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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ABBOTT LABORATORIES
(Exact name of registrant as specified in its charter)
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<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 60064-6400
(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 60064-6020
(847) 937-8905
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
<TABLE>
<S> <C>
PHILIP J. NIEHOFF CHARLES W. MULANEY, JR.
Mayer, Brown & Platt Skadden, Arps, Slate, Meagher & Flom
190 South LaSalle Street 333 West Wacker Drive
Chicago, Illinois 60603 Chicago, Illinois 60606
(312) 782-0600 (312) 407-0700
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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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. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO BE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) REGISTRATION FEE(2)(3)
<S> <C> <C>
Common Shares, Without Par Value, and Debt Securities............. $1,350,000,000 $166,800
</TABLE>
(1) If any Debt Securities are issued at an original issue discount, then the
principal account of such Debt Securities shall be such greater principal
amount as shall result in an aggregate initial offering price not to exceed
$1,350,000,000 less the aggregate dollar amount of all securities previously
issued hereunder.
(2) Pursuant to Rule 457(o) under the Securities Act of 1933, the registration
fee is calculated on the maximum offering price of all securities listed,
and the table does not specify information about the amount to be
registered.
(3) Pursuant to Rule 429 under the Securities Act of 1933, $750,000,000 of debt
securities are being carried forward from registration statement on Form S-3
(No. 333-63481) for inclusion in this prospectus. Of the $1,350,000,000 of
securities registered hereby, $750,000,000 may therefore be issued only in
the form of debt securities. A registration fee of $221,250 has previously
been paid with respect to the debt securities. The fee for such debt
securities was paid in September 1998 and thus calculated using the
registration fees for fiscal year 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>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. ABBOTT
MAY NOT SELL THE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND ABBOTT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 23, 1999
PROSPECTUS
ABBOTT LABORATORIES
By this prospectus, Abbott may offer from time to time a total of up to
$1,350,000,000 of common shares and debt securities, which may include up to:
--$600,000,000 of common shares
--$1,350,000,000 of debt securities
Abbott will provide you with the specific terms and the public offering
prices of these securities in supplements to this prospectus. You should read
this prospectus and the prospectus supplements carefully before you invest. This
prospectus may not be used to offer and sell securities unless accompanied by a
prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful and complete. Any representation to the contrary is a
criminal offense.
This prospectus is dated July , 1999
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that Abbott filed with
the Securities and Exchange Commission under the shelf process. Abbott may sell
common shares for up to $600,000,000 and debt securities for up to
$1,350,000,000 under this prospectus, but the total sales of all securities sold
under this prospectus may not exceed $1,350,000,000. This prospectus provides
you with a general description of the securities Abbott may offer. Each time
Abbott sells securities, Abbott will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading "Where You Can
Find More Information."
ABBOTT LABORATORIES
Abbott Laboratories is an Illinois corporation incorporated in 1900.
Abbott's principal business is the discovery, development, manufacture and sale
of a broad and diversified line of health care products and services.
Abbott has six revenue segments:
(1) Pharmaceutical Products--includes a broad line of adult and pediatric
pharmaceuticals which are sold primarily on the prescription or
recommendation of physicians.
(2) Diagnostic Products--includes diagnostic systems and tests for blood
banks, hospitals, commercial laboratories, alternate-care testing sites
and consumers.
(3) Hospital Products--includes drug and drug delivery systems,
perioperative and intensive care products, cardiovascular products, renal
products, oncology products, intravenous and irrigation solutions,
related manual and electronic administration equipment and diagnostic
imaging products for hospitals and alternate-care sites.
(4) Ross Products--includes a broad line of adult and pediatric
nutritionals. These products are sold primarily on the recommendation of
physicians or other health care professionals. The segment also includes
specialty pharmaceuticals and consumer products.
(5) International--includes a broad line of hospital, pharmaceutical and
adult and pediatric nutritional products marketed and primarily
manufactured outside the United States. These products are sold primarily
on the prescription or recommendation of physicians and other health care
professionals. This segment also includes consumer products.
(6) Chemical and Agricultural Products--includes agricultural and chemical
products, bulk pharmaceuticals and animal health products.
Abbott also has a 50 percent owned joint venture, TAP Holdings Inc. TAP and
its subsidiary develop and market pharmaceutical products in the United States.
TAP's products are generally sold directly to physicians, retailers,
wholesalers, health care facilities and government agencies.
Abbott purchases, in the ordinary course of business, necessary raw
materials and supplies essential to Abbott's operations from numerous suppliers
worldwide. Abbott markets products in approximately 130 countries through
affiliates and distributors. Most of Abbott's products are sold both in the
United States and internationally. Abbott employs approximately 56,000 persons
in its various offices, plants and facilities located throughout North America,
South America, Europe, Africa, Asia and Australia. Abbott's corporate offices
are located at 100 Abbott Park Road, Abbott Park, Illinois 60064-6400, and the
telephone number is (847) 937-6100.
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USE OF PROCEEDS
Abbott will use the net proceeds from the sale of the securities for general
corporate purposes.
DESCRIPTION OF DEBT SECURITIES
The debt securities will be issued under an indenture between Abbott and
Harris Trust and Savings Bank, as trustee. The following is a summary of the
material provisions of the indenture and is qualified in its entirety by the
provisions of the indenture, including definitions of certain terms used in the
indenture. Wherever Abbott refers to particular sections or defined terms of the
indenture, those sections or defined terms are incorporated by reference in this
prospectus or prospectus supplement. You should review the indenture that is
filed as an exhibit to the registration statement for additional information.
The following summarizes certain general terms and provisions of the debt
securities. Each time Abbott offers debt securities, the prospectus supplement
relating to that offering will describe the terms of the debt securities Abbott
is offering.
GENERAL
Abbott may issue debt securities from time to time in one or more series
without limitation as to aggregate principal amount. The debt securities will be
Abbott's unsecured and unsubordinated obligations and will rank equally and
ratably with Abbott's other unsecured and unsubordinated obligations.
Unless otherwise indicated in the prospectus supplement, principal of,
premium, if any, and interest on the debt securities will be payable, and the
transfer of debt securities will be registrable, at the office or agency to be
maintained by Abbott in Chicago and at any other office or agency Abbott
maintains for such purpose. The debt securities will be issued only in fully
registered form without coupons and, unless otherwise indicated in the
applicable prospectus supplement, in denominations of $1,000 or integral
multiples thereof. No service charge will be made for any registration of
transfer or exchange of the debt securities, but Abbott may require you to pay a
sum sufficient to cover any tax or other governmental charge imposed in
connection therewith.
The prospectus supplement will describe the following terms of the debt
securities Abbott is offering:
- the title of the debt securities;
- any limit on the aggregate principal amount of the debt securities;
- the date or dates on which the principal of the debt securities is
payable;
- the rate or rates, which may be fixed or variable, at which the debt
securities will bear interest or the method by which the rate or rates
will be determined, if any, the date or dates from which any interest will
accrue, the interest payment dates on which any interest will be payable,
and the regular record date for the interest payable on any interest
payment date;
- the place or places where the principal of and any premium and interest on
the debt securities will be payable;
- the person who is entitled to receive any interest on the debt securities,
if other than the record holder on the record date;
- the period or periods within which, the price or prices at which and the
terms and conditions upon which the debt securities may be redeemed, in
whole or in part, at the option of Abbott;
- the obligation, if any, of Abbott to redeem, purchase or repay the debt
securities pursuant to any sinking fund or analogous provisions or at the
option of a holder and the period or periods
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within which, the price or prices at which and the terms and conditions
upon which Abbott will redeem, purchase or repay, in whole or in part, the
debt securities pursuant to such obligation;
- the currency, currencies or currency units in which Abbott will pay the
principal of and any premium and interest on any debt securities, if other
than the currency of the United States of America;
- if the amount of payments of principal of or any premium or interest on
any debt securities may be determined with reference to an index or
formula, the manner in which such amounts will be determined;
- if the principal of or any premium or interest on any debt securities is
to be payable, at Abbott's election or at the election of the holder, in
one or more currencies or currency units other than that or those in which
the debt securities are stated to be payable, the currency, currencies or
currency units in which payment of the principal of and any premium and
interest on the debt securities as to which such election is made will be
payable, and the periods within which and the terms and conditions upon
which such election is to be made;
- if other than the principal amount thereof, the portion of the principal
amount of the debt securities which will be payable upon declaration of
acceleration of the maturity;
- the applicability of the provisions described in the section of this
prospectus captioned, "Defeasance and Covenant Defeasance;"
- if the debt securities will be issued in whole or in part in the form of a
book-entry security as described in the section of this prospectus
captioned, "Book-Entry Securities," the depository Abbott appointed or its
nominee with respect to the debt securities and the circumstances under
which the book-entry security may be registered for transfer or exchange
or authenticated and delivered in the name of a person other than the
depository or its nominee; and
- any other terms of the debt securities.
Abbott may offer and sell the debt securities as original issue discount
securities at a substantial discount below their stated principal amount. The
prospectus supplement will describe the federal income tax consequences and
other special considerations applicable to original issue discount securities
and any debt securities the federal tax laws treat as having been issued with
original issue discount. "Original issue discount securities" means any debt
security which provides for an amount less than its principal amount to be due
and payable upon the declaration of acceleration of the maturity of the debt
security upon the occurrence and continuation of an "Event of Default."
The indenture does not contain covenants or other provisions designed to
afford holders of the debt securities protection in the event of a highly
leveraged transaction, change in credit rating or other similar occurrence.
BOOK-ENTRY SECURITIES
The debt securities will be represented by one or more global securities.
Unless otherwise indicated in the prospectus supplement, the global security
representing the debt securities will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York, or other successor depository
Abbott appoints and registered in the name of the depository or its nominee. The
debt securities will not be issued in definitive form unless otherwise provided
in the prospectus supplement.
DTC will act as securities depository for the securities. The debt
securities will be issued as fully-registered securities registered in the name
of Cede & Co. (DTC's partnership nominee). One fully-registered global security
will be issued with respect to each $200 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of debt securities.
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DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants deposit with DTC. DTC
also facilitates the settlement among participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct participants
include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is owned by a number of its
direct participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc., and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to indirect participants such as securities
brokers and dealers, banks, and trust companies that clear through or maintain a
custodial relationship with a direct participant, either directly or indirectly.
The rules applicable to DTC and its participants are on file with the SEC.
Purchases of debt securities under the DTC system must be made by or through
direct participants, which will receive a credit for the debt securities on
DTC's records. The ownership interest of each actual purchaser of each debt
security is in turn to be recorded on the direct and indirect participants'
records. These beneficial owners will not receive written confirmation from DTC
of their purchase, but beneficial owners are expected to receive a written
confirmation providing details of the transaction, as well as periodic
statements of their holdings, from the direct or indirect participants through
which the beneficial owner entered into the transaction. Transfers of ownership
interests in the debt securities are to be accomplished by entries made on the
books of participants acting on behalf of beneficial owners. Beneficial owners
will not receive certificates representing their ownership interests in debt
securities, except in the event that use of the book-entry system for the debt
securities is discontinued.
To facilitate subsequent transfers, all debt securities deposited by
participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of debt securities with DTC and their registration in the
name of Cede & Co. will effect no change in beneficial ownership. DTC has no
knowledge of the actual beneficial owners of the debt securities; DTC's records
reflect only the identity of the direct participants to whose accounts the debt
securities are credited, which may or may not be the beneficial owners. The
participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Delivery of notices and other communications by DTC to direct participants,
by direct participants to indirect participants, and by direct participants and
indirect participants to beneficial owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the debt
securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each direct participant in such issue to be
redeemed.
Neither DTC nor Cede & Co will consent or vote with respect to debt
securities. Under its usual procedures, DTC mails an omnibus proxy to Abbott as
soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to those direct participants to whose accounts the
debt securities are credited on the record date (identified in a listing
attached to the omnibus proxy).
Principal and interest payments, if any, on the debt securities will be made
to Cede & Co., as nominee of DTC. DTC's practice is to credit direct
participants' accounts, upon DTC's receipt of funds and corresponding detail
information from Abbott or the trustee, on the applicable payable date in
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accordance with their respective holdings shown on DTC's records. Payments by
participants to beneficial owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of that participant and not of DTC, the trustee or Abbott,
subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of principal and interest to Cede & Co. is Abbott's
responsibility or the trustee's, disbursement of payments to direct participants
shall be the responsibility of DTC, and disbursement of payments to beneficial
owners is the responsibility of direct and indirect participants.
A beneficial owner must give notice to elect to have its debt securities
purchased or tendered, through its participant, to a tender agent, and shall
effect delivery of debt securities by causing the direct participants to
transfer the participant's interest in the debt securities, on DTC's records, to
a tender agent. The requirement for physical delivery of debt securities in
connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the debt securities are transferred by
direct participants on DTC's records and followed by a book-entry credit of
tendered debt securities to the tender agent's account.
DTC may discontinue providing its services as securities depository with
respect to the debt securities at any time by giving reasonable notice to Abbott
or the trustee. Under these circumstances, in the event that a successor
securities depository is not obtained debt security certificates are required to
be printed and delivered.
Abbott may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, debt security
certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Abbott believes to be reliable, but Abbott
takes no responsibility for their accuracy.
CERTAIN COVENANTS OF THE COMPANY
RESTRICTIONS ON SECURED DEBT. Unless otherwise provided in the prospectus
supplement with respect to any series of the debt securities, if Abbott or any
domestic subsidiary incurs, issues, assumes or guarantees any indebtedness for
borrowed money represented by notes, bonds, debentures or other similar
evidences of indebtedness, secured by a mortgage, pledge or other lien on any
principal domestic property or on any shares of stock or debt of any domestic
subsidiary, Abbott will secure, or cause its domestic subsidiary to secure, the
debt securities equally and ratably with, or prior to, that indebtedness, so
long as that indebtedness is to be secured, unless after giving effect to it the
aggregate amount of all secured indebtedness, together with all attributable
debt in respect of sale and leaseback transactions involving principal domestic
properties, would not exceed 15% of Abbott's consolidated net assets. This
restriction will not apply to, and there shall be excluded in computing secured
indebtedness for the purpose of this restriction, indebtedness secured by:
- mortgages on property of, or on any shares of stock or debt of, any
corporation existing at the time that corporation becomes a domestic
subsidiary;
- mortgages in favor of Abbott or any domestic subsidiary;
- mortgages in favor of U.S. or foreign governmental bodies to secure
partial, progress, advance or other payments;
- mortgages on property, shares of stock or debt existing at the time of
acquisition, including acquisition through merger or consolidation,
purchase money mortgages and construction cost mortgages existing at or
incurred within 120 days of the time of acquisition;
- mortgages existing on the first date on which the debt security is
authenticated by the trustee;
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- mortgages incurred in connection with pollution control, industrial
revenue or similar financings; and
- any extension, renewal or replacement of any debt secured by any mortgage
referred to in the foregoing list, inclusive.
The following are the meanings of terms that are important in understanding
the restrictive covenants previously described:
- "subsidiary" means any corporation of which Abbott directly or indirectly
owns or controls stock which under ordinary circumstances, not dependent
upon the happening of a contingency, has the voting power to elect a
majority of that corporation's board of directors. The term does not
include any corporation that does not own a principal domestic property
and Abbott's principal executive officer, president and principal
financial officer determine in good faith that Abbott's existing aggregate
investments, including those of its domestic subsidiaries, in the
corporation are not of material importance to the total business
conducted, or assets owned, by Abbott or its domestic subsidiaries.
- "domestic subsidiary" means a subsidiary of Abbott which transacts
substantially all of its business or maintains substantially all of its
property within the United States, excluding its territories, possessions
and Puerto Rico, except a subsidiary which:
(1) is engaged primarily in financing operations outside of the United
States or in leasing personal property or financing inventory,
receivables or other property; or
(2) does not own a principal domestic property.
- "principal domestic property" means any building, structure or other
facility, together with the land on which it is erected and fixtures
comprising a part of it, used primarily for manufacturing, processing,
research, warehousing or distribution, located in the United States,
excluding its territories, possessions and Puerto Rico, owned or leased by
Abbott or one of Abbott's subsidiaries and having a net book value in
excess of 2% of Abbott's consolidated net assets, other than any such
building, structure or other facility or a portion which is a pollution
control facility financed by state or local governmental obligations or
which Abbott's principal executive officer, president and principal
financial officer determine in good faith is not of material importance to
the total business conducted or assets owned by Abbott and its
subsidiaries as an entirety.
- "consolidated net assets" means the aggregate amount of assets, less
reserves and other deductible items, after deducting current liabilities,
as shown on Abbott's consolidated balance sheet contained in the latest
annual report to Abbott's stockholders and prepared in accordance with
generally accepted accounting principles.
- "attributable debt" means the present value (discounted at the rate of 8%
each year compounded monthly) of the obligations for rental payments
required to be paid during the remaining term of any lease of more than 12
months.
RESTRICTIONS ON SALES AND LEASEBACKS. Unless otherwise provided in the
prospectus supplement with respect to any series of the debt securities, neither
Abbott nor any domestic subsidiary may enter into any sale and leaseback
transaction involving any principal domestic property, the acquisition or
completion of construction and commencement of full operation of which has
occurred more than 120 days prior thereto, unless:
- Abbott or the domestic subsidiary could incur a mortgage on the property
under the restrictions described above under "Restrictions on Secured
Debt" in an amount equal to the attributable debt with respect to the sale
and leaseback transaction without equally and ratably securing the debt
securities; or
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- Abbott, within 120 days after the sale or transfer by Abbott or any
domestic subsidiary, apply to the retirement of Abbott's funded debt,
which is defined as indebtedness for borrowed money having a maturity of,
or by its terms extendible or renewable for, a period of more than 12
months after the date of determination of the amount, an amount equal to
the greater of:
(1) the net proceeds of the sale of the principal domestic property sold
and leased under such arrangement; or
(2) the fair market value of the principal domestic property sold and
leased, subject to credits for certain voluntary retirements of
funded debt.
EVENTS OF DEFAULT
With respect to a series of debt securities, any one of the following events
will constitute an event of default under the indenture:
- failure to pay any interest on any debt security of that series when due,
continued for 30 days;
- failure to pay principal of or any premium on any debt security of that
series when due;
- failure to deposit any sinking fund payment, when due, in respect of any
debt security of that series;
- Abbott's failure to perform, or breach of, any other covenant or warranty
in the indenture, other than a covenant included in the indenture solely
for the benefit of a series of debt securities other than that series,
continued for 90 days after written notice as provided in the indenture;
- certain events involving the bankruptcy, insolvency or reorganization of
Abbott; or
- any other event of default provided with respect to debt securities of
that series.
If any event of default occurs and continues, either the trustee of the
holders of at least 25 percent in aggregate principal amount of the outstanding
debt securities of that series may declare the principal amount or, if the debt
securities of that series are original issue discount securities, the portion of
the principal amount as may be specified in the terms of those debt securities,
of all the debt securities of that series to be due and payable immediately by a
notice in writing to Abbott, and to the trustee if given by holders. The
principal amount (or specified amount) will then be immediately due and payable.
After acceleration, but before a judgment or decree based on acceleration has
been obtained, the holders of a majority in aggregate principal amount of
outstanding debt securities of that series may, under certain circumstances,
rescind and annul the acceleration.
The prospectus supplement relating to any series of debt securities that are
original issue discount securities will contain the particular provisions
relating to acceleration of the stated maturity of a portion of the principal
amount of that series of original issue discount securities upon the occurrence
and continuation of an event of default.
The indenture provides that, subject to the duty of the trustee during
default to act with the required standard of care, the trustee will be under no
obligation to exercise any of its rights or powers under the indenture at the
request or direction of any of the holders, unless the holders offer the trustee
reasonable indemnity. Generally, the holders of a majority in aggregate
principal amount of the debt securities of any series will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust or power conferred on the
trustee.
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A holder of any series of debt securities will not have any right to
institute any proceeding with respect to the indenture, or for the appointment
of a receiver or trustee, or for any other remedy, unless:
- the holder has previously given to the trustee written notice of a
continuing event of default;
- the holders of at least 25 percent in principal amount of the debt
securities of that series have made written request, and offered
reasonable indemnity, to the trustee to institute such proceeding as
trustee;
- the trustee shall not have received from the holders of a majority in
aggregate principal amount of the debt securities of that series a
direction inconsistent with such request; and
- the trustee has not instituted proceedings within 60 days.
However, these limitations do not apply to a suit instituted by a holder for
enforcement of payment of the principal of and premium, if any, or interest on
their debt security on or after the respective due dates.
Abbott is required to furnish to the trustee annually a statement as to its
performance of certain obligations under the indenture and as to any default.
MODIFICATION AND WAIVER
Abbott and the trustee may modify and amend the indenture with the consent
of the holders of not less than the majority in aggregate principal amount of
the outstanding debt securities of each series which is affected. Neither Abbott
nor the trustee may, however, modify or amend without the consent of the holders
of all debt securities affected if such action would:
- change the stated maturity of the principal of, or any installment of
principal of or interest on, any debt security;
- reduce the principal amount of, or the premium, if any, or, except as
otherwise provided in the prospectus supplement, interest on, any debt
security, including in the case of an original issue discount security the
amount payable upon acceleration of the maturity;
- change the place or currency of payment of principal of, premium, if any,
or interest on any debt security;
- impair the right to institute suit for the enforcement of any payment on
any debt security on or at the stated maturity thereof, or in the case of
redemption, on or after the redemption date;
- reduce the percentage in principal amount of outstanding debt securities
of any series, the consent of whose holders is required for modification
or amendment of the indenture or for waiver of compliance with certain
provisions of the indenture or for waiver of certain defaults; or
- modify certain provisions of the indenture, except to increase any
percentage of principal amount whose holders are required to approve any
change to such provision or to provide that certain other provisions of
the indenture cannot be modified or waived without the consent of each
holder affected.
The holders of at least a majority in aggregate principal amount of the
outstanding debt securities of any series may, on behalf of all holders of that
series, waive compliance by Abbott with certain restrictive provisions of the
indenture. The holders of not less than a majority in aggregate principal amount
of the outstanding debt securities of any series may, on behalf of all holders
of that series, waive any past default under the indenture, except (1) a default
in the payment of principal, premium or interest and (2) in respect of a
covenant or provision of the indenture that cannot be modified or
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<PAGE>
amended without the consent of those holders of each outstanding debt security
of that series who were affected.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Abbott may not consolidate with or merge into any other company or entity or
convey, transfer or lease its properties and assets substantially as an entirety
and may not permit any company or entity to merge into or consolidate with
Abbott or convey, transfer or lease its properties and assets substantially as
an entirety to Abbott, unless:
- in case Abbott consolidates with or merges into another person or conveys,
transfers or leases its properties substantially as an entirety to any
person, the person formed by that consolidation or into which Abbott is
merged or the person which acquires by conveyance or transfer, or which
leases, Abbott's properties and assets substantially as an entirety is a
corporation, partnership, or trust organized under the laws of the United
States of America, any State or the District of Columbia, and expressly
assumes Abbott's obligations on the debt securities under a supplemental
indenture;
- immediately after giving effect to the transaction no event of default,
and no event which, after notice or lapse of time or both, would become an
event of default, has occurred and is continuing;
- if Abbott's properties or assets become subject to a mortgage, pledge,
lien, security interest or other encumbrance not permitted by the
indenture, Abbott or such successor, as the case may be, takes the
necessary steps to secure the debt securities equally and ratably with, or
prior to, all indebtedness secured thereby; and
- Abbott has delivered to the trustee an officers' certificate and an
opinion of counsel stating compliance with these provisions.
DEFEASANCE AND COVENANT DEFEASANCE
The indenture provides, unless otherwise indicated in the prospectus
supplement relating to that particular series of debt securities, that, at
Abbott's option, Abbott:
- will be discharged from any and all obligations in respect of the debt
securities of any series, except for certain obligations to register the
transfer of or exchange of debt securities of that series, replace stolen,
lost or mutilated debt securities of that series, maintain paying agencies
and hold moneys for payment in trust; or
- need not comply with certain restrictive covenants of the indenture,
including those described in the section of the prospectus captioned,
"Certain Covenants of the Company," and the occurrence of an event
described in the fourth bullet point in the section of the prospectus
captioned, "Event of Default" will no longer be an event of default, in
each case, if Abbott deposits, in trust, with the trustee money or U.S.
Government Obligations, which through the payment of interest and
principal in accordance with their terms will provide money, in an amount
sufficient to pay all the principal of and premium, if any, and interest
on the debt securities of that series on the dates such payments are due,
which may include one or more redemption dates that Abbott designates, in
accordance with the terms of the debt securities of that series.
Abbott may establish this trust only if, among other things:
- no event of default or event which with the giving of notice or lapse of
time, or both, would become an event of default under the indenture shall
have occurred and is continuing on the date of the deposit or insofar as
an event of default resulting from certain events involving Abbott's
bankruptcy or insolvency at any time during the period ending on the 121st
day after
10
<PAGE>
the date of the deposit or, if longer, ending on the day following the
expiration of the longest preference period applicable to Abbott in
respect of the deposit;
- the deposit will not cause the trustee to have any conflicting interest
with respect to any other of Abbott's securities or result in the trust
arising from the deposit to constitute, unless it is qualified as, a
"regulated investment company";
- the defeasance will not result, in a breach or violation of, or constitute
a default under, the indenture or any other agreement or instrument to
which Abbott is a party or by which Abbott is bound; and
- Abbott has delivered an opinion of counsel to the effect that the holders
will not recognize income, gain or loss for federal income tax purposes as
a result of the deposit or defeasance and will be subject to federal
income tax in the same manner as if the defeasance had not occurred, which
opinion of counsel, in the case of first item above, must refer to and be
based upon a published ruling of the Internal Revenue Service, a private
ruling of the Internal Revenue Service addressed to Abbott, or otherwise a
change in applicable federal income tax law occurring after the date of
the indenture.
In the event Abbott omits to comply with its remaining obligations under the
indenture after a defeasance of the indenture with respect to the debt
securities of any series as described under the second item of the preceding
sentence and the debt securities of such series are declared due and payable
because of the occurrence of any event of default, the amount of money and U.S.
Government obligations on deposit with the trustee may be insufficient to pay
amounts due on the debt securities of that series at the time of the
acceleration resulting from the event of default. Abbott will, however, remain
liable for those payments.
CONCERNING THE TRUSTEE
Harris Trust and Savings Bank is trustee under the indenture. The trustee
performs services for Abbott in the ordinary course of business.
DESCRIPTION OF COMMON SHARES
AUTHORIZED AND OUTSTANDING
As of June 30, 1999, Abbott had 2,400,000,000 authorized common shares, of
which 1,521,151,090 were outstanding, and 1,000,000 authorized preferred shares,
of which none were outstanding. Abbott's board of directors determines the terms
and the manner in which the preferred shares may be issued.
LISTING
Abbott's common shares are listed on the New York, Chicago, Pacific and
London exchanges, as well as the Swiss stock exchange. They are traded on the
Boston, Cincinnati and Philadelphia exchanges. The ticker symbol for Abbott's
common shares is ABT.
DIVIDENDS
The board of directors may authorize, and Abbott may make, distributions to
its common shareholders, subject to any restriction in Abbott's articles of
incorporation and to those limitations prescribed by law.
FULLY PAID
All of Abbott's outstanding common shares are fully paid and non-assessable.
Any additional common shares that Abbott issues will be fully paid and
non-assessable.
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VOTING RIGHTS
Each of Abbott's outstanding common shares is entitled to one vote in each
matter submitted to a vote at a meeting of shareholders and, in all elections
for directors, every shareholder has the right to vote the number of shares
owned by it for as many persons as there are directors to be elected, or to
cumulate its votes and give one candidate as many votes as shall equal the
number of directors multiplied by the number of shares or to distribute its
cumulative votes in any proportion among any number of candidates, provided
directors are elected according to Abbott's articles of incorporation and
by-laws. Abbott's shareholders may vote either in person or by proxy.
SHAREHOLDER ACTION BY WRITTEN CONSENT; MEETINGS
Under Illinois corporate law, any action required to be taken by Abbott's
shareholders may be taken without a meeting and without a vote if a consent in
writing is signed by holders of shares having at least the number of votes
necessary at a shareholder meeting.
Abbott's by-laws provide that special meetings of the shareholders of the
corporation may be called only by:
- the board of directors;
- the chairman of the board of directors;
- the chief executive officer;
- the president; or
- the holders of not less than one-fifth of all outstanding shares entitled
to vote on the matter for which the meeting is called.
TRANSFER AGENT AND REGISTRAR
BankBoston, N.A. is Abbott's transfer agent and registrar. BankBoston is
located in Boston, Massachusetts.
PLAN OF DISTRIBUTION
Abbott may sell the securities:
- directly to purchasers, or
- through agents, underwriters, or dealers, or
- through a combination of any of these methods of sale.
Abbott may distribute the securities from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to the prevailing
market prices or at negotiated prices.
Abbott may designate agents to solicit offers to purchase the securities
from time to time. These agents may be deemed to be underwriters, as defined in
the Securities Act of 1933, involved in the offer or sale of the securities. The
prospectus supplement will name the agents and any commissions Abbott pays them.
Agents may be entitled to indemnification by Abbott against certain liabilities,
including liabilities under the Securities Act of 1933, under agreements between
Abbott and the agents, and the agents or their affiliates may extend credit to
or engage in transactions with or perform services for Abbott in the ordinary
course of business. Unless otherwise indicated in the prospectus supplement, any
agent will be acting on a reasonable efforts basis for the period of its
appointment.
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<PAGE>
If Abbott uses any underwriters in the sale, Abbott will enter into an
underwriting agreement with them at the time of sale and the names of the
underwriters and the terms of the transaction will be set forth in the
prospectus supplement that the underwriters use to make resales of the
securities. The underwriters may be entitled under the relevant underwriting
agreement to indemnification by Abbott against certain liabilities, including
liabilities under the Securities Act of 1933, and the underwriters or their
affiliates may extend credit to or engage in transactions with or perform
services for us in the ordinary course of business.
If Abbott uses dealers in the sale of the securities, Abbott will sell the
securities to those dealers, as principal. The dealers may then resell the
securities to the public at varying prices to be determined by them at the time
of resale. Dealers may be entitled to indemnification by us against certain
liabilities, including liabilities under the Securities Act of 1933, and the
dealers or their affiliates may extend credit to or engage in transactions with
or perform services for Abbott in the ordinary course of business.
The debt securities are not proposed to be listed on a securities exchange,
and any underwriters or dealers will not be obligated to make a market in debt
securities. Abbott cannot predict the activity or liquidity of any trading in
the debt securities.
LEGAL OPINIONS
Certain legal matters in connection with the securities offered hereby will
be passed upon for Abbott by Jose M. de Lasa, Esq., Abbott's Senior Vice
President, General Counsel and Secretary and by Mayer, Brown & Platt, Chicago,
Illinois, and for the underwriters, dealers and agents, if any, by Skadden,
Arps, Slate, Meagher & Flom, Chicago, Illinois. As of July 21, 1999, Mr. de Lasa
beneficially owned approximately 168,117 Abbott common shares and held options
to acquire 413,175 shares of which options to purchase 188,977 shares are
currently exercisable. (These amounts include approximately 928 shares held for
the benefit of Mr. de Lasa in the Abbott Laboratories Stock Retirement Trust
pursuant to the Abbott Laboratories Stock Retirement Plan). The opinions of Mr.
de Lasa, Mayer, Brown & Platt and Skadden, Arps, Slate, Meagher & Flom may be
conditioned upon, and may be subject to certain assumptions regarding, future
action required to be taken by Abbott and any underwriter(s), dealer(s) or
agent(s) in connection with the issuance and sale of any securities. The
opinions of Mr. de Lasa, Mayer, Brown & Platt and Skadden, Arps, Slate, Meagher
& Flom with respect to securities may be subject to other conditions and
assumptions, as indicated in the prospectus supplement. Skadden, Arps, Slate,
Meagher & Flom from time to time also represents Abbott in connection with
certain other matters.
EXPERTS
Arthur Andersen LLP, independent public accountants, have audited Abbot's
consolidated financial statements and schedules included in the Annual Report on
Form 10-K for the year ended December 31, 1998, as indicated in their reports,
which is incorporated by reference in this registration statement. The
consolidated financial statements and schedules are incorporated by reference in
reliance on Arthur Andersen LLP's report which is given on their authority as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Abbott files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document Abbott files
at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington D.C.
20549, and in New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Abbott's
SEC filings are also available to the public from the SEC's web site at
http://www.sec.gov. Abbott's
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common shares are listed on the New York Stock Exchange, the Chicago Stock
Exchange, and the Pacific Exchange, and information about Abbott also is
available there.
This prospectus is part of a registration statement that Abbott filed with
the SEC. The SEC allows Abbott to "incorporate by reference" the information
Abbott files with the SEC. This means that Abbott can disclose important
information to you by referring you to other documents that Abbott identifies as
part of this prospectus. The information incorporated by reference is considered
to be part of this prospectus. Abbott incorporates by reference the documents
listed below:
- Annual Report on Form 10-K for the year ended December 31, 1998.
- Quarterly Report on Form 10-Q for the quarter end March 31, 1999.
- Current Report on Form 8-K dated June 30, 1999.
Abbott also incorporates by reference any future filings it makes with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(1) after the date of the filing of this registration statement and before its
effectiveness and (2) until Abbott has sold all of the securities to which this
prospectus relates or the offering is otherwise terminated. Abbott's subsequent
filings with the SEC will automatically update and supersede information in this
prospectus.
You may obtain a copy of these filings at no cost by writing to or
telephoning Abbott at the following address and telephone number:
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6020
Attention: Jose M. de Lasa,
Senior Vice President, Secretary
and General Counsel
Phone: (847) 937-8905
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. Abbott has not authorized anyone
else to provide you with different information. This prospectus is an offer to
sell or buy only the securities described in this document, but only under
circumstances and in jurisdictions where it is lawful to do so. The information
contained in this prospectus is current and accurate only as of the date of this
prospectus.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with the
issuance and distribution of the securities registered hereby:
<TABLE>
<S> <C>
SEC registration fee.............................................. $ 166,800
Printing and engraving costs...................................... $ 20,000
Legal fees and expenses........................................... $ 25,000
Accounting fees and expenses...................................... $ 7,500
Trustee fees and expenses......................................... $ 15,000
Rating agency fees................................................ $ 190,000
Miscellaneous..................................................... $ 25,700
---------
Total........................................................... $ 450,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Restated Article R-VI of Abbott's Restated Articles of Incorporation
provides that the Abbott shall, in the case of persons who are or were directors
or officers of Abbott, and may, as to other persons, indemnify to the fullest
extent permitted by law any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of Abbott,
or is or was serving at the request of Abbott as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. The provisions of Article R-VI are applicable to all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by Abbott in advance of the final disposition of such
action, suit or proceeding, as authorized by Abbott's Board of Directors in the
specific case, upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount, unless it shall ultimately be
determined that he or she is entitled to indemnification.
Section 8.75 of the Illinois Business Corporation Act provides that a
corporation may indemnify any person (or his or her personal representatives)
who, by reason of the fact that such person is or was a director or officer of
such corporation, is made (or threatened to be made) a party to any pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than one brought on behalf of the corporation, against
reasonable expenses (including attorneys' fees), judgments, fines and settlement
payments, if such person acted in good faith and in a manner he or she
reasonably believed to be not opposed to the best interests of such corporation
and, in criminal actions, in addition, had no reasonable cause to believe his or
her conduct was unlawful. In the case of actions on behalf of the corporation,
indemnification may extend only to reasonable expenses (including attorneys'
fees) and only if such person acted in good faith and in a manner he or she
reasonably believed to be not opposed to the best interests of the corporation,
provided that no such indemnification is permitted in respect of any claim,
issue or matter as to which such person is adjudged to be liable for negligence
or misconduct in the performance of his or her duty to the corporation except to
the extent that the adjudicating court otherwise provides. To the extent that
such person has been successful in defending any action, suit or proceeding
(even one on behalf of the corporation) or in defense of any claim, issue or
matter therein, such person is entitled to indemnification for reasonable
expenses (including attorneys' fees) incurred by such person in connection
therewith.
II-1
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The indemnification provided for by the Illinois Business Corporation Act is
not exclusive of any other rights of indemnification, and a corporation may
maintain insurance against liabilities for which indemnification is not
expressly provided by the Illinois Business Corporation Act. Abbott's directors
and officers are insured under a directors and officers liability insurance
policy maintained by Abbott.
The proposed form of Underwriting Agreement provides for indemnification of
Abbott's directors and officers who signed the Registration Statement, and of
each person, if any, who controls Abbott, against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
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.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
II-2
<PAGE>
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(5) That, for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(6) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, pursuant to the provisions referred to in Item 15, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the County of Lake, State of Illinois, on July 23, 1999.
ABBOTT LABORATORIES
/s/ MILES D. WHITE
--------------------------------------
Miles D. White
Chairman of the Board and Chief
Executive Officer
Each person whose signature appears below on this registration statement
hereby constitutes and appoints Jose M. de Lasa and Gary P. Coughlan and each of
them, with full power to act without the other, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities (unless revoked in writing), to sign any and all amendments to the
Registrant's Form S-3 registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he or she might and could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 23, 1999.
<TABLE>
<S> <C>
/s/ MILES D. WHITE /s/ ROBERT L. PARKINSON, JR.
- ------------------------------------------- -------------------------------------------
Miles D. White Robert L. Parkinson, Jr.
Chairman of the Board, Chief Executive President, Chief Operating Officer, and
Officer, and Director Director
/s/ GARY P. COUGHLAN /s/ GARY L. FLYNN
- ------------------------------------------- -------------------------------------------
Gary P. Coughlan Gary L. Flynn
Senior Vice President, Finance and Chief Vice President and Controller
Financial Officer (principal accounting officer)
(principal financial officer)
/s/ H. LAURANCE FULLER /s/ W. ANN REYNOLDS, PH.D.
- ------------------------------------------- -------------------------------------------
H. Laurance Fuller W. Ann Reynolds, Ph.D.
Director Director
/s/ DAVID A. JONES /s/ ROY S. ROBERTS
- ------------------------------------------- -------------------------------------------
David A. Jones Roy S. Roberts
Director Director
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C>
/s/ JEFFREY M. LEIDEN, M.D., PH.D. /s/ WILLIAM D. SMITHBURG
- ------------------------------------------- -------------------------------------------
Jeffrey M. Leiden, M.D., Ph.D. William D. Smithburg
Director Director
/s/ DAVID A. L. OWEN /s/ JOHN R. WALTER
- ------------------------------------------- -------------------------------------------
David A. L. Owen John R. Walter
Director Director
/s/ WILLIAM L. WEISS
- ------------------------------------------- -------------------------------------------
Boone Powell, Jr. William L. Weiss
Director Director
- -------------------------------------------
A. Barry Rand
Director
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
4.1 Indenture, dated as of October 1, 1993, between us and Harris Trust and Savings Bank (including form of
Security) (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q
for the Quarter ended September 30, 1993)
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 this registration statement)
24.1 Power of Attorney (included on signature page of this registration statement)
25.1 Statement of Eligibility of Harris Trust and Savings Bank on Form T-1
</TABLE>
<PAGE>
EXHIBIT 5.1
July 23, 1999
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-3500
Re: Common Shares Without Par Value, and Debt Securities
Ladies and Gentlemen:
I am Senior Vice President, Secretary and General Counsel of Abbott
Laboratories, an Illinois corporation (the "Company"), and have advised the
Company in connection with the proposed issuance from time to time of up to
$600,000,000 aggregate amount of (1) the Company's common shares, without par
value (the "Common Shares"), and (2) the Company's debt securities (the "Debt
Securities").
The Debt Securities are to be issued under the Company's indenture,
dated as of October 1, 1993 (the "Indenture"), to Harris Trust and Savings
Banks ("Harris Trust"), as trustee, with certain terms of the Debt Securities
to be established by certain officers of the Company who have been authorized
by its Board of Directors to do so, as part of the corporate action taken and
to be taken (the "Corporate Proceedings") relating to the issuance of the
Common Shares and Debt Securities. I, or members of my staff, have examined
or are otherwise familiar with the Restated Articles of Incorporation of the
Company, as amended, the By-Laws of the Company, as amended, the registration
statement, pursuant to which the Common Shares and Debt Securities are to be
registered under the Securities Act of 1933, the Corporate Proceedings and
such other documents, records and instruments as I have deemed necessary for
the purposes of this opinion.
Based on the foregoing, it is my opinion that:
(1) the Common Shares to be issued are duly authorized for issuance and,
upon completion of the Corporate Proceedings, when issued and
delivered in accordance with such Corporate Proceedings will be
legally issued, fully paid, and non-assessable; and
(2) assuming the proper execution of it by all required signatories other
than the Company, the Indenture is a valid and binding instrument and,
upon the completion of the Corporate Proceedings and the
authentication, sale, and delivery of the Debt Securities, the Debt
Securities shall be legal, valid, and binding obligations of the
Company, entitled to the benefits of the Indenture, including such
terms as are established pursuant to the Corporate Proceedings, in
accordance with the respective terms thereof (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors' rights
generally from time to time in effect and to general principles of
equity).
I hereby consent to the filing of this opinion as an exhibit to the
registration statement and to the reference to me under the caption "Legal
Opinions" in the registration statement.
<PAGE>
I am admitted to practice law in the State of Illinois and I express no
opinions as to matters under or involving any laws other than the laws of the
State of Illinois and the federal laws of the United States of America.
Very truly yours,
/S/ JOSE M. DE LASA
---------------------------
Jose M. de Lasa
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated January 14, 1999, included and incorporated by reference in Abbott
Laboratories' Form 10-K for the year ended December 31, 1998, and to all
references to our Firm included in this registration statement.
Arthur Andersen LLP
Chicago, Illinois
July 23, 1999
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2) ______
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Carolyn Potter, Harris Trust and Savings Bank,
311 West Monroe Street, Chicago, Illinois, 60606
312-461-2531 phone 312-461-3525 facsimile
(Name, address and telephone number for agent for service)
ABBOTT LABORATORIES
(Name of obligor)
Illinois 36-0698440
(State of Incorporation) (I.R.S. Employer Identification No.)
One Abbott Park Road
Abbott Park, Illinois 60064-3500
(Address of principal executive offices)
Debt Securities
(Title of indenture securities)
<PAGE>
1. GENERAL INFORMATION. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164
West Jackson Boulevard, Chicago, Illinois; Federal Deposit
Insurance Corporation, Washington, D.C.; The Board of
Governors of the Federal Reserve System,Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise
corporate trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the
Trustee, describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in
effect which includes the authority of the trustee to commence
business and to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between
Harris Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc.
which constitutes the articles of association of the Trustee as
now in effect and includes the authority of the Trustee to
commence business and to exercise corporate trust powers was filed
in connection with the Registration Statement of Louisville Gas
and Electric Company, File No. 2-44295, and is incorporated herein
by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in
connection with the Registration Statement of Commercial Federal
Corporation, File No. 333-20711, and is incorporated herein by
reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or
examining authority.
(included as Exhibit B on page 3 of this statement)
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of Chicago, and State of Illinois, on the 21st day of July, 1999.
HARRIS TRUST AND SAVINGS BANK
By: /s/ C. POTTER
-------------------------------
C. Potter
Assistant Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents
that reports of examinations of said trustee by Federal and State authorities
may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ C. POTTER
-------------------------------
C. Potter
Assistant Vice President
<PAGE>
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of March 31, 1999, as published in accordance with
a call made by the State Banking Authority and by the Federal Reserve Bank of
the Seventh Reserve District.
[LOGO]
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on March 31, 1999, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the Commissioner
of Banks and Trust Companies of the State of Illinois and by the Federal
Reserve Bank of this District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C> <C>
CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS:
NON-INTEREST BEARING BALANCES AND CURRENCY AND COIN.................................. $1,237,336
INTEREST BEARING BALANCES............................................................ $137,061
SECURITIES:...............................................................................
a. HELD-TO-MATURITY SECURITIES $0
b. AVAILABLE-FOR-SALE SECURITIES $5,455,837
FEDERAL FUNDS SOLD AND SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL $87,250
LOANS AND LEASE FINANCING RECEIVABLES:
LOANS AND LEASES, NET OF UNEARNED INCOME............................................. $9,500,293
LESS: ALLOWANCE FOR LOAN AND LEASE LOSSES........................................... $109,979
----------
LOANS AND LEASES, NET OF UNEARNED INCOME, ALLOWANCE, AND RESERVE
(ITEM 4.a MINUS 4.b)................................................................. $9,390,314
ASSETS HELD IN TRADING ACCOUNTS........................................................... $161,168
PREMISES AND FIXED ASSETS (INCLUDING CAPITALIZED LEASES).................................. $255,438
OTHER REAL ESTATE OWNED................................................................... $243
INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND ASSOCIATED COMPANIES....................... $75
CUSTOMER'S LIABILITY TO THIS BANK ON ACCEPTANCES OUTSTANDING.............................. $40,869
INTANGIBLE ASSETS......................................................................... $254,549
OTHER ASSETS.............................................................................. $1,183,465
-----------
TOTAL ASSETS $18,203,605
-----------
-----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
LIABILITIES
DEPOSITS:
IN DOMESTIC OFFICES..................................................................... $9,099,851
NON-INTEREST BEARING................................................................. $2,743,074
INTEREST BEARING........................................................................ $6,356,777
IN FOREIGN OFFICES, EDGE AND AGREEMENT SUBSIDIARIES, AND IBF'S....................... $1,822,400
NON-INTEREST BEARING................................................................. $26,371
INTEREST BEARING..................................................................... $1,796,029
FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE IN DOMESTIC
OFFICES OF THE BANK AND OF ITS EDGE AND AGREEMENT SUBSIDIARIES, AND IN IBF'S:
FEDERAL FUNDS PURCHASED & SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE.................. $3,354,582
TRADING LIABILITIES 96,517
OTHER BORROWED MONEY:.....................................................................
a. WITH REMAINING MATURITY OF ONE YEAR OR LESS $1,681,346
b. WITH REMAINING MATURITY OF MORE THAN ONE YEAR $0
BANK'S LIABILITY ON ACCEPTANCES EXECUTED AND OUTSTANDING $40,869
SUBORDINATED NOTES AND DEBENTURES......................................................... $225,000
OTHER LIABILITIES......................................................................... $390,234
--------------------------
TOTAL LIABILITIES $16,890,799
--------------------------
--------------------------
EQUITY CAPITAL
COMMON STOCK.............................................................................. $100,000
SURPLUS................................................................................... $608,510
a. UNDIVIDED PROFITS AND CAPITAL RESERVES................................................ $616,084
b. NET UNREALIZED HOLDING GAINS (LOSSES) ON AVAILABLE-FOR-SALE SECURITIES ($11,788)
--------------------------
TOTAL EQUITY CAPITAL $1,312,806
--------------------------
--------------------------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL....................... $18,203,605
--------------------------
--------------------------
</TABLE>
I, Pamela Piarowski, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with
the instructions issued by the Board of Governors of the Federal Reserve
System and is true to the best of my knowledge and belief.
PAMELA PIAROWSKI
4/30/99
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and, to the best of
our knowledge and belief, has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System
and the Commissioner of Banks and Trust Companies of the State of Illinois
and is true and correct.
EDWARD W. LYMAN,
ALAN G. McNALLY,
JAMES J. GLASSER
Directors.
