SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 21, 1999
Date of Report (Date of earliest event reported)
ABBOTT LABORATORIES
(Exact Name of Registrant as Specified in its Charter)
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ILLINOIS 1-2189 36-0698440
(State or other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
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100 ABBOTT PARK ROAD
ABBOTT PARK, ILLINOIS 60064-3500
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 937-6100
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ITEM 5. OTHER EVENTS.
On June 21, 1999, ALZA Corporation, a Delaware corporation ("ALZA"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Abbott Laboratories, an Illinois corporation ("Abbott"), and AC Merger Sub Inc.,
a Delaware corporation and a wholly-owned subsidiary of Abbott (the "Merger
Sub"). Pursuant to the terms of the Merger Agreement, and subject to the
conditions set forth therein (including approval of the transaction by the
stockholders of ALZA), the Merger Sub will be merged with and into ALZA (the
"Merger"). At the effective time of the Merger, the separate existence of the
Merger Sub will cease, ALZA will become a wholly-owned subsidiary of Abbott and
each outstanding share of ALZA common stock will be exchanged for 1.2 shares of
Abbott common stock. The Merger is intended to be a tax-free reorganization
pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended, and
is intended to be treated as a pooling of interests for financial reporting
purposes. A copy of the Merger Agreement is attached as Exhibit 2.1 to ALZA's
current report on Form 8-K dated June 25, 1999.
In addition, Abbott and ALZA entered into two Co-Promotion Agreements with
respect to certain products of ALZA, which agreements are attached as Exhibits
99.2 and 99.3 to ALZA's current report on Form 8-K dated June 25, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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Exhibit 99.1 Press Release dated June 21, 1999.
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.
ABBOTT LABORATORIES
/s/ Gary P. Coughlan
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By: Gary P. Coughlan
Senior Vice President, Finance
and Chief Financial Officer
Date: June 30, 1999
EXHIBIT INDEX
Exhibit 99.1 Press Release dated June 21, 1999.