SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
_____ THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
or
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
___________________
_______________________________
COMMISSION FILE NUMBER 1-3608
_______________________________
WARNER-LAMBERT SAVINGS AND STOCK PLAN
WARNER-LAMBERT COMPANY
(Name of issuer of securities held pursuant to the plan)
201 Tabor Road
Morris Plains, New Jersey 07950
(Address of issuer's principal executive offices)<PAGE>
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND
DECEMBER 31, 1992
<PAGE>
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
INDEX TO FINANCIAL STATEMENTS
Page(s)
Report of Independent Accountants 1
Statement of Net Assets Available for
Plan Benefits as of December 31, 1993 2
Statement of Net Assets Available for
Plan Benefits as of December 31, 1992 3
Statement of Changes in Net Assets Available
for Plan Benefits for the year ended
December 31, 1993 4
Statement of Changes in Net Assets Available
for Plan Benefits for the two month period ended
December 31, 1992 5
Statement of Changes in Net Assets Available
for Plan Benefits for the year ended
October 31, 1992 6
Notes to Financial Statements 7 - 10
Exhibit I - Master Trust Statement of Net
Assets Available for Plan Benefits
as of October 31, 1993 and 1992
Exhibit II - Master Trust Statement of Changes
in Net Assets Available for Plan
Benefits for the year
ended October 31, 1993 and two
months ended October 31, 1992
Exhibit III - Notes to the Master Trust Financial
Statements
Schedule I - Schedule of Assets Held for
Investment at October 31, 1993
Schedule II - Schedule of party-in-interest
transactions and transactions
involving an amount in excess of 5%
of the fair value of plan assets
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
June 20, 1994
To the Participants and Administrator of
the Warner-Lambert Savings and Stock Plan
In our opinion, the financial statements listed in the
accompanying index present fairly, in all material respects,
the net assets of the Warner-Lambert Savings and Stock Plan
at December 31, 1993 and 1992, and the changes in net assets
for the year ended December 31, 1993, two month period ended
December 31, 1992 and the year ended October 31, 1992, in
conformity with generally accepted accounting principles.
These financial statements are the responsibility of the
Plan's administrator; our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits of these statements in accordance
with generally accepted auditing standards which require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles
used and significant estimates made by the administrator, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The
additional information included in Schedules I and II is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is
additional information required by ERISA. Such information
has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PRICE WATERHOUSE
<PAGE>
<TABLE>
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
STATEMENT OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1993
(Dollars in thousands)
W-L W-L
Company Employee Fixed Small-Cap
Stock Stock S&P 500 Income International Balanced Value Combined
Fund Fund Fund Fund Fund Fund Fund Funds
------- -------- ------- ------ ------------- -------- ------- --------
Assets:
Investments in Warner-
Lambert Master Trust,
at market value
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(cost $360,101) $172,429 $ 68,801 $ 63,176 $143,313 $ 9,413 $ 7,471 $ 8,611 $473,214
Contribution receivable
Participant - - - - - - - -
Company - - - - - - - -
Participant loans
receivable 73 2,125 1,659 4,279 10 35 - 8,181
-------- -------- -------- -------- -------- -------- ------- --------
Net assets available
<S> <C> <C> <C> <C> <C> <C> <C> <C>
for plan benefits $172,502 $ 70,926 $ 64,835 $147,592 $ 9,423 $ 7,506 $ 8,611 $481,395
======== ======== ======== ======== ======== ======== ======= ========
</TABLE>
The accompanying notes are an integral part
of the financial statements.
<PAGE>
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
STATEMENT OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1992
(Dollars in thousands)
W-L W-L
Company Employee Fixed
Stock Stock Equity Income Combined
Fund Fund Fund Fund Funds
------- -------- -------- -------- --------
Assets:
Investments in Warner-
Lambert Master Trust,
at market value
(cost $311,240) $177,381 $ 74,011 $ 56,612 $149,001 $457,005
Contributions receivable
Participant - 1,687 494 1,114 3,295
Company 4,683 167 - - 4,850
Participant loans
receivable - 1,867 966 3,231 6,064
-------- -------- -------- -------- --------
Net assets available
for plan benefits $182,064 $ 77,732 $ 58,072 $153,346 $471,214
======== ======== ======== ======== ========
The accompanying notes are an integral part
of the financial statements.
<PAGE>
<TABLE>
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1993
(Dollars in thousands)
W-L W-L
Company Employee Fixed Small-Cap
Stock Stock S&P 500 Income International Balanced Value Combined
Fund Fund Fund Fund Fund Fund Fund Funds
------- -------- ------- ------ ------------- -------- ------- --------
Allocated portion of
net assets from
investment activities
in the Warner-Lambert
Master Trust, including
$291 of interest income
<S> <C> <C> <C> <C> <C> <C> <C> <C>
on participant loans 3,744 (409) 6,190 11,241 552 132 274 21,724
Contributions
Participant - 12,582 6,220 10,286 136 108 123 29,455
Company 13,695 - - - - - - 13,695
------- -------- ------- ------- ---------- ------- ------- --------
Total contributions 13,695 12,582 6,220 10,286 136 108 123 43,150
Distributions to
participants 21,483 6,931 5,040 20,294 5 5 8 53,766
Administrative expenses 248 208 174 290 3 2 2 927
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interfund transfers 5,270 11,840 433 6,697 (8,743) (7,273) (8,224) 0
------- -------- ------- ------- ---------- --------- ------- --------
Increase/(decrease) in
net assets during the
year (9,562) (6,806) 6,763 (5,754) 9,423 7,506 8,611 10,181
Net assets available for
plan benefits
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of period 182,064 77,732 58,072 153,346 0 0 0 471,214
-------- -------- ------- ------- ---------- --------- ------- --------
End of period $172,502 $ 70,926 $64,835 $147,592 $ 9,423 $ 7,506 $ 8,611 $481,395
======== ======== ======= ======== ========== ========= ======= ========
The accompanying notes are an integral part
of the financial statements.
</TABLE>
<PAGE>
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE TWO MONTH PERIOD ENDED DECEMBER 31, 1992
(Dollars in thousands)
W-L W-L
Company Employee Fixed
Stock Stock Equity Income Combined
Fund Fund Fund Fund Funds
------- -------- -------- -------- --------
Allocated portion of
net assets from
investment activities
in the Warner-Lambert
Master Trust, including
$77 of interest income
on participant loans $ 1,874 $ 902 $ 2,550 $ 1,848 $ 7,174
Contributions
Participant - 2,940 911 1,734 5,585
Company 5,098 367 - - 5,465
-------- ------- ------- ------- --------
Total contributions 5,098 3,307 911 1,734 11,050
Distributions to
participants 2,697 756 964 2,646 7,063
Administrative expenses 54 25 26 38 143
Interfund transfers - 8,633 784 (9,417) -
-------- ------- ------- ------- --------
Increase/(decrease) in
net assets during the
period 4,221 (5,205) 1,687 10,315 11,018
Net assets available for
plan benefits
Beginning of period 177,843 82,937 56,385 143,031 460,196
-------- ------- ------- ------- --------
End of period $182,064 $77,732 $58,072 $153,346 $471,214
======== ======= ======= ======= ========
The accompanying notes are an integral part
of the financial statements.
<PAGE>
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED OCTOBER 31, 1992
(Dollars in thousands)
W-L W-L
Company Employee Fixed
Stock Stock Equity Income Combined
Fund Fund Fund Fund Funds
------- -------- -------- -------- --------
Income from investments:
Dividends $ 4,026 $ 1,639 $ 1,198 $ - $ 6,863
Interest 36 298 92 9,942 10,368
Net realized gain on
securities sold 6,744 2,414 283 - 9,441
Changes in (depreciation)/
appreciation (25,108) (9,358) 1,810 1,218 (31,438)
Allocated portion of
net assets from invest-
ment activities in the
Warner-Lambert Master Trust,
including $441 of interest
income on participant
loans 9,319 4,143 743 1,546 15,751
------- -------- -------- -------- --------
(Decrease)/increase in net
assets from investment
activities (4,983) (864) 4,126 12,706 10,985
Contributions
Participant - 19,335 4,780 10,546 34,661
Company (includes $1,500
treasury stock transfer) 7,064 2,121 - - 9,185
------- -------- -------- -------- --------
Total contributions 7,064 21,456 4,780 10,546 43,846
Distributions to
participants 17,086 6,332 3,544 15,493 42,455
Administrative expenses 308 131 130 214 783
Interfund transfers - 11,475 (17,213) 5,738 -
Transfer to Warner-Lambert
Savings and Stock Plan for
Colleagues in Puerto Rico 1,380 2,487 657 1,738 6,262
------- -------- -------- -------- --------
(Decrease)/increase in net
assets during the year (16,693) 167 21,788 69 5,331
Net assets available for
plan benefits
Beginning of year 194,536 82,770 34,597 142,962 454,865
-------- -------- -------- -------- --------
End of year $177,843 $ 82,937 $ 56,385 $143,031 $460,196
======== ======== ======== ======== ========
The accompanying notes are an integral part
of the financial statements.
<PAGE>
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The financial statements of the Warner-Lambert Savings and Stock
Plan (the "Plan") are prepared on the accrual basis of
accounting. The Plan year end was changed to a calendar year
effective on and after January 1, 1993. Consequently, the period
November 1 to December 31, 1992 constitutes a short plan year.
Master Trust Arrangement
Effective September 1, 1992, assets of the Warner-Lambert Company
Savings and Stock Plan were transferred into the Warner-Lambert
Company Master Trust (the "Master Trust"). Also effective at this
time, assets in the Warner-Lambert Savings and Stock Plan
relating to investments held for employees in Puerto Rico were
transferred into a newly created plan, the Warner-Lambert Savings
and Stock Plan for Colleagues in Puerto Rico (the "Puerto Rico
Plan"). The assets of both plans are maintained in the Master
Trust which has an October 31 year end.
The assets of the Plan are maintained in the Master Trust on a
commingled basis with the assets of the Puerto Rico Plan. These
assets have been commingled for investment purposes. Employer
contributions and benefit payments are identified with each
participating plan whereas earnings and expenses were allocated
proportionately to the plans by the trustee on a basis equivalent
to the proportionate units of participation. Effective September
1, 1993, T. Rowe Price Associates, Inc. replaced State Street
Bank and Trust Company of Boston as trustee, recordkeeper and
investment manager. Effective with the change in trustee,
earnings and expenses are now recorded directly to the
participant accounts rather than on an allocation basis.
Valuation of Investments
Investments are presented on a current value basis, with the
exception of group annuity contracts. These contracts are valued
at contract value representing contributions made under the
contracts, plus interest at the contract rate, less funds
withdrawn. Investments in securities traded on a national
exchange are valued based upon the last published quotations for
the last business day of the year.
Investment Income
Dividend and interest income is recorded by the trustee as
earned. Realized gains and losses from the sale of securities
are accounted for as of the settlement date. In calculating such
amounts, the cost of investments sold was determined on the basis
of the moving average acquisition cost by the trustee.
Expenses
All expenses incurred in the administration of the Plan,
including audit fees, recordkeeping expenses and all other costs
incurred in the administration of the Plan and Master Trust are
borne by the Plan. In addition, administrative expenses of the
trustee, brokerage commissions, transfer taxes and all other
charges incurred in connection with the purchase and sale of
securities are also absorbed by the Plan.
NOTE 2 - DESCRIPTION OF THE PLAN:
The Plan is a defined contribution profit-sharing-savings plan
covering employees of the Company and its domestic affiliates and
subsidiary companies who meet certain eligibility and
participation requirements. The following brief description of
the Plan is provided for general information purposes only.
Participants should refer to the Plan agreement for more complete
information. The Plan was comprised of seven investment funds as
follows:
WARNER-LAMBERT COMPANY STOCK FUND - Employer contributions are
invested in Warner-Lambert Common Stock.
WARNER-LAMBERT EMPLOYEE STOCK FUND - Employee contributions are
invested in Warner-Lambert Common Stock at a 10% discount. The
remaining 10% is contributed by the Company into the Warner-
Lambert Company Stock fund.
S&P 500 FUND - Employee contributions may be invested in
substantially all stocks comprising the Standard & Poor's 500
Stock Index.
FIXED INCOME FUND - Employee contributions may be invested in
investments such as contracts with insurance companies, bonds,
preferred stocks, or certificates of deposit.
INTERNATIONAL STOCK FUND - Employee contributions are invested in
the common stocks of large, established non-U.S. companies
outside of the United States.
BALANCED FUND - Employee contributions are invested in a
diversified mix of approximately 60% stocks and 40% bonds.
SMALL-CAP VALUE FUND - Employee contributions are invested in
primarily common stocks of small companies which are believed to
be undervalued at the time of purchase and to have potential for
capital appreciation.
The International Stock Fund, Balanced Fund and Small-Cap Value
Fund are new investment options effective November 1, 1993. In
addition to the new investment options, several enhancements were
made to the Plan, which are discussed below.
Participants may elect to contribute into the Plan from a minimum
of 1% up to a maximum of 15% of their basic earnings (as defined
by the Plan) each year. Participants have the option of
contributing on a before-tax basis, an after-tax basis, or a
combination of both methods. The Company contributes for each
participant an amount equal to 25% of such participant's
contributions, limited to those participant contributions less
than or equal to 6% of the participant's basic earnings. Based
upon the vesting requirements of the Plan, additional lump-sum
matching contributions are recorded each year of 25% to 75% of
such participants' contributions, up to 6% of base earnings,
based upon growth in the Company's earnings-per-share versus the
prior year. All Company contributions are invested in the
Warner-Lambert Company Stock Fund. Participants can elect to
have their contributions invested in any of the funds noted above
with the exception of the Warner-Lambert Company Stock Fund.
Effective November 1, 1993, at age fifty-five, participants can
transfer assets out of the Company Stock Fund to other investment
funds, based upon a schedule.
Changes in the participants' allocations relating to their
contributions and the allocation of past contributions and
earnings were permitted by the Plan twice a year through October
31, 1993. Effective November 1, 1993, investment changes can be
requested daily. Contributions receivable from participants
represent amounts allocated to the Plan by participants but not
yet remitted to the Master Trust by the Company. Effective
November 1, 1993, contributions are deposited in the Plan by the
trustee on a weekly versus monthly basis.
A participant may suspend contributions or withdraw from the Plan
at any time, subject to certain restrictions and penalties.
Generally, participating employees become fully vested in Company
contributions made on their behalf to the Plan after completing
three years of Plan membership or five years of service.
Forfeitures reduce contributions otherwise due from the Company
and have not been significant.
Loans may not exceed the lesser of (1) fifty thousand dollars or
(2) 50% of the participant's before-tax balance. Each loan must
be for a minimum of one thousand dollars. Any loan will be
repaid with interest at a rate that is equal to the prime rate
effective at the close of business on the first business day of
the quarter in which the loan is taken. Such rate remains in
effect for the life of the loan. The term of the loan shall not
exceed 48 months. Only one loan may be taken per year and only
two loans will be permitted to be outstanding for a participant
at any time. Effective November 1, 1993, participants may borrow
from both the before-tax account balance and the vested account
balance in the Company Stock Fund. In addition, any loan will be
repaid with interest at a rate equal to the prime rate effective
at the close of business on the last business day of the month
before the loan is taken.
In the event of termination of the Plan, or if there is a
complete discontinuance of contributions under the Plan, all
rights of participants in accumulated investments credited to
them become fully vested. If the Plan is terminated by
resolution of the Company Board of Directors, the balance in
accumulated investments credited to each participant shall be
distributed to the participant.
NOTE 3 - FEDERAL INCOME TAX STATUS:
The Internal Revenue Service ("IRS") issued a favorable
determination letter to the Plan, dated April 1, 1986, indicating
that the Plan documentation as reviewed by the IRS satisfied the
requirements of Section 401(a) of the Internal Revenue Code. For
the Plan to maintain its tax-qualified status, both its
documentation and its operation must continue to comply with the
requirements of Internal Revenue Code Section 401(a) and the
Employee Retirement Income Security Act of 1974, as amended. The
Company has represented that the Plan is tax-qualified, and
therefore no provision for income taxes has been taken.
NOTE 4 - PLAN ADMINISTRATION:
The Retirement and Savings Plan Committee of the Warner-Lambert
Company Board of Directors (the "Committee") monitors and reports
on the selection and termination of trustees and investment
managers and on the investment activity and performance. The
Committee also implements the overall asset allocation guidelines
as established by the Board of Directors and decides on benefit
appeals. The Investment Committee, established by the Warner-
Lambert Company Board of Directors, is responsible for the daily
administration of the Plan, including oversight of plan
investments, plan trustees and investment managers.
NOTE 5 - MASTER TRUST FINANCIAL INFORMATION:
At December 31, 1993, the Plan has a 98.6% interest in the Master
Trust. The financial statements for the Master Trust for the
year ended October 31, 1993 follow.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Warner-Lambert Investment Committee has duly caused
this annual report to be signed by the undersigned thereunto duly
authorized.
WARNER-LAMBERT SAVINGS
AND STOCK PLAN
Date: June 27, 1994 By: /s/ Ernest J. Larini
Ernest J. Larini
Chairman
Warner-Lambert Investment
Committee<PAGE>
EXHIBIT INDEX
Page
Exhibit I - Master Trust Statements of Net Assets
Available for Plan Benefits as of
October 31, 1993 and 1992.....................
Exhibit II - Master Trust Statements of Changes in
Net Assets Available for Plan Benefits
for the year ended October 31, 1993 and two months
ended October 31, 1992........................
Exhibit III - Notes to the Master Trust Financial
Statements....................................
Schedule I Schedule of Assets Held for Investment at
October 31, 1993.............................
Schedule II Schedule of party-in-interest transactions
and transactions involving an amount in
excess of 5% of the fair value of plan
assets........................................
Consent of Independent Accountants............
<PAGE>
EXHIBIT I
1 of 2
WARNER-LAMBERT COMPANY
MASTER TRUST
STATEMENT OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
AS OF OCTOBER 31, 1993
(Dollars in thousands)
W-L W-L
Company Employee Fixed
Stock Stock S&P 500 Income Combined
Fund Fund Fund Fund Funds
------- -------- ------- ------ --------
Assets:
Investments, at market value:
Warner-Lambert Common
Stock, 3,717,542 shares
(cost $133,087) $183,267 $ 75,102 $ - $ - $ 258,369
Beneficial interest
in group annuity
contracts (cost
equals market) - - - 106,256 106,256
Equity securities
(cost $69,957) - - 70,873 - 70,873
Short-term investments
(cost equals market) - - - 42,652 42,652
-------- -------- -------- -------- --------
Total Investments 183,267 75,102 70,873 148,908 478,150
Interest receivable - 23 6 12 41
-------- -------- -------- -------- -------
Assets available
for plan benefits $183,267 $ 75,125 $ 70,879 $148,920 $478,191
Liabilities:
Accrued administrative
expenses - 27 26 54 107
-------- -------- -------- -------- --------
Net assets available
for plan benefits $183,267 $ 75,098 $ 70,853 $148,866 $478,084
======== ======== ======== ======== ========
The accompanying notes are an integral part
of the financial statements.
<PAGE>
Exhibit I
2 of 2
WARNER-LAMBERT COMPANY
MASTER TRUST
STATEMENT OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
AS OF OCTOBER 31, 1992
(Dollars in thousands)
W-L W-L
Company Employee Fixed
Stock Stock Equity Income Combined
Fund Fund Fund Fund Funds
------- -------- -------- -------- --------
Assets:
Investments, at market value:
Warner-Lambert Common
Stock, 3,766,876 shares
(cost $125,302) $178,425 $ 81,018 $ - $ - $259,443
Beneficial interest in
group annuity contracts
(cost equals market) - - - 111,958 111,958
Equity securities
(cost $42,227) - - 54,919 - 54,919
Short-term investments
(cost equals market) 405 594 509 729 2,237
U.S. Treasury obligations
(cost $26,930) - - - 27,851 27,851
-------- -------- -------- -------- --------
Total investments 178,830 81,612 55,428 140,538 456,408
Dividends and interest
receivable 1 2 140 252 395
-------- -------- -------- -------- --------
Total assets 178,831 81,614 55,568 140,790 456,803
Liabilities:
Administrative
expense payable 55 27 38 38 158
-------- -------- -------- -------- --------
Net assets available for
plan benefits $178,776 $ 81,587 $ 55,530 $140,752 $456,645
======== ======== ======== ======== ========
The accompanying notes are an integral part
of the financial statements.
<PAGE>
EXHIBIT II
1 of 2
WARNER-LAMBERT COMPANY
MASTER TRUST
STATEMENT CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED OCTOBER 31, 1993
(Dollars in thousands)
W-L W-L
Company Colleague Fixed
Stock Stock S&P 500 Income Combined
Fund Fund Fund Fund Funds
-------- ------- ------- -------- --------
Income from investments:
Interest income $ 25 $ 46 $ 22 $ 8,605 $ 8,698
Dividend income 5,709 2,543 1,509 1,954 11,715
Net realized gain on
securities sold 8,415 2,927 18,870 2,018 32,230
Changes in unrealized
depreciation (4,498) (3,696) (11,776) (930) (20,900)
--------- ------ -------- -------- ---------
Increase in net assets from
investment activities 9,651 1,820 8,625 11,647 31,743
Contributions:
Participant - 15,665 6,679 11,921 34,265
Company 17,843 - - - 17,843
--------- ------ -------- -------- --------
Total contributions 17,843 15,665 6,679 11,921 52,108
Distributions to
participants 22,688 9,156 6,499 23,089 61,432
Administrative expenses 315 181 184 300 980
Interfund transfers 0 14,637 (6,702) (7,935) 0
--------- ------ -------- -------- --------
Increase in net assets
during the year 4,491 (6,489) 15,323 8,114 21,439
Net assets available for
plan benefits:
Beginning of period 178,776 81,587 55,530 140,752 456,645
-------- ------- -------- -------- --------
End of period $183,267 $75,098 $ 70,853 $148,866 $478,084
======== ======= ======== ======== ========
The accompanying notes are an integral part
of the financial statements.
<PAGE>
Exhibit II
2 of 2
WARNER-LAMBERT COMPANY
MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE TWO MONTH PERIOD ENDED OCTOBER 31, 1992
(Dollars in thousands)
W-L W-L
Company Employee Fixed
Stock Stock Equity Income Combined
Fund Fund Fund Fund Funds
-------- -------- -------- -------- --------
Income from investments:
Dividends $ 2 $ 3 $ 216 $ - $ 221
Interest 1 3 2 1,864 1,870
Net realized gain
on securities sold 208 25 2 - 235
Changes in unrealized
appreciation/(depreciation) 9,182 4,243 531 (298) 13,658
------- ------- -------- -------- --------
Increases in net assets
from investment activities 9,393 4,274 751 1,566 15,984
Contributions:
Participant - 3,435 1,159 1,757 6,351
Company 943 352 - - 1,295
------- -------- -------- -------- --------
Total contributions 943 3,787 1,159 1,757 7,646
Distributions to
participants 2,410 1,455 637 2,736 7,238
Administrative expenses 59 29 28 44 160
Transfer in:
Savings and Stock Plan 169,529 72,523 53,628 138,471 434,151
Puerto Rico Plan 1,380 2,487 657 1,738 6,262
------- -------- -------- -------- --------
Increase in net assets
during the year 178,776 81,587 55,530 140,752 456,645
Net assets available for
plan benefits:
Beginning of period - - - - -
-------- -------- -------- -------- --------
End of period $178,776 $ 81,587 $ 55,530 $140,752 $456,645
======== ======== ======== ======== ========
The accompanying notes are an integral part
of the financial statements.
<PAGE>
Exhibit III
WARNER-LAMBERT COMPANY
MASTER TRUST
NOTES TO THE FINANCIAL STATEMENTS
(Dollars in thousands)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Financial Statement Presentation
The financial statements of the Warner-Lambert Company Master
Trust (the "Master Trust") include the assets of the Warner-
Lambert Savings and Stock Plan and the Warner-Lambert Savings and
Stock Plan for Colleagues in Puerto Rico ("Puerto Rico Plan")
(collectively the "Plans") and are prepared on a modified cash
basis of accounting. The Plans are defined contribution profit-
sharing-savings plans, subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"), as amended.
Assets of participating plans were transferred into the Master
Trust on September 1, 1992.
The assets of the Plans have been commingled for investment and
administrative purposes in the Master Trust. Accordingly, the
Plans do not own specific Master Trust assets but rather maintain
an undivided beneficial interest in such assets. Each Plan's
interest in the Trust is credited or charged for contributions,
transfers and distributions. Realized gains and losses and
changes in net unrealized appreciation or depreciation on
investments were allocated to the Plans based upon each Plan's
beneficial interest in the net assets of the Master Trust.
Effective September 1, 1993, T. Rowe Price Associates, Inc.
replaced State Street Bank and Trust Company of Boston as the
trustee. Effective with the change in trustee, realized gains
and losses and changes in net unrealized appreciation or
depreciation on investments are now recorded directly to the
participant accounts rather than on an allocation basis.
Valuation of Investments
Investments in securities traded on a national exchange are
valued based upon the last published quotations for the last
business day of the year. Other government securities and short-
term investments are valued at market value. The Group Annuity
Contracts, the principal and interest of which are guaranteed,
are valued at contract value representing contributions made
under the contracts, plus interest at the contract rate, less
funds withdrawn. Mutual shares of pooled investment funds are
valued at cost which is equal to market value.
Investment Income
Dividend and interest income are recorded by the trustee as
earned. Realized gains and losses from the sale of securities
are accounted for as of the settlement date. In calculating such
amounts, the cost of investments sold is determined on a basis of
the moving average acquisition cost.
ERISA requires the Company to report investment transactions on a
current value basis of accounting versus a historical basis of
moving average cost which is utilized for the financial
statements under generally accepted accounting principles.
Expenses
All expenses incurred in the administration of the Master Trust
and the related Plans, including audit fees, recordkeeping
expenses, administrative expenses of the Trustee, brokerage
commissions, transfer taxes and other charges incurred in
connection with the purchase and sale of securities are borne by
the Master Trust and are paid out of the fund to which such
charges relate. Such expenses are assigned to the Plan from
which the expense originated.
NOTE 2 - FEDERAL INCOME TAX STATUS:
Participating plans in the Master Trust are intended to be
qualified plans under Section 401(a) of the Internal Revenue
Code, and the Master Trust established thereunder is entitled to
exemption from federal income tax under the provisions of Section
501(a) of the Code. Accordingly, no provision for federal income
tax has been made.
<PAGE>
Schedule I
Warner-Lambert Company
Master Trust
Schedule of Assets Held for Investment
October 31, 1993
(Dollars in thousands)
Units or Fair Value
Face Value Description Amount Percent Cost
3,717,542 Warner-Lambert Company $258,369 54.0% $133,087
6,532,028 T.Rowe Price Equity Funds 70,873 14.8 69,957
Beneficial Interest in Group Annuity Contracts:
- - - -----------------------------------------------
Metropolitan Life Insurance $17,609 3.7% $ 17,609
Co. annuity contract
GAC - 11680-069, principal
and interest (9.69% minimum
annual effective rate)
guaranteed through 5/1/94
Metropolitan Life Insurance 42,096 8.8 42,096
Co. annuity contract
GAC - 12456-069, principal
and interest (8.03% minimum
annual effective rate)
guaranteed through 5/1/96
Provident National Life 8,930 1.9 8,930
Insurance Co. annuity contract
27-04341, principal and interest
(8.96% minimum annual effective
rate) guaranteed through 5/1/94
Security Life Denver Annuity 7,412 1.6 7,412
contract FA-0272 (5.70% minimum
annual effective rate) guaranteed
through 6/16/00
Peoples Security Annuity 30,209 6.3 30,209
Contract BDA00043TR (5.6%
minimum annual effective
rate) guaranteed through
1/1/94
-------- --------
TOTAL $106,256 $106,256
OTHER 42,652 8.9 % 42,652
-------- --------
TOTAL INVESTMENT $478,150 $351,952
======== ========
<PAGE>
<TABLE>
Schedule II
--------------
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS AND
TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS OF 5%
OF THE FAIR VALUE OF PLAN ASSETS FOR THE
TWELVE MONTHS ENDED OCTOBER 31, 1993
(Dollars in thousands)
Investment Sales,
Investment Purchases Redemptions or Distributions
-------------------- ------------------------------------------
Total Face Total Face
value or value or
number of Total number of
shares or purchase shares or Realized
units Price units Cost Proceeds Gain
------- --------- ---------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Fixed Income Fund 32 $ 23,121 8 $ 71,298 $71,663 $ 365
Warner-Lambert
Common Stock* 285,825 19,368 334,502 23,026 23,529 503
Peoples Security
<S> <C> <C> <C> <C> <C> <C>
Group Annuity BDA00043TR 1 30,000 - - - -
* Party-in-interest transaction
</TABLE>
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 ( Registration
No. 33-12209) of Warner-Lambert Company of our report dated June 20, 1994
appearing in the Annual Report of Warner-Lambert Company Savings and Stock
Plan, which is incorporated in this annual report on form 11-K.
PRICE WATERHOUSE
4 Headquarters Plaza North
Morristown, New Jersey 07962
June 20, 1994
