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
January 19, 2000
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.
Attached hereto and incorporated herein by reference as Exhibit
99.1 is a copy of a press release issued by Warner-Lambert Company on
January 19, 2000.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(99.1) Press Release, dated January 19, 2000.
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
--------------------------
Name: Rae G. Paltiel
Title: Secretary
Dated: January 19, 2000
EXHIBIT INDEX
(99.1) Press Release, dated January 19, 2000.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE:
Contact:
Media Contact: Investor Relations Contacts:
Carol Goodrich (973) 540-3620 George Shields (973) 540-6916
Jason Ford (973) 540-4268 John Howarth (973) 540-4874
WARNER-LAMBERT REPORTS RECORD SALES AND EARNINGS FOR
FOURTH QUARTER AND YEAR
MORRIS PLAINS, N.J., Jan.19, 2000 -- Warner-Lambert Company today reported
that diluted earnings per share increased 38 percent on a 16 percent sales
gain -- 19 percent at constant foreign exchange rates -- for the fourth
quarter ended December 31, 1999. Unit volume growth for the quarter was 16
percent. Warner-Lambert has now reported increases in earnings per share
of at least 25 percent for 10 consecutive quarters.
For the fourth quarter, diluted earnings per share were 55 cents, worldwide
sales reached $3.5 billion and net income rose 40 percent to $487 million.
This is compared with diluted earnings per share of 40 cents, sales of $3
billion and net income of $349 million for the same period in 1998.
Earnings per share, sales and net income represent records for any quarter.
The Company estimates that revenues were not materially impacted by Y2K.
For the year, worldwide sales advanced 20 percent to a record $12.9 billion
compared with $10.7 billion in 1998. After adjusting for the unfavorable
effects of exchange, sales grew 22 percent. Unit volume growth for the
year was 20 percent. Diluted earnings per share of $1.96 increased 35
percent from 1998 and net income rose 36 percent to $1.7 billion. Earnings
per share, sales and net income for 1999 are records for any year.
Prior period amounts have been restated under the pooling of interests
method of accounting to include the results of operations of Agouron
Pharmaceuticals, Inc., acquired on May 17, 1999.
"Warner-Lambert continues to be the fastest growing major pharmaceutical
company in the world," said Lodewijk J.R. de Vink, chairman, president and
chief executive officer. "The impressive results we have achieved reflect
the particularly strong performance of our pharmaceutical business as well
as consistent growth across our consumer businesses. As a result of the
Company's vibrant growth in 1999, we are revising our 2000 earnings
projections upward. Instead of a 20 percent increase, based on our current
planning assumptions, we now foresee earnings per share growth of 25
percent to $2.45 per share," de Vink said. "Our superior financial
performance has been driven by our ability to deliver new and medically
important therapies to patients around the world. We remain committed to
introducing innovative new products and, in 2000, plan to increase
investment in research and development by 19 percent to approximately $1.5
billion," he added.
PHARMACEUTICALS
For the year, worldwide sales in the pharmaceutical segment, the largest of
Warner-Lambert's three business segments, increased 30 percent to $8
billion as compared with $6.1 billion in 1998. At constant foreign
exchange rates, sales rose 31 percent. In the U.S., sales rose 31 percent
to $5.5 billion. In markets outside the U.S., sales increased 27 percent
-- 30 percent at constant foreign exchange rates -- to $2.5 billion.
Pharmaceutical sales growth continues to be driven by the strong
performance of LIPITOR (atorvastatin calcium). Worldwide sales of LIPITOR
increased 71 percent to $3.7 billion in 1999. LIPITOR continues to be the
most prescribed cholesterol-lowering agent in the U.S., holding a 42
percent share of new prescriptions in the cholesterol-lowering market.
Also contributing to the segment's performance in 1999 were the
anticonvulsant NEURONTIN (gabapentin), whose sales grew 78 percent to $913
million, and the antihypertensive ACCUPRIL (quinapril), whose sales
increased 13 percent to $514 million.
In October, Warner-Lambert received U.S. Food and Drug Administration (FDA)
approval for FEMHRT (norethindrone acetate and ethinyl estradiol), a
combination estrogen progestin hormone replacement therapy for menopausal
symptoms. In December, the Company also received approval for the
antihypertensive ACCURETIC (quinapril/HCl hydrochlorothiazide).
CONSUMER HEALTH CARE
In the consumer health care segment, worldwide sales increased 10 percent
to $3 billion in 1999. At constant foreign exchange rates, sales increased
11 percent. In the U.S., sales rose 14 percent to $1.7 billion. In
markets outside the U.S., sales of $1.3 billion increased 5 percent, or 6
percent at constant foreign exchange rates.
Among the segment's best performing products in 1999 were LISTERINE
mouthwash, which achieved sales of $487 million, an increase of 13 percent;
LUBRIDERM skin care products, whose sales advanced 13 percent to $131
million; and SCHICK/WILKINSON SWORD group, whose sales advanced 6 percent
to $792 million.
For the year, the heartburn medication ZANTAC 75 achieved worldwide sales
of $167 million. Warner-Lambert acquired exclusive rights to
over-the-counter ZANTAC products in the U.S. and Canada as part of the
dissolution of its joint venture arrangements with Glaxo Wellcome plc.
Prior to this year, sales of the Glaxo Wellcome/Warner-Lambert joint
venture, including ZANTAC 75, were not reflected in Warner-Lambert's
reported sales.
CONFECTIONERY
In the Adams confectionery segment, worldwide sales increased 3 percent in
1999 to $2 billion. At constant foreign exchange rates, sales increased 9
percent. U.S. segment sales increased 5 percent to $693 million. In
markets outside the U.S., sales rose 2 percent to $1.3 billion. At
constant foreign exchange rates, sales in non-U.S. markets increased 10
percent. The foreign exchange rate impact is attributable primarily to the
decreased value of the real in Brazil.
For the year, the confectionery segment's best performing products included
TRIDENT gum, which achieved sales of $341 million, an increase of 5
percent; DENTYNE gum, whose sales advanced 16 percent to $158 million;
CERTS mints, whose sales rose 3 percent to $127 million; and HALLS cough
tablets, whose sales increased 2 percent to $531 million.
Warner-Lambert is a global company devoted to discovering, developing,
manufacturing, and marketing quality pharmaceutical, consumer health care,
and confectionery products. The Company employs more than 43,000 people
worldwide.
Statements made in the press release that state "we believe," "we expect"
or otherwise state the Company's predictions for the future are
forward-looking statements. Actual results might differ materially from
those projected in the forward-looking statements. Additional information
concerning factors that could cause actual results to materially differ
from those in the forward-looking statements is contained in the Company's
Annual Report on Form 10K-A for the year ended December 31, 1998, filed
with the U.S. Securities and Exchange Commission. For a copy of this
filing, please call the media or investor relations contacts listed on this
press release.
# # #
Warner-Lambert and certain other persons named below may be deemed to be
participants in the solicitation of revocations of consents in response to
Pfizer's consent solicitation. The participants in this solicitation may
include the directors of Warner-Lambert (Lodewijk J.R. de Vink, Robert N.
Burt, Donald C. Clark, John A. Georges, William H. Gray III, William R.
Howell, LaSalle D. Leffall, Jr., George A. Lorch, Alex J. Mandl and Michael
I. Sovern); the following executive officers of Warner-Lambert: Lodewijk
J.R. de Vink (Chairman, President and Chief Executive Officer), Ernest J.
Larini (Chief Financial Officer and Executive Vice President,
Administration), Anthony H. Wild (Executive Vice President and President,
Pharmaceutical Sector), Raymond M. Fino (Senior Vice President, Human
Resources), Philip M. Gross (Senior Vice President, Strategic Management
Processes), Gregory L. Johnson (Senior Vice President and General Counsel),
Richard W. Keelty (Senior Vice President, Public Affairs), J. Frank Lazo
(Senior Vice President and President, Adams), S. Morgan Morton (Senior Vice
President and President, Consumer Healthcare Sector), Peter B. Corr (Vice
President and President, Warner-Lambert/Parke-Davis Research and
Development), John S. Craig (Vice President and President, Adams USA),
Joseph E. Lynch (Vice President and Controller), Harold F. Oberkfell (Vice
President, Knowledge Management), Maurice A. Renshaw (Vice President and
President, Parke-Davis USA), Barbara S. Thomas (Vice President and
President, Consumer Healthcare USA), John F. Walsh (Vice President and
President, Shaving Products Group) and Rae G. Paltiel (Secretary); and the
following other members of management and employees of Warner-Lambert:
George J. Shields (Vice President, Investor Relations), John J. Howarth
(Manager, Investor Relations), Stephen J. Mock (Vice President, Public
Relations) and Carol T. Goodrich (Director, Media Relations). As of the
date of this communication, none of the foregoing participants individually
beneficially own in excess of 1% of Warner-Lambert's common stock or in the
aggregate in excess of 1.5% of Warner-Lambert's common stock.
Warner-Lambert has retained Bear Stearns & Company, Inc. ("Bear Stearns")
and Goldman Sachs & Company ("Goldman Sachs") to act as its financial
advisors in connection with the Pfizer proposal, for which each of Bear
Stearns and Goldman Sachs will receive customary fees, as well as
reimbursement for reasonable out-of-pocket expenses. In addition,
Warner-Lambert has agreed to indemnify Bear Stearns and Goldman Sachs
against certain liabilities, including certain liabilities under federal
securities laws, arising out of their engagement. Bear Stearns and Goldman
Sachs are investment banking firms that provide a full range of financial
services for institutional and individual investors. Neither Bear Stearns
nor Goldman Sachs admits that it nor any of its directors, officers or
employees is a "participant" as defined in Schedule 14A promulgated under
the Securities Exchange Act of 1934, as amended, in the solicitation, or
that Schedule 14A requires the disclosure of certain information concerning
either Bear Stearns or Goldman Sachs. In connection with Bear Stearns'
role as financial advisors to Warner-Lambert, Bear Stearns and the
following investment banking employees of Bear Stearns may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are stockholders of Warner-Lambert: Alan
Schwartz, Richard L. Metrick and Fred McConkey. In connection with Goldman
Sachs' role as financial advisors to Warner-Lambert, Goldman Sachs and the
following investment banking employees of Goldman Sachs may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are stockholders of Warner-Lambert: Robert
Harrison, Suzanne Nora Johnson and Wayne Moore. In the normal course of
its business, each of Bear Stearns and Goldman Sachs regularly buys and
sells securities issued by Warner-Lambert for its own account and for the
accounts of its customers, which transactions may result in either Bear
Stearns, Goldman Sachs or the associates of either of them having a net
"long" or a net "short" position in Warner-Lambert securities, or options
contracts or other derivatives in or relating to such securities. As of
November 15, 1999, Bear Stearns held a net short position of 18,000 shares
of Warner-Lambert common stock, and customer accounts managed by Bear
Stearns Asset Management, an affiliate of Bear, Stearns & Co. Inc., held a
net long position of 1,800 shares. As of November 15, 1999, Goldman Sachs
held a net short position of 156,299 shares of Warner-Lambert common stock;
in addition, an affiliate of Goldman, Sachs & Company, Goldman Sachs Asset
Management, serves as an investment advisor to various mutual funds which
in the aggregate held a net long position of 4,104,203 shares.
WARNER-LAMBERT COMPANY
FINANCIAL RESULTS
THREE AND TWELVE MONTHS ENDED DECEMBER 31, 1999
(IN MILLIONS, EXCEPT EARNINGS PER SHARE)
TWELVE MONTHS ENDED DECEMBER 31
1999 1998
---- ----
Net sales $ 12,928.9 $ 10,743.8
Research & development 1,259.0 1,025.6
Income before income taxes 2,441.2 1,791.0
Provision for income taxes 708.0 517.8
Net income 1,733.2 1,273.2
Earnings per share:
Basic $ 2.03 $ 1.50
Diluted $ 1.96 $ 1.45
THREE MONTHS ENDED DECEMBER 31
1999 1998
---- ----
Net sales $ 3,534.6 $ 3,036.1
Research & development 356.6 300.4
Income before income taxes 686.4 489.4
Provision for income taxes 199.1 140.7
Net income 487.3 348.7
Earnings per share:
Basic $ 0.57 $ 0.41
Diluted $ 0.55 $ 0.40
Prior period amounts have been restated under the pooling of interests
method of accounting to include the results of operations of Agouron
Pharmaceuticals, Inc. acquired on May 17, 1999.
