SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report:
June 20, 2000
Date of earliest event reported:
June 19, 2000
PFIZER INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-03619 13-5315170
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
235 East 42nd Street, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(212) 573-2323
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(Former name or former address, if changed since last report.)
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Item 2. and Item 5. Acquisition or Disposition of Assets
On June 19, 2000, Pfizer Inc. ("Pfizer") issued a press release announcing that
it had received final clearance from the Federal Trade Commission ("FTC")
regarding its proposed merger with Warner-Lambert Company ("Warner-Lambert") and
that the merger has been completed.
Under the Agreement and Plan of Merger dated as of February 6, 2000 (the "Merger
Agreement") among Pfizer, Warner-Lambert and Seminole Acquisition Sub Corp., a
wholly-owned subsidiary of Pfizer ("Merger Sub"), on closing of the merger,
Merger Sub was merged with and into Warner Lambert. Warner-Lambert survived the
merger as a wholly owned subsidiary of Pfizer.
Under the Merger Agreement, as a result of the merger, each share of
Warner-Lambert common stock, par value $1.00 per share, issued and outstanding,
other than shares owned or directly held by Pfizer or directly or indirectly by
Warner-Lambert, was converted into the right to receive 2.75 shares of Pfizer
common stock, par value $0.05 per share.
Pfizer and Warner-Lambert mailed a definitive joint proxy statement/prospectus
(the "Joint Proxy Statement/Prospectus") to Pfizer shareholders on March 15,
2000, and to Warner-Lambert shareholders on March 27, 2000, which provides
certain information about the merger, Pfizer, Warner-Lambert and Merger Sub,
including, but not limited to, the nature of Pfizer's and Warner-Lambert's
business, the principles used in determining the conversion ratio, the nature of
any interests of Pfizer's and Warner-Lambert's officers and directors in the
merger, and Pfizer's intended use of the assets acquired in the merger. Chapters
One and Two of the Joint Proxy Statement/Prospectus, and the Merger Agreement,
which is an Annex to the Joint Proxy Statement/Prospectus, are incorporated by
reference.
Attached and also incorporated by reference is a copy of Pfizer's press release
dated June 19, 2000 announcing the receipt of FTC approval and the completion of
the merger with Warner-Lambert.
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Item 7. Exhibits.
Exhibit Description
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2 Agreement and Plan of Merger dated as of February 6, 2000, among
Seminole Acquisition Sub Corp., Pfizer Inc., and Warner-Lambert
Company is incorporated by reference from Annex A of our Joint Proxy
Statement/Prospectus for the 2000 Annual Meeting of Shareholders,
which was first mailed to Pfizer shareholders on March 15, 2000, and
to Warner-Lambert shareholders on March 27, 2000. The Joint
Proxy/Statement Prospectus is part of our Registration Statement on
Form S-4 (File No. 333-90975) that was declared effective on March
9, 2000.
20 Chapters 1 and 2 of our Joint Proxy Statement/Prospectus for our
2000 Annual Meeting of Shareholders, which was first mailed to
Pfizer shareholders on March 15, 2000, and to Warner-Lambert
shareholders on March 27, 2000, are incorporated by reference. The
Joint Proxy Statement/Prospectus is part of our Registration
Statement on Form S-4 (File No. 333-90975) that was declared
effective on March 9, 2000.
99 Press Release of Pfizer Inc. dated June 19, 2000 announcing the
completion of the Merger with Warner-Lambert.
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SIGNATURE
Under the requirements of the Securities Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the authorized undersigned.
PFIZER INC.
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(Registrant)
Date June 20, 2000
/s/ Margaret M. Foran
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Name: Margaret M. Foran
Title: Vice President - Corporate Governance
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EXHIBIT INDEX
2. Agreement and Plan of Merger dated as of February 6, 2000, among
Seminole Acquisition Sub Corp., Pfizer Inc., and Warner-Lambert
Company is incorporated by reference from Annex A of our Joint
Proxy Statement/Prospectus for the 2000 Annual Meeting of
Shareholders, which was first mailed to Pfizer shareholders on
March 15, 2000, and to Warner-Lambert shareholders on March 27,
2000. The Joint Proxy Statement/Prospectus is part of our
Registration Statement on Form S-4 (File No. 333-90975) that was
declared effective on March 9, 2000.
20. Chapters 1 and 2 of our Joint Proxy Statement/Prospectus for our
2000 Annual Meeting of Shareholders, which was first mailed to
Pfizer shareholders on March 15, 2000, and to Warner-Lambert
shareholders on March 27, 2000, are incorporated by reference. The
Joint Proxy Statement/Prospectus is part of our Registration
Statement on Form S-4 (File No. 333-90975) that was declared
effective on March 9, 2000.
99 Press Release of Pfizer Inc. dated June 19, 2000 announcing the
completion of the Merger with Warner-Lambert.
