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 18, 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. A copy of the visual portion of the presentation provided with respect to the joint American Home Products Corporation ("AHP") and Warner-Lambert Company ("Warner-Lambert") meeting with analysts (the "Joint Analyst Presentation") is filed as Exhibit 99.1 hereto, and is incorporated herein by reference. Statements made in the Joint Analyst Presentation that state the intentions, beliefs, expectations or predictions of AHP, Warner-Lambert, or their respective managements for the future are forward-looking statements. It is important to note that both AHP's and Warner-Lambert's actual results could differ materially from those projected in such forward-looking statements. Information concerning factors that could cause actual results to differ materially from those in forward-looking statements is contained from time to time in the filings of each of AHP and Warner-Lambert with the U.S. Securities and Exchange Commission (the "SEC"). Copies of these filings may be obtained by contacting AHP or Warner-Lambert, as applicable, or the SEC. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO (THE "JOINT PROXY STATEMENT/PROSPECTUS") WHICH WILL BE PREPARED BY WARNER-LAMBERT, WOLVERINE SUB CORP., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF AHP, AND AHP IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 3, 1999, AMONG WARNER-LAMBERT, WOLVERINE SUB CORP. AND AHP. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION TO INVESTORS. WHEN COMPLETED, THE JOINT PROXY STATEMENT/PROSPECTUS WILL BE MAILED TO THE SHAREHOLDERS OF EACH COMPANY. COPIES OF THE JOINT PROXY STATEMENT/PROSPECTUS MAY BE OBTAINED FOR FREE BY CONTACTING WARNER-LAMBERT OR AHP AND AT THE SEC'S WEB SITE AT WWW.SEC.GOV. Item 7. Financial Statements and Exhibits (c) Exhibits (99.1) Joint Analyst Presentation 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 22, 1999 EXHIBIT INDEX (99.1) Joint Analyst Presentation