Filed with the Securities and
Exchange Commission pursuant
to Rule 424(b)(2) relating to
Registration Statement
No. 33-57339 and Post-Effective
Amendment No. 1 to Registration
Statement No. 33-45324
SUBJECT TO COMPLETION, DATED FEBRUARY 10, 1995
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 30, 1995
AMERICAN HOME PRODUCTS CORPORATION
$500,000,000 % NOTES DUE FEBRUARY , 2000
$500,000,000 % NOTES DUE FEBRUARY , 2005
-------------------
Interest on the % Notes due 2000 and the % Notes due 2005
(collectively, the "Notes") is payable on February and August of each year,
commencing August , 1995. The Notes are not redeemable prior to maturity. The
Notes are unsecured obligations of the Company and will rank equally with all
unsecured and unsubordinated indebtedness of the Company.
The % Notes due 2000 and % Notes due 2005, respectively, will
be represented by Global Notes (as defined herein) registered in the name of The
Depository Trust Company ("DTC") or its nominee. Interests in the Global Notes
will be shown on, and transfers thereof will be effected only through, records
maintained by DTC and its participants. Except as described in "Description of
Notes--Global Notes", Notes in definitive form will not be issued. The Notes
will trade in DTC's Same-Day Funds Settlement System until maturity, and
secondary market trading activity in the Notes will therefore settle in
immediately available funds. All payments of principal and interest will be made
by the Company in immediately available funds. See "Description of
Notes--Same-Day Settlement and Payment".
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
------------------ ------------- --------------
<S> <C> <C> <C>
Per % Note......................................... % % %
Total................................................. $ $ $
Per % Note......................................... % % %
Total................................................. $ $ $
</TABLE>
- ------------
(1) Plus accrued interest, if any, from February , 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deducting estimated expenses of $500,000 payable by the Company.
-------------------
The Notes offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that delivery of
the Notes will be ready in book-entry form only through the facilities of DTC in
New York, New York on or about , 1995, against payment therefor in
immediately available funds. -------------------
GOLDMAN, SACHS & CO.
BEAR, STEARNS & CO. INC.
MERRILL LYNCH & CO.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
-------------------
The date of this Prospectus Supplement is February , 1995.
<PAGE>
The information contained herein is subject to completion or amendment.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
-------------------
THE COMPANY
The description of the business of American Home Products Corporation (the
"Company") is qualified in its entirety by and should be read together with the
more detailed information and financial statements incorporated by reference in
the Prospectus.
The Company is engaged in the discovery, development, manufacture,
distribution and sale of a diversified line of products in three business
segments: health care products, agricultural products and food products. Health
care products include branded and generic ethical pharmaceuticals, biologicals,
nutritionals, consumer health care products, medical supplies and diagnostic
products, animal biologicals and pharmaceuticals and feed additives. The Company
holds majority interests in Genetics Institute, Inc. ("Genetics Institute") and
Immunex Corporation ("Immunex"), each a significant biopharmaceutical company.
Agricultural products include crop protection and pest control products such as
herbicides, fungicides, insecticides and plant growth regulators. Food products
include entrees, side dishes, spreadable fruit products, snacks and other food
products.
The Company is conducting a review of certain of its product lines, assets
and/or businesses as further described in "Recent Developments--Dispositions of
Product Lines, Assets and/or Businesses" below.
The Company, a Delaware corporation, maintains its principal offices at Five
Giralda Farms, Madison, New Jersey 07940 (telephone number 201-660-5000).
RECENT DEVELOPMENTS
ACQUISITION OF AMERICAN CYANAMID COMPANY
In late 1994, the Company acquired all of the outstanding common stock of
American Cyanamid Company ("Cyanamid"). The aggregate purchase price to acquire
all of Cyanamid including related fees and expenses was approximately $9.6
billion. The acquisition was initially financed through the sale by the Company
and certain of its subsidiaries of privately placed short-term notes (the
"Short-Term Notes"), and with the Company's general corporate funds. This
acquisition strengthens the Company's competitive position in the global health
care marketplace, expands its research and development capabilities, improves
the efficiency of its manufacturing, sales, marketing and administrative
functions, and increases diversification by adding Cyanamid's agricultural
products business.
DISPOSITIONS OF PRODUCT LINES, ASSETS AND/OR BUSINESSES
The Company has undertaken to identify certain of its product lines, assets
and/or businesses for potential divestiture and intends to use the net proceeds
of any such divestitures to pay down indebtedness. The first such divestiture
was the sale of the Company's South American oral health care product line for
$1.04 billion in January 1995. This business had sales of approximately $290
million in 1994 (primarily in Brazil) from sales of toothpastes, toothbrushes,
dental floss and mouth
S-2
<PAGE>
rinse. The net proceeds of approximately $900 million are being used primarily
to repay a portion of the Short-Term Notes.
Although there can be no assurance that any other divestitures will occur or
that the net proceeds from any such divestitures will be used to repay
indebtedness, the Company currently anticipates that the net proceeds from
divestitures, combined with the Company's internally generated cash flow, will
enable it to make a significant reduction in its indebtedness before the end of
1997.
WORLDWIDE RESTRUCTURINGS AND WORKFORCE REDUCTIONS
In 1994, the Company continued its ongoing study of all of its operations
worldwide to maximize efficiencies and reduce costs and announced that, in
total, approximately 2,300 positions in Brazil, Europe and Canada and 2,000
positions in the United States would be eliminated as a result of several
restructuring programs. In addition, following the Cyanamid acquisition, the
Company announced that a total of 4,300 positions in all areas of the Company
worldwide would be eliminated by the end of 1995 and that it intends to further
reduce personnel in 1996. All of the costs associated with these announcements
have been previously charged to earnings or reflected in the accounting for the
acquisition of Cyanamid. The Company expects to realize significant cost savings
as a result of the elimination of these 8,600 positions. At December 31, 1994,
the Company employed approximately 74,000 persons worldwide.
RECENT FINANCIAL RESULTS
The Company recently announced the following financial results for the
periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, DECEMBER 31,
---------------- ----------------
1994 1993 1994 1993
------ ------ ------ ------
<S> <C> <C> <C> <C>
(IN MILLIONS, EXCEPT PER SHARE
AMOUNTS AND PERCENTAGES)
Net sales.............................................. $8,966 $8,305 $2,586 $2,116
Percentage increase................................. 8% 22%
Net income............................................ 1,528 1,469 399 383
Percentage increase................................. 4% 4%
Net income per share.................................. 4.97 4.73 1.30 1.23
Percentage increase................................. 5% 6%
</TABLE>
Operating results for the fourth quarter and the twelve months ended
December 31, 1994 reflect Cyanamid's operating results and acquisition related
interest expense and goodwill amortization for the month of December 1994.
Excluding the impact of Cyanamid, net sales for the fourth quarter and twelve
months ended December 31, 1994 would have increased 6% and 4%, respectively.
Cyanamid's operating results for the month of December 1994 were more than
offset by the acquisition related interest expense and goodwill amortization,
which resulted in dilution of $.04 per share for the fourth quarter and the year
ended December 31, 1994.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Notes offered hereby
are estimated to be $ . The Company intends to use the net proceeds
from the sale of the Notes for repayment of indebtedness, including a portion of
the Short-Term Notes issued in connection with the acquisition of Cyanamid.
S-3
<PAGE>
SELECTED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The selected unaudited pro forma financial information set forth below gives
effect to the acquisition of Cyanamid assuming that the acquisition occurred on
January 1, 1993. The selected unaudited pro forma financial information is
provided for informational purposes only and does not purport to be indicative
of the future results of the Company or what the results of operations would
have been had the acquisition been effected on the date indicated. This
information is qualified in its entirety by, and should be read in conjunction
with, the Company's Unaudited Pro Forma Consolidated Condensed Financial
Statements contained in the Company's Current Report on Form 8-K, dated December
6, 1994, which is incorporated herein by reference (the "Form 8-K"). This
information should also be read in conjunction with the information set forth in
"Selected Consolidated Financial Information" herein, as well as the Company's
audited financial statements and notes thereto for the year ended December
31, 1993, and the Company's unaudited financial statements for the nine months
ended September 30, 1994, both of which are incorporated by reference in the
Prospectus, and Cyanamid's audited financial statements and notes thereto for
the year ended December 31, 1993, and Cyanamid's unaudited financial
statements for the nine months ended September 30, 1994, both of which are
incorporated by reference in the Form 8-K.
<TABLE>
<CAPTION>
PRO FORMA
YEAR ENDED
DECEMBER 31,
----------------------
1994 1993
--------- ---------
(IN MILLIONS, EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
OPERATING DATA(1):
Net sales........................................................... $13,500 $12,582
Income before taxes................................................. 1,708 965
Net income.......................................................... 1,273 645
Net income per share................................................ 4.14 2.08
CASH FLOW DATA:
Depreciation and amortization....................................... 724 655
Purchases of property, plant and equipment.......................... 721 824
</TABLE>
<TABLE>
<CAPTION>
PRO FORMA
YEAR ENDED DECEMBER 31
---------------------------------------
1994 1993
----------------- -----------------
(IN MILLIONS, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C>
NET SALES BY BUSINESS SEGMENT:
Health care products
Pharmaceuticals........................................ $ 7,386 55% $ 7,088 56%
Consumer health care................................... 2,080 15 2,002 16
Medical supplies and diagnostic products............... 1,419 11 1,451 12
---------- --- ---------- ---
Total health care products........................... 10,885 81 10,541 84
Agricultural products.................................... 1,618 12 1,105 9
Food products............................................ 997 7 936 7
---------- --- ---------- ---
TOTAL.................................................... $ 13,500 100% $ 12,582 100%
---------- --- ---------- ---
---------- --- ---------- ---
NET SALES BY GEOGRAPHIC SEGMENT:
United States............................................ $ 8,337 62% 8,268 66%
Canada and Latin America................................. 1,503 11 1,313 10
Europe and Africa........................................ 2,743 20 2,305 18
Asia and Australia....................................... 917 7 696 6
---------- --- ---------- ---
TOTAL.................................................... $ 13,500 100% $ 12,582 100%
---------- --- ---------- ---
---------- --- ---------- ---
</TABLE>
- ------------
(1) Represents income from continuing operations only. Included in the Company's
Historical Consolidated Income Statement for the twelve months ended
December 31, 1994 is a $174 million charge to record the costs of
implementing certain restructuring programs, a gain of approximately $76
million from the sale of certain businesses and the Company's former
headquarters building and a reduction of certain tax accruals of
approximately $64 million. The restructuring charge, the gain on the asset
sales and the tax adjustment, in the aggregate, had no effect on the 1994
pro forma net income or net income per share. Included in Cyanamid's
Historical Consolidated Income Statement for the year ended December 31,
1993 is a restructuring charge of $208 million. Also included in Cyanamid's
Historical Consolidated Income Statement for the year ended December 31,
1993 is a pre-tax charge of $384 million for acquired in-process research
related to Cyanamid's acquisition of 53.5% of the capital stock of Immunex.
Excluding the effects of Cyanamid's restructuring charge and write-off of
acquired in-process research in 1993, the pro forma net income and net
income per share for the year ended December 31, 1993 would have been $1,157
million and $3.72 per share, respectively.
S-4
<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table presents selected historical consolidated financial
information of the Company which has been derived from the Company's audited
financial statements. The consolidated balance sheets as of December 31, 1993
and December 31, 1992 and the related consolidated statements of income and cash
flows for each of the three years in the period ended December 31, 1993 are
incorporated by reference in the Prospectus.
<TABLE>
<CAPTION>
AMERICAN HOME PRODUCTS CORPORATION 1994(1) 1993 1992 1991
------- ------ ------ ------
(IN MILLIONS, EXCEPT PER SHARE
AMOUNTS)
<S> <C> <C> <C> <C>
OPERATING DATA FOR THE YEAR ENDED DECEMBER 31:
Net sales............................................. $ 8,966 $8,305 $7,874 $7,079
Income before taxes................................... 2,030 1,993 1,724 1,760
Cumulative effect of accounting changes............... -- -- 310 --
Net income............................................ 1,528 1,469 1,461 1,375
Net income per share.................................. 4.97 4.73 4.65 4.36
CASH FLOW DATA FOR THE YEAR ENDED DECEMBER 31:
Depreciation and amortization......................... 306 241 210 167
Purchases of property, plant and equipment............ 473 518 428 228
BALANCE SHEET DATA AS OF DECEMBER 31:
Cash and marketable securities........................ 1,944 2,220 1,982 2,065
Total assets.......................................... 21,675 7,687 7,141 5,939
Working capital....................................... 3,203 3,223 3,059 2,849
Total debt............................................ 10,087 864 613 110
Shareholders' equity.................................. 4,254 3,876 3,563 3,301
</TABLE>
- ------------
(1) Incorporates acquisition of Cyanamid as of December 1, 1994. See "Recent
Developments--Recent Financial Results".
The following table presents selected historical consolidated financial
information of Cyanamid which has been derived from Cyanamid's audited financial
statements. The consolidated balance sheets as of December 31, 1993 and December
31, 1992 and the related consolidated statements of income and cash flows for
each of the three years in the period ended December 31, 1993 are incorporated
by reference in the Form 8-K.
<TABLE>
<CAPTION>
AMERICAN CYANAMID COMPANY 1993 1992 1991
------- ------ ------
(IN MILLIONS, EXCEPT PER
SHARE AMOUNTS)
<S> <C> <C> <C>
OPERATING DATA FOR THE YEAR ENDED DECEMBER 31:
Net sales...................................................... $ 4,277 $4,194 $3,821
Earnings (loss) before taxes from continuing operations........ (121)(1) 545 492
Discontinued operations and cumulative effect of accounting
changes...................................................... (955)(2) 45 30
Net earnings (loss)............................................ (1,119) 395 359
Earnings (loss) per share from continuing operations........... (1.82) 3.85 3.53
Net earnings (loss) per share.................................. (12.44) 4.35 3.85
CASH FLOW DATA FOR THE YEAR ENDED DECEMBER 31:
Depreciation and amortization.................................. 219 198 177
Additions to plants, equipment and facilities.................. 306 311 300
BALANCE SHEET DATA AS OF DECEMBER 31:
Cash and marketable securities................................. 528 468 420
Total assets................................................... 6,057 5,067 4,689
Working capital................................................ 356 839 794
Total funded debt.............................................. 960 674 572
Shareholders' equity........................................... 1,367 2,721 2,604
</TABLE>
- ------------
(1) Includes the write-off of acquired in-process research of $384 million from
the Immunex acquisition and a restructuring charge of $208 million.
(2) Includes a $622 million loss from discontinued operations related to the
Cytec Industries, Inc. spin-off and the cumulative effect of accounting
changes related to the adoption of SFAS No. 109, "Accounting for Income
Taxes", which resulted in a gain of $2 million and SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions", which resulted
in a charge of $335 million, net of tax effect.
S-5
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company at December 31, 1994, and as adjusted to give effect to the issuance of
the Notes offered hereby and application of the estimated proceeds therefrom, to
repay Short-Term Notes and the estimated effects of the sale of the Company's
South American oral health care product line.
<TABLE>
<CAPTION>
DECEMBER 31, 1994
---------------------------
ACTUAL(1) AS ADJUSTED(2)
--------- --------------
(IN MILLIONS)
<S> <C> <C>
Notes payable to banks and current portion of long-term debt: $ 113 $ 113
--------- --------------
Long-term debt:
Short-Term Notes 8,797 6,897
% Notes due 2000 -- 500
% Notes due 2005 -- 500
6 7/8% Notes due 1997 250 250
6 1/2% Notes due 2002 250 250
7 1/4% Debentures due 2023 250 250
Other 427 427
--------- --------------
Total long-term debt 9,974 9,074
--------- --------------
Total debt 10,087 9,187
--------- --------------
Shareholders' equity:
Common stock 102 102
Additional paid-in capital 1,021 1,021
Retained earnings 3,226 3,876
Currency translation adjustments (95) (95)
--------- --------------
Total shareholders' equity 4,254 4,904
--------- --------------
Total capitalization $ 14,341 $ 14,091
--------- --------------
--------- --------------
</TABLE>
- ------------
(1) Incorporates acquisition of Cyanamid as of December 1, 1994. See "Recent
Developments--Recent Financial Results".
(2) Assumes that the Notes are sold at par and does not reflect expenses in
connection with the issuance of the Notes offered hereby. The as adjusted
capitalization reflects the application of the net proceeds of $900 million
from the sale of the Company's South American oral health care product line
to reduce Short-Term Notes and the after-tax gain of $650 million on the
sale of such product line (which has been reflected in retained earnings).
See "Recent Developments--Dispositions of Product Lines, Assets and/or
Businesses".
BUSINESS
The Company is one of the world's largest research-based pharmaceutical and
health care products companies and is engaged in the discovery, development,
manufacture, distribution and sale of products in three diversified business
segments: health care products, agricultural products and food products. Product
designations appearing in differentiated type are trademarks.
HEALTH CARE PRODUCTS
PHARMACEUTICALS
The Company's pharmaceutical business is operated primarily through its
Wyeth-Ayerst Laboratories ("Wyeth-Ayerst"), Lederle Laboratories ("Lederle") and
Lederle-Praxis Biologicals ("Lederle-Praxis") divisions and subsidiaries. The
Company also is the majority shareholder in Genetics Institute and Immunex, each
a significant biopharmaceutical company focusing on the
S-6
<PAGE>
discovery of protein-based therapies. In the United States, Wyeth-Ayerst and
Lederle products are prescribed more often than those of any other
research-based pharmaceutical company.
HORMONE REPLACEMENT THERAPY/ORAL CONTRACEPTIVES. Wyeth-Ayerst is the world's
largest provider of hormone replacement therapy and oral contraceptive products.
Premarin (conjugated estrogens), indicated as a therapy for short-term symptoms
of menopause, is used to prevent and treat osteoporosis and is the most
frequently prescribed drug in the United States. Wyeth-Ayerst holds the number
one position in oral contraceptive products worldwide, with Triphasil (marketed
internationally as Trinordiol), Lo/Ovral, Nordette, Tri-Minulet and Minulet.
CARDIOVASCULAR. Wyeth-Ayerst's family of cardiac arrhythmia products,
Cordarone, Quinidex Extentabs and Sectral, ranks number one in sales and
prescriptions in the United States in this category. Other cardiovascular
disease therapies are Verelan, Inderal, Inderal LA, Tenex, Isordil, ISMO and
Ziac.
MENTAL HEALTH. Wyeth-Ayerst has important products in the mental health
field including innovative therapies for treating depression, anxiety and
related disorders. Effexor was introduced in the United States in 1994 as a
novel antidepressant, adding to the Company's established products such as
Ativan, Loramet and Serax.
ANALGESICS. In the non-steroidal anti-inflammatory drug field, Wyeth-Ayerst
offers drugs such as Lodine, Oruvail and Orudis, making the Company a leader in
this category in the United States.
ANTIBIOTICS AND VACCINES. Lederle has a strong presence in the
anti-infective category with antibiotic products such as Suprax, Zosyn (sold
internationally as Tazocin), Minocin and Pipracil. Lederle-Praxis and
Wyeth-Ayerst combined have a major presence in the discovery, development and
marketing of vaccines worldwide. Lederle-Praxis products include Orimune polio
vaccine, Tetramune, Pnu-Imune 23 and HibTITER. In the United States,
Wyeth-Ayerst is one of the leading suppliers of vaccines for influenza, cholera,
typhoid and adenovirus.
ANTI-CANCER. Lederle is a recognized manufacturer of anti-cancer agents,
with products marketed in North America by Immunex. Major products include
Novantrone, Leucovorin calcium, Methotrexate, Thioplex and Leukine.
COUGH/ALLERGY. Wyeth-Ayerst is a leader in prescriptions for cough/allergy
products in the United States through sales of Phenergan and Dimetane.
GENERICS. Lederle Standard Products, Elkins-Sinn and ESI-Pharma, Inc.
("ESI-Pharma") together are a leader in marketing generic versions of major
pharmaceuticals. Lederle Standard Products markets gemfibrozil, a generic
version of Lopid; alprazolam, the generic version of Xanax; and naproxen, the
generic version of Naprosyn; and manufactures cimetidine, the generic version of
Tagamet. Wyeth-Ayerst has a significant presence in small-volume parenterals
with the Elkins-Sinn line of products and the Tubex Closed Injection System.
ESI-Pharma's drug products include medroxyprogesterone acetate, the
bioequivalent version of Provera, and norethindrone acetate, the generic version
of Norlutate.
PEDIATRIC HEALTH CARE. Wyeth-Ayerst is a worldwide leader in developing and
marketing scientifically formulated nutritional products for infants and
children. Wyeth-Ayerst nutritional products, which are offered without
prescription, include SMA infant formula (marketed internationally as S-26),
Nursoy soy-based formula, Promil, Bonamil and Progress.
ANIMAL HEALTH. Fort Dodge Laboratories markets a broad range of products
worldwide and is a major presence in the North American animal vaccine category.
In the small animal and equine field, Fort Dodge markets biologicals, vaccines
and a range of other products. Fort Dodge and Franklin Laboratories, its
over-the-counter (OTC) entity, together with Cyanamid, maintain a leadership
position in the dairy and cattle fields with products such as Today, Tomorrow,
Cefa-Lak, Cefa-Dri, Pyramid MLV4, Triangle 4 PH/HS, Discovery 4+ PH/Somnus,
TrichGuard, Reprotec,
S-7
<PAGE>
Cydectin, Presponse, Cyblue, Bursavac, Flectron and Renegade. Cyanamid's
medicated feed additives include antibacterials, anticoccidials and productivity
growth enhancers for livestock.
RESEARCH AND DEVELOPMENT. In 1994 the Company invested, on a combined pro
forma basis (including Cyanamid), approximately $1 billion on pharmaceutical
research and development programs. Wyeth-Ayerst has major discovery programs in
the areas of women's health, cardiovascular and metabolic diseases, central
nervous system disorders and immuno-inflammatory diseases. Lederle conducts
research in most of these areas and has strong programs in oncology and
infectious-diseases. Lederle-Praxis is a leader in vaccine research and
development.
The ability of Genetics Institute and Immunex to use genetic engineering to
discover and develop protein-based therapies complements the expertise of
Wyeth-Ayerst and Lederle in biology, chemistry and pharmacology. The scope of
the Company's medical technology is extended through a growing number of
important collaborative arrangements with these and other significant
biotechnology companies and with research institutions.
MANAGED CARE. Wyeth-Ayerst and Lederle are responding to the increasing
importance and influence of pharmaceutical customers such as health maintenance
organizations, group purchasing organizations and pharmacy benefit managers.
Wyeth-Ayerst and Lederle offer a broad range of branded and generic products
that cover most therapeutic areas. Both Wyeth-Ayerst and Lederle continue to
establish programs, services and resources to solidify relations with managed
care customers.
CONSUMER HEALTH CARE
Whitehall-Robins Healthcare is a worldwide leader in the research and
development, manufacturing and marketing of consumer health care products.
Whitehall-Robins is one of the largest consumer health care products companies
in the United States.
Advil, Whitehall-Robins' leading product, is the largest selling OTC
ibuprofen product in the United States and Canada and the second largest selling
non-prescription analgesic in the United States. Other Whitehall-Robins products
in the analgesic category are the Anacin line, Anadin and Spalt.
In the cough/cold/allergy remedy category, Whitehall-Robins holds strong
franchises led by Robitussin, the brand most frequently recommended by
physicians and pharmacists. Other products in this category are Robitussin Cough
Drops, Dimetapp and Advil Cold and Sinus.
Lederle's Centrum and Centrum Silver (marketed in Canada as Centrum Select)
are the leading products in the United States and Canadian adult mutivitamin
category. Centrum, Jr. holds the number two position in the children's vitamin
category. FiberCon, a bulk-forming laxative, is the number two brand in the bulk
laxative market. The Company is well positioned in the calcium supplement market
with its Caltrate brand.
The Chap Stick lip balm franchise, Anbesol topical oral analgesic line and
Denorex medicated shampoo each maintains a strong presence in its product
category. Preparation H is the largest selling hemorrhoidal relief product in
the United States, Canada and certain European countries, and Primatene Mist is
a leading product in the OTC asthma relief category.
Whitehall-Robins' growing investment in research and development is directed
at product improvements, line extensions, and converting prescription products
to OTC status. Internationally, the Company is developing a growing presence
that includes analgesics, digestive remedies, cough medicines, cold remedies and
vitamins.
MEDICAL SUPPLIES AND DIAGNOSTIC PRODUCTS
The Company, through Sherwood Medical Company ("Sherwood"), Davis & Geck,
Storz Instrument Company ("Storz"), Quinton Instrument Company ("Quinton"),
Acufex Microsurgical Inc.
S-8
<PAGE>
("Acufex") and Symbiosis Corp. ("Symbiosis"), manufactures and markets
innovative medical devices, supplies and diagnostic products.
Sherwood is a major supplier of safety syringes in the United States and
markets a complete range of needle and syringe combinations. Its Argyle line is
a leader in tubes, catheters, and chest drainage products in the United States.
Sherwood's enteral feeding systems and tympanic thermometers hold leading
positions in the United States and have experienced sales growth in certain
international markets.
Davis & Geck is a significant manufacturer of wound closure products.
Ophthalmic equipment, pharmaceuticals, instruments and intraocular lenses are
marketed under the Storz trademarks in the United States and internationally.
Quinton maintains a broad line of cardiopulmonary instrumentation and devices as
well as stress testing equipment and cardiac lab data management systems. Acufex
manufactures instruments, scopes, fiber optic light sources and video imaging
systems for arthroscopic surgical procedures. Symbiosis is a leader in
developing and manufacturing innovative disposable laparoscopic and endoscopic
surgical products that are supplied to major surgical instrumentation companies
for sale to customers.
AGRICULTURAL PRODUCTS
Through Cyanamid, the Company manufactures and markets herbicides,
insecticides and fungicides. It ranks as one of the largest crop protection
companies in the world.
Cyanamid's key herbicides are based on the unique imidazolinone chemistry
that is essentially non-toxic to wildlife and enables growers to effectively
control weeds at very low doses. Cyanamid's line of herbicides includes Pursuit,
Scepter, Assert, Arsenal and a pendimethalin herbicide marketed as Prowl and
Stomp. The product line is being expanded with other proprietary herbicides.
Cyanamid sells a leading soil insecticide for corn (Counter) and a broad
range of foliar insecticides (Fastac, Masai, Cascade and Aztec), aphicides,
acaricides and insect growth regulators. Additionally, Cyanamid markets a range
of fungicides, including Acrobat, Delan and Saprol.
FOOD PRODUCTS
The Company's subsidiaries, American Home Food Products, Inc. and Canadian
Home Products Limited, manufacture and market quality foods including some of
the most popular brands in North America.
The Company has a strong presence in prepared meals and continues to
maintain the leading share of the prepared pasta category through sales of its
Chef Boyardee line. Dennison's Chili, Ranch Style products and the Luck's brand
of peas and beans all contribute to the Company's leadership position in these
categories.
The Company maintains a significant presence within the food enhancements
and snacks categories. Polaner All Fruit is the leader in the fruit juice
sweetened spreadable fruit segment. Crunch 'n Munch is the leading brand of
glazed popcorn in the United States and Canada. Pam No Stick Cooking Spray is
the leading product in its category in the United States and Canada. The Company
also manufactures and markets Gulden's spicy brown mustard and Ro*Tel diced
tomatoes and green chilies.
S-9
<PAGE>
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the Prospectus as the "Offered Debt Securities")
supplements and, to the extent inconsistent therewith, replaces, insofar as such
description relates to the Notes, the description of the Debt Securities set
forth in the Prospectus, to which description reference is hereby made.
Capitalized terms not otherwise defined herein shall have the meanings given to
them in the Prospectus.
GENERAL
The Notes are unsecured and unsubordinated obligations of the Company, will
rank pari passu with all other unsecured and unsubordinated indebtedness of the
Company, and will mature on February , 2000 and February , 2005,
respectively. The Notes will bear interest at the rates per annum shown on the
cover page of this Prospectus Supplement, payable semi-annually on February ,
and August of each year (each an "Interest Payment Date") commencing August
, 1995 to the Person in whose name the Note (or any predecessor Note) is
registered at the close of business on and , as the case may be,
next preceding such Interest Payment Date. The Notes will not be redeemable by
the Company prior to their stated maturity and will not be entitled to the
benefit of a sinking fund.
BOOK-ENTRY NOTES
The % Notes due 2000 and the % Notes due 2005, respectively, will be
issued in the form of global notes (the "Global Notes"). The Global Notes will
be deposited with, or on behalf of DTC (the "Depositary"), and registered in the
name of the Depositary or a nominee thereof. Unless and until it is exchanged in
whole or in part for Notes in definitive form, no Global Note may be transferred
except as a whole by the Depositary to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor.
The Depositary has advised the Company as follows: The Depositary 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. The Depositary was created to hold securities of its participants and to
facilitate the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry changes in
participants' accounts, thereby eliminating the need for physical movement of
securities certificates. The Depositary's participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations, some of whom (and/or their representatives) own the
Depositary. Access to the Depositary's book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly. The rules applicable to the Depositary are on file with the
Securities and Exchange Commission.
A further description of the Depositary's procedures with respect to Global
Notes is set forth in the Prospectus under "Description of Debt
Securities--Global Securities".
S-10
<PAGE>
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds, so long as DTC continues to make its
Same-Day Funds Settlement System available to the Company.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearinghouse or next-day funds. In contrast, the Notes
will trade in DTC's Same-Day Funds Settlement System, and secondary market
trading activity in the Notes will therefore be required by DTC to settle in
immediately available funds. No assurance can be given as to the effect, if any,
of settlement in immediately available funds on trading activity in the Notes.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company has agreed to sell to each of the Underwriters named below, and each
of the Underwriters has severally agreed to purchase, the principal amount of
the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
(IN MILLIONS)
----------------------
% %
NOTES DUE NOTES DUE
UNDERWRITER 2000 2005
- ------------------------------------------------------ --------- ---------
<S> <C> <C>
Goldman, Sachs & Co...................................
Bear, Stearns & Co. Inc...............................
Merrill Lynch, Pierce, Fenner & Smith Incorporated....
J.P. Morgan Securities Inc............................
Morgan Stanley & Co. Incorporated.....................
Total...........................................
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes, if any are
taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of % and % of the principal amount of the % Notes due
2000 and the % Notes due 2005, respectively. The Underwriters may allow, and
such dealers may reallow, a concession not to exceed % of the principal
amount of the Notes to certain brokers and dealers. After the Notes are released
for sale to the public, the public offering price and other selling terms may
from time to time be varied by the Underwriters.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that the Underwriters intend to
make a market in the Notes but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
S-11
<PAGE>
PROSPECTUS
$3,500,000,000
AMERICAN HOME PRODUCTS CORPORATION
DEBT SECURITIES
American Home Products Corporation (the "Company") may offer and issue from
time to time in one or more series debt securities (the "Debt Securities") with
an initial offering price not to exceed $3,500,000,000 (or the equivalent in
foreign denominated currency or currency units based on or relating to foreign
currencies, including European Currency Units). The Company will offer Debt
Securities to the public on terms determined by market conditions. Debt
Securities may be issuable in registered form without coupons or in bearer form
with or without coupons attached. Debt Securities may be sold for U.S. dollars,
foreign denominated currency or currency units; principal of and any interest on
Debt Securities may likewise be payable in U.S. dollars, foreign denominated
currency or currency units--in each case, as the Company specifically
designates.
The accompanying Prospectus Supplement sets forth the specific designation,
aggregate principal amount, purchase price, maturity, interest rate (or manner
of calculation thereof), time of payment of interest (if any), listing (if any)
on a securities exchange and any other specific terms of the Debt Securities and
the name of and compensation to each dealer, underwriter or agent (if any)
involved in the sale of the Offered Debt Securities (as defined herein). The
managing underwriters with respect to each series sold to or through
underwriters will be named in the accompanying Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
Debt Securities may be offered through dealers, underwriters or agents
designated from time to time, as set forth in the accompanying Prospectus
Supplement. Net proceeds to the Company will be the purchase price in the case
of a dealer, the public offering price less discount in the case of an
underwriter or the purchase price less commission in the case of an agent--in
each case, less other expenses attributable to issuance and distribution. The
Company may also sell Debt Securities directly to investors on its own behalf.
In the case of sales made directly by the Company, no commission will be
payable. See "Plan of Distribution" for possible indemnification arrangements
for dealers, underwriters and agents.
-------------------
The date of this Prospectus is January 30, 1995
<PAGE>
-------------------
IN CONNECTION WITH THIS OFFERING OF CERTAIN DEBT SECURITIES, THE
UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICES OF SUCH DEBT SECURITIES OR OTHER SECURITIES OF THE COMPANY AT
LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
-------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 or at its Regional Offices located at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, Suite 1300, New York, New York 10048, and copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Such material can
also be inspected at the office of The New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, on which certain of the Company's securities
are listed.
The Prospectus constitutes a part of a Registration Statement on Form S-3
(referred to herein, including all amendments and exhibits, as the "Registration
Statement") which the Company has filed with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"). This Prospectus does not contain
all of the information contained in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement and related
exhibits for further information with respect to the Company and the Securities.
The Registration Statement may be inspected at the public reference facilities
maintained by the Commission at the addresses set forth in the proceeding
paragraph. Statements contained herein concerning the provisions of any document
filed as an Exhibit to the Registration Statement are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
-------------------
2
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
and are incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the year ended December
31, 1993;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 1994; and
(3) the Company's Current Reports on Form 8-K dated August 4, 1994,
August 17, 1994 and December 6, 1994, respectively.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of any series of Debt Securities shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Copies of the above documents (excluding exhibits) may be obtained upon
request by persons to whom this Prospectus is delivered without charge from the
Secretary of the Company, Five Giralda Farms, Madison, New Jersey 07940
(telephone number 201-660-5000).
3
<PAGE>
THE COMPANY
American Home Products Corporation (the "Company") is engaged in the
discovery, development, manufacture, distribution and sale of a diversified line
of products in three business segments: health care products, agricultural
products and food products. In late 1994, the Company acquired American Cyanamid
Company ("Cyanamid"), a diversified health care and agricultural products
company.
The Company's health care products operations are conducted primarily
through the following divisions and subsidiaries: Wyeth-Ayerst is a worldwide
discoverer, developer, manufacturer and marketer of ethical pharmaceuticals,
with major products in such categories as female health care, cardiovascular
products, infant formulas, injectable products, anti-inflammatory agents,
psychotropic products, and prescription cough/cold/allergy products. Lederle
Laboratories is a worldwide manufacturer and marketer of branded and generic
ethical pharmaceuticals, biologicals and consumer health care products, with
major products in such categories as anti-infectives, anticancer agents,
cardiovascular products, vaccines and vitamins. Whitehall-Robins is a developer,
manufacturer and/or marketer of ethical pharmaceuticals, over-the-counter
medications, personal care products and other brand name consumer products in
the U.S. and internationally. Sherwood Medical Company develops, manufactures
and markets medical devices and clinical laboratory products worldwide. In
addition, the Company, through its Storz Ophthalmics, Acufex Microsurgical,
Davis & Geck, Quinton Instrument and Symbiosis subsidiaries, also develops,
manufactures and markets medical devices worldwide. Fort Dodge Laboratories,
along with Cyanamid's animal health business, discovers, develops, manufactures
and markets animal biologicals, pharmaceuticals and feed additives in the U.S.
and internationally. The Company holds majority interests in Genetics Institute,
Inc., and Immunex Corporation, each a significant biopharmaceutical company.
The Company's agricultural products business is concentrated in the crop
protection and vegetation and pest control areas and encompasses herbicides,
including imidazolinone herbicides, insecticides, fungicides and plant growth
regulators.
The Company's food products operations are conducted through its American
Home Food Products subsidiary which manufactures and markets entrees, side
dishes, spreadable fruit products, snacks and other food products in the U.S.
and Canada.
The Company was incorporated in the State of Delaware in 1926 and maintains
its principal offices at Five Giralda Farms, Madison, New Jersey 07940
(telephone number 201-660-5000).
RECENT DEVELOPMENTS
- --ACQUISITION OF AMERICAN CYANAMID COMPANY
In late 1994, the Company acquired all of the outstanding common stock of
Cyanamid pursuant to a tender offer (the "Offer") and subsequent merger of a
subsidiary of the Company with Cyanamid (the "Merger", and together with the
Offer, the "Acquisition").
In connection with the Acquisition, the Company and certain of its
subsidiaries entered into two credit agreements with a syndicate of lenders led
by Chemical Bank, as administrative agent, whereby the lenders agreed to lend
the Company and certain of its subsidiaries an aggregate of up to $10.0 billion
(the "Credit Facilities"). The Credit Facilities consist of a $7.0 billion,
364-day facility and a $3.0 billion, five-year facility. The 364-day facility is
renewable for additional 364-day periods with the consent of the majority
lenders thereunder in amounts equal to the aggregate commitments of the
consenting lenders and replacement lenders, if any. The proceeds of the Credit
Facilities may be used by the borrowers (i) as a back-up for privately placed
short-term notes, and (ii) for the Company's general corporate and working
capital purposes. The Credit Facilities contain various customary covenants,
representations, warranties, conditions and default provisions and a financial
covenant under which the Company's ratio of adjusted indebtedness to adjusted
capitalization may not exceed .76:1
4
<PAGE>
through (but excluding) December 31, 1996, which maximum allowable ratio
declines to .65:1 by December 31, 1998.
The aggregate purchase price to acquire all of the Cyanamid shares at $101
per share pursuant to the Acquisition and to pay related fees and expenses was
approximately $9.6 billion. The Acquisition was initially financed through the
sale by the Company and certain of its subsidiaries of privately placed
short-term notes supported by the Credit Facilities ("the Notes"), and with the
Company's general corporate funds. In connection with financing the Acquisition,
in October 1994 the Company entered into $4.75 billion notional amount of
simple, unleveraged, intermediate tenor interest rate swaps, the effect of which
is to convert floating rate obligations to fixed rate obligations.
While the Notes are due within one year, the Company intends to classify
such notes as long-term debt in its financial statements because it intends, and
has the ability, to refinance these obligations for a period greater than
one-year from the date of its financial statements through (i) the issuance of
the Debt Securities, (ii) by the issuance of additional privately placed
short-term notes; or (iii) the use of the Credit Facilities.
- --SALE OF ORAL HEALTH BUSINESS
On January 10, 1995, the Company completed the sale of its South American
oral health business to Colgate-Palmolive Company for an aggregate purchase
price of $1.04 billion. Also included in the sale were the Company's oral health
businesses in Hungary, Greece and Taiwan. The South American oral health
business had sales of approximately $290 million in 1994. Its products include
toothpastes, toothbrushes, dental floss and mouth rinse, sold primarily under
the Kolynos trademark with the largest market being Brazil and other significant
markets in Argentina, Colombia, Peru and Uruguay. The proceeds are being used
primarily to repay a portion of the Notes.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, ------------------------------------
1994 1993 1992 1991 1990 1989
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges................. 22 23 28 36 13 24
</TABLE>
For the purposes of computing these ratios, "earnings" consist of income
before income taxes and accounting changes, minority interests in earnings or
losses of consolidated subsidiaries and fixed charges. Fixed charges for the
purpose of calculating the ratios of earnings to fixed charges consist
principally of interest expense, and that portion of rentals representative of
an interest factor.
On a pro forma basis, after giving effect to the Acquisition and Acquisition
related matters and assuming the Acquisition had taken place on January 1, 1993,
the ratio of earnings to fixed charges would have been 2.9 for the nine months
ended September 30, 1994 and, excluding the impact of certain one-time charges
in the historical financial statements of Cyanamid (the write-off of acquired
in-process research of Immunex Corporation, a majority owned subsidiary, and a
Cyanamid restructuring charge incurred in 1993--see Note 3 to Cyanamid's 1993
financial statements), 2.7 for the year ended December 31, 1993. Including these
charges, the pro forma ratio of earnings to fixed charges would be 2.1 for the
year ended December 31, 1993.
USE OF PROCEEDS
Except as otherwise described in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Debt Securities for
repayment of indebtedness, including certain of the Notes issued in connection
with the Acquisition.
5
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an Indenture dated as of April 10,
1992, as amended on October 13, 1992 (the "Indenture") between the Company and
Chemical Bank (successor to Manufacturers Hanover Trust Company) as trustee (the
"Trustee"), a copy of which is incorporated by reference as an exhibit to the
Registration Statement of which this Prospectus is a part. The following
summaries of certain provisions of the Indenture and the Debt Securities do not
purport to be complete and such summaries are subject to the detailed provisions
of the Indenture to which reference is hereby made for a full description of
such provisions, including the definition of certain terms used herein, and for
other information regarding the Debt Securities. Numerical references in
parentheses below are to sections in the Indenture. Wherever particular sections
or defined terms of the Indenture are referred to, such sections or defined
terms are incorporated herein by reference as part of the statement made, and
the statement is qualified in its entirety by such reference. The Debt
Securities offered by this Prospectus and the accompanying Prospectus Supplement
are referred to herein as the "Offered Debt Securities."
GENERAL
The Debt Securities will be unsecured and unsubordinated and will rank Pari
Passu with all other unsecured and unsubordinated indebtedness of the Company.
The Indenture does not limit the aggregate principal amount of Debt Securities
which can be issued thereunder. The Indenture provides that Debt Securities may
be issued from time to time in one or more series and may be denominated and
payable in foreign currencies or units based on or relating to foreign
currencies, including European Currency Units ("ECUs"). Special United States
federal income tax considerations applicable to any Debt Securities so
denominated shall be described in the relevant Prospectus Supplement or Pricing
Supplement.
Reference is made to the Prospectus Supplement for the following terms of
and information relating to the Offered Debt Securities (to the extent such
terms are applicable to such Debt Securities): (i) the specific designation,
aggregate principal amount, purchase price and denomination; (ii) currency or
units based on or relating to currencies in which such Offered Debt Securities
are denominated and/or in which principal (and premium, if any) and/or any
interest will or may be payable; (iii) date or dates of maturity; (iv) interest
rate or rates (or the method by which such rate or rates will be determined), if
any; (v) the dates on which any such interest will be payable; (vi) the place or
places where the principal of, premium, if any, and interest, if any, on the
Offered Debt Securities will be payable; (vii) any redemption, repayment or
sinking fund provisions; (viii) whether the Offered Debt Securities will be
issuable in registered form or bearer form ("Bearer Debt Securities") or both
and, if Bearer Debt Securities are issuable, any restrictions applicable to the
exchange of one form for another and to the offer, sale and delivery of Bearer
Debt Securities; (ix) any applicable United States federal income tax
consequences, including whether and under what circumstances the Company will
pay additional amounts on Offered Debt Securities held by a person who is not a
U.S. person (as defined in the Prospectus Supplement) in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the
Company will have the option to redeem such Offered Debt Securities rather than
pay such additional amounts; and (x) any other specific terms of the Offered
Debt Securities, including any additional events of default or covenants
provided for with respect to such Offered Debt Securities, and any terms which
may be required by or advisable under applicable laws or regulations.
Debt Securities may be presented for exchange and registered Debt Securities
may be presented for transfer in the manner, at the places and subject to the
restrictions set forth in the Debt Securities and the Prospectus Supplement.
Such services will be provided without charge, other than any tax or other
governmental charge payable in connection therewith, but subject to the
limitations provided in
6
<PAGE>
the Indenture. Debt Securities in bearer form and the coupons, if any,
pertaining thereto will be transferable by delivery.
Debt Securities will bear interest at a fixed rate or a floating rate. Debt
Securities bearing no interest or interest at a rate that at the time of
issuance is below the prevailing market rate will be sold at a discount below
their stated principal amount. Special United States federal income tax
considerations applicable to any such discounted Debt Securities or to certain
Debt Securities issued at par which are treated as having been issued at a
discount for United States federal income tax purposes are described in the
relevant Prospectus Supplement.
Debt Securities may be issued, from time to time, with the principal amount
payable on any principal payment date, or the amount of interest payable on any
interest payment date, to be determined by reference to one or more currency
exchange rates, commodity prices, equity indices or other factors. Holders of
such Debt Securities may receive a principal amount on any principal payment
date, or a payment of interest on any interest payment date, that is greater
than or less than the amount of principal or interest otherwise payable on such
dates, depending upon the value on such dates of the applicable currency,
commodity, equity index or other factor. Information as to the methods for
determining the amount of principal or interest payable on any date, the
currencies, commodities, equity indices or other factors to which the amount
payable on such date is linked and certain additional tax considerations will be
set forth in the applicable Prospectus Supplement or Pricing Supplement.
GLOBAL SECURITIES
The registered Debt Securities of a series may be issued in the form of one
or more fully registered global securities (a "Registered Global Security") that
will be deposited with a depositary (a "Depositary") or with a nominee for a
Depositary identified in the Prospectus Supplement relating to such series and
registered in the name of the Depositary or a nominee thereof. In such case, one
or more Registered Global Securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding registered Debt Securities of the series to be represented by
such Registered Global Security or Securities. Unless and until it is exchanged
in whole for Debt Securities in definitive registered form, a Registered Global
Security may not be transferred except as a whole by the Depositary for such
Registered Global Security to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor of such Depositary or a
nominee of such successor.
The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Registered Global Security
will be described in the Prospectus Supplement relating to such series. The
Company anticipates that the following provisions will apply to all depositary
arrangements.
Ownership of beneficial interests in a Registered Global Security will be
limited to persons that have accounts with the Depositary for such Registered
Global Security ("participants") or persons that may hold interests through
participants. Upon the issuance of a Registered Global Security, the Depositary
for such Registered Global Security will credit, on its book-entry registration
and transfer system, the participants' accounts with the respective principal
amounts of the Debt Securities represented by such Registered Global Security
beneficially owned by such participants. The accounts to be credited shall be
designated by any dealers, underwriters or agents participating in the
distribution of such Debt Securities. Ownership of beneficial interests in such
Registered Global Security will be shown on, and the transfer of such ownership
interests will be effected only through, records maintained by the Depositary
for such Registered Global Security (with respect to interests of participants)
and on the records of participants (with respect to interests of persons holding
through participants). The laws of some states may require that certain
purchasers of securities take physical delivery of such securities
7
<PAGE>
in definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in Registered Global Securities.
So long as the Depositary for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder of
the Debt Securities represented by such Registered Global Security for all
purposes under the Indenture. Except as set forth below, owners of beneficial
interest in a Registered Global Security will not be entitled to have their Debt
Securities represented by such Registered Global Security registered in their
names, will not receive or be entitled to receive physical delivery of such Debt
Securities in definitive form and will not be considered the owners or holders
thereof under the Indenture. Accordingly, each person owning a beneficial
interest in a Registered Global Security must rely on the procedures of the
Depositary for such Registered Global Security and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the Indenture. The
Company understands that under existing industry practices, if the Company
requests any action of holders or if an owner of a beneficial interest in a
Registered Global Security desires to give or take any action which a holder is
entitled to give or take under the Indenture, the Depositary for such Registered
Global Security would authorize the participants holding the relevant beneficial
interests to give or take such action, and such participants would authorize
beneficial owners owning through such participants to give or take such action
or would otherwise act upon the instructions of beneficial owners holding
through them.
Principal, premium, if any, and interest payments, if any, on Debt
Securities represented by a Registered Global Security registered in the name of
a Depositary or its nominee will be made to such Depositary or its nominee, as
the case may be, as the registered owner of such Registered Global Security.
None of the Company, the Trustee or any other agent of the Company or agent of
the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in such Registered Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
The Company expects that the Depositary for any Debt Securities represented
by a Registered Global Security, upon receipt of any payment of principal,
premium or interest in respect of such Registered Global Security, will
immediately credit participants' accounts with payments in amounts proportionate
to their respective beneficial interests in such Registered Global Security as
shown on the records of such Depositary. The Company also expects that payments
by participants to owners of beneficial interests in such Registered Global
Security held through such participants will be governed by standing customer
instructions and customary practices, as is now the case with the securities
held for the accounts of customers in bearer form or registered in "street
name", and will be the responsibility of such participants.
If the Depositary for any Debt Securities represented by a Registered Global
Security is at any time unwilling or unable to continue as Depositary or ceases
to be a clearing agency registered under the Exchange Act, and a successor
Depositary registered as a clearing agency under the Exchange Act is not
appointed by the Company within 90 days, the Company will issue such Debt
Securities in definitive form in exchange for such Registered Global Security.
In addition, the Company may at any time and in its sole discretion determine
not to have any of the Debt Securities of a series represented by one or more
Registered Global Securities and, in such event, will issue Debt Securities of
such series in definitive form in exchange for all of the Registered Global
Security or Securities representing such Debt Securities. Any Debt Securities
issued in definitive form in exchange for a Registered Global Security will be
registered in such name or names as the Depositary shall instruct the Trustee.
It is expected that such instructions will be based upon directions received by
the Depositary from participants with respect to ownership of beneficial
interests in such Registered Global Security.
8
<PAGE>
The Debt Securities of a series may also be issued in the form of one or
more bearer global Debt Securities (a "Bearer Global Security") that will be
deposited with a common depositary for Euro-clear and CEDEL, or with a nominee
for such depositary identified in the Prospectus Supplement relating to such
series. The specific terms and procedures, including the specific terms of the
depositary arrangement, with respect to any portion of a series of Debt
Securities to be represented by a Bearer Global Security will be described in
the Prospectus Supplement relating to such series.
RESTRICTIVE COVENANTS
Limitation On Liens. The Indenture provides with respect to each series of
Debt Securities that, unless the terms of such series of Debt Securities provide
otherwise, the Company will not create or assume, or permit any Restricted
Subsidiary to create or assume, any mortgage, pledge, security interest or lien
("Mortgage") of or upon any Principal Property or any shares of capital stock or
indebtedness of any Restricted Subsidiary, unless the Debt Securities of such
series are secured by such Mortgage equally and ratably with all other
indebtedness thereby secured. Such covenant does not apply to (a) Mortgages on
any Principal Property, shares of stock or indebtedness of any corporation
existing at the time such corporation becomes a Restricted Subsidiary, (b)
Mortgages on any Principal Property acquired, constructed or improved by the
Company or any Restricted Subsidiary after the date of the Indenture which are
created or assumed contemporaneously with such acquisition, construction or
improvement or within 120 days after the latest of the acquisition, completion
of construction (including any improvement on any existing property) or
commencement of commercial operation of such property, (c) Mortgages on any
Principal Property or shares of stock or indebtedness acquired from a
corporation merged with or into the Company or a Restricted Subsidiary, (d)
Mortgages on any Principal Property to secure indebtedness of a Restricted
Subsidiary to the Company or another Restricted Subsidiary, (e) Mortgages on any
Principal Property in favor of the United States of America or any State thereof
or The Commonwealth of Puerto Rico or any political subdivision thereof to
secure progress or other payments or to secure indebtedness incurred for the
purpose of financing the cost of acquiring, constructing or improving such
Principal Property (including Mortgages incurred in connection with pollution
control, industrial revenue, Title XI maritime financings or similar
financings), (f) Mortgages existing on the date of the Indenture and (g) any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Mortgage referred to in the foregoing
clauses (a) to (f), inclusive. (Section 3.6)
Notwithstanding the foregoing, the Company and its Restricted Subsidiaries
may, without securing the Debt Securities of any series, create or assume
Mortgages (which would otherwise be subject to the foregoing restrictions)
securing indebtedness in an aggregate amount which, together with all other
Exempted Debt (as defined) of the Company and its Restricted Subsidiaries, does
not at the time exceed 10% of the Company's consolidated net tangible assets
(defined in the indenture as total assets less current liabilities and
intangible assets). (Section 3.6)
Sale And Lease-Back Transactions. The Indenture provides with respect to
each series of Debt Securities that, unless the terms of such series of Debt
Securities provide otherwise, Sale and Lease-Back Transactions (as defined) by
the Company or any Restricted Subsidiary of any Principal Property are
prohibited except in the event that (a) the Company or such Restricted
Subsidiary would be entitled to incur indebtedness secured by a Mortgage on the
Principal Property to be leased equal in amount to the Attributable Debt (as
defined) with respect to such Sale and Lease-Back Transaction without equally or
ratably securing the Securities of such series; or (b) the Company applies an
amount equal to the fair value of the property sold to the purchase of Principal
Property or to the retirement of Long-Term Indebtedness (as defined)of the
Company within 120 days of the effective date of any such Sale and Lease-Back
Transaction. In lieu of applying such amount to such retirement the Company may
deliver Debt Securities to the Trustee for cancellation, such Debt Securities to
be credited at the cost thereof to the Company. (Section 3.7)
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Notwithstanding the foregoing, the Company or any Restricted Subsidiary may
enter into any Sale and Lease-Back Transaction (which would otherwise be subject
to the foregoing restrictions) as long as the Attributable Debt resulting from
such Sale and Lease-Back Transaction, together with all other Exempted Debt of
the Company and its Restricted Subsidiaries, does not at the time exceed 10% of
the Company's consolidated net tangible assets. (Section 3.7)
The term "Principal Property" means the Company's principal office building
and each manufacturing plant or research facility located within the territorial
limits of the States of the United States of America or The Commonwealth of
Puerto Rico (but not within any other territorial possession) of the Company or
a Subsidiary except such as the Board of Directors by resolution reasonably
determines (taking into account, among other things, the importance of such
property to the business, financial condition and earnings of the Company and
its consolidated Subsidiaries taken as a whole) not to be a Principal Property.
(Section 1.01)
The term "Subsidiary" means any corporation (other than Genetics Institute,
Inc.) the outstanding securities of which having ordinary voting power to elect
a majority of the board of directors of such corporation are at the time owned
or controlled by the Company or by one or more Subsidiaries or by the Company
and one or more Subsidiaries, other than a Subsidiary which is engaged primarily
in financing receivables, making loans, extending credit, providing financing
from foreign sources or other activities of a character conducted by a finance
company. The term "Restricted Subsidiary" means any Subsidiary which owns a
Principal Property. (Section 1.01)
Consolidation, Merger And Sale Of Assets. The Company may not consolidate
with, merge into, or sell or convey its property and assets substantially as an
entirety to another entity unless the successor entity assumes all the
obligations of the Company under the Indenture and the Debt Securities and after
giving effect thereto, no default or Event of Default shall have occurred and be
continuing and such successor entity shall be incorporated under the laws of the
United States or any State. Thereafter, except in the case of a conveyance by
way of lease, all such obligations of the Company shall terminate. (Section 9.1)
The Indenture further provides with respect to each series of Debt Securities
that, unless the terms of such series of Debt Securities provide otherwise, the
Company will not, and will not permit any Restricted Subsidiary to, merge or
consolidate with another corporation, or sell all or substantially all of its
assets to another corporation for a consideration other than the fair value
thereof in cash, if such other corporation has outstanding obligations secured
by a mortgage which, after such transaction, would extend to any Principal
Property owned by the Company or such Restricted Subsidiary prior to such
transaction, unless the Company or such Restricted Subsidiary shall have
effectively provided that the Debt Securities of such series will be secured by
a mortgage which, upon completion of the aforesaid transaction, will rank prior
to such mortgage of such other corporation on any Principal Property. (Section
3.6)
The provisions of the Indenture do not afford holders of the Debt Securities
protection in the event of a highly leveraged or other transaction involving the
Company that may adversely affect holders of the Debt Securities.
EVENTS OF DEFAULT
An Event of Default with respect to Debt Securities of any series is defined
under the Indenture as being: (a) default in payment of any principal of the
Debt Securities of such series, either at maturity, upon any redemption, by
declaration or otherwise; (b) default for 30 days in payment of any interest on
any Debt Securities of such series; (c) default for 90 days after written notice
in the observance or performance of any other covenant or agreement in the Debt
Securities of such series or the Indenture; (d) certain events of bankruptcy,
insolvency or reorganization; or (e) any other Event of Default provided for in
the Debt Securities of such series or in the supplemental indenture creating
such Debt Securities. (Section 5.1)
10
<PAGE>
The Indenture provides that (i) if an Event of Default described in the
foregoing clauses (a), (b), (c) or (e) (if the Event of Default under clause (c)
or (e) is with respect to less than all series of Debt Securities then
outstanding) shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of the Debt Securities of all
affected series (treated as one class) then outstanding may then declare the
principal of all Debt Securities of all such affected series and interest
accrued thereon to be due and payable immediately; and (ii) if an Event of
Default described in the foregoing clauses (d), (c) or (e) (if the Event of
Default under clause (c) or (e) is with respect to all series of Debt Securities
then outstanding) shall have occurred and be continuing, either the Trustee or
the holders of not less than 25% in principal amount of all Debt Securities then
outstanding (treated as one class) may declare the principal of all Debt
Securities and interest accrued thereon to be due and payable immediately, but
upon certain conditions such declarations may be annulled and past defaults may
be waived (except a continuing default in payment of principal of or interest on
such Debt Securities) by the holders of a majority in principal amount of the
Debt Securities of all such affected series then outstanding. (Section 5.1)
Subject to certain limitations, the holders of a majority in principal
amount of the outstanding Debt Securities (treated as one class) may 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. (Section
5.9)
The Indenture provides that no holder of Debt Securities may institute any
action under the Indenture (except actions for payment of overdue principal or
interest) unless such holder previously shall have given to the Trustee written
notice of default and continuance thereof and unless the holders of not less
than 25% in principal amount of the Debt Securities of each affected series
(treated as one class) then outstanding shall have requested the Trustee to
institute such action and shall have offered the Trustee reasonable indemnity,
the Trustee shall not have instituted such action within 60 days of such request
and the Trustee shall not have received direction inconsistent with such written
request by the holders of a majority in principal amount of the Debt Securities
of each affected series (treated as one class). (Section 5.6)
The Indenture contains a covenant that the Company will file annually with
the Trustee a certificate of no default or a certificate specifying any default
that exists. (Section 3.5)
DEFEASANCE
The Indenture provides that, with respect to each series of Debt Securities,
unless the terms of such series of Debt Securities provide otherwise, the
Company shall be discharged from its obligations under the Debt Securities of
such series if the Company irrevocably deposits with the Trustee in trust (i)
cash, or (ii) in the case of any series of Debt Securities the payments on which
may only be made in Dollars (as defined), U.S. Government Obligations (as
defined), maturing as to principal and interest at such times and in such
amounts as will insure the availability of cash or (iii) any combination
thereof, sufficient, in the opinion of a nationally recognized firm of
independent accountants to pay when due the principal and interest on all Debt
Securities of such series and any mandatory sinking fund payments provided that
certain other conditions are met. These conditions include the delivery to the
Trustee of an opinion of counsel to the effect that the Holders of the Debt
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to Federal income tax on the same amount and in the same manner and at
the same times as would have been the case if such deposit, defeasance and
discharge had not occurred. Upon such discharge, the provisions of the Indenture
with respect to the Debt Securities of such series shall no longer be in effect
except for certain rights, including registration of transfer and exchange of
Debt Securities of such series and substitution of mutilated, defaced,
destroyed, lost or stolen Debt Securities. (Section 10.1)
11
<PAGE>
The Company will be released from its obligations with respect to the
covenants relating to the limitation on liens and sale and lease-back
transactions and the restriction on consolidations, mergers and sale of assets
with respect to the Debt Securities on and after the date the conditions set
forth below are satisfied ("covenant defeasance"). Covenant defeasance means
that, with respect to the outstanding Debt Securities of any series, the Company
may omit to comply with and will have no liability in respect of any term,
condition or limitation with respect to such provisions of the Indenture and
such omission to comply shall not constitute an Event of Default, but the other
terms of the Indenture and such Debt Securities shall be unaffected thereby. The
following are the conditions to covenant defeasance: (a) the Company has
irrevocably deposited or caused to be deposited with the Trustee in trust (i)
cash, or (ii) in the case of any series of Debt Securities the payments on which
may only be made in Dollars, U.S. Government Obligations maturing as to
principal and interest at such times and in such amounts as will insure the
availability of cash or (iii) a combination thereof, sufficient, in the opinion
of a nationally recognized firm of independent public accountants to pay when
due (A) the principal and interest on all Debt Securities of such series and (B)
any mandatory sinking fund payments; (b) no Event or Default or event which with
notice or lapse of time or both would become an Event of Default with respect to
the Debt Securities shall have occurred and be continuing on the date of such
deposit; and (c) certain other customary conditions. (Section 10.1)
MODIFICATION OF THE INDENTURE
The Indenture provides that the Company and the Trustee may enter into
supplemental indentures without the consent of the holders of Debt Securities
to: (a) secure any Debt Securities, (b) evidence the assumption by a successor
corporation of the obligations of the Company, (c) add covenants for the
protection of the holders of Debt Securities, (d) cure any ambiguity or correct
any inconsistency in the Indenture, (e) establish the forms or terms of Debt
Securities of any series and (f) evidence the acceptance of appointment by a
successor trustee. (Section 8.1)
The Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
principal amount of Debt Securities of each series then outstanding and
affected, to add any provisions to, or change in any manner or eliminate any of
the provisions of, the Indenture or modify in any manner the rights of the
holders of the Debt Securities of each series so affected; provided that the
Company and the Trustee may not, without the consent of the holder of each
outstanding Debt Security affected thereby, (a) extend the final maturity of the
principal of any Debt Security or reduce the principal amount thereof or reduce
the rate or extend the time of payment of interest thereon or reduce any amount
payable on the redemption thereof or change the currency in which the principal
thereof (including any amount in respect of original issue discount) or interest
thereon is payable or reduce the amount of any original issue discount security
payable upon acceleration or provable in bankruptcy or alter certain provisions
of the Indenture relating to Debt Securities not denominated in U.S. dollars or
impair the right to institute suit for the enforcement of any payment on any
Debt Security when due, (b) reduce the aforesaid percentage in principal amount
of Debt Securities of any series, the consent of the holders of which is
required for any such modification or (c) modify any of the foregoing provisions
except to increase the aforesaid percentage or to provide that other provisions
of the Indenture may not be amended or waived without the consent of the holder
of each outstanding Debt Security affected thereby. (Section 8.2)
THE TRUSTEE
The Trustee, Chemical Bank, is the administrative agent under the Credit
Facilities, and a lending bank for $290 million thereunder. In addition, the
Trustee performs various other services for the Company, including acting as a
placement agent (through its affiliate Chemical Securities Inc.) with respect to
a portion of the Notes and as the issuance and paying agent with respect to all
such Notes, and as registrar and transfer agent of the Company's Common Stock.
In connection with the Acquisition, the Trustee acted as depositary for the
Offer and is the paying agent with respect to the Merger.
12
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby in four ways:
(i) directly to purchasers, (ii) through agents, (iii) through underwriters and
(iv) through dealers.
Offers to purchase Debt Securities may be solicited by agents designated by
the Company from time to time. Any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act, involved in the offer
or sale of the Debt Securities in respect of which this Prospectus is delivered
will be named, and any commissions payable by the Company to such agent set
forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis for
the period of its appointment and the Company will enter into a distribution
agreement with such agents. Agents may be entitled under agreements which may be
entered into with the Company to indemnification by the Company against certain
civil liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for the Company in
the ordinary course of business.
If any underwriters are utilized in the sale, the Company will enter into an
underwriting agreement with such underwriters at the time of sale to them and
the names of the underwriters and the terms of the transaction will be set forth
in the Prospectus Supplement, which will be used by the underwriters to make
resales of the Debt Securities in respect of which this Prospectus is delivered
to the public. The underwriters may be entitled, under the relevant underwriting
agreement, to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, and may be customers of, engage
in transactions with or perform services for the Company in the ordinary course
of business.
If a dealer is utilized in the sale of the Debt Securities in respect of
which this Prospectus is delivered, the Company will sell such Debt Securities
to the dealer, as principal. The dealer may then resell such Debt Securities to
the public at varying prices to be determined by such dealer at the time of
resale. Dealers may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for the Company in
the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters and/or dealers to solicit offers by certain purchasers to
purchase Offered Debt Securities from the Company at the public offering price
set forth in the Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such
contracts will be subject only to those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission payable
for solicitation of such offers.
LEGAL MATTERS
Louis L. Hoynes, Jr., Senior Vice President and General Counsel of the
Company, is passing upon the legality of the Debt Securities. On behalf of
dealers, underwriters and/or agents, Willkie Farr & Gallagher is passing upon
certain legal matters in connection with the offering of the Debt Securities.
Willkie Farr & Gallagher has in the past represented and continues to represent
the Company in a variety of matters. Mr. Hoynes is the beneficial owner of 348
shares of the Company's common stock and holds options to acquire 95,000 shares
which are exercisable within 60 days. In addition, Mr. Hoynes is a participant
in various compensation plans of the Company, including the Management Incentive
Plan, that provide for the issuance of equity securities of the Company.
EXPERTS
The consolidated financial statements of the Company at December 31, 1993
and 1992 and for each of the three years in the period ended December 31, 1993,
appearing in its Annual Report on Form 10-K for the fiscal year ended December
31, 1993 and incorporated in this Prospectus by reference,
13
<PAGE>
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto and incorporated by reference
herein. The financial statements referred to above are included in reliance upon
the report of said firm and upon the authority of said firm as experts in
auditing and accounting.
The consolidated financial statements of Cyanamid and its subsidiaries as of
December 31, 1993 and 1992, and for each of the years in the three-year period
ended December 31, 1993, incorporated by reference in the Company's Report on
Form 8-K dated December 6, 1994, are incorporated by reference herein and in the
Registration Statement, in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
The report of KPMG Peat Marwick LLP covering the December 31, 1993 financial
statements refers to the adoption of the provisions of Statements of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions", and No. 109, "Accounting for Income Taxes", effective
January 1, 1993.
14
<PAGE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTA- AMERICAN HOME PRODUCTS
TIONS OTHER THAN THOSE CONTAINED IN THE PRO-
SPECTUS SUPPLEMENT OR THE PROSPECTUS AND, CORPORATION
IF GIVEN OR MADE, SUCH INFORMATION OR REPRE-
SENTATIONS MUST NOT BE RELIED UPON AS HAV-
ING BEEN AUTHORIZED. THIS PROSPECTUS SUP-
PLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATIO $500,000,000
OF AN OFFER TO BUY ANY SECURITIES OTHER THAN % NOTES DUE FEBRUARY , 2000
THE SECURITIES DESCRIBED IN THIS PROSPECTUS $500,000,000
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITA % NOTES DUE FEBRUARY , 2005
TION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICI-
TATION IS UNLAWFUL. NEITHER THE DELIVERY OF
THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
NOR ANY SALE MADE HEREUNDER OR THEREUN-
DER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE -------------------
THE DATE HEREOF OR THAT THE INFORMATION CON-
TAINED HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE OF SUCH
INFORMATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
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The Company.......................... S-2
Recent Developments.................. S-2
Use of Proceeds...................... S-3
Selected Pro Forma Consolidated
Financial Information................ S-4
Selected Consolidated Financial
Information.......................... S-5 GOLDMAN, SACHS & CO.
Capitalization....................... S-6
Business............................. S-6 BEAR, STEARNS & CO. INC.
Description of Notes................. S-10
Underwriting......................... S-11 MERRILL LYNCH & CO.
PROSPECTUS J.P. MORGAN SECURITIES INC.
Available Information................ 2
Incorporation of Documents MORGAN STANLEY & CO.
by Reference....................... 3 INCORPORATED
The Company.......................... 4
Ratio of Earnings to Fixed Charges... 5
Use of Proceeds...................... 5
Description of Debt Securities....... 6
Plan of Distribution................. 13
Legal Matters........................ 13
Experts.............................. 13
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