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
November 3, 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) 385-2000
(Registrant's telephone number, including area code)
Item 5. Other Events.
In connection with the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of November 3, 1999, among American Home Products
Corporation ("AHP"), Wolverine Sub Corp. and Warner-Lambert Company
("Warner-Lambert"), Warner-Lambert and First Chicago Trust Company of New
York (the "Rights Agent") entered into an Amendment to the Rights Agreement
dated as of November 3, 1999 (the "Amendment to Rights Agreement") amending
the Amended and Restated Rights Agreement, dated as of March 25, 1997,
between Warner-Lambert and the Rights Agent (the "Rights Agreement") in
order to, among other things, (x) amend Section 1(a) of the Rights
Agreement to provide that neither AHP nor any of its Affiliates (as defined
in the Rights Agreement) will become an Acquiring Person (as defined in the
Rights Agreement) as a result of the execution of the Merger Agreement or
Stock Option Agreement (as defined in the Amendment to Rights Agreement) or
the consummation of the transactions contemplated thereby and (y) amend
Section 7(a) of the Rights Agreement to insert "or (iv) the Effective Time
of the Merger" after the existing clause (iii). A copy of the Amendment to
Rights Agreement was filed as Exhibit 1 to Warner-Lambert's Form 8-A/A
filed with the Securities and Exchange Commission on November 12, 1999 and
is incorporated herein by reference. The foregoing description of the
Amendment to Rights Agreement does not purport to be complete and is
qualified in its entirety by reference to the Amendment to Rights
Agreement.
In connection with the Merger Agreement, AHP and Warner-Lambert agreed
that unless all of the other closing conditions in the Merger Agreement
have theretofore been satisfied, the stockholder meetings of AHP and
Warner-Lambert to consider the AHP/Warner-Lambert transaction would not be
held prior to May 15, 2000.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(99.1) Amendment to Rights Agreement, dated as of November 3,
1999, between Warner-Lambert Company and First Chicago
Trust Company of New York, as Rights Agent
(incorporated by reference to Exhibit 1 to Warner-
Lambert's 8-A/A filed on November 12, 1999).
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
---------------------------
Name: Rae G. Paltiel
Title: Secretary
Dated: November 12, 1999
EXHIBIT INDEX
(99.1) Amendment to Rights Agreement, dated as of November 3, 1999,
between Warner-Lambert Company and First Chicago Trust
Company of New York, as Rights Agent (incorporated by
reference to Exhibit 1 to Warner-Lambert's 8-A/A filed on
November 12, 1999).
