EX-99.A.III 4 ex99-a_iii.txt FORM 11-K 1 Exhibit 99(a)(iii) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ------------------------------ [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal Year Ended January 2, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission File Number 1-3215 ------------------------------ JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES (Full title of the Plan) JOHNSON & JOHNSON ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK, NEW JERSEY 08933 (Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office) 2 Item 4. Financial Statements and Exhibits Report of Independent Accountants Financial Statements: Balance Sheets as of December 31, 1999 and 1998 Statements of Operations and Changes in Plan Equity for the years ended December 31, 1999 and 1998 Notes to Financial Statements Supplemental Schedules: Schedule of Investments at December 31, 1999 Schedule of 5% Reportable Transactions for the year ended December 31, 1999 Consent of PricewaterhouseCoopers LLP, dated June 23, 2000 The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES By: /s/ R. J. Darretta ------------------------------ R. J. Darretta Chairman, Pension Committee June 26, 2000 3 JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES ----------------- FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 4 JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES INDEX Report of Independent Accountants 2 Financial Statements: Statements of Net Assets Available for Benefits with Fund Information as of December 31, 1999 and 1998 3-4 Statements of Changes in Net Assets Available for Benefits with Fund Information for the Years Ended December 31, 1999 and 1998 5-6 Notes to Financial Statements 7-13 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes at December 31, 1999 14 Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1999 15 1 5 REPORT OF INDEPENDENT ACCOUNTANTS To the Pension and Benefits Committees of Johnson & Johnson In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Johnson & Johnson Savings Plan for Union Represented Employees (the "Plan") as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes and schedule of 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. These supplemental schedules are the responsibility of the Plan's management. The fund information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for the purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits 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. PricewaterhouseCoopers LLP Florham Park, New Jersey June 12, 2000 2 6 JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION As of December 31, 1999
PARTICIPANT DIRECTED -------------------------------------------------------------------------------------- Fixed J&J Diversified Total USGS Fund Interest Fund Stock Fund Equity Fund Savings Plan --------- ------------- ---------- ----------- ------------ ASSETS: ------- Deposits in Group Annuity Contracts (Note 2) $2,158,369 $ 2,158,369 Investments at Fair Value (Notes 2 and 5) $21,114,345 21,114,345 Investments in Master Trust (Notes 2 and 5) $1,067,057 $6,096,157 7,163,214 Accrued Dividends and Interest Receivable 5,108 11,678 4,660 21,446 --------- --------- ---------- --------- ---------- Total Assets 1,072,165 2,170,047 21,114,345 6,100,817 30,457,374 --------- --------- ---------- --------- ---------- LIABILITIES: ------------ Accrued Transfers 500 10,200 (8,500) (2,200) ---------- ---------- ----------- ---------- ----------- Net Assets Available for Benefits $1,071,665 $2,159,847 $21,122,845 $6,103,017 $30,457,374 ========== ========== =========== ========== ===========
See Notes to Financial Statements 3 7 JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION As of December 31, 1998
PARTICIPANT DIRECTED ---------------------------------------------------------------------------- Fixed J&J Diversified Total USGS Fund Interest Fund Stock Fund Equity Fund Savings Plan --------- ------------- ---------- ----------- ------------ ASSETS: ------- Deposits in Group Annuity Contracts (Note 2) $1,860,044 $ 1,860,044 Investments at Fair Value (Notes 2 and 5) $17,436,911 17,436,911 Investments in Master Trust (Notes 2 and 5) $1,008,405 $4,494,429 5,502,834 Accrued Dividends and Interest Receivable 4,297 10,121 214 25,069 39,701 ---------- ---------- ------------ ----------- ------------ Total Assets 1,012,702 1,870,165 17,437,125 4,519,498 24,839,490 ---------- ---------- ------------ ----------- ------------ LIABILITIES: ------------ Accrued Transfers 29,100 (4,801) (68,400) 44,101 ---------- ---------- ------------ ----------- ------------ Net Assets Available for Benefits $ 983,602 $1,874,966 $ 17,505,525 $ 4,475,397 $ 24,839,490 ========== ========== ============ =========== ============
See Notes to Financial Statements 4 8 JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION For The Year Ended December 31, 1999
PARTICIPANT DIRECTED --------------------------------------------------------------------------------- Fixed J&J Diversified Total USGS Fund Interest Fund Stock Fund Equity Fund Savings Plan --------- ------------- ---------- ----------- ------------ Employee Contributions (Note 3) $148,108 $291,978 $1,621,497 $766,490 $2,828,073 Employer Contributions (Note 3) 634,338 634,338 Interest 52,873 128,999 3,028 184,900 Dividends 236,370 64,005 300,375 --------- ---------- ----------- ---------- ----------- 200,981 420,977 2,495,233 830,495 3,947,686 Additions to (Deductions from) Net Assets: ------------------------------------------ Payments to Participants (Note 4) (38,977) (58,285) (1,047,051) (247,632) (1,391,945) Change in Unrealized Net Appreciation of Investments 1,107,538 455,063 1,562,601 Realized Net Gain on Sale of Investments 812,749 684,799 1,497,548 Realized Net Gain on Stock Distributed 177,916 177,916 Assets Transferred (Note 2) (67,300) (65,800) 194,400 (61,300) Administrative Expenses (6,641) (12,011) (123,465) (33,805) (175,922) --------- ---------- ----------- ---------- ----------- Net Increase 88,063 284,881 3,617,320 1,627,620 5,617,884 Net Assets Available for Benefits, Beginning of Year 983,602 1,874,966 17,505,525 4,475,397 24,839,490 --------- ---------- ----------- ---------- ----------- Net Assets Available for Benefits, End of Year $1,071,665 $2,159,847 $21,122,845 $6,103,017 $30,457,374 ========== ========== =========== ========== ===========
See Notes to Financial Statements 5 9 JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION For The Year Ended December 31, 1998
PARTICIPANT DIRECTED ---------------------------------------------------------------------------- Fixed J&J Diversified Total USGS Fund Interest Fund Stock Fund Equity Fund Savings Plan --------- ------------- ---------- ----------- ------------ Employee Contributions (Note 3) $177,832 $349,624 $1,528,145 $761,834 $ 2,817,435 Employer Contributions (Note 3) 610,149 610,149 Interest 52,839 112,154 2,929 167,922 Dividends 190,534 50,401 240,935 ----------- ---------- ---------- --------- ----------- 230,671 461,778 2,331,757 812,235 3,836,441 Additions to (Deductions from) Net Assets: ------------------------------------------ Payments to Participants (Note 4) (47,682) (104,718) (759,124) (162,697) (1,074,221) Change in Unrealized Net Appreciation of Investment 3,262,162 395,659 3,657,821 Realized Net Gain on Sale of Investments 180,470 365,123 545,593 Realized Net Gain on Stock Distributed 32,455 32,455 Assets Transferred (Note 2) (116,300) (64,200) 176,000 4,500 Administrative Expenses (3,119) (5,291) (47,200) (12,902) (68,512) ----------- ---------- ---------- --------- ----------- Net Increase 63,570 287,569 5,176,520 1,401,918 6,929,577 Net Assets Available for Benefits, Beginning of Year 920,032 1,587,397 12,329,005 3,073,479 17,909,913 ----------- ---------- ---------- --------- ----------- Net Assets Available for Benefits, End of Year $983,602 $1,874,966 $17,505,525 $4,475,397 $24,839,490 =========== ========== =========== ========== ===========
See Notes to Financial Statements 6 10 JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES NOTES TO FINANCIAL STATEMENTS 1. Organization: The Johnson & Johnson Savings Plan for Union Represented Employees (the "Plan") is a defined contribution plan which was established on January 1, 1993 by Johnson & Johnson ("J&J" or the "Company"). The Plan was designed to enhance the existing retirement program of eligible employees covered under collective bargaining agreements with the Company. The funding of the Plan is made through employee and Company contributions. The assets of the Plan are maintained in a Master Trust account ("Johnson & Johnson Savings Plan Trust") and transactions therein are executed by the trustee, Bankers Trust Company. The Johnson & Johnson Savings Plan Trust is allocated based upon the total of each individual participant's share of the Johnson & Johnson Savings Plan Trust. 2. Summary of Significant Accounting Policies: Valuation of Investments: Equity investments in the Johnson & Johnson Stock Fund, administered by Bankers Trust Company, are valued at the average of the high and low market price on the last business day of the year. The cost of equity investments in the Johnson & Johnson Stock Fund are recorded at the average market price of the stock transactions for the month during which the contribution is made. The investments in the US Government Securities ("USGS"), Fixed Interest and Diversified Equity Funds represent the Plan's share of assets in the Johnson & Johnson Savings Plan Trust. The USGS Fund consists of short-term obligations that are issued or guaranteed by the US Government. Investments are valued at cost, which approximates market value. Deposits in group annuity contracts in the Fixed Interest Fund are recorded at their contract value, which approximates fair value, because these investments have fully benefit-responsive features. Contract value represents contributions and reinvested income, less any withdrawals plus accrued interest. Participants may direct the withdrawal or transfer of all or a portion of their investment at contract value. However, withdrawals influenced by employer initiated events, such as in connection with the sale of a business, may result in a distribution at other than contract value. There are no reserves against contract values for credit risk of contract issuers or otherwise. The average yield and crediting interest rate of the Fixed Interest Fund was 5.99% for 1999 and 6.62% for 1998. The crediting interest rate for the investment contracts is either agreed-to in advance with the issuer or varies based on an agreed-to formula, but cannot be less than zero. 7 11 JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES NOTES TO FINANCIAL STATEMENTS, Continued 2. Summary of Significant Accounting Policies (Continued): Equity investments and corporate obligations in the Diversified Equity Fund, managed by the Capital Guardian Trust Company and J.P. Morgan Investment Management, Inc., are traded on a national securities exchange and are valued at the last reported market sales price on the last business day of the year. Investments in the Diversified Equity Fund are purchased periodically by Capital Guardian Trust Company and J.P. Morgan Investment Management, Inc. based on the prevailing market values of the underlying investments. Temporary cash investments are stated at redemption value which approximates fair value. Transfers: Transfers among funds, which are made at the participant's election, have been presented as assets transferred in the Statement of Changes in Net Assets Available for Benefits. Use of Estimates: The preparation of the Plan's financial statements in conformity with accounting principles generally accepted in the United States requires the plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Risks and Uncertainties: The Plan provides for various participant investment options in funds which can invest in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits. Other: Interest and dividend income is recorded as earned on the accrual basis. Purchases and sales of investment securities are reflected on a trade-date basis. Gains and losses on sales of investment securities are determined on the average cost method. Third party administrative expenses are paid by the Plan, except costs of entering new investment vehicles which will be paid primarily by Johnson & Johnson. 8 12 JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES NOTES TO FINANCIAL STATEMENTS, Continued 3. Contributions: Participating employees may contribute a minimum of $0.16 per hour up to a maximum of $1.60 per hour, depending on the negotiated contract rate, of the first forty hours worked in each payroll week. All contributions are on a pre-tax basis. Annual pre-tax contributions may not exceed $10,000 in 1999 or 1998. The Company contributes to the Plan, out of current or accumulated profits, an amount equal to 25% or 40% (depending on the negotiated collective bargaining agreement) of the employee directed contributions on the first $0.16 to $0.80 per hour directly into J&J common stock. Contributions are made to the Plan by participants through payroll deductions and by the Company on behalf of the participants. Employee contributions are to be invested in any of the four investment funds at the direction of the participating employees. All Company contributions are made to the J&J Stock Fund. The number of participants invested in each fund at December 31, 1999 and 1998 was:
1999 1998 ---- ---- U.S. Government Securities Fund 506 542 Fixed Interest Fund 719 767 Johnson & Johnson Stock Fund 2,152 2,166 Diversified Equity Fund 1,172 1,171
Participants may elect to invest in more than one fund and can change their investment direction twice a year. A total of 2,154 and 2,167 active and former employees had investments in the Plan for 1999 and 1998, respectively. 4. Participant Accounts and Benefits: All participants are fully vested in their contributions and the Company match. The benefit to which a Plan participant is entitled is the amount provided by contributions (Company and participant) and investment earnings thereon (including net realized and unrealized investment gains and losses) which have been allocated to such participant's account balance. Allocations are based on participant's earnings or account balances, as defined. Participants may withdraw their after-tax contributions and earnings thereon, at any time. Participants may withdraw before-tax contributions only upon meeting certain hardship conditions. 9 13 JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES NOTES TO FINANCIAL STATEMENTS, Continued 5. Investments: Investments held by the Plan as of December 31, 1999 are summarized as follows:
Johnson & Johnson Stock Fund Fair Value Cost ---------- -------------- Johnson & Johnson Common Stock $21,077,906 $11,491,030 Temporary Cash Investments 36,439 36,439 ----------- ----------- $21,114,345 $11,527,469 =========== ===========
The investments in the USGS, Fixed Interest, and the Diversified Equity Funds reflected in the accompanying Statement of Net Assets Available for Benefits represent the Plan's share of investments (approximately 0.6% of fair value) held by the Johnson & Johnson Savings Plan Trust. Total investments held by the Savings Plan Trust on behalf of the Plan and the Johnson & Johnson Savings Plan (for salaried and non-union hourly employees of the Company) are summarized as follows:
Description Fair Value Cost ----------- -------------- -------------- USGS Fund: U.S. Government Securities - Short Term $29,313,150 $29,313,150 Other* 142,201 142,201 Fixed Interest Fund: Deposits in Group Annuity Contracts 621,653,591 621,653,591 Other* 3,363,553 3,363,553 Diversified Equity Fund: Common Stocks 992,698,523 700,989,649 Other* 758,881 758,881 ----------------- ----------------- $1,647,929,899 $1,356,221,025 ================= =================
* Other consists of interest and/or dividends receivable. 10 14 JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES NOTES TO FINANCIAL STATEMENTS, Continued 5. Investments (Continued):
Investments held by the Plan as of December 31, 1998 are summarized as follows: Johnson & Johnson Stock Fund ------------------------- Fair Value Cost ---------- ------------- Johnson & Johnson Common Stock $17,427,035 $8,947,697 Temporary Cash Investments 9,876 9,876 ----------- ---------- $17,436,911 $8,957,573 =========== ==========
The investments in the USGS, Fixed Interest, and the Diversified Equity Funds reflected in the accompanying Statement of Net Assets Available for Benefits represent the Plan's share of investments (approximately 0.5% of fair value) held by the Johnson & Johnson Savings Plan Trust. Total investments held by the Trust on behalf of the Plan and the Johnson & Johnson Savings Plan (for salaried and non-union hourly employees of the Company) are summarized as follows:
Description Fair Value Cost ----------- ------------- -------------- USGS Fund: U.S. Government Securities - Short Term $30,466,695 $30,466,695 Other* 138,992 138,992 Fixed Interest Fund: Deposits in Group Annuity Contracts 634,215,282 634,215,282 Other* 3,286,951 3,286,951 Diversified Equity Fund: Common Stocks 764,674,566 548,124,829 Other* 4,178,130 4,178,130 --------------- -------------- $1,436,960,616 $1,220,410,879 =============== ==============
* Other consists of interest and/or dividends receivable. Realized gains on investments sold and distributed during the years ended December31, 1999 and 1998 are summarized as follows:
J&J Stock Fund Diversified Equity Fund ----------------------------------- ----------------------------------- Book Value Proceeds Gain Book Value Proceeds Gain ---------- ---------- --------- ---------- ---------- -------- 1999 $693,844 $1,684,509 $990,665 $3,803,034 $4,487,833 $684,799 1998 $321,078 $ 534,003 $212,925 $3,072,462 $3,437,585 $365,123
11 15 JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES NOTES TO FINANCIAL STATEMENTS, Continued 6. Tax Status: The Internal Revenue Service has determined and informed the Company by a letter dated April 26, 1996, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC. 7. Termination Priorities: The Company has the right to terminate the Plan at any time and in the event the Plan is terminated, subject to conditions set forth in ERISA, the amount of each participant's account balance in the Plan is fully vested. 8. Concentrations of Credit Risk: Financial instruments which potentially subject the Plan to concentrations of credit risk consist principally of the Fixed Interest Fund holdings in fully benefit-responsive group annuity contracts with insurance and other financial institutions. The Fund places its fully benefit-responsive group annuity contracts with high-credit quality institutions and, by policy, limits the amount of credit exposure to any one financial institution. If any of the insurance companies that the group annuity contracts are invested with fail to perform according to the contract, the asset value of the Plan could be impaired. 9. Reconciliation of Financial Statements to Form 5500: The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31, December 31, 1999 1998 ------------- ---------- Net Assets Available for Benefits Per the Financial Statements $30,457,374 $24,839,490 Amounts Allocated to Withdrawing Participants (118,294) (52,942) ------------ ------------ Net Assets Available for Benefits Per the Form 5500 $30,339,080 $24,786,548 ============ ============
12 16 JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES NOTES TO FINANCIAL STATEMENTS, Continued 9. Reconciliation of Financial Statements to Form 5500 (Continued):
Year Ended YearEnded December 31, December31, 1999 1998 -------------- --------- Benefits Paid to Participants Per the Financial Statements $1,391,945 $1,074,221 Add: Amounts Allocated to Withdrawing Participants at December 31, 1999 and 1998 118,294 52,942 Less: Amounts Allocated to Withdrawing Participants at December 31, 1998 and 1997 (52,942) (51,617) ---------- --------- Benefits Paid to Participants Per the Form 5500 $1,457,297 $1,075,546 ========== ==========
Amounts allocated to the withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 1999 and 1998 but not yet paid as of that date. 13 17 Supplemental Schedule JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1999
FACE AMOUNT OR SHARES ISSUES COST FAIR VALUE --------- ------ ----------- ---------- J&J STOCK FUND -------------- Common Stock ------------ 224,831 shs. Johnson & Johnson $11,491,030 $21,077,906 Temporary Investments --------------------- 36,439 BT Pyramid Directed Account Cash Fund 36,439 36,439 ----------- ----------- Total J&J Stock Fund $11,527,469 $21,114,345 =========== ===========
14 18 Supplemental Schedule JOHNSON & JOHNSON SAVINGS PLAN FOR UNION REPRESENTED EMPLOYEES ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1999
DISPOSED ACQUIRED --------------------------------------------------------------------------- SECURITY/PARTY GAIN/ DESCRIPTION SALES COSTS PROCEEDS (LOSS) PURCHASES COSTS ----- ----- -------- ------ --------- ----- # of Transactions # of Transactions SERIES OF TRANSACTIONS: BT Pyramid Directed Account-Cash Fund (a) $2,160,655 $2,160,655 $ - (a) $2,164,054 Johnson & Johnson Common Stock 154 $1,876,638
(a) Trustee is unable to provide detailed information on the number of transactions. 15 19 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 33-52252) of Johnson & Johnson of our report dated June 12, 2000 relating to the financial statements and financial statement schedules of the Johnson & Johnson Savings Plan for Union Represented Employees, which appears in this Form 11-K. PricewaterhouseCoopers LLP Florham Park, New Jersey June 23, 2000