________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
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
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WARNER-LAMBERT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 201 TABOR ROAD 22-1598912
(STATE OR OTHER JURISDICTION OF MORRIS PLAINS, NEW JERSEY 07950 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (ADDRESS OF PRINCIPAL IDENTIFICATION NO.)
EXECUTIVE OFFICES INCLUDING ZIP
CODE)
201-540-2000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
- --------------------------------------------------------------- ------------------------------------------------
Common Stock (Par Value $1 Per Share) The New York Stock Exchange, Inc.
The Chicago Stock Exchange, Inc.
The Pacific Stock Exchange, Inc.
Rights to Purchase Series A The New York Stock Exchange, Inc.
Participating Cumulative Preferred Stock The Chicago Stock Exchange, Inc.
The Pacific Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
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 (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES [x] NO [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
Warner-Lambert Company as of February 25, 1994 was approximately $8,412,264,882.
The number of shares outstanding of each of the registrant's classes of
Common Stock as of February 25, 1994 was 133,672,347 shares, Common Stock, par
value $1.00 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Warner-Lambert Company Annual Report to Shareholders for
1993 -- Part I, Part II and Part IV.
Portions of the Proxy Statement for Annual Meeting of Stockholders of
Warner-Lambert Company to be held April 26, 1994 -- Part III.
________________________________________________________________________________
PART I
ITEM 1. BUSINESS.
The term 'Warner-Lambert' or 'the Company' refers to Warner-Lambert
Company, a Delaware corporation organized in that state in 1920, and its
consolidated subsidiaries unless otherwise indicated or unless the context
otherwise requires.
Industry Segments and Geographic Areas. Financial information by industry
segment and geographic area for the years 1993, 1992 and 1991 is presented in
the Warner-Lambert 1993 Annual Report as set forth below.
The summary of Warner-Lambert's industry segments, geographic areas and
related financial information, set forth in Note 20 to the consolidated
financial statements on page 47 of the Warner-Lambert 1993 Annual Report, is
incorporated herein by reference.
All product names appearing in capitalized letters in this report on Form
10-K, with the exception of ZOVIRAX and ZANTAC, are trademarks of
Warner-Lambert, its affiliates, related companies or licensors. ZOVIRAX is a
registered trademark of Wellcome plc. ZANTAC is a registered trademark of Glaxo
Holdings plc.
BUSINESS SEGMENTS
A detailed description of Warner-Lambert's industry segments is as follows:
Pharmaceutical Products
The principal products of Warner-Lambert in its Pharmaceutical Products
segment are ethical pharmaceuticals, biologicals, specialty chemicals and
capsules.
Ethical Pharmaceuticals and Biologicals: Warner-Lambert manufactures and/or
sells, in the United States and/or internationally, an extensive line of ethical
pharmaceuticals, biologicals and specialty chemicals under trademarks and trade
names such as PARKE-DAVIS and GOEDECKE. Among these products are analgesics
(PONSTAN, PONSTEL, EASPRIN, VALORON, VALORON-N and VEGANIN), anesthetics
(KETALAR), anthelmintics (VANQUIN), anticonvulsants (DILANTIN, ZARONTIN and
NEURONTIN), anti-infectives (CHLOROMYCETIN, COLYMYCIN, DORYX, ERYC and
MANDELAMINE), antihistamines (BENADRYL), antivaricosities (HEPATHROMBIN),
anti-viral agents (VIRA-A), bronchodilators (CHOLEDYL and CHOLEDYL SA),
cardiovascular products (NOVADRAL, DILZEM, PROCAN SR, ACCUPRIL, ACCUZIDE,
ACCURETIC and NITROSTAT), cognition drugs for treatment of mild-to-moderate
Alzheimer's disease (COGNEX), dermatologics (BEBEN and UTICORT), prescription
hemorrhoidal preparations (ANUSOL HC), hemostatic agents (THROMBOSTAT), hormonal
agents (PITRESSIN), influenza vaccines (FLUOGEN), lipid regulators (LOPID),
nonsteroidal anti-inflammatories (MECLOMEN), oral contraceptives (LOESTRIN),
oxytocics (PITOCIN), psychotherapeutic products (CETAL RETARD, DEMETRIN and
NARDIL) and urinary analgesics (PYRIDIUM). These products are promoted for the
most part directly to health care professionals through personal solicitation of
doctors and other professionals by sales representatives with scientific
training, direct mail contact and advertising in professional journals. They are
sold either directly or through wholesalers to government agencies, chain and
independent retail pharmacies, physician supply houses, hospitals, clinics,
convalescent and nursing homes, mail order houses, health care professionals and
health maintenance organizations. For further discussion of Warner-Lambert's
ethical products, see 'Regulation' below.
On September 9, 1993, Warner-Lambert received marketing approval for COGNEX
(Warner-Lambert's trademark for tacrine or THA), the first effective treatment
for mild-to-moderate Alzheimer's disease, in the United States and began to ship
the product in late September. Warner-Lambert is attempting to obtain marketing
approval for COGNEX in other major markets such as Europe and Canada.
Warner-Lambert received clearance on December 30, 1993 to market NEURONTIN
(gabapentin capsules) in the United States as add-on therapy in the treatment of
certain types of adult epilepsy (i.e.,
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partial seizures, with and without secondary generalization). Warner-Lambert
began marketing NEURONTIN in the United Kingdom in 1993.
On January 4, 1993, the U.S. patent covering LOPID, a lipid regulator,
expired, subjecting LOPID to generic competition. In December 1992,
Warner-Lambert began marketing gemfibrozil, the generic equivalent of LOPID,
through its division, Warner Chilcott Laboratories, as described below. In the
third quarter of 1993, two competitive generic versions of gemfibrozil tablets
received marketing approval in the United States. Combined worldwide sales of
LOPID and gemfibrozil declined in 1993 and are expected to decline further in
1994.
Warner-Lambert has a separate division, Warner Chilcott Laboratories, which
is dedicated solely to the generic drug business. Warner Chilcott Laboratories
is a manufacturer and/or marketer of 80 generic drugs including gemfibrozil,
carbamazapine chewable, hydrocodone with acetaminophen, nitroglycerin patch,
potassium chloride ER, sulindac, and a line of generic antibiotics, including
ampicillin, amoxicillin, penicillin, cephalexin and minocycline. These products
are promoted directly to the pharmacy community and are sold principally to drug
wholesalers, chain and retail pharmacies and health maintenance organizations.
In January 1993, Warner-Lambert acquired a 34 percent equity interest in
Jouveinal S.A., a French pharmaceutical company, and entered into a license
option agreement that grants Warner-Lambert the right of first refusal as to the
licensing of future Jouveinal products outside of France, Canada and
French-speaking Africa.
Capsules: Warner-Lambert is the leading worldwide producer of empty
hard-gelatin capsules used by pharmaceutical companies for their production of
encapsulated products. These capsules are used by Warner-Lambert or manufactured
by Warner-Lambert according to the specifications of each of its customers and
are sold under such trademarks as CAPSUGEL, CONI-SNAP and SNAP-FIT.
Consumer Health Care Products
The principal products of Warner-Lambert in its Consumer Health Care
Products segment are over-the-counter products, shaving products and pet care
products.
Over-the-counter Products: Warner-Lambert manufactures and/or sells, in the
United States and/or internationally, a line of over-the-counter pharmaceuticals
and health care products, including antacids (ROLAIDS, SODIUM FREE ROLAIDS,
EXTRA STRENGTH ROLAIDS and GELUSIL), dermatological products (LUBRIDERM,
LUBRIDERM BODY BAR, LUBRIDERM LOOFA BAR, ROSKEN SKIN REPAIR, CORN HUSKERS and
LISTEREX), sinus preparations (SINUTAB), antihistamines and allergy products
(BENADRYL, BENADRYL-D, BENADRYL COLD, BENADRYL DAY & NIGHT and BENADRYL
ALLERGY/SINUS/HEADACHE), hemorrhoidal preparations (ANUSOL, ANUSOL HC-1 and
TUCKS), vaginal moisturizers (REPLENS), laxatives (AGORAL), cough
syrups/suppressants (BENYLIN, BENYLIN-DM, BENYLIN DECONGESTANT, BENYLIN
EXPECTORANT and BENYLIN PEDIATRIC), cough tablets (HALLS and HALLS-PLUS), throat
drops (HALLS SOOTHERS), vitamin C drops (HALLS), vitamins (MYADEC),
antipruritics (CALADRYL, BENADRYL spray and cream and STINGOSE), rubbing alcohol
(LAVACOL), hydrogen peroxide (PROXACOL), self-diagnostic early pregnancy test
kits (e.p.t'r' stick test), oral antiseptics (LISTERINE and COOL MINT
LISTERINE), mouthwash/anticavity dental rinses (LISTERMINT with fluoride),
effervescent denture cleaning tablets and denture cleanser pastes (EFFERDENT and
FRESH 'N BRITE) and denture adhesives (EFFERGRIP). These products are promoted
principally through consumer advertising and promotional programs and some are
promoted directly to health care professionals. They are sold principally to
drug wholesalers, chain and retail pharmacies, chain and independent food
stores, mass merchandisers, physician supply houses and hospitals.
In December 1993, Warner-Lambert signed separate agreements with Glaxo
Holdings plc ('Glaxo') and Wellcome plc ('Wellcome') to establish joint ventures
in various countries to develop and market non-prescription consumer health care
products.
Pursuant to the agreements with Glaxo, Warner-Lambert and Glaxo formed a
joint venture in the United States named Glaxo Warner-Lambert OTC G.P. The joint
venture will develop, seek approval
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of and market over-the-counter versions of Glaxo prescription drugs in the
United States, including ZANTAC, the leading prescription ulcer treatment
product. The joint venture will concentrate initially on developing ZANTAC for
sale as an over-the-counter product in the United States. Additional joint
ventures are expected to be formed with Glaxo in other major markets outside the
United States, excluding Japan. Direction of the joint ventures will be provided
by a management committee of representatives from each company. Day-to-day
operations will be the responsibility of Warner-Lambert, and the joint ventures'
over-the-counter products will be sold by Warner-Lambert's consumer health care
products sales and marketing organization, which in most countries will be a
Warner Wellcome joint venture, as described below. Warner-Lambert and Glaxo will
share development costs and profits equally, with Glaxo receiving a royalty on
all over-the-counter sales by the joint ventures.
Pursuant to the agreements with Wellcome, Warner-Lambert and Wellcome
formed a joint venture in the United States and a joint venture in Canada, each
named Warner Wellcome Consumer Health Products. Joint ventures are expected to
be established by Warner-Lambert and Wellcome in Europe, Australia and other
countries throughout the world. The alliance calls for both companies to
contribute to the joint ventures current and future over-the-counter products
(excluding HALLS and ROLAIDS products). Under the agreements, after a two-year
phase-in period, Warner-Lambert and Wellcome respectively will receive
approximately 70 percent and 30 percent of the profits generated in the United
States. A New Drug Application ('NDA') for the conversion to over-the-counter
use of Wellcome's anti-viral drug ZOVIRAX as an anti-herpes medication was filed
with the U.S. Food and Drug Administration ('FDA') in August 1993. Subject to
such conversion, over-the-counter profits on ZOVIRAX in the United States will
be shared in favor of the innovator, Wellcome.
Profits on current products will be shared equally in Canada and, when
joint ventures are established in such countries, in Australia and the European
countries. Profits on ZOVIRAX cream outside the United States will also be
shared equally, subject to a royalty to Wellcome if sales exceed a threshold
amount. Other future over-the-counter switch products will be subject to a
profit split favoring the innovator.
Warner-Lambert will be the managing partner of the joint ventures with
Wellcome (referred to herein as the 'Warner Wellcome' joint ventures or
organizations), with day-to-day operating responsibility. Each partner will
continue to manufacture products it contributes to the joint ventures.
Glaxo Warner-Lambert OTC G.P. commenced operations in December 1993. The
Warner Wellcome joint ventures in the United States and Canada commenced
operations in January 1994. Warner Wellcome organizations are expected to be
formed in Europe and Australia in 1994.
Shaving Products: Warner-Lambert manufactures and/or sells razors and
blades, both domestically and internationally. In March 1993, Warner-Lambert
acquired the European, U.S. and Canadian operations of Wilkinson Sword, an
international manufacturer and marketer of razors and blades. Shaving products
are manufactured and/or marketed under the SCHICK, WILKINSON, WILKINSON SWORD
and related trademarks. Permanent (nondisposable) products marketed under the
SCHICK trademark include TRACER/FX, SUPER II, SUPER II PLUS, ULTREX PLUS, SLIM
TWIN, ADVANTAGE, PERSONAL TOUCH and INJECTOR PLUS CHROMIUM. Disposable twin
blade products marketed under the SCHICK trademark include SCHICK DISPOSABLE,
SLIM TWIN, PERSONAL TOUCH, PERSONAL TOUCH SLIM and ULTREX DISPOSABLE. Products
marketed under the WILKINSON or WILKINSON SWORD trademarks include nondisposable
systems such as PROTECTOR, PROFILE, SYSTEM II and DUPLO, and disposable products
that include COLOURS, PRONTO, RETRACTOR, RETRACTOR TWIN, SHAVA II and ULTRA
CARESSE LADYSHAVER. These products are distributed directly to large retail
outlets, as well as to wholesalers for sale to smaller retailers, drugstores and
pharmacies. Retail outlets include pharmacies, food stores, department stores,
variety stores, mass merchandisers and other miscellaneous outlets.
Pet Care Products: Warner-Lambert manufactures and sells various products
on a worldwide basis for ornamental fish and for other small pets, as well as
books relating to various pets, under the trademark TETRA. In addition, in
September 1993 Warner-Lambert acquired Willinger Bros., Inc., a manufacturer and
distributor of aquarium products (including power filters and replacement
cartridges, air pumps, plastic plants and other accessories) that are marketed
largely under the WHISPER and SECONDNATURE trademarks. These pet care products
are promoted to consumers through
3
cooperative advertising and to retailers through direct promotion and
advertising in trade publications. They are sold to wholesalers for sale to
smaller retailers and directly to larger chain stores and retailers, in each
case for ultimate sale to consumers.
Confectionery Products
The principal products of Warner-Lambert in its Confectionery Products
segment are chewing gums and breath mints.
Warner-Lambert manufactures and/or sells, in the United States and/or
internationally, a broad line of chewing gums and breath mints, as well as
specialty candies. Among these products are slab chewing gums (TRIDENT, DENTYNE
and DENTYNE SUGARFREE), chunk bubble gums (BUBBLICIOUS, BUBBLICIOUS MONDO and
TRIDENT SOFT), center-filled gums (FRESHEN-UP), candy-coated gums (CHICLETS,
CHICLETS TINY SIZE and CLORETS) and stick gums (CLORETS, CINN*A*BURST and
MINT*A*BURST). The breath mint line includes CERTS, SUGARFREE CERTS, SUGARFREE
CERTS MINI-MINTS, CERTS EXTRA FLAVOR and CLORETS. These products are promoted
directly to the consumer primarily through consumer advertising and in-store
promotion programs. They are sold directly to chain and independent food stores,
chain pharmacies and mass merchandisers or through candy and tobacco wholesalers
and to other miscellaneous outlets which in turn sell to consumers.
In the fourth quarter of 1993, Warner-Lambert sold the assets of its
chocolate/caramel business, including the Junior Mints'r', Sugar Daddy'r', Sugar
Babies'r', Charleston Chew!'r' and Pom Poms'r' product lines, in order to
refocus its resources on its core pharmaceutical and consumer products
businesses.
Novon Products Group
NOVON is the trademark for a family of specialty polymers based upon starch
and other fully biodegradable materials. Warner-Lambert discontinued the
operations of its Novon Products Group as of November 30, 1993, primarily in
order to focus its resources on its core business areas. Warner-Lambert has
entered into agreements with licensees and is currently in discussions with
respect to the sale of substantially all of the intellectual property and
certain other assets of the business. In the first quarter of 1993,
Warner-Lambert recorded a one-time charge of $70 million before tax or $45
million after-tax, in connection with the disposition of the Novon Products
Group. The charge included a write-down of Novon's physical assets to net
realizable value, as well as a provision for additional anticipated costs to be
incurred during the phase-out period.
INTERNATIONAL OPERATIONS
Although Warner-Lambert has globalized its organization on a segment basis,
Warner-Lambert's international businesses are carried on principally through
subsidiaries and branches, which are generally staffed and managed by citizens
of the countries in which they operate. Approximately 23,000 of Warner-Lambert's
employees are located outside the United States and only a small number of such
employees are United States citizens. Certain of the products discussed above
are manufactured and marketed solely in the United States and certain of such
products are manufactured and marketed solely in one or more foreign countries.
International sales to unaffiliated customers in 1993 amounted to
approximately 53% of worldwide sales. International sales do not include United
States export sales, which represent less than 1% of domestic sales. The seven
largest markets with respect to the distribution of Warner-Lambert products sold
outside the United States during 1993 were Japan, Germany, Canada, Mexico,
France, the United Kingdom and Italy. Sales in these markets accounted for
approximately 64% of Warner-Lambert's international sales, with no one country
accounting for more than 17% of international sales.
The international operations are subject to certain risks inherent in
carrying on business abroad, including possible nationalization, expropriation
and other governmental action, as well as fluctuations in currency exchange
rates.
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RESTRUCTURING
In November 1993, Warner-Lambert announced a program covering the
rationalization of manufacturing facilities, principally in North America,
including the eventual closing of seven plants, an organizational restructuring
and related workforce reductions of approximately 2,800 positions over the next
several years. The program was prompted by the combined impact of rapid and
profound changes in the Company's competitive environment, including the growing
impact of managed health care and other cost-containment efforts in the United
States, cost regulations in Europe and changes in U.S. tax law (discussed below
under the caption 'Regulation'). For further discussion of Warner-Lambert's
restructuring, see 'Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Restructuring Actions' and Note 3 to the Company's
consolidated financial statements, contained in the Warner-Lambert 1993 Annual
Report and incorporated herein by reference.
COMPETITION
Most markets in which Warner-Lambert is engaged are highly competitive and
characterized by substantial expenditures in the advertising and promotion of
new and existing products. In addition, there is intense competition in research
and development in all of Warner-Lambert's industry segments. No material part
of the business of any of Warner-Lambert's industry segments is dependent upon
one or a few customers. However, the Company cannot predict what effect, if any,
the health care proposals described below under the caption 'Regulation' may
have on its operations.
MATERIALS AND SUPPLIES
Warner-Lambert's products, in general, are produced and packaged at its own
facilities. Other than certain generic drug products, relatively few items are
manufactured in whole or in part by outside suppliers. Raw materials and
packaging supplies are purchased from a variety of outside suppliers. The loss
of any one source of supply would not have a material effect on the business of
any of Warner-Lambert's industry segments. Warner-Lambert seeks to protect
against fluctuating costs and to assure availability of raw materials and
packaging supplies by, among other things, locating alternative sources of
supply and, in some instances, making selective advance purchases.
TRADEMARKS AND PATENTS
Warner-Lambert's major trademarks are protected by registration in the
United States and other countries where its products are marketed.
Warner-Lambert believes these trademarks are important to the marketing of the
related products and acts to protect them from infringement. Warner-Lambert owns
many patents and has many patent applications pending in the patent offices of
the United States and other countries. Although a number of products and product
lines have patent protection that is significant in the marketing of such
products, the management of Warner-Lambert does not consider that any single
patent or related group of patents is material to Warner-Lambert's business as a
whole or any of its industry segments. On January 4, 1993, the United States
patent for LOPID expired, subjecting LOPID to generic competition, as discussed
above under the caption 'Business Segments -- Pharmaceutical Products'.
RESEARCH AND DEVELOPMENT
Warner-Lambert employs over 2,000 scientific and technical personnel in
research and development activities at various research facilities located in
the United States and in foreign countries. Warner-Lambert invested
approximately $465 million in research and development in 1993, compared with
$473 million in 1992 and $423 million in 1991. Approximately eighty-two percent
(82%) of Warner-Lambert's 1993 research and development spending was for
research and development related to pharmaceutical products. Warner-Lambert
believes research and development activities are essential to its business and
intends to continue such activities.
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EMPLOYEES
At December 31, 1993 approximately 35,000 people were employed by
Warner-Lambert throughout the world.
REGULATION
Warner-Lambert's business is subject to varying degrees of governmental
regulation in the countries in which it manufactures and distributes products,
and the general trend in these countries is toward more stringent regulation.
In the United States, the food, drug and cosmetic industries have been
subject to regulation by various federal, state and local agencies with respect
to product safety and effectiveness, manufacturing and advertising and labeling.
Accordingly, from time to time, with respect to particular products under
review, such agencies may require Warner-Lambert to participate in meetings,
whether public or private, to address safety, efficacy, manufacturing and/or
regulatory issues, to conduct additional testing or to modify its advertising
and/or labeling.
During the third quarter of 1993, a consent decree with the FDA was entered
into by Warner-Lambert and Melvin R. Goodes, Chairman and Chief Executive
Officer, and Lodewijk J. R. de Vink, President and Chief Operating Officer,
covering issues related to compliance with manufacturing and quality procedures.
The decree is a court-approved agreement that primarily requires Warner-Lambert
to certify that laboratory and/or manufacturing procedures at its pharmaceutical
manufacturing facilities in the United States and Puerto Rico meet current Good
Manufacturing Practices established by the FDA. Under the terms of the decree,
Warner-Lambert was permitted to ship inventory existing at the time of entry of
the decree of most of its products, and has been permitted to continue to
manufacture and ship prescription medications deemed medically necessary while
the certification process is ongoing. The manufacture and distribution of its
remaining products was suspended pending completion of certain certification
procedures. Warner-Lambert's manufacturing facilities in the mainland United
States quickly resumed substantially full operations. The bulk of the
prescription products manufactured at the two Puerto Rico facilities were deemed
medically necessary and had no significant interruption in supply, and the
production of certain other products has been transferred from such facilities
to mainland U.S. facilities or sourced from third parties. There are several
prescription products that have not yet returned to the market or have been
withdrawn. It is not possible to predict when the manufacturing facilities in
Puerto Rico will be fully operational, although Warner-Lambert is actively
working with outside experts and the FDA to accomplish this as soon as possible.
Compliance with FDA restrictions, including the consent decree, resulted in an
estimated aggregate loss of sales revenue of approximately $135 million in 1993.
Pursuant to the FDA's Application Integrity Policy, Warner-Lambert, through
independent experts in pharmaceutical manufacturing, is also conducting validity
assessments of FDA filings made with respect to products manufactured or to be
manufactured at its facilities in Vega Baja and Fajardo, Puerto Rico, due to
discrepancies found in data generated at those facilities. The FDA has deferred
substantive scientific reviews of pending NDA's and Abbreviated New Drug
Applications ('ANDA's') for products to be manufactured at these facilities
(including the oral contraceptive ESTROSTEP), and for supplements to NDA's or
ANDA's for products currently manufactured at these facilities, until further
assessments of Warner-Lambert filings are completed. The FDA did not suspend
review of two potentially medically important drugs, COGNEX (tacrine) and
NEURONTIN (gabapentin), discussed under the caption 'Business
Segments -- Pharmaceutical Products' above, both of which obtained U.S.
marketing approval in 1993. Warner-Lambert has pledged its full cooperation and
has actively worked with the FDA in order to resolve all issues relating to this
matter. Warner-Lambert expects to file shortly the expert validity assessments
that have not yet been filed. The FDA will review all of these filings, as well
as a Corrective Action Plan the Company is currently preparing, which outlines
mechanisms in place to prevent a recurrence of the data integrity issue. The FDA
will then inspect the two facilities prior to lifting the Application Integrity
Policy. It is not possible to predict when the Application Integrity Policy will
be lifted or whether the FDA will take additional action.
6
Regulatory requirements concerning the research and development of drug
products have increased in complexity and scope in recent years. This has
resulted in a substantial increase in the time and expense required to bring new
products to market. At the same time, the FDA requirements for approval of
generic drugs (drugs containing the same active chemical as an innovator's
product) have been decreased by the adoption of abbreviated new drug approval
procedures for most generic drugs. Generic versions of many of Warner-Lambert's
products in the Pharmaceutical Products segment are being marketed, and generic
substitution legislation, which permits a pharmacist to substitute a generic
version of a drug for the one prescribed, has been enacted in some form in all
states. These factors have resulted in increased competition from generic
manufacturers in the market for ethical products. For example, LOPID has been
subject to this increased competition since its patent expired on January 4,
1993, as discussed above under the caption 'Business Segments -- Pharmaceutical
Products'.
Federal legislation enacted in late 1990 prohibits the expenditure of
federal Medicaid funds for outpatient drugs of manufacturers that do not agree
to pay specified rebates. Similar legislation has been enacted in several states
extending rebates to state administered non-Medicaid programs. Warner-Lambert
has been adhering to such rebate programs and other related rebate programs and
has incurred rebate expenses of $57 million, $37 million and $15 million in
1993, 1992 and 1991, respectively. However, Warner-Lambert does not believe such
rebate expenses have had, or will have, a material adverse effect upon its
financial position.
The Clinton Administration has identified the containment of health care
costs as a major priority. The Administration's proposed health care plan, along
with a number of alternative proposals, has negative implications for the
pharmaceutical industry. Although Warner-Lambert cannot predict at this time
which legislation, if any, will be enacted, it is likely that such legislation
would result in increased pressures on the operating results of Warner-Lambert.
In addition, primarily as a result of the passage by Congress of the Omnibus
Budget Reconciliation Act of 1993, including changes to Section 936 of the
Internal Revenue Code, Warner-Lambert estimates that its effective tax rate will
increase in 1994 by approximately 1.5 to 2.5 percentage points.
The regulatory agencies under whose purview Warner-Lambert operates have
administrative and legal powers that may subject Warner-Lambert and its products
to seizure actions, product recalls and other civil and criminal actions. They
may also subject the industry to emergency regulatory requirements.
Warner-Lambert's policy is to comply fully with all regulatory requirements. It
is impossible to predict, however, what effect, if any, these matters or any
pending or future legislation, regulations or governmental actions may have on
the conduct of Warner-Lambert's business in the future.
In most of the foreign countries where Warner-Lambert does business, it is
subject to a regulatory and legislative climate similar to or more restrictive
than that described above. Certain health care reform measures enacted in 1993
in Germany, including the imposition of price reductions on pharmaceutical
products and prescribing restrictions on doctors, had a negative impact on
Warner-Lambert's pharmaceutical operations in Germany in 1993 and are expected
to have a negative impact on such operations in 1994. The long-term impact of
such measures on Warner-Lambert's operations cannot be assessed at this time.
ENVIRONMENT
Warner-Lambert is responsible for compliance with a number of environmental
laws and regulations. While Warner-Lambert has maintained control systems
designed to assure compliance in all material respects with environmental laws
and regulations, during 1993 it initiated a worldwide audit program to assure
environmental compliance with a growing number of increasingly complex
environmental regulations. Warner-Lambert is involved in various environmental
matters, including actions initiated by the Environmental Protection Agency (the
'EPA') under the Comprehensive Environmental Response, Compensation and
Liability Act, also known as Superfund, by state agencies under similar state
legislation, or by other parties. The Company is presently remediating
environmental problems at certain sites, including sites it previously owned.
While it is not possible to predict the outcome of the proceedings described
above or the ultimate costs of remediation, the management of Warner-Lambert
believes it is unlikely that their ultimate disposition will have a material
adverse effect
7
on Warner-Lambert's financial position, liquidity, cash flow or results of
operations for any year. Actions with respect to environmental programs and
compliance result in operating expenses and capital expenditures.
Warner-Lambert's capital expenditures with respect to environmental programs and
compliance in 1993 were not, and in 1994 are not expected to be, material to the
business of Warner-Lambert.
For additional information relating to environmental matters, see Note 14
to the consolidated financial statements, 'Environmental Liabilities', on page
43 of the Warner-Lambert 1993 Annual Report, incorporated herein by reference.
ITEM 2. PROPERTIES.
The executive offices of Warner-Lambert are located in Morris Plains, New
Jersey. In the United States, including Puerto Rico, Warner-Lambert owns
facilities aggregating approximately 6,464,000 square feet and leases facilities
having an aggregate of approximately 874,000 square feet.
Warner-Lambert's principal U.S. manufacturing plants are located in Lititz,
Pennsylvania (pharmaceuticals and consumer health care); Rockford, Illinois
(confectionery and consumer health care); Rochester, Michigan (pharmaceuticals);
Holland, Michigan (pharmaceuticals); Greenwood, South Carolina (capsules); and
Milford, Connecticut (razors and blades). Warner-Lambert Inc., a wholly owned
subsidiary of Warner-Lambert operating in Puerto Rico, has plants located in
Carolina (confectionery); Fajardo (pharmaceuticals); and Vega Baja
(pharmaceuticals, consumer health care and confectionery).
In November 1993, in connection with the restructuring discussed above
under the caption 'Business -- Restructuring', Warner-Lambert announced plans to
phase out and close its Carolina, Puerto Rico confectionery manufacturing plant
by the end of 1994.
In the United States, Warner-Lambert currently distributes its various
products through its manufacturing plants and two primary distribution centers
located in Lititz, Pennsylvania and Elk Grove, Illinois. Principal U.S. research
facilities are located in Ann Arbor, Michigan (pharmaceuticals) and Morris
Plains, New Jersey (pharmaceuticals, consumer health care and confectionery).
Internationally, Warner-Lambert owns, leases, or operates, through its
subsidiaries or branches, 72 production facilities in 35 countries. Principal
international manufacturing plants are located in Germany, the United Kingdom,
Belgium, Italy, Canada, Mexico, Hong Kong, Japan, Ireland, Spain, France,
Brazil, Venezuela and Australia. Principal international research facilities are
located in Germany, Japan, the United Kingdom and Canada.
In order to increase efficiency and to lower its cost of goods sold,
Warner-Lambert, over a number of years and at significant cost, has consolidated
many of its plants and facilities around the world. This has often resulted in
the production of pharmaceutical products, consumer health care products and/or
confectionery products at a single facility.
Warner-Lambert's facilities are generally in good operating condition and
repair and at present are adequately utilized within reasonable limits. Leases
are not material to the business of Warner-Lambert taken as a whole.
For information regarding the organizational restructuring and plant
rationalization announced by Warner-Lambert in November 1993, see
'Business -- Restructuring' above.
ITEM 3. LEGAL PROCEEDINGS.
Warner-Lambert and certain present and former employees have been served
with subpoenas 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. Warner-Lambert is cooperating
with the inquiry and cannot predict what the outcome of the investigation will
be.
In September 1993, Warner-Lambert received a Complaint and Compliance Order
from the EPA seeking penalties of $268,000 for alleged violations of the
Resource Conservation and Recovery Act,
8
Boilers and Industrial Furnace regulations. Warner-Lambert responded to the
complaint in October 1993. The Company is contesting the allegations and has
entered into negotiations with the EPA.
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 United States District Court for the Northern
District of Illinois for pre-trial proceedings. The state cases, which are
pending in California, are expected to be coordinated in the Superior Court of
California, County of San Francisco. 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 expect this
litigation 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.
Not Applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to the executive officers of Warner-Lambert as of
March 1, 1994 is set forth below:
POSITIONS AND PRINCIPAL OCCUPATIONS
OFFICES HELD AND EMPLOYMENT
NAME AGE WITH REGISTRANT DURING PAST 5 YEARS
- ----------------------------------------- --- -------------------- --------------------------------------
Melvin R. Goodes......................... 58 Chairman of the Chairman of the Board and Chief
Board and Chief Executive Officer (since August
Executive Officer; 1991); President and Chief Operating
Director Officer (July 1985 -- July 1991)
Lodewijk J. R. de Vink................... 48 President and Chief President and Chief Operating Officer
Operating Officer; (since August 1991); Executive Vice
Director President and President, U.S.
Operations (April 1990 -- July
1991); Vice President (October
1988 -- March 1990); President,
International Operations (October
1988 -- March 1990)
John F. Walsh............................ 51 Executive Vice Executive Vice President (since
President January 1991); President, Consumer
Products Sector (since January
1992); Vice President (November
1986 -- December 1990); President,
International Operations (March
1990 -- December 1991); President,
Canada/Latin America Group (March
1989 -- March 1990); President,
American Chicle Group (June
1986 -- March 1989)
(table continued on next page)
9
(table continued from previous page)
POSITIONS AND PRINCIPAL OCCUPATIONS
OFFICES HELD AND EMPLOYMENT
NAME AGE WITH REGISTRANT DURING PAST 5 YEARS
- ----------------------------------------- --- -------------------- --------------------------------------
Ernest J. Larini......................... 50 Vice President and Vice President and Chief Financial
Chief Financial Officer (since November 1992); Vice
Officer President, Financial Administration
(June 1992 -- October 1992); Vice
President and Controller (May
1990 -- May 1992); Treasurer
(February 1988 -- April 1990)
Ronald M. Cresswell, Ph.D................ 59 Vice President Vice President (since May 1988);
Chairman, Parke-Davis Research
(since October 1989); President,
Parke-Davis Research (May
1988 -- October 1989)
Pedro M. Cuatrecasas, M.D. .............. 57 Vice President Vice President (since October 1989);
President, Parke-Davis Research
(since October 1989); Senior Vice
President, Research and Development,
Glaxo, Inc. (February 1986 -- August
1989)
Raymond M. Fino.......................... 51 Vice President Vice President, Human Resources (since
January 1985)
George L. Fotiades....................... 40 Vice President Vice President (since November 1992);
President, Warner Wellcome Consumer
Health Products (since January
1994); President, Consumer Health
Products Group (November
1992 -- January 1994); President,
Consumer Products, Japan,
Bristol-Myers Squibb Company
(January 1992 -- November 1992);
Senior Vice President, General
Manager, Clairol U.S., Bristol-Myers
Squibb (January 1991 -- January
1992); Senior Vice President,
Boyle-Midway, American Home Products
(August 1988 -- December 1990)
William F. Gilroy........................ 57 Vice President and Vice President (since February 1985);
Controller Controller (since June 1992); Vice
President, Finance Administration
(January 1992 -- June 1992); Vice
President, Finance Administration,
International Operations (February
1988 -- December 1991)
(table continued on next page)
10
(table continued from previous page)
POSITIONS AND PRINCIPAL OCCUPATIONS
OFFICES HELD AND EMPLOYMENT
NAME AGE WITH REGISTRANT DURING PAST 5 YEARS
- ----------------------------------------- --- -------------------- --------------------------------------
Philip M. Gross.......................... 52 Vice President Vice President (since January 1990);
Vice President, Strategic Management
Processes (since January 1994);
President, Novon Products Group
(January 1990 -- January 1994); Vice
President and General Manager, GE
Silicones, General Electric Company
(January 1987 -- December 1989)
Jay M. Gwynne............................ 56 Vice President Vice President (since January 1984);
President, American Chicle Group
(since July 1991); President,
Asia/Australia/Capsugel Group (March
1989 -- July 1991); President,
Europe/ Canada/Middle East/Africa
Group (July 1987 -- March 1989)
Gregory L. Johnson....................... 47 Vice President and Vice President and General Counsel
General Counsel (since October 1983)
Surinder Kumar, Ph.D..................... 49 Vice President Vice President (since October 1993);
President, Consumer Products
Research & Development (since
October 1992); Senior Vice
President, Research & Development,
Pepsico, Inc. (February 1990 --
October 1992); Vice President,
Research & Development, Pepsico,
Inc. (February 1988 -- February
1990)
Bertil R. Lang........................... 52 Vice President Vice President (since January 1992);
President, Parke-Davis, Europe
(since January 1992); Regional
President,
Germany/Austria/Switzerland (March
1989 -- December 1991); Regional
President, Germany (April
1986 -- March 1989)
J. Frank Lazo............................ 46 Vice President Vice President (since April 1990);
President, Latin
America/Asia/Australia/ Middle
East/Africa Group (since January
1992); President, Latin America/
Asia/Australia Group (July
1991 -- December 1991); President,
Canada/Latin America Group (April
1990 -- July 1991); Regional
President, Brazil/Chile/Peru/Uruguay
(October 1988 -- March 1990)
(table continued on next page)
11
(table continued from previous page)
POSITIONS AND PRINCIPAL OCCUPATIONS
OFFICES HELD AND EMPLOYMENT
NAME AGE WITH REGISTRANT DURING PAST 5 YEARS
- ----------------------------------------- --- -------------------- --------------------------------------
F. Phillip Milhomme...................... 57 Vice President Vice President (since January 1992);
President, Consumer Products, Europe
(since January 1992); President,
Middle East/Africa/Europe (September
1989 -- December 1991); Regional
President, Middle East/Africa/Europe
(March 1989 -- September 1989);
President, Benelux/ Mediterranean
Region (October 1987 -- March 1989)
S. Morgan Morton......................... 54 Vice President Vice President (since January 1994);
President, Shaving Products Group
(since September 1993); President,
Schick (January 1992 -- September
1993); President, Warner-Lambert
Canada (January 1988 -- January
1992)
Harold F. Oberkfell...................... 47 Vice President Vice President (since January 1992);
President, Parke-Davis, North
America (since January 1992); Vice
President, Parke-Davis Marketing and
Sales (July 1986 -- December 1991)
Joseph E. Smith.......................... 54 Vice President Vice President, External Relations
(since January 1994); Executive Vice
President (January 1991 -- January
1994); President, Pharmaceutical
Sector (January 1992 -- January
1994); Vice President (March
1989 -- December 1990); President,
Parke-Davis Group (March
1989 -- December 1991)
Fred G. Weiss............................ 52 Vice President Vice President (since August 1982);
Vice President, Planning, Investment
and Development (since August 1983)
William S. Woodson....................... 59 Vice President and Vice President and Treasurer (since
Treasurer December 1991); Vice President,
Finance, Novon Products Group
(September 1990 -- November 1991);
Vice President, Corporate Control
and Analysis (February 1988 --
September 1990)
Ronald E. Zier........................... 62 Vice President Vice President, Public Affairs (since
July 1977)
Rae G. Paltiel........................... 47 Secretary Secretary (since February 1986)
All of the above-mentioned officers, with the exception of Dr. Cuatrecasas,
Mr. Fotiades, Mr. Gross and Dr. Kumar, have been employed by Warner-Lambert for
the past five years.
Dr. Cuatrecasas has been employed by Warner-Lambert since October 1989.
Prior to that time, Dr. Cuatrecasas had been employed as Senior Vice President,
Research and Development, at Glaxo, Inc. from February 1986 to August 1989.
Glaxo, Inc., a multinational pharmaceutical company, had sales of
12
approximately $3.5 billion for the year ending June 1988. Prior to his
employment with Glaxo, Dr. Cuatrecasas had been employed since 1975 as Vice
President, Research, Development and Medical, at Burroughs Wellcome Company.
Burroughs Wellcome Company is a wholly owned subsidiary of The Wellcome
Foundation Ltd., a multinational pharmaceutical company which had sales of
approximately $1.5 billion in 1986.
Mr. Fotiades has been employed by Warner-Lambert since November 1992. Prior
to that time, Mr. Fotiades had been employed by Bristol-Myers Squibb Company.
From January 1992 to November 1992, Mr. Fotiades held the position of President,
Consumer Products, Japan and from January 1991 to January 1992 he served as
Senior Vice President, General Manager, Clairol U.S., Bristol-Myers Squibb
Company, a multinational health care and consumer products company with sales of
approximately $11.0 billion in 1992. Prior to his employment with Bristol-Myers
Squibb, he held the position of Senior Vice President, Marketing, Boyle-Midway,
American Home Products Corporation, from August 1988 to December 1990. American
Home Products Corporation, a multinational health care and food products
company, had sales of approximately $6.8 billion in 1990. From September 1987 to
July 1988, Mr. Fotiades held the position of General Manager,
Antiperspirant/Deodorant, the Proctor & Gamble Company, a multinational consumer
products company with sales of approximately $21.3 billion for the year ended
June 30, 1989.
Mr. Gross has been employed by Warner-Lambert since January 1990. Prior to
that time, Mr. Gross had been employed since 1963 by General Electric Company in
various executive positions. From January 1987 to March 1989, Mr. Gross held the
position of Vice President and General Manager, GE Silicones. General Electric
Company, a multinational diversified company, had sales in excess of $38.0
billion in 1988.
Dr. Kumar has been employed by Warner-Lambert since October 1992. Prior to
that time, Dr. Kumar had been employed since January 1986 by Pepsico, Inc. From
February 1990 to October 1992 Dr. Kumar held the position of Senior Vice
President, Research & Development, Pepsi Worldwide Beverage. From February 1988
to February 1990 he held the position of Vice President, Research & Development,
Pepsi Worldwide Beverage, and from January 1986 to February 1988, the position
of Vice President, Research & Development, Pepsi U.S.A. Pepsico, Inc. is in the
beverage, snack food and restaurant business, both domestically and
internationally, with sales of approximately $22 billion in 1992.
None of the above officers has any family relationship with any Director or
with any other officer. Officers are elected by the Board of Directors for a
term of office lasting until the next annual organizational meeting of the Board
of Directors or until their successors are elected and have qualified. No
officer listed above was appointed pursuant to any arrangement or understanding
between such officer and the Board of Directors or any member or members
thereof.
13
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information set forth under the caption 'Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Shareholder
Information' on page 33 of the Warner-Lambert 1993 Annual Report is incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The information set forth under the caption 'Five-Year Summary of Selected
Financial Data' on page 34 of the Warner-Lambert 1993 Annual Report is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information set forth under the caption 'Management's Discussion and
Analysis of Financial Condition and Results of Operations' on pages 28 through
33 of the Warner-Lambert 1993 Annual Report is incorporated herein by reference
and should be read in conjunction with the consolidated financial statements and
the notes thereto contained on pages 34 through 47 of the Warner-Lambert 1993
Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements of Warner-Lambert and its
subsidiaries, together with the report thereon of Price Waterhouse dated January
24, 1994, listed in Item 14(a)1 and included in the Warner-Lambert 1993 Annual
Report at pages 35 through 48, are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not Applicable.
14
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The required information relating to the Warner-Lambert Directors and
nominees is incorporated herein by reference to pages 2 through 7 of the
Warner-Lambert Proxy Statement for the Annual Meeting of Stockholders to be held
on April 26, 1994. Information relating to executive officers of Warner-Lambert
is set forth in Part I of this Form 10-K on pages 9 through 13. Information
relating to compliance with Section 16(a) of the Securities Exchange Act of 1934
is contained in the Proxy Statement, referred to above, at page 8 and such
information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information relating to executive compensation is contained in the Proxy
Statement, referred to above in Item 10, at pages 11 through 22 and such
information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Information relating to the beneficial ownership of more than five
percent of Warner-Lambert's Common Stock is contained in the Proxy Statement,
referred to above in Item 10, at page 9 and such information is incorporated
herein by reference.
(b) Information relating to security ownership of management is contained
in the Proxy Statement, referred to above in Item 10, at page 8 and such
information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not Applicable.
15
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(A) 1. ALL FINANCIAL STATEMENTS
The following items are included in Part II of this report through
incorporation by reference to pages 35 through 48 of the Warner-Lambert
1993 Annual Report:
Consolidated Statements of Income for each of the three years in
the period ended December 31, 1993.
Consolidated Statements of Retained Earnings for each of the
three years in the period ended December 31, 1993.
Consolidated Balance Sheets at December 31, 1993 and 1992.
Consolidated Statements of Cash Flows for each of the three years
in the period ended December 31, 1993.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
2. FINANCIAL STATEMENT SCHEDULES
Included in Part IV of this report:
Report of Independent Accountants on Financial Statement Schedules.
Schedule I -- Marketable Securities -- Other Investments
Schedule II -- Amounts Receivable from Related Parties and
Underwriters, Promoters and Employees other than
Related Parties
Schedule V -- Property, Plant and Equipment
Schedule VI -- Accumulated Depreciation of Property, Plant and
Equipment
Schedule VIII -- Valuation and Qualifying Accounts and Reserves
Schedule IX -- Short-term Borrowings
Schedule X -- Supplementary Income Statement Information
Schedules other than those listed above are omitted because they are
either not applicable or the required information is included
through incorporation by reference to pages 35 through 48 of the
Warner-Lambert 1993 Annual Report.
3. EXHIBITS
(3) Articles of Incorporation and by-laws
(a) Restated Certificate of Incorporation of Warner-Lambert Company
filed November 10, 1972, as amended to April 24, 1990
(Incorporated by reference to Warner-Lambert's Current Report
on Form 8-K, dated April 24, 1990).
(b) By-Laws of Warner-Lambert Company, as amended to October 25,
1988 (Incorporated by reference to Warner-Lambert's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1988
(File No. 1-3608)).
(4) Instruments defining the rights of security holders, including
indentures
(a) Rights Agreement, dated as of June 28, 1988, and amended as of
June 27, 1989, between Warner-Lambert Company and First
Chicago Trust Company of New York, as Rights Agent
(Incorporated by reference to Warner-Lambert's Registration
Statement on Form 8-A, dated June 28, 1988, as amended by Form
8, dated July 5, 1989 (File No. 1-3608)).
16
(b) Warner-Lambert agrees to furnish to the Commission, upon
request, a copy of each instrument with respect to issues of
long-term debt of Warner-Lambert. The principal amount of debt
securities authorized under each such instrument does not
exceed 10% of the total assets of Warner-Lambert.
(10) Material contracts
(a)* Warner-Lambert Company 1974 Stock Option and Alternate Stock Plan, as amended to November 26,
1991 (Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal year ended
December 31, 1991).
(b)* Warner-Lambert Company 1983 Stock Option Plan, as amended to November 26, 1991 (Incorporated
by reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).
(c)* Warner-Lambert Company 1987 Stock Option Plan, as amended to November 26, 1991 (Incorporated
by reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).
(d)* Warner-Lambert Company 1989 Stock Plan, as amended to November 26, 1991 (Incorporated by
reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).
(e)* Warner-Lambert Company 1992 Stock Plan (Incorporated by reference to Warner-Lambert's Form
10-K for the fiscal year ended December 31, 1992).
(f)* Warner-Lambert Company Incentive Compensation Plan, as amended to June 26, 1990 (Incorporated
by reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended June 30,
1990).
(g)* Warner-Lambert Company Supplemental Pension Income Plan, as amended to October 29, 1991
(Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal year ended December
31, 1991).
(h)* Group Plan Participation by Non-employee Directors (Incorporated by reference to
Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).
(i)* Warner-Lambert Company Directors' Retirement Plan, as amended to June 26, 1990 (Incorporated
by reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended June 30,
1990).
(j)* Warner-Lambert Excess Savings Plan, formerly Warner-Lambert Supplemental Savings Plan, as
amended to October 29, 1991 (Incorporated by reference to Warner-Lambert's Form 10-K for the
fiscal year ended December 31, 1991).
(k)* Warner-Lambert Company Executive Severance Plan, as amended to June 26, 1990 (Incorporated by
reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended June 30,
1990).
(l)* Restricted Stock Plan for Directors of Warner-Lambert Company, as amended to January 28, 1992
(Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal year ended December
31, 1991).
(m)* Employment Agreement dated September 24, 1985 between Warner-Lambert Company and Melvin R.
Goodes, Chairman of the Board and Chief Executive Officer, as amended to August 1, 1991
(Incorporated by reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1991).
(n)* Employment Agreement effective as of August 1, 1991 between Warner-Lambert Company and
Lodewijk J. R. de Vink, President and Chief Operating Officer (Incorporated by reference to
Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended September 30, 1991).
(o)* Consulting Agreement, dated as of September 1, 1991, between Warner-Lambert Company and Joseph
D. Williams, Director (Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal
year ended December 31, 1991).
17
(p)* Consulting Arrangement between Warner-Lambert Company and B. Charles Ames, Director
(Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal year ended December
31, 1991).
(q)* Consulting Arrangement between Warner-Lambert Company and Paul S. Russell, Director
(Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal year ended December
31, 1991).
(r) Global Principles Agreement, dated as of December 10, 1993, between Warner-Lambert Company and
Glaxo Holdings plc.
(s) Global Principles Agreement, dated December 17, 1993, between Warner-Lambert Company and
Wellcome plc.
(12) Computation of Ratio of Earnings to Fixed Charges.
(13) Copy of the Warner-Lambert Company Annual Report for the fiscal year
ended December 31, 1993. Such report, except for those portions
thereof which are expressly incorporated by reference herein, is
furnished solely for the information of the Commission and is not to
be deemed 'filed' as part of this filing.
(21) Subsidiaries of the registrant.
(23) Consent of Independent Accountants.
- ------------
* Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this Form 10-K pursuant to Item 14(c).
(B) REPORTS ON FORM 8-K
A Current Report on Form 8-K, dated December 13, 1993, was filed with the
Securities and Exchange Commission in connection with the announcement of
Warner Lambert's signing of separate agreements establishing joint ventures
with Glaxo Holdings plc and Wellcome plc.
Warner-Lambert will furnish to any holder of its securities, upon request
and at a reasonable cost, copies of the Exhibits listed in Item 14.
18
WARNER-LAMBERT COMPANY AND CONSOLIDATED SUBSIDIARIES
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Shareholders of
WARNER-LAMBERT COMPANY
Our audits of the consolidated financial statements referred to in our
report dated January 24, 1994 appearing on page 48 of the 1993 Annual Report to
Shareholders of Warner-Lambert Company (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedules listed in Item
14(a)2 of this Form 10-K. In our opinion, these Financial Statement Schedules
present fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial statements.
PRICE WATERHOUSE
Morristown, New Jersey
January 24, 1994
19
SCHEDULE I
WARNER-LAMBERT COMPANY AND SUBSIDIARIES
MARKETABLE SECURITIES -- OTHER INVESTMENTS
DECEMBER 31, 1993
NUMBER OF
SHARES OR
UNITS -- PRINCIPAL AMOUNT AT WHICH
NAME OF ISSUER AND AMOUNT OF CARRIED IN
TITLE OF EACH ISSUE BONDS AND NOTES COST MARKET VALUE BALANCE SHEET
- ---------------------------------------------------- ----------------- ------ ------------ ---------------
(DOLLARS IN MILLIONS)
Certificates of deposit and time deposits........... $ 392.3 $392.3 $392.6 $ 392.3
Puerto Rico collateralized mortgage obligations..... 56.4 56.4 56.9 56.4
Puerto Rico government securities................... 49.3 49.3 50.0 49.3
Puerto Rico repurchase agreements................... 30.0 30.0 30.0 30.0
Puerto Rico GNMA Securities guaranteed by the United
States government................................. 29.7 29.7 32.2 29.7
Other investments................................... 7.8 7.8 8.1 7.8
------- ------ ------------ -------
Total.......................................... $ 565.5 $565.5 $569.8 $ 565.5
------- ------ ------------ -------
------- ------ ------------ -------
20
SCHEDULE II
WARNER-LAMBERT COMPANY AND SUBSIDIARIES
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
BALANCE AT
DEDUCTIONS END OF YEAR
BALANCE AT -------------------------- ------------------
BEGINNING AMOUNTS AMOUNTS NOT
NAME OF DEBTOR OF YEAR ADDITIONS COLLECTED WRITTEN OFF CURRENT CURRENT
- -------------------------------------------- ---------- --------- --------- ------------- ------- -------
(DOLLARS IN THOUSANDS)
1993
Joseph E. Smith(1).......................... $250 $-- $-- $-- $-- $ 250
Pedro M. Cuatrecasas, M.D.(1)............... 350 -- -- -- -- 350
1992
Joseph E. Smith(1).......................... $250 $-- $-- $-- $-- $ 250
Pedro M. Cuatrecasas, M.D.(1)............... 350 -- -- -- -- 350
1991
Joseph E. Smith(1).......................... $250 $-- $-- $-- $-- $ 250
Pedro M. Cuatrecasas, M.D.(1)............... 350 -- -- -- -- 350
- ------------
(1) In connection with the relocations of Mr. Joseph E. Smith and Dr. Pedro M.
Cuatrecasas, interest-free loans, secured by real estate, were granted. The
terms of the loans, including provisions relating to acceleration and
repayment, depend on various factors.
21
SCHEDULE V
WARNER-LAMBERT COMPANY AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
FOREIGN
CURRENCY OTHER
BALANCE AT TRANSLATION CHANGES BALANCE
BEGINNING ADDITIONS SALES AND ADJUSTMENTS ADD AT END
DESCRIPTION OF YEAR AT COST RETIREMENTS ADD (DEDUCT) (DEDUCT)(a) OF YEAR
- --------------------------------------- ---------- --------- ----------- ------------ ----------- --------
(DOLLARS IN MILLIONS)
Year ended December 31, 1993:
Land.............................. $ 31.5 $ 1.5 $-- $ (.2) $ 1.0 $ 33.8
Buildings......................... 839.5 84.9 (2.3) (12.7) 5.6 915.0
Machinery, furniture and
fixtures........................ 1,675.1 274.3 (31.3) (34.4) 1.7 1,885.4
---------- --------- ----------- ------------ ----------- --------
$2,546.1 $ 360.7(b) $ (33.6) $(47.3) $ 8.3 $2,834.2
---------- --------- ----------- ------------ ----------- --------
---------- --------- ----------- ------------ ----------- --------
Year ended December 31, 1992:
Land.............................. $ 28.4 $ 3.3 $-- $ (.2) $-- $ 31.5
Buildings......................... 763.2 87.3 (4.7) (7.6) 1.3 839.5
Machinery, furniture and
fixtures........................ 1,531.9 243.7 (59.4) (29.1) (12.0) 1,675.1
---------- --------- ----------- ------------ ----------- --------
$2,323.5 $ 334.3 $ (64.1) $(36.9) $ (10.7) $2,546.1
---------- --------- ----------- ------------ ----------- --------
---------- --------- ----------- ------------ ----------- --------
Year ended December 31, 1991:
Land.............................. $ 29.5 $ 1.0 $ (.8) $ (1.3) $-- $ 28.4
Buildings......................... 713.8 81.0 (9.1) (22.0) (.5) 763.2
Machinery, furniture and
fixtures........................ 1,384.6 244.0 (27.7) (64.1) (4.9) 1,531.9
---------- --------- ----------- ------------ ----------- --------
$2,127.9 $ 326.0 $ (37.6) $(87.4) $ (5.4) $2,323.5
---------- --------- ----------- ------------ ----------- --------
---------- --------- ----------- ------------ ----------- --------
- ------------
(a) Other Changes included reclassifications, activity related to restructuring
actions and assets of companies acquired.
(b) Additions in 1993 included capitalized leases of $13.6 million.
22
SCHEDULE VI
WARNER-LAMBERT COMPANY AND SUBSIDIARIES
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
FOREIGN
ADDITIONS CURRENCY OTHER
BALANCE AT CHARGED TO TRANSLATION CHANGES BALANCE
BEGINNING COSTS AND SALES AND ADJUSTMENTS ADD AT END
DESCRIPTION OF YEAR EXPENSES RETIREMENTS ADD (DEDUCT) (DEDUCT)(a) OF YEAR
- -------------------------------------- ---------- ---------- ----------- ------------ ----------- --------
(DOLLARS IN MILLIONS)
Year ended December 31, 1993:
Buildings........................ $ 260.8 $ 26.9 $ (.6) $ (.7) $ 12.5 $ 298.9
Machinery, furniture and
fixtures....................... 778.2 132.1 (24.0) (17.1) 66.8 936.0
---------- ---------- ----------- ------------ ----------- --------
$1,039.0 $159.0 $ (24.6) $(17.8) $ 79.3 $1,234.9
---------- ---------- ----------- ------------ ----------- --------
---------- ---------- ----------- ------------ ----------- --------
Year ended December 31, 1992:
Buildings........................ $ 247.8 $ 23.0 $ (2.6) $ (7.3) $ (.1) $ 260.8
Machinery, furniture and
fixtures....................... 725.7 125.7 (43.6) (17.7) (11.9) 778.2
---------- ---------- ----------- ------------ ----------- --------
$ 973.5 $148.7 $ (46.2) $(25.0) $ (12.0) $1,039.0
---------- ---------- ----------- ------------ ----------- --------
---------- ---------- ----------- ------------ ----------- --------
Year ended December 31, 1991:
Buildings........................ $ 206.2 $ 21.0 $ (2.3) $ (6.0) $ 28.9 $ 247.8
Machinery, furniture and
fixtures....................... 620.3 108.4 (20.0) (36.6) 53.6 725.7
---------- ---------- ----------- ------------ ----------- --------
$ 826.5 $129.4 $ (22.3) $(42.6) $ 82.5 $ 973.5
---------- ---------- ----------- ------------ ----------- --------
---------- ---------- ----------- ------------ ----------- --------
- ------------
(a) As a result of the restructuring actions discussed in Note 3 to the
consolidated financial statements, accumulated depreciation was increased
by $108.5 million and $84.9 million in 1993 and 1991, respectively,
reflecting the write-down of assets to their net realizable values.
Note: Depreciation is calculated using estimated useful lives of 20 to 50 years
for buildings, and 3 to 15 years for machinery, furniture and fixtures.
23
SCHEDULE VIII
WARNER-LAMBERT COMPANY AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
ADDITIONS
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND AT END
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS(a) OF YEAR
- ---------------------------------------------------------------- ---------- ---------- ------------- -------
(DOLLARS IN MILLIONS)
Year ended December 31, 1993:
Allowance for doubtful accounts............................ $ 18.6 $ 2.9 $ 1.0 $ 20.5
Allowance for deferred tax assets.......................... -- 108.9(b) -- 108.9
---------- ---------- ----- -------
$ 18.6 $111.8 $ 1.0 $129.4
---------- ---------- ----- -------
---------- ---------- ----- -------
Year ended December 31, 1992:
Allowance for doubtful accounts............................ $ 15.3 $ 6.3 $ 3.0 $ 18.6
---------- ---------- ----- -------
---------- ---------- ----- -------
Year ended December 31, 1991:
Allowance for doubtful accounts............................ $ 14.4 $ 4.7 $ 3.8 $ 15.3
---------- ---------- ----- -------
---------- ---------- ----- -------
- ------------
(a) Primarily the write-off of accounts receivable considered uncollectible.
(b) The addition to allowance for deferred tax assets of $108.9 million
reflects $92.0 million for the adoption of Statement of Financial
Accounting Standards (SFAS) No. 109, 'Accounting for Income Taxes,' as of
January 1, 1993, and $16.9 million for 1993 additions (see Note 19 to the
consolidated financial statements).
24
SCHEDULE IX
WARNER-LAMBERT COMPANY AND SUBSIDIARIES
SHORT-TERM BORROWINGS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
WEIGHTED MAXIMUM AVERAGE WEIGHTED
AVERAGE AMOUNT AMOUNT AVERAGE
BALANCE INTEREST RATE OUTSTANDING OUTSTANDING INTEREST RATE
AT END AT END DURING THE DURING THE DURING THE
OF YEAR OF YEAR(g) YEAR(a) YEAR(b) YEAR(c)(g)
------- ------------- ----------- ----------- -------------
(DOLLARS IN MILLIONS)
December 31, 1993:
Notes payable -- banks(d)................. $120.9 9.9% $ 225.7 $ 105.3 9.7%
Commercial paper(e)....................... 507.5 3.3% 507.5 184.4 3.2%
Notes payable -- other.................... 2.6 9.9% 2.6 1.6 11.8%
------- -----------
$631.0 4.6% 631.0 $ 291.3 5.6%
------- -----------
------- -----------
December 31, 1992:
Notes payable -- banks(d)................. $ 44.0 16.9% $ 126.0 $ 73.4 27.6%
Notes payable -- other.................... 1.0 12.1% 1.0 1.0 17.5%
------- -----------
$ 45.0 16.8% 126.1 $ 74.4 27.3%
------- -----------
------- -----------
December 31, 1991:
Notes payable -- banks(d)................. $112.9 20.8% $ 191.9 $ 133.3 12.8%
Commercial paper(e)....................... -- -- 122.3 45.6 6.2%
Notes payable -- other(f)................. .8 12.8% 50.0 31.5 6.3%
------- -----------
$113.7 20.7% 267.3 $ 210.4 10.4%
------- -----------
------- -----------
- ------------
(a) At the end of any quarter.
(b) Average of month-end balances.
(c) The weighted average interest rate was calculated by relating appropriate
interest expense to monthly aggregate borrowings.
(d) Notes payable -- banks consist primarily of foreign currency short-term
loans, terms of which vary with each agreement.
(e) Commercial paper is issued in the United States with average maturities of
approximately one month and is supported by lines of credit.
(f) Other notes payable primarily include master notes which mature every six
months and are renewable at the option of Warner-Lambert.
(g) High interest rates on certain loans in South America increased the
weighted average interest rates. These rates exclude the effect of foreign
exchange gains attributable to the debt, which tend to offset the higher
interest costs in highly inflationary economies.
25
SCHEDULE X
WARNER-LAMBERT COMPANY AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
The amounts charged to costs and expenses in the consolidated statements of
income are:
YEARS ENDED DECEMBER 31,
--------------------------------
1993 1992 1991
-------- -------- --------
(DOLLARS IN MILLIONS)
Advertising and promotion costs................................................ $1,306.7 $1,278.2 $1,156.2
Depreciation and amortization.................................................. $ 170.4 $ 155.6 $ 135.5
Maintenance and repairs........................................................ $ 110.2 $ 98.1 $ 90.6
Taxes other than payroll and income taxes, and royalties were not
significant.
26
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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
Dated as of March 23, 1994 By /s/ MELVIN R. GOODES
.........................................................
Melvin R. Goodes
Chairman of the Board
and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
/s/ MELVIN R. GOODES
By ................................................
Melvin R. Goodes
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ ERNEST J. LARINI
By ................................................
Ernest J. Larini
Vice President and Chief
Financial Officer
(Principal Financial Officer)
/s/ WILLIAM F. GILROY
By ................................................
William F. Gilroy
Vice President and Controller
(Principal Accounting Officer) March 23, 1994
/s/ B. CHARLES AMES
By ................................................
B. Charles Ames, Director
/s/ DONALD C. CLARK
By ................................................
Donald C. Clark, Director
/s/ LODEWIJK J. R. DE VINK
By ................................................
Lodewijk J. R. de Vink, Director
/s/ JOHN A. GEORGES
By ................................................
John A. Georges, Director
27
/s/ WILLIAM H. GRAY III
By ................................................
William H. Gray III, Director
/s/ WILLIAM R. HOWELL
By ................................................
William R. Howell, Director
/s/ LASALLE D. LEFFALL, JR.
By ................................................
LaSalle D. Leffall, Jr., M.D. Director
/s/ PATRICIA SHONTZ LONGE
By ................................................
Patricia Shontz Longe, Ph.D. Director
/s/ LAWRENCE G. RAWL
By ................................................
Lawrence G. Rawl, Director March 23, 1994
/s/ PAUL S. RUSSELL
By ................................................
Paul S. Russell, M.D. Director
/s/ MICHAEL I. SOVERN
By ................................................
Michael I. Sovern, Director
/s/ KENNETH J. WHALEN
By ................................................
Kenneth J. Whalen, Director
/s/ JOSEPH D. WILLIAMS
By ................................................
Joseph D. Williams, Director
28
STATEMENT OF DIFFERENCES
The registered trademark shall be expressed as 'r'.
Subscript numerics in chemistry notation shall be expressed as baseline
numerics, e.g., sulfur hexaflouride would be expressed as SF6.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- -------
(3) Articles of Incorporation and by-laws
(a) Restated Certificate of Incorporation of Warner-Lambert Company filed November 10, 1972, as amended
to April 24, 1990 (Incorporated by reference to Warner-Lambert's Current Report on Form 8-K, dated
April 24, 1990).
(b) By-Laws of Warner-Lambert Company, as amended to October 25, 1988 (Incorporated by reference to
Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended September 30, 1988 (File No.
1-3608)).
(4) Instruments defining the rights of security holders, including indentures
(a) Rights Agreement, dated as of June 28, 1988, and amended as of June 27, 1989, between Warner-Lambert
Company and First Chicago Trust Company of New York, as Rights Agent (Incorporated by reference to
Warner-Lambert's Registration Statement on Form 8-A, dated June 28, 1988, as amended by Form 8,
dated July 5, 1989 (File No. 1-3608)).
(b) Warner-Lambert agrees to furnish to the Commission, upon request, a copy of each instrument with
respect to issues of long-term debt of Warner-Lambert. The principal amount of debt securities
authorized under each such instrument does not exceed 10% of the total assets of Warner-Lambert.
(10) Material contracts
(a) Warner-Lambert Company 1974 Stock Option and Alternate Stock Plan, as amended to November 26, 1991
(Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31,
1991).
(b) Warner-Lambert Company 1983 Stock Option Plan, as amended to November 26, 1991 (Incorporated by
reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).
(c) Warner-Lambert Company 1987 Stock Option Plan, as amended to November 26, 1991 (Incorporated by
reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).
(d) Warner-Lambert Company 1989 Stock Plan, as amended to November 26, 1991 (Incorporated by reference
to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).
(e) Warner-Lambert Company 1992 Stock Plan (Incorporated by reference to Warner-Lambert's Form 10-K for
the fiscal year ended December 31, 1992).
(f) Warner-Lambert Company Incentive Compensation Plan, as amended to June 26, 1990 (Incorporated by
reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended June 30, 1990).
(g) Warner-Lambert Company Supplemental Pension Income Plan, as amended to October 29, 1991
(Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31,
1991).
(h) Group Plan Participation by Non-employee Directors (Incorporated by reference to Warner-Lambert's
Form 10-K for the fiscal year ended December 31, 1991).
(i) Warner-Lambert Company Directors' Retirement Plan, as amended to June 26, 1990 (Incorporated by
reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended June 30, 1990).
(j) Warner-Lambert Excess Savings Plan, formerly Warner-Lambert Supplemental Savings Plan, as amended to
October 29, 1991 (Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal year ended
December 31, 1991).
(k) Warner-Lambert Company Executive Severance Plan, as amended to June 26, 1990 (Incorporated by
reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended June 30, 1990).
(l) Restricted Stock Plan for Directors of Warner-Lambert Company, as amended to January 28, 1992
(Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31,
1991).
(m) Employment Agreement dated September 24, 1985 between Warner-Lambert Company and Melvin R. Goodes,
Chairman of the Board and Chief Executive Officer, as amended to August 1, 1991 (Incorporated by
reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended September 30,
1991).
29
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- -------
(n) Employment Agreement effective as of August 1, 1991, between Warner-Lambert Company and Lodewijk J.
R. de Vink, President and Chief Operating Officer (Incorporated by reference to Warner-Lambert's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1991).
(o) Consulting Agreement, dated as of September 1, 1991, between Warner-Lambert Company and Joseph D.
Williams, Director (Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal year
ended December 31, 1991).
(p) Consulting Arrangement between Warner-Lambert Company and B. Charles Ames, Director (Incorporated by
reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).
(q) Consulting Arrangement between Warner-Lambert Company and Paul S. Russell, Director (Incorporated by
reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).
(r) Global Principles Agreement, dated as of December 10, 1993, between Warner-Lambert Company and Glaxo
Holdings plc.
(s) Global Principles Agreement, dated December 17, 1993, between Warner-Lambert Company and Wellcome
plc.
(12) Computation of Ratio of Earnings to Fixed Charges.
(13) Copy of the Warner-Lambert Company Annual Report for the fiscal year ended December 31, 1993. Such report,
except for those portions thereof which are expressly incorporated by reference herein, is furnished
solely for the information of the Commission and is not to be deemed 'filed' as part of this filing.
(21) Subsidiaries of the registrant.
(23) Consent of Independent Accountants.
30