<PAGE>
REGISTRATION NO. 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
450 5TH STREET N.W.
WASHINGTON, D.C. 20549
----------------
FORM S-8
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 (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
235 EAST 42ND STREET
NEW YORK, NEW YORK 10017-5755
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
----------------
PFIZER SEIYAKU EMPLOYEE STOCK OWNERSHIP PLAN
(FULL TITLE OF THE PLAN)
TERENCE J. GALLAGHER, ESQ.
PFIZER INC.
235 EAST 42ND STREET
NEW YORK, NEW YORK 10017-5755
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(212) 573-2323
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.05 par value ... 600,000 shs. $67.75 $40,650,000 $14,017.24
</TABLE>
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- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices of
Pfizer Inc. Common Stock for New York Stock Exchange Composite
Transactions on March 28, 1996, as reported in The Wall Street Journal.
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<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Annual Report of Pfizer Inc. (the "Company") on Form 10-K for the year
ended December 31, 1995, all other reports filed thereafter by the Company
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 and
the description of the Company's common stock ("Common Stock") contained in
the Pfizer Inc. Registration Statement filed pursuant to Section 12 of the
Securities Exchange Act of 1934, and any amendment or report filed for the
purpose of updating such description, are incorporated herein by reference.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Experts: Not applicable.
Counsel: The validity of the securities offered hereby has been passed upon
by Terence J. Gallagher, Esq., Vice President, Corporate Governance and
Assistant Secretary for the Company. Mr. Gallagher also beneficially owns
certain securities of the Company, including Common Stock and options to
purchase Common Stock granted under the Pfizer Inc. Stock and Incentive Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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 or 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.
Pursuant to Article V, Section 1 of its By-Laws, the Registrant shall
indemnify directors and officers to the fullest extent permitted by applicable
law as it presently exists or may hereinafter be amended. The Company is
insured against actions taken pursuant to its By-Laws and the directors and
officers are insured directly at the Company's expense against such
liabilities for which indemnification is not made. The Company has entered
into agreements with its directors and certain of its officers requiring the
Company to indemnify such persons to the fullest extent permitted by the
Company's By-Laws.
II-1
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
EXHIBIT
4 Pfizer Seiyaku Employee Stock Ownership Plan.
5 Opinion of Counsel re legality.
23(a) Consent of Counsel is included within Exhibit 5.
23(b) Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
ITEM 9. UNDERTAKINGS
The Company 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.
(2) that, for purposes 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.
(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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
II-2
<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-8 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 28TH DAY OF
MARCH, 1996.
Pfizer Inc.
(Registrant)
/s/ William C. Steere, Jr.
By ______________________________________
William C. Steere, Jr., Chairman of
the Board, Chief Executive Officer
(Principal Executive Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ William C. Steere, Jr. Chairman of the Board, March 28, 1996
- ------------------------------- Chief Executive Officer,
William C. Steere, Jr. Director (Principal
Executive Officer)
/s/ David L. Shedlarz Vice-President Finance March 28, 1996
- ------------------------------- and Chief Financial
David L. Shedlarz Officer (Principal
Financial Officer)
/s/ Herbert V. Ryan Controller (Principal March 28, 1996
- ------------------------------- Accounting Officer)
Herbert V. Ryan
Director March , 1996
- -------------------------------
M. Anthony Burns
/s/ Grace J. Fippinger Director March 28, 1996
- -------------------------------
Grace J. Fippinger
/s/ George B. Harvey Director March 28, 1996
- -------------------------------
George B. Harvey
II-3
<PAGE>
SIGNATURE TITLE DATE
/s/ Constance J. Horner Director March 28, 1996
- -------------------------------
Constance J. Horner
/s/ Stanley O. Ikenberry Director March 28, 1996
- -------------------------------
Stanley O. Ikenberry
/s/ Thomas G. Labrecque Director March 28, 1996
- -------------------------------
Thomas G. Labrecque
/s/ James T. Lynn Director March 28, 1996
- -------------------------------
James T. Lynn
Director March , 1996
- -------------------------------
Paul A. Marks
/s/ Edmund T. Pratt, Jr. Director March 28, 1996
- -------------------------------
Edmund T. Pratt, Jr.
Director March , 1996
- -------------------------------
Franklin D. Raines
/s/ Felix G. Rohatyn Director March 28, 1996
- -------------------------------
Felix G. Rohatyn
/s/ Jean-Paul Valles Director March 28, 1996
- -------------------------------
Jean-Paul Valles
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
- -------
<S> <C>
4 Pfizer Seiyaku Employee Stock Ownership Plan
5 Opinion of Counsel re legality
23(a) Consent of Counsel is included within Exhibit 5
23(b) Consent of KPMG Peat Marwick LLP, independent certified public accountants
</TABLE>
<PAGE>
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
----------------
PROSPECTUS
PFIZER INC.
----------------
PFIZER SEIYAKU EMPLOYEE STOCK OWNERSHIP PLAN
----------------
Pfizer Inc., through its subsidiary, Pfizer Seiyaku Co., Ltd., is offering
shares of its common stock pursuant to the Pfizer Seiyaku Employee Stock
Ownership Plan, as set forth herein, to eligible employees of Pfizer Seiyaku
Co., Ltd.
Pfizer Inc.'s Common Stock is listed on the
New York Stock Exchange
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
----------------
The date of this Prospectus is March 29, 1996
<PAGE>
Pfizer Inc. (the "Company") is subject to the informational requirements of
the Securities and Exchange Act of 1934 and in accordance therewith files
reports and other information with the Securities and Exchange Commission.
Reports, proxy statements and other information filed by the Company with the
Securities and Exchange Commission can be inspected and copied at prescribed
rates at the public reference facilities maintained by the Commission in
Washington, D.C. at Room 1024, 450 Fifth Street N.W., Washington, D.C. 20549
and at the following Regional offices: 7 World Trade Center, Suite 1300, New
York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. The Company's securities are listed on the New York Stock
Exchange and reports, proxy statements and other information concerning the
Company can be inspected at the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, in connection
with the offer contained herein and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor the sale hereunder shall
under any circumstances create any implication that there has been no change
in the affairs of the Company since the date hereof.
Any person receiving a copy of this Prospectus may obtain without charge,
upon request, a copy of any of the documents incorporated by reference herein,
except for the exhibits to such documents. Requests should be directed to
Terence J. Gallagher, Vice President, Corporate Governance and Assistant
Secretary, Pfizer Inc., 235 East 42nd Street, New York, New York 10017, (212)
573-2323.
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
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PAGE
----
<S> <C>
General Information........................................................ 4
The Plan................................................................... 4
Participation in the Plan................................................. 4
Employee Contributions.................................................... 4
Employer Contributions.................................................... 5
Full Withdrawal........................................................... 5
Partial Withdrawal........................................................ 5
Assignment of Interest.................................................... 5
Vesting of Employer Contributions......................................... 5
Suspension of Contributions............................................... 5
Administration of the Plan................................................ 5
Administration and Investment of the Plan's Fund.......................... 5
Account Reports........................................................... 6
Liens on the Plan's Fund.................................................. 6
Voting.................................................................... 6
Forms..................................................................... 6
Termination and Extension of the Plan..................................... 6
Other Matters............................................................. 6
Tax Considerations......................................................... 6
Information Incorporated by Reference...................................... 7
Legal Opinion.............................................................. 7
Experts.................................................................... 7
</TABLE>
3
<PAGE>
GENERAL INFORMATION
This Prospectus relates to the Pfizer Seiyaku Employee Stock Ownership Plan,
sponsored by Pfizer Seiyaku Co., Ltd., P.O. Box 226 Mitsui Building, Shinjuku-
ku, Tokyo 160 Japan, a subsidiary of Pfizer Inc., a Delaware corporation
having its principal office at 235 East 42nd Street, New York, New York 10017,
telephone number (212) 573-2323. The Pfizer Seiyaku Employee Stock Ownership
Plan is hereinafter referred to as the "Plan."
The parties to the Plan are Pfizer Seiyaku Co., Ltd. ("Pfizer Seiyaku") and
all employees of Pfizer Seiyaku who elect to participate in the Plan. Nomura
Securities Co., Ltd., 9-1 1-Chome, Nihonbashi-chuo-ku, Tokyo, 103 Japan,
(hereinafter "Nomura") acts as Manager for the Plan ("Manager").
The purpose of the Plan is to help eligible employees build financial assets
by affording them the opportunity to make regular savings and investments
through payroll deductions in order to provide the opportunity for additional
security at retirement and also to provide them with a proprietary interest in
the continued growth and prosperity of the Company.
This Prospectus is not available for resale of the securities described
herein by any persons who are "affiliates" of the Company, as that term is
defined in Rule 405 under the Securities Act of 1933. Such resales may be made
pursuant to Rule 144 under such Act. In addition, the provisions of Section
16(b) of the Securities Exchange Act of 1934 may also be a consideration in
resale decisions by persons who are subject to such Section in respect of the
securities described herein.
THE PLAN
The following statements include summaries of certain provisions of the
Plan, and references to the Agreement between the Pfizer Seiyaku Employee
Stock Ownership Association (hereinafter "Association") and the Manager,
providing for the administration of the investment fund established under the
Plan. These statements do not purport to be complete and are qualified in
their entirety by reference to the provisions of the Plan, and the Agreement,
copies of which are available for examination at the principal office of the
Company and at the office of the Securities and Exchange Commission,
Washington, D.C.
The Plan is not subject to the Employee Retirement Income Security Act of
1974 ("ERISA"), pursuant to Title I, part 3, Section 4(b).
Participation in the Plan: All persons in the regular service of Pfizer
Seiyaku have been designated as eligible to participate in the Plan.
Participation in the Plan is entirely voluntary. An eligible employee may
become a member of the Plan by filing, between May 1 and May 31 of any year, a
letter with the Association authorizing Pfizer Seiyaku to make payroll
deductions, as provided in the Plan.
Employee Contributions: Each eligible employee who elects to participate in
the Plan contributes, through regular payroll deductions, a portion of his
regular earnings during the payroll period.
Those directors and employees who are annually compensated may make monthly
contributions to the Plan in amounts equal to no greater than 5% of 1/12 of
their annual compensation, except that such amounts shall not include any
bonus payments. Contributions amounting to one thousand yen ((Yen) 1000) are
hereinafter referred to as a "Unit." The number of Units shall be
predetermined by the director or the employee.
All other employees may contribute each month, upon receipt of salary, an
amount equal to no greater than 5% of their base monthly salary, equivalent to
the value of Units as are predetermined by the employee. With respect to bonus
payments, employees may contribute up to three times the value of such number
of Units at the time they receive bonus payments, if any. Contributions from
bonuses are optional. The minimum contribution shall be five (5) Units per
month. The employee shall choose the number of Units to be contributed,
subject to the minimum and maximum restrictions imposed by the Plan.
4
<PAGE>
Employee contributions are remitted to the Manager of the Plan on the day
when made, and are invested in shares of the Company's common stock (the
"Shares") by the Manager within three (3) business days after remittance.
A member may change the amount of his deduction at any time prior to May 31
of each year for contributions effective the following June, or prior to
November 30 of each year for contributions effective the following December.
Employer Contributions: Pfizer Seiyaku contributes monthly an amount equal
to seventeen and six-tenths per cent (17.6%) of the total contributions made
by its employees as grants-in-aid to the Plan up to an individual employee
level of 20 Units per month ((Yen)20,000/mo) and/or 60 Units from bonuses
((Yen)60,000/yr). Such contributions are allocated within three (3) business
days to the account of each such participating employee.
The portion of the employee's contribution that exceeds 20 Units per month
and/or 60 Units per year from bonuses will not receive the 17.6% grant-in-aid.
Full Withdrawal: A member wishing to withdraw his account in full may do so
at any time. The member is entitled to receive the Shares attributable to his
contributions plus the Shares attributable to Pfizer Seiyaku's contributions.
The member shall receive the cash value of any fractional share, less
brokerage commission and applicable transfer taxes.
A member who has made a full withdrawal from the Plan is ineligible to
participate in the Plan thereafter.
Upon full withdrawal, a member may sell his Shares through the Association
and the member shall bear all related costs.
An employee who terminates employment with Pfizer Seiyaku shall
automatically be fully withdrawn from the Plan.
Partial Withdrawal: When the equity holdings of a member exceed 50 Shares, a
member may make a partial withdrawal from the Plan at any time in an amount
not less than 50 Shares per withdrawal upon application to the President of
the Association. Upon partial withdrawal, a member may sell his Shares through
the Association and the member shall bear all related costs.
Assignment of Interest: The Plan provides that the benefits payable to a
member under the Plan may not be transferred or hypothecated.
Vesting of Employer Contributions: A member's interest in the grants-in-aid
contributed by Pfizer Seiyaku will be fully vested upon allocation of such
contributions to his account.
Suspension of Contributions: Upon written notification to the President of
the Association, a member may suspend his contributions at any time. A member
suspending his contributions under the Plan may recommence contributions at
any time upon written notification to the President of the Association.
Administration of the Plan: The Plan is administered by the President of the
Association, who is appointed by the Board of Directors of the Association.
The directors serve for a one-year term without compensation for such service.
The directors are elected by the members.
Administration and Investment of the Plan's Fund: The Association has
entered into an Agreement with Nomura that provides that Nomura shall act as
Manager for the Plan. The functions of the Manager are to: receive
contributions from participating employees and Pfizer Seiyaku; use those
contributions to purchase Company common stock; allocate all earnings of the
common stock appropriate to the account of each member; handle the sale of
such stock as requested by members in accordance with the terms of the Plan;
and give each member a report semi-annually of the status of his account.
5
<PAGE>
The securities are purchased by the Manager on the open market at the
prevailing market price. All earnings of the Plan's fund, including dividends,
and stock splits, less all taxes levied or assessed against the Plan's fund,
are re-invested by the Manager in additional shares of the Company's common
stock. The compensation and expenses of the Manager and the administrative
expenses incurred in operating the Plan (except the costs of settling a
member's account upon full or partial withdrawal, which shall be borne by such
member) are borne by Pfizer Seiyaku.
Account Reports: Each member shall receive on a semi-annual basis a report
describing the status of his account.
Liens on the Plan's Fund: Under the Plan and contracts in connection
therewith, no person has or may create a lien on the fund established pursuant
to the Plan.
Voting: Members of the Plan may instruct the Association's Board of
Directors how to vote their interest in their Shares at all Shareholders'
Meetings of the Company. The Board of Directors shall then inform the
President of the Association of the member's instructions, and the President
shall so inform Nomura. The Shares for which no instructions have been so
received by the Board of Directors shall be voted in accordance with the
recommendations of the Company's Board of Directors as set forth in the proxy
material issued by management. Relevant material transmitted to shareholders
in connection with all matters to be voted upon at any Shareholders' Meeting
is transmitted to members of the Plan.
Forms: All notices and applications by members to the President of the
Association shall be made on a form to be prescribed by the President.
Termination and Extension of the Plan: Although Pfizer Seiyaku expects to
continue the Plan indefinitely, Pfizer Seiyaku may at any time amend, suspend
or discontinue the Plan in whole or in part. However, no part of the fund
established pursuant to the Plan, except any such part as is required to pay
brokerage fees, commissions, stock transfer taxes, and any other taxes on the
assets or income on the funds, shall ever be used for, or diverted to,
purposes other than for the exclusive benefit of the members of the Plan. Upon
termination of the Plan in whole or in part, each member affected thereby
shall receive the full value of his Shares in the Fund as though he had
retired on the date of such termination. No part of the assets in the fund
established pursuant to the Plan will at any time revert to Pfizer Seiyaku or
the Company.
Other Matters: In the event of a reclassification, recapitalization, merger,
consolidation, reorganization, stock split, stock dividend, cash dividend,
combination or exchange of shares, repurchase of shares or any similar change
in the corporate structure of the Company, which in the judgment of the
Association materially affects the value of the shares of the Company's Common
Stock, the Association may determine the appropriate adjustments, if any, to
the number of shares of such Common Stock that may be offered or issued by the
Plan.
TAX CONSIDERATIONS
1. U.S. Tax Considerations
The Company is not subject to any federal income tax liability as a result
of the operation of the Plan. Pursuant to the U.S.-Japan income tax treaty,
dividend income remitted to Japanese employees is subject to a 15% withholding
tax. In addition, capital gains derived from the sale of securities are not
subject to tax unless the employee is a citizen or resident of the U.S. or has
established a substantial presence in the U.S.
2. Japanese Tax Considerations
Pfizer Seiyaku's contributions to the Plan and administrative costs are tax
deductible expenses in Japan and are treated as taxable income to the
employees. Capital gains are subject to income tax and to a local inhabitant
tax at a total rate of 26%.
6
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995 and all other reports filed thereafter pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 since December 31, 1995 are
incorporated herein by reference. All documents subsequently filed by the
Company and the Plan pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the prospectus and to be a part thereof from the
date of filing of such documents.
LEGAL OPINION
The validity of the securities offered hereby has been passed upon by
Terence J. Gallagher, Vice President, Corporate Governance and Assistant
Secretary for the Company.
EXPERTS
The consolidated financial statements and schedule of the Company as of
December 31, 1995, 1994 and 1993, and for each of the years then ended, have
been incorporated by reference herein and in the registration statement in
reliance upon the reports 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.
7
<PAGE>
EXHIBIT 5
March 29, 1996
Pfizer Inc.
235 East 42nd Street
New York, New York 10017-5755
Pfizer Inc.:
I refer to the Registration Statement on Form S-8 to be filed by you on or
about March 29, 1996 with the Securities and Exchange Commission, relating to
600,000 shares of Common Stock, $.05 par value, of Pfizer Inc. (the
"Company"), to be made available for issuance under the Pfizer Seiyaku
Employee Stock Ownership Plan (the "Plan").
It is my opinion that:
All necessary corporate proceedings have been duly taken to authorize the
issuance of the aforesaid shares under the Plan, and all such shares, upon
issuance in accordance with the terms of the Plan and upon full payment in
cash for such shares issued, 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 relating thereto. 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,
/s/ Terence J. Gallagher
TERENCE J. GALLAGHER
<PAGE>
EXHIBIT 23(b)
ACCOUNTANTS' CONSENT
The Board of Directors
Pfizer Inc.:
We consent to the use of our audit reports incorporated herein by reference
dated February 22, 1996 on the consolidated financial statements and March 28,
1996 on the consolidated financial statement schedule as of December 31, 1995,
1994 and 1993, and for each of the years then ended, and to the reference to
our firm under the heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
New York, New York
March 29, 1996
