-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UBBrg2og4NarOW21IFNspEf+XccLZ7q2tTFRP4PwR+WwJ3pA+6BlefafL3vj7fed +NX018cv9N2cWJydsR9XQg== 0000950123-03-012405.txt : 20031112 0000950123-03-012405.hdr.sgml : 20031111 20031110193455 ACCESSION NUMBER: 0000950123-03-012405 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031110 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031112 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: 03990010 BUSINESS ADDRESS: STREET 1: ONE GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940-1000 BUSINESS PHONE: 9738227000 8-K 1 y91590e8vk.txt FORM 8-K 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 10, 2003 Date of Report (Date of Earliest Event Reported) Schering-Plough Corporation (Exact name of registrant as specified in its charter) New Jersey 1-6571 22-1918501 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 2000 Galloping Hill Road Kenilworth, NJ 07033 (Address of principal executive offices, including Zip Code) (908) 298-4000 (Registrant's telephone number, including area code) Item 5. Other Events and Regulation FD Disclosure Standard & Poor's Ratings Services issued a press release on November 10, 2003 titled "Schering-Plough Corp. Ratings Placed on CreditWatch Negative." The press release is attached to this 8-K as Exhibit 99.1. Item 7. Financial Statements and Exhibits (c) Exhibits. The following exhibit is filed with this 8-K: 99.1 Press Release issued by Standard & Poor's Ratings Services on November 10, 2003 titled "Schering-Plough Corp. Ratings Placed on CreditWatch Negative." 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 10, 2003 Exhibit Index The following exhibit is filed with this 8-K: 99.1 Press Release issued by Standard & Poor's Ratings Services on November 10, 2003 titled "Schering-Plough Corp. Ratings Placed on CreditWatch Negative." EX-99.1 3 y91590exv99w1.txt PRESS RELEASE Exhibit 99.1 STANDARD & POOR'S RATINGSDIRECT RESEARCH: Return to Regular Format ------------------------ SCHERING-PLOUGH CORP. RATINGS PLACED ON CREDITWATCH NEGATIVE PUBLICATION DATE: 10-Nov-2003 CREDIT ANALYST: David Lugg, New York (1)212-438-7845; Michael J Kaplan, New York (1)212-438-7842 NEW YORK (Standard & Poor's) Nov. 10, 2003--Standard & Poor's Ratings Services today placed its 'A+' long-term and 'A-1' short-term corporate credit ratings on Kenilworth, N.J.-based pharmaceutical company Schering-Plough Corp. on CreditWatch with negative implications. "The listing reflects increasing doubt that the company can restore its business profile to one consistent with an 'A+' rating," said Standard & Poor's credit analyst David Lugg. The past several months have witnessed a steady downpour of disappointments and charges, highlighted by the continued rapid erosion in its key Intron franchise. Following the loss of patent protection on lead product Claritin, Schering-Plough had counted on continued strong sales of its Rebetol combination of Intron and Ribavirin for treating Hepatitis C to sustain earnings and cash flow. However, a competing product, aggressively marketed by Hoffmann-La Roche, has taken a substantial share of the market and Intron sales have plummeted, declining 43% in the third quarter alone. The growth in other drugs is not, at this point, great enough to offset these precipitous declines. In particular, promising cholesterol reducer Zetia is only newly launched into an increasingly competitive marketplace, with a more promising follow-on combination product still in clinical development. Moreover, the company has increased litigation reserves related to investigations into the company's marketing, sales, and clinical trial practices. To preserve cash and improve profitability, the company has taken several prudent steps, including cutting the dividend dramatically, embarking on a cost containment program as well as reducing headcount. Nonetheless, the company believes that turning the company around will be "a long haul". In the face of this combination of developments, Standard & Poor's has greater concern that the company will be able to maintain its hallmark conservative financial profile throughout this period of change. The possibility exists that the long-term rating may be lowered more than one notch. Standard & Poor's expects to review management's plans for coping with its growing list of challenges in resolving the CreditWatch situation. Michael Kaplan - -------------- Managing Director, Industrial Ratings Team Leader, Health Care Standard & Poor's http://www.sandp.com/ - --------------------------------------- 55 Water Street, 39th Floor New York, NY 10041 Phone: 212-438-7842 Fax: 212-438-7873 -----END PRIVACY-ENHANCED MESSAGE-----