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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
WARNER-LAMBERT COMPANY
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 201 Tabor Road
APRIL 28, 1998 Morris Plains
New Jersey 07950
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The Annual Meeting of Stockholders of Warner-Lambert Company
('Warner-Lambert') will be held at the Parsippany Hilton Hotel, One Hilton
Court, Parsippany, New Jersey on Tuesday, April 28, 1998, at 10:30 a.m., Eastern
Daylight Saving Time, for the following purposes:
1 to elect a Board of thirteen directors of Warner-Lambert to hold office for
the ensuing year;
2 to approve the appointment of independent accountants for 1998; and
3 to approve the adoption of an amendment to the Restated Certificate of
Incorporation to increase the authorized Common Stock to 1.2 billion shares to
effectuate a three-for-one stock split;
4 to consider and vote on one stockholder-proposed resolution described in the
Proxy Statement; and
5 to transact such other business as may properly come before the meeting or any
adjournment or adjournments thereof.
The Board of Directors of Warner-Lambert has fixed the close of business on
February 20, 1998 as the record date for the determination of stockholders
entitled to receive notice of and to vote at the meeting. A list of the
stockholders entitled to vote will be open to the examination of stockholders at
Warner-Lambert Company, 35 Waterview Boulevard, Parsippany, New Jersey during
ordinary business hours from April 14, 1998 to the date of the meeting.
Whether or not you plan to attend the meeting in person, please vote, sign
and date the enclosed proxy and return it in the enclosed envelope, which
requires no postage if mailed in the United States, as soon as possible in order
that you may be represented at the meeting. If you attend the meeting and wish
to vote in person, your Proxy will not be used.
Admittance Cards are required for attendance at the meeting. If you plan to
attend the meeting, please mark the box provided on the Proxy, and an Admittance
Card will be sent to you. If you do not wish to send the Proxy, you may enclose
your own request in the envelope and receive an Admittance Card.
Warner-Lambert has approximately 40,000 holders of Common Stock, many of
whom own less than 100 shares. To ensure proper representation at the meeting,
it is important, however small your holdings, that you vote, sign, date and
return your Proxy promptly. Prompt return of your Proxy will help to reduce
expenses.
By Order of the Board of Directors
Rae G. Paltiel
Secretary
March 6, 1998
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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS OF 201 Tabor Road
WARNER-LAMBERT COMPANY Morris Plains
New Jersey 07950
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</TABLE>
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Warner-Lambert Company ('Warner-Lambert' or the 'Company')
of Proxies to be voted at the Annual Meeting of Stockholders to be held on
Tuesday, April 28, 1998, and any adjournment or adjournments thereof, for the
purposes set forth in the accompanying Notice of Meeting. The mailing of this
Proxy Statement and accompanying form of Proxy to stockholders will commence on
March 6, 1998.
GENERAL
The Board of Directors knows of no business which will be presented to the
meeting other than the matters referred to in the accompanying Notice of
Meeting. However, if any other matters are properly presented to the meeting, it
is intended that the persons named in the Proxy will vote the same and act in
accordance with their judgment. Shares represented by properly executed Proxies
received on behalf of Warner-Lambert will be voted at the meeting in the manner
specified therein. If no instructions are specified in a signed Proxy returned
to Warner-Lambert, the shares represented thereby will be voted in favor of the
election of the directors listed in the enclosed Proxy, in favor of the
appointment of Price Waterhouse LLP as independent accountants for 1998, in
favor of the adoption of the proposed amendment to the Restated Certificate of
Incorporation to increase the authorized shares of Common Stock and against the
stockholder proposal. Any Proxy may be revoked by the person giving it at any
time prior to being voted.
Only holders of Common Stock, $1 par value, whose names appear of record on
the books of Warner-Lambert at the close of business on February 27, 1998, are
entitled to vote at the meeting. At the close of business on that date there
were shares of Common Stock outstanding. Each share of Common Stock is
entitled to one vote on each matter to be presented at the meeting.
For matters other than the proposed amendment to the Restated Certificate
of Incorporation, only those votes cast for or withheld from a nominee for
director or those cast for or against the matter to be voted upon are included;
and abstentions and broker non-votes are counted only for purposes of
determining whether a quorum is present. Abstentions and broker non-votes will
have the effect of 'No' votes with respect to the proposed amendment to the
Restated Certificate of Incorporation.
ELECTION OF DIRECTORS
Pursuant to authority contained in the By-Laws, the Board of Directors has
established the number of directors to be elected at the 1998 Annual Meeting of
Stockholders at thirteen. Accordingly, a slate of thirteen directors, consisting
of the persons named below, is to be elected at the meeting to serve for the
ensuing year. Each nominee is a director at the present time. No nominee for
director is related to any other nominee or officer of Warner-Lambert or its
subsidiaries or other affiliates. All nominees were recommended to the
stockholders for election at the Annual Meeting by the Board of Directors at its
January meeting, based upon a prior recommendation to the Board by the
Nominating and Organization Committee. Each nominee will be elected a director
by a majority of the votes cast for such nominee.
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NOMINEES FOR ELECTION AS DIRECTORS
[PHOTO] ROBERT N. BURT
AGE 60 FIRST ELECTED DIRECTOR: 1995
Chairman of the Board and Chief Executive Officer, FMC
Corporation (Chemical and machinery manufacturing)
Mr. Burt joined FMC Corporation in 1973 as Director of
Corporate Planning. He took over FMC's agricultural
products in 1976 and was elected Vice President in 1978.
He served as General Manager of FMC's Defense Systems
Group from 1983 to 1988 when he was named Executive Vice
President. He served as President of FMC from 1990 to 1993
and was appointed Chairman of the Board and Chief
Executive Officer in 1991. Mr. Burt has served on FMC's
Board of Directors since 1989. Mr. Burt received a B.S.
degree in chemical engineering from Princeton University
and an M.B.A. from Harvard Business School. He is a
director of Phelps Dodge Corporation, the Rehabilitation
Institute of Chicago and Evanston Hospital. Mr. Burt also
serves as a director and member of the Executive Committee
of Chemical Manufacturers Association. Mr. Burt is a
member of the Business Roundtable's Policy and Planning
Committee and the Illinois Business Roundtable. He is also
Vice Chairman and Trustee of the Chicago Symphony
Orchestra.
[PHOTO] DONALD C. CLARK
AGE 66 FIRST ELECTED DIRECTOR: 1984
Retired Chairman of the Board and Chief Executive Officer
of Household International, Inc. (Financial services)
Mr. Clark joined Household International, Inc. in 1955 and
held various executive positions before serving as
President from 1977 to 1988, Chief Executive Officer from
1982 to 1994 and Chairman of the Board from 1984 to 1996,
when he retired. Mr. Clark received a degree in business
administration from Clarkson University and an M.B.A. from
Northwestern University. He is a director of Ameritech
Corporation, Armstrong World Industries, Inc., PMI Group,
Inc., Ripplewood Holdings, L.L.C., ExTerra Credit
Recovery, L.L.C., Evanston Hospital Corp. and Scotsman
Industries Inc. He also serves as Life Trustee of
Northwestern University and as Chairman of the Board of
Trustees of Clarkson University.
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[PHOTO] LODEWIJK J. R. DE VINK
AGE 53 FIRST ELECTED DIRECTOR: 1991
President and Chief Operating Officer of Warner-Lambert
Mr. de Vink joined Warner-Lambert in 1988 as Vice
President and President, International Operations. In
1990, he was appointed Executive Vice President and
President, U.S. Operations, and in 1991, he was elected to
his present position as President and Chief Operating
Officer. Previously, he was employed by Schering-Plough
Corporation in various management and executive positions,
advancing to Senior Vice President, Schering
International, in 1984 and President, Schering
International, in 1986. Mr. de Vink graduated from
Nijenrode, The Netherlands School of Business. He holds a
B.B.A. from Washburn University and an M.B.A. from
American University. Mr. de Vink is a director of Bell
Atlantic Corporation, Pharmaceutical Research and
Manufacturers of America and the United Negro College
Fund. He is also a director of the National Actors'
Theater, a Trustee of the National Foundation for
Infectious Diseases and a member of the International
Advisory Board of Nijenrode University.
[PHOTO] JOHN A. GEORGES
AGE 67 FIRST ELECTED DIRECTOR: 1983
Senior Managing Director, Windward Capital Partners
(Investment firm); Retired Chairman of the Board and Chief
Executive Officer of International Paper (Packaging, paper
and forest products)
Mr. Georges joined Windward Capital Partners as Senior
Managing Director in May, 1996. Previously, Mr. Georges
joined International Paper in 1979 as Executive Vice
President. He was named Vice Chairman in 1980, President
and Chief Operating Officer in 1981, President and Chief
Executive Officer in 1984, and Chairman of the Board and
Chief Executive Officer in 1985, which position he held
until his retirement in 1996. Mr. Georges received a B.S.
in chemical engineering from the University of Illinois
and holds an M.S. in business administration from Drexel
University. Mr. Georges is a director of International
Paper, AK Steel Corporation and Ryder System, Inc. He is a
Board member and Trustee of the Public Policy Institute of
The Business Council of New York State, a graduate member
of The Business Council and a member of the Trilateral
Commission, Bankers Trust European Advisory Board and the
Board of the University of Illinois Foundation.
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[PHOTO] MELVIN R. GOODES
AGE 62 FIRST ELECTED DIRECTOR: 1985
Chairman of the Board and Chief Executive Officer of
Warner-Lambert
Mr. Goodes joined Warner-Lambert in 1965 and held various
managerial and executive positions, serving as President,
Warner-Lambert Mexico from 1970 to 1976, President,
Pan-American Zone, from 1976 to 1977, President,
Pan-American/Asian Zone, from 1977 to 1979 and President,
Consumer Products Division, from 1979 to 1983. Mr. Goodes
was elected Vice President in 1977, Senior Vice President
in 1980, Executive Vice President and President, U.S.
Operations, in 1984 and President and Chief Operating
Officer in 1985. In 1991, he was elected to his current
position as Chairman of the Board and Chief Executive
Officer. Mr. Goodes is a graduate of Queen's University,
Kingston, Ontario, Canada, of which he is currently a
Trustee, and received an M.B.A. from the University of
Chicago. He is a director of Ameritech Corporation, The
Chase Manhattan Corporation and Unisys Corporation. He is
also a director of the International Executive Service
Corps and the New Jersey Performing Arts Center. Mr.
Goodes is a member of the Industry Policy Advisory
Committee, The Conference Board, the Advisory Board of the
American Paralysis Association and the University of
Chicago Advisory Council of the Graduate School of
Business. He is a director and a member of the Executive
Committee of the National Council on Economic Education
and a Trustee of the University of Chicago Council of the
Division of Biological Sciences.
[PHOTO] WILLIAM H. GRAY III
AGE 56 FIRST ELECTED DIRECTOR: 1991
President and Chief Executive Officer of the United Negro
College Fund
Mr. Gray was appointed President and Chief Executive
Officer of the United Negro College Fund in 1991. He has
also served as the Senior Minister of the Bright Hope
Baptist Church since 1963. From 1968 through 1972, Mr.
Gray was a lecturer at Jersey City State College, Rutgers
University and Montclair State College. He was an
Assistant Professor and a director of St. Peter's College
from 1970 to 1974. Mr. Gray served as a Congressman from
the Second District of Pennsylvania from 1979 to 1991.
During his tenure, he was Chairman of the House Budget
Committee, a member of the Appropriations Committee,
Chairman of the House Democratic Caucus and Majority Whip.
Mr. Gray received a B.A. from Franklin and Marshall
College, a Master of Theology from Drew Theological
Seminary and a Master of Theology from Princeton
Theological Seminary. He is a director of Electronic Data
Systems Corporation, The Chase Manhattan Corporation,
Municipal Bond Investors Assurance Corporation, The
Prudential Insurance Company of America, Rockwell
International Corp., Union Pacific Corporation and
Westinghouse Electric Corporation.
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[PHOTO] WILLIAM R. HOWELL
AGE 62 FIRST ELECTED DIRECTOR: 1983
Chairman Emeritus, J.C. Penney Company, Inc. (Retailing)
Mr. Howell joined J.C. Penney Company, Inc. in 1958. After
holding various management positions, he became Western
Regional Vice President in 1976 and a Senior Vice
President and Director of Merchandising and Marketing in
1979. Mr. Howell served as Executive Vice President from
1981 to 1983 and Chairman of the Board and Chief Executive
Officer from 1983 until 1997, when he retired. In January,
1997, Mr. Howell was elected Chairman Emeritus. Mr. Howell
holds a degree in business management from the University
of Oklahoma. Mr. Howell is a director of Bankers Trust New
York Corporation and Bankers Trust Company, Exxon
Corporation, Halliburton Company, The Williams Companies,
Inc. and Central & South West Corporation. He is currently
Chairman of the Southern Methodist University's Board of
Trustees and a member of the Business Council.
[PHOTO] LASALLE D. LEFFALL, JR., M.D.
AGE 67 FIRST ELECTED DIRECTOR: 1988
Charles R. Drew Professor of Surgery, Howard University
College of Medicine; Professorial Lecturer in Surgery,
Georgetown University
Dr. Leffall has served as Professor of Surgery at Howard
University College of Medicine since 1970. In 1992, he was
named the Charles R. Drew Professor of Surgery. Dr.
Leffall also served as Chairman of the Department of
Surgery at Howard University College of Medicine from 1970
to 1995. He is also a Professorial Lecturer in Surgery at
Georgetown University. He received a B.S. from Florida A&M
and an M.D. from Howard University. Dr. Leffall is a
director of Mutual of America and Chevy Chase Bank. He is
Past-President of the American College of Surgeons and the
American Cancer Society. Dr. Leffall is also a member of
the National Urban League, the National Association for
Advancement of Colored People, The Young Men's Christian
Association, National Center on Addiction and Substance
Abuse at Columbia University, the Charles A. Dana
Foundation Awards Jury and the Cosmos Club. He is also a
consultant for the National Cancer Institute, a diplomate
for the American Board of Surgery and a fellow for the
American College of Surgeons.
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[PHOTO] PATRICIA SHONTZ LONGE, Ph.D.
AGE 64 FIRST ELECTED DIRECTOR: 1975
Economist; Senior Partner of The Longe Company
(Economic consulting and investments)
Dr. Longe received a B.S. and an M.B.A. from the
University of Detroit and a Ph.D. in economics from Wayne
State University. Dr. Longe has been an economist since
1963. She served as Professor of Business Administration
at the University of Michigan from 1973 to 1986 and as
Adjunct Professor of Business Administration from 1986 to
1988. Dr. Longe has been a Senior Partner of The Longe
Company, an economic consulting and investment firm, since
1981. She is a director of Comerica Incorporated, Comerica
Bank & Trust, F.S.B., The Detroit Edison Company, Jacobson
Stores, Inc., The Kroger Co. and The Immokalee Foundation,
Inc.
[PHOTO] GEORGE A. LORCH
AGE 56 FIRST ELECTED DIRECTOR: 1997
Chairman and Chief Executive Officer, Armstrong World
Industries, Inc. (Flooring, building and other specialty
products)
Mr. Lorch was elected to the Board of Directors, effective
June 21, 1997. Mr. Lorch joined Armstrong World
Industries, Inc. in 1963. He has served as Armstrong's
Chairman of the Board since 1994 and President and Chief
Executive Officer since 1993. Prior to 1993, Mr. Lorch
held various marketing positions from 1963 to 1983, served
as Group Vice President for Carpet Operations from 1983 to
1988 and served as Executive Vice President from 1988 to
1993. Mr. Lorch has a bachelor's degree from Virginia
Polytechnic Institute and State University. Mr. Lorch is a
Director of Armstrong World Industries, Dal-Tile
International Inc., Household International Inc. and RR
Donnelley & Sons Company. He is a member of The
Pennsylvania Business Roundtable and the Policy Committee
of The Business Roundtable.
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[PHOTO] ALEX J. MANDL
AGE 54 FIRST ELECTED DIRECTOR: 1995
Chairman and Chief Executive Officer, Teligent, Inc.
(Telecommunications)
Mr. Mandl joined Teligent, Inc. (formerly Associated
Communications L.L.C.) in August, 1996 as Chairman and
Chief Executive Officer. Previously, he held several
executive positions at AT&T Corp., including Chief
Financial Officer from 1991 to 1993 and Executive Vice
President -- AT&T and Chief Executive Officer and
President of AT&T's Communications Services Group from
1993 to 1996. Prior to joining AT&T, Mr. Mandl was
Chairman of the Board and Chief Executive Officer of
Sea-Land Service, Inc., which position he held from 1988
to 1991. From 1980 to 1988, Mr. Mandl held various
executive positions with Seaboard Coast Line Industries.
He is a director of Forstmann Little & Co., Dell Computer
Corporation and General Instrument Corp. He is also
director of the Walter A. Haas School of Business at the
University of California at Berkeley, Willamette
University, Carnegie Hall, the Museum of Television and
Radio and WETA Public Television and Radio. Mr. Mandl
received a B.A. in economics from Willamette University
and an M.B.A. from the University of California at
Berkeley.
[PHOTO] LAWRENCE G. RAWL
AGE 69 FIRST ELECTED DIRECTOR: 1986
Retired Chairman of the Board and Chief Executive Officer
of Exxon Corporation (Crude oil, natural gas and petroleum
products)
Mr. Rawl joined Exxon Corporation in 1952 and held various
positions in domestic operations and corporate
headquarters activities. In 1973, he became Senior Vice
President of Exxon Company, U.S.A. and in 1976, he became
Executive Vice President. He was elected Executive Vice
President of Esso Europe Inc. in 1978, Senior Vice
President of Exxon Corporation in 1980, President in 1985
and Chairman of the Board and Chief Executive Officer in
1987, which position he held until his retirement in 1993.
Mr. Rawl received a B.S. in petroleum engineering from the
University of Oklahoma. He is a director of Texas Commerce
Bankshares, Inc. and the Texas Medical Center.
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[PHOTO] MICHAEL I. SOVERN
AGE 66 FIRST ELECTED DIRECTOR: 1993
President Emeritus and Chancellor Kent Professor of Law,
Columbia University; President, Shubert Foundation
Mr. Sovern became President of the Shubert Foundation in
September, 1996. He is also President Emeritus and
Chancellor Kent Professor of Law of Columbia University.
Mr. Sovern joined the faculty of Columbia University in
1957, became a full professor in 1960 and Chancellor Kent
Professor of Law in 1977. He served as Columbia Law
School's seventh Dean from 1970 to 1979 and as Executive
Vice President and Provost of the University from 1979 to
1980. Mr. Sovern served as President of Columbia
University from 1980 to 1993. He received his A.B. degree
from Columbia College and LL.B. from Columbia University
Law School. Mr. Sovern is a director of AT&T Corp., the
Greater New York Insurance Group and Sequa Corporation. He
is also Chairman of the Japan Society and of the American
Academy in Rome, and serves on the boards of the Shubert
Foundation and Organization, the Asian Cultural Council,
Channel Thirteen, the Henry J. Kaiser Family Foundation
and the Atlantic Philanthropic Foundation. Mr. Sovern is
Trustee of Freedom Forum Newseum, Inc. and Chairman of the
Advisory Committee of Freedom Forum Media Studies Center.
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SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS
The following table sets forth information, as of February 1, 1998, regarding
beneficial ownership of Warner-Lambert Common Stock by each director and
nominee, each of the executive officers named in the Summary Compensation Table
and all directors and executive officers as a group:
<TABLE>
<CAPTION>
NUMBER OF COMMON
SHARES AND
NAME SHARE EQUIVALENTS(1),(2)
---- ----------------------
<S> <C>
Robert N. Burt 7,474
Donald C. Clark 43,267
Ronald M. Cresswell 135,983(3)
Lodewijk J.R. de Vink 560,714(3)
John A. Georges 26,443
Melvin R. Goodes 872,640(3)
William H. Gray III 9,001
William R. Howell 7,503
Ernest J. Larini 220,460(3)
LaSalle D. Leffall, Jr. 15,882
Patricia Shontz Longe 10,968
George A. Lorch 4,654
Alex J. Mandl 7,001
Lawrence G. Rawl 41,384
Michael I. Sovern 6,342
Anthony H. Wild 107,055(3)
All executive officers and directors as a group (29) 3,897,794(3)
</TABLE>
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(1) As of February 1, 1998, no individual named in the table owned more than 1%,
and all executive officers and directors as a group owned approximately 1.4%, of
the outstanding shares of Common Stock.
(2) Each of the above persons has (or will have upon the exercise of options
exercisable within sixty days) sole voting and investment power with respect to
all shares shown as beneficially owned by such person, except for an aggregate
of 44,000 shares granted to the non-employee directors named above, pursuant to
the Restricted Stock Plan for Directors of Warner-Lambert Company, as to which
each director has the power to direct the vote of the shares granted to such
person. The shareholdings listed above also include shares of Common Stock
equivalents held pursuant to Warner-Lambert's deferred compensation arrangements
for non-employee directors, as follows: Mr. Burt 1,288, Mr. Clark 34,187, Mr.
Georges 17,443, Mr. Gray 4,491, Mr. Howell 3,103, Dr. Leffall 10,921, Dr. Longe
3,968, Mr. Lorch 454, Mr. Mandl 3,001, Mr. Rawl 28,872 and Mr. Sovern 2,342. The
shareholdings listed above for Dr. Cresswell, Mr. de Vink, Mr. Goodes, Mr.
Larini and Dr. Wild include shares of Common Stock and Common Stock equivalents
in the amounts of 209, 737, 89,654, 5,504 and 31, respectively, held pursuant to
Warner-Lambert's benefit plans.
(3) Includes shares subject to options or rights granted pursuant to the
Company's stock plans exercisable within sixty days of February 1, 1998, held by
Dr. Cresswell, Mr. de Vink, Mr. Goodes, Mr. Larini, Dr. Wild and all executive
officers and directors as a group, in the amounts of 134,960 shares, 547,715
shares, 766,100 shares, 211,310 shares, 97,260 shares and 3,488,835 shares,
respectively.
Warner-Lambert believes that stock ownership by its executive officers is
important to promote an identification of the interests of Management with
Warner-Lambert's stockholders. Accordingly, the Compensation Committee has
established stock ownership goals for its key members of Management with the
intent that each individual invest a certain dollar amount in shares of
Warner-Lambert Common Stock equal to a multiple (by position level) of the
salary for such individual. For purposes of this program, the amount of shares
of Common Stock held by the officer includes shares held directly and
indirectly, shares and share equivalents held under Warner-Lambert's benefit
plans, 50% of vested, unexercised stock options and 50% of restricted stock.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Warner-Lambert's
officers and directors, and persons who own more than ten percent of a
registered class of Warner-Lambert's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Warner-Lambert believes that during 1997 all
Section 16(a) filing requirements applicable to its officers and directors were
complied with, except that Dr. Anthony H. Wild, an officer, inadvertently filed
two late Form 4 reports covering one transaction apiece, and Mr. John A.
Georges, a director, filed one late Form 4 report covering one transaction.
SECURITY OWNERSHIP OF WARNER-LAMBERT
The following table sets forth information with respect to the persons known to
Warner-Lambert to own beneficially more than 5% of Warner-Lambert's Common
Stock, as of December 31, 1997.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
-------------------- ---------- --------
<S> <C> <C>
The Capital Group Companies, Inc. 13,928,700(1) 5.1%
333 South Hope Street
Los Angeles, California 90071
</TABLE>
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(1) As reported [on Schedule 13F] filed with the Securities and Exchange
Commission (the 'SEC') by Capital Guardian Trust Company ('CGTC') and Capital
Research and Management Company ('CRMC'), exercised, as of [September 30,] 1997,
investment discretion with respect to 16,500 and 13,912,200 shares,
respectively. The Capital Group Companies, Inc. ('CG') has advised that CGTC and
CRMC are operating subsidiaries of CG and that, with respect to all of such
shares, CGTC and CRMC act as investment managers for various institutional
investors and that CG disclaims beneficial interest of such shares.
COMMITTEES OF THE BOARD
Warner-Lambert has an Executive Committee, an Audit Committee, a Compensation
Committee, a Nominating and Organization Committee, a Retirement and Savings
Plan Committee (U.S.) and a Corporate Public Policy Committee of the Board of
Directors.
The members of the Executive Committee are Mr. Melvin R. Goodes (Chairman),
Mr. Lodewijk J. R. de Vink, Mr. John A. Georges, Dr. Patricia Shontz Longe and
Mr. Lawrence G. Rawl. This Committee, which did not meet during 1997, has the
authority to exercise all of the powers of the Board of Directors, except this
Committee may not approve acquisitions, capital expenditure requests or
divestitures involving more than $20,000,000, amend Warner-Lambert's Certificate
of Incorporation or By-Laws, declare a dividend or authorize the issuance of
stock of Warner-Lambert. The Executive Committee also has the authority to
review Warner-Lambert's financial policies and procedures and make
recommendations to the Board of Directors with respect to dividend policy,
corporate financing and related matters.
The members of the Audit Committee are Mr. Lawrence G. Rawl (Chairman), Mr.
Robert N. Burt, Mr. John A. Georges, Mr. William H. Gray III, Mr. Alex J. Mandl
and Mr. Michael I. Sovern. This Committee, which met three times during 1997, is
responsible
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generally for recommending to the Board of Directors the independent accountants
to be nominated to audit the financial statements of Warner-Lambert; approving
the discharge and compensation of the independent accountants; meeting with
Warner-Lambert's independent accountants to review the proposed scope of the
annual audit of Warner-Lambert's financial statements; reviewing the findings of
the independent accountants with respect to the annual audit; and supervising
the implementation of Warner-Lambert's management integrity and compliance
policies and reporting annually to the Board of Directors with respect to such
policies.
The members of the Compensation Committee are Mr. Donald C. Clark
(Chairman), Mr. John A. Georges, Mr. William R. Howell, Mr. Alex J. Mandl and
Mr. Lawrence G. Rawl. This Committee, which met four times during 1997, is
responsible for the total compensation (annual cash compensation and long-term
incentives) of the Chairman, the President and certain other officers of
Warner-Lambert. The Committee is also responsible for administering the
Warner-Lambert Incentive Compensation Plan, the Warner-Lambert Supplemental
Pension Income Plan and Warner-Lambert's stock plans, and has limited authority
to adopt amendments to such plans.
The members of the Nominating and Organization Committee are Dr. LaSalle D.
Leffall, Jr. (Chairman), Mr. Robert N. Burt, Mr. Donald C. Clark, Mr. William H.
Gray III and Mr. George A. Lorch. This Committee, which met two times in 1997,
is responsible for recommending to the Board of Directors the names of qualified
persons to be nominated for election or re-election as directors of
Warner-Lambert, the membership and Chairman of each Board Committee and the
persons to be elected or re-elected Chairman of the Board, Chief Executive
Officer, President and Chief Operating Officer of Warner-Lambert. The Committee
will consider suggestions for Board membership submitted by stockholders in
accordance with the notice provisions and procedures set forth in
Warner-Lambert's By-Laws. Proposals for the nomination of directors must include
the biographical information required by Warner-Lambert's By-Laws, together with
the written consent of the proposed nominee to so serve, if elected. This
Committee is also responsible for administering the Restricted Stock Plan for
Directors of Warner-Lambert Company.
The members of the Retirement and Savings Plan Committee (U.S.) are Dr.
Patricia Shontz Longe (Chairman), Mr. Donald C. Clark, Mr. John A. Georges, Mr.
William R. Howell and Mr. Michael I. Sovern. This Committee, which met two times
during 1997, has limited authority to adopt amendments to the domestic
retirement and savings plans of Warner-Lambert and its domestic subsidiaries
(collectively, the 'Plans'), including the Warner-Lambert Retirement Plan, the
Warner-Lambert Savings and Stock Plan, the Warner-Lambert Excess Savings Plan
and the Warner-Lambert Long Term Disability Benefits Plan, and has
responsibility with respect to such Plans to monitor and report on the selection
and termination of trustees and investment managers and on their individual
investment activity and performance, to review the reports of the independent
accountants with respect to the Plans, to approve pensions for individual
employees which are separate from any benefit plan and to implement the overall
asset allocation guidelines, as established by the Board of Directors.
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The members of the Corporate Public Policy Committee are Mr. William R.
Howell (Chairman), Mr. Donald C. Clark, Dr. LaSalle D. Leffall, Jr., Dr.
Patricia Shontz Longe and Mr. George A. Lorch. This Committee, which met two
times in 1997, is responsible for reviewing periodic reports on the contribution
activities of Warner-Lambert, equal employment opportunity and related matters
and public affairs programs and issues of social concern, and for making
recommendations to the Board of Directors in such areas.
The Warner-Lambert Board of Directors met six times during 1997. Each
director of Warner-Lambert standing for re-election who was a director during
1997 attended at least 85% of the total meetings of the Board of Directors and
the Committees of the Board on which he or she served.
DIRECTORS' COMPENSATION
All non-employee directors of Warner-Lambert receive an annual fee of $40,000
and a fee of $1,000 for attendance at each meeting of the Board or Committee of
the Board of Directors, as well as for attendance at or participation in special
meetings and other Board-related activities, and are reimbursed for expenses
incurred in connection therewith. In addition, each director who chairs a
Committee receives an annual fee of $3,000; and each member of the Executive
Committee who is not an employee receives an annual fee of $4,000 in lieu of a
fee for attendance at meetings of the Executive Committee (if more than four
meetings are held, a regular attendance fee is payable for the additional
meetings). Directors may elect to defer receipt of their fees.
The provisions of the Company stock plans relating to deferred compensation
for directors permit non-employee directors to elect to defer their directors'
annual fees, meeting attendance fees and consulting fees, and such deferred
amounts are credited to an account which accrues interest annually or to a
Warner-Lambert Common Stock equivalent account which is credited as of the day
the deferred fees would have been payable with stock credits equal to the number
of shares of Common Stock that could have been purchased with the amount of such
deferred fees. Directors may not make withdrawals from their deferred accounts
until they are no longer members of the Board. The provisions relating to
directors' deferred compensation provide that all amounts which participating
directors had previously elected to defer are payable following a change in
control of Warner-Lambert (as defined in such plan) in accordance with a
distribution schedule elected by the director.
In order to further align the interests of the Directors with the Company's
stockholders, an amount equal to one-half of the retainer in effect on January 1
of each year, for a maximum period of ten years, is made available to
non-employee directors for crediting to their Warner-Lambert Common Stock
equivalent accounts.
Pursuant to the Restricted Stock Plan for Directors of Warner-Lambert
Company, each non-employee director of Warner-Lambert receives a grant of 4,000
shares of Common Stock, subject to certain restrictions. The director is not
entitled to delivery of the share certificate and the shares are subject to
transfer restrictions for a period from the date of grant until the earliest to
occur of certain specified events. If the director remains a member of the Board
for the entire period during which the restrictions apply, the restrictions will
lapse with respect
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to one-tenth of the shares of Common Stock for each full year of service as a
director. In the event of a change in control of Warner-Lambert (as defined in
such plan), the Restricted Stock Plan provides that the directors will receive
the full value of the shares previously granted by delivery of a cash payment in
lieu thereof. Subject to the foregoing, the director has the rights and
privileges of a stockholder as to such Common Stock, including the right to
receive dividends and the right to vote the shares of Common Stock.
Non-employee directors are also eligible to participate in Warner-Lambert's
Group Life Insurance, Medical, Dental and Accidental Death and Dismemberment
Plans.
SUMMARY COMPENSATION TABLE
The following table provides a summary of cash and non-cash compensation for
each of the last three completed fiscal years ended December 31, 1997, 1996 and
1995 with respect to Warner-Lambert's Chief Executive Officer and the other four
most highly compensated executive officers of the Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG - TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------- -------------------------- --------
A B C D E F G H I
- --------------------------------------------------------------------------------------------------------------------------
SECURITIES
RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION(3) AWARDS SARs PAYOUTS(5) COMPENSATION(6)
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Melvin R. Goodes
Chairman of the Board 1997 $1,083,550 $1,542,835 $55,280 0 259,000 0 $ 7,632,931
and Chief Executive 1996 992,750 1,300,000 69,614 0 236,000 0 3,020,924
Officer 1995 943,333 778,300 0 0 150,000 $169,994 177,846
Lodewijk J.R. de
Vink(1) 1997 714,000 926,300 0 0 123,500 0 111,362
President and Chief 1996 653,333 714,100 0 0 118,000 0 79,256
Operating Officer 1995 620,917 511,000 0 0 90,000 131,359 58,865
Anthony H. Wild(2)
Vice President; 1997 413,833 545,000 0 0 61,000 0 23,005
President, 1996 379,617 410,500 0 0 47,400 0 4,196
Pharmaceutical Sector 1995 297,500 162,000 0 $783,125(4) 98,400 0 0
Ronald M. Cresswell
Vice President; 1997 409,167 410,000 0 0 58,000 0 73,254
Chairman, Parke-Davis 1996 388,667 317,300 0 0 35,000 0 53,546
Research 1995 371,500 196,000 0 0 57,700 61,816 40,639
Ernest J. Larini 1997 386,400 413,700 0 0 58,500 0 61,623
Vice President and 1996 347,000 294,700 0 0 55,800 0 45,996
Chief Financial Officer 1995 323,217 251,000 0 0 40,000 46,362 35,152
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) From 1994 to May, 1996 Mr. de Vink also had responsibility for
Warner-Lambert's Pharmaceutical Sector.
(2) Dr. Wild joined Warner-Lambert in February, 1995 as President, Parke-Davis,
North America. In May, 1996, Dr. Wild was appointed President, Pharmaceutical
Sector.
(3) Includes transportation services provided to Mr. Goodes in 1997 and 1996 in
amounts of $40,955 and $53,288, respectively.
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(4) Dr. Wild received a restricted stock award upon joining the Company in 1995.
His aggregate restricted stockholdings as of December 31, 1997, valued at the
market price at year-end, were 6,666 shares with a value of $827,834. Dividends
on these restricted shares, which vest in 1998, are paid quarterly in
conjunction with, and at the same rate as, dividends on the Company's Common
Stock.
(5) Long-term cash performance bonuses provide for cash dollar awards contingent
on the attainment of certain earnings per share performance levels during the
three-year period subsequent to the grant. The amounts shown in column (h) above
represent the long-term bonuses paid in 1997, 1996 and 1995, respectively, to
the executive officers named in the Summary Compensation Table for each of the
three-year performance periods ended prior to such years.
(6) All Other Compensation consists of the following: (i) annual Company
contributions to the Savings and Stock Plan and the Excess Savings Plan for
1997, 1996 and 1995, as follows: Mr. Goodes $173,679, $111,753 and $67,226; Mr.
de Vink $29,993, $23,955 and $19,293; Dr. Wild $9,454, $697 and $0; Dr.
Cresswell $33,916, $26,264 and $20,033; and Mr. Larini $15,640, $12,613 and
$10,154; respectively; and (ii) the above-market interest on deferred annual
bonuses for 1997, 1996 and 1995, as follows: Mr. Goodes $194,955, $140,546 and
$110,620; Mr. de Vink $81,369, $55,301 and $39,572; Dr. Wild $13,551, $3,499 and
$0; Dr. Cresswell $39,338, $27,282 and $20,606; and Mr. Larini $45,983, $33,383
and $24,998; respectively. The annual bonus was payable for such years, but
deferred at the election of the named executive officer, in accordance with the
provisions of the Warner-Lambert Incentive Compensation Plan. According to the
terms of such Plan, deferred bonuses accrue interest that is automatically
credited to the officer's account and is not currently paid or payable.
The amounts stated for Mr. Goodes for 1997 and 1996 include payments of
$7,264,297 and $2,768,625, respectively, for cash awards based on the Company's
stock price performance, granted in 1987 and 1986, respectively.
CHIEF EXECUTIVE OFFICER'S AND PRESIDENT'S EMPLOYMENT AGREEMENTS
In 1985, Warner-Lambert entered into an employment agreement with Mr. Goodes. In
1991, Warner-Lambert entered into an employment agreement with Mr. de Vink. The
agreement with Mr. Goodes, which was amended in 1991, terminates May 1, 2000,
and the agreement with Mr. de Vink provides for an initial term of five years,
which term will be automatically extended for an additional year at the end of
each year of the term until Mr. de Vink's retirement. The agreements provide for
minimum annual salaries which may be increased annually based upon the average
salary increase of those officers of Warner-Lambert whose names appear in the
Annual Report. Mr. Goodes' and Mr. de Vink's respective salaries are generally
reviewed by the Compensation Committee in January of each year. Pursuant to the
terms of the agreements, Mr. Goodes and Mr. de Vink are also entitled to
participate in the Incentive Compensation Plan as well as the other compensation
and benefit programs available to officers of Warner-Lambert at their respective
levels.
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OPTION/SAR GRANT TABLE
The following table sets forth information concerning grants of stock options
and stock appreciation rights during 1997 to the Company's Chief Executive
Officer and the other four most highly compensated executive officers:
OPTION/SAR GRANTS IN 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
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A B C D E F
- ----------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (#)(1) 1997 ($/Sh) DATE ($)(2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Melvin R. Goodes 259,000 5.37% $86.1875 2/24/07 $5,363,890
Lodewijk J.R. de Vink 123,500 2.56% 86.1875 2/24/07 2,557,685
Anthony H. Wild 61,000 1.27% 86.1875 2/24/07 1,263,310
Ronald M. Cresswell 58,000 1.20% 86.1875 2/24/07 1,201,180
Ernest J. Larini 58,500 1.21% 86.1875 2/24/07 1,211,535
</TABLE>
- --------------------------------------------------------------------------------
(1) Stock options entitle the holder to purchase shares of Common Stock at a
price which is equal to the fair market value per share for such stock on the
date the stock option was granted. Payment of this price is made in cash or,
with the consent of the Compensation Committee, in whole or in part, in Common
Stock or other consideration. Stock options become exercisable over a four-year
period (beginning one year after the date of grant) in four equal installments.
No stock option may be exercised after the expiration of ten years from the date
of grant. In the event of a change in control of Warner-Lambert (as defined in
the stock option plans), (i) the ability to exercise stock options is
accelerated, (ii) amounts payable upon exercise of stock appreciation rights
will be determined by reference, among other things, to the price pursuant to
which the change in control was effected, (iii) amounts payable upon the
exercise of stock appreciation rights will be in the form of cash and (iv)
limited stock appreciation and conversion rights are provided to the grantees
of stock options.
(2) Present value determinations were made using a Black-Scholes option pricing
model based on the following assumptions: the holding period is based on a
five-year average of all option holders' exercises; the risk-free rate of return
is the interest rate on a zero coupon bond with a maturity equivalent to the
holding period; the volatility is based on weekly stock prices for the holding
period; and the dividend yield is based on the dividends paid on
Warner-Lambert's Common Stock for the five-year period 1993-1997. The actual
value an executive officer receives is dependent on future stock market
conditions, and there can be no assurance that the amounts reflected in column
(f) of the Option/SAR Grants Table will actually be realized. No gain to the
executive officer is possible without an appreciation in stock value which will
benefit all stockholders commensurately.
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OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth individual exercises of stock options and stock
appreciation rights ('SARs') during 1997 by the Company's Chief Executive
Officer and the other four most highly compensated executive officers and
provides information related to stock option and SAR values:
AGGREGATED OPTION/SAR EXERCISES IN 1997 AND YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
A B C D E
- --------------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
SECURITIES IN-THE-MONEY
UNDERLYING OPTIONS/SARS
UNEXERCISED AT YEAR-END ($)
OPTIONS/SARs ($124.1875
SHARES AT YEAR-END (#) PER SHARE)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Melvin R. Goodes 8,816 $1,121,485 585,800/ $49,266,058/
768,700 48,215,042
Lodewijk J.R. de Vink 45,000 3,185,045 503,599/ 45,420,497/
393,855 25,141,661
Anthony H. Wild -- -- 61,048/ 4,885,724/
145,752 8,733,187
Ronald M. Cresswell 15,215 1,348,079 114,402/ 9,950,122/
119,227 6,865,130
Ernest J. Larini 15,076 1,624,250 163,798/ 13,836,014/
197,702 12,825,165
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</TABLE>
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RETIREMENT BENEFITS
The following table sets forth the estimated aggregate annual benefits payable
in the form of a straight life annuity by Warner-Lambert upon retirement at age
65 (exclusive of retirement benefits from Social Security) after a specified
number of years of service, pursuant to the Warner-Lambert Company Retirement
Plan (the 'Retirement Plan') and the Warner-Lambert Supplemental Pension Income
Plan (the 'Supplemental Plan'). In the event of early retirement, the following
amounts will be reduced by the annual retirement credits that would otherwise
have been earned to normal retirement and further reduced in accordance with the
early retirement reduction factors then in effect under the Retirement Plan and,
where applicable, the Supplemental Plan. The aggregate of amounts shown in
columns (c) and (d) of the Summary Compensation Table approximate the amount of
creditable earnings under the pension plans.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- ------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 500,000 $ 209,324 $ 265,804 $ 266,824 $ 266,764 $ 271,126 $ 309,482
600,000 254,124 321,804 322,284 322,764 325,526 371,482
800,000 343,724 433,804 434,764 434,764 435,244 495,482
1,000,000 433,234 545,804 546,284 546,764 547,244 619,482
1,200,000 522,924 657,804 658,284 658,764 659,244 743,482
1,400,000 612,524 769,804 770,284 770,764 771,244 867,482
1,600,000 702,124 881,804 882,284 882,764 883,244 991,482
1,800,000 791,724 993,804 994,284 994,764 995,244 1,115,482
2,000,000 881,324 1,105,804 1,106,284 1,106,764 1,107,244 1,239,482
2,200,000 970,924 1,217,804 1,218,284 1,218,764 1,219,244 1,363,482
2,400,000 1,060,524 1,329,804 1,330,284 1,330,764 1,331,244 1,487,482
2,600,000 1,150,124 1,441,804 1,442,284 1,442,764 1,443,244 1,611,482
2,800,000 1,239,724 1,553,804 1,554,284 1,554,764 1,555,244 1,735,482
3,000,000 1,329,324 1,655,804 1,666,284 1,666,764 1,667,244 1,859,482
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</TABLE>
The Retirement Plan is a defined benefit, career average plan which is
periodically updated in order to provide pension benefits which are more
reflective of current creditable earnings. The most recent such update was
effective January 1, 1995. The Retirement Plan provides that annual creditable
earnings are determined by an employee's January 1st base salary plus overtime
and awards paid under the Warner-Lambert Incentive Compensation Plan.
Compensation for purposes of the 1995 pension update was limited to average
annual creditable earnings for the three consecutive years during which such
compensation was highest. The Retirement Plan provides that, in the event of a
change in control of Warner-Lambert (as defined in such plan), (i) the benefits
of participants will be afforded certain additional protection for a limited
period of time and (ii) if certain actions are taken with respect to the
Retirement Plan, any surplus assets then held in the trust will inure to the
benefit of participants and their beneficiaries. Credited years of service under
the Retirement Plan, as of December 31, 1997, for each of the executive officers
named in the Summary
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Compensation Table are: Melvin R. Goodes-31.4 years; Lodewijk J. R. de Vink-9.0
years; Anthony H. Wild-2.0 years; Ronald M. Cresswell-9.0 years; and Ernest J.
Larini-21.0 years.
The Supplemental Plan was established to attract and retain employees in
senior managerial positions by providing supplemental pension income in amounts
reasonably related to their compensation and length of service with
Warner-Lambert. Benefits under the Supplemental Plan are based upon average
final compensation (the total amount of an employee's compensation for the three
calendar years during which such employee's compensation was the highest of the
five-year period of service ending with such employee's early or normal
retirement date, divided by three). Compensation for this purpose is the sum of
the employee's January 1st base salary plus allocated incentive compensation
under the Warner-Lambert Incentive Compensation Plan. The benefit under the
Supplemental Plan is reduced by the benefit payable under the Retirement Plan
and certain other retirement benefits including Social Security. The
Supplemental Plan also provides for payment to eligible employees of amounts
they would have received under the Retirement Plan in the absence of certain
limitations imposed by the Employee Retirement Income Security Act of 1974 and
subsequent legislation, and provides for payment to eligible employees of
amounts they would have received under the Retirement Plan if deferred incentive
awards had been included in creditable earnings under such plan. The
Supplemental Plan provides that, in the event of a change in control of
Warner-Lambert (as defined in such plan), (i) employees 55 years of age and
older who meet certain salary level requirements and who would have become
eligible to receive Supplemental Plan benefits upon retirement will receive such
benefits upon retirement and (ii) post-employment consulting requirements set
forth in the Supplemental Plan would no longer be applicable. Credited years of
service under the Supplemental Plan, as of December 31, 1997, for each of the
executive officers named in the Summary Compensation Table are: Melvin R.
Goodes-17.7 years; Lodewijk J. R. de Vink-7.8 years; Anthony H. Wild-2.8 years;
Ronald M. Cresswell-9.6 years; and Ernest J. Larini-9.8 years.
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS AND OTHER MATTERS
Warner-Lambert has severance policies which provide for payments of up to
twenty-four months' salary depending upon several factors, including age and
length of service, subject to modifications made by the Warner-Lambert Executive
Severance Plan (the 'Executive Severance Plan').
The Executive Severance Plan provides benefits in the event of a change in
control of Warner-Lambert (as defined in such plan) to those employees,
essentially officers, who are subject to the reporting requirements of Section
16(a) of the Securities Exchange Act of 1934, as amended. A change in control is
deemed to generally have occurred upon the acquisition of the voting power of
20% or more of Warner-Lambert's outstanding securities, a merger, consolidation,
sale or disposition of substantially all of Warner-Lambert's assets or a change
in more than half of Warner-Lambert's Board of Directors. The Executive
Severance Plan provides for severance benefits, which are payable only if a
participant leaves the employ of Warner-Lambert for any reason other than
termination for just cause (as defined in such plan) within three years after a
change in control, of thirty-six months' salary and bonus. The Executive
Severance Plan also provides for limited rights ('Limited Rights') to
participants
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in connection with outstanding stock options under Warner-Lambert's stock option
plans which do not presently have stock appreciation rights. The Limited Rights
provide for a cash payment to the holder upon a change in control equal to the
amount by which the fair market value of a share of Common Stock exceeds the
fair market value of such a share on the date the stock option was granted,
multiplied by the number of shares with respect to which the Limited Right
applies. The fair market value is determined by the higher of the sale price on
the New York Stock Exchange prior to the change in control or the highest price
used in the transaction. In certain instances, conversion rights are provided as
an alternative to Limited Rights. The Executive Severance Plan also provides
special payments to participants in amounts sufficient to reimburse such
participants for any federal excise tax or similar state or local tax which may
be imposed with respect to payments received following a change in control.
Warner-Lambert has also established an Enhanced Severance Plan, which is similar
to the Executive Severance Plan, for all United States non-hourly employees who
are not eligible to participate in the Executive Severance Plan.
In addition, in the event of a change in control of Warner-Lambert (as
defined), participants in the Warner-Lambert Savings and Stock Plan and the
Warner-Lambert Incentive Compensation Plan are afforded certain additional
protections and the benefits of participation in Warner-Lambert's Excess Savings
Plan are payable immediately.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Warner-Lambert's executive compensation programs are designed to attract, retain
and motivate the broad based executive talent required to achieve its business
objectives and increase stockholder value. The Company's executive compensation
programs are administered by the Compensation Committee of the Board of
Directors (the 'Committee') which is comprised of the individuals listed below.
The Committee members are outside directors of the Company with responsibility
for all compensation matters for Warner-Lambert's executive officers.
GENERAL
Total compensation for Warner-Lambert's executive officers consists of a base
salary, annual cash bonus and long-term incentives, which consist of stock
options and restricted stock. The annual bonus and long-term incentives
introduce risk to the total executive compensation package. These compensation
components are variable, may fluctuate significantly from year to year and are
directly tied to Company and individual performance.
To ensure that Management's interest in the Company is aligned with those
of its stockholders, a significant portion of executive compensation is
delivered through the equity component. Stock options are tied to the long-term
performance of Warner-Lambert and are used to provide an incentive that focuses
attention on managing the Company from an owner's perspective. Restricted stock
grants are used selectively to build stock ownership and to promote a long-term
focus by restricting the holder's ability to sell, transfer or assign the shares
until the end of the specified vesting period when the restrictions lapse. The
combination of stock options and restricted stock grants provides a level of
risk and upside opportunity that encourages Management performance in the
achievement of the Company's
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long-term goals and objectives. To further align Management's interests with
Warner-Lambert's stockholders, the Committee has established formal stock
ownership goals for key members of Management with the intent that each
individual invest a certain dollar amount in shares of Warner-Lambert Common
Stock.
The Committee annually reviews the competitiveness of the Company's
executive compensation programs within the industries in which it
competes -- Pharmaceutical, Consumer Health Care and Confectionery. The
companies in this compensation comparator group include the companies that are
in the industry peer group index in the Five-Year Cumulative Total Shareholder
Return graph on page . In addition, this compensation comparator group also
includes several leading consumer products companies which, in conjunction with
the industry peer group, represent the broader marketplace for the Company's
executive talent.
Warner-Lambert targets a level of total compensation (base salary, annual
bonus and stock awards) above the median total compensation of its comparator
group for like jobs, adjusted for company size. Since stock awards represent a
significant portion of the executives' total compensation, the overall
compensation package provides both downside risk and upside opportunity that
encourages the executives' performance in the achievement of the Company's
long-term goals and objectives.
The Committee continues to review executive compensation in light of
Section 162(m) of the Internal Revenue Code ('Section 162(m)'), which
establishes a limit on the deductibility of annual compensation for certain
executive officers that exceeds $1,000,000. It is the general intention of the
Committee to meet the requirements for deductibility under Section 162(m);
however, the Committee reserves the right, where merited by changing business
conditions or an executive's individual performance, to authorize compensation
payments which may not be fully deductible by the Company. The Committee will
re-examine this policy on an on-going basis.
EXECUTIVE OFFICERS' COMPENSATION
In determining increases to executive officer compensation, the Committee
considered Company performance, including both financial and nonfinancial
indicators, individual performance, the business environment in which the
Company operated and competitive compensation trends.
Base salary increases were determined based upon individual performance,
competitive compensation trends and a review of salaries for like jobs at the
companies comprising Warner-Lambert's compensation comparator group.
With respect to annual cash bonuses, the maximum annual amount which may be
set aside for payment of such bonuses is first derived from a formula approved
by stockholders which takes into account the Company's net profit for the year
and the amount of capital employed in the Company. The annual cash bonus that is
actually paid to an individual executive officer is then determined by reviewing
the performance of the business unit which the executive officer manages,
including sales, profit and return on assets managed, and the executive
officer's individual performance and position level within the Company.
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As a result of such review of business and individual performance for the year
1997 total annual bonus awards to the Company's executive officers as a group
increased by approximately 19% from the prior year. A majority of each
individual award was based on Company and business unit performance, with the
remainder based on individual performance.
The Committee has established annual stock option award guidelines for each
position level within the Company providing for a range of options to be granted
from zero shares up to a maximum number of shares. Competitive data from the
compensation comparator group and the estimated value of the Company's stock
options were used to develop these guidelines, which are reviewed annually by
the Committee. The actual stock option award granted to a Company executive is
based upon the individual's overall job performance as well as specific
contributions to Company performance for the prior year. While factors such as
Company performance are considered in determining the number of stock options to
be granted, the individual's current performance and contributions to Company
performance are the primary determinants in these deliberations. In 1997, in
accordance with the above criteria, the executive officers received stock
options which are exercisable ratably over the next four years.
CEO COMPENSATION
The following is a description of the decisions with regard to Mr. Goodes' 1997
compensation.
Effective March, 1997, Mr. Goodes received a base salary increase of
approximately 9.9%, based on review of prior year job performance as well as his
compensation relative to his peers at Warner-Lambert's compensation comparator
companies. Mr. Goodes' employment agreement, which expires May 1, 2000, and is
discussed on page , provides for a minimum annual salary that may be increased
annually at the discretion of the Committee, based upon the average salary
increase of other Company officers. The salary for Mr. Goodes reported in the
Summary Compensation Table on page reflects the salary actually paid to Mr.
Goodes in 1997. Effective March, 1998, the Committee increased Mr. Goodes'
salary by 8%, thus establishing a new minimum annual salary under the terms of
his employment agreement. Mr. Goodes' salary increase does not affect the other
elements of his compensation. In addition, in 1998, Mr. Goodes received an
annual cash bonus of $1,542,835.
In February, 1997, Mr. Goodes received an annual stock option grant of
259,000 shares, exercisable ratably over the four years from date of grant, with
the exercise price being equal to the fair market value on the date of grant.
The options are exercisable for a ten-year term. In 1998, Mr. Goodes received a
stock option grant of 146,900 shares. These ten-year options were also issued at
the fair market value on the date of grant and are exercisable ratably over the
next four years.
In considering Mr. Goodes' stock option grant, annual bonus and base salary
increase, each effective in 1998, the Committee considered several Company
financial performance measures for 1997, as well as Mr. Goodes' individual
performance during the year. In
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determining Mr. Goodes' compensation, the Committee did not attach specific
weights or values to the various factors considered.
The Committee considered the Company's sales, profits, earnings per share
and return on assets managed, which measures exceeded expectations. The
Committee also noted that at year-end 1997, Warner-Lambert's Common Stock price
had increased 65.6% over year-end 1996 and had substantially exceeded the growth
of the Standard & Poor's 500 Stock Index, the Dow Jones Industrial Average and
the average stock price growth of Warner-Lambert's industry peer group during
the same period. In addition, Warner-Lambert's market capitalization at year-end
1997 was $33.8 billion. This is $13.5 billion and 66.2% higher than prior year.
As a result of Warner-Lambert's growth, the Company earned a place among the top
100 of the world's most highly valued companies, according to a 'Business Week'
ranking during 1997, based on market capitalization. The relative rank of the
Company improved from 192nd in 1996 to 98th in 1997.
The Committee also reviewed Mr. Goodes' key accomplishments in 1997.
Specifically, the Committee credited Mr. Goodes with:
the sharp increase in the share price of the Common Stock and the
substantial growth in the Company's market capitalization from 1996 to
1997;
the progress made in the pharmaceutical business through the launch of two
blockbuster products -- cholesterol-lowering agent Lipitor'r', the most
successful new pharmaceutical product ever introduced in the United
States, and type 2 diabetes drug Rezulin'r', which exceeded the Company's
goals for sales and market share;
the strong stock market verification of the Company's 'Regeneration
Project,' whereby assets were sold to provide funding for the heavy
clinical spending required to bring Lipitor'r' and Rezulin'r' to market as
rapidly as possible;
the purchase of the remaining interest of the Jouveinal Group the Company
did not already own to strengthen Warner-Lambert's presence in France, the
world's fourth largest pharmaceutical market;
the purchase of Hickson Pharmachem Ltd., a fine chemical manufacturing
facility in Ireland;
the naming of Warner-Lambert by a prominent drug industry periodical
'pharmaceutical company of the year';
the launch of confectionery products Dentyne'r' Ice'tm', Certs'r' Powerful
Mints with Retsyn'r' and Certs'r' Cool Mint Drops'r' Freshmint;
the entrance into the field of nutraceutical products with the launch of
Halls'r' Zinc Defense'tm' cold season dietary supplement;
the forging of several mutually productive business and scientific
partnerships; and
the continued support of Warner-Lambert's established brands throughout
the world.
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The Committee noted Mr. Goodes' leadership role in the Company's financial
achievements during the year and the impact of his commitment to the Company's
core businesses and his strategic vision in making 1997 one of the most
successful years in the Company's history.
COMPENSATION COMMITTEE MEMBERS
Donald C. Clark, Chairman
John A. Georges
William R. Howell
Alex J. Mandl
Lawrence G. Rawl
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PERFORMANCE GRAPH
The graph set forth below compares the yearly percentage change in
Warner-Lambert's cumulative total shareholder return on its Common Stock to the
cumulative total return of the Standard & Poor's 500 Stock Index (the 'S&P 500')
and of a peer group index comprised of Abbott Laboratories, American Home
Products Corporation, Bristol-Myers Squibb Company, Eli Lilly and Company,
Johnson & Johnson, Merck & Co., Inc., Pfizer Inc. and Schering-Plough
Corporation.
[GRAPH -- WARNER-LAMBERT COMPANY]
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December 31.. 1992 1993 1994 1995 1996 1997
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Warner-Lambert 100.00 100.98 119.13 154.88 244.80 411.16
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S&P 500 100.00 110.01 111.51 153.27 188.35 251.12
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Peer Group 100.00 93.51 105.74 170.30 214.25 332.97
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* Assumes that the value of the investment in Warner-Lambert Common Stock and
each index was $100 on December 31, 1992 and that all dividends were reinvested.
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BOARD OF DIRECTORS' PROPOSAL RELATING TO
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The firm of Price Waterhouse LLP has audited the consolidated financial
statements of Warner-Lambert for many years and the Audit Committee has
recommended, and the Board of Directors has approved, the appointment of this
firm to continue such services. Accordingly, the Board of Directors recommends
that the appointment of Price Waterhouse LLP to audit the consolidated financial
statements of Warner-Lambert and its subsidiaries for the year 1998 be approved.
A representative of Price Waterhouse LLP will be present at the meeting to
answer any questions by stockholders relating to its audit of the consolidated
financial statements of Warner-Lambert for 1997 and other appropriate questions.
The aggregate fees for worldwide audit services in connection with the 1997
audit performed by Price Waterhouse LLP for Warner-Lambert were approximately
$4.2 million.
Approval of the foregoing will require the affirmative vote of a majority
of the votes cast. The persons named in the enclosed form of Proxy have advised
that it is their intention to vote each Proxy for such proposal, unless a
contrary decision is indicated on the Proxy.
BOARD OF DIRECTORS' PROPOSAL RELATING TO AMENDMENT OF RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
Subject to stockholder approval, the Board of Directors has approved an
amendment to the Restated Certificate of Incorporation of Warner-Lambert to
increase the number of authorized shares of Common Stock from 500,000,000 shares
to 1,200,000,000 shares in order to effectuate a three-for-one stock split. The
par value of the Common Stock would remain at $1.00 per share. The Board of
Directors recommends that such increase in the number of authorized shares of
Common Stock be approved by the stockholders.
The proposed amendment of the Restated Certificate of Incorporation will be
effected by deleting the introductory paragraph of Article FOURTH of
Warner-Lambert's Restated Certificate of Incorporation, as amended, and
substituting a new introductory paragraph that reads in full as follows:
'FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is One Billion Two Hundred and
Five Million (1,205,000,000) shares consisting of One Billion Two Hundred
Million (1,200,000,000) shares of Common Stock of the par value of One
Dollar ($1) per share (hereinafter called the 'Common Stock') and Five
Million (5,000,000) shares of Preferred Stock of the par value of One
Dollar ($1) per share (hereinafter called the 'Preferred Stock').'
The Board of Directors has also authorized a three-for-one stock split of
Warner-Lambert's Common Stock, conditional upon the approval by the stockholders
of the proposed amendment of the Restated Certificate of Incorporation. The
Board believes that the stock split will broaden the potential market for the
Common Stock and result in a wider distribution of shares, which the Board
believes to be in the best interests of Warner-Lambert and its stockholders.
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If the stockholders approve the proposed amendment, the Company intends to
use the latest technology, the Direct Registration System, to issue additional
shares. Through 'book-entry' form, each stockholder's account will be credited
with two additional shares of Common Stock, par value $1.00 per share, for each
share registered in such person's name on May 8, 1998, the record date
established by the Board of Directors for the stock split. It is anticipated,
that, through this 'book-entry' approach, the additional shares will be
registered on the books of the Company maintained by its transfer agent on or
about May 22, 1998. Stockholders will not receive additional stock certificates
unless they request them. Presently issued certificates will continue to
represent the same number of shares, par value $1.00 per share. Presently issued
certificates will not be exchanged for new certificates and should not be
returned to the Company or to its transfer agent.
Based on the number of shares of Common Stock currently issued (including
shares held in treasury) and shares currently reserved for issuance under
Warner-Lambert's benefit plans, and after giving effect to be proposed stock
split, there would be approximately 962 million shares of Common Stock issued
(including those held in treasury) and approximately 201 million shares reserved
for issuance under Warner-Lambert's benefit plans. The shares reserved under
benefit plans are primarily attributable to the 1996 Stock Plan, under which
stock awards may be granted until April 23, 2007. In addition, pursuant to the
Company's Amended and Restated Rights Agreement, dated as of March 25, 1997,
preferred share purchase rights have been reserved for possible issuance under
the Agreement in an amount equal to the number of shares of Common Stock
outstanding or reserved for issuance. In certain circumstances, shares of Common
Stock could become issuable upon exercise of such rights in an amount not
determinate until such time as the rights become exercisable.
The stock split will have the effect of tripling the number of shares of
Common Stock issuable upon exercise of options and alternate rights that have
been granted under Warner-Lambert's stock plans and the limit on the number of
shares that may be issued to any individual in any year and dividing the option
price per share with respect to such options and alternate rights by three. In
addition, the number of shares of restricted stock granted to Company employees
and Directors and the Common Stock equivalents held by directors under
Warner-Lambert's deferred compensation arrangements will be tripled.
Under the proposed amendment, the number of unreserved shares of Common
Stock available for issuance would be approximately 37 million shares.
The increase in the number of authorized shares of Common Stock is believed
by the Board of Directors to be desirable in order to assure that there will be
additional authorized shares available for possible acquisitions, employee
benefit plans, dividends, stock splits and other general corporate purposes.
Warner-Lambert does not have any immediate plans, arrangements, commitments or
understanding with respect to the issuance of any of the additional shares of
Common Stock which would be authorized by the proposed amendment. No further
action or authorization by Warner-Lambert's stockholders would be necessary
prior to the issuance of the additional shares of Common Stock unless required
by applicable law or regulatory agencies or by the rules of any stock exchange
on which Warner-Lambert's securities may then be listed. The holders of any of
the additional shares of Common Stock issued in the future would generally have
the same rights and privileges as the holders of the shares of Common Stock
currently authorized and outstanding. Those rights do not include
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preemptive rights with respect to the future issuance of any such additional
shares. In addition, the increase in authorized shares of Common Stock could,
under certain circumstances, have an anti-takeover effect by, for example,
allowing issuance of shares that would dilute the stock ownership of a person
seeking to effect a change in the composition of the Board or contemplating a
tender offer or other similar transaction. However, this proposal is not being
made in response to any effort of which the Company is aware to accumulate the
Common Stock or obtain control of the Company.
Warner-Lambert has been advised by tax counsel that the proposed stock
split would result in no gain or loss or realization of taxable income to
holders of Common Stock under existing Federal income tax laws. The cost basis
for tax purposes of each new share and each retained share of Common Stock would
be equal to one-third of the cost basis for tax purposes of the corresponding
share immediately preceding the stock split. In addition, the holding period for
the additional shares issued pursuant to the stock split includes the holding
period for the original share of Common Stock.
If a stockholder elects to sell or purchase shares of Warner-Lambert's
Common Stock following approval of the proposed amendment of the Restated
Certificate of Incorporation and the effectuation of the stock split, stock
transfer taxes (if applicable) may be higher in a transaction involving an
equivalent aggregate market value because of the greater number of shares, and
the brokerage commission may also be higher. Stockholders may wish to determine
from their brokers the commission applicable for the additional number of
shares.
The Board of Directors recommends that the stockholders vote for approval
of the proposed amendment of Warner-Lambert's Restated Certificate of
Incorporation as described above.
Approval of such amendment will require the affirmative vote of a majority
of the outstanding Common Stock. The persons named in the enclosed form of Proxy
have advised that it is their intention to vote each Proxy for such proposal
unless a contrary decision is indicated on the Proxy.
RESOLUTION PROPOSED BY STOCKHOLDER --
OPPOSED BY THE BOARD OF DIRECTORS
Warner-Lambert has been informed by Mr. Thomas Strobhar, 2121 Upper Bellbrook
Road, Xenia, Ohio 45385, holder of 25 shares of Common Stock, that he will
introduce at the meeting the resolution and statement in support set forth
below.
Whereas, the company makes two oral contraceptive products, Loestrin'r' and
Estrostep'r';
Whereas Pro Vita Advisors and St. Antoninus Institute are urging a boycott of
our products.
Whereas Catholics constitute approximately 25% of the population of this country
and are a significant presence in other market areas.
RESOLVED that shareholders ask management to take steps to accomplish a
separation of the Corporation's contraceptive business from all its
non-contraceptive business by January 1, 1999.
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SUPPORTING STATEMENT
The proponent of this resolution did not think it advisable to challenge the
Company's involvement in contraceptive production because it represents less
than 5% of its annual revenues. A spin-off may make us more attractive to a
broader spectrum of consumers and investors.
If you agree that Warner Lambert should free itself of any involvement in the
manufacture of contraceptives in the United States of America or anywhere in the
world, please vote 'yes' (For) for this resolution.
THE BOARD OF DIRECTORS DOES NOT SUPPORT THIS PROPOSAL AND
RECOMMENDS THAT THE STOCKHOLDERS VOTE AGAINST THE RESOLUTION.
Warner-Lambert manufactures two oral contraceptive products -- Estrostep'r' and
Loestrin'r' -- that are indicated for the prevention of pregnancy in women who
elect to use these products as a method of contraception. Oral contraceptives
have been on the market for over thirty years, are currently sold by a number of
large pharmaceutical companies and have been accepted by the U.S. Food and Drug
Administration as safe and effective when used in accordance with labeling.
Warner-Lambert is a worldwide company devoted to discovering, developing,
manufacturing and marketing quality pharmaceutical, consumer healthcare and
confectionery products. Our oral contraceptive products are an integral part of
our women's healthcare group. As a result, we believe that our oral
contraceptive business is important to our pharmaceutical business.
For these reasons, the Board of Directors recommends a vote AGAINST the
foregoing proposal. Approval of the proposal will require the affirmative vote
of a majority of the votes cast. The persons named in the enclosed form of Proxy
have advised that it is their intention to vote each Proxy against the proposal,
unless a contrary direction is indicated.
STOCKHOLDER PROPOSALS
From time to time stockholders present proposals which may be proper
subjects for inclusion in the Proxy Statement and for consideration at the
annual meeting. In order to be considered, such proposals must be submitted on a
timely basis. Proposals for the 1999 annual stockholders' meeting must be
received at Warner-Lambert's principal executive offices no later than November
6, 1998. Any such proposals, as well as any questions relating thereto, should
be directed to the Secretary of Warner-Lambert.
OTHER INFORMATION
The cost of the solicitation of Proxies by the Board of Directors, other than
from participants in the Company's Savings and Stock Plan, will be borne by
Warner-Lambert. The cost of solicitation of Proxies from participants in the
Savings and Stock Plan will be borne by such Plan. Solicitation of proxies will
be made by mail, and, in addition, may be made by officers and employees of
Warner-Lambert, personally or by telephone or telegram. Forms of Proxies and
proxy materials may also be distributed, through brokers, custodians and other
like parties to the beneficial owners of Common Stock of Warner-Lambert.
Warner-Lambert has also retained Kissel-Blake Inc. to aid in solicitation of
Proxies at an anticipated cost not in excess of $14,500.
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APPENDIX 1
WARNER-LAMBERT COMPANY
PROXY FOR THE ANNUAL MEETING TO BE HELD AT 10:30 O'CLOCK, EASTERN DAYLIGHT
SAVING TIME, TUESDAY MORNING, APRIL 28, 1998.
THE PARSIPPANY HILTON HOTEL, ONE HILTON COURT, PARSIPPANY, NEW JERSEY
P
R Melvin R. Goodes, Lodewijk J. R. de Vink and Ernest J. Larini and each
O of them, with full power of substitution, are hereby authorized to
X represent and to vote and act with respect to all stock of the undersigned
Y at the Annual Meeting of Stockholders of Warner-Lambert Company on April
28, 1998, and any adjournment or adjournments thereof, as designated
herein upon the proposals set forth herein and, in their discretion, upon
such other matters as may properly be brought before the meeting.
<TABLE>
<S> <C>
_______________________________________________________________________
Nominees for election to the Board of Directors: Change of Address
R. N. Burt, D. C. Clark, L.J.R. de Vink, J. A. Georges, _________________________________________
M. R. Goodes, W. H. Gray III, W. R. Howell, L. D. Leffall, Jr.,
P. S. Longe, G.A. Lorch, A. J. Mandl, L. G. Rawl and M. I. _________________________________________
Sovern
_________________________________________
_______________________________________________________________________ _________________________________________
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card)
-------------
SEE REVERSE
SIDE
-------------
</TABLE>
FOLD AND DETACH HERE
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
<PAGE>
X Please mark your 0110
votes as in this
example.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE CORPORATION. When
properly executed it will be voted as directed by the stockholder but, unless
otherwise specified, it will be voted FOR the election of Directors, FOR
proposal (2), FOR proposal (3), and AGAINST proposal (4).
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS, FOR
PROPOSALS (2) AND (3), AND AGAINST PROPOSAL (4).
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<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Election of [ ] [ ] 2. Price Waterhouse [ ] [ ] [ ] 4. Stockholder proposal [ ] [ ] [ ]
Directors LLP as independent relating to the
(see reverse) accountants Company's oral
contraceptive business
For, except vote withheld from the
following nominee(s): 3. Amendment of [ ] [ ] [ ]
Certificate of
- ------------------------------- Incorporation to
Increase Authorized
Common Stock
PLEASE SEND AN ADMITTANCE CARD [ ]
CHANGE OF ADDRESS ON REVERSE SIDE [ ]
</TABLE>
SIGNATURE(S) _______________________________________________ DATE ______________
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH SIGN.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH.
FOLD AND DETACH HERE
If you plan to attend the meeting, please check the box above and an admittance
card will be mailed to you.
STATEMENT OF DIFFERENCES
The trademark symbol shall be expressed as................................'tm'
The registered trademark symbol shall be expressed as......................'r'
