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, 1995
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
FOR COLLEAGUES IN PUERTO RICO
_______________________________
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
FOR COLLEAGUES IN PUERTO RICO
FINANCIAL STATEMENTS
DECEMBER 31, 1995
and DECEMBER 31, 1994
<PAGE>
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
FOR COLLEAGUES IN PUERTO RICO
INDEX TO FINANCIAL STATEMENTS
Page(s)
Report of Independent Accountants 1
Statement of Net Assets Available for Plan Benefits
with Fund Information as of December 31, 1995 2
Statement of Net Assets Available for Plan Benefits
with Fund Information as of December 31, 1994 3
Statement of Changes in Net Assets Available
for Plan Benefits with Fund Information for the
year ended December 31, 1995 4
Statement of Changes in Net Assets Available 5
for Plan Benefits with Fund Information for the
year ended December 31, 1994
Notes to Financial Statements 6 - 9
Exhibit I - Master Trust Statement of Net Assets
Available for Plan Benefits with Fund
Information as of October 31, 1995 and 1994
Exhibit II - Master Trust Statement of Changes in Net
Assets Available for Plan Benefits with Fund
Information for the years ended October 31,
1995 and 1994
Exhibit III - Notes to the Master Trust Financial
Statements
Additional Information (Master Trust):
Schedule I - Schedule of Assets Held for Investment at
October 31, 1995 - Master Trust
Schedule II - Schedule of transactions involving an amount
in excess of 5% of the fair value of plan
assets
Consent of Independent Accountants<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
May 24, 1996
To the Participants and Administrator of
the Warner-Lambert Savings and Stock Plan
for Colleagues in Puerto Rico
In our opinion, the financial statements listed in the
accompanying index present fairly, in all material respects,
the net assets available for plan benefits of the Warner-
Lambert Savings and Stock Plan for Colleagues in Puerto Rico
at December 31, 1995 and 1994, and the changes in net assets
available for plan benefits for the years then ended 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 audits were performed 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 of
the Master Trust is presented for purposes of additional
analysis rather than to present the net assets available for
plan benefits and changes in net assets available for plan
benefits of each fund. Schedules I and II of the Master
Trust and the Fund Information have been subjected to the
auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.
<TABLE>
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
FOR COLLEAGUES IN PUERTO RICO
STATEMENT OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
(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 $5,486) $ 2,328 $ 2,427 $ 1,093 $2,591 $ 90 $ 61 $ 29 $ 8,619
Participant loans
receivable 21 104 42 126 2 5 0 300
------- -------- ------- ------ ------------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available for
plan benefits $ 2,349 $ 2,531 $ 1,135 $2,717 $ 92 $ 66 $ 29 $ 8,919
======= ======== ======= ====== ============= ======== ========= ========
The accompanying notes are an integral part
of the financial statements.
</TABLE>
<TABLE>
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
FOR COLLEAGUES IN PUERTO RICO
STATEMENT OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1994
(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 $5,626) $ 1,867 $ 1,840 $ 636 $2,450 $ 98 $ 31 $ 9 $ 6,931
Participant loans
receivable 20 100 44 100 0 0 0 264
------- -------- ------- ------ ------------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available for
plan benefits $ 1,887 $ 1,940 $ 680 $2,550 $ 98 $ 31 $ 9 $ 7,195
======= ======== ======= ====== ============= ======== ========= ========
The accompanying notes are an integral part
of the financial statements.
</TABLE>
<TABLE>
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
FOR COLLEAGUES IN PUERTO RICO
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
(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
------- -------- ------- ------ ------------- -------- --------- --------
Additions to net assets
attributable to:
Interest in increase in net
assets from investment
activities in the Warner-
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lambert Master Trust $ 535 $ 558 $ 265 $ 158 $ 11 $ 9 $ 3 $ 1,539
Contributions:
Participant - 413 233 674 40 37 19 1,416
Company 224 - - - - - - 224
------- -------- ------- ------ ------------- -------- --------- --------
Total contributions 224 413 233 674 40 37 19 1,640
------- -------- ------- ------ ------------- -------- --------- --------
Total additions 759 971 498 832 51 46 22 3,179
------- -------- ------- ------ ------------- -------- --------- --------
Deductions from net assets
attributable to:
Distribution to
participants (286) (342) (95) (641) (7) (8) (2) (1,381)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Administrative expenses (11) (25) (7) (29) (1) (1) 0 (74)
Interfund transfers 0 (13) 59 5 (49) (2) 0 0
------- -------- ------- ------ ------------- -------- --------- --------
Total deductions (297) (380) (43) (665) (57) (11) (2) (1,455)
------- -------- ------- ------ ------------- -------- --------- --------
Increase/(decrease) in net
assets during the year 462 591 455 167 (6) 35 20 1,724
Net assets available for
plan benefits:
Beginning of period 1,887 1,940 680 2,550 98 31 9 7,195
------- -------- ------- ------ ------------- -------- --------- --------
End of period $ 2,349 $ 2,531 $ 1,135 $2,717 $ 92 $ 66 $ 29 $ 8,919
======= ======== ======= ====== ============= ======== ========= ========
The accompanying notes are an integral part
of the financial statements.
</TABLE>
<TABLE>
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
FOR COLLEAGUES IN PUERTO RICO
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
(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
------- -------- ------- ------ ------------- -------- ------- --------
Additions to net assets
attributable to:
Interest in increase/
(decrease)in net assets
from investment activities
in the Warner-Lambert
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Master Trust $ 309 $ 313 $ 9 $ 149 $ (3) $ 0 $ 0 $ 777
Contributions:
Participant - 440 153 669 17 22 8 1,309
Company 281 - - - - - - 281
------- -------- ------- ------ ------------- -------- ------- --------
Total contributions 281 440 153 669 17 22 8 1,590
------- -------- ------- ------ ------------- -------- ------- --------
Total additions 590 753 162 818 14 22 8 2,367
------- -------- ------- ------ ------------- -------- ------- --------
Distributions from net
assets attributable to:
Distribution to
participants (482) (580) (145) (713) 0 (5) 0 (1,925)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Administrative expenses (11) (26) (6) (32) (1) 0 0 (76)
Interfund transfers (3) (198) (96) 202 84 11 0 0
------- -------- ------- ------ ------------- -------- ------- --------
Net deductions (496) (804) (247) (543) 83 6 0 (2,001)
------- -------- ------- ------ ------------- -------- ------- --------
Increase/(decrease) in net
assets during the year 94 (51) (85) 275 97 28 8 366
Net assets available for
plan benefits:
Beginning of period 1,793 1,991 765 2,275 1 3 1 6,829
------- -------- ------- ------ ------------- -------- ------- --------
End of period $ 1,887 $ 1,940 $ 680 $2,550 $ 98 $ 31 $ 9 $ 7,195
======= ======== ======= ====== ============= ======== ======= ========
The accompanying notes are an integral part of the financial statements.
</TABLE>
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
FOR COLLEAGUES IN PUERTO RICO
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 for Colleagues in Puerto Rico (the "Plan") are
prepared on the accrual basis of accounting.
Master Trust Arrangement
The assets of the Plan are maintained in the Master Trust
on a commingled basis with the assets of the Savings and
Stock 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. The Master Trust has an October 31 year end.
Valuation of Investments
Investments are presented on a current value basis, with the
exception of group annuity and investment contracts. These
contracts, fully benefit responsive, 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 trade date. In
calculating such amounts, the cost of investments sold was
determined on the basis of the moving average acquisition
cost by the Trustee.
<PAGE>
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 in Puerto Rico 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 is 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.
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
balanced 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.
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 (up
to 10%), an after-tax basis, or a combination of both
methods. The Company contributes for each participant an
amount equal to 35% and 25% of such participant's pre-tax
and after-tax contributions, respectively, 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 65% 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. Forfeitures of the
plan are netted against the Company's contributions.
Forfeitures for the plan years 1995 and 1994 were $3,849
and $4,069, respectively. 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. At age fifty-five, participants can transfer
assets out of the Company Stock Fund to other investment
funds.
Changes in the participants' allocations relating to their
contributions and the allocation of past contributions and
earnings can be requested at any time. A participant may
also 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 account
balance and the vested account balance in the Company Stock
Fund. Each loan must be for a minimum of five hundred
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 last business day of the month before 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 per calendar year may be taken and only
two loans will be permitted to be outstanding for a
participant at any time.
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.
<PAGE>
NOTE 3 - PUERTO RICO AND FEDERAL INCOME TAX STATUS:
The Bureau of Income Tax of the Department of the Treasury
of the Commonwealth of Puerto Rico has ruled that the Plan
qualifies under section 165(a) of the Income Tax Act of 1954
("The Act") and is, therefore, not subject to tax under
present income tax law. The Plan, being exempt under
Section 165(a) of the Act is subject to the provision of
Section 404, which requires the trust to file an annual
return stating income, receipts, disbursements, and other
pertinent information. Further, the Plan has received
a determination letter advising that the original plan and
subsequent amendments through October 1, 1993 are
qualified under Section 165(a) of the Puerto Rico Income Tax
Act of 1954, as amended, and will be treated for purposes of
Section 501(a) of the Internal Revenue Code as an
organization described in Section 401(a) of the Internal
Revenue Code by reason of Section 1022(i)(1) of the Employee
Retirement Income Security Act of 1974 ("ERISA"), 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 Plan is administered by Warner-Lambert Company (the
"Company"). An Investment Committee approved by the Warner-
Lambert Company Board of Directors oversees plan
investments, plan trustees and investment managers.
NOTE 5 - MASTER TRUST FINANCIAL INFORMATION:
At December 31, 1995, the Plan has a 1.4% interest in the
Master Trust. The financial statements for the Master Trust
are prepared on the modified cash basis. The financial
statements for the year ended October 31, 1995 follow.
The Plan's financial statements have been adjusted for
November and December activity. All adjustments necessary
to reflect the Plan's financial statements on an accrual
basis have been recorded.
<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 FOR COLLEAGUES
IN PUERTO RICO
Date: June 27, 1996 By: /s/ Ernest J. Larini
Ernest J. Larini
Chairman
Warner-Lambert
Investment Committee<PAGE>
<TABLE>
EXHIBIT I
1 of 2
WARNER-LAMBERT COMPANY
MASTER TRUST
SAVINGS AND STOCK PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF OCTOBER 31, 1995
(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 Common Stock,
3,397,281 shares
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(cost $148,446,531) $202,849 $ 86,363 $ - $ - $ - $ - $ - $289,212
Beneficial interest in group
annuity contracts (cost
equals market) - - - 64,614 - - - 64,614
Beneficial interest in
investment contracts (cost
equals market) - - - 89,056 - - - 89,056
Equity Funds (cost
$128,821,120) - - 82,082 - 23,490 19,666 26,270 151,508
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Short-term investments (cost
equals market) - - - 4,084 - - - 4,084
------- ------- --------- --------- ------------- -------- --------- --------
Total Investments 202,849 86,363 82,082 157,754 23,490 19,666 26,270 598,474
Assets available for plan
benefits 202,849 86,363 82,082 157,754 23,490 19,666 26,270 598,474
Liabilities:
Accrued Administrative
Expenses - (4) (4) (7) (1) (1) (1) (18)
-------- -------- --------- --------- ------------- -------- --------- --------
Net assets available for
plan benefits $202,849 $ 86,359 $82,078 $ 157,747 $ 23,489 $ 19,665 $ 26,269 $598,456
======== ======== ========= ========= ============= ======== ========= ========
The accompanying notes are an integral part
of the financial statements.
</TABLE>
<TABLE>
EXHIBIT I
2 of 2
WARNER-LAMBERT COMPANY
MASTER TRUST
SAVINGS AND STOCK PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF OCTOBER 31, 1994
(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 Common Stock,
3,389,439 shares
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(cost $132,615) $ 186,218 $ 72,233 $ - $ - $ - $ - $ - $ 258,451
Beneficial interest in
group annuity contracts
(cost equals market) - - - 60,821 - - - 60,821
Beneficial interest in
investment contracts
(cost equals market) - - - 83,983 - - - 83,983
Equity Funds (cost
$111,083) - - 62,754 - 21,235 14,314 17,138 115,441
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Short-term investments
(cost equals market) - - - 10,377 - - - 10,377
--------- -------- -------- -------- ------------- -------- --------- ---------
Total Investments 186,218 72,233 62,754 155,181 21,235 14,314 17,138 529,073
Assets available for plan
benefits 186,218 72,233 62,754 155,181 21,235 14,314 17,138 529,073
Liabilities:
Accrued Administrative
Expenses - (6) (5) (12) (2) (1) (1) (27)
--------- -------- -------- -------- ------------- -------- --------- ---------
Net assets available for
plan benefits $ 186,218 $ 72,227 $ 62,749 $155,169 $ 21,233 $ 14,313 $ 17,137 $ 529,046
========= ======== ======== ======== ============= ======== ========= =========
The accompanying notes are an integral part
of the financial statements.<PAGE>
</TABLE>
<TABLE>
EXHIBIT II
1 of 2
WARNER-LAMBERT COMPANY
MASTER TRUST
SAVINGS AND STOCK PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED OCTOBER 31, 1995
(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
-------- -------- -------- -------- ------------- -------- --------- --------
Additions to net assets
attributable to:
Income from investments:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income $ 31 $ 248 $ 120 $ 227 $ 66 $ 42 $ 52 $ 786
Dividend income 6,196 2,460 - 9,739 1,273 1,009 1,259 21,936
Net realized gain on
securities sold 11,589 3,331 1,303 0 (162) 74 126 16,261
Changes in unrealized
appreciation/(depreciation) 9,847 5,070 15,355 0 (949) 1,638 2,350 33,311
-------- -------- -------- -------- ------------- -------- --------- --------
Total income from investments 27,663 11,109 16,778 9,966 228 2,763 3,787 72,294
Contributions:
Participant 202 11,894 7,355 11,797 4,220 2,939 3,799 42,206
Company 7,751 - - - - - - 7,751
-------- -------- -------- -------- ------------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total contributions 7,953 11,894 7,355 11,797 4,220 2,939 3,799 49,957
-------- -------- -------- -------- ------------- -------- --------- --------
Total additions 35,616 23,003 24,133 21,763 4,448 5,702 7,586 122,251
-------- -------- -------- -------- ------------- -------- --------- --------
Distributions to participants (13,645) (8,184) (6,174) (19,565) (1,448) (1,685) (1,392) (52,093)
Deductions from net assets
attributable to:
Administrative expenses (22) (226) (119) (284) (35) (29) (33) (748)
Interfund transfers (5,318) (461) 1,489 664 (709) 1,364 2,971 0
-------- -------- -------- -------- ------------- -------- --------- --------
Total deductions (18,985) (8,871) (4,804) (19,185) (2,192) (350) 1,546 (52,841)
-------- -------- -------- -------- ------------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Increase in net assets
during the year 16,631 14,132 19,329 2,578 2,256 5,352 9,132 69,410
Net assets available for
plan benefits:
Beginning of period 186,218 72,227 62,749 155,169 21,233 14,313 17,137 529,046
-------- -------- -------- -------- ------------- ------- ------ -------
End of period $202,849 $ 86,359 $ 82,078 $ 157,747 $ 23,489 $19,665 $26,269 $598,456
======== ======== ======== ========= ============= ======= ======= ========
The accompanying notes are an integral part of the financial statements.<PAGE>
EXHIBIT II
2 of 2
</TABLE>
<TABLE>
WARNER-LAMBERT COMPANY
MASTER TRUST
SAVINGS AND STOCK PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED OCTOBER 31, 1994
(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
-------- -------- -------- -------- ------------- -------- --------- --------
Additions to net assets
attributable to:
Income from investments:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income $ 13 $ 215 $ 79 $ 152 $ 40 $ 25 $ 29 $ 553
Dividend income 6,121 2,449 0 9,160 198 408 223 18,559
Net realized gain on
securities sold 16,598 5,214 286 0 77 (40) 2 22,137
Changes in unrealized
appreciation/(depreciation) (341) 888 1,997 0 1,221 (195) 325 3,895
-------- -------- -------- -------- ------------- -------- --------- --------
Total income from investments 22,391 8,766 2,362 9,312 1,536 198 579 45,144
Contributions:
Participant 74 16,470 7,837 13,075 3,212 2,181 2,702 45,551
Company 8,718 - - - - - - 8,718
-------- -------- -------- -------- ------------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total contributions 8,792 16,470 7,837 13,075 3,212 2,181 2,702 54,269
-------- -------- -------- -------- ------------- -------- --------- --------
Total additions 31,183 25,236 10,199 22,387 4,748 2,379 3,281 99,413
-------- -------- -------- -------- ------------- -------- --------- --------
Deductions from assets
attributable to:
Distributions to participants (12,672) (8,429) (5,991) (18,254) (883) (777) (639) (47,645)
Administrative expenses (21) (271) (125) (321) (27) (19) (22) (806)
Interfund transfers (15,539) (19,407) (12,187) 2,491 17,395 12,730 14,517 0
-------- -------- -------- -------- ------------- -------- --------- --------
Total deductions (28,232) (28,107) (18,303) (16,084) 16,485 11,934 13,856 (48,451)
-------- -------- -------- -------- ------------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Increase/(decrease) in net
assets during the year 2,951 (2,871) (8,104) 6,303 21,233 14,313 17,137 50,962
Net assets available for
plan benefits:
Beginning of period 183,267 75,098 70,853 148,866 0 0 0 478,084
-------- -------- -------- -------- ------------- -------- --------- --------
End of period $186,218 $ 72,227 $ 62,749 $155,169 $ 21,233 $ 14,313 $ 17,137 $529,046
======== ======== ======== ======== ============= ======== ========= ========
The accompanying notes are an integral part of the financial statements.<PAGE>
Exhibit III
</TABLE>
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.
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.
During 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
fully benefit-responsive group annuity and investment
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. The average annual
yield and the average annual crediting interest rate of
these investments for the years ended 12/31/95 and 12/31/94
is 6.69% and 6.51%, respectively. 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 trade 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.
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.
<TABLE>
Schedule I
Warner-Lambert Company
Master Trust
Schedule of Assets Held for Investment
October 31, 1995
(Dollars in thousands)
Units or Fair Value Fair Value
Face Value Description Amount Cost Percent
<S> <C> <C> <C> <C>
3,397,281 Warner-Lambert Company $ 289,212 $ 148,447 48.3%
10,837,737 T. Rowe Price Equity Funds 151,508 128,821 25.3
Beneficial Interest in Group Annuity Contracts:
Canada Life Assurance Co. annuity
contract P-45881 (7.24% minimum annual
effective rate) guaranteed through
<S> <C> <C> <C>
6/21/00 $ 4,140 $ 4,140 0.7%
Life Insurance Company of Georgia
annuity contract GA-351-GIC (7.23%
minimum annual effective rate)
guaranteed through 5/10/00 6,211 6,211 1.0
Life Insurance Company of Georgia
annuity contract GA-356-GIC (6.23%
minimum annual effective rate)
guaranteed through 6/12/00 2,355 2,355 0.4
<S> <C> <C> <C>
Life Insurance Company of Virginia
annuity contract GS-2755 (5.6% minimum
annual effective rate) guaranteed
through 12/17/98 4,405 4,405 0.7
Life Insurance Company of Virginia
annuity contract GS-2868 (6.84% minimum
annual effective rate) guaranteed
through 9/18/00 4,123 4,123 0.7
Lincoln National Pension Co. annuity
contract GA-9672 (7.35% minimum annual
effective rate) guaranteed through
5/27/99 2,736 2,736 0.4
<S> <C> <C> <C>
Metropolitan Life Insurance Co. annuity
contract GAC-12456-069, principal and
interest (8.03% minimum annual effective
rate) guaranteed through 5/1/96 16,376 16,376 2.7
New York Life Insurance Co. annuity
contract GA-06948-001 (7.3% minimum
annual effective rate) guaranteed
through 8/17/98 11,085 11,085 1.9
New York Life Insurance Co. annuity
contract GA-06948-002 (7.41% minimum
annual effective rate) guaranteed
through 9/17/99 2,737 2,737 0.5
<S> <C> <C> <C>
Peoples Security annuity contract
BDA00461FR (7.73% minimum annual effective
rate) guaranteed through 5/17/99 2,163 2,163 0.4
</TABLE>
<TABLE>
Schedule I
Warner-Lambert Company
Master Trust
Schedule of Assets Held for Investment
October 31, 1995
(Dollars in thousands)
Fair Value Fair Value
Amount Cost Percent
Beneficial Interest in Group Annuity Contracts:
<S> <C> <C> <C>
Security Life of Denver Insurance Co.
annuity contract FA-0272, principal and
interest (5.7% minimum annual effective
rate) guaranteed through 6/16/00 4,183 4,183 0.7%
Sun Life Insurance Company of America
annuity contract 4376 (6.8% minimum
annual effective rate) guaranteed
through 6/17/97 4,100 4,100 0.7
---------- ----------
TOTAL $ 64,614 $ 64,614
Beneficial Interest in Investment Contracts:
<S> <C> <C> <C>
Bankers Trust Co. investment contract
93-644, principal and interest (5.20%
annual effective rate at 10/31/95)
maturing on 3/31/98 $ 27,570 $ 27,570 4.6%
Peoples Security investment contract
BDA00054TR (6.26% annual effective
rate at 10/31/95) 33,866 33,866 5.7
Provident Life and Accident Insurance
Co. investment contract 630-05699
(7.33% annual effective rate at
10/31/95) maturing on 3/31/00 27,620 27,620 4.6
---------- ----------
<S> <C> <C> <C>
TOTAL $ 89,056 $ 89,056
OTHER $ 4,084 $ 4,084 0.7%
---------- ----------
TOTAL INVESTMENT $ 598,474 $ 435,022
========== ==========<PAGE>
Schedule II
</TABLE>
<TABLE>
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
SCHEDULE OF TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS OF 5%
OF THE FAIR VALUE OF PLAN ASSETS FOR THE
TWELVE MONTHS ENDED OCTOBER 31, 1995
(Dollars in thousands)
Current
Value on
Party Description Number of Purchase Selling Cost Transaction Net Gain
Involved of Asset Transactions Price Price of Asset Date (loss)
<S> <C> <C> <C> <C> <C> <C> <C>
T.Rowe Warner-Lambert 825 27,949,200
Price Common Stock 825 26,819,912 13,491,556 26,819,912 13,328,356
<S> <C> <C> <C> <C> <C> <C> <C>
T. Rowe Fixed Income Fund 444 21,547,112
Price 444 18,660,596 18,660,596 18,660,596 0
</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 May 24, 1996
appearing in the Annual Report of Warner-Lambert Company
Savings and Stock Plan for Colleagues in Puerto Rico, which
is incorporated in this annual report on Form 11-K.
PRICE WATERHOUSE LLP
4 Headquarters Plaza North
Morristown, New Jersey 07962
June 27, 1996
