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) June 28, 1995
Schering-Plough Corporation
(Exact name of registrant as specified in its charter)
New Jersey 1-6571 22-1918501
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Giralda Farms, Madison, N.J. 07940
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 201-822-7000
<PAGE>
Item 5. Other events
On June 28, 1995, the Company completed the sale of its worldwide
contact lens business. The Company will account for the
divestiture of the contact lens business as discontinued
operations. In connection therewith, the Company recorded a
loss on disposal of approximately $156 million after tax.
Further information regarding the transaction is contained in a
June 29, 1995 press release issued by the Company. The press
release is filed as an exhibit to this report and is hereby
incorporated herein by reference.
Income statements for the first quarter of 1995, the four
quarters of 1994 and the years ended December 31, 1994 and 1993,
restated to report the contact lens business as discontinued
operations, are on the following pages.
<TABLE>
SCHERING-PLOUGH CORPORATI ON AND SUBSIDIARIES
1995 FIRST QUARTER STATEMENT OF CONSOLIDATED INCOME
(RESTATED AND UNAUDITED)
(Dollars in millions, except per share figures)
<CAPTION>
<S> <C>
Sales....................................... $1,224.2
Costs and expenses:
Cost of sales.............................. 235.8
Selling, general and administrative........ 455.8
Research and development................... 147.2
Other expense, net................. . . . . 8.0
846.8
Income before income taxes................... 377.4
Income taxes................................. 92.5
Income from continuing operations........... 284.9
Loss from discontinued operations............ (6.3)
Net income................................... $ 278.6
<FN>
Earnings per common share:*
Continuing operations....................... $1.53
Discontinued operations..................... (.03)
Total........................................ $1.50
* Presented on a pre-stock split basis.
Earnings per common share:**
Continuing operations....................... $ .77
Discontinued operations..................... (.02)
Total........................................ $ .75
** Restated for 2-for-1 stock split declared April 4, 1995,
distributed June 9, 1995.
</FN>
</TABLE>
<TABLE>
SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES
1994 QUARTERLY STATEMENTS OF CONSOLIDATED INCOME
(RESTATED AND UNAUDITED)
(Dollars in millions, except per share figures)
<CAPTION>
First Second Third Fourth Year
<S> <C> <C> <C> <C> <C>
Sales....................$1,132.9 $1,149.0 $1,095.2 $1,159.5 $4,536.6
Costs and expenses:
Cost of sales........... 233.2 227.4 206.3 239.9 906.8
Selling, general and
administrative......... 426.1 447.1 429.0 453.3 1,755.5
Research and
development............ 139.6 149.5 158.0 163.0 610.1
Other (income) expense,
net.................... (3.7) 15.7 2.3 23.2 37.5
795.2 839.7 795.6 879.4 3,309.9
Income before income
taxes................... 337.7 309.3 299.6 280.1 1,226.7
Income taxes............. 82.7 75.8 73.4 68.6 300.5
Income from continuing
operations.............. 255.0 233.5 226.2 211.5 926.2
Income (loss) from
discontinued operations. (1.8) 7.2 (1.9) (7.7) (4.2)
Net income...............$ 253.2 $ 240.7 $ 224.3 $ 203.8 $ 922.0
<FN>
Earnings per common share:*
Continuing operations... $1.32 $1.21 $1.18 $1.13 $4.84
Discontinued operations. (.01) .04 (.01) (.04) (.02)
Total.................... $1.31 $1.25 $1.17 $1.09 $4.82
* Presented on a pre-stock split basis.
Earnings per common share:**
Continuing operations... $ .66 $ .61 $ .59 $ .56 $2.42
Discontinued operations. (.01) .02 - (.02) (.01)
Total.................... $ .65 $ .63 $ .59 $ .54 $2.41
** Restated for 2-for-1 stock split declared April 4, 1995, distributed
June 9, 1995.
</FN>
</TABLE>
<TABLE>
SCHERING-PLOUGH CORPORATI ON AND SUBSIDIARIES
1993 STATEMENT OF CONSOLI DATED INCOME
(RESTATED AND UNAUDITED)
(Dollars in millions, except per share figures)
<CAPTION>
<S> <C>
Sales....................................... $4,229.1
Costs and expenses:
Cost of sales.............................. 862.4
Selling, general and administrative........ 1,698.5
Research and development................... 567.3
Other expense, net......................... 27.8
3,156.0
Income before income taxes................... 1,073.1
Income taxes................................. 257.5
Income from continuing operations........... 815.6
Income from discontinued operations ......... 9.4
Income before cumulative effect of
accounting change........................... 825.0
Cumulative effect of accounting change....... (94.2)
Net income................................... $ 730.8
<FN>
Earnings per common share:*
Continuing operations....................... $ 4.18
Discontinued operations..................... .05
Cumulative effect of accounting change...... (.48)
Total........................................ $ 3.75
* Presented on a pre-stock split basis.
Earnings per common share:**
Continuing operations....................... $ 2.09
Discontinued operations..................... .02
Cumulative effect of accounting change...... (.24)
Total........................................ $ 1.87
** Restated for 2-for-1 stock split declared April 4, 1995,
distributed June 9, 1995.
</FN>
</TABLE>
Item 7. Financial Statements and Exhibits
Exhibit 99 - Copy of the Company's June 29, 1995 press release.
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.
Schering-Plough Corporation
(Registrant)
Date June 30, 1995 By/s/ Thomas H. Kelly
Thomas H. Kelly
Vice President
and Controller
Exhibit 99
IMMEDIATELY
Schering-Plough Announces Sale Steve Galpin, Jr.
Of Wesley-Jessen Contact Lens Business (201) 822-7415
MADISON, N.J., June 29, 1995 -- Schering-Plough Corporation
today announced the sale of its Wesley-Jessen contact lens
business, based in Chicago, Ill., to WJ Acquisition Corp.
(WJAC), an affiliate of Bain Capital, Inc. of Boston, for $47.5
million in cash. Schering-Plough is restating prior years
financial results in order to report Wesley-Jessen as a
discontinued operation.
Robert P. Luciano, chairman and chief executive officer,
said the company decided to sell Wesley-Jessen after concluding
it was no longer a strategic fit and that the company would
better utilize its resources by concentrating on its primary
businesses, the research and marketing of prescription
pharmaceuticals and health care products.
"Schering-Plough's pharmaceutical operations, representing
80 percent of total company revenues, are performing extremely
well in nearly all major therapeutic and geographic markets,"
said Luciano, "and will continue to drive the company's growth."
Recalling remarks at his presentation last week to
analysts, Luciano said the company s solid results in the 1995
first quarter were continuing into the second quarter, which
will produce "stronger growth rates in sales and earnings."
Second quarter earnings per share from operations (including
Wesley-Jessen) are expected to increase by about 16 percent, he
added, while earnings per share from continuing operations
(excluding Wesley-Jessen) are expected to increase by
approximately 20 percent. Luciano noted that proceeds from the
divestiture and related current tax benefits will have a
positive effect of $85 million on the company's 1995 cash
position. For the year, he said that earnings per share on
continuing operations are expected to come in at slightly more
than $2.75, which would be $5.50 before the 2-for-1 stock split
distributed June 9.
Schering-Plough will incur a one-time, second quarter
charge for the disposal of Wesley-Jessen of approximately $156
million after tax. When restated to exclude Wesley-Jessen,
Schering-Plough s 1994 net income from continuing operations
totaled $926 million, with earnings per share of $4.84 ($2.42
after the 2-for-1 stock split), versus previously reported
results of $922 million in net income and $4.82 in earnings per
share ($2.41 post-stock split). First quarter 1995 net income
from continuing operations, as restated, totaled $285 million,
with earnings per share of $1.53 (77 cents post-stock split),
versus the previously reported net income of $279 million and
earnings per share of $1.50 (75 cents post-split).
Wesley-Jessen is engaged in the design, manufacture and
sale of color, toric and clear contact lenses, manufacturing
both conventional and disposable soft contact lenses. Wesley-
Jessen reported 1994 revenues of $120 million.
Merrill Lynch & Co. assisted Schering-Plough in the
transaction.
Schering-Plough is a research-based company engaged in the
discovery, development, manufacturing and marketing of
pharmaceutical and health care products worldwide.
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