SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Schering-Plough Corporation
(Exact name of registrant as specified in its charter)
New Jersey 22-1918501
_________________________________________________________________
(State of incorporation or organization) (IRS Employer
Identification No.)
One Giralda Farms; Madison, New Jersey 07940-1000
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights New York Stock Exchange
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. []
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. []
Securities to be registered pursuant to Section 12(g) of the Act:
None
_________________________________________________________________
(Title of Class)
<PAGE>
Item 1. Description of Securities To Be Registered.
On July 25, 1989, the Board of Directors of Schering-
Plough Corporation (the "Company") declared a dividend of one
preferred share purchase right (a "Right") for each outstanding
Common share, par value $1 per share (the "Common Shares"), of the
Company. The dividend was paid on August 7, 1989 (the "Record
Date") to shareholders of record on that date. The description and
terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") dated as of July 25, 1989 between the Company
and The Bank of New York, as Rights Agent (the "Rights Agent"),
subject, however, to the adjustments referred to in the following
two paragraphs. (Each Right originally entitled the registered
holder to purchase from the Company one one-hundredth of a share of
Series A Junior Participating Preferred Stock, par value $1 per
share, of the Company at a price of $250 per one one-hundredth of
a Preferred Share (the "Purchase Price"), subject to adjustment.)
The Rights Agreement is attached hereto as Exhibit 1 and is
incorporated herein by reference. The press release (the "Press
Release") announcing the declaration of the Rights is attached
hereto as Exhibit 2 and is incorporated herein by reference.
On May 30, 1990, a two-for-one division of the Common
Shares of the Company was effected in the form of a 100% stock
distribution to holders of record of the issued and outstanding
Common Shares and with respect to the Common Shares held in the
Company's treasury, in each case, on May 4, 1990. As a result of
such stock distribution, certain adjustments were made with respect
to the Rights in accordance with the terms and provisions of the
Rights Agreement. A copy of the Certificate of Adjustment
delivered to the Rights Agent pursuant to Section 12 of the Rights
Agreement, setting forth such adjustments, is attached hereto as
Exhibit 3 and is incorporated herein by reference (the "First
Certificate of Adjustment").
On June 9, 1995, a two-for-one division of the Common
Shares of the Company will be effected in the form of a 100% stock
distribution to holders of record of the issued and outstanding
Common Shares and with respect to the Common Shares held in the
Company's treasury, in each case, on May 5, 1995. As a result of
such stock distribution, certain further adjustments are required
with respect to the Rights in accordance with the terms and
provisions of the Rights Agreement. A copy of the Certificate of
Adjustment delivered to the Rights Agent pursuant to Section 12 of
the Rights Agreement, setting forth such required adjustments, is
attached hereto as Exhibit 4 and is incorporated herein by
reference (the "Second Certificate of Adjustment").
The following description of the Rights reflects the
cumulative adjustments made by the First Certificate of Adjustment
and the Second Certificate of Adjustment, and the description of
the Preferred Shares (as defined herein) reflects corresponding
adjustments pursuant to the anti-dilution provisions of the
Preferred Shares.
Each Right entitles the registered holder to purchase
from the Company one four-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $1 per share (the
"Preferred Shares"), of the Company at an exercise price of $62.50.
Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial
ownership of 20% or more of the outstanding Common Shares or (ii)
10 business days (or such later date as may be determined by action
of the Board of Directors prior to such time as any Person becomes
an Acquiring Person) following the commencement of, or announcement
of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by
a person or group of 20% or more of such outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common
Share certificates outstanding as of the Record Date, by such
Common Share certificates with a copy of the Summary of Rights
attached thereto.
The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only
with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of the
Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date
and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on August 9, 1999 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or
unless the Rights are earlier redeemed or exchanged by the Company,
in each case as described below.
The Purchase Price payable, and the number of Preferred
Shares, or other securities or property, issuable upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Shares, (ii) upon
the grant to holders of the Preferred Shares of certain rights or
warrants to subscribe for or purchase Preferred Shares at a price,
or securities convertible into Preferred Shares with a conversion
price, less than the then current market price of the Preferred
Shares or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings
or dividends payable in Preferred Shares) or of subscription rights
or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
four-hundredths of a Preferred Share issuable upon exercise of each
Right are also subject to further adjustment if any of the
following occur: a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights
will not be redeemable. Each Preferred Share will be entitled to
a minimum preferential quarterly dividend payment of $1 per share
but will be entitled to an aggregate dividend of 400 times the
dividend declared per Common Share. In the event of liquidation,
the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 400 times the payment made per
Common Share. Each Preferred Share will have 400 votes, voting
together with the Common Shares. Finally, in the event of any
merger, consolidation or other transaction in which Common Shares
are exchanged, each Preferred Share will be entitled to receive 400
times the amount received per Common Share. These rights are
protected by customary anti-dilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one four-hundredth
interest in a Preferred Share purchasable upon exercise of each
Right should approximate the value of one Common Share.
In the event that the Company is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right will thereafter have
the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock
of the acquiring company which at the time of such transaction will
have a market value of two times the exercise price of the Right.
In the event that (i) any person or group of affiliated or
associated persons becomes the beneficial owner of 20% or more of
the outstanding Common Shares or (ii) during such time as there is
an Acquiring Person, there shall be a reclassi-fication of
securities or a recapitalization or re-organization of the Company
or other transaction or series of transactions involving the
Company which has the effect of increasing by more than 1% the
proportionate share of the outstanding shares of any class of
equity securities of the Company or any of its subsidiaries
beneficially owned by the Acquiring Person, proper provision shall
be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter
be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the
exercise price of the Right.
At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or
more of the outstanding Common Shares and prior to the acquisition
by such person or group of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one
Common Share, or one four-hundredth of a Preferred Share (or of a
share of a class or series of the Company's preferred stock having
equivalent rights, preferences and privileges), per Right (subject
to adjustment).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Preferred Shares will be issued (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share, which
may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, a payment in cash will be made based
on the market price of the Preferred Shares on the last trading day
prior to the date of exercise.
At any time prior to the acquisition by a person or group
of affiliated or associated persons of beneficial ownership of 20%
or more of the outstanding Common Shares, the Board of Directors of
the Company may redeem the Rights in whole, but not in part, at a
price of $.0025 per Right (the "Redemption Price"). The redemption
of the Rights may be made effective at such time on such basis with
such conditions as the Board of Directors in its sole discretion
may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the
Rights, including an amendment to lower certain thresholds
described above to not less than the greater of (i) any percentage
greater than the largest percentage of the outstanding Common
Shares then known to the Company to be beneficially owned by any
person or group of affiliated or associated persons and (ii) 10%,
except that from and after such time as any person or group of
affiliated or associated persons becomes an Acquiring Person no
such amendment may adversely affect the interests of the holders of
the Rights.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group that
attempts to acquire the Company on terms not approved by the
Company's Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may
be redeemed by the Company at the Redemption Price prior to the
time that a person or group has acquired beneficial ownership of
20% or more of the Common Shares.
The foregoing description of the Rights is qualified in its
entirety by reference to the Rights Agreement, the Press Release,
the First Certificate of Amendment and the Second Certificate of
Amendment, each of which is attached hereto as an Exhibit and is
incorporated herein by reference.
Item 2. Exhibits.
1. Rights Agreement dated as of July 25, 1989 between
Schering-Plough Corporation and The Bank of New York, as Rights
Agent, which includes the form of Certificate of Amendment of the
Certificate of Incorporation, setting forth the terms of the Series
A Junior Participating Preferred Stock, par value $1 per share, as
Exhibit A, the form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Shares as Exhibit C
(previously filed). Pursuant to the Rights Agreement, printed
Right Certificates will not be mailed until as soon as practicable
after the earlier of the tenth day after public announcement that
a person or group has acquired beneficial ownership of 20% or more
of the Common Shares or the tenth business day (or such later date
as may be determined by action of the Board of Directors) after a
person commences, or announces its intention to commence, a tender
offer or exchange offer the consummation of which would result in
the beneficial ownership by a person or group of 20% or more of the
Common Shares.
2. Press release dated July 25, 1989 (previously
filed).
3. Certificate of Adjustment dated April 27, 1990,
delivered by Schering-Plough Corporation to The Bank of New York,
as Rights Agent, on April 27, 1990 (previously filed).
4. Certificate of Adjustment dated June 1, 1995,
delivered by Schering-Plough Corporation to The Bank of New York,
as Rights Agent, on June 5, 1995 (filed with this document).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: June 8, 1995
SCHERING-PLOUGH CORPORATION
By s/Thomas H. Kelly
Thomas H. Kelly
Vice President and Controller
19688-1
<PAGE>
CERTIFICATE OF ADJUSTMENT
Pursuant to Section 12 of the Rights Agreement (the
"Rights Agreement"), dated as of July 25, 1989, between Schering-
Plough Corporation (the "Company") and The Bank of New York, as
Rights Agent, the Company hereby certifies as follows:
At its April 4, 1995 meeting, the Company's Board of
Directors declared a two-for-one division of the Company's Common
Shares, par value $1 per share (the "Common Shares"), to be
effected in the form of a 100% stock distribution (the "Distribu-
tion") payable on June 9, 1995, to holders of record of the Common
Shares at the close of business on May 5, 1995.
The following adjustments shall be effected as of June 9,
1995 pursuant to the terms of the Rights Agreement:
(i) Number of Shares per Right. Pursuant to Section
11(n) of the Rights Agreement, each Right shall thereafter entitle
the holder thereof to purchase one four-hundredth of a share of the
Company's Series A Junior Participating Preferred Stock, par value
$1 per share at an exercise price of $62.50, upon proper exercise
of such Right, subject to further adjustment in accordance with the
terms of the Rights Agreement.
(ii) Number of Rights. Pursuant to Section 11(n) of
the Rights Agreement, one new Right will be issued with respect to
each Common Share issued in the Distribution. Each Common Share
certificate outstanding after the Distribution will represent the
same number of Rights as Common Shares.
(iii) Redemption Price. Pursuant to Section 23(a) of
the Rights Agreement, the Redemption Price shall be adjusted from
$.005 to $.0025 per Right.
Dated this 1st day of June, 1995.
SCHERING-PLOUGH CORPORATION
By: s/Kevin A. Quinn
Kevin A. Quinn, Secretary
19688-1
