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This page provides detailed
information on Schering-Plough's Systematic Investment Program
for dividend reinvestment and common stock purchase. Choose
a topic from the list below, or scroll to read the entire section.
Keep Your Equity Investment
Growing
Partial Reinvestment of
Dividends
Here's How the Plan Works
Who Is Eligible
Bi-monthly Investment of
Additional Cash
Cost to You?
You are in Control
How to Enroll
Future Correspondence
Systematic Investment Program
Agreement
Keep Your Equity Investment Growing
The Systematic Investment Program (SIP) provides a simple and
systematic means for shareholders to acquire additional shares
of Schering-Plough common stock. If your investment in Schering-Plough
was made with the objective of capital accumulation –
rather than that of current income to meet expenses –
we hope you will join the other shareholders already participating.
SIP is especially helpful to individual shareholders who wish
to build their equity position for a specific purpose such as
educational expenses, special gifts or a personal retirement
fund.
In addition, the attainment of your investment objectives can
be accelerated by making optional cash payments to purchase
additional common shares whenever convenient.
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Partial Reinvestment of Dividends
You may elect to reinvest dividends on all or on just a portion
of the shares you own while continuing to receive cash dividends
on the remaining shares.
Instructions on partial reinvestment remain in effect until
you advise the bank to change the number of shares on which
dividends are to be reinvested. Enrollment cards received without
a box checked will cause the account to be set up for full Dividend
Reinvestment.
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Here's How the Plan Works
We have designated The Bank of New York to be the administrative
agent for the Plan. Once you enroll, your dividends are forwarded
to the bank.
The bank, in turn, applies these funds toward the purchase
of Schering-Plough common shares in the open market at the prevailing
price. If dividends are not sufficient to purchase full additional
shares, a fractional share (computed to the fourth decimal place)
is credited to your account, which will also earn dividends.
For your further convenience, the bank holds the shares it has
purchased for you in safekeeping. A detailed statement of your
account is mailed to you after each investment.
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Who Is Eligible
Any registered owner of Schering-Plough common shares can participate.
Shareholders who hold their shares in ”street name,”
such as with their brokerage firm or in an IRA account, are
not eligible.
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Bi-monthly Investment of Additional
Cash
You have the option of increasing your holdings by sending additional
cash to the bank. Any amount from $25.00 and up can be applied
toward the purchase of full and fractional shares. The annual
limitation on cash payments is $36,000.
To utilize this option, simply tear off the top of your statement
and send it along with your personal check payable to The Bank
of New York-Schering-Plough. This additional investment will
be invested on the tenth or twenty-fifth day of each month.
The bank does not pay interest on uninvested funds. We recommend
that you send your cash payments so that they are received by
the bank as near as possible, but prior to, the tenth or twenty-fifth
day of each month. Shares purchased with cash received before
the tenth day of January, April, July or October will be entitled
to the next quarterly dividend.
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Cost to You?
None. The cost of purchases under this Plan is normally a pro-rata
share of the brokerage commission plus a bank service fee for
each transaction. In offering this Plan, Schering-Plough has
elected to absorb both costs, thereby providing dividend reinvestment
and optional cash payments to shareholders free of charge. However,
for sales through the Plan, these fees are charged to you.
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You are in Control
Participation in SIP is completely voluntary. You remain a participant
only as long as you choose. Should you decide at any time and
for any reason to terminate your participation, you need only
notify The Bank of New York in writing. At such time, you have
the option, as provided by the Terms and Conditions of the Plan,
of authorizing the bank either to issue your shares to you or
have them converted into cash. It’s as simple as that.
Partial withdrawals in cash or in stock can also be made by
notifying The Bank of New York.
You are entitled to vote all
full shares held for you by the bank at the Annual and Special
Meetings of Shareholders.
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How to Enroll
As a Schering-Plough shareholder, you can enroll in SIP by signing
the enclosed Authorization Card – check the appropriate
box (1, 2, 3, or 4) and return it to:
The Bank of New York
Dividend Reinvestment Department
P.O. Box 1958
Newark, New Jersey 07101-9774
A postage-paid envelope is enclosed for your convenience.
All communications regarding SIP should be sent to the above
address, and you should include a reference to Schering-Plough.
If you elect the optional Cash Investment Plan only, be sure to include your check or money order (payable to The Bank of
New York-Schering-Plough) in any amount from $25 to $36,000.
If you wish to participate in SIP, please read the Terms and Conditions on the reverse side and retain for your records.
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Future Correspondence
Once you have enrolled in SIP, any questions you may have will
be answered by writing:
The Bank of New York
Shareholder Relations Department
P.O. Box 11258
New York, New York 10286-1258
If you prefer, call The Bank of New York’s Telephone
Response Center at 1-877-429-1240 between 8:00 a.m. and 8:00
p.m. Eastern time, or from outside the United States, call collect
610-382-7833.
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Systematic Investment Program Agreement
1. As agent for the shareholder (Participant), The Bank of New
York (The Bank), will apply,
(a) all cash dividends on the shares of Schering-Plough common
shares held by the Participant and on any full shares or fractional
interest in one share (to four decimal places) acquired by him
through this service – Systematic Investment Program (SIP)
– and/or
(b) all cash payments of $25 up to a maximum of $36,000 each
calendar year received from the Participant for such purpose
(Cash Payment Plan)
as the Participant may elect, to the purchase of full and fractional
Schering-Plough common shares for the Participant’s account.
Such purchases may be made on any securities exchange where
such shares are traded, in the over-the-counter market or in
negotiated transactions, and may be made on such terms as to
price, delivery and otherwise, as the Bank, in its sole discretion,
may determine. Third party checks and Foreign checks will not
be accepted; they will be returned to the Participant. Checks
must be in U.S. dollars, drawn on a U.S. bank and payable to
The Bank of New York.
Return checks policy – for return checks, we will sell
the original shares purchased to recover the amount of the return
check. However, if the sale of the original shares purchased
is not sufficient to cover the amount of the return check, the
Bank reserves the right to sell additional shares from the Participant
account.
2. In making purchases for the Participant’s account,
the Bank may commingle the Participant’s dividends and
cash payments with those of other Participants. In the case
of each purchase, the price at which the Bank shall be deemed
to have acquired shares for the Participant’s account
shall be the average price of all shares purchased by it for
Participants in the Plan with their aggregate funds used for
such purchase. The Bank may hold the shares of all Participants
together in its name or in the name of its nominee. The Bank
shall have no responsibility as to the market value of the Schering-Plough
common shares acquired for the Participant’s account.
Cash Payments will be invested by the Bank on the 10th and 25th
day of each month (“The Investment Date”) unless
the 10th or 25th falls on a Saturday, Sunday or any other day
on which banking institutions are authorized or obligated to
close, in which case the Investment Date is the next trading
day on which such banking institutions are open; except where
necessary to comply with applicable provisions of the federal
securities laws. Participants’ funds held by the Bank
will not bear interest. It is understood that, in any event,
the Bank shall have no liability in connection with such purchases.
A Participant may withdraw his entire cash payment by written
notice received by the Bank not less than 48 hours before such
payment is to be invested.
3. Following each purchase, the Bank will send to each Participant
whose funds have been applied to such purchase an advice of
transactions in his account since the last prior purchase for
his account, including a statement showing the current shares
in the account. Trading activity relative to the Plan is made
through a broker with The Bank of New York (“Affiliated
Broker”). The Affiliated broker receives a commission
in connection with these transactions.
4. No certificates will be issued to the Participant for shares
in his account unless he so requests the Bank in writing or
his account is terminated. On written request, the Bank will
send the Participant certificates for any full shares credited
to his account. Such requests shall be handled by the Bank without
charge to the Participant. No certificate for the fractional
share will be issued, but under the SIP, dividends on a fractional
interest in a share will be credited to the Participant’s
account. Also it is suggested that any request for shares to
be issued should not be committed for sale prior to receiving
your certificate.
5. All of the Bank’s service charges for each purchase
of common shares will be paid for by Schering-Plough on behalf
of the Participants. The Bank may charge for additional services
performed at the request of the Participant and not provided
for herein.
6. It is understood that the reinvestment of dividends does
not relieve the Participant of any taxes which may be payable
on such dividends. The Bank will report annually to each Participant
the amount of dividends credited to his account during the year
and any additional income received as a result of the pro rata
share of brokerage commissions paid by Schering-Plough in connection
with purchases made for all dividends invested and any optional
cash payments that may have been made.
7. The Bank will forward a proxy covering all shares owned
by a Participant to be voted and returned by the Participant
to Schering-Plough or its proxy agent.
8. A Participant may direct the sale of full Plan shares or
terminate his account at any time by giving written notice to
the Bank, but any such notice of termination received by the
Bank from a Participant, after a dividend record date, shall
not be effective until dividends paid for such record date have
been credited to his account. Request for sales usually will
be processed at least weekly. Your notice to sell shares should
specify the number of full shares to be sold. Plan shares to
be sold may be aggregated with shares of other Participants
to be sold and the proceeds distributed to each Participant
based on the average sale price. The Bank cannot accept instructions
to sell shares on a specific day or at a specific price.
On termination, a Participant will receive a certificate for
all full shares in his account and cash in lieu of fractional
shares. If the Participant notifies the Bank that he wishes
to receive cash instead of shares, the Bank will sell the shares
in his account and send the proceeds less the applicable fees
to him. The Bank may terminate any Participant’s account
at any time in its discretion. In any case, the Participant
will receive cash in lieu of any fractional shares in his account
at the then current market value of the common stock. If a Participant
disposes of all shares registered in his name on the books of
Schering-Plough, the Bank may in its discretion continue to
invest the dividends on shares in his account until otherwise
notified in writing by the Participant.
There is a service charge of $2.50 for the sale of shares and/or
termination of an account plus brokerage fees for any sales.
9. Any stock dividends or stock splits distributed by Schering-Plough
on shares credited to the account of a Participant will be added
to the Participant’s account. Stock dividends or split
shares distributed on shares registered in the name of the Participant
will be issued to the Participant in the same manner as to shareholders
who are not participating in the Plan. In the event that Schering-Plough
makes available to its shareholders rights to purchase additional
shares or other securities, the Bank at its discretion may sell
all rights received by it for Participants and invest the resultant
funds in shares prior to or with the next regular cash dividend
or the Bank may issue out to the Participant certificates for
all full shares held in the account. If a Participant wishes
to exercise any such rights, a request must be made pursuant
to paragraph 4 that certificates for shares in the Participant’s
account be issued to the Participant so that such rights will
be received directly. Transaction processing for any Stock Splits,
Stock Dividends or Rights Offering may be curtailed or suspended
until the completion of any Stock Dividend, Stock Split or Rights
Offering has been posted to your account.
10. Book-to-book transfers, which involve transferring shares
from an existing Participant account in the Plan to a new Participant
account can be done by completing the enrollment form sent together
with a written request indicating the number of shares (full
and fractional) which should be transferred to the new Participant.
All Participants in the current account should sign the instructions
and their signatures should be guaranteed by a bank, broker
or financial institution that is a member of the Signature Guarantee
Medallion program. Unless otherwise directed by receipt of an
enrollment form, the credited account will automatically be
enrolled in the Plan with all dividends reinvested.
11. Shares may be deposited with the Bank and held in the Participant’s
account. You need only send in your share certificates along
with a letter of instructions. Because the Participant bears
the risk of loss in sending stock certificates, it is suggested
that you send all certificates by registered mail.
12. Neither the Bank nor its nominee or nominees shall have
any responsibility beyond the exercise of ordinary care for
any action taken or omitted pursuant to this Agreement, nor
shall they have any duties, responsibilities, or liabilities
except such as are expressly set forth herein. Neither shall
they be liable hereunder for any act done in good faith or for
any good faith omission to act, including, without limitation,
failure to terminate a Participant’s account prior to
receipt of written notice of his death or with respect to the
timing or the price of any purchase or sale.
13. The Participant shall have no right to draw checks or drafts
against his account or to give instructions to the Bank in respect
to any shares or cash held therein except as expressly provided
herein.
14. The Participant agrees to notify the Bank promptly in writing
of any change of address. Notices to the Participant may be
given by letter addressed to the Participant at his last address
of record with the Bank.
15. This Agreement may be amended or supplemented by the Bank
at any time or times by mailing appropriate notice at least
30 days prior to the effective date thereof to the Participant
at his last address of record. The Amendment or Supplement shall
conclusively be deemed to be accepted by the Participant unless
prior to the effective date thereof the Bank receives written
notice of the termination of his account. Any such amendment
may include the appointment by the Bank in its place and stead
of a successor agent under this Agreement, provided such successor
is a bank or trust company organized under the laws of the United
States or any state thereof. Schering-Plough is authorized to
pay such successor agent for the account of each Participant
in the SIP all dividends and distributions payable on shares
of Schering-Plough stock in his name or in his account, the
same to be applied by such successor agent as provided in this
Agreement.
16. This Agreement and the Authorization Card signed by the
Participant (which is deemed a part of this Agreement) and the
Participant’s account shall be governed by and construed
in accordance with the laws of the State of New York and the
Rules of the Securities and Exchange Commission. The Agreement
cannot be changed orally.
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