As filed with the Securities and Exchange Commission on April 23, 1999
File No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN HOME PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 13-2526821
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Five Giralda Farms, Madison, New Jersey 07940
(Address of Principal Executive Offices) (Zip Code)
AMERICAN HOME PRODUCTS CORPORATION
1999 STOCK INCENTIVE PLAN
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plans)
LOUIS L. HOYNES, JR.
Senior Vice President and General Counsel
American Home Products Corporation
Five Giralda Farms
Madison, New Jersey 07940
(973) 660-5000
(Name, address and telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Amount Offering Price per Aggregate Offering Registration
Title of Securities to be to be Registered Share (1) Price (1) Fee (1)
Registered
<S> <C> <C> <C> <C>
Common Stock, par value 65,250,000 $61.4375 $4,008,796,875 $1,114,446
$.33 1/3 per share
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low sales prices of such
securities on the New York Stock Exchange on April 19, 1999.
<PAGE>
-2-
Part I. INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information and Registrant Information and Employee Plan
Annual Information.
The information required by Part I is included in document (s) sent or
given to participants in the American Home Products Corporation (the
"Corporation") 1999 Stock Incentive Plan and participants in the Stock Option
Plan for Non-Employee Directors pursuant to Rule 428(b)(1).
<PAGE>
II-3
PART II. INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (File No. 1-1225) are incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) The description of Common Stock contained in the Corporation's
registration statement on Form 10/A, dated May 4, 1998, filed with the
Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the
"1934 Act").
All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c) 14, and 15(d) of the 1934 Act as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in the
Prospectus and to be a part thereof from the date of filing of such reports and
documents.
Any statement contained in a document incorporated or deemed incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated 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 registration statement.
Item 4. Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of the Corporation and subsidiary
companies as of December 31, 1998 and 1997 and for each of the years in the
three-year period ended December 31, 1998 incorporated by reference in this
registration statement, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated by reference in this registration statement in reliance upon the
authority of said firm as experts in giving said reports.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware Corporation Law and the Restated Certificate of
Incorporation of the Corporation contain provisions covering indemnification of
corporate directors and officers against certain liabilities and expenses
incurred as a result of proceedings under the Securities Act of 1933, as amended
(the "1933 Act") and the 1934 Act.
The Corporation provides indemnity insurance pursuant to which officers and
directors are indemnified or insured against liability and loss under certain
circumstances which may include liability or related loss under the 1933 Act and
the 1934 Act.
Item 7. Not Applicable.
Item 8. Exhibits
See Index to Exhibits on page II-6.
Item 9. Undertakings
A. Rule 415 Offering
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the 1933 Act.
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the 1934 Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Filing of Registration Statement on Form S-8
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.
<PAGE>
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Madison and State of New Jersey, on this 23rd day of
April, 1999.
AMERICAN HOME PRODUCTS CORPORATION
(Registrant)
By: /s/ John R. Stafford
(John R. Stafford
Chairman of the Board,
President and Chief
Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ John R. Stafford Chairman of the Board, April 23,
(John R. Stafford) President and Director - 1999
Principal Executive Officer
/s/ Robert G. Blount Senior Executive Vice President April 23,
(Robert G. Blount) and Director - Principal 1999
Financial Officer
/s/ Robert Essner Executive Vice President and April 23,
(Robert Essner) Director 1999
/s/ Paul J. Jones Vice President and Comptroller - April 23,
(Paul J. Jones) Principal Accounting Officer 1999
/s/ Clifford L. Alexander, Jr. Director April 23,
(Clifford L. Alexander, Jr.) 1999
/s/ Frank A. Bennack, Jr. Director April 23,
(Frank A. Bennack, Jr.) 1999
<PAGE>
/s/ John D. Feerick Director April 23,
(John D. Feerick) 1999
/s/ John P. Mascotte Director April 23,
(John P. Mascotte) 1999
/s/ Mary Lake Polan, M.D., Ph.D Director April 23,
(Mary Lake Polan, M.D., 1999
Ph.D)
/s/ Ivan G. Seidenberg Director April 23,
(Ivan G. Seidenberg) 1999
/s/ John R. Torell III Director April 23,
(John R. Torell III) 1999
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
4.1 Restated Certificate of Incorporation of the Corporation,
incorporated herein by reference to Exhibit No. 3.1 of the
Registrant's Form 10/A, dated May 4, 1998
4.2 By-laws of the Corporation, incorporated herein by reference to
Exhibit No. 3.2 of the Registrant's Form 10/A, dated May 4, 1998
10.1 1999 Stock Incentive Plan, incorporated herein by
reference to Appendix I of the Registrant's definitive
Proxy Statement filed
March 18, 1999
10.2 Stock Option Plan for Non-Employee Directors,
incorporated herein by reference to Exhibit 10.28 of
the Registrant's Form on 10-K,
dated March 29, 1999
23 The consent of Arthur Andersen LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
January 26, 1999 included in American Home Products Corporation's Form 10-K for
the year ended December 31, 1998 and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
April 22, 1999
