As filed with the Securities and Exchange Commission on November 21, 2003
Registration No. 333-108312
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
Wyeth
(Exact name of registrant as specified in its charter)
Delaware 13-2526821
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Five Giralda Farms
Madison, New Jersey 07940
(973) 660-5000
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
- --------------------------------------------------------------------------------
Lawrence V. Stein, Esq.
Senior Vice President and General Counsel
Wyeth
Five Giralda Farms
Madison, New Jersey
(973) 660-5000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
- --------------------------------------------------------------------------------
Copies to:
Jeffrey S. Sherman, Esq. Joseph H. Kaufman, Esq.
Wyeth Simpson Thacher & Bartlett LLP
Five Giralda Farms 425 Lexington Avenue
Madison, New Jersey 07940 New York, New York 10017
(973) 660-5000 (212) 455-2000
- --------------------------------------------------------------------------------
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, please 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.[ ]
- --------------------------------------------------------------------------------
The registrant hereby amends this 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.
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 we are not soliciting offers to buy these
securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion, dated November 21, 2003
Prospectus
Wyeth
$2,500,000,000
Debt Securities
This prospectus forms part of a shelf registration statement that we
filed with the Securities and Exchange Commission. We may use that registration
statement to offer and sell, in one or more offerings at various times, up to a
total of $2,500,000,000 of our debt securities.
We may offer and sell debt securities in different series that have
different terms and conditions. This prospectus provides you with a general
description of certain material terms of those debt securities. When we sell a
particular series of the debt securities, we will provide a prospectus
supplement describing the specific terms and conditions of that series of debt
securities, including:
o the public offering price;
o the maturity date;
o the interest rate or rates, which may be fixed or variable;
o the times for payment of principal, interest and any premium; and
o any redemption provisions of the debt securities in the series.
The particular prospectus supplement may also contain important
information about U.S. federal income tax consequences and, in certain
circumstances, consequences under other countries' tax laws to which you may
become subject if you acquire the debt securities being offered by that
prospectus supplement. The prospectus supplement may also update or change
information contained in this prospectus.
THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED
BY A PROSPECTUS SUPPLEMENT.
You should read carefully both this prospectus and any prospectus
supplement together with the additional information described under the heading
"Where You Can Find More Information About Us" before making your investment
decision.
We maintain our principal executive offices at:
Five Giralda Farms
Madison, New Jersey 07940
Telephone: (973) 660-5000
Neither the Securities and Exchange Commission nor any state securities
commission or other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is , 2003.
TABLE OF CONTENTS
Page
Forward-Looking Information May Prove Inaccurate.........................2
Where You Can Find More Information About Us.............................3
About Wyeth..............................................................4
Ratio of Earnings to Fixed Charges.......................................5
Use of Proceeds..........................................................5
Description of Debt Securities...........................................6
Tax Consequences To Holders.............................................12
Plan of Distribution....................................................13
Legal Matters...........................................................14
Experts.................................................................14
Forward-Looking Information May Prove Inaccurate
This prospectus contains or incorporates by reference "forward-looking
statements" as that term is used in federal securities laws about our financial
condition, results of operations and business. These statements include, among
others:
o statements concerning the benefits that we expect will result from our
business activities and certain transactions we have completed, such as
increased revenues, decreased expenses and avoided expenses and
expenditures; and
o statements of our expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical
facts.
These statements may be made expressly in this prospectus, or may be
incorporated by reference to other documents filed with the Securities and
Exchange Commission (the "SEC"). You can identify many of these statements by
looking for words such as "believes," "expects," "anticipates," "estimates," or
similar expressions used in this prospectus or incorporated by reference in this
prospectus.
These forward-looking statements are subject to numerous assumptions,
risks and uncertainties that may cause our actual results to be materially
different from any future results expressed or implied by us in those
statements, including the risks and uncertainties of a research-based
pharmaceutical and health care company detailed in the documents filed with the
SEC and incorporated by reference in this prospectus.
Because the statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by the
forward-looking statements. We caution you not to place undue reliance on the
statements, which speak only as of the date of this prospectus or, in the case
of documents incorporated by reference, the date of the applicable document.
The cautionary statements contained or referred to in this section
should be considered in connection with any subsequent written or oral
forward-looking statements that we or persons acting on our behalf may issue. We
do not undertake any obligation to review or confirm analysts' expectations or
estimates or to release publicly any revisions to any forward-looking statements
to reflect events or circumstances after the date of this prospectus or to
reflect the occurrence of unanticipated events.
2
Where You Can Find More Information About Us
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file at the SEC's public reference facilities in
Washington, D.C., New York, New York, and Chicago, Illinois. For further
information on the public reference rooms, please call the SEC at
1-800-SEC-0330. Our SEC filings are also available to the public from the SEC's
web site at http://www.sec.gov. In addition, our SEC filings may be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
We incorporate by reference into this prospectus the documents listed
below and any future filings made by us with the SEC under Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):
o our Annual Report on Form 10-K, filed on March 31, 2003, for the year
ended December 31, 2002;
o our Quarterly Reports on Form 10-Q, filed on May 15, 2003, for the
quarter ended March 31, 2003, on August 8, 2003, for the quarter ended
June 30, 2003 and on November 12, 2003, for the quarter ended
September 30, 2003; and
o our Current Report on Form 8-K, filed on January 28, 2003 (related to
the sale of our shares of Amgen common stock).
You may obtain documents incorporated by reference into this prospectus
at no cost by requesting them in writing from us at the following address:
Investor Relations
Wyeth
Five Giralda Farms
Madison, New Jersey 07940
Tel: (973) 660-5000
Any statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference herein will be deemed to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or therein, or in any other subsequently filed
document that also is or is deemed to be incorporated herein or therein by
reference, modifies or supersedes such statement. Any such statement so modified
or superseded will not be deemed to constitute a part of this prospectus except
as so modified or superseded.
The prospectus constitutes a part of a registration statement on Form
S-3 (referred to herein, including all amendments and exhibits, as the
"Registration Statement") that we have filed with the SEC under the Securities
Act of 1933, as amended. This prospectus does not contain all of the information
contained in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. We refer you to the
Registration Statement and related exhibits for further information regarding us
and our debt securities. The Registration Statement may be inspected at the
public reference facilities maintained by the SEC at the addresses set forth
above. Statements contained in this prospectus concerning the provisions of any
document filed as an exhibit to the Registration Statement are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
SEC. Each such statement is qualified in its entirety by such reference.
3
About Wyeth
We are one of the world's largest research-based pharmaceutical and
health care products companies. In March 2002, we changed our name to Wyeth
after being known for 76 years as American Home Products Corporation.
We are a leader in the discovery, development, manufacturing and
marketing of pharmaceuticals, vaccines, biotechnology products and
non-prescription medicines. We are also a global leader in animal health care.
We specialize in therapy areas of critical need, including neuroscience
therapies, gastrointestinal diseases, musculoskeletal therapies, vaccines,
infectious diseases, women's health care, cardiovascular diseases,
transplantation and oncology. Our research and development utilizes three
technology platforms: small molecules, vaccines and protein pharmaceuticals.
Our pharmaceuticals segment manufactures, distributes, and sells
branded human ethical pharmaceuticals, biologicals, nutritionals, and animal
biologicals and pharmaceuticals. These products are promoted and sold worldwide
primarily to wholesalers, pharmacies, hospitals, physicians, retailers,
veterinarians, and other human and animal health care institutions. Some of
these sales are made to large buying groups representing certain of these
customers. Principal product categories for human use and their respective
products are: neuroscience therapies including Effexor (marketed as Efexor
internationally), Effexor XR and Ativan; cardiovascular products including
Altace; nutritionals including S26, 2nd Age Promil and 3rd Age Progress
(international markets only); gastroenterology drugs including Zoton
(international markets only) and Protonix (U.S. market only); anti-infectives
including Zosyn (marketed as Tazocin internationally); vaccines including
Prevnar (marketed as Prevenar internationally); oncology therapies;
musculoskeletal therapies including Enbrel (which, under an agreement, is
co-promoted by Wyeth and Amgen in the United States and Canada with Wyeth having
exclusive international rights to the product) and Synvisc; hemophilia
treatments including BeneFIX Coagulation factor IX (recombinant) and ReFacto
albumin-free formulated factor VIII (recombinant); immunological products
including Rapamune; and women's health care products including Premarin,
Prempro, Premphase, and Triphasil (marketed as Trinordiol internationally).
Principal animal health product categories include pharmaceuticals, vaccines
including West Nile - Innovator, endectocides including Cydectin, and growth
implants.
Our consumer healthcare segment manufactures, distributes and sells
over-the-counter health care products. Principal consumer healthcare product
categories and their respective products are: analgesics including Advil
products; allergy/cough/cold remedies including Alavert, Robitussin products and
Dimetapp products; nutritional supplements including Centrum products, Caltrate
and Solgar products; hemorrhoidal, antacid, asthma and other relief items
including Preparation H and Chap Stick products. These products are generally
sold to wholesalers and retailers and are promoted primarily to consumers
worldwide through advertising. These products are manufactured in the United
States and Puerto Rico, and in 11 foreign countries.
We are incorporated in the State of Delaware, and the address of our
principal offices is Five Giralda Farms, Madison, New Jersey 07940. Our
telephone number is 973-660-5000. You may visit us at our web site located at
www.wyeth.com. The information contained in our web site has not been, and shall
not be deemed to be, incorporated by reference into this prospectus.
4
Ratio of Earnings to Fixed Charges
The following table shows our consolidated ratio of earnings to fixed
charges for the most recent interim period and for each of the five most recent
fiscal years ended on December 31.
Nine months ended
September 30, 2003 Fiscal Year ended December 31,
2002 2001 2000 1999 1998
Ratio of earnings to
fixed charges....... 8.7 15.0 7.2 * * 9.3
- ---------------------------
* The results of operations for the years ended December 31, 2000 and 1999
were inadequate to cover total fixed charges as defined. The coverage
deficiencies for the years ended December 31, 2000 and 1999 were
$1,171,633,000 and $1,892,692,000, respectively.
For the purposes of the table above, earnings are defined as income
(loss) from continuing operations before income taxes, less equity earnings and
capitalized interest, plus fixed charges, distributed income of equity
investees, minority interests and amortization of capitalized interest. Fixed
charges include interest expense on all debt, amortization of deferred debt
issuance costs, capitalized interest and the portion of rental expense on
operating leases attributable to interest.
Use of Proceeds
Unless otherwise indicated in the prospectus supplement, we will use
all or a portion of the net proceeds from the sale of our securities offered by
this prospectus and the prospectus supplement for general working capital
purposes.
General working capital purposes may include repayment of debt, capital
expenditures, possible acquisitions and any other purposes that may be stated in
any prospectus supplement. The net proceeds may be invested temporarily or
applied to repay short-term or revolving debt until they are used for their
stated purpose.
5
Description of Debt Securities
We have summarized below material provisions of the debt securities
that we will offer and sell pursuant to this prospectus and material provisions
of the indenture. However, you should understand that this is only a summary. We
have not described all of the provisions of the indenture. We have filed the
indenture with the SEC, and we suggest that you read the indenture. We are
incorporating by reference the provisions of the indenture referred to by
section numbers and summarized below. The following summary is qualified in its
entirety by those provisions of the indenture. For purposes of this section, the
term "Company" refers only to Wyeth and not to any of its subsidiaries.
General
The debt securities will be issued under an indenture dated as of April
10, 1992, as amended on October 13, 1992 between the Company and JPMorgan Chase
Bank as trustee.
Numerical references in parentheses below are to sections in the
indenture. Wherever particular sections or defined terms of the indenture are
referred to, such sections or defined terms are incorporated herein by reference
as part of the statement made, and the statement is qualified in its entirety by
such reference.
We will describe the particular terms and conditions of any series of
debt securities offered in the applicable prospectus supplement. The prospectus
supplement, which we will file with the SEC, may or may not modify the general
terms found in this prospectus. For a complete description of any series of debt
securities, you should read both this prospectus and the prospectus supplement
relating to that series of debt securities.
As a holder of debt securities issued under the indenture, you will be
one of our unsecured creditors and will have a right to payment equal to that of
our other unsecured creditors. As of the date of this prospectus, the principal
amount of debt securities outstanding under the indenture is $6.1 billion. The
indenture does not limit the amount of debt securities that may be issued under
it and provides that debt securities may be issued under it from time to time in
one or more series.
With respect to each particular series of debt securities that we offer
by this prospectus, the prospectus supplement will describe the following terms
of each series of debt securities:
o the title of the series;
o the maximum aggregate principal amount, if any, established for debt
securities of the series;
o the maximum aggregate initial public offering price, if any,
established for the debt securities of the series;
o the date or dates on which the principal will be paid;
o the conditions pursuant to which and the times at which any premium on
the debt securities of the series will be paid;
o the annual rate or rates, if any, which may be fixed or variable, at
which the debt securities of the series shall bear interest, or the
method or methods by which the rate or rates, if any, at which the
debt securities of the series shall bear interest may be determined;
o the date or dates from which interest, if any, shall accrue;
o the dates on which any accrued interest shall be payable and the
record dates for the interest payment dates;
o the percentage of the principal amount at which the debt securities of
the series will be issued, and if less than face amount, the portion
of the principal amount that will be payable upon acceleration of
those debt
6
securities' maturity or at the time of any prepayment of
those debt securities or the method for determining that amount;
o whether we may prepay the debt securities of the series in whole or
part and, if so, the time or times at which any such prepayment may be
made, whether the prepayment may be made in whole or may be made in
part from time to time and the terms and conditions on which such
prepayment may be made, including the obligation to pay any premium or
any other make-whole amount in connection with any prepayment;
o the offices or agencies where the debt securities of the series may be
presented for registration of transfer or exchange;
o the place or places where the principal of, premium, if any, and
interest, if any, on debt securities of the series will be paid;
o whether we will have the right to redeem or repurchase the debt
securities of the series, in whole or in part, at our option, when
those redemptions or repurchases may be made, the redemption or
repurchase price or the method or methods for determining the
redemption or repurchase price, and any other terms and conditions
relating to any such redemption or repurchase by us;
o whether, when, on what terms and at whose option we will be obligated
to redeem or repurchase the debt securities of the series in whole or
part at any time pursuant to any sinking fund or analogous provisions
or without the benefit of any sinking fund or analogous provisions,
and any redemption or repurchase price or the method for determining
any redemption or repurchase price;
o if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which we will issue debt securities of
the series;
o the currency in which we will pay principal, any premium, interest or
other amounts owing with respect to the debt securities of the series,
which may be United States dollars, a foreign currency or a composite
currency;
o any index, formula or other method that we must use to determine the
amount of any payment of principal, any premium or interest on the
debt securities of the series;
o if the debt securities of the series are subordinated in right of
payment to other securities, the terms and conditions of
subordination;
o whether, and under what conditions, we will be required to pay any
additional amounts;
o whether the debt securities of the series will be issued in
certificated or book-entry form;
o any addition to, or change in, the events of default with respect to,
or covenants relating to, the debt securities in the series;
o whether the debt securities of the series will be subject to
defeasance as provided in the indenture; and
o any other specific terms and conditions of the series of debt
securities.
If we sell any series of debt securities that we may pay in, or that
are denominated in, one or more foreign currencies, currency units or composite
currencies, we will disclose any material applicable restrictions, elections,
tax consequences, specific terms and other information with respect to that
series of debt securities and the relevant currencies, currency units or
composite currencies in the prospectus supplement relating to the offer of that
series.
We may also offer and sell a series of the debt securities as original
issue discount securities, bearing no interest or interest at a rate that at the
time of issuance is below market rates, or at a substantial discount below their
7
stated principal amount. We will describe the income tax consequences and other
special considerations applicable to any original issue discount securities of
that kind described in the prospectus supplement relating to that series.
Restrictive Covenants
Limitation on Liens. The indenture provides with respect to each series
of debt securities that, unless the terms of such series of debt securities
provide otherwise, the Company will not create or assume, or permit any
Restricted Subsidiary (as defined below) to create or assume, any mortgage,
pledge, security interest or lien ("Mortgage") of or upon any Principal Property
(as defined below) or shares of capital stock or indebtedness of any Restricted
Subsidiary, unless the debt securities of such series are secured by such a
Mortgage equally and ratably with all other indebtedness thereby secured. Such
covenant does not apply to:
(a) Mortgages on any Principal Property, shares of stock or indebtedness
of any corporation existing at the time such corporation becomes a
Restricted Subsidiary;
(b) Mortgages on any Principal Property acquired, constructed or improved
by the Company or any Restricted Subsidiary after the date of the
indenture which are created or assumed contemporaneously with such
acquisition, construction or improvement or within 120 days after the
latest of the acquisition, completion of construction (including any
improvement on any existing property) or commencement of commercial
operation of such property;
(c) Mortgages on any Principal Property or shares of stock or indebtedness
acquired from a corporation merged with or into the Company or a
Restricted Subsidiary;
(d) Mortgages on any Principal Property to secure indebtedness of a
Restricted Subsidiary to the Company or another Restricted Subsidiary;
(e) Mortgages on any Principal Property in favor of the United States of
America or any State thereof or The Commonwealth of Puerto Rico or any
political subdivisions thereof to secure progress or other payments or
to secure indebtedness incurred for the purpose of financing the cost
of acquiring, constructing or improving such Principal Property
(including Mortgages incurred in connection with pollution control,
industrial revenue, Title XI maritime financings or similar
financings);
(f) Mortgages existing on the date of the indenture; and
(g) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any Mortgage
referred to in the foregoing clauses (a) to (f), inclusive. (Section
3.6)
Notwithstanding the foregoing, the Company and its Restricted
Subsidiaries may, without securing the debt securities of any series, create or
assume Mortgages (which would otherwise be subject to the foregoing
restrictions) securing indebtedness in an aggregate amount which, together with
all other Exempted Debt (as defined) of the Company and its Restricted
Subsidiaries, does not at the time exceed 10% of the Company's consolidated net
tangible assets (defined in the indenture as total assets less current
liabilities and intangible assets). (Section 3.6)
Sale and Lease-Back Transactions. The indenture provides with respect
to each series of debt securities that, unless the terms of such series of debt
securities provide otherwise, Sale and Lease-Back Transactions (as defined) by
the Company or any Restricted Subsidiary of any Principal Property are
prohibited except in the event that (a) the Company or such Restricted
Subsidiary would be entitled to incur indebtedness secured by a Mortgage on the
Principal Property to be leased equal in amount to the Attributable Debt (as
defined) with respect to such Sale and Lease-Back Transaction without equally or
ratably securing the debt securities of such series; or (b) the Company applies
an amount equal to the fair value of the property sold to the purchase of
Principal Property or to the retirement of Long-Term Indebtedness (as defined)
of the Company within 120 days of the effective date of any such Sale and
Lease-Back Transaction. In lieu of applying such amount to such retirement the
Company may
8
deliver debt securities to the trustee for cancellation, such debt
securities to be credited at the cost thereof to the Company. (Section 3.7)
Notwithstanding the foregoing, the Company or any Restricted Subsidiary
may enter into any Sale and Lease-Back Transaction (which would otherwise be
subject to the foregoing restrictions) as long as the Attributable Debt
resulting from such Sale and Lease-Back Transaction, together with all other
Exempted Debt (as defined) of the Company and its Restricted Subsidiaries, does
not at the time exceed 10% of the Company's consolidated net tangible assets.
(Section 3.7)
The term "Principal Property" means the Company's principal office
building and each manufacturing plant or research facility located within the
territorial limits of the States of the United States of America or The
Commonwealth of Puerto Rico (but not within any other territorial possession) of
the Company or a Subsidiary except such as the Board of Directors by resolution
reasonably determines (taking into account, among other things, the importance
of such property to the business, financial condition and earnings of the
Company and its consolidated Subsidiaries taken as a whole) not to be a
Principal Property. (Section 1.01)
The term "Subsidiary" means any corporation the outstanding securities
of which having ordinary voting power to elect a majority of the board of
directors of such corporation are at the time owned or controlled by the Company
or by one or more Subsidiaries or by the Company and one or more Subsidiaries,
other than a Subsidiary which is engaged primarily in financing receivables,
making loans, extending credit, providing financing from foreign sources or
other activities of a character conducted by a finance company. The term
"Restricted Subsidiary" means any Subsidiary which owns a Principal Property.
(Section 1.01)
Consolidation, Merger and Sale of Assets. The Company may not
consolidate with, merge into, or sell or convey its property and assets
substantially as an entirety to another entity unless the successor entity
assumes all the obligations of the Company under the indenture and the debt
securities and after giving effect thereto, no default or Event of Default shall
have occurred and be continuing and such successor entity shall be incorporated
under the laws of the United States or any State. Thereafter, except in the case
of a conveyance by way of lease, all such obligations of the Company shall
terminate. (Section 9.1) The indenture further provides with respect to each
series of debt securities that, unless the terms of such series of debt
securities provide otherwise, the Company will not, and will not permit any
Restricted Subsidiary to, merge or consolidate with another corporation, or sell
all or substantially all of its assets to another corporation for a
consideration other than the fair value thereof in cash, if such other
corporation has outstanding obligations secured by a mortgage which, after such
transaction, would extend to any Principal Property owned by the Company or such
Restricted Subsidiary prior to such transaction, unless the Company or such
Restricted Subsidiary shall have effectively provided that the debt securities
of such series will be secured by a mortgage which, upon completion of the
aforesaid transaction, will rank prior to such mortgage of such other
corporation on any Principal Property. (Section 3.6)
The provisions of the indenture do not afford holders of the debt
securities protection in the event of a highly leveraged or other transaction
involving the Company that may adversely affect holders of the debt securities.
Events of Default
An Event of Default with respect to debt securities of any series is
defined under the indenture as being:
(a) default in payment of any principal of the debt securities of such
series, either at maturity, upon any redemption, by declaration or
otherwise;
(b) default for 30 days in payment of any interest on any debt securities
of such series;
(c) default for 90 days after written notice in the observance or
performance of any other covenant or agreement in the debt securities
of such series or the indenture;
(d) certain events of bankruptcy, insolvency or reorganization; or
9
(e) any other Event of Default provided for in the debt securities of such
series or in the supplemental indenture creating such debt securities.
(Section 5.1)
The indenture provides that (i) if an Event of Default described in the
foregoing clauses (a), (b), (c) or (e) (if the Event of Default under clause (c)
or (e) is with respect to less than all series of debt securities then
outstanding) shall have occurred and be continuing, either the trustee or the
holders of not less than 25% in principal amount of the debt securities of all
affected series (treated as one class) then outstanding may then declare the
principal of all debt securities of all such affected series and interest
accrued thereon to be due and payable immediately; and (ii) if an Event of
Default described in the foregoing clauses (d), (c) or (e) (if the Event of
Default under clause (c) or (e) is with respect to all series of debt securities
then outstanding) shall have occurred and be continuing, either the trustee or
the holders of not less than 25% in principal amount of all debt securities then
outstanding (treated as one class) may declare the principal of all debt
securities and interest accrued thereon to be due and payable immediately, but
upon certain conditions such declarations may be annulled and past defaults may
be waived (except a continuing default in payment of principal of or interest on
such debt securities) by the holders of a majority in principal amount of the
debt securities of all such affected series then outstanding. (Section 5.1)
Subject to certain limitations, the holders of a majority in principal
amount of the outstanding debt securities (treated as one class) may direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee, or exercising any trust or power conferred on the trustee. (Section
5.9)
The indenture provides that no holder of debt securities may institute
any action under the indenture (except actions for payment of overdue principal
or interest) unless such holder previously shall have given to the trustee
written notice of default and continuance thereof and unless the holders of not
less than 25% in principal amount of the debt securities of each affected series
(treated as one class) then outstanding shall have requested the trustee to
institute such action and shall have offered the trustee reasonable indemnity,
the trustee shall not have instituted such action within 60 days of such request
and the trustee shall not have received direction inconsistent with such written
request by the holders of a majority in principal amount of the debt securities
of each affected series (treated as one class). (Section 5.6)
The indenture contains a covenant that the Company will file annually
with the trustee a certificate of no default or a certificate specifying any
default that exists. (Section 3.5)
Defeasance
The indenture provides that, with respect to each series of debt
securities, unless the terms of such series of debt securities provide
otherwise, the Company shall be discharged from its obligations under the debt
securities of such series if the Company irrevocably deposits with the trustee
in trust (i) cash, or (ii) in the case of any series of debt securities the
payments on which may only be made in Dollars (as defined), U.S. Government
Obligations (as defined), maturing as to principal and interest at such times
and in such amounts as will insure the availability of cash or (iii) any
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants to pay when due the principal and interest on
all debt securities of such series and any mandatory sinking fund payments
provided that certain other conditions are met. These conditions include the
delivery to the trustee of an opinion of counsel to the effect that the Holders
of the debt securities will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to federal income tax on the same amount and in the same manner
and at the same times as would have been the case if such deposit, defeasance
and discharge had not occurred. Upon such discharge, the provisions of the
indenture with respect to the debt securities of such series shall no longer be
in effect except for certain rights, including registration of transfer and
exchange of debt securities of such series and substitution of mutilated,
defaced, destroyed, lost or stolen debt securities. (Section 10.1)
The Company will be released from its obligations with respect to the
covenants relating to the limitation on liens and sale and lease-back
transactions and the restriction on consolidations, mergers and sale of assets
with respect to the debt securities on and after the date the conditions set
forth below are satisfied ("covenant defeasance"). Covenant defeasance means
that, with respect to the outstanding debt securities of any series, the Company
may omit to comply with and will have no liability in respect of any term,
condition or limitation with respect to such provisions of the indenture and
such omission to comply shall not constitute an Event of Default, but
10
the other terms of the indenture and such debt securities shall be unaffected
thereby. The following are the conditions to covenant defeasance: (a) the
Company has irrevocably deposited or caused to be deposited with the trustee in
trust (i) cash, or (ii) in the case of any series of debt securities the
payments on which may only be made in Dollars, U.S. Government Obligations
maturing as to principal and interest at such times and in such amounts as will
insure the availability of cash or (iii) a combination thereof, sufficient, in
the opinion of a nationally recognized firm of independent public accountants to
pay when due (A) the principal and interest on all debt securities of such
series and (B) any mandatory sinking fund payments; (b) no Event or Default or
event which with notice or lapse of time or both would become an Event of
Default with respect to the debt securities shall have occurred and be
continuing on the date of such deposit; and (c) certain other customary
conditions. (Section 10.1)
Modification of the Indenture
The indenture provides that the Company and the trustee may enter into
supplemental indentures without the consent of the holders of debt securities
to:
(a) secure any debt securities;
(b) evidence the assumption by a successor corporation of the obligations
of the Company;
(c) add covenants for the protection of the holders of debt securities;
(d) cure any ambiguity or correct any inconsistency in the indenture;
(e) establish the forms or terms of debt securities of any series; and
(f) evidence the acceptance of appointment by a successor trustee.
(Section 8.1)
The indenture also contains provisions permitting the Company and the
trustee, with the consent of the holders of not less than a majority in
principal amount of debt securities of each series then outstanding and
affected, to add any provisions to, or change in any manner or eliminate any of
the provisions of, the indenture or modify in any manner the rights of the
holders of the debt securities of each series so affected; provided that the
Company and the trustee may not, without the consent of the holder of each
outstanding debt security affected thereby,
(a) extend the final maturity of the principal of any debt security or
reduce the principal amount thereof or reduce the rate or extend the
time of payment of interest thereon or reduce any amount payable on
the redemption thereof or change the currency in which the principal
thereof (including any amount in respect of original issue discount)
or interest thereon is payable or reduce the amount of any original
issue discount security payable upon acceleration or provable in
bankruptcy or alter certain provisions of the indenture relating to
debt securities not denominated in U.S. dollars or impair the right to
institute suit for the enforcement of any payment on any debt security
when due;
(b) reduce the aforesaid percentage in principal amount of debt securities
of any series, the consent of the holders of which is required for any
such modification; or
(c) modify any of the foregoing provisions except to increase the
aforesaid percentage or to provide that other provisions of the
indenture may not be amended or waived without the consent of the
holder of each outstanding debt security affected thereby. (Section
8.2)
The Trustee
The trustee, JPMorgan Chase Bank, is the administrative agent and a
lending bank under our credit facilities. In addition, one or more affiliates of
the trustee have performed and may continue to perform various commercial
banking, investment banking and financial advisory services for us.
11
Tax Consequences To Holders
The prospectus supplement will contain a summary of the material U.S.
federal income tax consequences, if any, to persons investing in the debt
securities offered by that prospectus supplement. In addition, if the tax laws
of foreign countries are material to a particular series of debt securities, a
prospectus supplement may describe the principal income tax consequences of
acquiring, owning and disposing of such series of debt securities. The summary
of tax consequences contained in the prospectus supplement will be presented for
informational purposes only, however, and will not be intended as legal or tax
advice to prospective purchasers. You should consult your own tax advisor prior
to any acquisition of debt securities.
12
Plan of Distribution
General
The debt securities may be sold:
o to or through underwriting syndicates represented by managing
underwriters;
o through one or more underwriters without a syndicate for them to
offer and sell to the public;
o through dealers or agents; or
o to investors directly in negotiated sales or in competitively bid
transactions.
The prospectus supplement for each series of securities we sell will
describe that offering, including:
o the name or names of any underwriters;
o the purchase price and the proceeds to us from that sale;
o any underwriting discounts and other items constituting
underwriters' compensation;
o any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers; and
o any securities exchanges on which the securities may be listed.
Underwriters
If underwriters are used in the sale, we will execute an underwriting
agreement with those underwriters relating to the securities that we will offer.
Unless otherwise set forth in the prospectus supplement, the obligations of the
underwriters to purchase these securities will be subject to conditions. The
underwriters will be obligated to purchase all of these securities if any are
purchased.
The securities subject to the underwriting agreement will be acquired
by the underwriters for their own account and may be resold by them from time to
time in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale.
Underwriters may be deemed to have received compensation from us in the form of
underwriting discounts or commissions and may also receive commissions from the
purchasers of these securities for whom they may act as agent. Underwriters may
sell these securities to or through dealers. These dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
We also may sell the securities in connection with a remarketing upon
their purchase, in connection with a redemption or repayment, by a remarketing
firm acting as principal for its own account or as our agent. Remarketing firms
may be deemed to be underwriters in connection with the securities that they
remarket.
We may authorize underwriters to solicit offers by institutions to
purchase the securities subject to the underwriting agreement from us, at the
public offering price stated in the prospectus supplement under delayed delivery
contracts providing for payment and delivery on a specified date in the future.
If we sell securities under these delayed delivery contracts, the prospectus
supplement will state that as well as the conditions to which these delayed
delivery contracts will be subject and the commissions payable for that
solicitation.
13
Agents
We may also sell any of the securities through agents designated by us
from time to time. We will name any agent involved in the offer or sale of these
securities and will list commissions payable by us to these agents in the
prospectus supplement. These agents will be acting on a best efforts basis to
solicit purchases for the period of its appointment, unless we state otherwise
in the prospectus supplement.
Direct Sales
We may sell any of the securities directly to purchasers. In this case,
we will not engage underwriters or agents in the offer and sale of these
securities.
Indemnification
We may indemnify underwriters, dealers or agents who participate in the
distribution of securities against certain liabilities, including liabilities
under the Securities Act of 1933 and agree to contribute to payments which these
underwriters, dealers or agents may be required to make.
No Assurance of Liquidity
The securities offered hereby may be a new issue of securities with no
established trading market. Any underwriters that purchase securities from us
may make a market in these securities. The underwriters will not be obligated,
however, to make a market and may discontinue market-making at any time without
notice to holders of the securities. We cannot assure you that there will be
liquidity in the trading market for any securities of any series.
Legal Matters
The validity of the debt securities offered by this prospectus and any
prospectus supplement will be passed upon for us by Simpson Thacher & Bartlett
LLP, our counsel.
Experts
The consolidated financial statements of Wyeth at December 31, 2002 and
2001 and for each of the two years in the period ended December 31, 2002
incorporated by reference in this prospectus have been so incorporated by
reference in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing.
The consolidated financial statements of Wyeth for the year ended
December 31, 2000 incorporated by reference in this prospectus and elsewhere in
the Registration Statement have been audited by Arthur Andersen LLP, our
previous independent public accountants, as indicated in their report with
respect thereto, and are incorporated by reference in reliance upon the
authority of said firm as experts in giving said report.
Arthur Andersen LLP completed its audit of our consolidated financial
statements at December 31, 2001 and 2000 and for each of the three years in the
period ended December 31, 2001 and issued its report with respect to such
consolidated financial statements on January 24, 2002. On June 15, 2002, Arthur
Andersen LLP was convicted of obstruction of justice for activities relating to
its previous work for Enron Corp., and Arthur Andersen LLP ceased to audit
publicly held companies in August 2002. Investors in the securities which may be
sold under any prospectus supplement may not be able to effectively recover
against Arthur Andersen LLP for any claims they may have under securities or
other laws as a result of Arthur Andersen LLP's previous role as our independent
public accountants and as author of the audit report for the audited financial
statements for the year ended December 31, 2000, incorporated by reference in
this prospectus.
14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
Estimated
Amounts
Securities and Exchange Commission registration fee under the 1933 Act............ $ 202,250
Printing and engraving expenses................................................... $ 20,000
Legal fees and expenses........................................................... $ 190,000
Rating agency fees................................................................ $ 1,022,900
Accountants' fees and expenses.................................................... $ 100,000
Blue Sky fees and expenses........................................................ $ 10,000
Trustee fees and expenses......................................................... $ 20,000
Miscellaneous..................................................................... $ 4,850
-----------
Total............................................................................. $1,570,000
- ----------
- ---------------------------------------------------------------------------------------------------------------------------
* Except for the Securities and Exchange Commission registration fee, all
fees and expenses are estimated. All of the above fees and expenses
will be borne by the Company.
Item 15. Indemnification of Directors and Officers
Article Nine of the Company's Restated Certificate of Incorporation
provides for the elimination of personal monetary liabilities of directors of
the Company for breaches of certain of their fiduciary duties to the full extent
permitted by Section 102(b)(7) of the General Corporation Law of Delaware (the
"GCL"). Section 102(b)(7) of the GCL enables a corporation in its certificate of
incorporation to eliminate or limit the personal liability of members of its
board of directors to the corporation or its shareholders for monetary damages
for violations of a director's fiduciary duty as a director. Such a provision
has no effect on the availability of equitable remedies, such as an injunction
or rescission, for breach of fiduciary duty. In addition, no such provision may
eliminate or limit the liability of a director for breaching his or her duty of
loyalty, failing to act in good faith, engaging in intentional misconduct or
knowingly violating the law, paying an unlawful dividend or approving an illegal
stock repurchase, or obtaining an improper personal benefit.
Section 145 of the GCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation--a "derivative action"), if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceedings, had no reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's by-laws, disinterested
director vote, stockholder vote, agreement or otherwise.
The Company's By-laws provide that the Company is authorized to provide
indemnification and to advance expenses to its directors, officers and employees
in respect of claims, actions, suits or proceedings based upon, arising from,
relating to or by reason of the fact that any such director or officer serves in
such capacity with the Company or at the request of the Company in any capacity
with any other corporation or entity of which the Company is or was a
stockholder, creditor or otherwise interested.
II-1
The Company maintains directors' and officers' liability insurance
which insures against liabilities that directors or officers of the Company may
incur in such capacities.
The form of Underwriting Agreement filed as Exhibit 1.1 provides for
the indemnification of the Company, its controlling persons, its directors and
officers by any agents, dealers or underwriters who execute those agreements
against certain liabilities which might arise from information furnished to the
Company by such indemnifying party.
Item 16. Exhibits
INDEX TO EXHIBITS
Exhibit
Number Description
1.1 Form of Underwriting Agreement (previously filed).
4.1 Indenture dated as of April 10, 1992 between American Home Products
Corporation and Manufacturers Hanover Trust Company, as trustee
(incorporated by reference to Exhibit 4-a to the Registrant's Registration
Statement on Form S-3 (File No. 33-57339), filed on January 18, 1995).
4.2 Supplemental Indenture dated October 13, 1992 between American Home
Products Corporation and Chemical Bank, as trustee (incorporated by
reference to Exhibit 4-b to the Registrant's Registration Statement on Form
S-3 (File No. 33-57339), filed on January 18, 1995).
5.1 Opinion of Simpson Thacher & Bartlett LLP as to legality of the debt
securities (previously filed).
12.1 Computation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12 to the Registrant's Annual Report on Form 10-K,
filed on March 31, 2003).
12.2 Computation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2003, filed on November 12, 2003).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1).
24.1 Power of Attorney of Wyeth (previously filed).
25 Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act
of 1939, as amended, of JPMorgan Chase Bank, as trustee (previously filed).
After reasonable efforts, the Company has not been able to obtain the
written consent of Arthur Andersen LLP, the Company's former independent public
accountants, to the incorporation by reference into this registration statement
of its report covering the Company's financial statements for the year ended
December 31, 2000. The Company has dispensed with the requirement to file the
written consent of Arthur Andersen LLP in reliance on Rule 437a promulgated
under the Securities Act of 1933, as amended. Since the Company has not been
able to obtain the written consent of Arthur Andersen LLP, investors will not be
able to recover against Arthur Andersen LLP under Section 11 of the Securities
Act for any untrue statements of a material fact contained in the financial
statements for the year ended December 31, 2000 audited by Arthur Andersen LLP
incorporated by reference herein or any omissions to state a material fact
required to be stated therein.
- -------------------------------------------------------------------------------
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-2
(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 the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the SEC by the registrant pursuant to section 13
or section 15(d) of 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 further undertakes that for purposes of
determining any liability under the Securities Act:
(1) 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 any 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;
(2) the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to Rule
424(B)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was declared
effective; and
(3) each post-effective amendment that contains a form of prospectus
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 foregoing provisions, or otherwise, except pursuant to the
insurance policies referred to in Item 15, the registrant has been advised that
in the opinion of the Securities and Exchange Commission, 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 such registrant of expenses incurred or
paid by a director, officer or controlling person of such 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 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.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Madison, state of New Jersey, on November 21, 2003.
WYETH
By: /s/ Kenneth J. Martin
-------------------------------------------------
Name: Kenneth J. Martin
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dated indicated.
Signatures Title Date
Principal Executive Officers:
/s/ Robert Essner* Chairman of the Board, November 21, 2003
Robert Essner President and
Chief Executive Officer
Principal Financial Officer:
/s/ Kenneth J. Martin Executive Vice President and November 21, 2003
Kenneth J. Martin Chief Financial Officer
Principal Accounting Officer:
/s/ Paul J. Jones* Vice President and November 21, 2003
Paul J. Jones Controller
Directors:
/s/ Clifford L. Alexander, Jr* Director November 21, 2003
Clifford L. Alexander, Jr.
Frank A. Bennack, Jr. Director
/s/ Richard L. Carrion* Director November 21, 2003
Richard L. Carrion
/s/ John D. Feerick* Director November 21, 2003
John D. Feerick
/s/ John P. Mascotte* Director November 21, 2003
John P. Mascotte
S-1
/s/ Mary Lake Polan M.D., Ph.D., M.P.H.* Director November 21, 2003
Mary Lake Polan, M.D., Ph.D., M.P.H.
/s/ Ivan G. Seidenberg* Director November 21, 2003
Ivan G. Seidenberg
/s/ Walter V. Shipley* Director November 21, 2003
Walter V. Shipley
/s/ John R. Torell, III* Director November 21, 2003
John R. Torell, III
*By: /s/ Kenneth J. Martin Executive Vice President and November 21, 2003
Kenneth J. Martin, Chief Financial Officer
Attorney-in-Fact
S-2
INDEX TO EXHIBITS
Exhibit
Number Description
1.1 Form of Underwriting Agreement (previously filed).
5.1 Opinion of Simpson Thacher & Bartlett LLP as to legality of the debt
securities (previously filed).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
24.1 Power of Attorney of Wyeth (previously filed).
25 Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act
of 1939, as amended, of JPMorgan Chase Bank, as trustee (previously filed).
- ------------------------------------------------------------------------------