<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 1994
REGISTRATION NO. 33-
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
---------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
PFIZER INC.
(Exact name of registrant as specified in its charter)
Delaware 13-5315170
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
235 East 42nd Street
New York, New York 10017
(212) 573-2323
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Terence J. Gallagher, Esq.
235 East 42nd Street
New York, New York 10017
(212) 573-3273
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
--------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.10
per share..................... 2,000,000 shares $74.31 $148,620,000.00 $51,248.28
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) which is based on the average of the high and low
prices for Pfizer Inc. common stock for November 9, 1994, as reported on
the New York Stock Exchange Composite Tape.
</TABLE>
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<PAGE>
P R O S P E C T U S
PFIZER INC.
SHAREHOLDER INVESTMENT PROGRAM
-----------
This Prospectus relates to shares of common stock, par value $.10 per share
("Common Stock"), of Pfizer Inc., a Delaware corporation ("Pfizer"), to be
offered to Pfizer shareholders of record pursuant to the Pfizer Inc. Shareholder
Investment Program, formerly known as the Pfizer Inc. Dividend Reinvestment and
Stock Purchase Plan ("Program").
The Program offers Pfizer shareholders of record a simple and expense-free
way to purchase shares of Common Stock. Shareholders who participate in the
Program ("Participants") may have the cash dividends declared on all or part of
their Common Stock automatically reinvested by Pfizer in additional shares of
Common Stock. Participants may also make supplemental cash payments of $25 or
more (up to $10,000 per calendar month) for investment in additional shares of
Common Stock. All fees and expenses relating to the purchase of Common Stock
under the Program will be paid by Pfizer. All shares of Common Stock purchased
with dividends or cash deposits are evidenced by entries on Pfizer's books in a
Program Account (as hereinafter defined).
The price of shares of Common Stock purchased or sold under the Program will
be calculated differently depending upon whether the shares are purchased from
or sold to Pfizer or in open market transactions. The price of Common Stock
purchased from, or sold to, Pfizer will be the average of the high and the low
trading price of the Common Stock on the New York Stock Exchange ("NYSE") on the
relevant Investment Date (as hereinafter defined). The price of Common Stock
purchased or sold on the open market will be the average market price per share
paid or received by Pfizer for the total number of shares of Common Stock
purchased or sold for the Program on the relevant Investment Date.
This Prospectus relates to 2,000,000 shares of Common Stock registered for
sale by Pfizer. Participants should retain this Prospectus for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------
The date of this Prospectus is November 14, 1994
<PAGE>
PFIZER
Pfizer is a diversified, research-based health care company with global
operations. Pfizer discovers, develops, manufactures and sells
technology-intensive products in four business segments: Health Care, which
includes a broad range of prescription pharmaceuticals, orthopedic implants,
medical devices and surgical equipment; Consumer Health Care, which includes a
variety of nonprescription drugs and personal care products; Animal Health,
which includes animal health products and feed supplements; and Food Science,
which includes ingredients for the food and beverage industries. Additionally,
Pfizer's financial subsidiaries include a banking operation in Europe and a
small captive insurance operation. Pfizer's principal executive offices are
located at 235 East 42nd Street, New York, NY 10017 and its general telephone
number is (212) 573-2323.
AVAILABLE INFORMATION
Pfizer is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act") and in accordance therewith
files reports and other information statements with the Securities and Exchange
Commission ("SEC"). Reports, proxy statements and other information filed by
Pfizer with the SEC can be inspected and copied at the public reference
facilities of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549, and at the following Regional Offices of the SEC: New York Regional
Office, 7 World Trade Center, Suite 1300, New York, NY 10048; and Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago, IL 60661. Copies
of such material can also be obtained at prescribed rates from the Public
Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549. Such reports, proxy state-ments and other information
statements can also be inspected at the office of the New York Stock Exchange,
20 Broad Street, New York, NY 10005.
This Prospectus forms a part of a registration statement on Form S-3
(referred to herein, including all amendments and exhibits, as the "Registration
Statement") which Pfizer has filed under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the securities offered hereby. This
Prospectus does not contain all of the information otherwise set forth in the
Registration Statement. For further information, reference is made to the
Registration Statement and the exhibits filed as a part thereof. Statements
contained herein concerning any document filed as an exhibit are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement. Each such statement is
qualified in its entirety by such reference.
3
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The following documents are incorporated by reference into this Prospectus:
(1) Pfizer's Annual Report on Form 10-K for the latest fiscal year;
(2) All Quarterly Reports on Form 10-Q and/or Current Reports on Form 8-K
filed by Pfizer pursuant to Section 13 (a) or 15 (d) of the Exchange Act
since the end of such fiscal year; and
(3) The description of the Common Stock set forth in Pfizer's registration
statement filed under the Exchange Act, including all amendments and
reports updating such description.
All documents filed by Pfizer pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus and before the termination
of the offering made hereby shall be deemed to be incorporated herein by
reference and to be a part hereof from the date any such document is filed.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus and the Registration Statement of which it is a
part, or in any other registration statement of which it is a part, to the
extent that a statement contained herein or in any other subsequently filed
document which is also incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus or such Registration Statement.
Copies of any documents incorporated by reference in this Prospectus (other
than exhibits to such documents) may be obtained by any person to whom this
Prospectus is delivered without charge by contacting the Shareholder Services
Department, Pfizer Inc., 235 East 42nd Street, New York, NY 10017 (telephone
number 800-773-9393 or 212-573-3702).
4
<PAGE>
DEFINITION OF TERMS
For purposes of this Prospectus and the Program, the following capitalized
terms have the meanings indicated below:
BOOK-ENTRY
The Book-Entry portion of the Program Account consists of a Participant's
shares of Common Stock (and any fractional share) purchased under the Program
with dividends and cash deposits and any shares of Common Stock designated
for dividend reinvestment that are deposited by a Participant into a Program
Account, all of which are evidenced by electronic entry.
COMMON STOCK
Common Stock refers to Pfizer Inc. common stock, par value $.10 per share.
DIVIDEND CYCLE
The Dividend Cycle begins on the Dividend Record Date and ends on the
Investment Date immediately following the applicable Dividend Payment Date.
DIVIDEND PAYMENT DATE
This is the date, fixed by the Board of Directors of Pfizer, on which
dividends are paid on all shares of Common Stock owned by the Participant on
the Dividend Record Date.
DIVIDEND RECORD DATE
This is the date, fixed by the Board of Directors of Pfizer, on which its
books evidence that a shareholder owns Common Stock, thereby making the
Shareholder eligible to receive a declared dividend. Pfizer's historical
practice has been to pay dividends on its Common Stock on a quarterly basis.
The Board of Directors of the Company retains the right, however, to declare
dividends more or less frequently than quarterly.
INVESTMENT DATE
This is the last business day of each month. The Investment Date is the only
day of the month on which investments in, and sales and terminations from,
the Program take place.
PARTICIPANT
This is a Shareholder of Record who becomes a member of the Program.
PROGRAM
The Program is the Pfizer Inc. Shareholder Investment Program.
5
<PAGE>
PROGRAM ACCOUNT
The Program Account contains, as applicable to each Participant: (1)
designated shares of Common Stock (and any fractional share), including
shares of Common Stock purchased under the Program with dividends and cash
deposits, which are owned by a Participant and which are recorded on Pfizer's
books, and (2) shares of Common Stock that are held in certificate form
directly by a Participant that are specifically designated for dividend
reinvestment under the terms and conditions of the Program. No actual stock
certificates are held in a Program Account.
PROGRAM SHARES
Program Shares are the shares of Common Stock (and any fractional share) held
in a Participant's Program Account. These include shares of Common Stock
purchased under the Program with dividends and cash deposits and any shares
of Common Stock designated for dividend reinvestment, whether or not such
shares are deposited by a Participant into a Program Account as an electronic
entry. Program Shares do not include shares of Common Stock that are held
directly by a Shareholder of Record and which are not specifically designated
for dividend reinvestment.
SHAREHOLDER OF RECORD
This is the individual, joint owner or legal entity (such as a trust) who
holds stock certificates for Common Stock registered with the Company in his,
her, their or its own name. Shares of Common Stock held through a broker may
not be included in the Program.
6
<PAGE>
DESCRIPTION OF THE PROGRAM
HOW TO JOIN THE PROGRAM
Any Shareholder of Record may enroll in the Program by completing and
signing an authorization form. Pfizer's Shareholder Services Department will
furnish an authorization form to any Shareholder of Record upon request. The
authorization form will allow a Program Participant to choose between two
options: (1) full dividend reinvestment, which authorizes Pfizer to reinvest
dividends on all shares of Common Stock owned by the Participant; or (2) partial
dividend reinvestment, which authorizes Pfizer to reinvest dividends on a
portion of the shares of Common Stock owned by the Participant. If a Participant
chooses partial dividend reinvestment, the Participant must indicate on the
authorization form the number of shares of Common Stock that are to be included
in the Program. The authorization form must be received by Pfizer PRIOR to the
Dividend Record Date to permit Pfizer to reinvest the dividends in additional
Program Shares on the relevant Investment Date. If the authorization form is
received AFTER the Dividend Record Date, reinvestment of dividends will not
occur until after the following Dividend Record Date.
HOW THE PROGRAM WORKS AFTER YOU JOIN
Once an authorization form is received by Pfizer, reinvestment of a
Participant's dividends is automatic. In every period in which Pfizer's Board of
Directors has declared a dividend on a Participant's Program Shares, Pfizer will
reinvest those dividends (less any applicable taxes), on behalf of the
Participants, in additional Program Shares. The reinvestment of dividends will
occur on the Investment Date in the month in which the dividends are paid. The
newly purchased whole and fractional shares, if any, will be credited to the
Participant's Program Account. Dividends payable on shares of Common Stock that
are not designated for inclusion in the Program will be paid directly to the
Participant. If a Participant sells or transfers a portion of the Program
Shares, dividends on the remaining Program Shares will continue to be reinvested
in additional Program Shares for the Program Account.
In order to be entitled to dividends, a person must own the shares of Common
Stock in question as evidenced by Pfizer's books on the Dividend Record Date. In
order to receive dividends on shares of Common Stock purchased with cash
deposits (as more fully described below), therefore, the cash deposits must be
invested in Common Stock PRIOR to the Dividend Record Date in order to receive
dividend payments. If this does not occur (I.E., if the cash deposit is received
after the relevant Investment Date prior to the Record Date or if the subsequent
Investment Date occurs after the Record Date), then the shares of Common Stock
that are purchased with such cash deposits will NOT receive the dividend for
that period.
Similarly, if all or part of the Program Shares are sold prior to a Dividend
Record Date, then the Participant will not be entitled to receive dividends on
those Program Shares. If the Program Shares are sold after a Dividend Record
Date, however, then the Participant will be entitled to receive dividends on
those Program Shares.
7
<PAGE>
HOW THE PRICE OF COMMON STOCK IS DETERMINED
The price of shares of Common Stock purchased or sold under the Program will
be calculated differently depending upon whether the shares are purchased from
Pfizer or in open market transactions. The price of Common Stock purchased from,
or sold to, Pfizer will be the average of the high and the low trading price of
the Common Stock on the NYSE on the relevant Investment Date. The price of
Common Stock purchased or sold on the open market will be the average market
price per share paid or received by Pfizer for the total number of shares of
Common Stock purchased or sold for the Program on the relevant Investment Date.
The shares purchased under this Program by Pfizer may, at the discretion of
Pfizer, be purchased either from Pfizer or on the open market.
CASH DEPOSITS
Participants may increase the number of shares of Common Stock held in their
Program Accounts by making cash deposits in a minimum amount of $25 up to a
maximum amount of $10,000 in any single calendar month. THE CASH DEPOSIT FEATURE
OF THE PROGRAM IS AVAILABLE TO ALL PARTICIPANTS ONLY AFTER THEIR PROGRAM
ACCOUNTS COMPLETE THEIR INITIAL DIVIDEND CYCLE. Cash deposits must be sent to
Pfizer in check or money order form and must be made payable to "Pfizer Inc." In
addition, as discussed in the 'Program Account Statement' section below,
Participants should complete and return the top portion of their Program Account
Statement with their cash deposits. Third party checks or money orders (payable
to a name or names other than Pfizer Inc.) or foreign currency denominations
will NOT be accepted. Cash deposits will be invested in Common Stock on the
Investment Date as described below.
Cash deposits will be used by Pfizer to purchase shares of Common Stock.
These shares will, at the discretion of Pfizer, be purchased either from Pfizer
or on the open market, and the shares or any fractional share of Common Stock
will be credited to the Participant's Account. The price paid for shares of
Common Stock purchased with cash deposits will be subject to the same pricing
formula as shares purchased with reinvested dividends, as discussed above in the
Section entitled "How The Price of Common Stock is Determined." All fees and
expenses relating to the purchase or sale of Program Shares will be paid by
Pfizer.
Cash deposits must be received by Pfizer's Shareholder Services Department
by the next to last business day of a month in order to be included in that
month's investments. A DEPOSIT RECEIVED AFTER THE NEXT TO LAST BUSINESS DAY WILL
BE INVESTED ON THE INVESTMENT DATE OF THE FOLLOWING MONTH, PROVIDED THAT SUCH
PERIOD OF TIME BETWEEN THE RECEIPT OF THE CASH DEPOSIT AND ITS INVESTMENT IN NO
EVENT EXCEEDS THIRTY DAYS.
A Participant may request that Pfizer return any cash deposit the
Participant has sent to Pfizer provided such request is made in writing and is
received by Pfizer at least two days before the Investment Date. Any returned
cash deposit will not bear any interest.
NO INTEREST WILL BE PAID ON DIVIDENDS OR CASH DEPOSITS HELD PENDING
REINVESTMENT OR INVESTMENT BY PFIZER.
8
<PAGE>
CONVERSION OF PROGRAM SHARE CERTIFICATES TO ELECTRONIC ENTRY
After joining the Program, a Participant may send to Pfizer the stock
certificates designated for his or her Program Shares which Pfizer will convert
to an electronic entry in the Program Account. Only certificates designated for
a Participant's Program Shares are eligible for this feature of the Program.
Program Shares evidenced by electronic entry in the Program Account will be
transferred into the name of Pfizer or its nominee and credited to the
Book-Entry portion of the Participant's Program Account. This convenience
provides an expense-free way to protect stock certificates from loss, theft or
inadvertent destruction.
Certificates sent to Pfizer for conversion to electronic entry must be
accompanied by a letter signed by the Participant requesting that the shares be
deposited in the Program Account and recorded as an electronic entry whenever a
Participant wishes to use this feature of the Program. A Participant may, at any
time, request that new certificates be issued in the Participant's name for any
number of Program Shares previously converted to an electronic entry.
The electronic entry feature and the reissuance of certificates from the
Book-Entry portion of the Program Account are provided by Pfizer at no cost to
Program Participants.
SALE OF SHARES HELD IN PROGRAM ACCOUNT
At the written request of a Participant, Pfizer will sell any number of
shares of Common Stock held in the Book-Entry portion of the Participant's
Program Account at no cost to the Participant. The instructions to sell stock
must be received by Pfizer at least three business days before the Investment
Date in order for the stock to be sold in the month in which the request is
made. The method for determining the price of shares of Common Stock that are
sold is discussed above in the section called "How The Price of Common Stock Is
Determined."
CHARGES AND EXPENSES
All expenses relating (1) to the investment of dividends and cash deposits,
(2) the deposit of Common Stock certificates in the Program Account as evidenced
by an electronic entry, (3) the reissuance of stock certificates for shares of
Common Stock held in the Book-Entry portion of a Program Account and (4) the
sale of Program Shares from the Book-Entry portion of the Program Account will
be paid by Pfizer.
Participants also should note that their dividend payments will continue to
be taxable to them even though they are reinvested through the Program.
Participants who are citizens or residents of a country other than the United
States or its territories and possessions, should make certain that their
participation in the Program does not violate local laws governing such matters
as taxes, currency, stock registration, and foreign investment. Pfizer makes no
tax representations in connection with this Prospectus and suggests that
Participants consult with their tax advisors concerning such tax matters.
9
<PAGE>
PROGRAM ACCOUNT STATEMENT
Participants will receive a detailed statement of their Program Account
transactions on at least a quarterly basis. If a cash deposit is made by a
Participant for the purchase of shares of Common Stock, a Program Account
Statement will be sent to the Participant during the month following the
purchase. Investment of dividends, sales of Common Stock or the deposit of stock
certificates will be included in the quarterly Program Account Statement. The
Statements will show the total funds received in the Participant's Program
Account, the number of shares of Common Stock purchased or sold and the related
purchase or sale price and the total number of Program Shares. For the
convenience of Participants wishing to make a cash deposit, the top portion of
the Program Account Statement may be returned to Pfizer with the funds to be
invested.
SHAREHOLDER VOTING
A proxy form will be sent to each Participant in connection with Pfizer's
Annual Meeting and any Special Meeting of Shareholders. The proxy form will
enable the Participant to vote all of the Participant's whole shares of Common
Stock, including the shares held in the Participant's Program Account. (Please
note that fractional shares cannot be voted.) The shares of Common Stock will be
voted in accordance with the proxy form once it is returned by the Participant
to Pfizer. If the proxy form is signed and returned by the Participant and no
voting instructions are given with respect to any item therein, all shares of
Common Stock relating to the proxy form will be voted in accordance with the
recommendations of Pfizer's Board of Directors. This is the same procedure that
is followed for all Shareholders of Record who return signed proxy forms and do
not provide voting instructions.
TERMINATING A PROGRAM ACCOUNT
Participation in the Program may be terminated by sending a written
termination request to Pfizer. Terminations are effected each month on the
Investment Date. For convenience, a Participant may mark and return the top
section of his or her most recent Program Account Statement to Pfizer, or he or
she may send other written instructions to Pfizer. Termination notices received
by Pfizer less than three business days prior to the Investment Date will be
effected on the Investment Date of the following month.
Upon termination, stock certificates for all whole shares of Common Stock
held in the Book-Entry portion of the Program Account and a check for any
fractional share (calculated in the manner discussed above in the Section
entitled "How the Price of Common Stock is Determined") will be issued in the
Participant's name or, upon receipt of written instructions from the
Participant, all or part of the shares of Common Stock in the Book-Entry portion
of the Program Account will be sold and a check for the proceeds (including any
fractional share) will be sent to the Participant. The shares of Common Stock
sold in connection with terminating a Program Account will be priced as
discussed above in the section called "How the Price of Common Stock is
Determined."
10
<PAGE>
With respect to a termination effected on an Investment Date that occurs
between a Dividend Record Date and the corresponding Dividend Payment Date, the
certificate for whole Program Shares and the check for any fractional shares
(or, where applicable, for Program Shares sold) will be sent to a Participant
only AFTER the Dividend Cycle is completed.
Dividends payable on shares of Common Stock that are held by a former
Participant after terminating a Program Account will thereafter be sent directly
to the former Participant.
USE OF PROCEEDS
To the extent that Pfizer purchases shares of Common Stock for the Program
on the open market it will not receive any proceeds. If purchases of shares of
Common Stock for the Program are made directly from Pfizer, Pfizer intends to
add the proceeds from the sale of such shares, if any, to its general funds. The
precise number of shares that ultimately will be sold under the Program is not
yet known.
EXPERTS
The consolidated financial statements and schedules of Pfizer and subsidiary
companies as of December 31, 1993, 1992 and 1991 and for each of the years then
ended, incorporated by reference herein and elsewhere in the Registration
Statement, have been incorporated by reference herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. The report of KPMG
Peat Marwick LLP covering the December 31, 1993 consolidated financial
statements refers to the adoption of the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions" and
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," in 1992.
With respect to the unaudited interim financial information for the periods
ended April 3, 1994, April 4, 1993, July 3, 1994 and July 4, 1993, incorporated
by reference herein, the independent certified public accountants have reported
that they applied limited procedures in accordance with professional standards
for a review of such information. However, their separate reports included in
Pfizer's Quarterly Report on Form 10-Q for the quarters ended April 3, 1994 and
July 3, 1994 and incorporated by reference herein, state that they did not audit
and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
The accountants are not subject to the liability provisions of section 11 of the
Securities Act for their reports on the unaudited interim financial information
because those reports are not a "report" or a "part" of the Registration
Statement prepared or certified by the accountants within the meaning of
sections 7 and 11 of the Securities Act.
11
<PAGE>
LEGAL OPINION
The legality of the Common Stock offered hereby is being passed upon for
Pfizer by Terence J. Gallagher, Esq., Vice President Corporate Governance and
Assistant Secretary of Pfizer. Mr. Gallagher also beneficially owns certain
Pfizer securities, including shares of Common Stock and options to purchase
shares of Common Stock.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Article V, Section 1 of its By-laws, Pfizer shall indemnify its
directors and officers to the fullest extent permitted by applicable law
(discussed below) as it presently exists or may hereinafter be amended. Pfizer
is insured against actions taken pursuant to its By-laws and its directors and
officers are insured directly at Pfizer's expense against such liabilities for
which indemnification is not made. Pfizer has entered into agreements with its
directors and certain of its officers requiring Pfizer to indemnify such persons
to the fullest extent permitted by Pfizer's By-laws.
Section 145 of the General Corporation Law of Delaware permits a corporation
to indemnify any person who is or has been a director, officer, employee or
agent of the corporation or who is or has been serving as a director, officer,
employee or agent of another corporation, organization or enterprise at the
request of the corporation, against all liability and expenses (including, but
not limited to, attorneys' fees and disbursements and amounts paid in settlement
or in satisfaction of judgments or as fines or penalties) incurred or paid in
connection with any action, suit or proceeding, whether civil, criminal,
administrative, investigative or otherwise, in which he/she may be involved by
reason of the fact that he/she serves or is serving in these capacities, if
he/she acted in good faith and in a manner he/ she reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no cause to believe his/her conduct was
unlawful. In the case of a claim, action, suit or proceeding made or brought by
or in the right of the corporation to procure a recovery or judgment in its
favor, the corporation shall not indemnify such person in respect of any claim,
issue or matter as to which such person has been adjudged to be liable to the
corporation for negligence or misconduct in the performance of his/her duty to
the corporation, except for such expenses as the court may allow. Any such
person who has been wholly successful on the merits or otherwise with respect to
any such claim, action, suit or proceeding or with respect to any claim, issue
or matter therein, shall be indemnified as of right against all expenses in
connection therewith or resulting therefrom.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Pfizer pursuant
to the foregoing provisions, Pfizer has been informed that, in the opinion of
the SEC, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
12
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TERMS AND CONDITIONS FOR
PARTICIPATION IN THE PROGRAM
1. As the agent for Program Participants, Pfizer will invest, on the
relevant Investment Date, dividends on the Program Shares. Pfizer also will
invest on the Investment Date, any cash deposited by the Participant (from $25
to $10,000 in any single month) in additional Program Shares. The shares
purchased under this Program by Pfizer may, at the discretion of Pfizer, be
purchased either from Pfizer or on the open market.
2. The price of shares of Common Stock purchased from or sold to Pfizer
will be the average of the high and the low trading prices of Common Stock on
the Investment Date as reported on the New York Stock Exchange. Such purchases
and sales may also be made, at Pfizer's option, on any securities exchange where
such shares are traded at the then prevailing market rate or in negotiated
transactions at a negotiated price. In making purchases for a Participant's
Program Account, Pfizer will commingle the Participant's funds with those of
other Participants in the Program. Pfizer may hold the shares of Common Stock of
all Participants together in its name or in the name of its nominee. Pfizer
shall have no responsibility as to the value of the shares of Common Stock
acquired for any Participant's Program Account. It is understood that government
regulations may require the temporary curtailment or suspension of purchases of
shares of Common Stock under the Program. Pfizer shall not be accountable for
its inability to make purchases at such times. If such curtailment or suspension
continues for a period of longer than 30 days, Pfizer will promptly mail to the
Participant a check payable to the order of the Participant in the amount of any
unapplied funds in the Participant's Program Account.
3. The Participant, at his or her option, may send Pfizer a check or money
order payable to "Pfizer Inc." in any amount from $25 to $10,000 per calendar
month for the purpose of investing the funds in shares of Common Stock. The cash
deposit feature of the Program is available only after a Participant's Program
Account has completed its initial Dividend Cycle. The cash deposit may be
accompanied by either the cash deposit form that is supplied by Pfizer on the
Program Account Statement or other written instructions. Cash deposits must be
received by Pfizer's Shareholder Services Department by the next to last
business day of a month in order to be included in that month's investments. A
deposit received after the next to last business day will be invested on the
Investment Date of the following month, provided that such period of time
between the receipt of the cash deposit and its investment in no event exceeds
thirty days. Participants may obtain a refund of any cash deposit provided the
request is made in writing and received by Pfizer at least two business days
prior to the Investment Date.
4. At the written request of the Participant, any number of shares of
Common Stock held in the Book-Entry portion of the Participant's Program Account
will be sold by Pfizer on the next applicable Investment Date. Such written
requests must be received by Pfizer at least three business days in
13
<PAGE>
advance of the Investment Date in order to be effected in the month in which the
request is made. If the written request for a sale of shares is received less
than three business days prior to the Investment Date for that month, the sale
will take place on the Investment Date of the following month.
5. Pfizer will confirm purchases and sales of shares of Common Stock as
soon as practicable after the purchases and sales are completed by sending the
Participant a Program Account Statement. No stock certificates will be issued to
a Participant in connection with stock purchases for a Program Account unless
the Participant requests such a certificate in writing.
6. The Participant, at his or her option, may deposit into his or her
Program Account certificates for shares of Common Stock registered in the
Participant's name on the books of Pfizer that have been designated for dividend
reinvestment under this Program. Pfizer's Shareholder Services Department will,
upon request, provide the Participant with a form for this purpose.
7. All expenses associated with the Program, other than any applicable
taxes arising from the sale of whole shares of Common Stock, will be paid by
Pfizer.
8. All shares of Common Stock owned by the Participant under the Program
will be voted in accordance with the proxy form returned by the Participant to
Pfizer. If the proxy form is signed and returned by the Participant and no
voting instructions are given with respect to any item therein, all of the
Participant's shares of Common Stock relating to that proxy form will be voted
in accordance with the recommendations of Pfizer's Board of Directors.
9. Participation in the Program may be terminated by a Participant at any
time. To terminate an account, the Participant may (a) complete and return to
Pfizer the tear-off section of his or her most recent Program Account Statement
or (b) send to Pfizer a signed letter of instruction, stating the Participant's
name, address and Social Security number and additionally indicating whether or
not the whole number of Program Shares held in the Book-Entry portion of his or
her Program Account should be sold upon termination. The price of shares of
Common Stock sold under the Program will be subject to the same pricing
structure as outlined for purchases of stock in paragraph (2) above.
When a Participant chooses to terminate all or part of his or her Program
Account, he or she may choose to receive either (a) a stock certificate for the
whole shares of Common Stock held in the Book-Entry portion of the account and a
check for the value of any fractional share or (b) a check for the proceeds from
the sale of the whole and fractional shares of Common Stock held in the
Book-Entry portion of the Program Account at the time of termination.
Terminations are effected once each month on the Investment Date. Requests
for termination must be received by Pfizer at least three business days prior to
the Investment Date in order for the termination to take place in the month in
which it is requested. Termination requests received less than three business
days before any month's Investment Date will be effected on the Investment Date
of the following month. With respect to a termination effected on an Investment
Date that occurs between a
14
<PAGE>
Dividend Record Date and the corresponding Dividend Payment Date, the
certificate for whole Program Shares and the check for any fractional share (or,
where applicable, for Program Shares sold) will be sent to a Participant only
AFTER the Dividend Cycle is completed.
10. Pfizer reserves the right to suspend, modify or terminate the Program or
a Participant's interest therein at any time upon written notice of such
suspension, modification or termination. If the Program or a Participant's
interest therein is terminated, certificates for the whole number of shares of
Common Stock held in each affected Book-Entry portion of the Program Account
will be issued to the Participant, and cash payments will be made for the value
of any fractional shares.
11. It is understood that all Common Stock distributed as a result of a
stock dividend or a stock split on shares of Common Stock held in the Book-Entry
portion of the Participant's Program Account will be credited to such Book-Entry
portion of the Program Account, and will be subject to future reinvestment of
dividends. Certificates will be sent directly to the Participant, however, where
the Participant holds actual stock certificates designated for the Program. The
Participant will have the opportunity to exercise any rights issued with respect
to shares of Common Stock held in the Participant's Program Account.
12. Pfizer shall not be liable hereunder for any act done in good faith, or
as required by applicable securities laws, or for any good faith omission to
act, including, without limitation, any claims of liability (a) arising out of
any failure to terminate a Participant's account upon such Participant's death
prior to receipt of notice in writing of such death, (b) arising out of any such
act or omission to act that occurs prior to or in connection with the
termination of participation pursuant to Item 9 above, and (c) with respect to
the prices at which shares of Common Stock are purchased for any Participant's
account and the times at which such purchases are made or with respect to any
fluctuation in the market value after the purchase or sale of shares.
13. Any notice, instruction, request or election which by any provision of
the Program is required or permitted to be given or made by the Participant to
Pfizer shall be made in writing and shall be addressed to: Pfizer Inc.,
Shareholder Services Department, 235 East 42nd Street, New York, New York 10017
or such other address as Pfizer shall furnish to the Participant, and shall be
deemed to be sufficient notice when received by Pfizer.
14. Any notice or certificate which by any provision of the Program is
required to be given by Pfizer to the Participant shall be in writing and shall
be deemed to have been sufficiently given for all purposes by being deposited
postage prepaid in a post office letter box addressed to the Participant at his
or her address as it last appeared on Pfizer's records.
15. The "Terms and Conditions For Participation in the Program" shall be
governed by the laws of the State of New York.
15
<PAGE>
IF YOU HAVE QUESTIONS ABOUT THE PROGRAM OR ABOUT YOUR
ACCOUNT, PLEASE CONTACT:
SHAREHOLDER SERVICES DEPARTMENT
PFIZER INC.
235 EAST 42ND STREET
NEW YORK, NEW YORK 10017
1-800-733-9393
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Pfizer............................................................................................... 3
Available Information................................................................................ 3
Information Incorporated by Reference................................................................ 4
Definition of Terms.................................................................................. 5
Description of the Program........................................................................... 7
How To Join The Program.......................................................................... 7
How The Program Works After You Join............................................................. 7
How The Price of Common Stock Is Determined...................................................... 8
Cash Deposits.................................................................................... 8
Conversion of Program Share Certificates To Electronic Entry..................................... 9
Sale of Shares Held in Program Account........................................................... 9
Charges and Expenses............................................................................. 9
Program Account Statement........................................................................ 10
Shareholder Voting............................................................................... 10
Terminating A Program Account.................................................................... 10
Use Of Proceeds...................................................................................... 11
Experts.............................................................................................. 11
Legal Opinion........................................................................................ 12
Indemnification of Directors and Officers............................................................ 12
Terms and Conditions................................................................................. 13
</TABLE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE DOCUMENTS
INCORPORATED HEREIN BY REFERENCE, AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY PFIZER. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC registration fee....................................... $51,248.28
New York Stock Exchange listing fee*....................... 29,500.00
Cost of printing*.......................................... 7,610.00
Accounting fees*........................................... 5,000.00
Legal Fees*................................................ 1,500.00
----------
Total.................................................. $94,858.28
----------
----------
<FN>
- - ------------------------
*Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Article V, Section 1 of its By-laws, Pfizer shall indemnify
directors and officers who are or who have been made a party to or are
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to the fullest extent permitted by
applicable law as it presently exists or may hereinafter be amended (discussed
below). Pfizer is insured against actions taken pursuant to its By-laws and the
directors and officers are insured directly at Pfizer's expense against such
liabilities for which indemnification is not made. Pfizer has entered into
agreements with its directors and certain of its officers requiring Pfizer to
indemnify such persons to the fullest extent permitted by Pfizer's By-laws.
Section 145 of the General Corporation Law of Delaware permits a corporation
to indemnify any person who is or has been a director, officer, employee or
agent of the corporation or who is or has been serving as a director, officer,
employee or agent of another corporation, organization or enterprise at the
request of the corporation, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his/her conduct was unlawful. In the case of a
claim, action, suit or proceeding made or brought by or in the right of the
corporation to procure a recovery or judgment in its favor, the corporation
shall not indemnify such person in respect of any claim, issue or matter as to
which such person has been adjudged to be liable to the corporation unless the
Court determines that such person is fairly and reasonably entitled to indemnity
for such expenses as the Court may allow. Any such person who has been wholly
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any such claim, action, suit or
proceeding or with respect to any claim, issue or matter therein, shall be
indemnified against expenses (including attorney's fees) actually and reasonably
incurred by him or her in connection therewith or resulting therefrom. Expenses
(including attorney's fees) incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of such action,
suit or
<PAGE>
proceeding upon receipt of an undertaking by or on behalf of such officer or
director to repay such amount if it is ultimately determined that he or she is
not entitled to be indemnified by the corporation. Expenses incurred by other
employees and agents of the corporation also may be advanced to such employee or
agent upon such terms and conditions, if any, as the board of directors deems
appropriate. The indemnification and advancement of expenses are not deemed to
be exclusive of any other rights to which those seeking indemnification or
advancement or expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
ITEM 16. EXHIBITS
<TABLE>
<S> <C> <C>
5 -- Opinion of Terence J. Gallagher, Esq., Vice President
Corporate Governance and Assistant Secretary of Pfizer.
15 -- Acknowledgement of KPMG Peat Marwick LLP, independent
certified public accountants.
23(i) -- Consent of Terence J. Gallagher, Esq., Vice President
Corporate Governance and Assistant Secretary of Pfizer
(included in Exhibit 5).
23(ii) -- Consent of KPMG Peat Marwick LLP, independent certified
public accountants.
</TABLE>
ITEM 17. UNDERTAKINGS
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
Securities Act of 1933;
(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;
(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-3 or 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
<PAGE>
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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 that 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; and
(4) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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.
<PAGE>
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 of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on the 27th day of
October, 1994.
PFIZER INC.
(Registrant)
By: /s/ WILLIAM C. STEERE, JR.
---------------------------------
William C. Steere, Jr.
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Dated: October 27, 1994
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
SIGNATURE TITLE DATE
- - ----------------------------------- -------------------- ----------------
Chairman of the
/s/ WILLIAM C. STEERE, JR. Board, Chief
- - ----------------------------------- Executive Officer October 27, 1994
William C. Steere, Jr. Director (Principal
Executive Officer)
Executive Vice
/s/ HENRY A. MCKINNELL President and Chief
- - ----------------------------------- Financial Officer October 27, 1994
Henry A. McKinnell (Principal
Financial Officer)
/s/ HERBERT V. RYAN Controller
- - ----------------------------------- (Principal October 27, 1994
Herbert V. Ryan Accounting Officer)
<PAGE>
SIGNATURE TITLE DATE
- - ----------------------------------- -------------------- ----------------
/s/ EDWARD C. BESSEY
- - ----------------------------------- Director October 27, 1994
Edward C. Bessey
/s/ M. ANTHONY BURNS
- - ----------------------------------- Director October 27, 1994
M. Anthony Burns
- - ----------------------------------- Director October , 1994
Grace J. Fippinger
- - ----------------------------------- Director October , 1994
George B. Harvey
/s/ CONSTANCE J. HORNER
- - ----------------------------------- Director October 27, 1994
Constance J. Horner
/s/ STANLEY O. IKENBERRY
- - ----------------------------------- Director October 27, 1994
Stanley O. Ikenberry
/s/ THOMAS G. LABRECQUE
- - ----------------------------------- Director October 27, 1994
Thomas G. Labrecque
/s/ JAMES T. LYNN
- - ----------------------------------- Director October 27, 1994
James T. Lynn
/s/ PAUL A. MARKS
- - ----------------------------------- Director October 27, 1994
Paul A. Marks
<PAGE>
SIGNATURE TITLE DATE
- - ----------------------------------- -------------------- ----------------
/s/ JOHN R. OPEL
- - ----------------------------------- Director October 27, 1994
John R. Opel
/s/ EDMUND T. PRATT, JR.
- - ----------------------------------- Director October 27, 1994
Edmund T. Pratt, Jr.
/s/ FELIX G. ROHATYN
- - ----------------------------------- Director October 27, 1994
Felix G. Rohatyn
/s/ JEAN-PAUL VALLES
- - ----------------------------------- Director October 27, 1994
Jean-Paul Valles
<PAGE>
EXHIBIT 5
PFIZER INC.
235 East 42nd Street
New York, New York 10017
November 14, 1994
Pfizer Inc.
235 East 42nd Street
New York, New York 10017
Pfizer Inc.:
I refer to the Registration Statement on Form S-3 to be filed by you on or
about November 14, 1994 with the Securities and Exchange Commission, relating to
2,000,000 shares of Common Stock, $.10 par value, of Pfizer Inc. (the
"Company"), to be purchased pursuant to the Pfizer Inc. Shareholder Investment
Program (the "Program"). I have acted as counsel to the Company in connection
therewith.
It is my opinion that:
All necessary corporate proceedings have been duly taken to authorize the
issuance of the aforesaid shares under the Program, and all such shares, upon
issuance in accordance with the terms of the Program, will be validly issued and
outstanding and fully paid and non-assessable.
In preparing this opinion, I have examined certificates of public officials,
certificates of officers and copies certified to my satisfaction of such
corporate documents and records of the Company and such other papers as I have
deemed relevant and necessary as a basis for my opinion. I have relied, to the
extent that I deem such reliance proper, upon such certificates with respect to
the accuracy of actual matters contained therein which were not independently
established.
I hereby consent to the use of this opinion in the above-mentioned
Registration Statement and to the reference to my name under the heading "Legal
Opinion" in the Prospectus constituting a part of such Registration Statement.
In giving such consent, I do not hereby admit that I come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
Terence J. Gallagher, Esq.
Vice President
Corporate Governance
<PAGE>
EXHIBIT 15
ACCOUNTANTS' ACKNOWLEDGEMENT
Pfizer Inc.
New York, New York
Re: Registration Statement No. 33-
With respect to the subject Registration Statement on Form S-3 of Pfizer
Inc., we acknowledge our awareness of the use therein of our reports dated May
17, 1994 and August 15, 1994 relating to our reviews of interim financial
information.
Pursuant to Rule 436(c) under the Securities Act, such reports are not
considered a part of a Registration Statement prepared or certified by an
accountant or reports prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.
Very truly yours,
KPMG PEAT MARWICK LLP
New York, New York
November 14, 1994
<PAGE>
EXHIBIT 23(ii)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Pfizer Inc.
Re: Registration Statement No. 33-
We consent to the use of our audit report dated February 24, 1994 on the
consolidated financial statements and schedules of Pfizer Inc. and subsidiary
companies as of December 31, 1993, 1992 and 1991 and for each of the years then
ended, incorporated herein by reference, and to the reference to our firm under
the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
New York, New York
November 14, 1994
