<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 1999
REGISTRATION NO. 333-65601
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
ABBOTT LABORATORIES
---------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
ILLINOIS 36-0698440
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
</TABLE>
100 ABBOTT PARK ROAD
ABBOTT PARK, ILLINOIS 60064-3500
(847) 937-6100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JOSE M. DE LASA
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
ABBOTT LABORATORIES
100 ABBOTT PARK ROAD
ABBOTT PARK, ILLINOIS 60064-3500
(847) 937-6100
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
------------------------------
COPIES TO:
Robert E. Curley
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
(312) 782-0600
------------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /__________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /__________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE (1) PRICE (1) FEE
<S> <C> <C> <C> <C>
Common Stock, Without Par Value....... 500,000 shares $39.875 $19,937,500 $5,882
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee based
on the average of the high and low sales prices on the New York Stock
Exchange Composite Tape on October 8, 1998.
------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
500,000 SHARES
ABBOTT LABORATORIES
COMMON STOCK
------------------
Abbott Laboratories is offering you up to 500,000 shares of its common stock
upon exercise of options that participants in Abbott's Incentive Stock Programs
have transferred to you. The exercise price and times during which these options
may be exercised are set forth in each option. Abbott grants these transferrable
options under its Incentive Stock Programs to its officers and directors, who
may transfer these options as gifts to certain family members or entities formed
for their benefit. See "Plan of Distribution."
Abbott's common stock is traded on the New York Stock Exchange, the Chicago
Stock Exchange, and the Pacific Exchange under the symbol ABT. On January 11,
1999, the last reported sale price of common stock on the New York Stock
Exchange was $47 per share.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
------------------------
The date of this prospectus is January __, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
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PAGE PAGE
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<S> <C> <C> <C>
The Company...................................... 2 Plan of Distribution............................. 5
Where to Get More Information.................... 3 Experts.......................................... 8
Use of Proceeds.................................. 4 Validity of Shares............................... 8
Summary of Selected Financial Data............... 4
</TABLE>
THE COMPANY
Abbott is an Illinois corporation, incorporated in 1900. Abbott's corporate
offices are located at 100 Abbott Park Road, Abbott Park, Illinois 60064-3500.
Its telephone number is (847) 937-6100.
Abbott's principal business is the discovery, development, manufacture, and
sale of a broad and diversified line of health care products and services. Among
Abbott's products is a line of adult and pediatric pharmaceuticals and
nutritionals. These products are sold primarily on the prescription or
recommendation of physicians or other health care professionals. This line also
includes agricultural and chemical products, bulk pharmaceuticals, and consumer
products. In addition, Abbott produces a line of hospital and laboratory
products which includes diagnostic systems for blood banks, hospitals,
commercial laboratories, alternate-care testing sites, and consumers;
intravenous and irrigation fluids and related administration equipment,
including electronic drug delivery systems; drugs and drug delivery systems;
anesthetics; pain management products; critical care products; diagnostic
imaging products and other medical specialty products for hospitals and
alternate-care sites.
Abbott markets products in approximately 130 countries through affiliates
and distributors. Most of Abbott's products are sold both in and outside the
United States. Abbott employs approximately 54,000 persons in its various
offices, plants and facilities located throughout North America, South America,
Europe, Africa, Asia and Australia. Abbott purchases necessary raw materials and
supplies essential to Abbott's operations from numerous suppliers in the United
States and overseas.
2
<PAGE>
WHERE TO GET MORE INFORMATION
Abbott Laboratories has filed a registration statement with the Securities
and Exchange Commission relating to the 500,000 shares of Abbott common stock
offered with this prospectus. This prospectus does not contain all of the
information described in the registration statement. For further information,
you should refer to the registration statement.
Abbott files annual, quarterly, and current reports, proxy statements and
other information with the Commission. You may read and copy any reports,
statements, or other information Abbott files at the Commission's public
reference room in Washington, D.C. You may request copies of these documents,
upon payment of a duplicating fee, by writing to the Commission. Please call the
Commission at 1-800-SEC-0330 for further information on the operation of the
public reference room. Abbott's filings with the Commission are also available
to the public on the Commission's web site at http:/ www.sec.gov.
The following documents, which Abbott has filed with the Commission, are
incorporated into this prospectus by reference and considered a part of this
prospectus:
- Annual Report on Form 10-K for the year ended December 31, 1997.
- Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
- Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
- Quarterly Report on Form 10-Q for the quarter ended September 30, 1998.
Information that Abbott subsequently files with the Commission will update
and supercede this information. Abbott is also incorporating by reference all
documents that it files with the Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus and before the termination of the offering of the common stock.
Abbott will provide any of the above documents (including any exhibits
specifically incorporated by reference in those documents) to each person,
including any beneficial owner, to whom a prospectus is delivered. You may
request these documents at no cost by writing Abbott at 100 Abbott Park Road,
Abbott Park, Illinois 60064-3500, Attention Jose M. de Lasa, Senior Vice
President, Secretary and General Counsel, or by telephone at (847) 937-6100.
You should rely only on the information provided in this prospectus or
incorporated in this prospectus by reference. Abbott has not authorized anyone
else to provide you with different information.
3
<PAGE>
USE OF PROCEEDS
The amount of the proceeds Abbott receives upon exercise of the transferable
options to which this prospectus relates will depend upon the exercise prices of
the options and the extent to which they are exercised. Abbott's expenses of the
offering will be minimal. Abbott will use the proceeds from the exercise of the
transferable options for general corporate purposes.
SUMMARY OF SELECTED FINANCIAL DATA
The following Summary of Selected Financial Data is derived from the
information incorporated by reference in Abbott's Annual Report on Form 10-K for
1997 and Abbott's Quarterly Report on Form 10-Q for the quarter ended September
30, 1998. Both the 10-K and the 10-Q are incorporated herein by reference. On
February 13, 1998, the Board of Directors of Abbott Laboratories approved a
two-for-one stock split. Shareholders of record on May 1, 1998 were issued an
additional share of Abbott's common stock on May 29, 1998 for each share owned
on the record date. All per share data in the following Summary of Selected
Financial Data has been adjusted to reflect the stock split.
ABBOTT LABORATORIES AND SUBSIDIARIES
(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
(UNAUDITED)
NINE MONTHS ENDED
------------------------
SEPTEMBER 30 YEAR ENDED DECEMBER 31
------------------------ --------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
----------- ----------- ---------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Summary of Operations:
Net sales................... $ 9,147.4 $ 8,765.4 $ 11,883.5 $ 11,013.5 $ 10,012.2 $ 9,156.0 $ 8,407.8
Net earnings................ 1,706.9 1,527.8 2,094.5 1,882.0 1,688.7 1,516.7 1,399.1
Basic earnings per common
share..................... 1.12 .99 1.36 1.20 1.06 .93 .84
Diluted earnings per common
share..................... 1.10 .97 1.34 1.19 1.05 .92 .84
Financial Position:
Total assets................ 12,603.0 11,576.0 12,061.1 11,125.6 9,412.6 8,523.7 7,688.6
Long-term debt.............. 1,340.8 939.5 938.0 932.9 435.2 287.1 306.8
Other Statistics:
Cash dividends declared per
common share.............. .45 .405 .54 .48 .42 .38 .34
</TABLE>
4
<PAGE>
PLAN OF DISTRIBUTION
Abbott is offering its shares of common stock to transferees of transferable
non-qualified stock options granted to Abbott's directors and officers pursuant
to the Abbott Laboratories 1996 Incentive Stock Program, the Abbott Laboratories
1991 Incentive Stock Program, and the Abbott Laboratories 1986 Incentive Stock
Program, which are described below.
ASSIGNMENT OF BENEFITS
Except as provided by the Compensation Committee of Abbott's board of
directors, benefits granted under the Programs will be exercisable only by the
holder during the holder's lifetime, although they can be transferred by will or
by the laws of descent and distribution. The committee has authorized the
transfer of non-qualified stock options held by active and retired directors and
officers as gifts to the director's or officer's spouse, child or grandchild or
to a family trust, a family partnership, a family limited liability company or a
similar arrangement for the benefit of a spouse, child or grandchild.
TAX EFFECTS OF GRANT, TRANSFER AND EXERCISE OF NON-QUALIFIED STOCK OPTIONS
Under existing law and regulations, the grant of non-qualified stock options
will not result in income taxable to the employee or director or provide an
income tax deduction to Abbott. Neither the transferor nor the transferee will
recognize ordinary income when a non-qualified stock option is transferred. The
subsequent exercise of the non-qualified stock option will, however, result in
taxable income to the transferor, and Abbott will be entitled to a corresponding
deduction. The amount so taxable and so deductible will be the excess of the
fair market value of the shares purchased over their exercise price. The basis
of non-qualified stock option shares will be equal to the shares' fair market
value on exercise, and upon subsequent disposition any further gain or loss will
be long-term or short-term capital gain or loss, depending upon the length of
time the shares are held. The foregoing is a summary of the principal federal
income tax rules applicable to the usual situation. It does not specifically
discuss the gift tax consequences or the related income tax consequences of
stock option transfers. Each participant should discuss his or her individual
situation with a qualified tax adviser. If the information under this heading
should change, updated information will be provided in an appendix to the
prospectus.
GENERAL PROGRAM INFORMATION
The programs are designed to permit Abbott to provide several different
forms of benefits to meet competitive conditions and the particular
circumstances of the individuals who may be eligible to receive benefits. The
programs authorize the grant of several different forms of benefits including
incentive stock options, non-qualified stock options, stock appreciation rights,
limited stock appreciation rights, restricted stock awards, performance awards,
and foreign qualified benefits.
The purpose of the programs is to allow Abbott to attract and retain
outstanding individuals as directors, officers and other employees and to
furnish an incentive to those persons to increase profits by providing them with
the opportunity to acquire shares of Abbott's common stock, or to receive
monetary payments based on the value of such shares or on Abbott's financial
performance, or both, on advantageous terms and to further align such persons'
interests with those of Abbott's other shareholders through compensation that is
based on the value of Abbott's common stock.
Abbott expects to continue the 1996 program, but necessarily reserves the
right to amend or terminate it at anytime. The 1996 program will continue in
effect until terminated by Abbott's board of directors, except that no incentive
stock option may be granted more than ten years after the date of adoption of
the 1996 program by the board of directors which occurred on October 13, 1995.
5
<PAGE>
The Committee administers the programs. The members of the committee are
appointed by the board of directors, have no fixed term of office, and serve at
the pleasure of the board of directors.
Requests for additional information about the programs and its
administrators should be addressed to Abbott's Senior Vice President, Human
Resources, at the following address: Senior Vice President, Human Resources,
Abbott Laboratories, 100 Abbott Park Road, Abbott Park, Illinois 60064-3500,
telephone number (847) 937-3960.
The programs are not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
The 1996 program authorizes the granting of options and other benefits with
respect to an aggregate of:
- 10,000,000 shares of Abbott's common stock, plus
- an annual additional authorization of seven-tenths of one percent (0.7%)
of the total common stock of Abbott issued and outstanding on the first
day of each calendar year beginning with 1996, plus
- shares authorized but unissued under the 1991 and 1986 programs.
The number of shares authorized under the 1996 program are subject to
adjustments as provided below. Any common stock reserved under an annual
additional authorization for any calendar year as to which options or other
benefits have not been awarded as of the end of such calendar year are available
for issuance under benefits granted in subsequent years.
As of August 31, 1998, options to purchase 64,494,615 shares of common stock
were outstanding and 13,661,417 shares were reserved and available for
additional grants under the programs. Benefits may no longer be granted under
the 1991 and 1986 programs.
The common stock covered by the 1996 program may be either authorized but
unissued shares or treasury shares (except that restricted stock awards may be
satisfied only from Abbott's treasury shares). If:
- there is a lapse, expiration, termination, or cancellation of any benefit
granted under any of the programs without the issuance of shares or
payment of cash, or
- shares are issued under any benefit under any of the programs and
thereafter are reacquired by Abbott pursuant to rights reserved upon the
issuance of a benefit, or pursuant to the payment of the purchase price of
shares under stock options by delivery of other shares of Abbott's common
stock,
those shares may again be used for new options, rights, or awards of any type
authorized under the 1996 program. Nevertheless, the shares of common stock
issued under the programs, which are not reacquired by Abbott pursuant to rights
reserved upon the issuance thereof or pursuant to payment of the purchase price
of shares under stock options by delivery of other shares of Abbott's common
stock, may not exceed the total number of shares reserved for issuance under the
programs.
The programs provide for adjustment in the number of shares reserved and in
the shares covered by each outstanding option in the event of a stock dividend
or stock split and for continuation of benefits and other equitable adjustment
in the event of reorganization, sale, merger, consolidation, spin-off, or
similar occurrence.
Upon the exercise of a stock appreciation right or a limited stock
appreciation right, the number of shares reserved for issuance under the
programs shall be reduced by the number of shares of common stock covered by the
option or portion thereof which is surrendered in connection with such exercise.
The number of shares reserved for issuance under the programs also shall be
reduced by the largest whole number obtained by dividing (A) the monetary value
of performance units granted at the commencement of a performance period by (B)
the market value of a share of common stock at such time.
6
<PAGE>
PERSONS WHO MAY PARTICIPATE IN THE 1996 PROGRAM
The committee, in its sole discretion, shall designate from time to time
those officers and other employees of Abbott and its subsidiaries who will be
eligible to receive benefits under the 1996 program. In addition, members of the
board of directors who are not employees of Abbott or its subsidiaries receive
certain restricted stock awards and may receive non-qualified stock options.
There are limits imposed on shares covered by restricted stock awards and
non-qualified stock
options that may be granted to non-employee directors. The maximum number of
shares with respect to which incentive stock options, non-qualified stock
options, stock appreciation rights and limited stock appreciation rights may be
granted to any one participant, in aggregate, in any one calendar year, is
2,000,000 shares. The programs provide that the aggregate fair market value
(determined as of the time the option is granted) of the common stock with
respect to which incentive stock options may become exercisable for the first
time by any individual during any calendar year may not exceed $100,000. In no
event shall incentive stock options be granted with respect to more than the
lesser of:
- 150,000,000 shares (plus any shares acquired by Abbott pursuant to payment
of the purchase price of shares under incentive stock options by delivery
of other shares of Abbott's common stock), or
- the total number of shares otherwise reserved for issuance under the
programs.
BENEFITS UNDER NON-QUALIFIED STOCK OPTIONS
A stock option permits its holder to purchase a specific number of shares of
common stock, during a specified period, upon set terms, and at a set price. The
actual purchase of common stock pursuant to the option is called the "exercise"
of the option.
A stock option may be either an incentive stock option or a non-qualified
stock option. Incentive stock options are options that qualify for special
federal income tax treatment under Section 422 of the Internal Revenue Code of
1986, as amended. Stock options which do not qualify for special federal income
tax treatment under Code Section 422 are termed "non-qualified stock options."
The federal income tax treatment of non-qualified stock options is discussed in
the section of this prospectus entitled "Tax Effects of Grant, Transfer, and
Exercise of Non-Qualified Stock Options."
Under the programs, the purchase price of any option must be at least 100
percent of the fair market value of the common stock at the time the option is
granted. The committee may provide for the payment of the purchase price in
cash, by delivery of other shares of Abbott's common stock having a market value
equal to the purchase price of such shares, or by any other method. A
participant may pay the purchase price by delivery of an exercise notice
accompanied by a copy of irrevocable instructions to a broker to deliver
promptly to Abbott sale or loan proceeds to pay the purchase price. A
participant may pay the purchase price of any option only in accordance with the
conditions contained in his or her option agreement.
The committee may permit or require a participant to pay all or a portion of
the federal, state and local taxes, including FICA and Medicare withholding tax,
arising in connection with the exercise of a non-qualified stock option, by
having Abbott withhold shares or by delivering shares received in connection
with the option or previously acquired, having a fair market value approximating
the amount to be withheld.
The committee may grant stock options that provide for the automatic grant
of replacement stock options. When a non-qualified stock option provides for the
automatic grant of a replacement stock option, that replacement stock option
will cover not only the number of shares surrendered to pay the non-qualified
stock option's purchase price but will also cover the number of shares
surrendered by the option holder or withheld by Abbott to pay the taxes incurred
in connection with the exercise of the
7
<PAGE>
non-qualified stock option. The purchase price of any replacement stock option
must be 100 percent of the fair market value of the common shares at the time
the replacement stock option is granted. Further, every replacement stock option
will be exercisable in full six months from the date of its grant, will expire
on the expiration date of the original stock option, and will be a non-qualified
stock option.
The period of any option will be determined by the committee, but no option
may be exercised either earlier than six months or after the expiration of ten
years from the date it is granted. Each of the programs contains special rules
governing an option's exercise following the option holder's retirement, death,
disability, or other termination of employment. The programs also provide that,
notwithstanding any other provision, upon the occurrence of a "Change in
Control" (as defined in that program) of Abbott, all stock options (whether or
not then exercisable) shall become fully exercisable as of the date of the
Change in Control (subject to the six month holding period). Termination
provisions in the event of retirement, death, disability, or other termination
of employment will depend upon and be in accordance with the restrictions and
conditions contained in the individual option agreements.
The 1996 program also permits non-employee directors to elect to receive any
or all of their directors' fees earned during the second half of 1996 and in
subsequent years in the form of non-qualified stock options. The number of
shares of common stock covered by each non-qualified stock option will be
determined by an independent appraisal of the intrinsic value of the options
being granted and the amount of the director's election for that year. These
options will be granted annually on the date of Abbott's Annual Shareholder
meeting and at a purchase price equal to the fair market value of the shares
covered by the option on the grant date and shall not be exercisable after ten
years from the grant date.
EXPERTS
The consolidated financial statements and schedules included in the Annual
Report on Form 10-K for the year ended December 31, 1997, incorporated by
reference in this Registration Statement, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
VALIDITY OF SHARES
The validity of the common stock offered hereby has been passed upon for
Abbott by Jose M. de Lasa, Esq., Senior Vice President, General Counsel and
Secretary of Abbott. As of the date of this prospectus, Mr. de Lasa held options
to purchase 376,132 shares of common stock, 161,841 of which were then
exercisable.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
A list of exhibits filed herewith or incorporated by reference is contained
in the Exhibit Index which is incorporated herein by reference.
II-1
<PAGE>
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-3 and has duly caused this Amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the County of Lake, State of Illinois, on January 18, 1999.
<TABLE>
<S> <C> <C>
ABBOTT LABORATORIES
By: /s/ MILES D. WHITE
-----------------------------------------
Miles D. White
CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amended
Registration Statement has been signed by the following persons in the
capacities indicated on January 18, 1999.
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------ ---------------------------------------------------------
<S> <C>
/s/ D.L. BURNHAM*
- ------------------------------
D. L. Burnham Chairman of the Board and Director
/s/ MILES D. WHITE* Chief Executive Officer
- ------------------------------ and Director
Miles D. White (principal executive officer)
/s/ ROBERT L. PARKINSON,
JR.*
- ------------------------------ President, Chief Operating Officer
Robert L. Parkinson, Jr. and Director
/s/ GARY P. COUGHLAN* Senior Vice President, Finance and
- ------------------------------ Chief Financial Officer
Gary P. Coughlan (principal financial officer)
/s/ THEODORE A. OLSON*
- ------------------------------ Vice President and Controller
Theodore A. Olson (principal accounting officer)
/s/ K. FRANK AUSTEN, M.D.*
- ------------------------------
K. Frank Austen, M.D. Director
/s/ DAVID A. JONES*
- ------------------------------
David A. Jones Director
/s/ DAVID A. L. OWEN*
- ------------------------------
David A. L. Owen Director
/s/ BOONE POWELL, JR.*
- ------------------------------
Boone Powell, Jr. Director
/s/ A. BARRY RAND*
- ------------------------------
A. Barry Rand Director
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------ ---------------------------------------------------------
<S> <C>
/s/ W. ANN REYNOLDS, PH.D.*
- ------------------------------
W. Ann Reynolds, Ph.D. Director
/s/ WILLIAM D. SMITHBURG*
- ------------------------------
William D. Smithburg Director
/s/ JOHN R. WALTER*
- ------------------------------
John R. Walter Director
/s/ WILLIAM L. WEISS*
- ------------------------------
William L. Weiss Director
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ JOSE M. DE LASA
-------------------------
Jose M. de Lasa
ATTORNEY-IN-FACT
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
3.1 Corporate By-laws--Abbott Laboratories.*
4.1 Abbott Laboratories 1986 Incentive Stock Program (incorporated by reference, to Exhibit 10, Material
Contracts, of the Company's Annual Report on Form 10-K, filed March 9, 1998).
4.2 Abbott Laboratories 1991 Incentive Stock Program (incorporated by reference, to Exhibit 10, Material
Contracts, of the Company's Annual Report on Form 10-K, filed March 9, 1998).
4.3 Abbott Laboratories 1996 Incentive Stock Program (incorporated by reference, to Exhibit 10, Material
Contracts, of the Company's Annual Report on Form 10-K, filed March 9, 1998).
4.4 Form of Option Agreement--Employee (Current form. Earlier forms differ in ways that are not material and
will be furnished to the Commission upon request.)**
4.5 Form of Option Agreement--Non-Employee Director (Current form. Earlier forms differ in ways that are not
material and will be furnished to the Commission upon request.)**
5.1 Opinion of Jose M. de Lasa.*
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Jose M. de Lasa (included in the opinion filed as Exhibit 5.1 to the initial Registration
Statement)
24.1 Power of Attorney (included on signature page of the initial Registration Statement)
</TABLE>
- ------------------------
* included with initial filing
** included with First Amendment
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
As independent public accountants, we hereby consent to the incorporation by
reference in this amended registration statement of our reports dated January
15, 1998 (except with respect to the matter discussed in Note 12, as to which
the date is February 13, 1998), included and incorporated by reference in Abbott
Laboratories' Form 10-K for the year ended December 31, 1997, and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Chicago, Illinois
January 13, 1999
