AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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SCHERING-PLOUGH CORPORATION
(Exact name of registrant as specified in its charter)
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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)
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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)
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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
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM
SECURITIES AGGREGATE
TO BE REGISTERED OFFERING PRICE (1)(2) AMOUNT OF REGISTRATION FEE
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Debt Securities $2,000,000,000 $184,000
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(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.
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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.
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SUBJECT TO COMPLETION, DATED FEBRUARY 5, 2003
PROSPECTUS
$2,000,000,000
SCHERING-PLOUGH CORPORATION
DEBT SECURITIES
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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 APROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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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.
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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..................................................................5
Ratio of Earnings to Fixed Charges...........................................6
Use of Proceeds..............................................................6
Description of Securities....................................................7
Plan of Distribution........................................................17
Validity of Securities......................................................19
Experts.....................................................................19
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, 2001;
o Quarterly reports on Form 10-Q for the quarters ended March 31, 2002,
June 30, 2002 and September 30, 2002; and
o Current reports on Form 8-K filed on May 20, 2002, August 13, 2002,
October 21, 2002, October 24, 2002, November 13, 2002, January 10,
2003, January 21, 2003 and January 23, 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
Some of the statements contained or incorporated by reference in this
prospectus may contain so-called "forward-looking statements," as this term is
defined in the Private Securities Litigation Reform Act of 1995, relating to our
business and research prospects, financial performance and the possible effect
on us of the consent decree relating to current Good Manufacturing Practices
(GMP) issues all of which are subject to risks and uncertainties. One can
identify these forward-looking statements by their use of words such as
"expects," "plans," "will," "estimates," "forecasts," "projects," "believes,"
"anticipates" and other words of similar meaning. One can also identify them by
the fact that they do not relate strictly to historical or current facts. These
statements are likely to address our growth strategy, financial results,
regulatory issues, status of product approvals, development programs, litigation
and investigations. You should carefully consider any such statement and should
understand that many factors could cause actual results to differ from our
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 factors. There are no assurances that new drug
applications or foreign equivalents for the pipeline products will be filed with
the U.S. Food and Drug Administration (FDA) or its foreign counterparts, or that
if such applications are filed, that they will be approved. Legal factors,
including product liability claims and other litigation, government
investigations, issues arising under our consent decree with the FDA, patent
disputes with competitors and environmental concerns, could preclude
commercialization of products or negatively affect the profitability of existing
products. In addition, the forward-looking statements may be adversely affected
by general market and economic factors, competitive product development, product
availability, the extent of market acceptance of new products, the potential
shift of prescription products to "over-the-counter" (OTC) status, current and
future branded, generic or OTC competition, federal, state and international
regulations and legislation affecting domestic and foreign operations, the
market potential of marketed and pipeline products and their respective
availability in the marketplace, our ability to assure the FDA of the quality
and reliability of our manufacturing systems and controls, the regulatory
process for new products and indications, existing and new manufacturing issues
that may arise, any disruptions of major products or manufacturing facilities,
trade buying patterns, patent positions, exchange rate fluctuation, litigation
and investigations. Additionally, actual results could vary materially from our
forward-looking statements if trade inventory reductions or elimination was
different than we expected.
No forward-looking statement can be guaranteed, and actual future results
may vary materially. We do not assume the obligation to update any
forward-looking statement. For further details and a discussion of these and
other risks and uncertainties, see our SEC filings, including the company's 2001
annual report on Form 10-K, subsequent quarterly reports on Form 10-Q and
current reports on Form 8-K and other documents incorporated by reference in
this prospectus.
4
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.
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RATIO OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges for the nine months
ended September 30, 2002 and for each of the fiscal years ended December 31,
1997 through 2001 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)
Nine Months
Ended
September 30, Year Ended December 31,
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2002 2001 2000 1999 1998 1997
---- ---- ---- ---- ---- ----
Ratio of earnings to
fixed
charges............ 39 29 37 45 50 28
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.
6
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, 2001. 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.
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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.
8
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:
(a) 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;
(b) 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;
(c) 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
(d) 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;
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;
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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 "Limitation 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.
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
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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 U.S.,
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 U.S., excluding its
territories and possessions and Puerto Rico; and (2) which owns or
operates one or more principal properties (however, "restricted
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.
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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
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.
12
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. 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.
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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
delivery of securities. Such limits and such laws may limit the market for
beneficial interests in a global security.
14
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:
o we will be discharged from our obligations with respect to the
securities of such series; or
15
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. Richard Kogan, our
Chief Executive Officer and a director, is a member of the Board of Directors of
The Bank of New York Company, Inc. the parent company of the trustee.
16
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.
17
Underwriters, dealers and agents may engage in transactions with, or perform
services for, us or our subsidiaries in the ordinary course of their businesses.
18
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 February 1, 2003, Mr. LaRosa owned, directly and indirectly, 12,204 shares
of our common stock and options to purchase 106,280 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, 2001 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 periods
ended March 31, June 30 and September 30, 2002, incorporated by reference from
our quarterly reports on Form 10-Q for the quarters ended March 31, June 30 and
September 30, 2002, respectively, 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
reports included in our quarterly reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 2002, and incorporated by reference, state
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 reports 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 reports on the
unaudited interim financial information because those reports are 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.
19
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 by amendment.
II-3
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 (other than the payment by the registrant of expenses
incurred or paid by a director, officer or
II-4
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
February 5, 2003.
SCHERING-PLOUGH CORPORATION
By:/s/ Jack L. Wyszomierski
-----------------------------------------
Jack L. Wyszomierski
Executive Vice President and Chief
Financial Officer
We, the undersigned officers and directors of Schering-Plough Corporation,
hereby severally and individually constitute and appoint Jack L. Wyszomierski,
E. Kevin Moore and Joseph J. LaRosa, and each of them severally, the true and
lawful attorneys and agents of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments (including post-effective amendments) to this registration statement
on Form S-3 and any subsequent registration statement filed by the Registrant
pursuant to Rule 462(b) of the Securities Act of 1933 which relates to this
registration statement, and all instruments necessary or advisable in connection
therewith and to file the same with the Securities and Exchange Commission, each
of said attorneys and agents to have the power to act with or without the others
and to have full power and authority to do and perform in the name and on behalf
of each of the undersigned every act whatsoever necessary or advisable to be
done in the premises as fully and to all intents and purposes as any of the
undersigned might or could do in person, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys and agents or each of
them to any and all such amendments and instruments. This Power of Attorney has
been signed in the respective capacities and on the respective dates indicated
below.
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/ Richard Jay Kogan Chief Executive Officer and January 28, 2003
------------------------------- Director
Richard Jay Kogan
/s/ Jack L. Wyszomierski Executive Vice President and January 28, 2003
------------------------------- Chief Financial Officer
Jack L. Wyszomierski
/s/ Thomas H. Kelly Vice President and Controller January 28, 2003
------------------------------- and Principal Accounting Officer
Thomas H. Kelly
/s/ Richard de J. Osborne Chairman of the Board and January 28, 2003
------------------------------- Director
Richard de J. Osborne
II-6
/s/ Hans W. Becherer Director January 28, 2003
-------------------------------
Hans W. Becherer
/s/ David H. Komansky Director January 28, 2003
-------------------------------
David H. Komansky
/s/ Eugene R. McGrath Director January 28, 2003
-------------------------------
Eugene R. McGrath
/s/ Donald L. Miller Director January 28, 2003
-------------------------------
Donald L. Miller
/s/ Carl E. Mundy, Jr. Director January 28, 2003
-------------------------------
Carl E. Mundy, Jr.
/s/ Patricia F. Russo Director January 28, 2003
-------------------------------
Patricia F. Russo
/s/ Kathryn C. Turner Director January 28, 2003
-------------------------------
Kathryn C. Turner
/s/ Robert F. W. van Oordt Director January 28, 2003
-------------------------------
Robert F. W. van Oordt
/s/ Arthur F. Weinbach Director January 28, 2003
-------------------------------
Arthur F. Weinbach
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 by amendment.
II-8