AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
April 30, 1998
REGISTRATION NO. 333-
============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
WARNER-LAMBERT COMPANY
(Exact name of registrant as specified in charter)
DELAWARE 22-1598912
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
_______________
Warner-Lambert Company
201 Tabor Road
Morris Plains, New Jersey 07950-2693
(973) 540-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_______________
Gregory L. Johnson, Esq.
Vice President and General Counsel
Warner-Lambert Company
201 Tabor Road
Morris Plains, New Jersey 07950-2693
(973) 540-2895
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
_______________
Copies Of All Communications To:
James M. Cotter, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3909
_______________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration
Statement. If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box: /_/
<PAGE>
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /_/ ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /_/ ____________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /_/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Title of Securities to Amount to Offering Price Aggregate Registration
be Registered be Registered Per Share<F1> Offering Price<F1> Fee<F1>
- ---------------------- -------------- ------------------- ---------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock<F2> 3,000,000 $185.59375 $556,781,250 $164,250.47
<FN>
<F1> Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
proposed maximum offering price per share, the proposed maximum
aggregate offering price and the amount of registration fee have been
computed on the basis of the average of the high and low closing prices
of the Common Stock reported on the New York Stock Exchange Composite
Tape on April 28, 1998.
<F2> Includes Preferred Share Purchase Rights which, prior to the occurrence
of certain events will not be exercisable or evidenced separately from
the Common Stock.
</TABLE>
_______________
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
============================================================================
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED APRIL 30, 1998
WARNER-LAMBERT COMPANY
___________________
3,000,000 SHARES
COMMON STOCK
PAR VALUE $1.00 PER SHARE
___________________
The shares (the "Shares") of Common Stock, par value $.01 (the "Common
Stock"), of Warner-Lambert Company (the "Company") offered hereby may be
purchased pursuant to the exercise of transferable options issued by the
Company to participants in the Company's 1987 Stock Option Plan, 1989 Stock
Plan, 1992 Stock Plan and 1996 Stock Plan and transferred by those
participants. See "Plan of Distribution."
On April 28, 1998, the last reported sale price of the Common Stock on
the New York Stock Exchange was $185.3125 per share.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCU-
RACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________
The date of this Prospectus is ____________, 1998
<PAGE>
No person is authorized to give any information or to make any
representation other than as contained in this Prospectus in connection with
the offering described herein and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall create, under any circumstances, any implication that there has been no
change in the facts set forth since the date of grant This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
securities in any state to any person to whom it is unlawful to make such
offer or solicitation in such state.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Commission.
Such reports, proxy solicitation materials and other information concerning
the Company may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission located
at Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511 and at
Suite 1300, 7 World Trade Center, New York, New York 10048. Copies of such
material can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 upon payment of
the fees prescribed by the Commission. The Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements
and other information regarding registrants such as the Company that file
electronically with the Commission. Such reports and other information also
can be inspected at the offices of the New York Stock Exchange, Inc.,
20 Broad Street, New York, New York 10005.
ADDITIONAL INFORMATION
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as
the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Shares offered hereby. This
Prospectus, which forms a part of such Registration Statement, does not
contain all the information set forth in such Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of
the Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily
complete; with respect to each such contract, agreement or other document
filed as an exhibit to such Registration Statement, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference. Any
interested parties may inspect such Registration Statement, without charge,
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and may obtain copies of all or any
part of it from the Commission upon payment of the fees prescribed by the
Commission. Such Registration Statement also can be inspected at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005. Neither the delivery of this Prospectus or any Prospectus Supplement
nor any sales made hereunder or thereunder shall under any circumstances
create any implication that the information contained herein or therein is
correct as of any time subsequent to the date of grant or thereof or that
<PAGE>
there has been no change in the affairs of the Company since the date of
grant or thereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed by the Company with the
Securities and Exchange Commission (the "Commission") are hereby incorporated
by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K (File no. 1-3608) for the
year ended December 31, 1997.
(b) The description of the Company's Preferred Share Purchase Rights
contained in the Company's Registration Statement on Form 8-A dated
June 28, 1988, as amended by Form 8-A/A dated July 5, 1989 and by
Form 8-A/A dated March 27, 1997 (File no. 1-3608).
(c) The description of the Company Common Stock contained in the
Company's Registration Statement filed under Section 12 of the
Exchange Act, including any amendments or reports filed for the
purpose of updating such description.
All documents and reports subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering made by this
Prospectus shall be deemed to be incorporated by reference herein. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any subsequently filed document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents that are incorporated herein by
reference, other than exhibits to such information (unless such exhibits are
specifically incorporated by reference into such documents). Requests should
be directed to Warner-Lambert Company 201 Tabor Road, Morris Plains, New
Jersey 07950, Attention: Secretary (telephone 973-540-2000).
<PAGE>
THE COMPANY
The Company was incorporated under the laws of the State of Delaware in
1920. The Company's principal executive offices are located at 201 Tabor
Road, Morris Plains, New Jersey 07950-2693 (Telephone: (973) 540-2000).
The Company develops, manufactures and markets a widely diversified line
of health care and consumer products. Its principal industry segments are
pharmaceutical products, consisting principally of ethical pharmaceuticals,
biologicals and empty hard-gelatin capsules; consumer health care products,
consisting principally of over-the-counter health care, shaving and pet care
products; and confectionery products, consisting principally of chewing gums
and breath mints.
USE OF PROCEEDS
The amount of the proceeds to be received upon exercise of the
transferable options to which this Prospectus relates will depend upon the
exercise prices of the options and the extent to which they are exercised.
Expenses of the offering will be minimal. The proceeds from the sale of the
Common Stock will be used for general corporate purposes.
PLAN OF DISTRIBUTION
The shares of Common Stock of the Company covered by this Prospectus are
being offered by the Company to transferees of transferable options
("Transferees") granted to officers and certain other key employees of the
Company and its subsidiaries ("Original Grantees") pursuant to the Company's
1987 Stock Option Plan, 1989 Stock Plan, 1992 Stock Plan and 1996 Stock Plan
(collectively, the "Plans"). This Prospectus relates to an aggregate of
3,000,000 shares of Common Stock.
General Information
The following description of stock options granted under the Plans
("Options") is qualified in its entirety by the actual terms of the Plans,
copies of which will be provided to any Transferee upon written request to
the Company. The granting of a stock option under any Plan does not impose
any obligation on the Company or any subsidiary to continue the employment of
an Original Grantee and does not lessen or affect the right to terminate the
employment of an Optional Grantee.
The terms and conditions of each Option are established by the
Compensation Committee of the Board of Directors. The following information
is indicative of the Company's general practice and does not necessarily
reflect the provisions of a particular Option grant.
Option Term. In no event will Options be exercisable after the
expiration of ten years from the date of grant. Options may not be exercised
until the expiration of one year from the date of grant, and, except as
provided described below under "Termination of Employment Before Age 55,"
"Death While Employed" and "Rule of 80 or Attainment of Age 65," Options may
not be exercised unless the Original Grantee has remained in the continuous
employ of the Company, or any of its subsidiaries, from the date of grant
until the date of exercise. After the expiration of the one-year period
<PAGE>
referred to above, an Option may be exercised from time to time, provided
that the aggregate number of shares of Common Stock acquired pursuant to
exercise of the Option is not in excess of:
1. after 1 year, but before the expiration of 2 years from the
date of grant, 25% of the total number of shares which may be purchased
pursuant to the Option;
2. after 2 years, but before the expiration of 3 years from the
date of grant, 50% of the total number of shares which may be purchased
pursuant to the Option;
3. after 3 years, but before the expiration of 4 years from the
date of grant, 75% of the total number of shares which may be purchased
pursuant to the Option; and
4. after 4 years from the date of grant, 100% of the total number
of shares which may be purchased pursuant to the Option.
Exercise of Option. Exercise of an Option, in whole or in part, shall
be made in accordance with procedures established by the Company from time to
time. Upon the exercise of the Option, payment for the shares of Common
Stock shall be made in cash. Alternatively, upon the exercise of an Option,
shares shall be purchased at the exercise price and sold on the New York
Stock Exchange by the Company's broker. The Transferee will be paid the
transaction price (as determined in accordance with Company procedures) net
of exercise price, brokerage commission, Securities and Exchange Commission
fees and appropriate taxes. Upon exercise by a Transferee of an Option, any
federal state or local withholding taxes arising from the exercise are the
obligation of the Original Grantee.
Transferability. An Original Grantee may transfer an Option (and
ancillary rights associated therewith) for no consideration to the Original
Grantee's family members, including trusts or other legal entities
established for the benefit of the optionee's family members. Any such
transfer shall be in accordance with procedures and subject to limitations
which the Committee may establish. An Option which has been transferred in
accordance with this paragraph shall remain subject to all the terms and
conditions thereof (as such terms and conditions may thereafter be modified
by the Committee in accordance with the terms of the Plan) and may not be
transferred again other than by will or pursuant to the laws of descent and
distribution.
Exercise After Termination of Employment. The following paragraphs
describe circumstances under which a Transferee may exercise an Option
subsequent to the termination of the Original Grantee's employment with the
Company or any of its subsidiaries. In all cases, the post-termination
exercise periods described below are subject to the limitation that no Option
may be exercised after the expiration of ten years from the date of grant.
If the Original Grantee's employment terminates after one year from the
date of grant and before age 55, and if the Original Grantee had been in the
continuous employ of the Company, or any of its subsidiaries, from the date
of grant until such termination, the Transferee may exercise this Option
within three months after the date of such termination, if and to the extent
it was exercisable at the date of such termination, giving effect to the
<PAGE>
percentage limitations described above under "Option Term" and except as
described below under "Forfeiture of Unexercised Options."
If the Original Grantee's employment terminates after one year from the
date of grant on or after age 55, and if the Original Grantee had been in the
continuous employ of the Company, or any of its subsidiaries, from the date
of grant until such termination, and if the Original Grantee was entitled to
exercise an Option at the date of such termination, the Transferee may
exercise the Option until the later of (i) the three-year period after
termination of the Original Grantee's employment, or (ii) the period after
termination of the Original Grantee's employment which is equal to the number
of full months that the Option has been outstanding prior to such
termination, except as described below under "Forfeiture of Unexercised
Options" and "Employment by a Competitor". In such case, the percentage
limitations of described above under "Option Term" shall not apply.
If the Original Grantee should die on or after a date one year from the
date of grant, while in the employ of the Company or any of its subsidiaries,
and if the Original Grantee was entitled to exercise an Option at the date of
the Original Grantee's death, the Transferee may exercise the Option until
the later of (i) the three-year period after termination of the Original
Grantee's employment, or (ii) the period after termination of the Original
Grantee's employment which is equal to the number of full months that the
Option has been outstanding prior to such termination. In such case, the
percentage limitations described above under "Option Term" shall not apply.
If the Original Grantee's employment should terminate before age 55 and
if the Original Grantee should die within the three-month period after the
date of termination, an Option shall be exercisable by the Transferee within
twelve months following the date of the Original Grantee's death, if and to
the extent the Original Grantee was entitled to exercise this Option at the
date of the Original Grantee's death, giving effect to the percentage
limitations as described above under "Option Term" and except as described
below under "Forfeiture of Unexercised Options."
If the Original Grantee's employment should terminate on or after age 55
and if the Original Grantee should die after the date of termination, and if
the Original Grantee was entitled to exercise this Option at the date of the
Original Grantee's death, this Option shall be exercisable by the Transferee
until the latest of (i) the three-year period after termination of the
Original Grantee's employment, (ii) the period after termination of the
Original Grantee's employment which is equal to the number of full months
that the Option has been outstanding prior to such termination, or (iii) the
twelve-month period following the Original Grantee's death provided the
Original Grantee's death occurs before the later of (i) or (ii), except as
described below under "Forfeiture of Unexercised Options" and "Employment by
a Competitor." In such case, the percentage limitations described above
under "Option Term" shall not apply.
In the case of Options Transferred by Original Grantees who were
corporate officers grade 17 and above on the date of grant, if after a date
one year from the date of grant, the Original Grantee has satisfied the "Rule
of 80," as hereinafter described, when the Original Grantee's employment
terminates or the Original Grantee has attained age 65 when the Original
Grantee's employment terminates, the Transferee may exercise the Option until
the expiration of ten years from the date of grant of the Option, except as
described below under "Forfeiture of Unexercised Options" and "Employment by
<PAGE>
a Competitor." The percentage limitations as described above under "Option
Term" shall not apply to Options exercised as described in this paragraph.
The Original Grantee will satisfy the "Rule of 80" if the Original Grantee's
employment terminates (including death while employed) on or after age 55 and
if the sum of the Original Grantee's age at termination (in full and partial
years) plus the Original Grantee's period of service with the Company or any
of its subsidiaries (in full and partial years), equals at least 80. In the
event of the Original Grantee's death after termination of employment, the
Transferee may exercise the installment in accordance with the provisions of
this paragraph to the same extent that such provisions were applicable to the
Original Grantee.
Certain Events. Each Option is accompanied by Limited Rights (as
defined in the Plan) for the number of shares subject to the Option. These
Limited Rights shall be exercised automatically (as an alternative to the
exercise of the related Option) on the date of the occurrence of a Change in
Control of Warner-Lambert Company (as defined in the applicable Plan) and
exercise of a Limited Right automatically cancels the related Option. Upon
exercise of a Limited Right, the Transferee shall be entitled to receive a
cash payment equal to the excess of the Fair Market Value of a share of
Common Stock (which is, generally, the price at which the Change in Control
is effected) over the Option exercise price, multiplied by the number of
shares with respect to which the Limited Right is being exercised. The
Limited Rights expire on the first to occur of the exercise or expiration of
the related Option. Notwithstanding the foregoing, in the event of certain
transactions which effect a Change in Control of Warner-Lambert Company as
set forth in the respective Plans, Options granted hereunder shall convert to
options to acquire shares of the company which other shareholders of Warner-
Lambert Company receive in the transaction ("Rollover Options"). The terms
and conditions of the Rollover Options, including the number of shares,
exercise price and exercise period, shall be determined in accordance with
the provisions of the respective Plans.
Forfeiture of Unexercised Options. If the employment of an Original
Grantee who was a corporate officer grade 17 and above on the date of grant
is terminated for cause, Options granted to the Original Grantee shall
terminate. Determinations of cause shall be made in the sole discretion of
Management and shall include, but not be limited to, terminations for
violation of the Management Integrity Policy, sexual harassment or theft.
Exceptions to the application of this provision may be made by the
Compensation Committee. This provision is not intended to, nor shall it,
alter the Original Grantee's status as an employee-at-will.
Employment by a Competitor. Notwithstanding any other provision of the
Option, if the employment of an Original Grantee who was a corporate officer
grade 17 and above on the date of grant terminates at or after age 55 and the
Original Grantee becomes employed by a competitor of the Company in any
capacity (e.g, as an employee, consultant or otherwise) within two (2) years
after the termination of the Original Grantee's employment, any portion of an
Option which is then outstanding shall expire 90 days after the commencement
of the Original Grantee's employment with the competitor.
Nonqualified Stock Option. Options constitute nonqualified stock
options for Federal income tax purposes and not incentive stock options. The
Plans are not subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
<PAGE>
Administration. The purpose of the Plans is to provide incentive to the
colleagues of the Company, to recognize and reward their efforts and
accomplishments, to attract and retain persons of competence and to gain for
the Company the advantages inherent in employees having a sense of
proprietorship. The Plans are administered by a Committee of the Board of
Directors of the Company (the "Board") consisting of not less than three non-
employee directors of the Company who are appointed by and serve at the
pleasure of the Board (the "Committee"). The Committee has authority to
determine the colleagues who will be granted stock awards and the number of
shares attached to each award, to establish rules and regulations for
administration of the Plans, to include in each instrument evidencing an
Option such terms and conditions as it deems appropriate and which are not
inconsistent with the Plans and, unless otherwise determined by the Board, to
decide finally all questions arising under the Plans. Subject to certain
limitations stated in the Plans, the Board and the Committee may alter,
amend, suspend or terminate the Plans. Except in limited circumstances, the
Board may not make any change which would impair the rights of a holder of an
Option previously granted without the consent of the holder.
Miscellaneous. A grant of an Option shall not give the Original Grantee
or a Transferee any right or status of any kind as a shareholder of the
Company in respect of any shares covered by the Option or entitle the
Original Grantee or a Transferee to any dividends or other distributions
thereon unless and until said shares shall have been registered in the
Transferee's name.
The granting of an Option shall not confer upon the Original Grantee any
right to continue in the employ of the Company or any of its subsidiaries.
The Company reserves discretionary authority to construe and interpret
the Plans and the terms and conditions of the Options, and any such
determination shall be final and binding.
The Company may amend the terms and conditions of any Option as it may
deem necessary or desirable in order to make available the benefits of the
laws of any jurisdiction.
The shares of Common Stock issuable or deliverable upon the exercise of
Options granted under the plan may be authorized and unissued shares or
issued shares which have been reacquired by the Company and held in its
treasury.
Notwithstanding any other provisions hereof, the Company reserves the
right to modify the provisions governing the exercise of any Option,
including the determination of the date upon which an Option exercise is
considered effective and the transaction price whereby the amount of sales
proceeds are determined.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Company by Gregory L. Johnson, Vice President and General Counsel of the
Company.
<PAGE>
EXPERTS
The consolidated financial statements for the years ended December 31,
1997, 1996 and 1995 incorporated by reference in this Prospectus have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing.
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than those contained in
this Prospectus or any Prospectus Supplement, in connection with the offering
made by this Prospectus and any Prospectus Supplement, and information or and
representations not herein contained, if given or made, must not be relied
upon as having been authorized. This Prospectus or any Prospectus Supplement
does not constitute and offer to sell, or a solicitation of an offer to buy,
the securities offered hereby to any person or by anyone in any jurisdiction
in which such offer or solicitation may not be made. Neither the delivery of
this Prospectus or any Prospectus Supplement nor any sales made hereunder or
thereunder shall under any circumstances create any implication that the
information contained herein is correct as of any time subsequent to the date
of grant or thereof or that there has been no change in the affairs of the
Company since the date of grant or thereof.
TABLE OF CONTENTS
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . 4
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . 5
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
<PAGE>
3,000,000 Shares
Warner-Lambert
Company
Common Stock
______________
PROSPECTUS
______________
May __, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . $164,250
Blue Sky fees and expenses . . . . . . . . . . . . . . . . . . . . . 0
Printing and engraving expenses . . . . . . . . . . . . . . . . . . . 500
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . 10,000
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $180,250
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "Delaware Law"), the Company's Certificate of
Incorporation includes a provision that eliminates the personal liability of
a director to the Company or its stockholders for monetary damages arising
out of the director's breach of his or her fiduciary duty of care, except as
follows. A director remains potentially liable for monetary damages (unless
otherwise permitted by applicable law) for (a) breach of the director's duty
of loyalty to the Company or its stockholders, (b) acts or omissions not in
good faith or which involve misconduct or a knowing violation of law, (c) an
improper payment of a dividend or an improper redemption or repurchase of the
Company's stock (as provided in Section 174 of the Delaware Law) or (d) any
transaction from which a director derives an improper personal benefit. Any
repeal or modification of this provision will not affect any right or
protection of a director that exists at the time of such repeal or
modification.
Section 145 of the Delaware Law empowers a Delaware corporation to
indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of such corporation), by reason of the fact that such person is
or was an officer, director, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise. The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer, director, employee or agent acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his or her conduct was unlawful. A
Delaware corporation may indemnify officers and directors in an action by or
in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him or her against
the expenses which such officer or director actually and reasonably incurred.
<PAGE>
Article VII of the By-Laws of the Company provides in terms similar to
those of Section 145 of the Delaware Law that the Company shall have power
and shall be required to indemnify its directors and officers in accordance
with the Delaware Law.
Under the terms of various Directors and Officers Liability and
Corporation Reimbursement Liability Policies, the directors and officers of
the Company are insured, subject to applicable policy exclusions, limits and
deductibles, against any loss incurred in connection with any claim made
against them or any of them for any actual or alleged breach of duty,
neglect, error, misstatement, misleading statement, omission or other act
done or wrongfully attempted, or any matter not excluded by the terms and
conditions of the policy, claimed against them solely by reason of their
being directors or officers of the Company. The foregoing statements are
subject to the detailed provisions of such Policies.
The Company has entered into indemnification agreements with each of its
directors and officers. Such indemnification agreements provide that the
Company will pay certain amounts incurred by a director or officer in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, and
specifically including actions by or in the name of the Company (referred to
as derivative suits), where the individual's involvement is by reason of the
fact that he or she is or was a director or officer. Such amounts include, to
the maximum extent permitted by law, attorneys' fees, judgments, civil or
criminal fines, settlement amounts, and other expenses customarily incurred
in connection with legal proceedings. Under each indemnification agreement, a
director or officer will not be indemnified if he or she is found not to have
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company. Each indemnification
agreement provides a number of procedures and presumptions used in the
determination of the right to indemnification, as well as a requirement that
in order to receive an advancement of expenses, the director or officer must
submit an undertaking to repay any expenses advanced on his or her behalf
with respect to which it is later determined the director or officer was not
entitled to receive. Each indemnification agreement is effective for actions
arising out of acts or omissions which may have occurred before or after the
execution of such indemnification agreement. The foregoing statements are
subject to the detailed provisions of such indemnification agreements.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit
Number Description
- ------- -----------
(3) Articles of Incorporation and By-Laws
(a) Restated Certificate of Incorporation of Warner-Lambert
Company filed November 10, 1972, as amended to April 23, 1996
(Incorporated by reference to Warner-Lambert's Current Report
on Form 8-K, dated April 23, 1996).
(b) By-Laws of Warner-Lambert Company, as amended to October 25,
1998 (Incorporated by reference to Warner-Lambert's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1988
(File No. 1-3608)).
<PAGE>
(4) Instruments defining the rights of security holders, including
indentures.
(a) Amended and Restated Rights Agreement, dated as of March 25,
1997, between Warner-Lambert Company and First Chicago Trust
Company of New York, as Rights Agent (Incorporated by
reference to Warner-Lambert's Registration Statement on Form
8-A, dated June 28, 1988, as amended by Form 8-A/A, dated July
5, 1989 and by Form 8-A/A, dated March 27, 1997 (File No. 1-
3608)).
(b) Warner-Lambert agrees to furnish to the Commission, upon
request, a copy of each instrument with respect to issues of
long-term debt of Warner-Lambert. The principal amount of
debt issues authorized under each such instrument does not
exceed 10% of the total assets of Warner-Lambert.
(5) Opinion of Gregory L. Johnson
(23) Consents of Experts and Counsel
(a) Consent of Price Waterhouse LLP
(b) Consent of Gregory L. Johnson (included in Exhibit 5)
(24) Power of Attorney
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represents a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and the information
<PAGE>
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(i) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Morris Plains, State of New Jersey,
on this 29th day of April, 1998.
WARNER-LAMBERT COMPANY
(Registrant)
By /s/ Melvin R. Goodes
Melvin R. Goodes
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
- ------------------------------- ------------------------- -------------
/s/ Melvin R. Goodes* Chairman of the Board,
Melvin R. Goodes Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ Lodewijk J.R. de Vink* President, Chief
Lodewijk J.R. de Vink Operating Officer and
Director
/s/ Ernest J. Larini* Vice President and Chief
Ernest J. Larini Financial Officer
(Principal Financial
Officer)
/s/ Joseph E. Lynch* Vice President and
Controller
/s/ Robert N. Burt* Director
Robert N. Burt
/s/ Donald C. Clark* Director
Donald C. Clark
<PAGE>
Signature Title Date
- ------------------------------- ------------------------- -------------
/s/ John A. Georges* Director
John A. Georges
/s/ William H. Gray, III* Director
William H. Gray, III
/s/ William R. Howell* Director
William R. Howell
/s/ Dr. LaSalle D. Leffall, Jr.* Director
Dr. LaSalle D. Leffall, Jr.
/s/ Dr. Patricia Shontz Longe* Director
Dr. Patricia Shontz Longe
/s/ George A. Lorch* Director
George A. Lorch
/s/ Alex J. Mandl* Director
Alex J. Mandl
/s/ Lawrence G. Rawl* Director
Lawrence G. Rawl
/s/ Michael I. Sovern* Director
Michael I. Sovern
*By Raymond M. Fino April 29, 1998
Raymond M. Fino
Attorney-in-fact
<PAGE>
Exhibit 5
April 29, 1998
Warner-Lambert Company
201 Tabor Road
Morris Plains, New Jersey 07950-2693
Ladies & Gentlemen:
I have acted as counsel to Warner-Lambert Company, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") which the Company intends to file
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the "Securities Act"), relating to 3,000,000 shares of the
Company's common stock, par value $1.00 per share (the "Common Stock"), which
may be purchased pursuant to the exercise of transferable options issued by
the Company to participants in the Company's 1987 Stock Option Plan, 1989
Stock Plan, 1992 Stock Plan and 1996 Stock Plan (collectively the "Plans")
and transferred by those participants ("Transferred Options").
In connection with my opinions expressed below, I or members of the
Legal Department of the Company have examined copies of the Plans, the
Registration Statement (including the exhibits thereto) and the Prospectus
contained therein (the "Prospectus"). In addition, I have examined, and have
relied as to matters of fact upon, the originals or copies, certified or
otherwise identified to my satisfaction, of such corporate records,
agreements, documents and other instruments and such certificates or
comparable documents of public officials and of officers and representatives
of the Company, and have made such other and further investigations, as I
have deemed relevant and necessary as a basis for the opinions hereinafter
set forth.
<PAGE>
In such examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such latter documents. I have further
assumed that shares of Common Stock issued subsequent to the date of this
opinion, reacquired by the Company and subsequently transferred by the
Company upon exercise of Transferred Options will have been validly issued,
fully paid and non-assessable shares of Common Stock of the Company.
I hereby advise you that in my opinion shares of Common Stock issuable
in accordance with the respective Plans when issued or transferred from the
Company's treasury as contemplated by the Registration Statement, the
Prospectus and the Plans will be validly issued, fully paid and non-
assessable shares of Common Stock of the Company.
I am a member of the Bar of the State of New York and I do not express
any opinion herein concerning any law other than the law of the State of New
York and the Delaware General Corporation Law.
I hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement.
Very truly yours,
/s/ Gregory Johnson
<PAGE>
WARNER-LAMBERT COMPANY AND CONSOLIDATED SUBSIDIARIES
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated January 26, 1998, which appears on page 47 of the 1997 Annual Report to
Shareholders of Warner-Lambert Company, which is incorporated by reference in
Warner-Lambert Company's Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page 18 of such
Annual Report on Form 10-K. We also consent to the references to us under
the heading "Experts" in such Prospectus.
Price Waterhouse LLP
4 Headquarters Plaza North
Morristown, NJ 07962
April 29, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Warner-Lambert Company (the "Company") in their respective
capacities set forth below constitutes and appoints Melvin R. Goodes,
Lodewijk J.R. de Vink, Raymond M. Fino, Ernest J. Larini and Gregory L.
Johnson and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to do any
and all acts and all things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of shares of
Common Stock of the Company ("Common Stock") to be issued upon exercise by
transferees of the original optionees of stock options granted under the
Company's 1996 Stock Plan 1987 Stock Option Plan, 1989 Stock Plan, 1992 Stock
Plan and to the extent that any such registration may be required in the
opinion of the executive officers of the Company, upon the advice of counsel,
including without limitation, the power and authority to sign the name of the
undersigned individual in the capacity indicated below opposite the name of
such individual to the Registration Statement on Form S-3 or any Form
relating to the registration of such Common Stock, to be filed with the
Securities and Exchange Commission with respect to said Common Stock, to sign
any and all amendments (including post-effective amendments) and supplements
to such Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or either of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
- ------------------------------ ------------------------ --------------
/s/ Melvin R. Goodes Chairman of the Board, March 24, 1998
Melvin R. Goodes Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ Lodewijk J.R. de Vink President, Chief March 24, 1998
Lodewijk J.R. de Vink Operating Officer and
Director
<PAGE>
Signature Title Date
- ------------------------------ ------------------------ --------------
/s/ Ernest J. Larini Vice President and Chief March 24, 1998
Ernest J. Larini Financial Officer
(Principal Financial
Officer)
/s/ Joseph E. Lynch Vice President and March 24, 1998
Joseph E. Lynch Controller
/s/ Robert N. Burt Director March 24, 1998
Robert N. Burt
/s/ Donald C. Clark Director March 24, 1998
Donald C. Clark
/s/ John A. Georges Director March 24, 1998
John A. Georges
/s/ William H. Gray, III Director March 24, 1998
William H. Gray, III
/s/ William R. Howell Director March 24, 1998
William R. Howell
/s/ Dr. LaSalle D. Leffall, Jr. Director March 24, 1998
Dr. LaSalle D. Leffall, Jr.
/s/ Dr. Patricia Shontz Longe Director March 24, 1998
Dr. Patricia Shontz Longe
/s/ George A. Lorch Director March 24, 1998
George A. Lorch
/s/ Alex J. Mandl Director March 24, 1998
Alex J. Mandl
/s/ Lawrence G. Rawl Director March 24, 1998
Lawrence G. Rawl
/s/ Michael I. Sovern Director March 24, 1998
Michael I. Sovern
