Item 5. Other Events

Pfizer Inc. ("Pfizer") entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Warner-Lambert Company ("Warner-Lambert") and Seminole Acquisition Sub Corp., a direct wholly-owned subsidiary of Pfizer (the "Merger Sub"), dated as of February 6, 2000. Pursuant to the Merger Agreement, Merger Sub shall be merged with and into Warner-Lambert with Warner-Lambert as the surviving corporation as a wholly-owned subsidiary of Pfizer (the "Merger"). The Merger is subject to various conditions, including, among other things, regulatory approval and approval by Pfizer's and Warner-Lambert's stockholders.

The foregoing description of the Merger and the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed herewith as Exhibit 99.1 and such Exhibit is incorporated herein by reference.

This Current Report on Form 8-K contains or incorporates by reference forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by Pfizer with the Securities and Exchange Commission, which identify important risk factors that could cause actual results to differ from those contained in any forward-looking statements.

Item 7(c). Exhibits

Agreement and Plan of Merger, dated as of February 6, 2000, among Pfizer Inc., Warner-Lambert Company and Seminole Acquisition Sub Corp.

PFIZER INC.

By: /s/ MARGARET M. FORAN
Name: Margaret M. Foran 
Title: Vice President - Corporate Governance 

Agreement and Plan of Merger, dated as of February 6, 2000, among Pfizer Inc., Warner-Lambert Company and Seminole Acquisition Sub Corp.