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RULE NO. 424(b)(3)
REGISTRATION NO. 33-56435
PFIZER INC.
SHAREHOLDER INVESTMENT PROGRAM
You should read this Prospectus carefully so you will know how the Program
works and then retain it for future reference.
Neither the Securities and Exchange Commission nor any state securities
regulators have determined if this Prospectus is accurate or adequate. Any
representation to the contrary is a criminal offense.
Prospectus Supplement dated
October 31, 1997 restating the
LOGO PFIZER Prospectus dated November 14, 1994
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TABLE OF CONTENTS
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PAGE
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Pfizer Inc. Shareholder Investment Program................................. 1
Pfizer Inc................................................................. 2
Inquiries: Pfizer Shareholder Services..................................... 2
The Program
Summary of the Program.................................................... 3
Enrollment................................................................ 4
Investment Options:
Dividend Reinvestment.................................................... 4
Optional Cash Investments................................................ 5
Source of Pfizer Shares................................................... 6
Pricing of Pfizer Shares.................................................. 6
Purchase of Shares for the Program........................................ 6
Sale of Shares for the Program............................................ 6
Safekeeping of Your Stock Certificates and Book-Entry..................... 7
Issuance of Certificates.................................................. 7
Charges and Expenses...................................................... 8
Tracking Your Investments................................................. 8
Terminating Your Program Account.......................................... 9
Miscellaneous
Where You Can Find More Information About Pfizer.......................... 9
Stock Splits, Stock Dividends and Other Distributions..................... 10
Voting of Proxies......................................................... 10
Responsibility of Pfizer Inc.............................................. 10
Legal Matters............................................................. 11
Change or Termination..................................................... 11
Foreign Participation..................................................... 11
Independent Public Accountants............................................ 11
Text of the Program....................................................... 12
Terms and Conditions for Participation in the Program...................... 13
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PFIZER INC.
SHAREHOLDER INVESTMENT PROGRAM
This Prospectus describes the Pfizer Inc. Shareholder Investment Program as
revised effective October 31, 1997. If you currently participate in Pfizer's
Shareholder Investment Program, you will automatically be enrolled in the
revised Program without any further action on your part.
You must be a current record shareholder of Pfizer to participate in the Pro-
gram.
The Program promotes long-term ownership in Pfizer Inc. by offering its record
shareholders:
. A simple and expense-free way to increase your holdings in shares of
Pfizer common stock by reinvesting your cash dividends; and
. The opportunity to purchase additional shares by making optional cash
investments.
The revised Program will allow you to make optional cash investments through
automatic monthly withdrawals from your bank account. The minimum amount for
any optional cash investment is being increased to $50. However, you will no
longer have to delay making an optional cash investment until you have
reinvested dividends under the Program. You will be charged $20 for any
optional cash investment that is rejected due to insufficient funds.
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PFIZER INC.
Pfizer is a research-based, global health care company. It discovers, develops,
manufactures and sells innovative technology-intensive products in three busi-
ness segments:
. Health Care, which includes a broad range of prescription pharmaceuticals,
orthopedic implants, medical devices and surgical equipment;
. Animal Health, which includes animal health products and feed supplements;
and
. Consumer Health Care, which includes a variety of nonprescription drugs
and personal care products.
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.
You should rely only on the information incorporated by reference or provided
in this Prospectus or in any prospectus supplement. Pfizer has authorized no
one to provide you with different information. Pfizer is not making an offer to
sell stock in any state or country where the offer is not permitted. You should
not assume that the information in this Prospectus or any prospectus supplement
is accurate as of any date other than the date on the front of the document.
INQUIRIES: PFIZER SHAREHOLDER SERVICES
For information about the Pfizer Inc. Shareholder Investment Program, please
contact:
Shareholder Services Department
Pfizer Inc.
235 East 42nd Street
New York, New York 10017
1-800-733-9393
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SUMMARY OF THE PROGRAM
. ENROLLMENT: Pfizer record shareholders can participate in the
Program by submitting a completed authorization form. You may
obtain authorization forms from Pfizer Shareholder Services. If
your shares are held in a brokerage account, you may participate
by registering one or more of your shares in your name. No
action is required if you are already participating in the
Program.
. REINVESTMENT OF DIVIDENDS: You can reinvest your cash
dividends on all or a portion of your Pfizer shares toward the
purchase of additional shares of Pfizer stock without paying
fees.
. OPTIONAL CASH INVESTMENTS: After you are enrolled in the
Program, you can buy additional shares of Pfizer stock without
paying fees. You can invest a minimum of $50 up to a maximum of
$10,000 in any one calendar month. You can pay by check or have
your payment automatically withdrawn monthly from your bank
account. You will be charged $20 for any optional cash
investment that is rejected due to insufficient funds.
. FRACTIONAL SHARES: Pfizer pays dividends on both whole shares
and fractional shares and will credit your Program account with
dividends on both your whole and fractional shares.
. SAFEKEEPING OF CERTIFICATES: You can deposit your Pfizer stock
certificates with Pfizer Shareholder Services for safekeeping at
no cost to you. This feature of the Program only applies to
certificates for shares on which you are having the dividends
reinvested under the Program. A certificate for your shares will
be sent to you, free of charge, upon request.
. SELL SHARES CONVENIENTLY: If you choose to sell the Pfizer
stock held in your Program account, Pfizer will sell the shares
at no cost to you.
. TRACKING YOUR INVESTMENT: You will receive a statement of your
Program account transactions at least quarterly. Statements
provide the details of the transactions and show the share
balance in your Program account.
Because this is a summary, it does not contain all the
information that may be important to you. You should read the
entire Prospectus carefully before you decide to participate in
the Program.
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ENROLLMENT
You may participate in the Program if you follow the requirements outlined
below. If you live outside the U.S., you should first determine if there are
any governmental regulations that would prohibit your participation in the
Program.
. If you already own Pfizer Stock and the shares are registered in your name,
you may join the Program by returning a completed authorization form to Pfizer
Shareholder Services. If you have been participating in the Program, you need
not send in an authorization form or take any other action unless you want to
make a change.
. If your shares are held in a brokerage, bank or other intermediary account,
direct your broker, bank, or trustee to register one or more of your Pfizer
shares directly in your name. You can then get started in the Program by re-
turning a completed authorization form to Pfizer Shareholder Services.
. If you do not currently own any Pfizer stock, you cannot join the Program
until you acquire one or more Pfizer shares outside the Program. Pfizer stock
is publicly traded and may be purchased through your broker.
Pfizer Shareholder Services will furnish an authorization form to you upon
request.
INVESTMENT OPTIONS
You have the following choices under the Program:
. Dividend reinvestment: You can choose to reinvest all or a portion of the
regular cash dividends paid on your Pfizer shares toward the purchase of
additional Pfizer stock. You can change your dividend reinvestment election by
notifying Pfizer Shareholder Services.
For a particular dividend to be reinvested, your notification must be received
prior to the record date for that dividend. The record date is normally about
five or six weeks prior to the payment date. For example, if the record date
for a dividend to be paid on June 12 is May 9, your notification must be re-
ceived by Pfizer prior to May 9 in order for your June 12 dividend payment to
be reinvested.
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You must choose one of the following when completing the authorization form:
FULL DIVIDEND REINVESTMENT: Additional shares will be purchased
for you by reinvesting the cash dividends on all the shares
registered in your name.
PARTIAL DIVIDEND REINVESTMENT: Additional shares will be
purchased for you by reinvesting the cash dividends on the
number of full shares registered in your name that you specify.
. Optional Cash Investments: You can purchase additional shares of Pfizer stock
by using the Program's optional cash investment feature. You must invest at
least $50 at any one time and cannot invest more than a total of $10,000 in a
calendar month. Interest will not be paid on amounts held pending investment.
There are two ways that you may make optional cash investments:
BY CHECK OR MONEY ORDER: You may send a check or money order
payable to Pfizer Inc. in U. S. dollars. Do not send cash. To
facilitate processing of your investment, please use the
transaction stub of your Program account statement. Mail your
investment and transaction stub to the address specified on the
statement.
BY AUTOMATIC WITHDRAWAL FROM YOUR BANK ACCOUNT: If you wish to
make regular monthly purchases, you can authorize an automatic
monthly withdrawal from your bank account. This feature enables
you to make ongoing investments without writing a check. Funds
will be deducted from your account three business days before
the last business day of each month. Please allow four to six
weeks for the first automatic monthly withdrawal to be
initiated. You must notify Pfizer Shareholder Services in
writing to change or terminate automatic withdrawal.
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SOURCE OF PFIZER SHARES
Pfizer shares needed to meet the requirements of the Program will, at Pfizer's
discretion, either be purchased in the open market or issued directly by Pfizer
from authorized but unissued shares or treasury shares.
PRICING OF PFIZER SHARES
The price of Pfizer shares purchased or sold under the Program will be calcu-
lated differently depending upon whether the transactions are with Pfizer or on
the open market.
. The price of shares purchased from, or sold to, Pfizer will be the average of
the high and the low trading price of Pfizer common stock on the New York Stock
Exchange on the date of the purchase or sale.
. The price of shares 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 date of the
purchase or sale.
PURCHASE OF SHARES FOR THE PROGRAM
Pfizer shares will be purchased with optional cash investments on the last
business day of the month. Optional cash investments received after the next to
last business day of a month will be invested on the last business day of the
following month. Pfizer will use reinvested dividends to purchase shares on the
last business day of the month in which the dividends are paid.
SALE OF SHARES FOR THE PROGRAM
At your written request, Pfizer will sell any number of shares that are held in
your Program account in book-entry form at no cost to you. Your instructions to
sell stock must be received by Pfizer at least three business days before the
end of the month in which the shares are to be sold. Pfizer will then sell the
shares on the last business day of the month.
You also can choose to sell your shares through a stockbroker of your choice,
in which case you should request a certificate for your book-entry shares from
Pfizer Shareholder Services. (See the section called "Issuance of Certifi-
cates".)
Please note that if your total holdings fall below one share, Pfizer will liq-
uidate the fractional share, remit the proceeds to you, and close your Program
account.
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SAFEKEEPING OF YOUR STOCK CERTIFICATES AND BOOK-ENTRY
Pfizer shares that you buy under the Program will be maintained in your Program
account for safekeeping in book-entry form, and you will not receive a certifi-
cate. You will receive a periodic statement detailing the status of your hold-
ings. For more information, see the section called "Tracking Your Investments".
Any participant in the Program may use the Program's "safekeeping" service to
deposit their Pfizer stock certificates at no cost. This feature of the Program
only applies to certificates for shares on which you are having the dividends
reinvested under the Program. Under safekeeping you no longer bear the risk and
cost associated with the loss, theft, or destruction of stock certificates.
With safekeeping, you have the option of continuing to reinvest your dividends
or taking advantage of the sale of shares feature of the Program. Certificates
will be issued only upon written request to Pfizer Shareholder Services.
To use the safekeeping service, send your certificates to Pfizer Shareholder
Services by registered mail with written instructions to deposit them in the
book-entry portion of your Program account for safekeeping. Do not endorse the
certificates or complete the assignment section.
ISSUANCE OF CERTIFICATES
You can withdraw all or some of the shares from your Program account by
notifying Pfizer Shareholder Services.
Certificates will be issued for whole shares only. In the event your request
involves a fractional share, a check for the value of the fractional share will
be mailed to you. You should receive your certificate within two to three weeks
of mailing your request.
Certificates will be issued in the name(s) in which the account is registered,
unless otherwise instructed. If the certificate is issued in a name other than
your Program account registration, the signature on the instructions or stock
power must be guaranteed by a bank or broker participating in the Medallion
Guarantee program. The Medallion Guarantee program ensures that the individual
signing the certificate is in fact the registered owner as it appears on the
stock certificate or stock power.
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CHARGES AND EXPENSES
Pfizer will pay all Program expenses relating to
(1) the investment of your dividends and optional cash investments,
(2) the deposit of your Pfizer stock certificates in your Program account
in book-entry form,
(3) the reissuance of stock certificates for shares of Pfizer stock held
in the book-entry portion of your Program account, and
(4) the sale of Pfizer shares from the book-entry portion of your Program
account
You should note, however, that your dividend payments will continue to be
taxable to you 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 you
consult with your tax advisors concerning such tax matters.
Any charges imposed by your bank in connection with automatic withdrawals from
your bank account are your responsibility. You will also be responsible for a
$20 charge for each check, automatic withdrawal from your bank account or other
optional cash investment that is rejected due to insufficient funds. By enroll-
ing or continuing to participate in the Program, you authorize Pfizer to deduct
this charge from your Program account.
TRACKING YOUR INVESTMENTS
You will receive a statement of your Program account transactions at least
quarterly. If you make an optional cash investment to purchase additional
shares, a Program account statement will be sent to you during the month
following the purchase. Investment of dividends, sales of Pfizer stock or the
deposit of stock certificates will be included in your quarterly Program
account statement. The statements will show the total funds received in your
Program account, the number of shares of Pfizer stock purchased or sold and the
related purchase or sale price and the total number of your shares in the
Program. For your convenience if you wish to make an optional cash investment,
the transaction stub of your account statement may be returned to Pfizer with
the funds to be invested.
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Please retain your account statements to establish the cost basis of shares
purchased under the Program for income tax and other purposes.
You should notify Pfizer Shareholder Services promptly of any change in address
since all statements and notices will be mailed to your address of record.
TERMINATING YOUR PROGRAM ACCOUNT
You may terminate your participation in the Program by sending a written
termination request to Pfizer. Terminations are effected on the last business
day of the month. For convenience, you may mark and return the transaction stub
of your most recent Program account statement to Pfizer, or you may send other
written instructions to Pfizer. Termination notices received by Pfizer less
than three business days prior to the last business day of the month will be
effected on the last business day of the following month.
Upon termination, stock certificates for all whole shares of Pfizer stock held
in the book-entry portion of your Program account will be issued in your name
with a check for any fractional share. Alternatively, you may give written
instructions that all or part of the Pfizer shares in the book-entry portion of
your Program account be sold and that a check for the proceeds (including any
fractional share) be sent to you. The Pfizer shares sold in connection with
terminating your Program account (including any fractional share) will be
priced as discussed above in the section called "Pricing of Pfizer Shares."
Dividends payable on shares of Pfizer stock that are held by you after termi-
nating your Program account will be sent directly to you.
MISCELLANEOUS
WHERE YOU CAN FIND MORE INFORMATION ABOUT PFIZER
Pfizer files annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information Pfizer files at the SEC's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Pfizer's SEC filings are also available to the public from
commercial document retrieval services and at the website maintained by the SEC
at "http://www.sec.gov."
The SEC allows Pfizer to "incorporate by reference" the information it files
with it, which means that Pfizer can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered
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to be part of this Prospectus, and later information filed with the SEC will
update and supersede this information. The documents listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 until the Program is terminated comprise
the incorporated documents:
(a) Annual Report on Form 10-K for the year ended December 31, 1996;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 30, 1997 and
June 30, 1997;
(c) Current Report on Form 8-K dated October 6, 1997; and
(d) The description of the Pfizer common stock set forth in Pfizer's registra-
tion statement filed under the Act, including all amendments and reports
updating the description.
Upon request Pfizer will provide, without charge, a copy of any or all of the
documents incorporated by reference in this document (other than exhibits to
such documents, unless the exhibits are specifically incorporated by reference
in such documents). Your requests for copies should be directed to the
Shareholder Services Department, Pfizer Inc., 235 East 42nd Street, New York,
NY 10017 (telephone number 800-733-9393 or 212-573-3702).
STOCK SPLITS, STOCK DIVIDENDS AND OTHER DISTRIBUTIONS
Your Program account will be adjusted to reflect the receipt of any Pfizer
common stock paid as dividends or distributed in connection with any stock
split or similar transaction.
VOTING OF PROXIES
Pfizer will mail you proxy materials including a proxy card representing both
the shares for which you hold certificates and the full shares in your Program
account. Please note that fractional shares cannot be voted. The proxy will be
voted as indicated by you. If you sign and return the proxy card but do not
give voting instructions as to any item, all of your shares will be voted in
accordance with the recommendations of Pfizer's Board of Directors. If you do
not return the proxy card or if you return it unsigned, none of your shares
will be voted.
RESPONSIBILITY OF PFIZER INC.
Pfizer Inc. will not be liable for any act done in good faith, or as required
by applicable laws, or for any good faith omission to act. This includes, with-
out limitation, any claims of liability:
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- --for failure to terminate your account upon your death prior to receiving
written notice of such death; or
- --relating to purchases or sales prices reflected in your Program account or
the dates of purchases or sales of your Program shares; or
- --for any fluctuation in the market value after purchase or sale of shares.
The payment of dividends is at the discretion of Pfizer's Board of Directors
and will depend upon future earnings, the financial condition of Pfizer Inc.
and other factors. The Board may change the amount and timing of dividends at
any time without notice.
Pfizer Inc. cannot assure you a profit or protect you against a loss on the
shares you purchase under the Program.
LEGAL MATTERS
Terence J. Gallagher, Esq., Vice President--Corporate Governance and Assistant
Secretary of Pfizer Inc., has given his opinion regarding the validity of the
Pfizer common stock covered by this Prospectus. Mr. Gallagher owns Pfizer com-
mon stock and is eligible to participate in the Program.
CHANGE OR TERMINATION
Pfizer Inc. reserves the right to suspend, modify or terminate the Program or
your interest in the Program at any time. You will receive notice of any such
suspension, modification or termination. Pfizer also reserves the right to
change any administrative procedures of the Program.
FOREIGN PARTICIPATION
If you live outside of the U.S., you should first determine if there are any
laws or governmental regulations that would prohibit your participation in the
Program. Pfizer reserves the right to terminate participation of any share-
holder if it deems it advisable under any foreign laws or regulations.
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP, independent certified public accountants, audited
Pfizer's consolidated financial statements for the year ended December 31,
1996.
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Pfizer's Annual Report to Shareholders on Form 10-K includes these financial
statements and the auditors' report. This document incorporates the financial
statements by reference, relying upon KPMG Peat Marwick LLP's authority as
experts in accounting and auditing.
TEXT OF THE PROGRAM
The full text of the Program is set forth on pages 13 through 18.
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TERMS AND CONDITIONS FOR
PARTICIPATION IN THE PROGRAM
(Effective October 31, 1997)
1. For purposes of the Program, the following capitalized terms have the
meanings indicated below:
Board of Directors
The Board of Directors is the board of directors of the Company.
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 the Company common stock, par value $.05 per share.
Company
The Company is Pfizer Inc., a Delaware corporation.
Dividend Payment Date
This is the date on which dividends are paid on all shares of Common Stock
owned by the Participant on the Dividend Record Date. This date is fixed by the
Board of Directors.
Dividend Record Date
This is the date on which the Company's books show that a shareholder owns Com-
mon Stock, thereby making the shareholder eligible to receive a declared divi-
dend. This date is fixed by the Board of Directors. The Company's historical
practice has been to pay dividends on its Common Stock on a quarterly basis.
The Board of Directors retains the right, however, to declare dividends more or
less frequently than quarterly.
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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.
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 the Company'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.
2. As the agent for Program Participants, the Company will invest, on the
relevant Investment Date, dividends on the Program Shares. The Company also
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will invest on the Investment Date, any cash deposited by the Participant (from
$50 to $10,000 in any single month) in additional Program Shares. The shares
purchased under this Program by the Company may, at the discretion of the
Company, be purchased either from the Company or on the open market.
3. The price of shares of Common Stock purchased from or sold to the Company
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 the Company's discretion, 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, the Company will commingle the Participant's
funds with those of other Participants in the Program. The Company may hold the
shares of Common Stock of all Participants together in its name or in the name
of its nominee. The Company 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. The Company 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, the Company 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.
4. The Participant, at his or her option, may send the Company a check or money
order payable to "Pfizer Inc." in any amount from $50 to $10,000 per calendar
month for the purpose of investing the funds in shares of Common Stock. The
cash deposit may be accompanied by either the cash deposit form that is sup-
plied by the Company on the Program Account Statement or other written instruc-
tions.
Cash deposits must be received by the Company'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 the Company at
least two business days prior to the Investment Date.
Participants who wish to make regular monthly investments may authorize the
Company to make automatic monthly withdrawals from the Participant's bank
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account. Funds will be deducted from the Participant's account on the third
business day preceding the Investment Date. The Participant must notify the
Company in writing to change or terminate any automatic withdrawal
authorization.
5. 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 the Company on the next applicable Investment Date. Such written
requests must be received by the Company at least three business days in
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.
6. The Company 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.
7. 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 the Company that have been designated for dividend
reinvestment under this Program. The Company's Shareholder Services Department
will, upon request, provide the Participant with a form for this purpose.
8. All expenses associated with the Program, other than any tax obligations of
the Participant or any charges imposed by the Participant's bank for automatic
withdrawals from the Participant's bank account, will be paid by the Company;
provided, however, that the Participant will be responsible for a $20 charge
for each check, automatic withdrawal from the Participant's bank account or
other optional cash investment that is rejected due to insufficient funds. By
enrolling or continuing to participate in the Program, the Participant
authorizes the Company to deduct this charge from the Participant's Program
Account.
9. 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 the
Company. 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 the Board of Directors.
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10. 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
the Company the tear-off section of his or her most recent Program Account
Statement or (b) send to the Company 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 or
returned to the Participant. 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 Item 3 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.
The Company will issue stock certificates in the name(s) in which the Program
Account is registered, unless otherwise instructed by the Participant. If a
certificate is to be issued in a name other than the Participant's Program
Account registration, the Participant's signature on the instructions or stock
power must be guaranteed by a financial institution participating in the
Medallion Guarantee program.
Terminations are effected once each month on the Investment Date. Requests for
termination must be received by the Company 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.
11. The Company 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.
12. 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
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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.
13. The Company shall not be liable hereunder for any act done in good faith,
or as required by applicable 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 10 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.
14. 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 the
Company 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 the Company shall furnish to the Participant, and
shall be deemed to be sufficient notice when received by the Company.
15. Any notice or certificate which by any provision of the Program is required
to be given by the Company 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 the Company's records.
16. The "Terms and Conditions For Participation in the Program" shall be
governed by the laws of the State of New York.
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PFIZER INC.
SHAREHOLDER INVESTMENT PROGRAM
TO PARTICIPATE.....
You must own at least one share of Pfizer stock in your name to participate in
the Program and return a completed authorization form.
KEY ADVANTAGES TO PARTICIPATING IN THE PROGRAM.....
. Reinvest quarterly dividends
. Invest an additional $50 to $10,000 every month
. Make investments by check or automatic debit from your bank account
. Allow Pfizer to put stock certificates in safekeeping for you
DATES TO REMEMBER.....
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THIS EVENT: TAKES PLACE ON:
Dividends paid March, June, September and
December
Deadline for making cash investments Next to last business day of
every month
Deadline for requesting sales of stock Third business day before the
last business day of every month
Automatic debits made from bank accounts Third business day before the
last business day of every month
Pfizer purchases and sells shares Last business day of every month
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PLEASE CALL.....
For further information please call us at: 800 PFE-9393
