-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bXBehc7L06H1ETodPphx5Bt83HdmSZ64sqsqEBdwbhYhuJitalIIIFXNJYNM9ACW EbIqPqA/P7LdII7/TmLuag== 0000310158-95-000015.txt : 199507030000310158-95-000015.hdr.sgml : 19950703 ACCESSION NUMBER: 0000310158-95-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950630 SROS: BSE SROS: CSE SROS: NYSE SROS: PHLX SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHERING PLOUGH CORP CENTRAL INDEX KEY: 0000310158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221918501 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06571 FILM NUMBER: 95551527 BUSINESS ADDRESS: STREET 1: ONE GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940-1000 BUSINESS PHONE: 2018227000 8-K 1 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 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. SCHERING-PLOUGH CORPORATI ON AND SUBSIDIARIES 1995 FIRST QUARTER STATEMENT OF CONSOLIDATED INCOME (RESTATED AND UNAUDITED) (Dollars in millions, except per share figures)
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 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.
SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES 1994 QUARTERLY STATEMENTS OF CONSOLIDATED INCOME (RESTATED AND UNAUDITED) (Dollars in millions, except per share figures)
First Second Third Fourth Year 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 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.
SCHERING-PLOUGH CORPORATI ON AND SUBSIDIARIES 1993 STATEMENT OF CONSOLI DATED INCOME (RESTATED AND UNAUDITED) (Dollars in millions, except per share figures)
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 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.
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 EX-99 2 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. # # # 29-695 -----END PRIVACY-ENHANCED MESSAGE-----