<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
---------------------
Date of Report (Date of Earliest Event Reported) -- JANUARY 19, 1995
------------------------
PFIZER INC.
(Exact name of registrant as specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-3619 13-5315170
(State or other jurisdiction (Commission File Number) (I.R.S. Identification No.)
of incorporation)
</TABLE>
235 EAST 42ND STREET, NEW YORK, NEW YORK 10017
(Address of principal executive office) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING
AREA CODE (212) 573-2323
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CA235251/0028323
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Item 7 is amended to include the financial statements of the SmithKline
Beecham Animal Health (SBAH) business and pro forma financial information
required pursuant to Article 11 of Regulation S-X as follows:
(a) Financial statements of the business acquired, prepared in accordance with
accounting principles generally accepted in the United Kingdom pursuant to
Rule 3-05 of Regulation S-X and provided to Pfizer Inc. by SmithKline
Beecham plc.
Audited financial statements of the SmithKline Beecham Animal Health
business
PAGE
------
Report of Independent Accountants....................................... 1
Combined Income Statement for the Year Ended December 31, 1994.......... 2
Combined Balance Sheet at December 31, 1994............................. 3
Combined Statement of Cash Flows for the Year Ended December 31, 1994... 4
Combined Statement of Owner's Net Investment for the Year Ended December
31, 1994.............................................................. 5
Combined Statement of Total Recognized Gains and Losses for the Year
Ended December 31, 1994............................................... 5
Notes to Combined Financial Statements.................................. 6 - 16
(b) Pro forma financial information required pursuant to Article 11 of
Regulation S-X:
Pfizer Inc. and SmithKline Beecham Animal Health Business Pro Forma
Condensed Combined Financial Statements (Unaudited)
PAGE
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Pro Forma Condensed Combined Statement of Income for the Year Ended
December 31, 1994....................................................... 17
Pro Forma Condensed Combined Balance Sheet at December 31, 1994.......... 18
Notes to Pro Forma Condensed Combined Financial Statements............... 19
On January 19, 1995, Pfizer Inc. ("Pfizer") acquired the SBAH business for
approximately $1,476.3 million substantially financed by the issuance of
commercial paper. Pfizer acquired the capital stock of certain subsidiaries of
SmithKline Beecham plc ("SB plc") operating solely in the animal health business
and certain net assets used in the animal health business from other SB plc
subsidiaries.
SBAH is a major participant in the non-nutritional area of the global animal
health industry and is particularly strong in cattle, swine and companion animal
vaccines. It has a significant presence in the US animal health market
(non-nutritional) and has a broad presence across Europe with major operations
in the United Kingdom, France, Germany, Belgium, the Netherlands and Spain. SBAH
manufactures and sells products in four principal categories: vaccines,
anti-infectives, productivity enhancers and parasiticides.
The unaudited pro forma condensed combined balance sheet and income
statement information give effect to the transaction as if the acquisition,
accounted for as a purchase transaction, had occurred at the balance sheet date
or the beginning of the period presented for the income statement. The pro forma
information is based on the historical financial statements of SBAH and Pfizer
for the year ended December 31, 1994 after giving effect to the transaction
using the purchase method of accounting and the assumptions and adjustments set
forth in the accompanying notes to the pro forma financial statements.
The historical financial statements of SBAH included in Item 7(a) herein are
expressed in pounds sterling and prepared in accordance with accounting
principles generally accepted in the United Kingdom ("UK GAAP"). Each of the
historical financial statements presented herein have been adjusted so as to
reflect pro forma financial information prepared in accordance with accounting
II-1
<PAGE>
principles generally accepted in the United States ("US GAAP") and have been
translated into US dollars at appropriate exchange rates. The reconciliations of
the approximate effect on net income and owner's net investment of differences
between UK GAAP and US GAAP provided in the historical financial statements of
SBAH were utilized to make the necessary adjustments to US GAAP. The exchange
rates used to translate the balance sheet and income statement were 1.56 dollars
to pounds (the rate at December 31, 1994) and 1.53 dollars to pounds (the
average 1994 rate), respectively. Other than the pro forma adjustments outlined
in the accompanying notes to the condensed combined pro forma financial
statements, no benefits resulting from expected operational synergies have been
reflected in such pro forma financial statements.
These pro forma financial statements do not purport to indicate what
Pfizer's financial position or results of operations would actually have been
had the acquisition been in effect since the assumed dates, or to project
Pfizer's results of operations or financial position for any future period. The
pro forma financial statements should be read in conjunction with the audited
financial statements and related notes of Pfizer included in the 1994 Annual
Report on Form 10-K.
(c) Exhibits
2* Stock and Asset Purchase Agreement, dated as of November 23, 1994,
between SmithKline Beecham plc and Pfizer Inc., as amended.
23 Consent of Price Waterhouse and Coopers and Lybrand.
* Previously filed
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 thereunto duly authorized.
PFIZER INC.
(Registrant)
By: /s/ Terence J. Gallagher
--------------------------------------
Terence J. Gallagher
Vice President -- Corporate Governance
Date: May 10, 1995
II-2
<PAGE>
SMITHKLINE BEECHAM PLC
ANIMAL HEALTH BUSINESS
COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1994
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of SmithKline Beecham plc
We have audited the accompanying Combined Financial Statements of the
SmithKline Beecham Animal Health Business ("the Business") prepared on a
standalone basis which are expressed in pounds sterling except where
specifically identified. These financial statements are the responsibility of
the management of SmithKline Beecham plc. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United Kingdom and the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
As discussed in Notes 1 and 2 to the financial statements, separate combined
financial statements were not previously prepared for the Business. In the past,
certain SmithKline Beecham plc costs were directly allocated to the Business for
Group reporting purposes and a similar allocation has been made for the purposes
of these financial statements. Accordingly, the costs included in these combined
financial statements are not necessarily indicative of the actual costs that the
Business may have incurred as an independent business. In addition, since
intercompany trading terms may be different to third party trading terms, the
combined financial statements may not necessarily present the financial
position, results of operations and cash flows of the Business as if it were a
standalone business.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of the Business at
December 31, 1994 and the combined results of its operations and its cash flows
for the year ended December 31, 1994 in conformity with generally accepted
accounting principles in the United Kingdom.
Accounting principles generally accepted in the United Kingdom vary in
certain significant respects from accounting principles generally accepted in
the United States. The application of the latter would have affected the
determination of net income expressed in pounds sterling for the year ended
December 31, 1994 and the determination of owner's net investment expressed in
pounds sterling at December 31, 1994 to the extent summarized in Note 4 to the
financial statements.
Coopers & Lybrand Price Waterhouse
Chartered Accountants Chartered Accountants
and Registered Auditors and Registered Auditors
London, England London, England
April 18, 1995
1
<PAGE>
SMITHKLINE BEECHAM PLC ANIMAL HEALTH BUSINESS
COMBINED INCOME STATEMENT
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
1994
LM
-----------
<S> <C>
Net sales......................................................... 420.7
Cost of goods sold................................................ (160.0)
-----------
Gross profit...................................................... 260.7
Selling, general and administrative expenses...................... (143.6)
Research and development expenses................................. (39.6)
-----------
Trading income.................................................... 77.5
Interest expense.................................................. (6.8)
Interest income................................................... 3.5
Equity in earnings of associated undertakings..................... 0.1
-----------
Income before taxes and minority interests........................ 74.3
Taxes on income................................................... (32.9)
-----------
Income before minority interests.................................. 41.4
Equity minority interests......................................... 0.6
-----------
Net income........................................................ 42.0
-----------
-----------
</TABLE>
See Notes to Combined Financial Statements
2
<PAGE>
SMITHKLINE BEECHAM PLC ANIMAL HEALTH BUSINESS
COMBINED BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31
1994
LM
-----------
<S> <C>
ASSETS
Current assets
Cash, including short-term deposits of L3.1 million.............. 20.5
Trade receivables................................................ 78.7
Amounts due from owner........................................... 1.5
Inventories...................................................... 80.7
Prepaid expenses and other current assets........................ 8.3
-----
Total current assets............................................... 189.7
Investments, including equity in associated undertakings......... 0.3
Deferred taxation................................................ 15.8
Property, plant and equipment, less accumulated depreciation of
L83.1 million................................................... 148.7
Intangible assets less accumulated amortization of L0.6
million......................................................... 15.7
Other assets..................................................... 1.6
-----
Total assets....................................................... 371.8
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LIABILITIES AND OWNER'S NET INVESTMENT
Current liabilities
Accounts payable................................................. 18.6
Short-term borrowings............................................ 21.4
Accrued taxes.................................................... 3.7
Accrued liabilities.............................................. 41.7
Amounts due to owner............................................. 17.1
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Total current liabilities.......................................... 102.5
Accrued post-retirement benefits................................. 10.6
Other liabilities................................................ 5.4
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Total liabilities.................................................. 118.5
Commitments and contingent liabilities
Owner's net investment............................................. 253.3
-----
Total liabilities and owner's net investment....................... 371.8
-----
-----
</TABLE>
See Notes to Combined Financial Statements
3
<PAGE>
SMITHKLINE BEECHAM PLC ANIMAL HEALTH BUSINESS
COMBINED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
1994
LM
-----------
<S> <C>
Trading income.................................................... 77.5
Depreciation charges............................................ 11.4
Amortization charges............................................ 0.6
Miscellaneous items, including exchange......................... (6.1)
Increase in inventories......................................... (1.6)
Decrease in trade receivables, prepaid expenses and other
current assets................................................. 1.3
Decrease in accounts payable, accrued taxes and accrued
liabilities.................................................... (2.3)
Decrease in amounts due to and due from owner, net.............. 14.1
-----
Net cash inflow from operating activities......................... 94.9
-----
Returns on investments and servicing of finance
Interest received............................................... 3.5
Interest paid................................................... (6.8)
Dividends paid.................................................. (41.8)
-----
Net cash outflow from returns on investments and servicing of
finance.......................................................... (45.1)
-----
Taxation
Taxes paid...................................................... (34.9)
-----
Investing activities
Purchase of property, plant and equipment....................... (22.6)
Purchase of intangible fixed assets............................. (4.8)
Proceeds from sales of property, plant and equipment............ 1.1
Purchase of investments......................................... (0.1)
-----
Net cash outflow from investing activities........................ (26.4)
-----
Net cash outflow before owner's contribution...................... (11.5)
-----
Owner's contribution.............................................. 5.6
-----
Decrease in cash and cash equivalents............................. (5.9)
Cash and cash equivalents at beginning of year.................... 4.9
Effect of exchange rate changes on cash and cash equivalents...... 0.1
-----
Cash and cash equivalents at end of year.......................... (0.9)
-----
-----
</TABLE>
The Combined Statement of Cash Flows has been prepared under FRS1, "Cash
Flow Statements", which complies with International Accounting Standard 7,
"Statement of Changes in Financial Position".
The movement in cash and cash equivalents for the year, under FRS1, includes
short-term loans and overdrafts.
See Notes to Combined Financial Statements
4
<PAGE>
SMITHKLINE BEECHAM PLC ANIMAL HEALTH BUSINESS
COMBINED STATEMENT OF OWNER'S NET INVESTMENT
<TABLE>
<CAPTION>
LM
------
<S> <C>
Balance at December 31, 1993............................................ 260.0
Net income.............................................................. 42.0
Exchange adjustments on foreign currency net investment................. (15.7)
Owner's contribution.................................................... 5.6
Other movements......................................................... 3.2
Dividends............................................................... (41.8)
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Balance at December 31, 1994............................................ 253.3
------
------
</TABLE>
Under U.K. GAAP, the aggregate amount of goodwill generated through direct
acquisitions by the Business, net of disposals, which has been eliminated from
the balance sheet amounts to L51.2 million. Included in the above is L3.1
million related to the revaluation reserve.
COMBINED STATEMENT OF TOTAL RECOGNIZED GAINS AND LOSSES
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
1994
LM
-----------
<S> <C>
Net income........................................................ 42.0
Exchange adjustments on foreign currency net investment........... (15.7)
-----
Total recognized gains and losses for the year.................... 26.3
-----
-----
</TABLE>
See Notes to Combined Financial Statements
5
<PAGE>
SMITHKLINE BEECHAM PLC ANIMAL HEALTH BUSINESS
NOTES TO COMBINED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
On November 23, 1994, SmithKline Beecham plc ("SB plc") announced the sale
of its worldwide Animal Health Business ("the Business") to Pfizer Inc.
("Pfizer"). The sale was completed on January 19, 1995. Pfizer acquired the
capital stock of certain SB plc subsidiaries operating solely in the animal
health business and certain net assets used in the animal health business of
other SB plc subsidiaries.
The Business is a major participant in the non-nutritional area of the
global animal health industry and is particularly strong in cattle, swine and
companion animal vaccines. It has a significant presence in the U.S. animal
health market (non-nutritional) and has a broad presence across Europe with
major operations in the United Kingdom, France, Germany, Belgium, the
Netherlands and Spain. The Business manufactures and sells products in four
principal categories: vaccines, anti-infectives, productivity enhancers and
parasiticides.
Separate financial statements have not been previously prepared as
historically the Business has been managed mostly through divisions of
subsidiary entities of SB plc. The combined financial statements have been
prepared from SB plc's historical accounting records as if the operations of the
Business in each country had been conducted exclusively within a wholly-owned
subsidiary of the SB plc subsidiary in that country. In that context, there
would be no direct ownership relationship among the various entities comprising
the Business. Accordingly, SB plc and its subsidiaries' net investment in the
Business (owner's net investment) is shown in lieu of shareholders' equity in
the combined financial statements.
It should be noted that no separate formal tax assessment was ever prepared
for the Business while it was owned by SB plc. As further described in Notes 7
and 16, current and deferred income taxes and related tax expense have been
calculated through the application of accounting principles generally accepted
in the United Kingdom ("U.K. GAAP") to each Business operation in the applicable
country as if it were a standalone taxpayer. Certain other allocations have been
made for purposes of preparing these combined financial statements as more fully
described in Note 2, Related Parties.
Allocated costs and charges are not necessarily indicative of the actual
expenses that the Business might have incurred as an independent business or as
part of Pfizer. Charges and allocations of costs for facilities and services
performed by SB plc operations outside of the Business have been deemed to be
paid by the Business to SB plc in cash during the period in which such costs
were recorded in the combined financial statements. Current income taxes payable
by the Business are deemed to have been remitted in cash to SB plc or the
appropriate taxing authority, as applicable, during the period in which the
related tax expense was recorded.
Because the terms of intercompany transactions and allocations may not be
the same as those that would result among unrelated parties, the combined
financial statements may not necessarily present the financial position, results
of operations and cash flows of the Business as if it were a standalone entity.
The Business' manufacturing operations are generally conducted at sites used
exclusively by the Business. However, certain manufacturing operations are
conducted at sites where other SB plc manufacturing operations are present. At
these shared sites, only the assets used exclusively by the Business are
included in the combined balance sheet.
The Business had no significant borrowings and there has been no allocation
of SB plc's borrowings and related interest expense.
Amounts included in the combined balance sheet as being due from or due to
the owner relate to amounts payable or receivable from various SB plc entities
(which are not among the entities that comprise the Business) for transactions
entered into during the normal course of business.
6
<PAGE>
SMITHKLINE BEECHAM PLC ANIMAL HEALTH BUSINESS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
1. BASIS OF PRESENTATION (CONTINUED)
Since the Business was owned through December 31, 1994 by SB plc, a U.K.
company subject to the requirements of U.K. GAAP, the combined financial
statements of the Business have been prepared in accordance with U.K. GAAP.
2. RELATED PARTIES
As explained in Note 1, the Business was part of SB plc throughout the year
ended December 31, 1994. The Business incurred certain headquarters costs and
was also allocated certain expenses incurred by the corporate headquarters of SB
plc. These expenses were allocated by management based on various methods which
management considered reasonable. However, such costs and allocations do not
necessarily represent the level of costs which might have been incurred had the
Business been operated on a standalone basis for the period nor those which may
be incurred under Pfizer ownership.
The Business participates in a number of employee benefit plans, including
pension, savings, healthcare and life insurance, which are administered by SB
plc. The Business also participates in the SmithKline Beecham Corporation ("SB
Corp") pension plan for U.S. salaried employees. Obligations and related
expenses of such benefits have been recorded by the Business. See Note 20.
It is not feasible to segregate all of the above charges from costs incurred
directly by the Business. However, selling, general and administrative expenses
include L5.6 million for the year ended December 31, 1994 representing
allocations of general corporate expenses to the Business.
Certain packaging, raw materials and finished goods are manufactured for the
Business by SB plc and are purchased at prices which approximate SB plc's
manufacturing cost.
For the year ended December 31, 1994, certain of the entities which comprise
the Business participated in SB plc's worldwide centralized cash management
system. Under this system, generally all cash generated by certain of the
Business' entities was transferred to SB plc. For certain entities, shared
funding arrangements existed whereby cash was held in the account of another SB
plc entity on a site shared with the Business.
3. STATEMENT OF ACCOUNTING POLICIES
The significant accounting policies used in the preparation of the combined
financial statements of the Business are set forth below. The combined financial
statements have been prepared under the historical cost convention, modified for
the revaluation of land and buildings.
BASIS OF COMBINATION
The combined financial statements include the accounts of individual
entities of the Business, except for the Business' associated undertaking in
India which is accounted for under the equity method. All material transactions
and accounts between individual entities comprising the Business have been
eliminated in combination.
CURRENCY TRANSLATION
Income statements of entities operating outside the U.K. are translated to
sterling using average rates of exchange for the period. The net assets of such
entities are translated to sterling at the rates of exchange ruling at the
balance sheet date.
Exchange differences which relate to the translation of the net assets of
overseas companies are taken directly to owner's net investment. All other
exchange differences are taken to the income statement.
7
<PAGE>
SMITHKLINE BEECHAM PLC ANIMAL HEALTH BUSINESS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
3. STATEMENT OF ACCOUNTING POLICIES (CONTINUED)
The costs and benefits arising from hedging arrangements taken out to
mitigate the effect of exchange rate fluctuations on profits are dealt with in
the income statement in the year in which the related exposure arises.
RESEARCH AND DEVELOPMENT EXPENDITURE
Laboratory buildings and equipment used for research and development are
capitalized as property, plant and equipment and written off in accordance with
the Business' depreciation policy. Other research and development expenditures
are written off in the year when incurred.
INCOME TAXES
The taxable income/loss of each taxable entity within the Business was
included in the tax return of the appropriate SB plc entity of which it was a
part. No separate income tax returns were prepared or filed for the Business as
a whole.
Current tax expense has been calculated as if each entity within the
Business was a separate taxpayer. Income taxes currently payable are deemed to
have been remitted in cash to SB plc or the appropriate taxing authority, as
applicable, during the period in which the liability arose.
Deferred income taxes and related tax expense have been calculated as if the
Business were a standalone taxpayer using the liability method where it is
probable that tax liabilities will become payable or tax assets will crystallize
within the foreseeable future. For post-retirement benefits other than pensions,
deferred taxation has been set up in full.
OPERATING LEASES
Operating lease rentals are charged to the income statement on a straight
line basis over the lease term.
GOODWILL
Goodwill, representing the excess of the purchase consideration over the
fair value of the net separable assets acquired, is eliminated in the balance
sheet against owner's net investment in the year of acquisition, and
accordingly, is not reflected as an asset nor amortized through the income
statement.
INTANGIBLE ASSETS AND AMORTIZATION
Acquired licenses, patents, know-how and marketing rights are capitalized
and amortized over their estimated useful lives, but no longer than 20 years.
Items capitalized are restricted to those related to specific compounds or
products which are being developed for commercial applications. The estimated
useful lives for determining the amortization charge are reviewed annually, and
take into account the estimated time it takes to bring the compounds or products
to market as marketable products. Any development costs which are incurred by
the Business and are associated with acquired licenses, patents, know-how or
marketing rights are written-off to the income statement when incurred.
PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION
Property, plant and equipment are stated at cost (or professional valuation
in the case of certain land and buildings), less depreciation. Depreciation is
charged on the cost or valuation of property, plant and equipment, except
freehold land, in equal annual installments over their estimated useful lives.
The range of average lives for each major asset category are:
<TABLE>
<S> <C> <C> <C>
Freehold buildings 20 to 50 years Plant and equipment 10 to 20 years
Leasehold land and buildings Term of lease Vehicles 5 to 7 years
</TABLE>
8
<PAGE>
SMITHKLINE BEECHAM PLC ANIMAL HEALTH BUSINESS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
3. STATEMENT OF ACCOUNTING POLICIES (CONTINUED)
The profit or loss on the disposal of an asset is calculated as the
difference between the net sale proceeds and the net book value, whether carried
at cost or at valuation.
INVENTORIES
Inventories are stated at the lower of cost or net realizable value.
Inventories are valued using the first in, first out method. The cost of
finished goods and work in progress comprises raw materials, direct labor and
related production overheads.
CASH AND SHORT-TERM DEPOSITS
All cash and short-term deposits included in the combined balance sheet are
highly liquid investments with an original maturity of three months or less.
The carrying value of cash and short-term deposits is a reasonable estimate
of fair value. The Business and SB plc place cash and short-term deposits with
high credit, quality financial institutions.
RETIREMENT BENEFITS
The cost of providing pension and other post-retirement benefits is charged
to the income statement over the periods benefiting from the employees' services
and is based on the advice of actuaries. Such expenses have been based on the
active employees of the Business. The difference between the charge to the
income statement and the contributions paid to the retirement plans (where they
exist) is included as an asset or liability in the combined balance sheet.
OWNER'S NET INVESTMENT
Owner's net investment consists of the accumulated earnings of the Business,
accumulated translation adjustments, revaluation reserves and contributions to
or from the owner, less goodwill. Contributions to or from the owner are
primarily financing arrangements between the owner and various entities of the
Business which are normally not settled in cash. In those cases where financing
arrangements with the owner are interest bearing or an interest charge has been
incurred, interest income and interest expense have been taken through the
income statement. Dividends paid to SB plc by legal subsidiaries have been
deducted from accumulated earnings.
4. SUMMARY OF DIFFERENCES BETWEEN U.K. AND U.S. GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AND OTHER U.S. INFORMATION
The Business' combined financial statements have been prepared in accordance
with U.K. GAAP which differs in certain significant respects from U.S. GAAP.
These differences relate principally to the items set forth below.
(a) GOODWILL
Under U.K. GAAP, the Business eliminates goodwill directly against owner's
net investment. Under U.S. GAAP, goodwill is capitalized and amortized by
charges against income over the period, which it is estimated, is to be
benefited. Goodwill eliminated directly against owner's net investment in the
U.K. GAAP combined financial statements has been reinstated and amortized over a
40-year period, which is the estimated useful life for the purpose of U.S. GAAP.
(b) PURCHASE ACCOUNTING ADJUSTMENTS
Under U.K. GAAP, the Business' combined financial statements have been
prepared using the historical cost (modified for the revaluation of land and
buildings) of the net assets of the entities comprising the Business. There has
been no push-down or allocation of purchase accounting adjustments, including
goodwill and associated amortization, related to the 1989 merger of SmithKline
Beckman Corporation and Beecham Group plc, a portion of which would be
attributable to the
9
<PAGE>
SMITHKLINE BEECHAM PLC ANIMAL HEALTH BUSINESS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
4. SUMMARY OF DIFFERENCES BETWEEN U.K. AND U.S. GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AND OTHER U.S. INFORMATION (CONTINUED)
Business. Under U.S. GAAP, the purchase method of accounting is required for
this transaction. Accordingly, goodwill and related amortization applicable to
the Business would be reflected in the Business' combined financial statements.
For the purposes of this reconciliation to U.S. GAAP, it has been assumed that
SmithKline Beckman Corporation was the acquiree.
(c) INTANGIBLE ASSETS
Under U.K. GAAP, the costs of acquiring separately identifiable intangible
assets such as patents, licenses and marketing rights to develop specific
compounds or products for commercial application have been capitalized
separately from goodwill and are amortized over their estimated useful lives,
but no longer than 20 years. Under U.S. GAAP, payments made for purchased
intangible assets which are still in development are charged directly to the
combined income statement.
(d) CAPITALIZATION OF INTEREST
Under U.K. GAAP, the capitalization of interest is not required and the
Business does not capitalize interest in its combined financial statements. U.S.
GAAP requires interest incurred as part of the cost of acquiring fixed assets to
be capitalized and amortized over the life of the asset. The effect on the
Business' net income related to this difference is not significant.
(e) DEFERRED TAX
Under U.K. GAAP, provision is made for deferred tax under the liability
method where it is probable that a tax liability will become payable or a tax
asset will crystallize within the foreseeable future. In the U.S., Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes",
requires deferred tax to be provided on a full liability basis, and a valuation
adjustment is established against deferred tax assets where it is more likely
than not that some portion will not be realized.
(f) PROPERTY REVALUATION
Under U.K. GAAP, properties are carried either at original cost or a
subsequent valuation, less related depreciation calculated on the revalued
amount where applicable. Any surplus or deficit (to the extent that the
revaluation reserve is in surplus) on the revaluation of a property is taken
directly to owner's net investment. Under U.S. GAAP, revaluations of properties
are not permitted. Accordingly, those assets are restated to historical cost and
the depreciation charge is adjusted. The effect on the Business' net income
related to this difference is not significant.
(g) POST-RETIREMENT BENEFITS AND PENSIONS
SFAS No. 106, "Employers' Accounting for Postretirement Benefits other than
Pensions", and SFAS No. 87, "Employers' Accounting for Pensions", requires the
use of a discount rate which reflects current market rates in determining the
provision for these benefits. U.K. GAAP permits the use of longer term discount
rates.
10
<PAGE>
SMITHKLINE BEECHAM PLC ANIMAL HEALTH BUSINESS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
4. SUMMARY OF DIFFERENCES BETWEEN U.K. AND U.S. GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AND OTHER U.S. INFORMATION (CONTINUED)
Approximate effect on net income of differences between U.K. GAAP and U.S.
GAAP:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
1994
LM
-----------
<S> <C>
Net income per U.K. GAAP.......................................... 42.0
U.S. GAAP adjustments (net of taxation):
Purchase accounting and goodwill:
Amortization of goodwill...................................... (5.1)
Amortization of intangible and other assets................... (1.1)
Intangible assets............................................... 0.3
Deferred taxation............................................... 2.3
Post-retirement benefits and pensions........................... (2.1)
---
Net income per U.S. GAAP.......................................... 36.3
---
---
</TABLE>
Approximate effect on owner's net investment of differences between U.K.
GAAP and U.S. GAAP:
<TABLE>
<CAPTION>
DECEMBER 31
1994
LM
-----------
<S> <C>
Owner's net investment per U.K. GAAP.............................. 253.3
U.S. GAAP adjustments:
Purchase accounting and goodwill:
Goodwill...................................................... 265.4
Intangible and other assets................................... 10.4
Intangible assets............................................... (11.2)
Capitalization of interest...................................... 1.1
Deferred taxation............................................... 0.5
Revaluation reserve............................................. (3.1)
Post-retirement benefits and pensions........................... (11.1)
-----
Owner's net investment per U.S. GAAP.............................. 505.3
-----
-----
</TABLE>
5. SEGMENT INFORMATION
<TABLE>
<CAPTION>
NET SALES TRADING INCOME TOTAL
YEAR ENDED YEAR ENDED ASSETS
DECEMBER 31 DECEMBER 31 DECEMBER 31
1994 1994 1994
LM LM LM
----------- -------------- -----------
<S> <C> <C> <C>
Geographical analysis:
United Kingdom................... 23.9 9.7 22.8
United States of America......... 209.0 71.0 211.0
Continental Europe............... 98.0 21.1 88.3
Rest of the World................ 89.8 15.3 49.7
Research and Development......... -- (39.6) --
----- ----- -----
420.7 77.5 371.8
----- ----- -----
----- ----- -----
</TABLE>
11
<PAGE>
SMITHKLINE BEECHAM PLC ANIMAL HEALTH BUSINESS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
5. SEGMENT INFORMATION (CONTINUED)
The Business operates within a single industry segment. The above
geographical analysis of sales is by geographical destination. The geographical
analysis of sales by location of entity is as follows:
<TABLE>
<CAPTION>
LM
-----
<S> <C>
Geographical analysis:
United Kingdom......................................................... 41.8
United States of America............................................... 215.9
Continental Europe..................................................... 121.0
Rest of the World...................................................... 79.3
Intra-Business......................................................... (37.3)
-----
420.7
-----
-----
</TABLE>
6. INTEREST
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
1994
LM
-----------
<S> <C>
Interest expense:
Bank overdrafts and other short-term borrowings................. (1.6)
Related party interest expense.................................. (5.2)
---
Total interest expense............................................ (6.8)
---
Interest income:
Related party interest income................................... 2.7
Third party interest income..................................... 0.8
---
Total interest income............................................. 3.5
---
---
</TABLE>
Related party interest income and interest expense relates to financing
arrangements between various entities of the Business and the owner. Certain of
such amounts due from the owner under these financing arrangements are not
interest bearing. In addition, the Business is not assessed an interest charge
on certain of the amounts due to the owner under these financing arrangements.
As described in Note 3, such financing arrangements are included as a component
of owner's net investment.
7. TAXES ON INCOME
The provision for taxes consisted of the following:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
1994
LM
-----------
<S> <C>
United Kingdom taxation:
U.K. Corporation tax at 33%..................................... 1.5
---
Overseas:
U.S. Federal taxes.............................................. 13.9
U.S. State taxes................................................ 2.6
Other overseas taxes............................................ 14.9
---
Total taxes on income............................................. 32.9
---
---
Comprising:
Current taxes................................................... 32.3
Deferred taxes.................................................. 0.6
---
32.9
---
---
</TABLE>
12
<PAGE>
SMITHKLINE BEECHAM PLC ANIMAL HEALTH BUSINESS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
7. TAXES ON INCOME (CONTINUED)
The above charges reconcile with the applicable U.K. statutory corporation
tax rates as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
1994
%
-----------
<S> <C>
Statutory U.K. corporation tax rate............................... 33.0
Tax rate differences.............................................. 1.6
U.S. state taxes.................................................. 3.5
Losses............................................................ 5.6
Other, net........................................................ 0.6
---
Effective tax rate................................................ 44.3
---
---
</TABLE>
8. ACQUISITIONS
During 1994, the Business purchased certain rights from American Home
Products Corporation which comprise the majority of the L4.8 million intangible
asset additions for the year.
9. INVENTORIES
<TABLE>
<CAPTION>
DECEMBER 31
1994
LM
-----------
<S> <C>
Raw materials and consumables..................................... 15.8
Work in progress.................................................. 27.0
Finished goods and goods for resale............................... 37.9
---
80.7
---
---
</TABLE>
10. PREPAID EXPENSES AND OTHER CURRENT ASSETS
<TABLE>
<CAPTION>
DECEMBER 31
1994
LM
------------
<S> <C>
Prepaid pension obligation........................................ 2.4
Prepayments and accrued income.................................... 2.3
Other............................................................. 3.6
---
8.3
---
---
</TABLE>
13
<PAGE>
SMITHKLINE BEECHAM PLC ANIMAL HEALTH BUSINESS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
11. PROPERTY, PLANT AND EQUIPMENT
The properties of the Business were professionally valued at March 31, 1993
on the basis of open market value for their existing use or, in the case of
certain specialist properties, on a depreciated replacement cost basis by
Messrs. Jones Lang Wootton, Chartered Surveyors, London. The revalued amounts
have been included in the table set out below.
<TABLE>
<CAPTION>
DECEMBER 31
1994
LM
-----------
<S> <C>
Cost or valuation:
Freehold land and buildings..................................... 78.0
Plant, equipment and vehicles................................... 138.0
Construction-in-progress........................................ 15.8
-----
Total............................................................. 231.8
-----
Less accumulated depreciation:
Freehold buildings.............................................. 20.5
Plant, equipment and vehicles................................... 62.6
-----
Total............................................................. 83.1
-----
Net book value.................................................... 148.7
-----
-----
</TABLE>
The charge for depreciation was L11.4 million for the year ended December
31, 1994.
12. INTANGIBLE FIXED ASSETS
Intangible fixed assets, comprising primarily licenses and patents, were
stated at a cost of L16.3 million less accumulated amortization of L0.6 million
at December 31, 1994. The charge for amortization was L0.6 million for the year
ended December 31, 1994.
13. SHORT-TERM BORROWINGS
<TABLE>
<CAPTION>
DECEMBER 31
1994
LM
-----------
<S> <C>
Short-term loans.................................................. 8.6
Overdrafts........................................................ 12.8
---
21.4
---
---
</TABLE>
The weighted average interest rate related to such borrowings was 5.1%. The
carrying value of short-term borrowings is a reasonable estimate of fair value
based on the quoted market prices of these or similar instruments.
14. ACCRUED LIABILITIES
<TABLE>
<CAPTION>
DECEMBER 31
1994
LM
-----------
<S> <C>
Other taxes and social security................................... 4.1
Accruals.......................................................... 33.5
Other............................................................. 4.1
---
41.7
---
---
</TABLE>
Accruals include accruals for wages and salaries of L17.3 million.
14
<PAGE>
SMITHKLINE BEECHAM PLC ANIMAL HEALTH BUSINESS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
15. FINANCIAL INSTRUMENTS
In the normal course of business, SB plc, on behalf of the Business, entered
into a variety of financial instruments to reduce its risk associated with
fluctuations in foreign currencies. The counterparties to these instruments
consist of a large number of major international financial institutions.
Although the Business is potentially exposed to credit loss in the event of
non-performance by the counterparties to these instruments, such credit risk is
controlled through credit rating review of the counterparties, limiting the
total amount of agreements or contracts entered into with any one party and
other monitoring procedures.
All such financial instruments have matured, expired or were otherwise
closed out prior to December 31, 1994 and, as such, no deferred balances are
included in the combined balance sheet at December 31, 1994. The purpose of the
Business' foreign currency hedging activities was to protect the Business from
the risk that the eventual pound sterling net cash inflows resulting from the
sale of products to foreign customers and purchases from foreign suppliers will
be adversely affected by changes in exchange rates, and also to manage the
exposure of the Business' balance sheet to foreign exchange risk. Refer to Note
5 for a geographical analysis of the Business' net sales and total assets.
Hedging gains attributable to the Business for the year ended December 31, 1994
were L0.5 million.
The Business does not believe it is exposed to any material concentrations
of credit risk.
The carrying value of cash and short-term deposits is a reasonable estimate
of fair value. The Business places its cash and short-term deposits with high
credit, quality financial institutions. The estimated fair value of short-term
deposits approximates its carrying value based on the quoted market prices of
these or similar instruments.
16. DEFERRED TAXES
<TABLE>
<CAPTION>
DECEMBER 31
1994
LM
-----------
<S> <C>
Amounts included in the accounts:
Other post-retirement benefits.................................. 3.7
Other timing differences (net).................................. 12.1
---
Total deferred taxes.............................................. 15.8
---
---
Potential recoveries (liabilities) not provided in the accounts:
Losses.......................................................... 2.9
Unrealized profit in inventory.................................. (2.0)
Other timing differences, net................................... 3.2
---
4.1
---
---
</TABLE>
17. CONTINGENT LIABILITIES
The Business is involved in various legal and administrative proceedings
considered normal to its business, including suits claiming damages as a result
of the use of the Business' products and services and other matters.
SB plc's management is of the opinion that, while the outcome of the
litigation and proceedings cannot be predicted with any certainty, the ultimate
liability over and above any accrual made in the accounts, if any, should not
have a material adverse effect on the Business' financial condition, results of
its operations or its liquidity.
15
<PAGE>
SMITHKLINE BEECHAM PLC ANIMAL HEALTH BUSINESS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
18. COMMITMENTS
The Business has various purchase commitments for materials, supplies and
property, plant and equipment items to be used in its normal operations. In the
aggregate, such commitments are not at prices in excess of current market value.
19. LEASES
The Business had commitments under operating leases principally in respect
of land and buildings summarized as follows:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31 LM
------------- ---
<S> <C>
1995....................................................................... 3.3
1996....................................................................... 1.9
1997....................................................................... 0.2
1998....................................................................... 0.1
1999....................................................................... 0.1
2000 and thereafter........................................................ 0.1
---
5.7
---
---
</TABLE>
Operating lease rentals amounted to L4.3 million in 1994.
20. RETIREMENT BENEFITS
PENSIONS
The Business participates in SB plc pension plans throughout the world
covering the majority of employees. These plans are devised in accordance with
local conditions and practices in the country concerned and include defined
contribution and benefit schemes. The assets of the plans are generally held in
a separately administered trust or are insured. Pension plan assets are managed
by independent professional investment managers. The U.S. employees of the
Business participate in the SB plc defined benefit plan in the U.S.
It is the policy of SB plc that none of the assets of the funds are invested
directly or indirectly in any SB plc company. The contributions to the plans are
assessed in accordance with independent actuarial advice mainly using the
projected unit credit method.
The total pension cost for the Business was L3.2 million for the year ended
December 31, 1994. These costs are not necessarily indicative of actual pension
costs that the Business may have incurred as an independent business.
OTHER POST-RETIREMENT BENEFITS
In addition to pension benefits, approximately 1,550 of the Business' active
employees in the U.S. become eligible for certain healthcare and life insurance
benefits upon retirement. The amount charged to the combined income statement of
the Business for the year ended December 31, 1994 for these items was L1.6
million. These costs are not necessarily indicative of actual costs that the
Business may have incurred as an independent business.
16
<PAGE>
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED DECEMBER 31, 1994
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
PFIZER INC. SBAH ADJUSTMENTS COMBINED
----------- ------ ----------- ---------
<S> <C> <C> <C> <C> <C>
Net sales................................. $ 8,281.3 $644.4 $ 8,925.7
Costs and expenses
Cost of sales........................... 1,918.6 245.1 2,163.7
Selling, informational and
administrative expenses................ 3,250.8 223.2 3,474.0
Research and development expenses....... 1,139.4 60.7 1,200.1
Other deductions -- net................. 111.0 13.9 (4) $118.0 242.9
----------- ------ ----------- ---------
Income before provision for taxes on
income and minority interests............ 1,861.5 101.5 (118.0) 1,845.0
Provision for taxes on income............. 558.5 46.9 (4) (37.9) 567.5
Minority interests........................ 4.6 (.9) 3.7
----------- ------ ----------- ---------
Net income................................ $ 1,298.4 $ 55.5 $(80.1) $ 1,273.8
----------- ------ ----------- ---------
----------- ------ ----------- ---------
Earnings per common share
Net income.............................. $ 4.19 $ 4.11
----------- ---------
----------- ---------
Weighted average common shares and common
share equivalents outstanding............ 310.2 310.2
----------- ---------
----------- ---------
</TABLE>
See accompanying notes to pro forma condensed combined financial statements.
17
<PAGE>
PRO FORMA CONDENSED COMBINED BALANCE SHEET (UNAUDITED)
DECEMBER 31, 1994
(IN MILLIONS)
ASSETS
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
PFIZER INC. SBAH ADJUSTMENTS COMBINED
----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Current assets
Cash and cash equivalents................................ $ 1,458.5 $ 32.0 (2) $ (25.4) $ 1,465.1
Short-term investments................................... 560.1 560.1
Accounts receivable...................................... 1,665.0 122.8 1,787.8
Inventories.............................................. 1,264.9 125.9 (3) 25.4 1,416.2
Prepaid expenses, taxes and other current assets......... 839.9 11.5 (2) (2.0) 849.4
----------- --------- ----------- -----------
Total current assets................................... 5,788.4 292.2 (2.0) 6,078.6
Long-term loans and marketable securities.................. 724.3 724.3
Property, plant and equipment, less accumulated
depreciation.............................................. 3,073.2 228.9 (3) 28.4 3,330.5
Goodwill, less accumulated amortization.................... 325.7 414.0 (3) 358.3 1,098.0
Other assets, deferred taxes and deferred charges.......... 1,186.9 51.6 (2) (27.9) 1,465.5
(3) 254.9
----------- --------- ----------- -----------
Total assets........................................... $ 11,098.5 $ 986.7 $ 611.7 $ 12,696.9
----------- --------- ----------- -----------
----------- --------- ----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings.................................... $ 2,220.0 $ 33.4 (1) $ 1,409.6 $ 3,676.4
(2) 13.4
Accounts payable......................................... 524.9 29.0 553.9
Other current liabilities................................ 2,081.0 97.5 (1) 66.7 2,194.0
(2) (51.2)
----------- --------- ----------- -----------
Total current liabilities.............................. 4,825.9 159.9 1,438.5 6,424.3
Long-term debt............................................. 604.2 604.2
Other non-current liabilities.............................. 1,305.7 38.5 (2) (38.5) 1,305.7
Minority interests......................................... 38.8 38.8
----------- --------- ----------- -----------
Total liabilities........................................ 6,774.6 198.4 1,400.0 8,373.0
----------- --------- ----------- -----------
Shareholders' Equity
Common Stock............................................. 34.0 34.0
Additional paid-in capital............................... 651.4 651.4
Retained earnings........................................ 5,944.5 788.3 (2) 21.0 5,944.5
(3) (809.3)
Currency translation adjustment and other................ 196.0 196.0
Employee benefit trust................................... (749.3) (749.3)
Common stock in treasury................................. (1,752.7) (1,752.7)
----------- --------- ----------- -----------
Total shareholders' equity............................... 4,323.9 788.3 (788.3) 4,323.9
----------- --------- ----------- -----------
Total liabilities and shareholders' equity............. $ 11,098.5 $ 986.7 $ 611.7 $ 12,696.9
----------- --------- ----------- -----------
----------- --------- ----------- -----------
</TABLE>
See accompanying notes to pro forma condensed combined financial statements.
18
<PAGE>
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
(1) To record the financing of the SmithKline Beecham Animal Health ("SBAH")
acquisition through the issuance of $1,409.6 million of commercial paper and
liabilities incurred of $66.7 million as a direct result of the acquisition
for a total preliminary purchase price of $1,476.3 million.
(2) To reflect preliminary adjustment for assets and liabilities relating to the
historical SBAH business which were not purchased under the transaction.
(3) To reflect preliminary purchase accounting fair value adjustments and to
eliminate Pfizer's investment in SBAH.
<TABLE>
<CAPTION>
(IN MILLIONS)
<S> <C>
Inventories..................................................... $ 25.4
Property, plant and equipment................................... 28.4
Goodwill........................................................ 772.3
Other assets (intangibles)...................................... 254.9
-------------
Total fair value adjustments.................................. 1,081.0
Carrying amount of net assets acquired........................ 395.3
-------------
Investment in SBAH.......................................... $1,476.3
-------------
-------------
</TABLE>
The investment in SBAH was based on the cash consideration paid and
liabilities incurred, however, the contract provides that certain additional
payments or receipts may be made. Such amounts are not expected to be material
and have not been reflected herein. The effect of such additional payments or
receipts would be an increase or decrease in goodwill.
(4) The following pro forma adjustments have been incorporated into the pro
forma condensed combined statement of income:
<TABLE>
<CAPTION>
(IN MILLIONS)
<C><S> <C>
(a) Increase in amortization expense related to goodwill assuming
a 40-year amortization period................................ $19.3
(b) Increase in amortization expense resulting from fair value
adjustment for intangibles over periods ranging from 10 to 40
years........................................................ 14.1
(c) Increase in interest expense due to increase in commercial
paper at a rate of 6% used to finance the purchase
transaction.................................................. 84.6
-----
118.0
(d) Tax effect on above items at 35%............................. 37.9
-----
$80.1
-----
-----
</TABLE>
(5) The allocation of the purchase price resulted in an increase in inventories
of $25.4 million which would increase cost of sales. This non-recurring
adjustment has not been reflected in the pro forma condensed combined
statement of income.
19
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated
April 18, 1995 on the combined financial statements of the SmithKline Beecham
Animal Health Business, which appears on page 1 of the amendment to the Current
Report on Form 8-K/A of Pfizer Inc. dated May 10, 1995 in the Prospectus dated
December 27, 1972, as supplemented February 6, 1973, of Pfizer Inc., filed under
the Securities Act of 1933 on Registration Statement Form S-16 dated October 27,
1972 (File No. 2-46157), as amended, in the Prospectus dated June 14, 1979, of
Pfizer Inc., in the Registration Statement on Form S-16 dated April 26, 1979
(File No. 2-64610), as amended, in the Registration Statement on Form S-15 dated
December 13, 1982 (File No. 2-80884), as amended, in the Registration Statement
on Form S-8 dated October 27, 1983 (File No. 2-87473), as amended, in the
Registration Statement on Form S-8 dated March 22, 1990 (File No. 33-34139), in
the Registration Statement on Form S-8 dated January 24, 1991 (File No.
33-38708), in the Registration Statement on Form S-3 dated June 26, 1991 (File
No. 33-41367), as amended, in the Registration Statement on Form S-8 dated
November 18, 1991 (File No. 33-44053), in the Registration Statement on Form S-3
dated May 27, 1993 (File No. 33-49629), in the Registration Statement on Form
S-8 dated May 27, 1993 (File No. 33-49631), in the Registration Statement on
Form S-8 dated May 19, 1994 (File No. 33-53713), in the Registration Statement
on Form S-8 dated October 5, 1994 (File No. 33-55771), in the Registration
Statement on Form S-3 dated November 14, 1994 (File No. 33-56435), in the
Registration Statement on Form S-8 dated December 20, 1994 (File No. 33-56979)
and in the Registration Statement on Form S-4 dated February 14, 1995 (File No.
33-57709).
PRICE WATERHOUSE COOPERS & LYBRAND
London, England London, England
May 9, 1995
