SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 26, 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.
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On February 26, 2002, the Board of Directors of Merck & Co., Inc. ("the
Company") and its Audit Committee decided to no longer engage 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 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. AA's
report on the Company's consolidated financial statements for the year
ended 2001 has not yet been issued, but is expected to be issued on an
unqualified basis in March 2002 in conjunction with the filing of the
Company's Annual Report on Form 10-K for the year ended December 31, 2001.
During the years ended December 31, 2001, 2000 and 1999 and through the
date hereof, 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
4, 2002, stating its agreement with such statements.
During the years ended December 31, 2001 and 2000 and through the date
hereof, 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
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(c) Exhibits
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Exhibit 16 Letter from Arthur Andersen LLP to the Filed with
Securities and Exchange Commission this document
dated March 4, 2002
SIGNATURES
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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 5, 2002 By: /s/ Debra A. Bollwage
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DEBRA A. BOLLWAGE
Assistant Secretary
EXHIBIT INDEX
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Exhibit
Number Description
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16 Letter from Arthur Andersen LLP to the
Securities and Exchange Commission
dated March 4, 2002