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)
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
three 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 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 5, 1995. 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 4 and is incorporated herein by reference (the
"Second Certificate of Adjustment").
On June 3, 1997, 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 2, 1997. 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 5 and is incorporated herein by
reference (the "Third Certificate of Adjustment").
The following description of the Rights reflects the
cumulative adjustments made by the First Certificate of
Adjustment, the Second Certificate of Adjustment, and the Third
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 eight-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
$31.25.
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 eight-
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 800 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 800 times the payment made
per Common Share. Each Preferred Share will have 800 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 800 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 eight-
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 eight-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 $.00125 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 Adjustment, the Second Certificate of
Adjustment, and the Third Certificate of Adjustment, 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 (previously filed).
5. Certificate of Adjustment dated April 25, 1997,
delivered by Schering-Plough Corporation to The Bank of
New York, as Rights Agent, on April 25, 1997 (filed with
this amendment).
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: May 3, 1997
SCHERING-PLOUGH CORPORATION
By /s/Thomas H. Kelly
Thomas H. Kelly
Vice President and Controller
26777-1
EXHIBIT 5
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 22, 1997 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 3, 1997, to holders of record of the
Common Shares at the close of business on May 2, 1997.
The following adjustments shall be effected as of June 3,
1997 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 eight-hundredth of a
share of the Company's Series A Junior Participating Preferred
Stock, par value $1 per share, 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
$.0025 to $.00125 per Right.
Dated this 25th day of April, 1997.
SCHERING-PLOUGH CORPORATION
By: /s/ William J. Silbey
William J. Silbey, Secretary
