SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Litigation Release No. 18330 / September 9, 2003
, Case No. 1 03CV01880 (D.D.C.) (CKK)
SEC FILES SETTLED REGULATION FD CHARGES AGAINST SCHERING-PLOUGH
CORPORATION AND ITS FORMER CHIEF EXECUTIVE
Company Agrees to Pay $1 Million Penalty, Former Executive Agrees to
Pay $50,000 Penalty, and Both Agree to Commission Cease-and-Desist
Order
On September 9, 2003, the Securities and Exchange Commission filed two
settled enforcement proceedings charging Schering-Plough Corporation,
a pharmaceutical company headquartered in Kenilworth, New Jersey, with
violating the disclosure requirements of Regulation FD and Section
13(a) of the Securities Exchange Act of 1934. First, the Commission
filed a lawsuit in the United States District Court for the District
of Columbia charging Schering with violating Regulation FD and Section
13(a) and seeking a civil monetary penalty. Second, the Commission
issued an administrative order finding that Schering violated the same
provisions, and that the company's former chairman and chief executive
officer, Richard J. Kogan, was a cause of Schering's violations. ,
Admin. Proc. No. 3-11249, Exchange Act Rel. No. 34-48461 (September 9,
2003). Without admitting or denying the Commission's allegations and
findings, Schering consented to the entry of a final judgment in the
federal lawsuit that would require it to pay a $1 million civil
penalty, Kogan agreed to pay $50,000 as a civil penalty in the
administrative proceeding, and both parties agreed to entry of the
Commission's cease-and-desist order.
In both its federal court complaint and its cease-and-desist order,
the Commission charged that, during the week of September 30, 2002,
Kogan and Schering's senior vice president of investor relations met
privately in Boston with analysts and portfolio managers of four
institutional investors (Wellington Management Company, Massachusetts
Financial Services Company, Fidelity Management & Research Company,
and Putnam Investments), three of which (Wellington, Fidelity, and
Putnam) were among Schering's largest investors. The Commission
further charged that, at each of these meetings, through a combination
of spoken language, tone, emphasis, and demeanor, Kogan disclosed
negative and material, nonpublic information regarding Schering's
earnings prospects, including that analysts' earnings estimates for
Schering's 2002 third-quarter were too high, and that Schering's
earnings in 2003 would significantly decline. According to the
Commission, immediately after the meetings, analysts at Fidelity and
SNIPPETS:
SECURITIES AND EXCHANGE COMMISSION
SEC FILES SETTLED REGULATION FD CHARGES AGAINST SCHERING-PLOUGH
Company Agrees to Pay $1 Million Penalty, Former Executive Agrees to Pay $50,000 Penalty, and
On September 9, 2003, the Securities and Exchange Commission filed two settled enforcement
the Commission filed a lawsuit in the United States District Court for the District of
Without admitting or denying the Commission's allegations and findings, Schering consented to
In both its federal court complaint and its cease-and-desist order, the Commission charged
The Commission further charged that, at each of these meetings, through a combination of
According to the Commission, immediately after the meetings, analysts at Fidelity and Putnam
The Commission further charged that, on October 3, 2002, in the midst of this sell-off, Kogan
Late that evening, Schering issued a press release providing earnings guidance for 2002 and
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