FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended March 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Transition Period From To
-------- --------
Commission File Number 1-3608
WARNER-LAMBERT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 22-1598912
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
201 Tabor Road, Morris Plains, New Jersey
(Address of principal executive offices)
07950
(Zip Code)
Registrant's telephone number, including area code: (201) 540-2000
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
--- ---
Indicate the number of shares outstanding of each of
the issuer's classes of Common Stock, as of the latest
practicable date.
CLASS Outstanding at April 30, 1995
----- -------------------------------
Common Stock, $1 par value 134,820,717
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WARNER-LAMBERT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, 1995 December 31, 1994
-------------- -----------------
(Millions of dollars)
ASSETS:
Cash and cash equivalents $ 154.0 $ 217.9
Short-term investments 269.4 247.2
Receivables 1,133.4 1,096.0
Inventories 704.8 636.2
Prepaid expenses and other current assets 357.6 318.0
-------- --------
Total current assets 2,619.2 2,515.3
Investments and other assets 593.7 557.6
Equity investments in affiliated companies 244.9 234.2
Property, plant and equipment 1,856.4 1,846.0
Intangible assets 383.3 379.7
-------- --------
Total assets $5,697.5 $5,532.8
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Commercial paper $ 767.1 $ 641.4
Notes payable - banks and other 368.7 283.7
Accounts payable, trade 416.6 517.7
Accrued compensation 133.1 150.6
Other current liabilities 575.0 601.8
Federal, state and foreign income taxes 188.9 158.2
-------- --------
Total current liabilities 2,449.4 2,353.4
Long-term debt 525.8 535.2
Other noncurrent liabilities 779.7 806.5
Minority interests 36.5 21.3
Shareholders' equity:
Preferred stock - none issued - -
Common stock - 160,330,268 shares issued 160.3 160.3
Capital in excess of par value 161.9 152.2
Retained earnings 2,768.3 2,654.5
Cumulative translation adjustments (205.6) (181.0)
Treasury stock, at cost (1995 - 25,638,129
shares; 1994 - 25,734,568 shares) (978.8) (969.6)
-------- --------
Total shareholders' equity 1,906.1 1,816.4
-------- --------
Total liabilities and shareholders'
equity $5,697.5 $5,532.8
======== ========
See accompanying notes to consolidated financial statements.
WARNER-LAMBERT COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended March 31,
----------------------------
1995 1994
-------- --------
(Millions of dollars, except per share amounts)
NET SALES $1,604.6 $1,472.9
COSTS AND EXPENSES:
Cost of goods sold 532.3 479.0
Marketing 539.1 523.8
Administrative and general 103.0 103.4
Research and development 114.3 97.9
Other expense(income), net 7.0 (4.8)
-------- --------
Total costs and expenses 1,295.7 1,199.3
-------- --------
INCOME BEFORE INCOME TAXES AND MINORITY
INTERESTS 308.9 273.6
Provision for income taxes 77.2 63.4
Minority interests 30.3 19.8
-------- --------
NET INCOME $ 201.4 $ 190.4
======== ========
PER COMMON SHARE:
Net income $ 1.50 $ 1.42
======== ========
Cash dividends paid $ .65 $ .61
======== ========
See accompanying notes to consolidated financial statements.
WARNER-LAMBERT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months
Ended March 31,
------------------
1995 1994
------------------
(Millions of dollars)
OPERATING ACTIVITIES:
Net income $ 201.4 $ 190.4
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 48.3 43.5
Minority interests 30.3 19.8
Receivables (38.8) (39.7)
Inventories (72.2) (66.1)
Accounts payable and accrued liabilities (135.1) (95.8)
Other, net (46.2) 4.5
------- -------
Net cash (used) provided by
operating activities (12.3) 56.6
------- -------
INVESTING ACTIVITIES:
Purchases of investments (119.9) (110.5)
Proceeds from sales of investments 57.5 63.7
Capital expenditures (67.0) (46.5)
Other, net 1.3 1.4
------- -------
Net cash used by investing activities (128.1) (91.9)
------- -------
FINANCING ACTIVITIES:
Proceeds from borrowings 238.0 128.0
Principal payments on borrowings (48.4) (32.0)
Purchases of treasury stock (17.1) (40.1)
Cash dividends paid (87.5) (81.7)
Distributions paid to minority interests (15.2) (.2)
Proceeds from exercise of stock options 12.7 3.4
------- -------
Net cash provided (used) by
financing activities 82.5 (22.6)
------- -------
Effect of exchange rate changes on cash
and cash equivalents (6.0) (3.2)
------- -------
Decrease in cash and cash equivalents (63.9) (61.1)
Cash and cash equivalents at beginning of year 217.9 440.5
------- -------
Cash and cash equivalents at end of period $ 154.0 $ 379.4
======= =======
See accompanying notes to consolidated financial statements.
WARNER-LAMBERT COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A: The interim financial statements presented herein should be
read in conjunction with Warner-Lambert Company's 1994 Annual
Report.
NOTE B: The results of operations for the interim periods are not
necessarily indicative of the results for the full year.
NOTE C: In the opinion of management, all adjustments considered
necessary for a fair presentation of the results for the
interim periods have been included in the consolidated
financial statements.
NOTE D: Net income per share is computed based on the average number
of common shares outstanding during each period. The effect
on net income per share from the assumed conversion of common
stock equivalents was not material. The average number of
shares of common stock outstanding during the three months
ended March 31, 1995 and March 31, 1994 was 134,625,000 and
133,850,000, respectively.
NOTE E: Major classes of inventories were as follows:
March 31, 1995 December 31, 1994
-------------- -----------------
(In millions)
Raw materials $113.7 $112.3
Finishing supplies 59.6 54.2
Goods in process 102.3 93.2
Finished goods 429.2 376.5
------ ------
$704.8 $636.2
====== ======
NOTE F: Property, plant and equipment balances were as follows:
March 31, 1995 December 31, 1994
-------------- -----------------
(In millions)
Property, plant and equipment $ 3,195.6 $ 3,167.6
Less accumulated depreciation (1,339.2) (1,321.6)
---------- ---------
Net $ 1,856.4 $ 1,846.0
========== =========
NOTE H: Intangible asset balances were as follows:
March 31, 1995 December 31, 1994
-------------- -----------------
(In millions)
Patents, trademarks,
goodwill and other
intangibles $ 450.8 $ 442.0
Less accumulated amortization (67.5) (62.3)
------- -------
Net $ 383.3 $ 379.7
======= =======
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FIRST QUARTER ENDED MARCH 31, 1995
- -----------------------------------
COMPARED WITH CORRESPONDING PERIOD IN 1994
- ------------------------------------------
REVENUES
- --------
Worldwide sales for the first quarter of 1995 were $1,605 million, 9
percent higher than 1994 first quarter sales of $1,473 million. Sales
growth of approximately 3 percent was from sales of products
contributed by Wellcome plc (acquired by Glaxo plc ("Glaxo") and
referred to as "Glaxo Wellcome") to the international Warner Wellcome
joint venture operations that were formed in mid-1994 (described
below), and from a business that Warner-Lambert acquired in 1994. Unit
volume gains were 7.1 percent, price increases were .4 percent and
foreign exchange rate changes had a favorable impact of 1.4 percent.
U.S. sales increased $20 million or 3 percent to $679 million.
International sales increased $112 million or 14 percent to $926
million. At constant exchange rates, international sales increased 11
percent from the same period last year. The devaluation of the Mexican
peso in December 1994 resulted in a negative impact on the company's
sales of $28 million in the first quarter of 1995. The inclusion of the
Glaxo Wellcome products and the acquired business's products increased
international sales by approximately 6 percent.
SEGMENT SALES THREE MONTHS ENDED MARCH 31,
- ------------- -----------------------------------------
(Dollars in Millions) Percent
1995 1994 Increase/(Decrease)
------- ------- -------------------
Consumer Health Care $ 716.7 $ 653.8 9.6 %
Confectionery 305.2 312.2 (2.3)
Pharmaceutical 582.7 506.9 15.0
------- -------
Consolidated Net Sales $ 1,604.6 $ 1,472.9 8.9 %
======= =======
Worldwide sales of consumer health care products in the first quarter
of 1995 were nearly 10 percent higher than in the same period last
year. Sales growth of 6 percent resulted from the inclusion of
approximately $40 million in sales of Glaxo Wellcome products,
including Sudafed and Actifed cold medications and Zovirax cold sore
cream, contributed by Glaxo Wellcome to those Warner Wellcome joint
venture operations that were not in existence during the first quarter
of 1994.
Sales of consumer health care products of $307 million in the U.S. were
unchanged from first quarter 1994 levels. Products achieving growth in
the U.S. included Benadryl antihistamine (benefiting from the
introduction in the third quarter of 1994 of Benadryl Dye-Free
antihistamine and in March 1995 of Benadryl Chewables) and sales from
Silk Effects women's wet-shave system (introduced in the second quarter
of 1994). International sales were $410 million, an increase of 18
percent compared with the same period last year. At constant exchange
rates, international sales increased 15 percent. International sales
growth of 11 percent resulted from the inclusion of the Glaxo Wellcome
products.
In December 1993, Warner-Lambert signed separate agreements with both
Wellcome plc ("Wellcome") and Glaxo plc (which acquired Wellcome in
1995 and is referred to as "Glaxo Wellcome") governing the
establishment of joint ventures in various countries to develop and
market a broad range of nonprescription consumer health care products.
Warner-Lambert is currently in discussions with Glaxo Wellcome
regarding these agreements. It is too early to predict the outcome of
the discussions.
Warner-Lambert's agreement with Wellcome, prior to its acquisition by
Glaxo, calls for both companies to contribute to the joint venture
operations current and future over-the-counter (OTC) products. Joint
venture operations formed pursuant to a global principles agreement
began in the U.S. and Canada in January 1994, in Australia, New Zealand
and certain countries in Europe in June 1994 and in Germany in November
1994. Warner-Lambert consolidates the financial results of the Warner
Wellcome joint venture operations. A New Drug Application ("NDA") for
the conversion to OTC use of Wellcome's antiviral drug Zovirax as a
genital herpes medication was filed with the U.S. Food and Drug
Administration ("FDA") in August 1993. On January 12, 1995 the FDA's
Antiviral Drugs and Nonprescription Drugs Advisory Committees met and
recommended not to approve Zovirax as an OTC treatment. Approval in the
near term for Zovirax as an OTC treatment in the U.S. appears unlikely.
Zovirax cold sore cream has been approved for OTC use and is being sold
by Warner Wellcome in several countries outside the U.S.
Warner-Lambert and Glaxo Wellcome, prior to its acquisition of
Wellcome, formed a joint venture in the U.S. that commenced operations
in December 1993. The Glaxo Warner joint venture will develop, seek
approval of and market OTC versions of Glaxo prescription drugs in the
U.S., including Zantac, its pharmaceutical product for ulcer treatment.
On September 30, 1994, Glaxo submitted a NDA filing to the FDA for the
sale in the U.S. of Zantac as an OTC product for the treatment of
episodic heartburn. In December 1994, Zantac gained OTC marketing
approval in the U.K. as a treatment for episodic heartburn and was
launched in March 1995. In addition to marketing OTC Zantac in the
U.K., Warner Wellcome is marketing Beconase, an OTC allergy nasal spray
from Glaxo. Warner-Lambert will share in the profits generated by
these brands.
Confectionery sales in the U.S. fell 14 percent to $94 million in the
first quarter primarily due to declines in sales of Trident chewing
gum, Cinn*A*Burst stick gum, Dentyne chewing gum and Certs breath mints
as a result of promotion and advertising cycles being adjusted during
the first quarter. International confectionery sales increased 4
percent to $211 million. At constant exchange rates, international
sales increased 8 percent. Products with international sales increases
were Bubbaloo and Bubblicious chunk bubble gums. In addition, Saila
S.p.A., which was acquired by Warner-Lambert in June 1994, contributed
$8 million to confectionery segment sales in the first quarter of 1995.
Pharmaceutical sales increased 14 percent in the U.S. to $278 million
for the first quarter primarily due to sales growth of the
cardiovascular drug Accupril, the anticonvulsant Dilantin, the add-on
epilepsy therapy Neurontin (launched during the first quarter of 1994)
and Cognex, the first effective treatment for Alzheimer's disease.
International pharmaceutical sales increased 16 percent to $305
million. At constant exchange rates, international sales increased 8
percent. Major contributors to the international sales growth were
Accupril, Capsugel empty hard-gelatin capsules and the analgesic
Ponstan. In the first quarter of 1995 the company launched Pimenol, an
antiarrythmic drug, in Japan and Cefdinir, a new oral cephalosporin
antibiotic, in the Philippines. Cefdinir is in advanced phase III
trials in the U.S.
Warner-Lambert continues to make progress in resolving the issues
related to the consent decree that the company entered into with the
FDA in 1993. The consent decree with the FDA is a court-approved
agreement that primarily requires the company to certify that
laboratory and/or manufacturing procedures at its pharmaceutical
manufacturing facilities in the U.S. and Puerto Rico meet current Good
Manufacturing Practices established by the FDA. Most of those
pharmaceutical products which the company intends to continue
manufacturing and/or marketing have returned to full manufacture and
distribution, and laboratories in all U.S. pharmaceutical plants have
received certification. The company is working with the FDA to complete
facility certification for the Vega Baja and Fajardo plants in Puerto
Rico. The certification for the pharmaceutical portion of Warner-
Lambert's manufacturing facility at Vega Baja, Puerto Rico was accepted
by the FDA in February 1995.
COSTS AND EXPENSES
- ------------------
Cost of goods sold of $532 million was 11 percent higher than $479
million in the first quarter of 1994. The increase was due to higher
sales volume and the impact of the Warner Wellcome international joint
venture operations (which were formed in mid-1994). Cost of goods sold
as a percentage of net sales was 33.2 percent in the first quarter of
1995 compared with 32.5 percent in the first quarter of 1994. The
increase is attributable to higher cost of goods sold percentages
generated by both the consumer health care and confectionery segments,
resulting from changes in the segments' product mix.
Marketing expense in the first quarter of 1995 rose 3 percent to $539
million compared with $524 million for the same period last year,
primarily due to the Warner Wellcome joint venture operations outside
the U.S. (which became operational in mid-1994), partially offset by
reductions in the U.S. pharmaceutical sales force. As a percentage of
net sales, marketing expense in the first quarter of 1995 was 33.6
percent compared with 35.6 percent in the first quarter of 1994,
reflecting the company's efforts to contain expenses associated with
marketing combined with the strong sales growth in this period.
Administrative and general expense was $103 million in the first
quarter of 1995, remaining unchanged from the corresponding 1994
period. As a percentage of net sales, administrative and general
expense was 6.4% in the first quarter of 1995 compared with 7.0% in the
first quarter of 1994.
Research and development expense rose 17 percent to $114 million in the
first quarter of 1995 compared with $98 million for the same period
last year, reflecting higher spending on clinical trials. As a
percentage of net sales, research and development expense increased to
7.1% of net sales from 6.6% in 1994. For 1995, the company plans to
invest approximately $500 million in R&D expenditures.
Other expense(income), net of $7 million in the first quarter of 1995
increased $12 million compared with the first quarter of 1994 primarily
due to higher interest expense (resulting from increased debt levels
and an increase in interest rates).
Minority interests of $30 million in the first quarter of 1995 was $10
million higher than in the first quarter of 1994 as a result of the
international Warner Wellcome joint venture operations (which became
operational in mid-1994).
RESTRUCTURING
- -------------
In 1993 and 1991, the company recorded pretax restructuring charges of
$525 million and $544 million, respectively, for the worldwide
rationalization of manufacturing and distribution facilities and for
organizational restructuring. The company had reserve balances related
to these programs of $383 million and $403 million at March 31, 1995
and December 31, 1994, respectively. At present, the company is unaware
of any event that would significantly change the plans, spending or
savings relating to the restructuring programs.
INCOME TAXES
- ------------
Three Months Three Months
Effective Tax Rate Ended 3/31/95 Ended 3/31/94
- ------------------ ------------- -------------
As Reported 25.0% 23.2%
After Minority Interests 27.7% 25.0%
An effective tax rate of 25.0 percent in the first quarter of 1995
compares with an effective tax rate of 23.2 percent in the first
quarter of 1994. These rates reflect the impact of reporting minority
interests (which reduced the effective tax rate by 2.7 percentage
points in 1995 and 1.8 percentage points in 1994). The 2.7 percentage
point increase in the 1995 rate after minority interests was
predominantly due to the 1995 phase-in of the U.S. tax law changes
enacted in 1993. These changes resulted in the reduction of research
and development tax credits and changes in the way research and
development expenses are charged to foreign source income. In addition,
part of the rate increase is due to an expected greater proportion of
the company's taxable earnings being derived from international
businesses located in higher tax jurisdictions.
NET INCOME
- ----------
Net income for the first quarter of 1995 was $201 million or $1.50 per
share compared to $190 million or $1.42 per share for the first quarter
of 1994, an increase of 6 percent. The devaluation of the Mexican peso
in the first quarter of 1995 lowered earnings per share by
approximately 3 cents. The company estimates that the devaluation of
the Mexican peso will lower planned earnings per share in 1995 by
approximately 15 cents.
OTHER
- -----
During 1995 and 1996 Warner-Lambert expects to revitalize its core
businesses through the sale of selected products, non-strategic
businesses and undervalued and non-productive assets. The asset sales
will allow the company to invest more heavily in its core businesses,
to spend more on its pharmaceutical Phase III compounds, for strategic
market development, for new product launches and for development of
Zantac for OTC use and will have a positive impact on the company's
reported earnings per share. In addition the company does not expect
that its quarterly growth in earnings per share will be symmetrical
during 1995.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash and cash equivalents at March 31, 1995 amounted to $154 million, a
decrease of $64 million since December 31, 1994. The company also held
$465 million in short-term investments and other nonequity securities
(included in investments and other assets) that do not qualify as cash
equivalents, representing an increase of $63 million since December 31,
1994. Net debt (total debt less cash and cash equivalents, short-term
investments and other nonequity securities) of $1,043 million at March
31, 1995 increased $202 million from $841 million at December 31, 1994.
At present, the company projects that its net debt position at December
31, 1995 will not be significantly different from its net debt position
at December 31, 1994.
Capital expenditures for 1995 are planned to be approximately $410
million. This includes approximately $80 million to be spent for the
consolidation and upgrading of manufacturing, distribution and research
facilities, and for organizational restructuring in connection with the
company's restructuring plans announced in 1993 and 1991.
ENVIRONMENT
- -----------
The company is involved in various environmental matters, including
actions initiated by the Environmental Protection Agency. It is not
possible to predict with certainty the outcome of such matters or the
total cost of remediation. In management's opinion, such proceedings
will not result in a material adverse effect on the company's financial
position, liquidity, cash flow or results of operations for any year.
SHAREHOLDER INFORMATION
- -----------------------
In January 1995, the Board of Directors approved a 7 percent increase
in the quarterly dividend to $.65 cents per share, which was paid in
the first quarter of 1995.
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
-----------------
For a discussion of Warner-Lambert's consent decree with
the U.S. Food and Drug Administration ("FDA"), covering issues
related to compliance with current Good Manufacturing Practices
established by the FDA, and additional information relating to
environmental matters, see above under Part I, Item 2, "Management's
Discussion and Analysis of Financial Condition and Results of
Operations."
As previously disclosed, Warner-Lambert and certain
present and former employees were served with subpoenas in 1993 by
the U.S. Attorney's office in Maryland, which is conducting an
inquiry relating to compliance with FDA regulations, to produce
records and/or appear before a federal grand jury in Baltimore. A
representative of the U.S. Attorney has recently advised Warner-
Lambert that the investigation arising out of the subpoenas is
expected to be completed in the near future. Upon completion of the
investigation, the U.S. Attorney will determine whether to charge
Warner-Lambert and/or the present and former employees served with
subpoenas in 1993 with violations of FDA laws relating to certain
reporting requirements and related issues. Management believes
criminal charges are not justified. Nevertheless, Warner-Lambert
continues to cooperate with the inquiry and has begun discussing
with the U.S. Attorney a possible resolution of the matter. The
Company cannot predict what the outcome will be.
In September 1993, Warner-Lambert received a Complaint
and Compliance Order from the Environmental Protection Agency
("EPA") seeking penalties of $268,000 for alleged violations of the
Resource Conservation and Recovery Act, Boilers and Industrial
Furnace regulations. Warner-Lambert is contesting the allegations
contained within the Complaint and has entered into negotiations
with the EPA in an attempt to resolve these issues. Although it is
too early to predict the outcome of this action, Warner-Lambert does
not at present expect this litigation to have a material adverse
effect on its financial position, liquidity, cash flow or results of
operations.
Beginning in late 1993, Warner-Lambert, along with
numerous other pharmaceutical manufacturers and wholesalers, has
been sued in a number of state and federal antitrust lawsuits by
retail pharmacies seeking treble damages and injunctive relief.
These actions arise from alleged price discrimination by which the
defendant drug companies, acting alone or in concert, are alleged to
have favored institutions, managed care entities, mail order
pharmacies and other buyers with lower prices for brand name
prescription drugs than those afforded to plaintiff retailers. The
federal cases have been consolidated by the Judicial Panel on
Multidistrict Litigation and transferred to the U.S. District Court
for the Northern District of Illinois for pre-trial proceedings.
The state cases pending in California have been coordinated in the
Superior Court of California, County of San Francisco. Warner-
Lambert has also been named as a defendant in actions in state
courts in Alabama, Minnesota and Wisconsin brought by classes of
pharmacies, each arising from the same allegations of price
discrimination. In addition, the Company is named in a class action
complaint in King County, Washington, brought by a class of
consumers who purchased brand name prescription drugs at retail
pharmacies. This case also arises from the same allegations of
price discrimination. Warner-Lambert believes that these actions
are without merit and will defend itself vigorously. Although it is
too early to predict the outcome of these actions, Warner-Lambert
does not at present expect this litigation to have a material
adverse effect on its financial position, liquidity, cash flow or
results of operations.
In November 1994, Warner-Lambert received an enforcement
action letter and draft complaint from the Department of Justice
alleging violation of the Clean Water Act with regard to operation
of the wastewater treatment plant at its Vega Baja, Puerto Rico
facility. Warner-Lambert is engaged in settlement negotiations with
the Department with respect to this matter and is continuing to work
with the EPA, Region II, to bring the facility into compliance with
limits established in a discharge permit. Although it is too early
to predict the outcome of this action, Warner-Lambert does not
expect this action to have a material adverse effect on its
financial position, liquidity, cash flow or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The Annual Meeting of Shareholders of Warner-
Lambert was held on April 25, 1995.
(b) Proxies for such meeting were solicited pursuant to
the definitive Proxy Statement of Warner-Lambert relating to the
Annual Meeting of Shareholders held on April 25, 1995, which was
filed with the Securities and Exchange Commission via EDGARLINK
software on March 7, 1995.
(c) The following describes the matters voted upon at
such meeting and sets forth the number of votes cast for, against or
withheld and the number of abstentions as to each such matter.
Broker non-votes were not counted for voting purposes.
(i) Election of Directors:
Number of Shares
Number of Shares Withheld From
Nominee Voted For Voting for
- -------------------- ---------------- ----------------
B. Charles Ames 113,561,057 1,003,255
Donald C. Clark 113,591,978 972,334
Lodewijk J. R. de Vink 113,587,065 977,247
John A. Georges 113,585,830 978,482
Melvin R. Goodes 113,576,644 987,668
William H. Gray III 113,556,026 1,008,286
William R. Howell 113,586,967 977,345
LaSalle D. Leffall, Jr. 113,599,918 964,394
Patricia Shontz Longe 113,582,998 981,314
Lawrence G. Rawl 113,554,355 1,009,957
Michael I. Sovern 113,575,016 989,296
Joseph D. Williams 113,521,973 1,042,339
(ii) Appointment of Independent Accountants for 1995:
Number of Shares
Number of Shares Number of Shares Abstaining From
Voted For Voted Against Voting
----------- ------------- ----------
113,662,292 633,680 268,340
(iii) Shareholder resolution seeking to eliminate the
Directors' Retirement Plan and certain other Directors' benefits:
Number of Shares
Number of Shares Number of Shares Abstaining From
Voted For Voted Against Voting
----------- ------------- ----------
29,964,158 71,439,974 3,157,868
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
(12) Computation of Ratio of Earnings to Fixed
Charges.
(27) Financial Data Schedule (filed
electronically).
(b) Warner-Lambert has not filed any reports on Form
8-K for the quarter ended March 31, 1995.
S I G N A T U R E S
-------------------
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned thereunto duly
authorized.
WARNER-LAMBERT COMPANY
(Registrant)
Date: May 11, 1995 By: Ernest J. Larini
----------------
Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: May 11, 1995 By: William F. Gilroy
-----------------
Vice President and Controller
(Principal Accounting Officer)
EXHIBIT INDEX
-------------
Exhibit No. Exhibit Page No.
- ----------- ------- --------
(12) Computation of Ratio of Earnings
to Fixed Charges.
(27) Financial Data Schedule (filed
electronically).