As filed with the Securities and Exchange Commission on May 13, 2003
Registration No. 333-102970
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------------------
SCHERING-PLOUGH CORPORATION
(Exact name of registrant as specified in its charter)
---------------------------
NEW JERSEY 22-1918501
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2000 GALLOPING HILL ROAD
KENILWORTH, NJ 07033
(908) 298-4000
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
---------------------------
JOSEPH J. LAROSA, ESQ.
STAFF VICE PRESIDENT, SECRETARY AND ASSOCIATE GENERAL COUNSEL
2000 GALLOPING HILL ROAD
KENILWORTH, NJ 07033
(908) 298-4000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
---------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
|_|
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
======================================================================================================================
TITLE OF EACH CLASS OF SECURITIES PROPOSED MAXIMUM AGGREGATE
TO BE REGISTERED OFFERING PRICE (1)(2) AMOUNT OF REGISTRATION FEE (3)
------------------------------------------- --------------------------------- ----------------------------------------
Debt Securities $2,000,000,000 $161,800
======================================================================================================================
(1) Estimated pursuant to Rule 457(o) solely for purposes of calculating
the registration fee.
(2) If any debt securities are issued at original issue discount, such
greater amount as shall result in net proceeds of $2,000,000,000 to
the registrant.
(3) A filing fee in the amount of $184,000 was paid in connection with the
original filing of the Registration Statement on Form S-3 on February
5, 2003.
---------------------------
THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
SUBJECT TO COMPLETION, DATED MAY 13, 2003
PROSPECTUS
$2,000,000,000
SCHERING-PLOUGH CORPORATION
DEBT SECURITIES
-------------
Schering-Plough Corporation may from time to time issue up to a total
of $2,000,000,000 of debt securities. The specific terms of the debt securities
we offer for sale will be contained in one or more supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest. As used in this prospectus, the terms "we," "us," "our," and "the
company" refer to Schering-Plough Corporation, unless the context clearly
indicates otherwise.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------
We may sell securities to or through dealers, underwriters or agents.
The names of any dealers, underwriters or agents involved in the sale of any
securities will be set forth in the prospectus supplement covering the sale of
those securities.
-------------
The date of this Prospectus is , 2003
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer and sale is not permitted.
TABLE OF CONTENTS
PAGE
About This Prospectus.......................................................2
Where You Can Find More Information.........................................3
Cautionary Factors that May Affect Future Results...........................4
The Company.................................................................7
Ratio of Earnings to Fixed Charges..........................................8
Use of Proceeds.............................................................8
Description of Securities...................................................9
Plan of Distribution.......................................................19
Validity of Securities.....................................................21
Experts....................................................................21
ABOUT THIS PROSPECTUS
The information contained in this prospectus is not complete and may be
changed. You should rely only on the information provided in or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front cover of those documents.
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission (SEC) using a "shelf" registration
process. Under this shelf registration process, we may sell any combination of
the securities described in this prospectus in one or more offerings up to a
total amount of $2,000,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we issue securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that specific offering. The prospectus supplement may also
add to or update other information contained in this prospectus. The prospectus
supplement may also contain information about any material federal income tax
considerations relating to the securities described in the prospectus
supplement. You should read both this prospectus and the accompanying prospectus
supplement together with additional information described under "Where You Can
Find More Information."
2
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference room in Washington, D.C.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Such information may also be inspected at The New York Stock
Exchange, 20 Broad Street, New York, New York 10005. You can also find
information about us by visiting our website at www.schering-plough.com.
Information on our website does not form part of this prospectus.
The SEC allows us to incorporate by reference the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended, until we complete our offerings of the
securities:
o Annual report on Form 10-K for the year ended December 31, 2002;
o Quarterly report on Form 10-Q for the quarter ended March 31,
2003; and
o the Registrant's Current Reports on Form 8-K dated January 10,
2003; January 21, 2003; January 23, 2003; February 7, 2003;
February 25, 2003; March 5, 2003; March 31, 2003; April 21, 2003;
and May 13, 2003.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address.
Investor Relations
Schering-Plough Corporation
2000 Galloping Hill Road
Kenilworth, NJ 07033
Telephone: (908) 298-4000
3
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
This prospectus and other written reports and oral statements made from
time to time by the company may contain "forward-looking statements" within the
meaning of the Securities Litigation Reform Act of 1995. Forward-looking
statements relate to expectations or forecasts of future events. They use words
such as "anticipate," "believe," "could," "estimate," "expect," "forecast,"
"project," "intend," "plan," "potential," "will," and other words and terms of
similar meaning in connection with a discussion of potential future events,
circumstances or future operating or financial performance. You can also
identify forward-looking statements by the fact that they do not relate strictly
to historical or current facts.
In particular, forward-looking statements include statements relating
to future actions, prospective products, the status of product approvals, future
performance or results of current and anticipated products, sales efforts,
development programs, expenses, the outcome of contingencies such as litigation
and investigations, growth strategy and financial results.
Any or all of our forward-looking statements here or in other
publications may turn out to be wrong. Our actual results may vary materially,
and there are no guarantees about the performance of Schering-Plough stock. The
company does not assume the obligation to update any forward-looking statement.
You should carefully consider any forward-looking statement and should
understand that many factors could cause actual results to differ from the
company's forward-looking statements. These factors include inaccurate
assumptions and a broad variety of other risks and uncertainties, including some
that are known and some that are not. Although it is not possible to predict or
identify all such factors, they may include the following:
o A significant portion of net sales are made to major
pharmaceutical and health care products distributors and major
retail chains in the United States. Consequently, net sales and
quarterly growth comparisons may be affected by fluctuations in
the buying patterns of major distributors, retail chains and
other trade buyers. These fluctuations may result from
seasonality, pricing, wholesaler buying decisions or other
factors.
o Competitive factors, including technological advances attained by
competitors, patents granted to competitors, new products of
competitors coming to the market, new indications for competitive
products or generic prescription or over-the-counter (OTC)
competition as the company's products mature and patents expire
on products.
o Increased pricing pressure both in the United States and abroad
from managed care organizations, institutions and government
agencies and programs. In the United States, among other
developments, consolidation among customers may increase pricing
pressures and may result in various customers having greater
influence over prescription decisions through formulary decisions
and other policies.
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o Government laws and regulations (and changes in laws and
regulations) affecting domestic and international operations and
the enforcement thereof including, among other laws and
regulations, those resulting from healthcare reform initiatives
in the United States at the state and federal level and in other
countries, as well as laws and regulations relating to trade,
antitrust, monetary and fiscal policies, taxes, price controls
and possible nationalization.
o Patent positions can be highly uncertain and patent disputes are
not unusual. An adverse result in a patent dispute can preclude
commercialization of products or negatively impact sales of
existing products or result in injunctive relief and payment of
financial remedies.
o Uncertainties of the Food and Drug Administration (FDA) approval
process and the regulatory approval processes of non-U.S.
countries, including, without limitation, delays in approval of
new products.
o Failure to meet Good Manufacturing Practices established by the
FDA and other governmental authorities can result in delays in
the release of products, seizure or recall of products,
suspension or revocation of the authority necessary for the
production and sale of products, fines and other civil or
criminal sanctions. The resolution of manufacturing issues with
the FDA discussed in information that is incorporated by
reference in this prospectus are subject to substantial risks and
uncertainties. These risks and uncertainties, including the
timing, scope and duration of a resolution of the manufacturing
issues, will depend on the ability of the company to assure the
FDA of the quality and reliability of its manufacturing systems
and controls, and the extent of remedial and prospective
obligations undertaken by the company.
o Difficulties in product development. Pharmaceutical product
development is highly uncertain. Products that appear promising
in development may fail to reach market for numerous reasons.
They may be found to be ineffective or to have harmful side
effects in clinical or pre-clinical testing, they may fail to
receive the necessary regulatory approvals, they may turn out not
to be economically feasible because of manufacturing costs or
other factors or they may be precluded from commercialization by
the proprietary rights of others.
o Efficacy or safety concerns with respect to marketed products,
whether or not scientifically justified, leading to recalls,
withdrawals or declining sales.
o Major products such as CLARITIN, CLARINEX, INTRON A, PEG-INTRON,
REBETOL Capsules and NASONEX accounted for a material portion of
the company's 2002 revenues. If any major product were to become
subject to a problem such as loss of patent protection, OTC
availability (as is the case for CLARITIN and its current and
potential OTC competition), previously unknown side effects, or
if a new, more effective treatment should be introduced; or if
the product is
5
discontinued for any reason, the impact on revenues could be
significant. Further such information about important new
products such as ZETIA or other important products in our
pipeline may impact future revenues.
o Legal factors, including product liability claims and other
litigation, government investigations, patent disputes with
competitors and environmental concerns, any of which could
preclude commercialization of products or negatively affect the
profitability of existing products.
o Economic factors over which the company has no control, including
changes in inflation, interest rates and foreign currency
exchange rates.
o Instability, disruption or destruction in a geographic region
important to us - due to the location of our manufacturing
facilities, distribution facilities or customers - regardless of
cause, including war, terrorism, riot, civil insurrection or
social unrest; and natural or man-made disasters, including
Severe Acute Respiratory Syndrome (SARS), famine, flood, fire,
earthquake and storm.
o Changes in tax laws including changes related to taxation of
foreign earnings.
o Changes in accounting standards promulgated by the American
Institute of Certified Public Accountants, the Financial
Accounting Standards Board or the Securities and Exchange
Commission that would require a significant change to the
company's accounting practices.
6
THE COMPANY
As a worldwide, research-based pharmaceutical company, we and our
subsidiaries are engaged in the discovery, development, manufacturing and
marketing of new therapies and treatment programs that can improve people's
health and extend their lives.
Our and our subsidiaries' primary business involves prescription
products in core product categories, including:
o Allergy and respiratory;
o Anti-infective and anticancer;
o Cardiovasculars;
o Dermatologicals; and
o Central nervous system and other disorders.
We, through various subsidiaries, also have a global animal health
business and leading consumer brands of foot care, over-the-counter and sun care
products.
All references to "we," "us," "our" and "the company" in this
prospectus refer to Schering-Plough Corporation, unless the context clearly
indicates otherwise.
Our principal executive offices are located at 2000 Galloping Hill
Road, Kenilworth, NJ 07033, and our telephone number is (908) 298-4000. We were
incorporated in New Jersey in 1970.
7
RATIO OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges for the three
months ended March 31, 2003 and for each of the fiscal years ended December 31,
1998 through 2002 is set forth below. For the purpose of computing these ratios,
"earnings" consist of income before income taxes and fixed charges (other than
capitalized interest). "Fixed charges" consist of interest expense, capitalized
interest and one-third of rentals which we believe to be a reasonable estimate
of the interest component within leases. The ratio was calculated by dividing
the sum of the fixed charges into the sum of the earnings before taxes and fixed
charges.
(Unaudited)
Three Months Year Ended December 31,
Ended -----------------------
March 31, 2003 2002 2001 2000 1999 1998
-------------- ---- ---- ---- ---- ----
Ratio of earnings to fixed
charges..................... 10 33 29 37 45 50
USE OF PROCEEDS
Unless the applicable prospectus supplement indicates otherwise, we
intend to use net proceeds from the sale of the securities for general corporate
purposes, including the refinancing of short-term debt. We may temporarily
invest funds that are not immediately needed for these purposes.
8
DESCRIPTION OF SECURITIES
The debt securities covered by this prospectus will be our direct
unsecured obligations. The securities will be issued in one or more series under
an indenture to be entered into between us and The Bank of New York, as trustee.
This prospectus briefly outlines some of the indenture provisions. The
following summary of the material provisions of the indenture is qualified in
its entirety by the provisions of the indenture, including definitions of
certain terms used in the indenture. Wherever we refer to particular sections or
defined terms of the indenture, those sections or defined terms are incorporated
by reference in this prospectus or prospectus supplement. You should review the
indenture that is filed as an exhibit to the registration statement for
additional information.
In addition, the material specific financial, legal and other terms as
well as federal income tax consequences particular to securities of each series
will be described in the prospectus supplement relating to the securities of
that series.
GENERAL
The securities will rank equally with all of our other unsecured and
unsubordinated debt. Any of our secured indebtedness will rank ahead of the debt
securities. Also, we conduct operations primarily through our subsidiaries and
substantially all of our consolidated assets are held by our subsidiaries.
Accordingly, our cash flow and our ability to meet our obligations under the
debt securities will be largely dependent on the earnings of our subsidiaries
and the distribution or other payment of these earnings to us in the form of
dividends or loans or advances and repayment of loans and advances from us. Our
subsidiaries are separate and distinct legal entities and have no obligation to
pay the amounts which will be due on our debt securities or to make any funds
available for payment of amounts which will be due on our debt securities.
Because we are a holding company, our obligations under our debt securities will
be effectively subordinated to all existing and future liabilities of our
subsidiaries, including, for example, the interest rate swap contracts described
in the discussion of cash management strategies in the "Liquidity and Financial
Resources" section of the Annual Report on Form 10-K for the year ended December
31, 2002. Therefore, our rights, and the rights of our creditors, including the
rights of the holders of the debt securities to participate in any distribution
of assets of any of our subsidiaries, if such subsidiary were to be liquidated
or reorganized, is subject to the prior claims of the subsidiary's creditors. To
the extent that we may be a creditor with recognized claims against our
subsidiaries, our claims will still be effectively subordinated to any security
interest in, or mortgages or other liens on, the assets of the subsidiary that
are senior to us.
The indenture does not limit the amount of debt we may issue under the
indenture or otherwise. We may issue the securities in one or more series with
the same or various maturities, at par or a premium or with original issue
discount. We may reopen a previous issue of securities and issue additional
securities of the series.
9
The prospectus supplement relating to any securities being offered will
include specific terms relating to the offering. These terms will include, among
other terms, some or all of the following:
o the title and type of the debt securities;
o the total principal amount of the debt securities;
o the percentage of the principal amount at which the debt
securities will be issued and any payments due if the maturity of
the debt securities is accelerated;
o the date or dates on which the principal of the debt securities
will be payable;
o the interest rate or rates, if any, which the debt securities
will bear, the date or dates from which any interest will accrue,
the interest payment dates for the debt securities and the
regular record date for any interest payable on any interest
payment date;
o any optional or mandatory redemption periods;
o any sinking fund or other provisions that would obligate us to
repurchase or otherwise redeem the debt securities;
o whether the debt securities will be denominated in, and whether
the principal of and any premium and any interest on the debt
securities will be payable in, U.S. dollars or any foreign
currency or foreign currency units;
o any index or other special method we will use to determine the
amount of principal or any premium or interest we will pay on the
debt securities of the series;
o whether the debt securities are to be issued in individual
certificates to each holder or in the form of global securities
held by a depositary on behalf of holders;
o any addition to, or modification or deletion of, any event of
default or any covenant specified in the indenture;
o any special tax implications of the debt securities, including
provisions for original issue discount securities, if offered;
and
o any other specific terms of the debt securities.
The prospectus supplement relating to the securities of the series will
be attached to the front of this prospectus.
We may in the future issue debt securities other than the debt
securities described in this prospectus. There is no requirement that any other
debt securities that we issue be issued under the indenture. Thus, any other
debt securities that we may issue may be issued under other indentures or
documentation, containing provisions different from those included in the
indenture or applicable to one or more issues of the debt securities described
in this prospectus.
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CONSOLIDATION, MERGER OR SALE
Under the indenture, we have agreed not to consolidate with or merge
into any other corporation or convey or transfer or lease substantially all of
our properties and assets to any person, unless:
o the person is a corporation or limited liability company
organized and validly existing under the laws of the United
States or any state thereof or the District of Columbia;
o the successor corporation expressly assumes by a supplemental
indenture the due and punctual payment of the principal of and
any premium or any interest on all the debt securities and the
performance of every covenant in the indenture that we would
otherwise have to perform as if it were an original party to the
indenture;
o immediately after giving effect to the consolidation, merger,
conveyance, transfer or lease, no default or event of default
shall have occurred and be continuing; and
o we deliver to the trustee an officers' certificate and an opinion
of counsel, each stating that the consolidation, merger,
conveyance, transfer or lease and the supplemental indenture
comply with these provisions.
The successor corporation will assume all our obligations under the
indenture as if it were an original party to the indenture. After assuming the
obligations, the successor corporation will have all our rights and powers under
the indenture.
LIMITATIONS ON LIENS
Subject to the exceptions described below and those described under the
section of this prospectus captioned "Exempted Indebtedness" below, we may not,
and may not permit any restricted subsidiary to, create any lien on any
principal property or shares of capital stock of any restricted subsidiary
without equally and ratably securing the debt securities. This restriction will
not apply to permitted liens, including:
o liens on principal property existing at the time of its
acquisition or to secure the payment of all or part of the
purchase price;
o with respect to any series of debt securities, any lien existing
on the date of issuance of the debt securities;
o liens on property or shares of capital stock, or securing
indebtedness, of any corporation existing at the time the
corporation becomes a restricted subsidiary or is merged into us
or into a restricted subsidiary;
11
o liens which secure debt of a restricted security that is owed to
us or to another subsidiary or our debt that is owed to a
restricted subsidiary;
o liens in connection with the issuance of certain tax-exempt
industrial development or pollution control bonds or other
similar bonds;
o liens in favor of any customer arising in respect of payments
made by or on behalf of a customer for goods produced for, or
services rendered to, customers in the ordinary course of
business not exceeding the amount of those payments;
o any extension, renewal or replacement of any lien referred to in
any of the previous paragraphs; and
o statutory liens, liens for taxes or assessments or governmental
charges or levies not yet due or delinquent or which can be paid
without penalty or are being contested in good faith, landlord's
liens on leased property, easements and other liens of a similar
nature as those described above.
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
Subject to the exceptions described below and those described under the
section of this prospectus captioned "Exempted Indebtedness," sale and leaseback
transactions by us or any restricted subsidiary of any principal property are
prohibited under capital leases (except for leases for a term, including any
renewal thereof, of not more than three years and except for leases between us
and a subsidiary or between subsidiaries) unless:
o after giving effect to the application of proceeds from the sale
and leaseback transaction, we or the restricted subsidiary could
incur a mortgage on the property under the restrictions described
above under the section of this prospectus captioned "Limitations
on Liens" in an amount equal to the attributable debt with
respect to the sale and leaseback transaction without equally and
ratably securing the debt securities; or
o we, within 120 days after the sale or transfer by us or any
restricted subsidiary, apply to the retirement of our funded debt
(which is defined as indebtedness for borrowed money having a
maturity of, or by its terms extendible or renewable for, a
period of more than 12 months after the date of determination of
the amount) an amount equal to the greater of:
(1) the net proceeds of the sale of the principal domestic
property sold and leased under such arrangement; or
(2) the fair market value of the principal domestic property
sold and leased,
subject to credits for certain voluntary retirements of funded
debt.
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EXEMPTED INDEBTEDNESS
We or any restricted subsidiary may create or assume liens or enter
into sale and leaseback transactions not otherwise permitted under the
provisions regarding limitations on liens and sale and leaseback transactions
described above, so long as at that time and immediately after giving effect to
the lien or sale and leaseback transaction, the sum of our and our consolidated
subsidiaries' aggregate outstanding indebtedness incurred after the date of the
indenture and secured by the liens relating to principal properties plus that
related to sale and leaseback transactions does not exceed 10% of consolidated
net tangible assets.
CERTAIN DEFINITIONS
The following are the meanings of terms that are important in
understanding the covenants previously described:
o "ATTRIBUTABLE DEBT" means the present value (discounted at a
specified rate each year to be determined by the company to be
appropriate and consistent with U.S. generally accepted
accounting principles) of the obligations for rental payments
required to be paid during the remaining term of any lease of
more than 12 months.
o "CONSOLIDATED NET TANGIBLE ASSETS" means the total assets of us
and our consolidated subsidiaries as shown on or reflected in our
most recent quarterly or annual, as applicable, balance sheet,
less (1) all current liabilities, excluding current liabilities
which could be classified as long-term debt under U.S. generally
accepted accounting principles and current liabilities which are
by their terms extendible or renewable at the obligor's option to
a time more than 12 months after the time as of which the amount
of current liabilities is being computed; (2) advances to
entities accounted for on the equity method of accounting; and
(3) intangible assets. In this context, "intangible assets" means
the aggregate value, net of any applicable reserves, as shown on
or reflected in our balance sheet, of (a) all trade names,
trademarks, licenses, patents, copyrights and goodwill; (b)
organizational and development costs; (c) deferred charges, other
than prepaid items such as insurance, taxes, interest,
commissions, rents and similar items and tangible assets being
amortized; and (d) unamortized debt discount and expense, less
unamortized premium.
o "PRINCIPAL PROPERTY" means any manufacturing facility having a
gross book value in excess of 1% of consolidated net tangible
assets that we or any restricted subsidiary owns and located
within the United States, excluding its territories and
possessions and Puerto Rico, other than any facility or portion
of a facility which our board of directors reasonably determines
is not material to the business conducted by us and our
subsidiaries as a whole.
o "RESTRICTED SUBSIDIARY" means any subsidiary (1) of which
substantially all of the property of is located, and
substantially all of the business is carried on, within the
United States, excluding its territories and possessions and
Puerto Rico; and (2) which owns or operates one or more principal
properties (however, "restricted
13
subsidiary" does not include subsidiaries primarily engaged in
the business of a finance or insurance company and their
branches).
o "SUBSIDIARY" means each corporation of which more than 50% of the
outstanding voting stock is owned, directly or indirectly, by us
or one or more of our subsidiaries.
EVENTS OF DEFAULT
When we use the term "event of default" in the indenture, here are
some examples of what we mean. An event of default occurs if:
o we fail to make the principal or any premium payment on any debt
security when due;
o we fail to pay interest on any debt security for 45 days after
payment was due;
o we fail to make any sinking fund payment when due;
o we fail to perform any other covenant in the indenture and this
failure continues for 90 days after we receive written notice of
it; or
o we or a court take certain actions relating to the bankruptcy,
insolvency or reorganization of our company.
The supplemental indenture or the form of security for a particular
series of debt securities may include additional events of default or changes to
the events of default described above. The events of default applicable to a
particular series of debt securities will be discussed in the prospectus
supplement relating to such series. A default under our other indebtedness will
not be a default under the indenture for the debt securities covered by this
prospectus, and a default under one series of debt securities will not
necessarily be a default under another series. The trustee may withhold notice
to the holders of debt securities of any default (except for defaults that
involve our failure to pay principal or interest) if it considers such
withholding of notice to be in the best interests of the holders.
If an event of default with respect to outstanding debt securities of
any series occurs and is continuing, then the trustee or the holders of at least
25% in principal amount of outstanding debt securities of that series may
declare, in a written notice, the principal amount (or specified amount) plus
accrued and unpaid interest on all debt securities of that series to be
immediately due and payable. At any time after a declaration of acceleration
with respect to debt securities of any series has been made, the holders of a
majority in principal amount (or specified amount) of the outstanding debt
securities of that series, by written notice to us and the trustee, may rescind
and annul such declaration and its consequences if:
o we have paid or deposited with the trustee a sum sufficient to
pay overdue interest and overdue principal other than the
accelerated interest and principal; and
14
o we have cured or the holders have waived all events of default,
other than the non-payment of accelerated principal and interest
with respect to debt securities of that series, as provided in
the indenture.
We refer you to the prospectus supplement relating to any series of
debt securities that are discount securities for the particular provisions
relating to acceleration of a portion of the principal amount of the discount
securities upon the occurrence of an event of default.
If a default in the performance or breach of the indenture shall have
occurred and be continuing, the holders of not less than a majority in principal
amount of the outstanding securities of all series, by notice to the trustee,
may waive any past event of default or its consequences under the indenture.
However, an event of default cannot be waived with respect to any series of
securities in the following two circumstances:
o a failure to pay the principal of, and premium, if any, or
interest on any security; or
o a covenant or provision that cannot be modified or amended
without the consent of each holder of outstanding securities of
that series.
Other than its duties in case of a default, the trustee is not
obligated to exercise any of its rights or powers under the indenture at the
request, order or direction of any holders, unless the holders offer the trustee
reasonable indemnity. If they provide this reasonable indemnity, the holders of
a majority in principal amount outstanding of any series of debt securities may,
subject to certain limitations, direct the time, method and place of conducting
any proceeding or any remedy available to the trustee, or exercising any power
conferred upon the trustee, for any series of debt securities.
We are required to deliver to the trustee an annual statement as to our
fulfillment of all of our obligations under the indenture.
MODIFICATION OF INDENTURE
Under the indenture, our rights and obligations and the rights of the
holders may be modified if the holders of a majority in aggregate principal
amount of the outstanding debt securities of each series affected by the
modification consent to it. However, no modification of the maturity date or
principal or interest payment terms, no modification of the currency for
payment, no impairment of the right to sue for the enforcement of payment at the
maturity of the debt security, no modification of any conversion rights and no
modification reducing the percentage required for modifications or modifying the
foregoing requirements or reducing the percentage required to waive certain
specified covenants is effective against any holder without its consent.
PAYMENT AND TRANSFER
We will pay principal, interest and any premium on fully registered
securities at the place or places designated by us for such purposes. We will
make payment to the persons in whose names the debt securities are registered on
the close of business on the day or days specified by us. Any other payments
will be made as set forth in the applicable prospectus supplement.
15
Holders may transfer or exchange fully registered securities at the corporate
trust office of the trustee or at any other office or agency maintained by us
for such purposes, without the payment of any service charge except for any tax
or governmental charge.
GLOBAL SECURITIES
We may issue the securities in whole or in part in the form of one or
more global securities that will be deposited with, or on behalf of, a
depositary identified in the applicable prospectus supplement. We may issue the
global securities in either registered or bearer form, in either temporary or
permanent form.
You may transfer or exchange certificated securities at any office we
maintain for this purpose in accordance with the terms of the indenture. We will
not charge a service fee for any transfer or exchange of certificated
securities, but we may require payment of a sum sufficient to cover any tax or
other governmental charge we are required to pay in connection with a transfer
or exchange.
You may effect the transfer of certificated securities and the right to
receive the principal, premium and interest on certificated securities only by
surrendering the certificate representing those certificated securities and
either reissuance by us or the trustee of the certificate to the new holder or
the issuance by us or the trustee of a new certificate to the new holder.
We are not required to:
o register, transfer or exchange securities of any series during a
period beginning at the opening of business 15 days before the
day we transmit a notice of redemption of securities of the
series selected for redemption and ending at the close of
business on the day of the transmission; or
o to register, transfer or exchange any security so selected for
redemption in whole or in part, except the unredeemed portion of
any security being redeemed in part.
The applicable prospectus supplement will describe the specific terms
of the depositary arrangement with respect to the applicable securities of that
series. We anticipate that the following provisions will apply to all depositary
arrangements.
Once a global security is issued, the depositary will credit on its
book-entry system the respective principal amounts of the individual securities
represented by that global security to the accounts of institutions that have
accounts with the depositary. These institutions are known as participants. The
underwriters for the securities will designate the accounts to be credited.
However, if we have offered or sold the securities either directly or through
agents, we or the agents will designate the appropriate accounts to be credited.
Ownership of beneficial interest in a global security will be limited
to participants or persons that may hold beneficial interests through
participants. Ownership of beneficial interest in a global security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the depositary's participants or persons that hold through
participants. The laws of some states require that certain purchasers of
securities take physical
16
delivery of securities. Such limits and such laws may limit the market for
beneficial interests in a global security.
So long as the depositary for a global security, or its nominee, is the
registered owner of a global security, the depositary or nominee will be
considered the sole owner or holder of the securities represented by the global
security for all purposes under the indenture. Except as provided in the
applicable prospectus supplement, owners of beneficial interests in a global
security:
o will not be entitled to have securities represented by global
securities registered in their names;
o will not receive or be entitled to receive physical delivery of
securities in definitive form; and
o will not be considered owners or holders of these securities
under the indenture.
Payments of principal, any premium and interest on the individual
securities registered in the name of the depositary or its nominee will be made
to the depositary or its nominee as the holder of that global security. Neither
we nor the trustee will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a global security, or for maintaining, supervising or reviewing any
records relating to beneficial ownership interests and each of us and the
trustee may act or refrain from acting without liability on any information
provided by the depositary.
We expect that the depositary, after receiving any payment of
principal, any premium or interest in respect of a global security, will
immediately credit the accounts of the participants with payment in amounts
proportionate to their respective holdings in principal amount of beneficial
interest in a global security as shown on the records of the depositary. We also
expect that payments by participants to owners of beneficial interests in a
global security will be governed by standing customer instructions and customary
practices, as is now the case with securities held for the accounts of customers
in bearer form or registered in "street name," and will be the responsibility of
such participants.
Debt securities represented by a global security will be exchangeable
for debt securities in definitive form of like tenor in authorized denominations
only if the depositary notifies us that it is unwilling or unable to continue as
the depositary and a successor depositary is not appointed by us within 90 days
or we, in our discretion, determine not to require all of the debt securities of
a series to be represented by a global security and notify the trustee of our
decision.
DEFEASANCE
When we use the term "defeasance," we mean discharge from some or all
of our obligations under the indenture. If we deposit with the trustee
sufficient cash or government securities to pay the principal, any premium,
interest and any other sums due to the stated maturity date or a redemption date
of the securities of a particular series, then at our option:
17
o we will be discharged from our obligations with respect to the
securities of such series; or
o we will no longer be under any obligation to comply with certain
restrictive covenants under the indenture, and certain events of
default will no longer apply to us.
If this happens, the holders of the securities of the affected series
will not be entitled to the benefits of the indenture except for registration of
transfer and exchange of debt securities and replacement of lost, stolen or
mutilated securities. Such holders may look only to such deposited funds or
obligations for payment.
To exercise our defeasance option, we must deliver to the trustee an
opinion of counsel to the effect that the deposit and related defeasance would
not cause the holders of the securities to recognize income, gain or loss for
federal income tax purposes. We must also deliver any ruling to such effect
received from or published by the United States Internal Revenue Service if we
are discharged from our obligations with respect to the securities.
CONCERNING THE TRUSTEE
The trustee, The Bank of New York, and certain of its affiliates have
in the past and currently do provide banking, investment and other services to
us, including acting as a lender under our revolving credit agreement, acting as
a transfer agent for our common stock and providing cash management services,
and may do so in the future as a part of its regular business.
18
PLAN OF DISTRIBUTION
We may sell the offered securities:
o through underwriters or dealers;
o through agents; or
o directly to one or more purchasers.
We may distribute the securities from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to the prevailing
market prices or at negotiated prices.
SALE THROUGH UNDERWRITERS
If we use underwriters in the sale, such underwriters will acquire the
securities for their own account. The underwriters may resell the securities in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be subject to
certain conditions. The underwriters will be obligated to purchase all the
securities of the series offered if any of the securities are purchased. The
underwriters may change from time to time any initial public offering price and
any discounts or concessions allowed or re-allowed or paid to dealers.
SALE THROUGH AGENTS
We may sell offered securities through agents designated by us. Unless
indicated in the prospectus supplement, the agents will have agreed to use their
reasonable best efforts to solicit purchases for the period of their
appointment.
DIRECT SALES
We may also sell offered securities directly. In this case, no
underwriters or agents would be involved.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution
of the offered securities may be underwriters as defined in the Securities Act
of 1933, as amended (the "Securities Act"), and any discounts or commissions
received by them from us and any profit on the resale of the offered securities
by them may be treated as underwriting discounts and commissions under the
Securities Act. We will identify any underwriters or agents, and describe their
compensation, in a prospectus supplement.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make.
19
Underwriters, dealers and agents may engage in transactions with, or perform
services for, us or our subsidiaries in the ordinary course of their businesses.
20
VALIDITY OF SECURITIES
Unless otherwise indicated in a supplement to this prospectus,
Lowenstein Sandler PC and Joseph J. LaRosa, Esq., our Staff Vice President,
Secretary and Associate General Counsel, will pass upon the validity of the
securities for us. As of May 1, 2003, Mr. LaRosa owned, directly and
indirectly, 12,204 shares of our common stock and options to purchase
130,780 additional shares of our common stock. Lowenstein Sandler PC has from
time to time provided legal services to us.
EXPERTS
The consolidated financial statements and the related financial
statement schedule incorporated in this prospectus by reference from the
company's Annual Report on Form 10-K for the year ended December 31, 2002 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
With respect to the unaudited interim financial information for the
period ended March 31, 2003, incorporated by reference from our quarterly report
on Form 10-Q for the quarter ended March 31, 2003, our independent certified
public accountants have reported that they applied limited procedures in
accordance with professional standards for a review of such information.
However, their separate report included in our quarterly report on Form 10-Q for
the quarter ended March 31, 2003, and incorporated by reference, states that
they did not audit and that they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance on their report on
such information should be restricted in light of the limited nature of the
review procedures applied. The accountants are not subject to the liability
provisions of Section 11 of the Securities Act for their report on the
unaudited interim financial information because this report is not a "report"
or a "part" of the registration statement prepared or certified by the
accountants within the meaning of Sections 7 and 11 of the Securities Act.
21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by the registrant in connection with the
offering described in this Registration Statement are as follows:
SEC Registration fee.............................. $184,000
Rating Agency Fees................................ 340,000
Trustees fees..................................... 20,000
Legal fees and expenses........................... 150,000
Blue Sky fees and expenses........................ 5,000
Accounting fees and expenses...................... 40,000
Printing and duplicating expenses................. 75,000
Miscellaneous expenses............................ 50,000
--------
Total............................................. $864,000
--------
All fees and expenses in the above table, other than the SEC registration fee,
are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant is organized under the laws of the State of New Jersey.
The New Jersey Business Corporation Act provides that a New Jersey corporation
has the power to indemnify its directors, officers, employees and other agents
against expenses and liabilities in connection with any proceeding involving
such person by reason of his/her being or having been a director, officer,
employee or other agent, other than a proceeding by or in the right of the
corporation, if he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal proceeding, such person had no reasonable cause to
believe his/her conduct was unlawful. Expenses incurred by a director, officer,
employee or other agent in connection with a proceeding may be, under certain
circumstances, paid by the corporation before the final disposition of the
proceeding as authorized by the board of directors. The power to indemnify and
pay expenses under the New Jersey Business Corporation Act does not exclude
other rights, including the right to be indemnified against liabilities and
expenses incurred in proceedings by or in the right of the corporation, to which
a director, officer, employee or other agent of the corporation may be entitled
to under a certificate of incorporation, by-law, agreement, vote of
shareholders, or otherwise; provided that no indemnification is permitted to be
made to or on behalf of such person if a judgment or other final adjudication
adverse to such person establishes that his/her acts or omissions were in breach
of his/her duty of loyalty to the corporation or its shareholders, were not in
good faith or involved a violation of the law, or resulted in the receipt of
such person of an improper personal benefit.
The New Jersey Business Corporation Act further provides that a New
Jersey corporation has the power to purchase and maintain insurance on behalf of
any director, officer, employee or other agent against any expenses incurred in
any proceeding and any liabilities asserted against him/her by reason of his/her
being or having been a director, officer, employee or other agent,
II-1
whether or not the corporation would have the power to indemnify him/her against
such expenses and liabilities under the New Jersey Business Corporation Act.
The registrant's Certificate of Incorporation provides that directors
and officers of the registrant shall not be personally liable (in the case of
officers, for the duration of any time permitted by law) to the registrant or
its shareholders for damages for breach of any duty owed to the registrant or
its shareholders, except for liability for any breach of duty based upon an act
or omission (i) in breach of such persons' duty of loyalty to the registrant or
its shareholders, (ii) not in good faith or involving a knowing violation of law
or (iii) resulting in receipt by such persons of an improper personal benefit.
The Certificate of Incorporation of the registrant also provides that
each person who was or is made a party or is threatened to be made a party to or
who is involved in any pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, or any appeal therein
or any inquiry or investigation which could lead to such action, suit or
proceeding (a "proceeding"), by reason of his/her being or having been a
director, officer, employee, or agent of the registrant or of any constituent
corporation absorbed by the registrant in a consolidation or merger, or by
reason of his/her being or having been a director, officer, trustee, employee or
agent of any other corporation (domestic or foreign) or of any partnership,
joint venture, sole proprietorship, trust, employee benefit plan or other
enterprise (whether or not for profit), serving as such at the request of the
registrant or of any such constituent corporation, or the legal representative
of any such director, officer, trustee, employee or agent, shall be indemnified
and held harmless by the registrant to the fullest extent permitted by the New
Jersey Business Corporation Act, as the same exists or may be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the registrant to provide broader indemnification rights than said Act permitted
prior to such amendment), from and against any and all reasonable costs,
disbursements and attorneys' fees, and any and all amounts paid or incurred in
satisfaction of settlements, judgments, fines and penalties, incurred or
suffered in connection with any such proceeding, and such indemnification shall
continue as to a person who has ceased to be a director, officer, trustee,
employee or agent and shall inure to the benefit of his/her heirs, executors,
administrators and assigns; provided, however, that, the registrant shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was specifically authorized by the Board of Directors of the
registrant. The Certificate of Incorporation provides that such right to
indemnification shall be a contract right and shall include the right to be paid
by the registrant the expenses incurred in connection with any proceeding before
the final disposition of such proceeding as authorized by the Board of
Directors; provided, however, that, if the New Jersey Business Corporation Act
so requires, the payment of such expenses before the final disposition of a
proceeding shall be made only upon receipt by the registrant of an undertaking,
by or on behalf of such director, officer, employee, or agent to reimburse the
amounts so paid if it is not ultimately determined that such person is entitled
to be indemnified under the Certificate of Incorporation or otherwise. The right
to indemnification and payment of expenses provided by or granted pursuant to
the Certificate of Incorporation shall not exclude or be exclusive of any other
rights to which any person may be entitled under a certificate of incorporation,
by-law, agreement, vote of shareholders or otherwise, provided that no
indemnification shall be made to or on behalf of such person if a judgment or
other final
II-2
adjudication adverse to such person establishes that such person has not met the
applicable standard of conduct required to be met under the New Jersey Business
Corporation Act.
The registrant may purchase and maintain insurance on behalf of any
director, officer, employee or agent of the registrant or another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against any expenses incurred in any proceeding and any liabilities asserted
against him/her by reason of such person's being or having been such a director,
officer, employee or agent, whether or not the registrant would have the power
to indemnify such person against such expenses and liabilities under the
provisions of the Certificate of Incorporation or otherwise. The registrant
maintains such insurance on behalf of its directors and officers.
The foregoing statements are subject to the detailed provisions of the
New Jersey Business Corporation Act and the registrant's Certificate of
Incorporation. The Form of Underwriting Agreement contained in Exhibit 1.1
provides for indemnification of the directors and officers signing the
Registration Statement and certain controlling persons of the registrant against
certain liabilities, including certain liabilities under the Securities Act in
certain instances by the Underwriters.
For information concerning the registrant's undertaking to submit to
adjudication the issue of indemnification for violation of the securities laws,
see Item 17 hereof.
ITEM 16. EXHIBITS.
1.1 - Form of Underwriting Agreement.*
4.1 - Form of Global Note.**
4.2 - Form of Indenture.**
5.1 - Opinion of Joseph J. LaRosa, Esq.**
5.2 - Opinion of Lowenstein Sandler PC.**
12.1 - Computation of Ratio of Earnings to Fixed Charges.
15.1 - Acknowledgment of Deloitte & Touche LLP.
23.1 - Consent of Deloitte & Touche LLP.
23.2 - Consent of Joseph J. LaRosa, Esq. (included in Exhibit 5.1).**
23.3 - Consent of Lowenstein Sandler PC (included in Exhibit 5.2).**
24.1 - Powers of Attorney (included on signature page).**
25.1 - Statement of Eligibility of The Bank of New York, as Trustee.**
------
* To be filed.
II-3
** Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), that are incorporated by reference in the registration
statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth in response to Item 15, or
otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities
II-4
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Trust Indenture Act.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Schering-Plough Corporation certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Kenilworth, State of New Jersey, on May
13, 2003.
SCHERING-PLOUGH CORPORATION
By: /s/ Jack L. Wyszomierski
--------------------------------------------------
Jack L. Wyszomierski
Executive Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and dates indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Fred Hassan
---------------------------------------------- Chairman of the Board, Chief Executive May 13, 2003
Fred Hassan Officer, President and Director and
Principal Executive Officer
*
---------------------------------------------- Executive Vice President and Chief Financial May 13, 2003
Jack L. Wyszomierski Officer
*
---------------------------------------------- Vice President and Controller and Principal May 13, 2003
Thomas H. Kelly Accounting Officer
*
---------------------------------------------- Director May 13, 2003
Hans W. Becherer
*
---------------------------------------------- Director May 13, 2003
David H. Komansky
*
---------------------------------------------- Director May 13, 2003
Eugene R. McGrath
*
---------------------------------------------- Director May 13, 2003
Donald L. Miller
*
---------------------------------------------- Director May 13, 2003
Carl E. Mundy, Jr.
*
---------------------------------------------- Director May 13, 2003
Richard de J. Osborne
*
---------------------------------------------- Director May 13, 2003
Patricia F. Russo
*
---------------------------------------------- Director May 13, 2003
Kathryn C. Turner
II-6
*
---------------------------------------------- Director May 13, 2003
Robert F. W. van Oordt
*
---------------------------------------------- Director May 13, 2003
Arthur F. Weinbach
By: /s/ E. Kevin Moore
----------------------------------------------
E. Kevin Moore
Attorney-in-fact
II-7
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS
-------------- -----------------------
1.1 - Form of Underwriting Agreement.*
4.1 - Form of Global Note.**
4.2 - Form of Indenture.**
5.1 - Opinion of Joseph J. LaRosa, Esq.**
5.2 - Opinion of Lowenstein Sandler PC.**
12.1 - Computation of Ratio of Earnings to Fixed Charges.
15.1 - Acknowledgment of Deloitte & Touche LLP.
23.1 - Consent of Deloitte & Touche LLP.
23.2 - Consent of Joseph J. LaRosa, Esq. (included in Exhibit 5.1).**
23.3 - Consent of Lowenstein Sandler PC (included in Exhibit 5.2).**
24.1 - Powers of Attorney (included on signature page).**
25.1 - Statement of Eligibility of The Bank of New York, as Trustee.**
-------
* To be filed.
** Previously filed.
II-8