SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-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 to be
so registered which each class is to be
registered
Preferred Share Purchase Rights New York Stock Exchange
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") redeemed, effective as of July 10, 1997,
all of the outstanding rights (the "Existing Rights") to purchase
shares of Series A Junior Participating Preferred Stock, par value
$1.00 per share, issued pursuant to the Rights Agreement, dated as
of July 25, 1989, between the Company and the Bank of New York, at a
redemption price of $.00125 per Existing Right (such price to be
paid on July 30, 1997), and, in conjunction therewith, declared a
dividend of one preferred share purchase right (a "New Right") for
each share of common stock, par value $1.00 per share (the "Common
Shares"), of the Company outstanding at the close of business on
July 10, 1997 (the "Record Date") to the stockholders of record on
that date. Each New Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of Series A
Junior Participating Preferred Stock, par value $1.00 per share (the
"Preferred Shares"), 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 New Rights are set
forth in a Rights Agreement (the "New Rights Agreement"), dated as
of June 24, 1997, between the Company and The Bank of New York, as
Rights Agent (the "Rights Agent").
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") have 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 the
outstanding Common Shares (the earlier of such dates being called
the "Distribution Date"), the New Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of
the Record Date, by such Common Share certificate with a copy of the
Summary of New Rights attached thereto.
The New Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of the New
Rights), the New Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier redemption
or expiration of the New Rights), new Common Share certificates
issued after the Record Date upon transfer or new issuance of Common
Shares will contain a notation incorporating the New Rights
Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the New 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
New Rights being attached thereto, will also constitute the transfer
of the New Rights associated with the Common Shares represented by
such certificate. As soon as practicable following the Distribution
Page 2 of 7
Date, separate certificates evidencing the New 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 New Rights.
The New Rights are not exercisable until the Distribution
Date. The New Rights will expire on July 10, 2007 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or
unless the New 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 New 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 (ex-
cluding 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 New Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each
New Right are also subject to adjustment in the event of 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 New
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 100 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 100 times the payment
made per Common Share. Each Preferred Share will have 100 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 100 times the amount received per Common Share. These
rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth
interest in a Preferred Share purchasable upon exercise of each New
Right should approximate the value of one Common Share.
Page 3 of 7
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 New Right will thereafter have the right to
receive, upon the exercise thereof at the then current exercise
price of the New 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 New 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 New Right, other than New 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 New 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 New Rights (other than New Rights owned
by such person or group which will have become void), in whole or in
part, at an exchange ratio of one Common Share, or one one-hundredth
of a Preferred Share (or of a share of a class or series of the Com-
pany's preferred stock having equivalent rights, preferences and
privileges), per New 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, an adjustment 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 New Rights in whole, but not in part, at
a price of $.01 per New Right (the "Redemption Price"). The
redemption of the New 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 New Rights, the right to exercise the New Rights will terminate
and the only right of the holders of New Rights will be to receive
the Redemption Price.
The terms of the New Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the
New 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
Page 4 of 7
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 New Rights.
Until a New Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company, in-
cluding, without limitation, the right to vote or to receive
dividends.
The New Rights have certain anti-takeover effects. The New
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 New Rights being acquired.
The New Rights should not interfere with any merger or other busi-
ness combination approved by the Board of Directors since the New
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 New Rights Agreement is
qualified in its entirety by reference to the full text of the New
Rights Agreement, which is attached hereto as Exhibit 1 and
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
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 Certificate of Incorporation, setting
forth the terms of the Series A Junior Participating
Preferred Stock, par value $1.00 per share, as Exhibit
C. 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.
Page 5 of 7
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 30, 1997
SCHERING-PLOUGH CORPORATION
By /s/ E. Kevin Moore
E. Kevin Moore
Vice President and Treasurer
Page 6 of 7
EXHIBIT LIST
1. Rights Agreement, dated as of June 24,
1997, between Schering-Plough
Corporation and The Bank of New York
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 Certificate of
Incorporation, setting forth the terms
of the Series A Junior Participating
Preferred Stock, par value $1.00 per
share, as Exhibit C. 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.
Page 7 of 7