Filed by Warner-Lambert Company
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant Rule 14a-12
of the Securities Exchange Act of 1934
Commission File No: 001-3608
Subject Company: Warner-Lambert Company
THE FOLLOWING LETTER FROM WARNER-LAMBERT'S CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER WAS POSTED TODAY ON WARNER-LAMBERT'S WEB SITE:
FROM THE CHAIRMAN:
With the anticipated merger of Warner-Lambert and Pfizer, we have set the
stage for developing a new generation of scientific breakthroughs and
rapidly evolving into the world's most valuable health care company.
Now, working as one company, we can reach for even loftier levels of
excellence.
The key to achieving long-term growth at leadership rates is product
innovation and excellence in all facets of our global operations. With a
combined annual R&D budget approaching $5 billion, a scientific staff of
12,000 and a work force of talented and committed people around the world,
our platform to do so will be formidable.
We look forward to the challenge of creating the world's premier health
care company and maintaining our covenant with patients, customers,
business partners, our colleagues and shareholders.
Sincerely,
Lodewijk J.R. de Vink
Chairman, President and Chief Executive Officer
These communications include certain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are naturally
subject to uncertainty and changes in circumstances. Actual results may
vary materially from the expectations contained herein. The forward-looking
statements in this document include statements about future financial and
operating results and the proposed Warner-Lambert/Pfizer transaction. The
following factors, among others, could cause actual results to differ
materially from those described herein: inability to obtain, or meet
conditions imposed for, governmental approvals for the merger between
Warner-Lambert and Pfizer; failure of the Warner-Lambert or Pfizer
stockholders to approve the merger; the risk that the Warner-Lambert and
Pfizer businesses will not be integrated successfully; the costs related to
the merger; and other economic, business, competitive and/or regulatory
factors affecting and Warner-Lambert's and Pfizer's businesses generally.
More detailed information about those factors is set forth in
Warner-Lambert's and Pfizer's filings with the Securities and Exchange
Commission, including their Annual Reports filed on Form 10-K for the
fiscal year ended 1998, especially in the Management's Discussion and
Analysis section, their most recent quarterly reports on Form 10-Q, and
their Current Reports on Form 8-K. Warner-Lambert and Pfizer are under no
obligation to (and expressly disclaim any such obligation to) update or
alter their forward-looking statements whether as a result of new
information, future events or otherwise.
* * * * * *
On November 15, 1999, Pfizer filed a joint proxy statement/prospectus in
connection with its proposed merger with Warner-Lambert. Pfizer and
Warner-Lambert will be jointly preparing an amendment to the joint proxy
statement/prospectus and will be filing such amendment with the Securities
and Exchange Commission as soon as practicable. WE URGE INVESTORS TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE
FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents filed by Pfizer Inc. and
Warner-Lambert Company with the Commission at the Commission's web site at
www.sec.gov. In addition, the joint proxy statement/prospectus and other
documents filed with the SEC by Pfizer may be obtained for free from Pfizer
by directing a request to Pfizer Inc., 235 42nd Street, New York, New York
10017, Attention: Investor Relations, telephone: (212) 573-2668. Documents
filed with the SEC by Warner-Lambert may be obtained for free from Warner-
Lambert by directing a request to Warner-Lambert Company, 201 Tabor Road,
Morris Plains, New Jersey 07950, Attention: Corporate Secretary, telephone
(973) 385-4593.
Warner-Lambert and certain other persons named below will be
soliciting proxies from Warner-Lambert shareholders in favor of the merger.
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: 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 2% of
Warner-Lambert's common stock.
The participants may also own unvested options to purchase shares of
Warner-Lambert common stock and restricted shares of common stock, each
granted under certain Warner-Lambert compensation plans; in connection with
the merger, all such options will become vested and exercisable and all
restrictions on restricted shares will lapse. As of the date of this
communication, none of the foregoing participants individually or in the
aggregate own restricted shares or unvested options to purchase in excess
of 1% of Warner-Lambert's common stock. Certain of the above participants
may also be covered by severance plans which may be triggered in connection
with the merger.
