<PAGE>
As filed with the Securities and Exchange Commission on October 20, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PFIZER INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-5315170
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
</TABLE>
235 East 42nd Street, New York, NY 10017
(212) 573-2323
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MARGARET M. FORAN, ESQ.
Vice President-Corporate Governance
and Assistant Secretary
235 East 42nd Street
New York, NY 10017
(212) 573-2323
(Name, address, including zip code and telephone number, including area code,
of agent for service)
---------------
Copy to:
Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY 10038
(212) 504-6000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement, as determined by
Registrant in light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434 ,
please check the following box. [X]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of each class of Amount to be Price Per Offering Registration
securities to be Registered Registered (1) Unit(2)(3) Price(2)(3)(4) Fee(5)
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities.................. $2,500,000,000 100% $2,500,000,000 $607,200
------------------------------------------------------------------------------------------------------
</TABLE>
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(1) Or, if any Debt Securities are issued at an original issue discount, such
greater amount as shall result in net proceeds of $2,500,000,000 to the
registrant.
(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457 of the Securities Act of 1933.
(3) Excluding accrued interest and accrued amortization of discount, if any, to
the date of delivery.
(4) In United States dollars or the equivalent thereof in foreign denominated
currency or in currency units.
(5) Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement relates to securities with a proposed maximum offering price of
$2,500,000,000. The registrant previously registered under Registration
Statement on Form S-3 (File No. 33-41367), on June 26, 1991, an aggregate
of $750,000,000 of securities and paid a fee in connection therewith. The
registrant is carrying forward $200,000,000 of those securities into this
Registration Statement. The filing fee of $607,200 paid by the registrant
in connection with this Registration Statement is based on the
$2,300,000,000 of securities for which a filing fee has not been paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY +
+NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN +
+OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE +
+SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED OCTOBER 20, 2000
PROSPECTUS
$2,500,000,000
PFIZER INC.
Debt Securities
------------
Pfizer Inc. may from time to time issue up to a total of $2,500,000,000 of
debt securities. The accompanying prospectus supplement will specify the terms
of the securities. You should read this prospectus and any supplement carefully
before you invest.
------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------
We may sell these securities to or through dealers, underwriters, or agents.
The names of any dealers, underwriters or agents will be set forth in the
prospectus supplement.
------------
The date of this Prospectus is , 2000
<PAGE>
The information contained in this prospectus is not complete and may be
changed. You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these debt securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or
any prospectus supplement is accurate as of any date other than the date on
the front cover of those documents.
This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under this shelf registration
process, we may sell any combination of the debt securities described in this
prospectus in one or more offerings up to a total amount of $2,500,000,000.
This prospectus provides you with a general description of the debt securities
we may offer. Each time we issue debt securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
specific offering. The prospectus supplement may also add to or update other
information contained in this prospectus. You should read both this prospectus
and the accompanying prospectus supplement together with additional
information described under "Where You Can Find More Information".
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, NY and Chicago, IL. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. You can also find
information about us by visiting our website at www.pfizer.com.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14, or 15 (d) of the Securities
Exchange Act of 1934, until we complete our offering of the debt securities:
. Annual report on Form 10-K for the year ended December 31, 1999;
. Quarterly reports on Form 10-Q for the quarters ended April 2, 2000 and
July 2, 2000;
. Current reports on Form 8-K filed on January 18, 2000, February 18,
2000, February 22, 2000, April 18, 2000, April 21, 2000, June 20, 2000,
June 29, 2000, August 16, 2000, August 28, 2000 and September 1, 2000;
and
. Annual reports of employee stock purchases on Form 11-K for the year
ended December 31, 1999, filed on May 24, 2000 and June 30, 2000.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address.
Corporate Secretary
Pfizer Inc.
235 East 42nd Street
New York, NY 10017
(212) 573-2323
<PAGE>
THE COMPANY
We are a research-based global pharmaceutical company. We discover, develop,
manufacture and market innovative medicines for humans and animals.
We operate in two business segments:
Pharmaceutical, which includes our human pharmaceutical, animal health and
capsule businesses; and
Consumer Products, which includes our consumer healthcare products,
confectionery products, shaving products and our ornamental fish food and fish
care products.
All references to us in this prospectus include Pfizer Inc. and its
subsidiaries, unless the context clearly indicates otherwise.
Our financial information described in this prospectus has been restated to
reflect our merger with Warner-Lambert Company, which was completed on June 19,
2000.
Our principal executive offices are located at 235 East 42nd Street, New
York, NY 10017 and our telephone number is (212) 573-2323.
RATIO OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges for the six months ended
July 2, 2000 and for each of the fiscal years ended December 31, 1995 through
1999 is set forth below. For the purpose of computing these ratios, "earnings"
consist of income before provision for taxes on income and minority interests
less minority interests and less undistributed earnings (losses) of
unconsolidated subsidiaries adjusted for fixed charges, excluding capitalized
interest. "Fixed charges" consist of interest expense, amortization of debt
discount and expenses, capitalized interest and one-third of rental expense
which we believe to be a conservative estimate of an interest factor in its
leases. It is not practicable to calculate the interest factor in a material
portion of our leases. The ratio was calculated by dividing the sum of the
fixed charges into the sum of the earnings before taxes and fixed charges.
<TABLE>
<CAPTION>
(Unaudited)
Six Months Year Ended December 31
Ended ------------------------
July 2, 2000 1999 1998 1997 1996 1995
------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges... 8.3 14.7 13.1 10.9 10.1 8.5
</TABLE>
USE OF PROCEEDS
Unless the applicable prospectus supplement indicates otherwise, we intend
to use net proceeds from the sale of the debt securities for general corporate
purposes, including the refinancing of existing debt. We may temporarily invest
funds that are not immediately needed for these purposes in short-term
marketable securities.
DESCRIPTION OF DEBT SECURITIES
The debt securities covered by this prospectus will be our direct unsecured
obligations. The debt securities will be issued in one or more series under an
indenture to be entered into between us and The Chase Manhattan Bank, as
Trustee.
2
<PAGE>
This prospectus briefly outlines some of the indenture provisions. The
indenture has been filed as an exhibit to the registration statement and you
should read the indenture carefully for provisions that may be important to
you.
We may issue the debt securities as original issue discount securities,
which will be offered and sold at a substantial discount below their stated
principal amount. A prospectus supplement relating to original issue discount
securities will describe Federal income tax consequences and other special
considerations applicable to them. The debt securities may also be issued as
indexed securities or securities denominated in foreign currencies or currency
units, as described in more detail in a prospectus supplement relating to any
of these types of debt securities. A prospectus supplement relating to indexed
debt securities or foreign currency debt securities will also describe any
additional tax consequences or other special considerations applicable to these
types of debt securities.
In addition, the material specific financial, legal and other terms
particular to debt securities of each series will be described in the
prospectus supplement relating to the debt securities of that series.
General
The debt securities will rank equally with all of our other unsecured and
unsubordinated debt. The indenture does not limit the amount of debt we may
issue under the indenture or otherwise. We may issue the debt securities in one
or more series with the same or various maturities, at par or a premium or with
original issue discount.
The prospectus supplement relating to any debt securities being offered will
include specific terms relating to the offering. These terms will include some
or all of the following:
. the title and type of the debt securities;
. the total principal amount of the debt securities;
. the percentage of the principal amount at which the debt securities will
be issued and any payments due if the maturity of the debt securities is
accelerated;
. the date or dates on which the principal of the debt securities will be
payable;
. whether the debt securities will be denominated in, and whether the
principal of and any premium and any interest on the debt securities
will be payable in, U.S. dollars or any foreign currency or foreign
currency units;
. the interest rate or rates, if any, which the debt securities will bear,
the date or dates from which any interest will accrue, the interest
payment dates for the debt securities and the regular record date for
any interest payable on any interest payment date;
. any index or other special method we will use to determine the amount of
principal or any premium or interest we will pay on the debt securities
of the series;
. any optional or mandatory redemption periods;
. any sinking fund or other provisions that would obligate us to
repurchase or otherwise redeem the debt securities;
. whether the debt securities are to be issued in individual certificates
to each holder or in the form of global securities held by a depositary
on behalf of holders;
. any addition to, or modification or deletion of, any event of default or
any covenant specified in the indenture;
. any special tax implications of the debt securities, including
provisions for original issue discount securities, if offered;
3
<PAGE>
. any terms upon which the debt securities may be convertible into or
exchanged for other debt securities or indebtedness or other securities
of any other issuer or obligor; and
. any other specific terms of the debt securities.
The prospectus supplement relating to the debt securities of the series
will be attached to the front of this prospectus.
We may issue debt securities other than the debt securities described in
this prospectus. There is no requirement that any other debt securities that
we issue be issued under the indenture. Thus, any other debt securities that
we issue may be issued under other indentures or documentation, containing
provisions different from those included in the indenture or applicable to one
or more issues of the debt securities described in this prospectus.
Consolidation, Merger or Sale
We have agreed not to consolidate with or merge into any other corporation
or convey or transfer or lease substantially all of our properties and assets
to any person, unless:
(a) the successor corporation expressly assumes by a supplemental
indenture the due and punctual payment of the principal of and any premium
or any interest on all the debt securities and the performance of every
covenant in the indenture that we would otherwise have to perform as if it
were an original party to the indenture; and
(b) we deliver to the trustee an officers' certificate and an opinion
of counsel, each stating that the consolidation, merger, conveyance or
transfer and the supplemental indenture comply with these provisions.
The successor corporation will assume all our obligations under the
indenture as if it were an original party to the indenture. After assuming
such obligations, the successor corporation will have all our rights and
powers under the indenture.
Modification of Indenture
Under the indenture our rights and obligations and the rights of the
holders may be modified if the holders of a majority in aggregate principal
amount of the outstanding debt securities of each series affected by the
modification consent to it. No modification of the maturity date or principal
or interest payment terms, no modification of the currency for payment, no
impairment of the right to sue for the enforcement of payment at the maturity
of the debt security, no modification of any conversion rights and no
modification reducing the percentage required for modifications or modifying
the foregoing requirements or reducing the percentage required to waive certain
specified covenants, is effective against any holder without its consent.
Events of Default
When we use the term "Event of Default" in the indenture, here are some
examples of what we mean.
An Event of Default occurs if:
. we fail to make the principal or any premium payment on any debt
security when due;
. we fail to make any sinking fund payment for 60 days after payment was
due;
. we fail to pay interest on any debt security for 60 days after payment
was due;
. we fail to perform any other covenant in the indenture and this failure
continues for 90 days after we receive written notice of it; or
4
<PAGE>
. we or a court take certain actions relating to the bankruptcy,
insolvency or reorganization of our company.
The supplemental indenture or the form of security for a particular series
of debt securities may include additional Events of Default or changes to the
Events of Default described above. The Events of Default applicable to a
particular series of debt securities will be discussed in the prospectus
supplement relating to such series. A default under our other indebtedness will
not be a default under the indenture for the debt securities covered by this
prospectus, and a default under one series of debt securities will not
necessarily be a default under another series. The trustee may withhold notice
to the holders of debt securities of any default (except for defaults that
involve our failure to pay principal or interest) if it considers such
withholding of notice to be in the best interests of the holders.
If an Event of Default for any series of debt securities occurs and
continues, the trustee or the holders of at least 33% in aggregate principal
amount of the outstanding debt securities of the series may require us to repay
immediately:
. the entire principal of the debt securities of such series; or
. if the debt securities are discounted securities, such portion of the
principal as may be described in the applicable prospectus supplement.
Subject to certain conditions, the holders of a majority of the aggregate
principal amount of the debt securities of the affected series can rescind this
accelerated payment requirement.
Other than its duties in case of a default, the trustee is not obligated to
exercise any of its rights or powers under the indenture at the request, order
or direction of any holders, unless the holders offer the trustee reasonable
indemnity. If they provide this reasonable indemnity, the holders of a majority
in principal amount outstanding of any series of debt securities may, subject
to certain limitations, direct the time, method and place of conducting any
proceeding or any remedy available to the trustee, or exercising any power
conferred upon the trustee, for any series of debt securities.
Payment and Transfer
We will pay principal, interest and any premium on fully registered
securities at the place or places designated by us for such purposes. We will
make payment to the persons in whose names the debt securities are registered
on the close of business on the day or days specified by us. Any other payments
will be made as set forth in the applicable prospectus supplement. Holders may
transfer or exchange fully registered securities at the corporate trust office
of the trustee or at any other office or agency maintained by us for such
purposes, without the payment of any service charge except for any tax or
governmental charge.
Global Securities
We may issue the securities in whole or in part in the form of one or more
global securities that will be deposited with, or on behalf of, a depositary
identified in the applicable prospectus supplement. We may issue the global
securities in either registered or bearer form in either temporary or permanent
form. We will describe the specific terms of the depositary arrangement with
respect to a series of securities in the applicable prospectus supplement.
You may transfer or exchange certificated securities at any office we
maintain for this purpose in accordance with the terms of the indenture. We
will not charge a service fee for any transfer or exchange of certificated
securities, but we may require payment of a sum sufficient to cover any tax or
other governmental charge we are required to pay in connection with a transfer
or exchange.
You may effect the transfer of certificated securities and the right to
receive the principal, premium and interest on certificated securities only by
surrendering the certificate representing those certificated securities
5
<PAGE>
and either reissuance by us or the trustee of the certificate to the new holder
or the issuance by us or the trustee of a new certificate to the new holder.
We are not required to:
. register, transfer or exchange securities of any series during a period
beginning at the opening of business 15 days before the day we transmit
a notice of redemption of securities of the series selected for
redemption and ending at the close of business on the day of the
transmission, or
. to register, transfer or exchange any security so selected for
redemption in whole or in part, except the unredeemed portion of any
security being redeemed in part.
The applicable prospectus supplement will describe the specific terms of the
depositary arrangement with respect to the applicable securities of that
series. We anticipate that the following provisions will apply to all
depositary arrangements.
Once a global security is issued, the depositary will credit on its book-
entry system the respective principal amounts of the individual securities
represented by that global security to the accounts of institutions that have
accounts with the depositary. These institutions are known as participants. The
underwriters for the securities will designate the accounts to be credited.
However, if we have offered or sold the securities either directly or through
agents, we or the agents will designate the appropriate accounts to be
credited.
Ownership of beneficial interest in a global security will be limited to
participants or persons that may hold beneficial interests through
participants. Ownership of beneficial interest in a global security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the depositary's participants or persons that hold
through participants. The laws of some states require that certain purchasers
of securities take physical delivery of securities. Such limits and such laws
may limit the market for beneficial interests in a global security.
So long as the depositary for a global security, or its nominee, is the
registered owner of a global security, the depositary or nominee will be
considered the sole owner or holder of the securities represented by the global
security for all purposes under the indenture. Except as provided in the
applicable prospectus supplement, owners of beneficial interests in a global
security:
. will not be entitled to have securities represented by global
securities registered in their names;
. will not receive or be entitled to receive physical delivery of
securities in definitive form; and
. will not be considered owners or holders of these securities under the
indenture.
Payments of principal, any premium and interest on the individual securities
registered in the name of the depositary or its nominee will be made to the
depositary or its nominee as the holder of that global security. Neither we nor
the trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a global security, or for maintaining, supervising or reviewing
any records relating to beneficial ownership interests and each of us and the
trustee may act or refrain from acting without liability on any information
provided by the depositary.
We expect that the depositary, after receiving any payment of principal, any
premium or interest in respect of a global security, will immediately credit
the accounts of the participants with payment in amounts proportionate to their
respective holdings in principal amount of beneficial interest in a global
security as shown on the records of the depositary. We also expect that
payments by participants to owners of beneficial interests in a global security
will be governed by standing customer instructions and customary practices, as
is now the case with securities held for the accounts of customers in bearer
form or registered in "street name," and will be the responsibility of such
participants.
6
<PAGE>
Debt securities represented by a global security will be exchangeable for
debt securities in definitive form of like tenor in authorized denominations
only if the depositary notifies us that it is unwilling or unable to continue
as the depositary and a successor depositary is not appointed by us within 90
days or we, in our discretion, determine not to require all of the debt
securities of a series to be represented by a global security and notify the
trustee of our decision.
Defeasance
When we use the term defeasance, we mean discharge from some or all of our
obligations under the indenture. If we deposit with the trustee sufficient cash
or government securities to pay the principal, interest, any premium and any
other sums due to the stated maturity date or a redemption date of the debt
securities of a particular series, then at our option:
. we will be discharged from our obligations with respect to the debt
securities of such series; or
. we will no longer be under any obligation to comply with certain
restrictive covenants under the indenture, and certain Events of Default
will no longer apply to us.
If this happens, the holders of the debt securities of the affected series
will not be entitled to the benefits of the indenture except for registration
of transfer and exchange of debt securities and replacement of lost, stolen or
mutilated debt securities. Such holders may look only to such deposited funds
or obligations for payment.
To exercise our defeasance option, we must deliver to the trustee an opinion
of counsel to the effect that the deposit and related defeasance would not
cause the holders of the debt securities to recognize income, gain or loss for
Federal income tax purposes. We must also deliver any ruling to such effect
received from or published by the United States Internal Revenue Service if we
are discharged from our obligations with respect to the debt securities.
Concerning the Trustee
The trustee has provided banking and investment services to us in the past
and may do so in the future as a part of its regular business.
PLAN OF DISTRIBUTION
We may sell the offered debt securities
. through underwriters or dealers;
. through agents;
. directly to one or more purchasers; or
. through a number of direct sales or auctions performed by utilizing the
Internet or a bidding or ordering system.
We may distribute the securities from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to the prevailing
market prices or at negotiated prices.
Sale Through Underwriters
If we use underwriters in the sale, such underwriters will acquire the debt
securities for their own account. The underwriters may resell the securities in
one or more transactions, including negotiated transactions, at a
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<PAGE>
fixed public offering price or at varying prices determined at the time of
sale. The obligations of the underwriters to purchase the securities will be
subject to certain conditions. The underwriters will be obligated to purchase
all the securities of the series offered if any of the securities are
purchased. The underwriters may change from time to time any initial public
offering price and any discounts or concessions allowed or re-allowed or paid
to dealers.
Sale Through Agents
We may sell offered debt securities through agents designated by us. Unless
indicated in the prospectus supplement, the agents have agreed to use their
reasonable best efforts to solicit purchases for the period of their
appointment.
Direct Sales
We may also sell offered debt securities directly. In this case, no
underwriters or agents would be involved.
Sale Through the Internet
We may from time to time offer debt securities directly to the public, with
or without the involvement of agents, underwriters or dealers, and may utilize
the Internet or another electronic bidding or ordering system for the pricing
and allocation of such debt securities. Such a system may allow bidders to
directly participate, through electronic access to an auction site, by
submitting conditional offers to buy that are subject to acceptance by us, and
which may directly affect the price or other terms at which such securities are
sold.
Such a bidding or ordering system may present to each bidder, on a real-time
basis, relevant information to assist you in making a bid, such as the clearing
spread at which the offering would be sold, based on the bids submitted, and
whether a bidder's individual bids would be accepted, prorated or rejected.
Typically the clearing spread will be indicated as a number of basis points
above an index treasury note. Other pricing methods may also be used. Upon
completion of such an auction process securities will be allocated based on
prices bid, terms of bid or other factors.
The final offering price at which debt securities would be sold and the
allocation of debt securities among bidders, would be based in whole or in part
on the results of the Internet bidding process or auction. Many variations of
Internet auction or pricing and allocation systems are likely to be developed
in the future, and we may utilize such systems in connection with the sale of
debt securities. The specific rules of such an auction would be distributed to
potential bidders in an applicable prospectus supplement.
If an offering is made using such a bidding or ordering system you should
review the auction rules, as described in the prospectus supplement, for a more
detailed description of such offering procedures.
General Information
Underwriters, dealers and agents that participate in the distribution of the
offered securities may be underwriters as defined in the Securities Act of
1933, and any discounts or commissions received by them from us and any profit
on the resale of the offered securities by them may be treated as underwriting
discounts and commissions under the Securities Act. We will identify any
underwriters or agents, and describe their compensation, in a prospectus
supplement.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make. Underwriters, dealers
and agents may engage in transactions with, or perform services for, us or our
subsidiaries in the ordinary course of their businesses.
8
<PAGE>
VALIDITY OF DEBT SECURITIES
Margaret M. Foran, our Vice President-Corporate Governance and Assistant
Secretary, will pass upon the validity of the debt securities for us.
EXPERTS
The consolidated balance sheets of Pfizer Inc. and Subsidiary Companies as
of December 31, 1999 and 1998 and the related consolidated statements of
income, shareholders' equity and cash flows for each of the years in the three-
year period ended December 31, 1999, restated to give retroactive effect to the
merger on June 19, 2000 with Warner-Lambert Company and its subsidiaries, have
been incorporated by reference herein in reliance upon the report of KPMG LLP,
our independent public accountants, which is based in part upon the report of
PricewaterhouseCoopers LLP, independent public accountants for Warner-Lambert
Company. We incorporate these consolidated financial statements in this
prospectus and we do so in reliance upon the reports of KPMG LLP and
PricewaterhouseCoopers LLP (incorporated by reference herein) and upon their
authority as experts in auditing and accounting.
With respect to the unaudited interim financial information for the periods
ended April 2 and July 2, 2000, incorporated by reference, the independent
certified public accountants have reported that they applied limited procedures
in accordance with professional standards for a review of such information.
However, their separate reports included in our quarterly reports on Form 10-Q
for the quarters ended April 2 and July 2, 2000, and incorporated by reference,
state that they did not audit and they do not express an opinion on that
interim financial information. Accordingly, the degree of reliance on their
reports on such information should be restricted in light of the limited nature
of the review procedures applied. The accountants are not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for their
reports on the unaudited interim financial information because those reports
are not a "report" or a "part" of the registration statement prepared or
certified by the accountants within the meaning of Sections 7 and 11 of the
Securities Act.
9
<PAGE>
Part II
Item 14. Other Expenses of Issuance and Distribution.*
<TABLE>
<S> <C>
SEC registration fees......................................... $ 607,200
Trustees' and transfer agents' fees........................... 50,000
Costs of printing and engraving............................... 75,000
Legal fees.................................................... 100,000
Accounting fees............................................... 75,000
Rating agency fees............................................ 125,000
Blue Sky fees and expenses.................................... 1,000
Miscellaneous................................................. 10,000
----------
Total....................................................... $1,043,200
</TABLE>
--------
*All fees and expenses in this table other than the SEC registration fee are
estimated.
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware permits a corporation
to indemnify any person who is or has been a director, officer, employee or
agent of the corporation or who is or has been serving as director, officer,
employee or agent of another corporation, organization or enterprise at the
request of the corporation, against all liability and expenses (including, but
not limited to, attorneys' fees and disbursements and amounts paid in
settlement or in satisfaction of judgments or as fines or penalties) incurred
or paid in connection with any action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise, in which he/she may be
involved by reason of the fact that he/she serves or is serving in these
capacities, if he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interest of the corporation and,
with respect to any criminal action or proceeding, had no cause to believe
his/her conduct was unlawful. In the case of a claim, action, suit or
proceeding made or brought by or in the right of the corporation to procure a
recovery or judgment in its favor, the corporation shall not indemnify such
person in respect of any claim, issue or matter as to which such person has
been adjudged to be liable to the corporation for negligence or misconduct in
the performance of his/her duty to the corporation, except for such expenses as
the court may allow. Any such person who has been wholly successful on the
merits or otherwise with respect to any such claim, action, suit or proceeding
or with respect to any claim, issue or matter therein, shall be indemnified as
of right against all expenses in connection therewith or resulting therefrom.
Pursuant to Article V, Section 1 of our By-Laws, we will indemnify directors
and officers to the fullest extent permitted by applicable law as it presently
exists or is amended. We are insured against actions taken under our By-Laws
and the directors and officers are insured directly at our expense against such
liabilities for which indemnification is not made. We have entered into
agreements with our directors and certain of our officers requiring us to
indemnify such persons to the fullest extend permitted by our By-Laws.
Item 16. Exhibits.
<TABLE>
<C> <S>
1 Form of Underwriting Agreement
4 Form of Indenture between Pfizer Inc. and The Chase Manhattan Bank
5 Opinion of Counsel and Consent of Margaret M. Foran, Esq., Vice
President--Corporate Governance and Assistant Secretary of Pfizer Inc.
12 Computation of Ratio of Earnings to Fixed Charges
15 Acknowledgement of KPMG LLP
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
23.1 Consent of Margaret M. Foran, Esq., Vice President--Corporate Governance
and Assistant Secretary of Pfizer Inc. (included as part of Exhibit 5)
23.2 Consent of KPMG LLP
23.3 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included as part of the signature page hereto)
25 Statement of Eligibility and Qualification on Form T-1 under the Trust
Indenture Act of 1939, as amended
</TABLE>
Item 17. Undertakings:
The undersigned registrant undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment of this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information relating to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Under the requirements of the Securities Act of 1933, the Registrant has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has caused this Registration Statement to be signed on its
behalf by the authorized signer in The City of New York, State of New York, on
the 20th day of October, 2000.
Pfizer Inc.
Registrant
/s/ William C. Steere, Jr.
By: _________________________________
William C. Steere, Jr.,
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
Each person whose signature appears below hereby constitutes and appoints C.
L. Clemente and Margaret M. Foran, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) and supplements to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them,
or their or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William C. Steere, Jr. Chief Executive Officer October 20, 2000
__________________________________________ and Chairman of the Board
(William C. Steere, Jr.) (Principal Executive
Officer)
/s/ David L. Shedlarz Executive Vice President October 20, 2000
__________________________________________ and Chief Financial
(David L. Shedlarz) Officer (Principal
Financial Officer)
/s/ Loretta V. Cangialosi Vice President-Controller October 20, 2000
__________________________________________ (Principal Accounting
(Loretta V. Cangialosi) Officer)
/s/ Michael S. Brown October 20, 2000
__________________________________________
(Michael S. Brown) Director
/s/ M. Anthony Burns October 20, 2000
__________________________________________
(M. Anthony Burns) Director
/s/ Robert N. Burt October 20, 2000
__________________________________________
(Robert N. Burt) Director
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ W. Don Cornwell Director October 20, 2000
__________________________________________
(W. Don Cornwell)
Director
__________________________________________
(William H. Gray, III)
/s/ George B. Harvey Director October 20, 2000
__________________________________________
(George B. Harvey)
/s/ Constance J. Horner Director October 20, 2000
__________________________________________
(Constance J. Horner)
Director
__________________________________________
(William R. Howell)
/s/ Stanley O. Ikenberry Director October 20, 2000
__________________________________________
(Stanley O. Ikenberry)
/s/ Harry P. Kamen Director October 20, 2000
__________________________________________
(Harry P. Kamen)
/s/ George A. Lorch Director October 20, 2000
__________________________________________
(George A. Lorch)
Director
__________________________________________
(Alex J. Mandl)
/s/ Henry A. McKinnell President, Chief Operating October 20, 2000
__________________________________________ Officer and Director
(Henry A. McKinnell)
/s/ Dana G. Mead Director October 20, 2000
__________________________________________
(Dana G. Mead)
/s/ John F. Niblack Vice Chairman and Director October 20, 2000
__________________________________________
(John F. Niblack)
/s/ Franklin D. Raines Director October 20, 2000
__________________________________________
(Franklin D. Raines)
/s/ Ruth J. Simmons Director October 20, 2000
__________________________________________
(Ruth J. Simmons)
/s/ Michael I. Sovern Director October 20, 2000
__________________________________________
(Michael I. Sovern)
/s/ Jean-Paul Valles Director October 20, 2000
__________________________________________
(Jean-Paul Valles)
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
------- ------- ------------
<C> <S> <C>
1 Form of Underwriting Agreement
4 Form of Indenture between Pfizer Inc. and The Chase
Manhattan Bank
5 Opinion of Counsel and Consent of Margaret M. Foran,
Esq., Vice President-Corporate Governance and Assistant
Secretary of Pfizer Inc.
12 Computation of Ratio of Earnings to Fixed Charges
15 Acknowledgement of KPMG LLP
23.1 Consent of Margaret M. Foran, Esq., Vice President-
Corporate Governance and Assistant Secretary of Pfizer
Inc. (included as part of Exhibit 5)
23.2 Consent of KPMG LLP
23.3 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included as part of the signature
page hereto)
25 Statement of Eligibility and Qualification on Form T-1
under the Trust Indenture Act of 1939, as amended
</TABLE>
