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): November 3, 1999
AMERICAN HOME PRODUCTS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-1225 13-2526821
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
Five Giralda Farms, Madison, New Jersey 07940
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(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.
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 was filed as Exhibit 4.3
to AHP's Form 8-A/A filed with the Securities and Exchange Commission on
November 18, 1999 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 7. Financial Statements and Exhibits
(c) Exhibits
(99.1) 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 (incorporated
by reference to Exhibit 4.3 to American Home Products
Corporation's 8-A/A filed on November 18, 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: November 18, 1999
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