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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d)
of the Securities Exchange Act of 1934
for the year ended December 31, 1994
Commission File Number 1-1225
------
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN
(Full title of the Plan)
AMERICAN HOME PRODUCTS CORPORATION
(Name of Issuer of the securities held pursuant to the Plan)
Five Giralda Farms
Madison, New Jersey 07940
(Address of principal executive office)
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SIGNATURE
----------
Pursuant to the requirements 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
/s/John R. Considine
By: -------------------------
John R. Considine
Vice President - Finance
Date: June 27, 1995
-2-
SIGNATURE
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the American Home Products Corporation Savings Plan Committee has
duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN
/s/Thomas M. Nee
By: --------------------------
Thomas M. Nee
Chairman of the American Home
Products Corporation Savings
Plan Committee
Date: June 27, 1995
-3-
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1994 AND 1993
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
EMPLOYER IDENTIFICATION NUMBER - 13-2526821
PLAN NUMBER - 045
-4-
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN
DECEMBER 31, 1994 AND 1993
INDEX
PAGE
-----
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 6
Statements of Net Assets Applicable to Participants'
Equity as of December 31, 1994 and 1993 7 - 8
Statement of Changes in Net Assets Applicable
to Participants' Equity for the Year Ended
December 31, 1994 9
Notes to Financial Statements as of
December 31,1994 and 1993 10 - 14
SUPPLEMENTAL SCHEDULES:
I. Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1994 15
II. Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1994 16
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 17
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
To the Participants and Savings Plan Committee of the American Home
Products Corporation Savings Plan:
We have audited the accompanying statements of net assets applicable to
participants' equity of the American Home Products Corporation Savings
Plan as of December 31, 1994 and 1993, and the related statement of
changes in net assets applicable to participants' equity for the year
ended December 31, 1994. These financial statements and the schedules
referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets applicable to
participants' equity of the American Home Products Corporation Savings
Plan as of December 31, 1994 and 1993, and the changes in net assets
applicable to participants' equity for the year ended December 31, 1994,
in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
of assets held for investment purposes and reportable transactions are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. The fund information in the statement of net assets
applicable to participants' equity and statement of changes in net
assets applicable to participants' equity is presented for purposes of
additional analysis rather than to present the net assets applicable to
participants' equity and statement of changes in net assets applicable
to participants' equity of each fund. The supplemental schedules and
Fund Information have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
New York, New York
June 1, 1995
American Home Products Corporation Savings Plan
Statement of Net Assets Applicable to Participants' Equity
As of December 31, 1994
Fidelity
Fidelity International Fidelity
Interest AHPC Common Magellan Fidelity Growth & Income U.S. Equity
Income Fund Stock Fund Fund Balanced Fund Fund Portfolio Loan Fund Total Funds
----------- ----------- -------- ------------- --------------- ----------- --------- -----------
Plan Assets
- -----------
Cash and Cash
Equivalents $2,620,166 $1,726,851 $ 0 $ 0 $ 0 $ 0 $ 0 $ 4,347,017
Investments at
Market Value 0 151,709,106 12,750,577 38,962,201 4,948,595 31,367,965 0 239,738,444
Group Annuity and
Other Investment
Contracts, at
Contract Value 313,173,625 0 0 0 0 0 0 313,173,625
Receivable from
AHPC 1,431,050 1,201,297 212,265 406,599 96,267 359,448 0 3,706,926
Loans to Plan
Participants 0 0 0 0 0 0 26,129,187 26,129,187
--------- --------- ---------- --------- ----------- --------- ---------- -----------
Net Assets
Applicable to
Participants'
Equity $317,224,841 $154,637,254 $12,962,842 $39,368,800 $5,044,862 $31,727,413 $26,129,187 $587,095,199
============ ============ =========== =========== =========== =========== =========== ============
The accompanying notes to financial statements are an integral part of this statement.
-7-
American Home Products Corporation Savings Plan
Statement of Net Assets Applicable to Participants' Equity
As of December 31, 1993
Fidelity
Interest AHPC Common Fidelity U.S. Equity
Income Fund Stock Fund Balanced Fund Portfolio Loan Fund Total Funds
----------- ----------- ------------- ----------- --------- -----------
Plan Assets
- ------------
Cash and Cash
Equivalent $2,690,635 $952,113 $ 0 $ 0 $ 0 $3,642,748
Investments at
Market Value 0 139,518,120 37,570,982 24,316,654 0 201,405,756
Group Annuity and
Other Investment
Contracts, at
Contract Value 291,781,015 0 0 0 0 291,781,015
Receivable from
AHPC 1,875,601 1,069,963 509,336 449,660 0 3,904,560
Loans to Plan
Participants 0 0 0 0 22,667,682 22,667,682
------------ ---------- ----------- ------------ ----------- ------------
Net Assets
Applicable to
Participants'
Equity $296,347,251 $141,540,196 $38,080,318 $24,766,314 $22,667,682 $523,401,761
============ ============ =========== ============ =========== ============
The accompanying notes to financial statements are an integral part of this statement.
-8-
American Home Products Corporation Savings Plan
Statement of Changes in Net Assets Applicable to Participants' Equity
For the Year Ended December 31, 1994
Fidelity
AHPC Fidelity International Fidelity
Interest Common Magellan Fidelity Growth and U.S. Equity Loan
Income Fund Stock Fund Balanced Fund Income Fund Portfolio Fund Total Funds
----------- ----------- --------- ------------- ------------- ---------- --------- -----------
Additions:
Participant
Contributions $24,883,565 $13,862,869 $1,952,396 $9,111,888 $ 865,418 $7,504,880 $0 $ 58,181,016
Employer
Contributions 8,180,586 7,150,029 461,477 2,517,655 228,357 2,228,727 0 20,766,831
Dividend Income on
Investments 0 6,652,142 0 1,274,535 152,811 932,692 0 9,012,180
Interest on Group Annuity
and Other Investment
Contracts and Cash
Equivalents 17,800,239 65,879 0 0 0 0 0 17,866,118
Net Depreciation of
Investments 0 (3,719,095) (14,666) (3,673,577) (310,362) (611,059) 0 (8,328,759)
---------- ----------- -------- ---------- ---------- ---------- -------- -----------
Total Additions 50,864,390 24,011,824 2,399,207 9,230,501 936,224 10,055,240 0 97,497,386
Deductions:
Distributions to
Participants (23,217,521) (7,457,347) (58,410) (2,943,762) (1,861) (1,772,800) (791,797) (36,243,498)
Transfer (to) from
Other Funds (5,117,094) (2,987,611) 10,531,277 (5,032,966) 4,063,523 (1,457,129) 0 0
Loans Originated (7,826,313) (3,286,975) (214,442) (772,026) (43,363) (650,255) 12,793,374 0
Loan Repayments,
Including Interest 6,174,128 2,817,167 305,210 806,735 90,339 786,043 (8,540,072) 2,439,550
----------- ----------- ----------- ---------- ----------- -------- ---------- ---------
Total Deduction (29,986,800) (10,914,766) 10,563,635 (7,942,019) 4,108,638 (3,094,141) 3,461,505 (33,803,948)
Net Additions 20,877,590 13,097,058 12,962,842 1,288,482 5,044,862 6,961,099 3,461,505 63,693,438
Net Assets Applicable
for Participants'
Equity; Beginning of
the year 296,347,251 141,540,196 0 38,080,318 0 24,766,314 22,667,682 523,401,761
------------ ----------- ----------- ----------- ---------- ---------- ---------- -----------
End of Year $317,224,841 $154,637,254 $12,962,842 $39,368,800 $5,044,862 $31,727,413 $26,129,187 $587,095,199
============ ============ ============ =========== ========== =========== ========== ===========
The accompanying notes to financial statements are an integral part of this statement.
- 9 -
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1994 AND 1993
NOTE 1 - PLAN DESCRIPTION
----------------
The following description of the American Home Products Corporation Savings Plan
(the "Plan") provides only general information. Participants of the Plan should
refer to the Plan document for a more detailed and complete description of the
Plan's provisions.
A. General
-------
The Plan, a defined contribution profit-sharing plan, was approved and adopted
by the Board of Directors of American Home Products Corporation ("AHPC" or the
"Company") on February 28, 1985 and became effective on April 1, 1985. Full or
part-time (U.S. paid) employees of the Company and its participating
subsidiaries who are not subject to a collective bargaining agreement are
eligible to participate in the Plan after age 21. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") and
the Internal Revenue Code (the "Code")
B. Contributions
-------------
A participant may elect to make contributions to the Plan in whole percentages
up to a maximum of 16% of the participant's compensation, as defined in the
Plan. Contributions can be made on a before-tax basis ("salary deferral
contributions"), an after-tax basis ("after-tax contributions"), or a
combination of both. AHPC will contribute in cash to each participant's account
an amount equal to 50% of the participant's contributions to the Plan for
contributions up to 6% of the participant's compensation. Under the Code,
salary deferral contributions, total annual contributions, and the amount of
compensation that can be included for Plan purposes are subject to annual
limitations.
C. Vesting and Separation From Service
-----------------------------------
A participant is fully vested at all times in amounts in salary deferral and
after-tax accounts. A participant is also fully vested in Company matching
contributions if the participant has at least five years of continuous service,
as defined by the Plan. If a participant has less than five years of continuous
service, such participant becomes vested in their matching contributions account
according to the following vesting schedule:
Vesting
Years of Continuous Service Percentage
---------------------------- -----------
1 year completed 0%
2 years completed 25%
3 years completed 50%
4 years completed 75%
Regardless of the number of years of continuous service, a participant shall be
fully vested and receive funds attributable to their matching contribution
account upon reaching their 65th birthday or upon death, if earlier.
-10-
In the event a participant's employment with AHPC is terminated prior to full
vesting, they shall receive the vested portion. The non-vested portion of such
account is forfeited and becomes available to AHPC to satisfy future Company
matching contributions.
At December 31, 1994 and 1993, approximately $54,416,000 and $52,734,000,
respectively, of the net assets applicable to participants' equity represents
the accumulated vested benefits of participants who have withdrawn from the plan
but have not yet been paid.
D. Withdrawals
-----------
A participant is entitled to withdraw all or any portion of their account
attributable to after-tax contributions. A participant may make full or partial
withdrawals of funds in any of their accounts on attaining age 59 1/2
or for financial hardship before that age. Participants may qualify for
financial hardship withdrawals if they have an immediate and heavy financial
need, as defined in the Plan and determined by the AHPC Savings Plan Committee
(the Committee), and have no other funds readily available to meet that need.
Participants are limited to one hardship and one non-hardship (e.g. after age 59
1/2 or from the participant's after-tax contribution account) withdrawal each
year. A participant cannot make a hardship withdrawal of the earnings on their
before-tax account balances which are credited on or after January 1, 1989.
E. Loans
-----
An employee who has participated in the Plan for at least one year and has a
vested account balance of at least $2,000 may borrow from the vested portion of
their account, subject to certain maximum amounts. Each loan is secured by the
borrower's vested interest in their account balance. A participant may have
outstanding up to two general purpose loans and one loan to acquire or construct
a principal residence. All loans must be repaid within 5 years except for those
used to acquire or construct a principal residence,which must be repaid within
10 years. Defaults on participants' loans during the year are treated as
withdrawals and are fully taxable to participants. The interest rate charged
will be one which provides a return commensurate with a market rate, or such
other rate as permitted by government regulations or releases.
F. Amendment to the Plan
---------------------
The Plan was amended during 1994, due to the sales of certain subsidiaries of
the Company. Plan participants who continued employment with these companies
after the closing date of each agreement became fully vested regardless of their
years of continuous service.
NOTE 2 - ACCOUNTING POLICIES
-------------------
Investment Valuation
- --------------------
AHPC's common stock is recorded at fair market value at December 31. Units of
participation in the Fidelity Balanced Fund, Fidelity U.S. Equity Portfolio,
Fidelity Magellan Fund and the Fidelity International
-11-
Growth and Income Fund are recorded at their published net asset value at
December 31. The group annuity and other contracts comprising the Interest
Income Fund are recorded at contract value <cost plus accrued interest> based
upon information supplied by First Fidelity Management Trust Company (the
Trustee), which approximates fair value.
Investment transactions are recorded on a trade date basis for transactions
recorded by the Trustee. Net realized gains and losses on investments are
determined, for accounting purposes, on a moving weighted average basis as of
the trade date and are included in net depreciation of investments in the
accompanying financial statements.
The net change in the difference between cost and current market value of
investments held is reflected in net depreciation of investments in the
statement of changes in net assets applicable to participants' equity.
Administrative Costs
- --------------------
All costs and expenses of administering the Plan are paid by AHPC.
Receivable from American Home Products Corporation
- --------------------------------------------------
The receivable from AHPC at December 31, 1994 and 1993 represents contributions
and loan repayments withheld from employees but not remitted to the Trustee
until January 1995 and 1994, respectively.
NOTE 3 - INVESTMENTS
-----------
A participant can elect to have amounts credited to their account invested in
any of six investment funds. Effective June 1, 1994 elections may be made in
multiples of 10% in such a way that the combination of share percentages totals
100%. Prior to June 1, 1994 elections had to be made in multiples of 25%. A
participant may transfer all, or any part, of the value of their account
invested in any of the investment funds to another fund in multiples of 10% or
in an amount of at least $250.
The six investment options are:
A. AHPC Common Stock Fund - consists primarily of AHPC common stock. Purchases
and sales of AHPC common stock are made in the open market. Participants
have full voting rights for shares purchased at their direction under the
Plan.
B. Interest Income Fund - consists primarily of group annuity contracts issued
by major life insurance companies and other contracts which pay a specified
rate of interest for a fixed period of time and repay principal at
maturity. The fund and its contracts are not guaranteed by the Company
or any other institution. However, the Committee has established
guidelines that provide that contracts be placed with companies rated
AA or higher by Moody's and Standard & Poors. The interest rate payable
to Plan participants in this fund will be a rate which reflects a blend of
the total investments made by the fund. The overall annual return in
the Fund was approximately 5.6% for 1994 and 6.9% for 1993.
-12-
C. Fidelity Balanced Fund - consists of units invested in a mutual fund
managed by Fidelity Management & Research Company which is invested in high
yielding securities, including common stocks, preferred stocks and bonds
with at least 25% of the Fund's assets in fixed income senior securities.
D. Fidelity U.S. Equity Portfolio - consists of units invested in a mutual
fund managed by Fidelity Management & Research Company that seeks to
provide investment results that correspond to the total return
performance of the companies that make up the Standard & Poor's 500
Index.
E. Fidelity Magellan Fund - Consists of units invested in a mutual fund
managed by Fidelity Management and Research Company that seeks long term
capital appreciation by actively managing investments in the entire market.
F. Fidelity International Growth and Income Fund - consists of units
invested in a mutual fund managed by Fidelity Management and Research
Company that seeks long-term growth, current income and growth income by
investing in assets, of which at least 65% are in securities of issuers
that have their principal business activities outside of the United States.
NOTE 4 - MANAGEMENT OF THE PLAN
----------------------
The Plan is administered by the Committee, which is appointed by the Board of
Directors of AHPC. Effective April 1, 1992, Fidelity Management Trust Company
was appointed by the Committee as Trustee and record keeper.
NOTE 5 - FEDERAL INCOME TAX STATUS
--------------------------
The Plan obtained its latest determination letter on April 19, 1990, in which
the Internal Revenue Service stated that the Plan, as then designed, met the
applicable requirements of the Code. The Plan has been amended since receiving
this determination letter. However, the Plan administrator believes that the
Plan continues to be designed and operated in compliance with the applicable
requirements of the Code. Therefore, they believe that the Plan continues to be
qualified and the related trust was tax exempt as of December 31, 1994.
NOTE 6 - PLAN TERMINATION
-----------------
Although it has not expressed any intention to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of plan termination,
participants will become 100% vested in their accounts and are entitled to full
distribution of such amounts.
NOTE 7 - INVESTMENTS
-----------
The fair market of individual investments that represent 5% or more of the Plans
total net assets as of December 31, 1994 and 1993 are as follows:
-13-
1994 1993
---- ----
American Home Products Corp. 151,709,106 139,518,120
Common Stock, 2,417,675 shares
New York Life Insurance
GAC 8.75% Due 3/15/94 - 46,486,696
GAC 5.60% Due 7/15/97 - 27,212,677
GAC 6.00% Due 12/29/98 31,401,469 -
GAC 7.82% Due 6/15/99 43,418,227 -
Prudential Insurance
GIC 5.50% Due 9/15/96 - 26,788,054
IDS Trust Company 50,950,178 -
Pooled separate account of
guaranteed insurance contracts
with interest rates ranging
from 4.5% to 9.66% and
maturities from 1995 to 2001.
Fidelity Balanced Fund 38,962,201 37,570,982
Fidelity U.S. Equity Portfolio 31,367,965 _
-14-
SCHEDULE I
American Home Products Corporation Savings Plan
Item 27a - Schedule of Assets Held
for Investment Purposes
as of December 31, 1994
Employer Identification Number - 13-2526821
Plan Number - 045
Cost/
Identity of Issuer: Description of Investment Contract Value Current Value
Common Stock:
- ------------------- ------------------------- -------------- -------------
American Home Products Corp. 2,417,675 shares $170,912,669 $151,709,106
Common Stock
Group Annuity and Investment Contracts:
- --------------------------------------
Bankers Trust (Delaware)
Contract 5.68% Due 9/15/95 5,218,571 5,218,571
Metropolitan Life Insurance
GAC 7.95% Due 7/15/95 9,996,364 9,996,364
GAC 7.56% Due 1/15/95 8,344,803 8,344,803
GAC 3.71% Due 1/15/95 23,847,729 23,847,729
GAC 4.36% Due 9/15/96 5,283,073 5,283,073
----------
47,471,969
----------
New York Life Insurance
GAC 5.60% Due 7/15/97 28,736,588 28,736,588
GAC 6.00% Due 12/29/98 31,401,469 31,401,469
GAC 7.82% Due 6/15/99 43,418,227 43,418,227
-----------
103,556,284
-----------
IDS Trust Company 1,368,000 units 50,950,178 50,950,178
pooled separate account of
guaranteed insurance contracts
with interest rates ranging
from 4.54% to 9.66% and
maturities from 1995 to 2001.
John Hancock Mutual Life Insurance
GAC 6.09% Due 9/15/95 9,695,606 9,695,606
GAC 4.63% Due 9/15/95 13,781,864 13,781,864
GAC 6.94% Due 9/30/97 23,576,715 23,576,715
GAC 6.00% Due 6/30/97 14,564,887 14,564,887
----------
61,619,072
Prudential Insurance
GIC 7.80% Due 3/15/00 15,308,708 15,308,708
GIC 5.50% Due 9/15/96 18,840,930 18,840,930
----------
34,149,638
Peoples Security Life Insurance
GIC 7.80% Due 3/15/00 10,207,906 10,207,906
----------
Total Group Annuity and Other Investment Contracts 313,173,625
Mutual Funds:
- -------------
Fidelity Balanced Fund 3,170,236 units 41,575,935 38,962,201
Fidelity International
Growth and Income Fund 299,370 units 5,240,458 4,948,595
Fidelity U.S. Equity 1,854,994 units 31,106,137 31,367,965
Portfolio
Fidelity Magellan Fund 190,876 units 12,745,993 12,750,577
Loans Receivable:
- -----------------
Loans to Plan Participants
Rates ranging from 7.00%
to 10.9%. Due through 26,129,187 26,129,187
2014.
The accompanying notes to financial statements are an integral part of this
schedule.
-15-
SCHEDULE II
American Home Products Corporation Savings Plan
Item 27d - Schedule of Reportable Transactions
Employer Identification Number - 13-2526821
Plan Number - 045
(h) Current
(f) Expenses Value of
(c) Incurred Asset on
(a&b) Identity of Party and Purchase (d) Selling (e)Lease with (g) Cost Transaction (i) Net Gain
Description Price Price Rentals Transaction of Asset Date or (Loss)
- --------------------------- ------- ----------- -------- ----------- --------- ----------- -------------
American Home Products Corp.
Common Stock
250 Purchases 36,410,972 36,410,972 36,410,972
237 Sales 26,072,805 0 0 24,011,936 26,072,805 2,060,869
IDS Trust Company
Pooled Fund
12 Purchases 54,690,000 54,690,000 54,690,000
5 Sales 6,022,935 0 0 6,022,935 6,022,935 0
New York Life Insurance
GAC 06711-03 6.0% DUE 12/98 30,000,000 30,000,000 30,000,000 0
GAC 06711-04 7.84% DUE 6/15/99 42,000,000 42,000,000 42,000,000 0
GAC 05997 9.75% DUE 3/15/94 47,273,838 0 0 47,273,838 47,273,838 0
GAC 067129 7.75% DUE 1/15/94 13,795,736 0 0 13,795,736 13,795,736 0
GAC 06711-02 3.6% DUE 7/15/94 17,605,175 0 0 17,605,175 17,605,175 0
Fidelity US Government
Reserve Fund
211 Purchases 200,371,852 0 0 200,371,852 200,371,852
227 Sales 200,624,004 0 0 200,624,004 200,624,004 0
(A) Reportable transactions are those purchases and sales of the same security which, individually or in the aggregate,
exceed 5% of the total plan assets as of the beginning of the Plan Year.
The accompanying notes to financial statements are an integral part of this schedule.
-16-
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K into the American Home Products
Corporation previously filed Form S-3 Registration Statements, No. 33-45324
and 33-57339 and Form S-8 Registration Statements No. 2-96127, 33-24068,
33-53733, 33-41434, 33-55449, 33-45970, 33-14458, 33-50149 and 33-55456.
ARTHUR ANDERSEN LLP
New York, New York
June 27, 1995