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SCHEDULE 14A INFORMATION
CONSENT STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Consent Statement
[ ] Confidential, for Use of the Commission only (as permitted by rule 14a-6(e)(2))
[ ] Definitive Consent Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or Rule 14a-12
</TABLE>
WARNER-LAMBERT COMPANY
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(Name of Registrant as Specified in Its Charter)
PFIZER INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY COPY; SUBJECT TO COMPLETION
DECEMBER , 1999
------------------------
CONSENT STATEMENT
OF
PFIZER INC.
------------------------
To the Stockholders of Warner-Lambert Company:
This Consent Statement and the enclosed WHITE consent card are from Pfizer
Inc., ("Pfizer," "we" or "us"), for the solicitation by Pfizer of written
consents from you, the holders of shares of common stock of Warner-Lambert
Company ("Warner-Lambert"), to take the following actions without a
stockholders' meeting, as authorized by Delaware law:
(1) Remove Warner-Lambert's Board of Directors and any other person
(other than those elected by this consent) elected or appointed to the
Warner-Lambert Board before the effective date of this stockholder action;
(2) Amend Section 1 of Article IV of the Warner-Lambert by-laws to
reduce the number of directors of Warner-Lambert to seven;
(3) Amend Section 2 of Article IV of the Warner-Lambert by-laws to
provide that vacancies on the Warner-Lambert Board created as a result of
the removal of the current directors by Warner-Lambert's stockholders may
be filled only by a majority vote of Warner-Lambert's stockholders;
(4) Elect the seven nominees (the "Nominees") described in this
Consent Statement to serve as directors of Warner-Lambert (or, if any such
Nominee is unable to serve as a director of Warner-Lambert, any other
person designated as a Nominee by the remaining Nominee or Nominees); and
(5) Repeal each provision of the Warner-Lambert by-laws or amendments
adopted after April 1, 1999 (the last date of reported changes) and before
the effectiveness of these five proposals and the seating of the Nominees.
Each of the five proposals above ("Proposals") will be effective when we
deliver to Warner-Lambert consents of a majority of the issued and outstanding
shares of Warner-Lambert common stock. Pfizer has delivered a merger agreement
to Warner-Lambert that provides for the exchange of each share of Warner-Lambert
common stock for 2.5 shares of Pfizer common stock (the "Pfizer Merger
Agreement"). The Pfizer Merger Agreement, as of December 13, 1999, provides for
an aggregate premium of more than $11.9 billion or $13.90 per share, a 20.2%
premium, over the value of the merger agreement with American Home Products
Company ("American Home") approved by the current Warner-Lambert board of
directors. PFIZER BELIEVES THAT BY CONSENTING TO THE PROPOSALS THE STOCKHOLDERS
OF WARNER-LAMBERT WILL BE GIVEN THE OPPORTUNITY TO VOTE FOR THE BEST POSSIBLE
MERGER PROPOSAL.
PFIZER RECOMMENDS THAT YOU CONSENT TO EACH OF THE PROPOSALS.
Unless we get approval for all Proposals, none of the Proposals will become
effective. Approval of each of the Proposals requires the affirmative consent of
a majority of the outstanding shares of Warner-Lambert common stock. The overall
purpose of the Proposals is to elect the Nominees to the Warner-Lambert Board.
The Nominees, if
<PAGE> 3
elected to the Warner-Lambert Board, are expected to act in the best interest of
the Warner-Lambert stockholders. The Nominees are independent persons who
believe that the stockholders of Warner-Lambert should be allowed to review and
vote on a business combination between Pfizer and Warner-Lambert, or any other
proposal, if it is determined to be superior to the current merger agreement
between American Home and Warner-Lambert (the "American Home Agreement") and is
in the best interest of Warner-Lambert's stockholders.
If elected to the Warner-Lambert Board, we believe that the Nominees will:
(a) consider the American Home Agreement and the result of any
decisions from the Delaware Court of Chancery on our lawsuits. For more
information on our lawsuits, please see "WHAT PFIZER'S LAWSUITS ARE ABOUT"
on page 20;
(b) consider the potential impact of American Home's proposed
settlement of the mass tort litigation relating to the sale and use of
dexfenfluramine and fenfluramine, commonly known as "fen-phen," on the
financial condition of American Home and the effect on Warner-Lambert's
stockholders if the merger between American Home and Warner-Lambert is
consummated;
(c) consider the Pfizer Merger Agreement, which is conditioned upon
(1) Pfizer being able to account for the transaction as a
"pooling-of-interests," (2) elimination of the termination fees of the
American Home Agreement, (3) elimination of the provision in the American
Home Agreement which prohibits the current or future Warner-Lambert
directors from amending or redeeming Warner-Lambert's shareholder rights
plan other than in connection with the American Home Agreement, and (4)
other customary conditions;
(d) consider any other proposal that they believe to be in your best
interest, and if they find the Pfizer Merger Agreement or another proposal
to be in your best interest, withdraw their recommendation of the American
Home Agreement;
(e) if appropriate, recommend to you the Pfizer Merger Agreement or
another superior proposal;
(f) if appropriate, submit the Pfizer Merger Agreement or another
superior proposal (and the American Home Agreement, if required) to you for
approval; and
(g) if a proposal submitted to you is duly approved by you, the
Warner-Lambert stockholders, take such other action as may be appropriate
to consummate such transaction.
WHY DO YOU NEED TO CONSENT TO THESE PROPOSALS?
We believe a combination of Pfizer and Warner-Lambert would provide
superior short-term and long-term value and represents a unique opportunity to
build an unparalleled competitive research and development platform. We believe
the current Warner-Lambert directors breached their fiduciary duties to you by
first failing to consider, or even to inform themselves about, the Pfizer
proposal, and then by entering into the American Home Agreement. We believe the
American Home Agreement was intended to deprive Warner-Lambert stockholders of
the ability to receive a superior proposal, and fails to provide obvious and
reasonable protection from the potential liability from the "fen-phen" lawsuits
against American Home. We also believe that the current directors of
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Warner-Lambert are continuing to breach their fiduciary duties to you by
attempting to terminate the highly successful Lipitor relationship with Pfizer.
Specifically, on November 4, 1999, Warner-Lambert announced that it had
entered into the American Home Agreement under which each outstanding share of
Warner-Lambert common stock will be exchanged for 1.4919 shares of American Home
common stock. The American Home Agreement contains a number of provisions which
we believe effectively preclude you from considering any superior proposal. The
American Home Agreement also specifically provides for Mr. Lodewijk de Vink to
become the chief executive officer of the combined company.
On that same date, Pfizer delivered to the current Warner-Lambert Board a
proposal to enter into a merger transaction with Warner-Lambert in which
Warner-Lambert stockholders would receive 2.5 shares of Pfizer common stock for
each share of Warner-Lambert common stock. We did not promise Mr. de Vink the
position of chief executive officer in the combined company. This proposal was
made after several attempts to present a superior proposal were rebuffed by
Warner-Lambert's management. We also commenced a lawsuit on the same day, which
was subsequently amended, against Warner-Lambert, its current directors and
American Home to void a number of provisions in the American Home Agreement that
we believe are coercive to you, the Warner-Lambert stockholders, and were
approved by the current directors of Warner-Lambert in violation of their
fiduciary duties, including:
- an option for American Home to buy up to a number of shares equal to
14.9% of Warner-Lambert's issued and outstanding common stock (the
"Poison Pooling Option"), which becomes exercisable if and when the
American Home Agreement is terminated and American Home is entitled to a
payment of termination fees totaling $1.8 billion or more. American
Home's right to exercise the Poison Pooling Option would violate one of
the basic premises of pooling-of-interests accounting. Faced with the
proposed adoption on January 1, 2001 of the FASB Exposure Draft, Business
Combinations and Intangible Assets, any other potential merger with
Warner-Lambert would effectively be precluded from ever using the more
favorable pooling-of-interests accounting method;
- a provision that if the current Warner-Lambert Board changes its
recommendation to stockholders concerning the American Home Agreement as
a result of the potential "fen-phen" liability and American Home
terminates the American Home Agreement, Warner-Lambert would be required
to immediately pay American Home $900 million as a result of such
termination. Moreover, if within the 12 months after this termination
Warner-Lambert enters into a superior transaction, Warner-Lambert would
be required to pay up to an additional $1 billion to American Home and
the Poison Pooling Option would become exercisable. Furthermore, the
Warner-Lambert Board does not have the right to terminate the American
Home Agreement as a result of the number of class action plaintiffs who
choose to opt-out of the "fen-phen" settlement agreement ("opt-outs");
- a provision prohibiting Warner-Lambert's current and future directors
from amending or redeeming the Warner-Lambert shareholder rights plan,
except for the sole purpose of completing the transaction with American
Home, thereby effectively precluding any exchange or tender offer for
your shares so long as the American Home Agreement is not terminated;
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- a provision which allows the American Home Agreement to remain in effect,
including the onerous termination fee and the Poison Pooling Option,
until at least November 15, 2000; and
- a termination fee of up to $1.9 billion, which, in our opinion, is
improper and abusive and was agreed to by the current Warner-Lambert
directors despite their knowledge at the time that Pfizer was prepared to
make a superior proposal.
On November 23, 1999, we commenced a second lawsuit against Warner-Lambert
and American Home alleging that their actions in entering into the American Home
Agreement, including specific misstatements to us, were violations of a
"standstill agreement" entered into by Pfizer and Warner-Lambert in 1996 when
Pfizer and Warner-Lambert were considering a possible cooperative marketing
arrangement. These discussions ultimately led to the Lipitor marketing
arrangement, which is recognized as one of the most successful marketing
relationships in the history of the drug industry. Pfizer has stated publicly
that it will continue all of its activities in support of this extremely
important medical advance. It is important to note that this lawsuit does not in
any way seek to change the ongoing, successful marketing agreements for Lipitor.
On November 29, 1999, the current Warner-Lambert Board authorized the
filing of a counterclaim against Pfizer in an attempt to terminate the Lipitor
marketing agreement. At the time the current directors of Warner-Lambert
authorized the filing of the counterclaim, the value of our proposal to you, the
Warner-Lambert stockholders, was $13.1 billion, or $15.27 per share, in excess
of the value offered by American Home, a 19.5% premium. In light of Pfizer's
superior proposal and the undeniable, historic success of the Lipitor marketing
agreement, Pfizer believes this action by the current Warner-Lambert Board is
designed to thwart our superior offer in favor of the no premium American Home
transaction, a transaction which is now valued at significantly below the
current Warner-Lambert share price.
ACT NOW TO GIVE YOURSELF THE OPPORTUNITY TO RECEIVE THE HIGHEST POSSIBLE VALUE
FOR YOUR SHARES
As of December 13, 1999, Pfizer was the beneficial owner of 100 shares of
Warner-Lambert common stock, representing less than 0.01% of the outstanding
shares. Certain Pfizer pension plans own 74,900 shares of Warner-Lambert common
stock, representing less than 0.01% of the outstanding shares, as of that date.
One of the Nominees owns 1,500 shares of Warner-Lambert common stock as of that
date, representing less than 0.01% of the Warner-Lambert outstanding shares.
According to Warner-Lambert's Form 10-Q for the quarter ended September 30,
1999, as of October 31, 1999, there were 858,661,329 shares of Warner-Lambert
common stock outstanding. The record date for determining the stockholders of
Warner-Lambert who are entitled to consent is , 1999.
This Consent Statement and the enclosed WHITE consent card are first being
furnished to Warner-Lambert's stockholders on or about December , 1999.
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YOUR CONSENT IS IMPORTANT! TO CONSENT TO OUR PROPOSALS PLEASE DO THE
FOLLOWING:
- PROMPTLY SIGN AND RETURN THE ENCLOSED WHITE CONSENT CARD
- DO NOT RETURN ANY CARD SENT TO YOU BY WARNER-LAMBERT MANAGEMENT
If your shares of Warner-Lambert common stock are held in your own name,
please sign, DATE and mail the enclosed WHITE consent card today in the
postage-paid envelope provided or mail the completed card to Innisfree M&A, Inc.
("Innisfree") at the address below.
If your shares of Warner-Lambert common stock are held in "Street-Name,"
only your bank or broker can execute a consent on your behalf, but only upon
receipt of your specific instructions. Please sign, DATE and mail the enclosed
WHITE consent instruction form to your bank or broker today in the postage-paid
envelope provided. To ensure that your consent is effective, please contact the
persons responsible for your account and instruct them to execute the WHITE
consent card on your behalf.
IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE IN EXECUTING OR
DELIVERING YOUR CONSENT, PLEASE WRITE TO OR CALL:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll-Free: (888) 750-5835
Banks and Brokerage Firms Call Collect: (212) 750-5833
or
Morrow & Co., Inc.
445 Park Avenue, 5th Floor
New York, New York 10022
Banks and Brokerage Firms Call Toll-Free: (800) 662-5200, or
Call Collect: (212) 754-8000
Stockholders Please Call: (800) 566-9061
IF YOU DO NOTHING, THE EFFECT WILL BE A VOTE AGAINST THE PROPOSALS. THE
AFFIRMATIVE VOTE OF A MAJORITY OF ALL OUTSTANDING SHARES IS NEEDED FOR EACH
PROPOSAL IN ORDER TO REMOVE AND REPLACE THE CURRENT DIRECTORS OF WARNER-
LAMBERT.
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QUESTIONS AND ANSWERS ABOUT THIS CONSENT SOLICITATION
Q: WHO IS MAKING THE SOLICITATION?
A: Pfizer. Pfizer is a research-based, global pharmaceutical company. We
discover, develop, manufacture and market innovative medicines for humans and
animals. Pfizer is one of the largest and fastest growing major
pharmaceutical companies in the world with:
- a market capitalization of approximately $128.2 billion, as of December
13, 1999;
- 1998 revenues of $13.5 billion;
- estimated 1999 revenues of $16.2 billion;
- a projected average annual revenue growth rate of 18% for the period from
1996 through 1999;
- projected average annual diluted earnings per share growth from
continuing operations, excluding significant charges,(1) of 23% for the
period from 1996 through 1999;
- a projected return-on-equity, excluding significant charges, of 35% for
1999;
- a total return to stockholders, including reinvested dividends, from
January 1, 1990 through December 13, 1999 of 1297%;
- seven owned or co-promoted drugs, including Lipitor, that are projected
to exceed $1 billion in trade sales in 1999; and
- projected research and development expenditures of approximately $2.8
billion in 1999.
Q: WHAT ARE WE ASKING YOU TO CONSENT TO?
A: You are being asked to consent to several proposals which would replace
Warner-Lambert's current directors with independent directors who have
indicated they will act in your best interest.
Q: WHY ARE WE SOLICITING YOUR CONSENT?
A: We are soliciting your consent because we believe the current directors of
Warner-Lambert are not acting, and will not act, in your best interest.
Specifically, we believe that:
(1) they ignored a superior proposal that Pfizer had informed them
about at a time when they had not yet entered into the American
Home Agreement and had a duty to consider superior proposals; and
(2) they then signed the American Home Agreement containing the
onerous provisions that are now the subject of our lawsuit, as
well as more than 40 other lawsuits from Warner-Lambert
stockholders.
- ---------------
1 For purposes of this Consent Statement, the term "significant charges"
includes the write-off of certain Trovan inventories in 1999, and charges to
record asset impairments, restructuring activities, co-promotion payments, a
contribution to The Pfizer Foundation and other charges, primarily related to
legal settlements, in 1998.
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Q: WHAT IS THE DIFFERENCE BETWEEN OUR PROPOSED MERGER AND THE AMERICAN HOME
TRANSACTION?
A: A business combination between Pfizer and Warner-Lambert would create the
largest pharmaceutical company in the world, and we believe will provide the
greatest possible short-term and long-term value to you. A company that
combines both Pfizer and Warner-Lambert would have:
- projected revenues of approximately $28 billion;
- a projected research and development budget of approximately $4 billion;
- seven products with 1999 sales in excess of $1 billion each and 15
products with 1999 sales in excess of $500 million each, 12 of which are
projected to have a 1999 annual growth rate of 10% or more, more than
double that of its closest competitor; and
- the opportunity to achieve at least $1.2 billion in annual cost savings
and efficiencies by the end of 2002.
We believe a partnership between Pfizer and Warner-Lambert would also have
complementary operations on which to grow in the future, including Warner-
Lambert's strong over-the-counter platform and Pfizer's powerful marketing
and sales infrastructure. A good example is the collaboration between us
and Warner-Lambert in the promotion of Lipitor, one of the most successful
promotions of a drug in history. Lipitor is anticipated to have worldwide
sales of approximately $3.6 billion in 1999, a greater than 60% increase
over 1998 sales. Significantly, the Financial Times on November 17, 1999
noted that Pfizer's marketing expertise is responsible for much of
Lipitor's success. In light of this, we believe that the decision of the
current directors of Warner-Lambert to sue Pfizer in order to terminate the
Lipitor marketing agreement is designed to thwart our superior offer and
thus to continue their entrenchment campaign.
In addition, Pfizer strongly believes that a combination of Pfizer and
Warner-Lambert is more favorable to you than a merger between
Warner-Lambert and American Home, based on the financial, operational,
research and development and marketing resources of Pfizer as compared to
American Home. For example:
- As of December 13, 1999, the transaction with American Home was valued at
$59.2 billion or $68.91 per share and the proposed transaction with
Pfizer was valued at $71.1 billion or $82.81 per share. In other words,
as of such date, our proposal is, in the aggregate, worth $11.9 billion,
or approximately 20.2%, more to you than the American Home Agreement
which the current Warner-Lambert directors approved;
- Pfizer's total return to stockholders, including reinvested dividends(2),
from January 1, 1990 through December 13, 1999 is 1297%, as compared to
382%, the total return to stockholders for American Home, including
reinvested dividends, over the same period;
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2 Data from Bloomberg Total Return Analysis
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- Pfizer's projected three-year average revenue growth rate for the period
from 1996 through 1999 from continuing operations is approximately 289%
greater than American Home's (based on analyst consensus of American
Home's 1999 revenue);
- Pfizer's projected pre-tax return on assets for 1999, excluding
significant charges, is 24%, compared to 15% for American Home, excluding
the 1999 special charges;(3)
- Pfizer's projected return-on-equity, excluding significant charges, for
1999 is 35%, compared to 24% for American Home, excluding the 1999
special charges;
- Pfizer's diluted earnings per share ("EPS"), excluding significant
charges and the 1998 discontinued operations, increased 27% in the first
three quarters of 1999, compared to a 1% decrease for American Home,
excluding the 1999 special charges and a gain on a divested business in
1998;
- Pfizer has a market capitalization of approximately $128.2 billion, as of
December 13, 1999, which is approximately 113% greater than that of
American Home;
- We believe that American Home's recent proposed settlement of the
"fen-phen" mass tort litigation, including the current agreement to pay
$3.75 billion with no protection from uncapped liability to those
individuals who opt-out of the settlement and for which American Home
recorded a pre-tax charge of $4.75 billion in the third quarter of 1999,
may be a significant drain on American Home's financial resources and, in
Pfizer's opinion, is an unpredictable significant risk in the American
Home transaction;
- Pfizer's credit rating is one of the strongest in the industry and is
superior to that of American Home; and
- Pfizer's marketing strength is superior in the view of most industry
analysts to that of American Home and will enhance Warner-Lambert's
foreign and domestic sales efforts.
In short, Pfizer believes that its proposed merger between Pfizer and
Warner-Lambert provides Warner-Lambert stockholders with substantially
greater value than the proposed merger between American Home and
Warner-Lambert. See additional information about American Home in
"COMPARISON OF PFIZER TO AMERICAN HOME" on page 25.
Q: WHO ARE THE NOMINEES?
A: The Nominees are independent persons and are not affiliated with Pfizer. They
are highly qualified individuals who believe that you are entitled to make a
decision on whether to proceed with the American Home Agreement, the Pfizer
Merger Agreement or any other superior proposal.
- ---------------
3 For purposes of this Consent Statement, the term "1999 special charges"
includes the "fen-phen" litigation settlement and special charges for
restructuring of American Home's Cyanamid agricultural products business, the
impairment of a Cyanamid manufacturing facility, the Cyanamid U.S. inventory
buyback program, and trade returns, inventory and other costs related to
American Home's Rotashield product.
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Q: IF YOU CONSENT TO THE CHANGE OF WARNER-LAMBERT'S DIRECTORS, ARE YOU
CONSENTING TO THE PFIZER MERGER AGREEMENT?
A: No. You will have the opportunity to consider the Pfizer Merger Agreement, or
any other merger proposal, if and when any such proposal is submitted for
your approval. This approval would be sought only if the Nominees, if
elected, believe such a proposal would be in your best interest.
Q: WHO CAN CONSENT TO THIS MATTER?
A: If you owned Warner-Lambert shares on December , 1999 (the "Consent Record
Date") you have the right to consent to the Proposals.
Q: WHAT IS THE DEADLINE FOR SUBMITTING CONSENTS?
A. Section 228 of the Delaware General Corporation Law requires that, in order
for the Proposals to be adopted, Warner-Lambert must receive written consents
signed by a sufficient number of stockholders to adopt the Proposals within
60 days of the earliest dated consent being delivered to Warner-Lambert.
Consequently, you should act promptly so we can ensure that all consents are
properly executed and returned. We will advise you of the actual termination
date of this consent solicitation when that information becomes available to
us.
Q: HOW MANY SHARES MUST BE VOTED IN FAVOR OF THE PROPOSALS TO EFFECT THEM?
A: We must receive consents from a majority of Warner-Lambert's outstanding
shares for the Proposals to be adopted. As of October 31, 1999,
Warner-Lambert had 858,661,329 shares of common stock outstanding. Therefore,
based on available information, we estimate that the affirmative vote of at
least 429,330,665 shares is necessary to effect the Proposals. Abstentions,
failures to vote and broker non-votes will have the same effect as a "no"
vote.
Q: WHAT SHOULD YOU DO TO CONSENT?
A: Sign, DATE and return the enclosed WHITE consent card TODAY to Innisfree in
the envelope provided. In order for your consent to be valid, it must be
dated.
Q: WHO DO YOU CALL IF YOU HAVE QUESTIONS ABOUT THE SOLICITATION?
A: Please call toll free either Innisfree at (888) 750-5835 or Morrow at (800)
566-9061.
REASONS FOR THE SOLICITATION OF CONSENTS
Pfizer is soliciting your consent to the Proposals because we believe that
the current members of the Warner-Lambert Board have breached their fiduciary
duties to you and are not acting, and will not act, in your best interest.
Pfizer believes this is the case based on the following:
- The current Warner-Lambert Board failed to consider, or even to inform
itself about, the Pfizer proposal even though Pfizer, one of the largest
and fastest-growing pharmaceutical companies in the world, repeatedly
stated in correspondence and direct contact with officers and directors
of Warner-Lambert that Pfizer was interested in a business combination
with Warner-Lambert that would provide a significant premium to you.
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- The current Warner-Lambert Board has inappropriately exploited a
standstill agreement with Pfizer to prevent Pfizer from even making a
proposal. Indeed, when Pfizer requested written permission to make a
proposal that would entail the payment of a significant premium to you,
your chief executive officer and the current Warner-Lambert Board
immediately refused such a request.
- With full knowledge that Pfizer was ready, willing and able to undertake
a business combination that would pay a substantial premium for your
shares, the current Warner-Lambert Board approved the American Home
Agreement which offers you no premium. At the same time, the current
Warner-Lambert Board failed to disclose to you that Pfizer would offer
you a significant premium.
We believe that by approving the American Home Agreement, including a
termination fee of up to $1.9 billion and the grant of the Poison Pooling
Option, the current Warner-Lambert Board has gone to unreasonable and
disproportionate lengths to discourage any other offers which could lead to a
significant increase in the value of your shares. In addition, the current
Warner-Lambert Board has contractually prohibited either the current or any
future Warner-Lambert directors from redeeming or amending the Warner-Lambert's
shareholder rights plan, which will preclude Pfizer, or any other superior
bidder, from buying shares of your stock in certain transactions. For example,
unless the Warner-Lambert Board redeems the Warner-Lambert shareholder rights
plan, we would not be able to consummate an exchange offer to acquire shares of
Warner-Lambert directly from you, the Warner-Lambert stockholders.
Furthermore, the merger between Warner-Lambert and American Home, and
especially your potential interest in the combined company, are subject to
substantial risk that American Home's "fen-phen" mass tort litigation settlement
may not be finalized on the terms assumed at the time the American Home
Agreement was executed. On October 7, 1999, American Home entered into a class
action settlement agreement providing for the payment of $3.75 billion to settle
thousands of lawsuits concerning heart valve injuries alleged to be connected
with use of its "fen-phen" diet drug. The settlement agreement received
preliminary approval from the federal district court on November 19, 1999. Based
on inflation estimates, the total payments over 15 years could amount to
approximately $4.8 billion. The settlement agreement is subject to a fairness
hearing and final court approval and does not include claims for injuries
related to primary pulmonary hypertension, another potentially fatal condition
believed to be caused by "fen-phen." In the only case to have gone to trial and
resulted in a jury verdict, a single plaintiff who claimed to have developed
heart valve damage after taking "fen-phen" was awarded damages of $23.3 million
by the jury, which was subsequently settled for a lesser amount.
Another inherent difficulty with the American Home Agreement, in light of
the proposed class action settlement, is that the settlement provides for an
initial period for individuals to opt-out of the settlement class from December
1, 1999 through March 30, 2000. Depending on the number of individuals who
opt-out during the initial period, American Home has the right to terminate the
class action settlement ("walk-away"). Inexplicably, however, Warner-Lambert
cannot terminate the American Home Agreement based on the number of opt-outs,
or, for that matter, any other material adverse developments related to
"fen-phen" that occur before the Warner-Lambert stockholder vote on the American
Home Agreement. Moreover, if you vote down the American Home Agreement for this
or any other reason and Warner-Lambert enters into a superior transaction with
any other party within twelve months after your vote, Warner-Lambert will have
triggered an obligation to pay a termination fee of $1.8 billion and will have
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effectively blocked Warner-Lambert's ability to participate in a superior
transaction accounted for as a "pooling-of-interests."
In our opinion, the current Warner-Lambert Board is not acting, and will
not act, in your best interest. Therefore, we believe that the current directors
should be removed and replaced with a board that will act in your best interest.
Pfizer believes that the adoption of the Proposals will accomplish this goal.
BACKGROUND OF THIS CONSENT SOLICITATION
We believe that the actions of the current Warner-Lambert directors are
indicative of a board that refused to inform itself of the benefits of Pfizer's
proposal and then entered into the American Home Agreement with provisions
designed to block any other transaction, as well as to entrench Warner-Lambert's
current management and Board of Directors. Further, the directors failed to
properly consider and/or protect the Warner-Lambert stockholders from what may
be excessive liability related to the "fen-phen" mass tort litigation. In excess
of 40 lawsuits, in addition to those filed by Pfizer, have been filed by
Warner-Lambert stockholders against the current directors because of their
actions in approving the American Home Agreement.
In 1996, Pfizer and Warner-Lambert entered into a series of agreements to
co-promote and co-market worldwide the cholesterol-reducing drug Lipitor, which
was developed by Warner-Lambert. Under the terms of the Lipitor marketing
agreement, Pfizer was granted the right to promote and market Lipitor
exclusively in certain foreign countries and in partnership with Warner-Lambert
in the United States and certain other foreign countries in exchange for
one-time payments and other considerations. In countries where Pfizer and
Warner-Lambert co-promote and co-market Lipitor, Pfizer receives a percentage of
sales and shares in the promotional and marketing costs. The combined marketing
effort with respect to Lipitor has been extremely successful as worldwide sales
for this drug are anticipated to be approximately $3.6 billion in 1999, a more
than 60% increase over 1998 sales.
Prior to entering into the Lipitor marketing agreement, Pfizer and
Warner-Lambert entered into a confidentiality agreement with a standstill
provision, which, among other things, prohibited Pfizer from making a merger
proposal to Warner-Lambert without first receiving permission from
Warner-Lambert or unless, among other things, Warner-Lambert solicited or
received a proposal for 20% or more of its stock.
In the latter part of October 1999, Pfizer became aware of rumors
concerning a possible business combination involving Warner-Lambert and an
unknown entity. Given Pfizer's existing strategic relationship with
Warner-Lambert, and Pfizer's interest in expanding its relationship with
Warner-Lambert, Pfizer attempted to inquire into these rumors. On October 25,
1999, William C. Steere, Jr., Chairman of the Board and Chief
11
<PAGE> 13
Executive Officer of Pfizer, sent the following letter to Lodewijk de Vink,
Chairman of the Board and Chief Executive Officer of Warner-Lambert:
October 25, 1999
Mr. Lodewijk de Vink
Chairman and CEO
Warner-Lambert Co.
201 Tabor Road
Morris Plains, NJ 07950
Dear Lodewijk:
As I am sure you are aware, there are "rumors on the street" that a
significant company, or companies, in our industry are considering a business
combination with your Company. As we have come to know the quality of products,
management and operations of Warner-Lambert over the last several years, we
expect you will attract substantial acquisition interest over time. The need for
more resources and to share science and technology is more apparent every day
and is evidenced by continued industry consolidation. Our strategic relationship
with you since 1996 is a good example of the advantages obtainable through
consolidation of our strengths, and has convinced us of the value of exploring a
business combination between our Companies.
As you know, our respective Companies entered into a Confidentiality
Agreement as of March 4, 1996 with respect to the joint development and
marketing of Lipitor. That Confidentiality Agreement contains a "standstill"
provision. If you have any interest in exploring a business combination, we
believe a transaction between our companies makes the most business sense, and
we should collectively consider expanding the relationship between our companies
beyond the initiative we recently both announced. We would like to explore with
you the merits of our interest and ideas. We believe that such a business
combination would provide substantial value both in the short and long run to
our shareholders, employees, customers and other constituents that you serve.
Because of our strategic relationship with your Company, we represent the best
opportunity to establish a combined business that will provide your shareholders
the highest possible value. The concept that we have in mind would yield to
them, on a tax-free basis, an investment in a larger and stronger Company with
more liquidity and combined growth potential that would substantially enhance
profitability. Our opportunities for your employees and management would also be
enhanced and the risk of an undesirable suitor would be effectively eliminated.
We believe strongly that the combination of our Companies would provide the
opportunity for the best possible transaction in what could be the strongest,
most creative pharmaceutical company in the world.
Our continuing business relationship with Warner-Lambert is very important
to us and we certainly would not take any action that could jeopardize that
relationship. Also, of course, the March 4th Confidentiality Agreement requires
us to seek your permission to make a proposal along the lines we have in mind.
Recognizing the significant advantages to our respective shareholders, we would
encourage you to grant that permission so that you and your Board can review
12
<PAGE> 14
for yourselves the value we place on our historical relationship with your
Company, on your talented management and employee pool, and on the positive
effects that a business combination between our Companies could have.
We would be delighted to meet with you to discuss our thoughts at your
convenience.
Sincerely,
/s/ William C. Steere, Jr.
Following Mr. Steere's letter, a meeting between Messrs. Steere and de Vink
was scheduled for October 27, 1999 at Pfizer's offices in New York. At the
meeting, Mr. de Vink discussed the October 25, 1999 letter, and in particular,
expressed concern about Pfizer's much greater size and indicated he would be
interested only in pursuing a merger involving a company of equal size to
Warner-Lambert. Mr. Steere, as he had done in the October 25, 1999 letter,
emphasized the advantages of a combination between Warner-Lambert and Pfizer.
Mr. de Vink then questioned Mr. Steere about the role that would be played by
Warner-Lambert's current management in a combined entity with Pfizer. Mr. Steere
responded that such topic would be a subject for future discussion. Mr. de Vink
indicated that he would be leaving for Europe and that they could discuss
matters further on his return.
The following day, October 28, 1999, Mr. de Vink called Mr. Steere and
indicated that he was not interested in any transaction involving Pfizer because
Pfizer was too large, and that if Warner-Lambert combined with any company it
would have to be one of equal size.
On Tuesday, November 2, 1999, Dr. Anthony H. Wild, the President of Warner-
Lambert's pharmaceutical sector, met with Dr. Henry A. McKinnell, Pfizer's
President and Chief Operating Officer. During the meeting, Dr. Wild and Dr.
McKinnell agreed that the two companies were successfully working together with
their existing marketing agreement involving Lipitor and that each company
wished to expand the strategic relationship into other areas. Dr. McKinnell
asked Dr. Wild about the rumors concerning a possible merger involving
Warner-Lambert and another pharmaceutical industry competitor, and was told by
Dr. Wild that there was nothing imminent, and that an announcement would not
occur for several months, and would probably not occur until next year, if at
all.
13
<PAGE> 15
Following an article in the Wall Street Journal on November 3, 1999 that
reported that Warner-Lambert was about to enter into a merger agreement with
American Home, Mr. Steere again wrote to Mr. de Vink. A copy of that letter
follows:
November 3, 1999
Mr. Lodewijk de Vink
Chairman and CEO
Warner-Lambert Co.
201 Tabor Road
Morris Plains, NJ 07950
Dear Lodewijk:
I was extremely surprised and disappointed to read in this morning's Wall
Street Journal that WL is about to enter into a business combination with AHP in
a so called "merger of equals" and without any premium to the stockholders of
WL. This is especially the case in light of my recent letter to you and our
meeting of October 27, in which I made clear Pfizer's willingness to provide a
vastly superior proposal to WL and its shareholders. We are still anxious to
have you and your Board's support for our making an offer.
Having read the article on your pending merger with AHP, a company not only
substantially smaller than we are, but certainly not positioned in the key
pharmaceutical industry as we are, I feel compelled to use this opportunity to
reiterate what I believe are the advantages of a transaction with us. They
include:
- The best possible price for your Shareholders
- Substantial increase in market depth and liquidity
- The greatest synergies for the combined companies
- Complementary technology and science
- Worldwide marketing exposure for your products, especially your number 1
product, Lipitor, which is achieving its excellent market acceptance in
large part as a result of our world class marketing and sales
organizations working in conjunction with yours
- Substantial expansion of opportunities for management and key employees
- Long term value for all our Shareholders
- Substantial new research and development, marketing, manufacturing and
capital resources for WL important projects
- Strengthening your participation in future industry growth and
consolidation -- we would be putting together the two fastest growing
companies in the industry
Because of our strategic relationship with your Company, we represent the
best opportunity to establish a combined business that will provide your
shareholders the highest possible value. We would like to discuss with you the
14
<PAGE> 16
merits of our interest and ideas. We believe that a business combination between
our two companies would provide substantial value both in the short and long
term to your shareholders, employees, customers and other constituents that you
serve. The concept that we have in mind would yield to them, on a tax-free
basis, an investment in a larger and stronger Company with more liquidity and
combined growth potential that would substantially enhance profitability. Our
opportunities for your employees and management would also be enhanced. We
believe strongly that the combination of our Companies would provide the
opportunity for the best possible transaction with an attractive premium for
your shareholders in what could be the strongest, most creative pharmaceutical
company in the world.
We would be delighted to meet with you to discuss our thoughts. We would
urge that such a meeting take place at your earliest convenience.
Sincerely,
/s/ William C. Steere, Jr.
Later that same day, November 3, 1999, two Pfizer directors, M. Anthony
Burns and Dana G. Mead, separately approached two Warner-Lambert directors,
William R. Howell and Robert N. Burt. Mr. Mead approached Mr. Burt at a business
function that both were attending and expressed an interest in talking "director
to director." Mr. Mead asked Mr. Burt if he was aware of Pfizer's interest in a
merger with Warner-Lambert. Mr. Burt indicated that he was not aware of Pfizer's
interest in pursuing a transaction with Warner-Lambert. However, Mr. Burt also
indicated that Pfizer would not be able to do a deal with Warner-Lambert because
it could not utilize "pooling-of-interests" accounting. Also on November 3, Mr.
Burns telephoned Mr. Howell to discuss Pfizer's interest in a merger with
Warner-Lambert. In response, Mr. Howell indicated that the Warner-Lambert
directors supported Mr. de Vink. We understand that Messrs. Howell and Burt
reported their conversations with Messrs. Burns and Mead at the Warner-Lambert
Board meeting held that evening.
Upon the announcement on November 4, 1999, of the merger agreement between
American Home and Warner-Lambert, Pfizer proceeded to make an offer. Mr. Steere
immediately sent the following letter to Mr. de Vink setting forth a proposed
Merger
15
<PAGE> 17
between Pfizer and Warner-Lambert and encouraging Warner-Lambert to immediately
consider the proposal:
November 4, 1999
Mr. Lodewijk de Vink
Chairman and CEO
Warner-Lambert Co.
201 Tabor Road
Morris Plains, NJ 07950
Dear Lodewijk:
As you know from our previous communications, my Board of Directors and I
believe firmly that Pfizer and Warner-Lambert Co., the two fastest-growing
companies in the industry, would represent a compelling combination and
excellent strategic fit, creating superior value for all our shareholders. We
have not made a definitive proposal prior to this time as a result of the
"standstill" provision in the confidentiality agreement we entered into on March
4, 1996. Because of your announcement today relating to the agreement with
American Home Products and the resulting release from the standstill, we are
pleased to make the following proposal.
I want to reiterate that I have repeatedly tried over the past few weeks to
discuss with you the merits of a combination between Pfizer and Warner-Lambert.
Unfortunately, our efforts have been rejected -- a response that is particularly
disappointing given the substantial success represented by our partnership in
developing and marketing Lipitor, which both our companies have publicly
acknowledged. My letters dated November 3 and October 25 -- as well as our
conversation on October 27 -- clearly demonstrated our desire to make the best
possible proposal for your company and its shareholders within the "standstill"
framework we had agreed to.
Since the standstill agreement is no longer operative, we are now prepared
to offer a tax-free merger in which your shareholders would receive 2 1/2 shares
of Pfizer common stock for each outstanding share of common stock of Warner-
Lambert. Customary and appropriate provisions will be made for outstanding
options and warrants. Based on yesterday's closing market price, this offer
represents a $96.40 per share purchase price for each Warner-Lambert share, a
premium of 30% over the last month's average closing price of your shares. This
$82.4 billion offer represents a very substantial premium over the proposed AHP
transaction as well. In addition, our proposal envisions combining the Boards of
both companies. Our offer is conditioned solely on the elimination of the
egregious $2 billion "break-up fee" and the improper issuance of the stock
option which would prevent us (but not AHP) from utilizing a pooling of interest
accounting for this transaction as well as entering into the appropriate
documentation.
The Pfizer Board has approved a transaction on the terms set forth above
and we are prepared to move expeditiously to definitive agreements.
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<PAGE> 18
A transaction with us offers distinct advantages to Warner-Lambert and its
shareholders. Specific strengths of this combination include:
- The 30% premium for your shareholders over the average closing price of
your shares for the last month
- Enhanced, truly global scale -- including $4 billion in combined research
and development and $28 billion in combined revenues
- Complementary and broadly-diversified therapeutic pipelines
- The opportunity to achieve at least $1.2 billion in cost savings and
efficiencies
- Complementary operations on which to build growth -- including
Warner-Lambert's strong OTC platform and Pfizer's powerful global
marketing and sales infrastructure
- Opportunities to expand on our current highly successful relationship
- Greater growth opportunities for management and key employees
Given the demands of today's competitive environment, I hope that
Warner-Lambert would settle for nothing less than a combination with the best
possible peer: Pfizer.
Given what we could accomplish together for all our most important
constituencies, we remain surprised that you have not shown more interest in
joining forces. Nevertheless, we stand ready to meet at any time to discuss
any -- or all -- aspects of our proposed transaction.
On behalf of your shareholders, employees and all of your constituencies,
we urge you and Warner-Lambert's Board of Directors to recognize the immediate
and long-term superior value of this transaction.
Sincerely,
/s/ William C. Steere, Jr.
Chairman & CEO
cc: Warner-Lambert Board of Directors
In addition, on November 4, 1999, Pfizer announced that it had commenced a
legal action in the Delaware Court of Chancery against Warner-Lambert,
Warner-Lambert's directors and American Home seeking to enjoin the approximately
$1.9 billion termination fee and the Poison Pooling Option granted by
Warner-Lambert to American Home to acquire up to a number of shares equal to
14.9% of Warner-Lambert's issued and outstanding common stock as part of the
American Home Agreement. The lawsuit, which was amended on November 15, 1999
after additional information became available, charges that the termination fee,
Poison Pooling Option and a provision prohibiting Warner-Lambert's directors
from amending or redeeming the Warner-Lambert shareholder rights plan for any
transaction other than the American Home Agreement are illegal and
17
<PAGE> 19
invalid, that Warner-Lambert's directors breached their fiduciary duties to
their stockholders by entering into the American Home Agreement without
informing themselves of the proposal Pfizer was prepared to make and by
approving the termination fee, the Poison Pooling Option and the provision
concerning Warner-Lambert's shareholder rights plan. The legal action also
alleges that American Home aided and abetted that breach of fiduciary duties.
See page 20, "WHAT PFIZER'S LAWSUITS ARE ABOUT" for more information on the
lawsuits.
On November 5, 1999, in published press reports, Warner-Lambert explicitly
rejected Pfizer's proposal and reaffirmed its commitment to its announced
business combination with American Home.
On November 9, 1999, Mr. de Vink sent a letter to the Pfizer Board in which
he expressed Warner-Lambert's disappointment at what he perceived to be Pfizer's
efforts to take over Warner-Lambert, as well as Pfizer's lawsuit against
Warner-Lambert. In the letter, he stated Warner-Lambert's belief that the
litigation was not in the best interest of either company's stockholders,
especially in light of their co-promotion of Lipitor, and was causing
uncertainty in the financial markets. Mr. de Vink stated that Warner-Lambert was
comfortable with the conduct of its directors and was prepared to respond to
Pfizer in the courts. Further, the letter stated that Warner-Lambert remained
committed to the American Home transaction and wanted to resolve the legal
issues quickly. Mr. de Vink concluded by asking Pfizer to commit to moving the
proceeding along as promptly as possible.
On November 12, 1999, Mr. Steere sent the following letter, in response to
Mr. de Vink's November 9th letter, to Mr. de Vink and the Warner-Lambert Board:
November 12, 1999
Mr. Lodewijk de Vink
Chairman and CEO
Warner-Lambert Co.
201 Tabor Road
Morris Plains, NJ 07950
Dear Lodewijk:
The management and employees of our respective companies have worked well
together on many collaborative projects. In particular, our Lipitor partnership
is a model for our industry, and we are in full agreement with the sentiments
expressed in your letter of November 9 that it is "a very important venture for
both of us."
However, the fact that you and your Board refused to give Pfizer the opportunity
to make a superior proposal to a merger you were negotiating with American Home
Products was, and continues to be, very troubling. It is the view of Pfizer's
Board of Directors and our management team that a strategic combination of our
two companies, unequivocally the two fastest growing companies in our industry,
is a unique opportunity for your shareholders and merits careful consideration
by your company and your shareholders.
We are committed to completing a merger with Warner-Lambert, and we continue to
believe that it can, and should, be done in the spirit of our
18
<PAGE> 20
partnership. To that end, we are prepared to negotiate a merger agreement in
substantially the form you entered into with AHP.
The economic terms of our proposed agreement are superior to the American Home
Products agreement.
We also will eliminate the coercive provisions of the AHP agreement, and, of
course, we will have no mass tort litigation contingency as in the American Home
Products merger agreement.
Our Agreement would:
- Provide a premium to your shareholders compared to the American Home
transaction;
- Provide for no breakup fee;
- Provide for no Poison Pooling Option;
- Permit you to redeem your Poison Pill in the best interest of your
shareholders; and
- Will not contain an unreasonably long lock-up period.
I am always available to discuss this transaction with you.
Sincerely,
/s/ William C. Steere, Jr.
Chairman & CEO
cc: Warner-Lambert Board of Directors
On November 15, 1999, Pfizer filed a Registration Statement on Form S-4
with the Securities and Exchange Commission (the "SEC") to register the shares
of Pfizer common stock to be issued to Warner-Lambert stockholders in the
proposed Pfizer merger.
On November 23, 1999, Pfizer filed a second lawsuit against Warner-Lambert
and American Home, alleging that their activity in entering into the American
Home Agreement constituted a breach of the standstill provision in the Lipitor
marketing agreement and that the American Home Agreement should consequently be
voided.
On November 29, 1999, Warner-Lambert filed an answer and counterclaim in
the Delaware Court of Chancery to our complaint filed on November 23, 1999, in
which Warner-Lambert claimed that Pfizer breached the standstill agreement and
used confidential information, in breach of the confidentiality agreement, in
determining its bid for Warner-Lambert. In addition, Warner-Lambert denied the
majority of the allegations set forth in our complaint dated November 23, 1999.
See page 20, "WHAT PFIZER'S LAWSUITS ARE ABOUT" for more information on the
lawsuits.
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<PAGE> 21
WHAT PFIZER'S LAWSUITS ARE ABOUT
Pfizer is suing Warner-Lambert and its directors because we believe that
they breached their fiduciary duty to you when they:
- refused to consider a superior proposal by Pfizer prior to entering
into the American Home Agreement;
- entered into the American Home Agreement, which appears to be
specifically designed to preclude superior proposals and coerce you
into voting for an inferior transaction; and
- wasted your ability as a stockholder to receive a substantial
premium for your shares while ensuring their own management and
director positions.
On November 4, 1999, Pfizer, as a Warner-Lambert stockholder, commenced a
lawsuit in the Delaware Court of Chancery against the current directors of
Warner-Lambert seeking to enjoin certain provisions of the American Home
Agreement. We amended our complaint on November 15, 1999, to further explain
what we believe to be illegal and irresponsible actions of Warner-Lambert's
current directors.
This lawsuit alleges that Warner-Lambert's current directors breached their
fiduciary duties to act in the best interest of the Warner-Lambert stockholders
by deliberately ignoring the opportunity to be informed about a superior merger
proposal from Pfizer before causing Warner-Lambert to enter into an illegal,
invalid, and coercive agreement with American Home. The American Home Agreement
contains a number of provisions which frustrate the ability of Warner-Lambert's
stockholders to accept a superior merger proposal. In effect, by entering into
the American Home Agreement, the current directors of Warner-Lambert have, in
our opinion, tried to coerce you to accept an inferior American Home deal, or no
deal.
In this lawsuit, we are challenging:
- the Poison Pooling Option for up to 14.9% of Warner-Lambert's issued
and outstanding common stock which becomes exercisable if and when
the American Home Agreement is terminated and American Home is
entitled to a payment of termination fees totaling $1.8 billion or
more. American Home's right to exercise the Poison Pooling Option
would violate one of the basic premises of pooling-of-interests
accounting. Faced with the proposed adoption on January 1, 2001 of
the FASB Exposure Draft, Business Combinations and Intangible
Assets. Any other potential merger with Warner-Lambert would
effectively be precluded from ever using the more favorable
pooling-of-interests accounting method;
- a provision that if the current Warner-Lambert Board changes its
recommendation to the stockholders concerning the American Home
Agreement as a result of the potential "fen-phen" liability, and
American Home terminates the American Home Agreement, Warner-Lambert
would be required to immediately pay American Home $900 million as a
result of such termination. Moreover, if within the 12 months after
such termination, Warner-Lambert enters into a superior transaction,
Warner-Lambert would be required to pay up to an additional $1
billion to American Home and the Poison Pooling Option would become
exercisable. Furthermore, the Warner-Lambert Board does not have the
right to terminate the American Home Agreement as a result of the
number of class action plaintiffs who opt-out from the settlement
agreement;
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<PAGE> 22
- a provision prohibiting Warner-Lambert's current and future
directors from amending or redeeming the Warner-Lambert shareholder
rights plan, except for the sole purpose of completing the
transaction with American Home, thereby effectively precluding any
exchange or tender offer for your shares as long as the American
Home Agreement is not terminated;
- a provision which allows the American Home Agreement to remain in
effect, including the onerous termination fee and the Poison Pooling
Option, until at least November 15, 2000; and
- a termination fee of up to $1.9 billion, which, in our opinion, is
improper and abusive and was agreed to by the current Warner-Lambert
directors despite their knowledge at the time that Pfizer was
prepared to make a superior proposal.
We contend in our lawsuit that these provisions are intended to:
- preclude Pfizer, or any other third party, from reasonably making
any exchange or merger proposal to Warner-Lambert's stockholders at
any premium price, no matter how large;
- prevent your current directors from adequately informing themselves
about any competing merger proposal; and
- ensure that you don't have the opportunity to consider or vote on
any competing proposal, regardless of the value, except the American
Home Agreement.
In addition to our lawsuit, over 40 class action lawsuits have been filed
in the Delaware Court of Chancery by fellow stockholders alleging breaches of
fiduciary duties by the current Warner-Lambert directors in connection with the
American Home Agreement.
On November 23, 1999, we filed a new complaint in the Delaware Court of
Chancery against Warner-Lambert and American Home alleging that by failing to
disclose to Pfizer that it was engaged in negotiations with American Home,
Warner-Lambert breached the standstill agreement and prevented Pfizer from
making a superior merger proposal to Warner-Lambert earlier in the year. Pfizer
is seeking to have the American Home Agreement invalidated as a result of
Warner-Lambert's and American Home's improper activity. It is important to note
that this lawsuit does not seek to change the ongoing, successful marketing
arrangement for Lipitor between Pfizer and Warner-Lambert. Pfizer's marketing
and sales organizations, whose prowess is one of the major factors that analysts
and the medical community have cited for Lipitor's tremendous success, will
continue all of their activities in support of this extremely important medical
advance.
On November 29, 1999, Warner-Lambert filed an answer and counterclaim in
the Delaware Court of Chancery to our complaint filed on November 23, 1999 in
which Warner-Lambert claimed that Pfizer breached the standstill agreement and
the confidentiality provision of the Lipitor marketing agreement in determining
its bid for Warner-Lambert. In addition, Warner-Lambert denied the majority of
the allegations set forth in our complaint dated November 23, 1999.
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<PAGE> 23
PFIZER INC.
Pfizer is a research-based, global pharmaceutical company. We discover,
develop, manufacture and market innovative medicines for humans and animals.
Pfizer is one of the largest and fastest growing major pharmaceutical companies
in the world with a market capitalization of approximately $128.2 billion as of
December 13, 1999, 1998 revenues of $13.5 billion, estimated 1999 revenues of
$16.2 billion, projected average annual diluted earnings per share growth from
continuing operations excluding significant charges of 23% for the period 1996
through 1999 and a projected return-on-equity, excluding significant charges, of
35% for 1999. Pfizer's estimate of increased revenue in 1999 would complete the
50th consecutive year of revenue growth in the company's history. In 1998,
Pfizer had three products, Norvasc, Zoloft and Zithromax, which had worldwide
sales exceeding $1 billion. In 1999, Pfizer expects those products, along with
Viagra and Diflucan, and the co-promoted and co-marketed products Lipitor and
Celebrex, to also have worldwide sales in excess of $1 billion each. In
addition, Pfizer expects to spend about $2.8 billion on research and development
in 1999 in order to maintain one of the strongest pipelines in the
pharmaceutical industry. Pfizer is a Delaware corporation with its principal
executive offices located at 235 East 42nd Street, New York, New York 10017.
Pfizer files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information we file at the SEC's public reference rooms in Washington,
D.C., New York, New York or Chicago, Illinois. Our SEC filings are also
available to the public from commercial document retrieval services and at the
web site maintained by the SEC at "http://www.sec.gov." On November 15, 1999,
Pfizer filed a registration statement on Form S-4 to register the Pfizer common
stock to be issued to Warner-Lambert stockholders in the proposed Pfizer merger.
22
<PAGE> 24
PFIZER'S PROPOSED MERGER
THIS CONSENT STATEMENT IS ONLY A REQUEST FOR CONSENTS TO THE PROPOSALS. IT
IS NOT A REQUEST FOR A TENDER OR EXCHANGE OF SHARES OR AN OFFER TO PURCHASE
SHARES. THIS IS NOT A CONSENT TO APPROVE THE PROPOSED PFIZER MERGER AGREEMENT.
On December , 1999, Pfizer delivered a Merger Agreement to
Warner-Lambert, the principal terms of which are described in Annex V. The
Pfizer Merger Agreement is very similar to the American Home Agreement, except
for some of the important differences highlighted below:
<TABLE>
<CAPTION>
PFIZER MERGER AMERICAN HOME
CONTRACTUAL PROVISION AGREEMENT AGREEMENT
--------------------- ------------- -------------
<S> <C> <C>
1) Premium to Warner-Lambert Stockholders YES NO
2) Poison Pooling Option (which would preclude NO YES
other parties from using pooling-of-interests
accounting)
3) Provision which prohibits Warner-Lambert from NO YES
amending or redeeming the shareholder rights
plan to accept a superior proposal
4) Termination Fee of up to $1.9 billion (even if NO YES
a superior proposal is in the best interest of,
and approved by, the Warner-Lambert
stockholders)
5) Lock-Up Period (until at least November 15, NO YES
2000)
6) 5-Day Window for either party to respond to a YES NO
Superior Proposal (and allow directors to
negotiate with bidders for a higher price)
7) Condition that transaction be accounted for as YES YES
a "Pooling-of-Interests"
</TABLE>
IT IS CLEAR THAT THE PFIZER MERGER AGREEMENT CONTAINS A SIGNIFICANT PREMIUM TO
YOU WITHOUT ANY OF THE CONTRACTUAL PROVISIONS THAT ARE NOT IN YOUR BEST
INTEREST.
Pfizer has indicated to Warner-Lambert that it is prepared to execute the
proposed Pfizer Merger Agreement substantially in the form delivered. We are
also prepared to discuss any and all terms of our proposal with Warner-Lambert
at any time.
Subject to the fulfillment of their fiduciary duty as directors, the
Nominees, if elected to the Warner-Lambert Board, have indicated they intend to:
(a) consider the American Home Agreement and the result of any decisions
from the Delaware Court of Chancery on our lawsuits;
(b) consider the potential impact of American Home's proposed settlement of
the "fen-phen" mass tort litigation on the financial condition of
American Home and the effect on Warner-Lambert's stockholders if the
merger between American Home and Warner-Lambert is consummated;
(c) consider the Pfizer Merger Agreement, which is conditioned upon (1)
Pfizer being able to account for the transaction as a
"pooling-of-interests," (2) elimination of the termination fees of the
American Home Agreement, (3) elimination of the provision in the
American Home Agreement which prohibits the current or future
Warner-Lambert directors from amending or redeeming Warner-
23
<PAGE> 25
Lambert's shareholder rights plan other than in connection with the
American Home Agreement, and (4) other customary conditions;
(d) consider any other proposal that they believe to be in your best
interest, and if they find the Pfizer Merger Agreement or another
proposal to be in your best interest, withdraw their recommendation of
the American Home Agreement;
(e) if appropriate, recommend to you the Pfizer Merger Agreement or another
superior proposal;
(f) if appropriate, submit the Pfizer Merger Agreement or another superior
proposal (and the American Home Agreement, if required) to you for
approval; and
(g) if a proposal submitted to you is duly approved by you, the
Warner-Lambert stockholders, take such other action as may be
appropriate to consummate such transaction.
You should be aware that, regardless of whether the Nominees are elected to
the board, under the American Home Agreement, unless invalidated by our
lawsuits, Warner-Lambert would be required to pay American Home a termination
fee of
- up to $1.9 billion, if (A) the Warner-Lambert Board (i) fails to
recommend the American Home Agreement, (ii) changes its recommendation
concerning the American Home Agreement or (iii) fails to call a
stockholder meeting for the purpose of voting on the American Home
Agreement, (B) the American Home Agreement is terminated, and (C)
Warner-Lambert enters into a more favorable business combination with a
third party within twelve months of the termination of the American Home
Agreement; or
- $1.8 billion, if (A) the Warner-Lambert stockholders do not approve the
American Home Agreement, (B) the American Home Agreement is terminated,
and (C) Warner-Lambert enters into a business combination with a third
party within twelve months of termination of the American Home Agreement.
In addition, if the Poison Pooling Option granted to American Home becomes
exercisable, the merger of Pfizer and Warner-Lambert would not qualify for
pooling-of-interests accounting treatment and Pfizer would be required to
account for the merger under the purchase method of accounting. This means that
upon consummation of the merger with Warner-Lambert, Pfizer would be required to
record the assets (both tangible and intangible) and liabilities acquired at
fair market value, with any excess purchase price recorded as goodwill. The
excess of the fair market value over the book value of the acquired assets (such
as inventory, property, plant and equipment, patents and other intangibles)
would be amortized over the useful lives of the assets. Goodwill would be
amortized over a period of not more than 40 years. Additionally, as of the
closing, Pfizer would recognize a significant charge for the write-off of
in-process research and development. Needless to say, under the purchase method
of accounting, Pfizer would report lower future earnings per share than it would
if it were able to account for the merger with Warner-Lambert under the
pooling-of-interests method of accounting. Pfizer is not obligated to proceed
with the proposed merger if the pooling-of-interests method is not available to
account for the business combination -- the same condition that is in the
American Home Agreement.
The termination fee would not be payable, the Poison Pooling Option would
not be enforceable and the Warner-Lambert directors will be able to amend or
redeem the Warner-Lambert shareholder rights plan for the Pfizer Merger
Agreement if Pfizer
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<PAGE> 26
succeeds in its litigation to have these provisions or the entire American Home
Agreement declared invalid. See page 20, "WHAT PFIZER'S LAWSUITS ARE ABOUT" for
a more complete description of the legal actions brought against Warner-Lambert,
its current directors and American Home.
Additional information about the proposed Pfizer merger is contained in
Annex V. You should read the summary of the proposed merger agreement carefully.
COMPARISON OF PFIZER TO AMERICAN HOME
The current directors of Warner-Lambert chose to enter into a no premium
merger agreement with American Home even when they knew that Pfizer was prepared
to make a superior proposal. We believe that the current directors of
Warner-Lambert neither informed themselves nor acted prudently or carefully in
approving the American Home Agreement. We think the Warner-Lambert directors
should have considered some of the following comparative facts:
- In 1999, Pfizer is projected to have 10 pharmaceutical products with
sales over $500 million and 9 of those are forecasted to experience
growth of 10% or more in 1999.
- American Home is projected to have 3 such products, only 1 of which is
expected to grow by 10% in 1999.
- Pfizer and Warner-Lambert have complementary therapeutic platforms with
approximately 70% of the forecasted 1999 pharmaceutical revenues of each
company in four key categories: cardiovascular, cholesterol-lowering,
central nervous system and infectious diseases.
- American Home, by comparison, will have less than 25% of forecasted
1999 pharmaceutical revenues in the same therapeutic categories.
- Pfizer has 7 pharmaceutical products that it owns or co-promotes, which
we expect will generate in excess of $1 billion in revenue in 1999.
- American Home is forecasted to have 1.
- According to IMS Health Incorporated(4), in the United States, Pfizer had
an 84% new prescription growth rate between January 1, 1996 and August
31, 1999.
- For the same period, American Home had a 14% decline.
- Pfizer's total return to stockholders, including reinvested dividends,
from January 1, 1990 through December 13, 1999 of 1297%.
- American Home's total return to stockholders, including reinvested
dividends, over the same period of 382%;
- Pfizer had an industry leading revenue growth rate of 21% for the first
three quarters of 1999 (when competitors' revenue growth was adjusted for
accounting changes).
- American Home's revenue growth rate for the same period was zero (when
adjusted for a divested business).
- ---------------
4 IMS Health Incorporated is one of the leading sources of information and
analysis for the health-care and pharmaceutical industry.
25
<PAGE> 27
- Pfizer's research and development expenditures for 1999 are forecasted to
be approximately $2.8 billion, the industry's largest and have increased
at an average annual rate of 21% for the period from 1996 through 1999.
- American Home's research and development expenditures are estimated at
$1.8 billion for 1999 and have grown at an average annual rate of only
about 8% over the same period.
- Pfizer's operating profit margin (income before taxes and other
deductions -- net as a percent of total revenues), excluding significant
charges, for the first three quarters of 1999 was 30.4%.
- American Home's operating profit margin (income before taxes, other
income -- net and interest expense -- net as a percent of total
revenues), excluding the 1999 special charges, was 23.7% for the same
period.
- Pfizer's return-on-equity for 1999, excluding significant charges, is
projected to be 35%.
- American Home's return-on-equity for 1999, excluding the 1999 special
charges, is projected to be 24%.
- Pfizer's pre-tax return on assets for 1999, excluding significant
charges, is projected to be 24%.
- American Home's pre-tax return on assets for 1999, excluding the 1999
special charges, is projected to be 15%.
- Pfizer's diluted earnings per share ("EPS"), excluding significant
charges and the 1998 discontinued operations, increased 27% in the first
three quarters of 1999.
- American Home's EPS decreased 1%, excluding the 1999 special charges
and a gain on a divested business in 1998, over the same period.
- EPS estimated growth for Pfizer for the period 1999 through 2002, based
on Pfizer's management projections, is 20%.
- The analyst consensus for American Home during the same period is for
EPS growth of 14%.
- Pfizer has the highest credit ratings available to any company, a rating
that Pfizer would expect to retain in the proposed merger with
Warner-Lambert. Moody's has rated Pfizer's long-term debt as Aaa.
- Moody's currently rates American Home's long-term debt as A2, which is
two rating levels below Pfizer.
- Pfizer is not subject to any mass tort liability risk.
- The American Home Agreement is subject to risks related to the
"fen-phen" mass tort litigation, for which American Home established a
reserve in the third quarter of 1999 equal to $4.75 billion. This
settlement is subject to a fairness hearing and final court approval,
permits opt-out rights by individual plaintiffs and does not settle
any claims for the injuries of those individuals who opt-out of the
settlement agreement or for injuries related to primary pulmonary
hypertension, which is another potentially fatal condition believed to
be caused by "fen-phen." Pfizer believes that the risk of liability
beyond the settlement is substantial. Pfizer further believes that the
settlement may never
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<PAGE> 28
be consummated and that in such event the combined company will
continue to bear significant exposure to "fen-phen" liabilities.
Pfizer also believes it presently has one of the industry's strongest
pipelines of new product candidates, with a total of 91 compounds in various
stages of testing and review.
- A number of Pfizer's new product candidates are targeted to address some
of society's most critical unmet needs, including cancer, diabetes,
osteoporosis, asthma, chronic pain and depression.
- We currently have seven late stage candidates with estimated FDA filing
dates in the next three years, 20 additional supplemental indications
expected before 2003 and 64 early development programs.
- Pfizer's seven near term prospects are projected to have aggregate peak
year sales in excess of $5.6 billion, four of which we anticipate will
have sales in excess of $1 billion each.
Pfizer believes its financial, marketing and research and development
resources will ensure its continued leadership in the development of new
products, and markets for these products.
Given the above facts, we believe the choice as to which company to merge
with would be obvious to you, the Warner-Lambert stockholders, if you were given
a choice. It should have also been obvious to the current Warner-Lambert Board
of Directors.
ADDITIONAL INFORMATION REGARDING THE AMERICAN HOME AGREEMENT
Pfizer believes that a merger of Warner-Lambert with American Home is
significantly more beneficial to American Home than it is to Warner-Lambert.
Notwithstanding Pfizer's superior proposal, it is our opinion that a merger
between Warner-Lambert and American Home would provide less value to
Warner-Lambert stockholders and is not in your best interest for the following
reasons:
- For the three year period ending December 31, 1999, Warner-Lambert
is projected to have average annual revenue growth (from continuing
operations) of approximately 20%, while American Home is projected
to have approximately 5% (based on analyst consensus of 1999
revenues for both companies);
- For the three year period ending December 31, 1999, Warner-Lambert
is projected to have average annual diluted EPS growth of
approximately 32%, based on analyst consensus of 1999 EPS and
excluding a gain on a divested business in 1996, while American
Home's EPS growth for the same period is projected to be 7%, based
on analyst consensus of 1999 EPS and excluding 1996 gains on
divested businesses and charges related to an acquisition;
- EPS for Warner-Lambert increased 34% in the first three quarters of
1999, but EPS for American Home declined 1%, excluding the 1999
special charges and a gain on a divested business in 1998; and
- Warner-Lambert's pre-tax return on assets for 1999 is estimated to
be approximately 25% as compared to 15%, excluding the 1999 special
charges, for American Home.
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<PAGE> 29
Consequently, in each of the above categories American Home's performance
is inferior to Warner-Lambert's and, on a pro-forma basis (without giving effect
to possible future synergies) would inhibit the performance of your company.
Another inherent difficulty with the American Home Agreement, in light of
the preliminary class action settlement, is that the settlement provides for an
initial period for individuals to opt-out of the settlement class from December
1, 1999 through March 30, 2000. Depending on the number of individuals who
opt-out during the initial period, American Home has the right to "walk-away"
from the proposed settlement. Inexplicably, however, Warner-Lambert cannot
terminate the American Home Agreement based on the number of opt-outs, or, for
that matter, any other material adverse development related to "fen-phen" that
occurs before the Warner-Lambert stockholder vote on the American Home
Agreement. Moreover, if you vote down the American Home Agreement because of
concerns over potential "fen-phen" liability or any other reason and
Warner-Lambert enters into a superior transaction with any party within twelve
months after termination, Warner-Lambert will have triggered an obligation to
pay a termination fee of $1.8 billion and Warner-Lambert would be effectively
precluded from ever using the more favorable "pooling of interests" accounting
method in another transaction.
ADDITIONAL INFORMATION REGARDING THE PROPOSALS
PROPOSAL 1: REMOVAL OF DIRECTORS
Stockholders are being asked to adopt a proposal to remove the current
directors of Warner-Lambert. Section 141(k) of the Delaware General Corporation
Law allows stockholders to remove directors with or without cause. Robert N.
Burt, Donald C. Clark, Lodewijk J. R. de Vink, John A. Georges, William H. Gray,
III, William R. Howell, Lasalle D. Leffall, Jr., M.D., George A. Lorch, Alex J.
Mandl and Michael I. Sovern are the current members of Warner-Lambert's Board of
Directors. As explained in this Consent Statement, Pfizer strongly believes that
the current directors have breached their fiduciary duties to you and are not
acting, and will not act, in the best interest of the Warner-Lambert
stockholders and should, therefore, be removed.
PROPOSAL 2: BY-LAW AMENDMENT SETTING NUMBER OF DIRECTORS AT SEVEN
Stockholders are being asked to adopt a proposal to amend Section 1 of
Article IV of the Warner-Lambert by-laws to set the number of directors of
Warner-Lambert at seven. The proposed amendment is contained in Annex IV to this
Consent Statement. Warner-Lambert's Certificate of Incorporation provides that
there must be at least seven directors. Warner-Lambert's by-laws currently
provide that the Warner-Lambert Board is to consist of at least 10 and no more
than 15 directors, with the actual number of directors to be determined from
time to time by the Warner-Lambert Board. The proposed by-law amendment would
decrease the size of the Warner-Lambert Board from ten to seven, and if the
Proposal to elect the seven Nominees is approved, the Nominees will constitute
the entire Board of Directors of Warner-Lambert.
PROPOSAL 3: BY-LAW AMENDMENT PERMITTING STOCKHOLDERS TO FILL VACANCIES ON
WARNER-LAMBERT BOARD
Stockholders are being asked to adopt a proposal to amend Section 2 of
Article IV of the Warner-Lambert by-laws to provide that vacancies on the
Warner-Lambert Board created by removal of directors from the Board by the
stockholders of Warner-Lambert
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<PAGE> 30
may be filled only with the approval of holders of a majority of the outstanding
voting shares of Warner-Lambert. The proposed amendment to the Warner-Lambert
by-laws is contained in Annex IV. The Warner-Lambert by-laws now provide that
vacancies on the Warner-Lambert Board, however caused, including removal of
directors, may be filled only by the remaining directors.
No provision is currently made for the filling of vacancies by
stockholders. The proposed by-law amendment would grant to stockholders the
exclusive right to elect the Nominees to fill the vacancies on the
Warner-Lambert Board resulting from a removal of directors from the
Warner-Lambert Board by the stockholders of Warner-Lambert.
PROPOSAL 4: ELECTION OF NOMINEES
Stockholders are being asked to adopt a proposal to elect as directors of
Warner-Lambert each of the seven Nominees named below, each of whom has
consented to serve as a director, if elected, until the next annual meeting of
stockholders or until his successor has been elected and qualified. Pfizer's
primary purpose in seeking to elect the Nominees to the Warner-Lambert Board is
to facilitate the consummation of a merger between Pfizer and Warner-Lambert.
However, if elected, the Nominees would be responsible for managing the business
and affairs of Warner-Lambert and would consider all proposals for a merger with
Warner-Lambert. Each director of Warner-Lambert has an obligation under Delaware
law to discharge his duties as a director in good faith, in a manner he
reasonably believes to be in the best interest of Warner-Lambert and with such
care, including reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances.
All of the Nominees have indicated that:
- they will consider the Pfizer Merger Agreement, as well as any other
proposal that they, in their independent judgment and good faith, believe
to be superior to the American Home Agreement or other proposals; and
- to the extent that they believe it is in the best interest of the
Warner-Lambert stockholders, they will negotiate and execute the Pfizer
Merger Agreement or another superior proposal and submit such agreement
for approval to the Warner-Lambert stockholders.
Although Pfizer has no reason to believe that any of the Nominees may be
unable or unwilling to serve as directors, if any of the Nominees is unable to
serve as a director of Warner-Lambert due to death, disability or otherwise, the
remaining Nominee or Nominees may designate another person or persons to replace
the Nominee or Nominees unable to serve.
29
<PAGE> 31
The name, age, business address, present principal occupation and
employment history of each of the Nominees for at least the past five years are
as follows:
<TABLE>
<CAPTION>
NAME AND PRESENT PRINCIPAL OCCUPATION AND
BUSINESS ADDRESS AGE FIVE YEAR EMPLOYMENT HISTORY
---------------- --- --------------------------------
<S> <C> <C>
James G. Brocksmith, Jr...................... 58 Independent business consultant from
January 1997 to the present. Prior to
1997, Mr. Brocksmith was Deputy
Chairman of the Board and Chief
Operating Officer of KPMG LLP. Mr.
Brocksmith is currently on the board
of directors of Nationwide Financial
Services, Inc. and CIBER Inc.
Wendell F. Bueche............................ 69 Mr. Bueche has been retired since
IMC Global Inc. April 1999. Mr. Bueche was Director
2100 Sanders Road from 1998 to 1999, Chairman from 1994
Northbrook, IL 60062 to 1998 and Chief Executive Officer
from 1993 to 1997 of IMC Global, Inc.
(formerly IMC Fertilizer, Inc), which
is a global producer and marketer of
inorganic fertilizer products. Mr.
Bueche is currently on the board of
directors of Marshall & Ilsley Corp.
and WICOR, Inc.
Robert M. Lichten............................ 59 Co-Chairman of Inter-Atlantic Capital
Inter-Atlantic Capital Partners Partners, a financial advisory firm,
712 5th Ave. from 1994 to the present. Mr. Lichten
New York, NY 10019 is currently the Non-Executive Deputy
Chairman and a Director of Annuity
and Life Re (Holdings), Ltd. and XL
America (a subsidiary of XL Capital).
Paul M. Meister.............................. 47 Vice-Chairman, Executive Vice
Fisher Scientific Intl. Inc. President and Chief Financial
Liberty Lane Officer, from March 1998 to present,
Hampton, NH 03842 and Senior Vice President and Chief
Financial Officer, from 1991 to 1998,
of Fisher Scientific International
Inc., which provides products and
services to research, healthcare,
education and government entities.
Mr. Meister is currently on the board
of directors of M&F Worldwide Inc.,
Minerals Technologies, Inc., Gentek
Inc. (Vice Chairman) and The General
Chemical Group Inc. (Vice Chairman)
</TABLE>
30
<PAGE> 32
<TABLE>
<CAPTION>
NAME AND PRESENT PRINCIPAL OCCUPATION AND
BUSINESS ADDRESS AGE FIVE YEAR EMPLOYMENT HISTORY
---------------- --- --------------------------------
<S> <C> <C>
Martin D. Payson............................. 63 Private investor. Chairman of Latin
750 Lexington Ave., 27th Floor Communications Group, Inc., a
New York, NY 10022 privately held Spanish language media
company, from 1997 to the present.
Vice-Chairman of Time Warner Inc.,
from 1990 to 1992. General Counsel of
Warner Communications Inc., from 1973
to 1990. Mr. Payson is currently on
the board of directors of Delta
Financial Corp., Panavision Inc. and
Classic Communications Inc.
Thomas G. Plaskett........................... 56 Managing Director of Fox Run Capital
5215 N. O'Connor Blvd. Associates, a private merchant
Suite 1070 banking and consulting concern, from
Irving, Texas 75039 1991 to the present. President of AMS
Corporation, a private consulting and
financial advisory services firm,
from 1991 to the present. Chairman,
President and Chief Executive Officer
of Probex Corporation, a development
company, from October 1999 to the
present. Chairman of the Board from
1995 to 1999 and interim President
and Chief Executive Officer from
August 1994 to November 1994 of
Greyhound Lines, Inc. Chairman of
Neostar Retail Group from July 1996
to November 1996. Mr. Plaskett is
currently on the board of directors
of Tandy Corporation, Smart & Final
Inc. and Probex Corporation.
Sir Barrie Stephens.......................... 71 Sir Barrie retired in March 1998.
Previously, he was the Chief
Executive Officer from 1963 to 1986,
held the positions of Vice
Chairman/Chief Executive Officer and
Chairman of the Board/Chief Executive
Officer to 1994 and Chairman of the
Board of Directors from 1994 to 1998
of Siebe, PLC (now Invensys, PLC (a
multinational engineering company)).
Sir Barrie was a Chairman of Premier
Oil, PLC from 1994 to 1998 and a
Non-Executive Director of Simon
Engineering, PLC from 1993 to 1998.
</TABLE>
31
<PAGE> 33
This information has been furnished to Pfizer by the respective Nominees.
Each of the Nominees has consented to serve as a director. None of the Nominees
nor any of their current employers is an affiliate of Pfizer and, if elected,
none of the Nominees would represent Pfizer on the Board. Annex III contains
additional information about the Nominees required to be disclosed by the
Securities and Exchange Commission ("SEC").
Pursuant to its by-laws, Pfizer has agreed to indemnify and hold harmless,
to the fullest extent permitted by law, each of the Nominees against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with his position as a Nominee. Pfizer will also pay
out-of-pocket expenses of the Nominees incurred in their capacity as such. It is
expected that each Nominee, if elected and seated on the Warner-Lambert Board,
will thereafter be reimbursed by Warner-Lambert, based on its current fee
structure, for his reasonable out-of-pocket expenses incurred in the performance
of his service as director. Such directors will also be entitled to
indemnification by Warner-Lambert in accordance with its Certificate of
Incorporation and by-laws.
In accordance with applicable regulations of the SEC, the WHITE consent
card delivered with this Consent Statement provides each stockholder of
Warner-Lambert with the opportunity to designate the names of any of the
Nominees whom he or she does not desire to elect to the Warner-Lambert Board.
PFIZER URGES STOCKHOLDERS TO VOTE FOR ALL OF THE NOMINEES ON THE WHITE CONSENT
CARD DELIVERED WITH THIS CONSENT STATEMENT.
PROPOSAL 5: REPEAL OF BY-LAWS ADOPTED AFTER APRIL 1, 1999 AND BEFORE THE
EFFECTIVENESS OF THE PROPOSALS AND THE SEATING OF THE NOMINEES
Stockholders are being asked to adopt a proposal which would repeal any
amendment to the Warner-Lambert by-laws adopted by the current Warner-Lambert
Board after April 1, 1999 and before the effectiveness of the proposals and the
seating of the Nominees. This proposal is designed to prevent the current
Warner-Lambert directors from taking actions to amend the Warner-Lambert by-laws
to attempt to nullify or delay the actions taken by the stockholders under these
Proposals or to create new obstacles to the proposed Pfizer Merger Agreement or
any other superior proposal. Based on publicly available information, the most
recent version of the Warner-Lambert by-laws were adopted on April 1, 1999, and
no amendments after that date have been publicly disclosed.
PFIZER IS PREPARED TO ENTER INTO A MERGER AGREEMENT WITH WARNER-LAMBERT
SUBSTANTIALLY IN THE FORM DELIVERED TO WARNER-LAMBERT ON DECEMBER ,
1999, IF THE PROPOSALS ARE ADOPTED.
VOTING SECURITIES
According to Warner-Lambert's Certificate of Incorporation, the shares of
Warner-Lambert common stock constitute the only class of outstanding voting
securities of Warner-Lambert. Accordingly, only holders of Warner-Lambert common
stock are entitled to execute consents. Warner-Lambert stated in its Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1999, that, as
of October 31, 1999, there were 858,661,329 shares of Warner-Lambert common
stock outstanding. Each share of Warner-Lambert common stock is entitled to one
vote. Stockholders of Warner-Lambert do not have cumulative voting rights. The
Consent Record Date for determining stockholders entitled to vote is December
, 1999.
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<PAGE> 34
The following table sets forth the number and percent of outstanding shares
of Warner-Lambert common stock beneficially owned by Pfizer and each of the
Nominees, as of December 13, 1999, based solely on Warner-Lambert's proxy
statement filed with the SEC on March 8, 1999 (the "Warner-Lambert Proxy
Statement"), and the persons known to Pfizer who beneficially own 5% or more of
the outstanding shares of Warner-Lambert common stock as of December 13, 1999.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------- -------------------- ----------------
<S> <C> <C>
Pfizer Inc................................ 100 *
235 East 42nd Street
New York, NY 10017
Pfizer Foreign Investment Fund............ 3,300 *
Pfizer Retirement Annuity Plan............ 71,600 *
James G. Brocksmith, Jr................... 0 *
Wendell F. Bueche......................... 0 *
Robert M. Lichten......................... 0 *
Paul M. Meister........................... 0 *
Martin D. Payson.......................... 1,500 *
Thomas G. Plaskett........................ 0 *
Sir Barrie Stephens....................... 0 *
Pfizer and 7 Nominees as a Group.......... 76,500 *
FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109............... 53,472,914(2) 6.509%(2)
</TABLE>
- -------------------------
* Less than 1/100th of 1%.
(1) Address not included if otherwise disclosed in Consent statement.
(2) As reported on FMR Corp.'s Schedule 13-G filed with the Securities and
Exchange Commission as of February 2, 1999.
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<PAGE> 35
ADDITIONAL INFORMATION CONCERNING PFIZER
Pfizer is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), as amended, and, in accordance with
the Exchange Act, files reports and other documents with the SEC relating to its
business, financial condition and other matters. These reports and other
documents should be available for inspection at the public reference facilities
of the SEC at 450 Fifth Street, N.W., Washington, DC 20549, and at the regional
offices of the SEC located at Seven World Trade Center, 13th Floor, New York, NY
10048 and Citicorp Center, 500 West Madison Street, (Suite 1400), Chicago, IL
60661. Copies of Pfizer's filings with the SEC should be obtainable, by mail,
upon payment of the SEC's customary charges, by writing to the SEC's principal
office at 450 Fifth Street, N.W., Washington, DC 20549. The SEC also maintains
an Internet web site at http://www.sec.gov that should contain electronic copies
of Pfizer's filings with the SEC. Copies of Pfizer's filings with the SEC should
also be available for inspection at the offices of the NYSE, 20 Broad Street,
New York, NY 10005.
Certain information about the employees and representatives of Pfizer
(other than Nominees) who may assist Pfizer in soliciting consents is set forth
in the attached Annex II. Annex III sets forth certain information relating to
the ownership of Warner-Lambert common stock by certain of Pfizer's employees
and representatives, and about any transactions between any of them and
Warner-Lambert.
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure in this Consent Statement and in our documents incorporated
by reference contain some forward-looking statements. Forward-looking statements
give our current expectations or forecasts of future events. You can identify
these statements by the fact that they do not relate strictly to historical or
current facts. They use words such as "anticipate," "estimate," "expect,"
"project," "intend," "plan," "believe," and other words and terms of similar
meaning in connection with any discussion of future operating or financial
performance. In particular, these include statements relating to:
- future actions;
- prospective products or product approvals;
- future performance or results of current or anticipated products, sales
efforts and expenses;
- the outcome of contingencies such as legal proceedings; potential growth
and performance of a combined company after a merger between Pfizer and
Warner-Lambert;
- projected revenues;
- annual research and development budgets;
- the effect of the merger with Pfizer; and
- financial results.
From time to time, we also may provide oral or written forward-looking
statements in other materials we release to the public.
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<PAGE> 36
Any and all of our forward-looking statements in this Consent Statement,
and in our documents incorporated by reference can be affected by inaccurate
assumptions we might make or by known or unknown risks and uncertainties.
Consequently, no forward-looking statement can be guaranteed. Actual future
results may vary materially.
We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.
You are advised, however, to consult any further disclosures we make on related
subjects in our reports to the SEC in, among other places, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in our
Annual Report on Form 10-K for the year ended December 31, 1998.
Because the statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by the
forward-looking statements. We caution you not to place undue reliance on the
statements, which speak only as of the date of this Consent Statement or, in the
case of documents incorporated by reference, the date of the document.
The cautionary statements contained or referred to in this section should
be considered in connection with any subsequent written or oral forward-looking
statements that Pfizer or persons acting on its behalf may issue. Pfizer
undertakes no obligation to review or confirm analysts' expectations or
estimates or to release publicly any revisions to any forward-looking statements
to reflect events or circumstances after the date of this document or to reflect
the occurrence of unanticipated events.
SOLICITATION
Solicitation of consents may be made by the directors, officers, investor
relations personnel and other employees of Pfizer, its subsidiaries and their
affiliates and by the Nominees. Consents will be solicited by mail,
advertisement, telephone or telecopier and in person. No such persons will
receive additional compensation for such solicitation.
In addition, Pfizer has retained Innisfree and Morrow to assist in the
solicitation, for which services Innisfree will be paid a fee of $ and
Morrow will be paid a fee of $ . Both Morrow and Innisfree will be
reimbursed for their reasonable out-of-pocket expenses. Pfizer has also agreed
to indemnify both Morrow and Innisfree against certain liabilities and expenses,
including certain liabilities and expenses under the federal securities laws. It
is anticipated that between 150 to 250 persons will be employed by both Morrow
and Innisfree to solicit stockholders.
Banks, brokers, custodians, nominees and fiduciaries will be requested to
forward solicitation material to the beneficial owners of shares of
Warner-Lambert common stock. Pfizer will reimburse banks, brokers, custodians,
nominees and fiduciaries for their reasonable expenses for sending solicitation
material to the beneficial owners.
Lazard Freres & Co. LLC ("Lazard") and Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") are acting as investment bankers for Pfizer
in connection with the proposed merger and certain related transactions. In
connection with their engagements, Pfizer has agreed to pay Lazard and Merrill
Lynch $ million each for their services. Pfizer has also agreed to reimburse
Lazard and Merrill Lynch for their reasonable out-of-pocket expenses, including
the fees and expenses of their legal counsel and any other advisor retained by
Lazard or Merrill Lynch, resulting from or arising out of
35
<PAGE> 37
their respective engagements, and to indemnify Lazard and Merrill Lynch and
certain related persons against certain liabilities and expenses, including
liabilities and expenses under the federal securities laws arising out of their
respective engagements. In addition, Lazard and Merrill Lynch have, in the past,
provided financial services to Pfizer and/or Warner-Lambert for which services
they have received customary compensation.
Steven J. Golub, Stephen H. Sands, Jason R. Bernhard and Robert Azeke of
Lazard and Jack Levy, Alan J. Biloski, James Boylan and Tosa Ogbomo of Merrill
Lynch may also assist Pfizer in the solicitation of proxies, including by
communicating in person, by telephone or otherwise, with a limited number of
institutions, brokers or other persons who are stockholders of Warner-Lambert.
Neither Lazard nor Merrill Lynch believe that any of its directors, officers,
employees or affiliates are a "participant" as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Echange Commission, or that Schedule 14A requires the disclosure of certain
information concerning Lazard or Merrill Lynch. Lazard and Merrill Lynch will
not receive any additional fee for or in connection with such solicitation
activities by their respective representatives apart from the fees it is
otherwise entitled to receive as described above.
Certain information about the directors and executive officers of Pfizer
who are not Nominees and certain representatives of Pfizer who will assist
Innisfree and Morrow in soliciting consents is contained in Annex II. Annex III
sets forth certain information relating to the ownership of shares of
Warner-Lambert common stock by Pfizer's directors, officers, employees and
representatives who may participate in the solicitation, and about any
transactions between any of them and Warner-Lambert.
The cost of the solicitation of consents to the Proposals will be borne by
Pfizer. Pfizer may seek reimbursement of the costs of this solicitation from
Warner-Lambert. Costs related to the solicitation of consents to the Proposals
include expenditures for attorneys, accountants, investment bankers, consent
solicitors, public relations advisors, printing, advertising, postage,
litigation and related expenses and filing fees and are expected to aggregate
approximately $ million, of which $ million has been spent to date. The
portion of such costs allocable solely to the solicitation of consents to the
Proposals is not readily determinable.
CONSENT PROCEDURE
Section 228 of the Delaware General Corporation Law ("DGCL") provides that,
absent a contrary provision in Warner-Lambert's Certificate of Incorporation,
any action that may be taken at a meeting of the stockholders may be taken by
the written consent of at least the minimum number of votes that would be
necessary to take such action at a meeting in which all shares entitled to vote
were present and voting. Warner-Lambert's Certificate of Incorporation contains
no contrary provision.
Article III, Section 11 of the Warner-Lambert by-laws, provides that any
stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent will, by written notice to the Secretary of
Warner-Lambert, request that the Warner-Lambert Board fix a Consent Record Date.
The Warner-Lambert Board is required to promptly, but in all events within 10
days of the date on which such a request is received, adopt a resolution fixing
the Consent Record Date. Under Section 213(b) of the DGCL and the Warner-Lambert
by-laws, the Consent Record Date fixed by the Warner-Lambert Board can not be
later than 10 days following the date on which the
36
<PAGE> 38
resolution fixing the Consent Record Date was adopted by the Warner-Lambert
Board. Under the DGCL and the Warner-Lambert by-laws, if no Consent Record Date
has been fixed by the Warner-Lambert Board within 10 business days of the
receipt of the request, the Consent Record Date will be the first date on which
a signed, written consent setting forth the action taken or proposed to be taken
is delivered to Warner-Lambert. On December , 1999, Pfizer delivered to
Warner-Lambert a notice of its intention to seek to have Warner-Lambert's
stockholders take action by written consent and requested that the
Warner-Lambert Board fix the Consent Record Date for the consent solicitation
made hereby. On December , 1999, the Warner-Lambert Board fixed December ,
1999, as the Consent Record Date for the solicitation.
The Proposals will become effective when properly completed, unrevoked
consents consenting to the Proposals are signed by the holders of record, as of
the close of business on the Consent Record Date, constituting a majority of the
shares of Warner-Lambert common stock then outstanding and such consents are
delivered to Warner-Lambert. Section 228(c) of the DGCL provides that no written
consent will be effective unless delivered to Warner-Lambert within 60 days of
the date of the earliest dated consent delivered to Warner-Lambert in the manner
provided by Delaware law. The effectiveness of the Proposals is subject to, and
conditioned upon, the adoption of each and every one of the Proposals by the
holders of record, as of the close of business on the Consent Record Date, of a
majority of the shares of Warner-Lambert common stock then outstanding.
Any failure to execute and return a consent, and all abstentions and broker
non-votes, will have the same effect as voting against the Proposals.
EFFECTIVENESS AND REVOCATION OF CONSENTS
Under Section 11 of Article III of the Warner-Lambert by-laws, the
Secretary of Warner-Lambert is required to engage a nationally recognized
independent inspector of election in connection with this consent solicitation.
The inspector is required, as soon as practicable after receipt of written
consents for adoption of the Proposals, to conduct such reasonable
investigations as the inspector deems necessary or appropriate for the purpose
of ascertaining the validity of the consents, including determining whether the
holders of shares of Warner-Lambert common stock having the requisite voting
power to authorize the Proposals have given consent. If after this
investigation, the inspector determines that actions proposed by this consent
solicitation have been validly taken, that fact is to be certified on
Warner-Lambert's records. Pfizer plans to present the results of a successful
solicitation with respect to the corporate actions proposed herein to
Warner-Lambert as soon as possible.
An executed consent card may be revoked by signing, dating and delivering a
written revocation at any time prior to the date that Warner-Lambert has
received the required number of properly completed, unrevoked consents to
authorize the proposed actions. The delivery of a subsequently dated consent
card that is properly completed and signed will constitute a revocation of any
earlier consent card delivered by such holder. The revocation may be delivered
either to Pfizer, in care of Innisfree, or to an address provided by
Warner-Lambert. Although a revocation is effective if delivered to
Warner-Lambert, Pfizer requests that either the original or photostatic copies
of all revocations of consents be mailed or delivered to Pfizer in care of
Innisfree at the address set forth above, so that Pfizer will be aware of all
revocations and can more accurately determine if and when unrevoked consents to
the actions described in this Consent Statement have been received
37
<PAGE> 39
from the holders of record on the Consent Record Date of a majority of
outstanding shares of Warner-Lambert common stock.
SPECIAL INSTRUCTIONS
If you were a record holder of shares of Warner-Lambert common stock as of
the close of business on the Consent Record Date, you may elect to consent to,
withhold consent to or abstain with respect to each Proposal by marking the
"CONSENT," "DOES NOT CONSENT" or "ABSTAIN" box, as applicable, underneath each
such Proposal on the accompanying WHITE consent card and signing, dating and
returning it promptly in the enclosed postage-paid envelope or by mailing the
consent card to Innisfree at the address stated below.
If the stockholder signing, dating and returning the WHITE consent card has
failed to check a box marked "CONSENT," "DOES NOT CONSENT" or "ABSTAIN" for any
of the Proposals, such stockholder will be deemed to have consented to each such
Proposal, except that such stockholder will not be deemed to have consented to
the removal of any current Warner-Lambert director or to the election of any
Nominee whose name is written in on the consent card under the corresponding
Proposal.
PFIZER RECOMMENDS THAT YOU CONSENT TO
EACH OF THE PROPOSALS.
YOUR CONSENT IS IMPORTANT. PLEASE MARK, SIGN AND DATE THE ENCLOSED WHITE
CONSENT CARD AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE PROMPTLY OR
MAIL THE CARD TO INNISFREE AT THE ADDRESS STATED BELOW.
FAILURE TO RETURN YOUR CONSENT CARD WILL HAVE THE SAME EFFECT AS VOTING
AGAINST THE PROPOSALS.
If your shares of Warner-Lambert common stock are held in "Street-Name,"
only your bank or broker can execute a consent on your behalf, but only upon
receipt of your specific instructions. Please sign, date and return the enclosed
WHITE consent instruction form to your bank or broker today in the postage-paid
envelope provided. To ensure that your consent is effective, please contact the
persons responsible for your account and instruct them to execute a WHITE
consent card on your behalf. Pfizer urges you to confirm in writing your
instructions to the person responsible for your account and provide a copy of
those instructions to Pfizer in care of Innisfree at the address set forth below
so that Pfizer will be aware of all instructions given and can attempt to ensure
that such instructions are followed.
38
<PAGE> 40
APPRAISAL RIGHTS
Holders of Warner-Lambert common stock do not have dissenters' appraisal
rights under Delaware law in connection with this consent or the Pfizer Merger
Agreement.
If you have any questions or require any assistance in executing or
delivering your consent, please write to, or call:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll-Free: (888) 750-5835
Banks and Brokerage Firms call collect (212) 750-5833
or
Morrow & Company
445 Park Avenue, 5th Floor
New York, NY 10022
Banks and Brokerage Firms Call Toll-Free: (800) 662-5200, or
Call Collect: (212) 754-8000
Stockholders Please Call: (800) 566-9061
Dated: December , 1999
39
<PAGE> 41
ANNEX I
INFORMATION CONCERNING WARNER-LAMBERT'S OFFICERS AND DIRECTORS
The following table sets forth the share ownership of all current directors
and executive officers of Warner-Lambert as reported in Warner-Lambert's Proxy
Statement, dated March 8, 1999:
<TABLE>
<CAPTION>
NUMBER OF
COMMON SHARES AND
NAME SHARE EQUIVALENTS(1)(2)
- ---- -----------------------
<S> <C>
Robert N. Burt............................................ 23,103
Donald C. Clark........................................... 131,793
Ronald M. Cresswell....................................... 392,796(3)
Lodewijk J.R. de Vink..................................... 1,934,654(3)
John A. Georges........................................... 80,493
Melvin R. Goodes.......................................... 3,503,710(3)
William H. Gray III....................................... 27,506
William R. Howell......................................... 22,604
Ernest J. Larini.......................................... 806,475(3)
LaSalle D. Leffall, Jr.................................... 49,059
George A. Lorch........................................... 14,569
Alex J. Mandl............................................. 21,672
Lawrence G. Rawl.......................................... 125,704
Michael I. Sovern......................................... 19,098
Anthony H. Wild........................................... 317,572(3)
All executive officers and directors as a group (29 people
total).................................................. 13,973,624(3)
</TABLE>
- -------------------------
(1) As of February 1, 1999, no individual named in the Table owned more than 1%,
and all executive officers and directors as a group owned approximately 1.7%
of the outstanding shares of Common Stock.
(2) Each of the above persons has (or will have upon the exercise of options
exercisable within sixty days) sole voting and investment power with respect
to all shares shown as beneficially owned by such person, except for an
aggregate of 120,000 shares granted to the non-employee directors named
above, pursuant to the Restricted Stock Plan for Directors of Warner-Lambert
Company. Each director has the power to direct the vote of such shares. The
shareholdings listed above also include shares of Common Stock equivalents
held pursuant to Warner-Lambert's deferred compensation arrangements for
non-employee directors, as follows: Mr. Burt 4,358, Mr. Clark 104,280, Mr.
Georges 53,493, Mr. Gray 13,839, Mr. Howell 9,404, Dr. Leffall 34,027, Mr.
Lorch 1,969, Mr. Mandl 9,672, Mr. Rawl 88,168 and Mr. Sovern 7,098. The
shareholdings listed above also include shares of Common Stock and Common
Stock equivalents held pursuant to Warner-Lambert's benefit plans as
follows: Dr. Cresswell 755, Mr. de Vink 2,354, Mr. Goodes 140,785, Mr.
Larini 16,797 and Dr. Wild 141.
(3) Includes shares subject to options or rights granted pursuant to the
Company's stock plans exercisable within sixty days of February 1, 1999, as
follows: Dr. Cresswell 390,599, Mr. de Vink 1,932,300, Mr. Goodes 3,362,925,
Mr. Larini 784,162, Dr. Wild 308,137 and all executive officers and
directors as a group 13,022,235.
I-1
<PAGE> 42
ANNEX II
INFORMATION CONCERNING DIRECTORS,
OFFICERS, EMPLOYEES AND OTHER
REPRESENTATIVES OF PFIZER
The following table sets forth the name and the present principal
occupation or employment, and the name and principal business address of any
corporation or other organization in which such employment is carried on, of the
directors, officers, employees and representatives of Pfizer who may assist in
soliciting consents from Warner-Lambert's stockholders. Unless otherwise
indicated, each person listed below is employed by Pfizer and the principal
business address of each person listed below is 235 East 42nd Street, New York,
NY 10017.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ----------------------------------- ------------------------------------------
<S> <C>
Ronald C. Aldridge.................... Director -- Investor Relations
Robert Azeke.......................... Associate -- Investment Banking
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
Jason Bernhard........................ Vice President -- Investment Banking
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
Alan J. Biloski(1).................... Managing Director -- Investment Banking
Merrill Lynch, Pierce,
Fenner & Smith Inc.
World Financial Center
North Tower
New York, NY 10281
James Boylan.......................... Vice President -- Investment Banking
Merrill Lynch, Pierce,
Fenner & Smith Inc.
World Financial Center
North Tower
New York, NY 10281
Laura A. Chenoweth.................... Corporate Counsel
C.L. Clemente......................... Executive Vice President -- Corporate
Affairs; Secretary and Corp. Counsel
Margaret M. Foran..................... Vice President -- Corporate Governance
Terence J. Gallagher.................. Vice President -- Corporate Governance
James R. Gardner...................... Vice President -- Investor Relations
Steven Golub(2)....................... Managing Director -- Investment Banking
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
</TABLE>
II-1
<PAGE> 43
<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ----------------------------------- ------------------------------------------
<S> <C>
Jack Levy............................. Managing Director, Global Head of M&A
Merrill Lynch, Pierce,
Fenner & Smith Inc.
World Financial Center
North Tower
New York, NY 10281
Henry A. McKinnell.................... President and Chief Operating Officer
Paul S. Miller........................ Executive Vice President; General Counsel
John Niblack.......................... Vice Chairman
Tosa Ogbomo........................... Associate -- Investment Banking
Merrill Lynch, Pierce,
Fenner & Smith, Inc.
World Financial Center
North Tower
New York, NY 10281
Stephen Sands......................... Managing Director -- Investment Banking
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
David L. Shedlarz..................... Executive Vice President and Chief
Financial Officer
William C. Steere, Jr................. Chairman of the Board and Chief
Executive Officer
Kathleen M. Ulrich.................... Corporate Counsel
</TABLE>
- ------------------------
(1) Mr. Biloski is the beneficial owner of 1,562 shares of Warner-Lambert common
stock acquired on 5/19/99 from an exchange offer for Agouron Pharmaceuticals
by WLA (1,750 shares exchanged).
(2) Mr. Golub's spouse is the owner of 60 shares of Warner-Lambert common stock.
II-2
<PAGE> 44
ANNEX III
WARNER-LAMBERT COMMON STOCK HELD BY CERTAIN
DIRECTORS, OFFICERS, EMPLOYEES AND OTHER REPRESENTATIVES
OF PFIZER AND THE NOMINEES AND CERTAIN TRANSACTIONS
BETWEEN ANY OF THEM AND WARNER-LAMBERT
Lazard and Merrill Lynch each engage in a full range of investment banking,
securities trading, market-making and brokerage services for institutional and
individual clients. In the normal course of their business, Lazard and Merrill
Lynch may trade securities of Warner-Lambert for their own account and the
accounts of their respective customers and, accordingly, may at any time hold a
long or short position in such securities. Lazard has informed Pfizer that, as
of December 10, 1999, Lazard held a long position of approximately 414,366
shares of Warner-Lambert common stock. Merrill Lynch has informed Pfizer that as
of December 10, 1999, Merrill Lynch held a net long position of approximately
21,145,860 shares of Warner-Lambert common stock.
Except as disclosed in this Consent Statement, none of Pfizer, its
directors or executive officers, the Nominees or the employees or other
representatives of Pfizer named in Annex II owns any securities of
Warner-Lambert or any parent or subsidiary of Warner-Lambert, beneficially or of
record; has purchased or sold any such securities within the past two years; or
is or was within the past year a party to any contract, arrangement or
understanding with any person for such securities. Except as disclosed in this
Consent Statement, to the best knowledge of Pfizer, its subsidiaries, their
directors or executive officers, the Nominees and the employees and other
representatives of Pfizer named in Annex II, none of their Associates (as
defined in Rule 14a-1 under the Exchange Act) beneficially owns, directly or
indirectly, any securities of Warner-Lambert.
Except as disclosed in this Consent Statement, none of Pfizer, its
subsidiaries, their directors or executive officers, the Nominees, the employees
or other representatives of Pfizer named in Annex II, or, to their best
knowledge, their associates has any arrangement or understanding with any person
as (1) to any future employment by Warner-Lambert or its affiliates or (2) to
future transactions to which Warner-Lambert or any of its affiliates will or may
be a party, nor any material interest, direct or indirect, in any transaction
that has occurred since January 1, 1998, or any currently proposed transaction,
or series of similar transactions, which Warner-Lambert or any of its affiliates
was or is to be a party and in which the amount involved exceeds $60,000.
Certain Nominees, directors and executive officers of Pfizer and/or its
respective associates may also be directors or officers of other companies and
organizations that have engaged in transactions with Warner-Lambert or its
subsidiaries in the ordinary course of business since January 1, 1998, but
Pfizer believes that the interest of such persons in such transactions is not
material.
Except as disclosed below, none of the Nominees have been involved in any
legal proceedings in the preceding five years which must be disclosed as
material for purposes of an evaluation of the integrity or ability of any person
nominated to become a director under the federal securities laws.
III-1
<PAGE> 45
<TABLE>
<CAPTION>
NAME LEGAL PROCEEDINGS
- ---- -----------------
<S> <C>
Wendell F. Bueche.... On July 2, 1999, a WICOR, Inc. shareholder filed a suit
in the Circuit Court, Milwaukee County against WICOR, its
directors, including Mr. Bueche and Wisconsin Energy
Corp. in connection with a proposed merger between WICOR
and Wisconsin Energy. On September 9, 1999, the parties
settled the shareholder suit, subject to court approval.
Paul M. Meister...... In June 1997, Waste Management, Inc., which owned 66% of
the common stock of Wheelabrator Technologies Inc.
("WTI"), for which Mr. Meister served as a director,
offered to purchase the balance of 34% of WTI common
stock for $15 per share. As a result of this transaction,
Twenty alleged stockholder complaints and a derivative
action were filed against WTI, its directors and Waste
Management. The claims have been settled, subject to
final court approval.
In November 1996, Power Controls Technologies, Inc., the
predecessor to M&F Worldwide Inc., for which Mr. Meister
served as a director, purchased Flavors Holdings Inc.
Concurrent with the announcement of this transaction,
various shareholder lawsuits were filed against the
companies involved and Mr. Meister, as a director. The
lawsuits have been dismissed with no monetary relief
granted to the plaintiffs and a small payment to
plaintiffs' attorneys.
Thomas G. Plaskett... In November 1994, a shareholder derivative suit was filed
by Harvey R. Rice, a purported owner of Greyhound's
common stock, against the then current directors and
former officers and directors of the Company, of which
Mr. Plaskett was a former director, and Greyhound.
Effective June 22, 1998, the parties entered into a
settlement stipulation whereby the derivative claims
would be dismissed in return for the payment of $50,000
in attorney's fees for the plaintiff.
In September 1996, Neostar Retail Group Inc., for which
Mr. Plaskett served as Chairman of the Board (July
1996 -- November 1996), filed a petition under Chapter 11
of the federal bankruptcy laws.
</TABLE>
The following sets forth all purchases and sales during the past two years
of Warner-Lambert common stock deemed to be beneficially owned by Pfizer and the
Nominees. All transactions were effected in open market transactions.
<TABLE>
<CAPTION>
TRANSACTION
NAME DATE NUMBER OF SHARES PURCHASE/SALE
- ---- ----------- ---------------- -------------
<S> <C> <C> <C>
Pfizer............................. 100 Purchase
Pfizer Foreign Investment Fund.....
Pfizer Retirement Annuity Plan.....
Wendell F. Bueche.................. 15 Purchase
12/1/99 15 Sale
</TABLE>
III-2
<PAGE> 46
<TABLE>
<CAPTION>
TRANSACTION
NAME DATE NUMBER OF SHARES PURCHASE/SALE
- ---- ----------- ---------------- -------------
<S> <C> <C> <C>
Martin D. Payson................... 5/11/99 800 Purchase
6/28/99 500 Purchase
9/27/99 200 Purchase
</TABLE>
III-3
<PAGE> 47
ANNEX IV
FORM OF PROPOSED AMENDMENTS
TO THE WARNER-LAMBERT BY-LAWS
1. Proposed Amendment to Section 1 of Article IV
Section 1 of Article IV of the Warner-Lambert by-laws is amended, by
replacing the second sentence thereof with the following:
"The number of Directors constituting the whole Board shall be seven."
2. Proposed Amendment of Section 2 of Article IV
Section 2 of Article IV of the Warner-Lambert by-laws is amended to read as
follows:
"Subject to the last sentence of this Section, any vacancy or
vacancies which may occur among the Directors through death, resignation,
or disqualification or for any other cause, shall be filled by a majority
of the remaining Directors, though less than a quorum, or by the remaining
Director, and the Directors so chosen shall hold office until the next
annual election and until their respective successors shall be duly elected
and shall have qualified, unless sooner displaced as provided by the laws
of the State of Delaware. Newly created directorships resulting from an
increase in the number of Directors shall be filled in the same manner.
Notwithstanding anything in the foregoing, any vacancies resulting from
removal of a director or directors by the stockholders through stockholder
action without a meeting shall be filled only by the affirmative vote of
the majority of the issued and outstanding shares of the stock of the
Corporation entitled to vote."
IV-1
<PAGE> 48
ANNEX V
SUMMARY OF THE PROPOSED PFIZER
MERGER AGREEMENT
The following summarizes certain material terms of the proposed Pfizer
Merger Agreement delivered to Warner-Lambert on December , 1999 and is subject
to change. A formal merger agreement will be made available to you prior to any
vote relating to the proposed merger between Pfizer and Warner-Lambert.
STRUCTURE OF THE MERGER
Under the Pfizer Merger Agreement, a merger subsidiary of Pfizer will merge
with and into Warner-Lambert so that Warner-Lambert becomes a wholly-owned
subsidiary of Pfizer.
TIMING OF CLOSING
The closing will occur on the first business day after the day on which the
last of the conditions set forth in the Pfizer Merger Agreement has been
satisfied or waived (the "Effective Time").
MERGER CONSIDERATION
The Pfizer Merger Agreement provides that each share of Warner-Lambert
common stock outstanding immediately before the Effective Time will, at the
Effective Time, be converted into the right to receive 2.5 shares of Pfizer
common stock. Any shares of Warner-Lambert common stock held by Warner-Lambert
as treasury stock or by any subsidiary of Warner-Lambert, or owned by Pfizer,
will be canceled without any payment for those shares. However, shares held in
Warner-Lambert's employee pension and compensation plans will be deemed issued
and outstanding and will not be treated as treasury stock for this purpose.
TREATMENT OF WARNER-LAMBERT STOCK OPTIONS
Subject to the terms of the applicable stock option plan, at the Effective
Time, each outstanding option, warrant and other right granted by Warner-Lambert
to purchase shares of Warner-Lambert common stock will be converted into an
option, warrant or other right to acquire Pfizer common stock having the same
terms and conditions as the Warner-Lambert stock option, warrant or right had
before the Effective Time. The number of shares that the new Pfizer option,
warrant or right will be exercisable for and the exercise price of the new
Pfizer option, warrant or right will reflect the exchange ratio in the merger.
EXCHANGE OF SHARES
Pfizer will appoint an exchange agent to handle the exchange of
Warner-Lambert stock certificates in the merger for Pfizer stock certificates
and the payment of cash for fractional shares of Warner-Lambert common stock.
Soon after the Effective Time, the exchange agent will send each holder of
Warner-Lambert common stock a letter of
V-1
<PAGE> 49
transmittal for use in the exchange and instructions explaining how to surrender
Warner-Lambert stock certificates to the exchange agent. Holders of
Warner-Lambert stock who surrender their certificates to the exchange agent,
together with a properly completed letter of transmittal, will receive the
appropriate merger consideration. Holders of unexchanged shares of
Warner-Lambert common stock will not be entitled to receive any dividends or
other distributions payable by Pfizer after the Effective Time until their
certificates are surrendered.
Pfizer will not issue any fractional shares in the merger. Instead, each
holder of shares of Warner-Lambert common stock exchanged pursuant to the Merger
Agreement who would otherwise have been entitled to receive a fraction of a
share of Pfizer common stock shall receive, in lieu thereof, cash (without
interest) in an amount equal to the product of (i) such fractional part of a
share of Pfizer common stock multiplied by (ii) the closing price for a share of
Pfizer common stock on the New York Stock Exchange Composite Transactions Tape
on the date of the Effective Time (or, if such date is not a business day, the
business day immediately following the date on which the Effective Time occurs).
PFIZER BOARD
Following the merger, the Board of Directors of Pfizer will have members,
including all of the current Pfizer directors and up to directors proposed for
consideration by Warner-Lambert's Board.
CERTAIN COVENANTS
Each of Pfizer and Warner-Lambert will undertake certain covenants in the
Pfizer Merger Agreement. The following summarizes the more significant of these
covenants.
Warner-Lambert Board's Covenant to Recommend. The Warner-Lambert Board
will agree to recommend the approval and adoption of the Pfizer Merger Agreement
to Warner-Lambert's stockholders. However, the Warner-Lambert Board will be
permitted to withdraw, modify or qualify this recommendation in a manner adverse
to Pfizer if the Warner-Lambert Board determines in its good faith judgment that
an unsolicited proposal it has received is a superior offer for its
stockholders, and Warner-Lambert's Board has given Pfizer five business days to
amend its offer to the extent necessary to permit Warner-Lambert's Board to
recommend the transaction to its stockholders in compliance with its fiduciary
duties.
Pfizer Board's Covenant to Recommend. The Pfizer Board will agree to
recommend to Pfizer's stockholders the approval of the issuance of Pfizer stock
in the Pfizer Merger Agreement. However, the Pfizer Board will be permitted to
withdraw, modify or qualify this recommendation in a manner adverse to
Warner-Lambert if the Pfizer Board determines in its good faith judgment that an
unsolicited proposal it has received is a superior offer for its stockholders,
and Pfizer's Board has given Warner-Lambert five business days to amend its
offer to the extent necessary to permit Pfizer's Board to recommend the
transaction to its stockholders in compliance with its fiduciary duties.
No Solicitation. Warner-Lambert and Pfizer will agree that they and their
subsidiaries and their officers, directors, employees and advisers will not take
action to solicit or encourage an offer for an alternative acquisition
transaction involving Warner-Lambert or Pfizer of a nature defined in the Pfizer
Merger Agreement.
V-2
<PAGE> 50
Restricted actions include engaging in discussions or negotiations with any
potential bidder, or furnishing information relating to either party or its
subsidiaries to a potential bidder. However, these actions are permitted in
response to an unsolicited offer so long as such unsolicited offer is made prior
to the time that the Warner-Lambert or Pfizer stockholder approval, as the case
may be, is obtained and so long as prior to doing so:
- the Warner-Lambert or Pfizer Board, as the case may be, determines in its
good faith judgment that it is reasonably likely, after consultation with
its financial advisors, that such unsolicited offer is likely to result
in a superior proposal for the stockholders of the company; and
- Warner-Lambert or Pfizer, as the case may be, receives from such
potential bidder an executed confidentiality agreement with terms
substantially similar to the terms contained in the Pfizer Merger
Agreement.
Warner-Lambert and Pfizer will keep each other reasonably informed of the
status and details of any offer.
Interim Operations of Pfizer and Warner-Lambert. Pfizer and Warner-Lambert
will be required to conduct their business in the ordinary course consistent
with past practice until the Effective Time and, subject to certain exceptions,
will not engage in certain material transactions during this period such as
material acquisitions or dispositions and issuances or repurchases of stock.
Cooperation Covenant. Pfizer and Warner-Lambert will agree to cooperate
with each other and use their reasonable best efforts to take all actions and do
all things necessary or advisable under the Pfizer Merger Agreement and
applicable laws to complete the merger and the other transactions contemplated
by the Pfizer Merger Agreement.
Employee Benefits Matters. Except as may be otherwise agreed between
Pfizer and Warner-Lambert, Pfizer will have an obligation after the Effective
Time to maintain such benefit plans that are, in the aggregate, no less
favorable in any material respects than the benefit plans that were in effect
before the Effective Time for a period of no longer than one year from the
Effective Time.
Pooling; Tax-Free Qualification. Pfizer and Warner-Lambert shall use their
reasonable best efforts not to, nor permit any of their subsidiaries to, take
any action that would prevent or impede the merger from qualifying as a
pooling-of-interests for accounting purposes or as a "reorganization" for tax
purposes.
Indemnification and Insurance of Pfizer and Warner-Lambert Directors and
Officers. The Merger Agreement provides that for six years after the Effective
Time:
- Warner-Lambert and Pfizer shall maintain in effect the current provisions
regarding indemnification of officers and directors contained in the
respective charter and by-laws of Warner-Lambert and Pfizer and each of
their respective subsidiaries and any director, officer or employee
indemnification agreements of Warner-Lambert and Pfizer and their
respective subsidiaries;
- Warner-Lambert and Pfizer shall maintain in effect the current policies
of directors' and officers' liability insurance and fiduciary liability
insurance maintained by Warner-Lambert and Pfizer, respectively, (except
that Pfizer may substitute policies which are, in the aggregate, no less
advantageous to the insureds in any material
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respect) with respect to claims arising from facts or events which
occurred on or before the Effective Time; and
- Warner-Lambert and Pfizer shall indemnify the directors and officers of
Warner-Lambert and Pfizer, respectively, to the fullest extent to which
each is permitted to indemnify such officers and directors under its
respective charters and by-laws and applicable law.
Certain Other Covenants. The Pfizer Merger Agreement contains mutual
covenants of the parties typical for a transaction involving a strategic merger.
REPRESENTATIONS AND WARRANTIES
The Pfizer Merger Agreement contains substantially reciprocal
representations and warranties made by Pfizer and Warner-Lambert customary for a
merger of this nature.
The representations and warranties in the Pfizer Merger Agreement do not
survive the closing or termination of the Pfizer Merger Agreement.
CONDITIONS TO THE COMPLETION OF THE MERGER
Mutual Closing Conditions. The obligations of Pfizer and Warner-Lambert to
complete the merger will be subject to the satisfaction or, to the extent
legally permissible, waiver of the following conditions:
- approval by the Pfizer and Warner-Lambert stockholders;
- elimination of the termination fees in the American Home Agreement;
- elimination of the provision in the American Home Agreement which
prohibits the current or future Warner-Lambert directors from amending or
redeeming the Warner-Lambert shareholder rights plan other than in
connection with the American Home Agreement and both Pfizer and
Warner-Lambert shall have appropriately amended or redeemed their rights
plans;
- receipt by Pfizer and Warner-Lambert of letters from the other party's
independent public accountants stating that no conditions exist that
would preclude the merger from being accounted for as a
pooling-of-interests;
- expiration of the Hart-Scott-Rodino Act waiting period and approval of
the merger by the European Commission;
- receipt of all required regulatory approvals or permits for completion of
the merger other than those the failure of which to obtain would not have
a material adverse effect;
- receipt by Pfizer and Warner-Lambert of material consents or approvals
from any person required for completion of the merger;
- absence of a legal prohibition on completion of the merger;
- Pfizer's registration statement on Form S-4, which includes the Joint
Proxy Statement/Prospectus, being effective and not subject to any stop
order by the SEC;
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<PAGE> 52
- approval for the listing on the New York Stock Exchange of the shares of
Pfizer common stock to be issued in the merger;
- receipt by Pfizer and Warner-Lambert of opinions from their respective
counsel that the merger will qualify as a tax-free reorganization;
- accuracy as of closing of the representations and warranties made by the
other party to the extent specified in the Pfizer Merger Agreement; and
- performance in all material respects by the other party of the
obligations and covenants required to be performed by it at or prior to
closing.
TERMINATION OF THE MERGER AGREEMENT
Right to Terminate. The Pfizer Merger Agreement will be terminable at any
time prior to the effective time in any of the following ways:
(a) The Pfizer Merger Agreement may be terminated by mutual written
consent of Pfizer and Warner-Lambert;
(b) Either Pfizer or Warner-Lambert can terminate the Pfizer Merger
Agreement if any of the following occurs:
- the merger has not been completed by May 15, 2000 (subject to an
extension through November 15, 2000 to obtain necessary regulatory
approvals), unless the failure to complete the merger is a result of
either Pfizer's or Warner-Lambert's failure to fulfill any material
obligations under the Pfizer Merger Agreement;
- there is a permanent legal prohibition to closing the merger;
- Pfizer or Warner-Lambert stockholders fail to give the necessary
approval at a duly held meeting;
- either Pfizer's or Warner-Lambert's Board fails to recommend the
merger or withdraws, modifies or qualifies in any adverse manner its
approval or recommendation of the merger, or recommends a superior
offer; or
- Pfizer or Warner-Lambert has materially breached its obligations under
the agreement by reason of a failure to call a stockholder's meeting.
If the Pfizer Merger Agreement is validly terminated, the Pfizer Merger
Agreement will become void without any liability on the part of any party unless
such party is in breach thereof. However, the provisions of the Pfizer Merger
Agreement relating to expenses and confidential information will continue in
effect notwithstanding termination of the Pfizer Merger Agreement.
OTHER EXPENSES
Except as described in the Pfizer Merger Agreement, all costs and expenses
incurred in connection with the Pfizer Merger Agreement and related transactions
will be paid by the party incurring such costs or expenses. Certain expenses
incurred in connection with the printing of the Joint Proxy Statement/Prospectus
and certain filing fees will be shared equally by Pfizer and Warner-Lambert.
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<PAGE> 53
AMENDMENTS AND WAIVERS
Amendments. Any provision of the Pfizer Merger Agreement may be amended
prior to the Effective Time if the amendment is in writing and signed by Pfizer
and Warner-Lambert. After the approval of the Pfizer Merger Agreement by the
stockholders of either Pfizer or Warner-Lambert, no amendment may be made which
requires further approval by such stockholders without such approval.
Waiver. At any time before the Effective Time, by a waiver in writing and
signed by the party against whom the waiver is to be effective, any party may:
- extend the time for the performance of any of the obligations or other
acts of the other party;
- waive any inaccuracies in the representations and warranties contained in
any document delivered in connection with the transaction; or
- waive compliance with any of the agreements or conditions contained
therein.
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<PAGE> 54
APPENDIX 1
[WHITE CONSENT CARD] [FORM OF CONSENT CARD]
PRELIMINARY COPY -- SUBJECT OF COMPLETION
SOLICITATION ON BEHALF OF PFIZER INC.
Unless otherwise indicated below, the undersigned, a stockholder of record of
Warner-Lambert Company ("Warner-Lambert") as of the close of business on
December __ 1999 (the "Consent Record Date"), hereby consents, pursuant to
Section 228 of the Delaware General Corporation Law and Section 11 of Article
III of the Warner-Lambert by-laws for all shares of common stock of
Warner-Lambert held by the undersigned, to the taking of the following actions
without a meeting of the stockholders of Warner-Lambert:
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
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-FOLD AND DETACH HERE-
<PAGE> 55
Please mark
your votes as [X]
indicated in
this example
DOES NOT
CONSENT CONSENT ABSTAIN
1. Remove Robert N. Burt, Donald C. [ ] [ ] [ ]
Clark, Lodewijk J. R. de Vink, John
A. Georges, William H. Gray, III,
William R. Howell, Lasalle D. Leffall,
Jr., M.D., George A. Lorch, Alex J.
Mandi and Michael I. Sovern, and any
other person (other than those
elected pursuant to this consent)
elected or appointed to the
Warner-Lambert Board prior to the
effective date of this stockholder
action.
INSTRUCTION: TO CONSENT, NOT CONSENT OR ABSTAIN FROM CONSENTING TO THE
REMOVAL OF ALL THE PERSONS NAMED IN PROPOSAL #1, CHECK THE APPROPRIATE BOX
ABOVE. IF YOU WISH TO CONSENT TO THE REMOVAL OF CERTAIN OF THE PERSONS NAMED
IN PROPOSAL #1, BUT NOT ALL OF THEM, CHECK THE "CONSENT" BOX ABOVE AND WRITE
THE NAME OF EACH SUCH PERSON YOU DO NOT WISH REMOVED IN THE SPACE PROVIDED
BELOW:
------------------------------------
2. Amend Section 1 of Article IV of the [ ] [ ] [ ]
Warner-Lambert by-laws to set the
number of directors of Warner-Lambert
at seven as set forth in Annex IV to
the Consent Statement.
3. Amend Section 2 of Article IV of the [ ] [ ] [ ]
Warner-Lambert by-laws to provide
that vacancies on the Warner-Lambert
Board created as a result of a
removal of directors by
Warner-Lambert stockholders may be
filled only by a majority vote of
shares of Warner-Lambert common stock
as set forth in Annex IV to the
Consent Statement.
DOES NOT
CONSENT CONSENT ABSTAIN
4. Elect James G. Brocksmith Jr., [ ] [ ] [ ]
Wendell F. Bueche, Robert M. Lichten,
Paul M. Meister, Martin D. Payson,
Thomas G. Plaskett and Sir Barrie
Stephens (the "Nominees") to serve as
directors of Warner-Lambert (or, if
any such Nominee is unable to serve
as a director of Warner-Lambert due
to death, disability or otherwise,
any other person designated as a
Nominee by the remaining Nominee or
Nominees).
INSTRUCTION: TO CONSENT, NOT CONSENT
OR ABSTAIN FROM CONSENTING TO THE
ELECTION OF ALL THE PERSONS NAMED IN
PROPOSAL #4, CHECK THE APPROPRIATE
BOX ABOVE. IF YOU WISH TO CONSENT TO
THE ELECTION OF CERTAIN OF THE
PERSONS NAMED IN PROPOSAL #4, BUT NOT
ALL OF THEM, CHECK THE "CONSENT" BOX
ABOVE AND WRITE THE NAME OF EACH SUCH
PERSON YOU DO NOT WISH ELECTED IN THE
SPACE PROVIDED BELOW.
------------------------------------
5. Repeal each provision of the [ ] [ ] [ ]
Warner-Lambert by-laws adopted after
April 1, 1999 and before the
effectiveness of as of the foregoing
actions.
IF NO BOX IS MARKED FOR ANY PROPOSAL,
THE UNDERSIGNED WILL BE DEEMED TO
CONSENT TO SUCH PROPOSAL, EXCEPT THAT
THE UNDERSIGNED WILL NOT BE DEEMED TO
CONSENT TO THE REMOVAL OF ANY CURRENT
_____ DIRECTOR OR TO THE ELECTION OF ANY
| NOMINEE WHOSE NAME IS WRITTEN-IN IN THE
| SPACE PROVIDED.
|
IN ORDER FOR YOUR CONSENT TO BE VALID,
IT MUST BE DATED. PLEASE MARK, SIGN,
DATE AND MAIL YOUR CONSENT PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
The provisions of the Consent Statement
dated December [__], 1999 of Pfizer,
Inc., which more fully set forth the
amendments to the Warner-Lambert by-laws
described in items 2 and 3 above,
including the precise wording of such
amendments (see Annex IV) are
incorporated by reference.
IN THE ABSENCE OF DISSENT OR ABSTENTION
BEING INDICATED ABOVE, THE UNDERSIGNED
HEREBY CONSENTS TO EACH ACTION LISTED
ABOVE.
The effectiveness of proposals 1 through
5 is subject to, and conditioned upon,
the adoption of each and every proposal
set forth above by the holders of
record, as of the close of business on
the Consent Record Date, of a majority
of the shares of Warner-Lambert common
stock then outstanding (including the
receipt of consents from such holders to
the election of each Nominee to the
Warner-Lambert Board).
Signature(s) Dated , 1999
------------------------------------------ -------------
Please sign exactly as the name appears on stock certificate or on the attached
label. If shares are held by joint tenants, both should sign. In case of joint
owners, each joint owner must sign. When signing as attorney, executor,
administrator, trustee guardian, corporate officer, etc., please give full
title.
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* FOLD AND DETACH HERE *
