UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from________to_______
COMMISSION FILE NUMBER 1-3619
--
PFIZER INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-5315170
(State of incorporation) (I.R.S. Employer
Identification No.)
235 East 42nd Street, New York, New York 10017
(Address of principal executive offices)
(212) 573-2323
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that registrant was
required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
At July 31, 1997, 1,292,616,811 shares of the issuer's
common stock were outstanding.
<PAGE>
PFIZER INC.
FORM 10-Q
For the Quarter Ended
June 29, 1997
Table of Contents
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1.
<CAPTION>
Financial Statements: Page
<S> <C>
Condensed Consolidated Statement of Income for
the three months and six months ended June 29, 1997
and June 30, 1996 3
Condensed Consolidated Balance Sheet at
June 29, 1997, December 31, 1996 and June 30, 1996 4
Condensed Consolidated Statement of Cash Flows for the
six months ended June 29, 1997 and June 30, 1996 5
Notes to Condensed Consolidated Financial Statements 6
Independent Auditors' Report 10
Item 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings 20
Item 4.
Submission of Matters to a Vote of Security Holders 27
Item 6.
Exhibits and Reports on Form 8-K 28
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
PFIZER INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
June 29, June 30, June 29, June 30,
1997 1996 1997 1996
(millions, except per share data)
<S> <C> <C> <C> <C>
Net sales . . . . . . . . . . . . . . . . . . . . .$2,854 $2,661 $5,856 $5,343
Alliance revenue. . . . . . . . . . . . . . . . . . 59 0 58 0
Total revenues. . . . . . . . . . . . . . . . . . . 2,913 2,661 5,914 5,343
Costs and expenses
Cost of sales . . . . . . . . . . . . . . . . . . 510 521 1,055 1,034
Selling, informational and
administrative expenses. . . . . . . . . . . . . 1,245 1,083 2,359 2,077
Research and development expenses . . . . . . . . 461 422 874 788
Other deductions--net. . . . . . . . . . . . . . . 61 61 128 118
Income before provision for taxes
on income and minority interests . . . . . . . . . 636 574 1,498 1,326
Provision for taxes on income . . . . . . . . . . . 175 178 434 411
Minority interests. . . . . . . . . . . . . . . . . 4 2 5 4
Net income. . . . . . . . . . . . . . . . . . . . .$ 457 $ 394 $1,059 $ 911
Earnings per common share . . . . . . . . . . . . .$ .35 $ .31 $ .81 $ .71
Weighted average shares used
to calculate earnings per
share amounts. . . . . . . . . . . . . . . . . . . 1,301 1,285 1,300 1,283
Cash dividends per common share . . . . . . . . . .$ .17 $ .15 $ .34 $ .30
<FN>
<F1>See accompanying Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
PFIZER INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEET
<CAPTION>
(millions of dollars) June 29, Dec. 31, June 30,
1997* 1996** 1996*
ASSETS
<S> <C> <C> <C>
Current Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . $ 1,514 $ 1,150 $ 870
Short-term investments. . . . . . . . . . . . . . . . . . 723 487 1,106
Accounts receivable, less allowances of
$61, $58 and $62. . . . . . . . . . . . . . . . . . . . 2,525 2,252 2,133
Short-term loans. . . . . . . . . . . . . . . . . . . . . 220 354 334
Inventories
Finished goods. . . . . . . . . . . . . . . . . . . . . 641 617 538
Work in process . . . . . . . . . . . . . . . . . . . . 743 695 631
Raw materials and supplies. . . . . . . . . . . . . . . 280 277 272
Total inventories . . . . . . . . . . . . . . . . . . 1,664 1,589 1,441
Prepaid expenses, taxes
and other current assets. . . . . . . . . . . . . . . . 697 636 607
Total current assets. . . . . . . . . . . . . . . . . 7,343 6,468 6,491
Long-term loans and investments . . . . . . . . . . . . . . 1,224 1,163 606
Property, plant and equipment, less
accumulated depreciation of
$2,260, $2,155 and $2,068 . . . . . . . . . . . . . . . 3,943 3,850 3,571
Goodwill, less accumulated amortization of
$129, $115 and $95. . . . . . . . . . . . . . . . . . . . 1,344 1,424 1,476
Other assets, deferred taxes and
deferred charges. . . . . . . . . . . . . . . . . . . . . 1,878 1,762 1,475
Total assets. . . . . . . . . . . . . . . . . . . . . $15,732 $14,667 $13,619
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings, including current
portion of long-term debt of
$1, $261 and $502 . . . . . . . . . . . . . . . . . . $ 2,978 $ 2,235 $ 2,545
Accounts payable. . . . . . . . . . . . . . . . . . . . . 971 913 652
Income taxes payable. . . . . . . . . . . . . . . . . . . 789 892 726
Dividends payable . . . . . . . . . . . . . . . . . . . . 221 -- 193
Accrued compensation and related items. . . . . . . . . . 400 436 417
Other current liabilities . . . . . . . . . . . . . . . . 1,063 1,164 1,315
Total current liabilities . . . . . . . . . . . . . . 6,422 5,640 5,848
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . 731 687 583
Postretirement benefit obligation other
than pension plans. . . . . . . . . . . . . . . . . . . . 407 412 428
Deferred taxes on income. . . . . . . . . . . . . . . . . . 263 253 157
Other noncurrent liabilities. . . . . . . . . . . . . . . . 695 671 570
Minority interests. . . . . . . . . . . . . . . . . . . . . 40 50 49
Total liabilities . . . . . . . . . . . . . . . . . . 8,558 7,713 7,635
Shareholders' Equity
Preferred stock . . . . . . . . . . . . . . . . . . . . . -- -- --
Common stock. . . . . . . . . . . . . . . . . . . . . . . 69 34 34
Additional paid-in capital. . . . . . . . . . . . . . . . 2,498 1,728 1,480
Retained earnings . . . . . . . . . . . . . . . . . . . . 8,415 8,017 7,194
Currency translation adjustment and other . . . . . . . . 7 145 122
Employee benefit trust. . . . . . . . . . . . . . . . . . (2,193) (1,488) (1,308)
Common stock in treasury, at cost . . . . . . . . . . . . (1,622) (1,482) (1,538)
Total shareholders' equity. . . . . . . . . . . . . . 7,174 6,954 5,984
Total liabilities and
shareholders' equity . . . . . . . . . . . . . . . $15,732 $14,667 $13,619
<FN>
<F1>* Unaudited
** Condensed from audited financial statements.
See accompanying Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
PFIZER INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<CAPTION>
(millions of dollars)
Six Months Ended
June 29, June 30,
1997 1996
Operating Activities
<S> <C> <C>
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . .$1,059 $ 911
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization of intangibles. . . . . . . . . . . 244 207
Changes in operating assets and liabilities,
net of effect of businesses acquired
and divested . . . . . . . . . . . . . . . . . . . . . . . . . . (642) (407)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 12
Net cash provided by operating activities . . . . . . . . . . . . . . 677 723
Investing Activities
Purchases of property, plant and equipment. . . . . . . . . . . . . (420) (313)
Purchases of short-term investments . . . . . . . . . . . . . . . . (918) (1,716)
Proceeds from redemptions of short-term
investments . . . . . . . . . . . . . . . . . . . . . . . . . . . 759 1,719
Acquisitions, net of cash acquired. . . . . . . . . . . . . . . . . -- (371)
Proceeds from sale of business. . . . . . . . . . . . . . . . . . . -- 353
Other investing activities. . . . . . . . . . . . . . . . . . . . . (1) 11
Net cash used in investing activities . . . . . . . . . . . . . . . . (580) (317)
Financing Activities
Proceeds from issuance of long-term debt. . . . . . . . . . . . . . 54 --
Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . (269) (33)
Increase in short-term debt . . . . . . . . . . . . . . . . . . . . 985 314
Purchases of common stock . . . . . . . . . . . . . . . . . . . . . (219) --
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . (440) (384)
Stock option transactions . . . . . . . . . . . . . . . . . . . . . 159 151
Other financing activities. . . . . . . . . . . . . . . . . . . . . 17 23
Net cash provided by financing activities . . . . . . . . . . . . . . 287 71
Effect of exchange rate changes on cash and
cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . (20) (10)
Net increase in cash and cash equivalents . . . . . . . . . . . . . . 364 467
Cash and cash equivalents balance at beginning
of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,150 403
Cash and cash equivalents balance at end
of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$1,514 $ 870
Supplemental Cash Flow Information
Cash paid during the period for:
Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 584 $ 429
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 64
<FN>
<F1>See accompanying Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
PFIZER INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1: Basis of Presentation
The Company prepared the condensed financial statements following the
requirements of the Securities and Exchange Commission (SEC) for interim
reporting. As permitted under those rules, the Company condensed or
omitted certain footnotes or other financial information that are
normally required by GAAP (generally accepted accounting principles).
The financial statements include the assets and liabilities and the
operating results of subsidiaries operating outside the U.S. Balance
sheet amounts for these subsidiaries are as of May 25, 1997 and May 26,
1996. The operating results for these subsidiaries are for the three
and six month periods ending on the same dates.
Note 2: Responsibility for Interim Financial Statements
The Company is responsible for the unaudited financial statements
included in this document. The financial statements include all normal
and recurring adjustments that the Company considers necessary for the
fair presentation of its financial position and operating results. As
these are condensed financial statements, one should also read the
financial statements and notes in the Company's latest Form 10-K.
Revenues, expenses, assets and liabilities can vary during each quarter
of the year. Therefore, the results and trends in these interim
financial statements may not be the same as those for the full year.
Note 3: Earnings Per Share
Earnings per share equals net income divided by the sum of weighted
average shares outstanding plus common stock equivalents. Common stock
equivalents are shares assumed to be issued if outstanding stock options
were exercised. Fully diluted earnings per share amounts were the same
as primary amounts for all periods presented. Exhibit 11 of this Form
10Q shows the calculation of earnings per share amounts.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per
Share." The new statement replaces the calculations currently used
with:
-- "basic earnings per share" including only actual weighted
shares outstanding; and
-- "diluted earnings per share" including the effect of any
common stock equivalents or other items that are dilutive.
The new rules are effective at the end of 1997.
<PAGE>
PFIZER INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
If the new rules were in effect, the Company's earnings per share
amounts would be:
<TABLE>
<CAPTION>
Second Qtr. Six Months
1997 1996* 1997 1996*
<S> <C> <C> <C> <C>
As reported:
Primary and Fully Diluted $.35 $.31 $.81 $.71
Per SFAS No. 128:
Basic $.36 $.31 $.84 $.73
Diluted $.35 $.31 $.81 $.71
<FN>
<F1> *Restated for the June 1997 two-for-one stock split in the form of
a 100% stock dividend.
</FN>
</TABLE>
Note 4: Currency Translation and Other Equity Adjustments
The following items are included in the balance sheet caption "Currency
translation adjustment and other":
<TABLE>
<CAPTION>
(millions of dollars) 1997 1996
<S> <C> <C>
Currency translation adjustment $20 $148
Net unrealized gain on investment securities 54 42
Minimum pension liability (67) (68)
Total $ 7 $122
</TABLE>
Changes in the currency translation adjustment balance for the first six
months of 1997 and 1996 were:
<TABLE>
<CAPTION>
(millions of dollars) 1997 1996
<S> <C> <C>
Opening balance $174 $207
Translation adjustments and hedges (154) (59)
Ending balance $ 20 $148
</TABLE>
The strengthening of the U.S. dollar against the Japanese yen and
various European currencies, especially in Germany and France, was the
primary cause of the change in the currency translation adjustment for
the first six months of 1997.
Note 5: Business Alliances
The Company has entered into agreements related to two new
pharmaceutical products developed by other companies:
- -- Lipitor, a cholesterol-lowering medication, developed by the
Parke-Davis division of Warner-Lambert; and
- -- Aricept, a medication to treat symptoms of Alzheimer's disease,
developed by the Eisai Co., Ltd.
The Company provides funds, staff and other resources to sell, market,
promote and further develop these medications.
Lipitor was launched in the U.S., the United Kingdom, Germany and Canada
in the first calendar quarter of 1997. Aricept was launched in the U.S.
in the first calendar quarter and in the United Kingdom in the second.
Both products will also be sold in other countries when approved.
<PAGE>
PFIZER INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
In the Condensed Consolidated Statement of Income, "Alliance revenue"
represents the Company's revenues earned under the copromotion
agreements (a percentage of net sales adjusted, in some cases, for
certain specific costs). "Selling, informational and administrative
expenses" include the Company's other expenses for selling, marketing
and further development of these products.
The Company is also licensed to sell Lipitor and Aricept in certain
foreign countries. For those licensed sales, the Company will record
"Net sales" instead of "Alliance revenue."
Note 6: Stock Split
On April 24, 1997, the Company's shareholders voted to increase the
number of authorized common shares from 1.5 billion to 3 billion. The
Board of Directors subsequently approved a two-for-one stock split in
the form of a 100% stock dividend to all shareholders who owned shares
on June 2, 1997. The par value remains at $.05 per share. The Company
issued the additional shares on June 30. All common share and per share
amounts in the financial statements have been restated to reflect the
impact of the stock split.
Note 7: Policies for Derivative Financial Instruments
Expanded SEC disclosure rules for derivative financial instruments
became effective in June 1997. Following are the new required
disclosures:
The Company uses various derivative financial instruments to reduce
exposure to foreign exchange risks. These include "forward-exchange
contracts", "purchased currency options" and "currency swaps". The
Company also uses "interest rate swap" derivatives to adjust interest
rate exposures.
The Company considers its derivative financial instruments to be
"hedges" (i.e., an offset of foreign exchange and interest rate risks)
when certain criteria are met. Under hedge accounting for purchased
currency options, the Company defers the instrument's impact on earnings
until it recognizes the underlying hedged item in earnings. The other
instruments do not involve deferral since the earnings impact they
offset occurs during the terms of the contracts.
Foreign Currency Derivative Instruments
The Company's criteria to qualify for hedge accounting are:
- -- The instrument must be related to a foreign currency asset,
liability or anticipated transaction that is probable and whose
characteristics and terms have been identified;
- -- It must involve the same currency as the hedged item; and
- -- It must reduce the risk of foreign currency exchange movements on
the Company's operations.
If an existing instrument becomes ineffective (i.e., it no longer meets
the criteria described), it is reported at its fair value.
<PAGE>
PFIZER INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Interest Rate Derivative Instruments
The Company's criteria to qualify for hedge accounting are:
- -- The instrument must be related to an asset or a liability; and
- -- It must change the character of the interest rate by converting a
variable rate to a fixed rate or vice versa.
Derivative Financial Instruments Reported in the Financial Statements
"Other assets, deferred taxes and deferred charges" in the balance sheet
include:
- -- The unamortized premium paid on purchased currency options, and
- -- The net amounts receivable related to currency swaps.
"Other current liabilities" in the balance sheet include:
- -- The net fair value of forward-exchange contracts, and
- -- The net amounts payable related to currency swaps.
Cash flows related to derivative transactions are reported along with
the related transactions in "Net cash provided by operating activities"
in the statement of cash flows.
Note 8: Derivative Financial Instruments
During the quarter, the Company entered into forward-starting interest
rate swap contracts. These contracts are effective in December 1997 and
mature in December 1998. They will effectively convert short-term,
floating interest into fixed interest rates on debt issuances and
effectively extend the terms of current swap contracts. Aggregate
notional principal amounts are:
- -- the equivalent of $918 million related to Japanese yen debt with a
floating rate to be fixed at 1.3%; and
- -- the equivalent of $410 million related to Swiss franc debt with a
floating rate to be fixed at 2.1%.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of Pfizer Inc.:
We have reviewed the condensed consolidated balance sheet of Pfizer Inc.
and subsidiary companies as of June 29, 1997 and June 30, 1996, and the
related condensed consolidated statements of income for each of the
three month and six month periods then ended and cash flows for the six
month periods then ended. These condensed consolidated financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements
referred to above for them to be in conformity with generally accepted
accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of Pfizer Inc. and
subsidiary companies as of December 31, 1996, and the related
consolidated statements of income, shareholders' equity and cash flows
for the year then ended (not presented herein); and in our report dated
February 27, 1997, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set
forth in the accompanying condensed consolidated balance sheet as of
December 31, 1996, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been
derived.
KPMG Peat Marwick LLP
New York, New York
August 13, 1997
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
RESULTS OF OPERATIONS
Net income for both the second quarter and first half of 1997 increased 16%
over the comparable periods of 1996. These increases were due to three
main factors: higher sales volume, a lower relative cost of sales and a lower
effective tax rate. Components of the Statement of Income follow:
<TABLE>
<CAPTION>
(millions of dollars,
except per share data)
Second Quarter Six Months
1997 1996 % Change 1997 1996 % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $2,854 $2,661 7 $5,856 $5,343 10
Alliance revenue 59 0 * 58 0 *
Total revenues 2,913 2,661 9 5,914 5,343 11
Cost of sales $ 510 $ 521 (2) $1,055 $1,034 2
% of total revenues 17.5% 19.6% 17.8% 19.4%
Selling, informational
and administrative
expenses $1,245 $1,083 15 $2,359 $2,077 14
% of total revenues 42.8% 40.7% 39.9% 38.9%
Research and
development expenses $ 461 $ 422 9 $ 874 $ 788 11
% of total revenues 15.8% 15.8% 14.8% 14.7%
Other deductions--net $ 61 $ 61 0 $ 128 $ 118 8
% of total revenues 2.1% 2.3% 2.2% 2.2%
Income before taxes and
minority interests $ 636 $ 574 11 $1,498 $1,326 13
% of total revenues 21.8% 21.6% 25.3% 24.8%
Taxes on income $ 175 $ 178 (2) $ 434 $ 411 6
Effective tax rate 27.5% 31.0% 29.0% 31.0%
Minority interests $ 4 $ 2 100 $ 5 $ 4 25
Net income $ 457 $ 394 16 $1,059 $ 911 16
% of total revenues 15.7% 14.8% 17.9% 17.1%
Earnings per
common share $ .35 $ .31 13 $ .81 $ .71 14
Cash dividends per
common share $ .17 $ .15 13 $ .34 $ .30 13
*Calculation not meaningful.
</TABLE>
<PAGE>
TOTAL REVENUES
Total revenues for the second quarter of 1997 increased by 9.4% over the
second quarter of 1996, while total revenue for the first half of 1997
increased 10.7% over the first half of 1996. The components of the total
revenue increase were as follows:
<TABLE>
<CAPTION>
% Change from 1996
Second Quarter Six Months
<S> <C> <C>
Volume 12.8 12.5
Price .9 1.2
Currency (4.3) (3.0)
Total revenue increase 9.4 10.7
</TABLE>
Wider acceptance of the Company's major products, particularly
pharmaceuticals, contributed to the volume increases. Total revenues
for the second quarter by segment and the increases over last year were
as follows:
<TABLE>
<CAPTION>
% of % of
Total Total
(millions of dollars) 1997 Revenues 1996 Revenues % Change*
<S> <C> <C> <C> <C> <C>
Health Care:
Pharmaceuticals
U.S. $1,102 37.9 $ 959 36.0 15
International 1,000 34.3 925 34.8 8
Worldwide 2,102 72.2 1,884 70.8 12
Medical Technology 362 12.4 360 13.5 1
Total Health Care 2,464 84.6 2,244 84.3 10
Animal Health 314 10.8 291 11.0 8
Consumer Health Care 135 4.6 126 4.7 8
Total $2,913 100.0 $2,661 100.0 9
*Percentages may reflect rounding adjustments.
</TABLE>
Total revenues for the first half of 1997 by segment and the increases
over last year were as follows:
<TABLE>
<CAPTION>
% of % of
Total Total
(millions of dollars) 1997 Revenues 1996 Revenues % Change
<S> <C> <C> <C> <C> <C>
Health Care:
Pharmaceuticals
U.S. $2,399 40.6 $2,073 38.8 16
International 1,961 33.1 1,794 33.6 9
Worldwide 4,360 73.7 3,867 72.4 13
Medical Technology 678 11.5 676 12.6 0
Total Health Care 5,038 85.2 4,543 85.0 11
Animal Health 609 10.3 558 10.5 9
Consumer Health Care 267 4.5 242 4.5 10
Total $5,914 100.0 $5,343 100.0 11
</TABLE>
<PAGE>
The following is a discussion of total revenues by business segment:
- -- Pharmaceuticals
Worldwide pharmaceutical revenues by category were as follows:
<TABLE>
<CAPTION>
Second Quarter % Six Months %
1997 1996 Change 1997 1996 Change
<S> <C> <C> <C> <C> <C> <C>
Cardiovascular $ 873 $ 780 12 $1,795 $1,632 10
Infectious
Diseases 567 555 2 1,249 1,129 11
Central Nervous
System 333 308 8 737 637 16
Alliance revenue 59 0 * 58 0 *
Other 270 241 12 521 469 11
Total $2,102 $1,884 12 $4,360 $3,867 13
* Calculation not meaningful.
</TABLE>
Sales of the Company's six major products accounted for 73% of pharmaceutical
revenues and 53% of total revenues in the second quarter. Individual product
sales and a brief discussion of each follow:
<TABLE>
<CAPTION>
Second Qtr.
1997 Sales % Change
Product Category (millions) from 1996
<S> <C> <C> <C>
Norvasc Cardiovascular $521 24
Procardia XL Cardiovascular 168 (14)
Cardura Cardiovascular 148 17
Zithromax Infectious Diseases 158 16
Diflucan Infectious Diseases 216 (4)
Zoloft Central Nervous System 323 9
</TABLE>
- -- Norvasc is a "calcium channel blocker" prescribed as a once-a-day
treatment for angina and hypertension. It is now the largest-selling
cardiovascular medication in the U.S. and the second-largest-selling
cardiovascular medication in the world.
- -- Procardia XL is a more mature "calcium channel blocker," also for the
treatment of angina and hypertension. Sales have declined recently as
the Company focuses its emphasis on Norvasc. Despite the decline,
Procardia XL is the second-largest-selling cardiovascular medication in
the U.S.
- -- Cardura is an "alpha blocker" prescribed as a once-a-day treatment for
hypertension and for enlarged prostate. Sales have increased as more
physicians recognize the effectiveness of alpha blockers in the
treatment of these conditions.
- -- Zithromax, a multi-purpose antibiotic, is the most-prescribed and
fastest growing branded antibiotic in the U.S. The medication is used
for a wide range of infections for adults and children. It needs to be
taken less often than other antibiotics and has relatively few adverse
side effects. Sales for the first half of 1997 increased 43% largely
due to heavy demand during the flu season in the first quarter. Its
sales remain strong in key European markets, including Italy, where it
remains the largest-selling oral antibiotic. Sales of the children's
version now rank second in new prescriptions of U.S. branded pediatric
oral antibiotics. Zithromax is now approved for the treatment of lower-
respiratory infections in children, certain sexually transmitted
diseases and certain infections related to HIV. An intravenous form is
approved for the treatment of pneumonia and pelvic inflammatory
disease. The Company is also conducting trials for the use of
Zithromax to treat infections in ulcer patients.
- -- Diflucan is the world's best-selling prescription antifungal medicine.
It is prescribed for the treatment of many infections, particularly for
patients with weakened immune systems. The product is also prescribed
to treat yeast infections and the Company filed an application in the
U.S. to allow its use for nail infections. Although it is well regarded
and the preferred treatment for a wide range of infections, it is a
relatively mature product and is in its tenth year on the world market.
This has tempered its sales growth. Excluding the impact of exchange,
sales increased 3% in the second quarter. Slower sales in the quarter
reflect the lower incidence of fungal infections in AIDS patients due to
increased use of protease inhibitors, as well as pricing pressures in
the hospital market.
- -- Zoloft is one of the leading medications for treatment of depression and
is also prescribed to treat obsessive-compulsive disorders. The Company
launched the product for depression in France and Germany in the first
quarter. Sales for the first half increased 17%, while changes in
wholesaler stocking patterns reduced second quarter sales in the U.S.,
the product's major market. Changes in prescription market share caused
the wholesaler changes. In July, the FDA approved Zoloft's use for the
treatment of panic disorder.
The Company's U.S. patent protection for these products extends into the next
century, ranging from 2000 for Cardura to 2007 for Norvasc.
Alliance Revenue
"Alliance revenue" reflects the results of business alliances for sales of two
new pharmaceutical products. For additional discussion, see Note 5, "Business
Alliances", on page 7.
Copromotion launches of Lipitor, the cholesterol-lowering medication, took
place in the U.S., Canada and Germany in the first quarter and generated very
strong sales results in the second quarter. It will be launched in several
other countries this year under the copromotion agreement.
Copromotion launches of Aricept took place in the U.S. during the first
quarter and in the United Kingdom during the second. In the remainder of the
year, it will be launched in other European countries under copromotion
agreements. Aricept has become the leading medication to treat symptoms of
Alzheimer's disease in its short time on the market.
<PAGE>
- -- Medical Technology
Second quarter sales increased 1% over last year's level. Excluding the impact
of foreign exchange, sales increased 5%. Sales of "stents" (tubes to keep
blocked arteries and other hollow passageways open) increased 32% over last
year and sales of musculoskeletal products increased 10% (both excluding the
impact of foreign exchange). Offsetting this growth were pricing pressures,
competition in some product lines and the impact of foreign currency
fluctuations.
- -- Animal Health
The growth of Dectomax, sales of other livestock products and the introduction
of Rimadyl earlier this year caused most of the increase in Animal Health
sales this quarter. The Company launched Dectomax last year in the U.S.,
Australia, Japan and other international markets as a treatment for parasites
in livestock. Sales grew 26% over last year, reaching $29 million in the
quarter. Sales of Stafac, a leading antibacterial for poultry and swine, grew
23% to $27 million in the quarter.
- -- Consumer Health Care
Consumer Health Care's sales for the second quarter increased 8%, mainly due
to over-the-counter versions of previously prescription-only drugs (Reactine
in Canada, Diflucan in the United Kingdom, OcuHist in the U.S.) and growth
from recently acquired brands such as Cortizone.
Total revenues in the U.S. increased largely due to pharmaceutical sales
growth, particularly Norvasc, Zithromax and Zoloft, as described above.
Although a majority of the Company's sales are in the U.S., a large portion
are in foreign markets. Total revenues by geographic area were as follows:
<TABLE>
<CAPTION>
(millions of dollars)
Second Quarter
% of % of
Total Total
1997 Revenues 1996 Revenues % Change
<C> <C> <C> <C> <S> <C>
$1,500 51.5 $1,321 49.6 United States 14
707 24.3 689 25.9 Europe 3
425 14.6 396 14.9 Asia 7
217 7.4 192 7.2 Canada/Latin America 13
64 2.2 63 2.4 Africa/Middle East 2
$2,913 100.0 $2,661 100.0 Consolidated 9
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(millions of dollars)
Six Months
% of % of
Total Total
1997 Revenues 1996 Revenues % Change
<C> <C> <C> <C> <S> <C>
$3,166 53.5 $2,770 51.8 United States 14
1,406 23.8 1,339 25.1 Europe 5
815 13.8 772 14.4 Asia 6
396 6.7 345 6.5 Canada/Latin America 15
131 2.2 117 2.2 Africa/Middle East 12
$5,914 100.0 $5,343 100.0 Consolidated 11
</TABLE>
The U.S. dollar's strength against foreign currencies decreases total sales
when U.S. sales in foreign markets are translated into their dollar
equivalent. For example, international pharmaceutical sales increased 17% in
the second quarter and 16% in the first half excluding the impact of foreign
exchange as compared to 8% reported in the second quarter and 9% in the first
half. Currency impact was most pronounced in Japan, Germany and France as the
value of the U.S. dollar strengthened. At current exchange rates, foreign
exchange would have approximately a three-percentage point adverse impact on
total revenue growth for the year.
COSTS AND EXPENSES
Cost of Sales
Cost of sales for the quarter decreased 2% versus last year compared with a 7%
increase in net sales. The decrease reflected favorable business and product
mix, more efficient manufacturing and benefits from foreign-exchange hedging
programs.
Selling, Informational and Administrative Expenses
Selling, informational and administrative expenses in the second quarter
increased 15% over the 1996 level. The support of previously introduced
products and the launches of new products, as well as substantial investments
in infrastructure and personnel, led to the increase. The Company recently
announced plans to expand its specialty sales force and add another primary
care sales force in the U.S. this year.
Research and Development Expenses
Research and development expenses increased 9% in the second quarter over the
prior year period. In the first half, health care R&D expenses, expressed as
a percentage of health care total revenues, were 17.3% in 1997 and 16.4% in
1996. The Company plans to spend about $2 billion in 1997 to discover new
chemical compounds and advance others in development which include:
- -- Trovan, a multi-purpose antibiotic in both oral and intravenous forms
(filed with the FDA in December 1996). Major international regulatory
filings were completed in the first quarter of 1997.
- -- Zeldox, for treatment of psychotic disorders (filed with the FDA in
March 1997);
<PAGE>
- -- Viagra, for treatment of impotence (clinical development has been
completed and regulatory filings are being prepared). The Company
expects to submit a New Drug Application (NDA) for this product in the
third quarter of 1997;
- -- dofetilide, for treatment of heart rhythm disorders. Regulatory filings
for this product are planned by the end of 1997;
- -- eletriptan, for treatment of migraine headaches;
- -- droloxifene, for breast cancer;
- -- zopolrestat, for nervous system, kidney and cardiovascular disorders
related to diabetes;
- -- voriconazole, for treatment of fungal infections; and
- -- darifenacin, for irritable bowel syndrome and incontinence.
The Company is also developing new indications or dosage forms for Norvasc,
Zyrtec, Zoloft, Cardura and Zithromax. The FDA is currently reviewing an NDA
for a new application for Diflucan.
Other Deductions--Net
The following components were included in "Other deductions--net" in the
second quarter and first six months of 1997:
<TABLE>
<CAPTION>
(millions of dollars) Second Quarter % Six Months %
1997 1996 Change 1997 1996 Change
<S> <C> <C> <C> <C> <C> <C>
Interest income $(38) $(31) 23 $(72) $(60) 20
Interest expense 37 42 (12) 74 80 (8)
Amortization of goodwill
and other intangibles 16 14 14 34 28 21
Foreign exchange 3 4 (25) 9 8 13
Other, net 43 32 34 83 62 34
Other deductions--net $ 61 $ 61 -- $128 $118 8
</TABLE>
Net interest expense decreased primarily due to a higher average level of
investments driven by cash flow from operations.
TAXES ON INCOME
The effective tax rate decreased from 31.0% in 1996 and 30.0% in the first
quarter of 1997 to 29.0%, as projected for 1997. The major cause of the
decline was the changing mix of income by country.
LIQUIDITY AND CAPITAL RESOURCES
The positive performance in the second quarter of 1997 enhanced the Company's
financial strength as indicated by the following measures:
<TABLE>
<CAPTION>
June 29, Dec. 31, June 30,
1997 1996 1996
<S> <C> <C> <C>
Working capital (millions of dollars) $ 921 $ 828 $ 643
Current ratio 1.14:1 1.15:1 1.11:1
Debt to total capitalization
(percentage)* 34% 30% 34%
Shareholders' equity per
common share** $ 5.70 $ 5.54 $ 4.80
<FN>
<F1>* Represents total short and long-term borrowings divided by the sum of total
short and long-term borrowings and total shareholders' equity.
** Represents total shareholders' equity divided by the actual number of
common shares outstanding.
</FN>
</TABLE>
Net Cash Provided by Operating Activities
During the first half of 1997, the Company's operations provided positive cash
flows of $677 million compared to $723 million in the first six months of
1996. Although earnings were higher than the prior year, the cash flow from
operations was lower because of increased working capital assets.
Net Cash Used in Investing Activities
In the first half of 1997, the Company used $580 million in investing
activities (including higher capital expenditures) compared with $317 million
in the 1996 period.
Net Cash Provided by Financing Activities
Financing activities provided $287 million in 1997 compared to $71 million
last year. Increased short-term borrowings caused the higher level of cash
provided in 1997. The Company used part of the proceeds from short-term
borrowings to repurchase approximately 5 million shares of common stock on the
open market at an average price of $43 per share and dividends paid increased
due to the increase in the dividend rate earlier this year.
Net Financial Asset (Debt) Position
To fund its investing and financing activities, the Company uses credit
facilities to complement its operating cash flows. In maintaining this
financial flexibility, levels of debt and investments will vary depending on
operating results.
As discussed above, the Company increased its short-term borrowings in the
first half of 1997. The resulting financial debt position, compared to the
beginning of the year and last year, was as follows:
<TABLE>
<CAPTION>
(millions of dollars) June 29, Dec. 31, June 30,
1997 1996 1996
<S> <C> <C> <C>
Financial assets* $3,681 $3,154 $2,916
Short-term borrowings and
long-term debt 3,709 2,922 3,128
Net financial assets (debt) $ (28) $ 232 $ (212)
<FN>
<F1>* Consists of cash and cash equivalents, short-term loans and investments and
long-term loans and investments.
</FN>
</TABLE>
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
This report and other written reports and oral statements by the Company
contain what are called "forward-looking statements". All such statements are
subject to risks and uncertainties. You can identify these statements by the
fact that they do not relate strictly to historic or current facts. You can
also identify them by their use of words such as "plans," "expects," "will"
and other words of similar meaning. These statements are likely to address:
-- results of the Company's operations, expenses or sales;
-- product approvals or performance;
-- clinical results or product development;
-- sales efforts; and
-- financial results.
<PAGE>
You must carefully consider any such statement and should understand that many
factors could cause actual results to differ from the Company's forward-
looking statements. These include inaccurate assumptions, many risks and many
uncertainties, including some that are known and some that are not. Such
differences can be material and no forward-looking statement can be
guaranteed.
The Company does not assume the obligation to update any forward-looking
statement. You should carefully evaluate such statements in light of factors
described in the Company's filings with the SEC, especially on Forms 10-K,
10-Q and 8-K (if any). In its Form 10-K filing for the 1996 fiscal year, the
Company listed various important factors that could cause actual results to
differ from expected or historic results. The Company notes these factors for
investors as permitted by the Private Securities Litigation Reform Act of
1995. Readers can find them in Part I of that filing under the heading
"Cautionary Factors That May Affect Future Results." The Company incorporates
that section of that Form 10-K in this filing and investors should refer to
it. You should understand that it is not possible to predict or identify all
such factors. Consequently, you should not consider any such list to be a
complete statement of all potential risks or uncertainties.
<PAGE>
FORM 10-Q
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
The Company is involved in a number of claims and litigations, including
product liability claims and litigations considered normal in the nature of
its businesses. These include suits involving various pharmaceutical and
hospital products that allege either reaction to or injury from use of the
product.
As previously disclosed, numerous claims have been brought against the
Company and Shiley Incorporated, a wholly owned subsidiary, alleging either
personal injury from fracture of 60 degree or 70 degree Shiley Convexo Concave
("C/C") heart valves, or anxiety that properly functioning implanted valves
might fracture in the future, or personal injury from a prophylactic
replacement of a functioning valve.
In an attempt to resolve all claims alleging anxiety that properly
functioning valves might fracture in the future, the Company entered into a
settlement agreement in January 1992 in Bowling v. Shiley, et al., a case
brought in the United States District Court for the Southern District of Ohio,
that establishes a worldwide settlement class of people with C/C heart valves
and their spouses, except those who elect to exclude themselves. The
settlement provides for a Consultation Fund of $90 to $140 million (depending
on the number of claims filed) from which valve recipients who make claims
will receive payments that are intended to cover their cost of consultation
with cardiologists or other health care providers with respect to their
valves. The number of claims filed fixes the fund amount at $90 million. The
settlement agreement establishes a second fund of at least $75 million to
support C/C valve-related research, including the development of techniques to
identify valve recipients who may have significant risk of fracture, and to
cover the unreimbursed medical expenses that valve recipients may incur for
certain procedures related to the valves. The Company's obligation as to
coverage of these unreimbursed medical expenses is not subject to any dollar
limitation. Following a hearing on the fairness of the settlement, it was
approved by the court on August 19, 1992. Three appeals from the judgment
approving the settlement and from the trial court's denial of the objectors
motion to intervene have been filed and dismissed by the U.S. Court of Appeals
for the Sixth Circuit; petitions for certiorari have been filed in the U.S.
Supreme Court from all three appeals; the first two were dismissed and the
third is pending. It is expected that most of the costs arising from the
Bowling class settlement will be covered by insurance and the proceeds of the
sale of certain product lines of the Shiley businesses in 1992. Of
approximately 900 implantees (and spouses of some of them) who opted out of
the Bowling settlement class, eight have cases pending; approximately 792 have
been resolved; and approximately 100 have never filed a case or claim.
Several claims relating to elective reoperations of valve recipients are
currently pending. Some of these claims relate to elective reoperations
covered by the Bowling class settlement described above, and, therefore, the
claimants are entitled to certain benefits in accordance with the settlement.
Such claimants, if they irrevocably waive all of the benefits of the
settlement, may pursue separate litigation to recover damages in spite of the
class settlement. The Company is defending these claims.
Generally, the plaintiffs in all of the pending heart valve litigations
discussed above seek money damages. Based on the experience of the Company in
defending these claims to date, including available insurance and reserves,
the Company is of the opinion that these actions should not have a material
adverse effect on the financial position or the results of operations of the
Company.
On September 30, 1993, Dairyland Insurance Co., a carrier providing
excess liability coverage ("excess carrier") in the early 1980s, commenced an
action in the California Superior Court in Orange County, seeking a
declaratory judgment that it was not obligated to provide insurance coverage
for Shiley heart valve liability claims. On October 8, 1993, the Company filed
cross-complaints against Dairyland and filed third-party complaints against 73
other excess carriers who sold excess liability policies covering periods from
1979 to 1985, seeking damages and declaratory judgments that they are
obligated to pay for defense and indemnity to the extent not paid by other
carriers. A significant portion of such claims has been resolved and the
remainder is involved in pretrial discovery. On April 26, 1996, the trial
court entered an order in at least one working valve lawsuit stating that
implanting an allegedly defective heart valve was not an appropriate trigger
of insurance coverage. A motion to dismiss the Company's coverage claims for
other working valve claims is pending. Even if the Court's prior decision is
applied to all claims alleging anxiety that properly functioning valves might
fracture in the future, it does not deal with fracture claims, which are also
part of the Company's claims, and as to which a further motion by the carriers
is pending. On May 1, 1997, the Company filed a cross-motion concerning the
appropriate trigger of insurance coverage for fracture claims. The Company
filed an interlocutory appeal concerning an important discovery matter for
which the Court of Appeal, Fourth Appellate District, has granted a hearing
and has entered an order staying the pending motions and all other activities
before the trial court, other than discovery.
The Company's operations are subject to federal, state, local and
foreign environmental laws and regulations. Under the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended
("CERCLA" or "Superfund"), the Company has been designated as a potentially
responsible party by the United States Environmental Protection Agency with
respect to certain waste sites with which the Company may have had direct or
indirect involvement. Similar designations have been made by some state
environmental agencies under applicable state superfund laws. Such
designations are made regardless of the extent of the Company's involvement.
There are also claims that the Company may be a responsible party or
participant with respect to several waste site matters in foreign
jurisdictions. Such claims have been made by the filing of a complaint, the
issuance of an administrative directive or order, or the issuance of a notice
or demand letter. These claims are in various stages of administrative or
judicial proceedings. They include demands for recovery of past governmental
costs and for future investigative or remedial actions. In many cases, the
dollar amount of the claim is not specified. In most cases, claims have been
asserted against a number of other entities for the same recovery or other
relief as was asserted against the Company. The Company is currently
participating in remedial action at a number of sites under federal, state,
local and foreign laws.
To the extent possible with the limited amount of information available
at this time, the Company has evaluated its responsibility for costs and
related liability with respect to the above sites and is of the opinion that
the Company's liability with respect to these sites should not have a material
adverse effect on the financial position or the results of operations of the
Company. In arriving at this conclusion, the Company has considered, among
other things, the payments that have been made with respect to the sites in
the past; the factors, such as volume and relative toxicity, ordinarily
applied to allocate defense and remedial costs at such sites; the probable
costs to be paid by the other potentially responsible parties; total projected
remedial costs for a site, if known; existing technology; and the currently
enacted laws and regulations. The Company anticipates that a portion of these
costs and related liability will be covered by available insurance.
Through the early 1970s, Pfizer Inc. (Minerals Division) and Quigley
Company, Inc. ("Quigley"), a wholly owned subsidiary, sold a minimal amount of
one construction product and several refractory products containing some
asbestos. These sales were discontinued thereafter. Although these sales
represented a minor market share, the Company has been named as one of a
number of defendants in numerous lawsuits. These actions, and actions related
to the Company's sale of talc products in the past, claim personal injury
resulting from exposure to asbestos-containing products, and nearly all seek
general and punitive damages. In these actions, the Company or Quigley is
typically one of a number of defendants, and both are members of the Center
for Claims Resolution (the "CCR"), a joint defense organization of twenty
defendants that is defending these claims. The Company and Quigley are
responsible for varying percentages of defense and liability payments for all
members of the CCR. Prior to September 1990, the cases involving talc products
were defended by the CCR, but the Company is now overseeing its own defense of
these actions. A number of cases alleging property damage from asbestos-
containing products installed in buildings have also been brought against the
Company.
On January 15, 1993, a class action complaint and settlement agreement
were filed in the United States District Court for the Eastern District of
Pennsylvania involving all personal injury claims by persons who have been
exposed to asbestos-containing products but who have not yet filed a personal
injury action against the members of the CCR (Future Claims Settlement). The
Future Claims Settlement agreement establishes a claims-processing mechanism
that will provide historic settlement values upon proof of impaired medical
condition as well as claims-processing rates over ten years. In addition, the
shares allocated to the CCR members eliminate joint and several liability. The
court has determined that the Future Claims Settlement is fair and reasonable.
Subsequently, the court entered an injunction enforcing its determination.
Plaintiffs filed an appeal from that injunction in the United States Court of
Appeals for the Third Circuit and on May 10, 1996, a panel of the Third
Circuit reversed the order of the District Court and directed that the
preliminary injunction be vacated. Although the Third Circuit subsequently
denied the motion of the CCR members including the Company and Quigley, for
rehearing of that determination, it agreed to stay its mandate while review is
sought in the United States Supreme Court. On November 1, 1996, the United
States Supreme Court granted a writ of certiorari to hear the appeal, which
was argued February 18, 1997. On June 27, 1997, the U. S. Supreme Court
affirmed the Third Circuit's order and decertified the class and dissolved the
injunction. The overturning of the settlement is not expected to have a
material impact on the Company's exposure or on the availability of insurance
for the vast majority of such cases. It is expected, too, that the CCR will
attempt to resolve such cases in the same manner as heretofore.
At approximately the time it filed the Future Claims Settlement class
action, the CCR settled approximately 16,360 personal injury cases on behalf
of its members, including the Company and Quigley. The CCR has continued to
settle remaining and opt-out cases and claims on a similar basis to past
settlements. The total pending number of active personal injury claims, but
excluding those which are inactive or have been settled in principle as of
June 30, 1997, is 33,481 (of which 23,627 had been covered by the Georgine
injunction) asbestos cases against Quigley; 9,529 (of which 5,676 had been
covered by the Georgine injunction) asbestos cases against the Company; and 67
talc cases against the Company.
Costs incurred by the Company in defending the asbestos personal injury
claims and the property damage claims, as well as settlements and damage
awards in connection therewith, are largely insured against under policies
issued by several primary insurance carriers and a number of excess carriers.
The Company believes that its costs incurred in defending and ultimately
disposing of the asbestos personal injury claims, as well as the property
damage claims, will be largely covered by insurance policies issued by
carriers that have agreed to provide coverage, subject to deductibles,
exclusions, retentions and policy limits. In connection with the Future Claims
Settlement, the defendants commenced a third-party action against their
respective excess insurance carriers that have not agreed to provide coverage
seeking a declaratory judgment that (a) the Future Claims Settlement is fair
and reasonable as to the carriers; (b) the carriers had adequate notice of the
Future Claims Settlement; and (c) the carriers are obligated to provide
coverage for asbestos personal injury claims. It is expected that the
insurance coverage action against the insurance carriers that have not agreed
to provide coverage for asbestos personal injury claims will be pursued. Based
on the Company's experience in defending the claims to date and the amount of
insurance coverage available, the Company is of the opinion that the actions
should not ultimately have a material adverse effect on the financial position
or the results of operations of the Company.
The United States Environmental Protection Agency - Region I and the
Department of Justice have informed the Company that the federal government is
contemplating an enforcement action arising primarily out of a December 1993
multimedia environmental inspection, as well as certain state inspections, of
the Company's Groton, Connecticut facility. The Company is engaged in
discussions with the governmental agencies and does not believe that an
enforcement action, if brought, will have a material adverse effect on the
financial position or the results of operations of the Company.
The Company has been named, together with numerous other manufacturers
of brand name prescription drugs and certain companies that distribute brand
name prescription drugs, in suits in federal and state courts brought by
various groups of retail pharmacy companies. The federal cases consist
principally of a class action by retail pharmacies (including approximately 30
named plaintiffs) (the "Federal Class Action"), as well as additional actions
by approximately 3,500 individual retail pharmacies and a group of chain and
supermarket pharmacies (the "individual actions"). These cases, which have
been transferred to the United States District Court for the Northern District
of Illinois and coordinated for pretrial purposes, allege that the defendant
drug manufacturers violated the Sherman Act by unlawfully agreeing with each
other (and, as alleged in some cases, with wholesalers) not to extend to
retail pharmacy companies the same discounts allegedly extended to mail order
pharmacies, managed care companies and certain other customers, and by
unlawfully discriminating against retail pharmacy companies by not extending
them such discounts. On November 15, 1994, the federal court certified a class
(the Federal Class Action) consisting of all persons or entities who, since
October 15, 1989, bought brand name prescription drugs from any manufacturer
or wholesaler defendant, but specifically excluding government entities, mail
order pharmacies, HMOs, hospitals, clinics and nursing homes. Fifteen
manufacturer defendants, including the Company, agreed to settle the Federal
Class Action subject to court approval. The Company's share pursuant to an
Agreement as of January 31, 1996, was $31.25 million, payable in four annual
installments without interest. The Company continues to believe that there was
no conspiracy and specifically denied liability in the Settlement Agreement,
but had agreed to settle to avoid the monetary and other costs of litigation.
The settlement was filed with the Court on February 9, 1996 and went through
preliminary and final fairness hearings. By orders of April 4, 1996, the
Court: (1) rejected the settlement; (2) denied the motions of the
manufacturers (including the Company) for summary judgment; (3) granted the
motions of the wholesalers for summary judgment; and (4) denied the motion to
exclude purchases by other than direct purchasers. The decision on the
wholesalers has been made final, and been appealed. The decision on the
indirect purchasers has been certified, and accepted, for appeal. The Court
has put off setting a trial date while these matters are pending.
In May 1996, thirteen manufacturer defendants, including the Company,
entered into an Amendment to the Settlement Agreement which was filed with the
Court on May 6, 1996. The Company's financial obligations under the Settlement
Agreement will not be increased. The Settlement Agreement, as amended,
received final approval June 21, 1996. Appeals from this decision were
dismissed by the U.S. Court of Appeals for the Seventh Circuit in May 1997.
Retail pharmacy cases have also been filed in state courts in Alabama,
California, Minnesota, Mississippi and Wisconsin. Pharmacy classes have been
certified in California. The Company's motion to dismiss was granted in the
Wisconsin case, and that dismissal is under appeal.
Consumer class actions have been filed in Alabama, Arizona, California,
the District of Columbia, Florida, Kansas, Maine, Michigan, Minnesota, New
York, North Carolina, Tennessee, Washington and Wisconsin alleging injury to
consumers from the failure to give discounts to retail pharmacy companies.
The New York and Washington state cases were dismissed, and appeals are
pending. A case filed in Colorado state court was dismissed without appeal.
A consumer class has been certified in California, and a limited consumer
class has been certified in the District of Columbia. Class certification was
denied in the Michigan state case, and plaintiffs' subsequent petition for
review was denied.
The Company believes that these brand name prescription drug antitrust
cases, which generally seek damages and certain injunctive relief, are without
merit.
The Federal Trade Commission is conducting an investigation focusing on
the pricing practices at issue in the above pharmacy antitrust litigation. In
July 1996, the Commission issued a subpoena for documents to the Company,
among others, to which the Company has responded. A second subpoena was
issued to the Company for documents in May 1997 and the Company is in the
process of responding.
Schneider (USA) Inc. and Schneider (Europe) AG have been named, together
with Advanced Cardiovascular Systems, Inc., in a federal antitrust action
brought on January 2, 1996, by Boston Scientific Corporation and SciMed Life
Systems, Inc. (a subsidiary of Boston Scientific) in the U.S. District Court,
District of Massachusetts. The suit alleges that the defendants unlawfully
obtained and enforced certain patents covering rapid exchange angioplasty
catheters and conspired against the plaintiffs by, among other allegations,
their settlement of patent infringement litigation in December of 1991. The
suit seeks unspecified treble damages and injunctive relief. The Company
believes that the case is without merit, and has moved to have it dismissed.
FDA administrative proceedings relating to Plax are pending, principally
an industry-wide call for data on all anti-plaque products by the FDA. The
call for data notice specified that products that have been marketed for a
material time and to a material extent may remain on the market pending FDA
review of the data, provided the manufacturer has a good faith belief that the
product is generally recognized as safe and effective and is not misbranded.
The Company believes that Plax satisfied these requirements and prepared a
response to the FDA's request, which was filed on June 17, 1991. This filing,
as well as the filings of other manufacturers, is still under review and is
currently being considered by an FDA Advisory Committee.
On January 15, 1997, an action was filed in Circuit Court, Chambers
County, Alabama, and certified by an ex parte order as a class action,
purportedly on behalf of a class of consumers, variously defined by the laws
or types of laws governing their rights and encompassing residents of up to 47
states. The complaint alleges that the Company's claims for Plax were untrue,
entitling them to a refund of their purchase price for purchases since 1988.
The action was removed to the U.S. District Court for the Northern District of
Alabama, which vacated the class certification order. A motion to remand to
state court is pending. The Company believes the complaint is without merit.
In April 1996, the Company received a Warning Letter from the FDA
relating to the timeliness and completeness of required post marketing reports
for pharmaceutical products. The letter did not raise any safety issue about
Pfizer drugs. The Company has been implementing remedial actions designed to
remedy the issues raised in the letter.
In July 1997, the Company resolved all issues with the FDA related to an
August 1996 Warning Letter from the FDA relating to certain promotional
materials used in the marketing of Zoloft. Two purported consumer class
actions involving Zoloft were filed, in Circuit Court, Dallas County, Texas,
on December 3, and in Superior Court, San Diego County, California, on
December 26, 1996. Each complaint alleges that Pfizer's promotional materials
improperly implied that the FDA had approved Zoloft as safe and effective for
certain indications, and that patients for whom Zoloft was prescribed as a
result of the promotion were entitled to a refund of their purchase price.
Both suits were removed to federal court; but have since been remanded to
state court. Class certification motions are pending in both cases. The
Company believes the suits are without merit.
The securities class action commenced July 13, 1990, arising out of
allegations relating to Shiley heart valves, was settled and the settlement
was approved December 13, 1996. No appeals were filed from the order
approving the settlement and the time within which to appeal has expired. The
settlement had no material impact on the Company's financial position or on
the results of its operations. A derivative action commenced on April 2, 1990
against certain directors and officers and former directors and officers
alleging breaches of fiduciary duty and other common law violations in
connection with the manufacture and distribution of Shiley heart valves is
pending in the Superior Court, Orange County, California. The complaint seeks,
among other forms of relief, damages in an unspecified amount. Even though it
is believed that the suit is without merit, in order to avoid the monetary and
other costs of litigation, the Company has entered into an agreement to settle
this action by way of a $15 million payment by the Company's insurance carrier
to the Company with an attorneys' fee to be paid by the Company out of the
proceeds of the settlement to the shareholders' attorneys who brought the
case. A fairness hearing was held on April 11, 1997 and on May 5, 1997 the
court entered an order affirming the settlement. No appeals were filed from
the order approving the settlement and the time to appeal has expired. The
settlement had no material impact on the Company's financial position or on
the results of its operations.
A purported class action entitled Bradshaw v. Pfizer Inc. and Howmedica
Inc. is pending in the U.S. District Court, Northern District of Ohio. The
action sought monetary and injunctive relief, including medical monitoring, on
behalf of patients implanted with the Howmedica P.C.A. one-piece acetabular
hip component, which was manufactured by Howmedica from 1983 to 1990. The
complaint alleges that the prostheses were defectively designed and
manufactured and posed undisclosed risks to implantees. The federal magistrate
judge has recommended that the district court deny the plaintiffs' motion to
certify the case as a class action. The Company believes that the suit is
without merit. On February 4, 1997, the Company was served with 15 separate
actions in the United States District Court for the District of New Jersey,
brought by some of the same individuals previously identified as members of
the purported class in the Bradshaw action, represented by the same lawyers,
and making the same allegations. The Company believes that most if not all of
these cases are without merit.
The Company and/or Howmedica, along with other device manufacturers and
numerous orthopedic surgeons, had been named as defendants in over 700 cases
(among over 1,600 pending) in numerous state and federal courts seeking
damages relating to alleged improper design, manufacture, and/or promotion of
bone screws for unapproved use in spinal pedicles. Neither Howmedica nor the
Company manufactured or sold pedicle screws in the U.S., but the claims allege
a conspiracy among all of the defendants to over-promote the devices. The
federal cases have been consolidated by the Multidistrict Panel in the U.S.
District Court in Philadelphia, which ruled on April 8, 1996 that all claims
against the manufacturers except express warranty and improper promotion are
preempted. The recent decisions of the United States Supreme Court in Lohr v.
Medtronic may impact the availability of the pre-emption defense in this case
(and in other medical device cases). The Company believes the cases are
without merit. The Company has been dismissed with prejudice from all but
approximately 25 of these pedicle screw cases and has been dismissed without
prejudice from all but two of the remainder.
Between 1994 and 1996, seven class actions alleging various injuries
arising from implantable penile prostheses manufactured by American Medical
Systems (AMS) were filed and ultimately dismissed or discontinued.
Thereafter, in late 1996 and 1997 over 700 former members of one or more of
the purported classes, represented by some of the same lawyers who filed the
class actions, filed individual suits in Circuit Court in Minneapolis alleging
damages from their use of implantable penile prostheses. The Company believes
that most if not all of these cases are without merit.
In June 1993, the Ministry of Justice of the State of Sao Paulo, Brazil
commenced a civil public action against the Company's Brazilian subsidiary,
Laboratorios Pfizer Ltda. ("Pfizer Brazil") asserting that during a period in
1991, Pfizer Brazil withheld sale of the pharmaceutical product Diabinese in
violation of antitrust and consumer protection laws. The action seeks the
award of moral, economic and personal damages to individuals and the payment
to a public reserve fund. On February 8, 1996, the trial court issued a
decision holding Pfizer Brazil liable. The award of damages to individuals and
the payment into the public reserve fund will be determined in a subsequent
phase of the proceedings. The trial court's opinion sets out a formula for
calculating the payment into the public reserve fund which could result in a
sum of approximately $88 million. The total amount of damages payable to
eligible individuals under the decision would depend on the number of persons
eventually making claims. Pfizer Brazil is appealing this decision. The
Company believes that this action is without merit and should not have a
material adverse effect on the financial position or the results of operations
of the Company.
Tax Matters
The Internal Revenue Service (IRS) has completed its examination of the
Company's federal income tax returns for the years 1987 through 1989.
In November 1994, Belgian tax authorities notified Pfizer Research and
Development Company N.V./S.A. ("PRDCO"), an indirect wholly-owned subsidiary
of the Company, of a proposed adjustment to the taxable income of PRDCO for
fiscal year 1992. The proposed adjustment arises from an assertion by the
Belgian tax authorities of jurisdiction with respect to income resulting
primarily from certain transfers of property by non-Belgian subsidiaries of
the Company to the Irish branch of PRDCO. In January 1995, PRDCO received an
assessment from the tax authorities for additional taxes and interest of
approximately $432 million and $97 million, respectively, relating to these
matters. In January 1996, PRDCO received an assessment from the tax
authorities, for fiscal year 1993, for additional taxes and interest of
approximately $86 million and $18 million respectively. The new assessment
arises from the same assertion by the Belgian tax authorities of jurisdiction
with respect to all income of the Irish branch of PRDCO. Based upon the
relevant facts regarding the Irish branch of PRDCO and the provisions of
Belgian tax laws and the written opinions of outside legal counsel, the
Company believes that the assessments are wholly without merit.
The Company believes that its accrued tax liabilities are adequate for
all open years.
Item 4: Submission of Matters to a Vote of Security Holders
The shareholders of the Company voted on four items at the Annual Meeting of
Shareholders held on April 24, 1997:
1. the election of four directors, to terms ending in 2000;
2. a proposal to approve the appointment of KPMG Peat Marwick LLP as
independent auditors for 1997;
3. a proposal to increase the number of authorized shares of the Company's
Common Stock through an amendment of the Company's Certificate of
Incorporation; and
4. a proposal to approve the Pfizer Inc. Executive Annual Incentive Plan.
Votes were cast for election of directors as follows:
Nominee Votes For Votes Withheld
M. Anthony Burns 563,463,455 6,144,660
George B. Harvey 563,068,942 6,539,173
Stanley O. Ikenberry 563,516,897 6,091,218
Harry P. Kamen 561,335,742 8,272,373
The appointment of KPMG Peat Marwick LLP as auditors for 1997 was approved as
follows:
- -- 566,574,742 votes for approval;
- -- 1,121,845 votes against; and
- -- 1,904,152 abstentions.
<PAGE>
The increase in the number of authorized shares of the Company's Common Stock
was approved as follows:
- -- 555,046,868 votes for approval;
- -- 12,028,625 votes against;
- -- 2,532,622 abstentions.
The Pfizer Inc. Executive Annual Incentive Plan was approved as follows:
- -- 534,465,691 votes for approval;
- -- 26,697,388 votes against;
- -- 8,445,036 abstentions.
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
1) Exhibit 3 - Restated Certificate of Incorporation
2) Exhibit 11 - Computation of Earnings Per Common Share
3) Exhibit 15 - Accountants' Acknowledgment
4) Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the second quarter ended
June 29, 1997.
<PAGE>
PFIZER INC. AND SUBSIDIARY COMPANIES
SIGNATURES
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 thereto duly authorized.
Pfizer Inc.
(Registrant)
Date: August 13, 1997
H. V. Ryan, Vice President; Controller
(Principal Accounting Officer and
Duly Authorized Officer)
<PAGE>
Exhibit 3
RESTATED
CERTIFICATE OF INCORPORATION
of
PFIZER INC.
April, 1997
Pfizer Inc., a corporation organized and existing under the laws of the
State of Delaware, HEREBY CERTIFIES AS FOLLOWS:
1. The name of the corporation is Pfizer Inc. The name under which it
was originally incorporated was Chas. Pfizer & Co., Inc. The date of filing
its original Certificate of Incorporation with the Secretary of State was June
2, 1942.
2. This Restated Certificate of Incorporation was duly adopted in
accordance with Section 245 of the General Corporation Law of Delaware.
3. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation as amended or supplemented heretofore and there is no
discrepancy between this Restated Certificate of Incorporation and the text of
the Certificate of Incorporation as amended or supplemented heretofore.
4. The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby restated without further amendments or
changes to read as herein set forth in full:
FIRST: The name of the Corporation is and shall be Pfizer Inc.
(hereinafter in this Restated Certificate of Incorporation called the
"Corporation").
SECOND: The principal office and place of business of the Corporation in
the State of Delaware is located at 1209 Orange Street, in the City of
Wilmington, County of New Castle; and the name and post office address of the
registered agent of the Corporation in the State of Delaware is The
Corporation Trust Company, 1209 Orange Street, in the City of Wilmington,
County of New Castle, Delaware.
THIRD: The nature of the business, or objects or purposes to be
transacted, promoted or carried on are as follows:
To carry on the business of chemists, druggists, chemical manufacturers,
importers, exporters, manufacturers of and dealers in chemical,
pharmaceutical, medicinal, and other preparations and chemicals.
To engage in, conduct, perform or participate in every kind of
commercial, agricultural, mercantile, manufacturing, mining, transportation,
industrial or other enterprise, business, work, contract, undertaking, venture
or operation.
To buy, sell, manufacture, refine, import, export and deal in all
products, goods, wares, merchandise, substances, apparatus, and property of
every kind, nature and description, and to construct, maintain, and alter any
buildings, works or mines.
To enter into, make and perform contracts of every kind with any person,
firm or corporation.
To take out patents, trade-marks, trade names and copyrights, acquire
those taken out by others, acquire or grant licenses in respect of any of the
foregoing, or work, transfer, or do whatever else with them may be thought
fit.
To acquire the good-will, property, rights, franchises, contracts and
assets of every kind and undertake the liabilities of any person, firm,
association or corporation, either wholly or in part, and pay for the same in
the stock, bonds or other obligations of the Corporation or otherwise.
To purchase, hold, own, sell, assign, transfer, mortgage, pledge or
otherwise dispose of shares of the capital stock of any other corporation or
corporations, association or associations, of any state, territory or country,
and while owner of such stock, to exercise all the rights, powers and
privileges of ownership including the right to vote thereon.
To issue bonds, debentures or obligations of the Corporation, at the
options of the Corporation, secure the same by mortgage, pledge, deed of trust
or otherwise, and dispose of and market the same.
To purchase, hold and re-issue the shares of its capital stock and its
bonds and other obligations.
To do all and everything necessary, suitable, convenient or proper for
the accomplishment of any of the purposes or the attainment of one or more of
the objects herein enumerated, or
of the powers herein named, or which shall at any time appear conducive to or
expedient for the protection, or benefit of the Corporation, either as holder
of, or interested in, any property or otherwise, to the same extent as natural
persons might or could do, in any part of the world.
To conduct any of its business in the State of Delaware and elsewhere,
including in the term "elsewhere" any of the states, districts, territories,
colonies or dependencies of the United States, and in any and all foreign
countries and to have one or more offices, and to hold, purchase, mortgage and
convey real
and personal property, without limit as to amount, within or
(except as and when forbidden by local laws) without the State of Delaware.
To carry on any other business to any extent and in any manner not
prohibited by the laws of Delaware or, where the Corporation may seek to do
such business elsewhere, by local laws.
The foregoing clauses shall be construed both as objects and powers, but
no recitation or declaration of specific or special objects or powers herein
enumerated shall be deemed to be exclusive; but in each and every instance it
is hereby expressly declared that all other powers, not inconsistent
therewith, now or hereafter permitted or granted under the laws of Delaware,
or by the laws of any other state or country into which the Corporation may go
or seek to do business, are hereby expressly included as if such other or
general powers were herein set forth.
FOURTH:
A. Authorized Shares and Classes of Stock.
The total number of shares and classes of stock that the Company shall
have authority to issue is three billion twelve million (3,012,000,000)
shares, which shall be divided into two classes, as follows: twelve million
(12,000,000) shares of Preferred Stock, without par value, and three billion
(3,000,000,000) shares of Common Stock of the par value of $.05 per share.
B. Designations, Powers, Preferences and Rights,
in Respect of the Shares of Preferred Stock.
(1) Shares of the Preferred Stock may be issued in one or more series at
such time or times and for such consideration or considerations as the Board
of Directors may determine. All shares of any one series shall be of equal
rank and identical in all respects.
(2) Authority is hereby expressly granted to the Board of Directors to
fix from time to time, by resolution or resolutions providing for the issue of
any series of Preferred Stock, the designation of such series, and the powers,
preferences and rights of the shares of such series, and the qualifications,
limitations or restrictions thereof, including the following:
(a) The distinctive designation and number of shares comprising such
series, which number may (except where otherwise provided by the Board
of Directors in creating such series) be increased or decreased (but not
below the number of shares then outstanding) from time to time by like
action of the Board of Directors;
(b) The dividend rate or rates on the shares of such series and the
preferences, if any, over any other series (or of any other series over
such series) with respect to dividends, the terms and conditions upon
which and the periods in respect of which dividends shall be payable,
whether and upon what conditions such dividends shall be cumulative and,
if cumulative, the date or dates from which dividends shall accumulate;
(c) Whether or not the shares of such series shall be redeemable, the
limitations and restrictions with respect to such redemptions, the time
or times when, the price or prices at which and the manner in which such
shares shall be redeemable, including the manner of selecting shares of
such series for redemption if less than all shares are to be redeemed;
(d) The rights to which the holders of shares and such series shall be
entitled, and the preferences, if any, over any other series (or of any
other series over such series), upon the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding-up of the
Corporation, which rights may vary depending on whether such
liquidation, dissolution, distribution or winding-up is voluntary or
involuntary, and, if voluntary, may vary at different dates;
(e) Whether or not the shares of such series shall be subject to the
operation of a purchase, retirement or sinking fund, and, if so, whether
and upon what conditions such purchase, retirement or sinking fund shall
be cumulative or noncumulative, the extent to which and the manner in
which such fund shall be applied to the purchase or redemption of the
shares of such series for retirement or to other corporate purposes and
the terms and provisions relative to the operation thereof;
(f) Whether or not the shares of such series shall be convertible into
or exchangeable for shares of stock of any other class or classes, or
any other series of the same class and, if so convertible or
exchangeable, the price or prices or the rate or rates of conversion or
exchange and the method, if any, of adjusting the same, and any other
terms and conditions of such conversion or exchange;
(g) The voting powers, full and/or limited, if any, of the shares of
such series; and whether or not and under what conditions the shares of
such series (alone or together with the shares of one or more other
series having similar provisions) shall be entitled to vote separately
as a single class, for the election of one or more additional directors
of the Corporation in case of dividend arrearages or other specified
events, or upon other matters;
(h) Whether or not the issuance of any additional shares of such
series, or of any shares of any other series, shall be subject to
restrictions as to issuance, or as to the powers, preferences or rights
of any such other series;
(i) Whether or not the holders of shares of such series shall be
entitled, as a matter of right, to subscribe for or purchase any part of
any new or additional issue of stock of any class or of securities
convertible into stock of any class and, if so entitled, the
qualifications, conditions, limitations and restrictions of such right;
and
(j) Any other preferences, privileges and powers, and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions of such series, as the Board
of Directors may deem advisable and as shall not be inconsistent with
the provisions of this Certificate of Incorporation.
(3) The shares of each series of Preferred Stock shall entitle the
holders thereof to receive, when, as and if declared by the Board of Directors
out of funds legally available for dividends, cash dividends at the rate,
under the conditions, for the periods and on the dates fixed by the resolution
or resolutions of the Board of Directors pursuant to authority granted in this
Section B, for each series, and no more, before any dividends on the Common
Stock, other than dividends payable in Common Stock, shall be paid or set
apart for payment. No dividends shall be paid or declared or set apart for
payment on any particular series of Preferred Stock in respect of any period
unless dividends shall be or have been paid, or declared and set apart for
payment, pro rata on all shares of Preferred Stock at the time outstanding of
each other series which ranks equally as to dividends with such particular
series, so that the amount of dividends declared on such particular series
shall bear the same ratio to the amount declared on each such other series as
the dividend rate of such particular series shall bear to the dividend rate of
such other series. No dividends shall be deemed to have accrued on any share
of Preferred Stock of any series with respect to any period prior to the date
of original issue of such share or the dividend payment date immediately
preceding or following such date of original issue, as may be provided in the
resolution or resolutions creating such series. The Preferred Stock shall not
be entitled to participate in any dividends declared and paid on the Common
Stock, whether payable in cash, stock or otherwise. Accruals of dividends
shall not bear interest.
(4) Any redemption of Preferred Stock shall be effected by notice duly
given as hereinafter specified and by payment at the redemption price of the
Preferred Stock to be redeemed. In case of redemption of a part only of a
series of the Preferred Stock at the time outstanding, the selection of shares
for redemption may be made either by lot or pro rata or in such other manner
as shall be determined by the Board of Directors. Notice of every such
redemption, stating the redemption date and price, the place of payment, and
the expiration date of then existing rights, if any, of conversion or
exchange, shall be given by publication, not less than 30 nor more than 60
days prior to the date fixed for redemption, at least twice in a newspaper
customarily published at least once a day for at least five days in each
calendar week and of general circulation in New York, New York, whether or not
published on Saturdays, Sundays, or holidays. Notice of such redemption may
also be mailed not less than 30 nor more than 60 days prior to the date fixed
for redemption to the holders of record of the shares so to be redeemed at
their respective addresses as the same shall appear on the books of the
Corporation, but no failure to mail such notice or any defect therein or in
the mailing thereof shall affect the validity of such redemption proceedings.
If
(a) such notice of redemption by publication shall have been duly given
or the Corporation shall have given to a bank or trust company in New
York, New York designated by the Board of Directors and having capital
and surplus of at least Two Million Dollars ($2,000,000), irrevocable
authorization promptly to give such notice; and
(b) on or before the redemption date specified in such notice the funds
or other property necessary for such redemption shall have been
deposited by the Corporation with such bank or trust company, designated
in such notice, in trust for the pro rata benefit of the holders of the
shares so called for redemption, then, notwithstanding that any
certificate for shares so called for redemption shall not have been
surrendered for cancellation, from and after the time of such deposit
all shares of the Preferred Stock so called for redemption shall no
longer be deemed to be outstanding and all rights with respect to such
shares shall forthwith cease and terminate, except only
(i) the right of the holders thereof to receive from such bank or trust
company the funds or other property so deposited, without interest, upon
surrender (and endorsement, if required by the Board of Directors) of
the certificates for such shares, and
(ii) the rights of conversion or exchange, if any, not theretofore
expired.
Any funds or other property so deposited and unclaimed at the end
of six years from such redemption date shall be released or repaid to
the Corporation, after which the holders of the shares so called for
redemption shall look only to the Corporation for payment thereof.
(5) Shares of Preferred Stock which have been redeemed or converted, or
which have been issued and reacquired in any manner and retired, shall have
the status of authorized and unissued Preferred Stock and may be reissued by
the Board of Directors as shares of the same or any other series.
(6) In the event of any voluntary or involuntary liquidation,
dissolution, distribution of assets or winding-up of the Corporation, the
holders of the shares of each series of Preferred Stock then outstanding shall
be entitled to receive out of the net assets of the Corporation, but only in
accordance with the preference, if any, provided for such series, before any
distribution or payment shall be made to the holders of the Common Stock, the
amount per share fixed by the resolution or resolutions of the Board of
Directors to be received by the holders of shares of each such series on such
voluntary or involuntary liquidation, dissolution, distribution of assets or
winding-up, as the case may be. If such payment shall have been made in full,
to the holders of all outstanding Preferred Stock of all series, or duly
provided for, the remaining assets of the Corporation shall be available for
distribution among the holders of the Common Stock. If upon any such
liquidation, dissolution, distribution, of assets or winding-up, the net
assets of the Corporation available for distribution among the holders of any
one or more series of the Preferred Stock which (a) are entitled to a
preference over the holders of the Common Stock upon such liquidation,
dissolution, distribution of assets or winding-up, and (b) rank equally in
connection therewith, shall be insufficient to make payment in full of the
preferential amount to which the holders of such shares shall be entitled,
then such assets shall be distributed among the holders of each such series of
the Preferred Stock ratably according to the respective amounts to which they
would be entitled in respect of the shares held by them upon such distribution
if all amounts payable on or with respect to such shares were paid in full.
Neither the consolidation or merger of the Corporation, nor the sale, lease or
conveyance of all or part of its assets, shall be deemed a liquidation,
dissolution, distribution of assets or winding-up of the Corporation within
the meaning of the foregoing provisions.
(7) Unless and except to the extent otherwise required by law or
provided in the resolution or resolutions of the Board of Directors pursuant
to this Section B, the shares of Preferred Stock shall have no voting power
with respect to any matter whatsoever, including, but not limited to, any
action to
(a) increase the authorized number of shares of the Preferred Stock or
of any series thereof,
(b) create shares of stock of any class ranking prior to or on a parity
with any series of the Preferred Stock with respect to any preferences
or voting powers, and
(c) authorize a new series of the Preferred Stock having preferences or
voting powers ranking prior to or on a parity with any series of the
Preferred Stock with respect to any preferences or voting powers.
In no event shall the Preferred Stock be entitled to more than one vote in
respect of each share of stock.
C. Limitations, Relative Rights and Powers
in Respect of Shares of Common Stock.
(l) After the requirements with respect to preferential dividends, if
any, on the Preferred Stock (fixed pursuant to Section B) shall have been met
and after the Corporation shall have complied with all the requirements, if
any, with respect to the setting aside of sums as purchase, retirement or
sinking funds (fixed pursuant to Section B), then and not otherwise the
holders of Common Stock shall be entitled to receive such dividends as may be
declared from time to time by the Board of Directors.
(2) After distribution in full of the preferential amount, if any,
(fixed pursuant to Section B) to be distributed to the holders of Preferred
Stock in the event of the voluntary or involuntary liquidation, dissolution,
distribution of assets or winding-up of the Corporation, the holders of the
Common Stock shall be entitled to receive all the remaining assets of the
Corporation of whatever kind available for the distribution to stockholders
ratably in proportion to the number of shares of Common Stock held by them
respectively.
(3) Except as may be otherwise required by law or by this Certificate of
Incorporation, each holder of Common Stock shall have one vote in respect of
each share of stock held by him on all matters voted upon by the stockholders.
D. Other Provisions.
(l) Except as may be provided in the resolution or resolutions of the
Board of Directors pursuant to Section B with respect to any series of
Preferred Stock, no holder of stock of
any class of the Corporation shall be entitled as of right to purchase or
subscribe for any part of any unissued stock of any class, or of any
additional stock of any class of Capital Stock of the Corporation, or to any
bonds, certificates of indebtedness, debentures, or other securities
convertible into stock of the Corporation, now or hereafter authorized, but
any such stock or other securities convertible into stock may be issued and
disposed of pursuant to resolution by the Board of Directors to such persons,
firms, corporations or associations and upon such terms and for such
consideration as the Board of Directors in the exercise of its discretion may
determine and as may be permitted by law. Any and all shares of stock so
issued for which the consideration so fixed has been paid or delivered to the
Corporation shall be fully paid and not liable to any further call.
(2) In no case shall fractions of shares of any class of stock be issued
by the Corporation, but in lieu thereof the Corporation shall, at its option,
make a cash adjustment or issue fractional Scrip Certificates, in such form
and in such denominations as shall from time to time be determined by the
Board of Directors. Such Scrip Certificates shall be exchangeable on or
before such date or dates as the Board of Directors may determine, when
surrendered with other similar Scrip Certificates in sufficient aggregate
amounts, for certificates for fully paid and non-assessable full shares of the
respective stocks for which such Scrip Certificates are exchangeable, and new
Scrip Certificates of a like tenor for the remaining fraction of a share, if
any. Such Scrip Certificates shall not entitle any holder thereof to voting
rights, dividend rights or any other rights of a stockholder or any rights
other than the rights therein set forth, and no dividend or interest shall be
payable or shall accrue with respect to Scrip Certificates or the interests
represented thereby. All such Scrip Certificates which are not surrendered in
exchange for shares of stock on or before their respective expiration dates
shall thereafter be void and of no effect whatever.
(3) The minimum amount of capital with which the Corporation will commence
business is $1,000.
SERIES A JUNIOR PREFERRED STOCK
Pursuant to authority conferred by this Article FOURTH upon the Board of
Directors of the Corporation, the Board of Directors, pursuant to the Amended
and Restated Certificate of Designations filed in the Office of the Secretary
of State of the State of Delaware on June 22, 1989, has provided for a series
of Preferred Stock of the Corporation and has stated the designation and
number shares, and has fixed the relative rights, preferences, and limitations
thereof as follows:
Series A Preferred Stock:
"RESOLVED, the designation and amount of a series of Preferred
Stock of the Company previously designated as "Series A Junior
Participating Preferred Stock," and the voting powers, preferences and
relative, participating, optional or other special rights of the shares
of such series, and the qualifications, limitations or restrictions
thereof, are hereby amended and restated to read in their entirety as
follows:
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Preferred Stock" (the "Series A Preferred
Stock") and the number of shares constituting such series shall be 1,900,000.
Section 2. Dividends and Distributions.
(A) Subject to the provisions for adjustment hereinafter set forth,
the holders of shares of Series A Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, (i) in the event the Board of Directors of
the Company shall, at any time after the issuance of any share of Series A
Preferred Stock, declare a cash dividend payable on the Common Stock, $.05 par
value per share, of the Company (the "Common Stock"), a preferential cash
dividend in an amount per share (rounded to the nearest cent) equal to 100
times the per share amount of such cash dividend declared on a share of the
Common Stock and (ii) a preferential cash dividend (the "Preferential
Dividends"), if any, on the first day of January, April, July and October of
each year (each a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Preferred Stock, in an amount equal to $10 per
share of Series A Preferred Stock less the per share amount of all cash
dividends declared on the Series A Preferred Stock pursuant to clause (i) of
this sentence since the immediately preceding Quarterly Dividend Payment Date
or, with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share of Series A Preferred Stock. In the event the Board of
Directors of the Company shall, at any time after the issuance of any share of
Series A Preferred Stock, declare a distribution on the shares of Common Stock
of the Company, whether by way of a dividend or a reclassification of stock, a
recapitalization, reorganization or partial liquidation of the Company or
otherwise, which is payable in cash or any debt security, debt instrument,
real or personal property or any other property (other than cash dividends
subject to the immediately preceding sentence, a distribution of shares of
Common Stock or other capital stock of the Company or a distribution of rights
or warrants to acquire any such share, including any debt security convertible
into or exchangeable for any such share, at a price less than the Fair Market
Value of such share), then and in each such event each holder of Series A
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors, out of funds legally available for the purpose, a
preferential distribution on each then outstanding share of Series A Preferred
Stock of the Company, in like kind, in an amount equal to 100 times the amount
of such distribution paid on a share of Common Stock (subject to the
provisions for adjustment hereinafter set forth). The dividends and
distributions on the Series A Preferred Stock to which holders thereof are
entitled pursuant to clause (i) of the first sentence of this paragraph and
pursuant to the second sentence of this paragraph are hereinafter referred to
as "Series A Dividends" and the multiple of such cash and non-cash dividends
on the Common Stock applicable to the determination of the Series A Dividends,
which shall be 100 initially but shall be adjusted from time to time as
hereinafter provided, is hereinafter referred to as the "Dividend Multiple".
In the event the Company shall at any time after October 5, 1987 declare or
pay any dividend or make any distribution on Common Stock payable in shares of
Common Stock, or effect a subdivision or split or a combination, consolidation
or reverse split of the outstanding shares of Common Stock into a greater or
lesser number of shares of Common Stock, then in each such case the Dividend
Multiple thereafter applicable to the determination of the amount of the
Series A Dividends which holders of shares of Series A Preferred Stock shall
be entitled to receive shall be the Dividend Multiple applicable immediately
prior to such event multiplied by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
B) So long as any shares of Series A Preferred Stock are outstanding,
no dividend or other distribution (other than a dividend or distribution paid
in shares of Common Stock) shall be paid or set apart for payment by the
Company on the Common Stock, unless, in each case, the full dividends on all
outstanding shares of Series A Preferred Stock to which the holders thereof
are entitled shall have been paid. No dividends shall be paid or declared or
set apart for payment on the Series A Preferred Stock in respect of any period
unless dividends shall be or have been paid, or declared and set apart for
payment, pro rata on all shares of Preferred Stock at the time outstanding of
each other series which ranks equally as to dividends with the Series A
Preferred Stock so that the amount of dividends declared on the Series A
Preferred Stock shall bear the same ratio to the amount declared on each such
other series as the accrued dividends on the Series A Preferred Stock shall
bear to the accrued dividends on each such other series. Holders of shares of
Series A Preferred Stock shall not be entitled to any dividend, whether
payable in cash, property or stock, in excess of full dividends, as herein
provided, on shares of Series A Preferred Stock. Accruals of dividends shall
not bear interest.
(C) Preferential Dividends shall begin to accrue on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issuance of any shares of Series A Preferred Stock.
Accrued but unpaid Preferential Dividends shall cumulate but shall not bear
interest. Preferential Dividends paid on the shares of Series A Preferred
Stock in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.
Section 3. Voting Rights. The holders of shares of Series A Preferred
Stock shall have the following voting rights:
(A) Each share of Series A Preferred Stock shall entitle the holder
thereof to 1 vote on all matters submitted to a vote of the stockholders of
the Company. Except as otherwise provided herein, in the Restated
Certificate of Incorporation or by law, the holders of shares of Series A
Preferred Stock and the holders of shares of Common Stock shall vote together
as one class on all matters submitted to a vote of stockholders of the
Company.
(B) In the event that the Preferential Dividends accrued on the
Series A Preferred Stock for four or more quarterly dividend periods, whether
consecutive or not, shall not have been declared and paid or set apart for
payment, the holders of record of the Series A Preferred Stock, together with
any other series of Preferred Stock in respect of which the following right is
expressly granted by the authorizing resolutions included in the Certificate
of Designations therefor, shall have the right, at the next meeting of
stockholders called for the election of directors, to elect two members to the
Board of Directors, which directors shall be in addition to the number
required by the By-laws prior to such event, to serve until the next Annual
Meeting and until their successors are elected and qualified or their earlier
resignation, removal or incapacity or until such earlier time as all accrued
and unpaid Preferential Dividends upon the outstanding shares of Series A
Preferred Stock shall have been paid (or set aside for payment) in full. The
holders of shares of Series A Preferred Stock shall continue to have the right
to elect directors as provided by the immediately preceding sentence until all
accrued and unpaid Preferential Dividends upon the outstanding shares of
Series A Preferred Stock shall have been paid (or set aside for payment) in
full. Such directors may be removed and replaced by such stockholders, and
vacancies in such directorships may be filled only by such stockholders (or by
the remaining director elected by such stockholders, if there be one) in the
manner permitted by law; provided, however, that any such action by
stockholders shall be taken at a meeting of stockholders and shall not be
taken by written consent thereto.
(C) Except as otherwise required by the Restated Certificate of
Incorporation or by law or set forth herein, holders of Series A Preferred
Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for the taking of any corporate action.
Section 4. Certain Restrictions.
(A) Whenever Preferential Dividends or the Series A Dividends are in
arrears or the Company shall be in default of payment thereof, thereafter and
until all accrued and unpaid Preferential Dividends and the Series A
Dividends, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid or set aside for payment in full, and in
addition to any and all other rights which any holder of shares of Series A
Preferred Stock may have in such circumstances, the Company shall not
(i) declare or pay dividends on, make any other distributions on
(other than a dividend or distribution paid in shares of Common Stock),
or redeem or purchase or otherwise acquire for consideration, any shares
of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity as to dividends with the
Series A Preferred Stock, unless dividends are paid ratably on the
Series A Preferred Stock and all such parity stock on which dividends
are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled if the full dividends
accrued thereon were to be paid;
(iii) except as permitted by subparagraph (iv) of this paragraph
4(A), redeem or purchase or otherwise acquire for consideration shares
of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred
Stock, provided that the Company may at any time redeem, purchase or
otherwise acquire shares of any such parity stock in exchange for shares
of any stock of the Company ranking junior (both as to dividends and
upon liquidation, dissolution or winding up) to the Series A Preferred
Stock: or
(iv) purchase or otherwise acquire for consideration any shares
of Series A Preferred Stock, or any shares of stock ranking on a parity
with the Series A Preferred Stock (either as to dividends or upon
liquidation, dissolution or winding up), except in accordance with a
purchase offer made to all holders of such shares upon such terms as the
Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will result
in fair and equitable treatment among the respective series or classes.
(B) The Company shall not permit any Subsidiary (as hereinafter
defined) of the Company to purchase or otherwise acquire for consideration any
shares of stock of the Company unless the Company could, under paragraph (A)
of this Section 4, purchase or otherwise acquire such shares at such time and
in such manner. A "Subsidiary" of the Company shall mean any corporation or
other entity of which securities or other ownership interests having ordinary
voting power sufficient to elect a majority of the board of directors or other
persons performing similar functions are beneficially owned, directly or
indirectly, by the Company or by any corporation or other entity that is
otherwise controlled by the Company.
(C) The Company shall not issue any shares of Series A Preferred Stock
except upon exercise of Rights issued pursuant to that certain Rights
Agreement, dated as of September 24, 1987, as amended by First Amendment to
Rights Agreement, dated as of
May 25, 1989, between the Company and The Chase Manhattan Bank, N.A., a copy
of which is on file with the Secretary of the Company at its principal
executive office and shall be made available to stockholders of record without
charge upon written request therefor addressed to said Secretary.
Notwithstanding the foregoing sentence, nothing contained in the provisions
hereof shall prohibit or restrict the Company from issuing for any purpose any
series of Preferred Stock with rights and privileges similar to, different
from, or greater than, those of the Series A Preferred Stock.
Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall
be retired and cancelled promptly after the acquisition thereof. All such
shares upon their retirement and cancellation shall become authorized but
unissued shares of Preferred Stock, without designation as to series, and such
shares may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors.
Section 6. Liquidation, Dissolution or Winding Up. Upon any voluntary
or involuntary liquidation, dissolution or winding up of the Company, no
distribution shall be made (i) to the holders of shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock unless the holders of shares of Series A
Preferred Stock shall have received, subject to adjustment as hereinafter
provided, (A) $300 per one-hundredth share plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment, or (B) if greater than the amount specified in clause
(i)(A) of this sentence, an amount equal to 100 times the aggregate amount to
be distributed per share to holders of Common Stock, as the same may be
adjusted as hereinafter provided, and (ii) to the holders of stock ranking on
a parity upon liquidation, dissolution or winding up with the Series A
Preferred Stock, unless simultaneously therewith distributions are made
ratably on the Series A Preferred Stock and all other shares of such parity
stock in proportion to the total amounts to which the holders of shares of
Series A Preferred Stock are entitled under clause (i)(A) of this sentence and
to which the holders of such parity shares are entitled, in each case upon
such liquidation, dissolution or winding up. The amount to which holders of
Series A Preferred Stock may be entitled upon liquidation, dissolution or
winding up of the Company pursuant to clause (i)(B) of the foregoing sentence
is hereinafter referred to as the "Participating Liquidation Amount" and the
multiple of the amount to be distributed to holders of shares of Common Stock
upon the liquidation, dissolution or winding up of the Company applicable
pursuant to said clause to the determination of the Participating Liquidation
Amount, as said multiple may be adjusted from time to time as hereinafter
provided, is hereinafter referred to as the "Liquidation Multiple". In the
event the Company shall at any time after October 5, 1987 declare or pay any
dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or split or a combination, consolidation or reverse split of the
outstanding shares of Common Stock into a greater or lesser number of shares
of Common Stock, then in each such case the Liquidation Multiple thereafter
applicable to the determination of the Participating Liquidation Amount to
which holders of Series A Preferred Stock shall be entitled after such event
shall be the Liquidation Multiple applicable immediately prior to such event
multiplied by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.
Section 7. Certain Reclassifications and Other Events.
(A) In the event that holders of shares of Common Stock of the Company
receive after October 5, 1987 in respect of their shares of Common Stock any
share of capital stock of the Company (other than any share of Common Stock of
the Company), whether by way of reclassification, recapitalization,
reorganization, dividend or other distribution or otherwise (a "Transaction"),
then and in each such event the dividend rights and rights upon the
liquidation, dissolution or winding up of the Company of the shares of Series
A Preferred Stock shall be adjusted so that after such event the holders of
Series A Preferred Stock shall be entitled, in respect of each share of Series
A Preferred Stock held, in addition to such rights in respect thereof to which
such holder was entitled immediately prior to such adjustment, to (i) such
additional dividends as equal the Dividend Multiple in effect immediately
prior to such Transaction multiplied by the additional dividends which the
holder of a share of Common Stock shall be entitled to receive by virtue of
the receipt in the Transaction of such capital stock and (ii) such additional
distributions upon liquidation, dissolution or winding up of the Company as
equal the Liquidation Multiple in effect immediately prior to such Transaction
multiplied by the additional amount which the holder of a share of Common
Stock shall be entitled to receive upon liquidation, dissolution or winding up
of the Company by virtue of the receipt in the Transaction of such capital
stock, as the case may be, all as provided by the terms of such capital stock.
(B) In the event that holders of shares of Common Stock of the Company
receive after October 5, 1987 in respect of their shares of Common Stock any
right or warrant to purchase Common Stock (including as such a right, for all
purposes of this paragraph, any security convertible into or exchangeable for
Common Stock) at a purchase price per share less than the Fair Market Value
(as hereinafter defined) of a share of Common Stock on the date of issuance of
such right or warrant, then and in each such event the dividend rights and
rights upon the liquidation, dissolution or winding up of the Company of the
shares of Series A Preferred Stock shall each be adjusted so that after such
event the Dividend Multiple and the Liquidation Multiple shall each be the
product of the Dividend Multiple and the Liquidation Multiple, as the case may
be, in effect immediately prior to such event multiplied by a fraction the
numerator of which shall be the number of shares of Common Stock outstanding
immediately before such issuance of rights or warrants plus the maximum number
of shares of Common Stock which could be acquired upon exercise in full of all
such rights or warrants and the denominator of which shall be the number of
shares of Common Stock outstanding immediately before such issuance of rights
or warrants plus the number of shares of Common Stock which could be
purchased, at the Fair Market Value of the Common Stock at the time of such
issuance, by the maximum aggregate consideration payable upon exercise in full
of all such rights or warrants.
(C) In the event that holders of shares of Common Stock of the Company
receive after October 5, 1987 in respect of their shares of Common Stock any
right or warrant to purchase capital stock of the Company (other than shares
of Common Stock), including as such a right, for all purposes of this
paragraph, any security convertible into or exchangeable for capital stock of
the Company (other than Common Stock), at a purchase price per share less than
the Fair Market Value of such shares of capital stock on the date of issuance
of such right or warrant, then and in each such event the dividend rights and
rights upon liquidation, dissolution or winding up of the Company of the
shares of Series A Preferred Stock shall each be adjusted so that after such
event each holder of a share of Series A Preferred Stock shall be entitled, in
respect of each share of Series A Preferred Stock held, in addition to such
rights in respect thereof to which such holder was entitled immediately prior
to such event, to receive (i) such additional dividends as equal the Dividend
Multiple in effect immediately prior to such event multiplied, first, by the
additional dividends to which the holder of a share of Common Stock shall be
entitled upon exercise of such right or warrant by virtue of the capital stock
which could be acquired upon such exercise and multiplied again by the
Discount Fraction (as hereinafter defined) and (ii) such additional
distributions upon liquidation, dissolution or winding up of the Company as
equal the Liquidation Multiple in effect immediately prior to such event
multiplied, first, by the additional amount which the holder of a share of
Common Stock shall be entitled to receive upon liquidation, dissolution or
winding up of the Company upon exercise of such right or warrant by virtue of
the capital stock which could be acquired upon such exercise and multiplied
again by the Discount Fraction. For purposes of this paragraph, the "Discount
Fraction" shall be a fraction the numerator of which shall be the difference
between the Fair Market Value of a share of the capital stock subject to a
right or warrant distributed to holders of shares of Common Stock of the
Company as contemplated by this paragraph immediately after the distribution
thereof and the purchase price per share for such share of capital stock
pursuant to such right or warrant and the denominator of which shall be the
Fair Market Value of a share of such capital stock immediately after the
distribution of such right or warrant.
(D) For purposes of this Section 7, the "Fair Market Value" of a share
of capital stock of the Company (including a share of Common Stock) on any
date shall be deemed to be the average of the daily closing price per share
thereof over the 30 consecutive Trading Days (as such term is hereinafter
defined) immediately prior to such date; provided, however, that, in the event
that such Fair Market Value of any such share of capital stock is determined
during a period which includes any date that is within 30 Trading Days after
(i) the ex-dividend date for a dividend or distribution on stock payable in
shares of such stock or securities convertible into shares of such stock, or
(ii) the effective date of any subdivision, split, combination, consolidation,
reverse stock split or reclassification of such stock, then, and in each such
case, the Fair Market Value shall be appropriately adjusted by the Board of
Directors of the Company to take into account ex-dividend or post-effective
date trading. The closing price for any day shall be the last sale price,
regular way, or, in case, no such sale takes place on such day, the average of
the closing bid and asked prices, regular way (in either case, as reported in
the applicable transaction reporting system with respect to securities listed
or admitted to trading on the New York Stock Exchange), or, if the shares are
not listed or admitted to trading on the New York Stock Exchange, as reported
in the applicable transaction reporting system with respect to securities
listed on the principal national securities exchange on which the shares are
listed or admitted to trading or, if the shares are not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not
so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then
in use, or if on any such date the shares are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by
a professional market maker making a market in the shares selected by the
Board of Directors of the Company. The term "Trading Day" shall mean a day on
which the principal national securities exchange on which the shares are
listed or admitted to trading is open for the transaction of business or, if
the shares are not listed or admitted to trading on any national securities
exchange, on which the New York Stock Exchange or such other national
securities exchange as may be selected by the Board of Directors of the
Company is open. If the shares are not publicly held or not so listed or
traded on any day within the period of 30 Trading Days applicable to the
determination of Fair Market Value thereof as aforesaid, "Fair Market Value"
shall mean the fair market value thereof per share as determined in good faith
by the Board of Directors of the Company. In either case referred to in the
foregoing sentence, the determination of Fair Market Value shall be described
in a statement filed with the Secretary of the Company.
Section 8. Consolidation, Merger, etc. In case the Company shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each
outstanding share of Series A Preferred Stock shall at the same time be
similarly exchanged for or changed into the aggregate amount of stock,
securities, cash and/or other property (payable in like kind), as the case may
be, for which or into which each share of Common Stock is changed or exchanged
multiplied by the higher of the Dividend Multiple or the Liquidation Multiple
in effect immediately prior to such event.
Section 9. Effective Time of Adjustments.
(A) Adjustments to the Series A Preferred Stock required by the
provisions hereof shall be effective as of the time at which the event
requiring such adjustments occurs.
(B) The Company shall give prompt written notice to each holder of a
share of Series A Preferred Stock of the effect of any adjustment to the
dividend rights or rights upon liquidation, dissolution or winding up of the
Company of such shares required by the provisions hereof. Notwithstanding the
foregoing sentence, the failure of the Company to give such notice shall not
affect the validity of or the force or effect of or the requirement for such
adjustment.
Section 10. No Redemption. The shares of Series A Preferred Stock
shall not be redeemable at the option of the Company or any holder thereof.
Notwithstanding the foregoing sentence of this Section, the Company may
acquire shares of Series A Preferred Stock in any other manner permitted by
law, the provisions hereof and the Restated Certificate of Incorporation of
the Company.
Section 11. Ranking. Unless otherwise provided in the Restated
Certificate of Incorporation of the Company or a Certificate of Designations
relating to a subsequent series of preferred stock of the Company, the Series
A Preferred Stock shall rank junior to all other series of the Company's
Preferred Stock as to the payment of dividends and the distribution of assets
on liquidation, dissolution or winding up and senior to the Common Stock.
Section 12. Amendment. The provisions hereof and the Restated
Certificate of Incorporation of the Company shall not be amended in any manner
which would adversely affect the rights, privileges or powers of the Series A
Preferred Stock without, in addition to any other vote of stockholders
required by law, the affirmative vote of the holders to two-thirds or more of
the outstanding shares of Series A Preferred Stock, voting together as a
single class."
FIFTH: The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.
SIXTH: The Corporation shall have perpetual existence.
SEVENTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and it is
expressly provided that the same are intended to be in furtherance and not in
limitation or exclusion of the powers conferred by statute:
(1) The number of directors of the Corporation (exclusive of directors
(the "Preferred Stock Directors") who may be elected by the holders of any one
or more series of Preferred Stock which may at any time be outstanding, voting
separately as a class or classes) shall not be less than ten nor more than
eighteen, the exact number within said limits to be fixed from time to time
solely by resolution of the Board of Directors, acting by not less than a
majority of the directors then in office.
(2) The Board of Directors (exclusive of Preferred Stock Directors)
shall be divided into three classes, with the term of office of one class
expiring each year. At the annual meeting of shareholders in 1985, five
directors of the first class shall be elected to hold office for a term
expiring at the annual meeting of shareholders in 1986, six directors of the
second class shall be elected to hold office for a term expiring at the annual
meeting of shareholders in 1987 and six directors of the third class shall be
elected to hold office for a term expiring at the annual meeting of
shareholders in 1988. Commencing with the annual meeting of shareholders in
1986, directors of each class the term of which shall then expire shall be
elected to hold office for a three-year term and until the election and
qualification of their respective successors in office. In case of any
increase in the number of directors (other than Preferred Stock Directors),
the number of directors in each class shall be as nearly equal as possible.
Election of directors need not be by ballot unless the By-laws so provide.
(3) Subject to the rights of the holders of any one or more series of
Preferred Stock then outstanding, newly created directorships resulting from
any increase in the authorized number of directors or any vacancies in the
Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be filled solely by
the Board of Directors, acting by not less than a majority of the Directors
then in office. Any director so chosen shall hold office until the next
election of the class for which such directors shall have been chosen and
until his successor shall be elected and qualified. No decrease in the number
of directors shall shorten the term of any incumbent director.
(4) Subject to the rights of the holders of any one or more series of
Preferred Stock then outstanding, any director, or the entire Board of
Directors, may be removed from office at any time, but only for cause and only
by the affirmative vote of at least 80% of all of the outstanding shares of
capital stock of the Corporation as are entitled to vote generally in the
election of directors ("Voting Stock"), voting together as a single class.
(5) The By-laws may prescribe the number of directors necessary to
constitute a quorum and such number may be less than a majority of the total
number of directors, but shall not be less than one-third of the total number
of directors.
(6) Both shareholders and directors shall have power, if the By-laws of
the Corporation so provide, to hold their meetings either within or without
the State of Delaware, to have one or more offices in addition to the
principal office in the State of Delaware, and to keep the books of the
Corporation (subject to the provisions of the statutes) outside of the State
of Delaware at such places as may from time to time be designated by them.
(7) The Board of Directors shall have power to determine from time to
time whether and if allowed under what conditions and regulations the
accounts, and except as otherwise provided by statute or by this Certificate
of Incorporation, the books of the Corporation shall be open to the inspection
of the shareholders, and the shareholders' rights in this respect are and
shall be restricted or limited accordingly, and no shareholder shall have any
right to inspect any account or book or document of the Corporation except as
conferred by statute or by this Certificate of Incorporation, or authorized by
the Board of Directors or by a resolution of the shareholders.
(8) The Board of Directors shall have the power to adopt, amend or
repeal the By-laws of the Corporation.
(9) The Board of Directors acting by a majority of the whole board shall
have power to appoint three or more of their number to constitute an Executive
Committee, which Committee shall, when the Board of Directors is not in
session and subject to the By-laws, have and exercise any or all of the powers
of the Board of Directors in the management of the business and affairs of the
Corporation and shall have power to authorize the seal of the Corporation to
be affixed to all papers which may require it. The Board of Directors acting
by a majority of the whole board shall also have power to appoint any other
committee or committees, such committees to have and exercise such powers as
shall be conferred by the Board of Directors or be authorized by the By-laws.
(10) Except as may be otherwise provided by statute or in this
Certificate of Incorporation, the business and affairs of this Corporation
shall be managed under the direction of the Board of Directors.
(11) Directors, for their services as such, may be paid such
compensation as may be fixed from time to time by the Board of Directors.
(12) The Board of Directors shall have power from time to time to fix
and determine and vary the amount of the working capital of the Corporation
and, subject to any restrictions contained in the Certificate of
Incorporation, to direct and determine the use and disposition of any surplus
over and above the capital stock paid in, and in its discretion to use and
apply any such surplus in purchasing or acquiring property, bonds or other
obligations of the Corporation or shares of its own capital stock, to such
extent and in such manner and upon such terms as the Board of Directors shall
deem expedient, but any shares of such capital stock so purchased or acquired
may be resold unless such shares shall have been retired in the manner
provided by law for the purpose of decreasing the Corporation's capital stock.
(13) Notwithstanding any other provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote of
the holders of any particular class of Voting Stock required by law or this
Certificate of Incorporation, the affirmative vote of the holders of at least
80% of all of the then outstanding shares of Voting Stock, voting together as
a single class, shall be required to alter, amend or repeal paragraphs (1),
(2), (3), (4), (5), (8), (10) or this paragraph (13) of this Article SEVENTH.
(14) The liability of the Corporation's Directors to the Corporation or
its shareholders shall be eliminated to the fullest extent permitted by the
Delaware General Corporation Law as amended from time to time. No amendment
to or repeal of this paragraph (14) of Article SEVENTH shall apply to or have
any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
Notwithstanding any other provision of law which might otherwise permit
a lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular class of Voting Stock required by law or this
Certificate of Incorporation, the affirmative vote of the holders of at least
80% of all of the then outstanding shares of Voting Stock, voting together as
a single class, shall be required to alter, amend or repeal this paragraph
(14) of this Article SEVENTH.
(15) Any action required or permitted to be taken by the shareholders
of the Corporation must be effected solely at a duly called annual or special
meeting of such holders and may not be effected by any consent in writing by
such holders.
EIGHTH:
A. Applicability of Article.
Except as otherwise expressly provided in Section C of this Article
EIGHTH, none of the actions or transactions listed below shall be effected by
the Corporation, or approved by the Corporation as a shareholder of any
majority-owned subsidiary of the Corporation if, as of the record date for the
determination of the shareholders entitled to vote thereon, any Related Person
(as hereinafter defined) exists, unless the applicable requirements of
Sections B, C, D, E and F of this Article EIGHTH
are fully complied with:
(1) any merger or consolidation of the Corporation or any of its
subsidiaries into or with such Related Person;
(2) any sale, lease, exchange or other disposition of all or any
substantial part of the assets of the Corporation or any of its majority-owned
subsidiaries to or with such Related Person;
(3) the issuance or delivery of any Voting Stock, or securities
convertible into or exchangeable or exercisable for any Voting Stock, or of
voting securities of any of the Corporation's majority-owned subsidiaries to
such Related Person in exchange for cash, other assets or securities, or a
combination thereof; or
(4) any voluntary dissolution or liquidation of the Corporation.
B. Stockholder Vote Required.
The actions and transactions described in Section A of this Article
EIGHTH shall have been authorized by the affirmative vote of at least 80% of
all of the outstanding shares of Voting Stock, voting together as a single
class.
C. Minimum Price Required.
Notwithstanding Section B hereof, the 80% voting requirement shall not
be applicable if (1) any action or transaction specified in Section A hereof
is approved by the Corporation's Board of Directors and by a majority of the
Continuing Directors (as hereinafter defined); provided, however, that if
there are not at least five Continuing Directors this exception for approval
by the Board of Directors shall not be applicable or (2) in the case of any
action or transaction pursuant to which the holders of the capital stock of
the Corporation are entitled to receive cash, property, securities or other
consideration, the cash or fair market value of the property, securities or
other consideration to be received per share by holders of the capital stock
of the Corporation in such action or transaction is not less than the higher
of (a) the highest price per share paid by the Related Person in acquiring any
of its holdings of capital stock of the Corporation, or (b) the highest
closing sale price on any day either since the Related Person acquired its
first share of capital stock of the Corporation which it continues to own or
control or during the five years preceding the date of consideration of the
action or transaction by the Corporation's Board of Directors, whichever
period is shorter; such highest closing sale price shall be determined by the
reports of closing sale prices on the Composite Tape for New York Exchange
Listed Stocks or, if such stock is not quoted on the Composite Tape on the New
York Stock Exchange or other principal United States securities exchange on
which such stock is listed or, for any period when such stock is not listed on
any such exchange, the highest closing bid quotation with respect to a share
of such stock on the National Association of Securities Dealers, Inc.
Automated Quotation System; such price, in either case (a) or (b), to be
proportionately adjusted for any subsequent increase or decrease in the number
of issued shares of the Corporation's capital stock resulting from a
subdivision or consolidation of shares or any other capital adjustments, the
payment of a stock dividend, or other increase or decrease in such shares of
capital stock effected without receipt of consideration by the Corporation.
D. Restrictions on Certain Actions.
After becoming a Related Person and prior to consummation of such action
or transaction (1) such Related Person shall not have acquired from the
Corporation or any of its majority-owned subsidiaries any newly issued or
treasury shares of capital stock or any newly issued securities convertible
into or exchangeable for capital stock of the Corporation or any of its
majority-owned subsidiaries, directly or indirectly (except upon conversion or
exchange of convertible or exchangeable securities acquired by it prior to
becoming a Related Person or as a result of a pro rata stock dividend or stock
split or other distribution of stock to all shareholders pro rata); (2) such
Related Person shall not have received the benefit directly or indirectly
(except proportionately as a shareholder) of any loans, advances, guarantees,
pledges or other financial assistance or tax credits provided by the
Corporation or any of its majority-owned subsidiaries, or made any major
changes in the Corporation's or any of its majority-owned subsidiaries'
businesses or capital structures or reduced the current rate of dividends
payable on the Corporation's capital stock below the rate in effect
immediately prior to the time such Related Person became a Related Person (the
current rate of dividends being the ratio of the current dividend to the net
income of the Corporation for the full fiscal quarter immediately preceding
the quarter in which such dividend is paid; and the rate of dividends in
effect immediately prior to the time such Related Person became a Related
Person being the ratio of (a) the aggregate dividends paid during the four
full fiscal quarters immediately preceding the time such Related Person became
a Related Person to (b) the aggregate net income of the Corporation for the
four successive full fiscal quarters immediately preceding the last quarter in
which such dividends were paid); and (3) such Related Person shall have taken
all required actions to ensure that the Corporation's Board of Directors
includes representation by Continuing Directors (as hereinafter defined) at
least proportionate to the stockholdings of the Corporation's remaining public
shareholders (as hereinafter defined), with a Continuing Director to occupy
any Board position resulting from a fraction and, in any event, with at least
one Continuing Director to serve on the Board so long as there are any
remaining public shareholders.
E. Proxy Statement Required.
A proxy statement responsive to the requirements of the Securities
Exchange Act of 1934, as amended, whether or not the Corporation is then
subject to such requirements, shall be mailed to the shareholders of the
Corporation for the purpose of soliciting shareholder approval of such action
or transaction and shall contain at the front thereof, in a prominent place,
any recommendations as to the advisability or inadvisability of the action or
transaction which the Continuing Directors may choose to state.
F. Certain Definitions.
For the purpose of this Article EIGHTH, (1) the term "Related Person"
shall mean any other corporation, person or entity (including any Affiliate
thereof), other than this Corporation, any of its subsidiaries or any officer
or employee thereof who holds only voting power pursuant to proxies which
beneficially owns or controls, directly or indirectly, 10% or more of the
outstanding shares of Voting Stock, (2) a Related Person shall be deemed to
own or control, directly or indirectly, any outstanding shares of Voting Stock
owned by it of record or beneficially, including without limitation shares (a)
which it has the right to acquire pursuant to any agreement, or upon exercise
of conversion rights, warrants or options, or otherwise or (b) which are
beneficially owned, directly or indirectly (including shares deemed owned
through application of clause (a) above), by any other corporation, person or
other entity (x) with which it or its Affiliate or Associate (as hereinafter
defined) has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of Voting Stock or (y) which is its
"Affiliate" (other than the Corporation) or "Associate" (other than the
Corporation) as those terms are defined in the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended; (3) the term "Voting
Stock" shall mean such shares of capital stock of the Corporation as are
entitled to vote generally in the election of directors; (4) the term
"Continuing Director" shall mean a director who was a member of the Board of
Directors of the Corporation immediately prior to the time that any Related
Person involved in the proposed action or transaction became a Related Person
or a director nominated by a majority of the remaining Continuing Directors;
and (5) the term "remaining public shareholders" shall mean the holders of the
Corporation's capital stock other than the Related Person.
G. Determinations by the Board of Directors.
The Board of Directors of the Corporation shall have the power and duty
to determine for the purposes of this Article EIGHTH, on the basis of
information then known to the Board of Directors, whether (1) any Related
Person exists or is an Affiliate or an Associate of another and (2) any
proposed sale, lease, exchange, or other disposition of part of the assets of
the Corporation or any majority-owned subsidiary involves a substantial part
of the assets of the Corporation or any of its subsidiaries. Any such
determination by the Board of Directors shall be conclusive and binding for
all purposes.
H. Alteration, Amendment or Repeal.
Notwithstanding any other provision of law which might otherwise permit
a lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular class of Voting Stock required by law or this
Certificate of Incorporation, the affirmative vote of the holders of at least
80% of all of the then outstanding shares of Voting Stock, voting together as
a single class, shall be required to alter, amend or repeal this Article
EIGHTH.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by statute and all rights conferred upon
the stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, said PFIZER INC. has caused its corporate seal to be
hereunto affixed and this certificate to be signed by C. L. Clemente its
Senior Vice President and attested by Terence J. Gallagher, its Assistant
Secretary, this 29th day of April, 1997.
PFIZER INC.
By____/s/ C. L. Clemente_____
Senior Vice President
ATTEST:
By_ /s/ Terence J. Gallagher_______
Assistant Secretary
<PAGE>
Exhibit 11
<TABLE>
PFIZER INC. AND SUBSIDIARY COMPANIES
COMPUTATION OF EARNINGS PER COMMON SHARE
(millions, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 29, June 30, June 29, June 30,
1997 1996 1997 1996
Primary:
<S> <C> <C> <C> <C>
Net income $ 457 $ 394 $1,059 $ 911
Weighted average number of
common shares outstanding 1,257 1,246 1,257 1,243
Common share equivalents (a) 44 39 43 40
Weighted average number of
common shares and common
share equivalents 1,301 1,285 1,300 1,283
Net income per common share $.35 $.31 $.81 $.71
Fully Diluted:
Net income $ 457 $ 394 $1,059 $ 911
Weighted average number of
common shares outstanding 1,257 1,246 1,257 1,243
Common share equivalents and
other dilutive securities 51 40 47 42
Weighted average number of
common shares and common
share equivalents 1,308 1,286 1,304 1,285
Net income per common share $.35 $.31 $.81 $.71
<FN>
<F1>(a) Applies to stock option plans.
Note: In April 1997, the Company announced a two-for-one stock split in
the form of a 100 percent stock dividend effective on June 30, 1997 to
shareholders of record on June 2, 1997. The par value remained at $.05
per share.
</FN>
</TABLE>
<PAGE>
Exhibit 15
ACCOUNTANTS' ACKNOWLEDGMENT
Board of Directors
Pfizer Inc.:
We hereby acknowledge the incorporation by reference of our report dated
August 13, 1997, included within the Quarterly Report on Form 10-Q of Pfizer
Inc. for the quarter ended June 29, 1997, 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-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-8 dated March
29, 1996 (File No. 33-02061).
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is
not considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
KPMG Peat Marwick LLP
New York, New York
August 13, 1997
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULED CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PFIZER INC.
AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEET AND CONDENSED
STATEMENT OF INCOME FOR THE PERIOD ENDED JUNE 29, 1997 AND IS QUALFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-29-1997
<CASH> 1,514
<SECURITIES> 723
<RECEIVABLES> 2,586
<ALLOWANCES> (61)
<INVENTORY> 1,664
<CURRENT-ASSETS> 7,343
<PP&E> 6,203
<DEPRECIATION> (2,260)
<TOTAL-ASSETS> 15,732
<CURRENT-LIABILITIES> 6,422
<BONDS> 731
0
0
<COMMON> 69
<OTHER-SE> 10,913
<TOTAL-LIABILITY-AND-EQUITY> 15,732
<SALES> 5,856
<TOTAL-REVENUES> 5,914
<CGS> 1,055
<TOTAL-COSTS> 1,055
<OTHER-EXPENSES> 874
<LOSS-PROVISION> 7
<INTEREST-EXPENSE> 74
<INCOME-PRETAX> 1,498
<INCOME-TAX> 434
<INCOME-CONTINUING> 1,059
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,059
<EPS-PRIMARY> .81<F1>
<EPS-DILUTED> .81<F1>
<FN>
<F1>EPS amounts reflect the two-for-one stock split effective June 30, 1997.
Prior period financial data schedules have not been restated to reflect
this stock split.
</FN>
</TABLE>
