-----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, GmZTZqNmU9Pg4Vl3JNpgZbSbW0avuGP7FhO9eFxRtQkTcd3GjKf1BR7ZrgdJ4tav 8pOp2ECOpW/+31X6SfsN9Q== 0000950123-03-013080.txt : 20031124 0000950123-03-013080.hdr.sgml : 20031124 20031121193829 ACCESSION NUMBER: 0000950123-03-013080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031121 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031124 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: 031019333 BUSINESS ADDRESS: STREET 1: ONE GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940-1000 BUSINESS PHONE: 9738227000 8-K 1 y92033e8vk.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 Date of report (Date of earliest event reported): November 21, 2003 Schering-Plough Corporation (Exact Name of Registrant as Specified in Charter) New Jersey 1-6571 22-1918501 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 2000 Galloping Hill Road 07033 Kenilworth, NJ 07033 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (908) 298-4000 ================================================================================ Item 5. Other Events and Regulation FD Disclosure. Schering-Plough Corporation issued a press release titled "Schering-Plough Announces Pricing of Senior Notes Offering and Increase in Offering to $2.4 Billion" on November 21, 2003, and 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 titled "Schering-Plough Announces Pricing of Senior Notes Offering and Increase in Offering to $2.4 Billion" 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 21, 2003 Exhibit Index ------------- The following exhibits are filed with this 8-K: 99.1 Press release titled "Schering-Plough Announces Pricing of Senior Notes Offering and Increase in Offering to $2.4 Billion" EX-99.1 3 y92033exv99w1.txt PRESS RELEASE [SCHERING-PLOUGH LOGO] News Release Schering-Plough Corporation 2000 Galloping Hill Road Kenilworth, New Jersey 07033-0530 - -------------------------------------------------------------------------------- For Release: IMMEDIATELY Contact: Robert J. Consalvo (908) 298-7409 SCHERING-PLOUGH ANNOUNCES PRICING OF SENIOR NOTES OFFERING ---------------------------------------------------------- AND INCREASE IN OFFERING TO $2.4 BILLION ---------------------------------------- KENILWORTH, N.J., Nov. 21, 2003 - Schering-Plough Corporation (NYSE: SGP) today announced that it has agreed to sell $1.25 billion aggregate principal amount of 5.3% senior notes due 2013 and $1.15 billion aggregate principal amount of 6.5% senior notes due 2033 through an underwritten registered public offering. The senior notes are rated A3 with a stable outlook by Moody's, A+ on CreditWatch with negative implications by Standard and Poor's and A- with a negative outlook by Fitch. The offering is expected to close on November 26, 2003, subject to customary closing conditions. Merrill Lynch & Co. and Citigroup are acting as the joint book-running managers for the offering and may be contacted at 212-449-4916 and 212-723-6171, respectively. 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 November 7, 2003. Schering-Plough is a research-based company engaged in the discovery, development, manufacturing and marketing of pharmaceutical products worldwide. # # # -----END PRIVACY-ENHANCED MESSAGE-----