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 June 24, 1997, 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 July 10, 1997 (the "Record
Date") to shareholders of record on that date. 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 $200 per one one-hundredth of a Preferred
Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") dated as of June 24, 1997
between the Company and The Bank of New York, as Rights Agent
(the "Rights Agent"). The Rights Agreement is attached hereto as
Exhibit 1 and is incorporated herein by reference.
On December 2, 1998, 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 November 6,
1998. As a result of such stock distribution, certain 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 2 and is
incorporated herein by reference (the "Certificate of
Adjustment").
The following description of the Rights reflects the
adjustments made by the 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 two-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 $100.
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 or
group of affiliated persons 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 (or earlier redemption or expiration of the Rights), 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 July 10, 2007 (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 two-
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 200 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 200 times the payment made
per Common Share. Each Preferred Share will have 200 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 200 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 two-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 after a person or
group has become an Acquiring Person, 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 any person or group of
affiliated or associated persons becomes an 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 any person or group becomes an Acquiring
Person 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 two-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 $.005 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) the sum of
.001% and 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 stockholder 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 full text of the Rights Agreement
and the 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 June 24, 1997 between
Schering-Plough Corporation and The Bank of New York, as Rights
Agent, which includes the form of Right Certificate as Exhibit A,
the Summary of Rights to Purchase Preferred Shares as Exhibit B,
and 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
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. Certificate of Adjustment dated September 25, 1998,
delivered by Schering-Plough Corporation to The Bank of New York,
as Rights Agent, on September 25, 1998 (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: October 1, 1998
SCHERING-PLOUGH CORPORATION
By:/s/ Thomas H. Kelly
Thomas H. Kelly
Vice President and Controller
38015-1.DOC
Exhibit 2
CERTIFICATE OF ADJUSTMENT
Pursuant to Section 12 of the Rights Agreement (the "Rights
Agreement"), dated as of June 24, 1997, between Schering-Plough
Corporation (the "Company") and The Bank of New York, as Rights
Agent, the Company hereby certifies as follows:
At its September 22, 1998 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 December 2, 1998, to holders of record of the
Common Shares at the close of business on November 6, 1998.
The following adjustments shall be effected to reflect the
Distribution as of December 2, 1998 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 two-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
$.01 to $.005 per Right.
Dated this 24th day of September, 1998.
SCHERING-PLOUGH CORPORATION
By:/s/ William J. Silbey
William J. Silbey, Secretary
