SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: July 21, 1999
Date of earliest event reported: July 19, 1999
PFIZER INC.
(Exact name of registrant as specified in its charter)
Delaware 1-3619 13-5315170
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
235 East 42nd Street
New York, New York 10017-5755
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 573-2323
Item 5. Other Events
On July 19, 1999 Pfizer Inc. announced that it entered into a voluntary
agreement to plead guilty to antitrust charges by the Antitrust Division of
the US Department of Justice related to two products sold by Pfizer's former
Food Science Group, a division that manufactured and sold food additives.
Pfizer sold the Food Science Group in January 1996.
Item 7. Exhibits
Exhibit 99 - Press Release of Pfizer Inc. dated July 19, 1999.
SIGNATURE
Under the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the authorized
person named below.
PFIZER INC.
By: /s/ Margaret M. Foran
.............................
Name: Margaret M. Foran
Title: Senior Corporate
Counsel and
Assistant Secretary
Dated: July 21, 1999
EXHIBIT INDEX
Exhibit No. Description
99 Press Release dated July 19, 1999, announcing the
voluntary plea agreement with the Antitrust Division
of the US Department of Justice relating to charges
of anti-competitive activities of Pfizer's former
Food Science Group.
For Immediate Release Contact: Brian McGlynn
July 19, 1999 212-573-2051
PFIZER SETTLES INVESTIGATION OF FORMER BUSINESS UNIT
- ---
Company Enters Voluntary Plea Agreement Related to Charges of Anti-Competitive
Activities in Food Science Group, Sold in 1996.
NEW YORK, July 19 - Pfizer Inc (NYSE:PFE) announced today that it has entered
into a voluntary agreement to plead guilty to antitrust charges by the
Antitrust Division of the US Department of Justice involving Pfizer's former
Food Science Group, a division that manufactured and sold food additives.
Pfizer sold the Food Science Group in January 1996. Pfizer does not believe
that this settlement will have a material effect on its business or results of
operations.
The Department of Justice has stated that no further antitrust charges will be
brought against Pfizer relating to the former Food Science Group, and that
there are no other pending antitrust investigations against Pfizer. The
Department of Justice has also stated that it will not bring any charges
against any current director, officer, or employee of Pfizer for any antitrust
offenses involving the manufacture or sale of any products sold or produced by
Pfizer's former Food Science Group.
In addition, the Department of Justice stated that none of Pfizer's current
directors, officers or employees was aware of any aspect of the activity that
gave rise to the charged Sherman Act violations. The Department of Justice
has further stated that its investigation has uncovered no evidence of any
antitrust violations relating to Pfizer's current business, or which suggests
a current lack of integrity or business honesty on the part of Pfizer or its
current management or employees.
Under the agreement, Pfizer will plead guilty in Federal District Court in San
Francisco to one count of price fixing of sodium erythorbate, a food additive,
and one count of market allocation of maltols, flavor enhancers. The Company
agreed to pay a total fine of $20 million. Pfizer deeply regrets these
actions, which were contrary to the Company's clear, long-standing values,
policies and practices.
The two food products that are the subject of the plea agreement involved a
small component of Pfizer's business unrelated to the Company's core research-
based pharmaceutical business. The combined annual sales of the two products
accounted for less than 1% of annual Pfizer sales. Both products were
manufactured and sold by Pfizer's former Food Science Group. Pfizer has not
been involved in the marketing or sale of food additives for almost four
years.
The Company stated that it was not aware of the investigation until the
Department of Justice brought the matter to the Company's attention in early
1998. Once Pfizer became aware of this situation, it cooperated fully with
the Department of Justice. The Company believes that this voluntary
settlement is in the best interests of the company and its shareholders.
Pfizer Inc is a research-based global pharmaceutical company that discovers,
develops, manufactures and markets innovative medicines for humans and
animals. The Company reported revenues of more than $13.5 billion in 1998 and
expects to spend about $2.8 billion on research and development this year. In
1999, Pfizer celebrates its 150th anniversary.
Important Notice:
Forward-looking statements in this document should be evaluated together with
the many uncertainties that affect our business, particularly those mentioned
in the cautionary statements in Part 1 of our 1998 Form 10-K, which we
incorporate by reference, as well as various other factors, including but not
limited to other private or governmental actions resulting from the resolution
of this matter.
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