SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant[X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Warner-Lambert Company
(Name of Registrant as Specified In Its Charter)
Warner-Lambert Company
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of Securities to which
transaction applies:
__________________________________________
2) Aggregate number of securities to which
transaction applies:
__________________________________________
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (1):
__________________________________________
4) Proposed maximum aggregate value of transaction:
__________________________________________
______
(1) Set forth the amount on which the filing fee is
calculated and state how it was determined.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_________________________
2) Form, Schedule or Regis-
tration Statement No.:
_________________________
3) Filing Party:
_________________________
4) Date Filed:
_________________________
NOTICE OF ANNUAL
MEETING AND PROXY
STATEMENT
- -------------------
1994
[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 201 Tabor Road
APRIL 26, 1994 Morris Plains
- ---------------------------------------- New Jersey 07950
The Annual Meeting of Stockholders of Warner-Lambert Company
('Warner-Lambert') will be held at the Parsippany Hilton Hotel, One Hilton
Court, Parsippany, New Jersey on Tuesday, April 26, 1994, at 10:30 a.m., Eastern
Daylight Saving Time, for the following purposes:
1 to elect a Board of thirteen directors of Warner-Lambert to hold office for
the ensuing year;
2 to approve the appointment of independent accountants for 1994;
3 to consider and act upon a proposal of a stockholder relating to
Warner-Lambert's director compensation; and
4 to transact such other business as may properly come before the meeting or any
adjournment or adjournments thereof.
The Board of Directors of Warner-Lambert has fixed the close of business on
February 25, 1994 as the record date for the determination of stockholders
entitled to receive notice of and to vote at the meeting. A list of the
stockholders entitled to vote will be open to the examination of stockholders at
Warner-Lambert Company, 35 Waterview Boulevard, Parsippany, New Jersey during
ordinary business hours from April 12, 1994 to the date of the meeting.
Whether or not you plan to attend the meeting in person, please vote, sign
and date the enclosed proxy and return it in the enclosed envelope, which
requires no postage if mailed in the United States, as soon as possible in order
that you may be represented at the meeting. If you attend the meeting and wish
to vote in person, your Proxy will not be used.
Admittance Cards are required for attendance at the meeting. If you plan to
attend the meeting, please mark the box provided on the Proxy, and an Admittance
Card will be sent to you. If you do not wish to send the Proxy, you may enclose
your own request in the envelope and receive an Admittance Card.
Warner-Lambert has approximately 46,000 holders of Common Stock, many of
whom own less than 100 shares. To ensure proper representation at the meeting,
it is important, however small your holdings, that you vote, sign, date and
return your Proxy promptly. Prompt return of your Proxy will reduce follow-up
work and its attendant expense to Warner-Lambert.
By Order of the Board of Directors
Rae G. Paltiel
Secretary
March 7, 1994
[LOGO]
1
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS OF 201 Tabor Road
WARNER-LAMBERT COMPANY Morris Plains
- ----------------------------------------------------- New Jersey 07950
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Warner-Lambert Company ('Warner-Lambert' or the 'Company')
of Proxies to be voted at the Annual Meeting of Stockholders to be held on
Tuesday, April 26, 1994, and any adjournment or adjournments thereof, for the
purposes set forth in the accompanying Notice of Meeting. The mailing of this
Proxy Statement and accompanying form of Proxy to stockholders will commence on
March 7, 1994.
GENERAL
The Board of Directors knows of no business which will be presented to the
meeting other than the matters referred to in the accompanying Notice of
Meeting. However, if any other matters are properly presented to the meeting, it
is intended that the persons named in the Proxy will vote the same and act in
accordance with their judgment. Shares represented by properly executed Proxies
received on behalf of Warner-Lambert will be voted at the meeting in the manner
specified therein. If no instructions are specified in a signed Proxy returned
to Warner-Lambert, the shares represented thereby will be voted in favor of the
election of the directors listed in the enclosed Proxy, in favor of the
appointment of Price Waterhouse as independent accountants for 1994 and against
the stockholder proposal relating to Warner-Lambert's director compensation. Any
Proxy may be revoked by the person giving it at any time prior to being voted.
Only holders of Common Stock, $1 par value, whose names appear of record on
the books of Warner-Lambert at the close of business on February 25, 1994, are
entitled to vote at the meeting. At the close of business on that date there
were 133,672,347 shares of Common Stock outstanding. Each share of Common Stock
is entitled to one vote on each matter to be presented at the meeting.
ELECTION OF DIRECTORS
Pursuant to authority contained in the By-Laws, the Board of Directors has
established the number of directors to be elected at the 1994 Annual Meeting of
Stockholders at thirteen. Accordingly, a slate of thirteen directors, consisting
of the persons named below, is to be elected at the meeting to serve for the
ensuing year. Each nominee is a director at the present time. No nominee for
director is related to any other nominee or officer of Warner-Lambert or its
subsidiaries or other affiliates. All nominees were recommended to the
stockholders for election at the Annual Meeting by the Board of Directors at its
January meeting, based upon a prior recommendation to the Board by the
Nominating and Organization Committee.
Each nominee will be elected a director by a majority of the votes cast for
such nominee. For purposes of determining the number of votes cast, only those
cast for or withheld from a director or those cast for or against the other
matters to be voted upon are included. Abstentions and broker non-votes are
counted only for purposes of determining whether a quorum is present.
[LOGO]
2
[PHOTO OF B. CHARLES AMES]
NOMINEES FOR ELECTION AS DIRECTORS
B. CHARLES AMES
AGE 68 FIRST ELECTED DIRECTOR: 1980
Partner, Clayton, Dubilier & Rice (investment banking)
Mr. Ames is currently a partner at Clayton, Dubilier & Rice, an investment
banking firm. He served as Chairman and Chief Executive Officer of The Uniroyal
Goodrich Tire Company from 1988 to 1990. Previously, Mr. Ames served as Chairman
of the Board of Acme-Cleveland Corporation from April, 1987 to November, 1987,
Chairman of the Board and Chief Executive Officer from 1983 to 1987 and
President and Chief Executive Officer from 1981 to 1983. Mr. Ames was President
and Chief Executive Officer of Reliance Electric Company from 1976 to December,
1980. He holds a liberal arts degree from Illinois Wesleyan University and an
M.B.A. from Harvard University. Mr. Ames is a director of Diamond Shamrock R&M,
Inc., M.A. Hanna Company and The Progressive Corporation.
[PHOTO OF DONALD C. CLARK]
DONALD C. CLARK
AGE 62 FIRST ELECTED DIRECTOR: 1984
Chairman of the Board and Chief Executive Officer of Household International,
Inc.
(Financial services)
Mr. Clark joined Household International, Inc. in 1955 and held various
executive positions before becoming President in 1977, a position he held until
January, 1988. He was elected Chief Executive Officer in 1982 and Chairman of
the Board in 1984. Mr. Clark received a degree in business administration from
Clarkson University and an M.B.A. from Northwestern University. He is a director
of Household International, Inc., Schwitzer Inc., Scotsman Industries Inc. and
Ameritech Corporation. He is also a director of the Chicago Council on Foreign
Relations, the Lyric Opera and the Economic Club of Chicago. Mr. Clark is a
member of the Mid America Club, The Conference Board and The Business
Roundtable. He also serves as a National Trustee of Northwestern University and
a Trustee of the Evanston Hospital Board.
[PHOTO OF LODEWIJK J. R. DE VINK]
LODEWIJK J. R. DE VINK
AGE 49 FIRST ELECTED DIRECTOR: 1991
President and Chief Operating Officer of Warner-Lambert
Mr. de Vink joined Warner-Lambert in 1988 as Vice President and President,
International Operations. In April, 1990 he was appointed Executive Vice
President and President, U.S. Operations, and in August, 1991 he was elected to
his present position as President and Chief Operating Officer. Previously, he
was employed by Schering-Plough Corporation in various management and executive
positions, advancing to Senior Vice President, Schering International, in 1984
and President, Schering International, in 1986. Mr. de Vink graduated from
Nijenrode, The Netherlands School of Business. He holds a B.B.A. from Washburn
University and an M.B.A. from American
[LOGO]
3
University. Mr. de Vink is a director of Faber-Castell Corporation and a
director, Treasurer and member of the Executive Committee of the Pharmaceutical
Manufacturers Association. He also is a director of the National Actors' Theater
and Friends of Hassenfeld. Mr. de Vink is a Trustee of the Colonial Symphony,
Morristown Memorial Hospital and the National Foundation for Infectious
Diseases.
[PHOTO OF JOHN A. GEORGES]
JOHN A. GEORGES
AGE 63 FIRST ELECTED DIRECTOR: 1983
Chairman of the Board and Chief Executive Officer of International Paper
(Packaging, paper and forest products)
Mr. Georges joined International Paper in 1979 as Executive Vice President. He
was named Vice Chairman in 1980, President and Chief Operating Officer in 1981,
President and Chief Executive Officer in 1984, and Chairman of the Board and
Chief Executive Officer in 1985. Mr. Georges received a B.S. in chemical
engineering from the University of Illinois and holds an M.S. in business
administration from Drexel University. Mr. Georges is a director of
International Paper, Ryder System, Inc. and Scitex Corporation. He is a Board
member of and Trustee of the Public Policy Institute of The Business Council of
New York State and a member of The Business Council and The Business Roundtable.
Mr. Georges is also a Trustee of Drexel University.
[PHOTO OF MELVIN R. GOODES]
MELVIN R. GOODES
AGE 58 FIRST ELECTED DIRECTOR: 1985
Chairman of the Board and Chief Executive Officer of Warner-Lambert
Mr. Goodes joined Warner-Lambert in 1965 and held various managerial and
executive positions, serving as President, Warner-Lambert Mexico from 1970 to
1976, President, Pan-American Zone, from 1976 to 1977, President,
Pan-American/Asian Zone, from 1977 to 1979 and President, Consumer Products
Division, from 1979 to 1983. Mr. Goodes was elected Vice President in 1977,
Senior Vice President in 1980, Executive Vice President and President, U.S.
Operations, in 1984 and President and Chief Operating Officer in 1985. In
August, 1991, he was elected to his current position as Chairman of the Board
and Chief Executive Officer. Mr. Goodes is a graduate of Queen's University,
Kingston, Ontario, Canada, of which he is currently a Trustee, and received an
M.B.A. from the University of Chicago. He is a director of Ameritech
Corporation, Chemical Banking Corporation, Chemical Bank and Unisys Corporation.
He is also a director of the International Executive Service Corps and the New
Jersey Performing Arts Center. Mr. Goodes is a member of The Economic Club of
New York, the Industry Policy Advisory Committee, The Conference Board and the
Advisory Board of the American Paralysis Association and a member of the
Executive Committee of the National Council on Economic Education.
[LOGO]
4
[PHOTO OF WILLIAM H. GRAY III]
WILLIAM H. GRAY III
AGE 52 FIRST ELECTED DIRECTOR: 1991
President of the United Negro College Fund
Mr. Gray was appointed President of the United Negro College Fund in September,
1991. He has also served as the Senior Minister of the Bright Hope Baptist
Church since 1963. From 1968 through 1972, Mr. Gray was a lecturer at Jersey
City State College, Rutgers University and Montclair State College. He was an
Assistant Professor and a director of St. Peter's College from 1970 to 1974. Mr.
Gray served as a Congressman from the Second District of Pennsylvania from 1979
to 1991. During his tenure, he was Chairman of the House Budget Committee, a
member of the Appropriations Committee, Chairman of the House Democratic Caucus
and Majority Whip. Mr. Gray received a B.A. from Franklin and Marshall College,
a Master of Theology from Drew Theological Seminary and a Master of Theology
from Princeton Theological Seminary. He is a director of Union Pacific
Corporation, Scott Paper Company, The Prudential Insurance Company of America,
Westinghouse Electric Corporation, Municipal Bond Investors Assurance
Corporation and Chase Manhattan Corporation.
[PHOTO OF WILLIAM R. HOWELL]
WILLIAM R. HOWELL
Age 58 FIRST ELECTED DIRECTOR: 1983
Chairman of the Board and Chief Executive Officer of J.C. Penney Company, Inc.
(Retailing)
Mr. Howell joined J.C. Penney Company, Inc. in 1958. After holding various
management positions, he became Western Regional Vice President in 1976 and a
Senior Vice President and Director of Merchandising and Marketing in 1979. Mr.
Howell was elected Executive Vice President and Board member in 1981 and Vice
Chairman of the Board in 1982. In 1983, he became Chairman of the Board and
Chief Executive Officer. Mr. Howell holds a degree in business management from
the University of Oklahoma. Mr. Howell is a director of J.C. Penney Company,
Inc., Exxon Corporation, Bankers Trust New York Corporation, Bankers Trust
Company and Halliburton Company. He is a Trustee of the National Urban League
and a member of the Board of Governors of United Way of America and The Business
Council.
[PHOTO OF LASALLE D. LEFFALL, JR., M.D.]
LASALLE D. LEFFALL, JR., M.D.
AGE 63 FIRST ELECTED DIRECTOR: 1988
Charles R. Drew Professor and Chairman, Department of Surgery, Howard
University College of Medicine; Professorial Lecturer in Surgery, Georgetown
University
Dr. Leffall has served as Professor and Chairman of the Department of Surgery at
Howard University College of Medicine since 1970. In March, 1992, he was named
the Charles R. Drew Professor of Surgery. He is also a Professorial Lecturer in
Surgery at Georgetown University. He received a B.S. from Florida A&M and an
M.D. from
[LOGO]
5
Howard University. Dr. Leffall is a director of Mutual of America and Tyco Toys,
Inc. and a consultant to the National Cancer Institute. In addition, he is a
Diplomate of the American Board of Surgery and a Fellow of the American College
of Surgeons and of the American College of Gastroenterology. Dr. Leffall is also
a member of the National Urban League, the National Association for Advancement
of Colored People, the Young Men's Christian Association, Cosmos Club and
Greater Washington Research Center.
[PHOTO OF PATRICIA SHONTZ LONGE, Ph.D.]
PATRICIA SHONTZ LONGE, Ph.D.
AGE 60 FIRST ELECTED DIRECTOR: 1975
Economist; Senior Partner of The Longe Company (Economic consulting and
investments)
Dr. Longe received a B.S. and an M.B.A. from the University of Detroit and a
Ph.D. in economics from Wayne State University. Dr. Longe has been an economist
since 1963. She served as Professor of Business Administration at the University
of Michigan from 1973 to 1986 and as Adjunct Professor of Business
Administration from 1986 to 1988. Dr. Longe has been a Senior Partner of The
Longe Company, an economic consulting and investment firm, since 1981. She is a
director of The Detroit Edison Company, Jacobson Stores, Inc., Comerica
Incorporated, Comerica Bank & Trust, F.S.B., The Kroger Co. and Immokalee
Foundation, Inc.
[PHOTO OF LAWRENCE G. RAWL]
LAWRENCE G. RAWL
AGE 65 FIRST ELECTED DIRECTOR: 1986
Retired Chairman of the Board and Chief Executive Officer of Exxon Corporation
(Crude oil, natural gas and petroleum products)
Mr. Rawl joined Exxon Corporation in 1952 and held various positions in domestic
operations and corporate headquarters activities. In 1973, he became Senior Vice
President of Exxon Company, U.S.A. and in 1976, he became Executive Vice
President. He was elected Executive Vice President of Esso Europe Inc. in 1978,
Senior Vice President of Exxon Corporation in 1980, President in 1985 and
Chairman of the Board and Chief Executive Officer in 1987, which position he
held until his retirement in 1993. Mr. Rawl received a B.S. in petroleum
engineering from the University of Oklahoma. He is a director of Champion
International Corporation, Texas Commerce Bancshares, Inc. and the Texas Medical
Center. He is a member of The University Cancer Foundation Board of Visitors of
Texas MD Anderson Cancer Center, the University of Oklahoma Foundation and the
Dallas County Salvation Army Advisory Board.
[PHOTO OF PAUL S. RUSSELL, M.D.]
PAUL S. RUSSELL, M.D.
AGE 69 FIRST ELECTED DIRECTOR: 1974
Practicing Physician and Surgeon at Massachusetts General Hospital
Dr. Russell has been John Homans Professor of Surgery at Harvard Medical School
since 1962 and serves as Chairman of the Joint Committee for Governance of the
Countway Library of Medicine and the Committee on Faculty Conduct of Harvard
Medical School. Dr. Russell received his medical education from the University
of Chicago and was formerly Chief of Surgery Services at Massachusetts General
Hospital and Chairman of the Committee to Review Organ
[LOGO]
6
Transplant Programs in Harvard Affiliated Hospitals. Dr. Russell is President
and a director of the Boston Fulbright Committee and a member of the Board of
Governing Trustees of the Jackson Laboratory.
[PHOTO OF MICHAEL I. SOVERN]
MICHAEL I. SOVERN
AGE 62 FIRST ELECTED DIRECTOR: 1993
President Emeritus and Chancellor Kent Professor of Law, Columbia University
Mr. Sovern was elected to the Board of Directors, effective October 1, 1993.
Mr. Sovern joined the faculty of Columbia University in 1957, became a full
professor in 1960 and has been Chancellor Kent Professor of Law since 1977. He
served as Columbia Law School's seventh Dean from 1970 to 1979 and as Executive
Vice President and Provost of the University from 1979 to 1980. Mr. Sovern
served as President of Columbia University from 1980 to 1993, when he became
President Emeritus. He received his A.B. degree from Columbia College and LL.B.
from Columbia University Law School. Mr. Sovern is a director of American
Telephone and Telegraph Company, Chemical Banking Corporation, Orion Pictures
Corporation and the Greater New York Insurance Group. He is also Chairman of the
Japan Society and of the American Academy in Rome, and serves on the boards of
the Asian Cultural Council, the Schubert Foundation and Schubert Organization
and the NAACP Legal Defense and Education Fund.
[PHOTO OF JOSEPH D. WILLIAMS]
JOSEPH D. WILLIAMS
AGE 67 FIRST ELECTED DIRECTOR: 1973
Consultant; Retired Chairman of the Board and Chief Executive Officer of
Warner-Lambert
Mr. Williams joined Parke, Davis & Company in 1950 and served in various sales,
marketing and executive positions before becoming President and Chief Executive
Officer of Parke, Davis in 1973. In 1976, he was elected Executive Vice
President and President, Pharmaceutical Group, of Warner-Lambert. Mr. Williams
was elected President of Warner-Lambert in 1979, Chief Operating Officer in 1980
and Chairman of the Board and Chief Executive Officer in 1985, which position he
retained until his retirement in 1991. Mr. Williams holds a B.S. in chemistry
and pharmacy from the University of Nebraska College of Pharmacy. He is a
director of American Telephone and Telegraph Company, Exxon Corporation and J.C.
Penney Company, Inc. Mr. Williams is also a director of Rockefeller Financial
Services, Inc., Thrift Drug, Therapeutic Antibodies Inc., Project Hope and the
United Negro College Fund and a member of the President's Advisory Council on
Drugs.
[LOGO]
7
SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS
The following table sets forth information, as of February 11, 1994, regarding
beneficial ownership of Warner-Lambert Common Stock by each director and
nominee, each of the executive officers named in the Summary Compensation Table
and all directors and executive officers as a group:
NUMBER OF COMMON
SHARES AND
NAME SHARE EQUIVALENTS(1,2)
- -------------------------------------------------------------------------- ----------------------
B. Charles Ames 26,844
Donald C. Clark 15,454
Lodewijk J.R. de Vink 96,310(3)
John A. Georges 4,000
Melvin R. Goodes 221,418(3)
William H. Gray III 2,055
William R. Howell 2,400
LaSalle D. Leffall, Jr. 4,362
Patricia Shontz Longe 5,000
Lawrence G. Rawl 14,705
Paul S. Russell 22,344
Michael I. Sovern 2,000
Kenneth J. Whalen 9,166
Joseph D. Williams 43,352
Gregory L. Johnson 110,352(3)
Joseph E. Smith 84,729(3)
John F. Walsh 115,850(3)
All executive officers and directors as a group (35) 1,555,035(3)
- -------------------------------------------------------------------------------
1 As of February 11, 1994, all executive officers and directors as a group owned
approximately 1.16% of the outstanding shares of Common Stock.
2 Each of the above persons has (or will have upon the exercise of options
exercisable within sixty days) sole voting and investment power with respect
to all shares shown as beneficially owned by such person, except for an
aggregate of 24,000 shares granted to the non-employee directors pursuant to
the Restricted Stock Plan for Directors of Warner-Lambert Company, as to which
each director has the power to direct the vote of the shares granted to such
person, and an aggregate of 57,363 restricted shares granted to officers
pursuant to the Warner-Lambert Company 1989 Stock Plan, as to which each
officer has the power to direct the vote of the shares granted to such person.
In addition, the shareholdings listed above for Mr. Ames, Mr. Clark, Mr. Gray,
Dr. Leffall, Mr. Rawl, Dr. Russell and Mr. Whalen include shares of Common
Stock equivalents in the amounts of 14,344, 11,454, 55, 2,195, 8,705, 16,344,
and 1,552 respectively, held pursuant to Warner-Lambert's deferred
compensation arrangements for non-employee directors; and the shareholdings
listed above for Mr. de Vink, Mr. Goodes, Mr. Johnson, Mr. Smith and Mr. Walsh
include shares of Common Stock and Common Stock equivalents in the amounts of
234, 86,964, 1,299, 217 and 3,482 respectively, held pursuant to
Warner-Lambert's benefit plans.
3 Includes shares subject to options or rights granted pursuant to the Company's
stock option plans exercisable within sixty days after February 11, 1994 held
by Mr. de Vink, Mr. Goodes, Mr. Johnson, Mr. Smith, Mr. Walsh and all
executive officers and directors as a group in the amounts of 88,374 shares,
109,845 shares, 102,840 shares, 76,312 shares, 100,012 shares and 1,238,322
shares respectively.
Section 16(a) of the Securities Exchange Act of 1934 requires
Warner-Lambert's officers and directors, and persons who own more than ten
percent of a registered class of Warner-Lambert's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and the New York Stock Exchange. Warner-Lambert believes that during
1993 all Section 16(a) filing requirements applicable to its officers and
directors were complied with except that Mr. Fred G. Weiss, a Vice President of
Warner-Lambert, inadvertently filed a late report relating to a sale of Common
Stock held by his children.
[LOGO]
8
SECURITY OWNERSHIP OF WARNER-LAMBERT
The following table sets forth information with respect to the only person known
to Warner-Lambert to own beneficially more than 5% of any class of
Warner-Lambert's voting securities:
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
- -----------------------------------------------------------------------------------------------------------
Common Stock The Capital Group, Inc.
333 South Hope Street
Los Angeles, California 90071 6,941,000 * 5.16%
- -----------------------------------------------------------------------------------------------------------
* As reported in Schedule 13G filed with the Securities and Exchange Commission
dated February 1, 1994, by The Capital Group, Inc. ('CG') and Capital Research
and Management Company ('CRMC'), one of its operating subsidiaries, CG exercised
as of December 31, 1993 sole dispositive power with respect to 6,941,000 shares
and sole voting power with respect to 800 of such shares. In addition, CRMC has
sole dispositive power with respect to 6,940,200 of said shares. CG has advised
Warner-Lambert that with respect to all of such shares its subsidiaries act as
investment managers for various institutional investors and that it disclaims
beneficial interest in such shares.
COMMITTEES OF THE BOARD
Warner-Lambert has an Executive Committee, an Audit Committee, a Compensation
Committee, a Nominating and Organization Committee, a Retirement and Savings
Plan Committee (U.S.), a Corporate Public Policy Committee and a Science and
Technology Committee of the Board of Directors. The members of the Executive
Committee are Mr. Joseph D. Williams (Chairman), Mr. Lodewijk J. R. de Vink, Mr.
John A. Georges, Mr. Melvin R. Goodes, Dr. Patricia Shontz Longe and Mr.
Lawrence G. Rawl. This Committee, which did not meet during 1993, has the
authority to exercise all of the powers of the Board of Directors except that
this Committee may not (1) approve acquisitions, capital expenditure requests or
divestitures involving more than $20,000,000, (2) amend Warner-Lambert's
Certificate of Incorporation or By-Laws, (3) declare a dividend or (4) authorize
the issuance of stock of Warner-Lambert. The Executive Committee also has the
authority to review Warner-Lambert's financial policies and procedures and make
recommendations to the Board of Directors with respect to dividend policy,
corporate financing and related matters.
The members of the Audit Committee are Mr. B. Charles Ames (Chairman), Mr.
John A. Georges, Mr. William H. Gray III, Mr. Lawrence G. Rawl, Mr. Michael I.
Sovern and Mr. Kenneth J. Whalen. This Committee, which met four times during
1993, is responsible for meeting with Warner-Lambert's independent accountants
to review the proposed scope of the annual audit of Warner-Lambert's financial
statements; reviewing the findings of the independent accountants upon
completion of the annual audit; reporting to the Board of Directors with respect
to its meetings with the independent accountants; and supervising the
implementation of Warner-Lambert's Management Integrity Policy and reporting
annually to the Board of Directors with respect thereto.
The members of the Compensation Committee are Mr. Donald C. Clark
(Chairman), Mr. John A. Georges, Mr. William R. Howell, Mr. Lawrence G. Rawl and
Mr. Kenneth J. Whalen. This Committee, which met six times during 1993, is
responsible for administering the Incentive Compensation Plan, the Supplemental
Pension Income Plan, the 1974 Stock Option and Alternate Stock Plan, the 1983
Stock Option Plan, the 1987 Stock Option Plan, the 1989 Stock Plan, the 1992
Stock Plan and the stock option and deferred compensation
[LOGO]
9
plans of acquired companies assumed by Warner-Lambert, and has limited authority
to adopt amendments to the foregoing plans. This Committee is also responsible
for recommending to the Board of Directors the salaries to be paid to the
Chairman and the President of Warner-Lambert, and reviewing and approving the
salaries to be paid to certain officers of Warner-Lambert.
The members of the Nominating and Organization Committee are Dr. LaSalle D.
Leffall, Jr. (Chairman), Mr. B. Charles Ames, Mr. Donald C. Clark, Mr. William
H. Gray III, Dr. Paul S. Russell, Mr. Kenneth J. Whalen and Mr. Joseph D.
Williams. This Committee, which met three times in 1993, is responsible for
recommending to the Board of Directors the names of qualified persons to be
nominated for election or re-election as directors of Warner-Lambert, the
membership and Chairman of each Board Committee and the persons to be elected or
re-elected Chairman of the Board, Chief Executive Officer, President and Chief
Operating Officer of Warner-Lambert. The Committee will consider suggestions for
Board membership submitted by stockholders in accordance with the notice
provisions and procedures set forth in Warner-Lambert's By-Laws. Proposals for
the nomination of directors must include the biographical information required
by Warner-Lambert's By-Laws, together with the written consent of the proposed
nominee to so serve, if elected. This Committee is also responsible for
administering the Restricted Stock Plan for Directors of Warner-Lambert Company.
Mr. Williams does not act upon any matters for which he would not qualify as a
'disinterested person' as defined under Rule 16b-3 promulgated pursuant to
Section 16 of the Securities Exchange Act of 1934.
The members of the Retirement and Savings Plan Committee (U.S.) are Dr.
Patricia Shontz Longe (Chairman), Mr. Donald C. Clark, Mr. John A. Georges, Mr.
William R. Howell and Mr. Michael I. Sovern. This Committee, which met three
times during 1993, has limited authority to adopt amendments to the domestic
retirement and savings plans of Warner-Lambert and its domestic subsidiaries
operating in the United States (collectively, the 'Plans'), including the
Warner-Lambert Retirement Plan, the Warner-Lambert Savings and Stock Plan, the
Warner-Lambert Excess Savings Plan and the Warner-Lambert Long Term Disability
Benefits Plan, and has responsibility with respect to such Plans to monitor and
report on the selection and termination of trustees and investment managers and
on their individual investment activity and performance, to review the reports
of the independent accountants, to approve pensions for individual employees
which are separate from any benefit plan and to implement the overall asset
allocation guideline, as established by the Board of Directors.
The members of the Corporate Public Policy Committee are Mr. William R.
Howell (Chairman), Mr. Donald C. Clark, Dr. LaSalle D. Leffall, Jr., Dr.
Patricia Shontz Longe, Dr. Paul S. Russell and Mr. Joseph D. Williams. This
Committee, which met three times in 1993, is responsible for reviewing periodic
reports on the contribution activities of Warner-Lambert, reports on equal
employment opportunity and related matters and reports on public affairs
programs of Warner-Lambert and issues of social concern; and for making
recommendations to the Board of Directors in such areas.
The members of the Science and Technology Committee are Dr. Paul S. Russell
(Chairman), Mr. B. Charles Ames, Mr. William H. Gray III, Dr. LaSalle D.
Leffall, Jr. and Mr. Kenneth J. Whalen. This Committee, which met two times in
1993, is responsible for receiving and reviewing periodic reports on
technological developments and activities, new
[LOGO]
10
and enhanced manufacturing technologies and productivity improvements, employee
safety and environmental protection; and for making recommendations to the Board
of Directors in specific areas of science and technology.
The Warner-Lambert Board of Directors met ten times during 1993. Each
director of Warner-Lambert standing for re-election who was a director during
1993 attended at least 84% of the total meetings of the Board of Directors and
the Committees of the Board on which he or she served. The average attendance
rate for 1993 for all directors standing for re-election was approximately 98%.
DIRECTORS' COMPENSATION
All non-employee directors of Warner-Lambert receive an annual fee of $30,000
and a fee of $1,000 for attendance at each meeting of the Board or Committee of
the Board of Directors, as well as for attendance at or participation in special
meetings and other Board-related activities, and are reimbursed for expenses
incurred in connection therewith. In addition, each member of the Executive
Committee who is not an employee receives an annual fee of $4,000 in lieu of a
fee for attendance at the first four meetings of the Executive Committee.
Directors may elect to defer receipt of their fees.
The Warner-Lambert Directors' Retirement Plan provides that each director
who (1) is not an officer or employee of Warner-Lambert, (2) has completed a
total of five years of membership on the Board of Directors and (3) retires from
the Board of Directors at age 70 will receive an annual retirement benefit for
life equal to the annual fee payable during the director's last year of
membership on the Board of Directors, reduced by the amount of any benefit
payable to such director from the Warner-Lambert Retirement Plan or the Warner-
Lambert Supplemental Pension Income Plan. In the event of a change in control of
Warner-Lambert (as defined in such plan), each director who has completed or
shall complete five years of membership on the Board of Directors shall be
entitled to receive a retirement benefit commencing at age 70. Non-employee
directors are also eligible to participate in Warner-Lambert's Group Life
Insurance, Medical, Dental and Accidental Death and Dismemberment Plans.
Warner-Lambert has consulting arrangements with three non-employee
directors who are standing for re-election to provide services to Warner-Lambert
in specialized fields. Non-employee director/consultants may elect to defer
receipt of any amounts to be paid in connection with their consulting services.
For 1993, amounts paid to or deferred for the benefit of Mr. B. Charles Ames,
Dr. Paul S. Russell and Mr. Joseph D. Williams, pursuant to such consulting
arrangements, were $10,000, $20,000 and $200,000 respectively.
The provisions of the Warner-Lambert Company 1992 Stock Plan relating to
deferred compensation for directors permits non-employee directors to elect to
defer their directors' annual fees, meeting attendance fees and consulting fees,
and such deferred amounts are credited to an account which accrues interest
annually or to a Warner-Lambert Common Stock equivalent account which is
credited as of the day the deferred fees would have been payable with stock
credits equal to the number of shares of Common Stock that could have been
purchased with the amount of such deferred fees. The provisions of the 1992
Stock Plan relating to directors' deferred compensation provides that all
amounts which participating directors had previously elected to defer are
payable immediately following a change in control of Warner-Lambert (as defined
in such plan).
[LOGO]
11
Pursuant to the Restricted Stock Plan for Directors of Warner-Lambert
Company, each non-employee director of Warner-Lambert receives a grant of 2,000
shares of Common Stock, subject to certain restrictions. The director is not
entitled to delivery of the certificate and the shares are subject to transfer
restrictions for a period from the date of grant until the earliest to occur of
certain specified events. If the director remains a member of the Board for the
entire period during which the restrictions apply, the restrictions will lapse
with respect to one-tenth of the shares of Common Stock for each full year of
service as a director. In the event of a change in control of Warner-Lambert (as
defined in such plan), the Restricted Stock Plan provides that the directors
will receive the full value of the shares previously granted by delivery of a
cash payment in lieu thereof. Subject to the foregoing, the director has the
rights and privileges of a stockholder as to such Common Stock, including the
right to receive dividends and the right to vote the shares of Common Stock.
SUMMARY COMPENSATION TABLE
The following table provides a summary of cash and non-cash compensation for
each of the last three completed fiscal years ended 1991, 1992 and 1993 with
respect to Warner-Lambert's Chief Executive Officer and the other four most
highly compensated executive officers of the Company:
SUMMARY COMPENSATION TABLE
LONG - TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------- -------- --------
a b c d e f g h i
- ------------------------------------------------------------------------------------------------------------------
SECURITIES
RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS(1) SARS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)(3)
- ------------------------------------------------------------------------------------------------------------------
Melvin R. Goodes(4) 1993 $820,000 $586,000 -- -- 45,000 $176,375 $ 49,453
Chairman of the Board and 1992 765,000 800,000 -- -- 230,750(2) 255,000 29,924
Chief Executive Officer 1991 636,667 650,000 -- -- 34,000 255,000 64,515
Lodewijk J.R. de Vink(5) 1993 542,667 413,000 -- -- 26,750 124,500 10,805
President and Chief 1992 495,667 500,000 -- -- 116,450(2) 150,000 6,819
Operating Officer 1991 426,583 370,000 -- -- 36,800 150,000 1,626
Joseph E. Smith(6) 1993 402,083 158,000 -- -- 19,250 103,750 47,740
Vice President, External 1992 369,500 285,000 -- -- 67,750(2) 150,000 36,599
Affairs 1991 345,000 285,000 -- -- 26,850 141,600 40,130
John F. Walsh(7)
Executive Vice President; 1993 377,500 320,000 -- -- 19,250 103,750 24,646
President, Consumer 1992 337,750 285,000 -- -- 85,150(2) 120,000 13,727
Products Sector 1991 307,000 253,000 -- -- 27,150 120,000 27,423
Gregory L. Johnson 1993 322,000 156,000 -- -- 15,300 83,000 23,421
Vice President and 1992 301,000 173,000 -- -- 47,250(2) 120,000 14,325
General Counsel 1991 281,833 170,000 -- -- 23,400 120,000 25,834
- ------------------------------------------------------------------------------------------------------------------
1 Aggregate restricted stock holdings, as of December 31, 1993, valued at the
market price at year-end 1993, were as follows: Mr. Goodes 6,666 shares with a
value of $452,455, Mr. de Vink 3,334 shares with a value of $226,295, Mr. Smith
3,334 shares with a value of $226,295, Mr. Walsh 2,666 shares with a value of
$180,955, and Mr. Johnson 2,666 shares with a value of $180,955. Dividends on
restricted shares are paid quarterly in conjunction with, and at the same rate
as, dividends on the Company's Common Stock.
[LOGO]
12
2 In 1992, the Compensation Committee awarded a special stock option to a select
group of senior management to incentivize them to take prudent risks to maximize
shareholder value and to further link their success to corporate performance.
The exercise price of 50% of this option is equal to the market price on the
date of grant. The exercise price of the remaining 50% of such grant is indexed
to the S&P 500 for the first four years of the grant. Thus, with respect to such
portion of the grant, the market price of Warner-Lambert stock must exceed the
growth of the S&P 500 in order for the individual recipient's stock option to
have any value during the first four years of its term. These stock options vest
at a rate of 10% in 1996, 20% in 1997, 30% in 1998 and 40% in 1999, with each
option expiring in 2002.
3 All Other Compensation consists of (i) annual Company contributions to the
Savings and Stock Plan and the Excess Savings Plan for 1991, 1992 and 1993, as
follows: Mr. Goodes $48,236, $29,924 and $29,266, Mr. de Vink $1,626, $6,819 and
$7,255, Mr. Smith $7,957, $9,124 and $11,368, Mr. Walsh $17,588, $13,727 and
$11,232, and Mr. Johnson $18,239, $14,325 and $14,110, respectively; and (ii)
the annual above-market interest on compensation previously awarded pursuant to
the Warner-Lambert Incentive Compensation Plan which the recipient has elected
to defer in accordance with the provisions of the Plan, as follows for 1991,
1992 and 1993: Mr. Goodes $16,279, $0 and $20,187, Mr. de Vink $0, $0 and
$3,550, Mr. Smith $4,698, $0 and $8,897, Mr. Walsh $9,835, $0 and $13,414, and
Mr. Johnson $7,595, $0 and $9,311, respectively. In addition, All Other
Compensation for Mr. Smith includes, for 1991, 1992 and 1993, the dollar
difference between the amount of interest Mr. Smith was required to pay on his
$250,000 loan from the Company (described on page 19 below) and the amount he
would have been required to pay had the loan been made at the market interest
rate in effect at the time the loan was consummated, as follows: $27,475,
$27,475 and $27,475.
4 Mr. Goodes served as President and Chief Operating Officer until August 1,
1991, when he was named Chairman of the Board and Chief Executive Officer.
5 Mr. de Vink served as Executive Vice President and President, U.S. Operations,
until August 1, 1991, when he was named President and Chief Operating Officer.
Effective January 1, 1994, Mr. de Vink assumed responsibility for
Warner-Lambert's Pharmaceutical Sector.
6 Mr. Smith served as President of the Parke-Davis Group until January 1, 1992,
when he was named President, Pharmaceutical Sector. Effective January 1, 1994,
Mr. Smith was named Vice President, External Affairs.
7 Effective January 1, 1992, Mr. Walsh, previously President, International
Operations, was named President, Consumer Products Sector.
In 1985, Warner-Lambert entered into an employment agreement with Mr. Goodes. In
1991, Mr. Goodes' agreement was amended and Warner-Lambert entered into an
employment agreement with Mr. de Vink. The agreement with Mr. Goodes terminates
effective May 1, 2000, and the agreement with Mr. de Vink provides for an
initial term of five years, which term will be automatically extended for an
additional year at the end of each year of the term until Mr. de Vink's
retirement. The agreements provide for minimum annual salaries of $870,000 and
$576,000 respectively and may be increased annually based upon the average
salary increase of those officers of Warner-Lambert whose names appear in the
Annual Report. Under the agreements, the individuals are also entitled to
participate in the Incentive Compensation Plan as well as the other compensation
and benefit programs available to officers of Warner-Lambert at their respective
levels.
[LOGO]
13
Option/SAR Grant Table
The following table sets forth information concerning grants of stock options
and stock appreciation rights during 1993 to the Company's Chief Executive
Officer and the other four most highly compensated executive officers:
OPTION/SAR GRANTS IN 1993
GRANT DATE
INDIVIDUAL GRANTS PRESENT VALUE(1)
------------------------------------------------------------ --------------
a b c d e f
- -----------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(#)(2) 1993 ($/SH) DATE
- -----------------------------------------------------------------------------------------------------------
Melvin R. Goodes 45,000 2.96% $68.625 10/26/03 $909,000
Lodewijk J.R. de Vink 26,750 1.76% 68.625 10/26/03 540,350
Joseph E. Smith 19,250 1.27% 68.625 10/26/03 388,850
John F. Walsh 19,250 1.27% 68.625 10/26/03 388,850
Gregory L. Johnson 15,300 1.01% 68.625 10/26/03 309,060
- -----------------------------------------------------------------------------------------------------------
1 Present value determinations were made using a Black-Scholes option pricing
model based on the following assumptions: expected volatility is based on a
five-year average of weekly stock prices for the period 1989-1993; risk-free
rate of return is based on the current ten-year Treasury note rate; and dividend
yield is based on the dividends paid on Warner-Lambert's Common Stock for the
five-year period 1989-1993. The actual value an executive officer receives is
dependent on future stock market conditions, and there can be no assurance that
the amounts reflected in column (f) of the Option/SAR Grants Table will actually
be realized. No gain to the executive officer is possible without an
appreciation in stock value which will benefit all stockholders commensurately.
2 Stock options entitle the holder to purchase shares of Common Stock at a price
which is equal to the fair market value per share for such stock on the date the
stock option was granted. Payment of this price is made in cash or, with the
consent of the Compensation Committee, in whole or in part, in Common Stock or
other consideration. Stock options become exercisable over a four-year period
(beginning one year after the date of grant) in four equal installments. No
stock option may be exercised after the expiration of ten years from the date of
grant. In the event of a change in control of Warner-Lambert (as defined in the
stock option plans), (i) the exercise of stock options is accelerated, (ii)
amounts payable upon exercise of stock appreciation rights will be determined by
reference, among other things, to the price pursuant to which the change in
control was effected, (iii) amounts payable upon the exercise of stock
appreciation rights will be in the form of cash and (iv) limited rights are
provided to the grantees of stock options, as described below on pages 18 and 19
under the description of the Executive Severance Plan and the Enhanced Severance
Plan.
[LOGO]
14
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth individual exercises of stock options and stock
appreciation rights ('SARs') during 1993 by the Company's Chief Executive
Officer and the other four most highly compensated executive officers and
provides information related to stock option and SAR values:
AGGREGATED OPTION/SAR EXERCISES IN 1993
AND YEAR-END OPTION/SAR VALUES
a b c d e
- ---------------------------------------------------------------------------------------------
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS
OPTIONS/ AT YEAR-END ($)
SARS AT ($67.875 PER
SHARES YEAR-END (#) SHARE)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
Name EXERCISE(#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------
Melvin R. Goodes 0 0 187,345/ $6,499,027/
282,413 98,863
Lodewijk J.R. de Vink 0 0 88,374/ 1,670,895/
221,826 2,135,727
Joseph E. Smith 0 0 53,812/ 818,988/
184,113 2,620,108
John F. Walsh 0 0 100,012/ 2,793,884/
131,638 831,539
Gregory L. Johnson 5,000 $262,344 102,840/ 3,745,381/
68,676 22,996
- ---------------------------------------------------------------------------------------------
[LOGO]
15
LONG -TERM INCENTIVE PLAN AWARDS TABLE
The following table indicates long-term incentive awards granted in 1993 to the
Company's Chief Executive Officer and the other four most highly compensated
executive officers:
LONG -TERM INCENTIVE PLAN - AWARDS IN 1993 1
Estimated Future Payouts under
Non-Stock Price Based Plans
-----------------------------------------------
a b c d e f g
- -------------------------------------------------------------------------------------------------------------
PERFORMANCE
NUMBER OF OR OTHER
SHARES, PERIOD
UNITS OR UNTIL BELOW
OTHER MATURATION THRESHOLD THRESHOLD TARGET MAXIMUM
NAME RIGHTS(#)(1) OR PAYOUT ($) ($) ($) ($)
- -------------------------------------------------------------------------------------------------------------
Melvin R. Goodes $220,000 3 Years 0 $110,000 $220,000 $403,333
Lodewijk J. R. de Vink $170,000 3 Years 0 85,000 170,000 311,667
Joseph E. Smith $120,000 3 Years 0 60,000 120,000 220,000
John F. Walsh $120,000 3 Years 0 60,000 120,000 220,000
Gregory L. Johnson $ 80,000 3 Years 0 40,000 80,000 146,667
- -------------------------------------------------------------------------------------------------------------
1 The Warner-Lambert Incentive Compensation Plan provides for dollar target
awards, rather than shares, units or other rights. The dollar target awards
shown above in column (b) reflect the potential value of long-term incentive
awards granted in 1993 to the named executives under the Warner-Lambert
Incentive Compensation Plan at a target level of 100%. Such awards are
contingent upon the attainment of certain earnings per share ('EPS')
performance levels during the three-year period subsequent to grant (i.e.,
1993-1995) and become payable on a pro rata basis at the end of this
three-year performance period. As a result of amendments to the long-term
bonus awards, the awards described in the Table are payable on a pro rata
basis as follows: for 1993, based upon the Company's achievement of a specific
cumulative average EPS growth and, for 1994 and 1995, based upon the Company's
achievement of a certain relative EPS performance level, compared to the
median EPS performance level of a certain group of companies with which the
Company competes. Awards are payable at values ranging from 50% (threshold
level) to 200% (maximum level) of target levels. If minimum EPS performance
levels are not attained over the three-year period, such long-term incentive
awards will not be paid. In addition, the Compensation Committee has
discretion to lower the amount of the payouts under appropriate circumstances.
Awards may become non-contingent on a pro rata basis following a change in
control of Warner-Lambert (as defined).
RETIREMENT BENEFITS
The following table sets forth the estimated annual benefits payable in the form
of a straight life annuity by Warner-Lambert upon retirement at age 65
(exclusive of retirement benefits from Social Security) after a specified number
of years of service. In the event of early retirement, the following amounts
will be reduced by the annual retirement credits that would otherwise have been
earned to normal retirement and further reduced in accordance with the early
retirement reduction factors then in effect under the Warner-Lambert Retirement
Plan (the 'Retirement Plan') and, where applicable, the Warner-Lambert
Supplemental Pension Income Plan (the 'Supplemental Plan'). Earnings of all
executive officers included in the Summary Compensation Table on page 12, for
purposes of determining the pension base, approximate the aggregate of amounts
shown in columns (c) and (d) of such Summary Compensation Table.
[LOGO]
16
PENSION PLAN TABLE
YEARS OF SERVICE
- --------------------------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- -------------- -------- -------- -------- -------- -------- --------
$ 500,000 $211,904 $268,384 $268,864 $269,344 $272,270 $310,660
550,000 234,304 296,384 296,864 297,344 299,470 341,660
600,000 256,704 324,384 324,864 325,344 326,670 372,660
650,000 279,104 352,384 352,864 353,344 353,870 403,660
700,000 301,504 380,384 380,864 381,344 381,824 434,660
750,000 323,904 408,384 408,864 409,344 409,824 465,660
800,000 346,304 436,384 436,864 437,344 437,824 496,660
850,000 368,704 464,384 464,864 465,344 465,824 527,660
900,000 391,104 492,384 492,864 493,344 493,824 558,660
950,000 413,504 520,384 520,864 521,344 521,824 589,660
1,000,000 435,904 548,384 548,864 549,344 549,824 620,660
1,050,000 458,304 576,384 576,864 577,344 577,824 651,660
1,100,000 480,704 604,384 604,864 605,344 605,824 682,660
1,150,000 503,104 632,384 632,864 633,344 633,824 713,660
1,200,000 525,504 660,384 660,864 661,344 661,824 744,660
1,250,000 547,904 688,384 688,864 689,344 689,824 775,660
1,300,000 570,304 716,384 716,864 717,344 717,824 806,660
1,350,000 592,704 744,384 744,864 745,344 745,824 837,660
1,400,000 615,104 772,384 772,864 773,344 773,824 868,660
1,450,000 637,504 800,384 800,864 801,344 801,824 899,660
1,500,000 659,904 828,384 828,864 829,344 829,824 930,660
1,550,000 682,304 856,384 856,864 857,344 857,824 961,660
1,600,000 704,704 884,384 884,864 885,344 885,824 992,660
- ---------------------------------------------------------------------------------------------
RETIREMENT PLAN
The Retirement Plan became effective January 1, 1957. The Retirement Plan is a
defined benefit, career average plan which is periodically updated. Employees of
Warner-Lambert and its participating subsidiaries are eligible to participate on
the January 1 following the date of hire. Normal retirement age under the
Retirement Plan is the later of age 65 or the completion of five years of
service and early retirement may be taken the first of any month following the
attainment of age 55 provided at least five years of service have been
completed. If early retirement pension payments begin prior to age 62, the
payments are reduced. The Retirement Plan provides that, in the event of a
change in control of Warner-Lambert (as defined in such plan), (i) the benefits
of participants will be afforded certain additional protection for a limited
period of time and (ii) if certain actions are taken with respect to the
Retirement Plan, any surplus assets then held in the trust will inure to the
benefit of participants and their beneficiaries.
The Retirement Plan provides that annual retirement income credit be
determined based upon the following formula: 1.5% of annual creditable earnings
as determined by an employee's January 1st base salary plus overtime and
incentive awards paid. Credited years of service under the Retirement Plan, as
of December 31, 1993, for each of the executive officers named in the Summary
Compensation Table are: Melvin R. Goodes-27.4 years; Lodewijk J. R. de Vink-5.0
years; Joseph E. Smith-4.0 years; John F. Walsh-25.3 years; and Gregory L.
Johnson-12.0 years.
SUPPLEMENTAL PENSION INCOME PLAN
The Supplemental Plan became effective January 1, 1975. The Supplemental Plan
was established to attract and retain officers and key employees in senior
managerial positions by providing to such executives compensation in the form of
supplemental pension income in
[LOGO]
17
amounts reasonably related to their compensation and length of service with
Warner-Lambert. Normal retirement age under the Supplemental Plan is age 65 and
early retirement may be taken the first of any month following the attainment of
age 55 provided at least five years of service have been completed. If early
retirement pension payments begin prior to age 62, the payments are reduced. The
annual benefit payable under the Supplemental Plan is calculated by multiplying
the sum of (a) 3.36% for each year of service after attainment of age 45, up to
10 years; plus (b) 2.24% for each year of service after attainment of age 45 in
excess of 10 and up to 20 years times average final compensation (the total
amount of an employee's compensation for the three calendar years during which
such employee's compensation was the highest of the five-year period of service
ending with such employee's early or normal retirement date, divided by three).
Such amount is reduced by the benefit payable under the Retirement Plan and
certain other retirement benefits including Social Security. The Supplemental
Plan also provides for payment to eligible employees of amounts they would have
received under the Retirement Plan in the absence of certain limitations imposed
by the Employee Retirement Income Security Act of 1974 and subsequent
legislation, and provides for payment to eligible employees of amounts they
would have received under the Retirement Plan if deferred incentive awards had
been included in creditable earnings under such plan. The Supplemental Plan
provides that, in the event of a change in control of Warner-Lambert (as defined
in such plan), (i) employees 55 years of age and older who meet certain salary
level requirements and who would have become eligible to receive Supplemental
Plan benefits upon retirement will receive such benefits upon retirement and
(ii) post-employment consulting requirements set forth in the Supplemental Plan
would no longer be applicable. Credited years of service under the Supplemental
Plan, as of December 31, 1993, for each of the executive officers named in the
Summary Compensation Table are: Melvin R. Goodes-13.7 years; Lodewijk J. R. de
Vink-3.8 years; Joseph E. Smith-4.8 years; John F. Walsh-6.5 years; and Gregory
L. Johnson-2.3 years.
MISCELLANEOUS PLANS AND POLICIES
Warner-Lambert has severance policies which provide for payments of up to
twenty-four months' salary depending upon several factors, including age and
length of service, subject to modifications made by the Warner-Lambert Executive
Severance Plan (the 'Executive Severance Plan').
The Executive Severance Plan provides benefits in the event of a change in
control of Warner-Lambert (as defined in such plan) to those employees,
essentially officers, who are subject to the reporting requirements of Section
16(a) of the Securities Exchange Act of 1934, as amended. The Executive
Severance Plan provides for severance benefits, which are payable only if a
participant leaves the employ of Warner-Lambert for any reason other than
termination for just cause (as defined in such plan) within three years after a
change in control, of thirty-six months' salary and bonus. The Executive
Severance Plan also provides for limited rights ('Limited Rights') to
participants in connection with outstanding stock options under Warner-Lambert's
stock option plans which do not presently have alternate rights. The Limited
Rights provide for a cash payment to the holder upon a change in control equal
to the amount by which the fair market value (as defined in such option plans)
of a share of Common Stock exceeds the fair market value of such a share on the
date the stock option was granted, multiplied by the number of shares with
respect to which the Limited Right applies. The Executive Severance Plan also
provides special payments to participants
[LOGO]
18
in amounts sufficient to reimburse such participants for any federal excise tax
or similar state or local tax which may be imposed with respect to payments
received following a change in control. Warner-Lambert has also established an
Enhanced Severance Plan, which is similar to the Executive Severance Plan, for
all United States non-hourly employees who are not eligible to participate in
the Executive Severance Plan.
In addition, in the event of a change in control of Warner-Lambert (as
defined), participants in the Warner-Lambert Savings and Stock Plan and the
Warner-Lambert Incentive Compensation Plan are afforded certain additional
protections for a limited period of time and the benefits of participation in
the Excess Savings Plan are payable immediately.
In connection with the relocations of Mr. Joseph E. Smith, Vice President
of Warner-Lambert, from Pennsylvania to New Jersey, and of Dr. Pedro
Cuatrecasas, Vice President of Warner-Lambert, from North Carolina to Michigan,
interest-free loans of $250,000 and $350,000, respectively, were granted in
1990. The terms of the loans, including provisions relating to acceleration and
repayment, depend on various factors.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Warner-Lambert's executive compensation programs are designed to attract, retain
and motivate the broad based executive talent required to achieve its business
objectives and increase shareholder value. These programs are administered by
the Compensation Committee of the Board of Directors which is comprised of the
individuals listed below. These individuals are outside directors of the Company
with responsibility for all compensation matters for Warner-Lambert's executive
officers.
GENERAL
Total compensation for Warner-Lambert's executive officers consists of a
base salary, annual cash bonus and long-term incentives, which include a cash
performance bonus based upon the Company's three-year earnings per share growth
and an equity component in the form of stock options and restricted stock. The
annual bonus and long-term incentives introduce considerable risk to the total
executive compensation package. These elements are variable, may fluctuate
significantly from year to year and are directly tied to Company and individual
performance.
To ensure that Management's interest in the Company is aligned with those
of its stockholders, a significant portion of executive compensation is
delivered through the equity component. Stock options are used to provide an
incentive that focuses attention on managing the Company from an owner's
perspective and are tied to the long-term performance of Warner-Lambert.
Restricted stock grants are used selectively to build stock ownership and
promote a long-term focus by restricting the stock from being sold, transferred
or assigned until the end of the specified vesting period when the restrictions
lapse. The combination of stock options and restricted stock grants provides a
level of risk and upside opportunity that encourages management performance in
the achievement of the Company's long-term goals and objectives.
Warner-Lambert regularly reviews the competitiveness of its executive
compensation programs within the industries in which it
competes -- Pharmaceutical, Consumer Health Care and Confectionery. The
companies in Warner-Lambert's compensation comparator group include the same
companies that are in the peer group index in the 5-Year Cumulative Total
Shareholder Return graph on page 23. In addition, the compensation comparator
group
[LOGO]
19
also includes a group of leading consumer products companies which, in
conjunction with the industry peer group, represents the broader marketplace for
executive talent.
Warner-Lambert targets a level of total annual compensation (base salary
plus annual bonus) equal to its comparator group average for like jobs,
adjusting for company size. For total compensation, which includes stock awards
and long-term bonuses, the Company's objective is to ensure that a significant
portion of the executives' total compensation is derived from the long-term
equity component. The total compensation package provides considerable risk and
upside opportunity that encourages the executives' performance in the
achievement of the Company's long-term goals and objectives. As a result, any
value realized above the comparator group average is directly attributable to an
increase in shareholder value.
The Committee has directed the Company's management to review executive
compensation arrangements and employee benefit plans in light of Section 162(m)
of the Internal Revenue Code ('Section 162(m)'), which establishes a limit on
the deductibility of annual compensation for certain executive officers which
exceeds $1,000,000. It is the general intention of the Committee to attempt to
assure that executive compensation will meet the requirements for deductibility
under Section 162(m). However, the Committee reserves the right to use its
judgment, where merited by the Committee's need for flexibility to respond to
changing business conditions or by an executive's individual performance, to
nevertheless authorize compensation payments which may not, in a specific case,
be fully deductible by the Company. The Committee will re-examine its policy
with respect to Section 162(m) on an on-going basis.
1993 EXECUTIVE OFFICERS' COMPENSATION
In determining increases to executive officer compensation, the Committee
considered Company performance, including both financial and nonfinancial
indicators, individual performance, the business environment in which the
Company operated and competitive compensation trends.
Base salary increases were determined based upon individual performance,
competitive compensation trends and a review of salaries for like jobs at the
companies comprising Warner-Lambert's compensation comparator group.
Annual cash bonuses for executive officers were based on business
performance, including Company profits, and individual performance and position
level within the Company. The maximum annual amount which may be set aside for
payment of such bonuses is based upon a formula which takes into account net
profit and the amount of capital employed in the business. As a result of
business performance for the year 1993, total bonus awards to the executive
officers as a group decreased by 21 percent from the prior year. In determining
individual awards, approximately 75 to 80 percent of the awards was based on
Company performance, with the remainder based on individual criteria.
Long-term cash performance bonuses provide for cash dollar awards
contingent on the attainment of certain earnings per share ('EPS') performance
levels during the three-year period subsequent to the grant. At the beginning of
each performance period, the executive officers receive a targeted long-term
grant based on position level. The executive officers received a grant of these
long-term cash performance bonuses in January, 1993. In January, 1994, the
method of payment under the long-term bonus awards was modified. Prior to
revision, these awards became payable on a pro rata basis at the end of the
three-year
[LOGO]
20
performance period based upon the Company's achievement of a specific cumulative
average EPS growth for the period. Following revision, these awards are payable
at the end of such period based upon the Company's achievement of a certain
relative EPS performance level, compared to the median EPS performance of the
compensation comparator companies. Awards are payable at values ranging from
zero to 200 percent of target levels. Outstanding long-term bonus grants that
will become payable during the transition period (i.e., after January, 1994 and
prior to January, 1997) will be paid in part in accordance with the former
arrangement and in part in accordance with the current methodology. The
Committee also has discretion to lower the amount of payouts with respect to
such long-term awards under appropriate circumstances. For the three-year
performance period ended December 31, 1993, executive officers as a group
received a long-term cash performance bonus equal to 103.75 percent of the
target levels.
The Company has established stock option award guidelines for each position
level within the Company providing for a range from zero up to a maximum number
of shares. Competitive data from the compensation comparator group was used to
develop these guidelines, which are reviewed periodically. The actual award
granted to an executive is based upon the individual's overall job performance
as well as specific contributions for the year. While factors such as Company
performance are considered in determining the amount of the stock option grant,
the individual's current performance and contributions are the primary
determinants in these deliberations. In October, 1993, in accordance with the
above criteria, the executive officers received stock options which are
exercisable ratably over the next four years.
1993 CEO COMPENSATION
As a result of Mr. Goodes' appointment as Chairman of the Board and Chief
Executive Officer, he received an employment agreement with Warner-Lambert which
expires May 1, 2000, and is discussed on page 13 above. The following is a
description of the decisions with regard to Mr. Goodes' 1993 compensation.
In February, 1993, Mr. Goodes received a base salary increase of 7.8%. This
increase was arrived at after considering Mr. Goodes' 1992 job performance as
well as his compensation relative to his peers at Warner-Lambert's compensation
comparator companies. Mr. Goodes' salary increase does not affect the other
elements of his compensation.
In October, 1993, Mr. Goodes received an annual stock option grant of
45,000 shares. These options were issued at the fair market value on the date of
the grant and are exercisable ratably over the next four years. In January,
1994, Mr. Goodes received an annual cash bonus of $586,000, compared to an
annual cash bonus of $800,000 received in January, 1993. Mr. Goodes also
received a long-term cash performance bonus of $176,375 which was calculated
based upon the Company's actual cumulative average earnings per share growth for
the three years 1991, 1992 and 1993, and the position level held by Mr. Goodes
at the beginning of this three-year performance period. In addition, in
February, 1994, Mr. Goodes received a base salary increase of 5.5%.
Except for the long-term cash performance bonus, which is based solely on
the Company's earnings per share performance, in considering Mr. Goodes' 1993
stock option grant, annual bonus and base salary increase in February, 1994, the
Committee considered overall Company financial performance during 1993 as well
as Mr. Goodes' individual performance during the year. Mr. Goodes' total annual
compensation for 1993 decreased by
[LOGO]
21
10.2%. In addition, Mr. Goodes received an annual stock option grant in 1993
which was 6,750 shares fewer than the annual stock option grant he received in
1992.
In arriving at its decisions, the Committee reviewed the Company's
financial performance for 1993. In particular, the Committee considered the
impact of the United States Food and Drug Administration ('FDA') regulatory
action relating to certain manufacturing procedures employed at Warner-Lambert's
facilities in Puerto Rico and the United States, including the consent decree
entered into with the FDA requiring Warner-Lambert to bring its laboratory
and/or manufacturing processes at such facilities into compliance with FDA
current Good Manufacturing Practice regulations. The Committee also considered
key decisions and actions taken by Mr. Goodes to ensure the Company's long-term
profitability and growth, such as the restructuring of the Company's
pharmaceutical business in response to changes in the industry in order to
remain competitive, the implementation of plans in response to regulatory issues
connected to the Company's pharmaceutical manufacturing, eight acquisitions and
alliances, including global joint ventures with Wellcome plc and Glaxo Holdings
plc for the development and marketing of consumer health care products, the
launch of Cognex'r', a drug for the treatment of mild to moderate Alzheimer's
disease, and the FDA approval of Neurontin'r', adjunctive therapy for epilepsy.
COMPENSATION COMMITTEE MEMBERS
Donald C. Clark, Chairman
John A. Georges
William R. Howell
Lawrence G. Rawl
Kenneth J. Whalen
[LOGO]
22
PERFORMANCE GRAPH
The graph set forth below compares the yearly percentage change in
Warner-Lambert's cumulative total shareholder return on its Common Stock to the
cumulative total return of the Standard & Poor's 500 Stock Index (the 'S&P 500')
and of a peer group index comprised of Abbott Laboratories, American Home
Products Corporation, Bristol-Myers Squibb Company, Eli Lilly and Company,
Johnson & Johnson, Merck & Co., Inc., Pfizer Inc., Schering-Plough Corporation
and The Upjohn Company:
WARNER-LAMBERT COMPANY
Cumulative Total Shareholder Return for
Five-Year Period Ending December 31, 1993
[PERFORMANCE GRAPH]
- -------------------------------------------------------------------------------------
December 31... 1988 1989 1990 1991 1992 1993
Warner-Lambert 100.00 151.29 181.29 213.65 196.30 198.21
Peer Group 100.00 140.26 164.74 260.63 218.33 204.11
S&P 500 100.00 131.29 127.49 166.17 178.81 196.75
- -------------------------------------------------------------------------------------
*Assumes that the value of the investment in Warner-Lambert Common Stock and
each index was $100 on December 31, 1988 and that all dividends were reinvested.
[LOGO]
23
BOARD OF DIRECTORS' PROPOSAL RELATING TO
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The firm of Price Waterhouse has audited the consolidated financial statements
of Warner-Lambert for many years and the Audit Committee has recommended, and
the Board of Directors has approved, the appointment of this firm to continue
such services for the year 1994. Accordingly, the Board of Directors recommends
that the appointment of the firm of Price Waterhouse to audit the consolidated
financial statements of Warner-Lambert and its subsidiaries for the year 1994 be
approved.
A representative of Price Waterhouse will be present at the meeting to
answer any questions by stockholders relating to its audit of the consolidated
financial statements of Warner-Lambert for 1993 and other appropriate questions.
The aggregate fees for worldwide audit services in connection with the 1993
audit performed by Price Waterhouse for Warner-Lambert were approximately
$3,806,000. The representative of Price Waterhouse will be permitted to make a
statement should that firm desire to do so.
Approval of the foregoing will require the affirmative vote of a majority
of the votes cast. The persons named in the enclosed form of Proxy have advised
that it is their intention to vote each Proxy for such proposal, unless a
contrary decision is indicated on the Proxy.
RESOLUTION PROPOSED BY STOCKHOLDER --
OPPOSED BY THE BOARD OF DIRECTORS
Warner-Lambert has been informed by Ms. Josephine P. Laitman, 31 Roberts Circle,
Basking Ridge, New Jersey 07920, holder of 2,000 shares of Common Stock, that
she will introduce at the meeting the resolution and statement in support
thereof set forth below.
PROPOSAL: TO TERMINATE RETIREMENT PLAN FOR NON-EMPLOYEE
DIRECTORS AS COST REDUCTION INITIATIVE
The Company retirement plan for non-employee directors with five years or more
of Board service allows, at age 70, an annual retirement income equalling 100%
of the director's last annual fee.
RESOLVED: That the stock holders of Warner-Lambert Company assembled in person and by proxy
hereby recommend that the Board of Directors withdraw the retirement plan and the
Group Life Insurance, Medical, Dental and Accidental Death and Dismemberment plans
thus making such plans unavailable to current and future non-employee directors.
REASON: Non-employee directors are more than adequately compensated by Warner-Lambert.
SUPPORTING STATEMENT:
a) At present the non-employee director receives an annual fee of
$30,000.00 as well as $1,000.00 for attendance at each meeting OR
participation at special meetings.
b) Each non-employee director receives the annual dividends on the
grant of 2,000 shares of Warner-Lambert -- currently a total of $4,560.00
per year.
[LOGO]
24
c) Each non-employee director receives $100,000.00 of group life
insurance plus medical, dental, and accidental death and dismemberment
benefits, the cost of which has not been enumerated.
d) Currently, each non-employee director, after ten years of service,
will receive full vesting in 2,000 shares of Common Stock of the
Company -- current worth approximately $140,000.00 or an additional average
annual compensation of $14,000.00.
e) After five years of service and at age 70, each non-employee
director receives a life annuity equal to the annual fee -- currently
$30,000.00 per year. The approximate current cost of this life annuity is
$250,000.00. Assuming an average of 10 years of service for each director,
this amounts to an additional annual compensation of $25,000.00.
f) The total compensation would therefore average out over a 10 year
period to $83,560.00 per year, exclusive of the group life, medical and
dental benefits, and participation fees and expenses.
This amount is overly excessive, especially when one considers the
further points that:
1. The non-employee director is already eligible or will be eligible
to receive a major pension benefit as well as group life, medical and
dental benefits from his primary employer.
2. The rate of the pension benefit (100% of annual fees after five
years or 20% per year) far exceeds the normal rate of pension benefits for
employees (1 1/2% per year).
3. The average non-employee director already serves on the Board of
Directors of 3.4 additional commercial companies and are eligible to
receive a similar set of benefits from many of these companies.
4. The cancellation of these benefits would still mean that each
non-employee director would be receiving $58,560.00 per year exclusive of
any additional participation fees.
It should be quite apparent that the provision of these benefits
results in a waste and duplication of benefits for the non-employee
director. Such provisions are not only contrary to economic wisdom (in such
times of austerity as these) but reflect a profligate use of company
assets. In view of the publicized need for the reduction of expenses, this
proposal would be an excellent first choice to implement this
cost-reduction program.
THE BOARD OF DIRECTORS IS NOT RESPONSIBLE FOR, AND DISCLAIMS ANY
RESPONSIBILITY FOR, SUCH STATEMENT OF SUCH STOCKHOLDER AND RECOMMENDS THAT
THE STOCKHOLDERS VOTE AGAINST THE FOREGOING RESOLUTION.
It is in the best interests of Warner-Lambert and its stockholders to
attract and retain directors who are leaders in their respective fields,
whether in business, academia, the medical/scientific area, government or
otherwise. In addition, we recognize that Warner-Lambert and its
stockholders are served well by directors who represent a broad cross
section of experience in a number of disciplines and who bring to the Board
a diversity of experience.
The Company's directors are responsible for the business and affairs
of the Company and for the Company's overall performance. The Board meets
ten times each year, and, in addition, each non-employee director is a
member of two or more Committees of the Board that also meet during the
year. Each director is expected to analyze and
[LOGO]
25
understand numerous complex issues facing the Company and to be an involved
and active member in discussing and resolving those issues. In addition,
each director must be responsive to the Company's stockholders, the
regulatory agencies that govern the Company, such as the Securities and
Exchange Commission, and the public, in general.
In order to attract and retain high-quality outside directors who are
able to handle the challenging demands of a Board-seat, it is necessary to
provide a compensation package that is competitive in today's environment.
Often, non-employee directors receive benefits, in addition to an annual
retainer and meeting fees. Although the value of the several benefits that
comprise outside directors' compensation may vary from company to company,
recent surveys of major U.S. companies, which include many of the companies
with which Warner-Lambert competes, indicate that Warner-Lambert's total
compensation package for its outside directors is competitive.
In reviewing director compensation, a recent study conducted by The
Conference Board indicated that 85% of the companies surveyed provide their
directors with retirement benefits. The provisions of the Company's
Retirement Plan for Directors are similar in nature to the plans that are
currently in place at companies that compete with Warner-Lambert for
director talent.
With respect to the group life insurance, medical, dental and
accidental death and dismemberment benefits provided to Warner-Lambert's
directors, the cost to the Company is not significant. In addition, the
amount of the premiums is treated as imputed income to the director who
opts for those benefits. Furthermore, by providing such benefits to the
directors, the Company is able to attract individuals who are self-employed
or are employed by not-for-profit organizations or educational institutions
and, thus, bring together directors with a diversity of experience.
Accordingly, the Board of Directors recommends a vote AGAINST the
foregoing proposal. Approval of the proposal will require the affirmative
vote of a majority of the votes cast. The persons named in the enclosed
form of Proxy have advised that it is their intention to vote each Proxy
against the foregoing proposal, unless a contrary direction is indicated on
the Proxy.
STOCKHOLDER PROPOSALS
From time to time stockholders present proposals which may be proper subjects
for inclusion in the Proxy Statement and for consideration at the annual
meeting. In order to be considered, such proposals must be submitted on a timely
basis. Proposals for the 1995 annual stockholders' meeting must be received at
Warner-Lambert's principal executive offices no later than November 7, 1994. Any
such proposals, as well as any questions relating thereto, should be directed to
the Secretary of Warner-Lambert.
OTHER INFORMATION
The cost of the solicitation of Proxies by the Board of Directors will be borne
by Warner-Lambert. Such solicitation will be made by mail, and, in addition, may
be made by officers and employees of Warner-Lambert, personally or by telephone
or telegram. Forms of Proxies and proxy materials may also be distributed, at
the expense of Warner-Lambert, through brokers, custodians and other like
parties to the beneficial owners of Common Stock of Warner-Lambert.
Warner-Lambert has also retained Kissel-Blake Inc. to aid in solicitation of
Proxies at an anticipated cost not in excess of $13,500.
[LOGO]
26
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
[LOGO]
WARNER-LAMBERT COMPANY
MORRIS PLAINS, NEW JERSEY 07950
(201) 540-2000
['RECYCLED' LOGO] Printed on Recycled Paper
STATEMENT OF DIFFERENCES
The registered trademark shall be expressed as 'r'.
APPENDIX
Graphic and Image Information
See the narrative description of:
PHOTOS OF DIRECTORS ON PAGES 3 THROUGH 7 OF N&PS
PERFORMANCE GRAPH ON PAGE 23 OF N&PS
'RECYCLED' LOGO ON BACK COVER OF N&PS
BLUE STRIP SIGNIFYING UNEXCHANGED SHAREHOLDER PROXY CARD