SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICAN HOME PRODUCTS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-2526821
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(State of incorporation or (IRS Employer
organization) Identification No.)
Five Giralda Farms, Madison, NJ 07940
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(Address of principal executive (Zip Code)
offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name on each exchange on which
to be so registered each class is to be so registered
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Series A Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
In connection with the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of November 3, 1999, among American Home Products
Corporation ("AHP"), Wolverine Sub Corp. and Warner-Lambert Company ("Warner-
Lambert"), AHP and ChaseMellon Shareholder Services, L.L.C (the "Rights
Agent") entered into an amendment to the Rights Agreement dated as of
November 3, 1999 (the "Amendment to Rights Agreement") amending the Rights
Agreement, dated as of October 13, 1999, between AHP and the Rights Agent
(the "Rights Agreement") in order to, among other things, amend (a) Section 1
of the Rights Agreement to provide that neither Warner-Lambert nor any of its
Affiliates or Associates (each, as defined in the Rights Agreement) will
become an Acquiring Person (as defined in the Rights Agreement) solely by
reason of the approval, execution, delivery or performance of the Merger
Agreement, the Company Stock Option Agreement (as defined in the Amendment to
Rights Agreement) or the consummation of the Merger (as defined in the
Amendment to Rights Agreement); (b) Section 1 of the Rights Agreement to
provide that the Shares Acquisition Date (as defined in the Rights Agreement)
shall not be deemed to have occurred solely as a result of the approval,
execution, delivery or performance of the Merger Agreement, the Company Stock
Option Agreement or the consummation of the Merger; (c) Section 3(a) of the
Rights Agreement to provide that a Distribution Date shall not be deemed to
have occurred solely as a result of the approval, execution, delivery or
performance of the Merger Agreement, the Company Stock Option Agreement or
the consummation of the Merger; and (d) Section 7(a) of the Rights Agreement
to insert "or (iv) the Effective Time of the Merger" after the existing
clause (iii).
A copy of the Amendment to Rights Agreement is attached hereto as
Exhibit 4.3 and is incorporated herein by reference. The foregoing
description of the Amendment to Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the Amendment to
Rights Agreement.
Item 2. Exhibits.
4.3 Amendment to Rights Agreement, dated as of November 3, 1999,
between American Home Products Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
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<PAGE>
Pursuant to the requirement of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: November 18, 1999
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ Gerald A. Jibilian
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Name: Gerald A. Jibilian
Title: Vice President
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<PAGE>
EXHIBIT LIST
4.3 Amendment to Rights Agreement, dated as of November 3, 1999, between
American Home Products Corporation and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent.
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of November 3, 1999 (this "Amendment"),
to the Rights Agreement, dated as of October 13, 1999, between AMERICAN HOME
PRODUCTS CORPORATION, a Delaware Corporation (the "Company"), and
CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a New Jersey limited liability
company, as Rights Agent (the "Rights Agent"), as amended (the "Rights
Agreement"). Capitalized terms used herein without definition shall have the
meanings given to them in the Rights Agreement.
WITNESSETH:
WHEREAS, the Board of Directors of the Company has authorized and
declared a dividend distribution of one Right for each Common Share
outstanding as of the close of business on October 18, 1999, each Right
representing the right to purchase one one-thousandth (subject to adjustment)
of a share of Preferred Stock, upon the terms and subject to the conditions
set forth in the Rights Agreement;
WHEREAS, the Rights remain issued and outstanding and the Rights
Agreement remains in effect with respect thereto;
WHEREAS, no Distribution Date, Redemption Date or Final Expiration
Date has occurred;
WHEREAS, the Company, Warner-Lambert Company ("Warner-Lambert"), a
Delaware corporation and Wolverine Sub Corp., a Delaware corporation ("Sub")
and direct wholly owned subsidiary of the Company have entered into an
Agreement and Plan of Merger, dated as of the date hereof, (the "Merger
Agreement"), providing for, among other things, a merger (the "Merger") of
Sub with and into Warner-Lambert.
WHEREAS, contemporaneously with the execution and delivery of the
Merger Agreement, (i) as a condition and inducement to the Company's
willingness to enter into the Merger Agreement and the Company Stock Option
Agreement referred to below, the Company and Warner-Lambert are entering into
a Stock Option Agreement dated as of the date hereof (the "Warner-Lambert
Stock Option Agreement") pursuant to which Warner-Lambert is granting to the
Company an option to purchase shares of Warner-Lambert common stock, par
value $1.00 per share (the "Warner-Lambert Stock Option Agreement") and
Warner-Lambert and the Company are entering into a Stock Option Agreement
dated as of the date hereof (the "Company Stock Option Agreement", and
together with the Warner-Lambert Stock Option Agreement, the "Stock Option
Agreements"), pursuant to which the Company is granting to Warner-Lambert an
option to purchase Common Shares;
<PAGE>
WHEREAS, the Company desires to amend the Rights Agreement to
provide that Warner-Lambert shall not be an Acquiring Person for purposes of
the Rights Agreement in connection with (i) the Merger of Sub with and into
Warner-Lambert in accordance with the terms of the Merger Agreement and (ii)
the purchase by Warner-Lambert of any Common Shares in accordance with the
terms of Company Stock Option Agreement.
WHEREAS, in accordance with Section 27 of the Rights Agreement, the
Company has certified to the Rights Agent that this Amendment is in
compliance with the Rights Agreement and has directed the appropriate
officers of the Company to take all appropriate steps to execute and deliver
this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Amendments to Rights Agreement. (a) Section 1 of the Rights
Agreement is hereby amended to add the following sentence at the end of the
definition of "Acquiring Person" thereof:
"Notwithstanding anything in this Agreement to the contrary,
neither Warner-Lambert nor any of its Affiliates or Associates shall be
deemed to be an Acquiring Person solely by reason of the approval,
execution, delivery or performance of the Merger Agreement, the Company
Stock Option Agreement or the consummation of the Merger."
(b) Section 1 of the Rights Agreement is hereby amended to add the
following sentence at the end of the definition of "Shares Acquisition Date"
thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Shares Acquisition Date shall not be deemed to have occurred solely as
the result of the approval, execution, delivery or performance of the
Merger Agreement, the Company Stock Option Agreement or the consummation
of the Merger."
(c) Section 1 of the Rights Agreement is amended to add the
following provisions at the end thereof:
"For purposes of this Agreement:
"Company Stock Option Agreement" shall mean the Stock Option
Agreement, dated as of November 3, 1999 by and between the Company,
as Issuer and Warner-Lambert, as Grantee, as amended from time to
time in accordance with its terms;
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<PAGE>
"Effective Time" shall have the meaning set forth in the
Merger Agreement;
"Merger" shall have the meaning assigned to such term in the
Merger Agreement;
"Merger Agreement" shall mean the Agreement and Plan of Merger
dated as of November 3, 1999 among, the Company, Wolverine Sub
Corp., a Delaware corporation and direct wholly owned subsidiary of
the Company and Warner-Lambert, as amended from time to time in
accordance with its terms;
"Warner-Lambert" shall mean Warner-Lambert Company, a Delaware
corporation;"
(d) Section 3(a) of the Rights Agreement is hereby amended to add
the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as the
result of the approval, execution, delivery or performance of the Merger
Agreement, the Company Stock Option Agreement or the consummation of the
Merger."
(e) Section 7(a) of the Rights Agreement is hereby amended by
deleting the word "or" immediately preceding clause (iii) and replacing such
word "," and by adding the following at the end of clause (iii): "or (iv) the
Effective Time of the Merger."
2. Effectiveness. This Amendment shall be deemed to be in force
and effect immediately prior to the execution and delivery of each of the
Merger Agreement and the Stock Option Agreements. Except as amended hereby,
the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
3. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.
4. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall together constitute but one
and the same instrument.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the day and year first above written.
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ John R. Stafford
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Name: John R. Stafford
Title: Chairman, President and
Chief Executive Officer
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
as Rights Agent
By: /s/ Marie Sandauer
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Name: Marie Sandauer
Title: Vice President
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