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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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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 November 19, 2003 Date of Report (Date of Earliest Event Reported) (Exact name of registrant as specified in its charter) (State or other jurisdiction (Commission File Number) (IRS Employer (Address of principal executive offices, including Zip Code) (908) 298-4000
of incorporation)
Identification Number)
Item 5. Other Events and Regulation FD Disclosure
Schering-Plough Corporation today issued a press release announcing it that it intends to raise $1.75 billion through an underwritten registered public offering of senior notes. The press release is attached to this 8-K as Exhibit 99.1.
In addition, on November 14, 2003, Schering-Plough received notice that the U.S. Securities and Exchange Commission (SEC) had issued a formal order to investigate compliance by Polish subsidiaries of certain pharmaceutical companies with the U.S. Foreign Corrupt Practices Act of 1977. The staff had previously requested voluntary production of documents related to our Polish subsidiary, and we are continuing to cooperate with the SEC in responding to this inquiry.
Item 7. Financial Statements and Exhibits
(c) Exhibits. The following exhibit is filed with this 8-K:
99.1 Press Release titled "SCHERING-PLOUGH TO RAISE $1.75 BILLION FROM SALE OF SENIOR NOTES"
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
By:/s/Thomas H. Kelly
Thomas H. Kelly
Vice President and Controller
Date: November 19, 2003
Exhibit Index
The following exhibit is filed with this 8-K:
99.1 Press Release titled "SCHERING-PLOUGH TO RAISE $1.75 BILLION FROM SALE OF SENIOR NOTES"
Exhibit 99.1
SCHERING-PLOUGH PRESS RELEASE
SCHERING-PLOUGH TO RAISE $1.75 BILLION FROM SALE OF SENIOR NOTES
KENILWORTH, N.J., Nov. 19, 2003 -- Schering-Plough Corporation (NYSE: SGP) today announced that it intends to raise $1.75 billion through an underwritten registered public offering of senior notes.
The offering is being made through an underwriting syndicate in which Merrill Lynch & Co. and Citigroup will act as the joint book-running managers. Copies of the preliminary prospectus relating to the offering may be obtained by contacting Merrill Lynch at 212-449-4916 or Citigroup at 212-723-6171.
This announcement is neither an offer to sell nor the solicitation of an offer to buy the senior notes or any other securities and shall not constitute an offer, solicitation or sale, nor shall there be any sale, in any jurisdiction in which such offer, solicitation or sale is unlawful.
DISCLOSURE NOTICE: This release contains forward-looking statements about Schering-Plough's intention to raise funds from the sale of senior notes which statements are indicated by the words "will," "plan," "expect" and similar expressions. Such forward-looking statements are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on such statements, which speak only as of the date on which they are made. The company undertakes no obligation to update or revise such forward-looking statements. For a discussion of risks and uncertainties that may cause actual results to vary from forward looking statements, see Schering-Plough's filings with the Securities and Exchange Commission, including the third quarter 2003 10-Q filed Nov. 7, 2003.
Schering-Plough is a research-based company engaged in the discovery, development, manufacturing and marketing of pharmaceutical products worldwide.
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Media: Robert J. Consalvo (908) 298-7409
Investors: Lisa W. DeBerardine (908) 298-7437
/NOTE TO EDITORS: Schering-Plough press releases are available
on the company's Web site at http://www.schering-plough.com
Schering-Plough press releases are also available on PRNewswire's Web site at http://www.prnewswire.com/comp/777050.html/
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