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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 18, 1999
Date of Report (Date of earliest event reported)
ALZA Corporation
(Exact Name of Registrant as Specified in its Charter)
_____________________________________________________
Delaware 1-6247 77-0142070
(State or other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
________________________________________
1900 Charleston Road
P.O. Box 7210
Mountain View, California 94039-7210
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (650) 494-5000
_____________________________________________________
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Item 5. Other Events.
On November 18, 1999, ALZA Corporation, a Delaware corporation ("ALZA"),
and Abbott Laboratories, an Illinois corporation ("Abbott"), entered into a
letter agreement (the "Letter Agreement") related to the Agreement and Plan of
Merger (the "Merger Agreement") which ALZA, Abbott and AC Merger Sub Inc., a
Delaware corporation and a wholly-owned subsidiary of Abbott (the "Merger Sub"),
entered into on June 21, 1999. Pursuant to the terms of the Letter Agreement,
Abbott and ALZA have agreed that the merger of ALZA with and into Merger Sub
pursuant to the Merger Agreement would not occur unless new proxy materials are
issued and a new meeting is held at which ALZA stockholders approve the merger.
Closing of the merger would also remain subject to obtaining Federal Trade
Commission clearance and other closing conditions. As disclosed in previous SEC
filings, ALZA is also continuing to review previously reported information as
part of its due diligence process.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
Exhibit 2.1 Letter Agreement by and among ALZA Corporation, a Delaware
corporation, and Abbott Laboratories, an Illinois corporation,
dated as of November 18, 1999.
Exhibit 99.1 Press Release dated November 19, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ALZA CORPORATION
/s/ Peter D. Staple
------------------------------------
By: Peter D. Staple
Senior Vice President and
General Counsel
Date: November 19, 1999
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EXHIBIT INDEX
Exhibit 2.1 Letter Agreement by and among ALZA Corporation, a Delaware
corporation, and Abbott Laboratories, an Illinois corporation,
dated as of November 18, 1999.
Exhibit 99.1 Press Release dated November 19, 1999.
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EXHIBIT 2.1
ABBOTT
- --------------------------------------------------------------------------------
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-3500
November 18, 1999
Mr. Peter D. Staple
ALZA Corporation
950 Page Mill Road
Palo Alto, CA 94304
Dear Peter:
This letter shall serve to memorialize the agreement reached between Abbott
Laboratories ("Abbott") and ALZA Corporation ("ALZA") regarding the proposed
merger of a wholly owned subsidiary of Abbott with and into ALZA (the "Merger")
pursuant to the Agreement and Plan of Merger among ALZA, Abbott and AC Merger
Sub Inc. dated as of June 21, 1999 (the "Merger Agreement"). Notwithstanding
the special meeting of ALZA stockholders held on September 21, 1999, Abbott and
ALZA agree that the Merger will not take place unless and until a new or amended
proxy statement/S-4 registration statement is filed and distributed in
accordance with Sections 6.3 and 6.5 of the Merger Agreement and another meeting
of the stockholders of ALZA is convened and held and the Merger and the Merger
Agreement, as the same may be amended, is approved and adopted by the requisite
vote of the ALZA stockholders. Neither Abbott nor ALZA will assert that a
refusal by the other party to effect the Merger on the basis that such other
ALZA stockholder meeting and approval have not yet occurred constitutes a breach
of such other party's obligations under the Merger Agreement.
Except as expressly provided herein, this letter agreement shall not constitute
a waiver or modification of any provisions of the Merger Agreement. There shall
be no third party beneficiaries to this letter agreement.
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Mr. P. Staple
November 18, 1999
Page 2
Please countersign this letter in the space provided below to indicate your
agreement with the foregoing.
Sincerely,
ABBOTT LABORATORIES
By: /s/ Jose M. de Lasa
---------------------------------------
Jose M. de Lasa
Senior Vice President, Secretary and
General Counsel
Accepted and Agreed:
ALZA CORPORATION
By: /s/ Peter D. Staple
---------------------------------------
Peter D. Staple
Senior Vice President and
General Counsel
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Exhibit 99.1
ABBOTT AND ALZA PROVIDE UPDATE REGARDING MERGER VOTE
ABBOTT PARK, Ill., and MOUNTAIN VIEW, Calif., November 19, 1999 ... Abbott
Laboratories (NYSE: ABT) and ALZA Corporation (NYSE: AZA) today announced that
the companies have entered into an agreement related to the approval by ALZA
stockholders of the proposed Abbott-ALZA merger. The companies have agreed that
the closing of the merger would not occur unless new proxy materials are issued
and a new meeting is held at which ALZA stockholders approve the merger.
Closing of the merger would also remain subject to obtaining Federal Trade
Commission clearance and other closing conditions. As disclosed in recent SEC
filings, ALZA is also continuing to review previously reported information as
part of its due diligence process.
ALZA Corporation, headquartered in Mountain View, Calif., is a research-
based pharmaceutical products company with leading drug delivery technologies.
The company applies its delivery technologies to develop pharmaceutical products
with enhanced therapeutic value for its own portfolio and for many of the
world's leading pharmaceutical companies. ALZA's sales and marketing efforts
are currently focused in urology and oncology. The company employs
approximately 2,000 people. In 1998, ALZA's sales and net earnings were $646.9
million and $108.3 million, respectively, with diluted earnings per share of
$1.07.
Abbott Laboratories is a global, diversified health care company devoted to
the discovery, development, manufacture and marketing of pharmaceutical,
diagnostic, nutritional and hospital products. The company employs 56,000
people and markets its products in more than 130 countries. In 1998, the
company's sales and net earnings were $12.5 billion and $2.3 billion,
respectively, with diluted earnings per share of $1.51.
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