SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 21, 2002
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MERCK & CO., Inc.
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(Exact Name of Registrant as Specified in Its Charter)
New Jersey
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(State or Other Jurisdiction of Incorporation)
1-3305 22-1109110
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(Commission File Number) (I.R.S. Employer Identification No.)
One Merck Drive, PO Box 100, Whitehouse Station, NJ 08889-0100
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (908) 423-1000
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Item 4. Changes in Registrant's Certifying Accountant.
On February 26, 2002, the Board of Directors of Merck & Co., Inc. ("the
Company") and its Audit Committee dismissed Arthur Andersen LLP ("Arthur
Andersen" or "AA") as the Company's independent public accountants and
engaged PricewaterhouseCoopers LLP ("PwC") to serve as the Company's
independent public accountants for the fiscal year 2002. The appointment of
PwC is subject to stockholder ratification at the Company's 2002 Annual
Meeting of Stockholders to be held in April.
Arthur Andersen's reports on the Company's consolidated financial
statements for each of the years ended 2001, 2000 and 1999 did not contain
an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2001, 2000 and 1999 and through March
21, 2002, there were no disagreements with Arthur Andersen on any matter of
accounting principle or practice, financial statement disclosure, or
auditing scope or procedure which, if not resolved to AA's satisfaction,
would have caused them to make reference to the subject matter in
connection with their report on the Company's consolidated financial
statements for such years; and there were no reportable events as defined
in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of AA's letter, dated March
21, 2002, stating its agreement with such statements.
During the years ended December 31, 2001 and 2000 and through the date of
the Board's decision, the Company did not consult PwC with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on the Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation
S-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 16 Letter from Arthur Andersen LLP to the Filed with
Securities and Exchange Commission this document
dated March 21, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MERCK & CO., Inc.
Date: March 21, 2002 By: /s/ Debra A. Bollwage
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DEBRA A. BOLLWAGE
Assistant Secretary
EXHIBIT INDEX
Exhibit
Number Description
16 Letter from Arthur Andersen LLP to the
Securities and Exchange Commission
dated March 21, 2002