the
district court in the underlying action, the jury found
against the Company on its claim of infringement and the
Company has appealed the jury verdict. The jury also
rejected J&J's unfair competition claim for damages relating
to the purportedly improper preliminary injunction. J&J has
not appealed the denial of its unfair competition claim.
On October 14, 1993, Rite Aid Corporation, Revco D.S. Inc.
and other retail drug chains and retail pharmacies filed an
action in U.S. District Court (M.D. Pa.) against the Company,
other pharmaceutical manufacturers and a pharmacy benefit
management company alleging that the Company and other
defendants provided discriminatory price and promotional
allowances to managed care organizations and others in
violation of the Robinson-Patman Act. The complaint further
alleges collusive conduct among the defendants related to the
alleged discriminatory pricing in violation of the Sherman
Antitrust Act as well as certain other violations of common
law principles of unfair competition. Subsequently, numerous
other cases, many of which are purported class actions
brought on behalf of retail pharmacies and retail drug and
grocery chains were filed in various federal courts against
the Company as well as other pharmaceutical manufacturers and
wholesalers. These cases make one or more similar
allegations of violations of federal or state antitrust or
unfair competition laws. In addition, a mail order pharmacy
plaintiff alleges that it was forced out of business and
certain plaintiffs also allege that the defendants' patents
covering brand name prescription drugs give the defendants
power to enter into exclusionary arrangements with certain
managed care customers and seek compulsory patent licenses.
All of the federal actions have been or are expected to be
consolidated for pretrial purposes. Brand Name Prescription
Drug Antitrust Litigation -----------------------
-------------------------
(MDL 997 M.D. Pa.). The above actions, which currently
involve more than 3,000 individual
I-11
pharmacy plaintiffs, seek treble damages in unspecified
amounts and injunctive and other relief. In addition,
similar litigation has been brought in various state courts,
including purported class actions in Alabama, Wisconsin,
Washington, Minnesota and California where six such actions
have been consolidated.
The Company has been involved in various antitrust suits and
government investigations relating to its marketing and sale
of infant formula. The antitrust lawsuits, which were
commenced in various federal and state courts, allege in
general that the Company conspired with one or more of its
competitors to fix prices of infant formula and to monopolize
the market for infant formula products. As previously
disclosed, the Company has settled most of the cases as well
as a Federal Trade Commission proceeding. The Company is
currently a defendant in litigation brought in federal court
by the State of Louisiana and in purported class actions in
Alabama and Texas (under the Texas Deceptive Trade Practices
Act) state courts on behalf of indirect purchasers of infant
formula in those states. The Company is also a defendant in
a purported class action brought under Massachusetts state
law on behalf of indirect purchasers of infant formula in
Massachusetts. The government agencies that have been
conducting investigations of pricing and marketing practices
in the infant formula industry include three state attorneys
general. The Company has been advised that two other state
attorneys general have terminated their investigations of the
Company without any action. In addition, the Canadian Bureau
of Competition Policy is conducting civil and criminal
inquiries into infant formula pricing and marketing practices
in Canada.
The Federal Trade Commission ("FTC") and the state of Florida
have subpoenaed information concerning a marketing program
for certain crop protection products. The FTC has also
subpoenaed information concerning Cyanamid's opposition to a
petition by another company to the FDA to reclassify sutures
and a patent infringement lawsuit against that company.
An FTC consent order entered into by the Company in
connection with the acquisition of Cyanamid requires the
Company to divest the Wyeth-Ayerst tetanus and diphtheria
vaccines businesses and Lederle's rotavirus research program.
The order also requires prior FTC approval of certain
acquisitions involving tetanus, diphtheria and rotavirus
vaccines and imposes certain reporting obligations.
As discussed in Item I, the Company is a party to, or
otherwise involved in, legal proceedings under CERCLA and
similar state laws, directed at the cleanup of 63 Superfund
sites, including the Cyanamid-owned Bound Brook site. The
Company's potential liability varies greatly from site to
site. For some sites, the potential liability is de minimis
and, for others, the final costs of cleanup have not yet been
determined. As assessments and cleanups proceed, these
I-12
liabilities are reviewed periodically and adjusted as
additional information becomes available. Environmental
liabilities are inherently unpredictable. The liabilities
can change substantially due to such factors as additional
information on the nature or extent of contamination, methods
of remediation required, and other actions by governmental
agencies or private parties. The 63 Superfund sites exclude
sites for which Cytec assumed full liability and agreed to
indemnify Cyanamid but include certain sites for which there
is shared responsibility between Cyanamid and Cytec. The
Company has no reason to believe that it has any practical
exposure to any of the liabilities against which Cytec has
agreed to assume and indemnify Cyanamid.
During 1992, the EPA filed an action against Ekco Housewares
("EKCO"), a former subsidiary of the Company, in the U.S.
District Court for the Northern District of Ohio alleging
violation of federal and state financial assurance
regulations in connection with the required closure of a
lagoon at Ekco's Massillon, Ohio facility. The Company
assumed the defense of the action pursuant to an
indemnification agreement. In January 1994, the court
entered judgment against EKCO in the amount of $4,606,000,
concluding that Ekco had violated regulations governing the
posting of financial assurance for closure, post-closure and
liability coverage. An appeal has been filed, with judgment
stayed during the pendency of the appeal.
For information concerning certain litigation involving
Genetics Institute, Inc., see Part I, Item 3 of Genetics
Institute, Inc., Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, which Item is incorporated
herein by reference.
For information concerning certain litigation involving
Immunex Corporation, see Part I, Item 3 of Immunex
Corporation, Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, which Item is incorporated herein by
reference.
In the opinion of the Company, although the outcome of any
litigation cannot be predicted with certainty, the ultimate
liability of the Company in connection with pending
litigation and other matters described above will not have a
material adverse effect on the Company's consolidated
financial position but could be material to the results of
operation in any one accounting period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
I-13
EXECUTIVE OFFICERS OF THE REGISTRANT AS OF March 27, 1995
- ---------------------------------------------------------
Each officer is elected to hold office until his successor is chosen
or until his earlier removal or resignation. None of the executive
officers is related to another:
Elected to
Name Age Offices and Positions Office
---- --- --------------------- ------
John R. Stafford 57 Chairman of the Board, December 1986
President and Chief Executive
Officer, Chairman of Executive,
Nominating, Finance and
Operations Committees
Business Experience: 1990 to date, Chairman
of the Board, President
and Chief Executive
Officer (President to May
1990 and from February 1994)
Robert G. Blount 56 Executive Vice President, August 1987
Director, Member of Executive,
Finance and Operations
Committees
Business Experience: 1990 to date, Executive Vice
President
Stanley F. Barshay 55 Senior Vice President August 1987
Member of Finance and Oper-
ations Committees
Business Experience: 1990 to date, Senior
Vice President
Joseph J. Carr 52 Senior Vice President May 1993
Member of Finance and Oper-
ations Committees
Business Experience: To April 1991, Vice President
April 1991 to May 1993, Group
Vice President
May 1993 to date, Senior Vice
President
I-14
Elected to
Name Age Offices and Positions Office
---- --- --------------------- ------
Fred Hassan 49 Senior Vice President, May 1993
Director, Member of Finance
and Operations Committees
Business Experience: To March 1993,
President of Wyeth-Ayerst
Laboratories Division
March 1993 to May 1993,
Group Vice President,
May 1993 to date, Senior Vice
President
Louis L. Hoynes, Jr. 59 Senior Vice President and November 1990
General Counsel
Member of Finance and
Operations Committees
Business Experience: To November 1990, Partner,
Willkie Farr & Gallagher
November 1990 to date, Senior
Vice President and General
Counsel
John R. Considine 44 Vice President - Finance February 1992
Member of Finance and Oper-
ations Committees
Business Experience: To February 1992,
Vice President and Treasurer
February 1992 to date, Vice
President - Finance
E. Thomas Corcoran 47 Vice President, July 1993
Member of Finance and
Operations Committees
Business Experience: To July 1993, President,
Fort Dodge Laboratories
July 1993 to date, Vice
President
I-15
Elected to
Name Age Offices and Positions Office
---- --- --------------------- ------
Rene R. Lewin 48 Vice President, Member of May 1994
Finance Committee
Business Experience: To May 1994, Executive Director
Human Resources - Worldwide
Pharmaceutical Division,
Eli Lilly and Company
May 1994 to date, Vice
President - Human Resources
David Lilley 48 Vice President January 1995
Member of Finance and
Operations Committees
Business Experience: To September 1990, Managing Director,
Cyanamid Great Britain Ltd.
September 1990 to November 1991,
Vice President, Cyanamid
International Lederle Division
November 1991 to March 1992,
President, Cyanamid International
Chemicals Division
March 1992 to January 1995,
Group Vice President,
American Cyanamid Company
January 1995 to date - Vice
President
William J. Murray 49 Vice President January 1995
Member of Finance and
Operations Committees
Business Experience: To September 1992, President,
Agricultural Division,
American Cyanamid Company
September 1992 to January 1995,
Group Vice President,
American Cyanamid Company
January 1995 to date,
Vice President
Thomas M. Nee 55 Vice President - Taxes May 1986
Member of Finance Committee
Business Experience: 1990 to date, Vice President -
Taxes
I-16
PART II
-------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SHAREHOLDER MATTERS
----------------------------------------------------
The New York Stock Exchange is the principal market on which
the Company's common stock is traded. Tables showing the
high and low sales price for the stock, as reported in the
consolidated transaction reporting system, and the dividends
paid per common share for each quarterly period during the
past two years, as shown on page 58 of the Company's 1994
Annual Report to Shareholders, are incorporated herein by
reference.
There were 70,371 holders of record of the Company's common
stock as of March 1, 1995.
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
The data with respect to the last five fiscal years,
appearing in the Ten-Year Selected Financial Data presented
on pages 42 and 43 of the Company's 1994 Annual Report to
Shareholders, are incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
-------------------------------------------------
Management's Discussion and Analysis of Financial Condition
and Results of Operations, appearing on pages 59 through 62
of the Company's 1994 Annual Report to Shareholders, is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The Consolidated Financial Statements and Notes on pages 44
through 56 of the Company's 1994 Annual Report to Share-
holders, the Report of Independent Public Accountants and the
Management Report on Financial Statements on page 57, and
Quarterly Financial Data on page 58, are incorporated herein
by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
-----------------------------------------------------------
None.
II-1
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
(a) Information relating to the Company's directors is
incorporated herein by reference to pages 3 through 6 of a
definitive proxy statement filed with the Securities and
Exchange Commission on March 21, 1995 ("the 1995 Proxy
Statement").
(b) Information relating to the Company's executive officers
as of March 27, 1995 is furnished in Part I hereof under a
separate unnumbered caption ("Executive Officers of the
Registrant").
ITEM 11. EXECUTIVE COMPENSATION
----------------------
Information relating to executive compensation is in-
corporated herein by reference to pages 11 through 17
of the 1995 Proxy Statement. Information with respect
to compensation of directors is incorporated herein by
reference to pages 7 and 8 of that proxy statement.
Information relating to the Compensation Committee Interlocks
and Insider Participation is incorporated by reference to
pages 24 and 25 of the 1995 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
---------------------------------------------------
Information relating to security ownership is incorporated by
reference to pages 8 through 10 of the 1995 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
None.
III-1
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
---------------------------------------------------
(a) 1. Financial Statements
--------------------
The following Consolidated Financial Statements, related
Notes and Report of Independent Public Accountants, included
on pages 44 through 57 of the Company's 1994 Annual Report to
Shareholders, are incorporated herein by reference.
Pages
-----
Consolidated Balance Sheets as of
December 31, 1994 and 1993 44
Consolidated Statements of Income
for the years ended December 31,
1994, 1993 and 1992 45
Consolidated Statements of Retained
Earnings and Additional Paid-in
Capital for the years ended
December 31, 1994, 1993 and 1992 46
Consolidated Statements of Cash Flows
for the years ended December 31, 1994,
1993 and 1992 47
Notes to Consolidated Financial Statements 48-56
Report of Independent Public Accountants 57
(a) 2. Financial Statement Schedules
-----------------------------
The following consolidated financial information is included
in Part IV of this report:
Pages
-----
Report of Independent Public Accountants
on Supplemental Schedule IV-6
Schedule II - Valuation and Qualifying
Accounts for the years
ended December 31, 1994,
1993 and 1992 IV-7
Schedules other than listed above are omitted because they are not
applicable.
IV-1
(a) 3. Exhibits
--------
Exhibit No. Description
----------- -----------
(2.1) The Registrant's Statement on Schedule 14D-1 relating to
the Registrant's tender offer for all issued and
outstanding shares of American Cyanamid Company, filed on
August 10, 1994 (the "Schedule 14D-1"), and all exhibits
and amendments thereto are hereby incorporated herein by
reference.
(2.2) Agreement and Plan of Merger, dated August 17, 1994, as
amended, among American Home Products Corporation, AC
Acquisition Corp. and American Cyanamid Company, filed as
Exhibit (I) to the Report on Schedule 13D for Immunex
Corporation filed by the Registrant, dated December 1,
1994 for the event which occurred on November 21, 1994 is
hereby incorporated herein by reference.
(3.1) Restated Certificate of Incorporation, as amended to
date, is incorporated herein by reference to Exhibit
(3.1) of the Registrant's Form 10-K for the year ended
December 31, 1990.
(3.2) By-Laws, as amended to date, is incorporated herein by
reference to Exhibit (3.2) of the Registrant's Form 10-K
for the year ended December 31, 1992.
(4.1) Indenture, dated as of April 10, 1992, between AHPC and
Chemical Bank (as successor by merger to Manufacturers
Hanover Trust Company), as Trustee, is incorporated by
reference to Registrant's Form 8-A dated August 25, 1992.
(4.2) Supplemental Indenture, dated October 13, 1992, between
AHPC and Chemical Bank (as successor by merger to
Manufacturers Hanover Trust Company) as Trustee,
incorporated by reference to Registrant's Form 10-Q for
the quarter ended September 30, 1992.
(10.1) Credit Agreement, dated as of September 9, 1994, among
American Home Products Corporation, American Home Food
Products, Inc., Sherwood Medical Company, A.H. Robins
Company, Incorporated, the several banks and other
financial institutions from time to time parties thereto
and Chemical Bank, as agent for the lenders thereunder,
filed as Exhibit (11(b)(2)) in Amendment No. 7 to the
Schedule 14D-1 is hereby incorporated herein by
reference.
IV-2
ITEM 14. (Continued)
(a) 3. Exhibits
--------
Exhibit No. Description
----------- -----------
(10.2) Credit Agreement, dated as of September 9, 1994, among
American Home Products Corporation, American Home Food
Products, Inc., Sherwood Medical Company, A.H. Robins
Company, Incorporated, the several banks and other
financial institutions from time to time parties thereto
and Chemical Bank, as agent for the lenders thereunder,
filed as Exhibit (11(b)(3)) in Amendment No. 7 to the
Schedule 14D-1 is hereby incorporated herein by
reference.
(10.3) * 1978 Stock Option Plan, as amended to date, is
incorporated herein by reference to Exhibit (10.2) of the
Registrant's Form 10-K for the year ended December 31,
1990.
(10.4) * 1980 Stock Option Plan, as amended to date is
incorporated by reference to Exhibit (10.3) of the
Registrant's Form 10-K for the year ended December 31,
1991.
(10.5) * 1985 Stock Option Plan, as amended to date is
incorporated by reference to Exhibit (10.4) of the
Registrant's Form 10-K for the year ended December 31,
1991.
(10.6) * Management Incentive Plan, as amended to date, is
incorporated herein by reference to Exhibit (10.5) of the
Registrant's Form 10-K for the year ended December 31,
1990.
(10.7) * Supplemental Executive Retirement Plan is incorporated
herein by reference to Exhibit (10.6) of the Registrant's
Form 10-K for the year ended December 31, 1990.
(10.8) * 1990 Stock Incentive Plan is incorporated herein by
reference to Exhibit (28) of the Registrant's Form S-8
Registration Statement File No. 33-41434 under the
Securities and Exchange Act of 1933, filed June 28, 1991.
(10.9) * 1993 Stock Incentive Plan is incorporated herein by
reference to Exhibit (I) of the Registrant's Proxy
Statement filed March 17, 1994.
(10.10)* 1994 Restricted Stock Plan for Non-Employee Directors is
incorporated herein by reference to Exhibit II of the
Registrant's Proxy Statement filed March 17, 1994.
*Denotes management contract or compensatory plan or
arrangement required to be filed as an exhibit hereto.
IV-3
ITEM 14. (Continued)
(a) 3. Exhibits
--------
Exhibit No. Description
----------- -----------
(10.11)* Form of Deferred Compensation Agreement is herein
incorporated by reference to Exhibit (10.10) of the
Registrant's Form 10-K for the year ended December 31,
1993.
(10.12)* Form of American Home Products Corporation Restricted
Stock Performance Award Agreement under the 1993 Stock
Incentive Plan.
(10.13)* Form of Amendment to the American Home Products
Corporation Restricted Stock Performance Award Agreement
under the 1993 Stock Incentive Plan.
(10.14)* American Home Products Savings Plan, as amended, is
incorporated herein by reference to Exhibit 99 of the
Registrant's Form S-8 Registration Statement File No. 33-
50149 under the Securities and Exchange Act of 1933,
filed September 1, 1993.
(10.15)* American Home Products Corporation Retirement Plan for
Outside Directors, as amended on January 27, 1994 is
herein incorporated by reference to Exhibit (10.12) of
the Registrant's Form 10-K for the year ended December
31, 1993.
(10.16) Agreement and Plan of Merger dated as of September 19,
1991 among Genetics Institute, Inc. ("G.I."), Registrant,
AHP Biotech Holdings, Inc. and AHP Merger Subsidiary
Corporation, is incorporated herein by reference to
Exhibit (I) of Registrant's Schedule 13D dated January
24, 1992 filed with respect to the common stock of G.I.
("Schedule 13D").
(10.17) Depositary Agreement dated as of January 16, 1992 among
Registrant, AHP Biotech Holdings, Inc., G.I. and The
First National Bank of Boston, as Depositary, is
incorporated herein by reference to Exhibit (II) of the
Registrant's Schedule 13D.
(10.18) Governance Agreement dated as of January 16, 1992 among
Registrant, AHP Biotech Holdings, Inc. and G.I., is
incorporated herein by reference to Exhibit (III) of the
Registrant's Schedule 13D.
(11) Calculation of per share earnings as reported in Note 1
to Consolidated Financial Statements on page 49 of the
Company's 1994 Annual Report to Shareholders is
incorporated herein by reference.
(12) Computation of Ratio of Earnings to Fixed Charges.
IV-4
ITEM 14. (Continued)
(a) 3. Exhibits
--------
Exhibit No. Description
----------- -----------
(13) 1994 Annual Report to Shareholders. Such report, except
for those portions thereof which are expressly
incorporated by reference herein, is furnished solely for
the information of the Commission and is not to be deemed
"filed" as part of this filing.
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Public Accountants relating to
their report dated January 23, 1995, consenting to the
incorporation thereof in Registration Statements on Form
S-3 (File Nos. 33-45324 and 33-57339) and on Form S-8
(File Nos., 2-96127, 33-24068, 33-41434, 33-53733, 33-
55449, 33-45970, 33-14458, 33-50149 and 33-55456) by
reference to the Form 10-K of the Registrant filed for
the year ended December 31, 1994.
(27) Financial Data Schedule.
(99.1) The Part I, Item 3 Legal Proceedings (pages 26-28)
section of Genetics Institute Inc.'s Report on Form 10-K
for the fiscal year ended December 31, 1994, filed on
March 15, 1995, is incorporated herein by reference.
(99.2) The Part I, Item 3 Legal Proceedings (pages 18 and 19)
section of Immunex Corporation's Report on Form 10-K for
the fiscal year ended December 31, 1994, filed on March
16, 1995, is incorporated herein by reference.
(b) Reports on Form 8-K
-------------------
During the fourth quarter of the year ended December 31, 1994, the
following report on Form 8-K was filed:
The Report on Form 8-K, filed on December 6, 1994, reported under
Item 2 the completion of the tender offer for the common stock of
Cyanamid. In addition, under Item 7, the Report included certain
Financial Statements of Cyanamid, Unaudited Pro Forma Financial
Statements of the Registrant combined with Cyanamid, certain
exhibits relating to the acquisition of Cyanamid and a consent of
KPMG Peat Marwick LLP.
In addition, a Report on Form 8-K filed on August 17, 1994
reported under Items 5 and 7 the execution of the definitive
merger agreement between the Registrant, AC Acquisition Corp. and
Cyanamid and the issuance of a related press release.
IV-5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To American Home Products Corporation:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in American
Home Products Corporation's Annual Report to Shareholders incorporated
by reference in this Form 10-K, and have issued our report thereon dated
January 23, 1995. Our audit was made for the purpose of forming an
opinion on those statements taken as a whole. The schedule listed in
the accompanying index is the responsibility of the Company's management
and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial
statements. The schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
New York, New York
January 23, 1995
IV-6
SCHEDULE II
American Home Products Corporation and Subsidiaries
Schedule II -- Valuation and Qualifying Accounts
For the Years Ended December 31, 1994, 1993 and 1992
(Dollars in thousands)
Column A Column B Column C Column D Column E
Balance Balance
at at
Beginning Additions Deductions End of
Description of Period (B) (A) Period
----------- --------- --------- --------- -------
Year ended 12/31/94:
Allowance for doubtful
accounts $ 25,631 $ 58,752 $ 8,484 $ 75,899
Allowance for cash discounts 20,318 151,783 150,618 21,483
Allowance for deferred tax
assets 91,363 228,542 68,929 250,976
-------- -------- -------- --------
$137,312 $439,077 $228,031 $348,358
======== ======== ======== ========
Year ended 12/31/93:
Allowance for doubtful
accounts $ 23,702 $ 7,101 $ 5,172 $ 25,631
Allowance for cash discounts 15,203 148,013 142,898 20,318
Allowance for deferred tax
assets 101,324 -- 9,961 91,363
-------- -------- -------- --------
$140,229 $155,114 $158,031 $137,312
======== ======== ======== ========
Year ended 12/31/92:
Allowance for doubtful
accounts $ 25,865 $ 5,147 $ 7,310 $ 23,702
Allowance for cash discounts 11,554 132,227 128,578 15,203
Allowance for deferred tax
assets -- 101,324(C) -- 101,324
-------- -------- -------- --------
$ 37,419 $238,698 $135,888 $140,229
======== ======== ======== ==========
(A) Represents amounts used for the purposes for which the accounts
were created and reversal of amounts no longer required.
(B) Balances for 1994 reflect the acquisition of Cyanamid effective
December 1, 1994.
(C) Established upon the adoption of Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes" as
disclosed in Note 10 on pages 54 and 55 of the Company's 1994
Annual Report to Shareholders.
IV-7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN HOME PRODUCTS CORPORATION
----------------------------------
(Registrant)
March 27, 1995 By /S/ Robert G. Blount
----------------
Robert G. Blount
Executive Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
Principal Executive Officer:
/S/ John R. Stafford Chairman, President March 27, 1995
----------------
John R. Stafford and Chief Executive
Officer
Principal Financial Officer:
/S/ Robert G. Blount Executive Vice President March 27, 1995
----------------
Robert G. Blount and Director
Principal Accounting Officer:
/S/ John R. Considine Vice President - Finance March 27, 1995
-----------------
John R. Considine
A Majority of Directors:
/S/ Clifford L. Alexander, Jr. Director March 27, 1995
--------------------------
Clifford L. Alexander, Jr.
Director
---------------------
Frank A. Bennack, Jr.
/S/ K. Roald Bergethon Director March 27, 1995
------------------
K. Roald Bergethon
SIGNATURES (continued)
----------------------
Signatures Title Date
---------- ----- ----
/S/ John W. Culligan Director March 27, 1995
----------------
John W. Culligan
/S/ Robin Chandler Duke Director March 27, 1995
-------------------
Robin Chandler Duke
/S/ John D. Feerick Director March 27, 1995
---------------
John D. Feerick
/S/ Edwin A. Gee Director March 27, 1995
------------
Edwin A. Gee
/S/ Fred Hassan Director March 27, 1995
-----------
Fred Hassan
/S/ John P. Mascotte Director March 27, 1995
----------------
John P. Mascotte
/S/ Mary Lake Polan M.D., Ph.D. Director March 27, 1995
---------------------------
Mary Lake Polan M.D., Ph.D.
/S/ Robert W. Sarnoff Director March 27, 1995
-----------------
Robert W. Sarnoff
/S/ John R. Torell III Director March 27, 1995
------------------
John R. Torell III
/S/ William Wrigley Director March 27, 1995
---------------
William Wrigley