SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WARNER-LAMBERT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 22-1598912
(State of incorporation) (I.R.S. employer identification
number)
201 Tabor Road 07950-2693
Morris Plains, New Jersey (Zip Code)
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Warner-Lambert Company, a Delaware corporation (the "Company") and
First Chicago Trust Company of New York, a New York corporation (the
"Rights Agent") entered into an Amendment to the Rights Agreement dated as
of February 6, 2000 (the "Amendment to Rights Agreement"), amending the
Amended and Restated Rights Agreement, dated as of March 25, 1997, between
the Company and the Rights Agent (the "Rights Agreement") in order to,
among other things, amend Section 1(a) of the Rights Agreement to provide
that neither Pfizer Inc., 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 (as defined
in the Amendment to Rights Agreement) or the consummation of the
transactions contemplated thereby.
A copy of the Amendment to Rights Agreement is attached hereto as
Exhibit 1 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.
ITEM 2. EXHIBITS
1. Amendment to Rights Agreement, dated as of February 6,
2000, between Warner-Lambert Company and First Chicago
Trust Company of New York, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated as of: February 18, 2000
WARNER-LAMBERT COMPANY
By: /s/ Rae G. Paltiel
--------------------------
Name: Rae G. Paltiel
Title: Secretary
INDEX OF EXHIBITS
Exhibit No. Description
- ----------- -----------
1. Amendment to Rights Agreement, dated as of February
6, 2000, between Warner-Lambert Company and First
Chicago Trust Company of New York, as Rights Agent.
Exhibit 1
AMENDMENT
TO RIGHTS AGREEMENT
Amendment, dated as of February 6, 2000 (the "Amendment"),
between WARNER-LAMBERT COMPANY, a Delaware corporation (the "Company"), and
FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New York corporation, as rights
agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into an
Amended and Restated Rights Agreement, dated as of March 25, 1997, as
amended by that certain Amendment dated as of November 3, 1999 (as amended,
the "Rights Agreement");
WHEREAS, the Company was a party to an Agreement and Plan of
Merger, dated as of November 3, 1999, by and among the Company, American
Home Products Corporation and a wholly-owned subsidiary of AHP (the "AHP
Merger Agreement");
WHEREAS, the AHP Merger Agreement has been terminated
pursuant to its terms;
WHEREAS, the Company desires to enter into an agreement
providing for the merger of the Company with a wholly-owned subsidiary of
Pfizer Inc.;
WHEREAS, there is not as of the date hereof any Acquiring
Person (as defined in the Rights Agreement); and
WHEREAS, the Company desires to further amend the Rights
Agreement in accordance with Section 27 thereof.
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
Section 1. Amendment to Definition of "Acquiring Person."
Section 1(a) of the Rights Agreement is amended by deleting the last
sentence, beginning with the words "Notwithstanding the foregoing" and
ending with the words "as the case may be." and inserting the following
sentence in its place: "Notwithstanding the foregoing, neither Pfizer Inc.
("Pfizer") nor any of its Affiliates shall become an Acquiring Person as a
result of the execution of the Agreement and Plan of Merger, dated as of
February 6, 2000 by and among Pfizer, Seminole Acquisition Sub Corp., and
the Company (as the same may be amended from time to time, the "Merger
Agreement") or consummation of the transactions contemplated thereby
pursuant to the terms of the Merger Agreement."
Section 2. Rights Agreement as Amended. The term "Agreement"
as used in the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended hereby. The foregoing amendments shall be effective as
of the date hereof and, except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected
hereby.
Section 3. Counterparts. This Amendment may be executed in
any number of counterparts, and each of such counterparts shall for all
purposes be deemed an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 4. Governing Law. This Amendment shall be deemed to
be a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of
such State applicable to contracts made and to be performed entirely within
such State.
Section 5. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
Attest: WARNER-LAMBERT COMPANY
By: /s/ Gregory Johnson By: /s/ Lodewijk J.R. de Vink
------------------------------------- -------------------------
Name: Gregory L. Johnson Name: Lodewijk J.R. de Vink
Title: Senior Vice President and Title: Chairman, President
General Counsel and Chief Executive
Officer
Attest: FIRST CHICAGO TRUST COMPANY OF
NEW YORK, as Rights Agent
By: /s/ John Piskadlo By: /s/ Charles D. Keryc
----------------------------------- --------------------
Name: John Piskadlo Name: Charles D. Keryc
Title: Assistant Vice President Title: Vice President
