SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 3, 1999
Date of Report (Date of earliest event reported)
WARNER-LAMBERT COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-3608 22-1598912
(Commission File Number) (IRS Employer Identification No.)
201 Tabor Road, Morris Plains, New Jersey 07950-2693
(Address of principal executive offices) (Zip Code)
(973) 540-2895
(Registrant's telephone number, including area code)
Item 5. Other Events.
On November 3, 1999, Warner-Lambert Company, a Delaware corporation
("Warner-Lambert"), American Home Products Corporation, a Delaware
corporation ("AHP") and Wolverine Sub Corp. ("Merger Subsidiary"), entered
into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to
the Merger Agreement and subject to the terms and conditions set forth
therein, Merger Subsidiary will be merged with and into Warner-Lambert,
with Warner-Lambert being the surviving corporation of such merger (the
"Merger"). At the Effective Time (as defined in the Merger Agreement) of
the Merger, each issued and outstanding share of common stock, par value
$1.00 per share, of Warner-Lambert ("Warner-Lambert Common Stock") will be
converted into 1.4919 shares of common stock, par value $0.33 1/3 per
share, of AHP ("AHP Common Stock"). The combined company after the Merger
will be named AmericanWarner, Inc.
In connection with the execution of the Merger Agreement, AHP and
Warner-Lambert entered into Stock Option Agreements, each dated as of
November 3, 1999 (the "Stock Option Agreements"), pursuant to which (i) AHP
has granted to Warner-Lambert an option to purchase up to 194,551,963
shares of AHP Common Stock at a price of $56.00 per share, and (ii)
Warner-Lambert has granted AHP an option to purchase up to 127,940,538
shares of Warner-Lambert Common Stock at a price of $83.81 per share. The
Stock Option Agreements are exercisable only upon the occurrence of certain
events specified in the Stock Option Agreements.
The Merger is intended to constitute a reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and to be
accounted for as a pooling of interests. Consummation of the Merger is
subject to various conditions, including, among other things, receipt of
the necessary approvals of Warner-Lambert's and AHP's stockholders and
receipt of required regulatory approvals.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and
is incorporated herein by reference. Copies of the Stock Option Agreements
are attached hereto as Exhibit 2.2 and Exhibit 2.3 and are incorporated
herein by reference. The foregoing description is qualified in its entirety
by reference to the full text of such exhibits.
A joint press release announcing the execution of the Merger Agreement
and the Stock Option Agreements is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
(2.1) Agreement and Plan of Merger, dated as of November 3,
1999 among American Home Products Corporation, Wolverine
Sub Corp., and Warner-Lambert Company.
(2.2) Stock Option Agreement, dated as of November 3, 1999
between American Home Products Corporation, as Issuer and
Warner-Lambert Company, as Grantee.
(2.3) Stock Option Agreement, dated as of November 3, 1999
between Warner-Lambert Company, as Issuer and American Home
Products Corporation, as Grantee.
(99.1) Press Release, dated November 4, 1999 announcing the
execution of the Merger Agreement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
WARNER-LAMBERT COMPANY
By: /s/ Rae G. Paltiel
--------------------------------
Name: Rae G. Paltiel
Title:Secretary
Dated: November 8, 1999
EXHIBIT INDEX
(2.1) Agreement and Plan of Merger, dated as of November 3,
1999 among American Home Products Corporation, Wolverine
Sub Corp., and Warner-Lambert Company.
(2.2) Stock Option Agreement, dated as of November 3, 1999
between American Home Products Corporation, as Issuer and
Warner-Lambert Company, as Grantee.
(2.3) Stock Option Agreement, dated as of November 3, 1999 between
Warner-Lambert Company, as Issuer and American Home Products
Corporation, as Grantee.
(99.1) Press Release, dated November 4, 1999 announcing the
execution of the Merger Agreement.