As filed with the Securities and Exchange Commission on May 17, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
WARNER-LAMBERT COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 22-1598912
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
201 Tabor Road
Morris Plains, NJ 07950
(201) 540-2000
(Address, including zip code, of Registrant's principal executive office)
Warner-Lambert Company
Savings and Stock Plan
(Full title of the Plan)
------------------------
Gregory L. Johnson, Esq.
Vice President and General Counsel
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
(201) 540-2000
------------------------
(Name, address, including zip code, and telephone number, including area
code, of Registrant's agent for service)
Copies to:
James M. Cotter, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
be Registered Registered Share(a) Price (a) Fee (a)
------------------------ ---------- --------- --------- ------------
Common Stock, $.01 par 8,000,000 $65.97 $527,760,000 $146,717.28
value per share(b)
(a) 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 prices of the
Common Stock reported on the New York Stock Exchange Composite Tape on
May 10, 1999.
(b) Includes Preferred Share Purchase Rights which, prior to the occurrence
of certain events will not be exercisable or evidenced separately from
the Common Stock.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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The contents of the Registration Statement on Form S-8 filed by
Warner-Lambert Company (the "Company" or the "Registrant") (File
No. 33-49244) in June, 1992 with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), is hereby incorporated by reference in this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
23.1 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included as part of the signature
pages hereof)
Item 9. Undertakings
In addition to the undertakings furnished under the S-8 filed under file
number 33-49244 (incorporated by reference), the undersigned Registrant
hereby undertakes to submit, or has already submitted, the plan and any
amendment thereto to the Internal Revenue Service (the "IRS")in a timely
manner and has made or will make all changes required by the IRS in order to
qualify the plan.
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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-8 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 17th day of May, 1999.
WARNER-LAMBERT COMPANY
(Registrant)
By /s/ Lodewijk J.R. de Vink
--------------------------
Lodewijk J. R. de Vink
Chairman of the Board, President
and Chief Executive Officer
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 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 sign any and all amendments
(including post-effective amendments) and supplements to this 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 or she 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.
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.
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Signature Title Date
--------- ----- ----
/s/Lodewijk J.R. de Vink Chairman of the Board, May 17 , 1999
- ------------------------ President, Chief Executive
Lodewijk J.R. de Vink Officer and Director
(Principal Executive
Officer)
/s/Ernest J. Larini Chief Financial Officer and May 17 , 1999
- ------------------------ Executive Vice President,
Ernest J. Larini Administration (Principal
Financial Officer)
/s/Joseph E. Lynch Vice President and May 17 , 1999
- ------------------------ Controller (Principal
Joseph E. Lynch Accounting Officer)
/s/Robert N. Burt Director May 17 , 1999
- ------------------------
Robert N. Burt
/s/Donald C. Clark Director May 17 , 1999
- ------------------------
Donald C. Clark
/s/John A. Georges Director May 17 , 1999
- ------------------------
John A. Georges
/s/William H. Gray, III Director May 17 , 1999
- ------------------------
William H. Gray, III
/s/William R. Howell Director May 17 , 1999
- ------------------------
William R. Howell
/s/Dr. LaSalle D. Leffall, Jr. Director May 17 , 1999
- ------------------------
Dr. LaSalle D. Leffall, Jr.
/s/George A. Lorch Director May 17 , 1999
- ------------------------
George A. Lorch
/s/Alex J. Mandl Director May 17 , 1999
- ------------------------
Alex J. Mandl
/s/Michael I. Sovern Director May 17 , 1999
- ------------------------
Michael I. Sovern
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Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
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 the 17th day of May, 1999.
Savings and Stock Plan of
Warner-Lambert Company
/s/ Ernest J. Larini
By:_______________________
Name: Ernest J. Larini
Title: Chief Financial Officer and
Executive Vice President,
Administration
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
23.1 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included as part of the signature
pages hereof)
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated January 25, 1999 relating to the
financial statements and financial statement schedule, which appear in
Warner-Lambert Company's Annual Report on Form 10-K, as amended, for the
year ended December 31, 1998.
/s/PricewaterhouseCoopers LLP
______________________________
PricewaterhouseCoopers LLP
Florham Park, New Jersey
May 17, 1999
