SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 17, 1999
Date of Report (Date of earliest event reported)
WARNER-LAMBERT COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-3608 22-1598912
(Commission File Number) (IRS Employer
Identification No.)
201 Tabor Road, Morris Plains, New Jersey 07950-2693
(Address of principal executive offices) (Zip Code)
(973) 540-2895
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
The merger (the "Merger") of WLC Acquisition Corporation, a
California corporation and a wholly-owned subsidiary of Warner-Lambert
Company, a Delaware corporation (the "registrant" or "Warner-Lambert"), into
Agouron Pharmaceuticals, Inc., a California corporation ("Agouron") was
consummated on May 17, 1999. As a result of the Merger, each outstanding
share of Agouron Common Stock will be converted into shares of common stock,
par value $1.00 per share, of Warner-Lambert ("Warner-Lambert Common Stock")
at an exchange rate equal to 0.8934. Each outstanding option for shares of
Agouron Common Stock will be converted into options for the number of shares
of Warner-Lambert Common Stock that would have been received if such options
and warrants had been exercised immediately prior to the Merger.
The terms of the Merger were described in the Proxy
Statement/Prospectus included in Warner-Lambert's Registration Statement on
Form S-4 (File No. 333-76515).
A copy of the press release, dated May 17, 1999, issued by Warner-
Lambert and Agouron, relating to the above-described transaction is attached
as an exhibit to this report and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of the Business Acquired
The financial statements of Agouron are hereby incorporated by
reference to the Annual Report of Agouron on Form 10-K for the year ended
June 30, 1998, as amended, and the Quarterly Reports of Agouron on Form 10-Q
for the quarters ended September 30, 1998, December 31, 1998 and March 31,
1998.
(b) Pro Forma Financial Information
The pro forma information related to the Merger is hereby
incorporated by reference to the Registration Statement on Form S-4 of
Warner-Lambert, filed with the Securities and Exchange Commission on April
19, 1999 (File No. 333-76515).
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(c) The following exhibit is filed with this report:
Exhibit Number Description
2.1 Agreement and Plan of Merger, dated as of
January 26, 1999, among Warner-Lambert,
WLC Acquisition Corporation and Agouron
(incorporated by reference to Annex A to
the Registration Statement on Form S-4 of
Warner-Lambert (File No. 333-76515)).
99.1 Press release of the registrant, issued
May 17, 1999, regarding the Merger.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
WARNER-LAMBERT COMPANY
By: /s/ Rae G. Paltiel
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Name: Rae G. Paltiel
Title: Secretary
Dated: May 17, 1999
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EXHIBIT INDEX
Exhibit Number Description Page
2.1 Agreement and Plan of Merger, dated as
of January 26, 1999, among
Warner-Lambert, WLC Acquisition Corporation
and Agouron (incorporated by reference to
Annex A to the Registration Statement
on Form S-4 of Warner-Lambert
(File No. 333-76515)).
99.1 Press release of the registrant, issued
May 17, 1999, regarding the Merger.
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Exhibit 99.1 FOR IMMEDIATE RELEASE
Warner-Lambert Investor Relations Contact:
Media Contact: George Shields (973) 540-6916
Carol Goodrich (973) 540-3620 John Howarth (973) 540-4874
Agouron Investor Relations Contact:
Media Contact: Donna Nichols (619) 622-3009
Joy Schmiu (619) 622-3220
WARNER-LAMBERT AND AGOURON PHARMACEUTICALS, INC.
CLOSE MERGER VALUED AT $2.1 BILLION
MORRIS PLAINS, NJ, & LA JOLLA, CA, May 17, 1999 - Warner-Lambert Company
(NYSE: WLA) and Agouron Pharmaceuticals, Inc. (Nasdaq: AGPH), today
confirmed that they have received the necessary shareholder and regulatory
approvals to complete the closing of Warner-Lambert's acquisition of Agouron.
Agouron shareholders overwhelmingly supported the merger with over 98 percent
of the total votes cast voting for its approval. Valued at $2.1 billion in
Warner-Lambert stock, the transaction will be non-dilutive to Warner-
Lambert's future earnings, accounted for as a pooling of interests and
qualify as a tax-free exchange.
Under the terms of the acquisition, each share of Agouron common stock
will be exchanged for 0.8934 share of Warner-Lambert common stock. The
exchange ratio was based on the average closing price of Warner-Lambert
common stock from April 30 to May 13, 1999. Agouron shareholders holding
Agouron stock certificates will receive written instructions for exchanging
such certificates for Warner-Lambert common shares on or about May 26, 1999.
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Lodewijk J.R. de Vink, Warner-Lambert chairman, president and chief
executive officer, said, "The closing of this acquisition represents a new
era for Warner-Lambert and is further evidence of our commitment to maintain
our position among the fastest growing companies in the pharmaceutical
industry. As we said in January, this acquisition is consistent with our
long-term strategy to supplement our internally generated growth with
creative alliances. We look forward to working closely with our new
colleagues from Agouron and together shaping a common destiny of scientific
excellence in the pursuit of critically needed new therapies."
Peter Johnson, Agouron's president and CEO said, "We are pleased that
Agouron's shareholders concurred with our Board in concluding that this
transaction will maximize our long-term ability to bring forward new drugs
for patients and will enhance our capabilities to gain global reach in
development and commercialization of our products. This is particularly
important to us with several new product launches anticipated in the next few
years. Warner-Lambert and Agouron now have the ability to meld our
scientific strengths and, together, enhance our drug discovery capabilities."
Warner-Lambert is a worldwide company devoted to discovering,
developing, manufacturing, and marketing quality pharmaceutical, consumer
health care, and confectionery products. Warner-Lambert employs more than
40,000 people worldwide.
Agouron, a wholly owned subsidiary of Warner-Lambert Company, is an
integrated pharmaceutical company engaged in the discovery, development and
commercialization of drugs for treatment of cancer, viral diseases, and
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diseases of the eye. Agouron employs more than 1000 people of whom
approximately 700 are engaged in research and development.
This press release may contain forward-looking statements or
predictions. These statements represent our judgment as of this date and are
subject to risks and uncertainties (including those associated with
regulatory approvals and the impact of competitive products) that could cause
the actual results to differ materially. Important factors concerning these
risks are discussed in Agouron's Form 10-K for the fiscal year ended June 30,
1998 and Warner-Lambert's Form 10-K/A for the fiscal year ended December 31,
1998 currently on file with the Securities and Exchange Commission. Agouron
and Warner-Lambert undertake no obligation to publicly release the result of
any revisions to such forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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