SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
---- THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
or
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM to
COMMISSION FILE NUMBER 1-3608
WARNER-LAMBERT SAVINGS AND STOCK PLAN
FOR COLLEAGUES IN PUERTO RICO
WARNER-LAMBERT COMPANY
(Name of issuer of securities held pursuant to the plan)
201 Tabor Road
Morris Plains, New Jersey 07950
(Address of issuer's principal executive offices
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
FOR COLLEAGUES IN PUERTO RICO
FINANCIAL STATEMENTS
DECEMBER 31, 1999
and DECEMBER 31, 199
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
FOR COLLEAGUES IN PUERTO RICO
INDEX TO FINANCIAL STATEMENTS
Page(s)
=======
Report of Independent Accountants 2
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1999 3
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1998 4
Statement of Changes in Net Assets Available
for Benefits with Fund Information for the
year ended December 31, 1999 5
Statement of Changes in Net Assets Available 6
for Benefits with Fund Information for the
year ended December 31, 1998
Notes to Financial Statements 7 - 10
* Additional Information:
Schedule I - Schedule of Assets Held for Investment
Purposes At December 31, 1999 11
Signature 12
Exhibit I - Master Trust Statement of Net Assets
Available for Benefits with Fund
Information as of October 31, 1999
and 1998 13 - 14
Exhibit II - Master Trust Statement of Changes in
Net Assets Available for Benefits with
Fund Information for the years ended
October 31, 1999 and 1998 15 - 16
Exhibit III - Notes to the Master Trust Financial
Statements 17 - 18
Consent of Independent Accountants 19
* Other schedules required by Section 2520.103-10 of the Department of
Labor Rules and Regulations for Reporting and Disclosure under ERISA
have been omitted because they are not applicable
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
the Warner-Lambert Savings and Stock Plan
for Colleagues in Puerto Rico
In our opinion, the accompanying statements of net assets available for
benefits with fund information and the related statements of changes in
net assets available for benefits with fund information present fairly,
in all material respects, the net assets available for benefits of the
Warner-Lambert Savings and Stock Plan for Colleagues in Puerto Rico (the
"Plan") at December 31, 1999 and 1998, and the changes in net assets
available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United
States which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental Schedule
of Assets Held for Investment Purposes is presented for purposes of
additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plan's management. The Fund
Information in the statements of net assets available for benefits with
fund information and the statements of changes in net assets available
for benefits with fund information is presented for purposes of
additional analysis rather than to present the net assets available for
benefits and changes in net assets available for benefits of each fund.
The Schedule of Assets Held for Investment Purposes and the Fund
Information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
June 6,200
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
FOR COLLEAGUES IN PUERTO RICO
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1999
(Dollars in Thousands)
Fund Information
-----------------------
W-L
Company Participant
Stock Directed
Fund Funds Total
------- ----------- -------
Assets:
Investment in Warner-
Lambert Master Trust,
at fair value $ 12,353 $ 24,078 $ 36,431
Participant loans - 953 953
-------- -------- --------
Net assets available for
benefits $ 12,353 $ 25,031 $ 37,384
======== ======== ========
The accompanying notes are an integral part of the financial statements.
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
FOR COLLEAGUES IN PUERTO RICO
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
(Dollars in Thousands)
Fund Information
-----------------------
W-L
Company Participant
Stock Directed
Fund Funds Total
------- ----------- -------
Assets:
Investment in Warner-
Lambert Master Trust,
at fair value $ 10,925 $ 21,137 $ 32,062
Participant loans - 782 782
Receivables:
Participant contributions - 33 33
Company contributions 6 - 6
-------- -------- --------
Net assets available for
benefits $ 10,931 $ 21,952 $ 32,883
======== ======== ========
The accompanying notes are an integral part of the financial statements.
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
FOR COLLEAGUES IN PUERTO RICO
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1999
(Dollars in Thousands)
Fund Information
-----------------------
W-L Co. Participant
Stock Directed
Fund Funds Total
------- ----------- -------
Additions to net assets
attributable to:
Investment income from the
Warner-Lambert Master Trust $ 1,178 $ 2,250 $ 3,428
Investment income from
participant loans 24 43 67
Contributions:
Participant - 3,518 3,518
Company 1,360 (4) 1,356
Loan repayments 185 (185) -
------- -------- -------
Total additions 2,747 5,622 8,369
------- -------- -------
Distributions from net assets
attributable to:
Distributions to participants (1,023) (2,728) (3,751)
Loan issuances (246) 246 -
Administrative expenses (4) (113) (117)
Interfund transfers (52) 52 -
------- -------- -------
Total deductions (1,325) (2,543) (3,868)
------- -------- -------
Increase in net assets
during the year 1,422 3,079 4,501
Net assets available for benefits:
Beginning of period 10,931 21,952 32,883
------- -------- -------
End of period $12,353 $ 25,031 $37,384
======= ======== =======
The accompanying notes are an integral part of the financial statements.
WARNER-LAMBERT SAVINGS AND STOCK PLAN
FOR COLLEAGUES IN PUERTO RICO
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
(Dollars in Thousands)
Fund Information
-----------------------
W-L Co. Participant
Stock Directed
Fund Funds Total
------- ----------- --------
Additions to net assets
attributable to:
Investment income from the
Warner-Lambert Master Trust $ 4,984 $ 7,624 $ 12,608
Investment income from
participant loans 16 34 50
Contributions:
Participant - 3,072 3,072
Company 873 20 893
Loan repayments 98 (98) -
------- -------- --------
Total additions 5,971 10,652 16,623
------- -------- --------
Distributions from net assets
attributable to:
Distributions to participants (600) (2,187) (2,787)
Loan issuances (247) 247 -
Administrative expenses (5) (91) (96)
Interfund transfers (114) 114 -
------- -------- --------
Total deductions (966) (1,917) (2,883)
------- -------- --------
Increase in net assets
during the year 5,005 8,735 13,740
Net assets available for benefits:
Beginning of period 5,926 13,217 19,143
------- -------- --------
End of period $10,931 $ 21,952 $ 32,883
======= ======== ========
The accompanying notes are an integral part of the financial statements.
WARNER-LAMBERT
SAVINGS AND STOCK PLAN
FOR COLLEAGUES IN PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
(Dollars in Thousands)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The financial statements of the Warner-Lambert Savings and Stock Plan for
Colleagues in Puerto Rico (the "Plan") are prepared on the accrual basis
of accounting.
Master Trust Arrangement
The assets of the Plan have been commingled with the assets of the
Warner-Lambert Savings and Stock Plan (collectively referred to as the
"Plans"), for investment and administrative purposes in the Warner-
Lambert Company Master Trust (the "Master Trust"). The Plans do not own
specific Master Trust assets but rather maintain an undivided beneficial
interest in such assets. Each Plan's interest in the Trust is credited
or charged for contributions, transfers and distributions. Net
appreciation on fair value of investments was allocated to the Plans
based upon each Plan's beneficial interest in the net assets of the
Master Trust.
Expenses
All expenses incurred are borne by the Plan.
Risk and Uncertainties
Investment securities are exposed to various risks, such as interest
rate, market and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in the risks in the near term would materially
affect the amounts reported in the Statement of Net Assets Available for
Benefits and the Statement of Changes in Net Assets Available for
Benefits.
NOTE 2 - DESCRIPTION OF THE PLAN:
The Plan is a defined contribution profit-sharing savings plan covering
employees of Warner-Lambert Company (the "Company") in Puerto Rico who
meet certain eligibility and participation requirements. The following
brief description of the Plan is provided for general information
purposes only. Participants should refer to the Plan agreement for more
complete information.
Contributions
Participants may elect to contribute into the Plan from a minimum of 1%
up to a maximum of 15% of their basic earnings each year. Participants
have the option of contributing on a before-tax basis and/or an after-tax
basis. The Company contributes for each participant an amount equal to
35% and 25% of such participant's before-tax and after-tax contributions,
respectively, limited to those participant contributions less than or
equal to 6% of the participant's basic earnings. Based upon the
participation and vesting requirements of the Plan, additional lump-sum
matching contributions are recorded each year of 25% to 65% of such
participant's contributions, up to 6% of base earnings, based upon growth
in the Company's earnings-per-share versus the prior year. All Company
matching contributions are invested in the Warner-Lambert Company Stock
Fund.
Investment Options
Participants can elect to have their contributions invested in any of the
funds noted below, with the exception of the Warner-Lambert Company Stock
Fund. At age fifty-five, participants can transfer assets out of the
Warner-Lambert Company Stock Fund into other investment funds. A
description of all of these funds are as follows:
WARNER-LAMBERT COMPANY STOCK FUND - This fund invests employer
contributions in Warner-Lambert Company common stock.
WARNER-LAMBERT COLLEAGUE STOCK FUND - This fund invests in Warner-Lambert
common stock, to provide an additional opportunity to participate in the
performance of Warner-Lambert Company common stock.
S&P 500 FUND - This fund invests in substantially all common stocks that
make up the S&P 500 to match, as closely as possible, the performance of
the S&P 500 Composite Stock Index.
FIXED INCOME FUND - This fund invests in marketable fixed income
securities, as well as a diversified mix of guaranteed investment
contracts, bank investment contracts, structured investment contracts,
and separate account contracts issued by high-quality companies, to
provide stability of principal value, minimal credit risk and current
income.
INTERNATIONAL STOCK FUND - This fund invests primarily in stocks of
established growth companies outside the U.S., predominantly in Europe,
East Asia, Australia, Canada, as well as other areas, to provide
diversification of an international fund, as well as the opportunity for
long-term capital growth.
BALANCED FUND - This fund invests in a balanced mix of approximately 60%
stocks and 40% bonds, to provide long-term growth of capital from stocks
and current income from bonds.
SMALL-CAP VALUE FUND - This fund invests in stocks of small companies
believed to be undervalued at the time of purchase and have potential for
capital growth, to provide long-term capital growth.
Changes in the participants' allocations relating to their contributions
and the allocation of past contributions and earnings can be requested at
any time. A participant may also suspend contributions or withdraw from
the Plan at any time, subject to certain restrictions and penalties.
Vesting
Generally, participating employees become fully vested in Company
contributions made on their behalf to the Plan after completing three
years of Plan membership or five years of service. Forfeitures reduce
contributions otherwise due from the Company. Forfeitures for the plan
years 1999 and 1998 were $7 and $24, respectively.
Participant Loans
Loans may not exceed the lesser of (1) fifty thousand dollars or (2) 50%
of the participant's before-tax account balance and the vested account
balance in the Warner-Lambert Company Stock Fund. Each loan must be for
a minimum of five hundred dollars. All loans will be repaid with
interest at a rate that is equal to the prime rate effective at the close
of business on the last business day of the month before the loan is
taken. Such rate remains in effect for the life of the loan. The term
of the loan shall not exceed 48 months. A participant may take only one
loan per calendar year and only two loans will be permitted to be
outstanding at any time. Participant loans are presented at cost, which
approximates fair value. For administrative purposes a loan fund has
been created.
Benefit Payments
Upon retirement, total disability, or death, participants may elect to
have account balances paid as a lump sum payment or in annual
installments, or they can purchase an annuity contract. If employment is
terminated for any other reason, participants can elect to have a lump-
sum payment of participant account balances in the Warner-Lambert Company
Stock Fund if vested, and all other savings investment funds.
Plan Termination
In the event of termination of the Plan, or if there is a complete
discontinuance of contributions under the Plan, all rights of
participants in accumulated investments credited to them become fully
vested. If the Plan is terminated by resolution of the Warner-Lambert
Company Board of Directors, the balance in accumulated investments
credited to each participant shall be distributed to the participant.
NOTE 3 - PUERTO RICO AND TAX STATUS OF THE PLAN:
The Bureau of Income Tax of the Department of the Treasury of the
Commonwealth of Puerto Rico has ruled that the Plan qualifies under
section 165(a) of the Puerto Rico Income Tax Act of 1954 ("The Act") and
is, therefore, not subject to tax under present income tax law. The
Plan, being exempt under Section 165(a) of the Act is subject to the
provision of Section 404, which requires the trust to file an annual
return stating income, receipts, disbursements, and other pertinent
information. Further, the Plan has received a determination letter
advising that the original plan and subsequent amendments through October
1, 1993 are qualified under Section 165(a) of the Puerto Rico Income Tax
Act of 1954, as amended, and will be treated for purposes of Section
501(a) of the Internal Revenue Code as an organization described in
Section 401(a) of the Internal Revenue Code by reason of Section
1022(i)(1) of the Employee Retirement Income Security Act of 1974
("ERISA"), as amended. The Company believes that the Plan is designed and
is currently being operated with the applicable requirements of the
Internal Revenue Code. Therefore no provision for income taxes has been
taken.
NOTE 4 - PLAN ADMINISTRATION:
The Retirement and Savings Plan Committee of the Warner-Lambert Company
Board of Directors (the "Committee") monitors and reports on the
selection and termination of trustees and investment managers and on the
investment activity and performance. The Committee also implements the
overall asset allocation guidelines as established by the Board of
Directors and decides on benefit appeals. The Investment Committee,
established by the Warner-Lambert Company Board of Directors, is
responsible for the daily administration of the Plan, including oversight
of plan investments, plan trustees and investment managers.
NOTE 5 - MASTER TRUST FINANCIAL INFORMATION:
At December 31, 1999 and 1998, the Plan has a 1.7% and 1.6% interest,
respectively, in the Master Trust. The financial statements for the
Master Trust are prepared on the cash basis. The financial statements
for the years ended October 31, 1999 and 1998 follow. The Plan's
financial statements have been adjusted for November and December
activity. All adjustments necessary to reflect the Plan's financial
statements on an accrual basis have been made.
NOTE 6 - SUBSEQUENT EVENTS:
Warner-Lambert, Pfizer Inc. (Pfizer) and a wholly-owned subsidiary of
Pfizer entered into a definitive merger agreement dated as of February 6,
2000. Under the terms of the proposed transaction, which has been
approved by the Board of Directors and shareholders of both Warner-
Lambert and Pfizer, each share of Warner-Lambert common stock will be
exchanged for 2.75 shares of Pfizer common stock. This transaction is
subject to customary conditions, including qualifying as a tax-free
reorganization and usual regulatory approvals. The merger is expected to
close during June of 2000.
SCHEDULE I
Warner-Lambert
Savings and Stock Plan
for Colleagues in Puerto Rico
Schedule of Assets
Held for Investment Purposes
at December 31, 1999
(Dollars in Thousands)
Current
Cost Value
-------- -----------
Investment in Warner-Lambert
Master Trust $ 16,898 $ 36,431
Participant loans - 953
(Interest rate 6.0% - 10.0%) -------- --------
(Maturity dates 1/1/2000 - 12/31/2004) $ 16,898 $ 37,384
======== =======
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Warner-Lambert Investment Committee has duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
WARNER-LAMBERT SAVINGS
AND STOCK PLAN FOR COLLEAGUES
IN PUERTO RICO
Date: June 7, 2000 By: /s/ Ernest J. Larini
--------------------------
Ernest J. Larini
Chairman
Warner-Lambert Investment Committee
EXHIBIT I
1 of 2
WARNER-LAMBERT COMPANY
MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
AS OF OCTOBER 31, 1999
(Dollars in Thousands)
Fund Information
------------------------
W-L
Company Participant
Stock Directed
Fund Funds Total
--------- ------------ ----------
Investments at fair value:
Warner-Lambert Common Stock $ 915,455 $ 576,747 $1,492,202
Equity Funds - 410,672 410,672
Short-term investments - 20,996 20,996
Investments at contract value:
Group annuity contracts - 29,653 29,653
Investment contracts - 124,226 124,226
--------- ----------- ----------
Net assets available for
benefits $ 915,455 $1,162,294 $2,077,749
========= ========== ==========
The accompanying notes are an integral part of the financial statements.
EXHIBIT I
2 of 2
WARNER-LAMBERT COMPANY
MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
AS OF OCTOBER 31, 1998
(Dollars in Thousands)
Fund Information
------------------------
W-L
Company Participant
Stock Directed
Fund Funds Total
--------- ------------ ----------
Investments at fair value:
Warner-Lambert Common Stock $ 978,159 $ 641,202 $1,619,361
Equity Funds - 290,421 290,421
Short-term investments - 45,653 45,653
Investments at contract value:
Group annuity contracts - 39,334 39,334
Investment contracts - 76,807 76,807
--------- ----------- ----------
Net assets available for
benefits $ 978,159 $1,093,417 $2,071,576
========= ========== ==========
The accompanying notes are an integral part of the financial statements.
EXHIBIT II
1 of 2
WARNER-LAMBERT COMPANY MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED OCTOBER 31, 1999
(Dollars in Thousands)
Fund Information
-----------------------
W-L
Company Participant
Stock Directed
Fund Funds Total
--------- ------------ -----------
Additions to net assets
attributable to:
Investment income:
Interest income $ 76 $ 1,208 $ 1,284
Dividend income 9,173 24,293 33,466
Net appreciation on fair value of
investments 8,182 59,848 68,030
Contributions:
Participant - 65,382 65,382
Company 26,540 220 26,760
Loan repayments 500 8,251 8,751
--------- ----------- ---------
Total additions 44,471 159,202 203,673
--------- ----------- ---------
Deductions from net assets
attributable to:
Distributions to participants (74,217) (111,542) (185,759)
Loan issuances (572) (10,139) (10,711)
Administrative expenses (14) (1,016) (1,030)
Interfund transfers (32,372) 32,372 -
--------- ----------- ---------
Total deductions (107,175) (90,325) (197,500)
--------- ----------- ---------
Increase/(decrease)in net assets
during the year (62,704) 68,877 6,173
Net assets available for benefits:
Beginning of period 978,159 1,093,417 2,071,576
--------- ----------- ----------
End of period $ 915,455 $ 1,162,294 $2,077,749
========= =========== ==========
The accompanying notes are an integral part of the financial statements.
EXHIBIT II
2 of 2
WARNER-LAMBERT COMPANY MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED OCTOBER 31, 1998
(Dollars in Thousands)
Fund Information
------------------------
W-L
Company Participant
Stock Directed
Fund Funds Total
--------- ------------ -----------
Additions to net assets
attributable to:
Investment income:
Interest income $ 63 $ 1,089 $ 1,152
Dividend income 7,952 22,083 30,035
Net appreciation on fair value of
investments 397,130 275,097 672,227
Contributions:
Participant - 57,132 57,132
Company 19,234 27 19,261
Loan repayments 417 8,228 8,645
--------- ----------- ---------
Total additions 424,796 363,656 788,452
--------- ----------- ---------
Deductions from net assets
attributable to:
Distributions to participants (57,022) (73,135) (130,157)
Loan issuances (668) (9,877) (10,545)
Administrative expenses (21) (932) (953)
Interfund transfers (32,131) 32,131 -
--------- ----------- ---------
Total deductions (89,842) (51,813) (141,655)
--------- ----------- ---------
Increase in net assets during
the year 334,954 311,843 646,797
Net assets available for benefits:
Beginning of period 643,205 781,574 1,424,779
--------- ----------- ----------
End of period $ 978,159 $ 1,093,417 $2,071,576
========= =========== ==========
The accompanying notes are an integral part of the financial statements.
Exhibit III
WARNER-LAMBERT COMPANY
MASTER TRUST
NOTES TO THE FINANCIAL STATEMENTS
(Dollars in Thousands)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Financial Statement Presentation
The financial statements of the Warner-Lambert Company Master Trust (the
"Master Trust") include the assets of the Warner-Lambert Savings and
Stock Plan and the Warner-Lambert Savings and Stock Plan for Colleagues
in Puerto Rico (collectively the "Plans") and are prepared on the cash
basis of accounting. The Plans are defined contribution profit-sharing
savings plans, subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"), as amended.
The assets of the Plans have been commingled for investment and
administrative purposes in the Master Trust. Accordingly, the Plans do
not own specific Master Trust assets but rather maintain an undivided
beneficial interest in such assets. Each Plan's interest in the Trust is
credited or charged for contributions, transfers and distributions. Net
appreciation on fair value of investments was allocated to the Plans
based upon each Plan's beneficial interest in the net assets of the
Master Trust.
Valuation of Investments
Investments traded on a national exchange are valued based upon the last
published quotations for the last business day of the year. Short-term
investments are valued at cost which approximates market value. The fully
benefit-responsive group annuity and investment contracts, the principal
and interest of which are guaranteed, are valued at contract value
representing contributions made under the contracts, plus interest at the
contract rate, less funds withdrawn. Contract value approximates fair
value. The average annual yield and average annual crediting interest
rate of these investments for each of the years ended 12/31/99 and
12/31/98 was 6%.
Investment Income
Dividend and interest income are recorded by T. Rowe Price (the
"Trustee") as earned. Net appreciation on fair value of investments
consists of realized and unrealized gains and losses.
Expenses
All expenses incurred are borne by the Plans.
Risk and Uncertainties
Investment securities are exposed to various risks, such as interest
rate, market and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in the risks in the near term would materially
affect the amounts reported in the Statement of Net Assets Available for
Benefits and the Statement of Changes in Net Assets Available for
Benefits.
NOTE 2 - TAX STATUS OF THE MASTER TRUST:
The Plans in the Master Trust are intended to be qualified plans under
Section 401(a) of the Internal Revenue Code, and the Master Trust
established thereunder is entitled to exemption from federal income tax
under the provisions of Section 501(a) of the Code. Accordingly, no
provision for federal income tax has been made.
Note 3 - SIGNIFICANT INVESTMENTS:
The following investments represent over 5% of the assets held for
investment purposes by the Master Trust at:
October 31, October 31,
1999 1998
---------- -----------
Warner-Lambert Company Common Stock $1,492,202 $1,619,361
S&P 500 Fund 183,901 138,238
Note 4 - TRUST ADMINISTRATION:
The Retirement and Savings Plan Committee of the Warner-Lambert Company
Board of Directors (the "Committee") monitors and reports on the
selection and termination of trustees and investment managers and on the
investment activity and performance. The Committee also implements the
overall asset allocation guidelines as established by the Board of
Directors and decides on benefit appeals. The Investment Committee,
established by the Warner-Lambert Company Board of Directors, is
responsible for the daily administration of the Master Trust, including
oversight of plan investments, plan trustees and investment managers.
Note 5 - SUBSEQUENT EVENTS:
Warner-Lambert, Pfizer Inc. (Pfizer) and a wholly-owned subsidiary of
Pfizer entered into a definitive merger agreement dated as of February 6,
2000. Under the terms of the proposed transaction, which has been
approved by the Board of Directors and shareholders of both Warner-
Lambert and Pfizer, each share of Warner-Lambert common stock will be
exchanged for 2.75 shares of Pfizer common stock. This transaction is
subject to customary conditions, including qualifying as a tax-free
reorganization and usual regulatory approvals. The merger is expected to
close during June of 2000.
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statement on Form
S-8 (Nos. 33-12209, 333-78645 and 33-49244) of Warner-Lambert
Company of our report dated June 6, 2000 appearing on page 2 of
this Form 11-K.
PRICEWATERHOUSECOOPERS LLP
Florham Park, New Jersey
June 7, 2000
4
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