SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 7, 2000 1-1225
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Date of Report (Date of Earliest Event (Commission File Number)
Reported)
AMERICAN HOME PRODUCTS CORPORATION
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(Exact name of the registrant as specified in its charter)
Delaware 13-2526821
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(State of incorporation or organization) (IRS Employer
Identification No.)
Five Giralda Farms, Madison, NJ 07940
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(Address of principal executive offices) (Zip Code)
(973) 660-5000
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
On February 7, 2000 American Home Products Corporation (the
"Company") and Warner-Lambert Company ("Warner-Lambert") terminated the
Agreement and Plan of Merger, dated as of November 3, 1999 ( the "Merger
Agreement"), among the Company, Wolverine Sub Corp., a wholly owned
subsidiary of the Company and Warner-Lambert. A press release announcing,
among other things, the termination of the Merger Agreement was issued by the
Company on February 7, 2000. The information contained in the press
release is incorporated herein by reference and is attached as
Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(c) Exhibits.
99.1 Press Release dated February 7, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, American Home Products Corporation has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ Paul J. Jones
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Vice President and Comptroller
(Duly Authorized Signatory and Chief
Accounting Officer)
Date: February 7, 2000
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EXHIBIT INDEX
Exhibit Number
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99.1 Press Release dated February 7, 2000
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American Home Products to Receive $1.8 Billion
Termination Fee
Is in the Process of Divesting
Cyanamid Agricultural Products Business
MADISON, N.J., Feb. 7, 2000 -- American Home Products Corporation
(NYSE: AHP) confirmed today that its merger agreement with Warner-Lambert
Company (NYSE: WLA) has been terminated in accordance with its terms. Under
the agreement, AHP is receiving a payment of $1.8 billion. In connection
with the termination, all litigation among AHP, Warner-Lambert and Pfizer Inc
(NYSE: PFE) has been discontinued and its option to purchase Warner-Lambert
shares has been rescinded.
John R. Stafford, Chairman, President and CEO of AHP stated: "While we
regret that we were not able to complete the transaction, we understand the
decision of the Warner-Lambert board to support the alternative transaction
and we saw no benefit to impeding their ability to use pooling-of-interests
accounting. The termination of our agreement brings to an immediate close
the distracting and acrimonious litigation among the companies and allows us
to focus on our growing health care business. AHP has one of the best
pipelines in the pharmaceutical industry and we look forward to continuing to
develop and market our outstanding new products and moving forward in what
promises to be an excellent year of growth for our Company in 2000."
Separately, AHP announced today that it is in the process of divesting the
Cyanamid Agricultural Products business. It is expected that the divestiture
will be completed by year-end. AHP's financial advisor in connection with
this divestiture is Morgan Stanley.
American Cyanamid Agricultural Products is a leading global developer and
marketer of crop protection products for agricultural, specialty and consumer
markets. Cyanamid markets herbicides, insecticides and fungicides in the
major agricultural markets around the world. It was the first to introduce
herbicide tolerant cropping systems, based on its imidazolinone chemistry.
American Cyanamid Agricultural Products is a subsidiary of American Home
Products Corporation.
American Home Products Corporation is one of the world's largest research-
based pharmaceutical and health care 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.
The statements in this press release that are not historical facts are
forward-looking statements that involve risks and uncertainties including the
uncertainty of completing the sale process and the other risks and
uncertainties detailed from time to time in AHP's periodic reports, including
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quarterly reports of Form 10-Q and the Annual Report of Form 10-K, filed with
the Securities and Exchange Commission. Actual results may differ from
forward-looking statements.
/CONTACT: Media: Lowell Weiner, 973-660-5013, or Investors: Thomas
Cavanagh, 973-660-5706, both of American Home Products
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