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 19, 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 November 19, 1999, American Home Products Corporation ("AHP")
issued a press release announcing that the Delaware Chancery Court had
adopted the schedule proposed by Warner-Lambert Company ("Warner-Lambert")
and AHP and set a preliminary hearing for January 24, 2000 with respect to
Pfizer Inc.'s amended complaint challenging certain aspects of the Agreement
and Plan of Merger, dated as of November 3, 1999, among AHP, Wolverine Sub
Corp., a Delaware corporation and wholly owned subsidiary of AHP, and Warner-
Lambert. A copy of the press release 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 November 19, 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
--------------------------
Name: Gerald A. Jibilian
Title: Vice President
Dated: November 22, 1999
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<PAGE>
EXHIBIT INDEX
(99.1) Press Release, dated November 19, 1999
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AMERICAN HOME PRODUCTS CORPORATION
FIVE GIRALDA FARMS, MADISON, NEW JERSEY 07940, (973) 660-5000
EXECUTIVE OFFICES
FOR IMMEDIATE RELEASE
Media Contact: Investor Contact:
Lowell Weiner Thomas Cavanagh
(973) 660-5013 (973) 660-5706
AMERICAN HOME PRODUCTS STATES THAT DELAWARE COURT OF
CHANCERY SETS HEARING FOR JANUARY 24, 2000
Madison, N.J., November 19, 1999 -- American Home Products Corporation
(NYSE: AHP) today stated that the Delaware Chancery Court has adopted the
schedule proposed by Warner-Lambert and American Home Products and set a
preliminary hearing for January 24, 2000 with respect to Pfizer Inc's
amended complaint challenging certain aspects of the merger agreement between
Warner-Lambert and American Home Produces announced on November 4, 1999
American Home Products stated, "We look forward to presenting our case
in the Delaware Court of Chancery and are confident that our arguments will
prevail. We remain committed to our announced merger of equals transaction
which we believe is strategically and financially compelling for our
shareholders, and which will create enormous near and long-term value for the
shareholders of both companies."
American Home Products Corporation is one of the world's largest
research-based pharmaceutical and health care product 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
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leader in vaccines, biotechnology, agricultural products, and animal health
care. In 1999, its revenues are expected to approach $14 billion and the
company will invest $1.8 billion in research and development. It employs
52,000 people worldwide.
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 10K 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 contacts listed on this press release.
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