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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1996 Commission File Number 1-1225
AMERICAN HOME PRODUCTS CORPORATION
----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-2526821
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Five Giralda Farms, Madison, N.J. 07940
--------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 660-5000
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
------ ------
The number of shares of Common Stock outstanding as of the close of
business on April 30, 1996:
Number of
Class Shares Outstanding
-------------------------------- ------------------
Common Stock, $.33-1/3 par value 632,689,958 *
* Reflects two-for-one stock split
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<PAGE>
AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
INDEX
Page No.
--------
Part I - Financial Information 2
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets -
March 31, 1996 and December 31, 1995 3
Consolidated Condensed Statements of Income -
Three Months Ended March 31, 1996 and 1995 4
Consolidated Condensed Statements of Retained
Earnings and Additional Paid-in Capital -
Three Months Ended March 31, 1996 and 1995 5
Consolidated Condensed Statements of Cash Flows -
Three Months Ended March 31, 1996 and 1995 6
Notes to Consolidated Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-13
Part II - Other Information 14
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 14-15
Signature 16
Exhibit Index Ex-1
-1-
<PAGE>
Part I - Financial Information
------------------------------
AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
The consolidated condensed financial statements included herein
have been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations; however, the Company
believes that the disclosures are adequate to make the
information presented not misleading. In the opinion of
management, the financial statements include all adjustments
necessary to present fairly the financial position of the Company
as of March 31, 1996 and December 31, 1995, the results of its
operations, its cash flows and the changes in retained earnings
and additional paid-in capital for the three months ended March
31, 1996 and 1995. It is suggested that these financial
statements and management's discussion and analysis of financial
condition and results of operations be read in conjunction with
the financial statements and the notes thereto included in the
Company's latest Annual Report on Form 10-K.
-2-
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands Except Per Share Amounts)
March 31 Dec. 31
1996 1995
----------- -----------
ASSETS
Cash and cash equivalents................... $ 1,743,003 $ 1,802,397
Marketable securities....................... 219,137 217,672
Accounts receivable less allowances......... 3,041,147 2,613,439
Inventories:
Finished goods......................... 939,372 1,142,174
Work in progress....................... 617,738 567,437
Materials and supplies............. 748,982 592,342
----------- -----------
2,306,092 2,301,953
Other current assets........................ 1,202,512 1,050,676
----------- -----------
Total Current Assets................... 8,511,891 7,986,137
Property, plant and equipment............... 6,183,053 6,045,746
Less accumulated depreciation.......... 2,167,406 2,085,411
----------- -----------
4,015,647 3,960,335
Goodwill and other intangibles, net of
accumulated amortization............... 8,483,220 8,649,985
Other assets................................ 725,145 766,466
----------- -----------
$21,735,903 $21,362,923
=========== ===========
LIABILITIES
Loans payable to banks...................... $ 77,979 $ 72,217
Trade accounts payable...................... 954,890 980,114
Accrued expenses............................ 3,073,348 3,150,758
Accrued federal and foreign taxes........... 488,237 353,159
----------- -----------
Total Current Liabilities.............. 4,594,454 4,556,248
Long-term debt.............................. 7,751,941 7,808,757
Accrued postretirement benefit
obligation............................. 731,349 732,063
Other noncurrent liabilities................ 2,443,613 2,415,620
Minority interests.......................... 315,916 307,237
STOCKHOLDERS' EQUITY
$2 convertible preferred stock,
par value $2.50 per share.............. 84 85
Common stock, par value $.33-1/3 per share.. 105,258 104,567
Additional paid-in capital.................. 1,645,256 1,515,154
Retained earnings........................... 4,218,138 3,980,665
Currency translation adjustments............ (70,106) (57,473)
----------- -----------
Total Stockholders' Equity............. 5,898,630 5,542,998
----------- -----------
$21,735,903 $21,362,923
=========== ===========
The accompanying notes are an integral part of these balance sheets.
-3-
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In Thousands Except Per Share Amounts)
Three Months Ended March 31,
1996 1995
---------- ----------
Net sales............................... $3,646,814 $3,491,029
---------- ----------
Cost of goods sold...................... 1,205,954 1,245,028
Selling, general and administrative
expenses.............................. 1,329,247 1,245,286
Research and development expenses....... 338,312 320,188
Interest expense, net................... 118,573 141,072
Other income, net....................... (26,201) (27,344)
Gain on sale of oral health care business - (959,845)
---------- ----------
Income before federal and foreign taxes. 680,929 1,526,644
Provision for taxes..................... 191,566 504,024
---------- ----------
Net income.............................. $ 489,363 $1,022,620
========== ==========
Net income per share of common stock.... $ .78 $ 1.67
========== ==========
Dividends per share of common stock..... $ .385 $ 0.375
========== ==========
Average number of common shares and
common share equivalents of preferred
stock outstanding during the period
used in the computation of net income
per share............................. 630,374 613,628
The accompanying notes are an integral part of these statements.
-4-
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF RETAINED EARNINGS
AND ADDITIONAL PAID-IN CAPITAL
(In Thousands)
Three Months Ended March 31,
RETAINED EARNINGS 1996 1995
---------- ----------
Balance, beginning of period $3,980,665 $3,226,100
Add: Net income 489,363 1,022,620
---------- ----------
4,470,028 4,248,720
---------- ----------
Less: Cash dividends declared 242,565 229,829
Cost of treasury stock acquired,
less amounts charged to capital 5,301 1,200
---------- ----------
247,866 231,029
---------- ----------
Change in unrealized gain (loss) on
marketable securities (4,024) 5,223
---------- ----------
Balance, end of period $4,218,138 $4,022,914
========== ==========
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of period $1,515,154 $1,020,658
Add: Excess over par value of common
stock issued 130,733 75,645
Less: Cost of treasury stock acquired,
less amounts charged to retained
earnings 631 148
---------- ----------
Balance, end of period $1,645,256 $1,096,155
========== ==========
The accompanying notes are an integral part of these statements.
-5-
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands)
Three Months Ended March 31,
1996 1995
---------- ----------
Operating Activities
- --------------------
Net income................................... $ 489,363 $1,022,620
Adjustments to reconcile net income to net
cash provided from operating activities:
Gains on sales of businesses............... (22,144) (959,845)
Depreciation and amortization.............. 166,139 169,588
Deferred income taxes...................... (40,810) (27,202)
Changes in working capital, net............ (371,013) (480,634)
Other items, net........................... 8,511 276,995
---------- ----------
Net cash provided from operating activities.. 230,046 1,522
---------- ----------
Investing Activities
- --------------------
Purchases of property, plant and equipment... (171,710) (163,049)
Proceeds from sales of businesses............ 52,969 1,033,559
Proceeds from (purchases of) marketable
securities, net............................. (5,485) 2,968
Proceeds from sales of other assets.......... 10,879 58,200
---------- ----------
Net cash provided from/(used for) investing
activities................................. (113,347) 931,678
---------- ----------
Financing Activities
- --------------------
Net repayments of debt....................... (51,054) (1,371,090)
Dividends paid............................... (242,565) (229,829)
Purchases of treasury stock.................. (5,953) (1,356)
Exercise of stock options.................... 124,261 69,480
Other items, net............................. - (58,502)
---------- ----------
Net cash used for financing activities....... (175,311) (1,591,297)
---------- ----------
Effects of exchange rates on cash balances... (782) 8,765
---------- ----------
Decrease in cash and cash equivalents........ (59,394) (649,332)
Cash and cash equivalents, beginning
of period.................................. 1,802,397 1,696,204
---------- ----------
Cash and cash equivalents, end of period..... $1,743,003 $1,046,872
========== ==========
The accompanying notes are an integral part of these statements.
Supplemental Information
- ------------------------
Interest payments $ 168,562 $ 204,548
Income tax payments (refunds), net (56,903) 249,516
-6-
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 1. Capital Stock
-------------
At the Company's April 23, 1996 Annual Meeting of
Stockholders, the stockholders approved an increase in
the number of authorized shares of common stock from
600,000,000 to 1,200,000,000 enabling the Company to
complete a two-for-one stock split in the form of a
100% stock dividend which was approved by the Company's
Board of Directors in January 1996. The record date
for stockholders entitled to receive the additional
shares was the close of business on April 24, 1996.
The par value of the common stock was maintained at the
pre-split amount of $.33 1/3 per share. All references
to common shares outstanding and per share amounts in
these consolidated condensed financial statements have
been adjusted to reflect the two-for-one stock split.
Note 2. Contingencies
-------------
The Company is involved in various legal proceedings,
including product liability and environmental matters
of a nature considered normal to its business. It is
the Company's policy to accrue for amounts related to
these legal matters if it is probable that a liability
has been incurred and an amount is reasonably
estimable.
In the opinion of the Company, although the outcome of
any legal proceedings cannot be predicted with
certainty, the ultimate liability of the Company in
connection with these proceedings will not have a
material adverse effect on the Company's financial
position but could be material to the results of
operations in any one accounting period.
Note 3. Reclassifications
-----------------
Certain reclassifications have been made to the 1995
consolidated condensed financial statements to conform
with the 1996 presentation.
-7-
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1996
Results of Operations
- ---------------------
Net sales for the 1996 first quarter increased 4% compared to the
1995 first quarter on an as-reported basis. The as-reported
results reflect higher sales of worldwide medical devices,
agricultural products and domestic food products. After
adjusting for the effects of businesses disposed of, discontinued
and acquired in 1996 and 1995, assuming all transactions occurred
as of January 1, 1995, net sales increased 6% for the 1996 first
quarter on a pro forma basis. The pro forma results reflect
higher sales of worldwide pharmaceuticals, agricultural products,
consumer health care and domestic food products.
The following table sets forth net sales results by major product
category and industry segment together with the percentage
changes in "As-Reported" and "Pro Forma" net sales from the prior
year:
Three Months
($ in Millions) Ended March 31, As-Reported Pro Forma
Net Sales to Customers 1996 1995 %Increase %Increase
- ---------------------- -------- -------- ---------- ---------
Health Care Products
Pharmaceuticals $1,962.1 $1,954.2 - 5%
Consumer Health Care 475.4 477.6 - 7%
Medical Devices 346.1 282.2 23% 2%
-------- -------- ---------- ---------
Total Health Care 2,783.6 2,714.0 3% 5%
-------- -------- ---------- ---------
Agricultural Products 635.9 584.9 9% 9%
Food Products 227.3 192.1 18% 18%
-------- -------- ---------- ---------
Consolidated Net Sales $3,646.8 $3,491.0 4% 6%
======== ======== ========== =========
The following sales variation explanations are presented on an
as-reported and pro forma basis:
U.S. pharmaceutical sales decreased 1% for the 1996 first
quarter due to lower sales of veterinary and infant
nutritional products as a result of the sale of the
medicated feed additives business in 1995 and the
discontinuance of the U.S. infant nutritional business in
1996, respectively. After adjusting for the effects of
businesses disposed of, discontinued and acquired in 1996
-8-
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1996
and 1995, U.S. pharmaceutical sales increased 2% for the
1996 first quarter due primarily to higher sales of
CORDARONE, ORUVAIL, ZIAC and PONDIMIN which were offset
partially by lower sales of PREMARIN products, oral
contraceptives and LODINE. The increase in U.S.
pharmaceutical sales for the 1996 first quarter was composed
of unit volume growth of 1% and price increases of 1%.
International pharmaceutical sales increased 3% for the 1996
first quarter. After adjusting for the effects of
businesses disposed of and acquired in 1995, international
pharmaceutical sales increased 8% for the 1996 first quarter
due primarily to higher sales of TAZOCIN, EFFEXOR, ATIVAN,
infant nutritionals, PREMARIN products and veterinary
products. Launches of several pharmaceuticals in additional
international markets, in particular EFFEXOR, contributed to
the international sales increase. The increase in
international pharmaceutical sales for the 1996 first
quarter consisted of unit volume growth of 6% and price
increases of 2%.
U.S. consumer health care sales increased 3% for the 1996
first quarter due primarily to introductory sales of ORUDIS
KT and higher sales of CENTRUM which were offset partially
by lower sales of ADVIL and ANACIN. The increase in U.S.
consumer health care sales for the 1996 first quarter
consisted of unit volume growth of 2% and price increases of
1%. International consumer health care sales decreased 8%
for the 1996 first quarter due to the sale of the South
American oral health care business in January 1995. After
adjusting for the effect of this sale in 1995, international
consumer health care sales increased 17% for the 1996 first
quarter due primarily to higher sales of vitamins,
cough/cold products and analgesics in European and Latin
American markets. The increase in international consumer
health care sales for the 1996 first quarter consisted of
unit volume growth of 14% and price increases of 5% which
were offset partially by unfavorable foreign exchange of 2%.
Worldwide medical device sales increased 23% for the 1996
first quarter due primarily to the Storz ophthalmic products
business which was reported as "held for sale" in 1995.
When the sales of this continuing business are included in
1995, and after adjusting for the effect of a business
disposed of in 1996, worldwide medical device sales
-9-
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1996
increased 2% for the 1996 first quarter. The increase in
worldwide medical device sales for the 1996 first quarter
consisted entirely of unit volume growth.
U.S. agricultural products sales increased 8% for the 1996
first quarter due primarily to higher sales of PURSUIT
herbicide and COUNTER insecticide which were offset
partially by lower sales of other herbicides. Higher sales
were due, in part, to greater participation in the Company's
pre-season purchase incentive programs. The increase in
U.S. agricultural products sales for the 1996 first quarter
consisted of unit volume growth of 6% and price increases of
2%. Due to the seasonality of the U.S. agricultural
products business, which is concentrated primarily in the
first six months of the year, U.S. agricultural products
sales and results of operations for the 1996 first quarter
may not be indicative of the results to be expected in
subsequent fiscal quarters or for the full year.
International agricultural products sales increased 10% for
the 1996 first quarter due primarily to higher sales of
STOMP herbicide (marketed as PROWL in the U.S.), CARAMBA
fungicide, FASTAC insecticide and other fungicides. The
increase in international agricultural products sales for
the 1996 first quarter consisted of unit volume growth of
7%, price increases of 2% and favorable foreign exchange of
1%.
Food products sales increased 18% for the 1996 first quarter
due principally to higher sales of CHEF BOYARDEE canned
pasta, PAM and regional specialty products. The 1996 sales
increase was due to increased marketing activity in 1996 and
lower 1995 first quarter sales resulting from high levels of
customer inventories. The increase in food products sales
for the 1996 first quarter consisted entirely of unit volume
growth.
Cost of goods sold, as a percentage of net sales, decreased to
33.1% in the first quarter of 1996 versus 35.7% in the first
quarter of 1995 due primarily to a combination of favorable
pharmaceutical and agricultural products sales mix, and cost
savings. Cost savings resulted from the restructuring and
consolidation of various manufacturing and quality control
functions in the pharmaceutical and consumer health care
businesses related to the American Cyanamid Company (ACY)
-10-
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1996
acquisition and the Company's previously announced Organizational
Effectiveness and Supply Chain programs.
Selling, general and administrative expenses, as a percentage of
net sales, increased to 36.4% in the first quarter of 1996
compared to 35.7% in the first quarter of 1995. ACY acquisition-
related synergies were more than offset by increased marketing
expenses related to product introductions and disease management
programs.
Interest expense, net decreased in the 1996 first quarter
compared to last year due primarily to the reduction in long-term
debt related to the ACY acquisition during 1995. Average long-
term debt outstanding during the 1996 and 1995 first quarter was
$7,780.3 million and $9,290.3 million, respectively.
Income before taxes decreased in the 1996 first quarter compared
to the 1995 first quarter due to the pre-tax gain of $959.8
million on the sale of the South American oral health care
business in the 1995 first quarter. Excluding this gain from
1995 results, income before taxes increased 20% in the 1996 first
quarter.
Net income and net income per share for the 1996 first quarter
decreased compared to last year due to the after-tax gain of
$623.9 million or $1.02 per share on the sale of the South
American oral health care business in the 1995 first quarter.
Excluding this gain from 1995 results, net income and net income
per share for the 1996 first quarter increased 23% and 20%,
respectively.
The following table sets forth income before taxes by industry
segment on an as-reported basis:
Three Months
($ in Millions) Ended March 31,
Income Before Taxes 1996 1995(1)
- ------------------- ------- -------
Health Care Products (2) $ 661.3 $ 584.4
Agricultural Products 146.8 117.9
Food Products 23.0 11.6
Corporate (2) (150.2) (147.1)
------- -------
Consolidated Income Before Taxes (2) $ 680.9 $ 566.8
======= =======
-11-
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1996
(1) Certain reclassifications have been made to the 1995 presentation
to conform with the 1996 presentation including the allocation of
ACY goodwill amortization to the appropriate industry segments.
(2) 1995 consolidated income before taxes above excludes the gain on
the sale of the South American oral health care business of
$959.8 identified as follows: Health Care Products - $814.9 and
Corporate - $144.9.
Competition
- -----------
The Company is not dependant on any one patent-protected product
or line of products for a substantial portion of its sales or
results of operations. However, PREMARIN, the Company's
conjugated estrogens product, which has not had patent protection
for many years, does contribute significantly to sales and
results of operations. PREMARIN is not currently subject to
generic competition in the United States. A U.S. Food and Drug
Administration (FDA) advisory committee meeting was held in July
1995 to discuss relative differences in safety and efficacy among
estrogen products and to advise the FDA on the activity of
various estrogenic components in PREMARIN relative to the FDA's
review of applications for generic conjugated estrogens. The FDA
advisory committee concluded that there is insufficient data to
assess whether or not any individual component or combination of
components of PREMARIN, other than estrone and equilin, must be
present to achieve clinical efficacy and safety. The Company
cannot predict the timing or outcome of the FDA's action on
currently pending applications for generic conjugated estrogen
products. While the introduction of generic competition
ordinarily is expected to significantly impact the market for a
brand name product, the extent of such impact on PREMARIN and
related products cannot be predicted with certainty due to a
number of factors, including the nature of the product and the
introduction of new combination estrogen and progestin products
in the PREMARIN family.
Liquidity, Financial Condition and Capital Resources
- ----------------------------------------------------
Cash and cash equivalents decreased $59 million in the 1996 first
quarter to $1,743 million. Cash flows from operating activities
of $230 million, proceeds from the exercise of stock options of
$124 million and proceeds from sales of businesses of $53 million
were used principally for dividend payments of $243 million,
-12-
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1996
capital expenditures of $172 million and long-term debt reduction
of $51 million. Due to the seasonality of the U.S. agricultural
products business, a significant portion of the annual U.S.
agricultural products sales are recorded in the first six months
of the year; however, a majority of the related accounts
receivable are not collected until the second and third quarters.
As a result, cash flows from operating activities in the first
quarter of 1996 are not indicative of the results to be expected
in subsequent quarters or for the full year.
The Company is in the process of exploring the possible sale of
its foods business. When the review of offers from all potential
buyers is complete, management will make a decision as to whether
the foods business should be disposed of or retained.
Capital expenditures included the expansion of the Company's
research and development facilities and continued strategic
investments in manufacturing/distribution/administrative
facilities worldwide.
-13-
<PAGE>
Part II - Other Information
---------------------------
Item 1. Legal Proceedings
-----------------
The Company and its subsidiaries are parties to
numerous lawsuits and claims arising out of the conduct
of its business, the most significant of which are
described in the Company's Annual Report on Form 10-K
for the year ended December 31, 1995.
In the brand name prescription drug litigation, the
court in the federal actions that have been coordinated
and consolidated for pretrial purposes under the
caption In re Brand Name Prescription Drug Antitrust
--------------------------------------------
Litigation (MDL 997 N.D. Ill.) denied approval for a
----------
settlement between certain defendants, including the
Company and the Consolidated Class Action plaintiffs.
The court also denied defendants' motion for summary
judgement. Subsequently, the Company and certain other
defendants agreed to an amendment of the settlement
agreement with the Consolidated Class Action
plaintiffs. The amendment contains certain provisions
regarding the consideration of requests for discounts
by retailers. The amendment, which was preliminarily
approved by the court, remains subject to final court
approval after notice to the class.
In the opinion of the Company, although the outcome of
any litigation cannot be predicted with certainty, the
ultimate liability of the Company in connection with
pending litigation will not have a material adverse
effect on the Company's financial position but could be
material to the results of operations in any one
accounting period.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits
--------
Exhibit No. Description
---------- -----------
(3.1) The Registrant's Restated
Certificate of Incorporation, as
amended to date, is incorporated
herein by reference to Exhibit 3.1
of the Registrant's Form
10/Amendment dated April 30, 1996.
(3.2) The Registrant's By-Laws as
amended to date.
-14-
<PAGE>
Part II - Other Information (Cont'd)
------------------------------------
a) Exhibits (cont'd)
-----------------
Exhibit No. Description
----------- -----------
(11) Computation of Per Share Earnings.
(27) Financial Data Schedule.
b) Reports on Form 8-K
-------------------
The Company did not file any reports on Form 8-K
during the quarter covered by this report.
-15-
<PAGE>
Signature
---------
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
AMERICAN HOME PRODUCTS CORPORATION
----------------------------------
Registrant
By /s/ Paul J. Jones
-----------------------------
Paul J. Jones
Vice President and Comptroller
(Duly Authorized Signatory
and Chief Accounting Officer)
Date: May 14, 1996
-16-
<PAGE>
Exhibit Index
--------------
Exhibit No. Description
----------- -----------
(3.2) The Registrant's By-Laws as amended to date.
(11) Computation of Per Share Earnings.
(27) Financial Data Schedule.
Ex-1
Exhibit 3.2
*****************************************************************
BY-LAWS
OF
AMERICAN HOME PRODUCTS CORPORATION
AS AMENDED THROUGH APRIL 23, 1996
*****************************************************************
<PAGE>
CONTENTS
--------
STOCKHOLDERS MEETINGS
1. Annual Meeting 1
2. Special Meetings 1
3. Notice 1
4. Place 2
5. Quorum 2
6. Voting; Proxies 2
BOARD OF DIRECTORS
7. Powers; Number; Election; Term; Vacancies 3
8. Regular Meetings 5
9. Special Meetings 5
10. Quorum; Voting 5
11. Compensation 5
12. Residual Powers of Board 6
EXECUTIVE COMMITTEE
13. Appointment 6
14. Duties and Powers 6
15. Meetings 7
16. Quorum; Voting 7
17. Minutes 7
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<PAGE>
FINANCE COMMITTEE
18. Appointment 7
19. Duties and Powers 8
20. Meetings 8
21. Quorum; Voting 8
22. Minutes 8
AUDIT COMMITTEE
23. Appointment 8
24. Duties and Powers 9
25. Meeting 9
26. Quorum; Voting 9
27. Minutes 9
OTHER COMMITTEES
28. Appointment 10
29. Organization and Operation 10
OFFICERS
30. Principal Officers 10
31. Other Officers 11
32. Salaries 11
33. Term of Office; Removal 11
34. Vacancies 11
35. Chairman 11
-ii-
<PAGE>
36. Vice Chairman 12
37. President 12
38. Executive Vice Presidents 12
39. Senior Vice Presidents 13
40. Vice Presidents 13
41. Principal Financial Officer 13
42. Secretary 14
43. Treasurer 14
44. Comptroller 14
45. Delegation of Officer's Duties by Board 15
46. Delegation of Officer's Duties by Officer 15
47. INDEMNIFICATION OF DIRECTORS,
OFFICERS AND EMPLOYEES 15
AUTHORITY TO ACT AND SIGN
48. Instrument Execution 18
49. Bank Accounts 18
50. Voting of Stock in Other Corporations 18
51. Sale and Transfer of Securities 19
STOCK
52. Certificates 19
53. Transfer 20
54. Transfer Agent and Registrar 20
55. Record Date 20
-iii-
<PAGE>
56. Registered Stockholders 21
57. Lost Certificates 21
MISCELLANEOUS
58. Notices 21
59. Fiscal Year 22
60. Offices 22
61. Seal 22
62. Amendments 22
-iv-
<PAGE>
BY-LAWS
of
AMERICAN HOME PRODUCTS CORPORATION
* * * * * * * * * * * * * * * * * * * * *
STOCKHOLDERS MEETINGS
1. Annual Meeting. An annual meeting of stockholders for
election of directors and transaction of other business properly
before the meeting shall be held on the fourth Wednesday of April
in each year, or on such other date and at such time as the Board
of Directors may designate.
2. Special Meetings. Except as provided in paragraph VII (g)
(v) of Article FOURTH of the Certificate of Incorporation
respecting rights of holders of Preferred Stock to call meetings
of such holders in certain dividend default situations, special
meetings of stockholders, unless otherwise provided by law, may
be called by the Chairman or Vice Chairman of the Board of
Directors or the President or by the Secretary on the written
request of a majority of all the directors, such request to state
the purpose of the proposed meeting, which meeting shall
thereupon be called by the Secretary. Business at special
meetings shall be confined to the matters stated in the notice.
3. Notice. Written notice of each meeting of stockholders
shall be mailed, not less than ten days prior to the meeting, to
each stockholder entitled to vote at such address as appears on
the stock books of the corporation. The notice shall specify the
time and place of the meeting and, as to special meetings, the
matter or matters to be acted upon at such meeting.
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4. Place. Meetings of stockholders shall be held at the office
of the corporation in Wilmington, Delaware, or at such other
place, within or without the State of Delaware, as the Board of
Directors may designate.
5. Quorum. Except as provided in paragraph VII (g) (v) of
Article FOURTH of the Certificate of Incorporation respecting
meetings of stockholders during certain dividend default
situations, at which meetings holders of Preferred Stock have
special voting rights, the holders of a majority of the
outstanding stock having voting power, present in person or by
proxy, shall constitute a quorum at all meetings of stockholders
for the transaction of business unless otherwise provided by law.
Except as provided in such paragraph VII (g) (v) of Article
FOURTH of the Certificate of Incorporation, if a quorum shall not
be present at any meeting of stockholders, the stockholders
entitled to vote, present in person or by proxy, may adjourn the
meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present; and at such
adjourned meeting at which a quorum shall be present any business
may be transacted which might have been transacted at the meeting
originally called.
6. Voting; Proxies. At each meeting of stockholders every
stockholder entitled to vote may vote in person or by proxy
appointed by an instrument in writing subscribed by such
stockholder or his duly appointed attorney-in-fact. Except as
provided in paragraphs VII (g) (i) and VII (g) (v) of Article
FOURTH of the Certificate of Incorporation respecting holders of
Preferred Stock voting in certain situations, each
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holder of Common Stock shall have one vote and each holder of
Preferred Stock shall have eighteen (18) votes on each matter
submitted to a vote at a meeting of stockholders for each share
of, respectively, Common and Preferred Stock having voting power,
registered in his name on the stock books of the corporation.
The vote for directors and, upon the demand of any stockholder,
the vote upon any other matter before the meeting, shall be by
ballot. Elections shall be decided by a plurality of the votes
cast and other matters shall be decided by a majority of the
votes cast on such matters.
BOARD OF DIRECTORS
7. Powers; Number; Election; Term; Vacancies. The property and
business of the corporation shall be managed by its Board of
Directors, which shall be not less than eight nor more than
fifteen in number as determined from time to time by the Board,
except as provided in paragraph VII (g) (ii) of Article FOURTH of
the Certificate of Incorporation respecting additional directors
in certain dividend default situations. Directors shall be
elected at the annual meeting of stockholders and each director
shall continue in office until his successor shall be elected or
until his earlier removal or resignation.
Except as provided in paragraph VII (g) (ii) of Article
FOURTH of the Certificate of Incorporation respecting additional
directors in certain dividend default situations, nominations for
the election of directors may be made by the Board of Directors
or a committee appointed by the Board of Directors or by any
stockholder entitled to vote in the election of directors
generally. However, any stockholder entitled to vote in the
election of directors generally may nominate one or more persons
for election as directors only
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if written notice of such stockholder's intent to make such
nomination or nominations has been given, either by personal
delivery or by United States Mail, postage prepaid, to the
Secretary of the corporation not later than (i) with respect to
an election to be held at an annual meeting of stockholders,
ninety days prior to the anniversary date of the immediately
preceding annual meeting, and (ii) with respect to an election to
be held at a special meeting of stockholders for the election of
directors, the close of business on the tenth day following the
date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the name and
address of the stockholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation
that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of
all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are
to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to
the proxy rules of the Securities and Exchange Commission; and
(e) the consent of each nominee to serve as a director of the
corporation if so elected. The presiding officer of the
meeting may refuse to acknowledge the nomination of any person
not made in compliance with the foregoing procedure.
Except as provided in Paragraph VII (g) (v) of Article
FOURTH of the Certificate of Incorporation respecting the
additional directors in certain dividend default situations,
vacancies in the membership of the Board, whether or not
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caused by an increase in the number of directors, will be filled
solely by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the
Board of Directors. Any director elected in accordance with the
preceding sentence shall hold office only until the next
succeeding annual meeting of stockholders.
8. Regular Meetings. Regular meetings of the Board may be held
without notice at such time and place as the Board shall from
time to time determine.
9. Special Meetings. Special Meetings of the Board may be
called by direction of the Chairman, the Vice Chairman, the
President or two directors on two days notice to each director
specifying the time and place of meeting.
10. Quorum; Voting. At all meetings of the Board a majority of
all the directors then in office, or if the number of directors
is then an even number, one-half such number shall constitute a
quorum for the transaction of business and the act of a majority
of the directors present at any meeting at which there is a
quorum shall be the act of the Board unless otherwise provided by
law, the Certificate of Incorporation or these by-laws.
11. Compensation. Directors shall be paid such fees for their
services as directors and for attending meetings of the Board and
committees appointed thereby as shall be determined from time to
time by the Board. The Board may also provide for compensation
to a director for expenses he may incur in attending such
meetings. Nothing herein shall be construed
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to preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
12. Residual Powers of Board. In addition to the powers
conferred by these by-laws upon the Board, the Board may exercise
all such powers of the corporation and do all such lawful acts
and things as are not by law, the Certificate of Incorporation or
these by-laws directed or required to be exercised or done by the
stockholders. Nothing contained in these by-laws shall restrict
the Board or any committee thereof from taking any action in any
manner permitted by law, including unanimous written consent and
conference communication by means of telephone or similar
communications equipment by which all persons participating in
the meeting can hear each other, and participation in a meeting
pursuant to this by-law shall constitute presence in person at
such meeting.
EXECUTIVE COMMITTEE
13. Appointment. The Board may by vote of a majority of all the
directors appoint three or more members to constitute an
Executive Committee which shall serve at the pleasure of the
Board. Vacancies in the membership of the Executive Committee
shall be filled by the Board by vote of a majority of all the
directors.
14. Duties and Powers. During the intervals between meetings of
the Board, the Executive Committee shall perform all the duties
and exercise all the powers of the Board in the management of the
property and business of the corporation
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except such duties and powers as are by law, the Certificate of
Incorporation or these by-laws directed or required to be
performed or exercised specifically by the Board as such or by
any proportion thereof.
The Chairman of the Executive Committee shall assist the
Chairman of the Board, shall perform such of the duties and
exercise such of the powers of the Chairman as the latter may
delegate to him and shall, in the absence or disability of the
President, perform the duties and exercise the powers of the
President. He shall perform such other duties and exercise such
other powers as the Board or the Chairman shall from time to time
prescribe.
15. Meetings. The Executive Committee may meet at stated times
without notice, or on two days notice to all by one of its
members.
16. Quorum; Voting. A majority of the Executive Committee
shall constitute a quorum for the transaction of business and the
act of a majority of those present at any meeting at which there
is a quorum shall be the act of the Committee.
17. Minutes. The Executive Committee shall keep regular minutes
of its proceedings and report its actions to the Board when it so
requests.
FINANCE COMMITTEE
18. Appointment. The Board may appoint three or more directors,
officers or employees of the corporation or its subsidiaries
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to constitute a Finance Committee which shall serve at the
pleasure of the Board. Vacancies in the membership of the
Finance Committee shall be filled by the Board.
19. Duties and Powers. The Finance Committee shall supervise
the financial affairs, budgets and procedures of the corporation
and its subsidiaries and shall fix the salaries of officers and
employees of the corporation and its subsidiaries, except such
thereof as may be fixed by the Board or any other committee
appointed by it for such purpose.
20. Meetings. The Finance Committee may meet at stated times
without notice, or on notice to all by the Chairman or Vice-
Chairman of the Board, the President, an Executive Vice-
President or a Senior Vice-President.
21. Quorum; Voting. A majority of the Finance Committee shall
constitute a quorum for the transaction of business and the act
of a majority of those present at any meeting at which there is a
quorum shall be the act of the Committee.
22. Minutes. The Finance Committee shall keep regular minutes
of its proceedings and make copies thereof available to the Board
at its meetings.
AUDIT COMMITTEE
23. Appointment. The Board shall appoint three or more
directors of the Corporation, none of whom is presently employed
by the Corporation or any of its subsidiaries, to constitute an
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Audit Committee, which shall serve at the pleasure of the
Board. Vacancies in the membership of the Audit Committee shall
be filled by the Board.
24. Duties and Powers. The Audit Committee shall recommend a
firm of independent public accountants to be engaged as the
principal auditor for each year's annual audit on behalf of the
Corporation subject to the approval of the Board of Directors and
ratification by the stockholders. The Audit Committee shall
discuss with the auditors the scope and results of the audit and
shall report to the Board of Directors thereon. The Audit
Committee shall undertake such other financial reviews as the
Board deems appropriate.
25. Meeting. The Audit Committee may meet at stated times
without notice, or on notice to all by the Chairman or Vice
Chairman of the Board, the President, an Executive Vice-
President or a Senior Vice-President, or by one of the members of
the Audit Committee.
26. Quorum; Voting. A majority of the Audit Committee shall
constitute a quorum for the transaction of business and the act
of a majority of those present at any meeting at which there is a
quorum shall be the act of the Committee.
27. Minutes. The Audit Committee shall keep regular minutes of
its proceedings and make copies thereof available to the Board at
its meetings.
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OTHER COMMITTEES
28. Appointment. The Board may from time to time appoint
further standing or special committees of directors, officers or
employees of the corporation or its subsidiaries to serve at the
pleasure of the Board and confer upon such committees such powers
and duties as the Board may deem expedient within the limits
permitted by law.
29. Organization and Operation. Unless otherwise provided in
the resolutions appointing any such committee and determining its
powers and duties, the committee may establish procedures for
calling and conducting meetings, provided that no less than a
majority of its members shall constitute a quorum for the
transaction of business and the act of no less than a majority of
those present at a meeting at which there is a quorum shall be
the act of the committee, and the committee shall keep regular
minutes of its proceedings and report its actions to the Board
when it so requests.
OFFICERS
30. Principal Officers. The principal officers shall be
chosen annually by the Board and shall be a Chairman of the Board
of Directors, a President, one or more Vice Presidents, a
Secretary, a Treasurer and a Comptroller and, in the discretion
of the Board, a Vice Chairman of the Board of Directors, one or
more Executive Vice Presidents and one or more Senior Vice
Presidents. The Chairman or Vice Chairman and President may be
the same person; the Secretary and Treasurer may be the same
person and Executive Vice President, Senior Vice President or
Vice President may hold at the same time the office of Secretary,
Treasurer or
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Comptroller. The Chairman and Vice Chairman, if any, and the
President shall be chosen from the members of the Board; the
other principal officers need not be directors.
31. Other Officers. The Board may choose such other officers
and agents as it shall deem necessary, who shall hold their
offices for such terms and shall perform such duties and exercise
such powers as are delegated to them pursuant to these by-laws or
as the Board shall from time to time prescribe.
32. Salaries. The salaries of all principal officers shall be
fixed by the Board.
33. Term of Office; Removal. Each officer shall hold office
until his successor is chosen or until his earlier removal or
resignation. The Board may remove any officer or agent provided
that removal of a principal officer be by vote of a majority of
all the directors.
34. Vacancies. Vacancies in any office may be filled by the
Board.
35. Chairman. The Chairman of the Board of Directors shall
preside at all meetings of stockholders and of the Board. He
shall be ex-officio a member of all standing committees appointed
by the Board, shall be the chief executive officer of the
corporation, shall have all powers and perform all duties
incident to such chief executive office and, subject to the
direction of the Board, shall have general and active supervision
of the property and business of the corporation. He shall be the
officer through whom the Board delegates
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authority to corporate management and he shall be the medium of
communication to the Board of information as to the affairs of
the corporation and of all matters presented for the Board's
consideration. He shall be responsible to see that all orders
and resolutions of the Board are carried into effect by the
proper officers.
36. Vice Chairman. The Vice Chairman of the Board of Directors
shall assist the Chairman of the Board, shall perform such of the
duties and exercise such of the powers of the Chairman as the
latter may delegate to him and shall, in the absence or
disability of the Chairman, perform the duties and exercise the
powers of the Chairman. He shall perform such other duties and
exercise such other powers as the Board or the Chairman shall
from time to time prescribe.
37. President. The President shall assist the Chairman and Vice
Chairman of the Board, shall perform such of the duties and
exercise such of the powers of the Chairman as the latter may
delegate to him and shall, in the absence or disability of the
Vice Chairman, perform the duties and exercise the powers of the
Vice Chairman. He shall perform such other duties and exercise
such other powers as the Board, the Chairman or the Vice Chairman
shall from time to time prescribe.
38. Executive Vice Presidents. Each Executive Vice President
shall serve in a general executive capacity, more particularly as
general assistant to the President. In the absence or disability
of the President, and in the event the Chairman of the Executive
Committee is absent or disabled, an
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Executive Vice President shall, in the order of seniority in that
office, perform the duties and exercise the powers of the
President. Executive Vice Presidents shall perform such other
duties and exercise such other powers as the Board, the Chairman,
the Vice Chairman or the President shall from time to time
prescribe.
39. Senior Vice Presidents. Each Senior Vice President shall
serve in a general executive capacity, more particularly as
general assistant to the President or to one or more Executive
Vice Presidents. In the absence or disability of the President,
and in the event the Chairman of the Executive Committee and all
Executive Vice Presidents are absent or disabled, a Senior Vice
President shall, in the order of seniority in that office,
perform the duties and exercise the powers of the President.
Senior Vice Presidents shall perform such other duties and
exercise such other powers as the Board, the Chairman, the Vice
Chairman or the President shall from time to time prescribe.
40. Vice Presidents. In the absence or disability of the
Executive Vice Presidents and Senior Vice Presidents, a Vice
President shall, in the order of seniority in that office,
perform the duties and exercise the powers of the Executive Vice
Presidents and Senior Vice Presidents. Vice Presidents shall
perform such other duties and exercise such other powers as the
Board, the Chairman, the Vice Chairman or the President shall
from time to time prescribe.
41. Principal Financial Officer. The Board may designate an
Executive Vice President, a Senior Vice President, a Vice
President or the Treasurer as the Principal Financial Officer of
the corporation.
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42. Secretary. The Secretary shall attend all meetings of
stockholders and of the Board and shall record the minutes of all
proceedings of such meetings in books to be kept for that
purpose, and shall perform like duties for the standing
committees appointed by the Board unless the Board directs
otherwise. He shall have custody of the seal of the corporation
and shall affix it or cause it to be affixed to all instruments
requiring it. He shall give or cause to be given the notice
required of all meetings of stockholders and of the Board. He
shall perform such other duties and exercise such other powers as
the Board, the Chairman, the Vice Chairman or the President shall
from time to time prescribe.
43. Treasurer. The Treasurer shall have general charge of and
responsibility for the corporate funds and securities. He shall
deposit or cause to be deposited in the name of the corporation
all moneys and other valuable effects of the corporation in such
depositories as may be designated in accordance with these
by-laws. He shall disburse the funds of the corporation as
directed by the Board or by any other principal officer, taking
proper vouchers for such disbursements. He shall advise upon all
terms of credit granted by the corporation. He shall render to
the Board, when the Board so requests, an accounting of all his
transactions as Treasurer and of the financial condition of the
corporation. He shall perform such other duties and exercise
such other powers as the Board, the Chairman, the Vice Chairman
or the President shall from time to time prescribe.
44. Comptroller. The Comptroller shall have general supervision
of the accounting practices of the corporation and its
subsidiaries and the preparation of statements and other
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reports respecting financial aspects of the corporation's or its
subsidiaries' operations. He shall establish, through
appropriate channels, recording and reporting procedures and
standards pertaining to such matters. He shall be responsible
for collection of all corporation accounts. He shall perform
such other duties and exercise such other powers as the Board,
the Chairman, the Vice Chairman or the President shall from time
to time prescribe.
45. Delegation of Officer's Duties by Board. In the absence or
disability of any principal officer, or for any other reason that
the Board may deem sufficient, the Board may by vote of a
majority of all the directors delegate any or all of the powers
or duties of such officer to any other officer.
46. Delegation of Officer's Duties by Officer. Any principal
officer may delegate portions of his powers and duties to any
assistant officer chosen by the Board and acting under the
principal officer's supervision.
INDEMNIFICATION OF
DIRECTORS, OFFICERS AND EMPLOYEES
47. Each person (and heirs and legal representatives of such
person) who serves or has served as a director, officer or
employee of the corporation or of any other corporation or entity
when requested by this corporation, and of which this corporation
is or was a stockholder, a creditor or otherwise interested,
shall be indemnified by this corporation against all liability
and reasonable expense, including but not limited to counsel fees
and disbursements and amounts of
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judgments, fines or penalties, incurred by or imposed upon him in
connection with any claim, action, suit or proceeding, actual or
threatened, whether civil, criminal, administrative or
investigative, and appeals in which he may become involved as a
party or otherwise by reason of acts or omissions in his capacity
as and while a director, officer or employee of this corporation
or such other corporation or entity, provided that such person is
wholly successful with respect thereto and unless the Board in
its absolute discretion shall determine that such person did not
meet the standard of conduct required herein.
The term "wholly successful" shall mean termination of any
claim, action, suit or proceeding against such person without any
finding of liability or guilt against him and without any
settlement by payment, promise or undertaking by or for such
person or the expiration of a reasonable period of time after the
making of any claim or threat without action, suit or proceeding
having been brought and without any settlement by payment,
promise, or undertaking by or for such person.
The standard of conduct required shall be that such person
acted in good faith for a purpose which he reasonably believed to
be in or not opposed to the best interests of the corporation,
and, in addition, in any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.
Should indemnification be requested hereunder in respect to
any claim, action, suit or other proceeding where the person
seeking indemnification has not been wholly successful, such
indemnification may be made only upon the prior determination by
a resolution of a majority of those members of the Board who are
not involved in the claim, action, suit or other proceeding, that
such person met the standards of conduct required herein, or, in
the discretion
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of the Board, upon the prior determination by non-employee legal
counsel, in written opinion, that such person has met such
standards, and where a settlement is involved, that the amount
thereof is reasonable.
Indemnification under this by-law shall not include any
amount payable by such person to the corporation or entity in
satisfaction of any judgment or settlement, or any amount payable
on account of profits realized by him in the purchase or sale of
securities of the corporation, and shall be reduced by the amount
of any other indemnification or reimbursement of such liability
and expense to such person.
The termination of any claim, action, suit or other
proceeding, by judgment, order, settlement (whether with or
without court approval) or conviction or upon a plea of guilty or
of nolo contendere, or its equivalent, shall not of itself create
a presumption that such person did not meet the standard of
conduct required herein.
Expenses incurred which are subject to indemnification
hereunder may be advanced by the corporation prior to final
disposition of the claim, action, suit or other proceeding upon
receipt of an undertaking acceptable to the corporation by or on
behalf of the recipient to repay such amount unless it shall
ultimately be determined that he is entitled to indemnification.
The right of indemnification herein provided shall be in
addition to other rights to which those to be indemnified may
otherwise be entitled by agreement, vote of stockholders,
operation of law or otherwise, and shall be available whether or
not the claim asserted against such person is based upon matters
which antedate the adoption of this by-law. If any word, clause
or provision of this by-law or any indemnification made hereunder
shall for any reason be
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determined to be invalid, the provisions hereof shall not
otherwise be affected thereby but shall remain in full force and
effect.
AUTHORITY TO ACT AND SIGN
48. Instrument Execution. Unless otherwise provided by law or
by the Board, all instruments to be executed on behalf of the
corporation, whether or not requiring the seal of the
corporation, may be executed by the Chairman, the Vice Chairman,
the President, any Executive Vice President, any Senior Vice
President or any Vice President and attested by the Secretary or
an Assistant Secretary.
49. Bank Accounts. Unless otherwise provided by the Board, any
two of the following officers: the Chairman, the Vice Chairman,
the President, any Executive Vice President, any Senior Vice
President, any Vice President and the Treasurer, may from time to
time (1) open and maintain in the name of the corporation, and
terminate, general and special bank accounts for the funds of the
corporation with such banks, trust companies or other
depositories as they may designate and (2) designate, and revoke
the designation of, the officers or employees of the corporation
who may sign, manually or by facsimile, checks, drafts or orders
on such bank accounts. Any such action, designation or
revocation shall be by written instrument, signed by the officers
taking the action or making or revoking the designation and filed
with the bank, trust company or other depository.
50. Voting of Stock in Other Corporations. Unless otherwise
directed by the Board, Chairman, the Vice Chairman, the
President, any Executive Vice President, any Senior Vice
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President, the Treasurer or the Secretary may, on behalf of the
corporation, attend, act and vote at any meeting of stockholders
of any corporation in which this corporation may hold stock and
at any such meeting shall possess and may exercise all rights of
this corporation incident to ownership of such stock or may give
a proxy or proxies in the name of this corporation to any other
person or persons who may vote such stock and exercise any and
all other rights in regard to it as are here accorded to the
officers mentioned.
51. Sale and Transfer of Securities. Unless otherwise directed
by the Board, any two of the following officers: the Chairman,
the Vice Chairman, the President, any Executive Vice President,
any Senior Vice President and the Treasurer may, on behalf of the
corporation, transfer, convert, endorse, sell, assign, set over
and deliver, or take action appropriate to the encumbrance by the
corporation of any bonds, shares of stock, warrants or other
securities owned by or standing in the name of the corporation,
and may execute and deliver in the name of the corporation all
written instruments necessary or proper to implement the
authority herein contained.
STOCK
52. Certificates. The shares of stock of the corporation shall
be represented by certificates of stock, in such form as the
Board shall from time to time prescribe, which shall be numbered
and shall be entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and number of
shares, shall be signed manually or by facsimile by the Chairman,
the Vice Chairman or the President and by the Treasurer or the
Secretary and shall bear by impression or facsimile the seal of
the corporation.
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53. Transfer. Transfer of stock shall be made on the books of
the corporation only upon surrender of the certificate therefor,
endorsed by the person named in the certificate or accompanied by
proper written evidence of succession, assignment or authority to
transfer such stock.
54. Transfer Agent and Registrar. The Board may appoint one or
more Transfer Agents to record transfers of shares of stock and
to keep the stock certificate books, transfer books and stock
ledgers of the corporation. The Board may also appoint one or
more Registrars to register certificates of stock. The Board may
require all certificates of stock to bear the signatures of
either or both a Transfer Agent and a Registrar. Where any such
certificate is manually signed by the Registrar, the signature of
any Transfer Agent may be facsimile engraved or printed.
55. Record Date. The Board may fix in advance a date, not less
than ten nor more than sixty days preceding the date of any
meeting of stockholders or the date for the payment of any
dividend or the date for the allotment of rights or the date when
any change, conversion or exchange of stock shall go into effect
or the date in connection with obtaining consent of stockholders
or any class thereof for any purpose, as a record date for the
determination of stockholders entitled to notice of and to vote
at any such meeting or to receive payment of any such dividend or
to receive any allotment of rights or to exercise the rights or
to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any
such record date fixed as aforesaid. The Board may direct
that the stock books
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of the corporation be closed against transfers during such
period.
56. Registered Stockholders. The corporation shall be entitled
to treat the holder of record of any share of stock as the holder
in fact thereof and accordingly shall not be bound to recognize
any equitable or other claim to or interest in such share on the
part of any other person, whether or not it shall have express or
other notice thereof, except as provided by law.
57. Lost Certificates. The Board may direct a new certificate
of stock to be issued in place of any certificate theretofore
issued and claimed to have been lost, stolen or destroyed,
provided that any person claiming a certificate to be lost,
stolen or destroyed shall make an affidavit of ownership and of
the facts of such loss, theft or destruction and, if the Board so
requires, shall advertise the same, and provided further that the
Board may require the owner of the certificate claimed to be
lost, stolen or destroyed, or his legal representative, to
deliver to the corporation for itself, its officers Transfer
Agents and Registrars, a bond of indemnity in such amount or
unlimited in amount, upon such terms and secured by such surety
as the Board may require.
MISCELLANEOUS
58. Notices. Whenever under the provisions of these by-laws
notice is required to be given to any person other than in his
capacity as stockholder, it may be given by hand delivery, by
telegram or by mail. Whenever under the provisions of these
by-laws notice is required to be given to any stockholder, it may
be given by mail, by depositing the same in the post office or a
letter box, in a post-paid, sealed envelope, addressed to such
stockholder at such
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address as appears on the stock books of the corporation, and
such notice shall be deemed to be given at the time when the same
shall be thus mailed. Any person entitled to notice under any
provision of these by-laws may waive such notice.
59. Fiscal Year. The fiscal year of the corporation shall begin
the first day of January in each year.
60. Offices. The corporation may have an office in New York,
New York, and at such other places as the business of the
corporation may require.
61. Seal. The corporate seal shall have inscribed thereon the
name of the corporation and the words "Corporate Seal, Delaware."
62. Amendments. These by-laws may be altered or repealed and
new by-laws may be adopted at any meeting of stockholders by the
vote of the holders of a majority of the outstanding stock having
voting power, provided the notice of such meeting includes the
proposed alterations or repeal or the proposed new by-laws, or a
summary thereof, or the Board by vote of a majority of all the
directors.
-22-
Exhibit 11
----------
American Home Products Corporation and Subsidiaries
Computation of Per Share Earnings
(In thousands except per share amounts)
Quarter Ended
March 31,
1996
-------------
1. Net income ................................................... $489,363
2. Reported earnings per share:
a. Average number of shares outstanding during the quarter... 629,767
b. Shares issuable upon the conversion of preferred stock ... 607
--------
c. Shares for reported earnings per share calculation (2a+2b) 630,374
========
d. Reported earnings per share(1/2c)......................... $.78
========
3. Primary earnings per share:
a. Average number of shares outstanding during the quarter... 629,767
b. Shares issuable upon the conversion of preferred stock.... 607
c. Shares deemed outstanding from the assumed exercise of
stock options reduced by the number of shares purchased
with the proceeds (determined using average market price
during the quarter) ...................................... 11,848
d. Deferred contingent common stock awards .................. 678
--------
e. Shares for primary earnings per share calculation
(3a+3b+3c+3d) ............................................ 642,900
========
f. Primary earnings per share (1/3e) ........................ $.76
========
4. Fully diluted earnings per share:
a. Average number of shares outstanding during the quarter... 629,767
b. Shares issuable upon conversion of preferred stock ....... 607
c. Shares deemed outstanding from the assumed exercise
of stock options reduced by the number of shares
purchased with the proceeds (determined using market
price at end of quarter).................................. 13,401
d. Deferred contingent common stock awards .................. 678
--------
e. Shares for fully diluted earnings per share calculation
(4a+4b+4c+4d) ............................................ 644,453
========
f. Fully diluted earnings per share (1/4e) .................. $.76
========
<TABLE> <S> <C>
<ARTICLE> 5
Exhibit No. 27
--------------
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE AMERICAN HOME PRODUCTS CORPORATION
AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET AS
OF MARCH 31, 1996 AND CONSOLIDATED CONDENSED STATEMENT
OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1996, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,743,003
<SECURITIES> 219,137
<RECEIVABLES> 3,218,915
<ALLOWANCES> 177,768
<INVENTORY> 2,306,092
<CURRENT-ASSETS> 8,511,891
<PP&E> 6,183,053
<DEPRECIATION> 2,167,406
<TOTAL-ASSETS> 21,735,903
<CURRENT-LIABILITIES> 4,594,454
<BONDS> 7,751,941
<COMMON> 105,258
0
84
<OTHER-SE> 5,793,288
<TOTAL-LIABILITY-AND-EQUITY> 21,735,903
<SALES> 3,646,814
<TOTAL-REVENUES> 3,646,814
<CGS> 1,205,954
<TOTAL-COSTS> 1,205,954
<OTHER-EXPENSES> 338,312
<LOSS-PROVISION> 67,619
<INTEREST-EXPENSE> 118,573
<INCOME-PRETAX> 680,929
<INCOME-TAX> 191,566
<INCOME-CONTINUING> 489,363
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 489,363
<EPS-PRIMARY> .76
<EPS-DILUTED> .76
</TABLE>
