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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): December 16, 1999
AMERICAN HOME PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-1225 13-2526821
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
Five Giralda Farms, Madison, New Jersey 07940
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 973-660-5000
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Item 5. Other Events
On December 16, 1999, American Home Products Corporation
issued a press release the full text of which is filed as Exhibit 99.1 hereto
and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(99.1) Press Release, dated December 16, 1999
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Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ Gerald A. Jibilian
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Name: Gerald A. Jibilian
Title: Vice President
Dated: December 17, 1999
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EXHIBIT INDEX
(99.1) Press Release, dated December 16, 1999
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Exhibit 99.1
American Home Products Statement On Pfizer Consent
Solicitation Filing
Madison, N.J., December 16, 1999 - In response to Pfizer's announcement
earlier today that it has filed consent solicitation materials with the SEC
seeking removal and replacement of Warner Lambert's Board of Directors, American
Home Products Corporation (NYSE: AHP) issued the following statement:
"Warner-Lambert's Board, with nine independent directors out of 10, has
created more than $50 billion of value for Warner-Lambert's shareholders in the
last five years. Pfizer's outrageous and self-serving attempt to remove this
experienced and successful board and install their own hand-picked
representatives (who are being fully indemnified and supported by Pfizer) is
hardly in the best interests of Warner-Lambert shareholders. After six weeks of
posturing, Pfizer has still not made an offer to Warner-Lambert shareholders --
only a highly conditional proposal that cannot be completed on its terms.
As to Pfizer's arguments that the Warner-Lambert Board is blocking its
shareholders from a Pfizer "offer," nothing could be further from the truth.
Among other things, Warner-Lambert shareholders will have the opportunity to
vote "yes" or "no" on the AmericanWarner transaction. In addition, the
supposedly "egregious" termination fee and cross-option provisions in the
AmericanWarner merger agreement are customary in stock-for-stock mergers as we
believe the Delaware court will soon decide. A 2.5% termination fee is well
within the range sanctioned by the Delaware courts. Moreover, it should be
pointed out that four of Pfizer's own directors - in their capacity as directors
of other companies - have approved similar merger agreements containing cross
options or other merger-related options.
After many months of careful deliberation, Warner-Lambert's Board has
chosen to pursue a merger-of-equals with AHP to create AmericanWarner, a new
world leader in pharmaceuticals, consumer health products and biotechnology,
with the best pipeline in the industry and outstanding potential for long-term
growth and profitability. Based on AHP's promising growth prospects and the
spectacular fit with Warner-Lambert, we believe the AmericanWarner shares to be
received by Warner-Lambert shareholders in the merger will deserve a multiple at
or above the pharmaceutical industry average. Pfizer -- on the other hand and
thanks largely to Warner-Lambert's Lipitor -- has enjoyed the highest multiple
in the industry -- and many analysts believe it is likely to decline.
American Home Products remains committed to our powerful strategic
merger with Warner-Lambert, which we are convinced will create enormous near and
long-term value for the shareholders of both companies."
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American Home Products Corporation may be deemed to be a participant in
a solicitation in opposition to Pfizer's consent solicitation of
Warner-Lambert's shareholders.
American Home Products Corporation is one of the world's largest
research-based pharmaceutical and health care products companies. It is a leader
in the discovery, development, manufacturing and marketing of prescription drugs
and over-the-counter medications. It is also a global leader in vaccines,
biotechnology, agricultural products, and animal health care.
Statements made in this press release that state "we will," "we
expect," or otherwise state the companies' predictions for the future are
forward-looking statements. Actual results might differ materially from those
projected in the forward-looking statements. Additional information concerning
factors that could cause actual results to materially differ from those in the
forward-looking statements is contained in the Company's annual report on Form
10-K for the year ended December 31, 1998 filed with the U.S. Securities and
Exchange Commission. For a copy of these filings, call the media contact listed
on this press release.
CONTACT: Media: Lowell B. Weiner (973) 660-5013. Investor: Thomas G.
Cavanagh (973) 660-5706.
