SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 17, 1999
Date of Report (Date of earliest event reported)
WARNER-LAMBERT COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-3608 22-1598912
(Commission File Number) (IRS Employer
Identification No.)
201 Tabor Road, Morris Plains, New Jersey 07950-2693
(Address of principal executive offices) (Zip Code)
(973) 540-2895
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
The merger (the "Merger") of WLC Acquisition Corporation, a
California corporation and a wholly-owned subsidiary of Warner-Lambert
Company, a Delaware corporation (the "registrant" or "Warner-Lambert"), into
Agouron Pharmaceuticals, Inc., a California corporation ("Agouron") was
consummated on May 17, 1999. As a result of the Merger, each outstanding
share of Agouron Common Stock will be converted into shares of common stock,
par value $1.00 per share, of Warner-Lambert ("Warner-Lambert Common Stock")
at an exchange rate equal to 0.8934. Each outstanding option for shares of
Agouron Common Stock will be converted into options for the number of shares
of Warner-Lambert Common Stock that would have been received if such options
and warrants had been exercised immediately prior to the Merger.
The terms of the Merger were described in the Proxy
Statement/Prospectus included in Warner-Lambert's Registration Statement on
Form S-4 (File No. 333-76515).
A copy of the press release, dated May 17, 1999, issued by Warner-
Lambert and Agouron, relating to the above-described transaction is attached
as an exhibit to this report and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of the Business Acquired
The financial statements of Agouron are hereby incorporated by
reference to the Annual Report of Agouron on Form 10-K for the year ended
June 30, 1998, as amended, and the Quarterly Reports of Agouron on Form 10-Q
for the quarters ended September 30, 1998, December 31, 1998 and March 31,
1998.
(b) Pro Forma Financial Information
The pro forma information related to the Merger is hereby
incorporated by reference to the Registration Statement on Form S-4 of
Warner-Lambert, filed with the Securities and Exchange Commission on April
19, 1999 (File No. 333-76515).
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(c) The following exhibit is filed with this report:
Exhibit Number Description
2.1 Agreement and Plan of Merger, dated as of
January 26, 1999, among Warner-Lambert,
WLC Acquisition Corporation and Agouron
(incorporated by reference to Annex A to
the Registration Statement on Form S-4 of
Warner-Lambert (File No. 333-76515)).
99.1 Press release of the registrant, issued
May 17, 1999, regarding the Merger.
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SIGNATURE
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 hereunto duly authorized.
WARNER-LAMBERT COMPANY
By: /s/ Rae G. Paltiel
-----------------------
Name: Rae G. Paltiel
Title: Secretary
Dated: May 17, 1999
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EXHIBIT INDEX
Exhibit Number Description Page
2.1 Agreement and Plan of Merger, dated as
of January 26, 1999, among
Warner-Lambert, WLC Acquisition Corporation
and Agouron (incorporated by reference to
Annex A to the Registration Statement
on Form S-4 of Warner-Lambert
(File No. 333-76515)).
99.1 Press release of the registrant, issued
May 17, 1999, regarding the Merger.
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