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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
ALLERGAN, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
DELAWARE 95-1622442
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
_________________________
2525 DUPONT DRIVE
IRVINE, CALIFORNIA 92715-1599
(714) 752-4500
(Address, including zip code, and telephone number,
including area code, of Registrant's Principal Executive Offices)
FRANCIS R. TUNNEY, JR., ESQ.
CORPORATE VICE PRESIDENT AND GENERAL COUNSEL
ALLERGAN, INC.
2525 DUPONT DRIVE
IRVINE, CALIFORNIA 92715-1599
(714) 752-4658
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_________________________
COPY TO:
E. MICHAEL GREANEY, ESQ.
GIBSON, DUNN & CRUTCHER
4 PARK PLAZA
IRVINE, CALIFORNIA 92714
(714) 451-3862
_________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME FOLLOWING THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
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. [ ]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH AMOUNT OFFERING AGGREGATE AMOUNT OF
CLASS OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) FEE
- - -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01* 200,000 24.625 $4,925,000 $1,698.28
===========================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based on the average of the high and low prices of
the Common Stock on the New York Stock Exchange on August 8, 1994.
* Each share of Allergan, Inc. Common Stock includes a Right to purchase
one one-hundredth of a share of Series A Participating Preferred Stock pursuant
to the Rights Agreement between Allergan, Inc. and Morgan Shareholder Services
Trust Company, as Rights Agent.
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ALLERGAN, INC.
PROSPECTUS
Dividend
Reinvestment And
Stock Purchase Plan
___________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 12, 1994
<PAGE> 3
PROSPECTUS
ALLERGAN, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Dear Stockholder:
We are pleased to send you this Prospectus describing the Allergan,
Inc. Dividend Reinvestment and Stock Purchase Plan. The Plan provides
stockholders an opportunity to conveniently manage the investment of their
Allergan, Inc. dividends and to economically increase their ownership in
Allergan, Inc. The Plan is convenient because dividends on shares held in the
Plan are invested automatically, and economical because no brokerage
commissions or service charges are imposed on investments under the Plan.
All holders of record of the Company's Common Stock are eligible to
participate in the Plan. As a participant in the Plan, you are entitled to
obtain additional shares of the Company's Common Stock:
1. by reinvesting the dividends on all or a portion of the shares
of the Company's Common Stock that you hold; and/or
2. by making voluntary cash payments of not less than $10 each up
to a maximum total of $50,000 per calendar year.
The Plan is completely voluntary. You may join or withdraw at any
time. To enroll in the Plan, please complete the enclosed Enrollment
Authorization Form and mail it in the enclosed postage-paid envelope to First
Chicago Trust Company of New York, the administrator of the Plan.
This Prospectus should answer most if not all of the questions you may
have about the Plan. Please read it carefully and retain it for future
reference. If you have questions that are not answered in this Prospectus, you
may call First Chicago Trust Company of New York at (201) 324-0498, or you may
write to First Chicago Trust Company of New York, Dividend Reinvestment
Plan/Allergan, Inc., P.O. Box 2598, Jersey City, NJ 07303-2598.
We appreciate your investment and continuing interest in Allergan, Inc.
Sincerely,
Gavin S. Herbert William C. Shepherd
Chairman of the Board President and
Chief Executive Officer
No person has been authorized to provide any information
or make any representation not contained in this
Prospectus. If provided or made, such information or
representation must not be regarded as authorized by the
Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy securities in
any jurisdiction to any person to whom it is unlawful to
make such an offer or solicitation. The delivery of this
Prospectus at any time does not imply that there has been
no change in the affairs of the Company since the date
hereof.
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AVAILABLE INFORMATION
Allergan, Inc. (the "Company" or "Allergan") has filed with the
Securities and Exchange Commission (the "SEC") a Registration Statement under
the Securities Act of 1933, as amended, with respect to the shares of Common
Stock to which this Prospectus relates. This Prospectus does not include
certain information contained in a Registration Statement. For further
information about the Company and its securities, refer to the Registration
Statement and to the exhibits filed as part thereof and otherwise incorporated
therein. Each summary in this Prospectus of additional information included in
the Registration Statement or any related exhibit is qualified in its entirety
by reference to such information or exhibit.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and files reports,
statements and other information with the SEC in accordance with that Act.
These reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, DC 20549, and at the SEC's Regional Offices at 7
World Trade Center, New York, NY 10048, and 219 South Dearborn Street, Chicago,
IL 60604, and copies of these materials can be obtained from the Public
Reference Section of the SEC, 430 Fifth Street, N.W., Washington, DC 20549, at
prescribed rates. In addition, reports, proxy statements and other information
concerning the Company can be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, NY 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated by reference into this Prospectus and deemed to be a part
of it are the following documents that previously have been filed by the
Company with the SEC: (a) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, (b) the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994, and (c) the description of the
Company's Common Stock contained in the Company's Registration Statement on
Form S-1 (Registration No. 33-28855), including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Company with the SEC pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act before the filing of a
post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which registers all shares of Common Stock
then remaining unsold shall be deemed to be incorporated by reference in this
Prospectus and to be a part of it from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this Prospectus shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
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The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the foregoing documents incorporated in this
Prospectus by reference (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the Registration Statement incorporates).
Requests should be directed to Allergan, Inc., Corporate Communications
Department, at the address and telephone number below.
THE COMPANY
Allergan is a global provider of a broad range of therapeutic products
and associated services in the eye care market. Its worldwide consolidated
revenues are generated by prescription and non-prescription ophthalmic
pharmaceutical products, intraocular lenses (IOLs) and other ophthalmic
surgical products, and contact lens care products. To a lesser extent,
revenues are also derived from products in dermatology and neural care.
The Company's executive offices are located at 2525 Dupont Drive,
Irvine, California 92715. The telephone number is (714) 752-4500.
THE PLAN
The text of the Allergan, Inc. Dividend Reinvestment and Stock
Purchase Plan (the "Plan") consists of the following statements presented in
question-and-answer format:
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of Allergan's
Common Stock ("Common Stock") with a simple and convenient method for investing
cash dividends and voluntary cash payments in additional shares of Common Stock
without the payment of any brokerage commissions or service charges. In
addition, to the extent that the additional shares of Common Stock are
purchased from the Company, the Company will receive additional funds for
general corporate purposes.
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ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
The Plan offers the following benefits and advantages to participants:
- Automatic reinvestment of cash dividends on all or some
portion of the shares of Common Stock registered in the
participant's names in additional shares of Common Stock.
- Whether or not a participant has elected to have dividends on
any shares of Common Stock automatically reinvested, the
participant may invest in additional shares of Common Stock by
making voluntary cash payments, as often as once a month, of
not less than $10 and up to a maximum of $50,000 per calendar
year.
- No brokerage commission or service charge is paid by a
participant in connection with Common Stock purchases made
under the Plan.
- Full investment of funds is possible under the Plan because
fractional shares, as well as whole shares, are credited to
the participant's account.
- Dividends on both whole and fractional shares acquired under
the Plan are reinvested in additional shares and those shares
are credited to the participant's Plan account.
- Regular statements of account provide the participant with
simplified record keeping.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
The Plan is administered for the Company by First Chicago Trust
Company of New York ("FCT"). Any correspondence concerning the Plan should be
directed to FCT at the following address:
First Chicago Trust Company of New York
Dividend Reinvestment Plan/Allergan, Inc.
P.O. Box 2598
Jersey City, NJ 07303-2598
If you prefer, you may call FCT at
(201) 324-0498
between 9:00 a.m. and 6:00 p.m. Eastern time.
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Be sure to refer to Allergan, Inc. in all communications.
If FCT should cease to act as the administrator for the Plan, the
Company will select another administrator. In that event, all references in
the Plan to FCT shall be considered to refer to the new administrator.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All holders of record of the Company's Common Stock are eligible to
participate in the Plan for automatic reinvestment of dividends on their shares
held of record and by making voluntary cash payments for the purchase of Common
Stock. To be eligible for automatic reinvestment of dividends, any stockholder
whose shares are registered in the name of an intermediary must either become a
holder of record by having such shares transferred into the participant's own
name or make appropriate arrangements with the intermediary in whose name the
shares are held.
Employees and directors of the Company who own restricted shares are eligible
to participate, but, notwithstanding anything to the contrary in this
Prospectus, may not select the partial dividend reinvestment feature for
restricted shares; their shares will remain restricted in accordance with the
terms of the respective grants but shares acquired through dividend
reinvestment and voluntary cash payments will not be restricted. The Company
reserves the right to exclude officers and directors of the Company from
participation, or to impose special limitations on their participation.
5. IS PARTIAL PARTICIPATION POSSIBLE UNDER THE PLAN?
Stockholders enrolled in the Plan for automatic reinvestment of
dividends on Common Stock may elect to reinvest dividends on all or on only
some of the shares of the Common Stock registered in their names.
Stockholders participating in the Plan continue to receive cash
dividends by check in the usual manner on shares registered in their names for
which they have not elected dividend reinvestment. Dividends on shares of
Common Stock credited to the accounts of participants under the Plan are
automatically reinvested to purchase additional shares of Common Stock.
6. IS PARTICIPATION THROUGH VOLUNTARY CASH PAYMENTS PERMITTED?
Yes. Stockholders enrolled in the Plan may purchase shares of Common
Stock through voluntary cash payments - whether or not they also
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have enrolled for reinvestment of dividends. The minimum voluntary cash
payment that may be made at any one time is $10 and the total of all voluntary
cash payments may not exceed $50,000 during any calendar year. Voluntary cash
payments may be made by a participant as often as once each month.
7. HOW DOES AN ELIGIBLE STOCKHOLDER PARTICIPATE?
A holder of record of Common Stock may enroll in the Plan by
completing an Enrollment Authorization Form and returning it to FCT. A
postage-paid envelope is provided with the Enrollment Authorization Form for
this purpose. An Enrollment Authorization Form may be obtained at any time by
contacting FCT at the address and telephone number set forth in the answer to
Question 3 above.
8. WHEN MAY AN ELIGIBLE STOCKHOLDER JOIN THE PLAN?
An eligible stockholder may enroll in the Plan at any time. If an
Enrollment Authorization Form for dividend reinvestment is received by FCT
before the record date for a dividend payment, reinvestment of dividends begins
with that dividend payment date. If an Enrollment Authorization Form is
received on or after a record date, reinvestment of dividends begins with
dividends paid on the dividend payment date following the next record date.
(Dividends on Common Stock are paid quarterly on such dates as are determined
by the Company's Board of Directors. Record dates with respect to such
dividend payments normally precede the payment dates by approximately three
weeks.) All voluntary cash payments are invested as described in the answer to
Question 20 below.
9. WHAT DOES THE ENROLLMENT AUTHORIZATION FORM PROVIDE?
The Enrollment Authorization Form provides for the purchase of
additional shares of Common Stock through the following investment options:
Full Dividend Reinvestment - Under this option, the Company
pays to FCT for reinvestment in accordance with the Plan all cash
dividends on all of the shares of Common Stock registered in the
participant's name (including shares subsequently acquired with
identical registration). In addition, the participant may make
voluntary cash payments to FCT that are used to purchase additional
shares of Common Stock for the participant in accordance with the
Plan.
Partial Dividend Reinvestment - Under this option, the Company
pays to FCT for reinvestment in accordance with the Plan cash
dividends on that number of shares of Common Stock registered in the
participant's name as are designated in the appropriate space
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on the Enrollment Authorization Form. In addition, the participant
may make voluntary cash payments to FCT that are used to purchase
additional shares of Common Stock for the participant in accordance
with the Plan.
Voluntary Cash Purchases Only - Under this option, FCT applies
any voluntary cash payments to purchase additional shares of Common
Stock for the participant in accordance with the Plan without
reinvesting any cash dividends on shares of Common Stock held outside
of the Plan.
In all cases, cash dividends on all shares of Common Stock credited to
participants' accounts under the Plan, including those purchased with voluntary
cash payments, are automatically reinvested to purchase additional shares of
Common Stock.
10. HOW MAY A PARTICIPANT CHANGE AN ELECTION UNDER THE PLAN?
A participant may change an election under the Plan by filing a new
Enrollment Authorization Form with FCT at the address set forth in the answer
to Question 3 above. Any change in a participant's election under the Plan is
effective with respect to dividends paid on the dividend payment date following
the first record date after the receipt of the new Enrollment Authorization
Form by FCT.
11. WHAT IS THE SOURCE OF THE COMMON STOCK PURCHASED UNDER THE
PLAN?
Shares of Common Stock will be, at the Company's discretion, purchased
either directly from the Company, in which event such shares will be either
authorized but unissued shares held by the Company or treasury stock, or by
FCT on the open market, or by a combination of the foregoing. To the extent
that newly-issued shares of Common Stock or treasury stock obtained from the
Company are used to satisfy share requirements under the Plan, such shares are
covered by a Registration Statement of which this Prospectus is a part. Up to
200,000 shares of Common Stock are currently covered by that Registration
Statement.
12. WHEN ARE SHARES PURCHASED UNDER THE PLAN?
Any Common Stock purchased directly from the Company is purchased: (i)
if with respect to reinvested dividends, as of the dividend payment date, and
(ii) if with respect to voluntary cash payments, on the dividend payment date
of each month in which a cash dividend is paid on Common Stock and on the tenth
day (or if that day is not a business day, on the following business day) of
each other month.
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If Common Stock is purchased on the open market, such purchases begin
on (or as soon as practicable after) the investment dates for Common Stock
purchased directly from the Company, as described above.
No interest will be paid on funds held by FCT pending their investment
in shares of Common Stock.
13. HOW ARE PURCHASES OF COMMON STOCK ON THE OPEN MARKET MADE?
Purchases of Common Stock on the open market are made as promptly as
possible on or after the applicable investment date and will be completed no
later than 30 days from such date, except where completion at a later date is
necessary or advisable under any applicable regulatory requirements. Open
market purchases of Common Stock under the Plan are made through a brokerage
firm or other appropriate agent selected by the FCT. Subject to the
limitations imposed by applicable law and regulations and the Company's
discretion concerning whether Common Stock for purposes of the Plan is
purchased directly from the Company or on the open market, FCT or its appointed
agent has full discretion as to all matters relating to such purchases,
including determining the number of shares to be purchased on any day or at any
time during that day, the prices paid for such shares, the markets on which
such purchases are made and the persons (including brokers and dealers) from or
through whom such purchases are made.
14. WHAT IS THE PRICE OF SHARES PURCHASED DIRECTLY FROM THE
COMPANY?
The price of shares of Common Stock purchased directly from the
Company is equal to the average of the high and low sales price for Common
Stock as reported in The Wall Street Journal New York Stock Exchange Composite
Transactions for the investment date.
15. WHAT IS THE PRICE OF SHARES PURCHASED ON THE OPEN MARKET?
The price of shares purchased on the open market is equal to the
average cost of such shares, determined by dividing the actual cost of all
shares of Common Stock purchased under the Plan during the applicable
investment period by the total number of shares of Common Stock purchased under
the Plan during such period.
16. HOW MANY SHARES ARE PURCHASED FOR PARTICIPANTS?
The number of shares of Common Stock purchased for a participant
depends on the amount of cash dividends and voluntary cash payment available
for investment and the price of the Common Stock. Each participant's account
is credited with that number of shares, including fractions computed to three
decimal places, equal to the amount invested on behalf of the participant
divided by the purchase price per share.
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17. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH
PURCHASES AND SALES UNDER THE PLAN?
All brokerage commissions and service charges for purchases of Common
Stock under the Plan and all administrative charges for the maintenance of
participants' accounts under the Plan are paid by the Company. If a
participant wants FCT to sell shares held under the Plan, the participant is
required to pay the applicable brokerage commissions, currently $.12 per share
(subject to change without notice) and a service fee and any other costs
incurred in the sale of shares.
18. IS A PARTICIPANT'S ACCOUNT CREDITED WITH DIVIDENDS ON
FRACTIONAL SHARES?
Yes. Dividends on fractions of shares, as well as whole shares, are
credited to participants' accounts and are automatically reinvested to purchase
additional shares of Common Stock.
VOLUNTARY CASH PAYMENTS
19. HOW ARE VOLUNTARY CASH PAYMENTS MADE?
A voluntary cash payment may be made when enrolling by enclosing a
check or money order payable to "FCT-Allergan, DRP" with the Enrollment
Authorization Form. Thereafter, voluntary cash payments may be made through
the use of the forms attached to the statements sent to participants by FCT.
The same amount of money need not be sent each month and there is no obligation
to make a voluntary cash payment each month. Each voluntary cash payment must
be at least $10 and the aggregate of a participant's voluntary cash payments in
any calendar year cannot exceed $50,000. Voluntary cash payments may be made
by a participant as often as once each month.
Voluntary cash payments must be in United States dollars.
20. WHEN ARE VOLUNTARY CASH PAYMENTS INVESTED?
Voluntary cash payments are invested once each month on the investment
dates described in the answer to Question 12 above. Voluntary cash payments
received by FCT prior to an investment date are invested in Common Stock on (or
as soon as practicable after) that investment date. Voluntary cash payments
received by FCT on or after an investment date are invested on (or as soon as
practicable after) the following investment date.
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21. UNDER WHAT CIRCUMSTANCES MAY VOLUNTARY CASH PAYMENTS BE
RETURNED?
Participants have the right to have voluntary cash payments returned
to them provided that FCT receives a written request for return of the payment
at least 48 hours before the date on which it is to be invested.
22. MAY VOLUNTARY CASH PURCHASES BE RESTRICTED?
Yes. The Company and FCT each reserve the right to reject any
voluntary cash payment if it is determined, in the sole discretion of the
Company or FCT, as the case may be, that the person or persons submitting such
voluntary cash payment are investing, or intend to invest, under the Plan in a
manner contrary to applicable law or the general purpose of the Plan, which is
to provide otherwise eligible persons with a simple and convenient method by
which to purchase shares of Common Stock.
FEDERAL INCOME TAX CONSEQUENCES
23. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PLAN
PARTICIPATION?
Participants in the Plan generally have the same federal income tax
consequences with respect to dividends as other holders of shares of Common
Stock. These consequences are summarized below.
A participant in the Plan is treated as having received, on the
dividend payment date, a dividend equal to the full amount of the cash dividend
payable on that date with respect to the participant's shares. This is so even
though all or a portion of that amount is not actually received by the
participant in cash but is instead applied to the purchase of Common Stock for
the participant's account under the Plan.
In addition, the Internal Revenue Service has ruled that brokerage
commissions paid by the Company in connection with open market purchases for
participants' accounts constitute dividend income to such participants. A
participant's basis in shares so purchased is increased by the amount of the
brokerage commissions required to be included in the participant's dividend
income.
A participant does not realize any taxable income when the participant
receives certificates for whole shares credited to the participant's account
under the Plan, either upon the participant's request for certificates for
certain of those shares or upon withdrawal from or termination of the Plan.
However, a participant's receipt upon withdrawal from or termination of the
Plan of a cash payment in lieu of a fractional share credited to the
participant's account is treated as a redemption of that fractional share and
the participant recognizes gain or loss. A participant also recognizes gain or
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loss when whole shares acquired under the Plan are sold or exchanged by
or for the benefit of the participant. The amount of gain or loss recognized
in each such case is the difference between the amount that the participant
receives for the shares or fraction of a share and the participant's tax basis
in such shares or fraction of a share. The holding period of shares of Common
Stock acquired under the Plan commences on the day following the date such
shares are purchased for the participant.
Since each participant's tax consequences (including state and local
tax consequences) may differ depending on the participant's individual
circumstances, all participants are urged to consult their own tax advisers
concerning the tax consequences that may result from participation in the Plan
and the disposition of Common Stock acquired pursuant to the Plan.
24. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED TO FOREIGN
STOCKHOLDERS?
In the case of a foreign stockholder whose dividends are subject to
United States income tax withholding, the amount of the tax to be withheld is
deducted from the amount of dividends to determine the amount of dividends
available for reinvestment.
REPORTS TO PARTICIPANTS/VOTING OF SHARES
25. WHAT KIND OF REPORTS ARE SENT TO PARTICIPANTS?
Each participant in the Plan is mailed a statement of the
participant's account following each of the participant's purchases under the
Plan. These statements provide a continuing record of the number and cost of
shares purchased by the participant and should be retained for income tax
purposes. In addition, participants are sent copies of all communications sent
to the Company's stockholders, including Annual Reports, Notices of Meetings,
Proxy Statements and information necessary to report dividend income for
federal income tax purposes.
26. HOW ARE A PARTICIPANT'S SHARES VOTED AT STOCKHOLDERS' MEETINGS?
For each meeting of the stockholders of the Company, each participant
in the Plan will receive a proxy card that will enable the participant to vote
the shares registered in the participant's name as well as the full shares
credited to the participant's account under the Plan. Fractional shares are
not voted.
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CERTIFICATES FOR SHARES
27. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
Certificates for shares of Common Stock purchased under the Plan will
be issued to a participant upon the participant's written request. If the
participant does not make a written request, the participant's shares will be
held in the name of FCT or its nominee. The number of shares purchased for a
participant's account under the Plan will be shown on the participant
statement. This feature protects against loss, theft or destruction of stock
certificates.
Certificates for fractional shares are not issued under any
circumstances. Upon withdrawal from the Plan, a participant receives a cash
payment for any fractional share credited to the participant's account as
described in the answer to Question 31 below.
28. IN WHOSE NAME ARE CERTIFICATES REGISTERED WHEN ISSUED TO A
PARTICIPANT?
Accounts under the Plan are maintained in the names in which the
participant's certificates for the Company's shares were registered at the time
of enrollment. Consequently, certificates for whole shares issued upon the
request of participants are similarly registered.
DEPOSIT OF CERTIFICATES
29. HOW MAY CERTIFICATES BE DEPOSITED WITH PLAN SHARES?
A participant may deposit with FCT certificates for shares of Common
Stock registered in the participant's name for credit under the Plan. There is
no charge for this custodial service and by making the deposit, the participant
is relieved of the responsibility for loss, theft or destruction of the
certificates. Because the participant bears the risk of loss in sending
certificates to FCT, certificates should be sent by registered mail, return
receipt requested, and properly insured to the address specified in the answer
to Question 3 above. If certificates are later issued either upon request of
the participant or upon termination of participation, new, differently numbered
certificates will be issued.
WITHDRAWAL FROM THE PLAN
30. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time. If the request
to withdraw is received prior to a dividend record date set by the Company's
Board of Directors for determining stockholders of record entitled to receive a
dividend, the request will be processed as soon as practicable following
receipt of the request by FCT. If the request to withdraw is received by FCT
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on or after a dividend record date, such request to terminate may not
become effective until any dividend paid on the dividend payment date has been
reinvested and the shares of Common Stock purchased are credited to the
participant's account under the Plan. FCT, in its sole discretion, may either
pay such dividend in cash or reinvest it in shares for the participant's
account. If such dividend is reinvested, FCT will sell the shares purchased
and remit the proceeds to the participant, less any brokerage commission, any
service fee and any other costs of sale. All dividends subsequent to such
dividend payment date will be paid by check in the usual manner unless the
stockholder re-enrolls in the Plan. A stockholder who has withdrawn from the
Plan may re-enroll at any time by filing an Enrollment Authorization Form as
described in the answer to Question 7 above.
31. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant who wishes to withdraw from the Plan must notify FCT in
writing at its address set forth in the answer to Question 3 above. If a
participant terminates the participant's entire participation in the Plan,
certificates for the whole shares credited to the participant's account under
the Plan will be issued to the participant unless the participant requests
otherwise as provided below. A cash payment will be made to the participant in
the amount of the current market price of any fractional shares held in the
participant's account at the time of the termination, less any related
brokerage commission, any service fee and any other costs of sale.
Upon withdrawal from the Plan, a participant may request in writing
that FCT sell all or a portion of the shares credited to the participant's
account under the Plan. FCT will arrange for the sale of the shares as
requested as soon as practicable after processing the request for withdrawal.
FCT will remit the proceeds of the sale to the participant after deducting
applicable brokerage commissions, currently $.12 per share (subject to change
without notice), a service charge and any other costs incurred in the sale of
the shares.
32. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS SOME BUT
NOT ALL OF THE COMMON STOCK REGISTERED IN THE PARTICIPANT'S NAME?
Stockholders enrolled in the Plan for dividend reinvestment may elect
to reinvest dividends on only some of the shares of Common Stock registered in
their names. If a participant who has elected this option disposes of any of
the shares of Common Stock registered in the participant's name, FCT will
continue to reinvest dividends on the remainder of these shares up to the
number of shares originally authorized for dividend reinvestment. For example,
if a participant who had authorized dividend reinvestment on 200 of a total of
300 shares of Common Stock registered in the participant's name subsequently
disposes of 50 shares, FCT will continue to reinvest the cash dividends on 200
of the remaining shares. If, instead, the participant had disposed of 150
shares, FCT will continue to reinvest the cash dividends on all of the
remaining 150 shares.
14
<PAGE> 16
OTHER MATTERS
33. MAY SHARES HELD UNDER THE PLAN BE PLEDGED AS COLLATERAL OR
ASSIGNED BY PARTICIPANTS?
Shares credited to a participant's account under the Plan may not be
pledged as collateral or assigned, and any such purported pledge or assignment
is void and of no effect. A participant who wishes to pledge or assign shares
credited to the participant's Plan account must request that certificates for
such shares be issued in the participant's name as provided in the answer to
Question 27 above.
34. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR
DECLARES A STOCK SPLIT?
Shares of Common Stock distributed by the Company as a stock dividend
on shares held in a participant's Plan account, or upon a split of those
shares, are credited to the participant's account. Shares distributed as stock
dividends on any other shares registered in the name of a participant, as well
as stock distributed on account of any split of those shares, are mailed
directly to the participant in the same manner as to stockholders who are not
participating in the Plan.
35. WHAT HAPPENS IF THE COMPANY HAS A RIGHTS OFFERING?
In the case of a Common Stock rights offering, Plan participants will
receive rights based upon whole shares of Common Stock registered in their
names as of the record date for any such rights offered, and whole shares
credited to their accounts under the Plan as of the record date.
36. ARE SHARES PURCHASED UNDER THE PLAN ENTITLED TO PREFERRED
SHARE PURCHASE RIGHTS?
Each share of Common Stock, including each whole share purchased under
the Plan, is entitled to one preferred share purchase right. If at any time
certificates representing preferred share purchase rights are distributed to
holders of Common Stock pursuant to the Company's Rights Agreement between
Allergan, Inc. and Morgan Shareholder Services Trust Company, as Rights Agent,
or any comparable plan that may be adopted in its place, FCT will distribute to
participants such certificates issued with respect to shares of Common Stock
held in the Plan.
15
<PAGE> 17
37. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND FCT UNDER THE
PLAN?
In performing their duties under the Plan, neither the Company nor FCT
will be liable for any act done in good faith, or for any good faith omission
to act, including, without limitation, any claim of liability arising out of
failure to terminate a participant's account upon his death, the prices at
which shares are purchased or sold for the participant's account, the times
when purchases or sales are made, or fluctuations in the market value of the
Common Stock.
38. WHO INTERPRETS AND REGULATES THE PLAN?
The Company reserves the right to interpret and regulate the Plan as
it, in its discretion, deems necessary or desirable in connection with the
operation of the Plan. Any interpretation of the Plan by the Company pursuant
to such authority shall be final and binding on all participants.
39. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Notwithstanding any other provision of the Plan, the Company reserves
the right to amend, suspend, modify or terminate the Plan at any time,
including, without limitation during the period between a record date and a
dividend payment date. Notice of any such suspension, termination or material
amendment or modification will be sent to all participants. Upon termination
of the Plan, any uninvested voluntary cash payments will be returned,
certificates for whole shares credited to participants' accounts under the Plan
will be issued and distributed to participants, and cash payments will be made
to participants for any fractional shares credited to participants' accounts
less any brokerage commission and any other costs of sale. Such cash payments
will be based on the closing price of the Common Stock as reported in The Wall
Street Journal New York Stock Exchange Composite Transactions for such date as
is set forth in the notice of termination.
USE OF PROCEEDS
As of the date of this Prospectus, the Company cannot predict the
number of shares that will be sold by the Company under the Plan or the prices
thereof. The Company intends to use any proceeds received from sales of Common
Stock under the Plan for general corporate purposes. As of the date of this
Prospectus, the Company is unable to estimate the amount of proceeds that will
be devoted to any specific purpose.
LEGAL OPINIONS
Susan J. Glass, Assistant General Counsel and Assistant Secretary of
the Company has rendered an opinion to the Company stating that under
applicable state law the shares of the Company's Common Stock to which
16
<PAGE> 18
this Prospectus relates will be, when issued or transferred, validly issued,
fully paid and nonassessable.
EXPERTS
The consolidated financial statements as of December 31, 1993 and 1992
and for the two years then ended have been incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1993 in reliance on the reports of KPMG Peat Marwick, independent certified
public accountants, incorporated by reference herein, and upon on the
authority of said firm as experts in accounting and auditing.
The consolidated financial statements for the year ended December 31,
1991 have been incorporated in this Prospectus by reference to the Annual
Report on Form 10-K for the year ended December 31, 1993 in reliance on the
reports of Coopers & Lybrand L.L.P., independent certified public accountants,
incorporated by reference herein, and upon on the authority of said firm as
experts in accounting and auditing.
17
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering to be borne by
the Company are:
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . $ 1,698.28
Printing and Engraving Fees . . . . . . . . . . . . . . . . . 3,500.00
Fees of Transfer Agent and Registrar . . . . . . . . . . . . 5,000.00
Stock Exchange Listing Fees . . . . . . . . . . . . . . . . . 2,200.00
Legal fees and expenses . . . . . . . . . . . . . . . . . . . 17,601.72
-----------
Total . . . . . . . . . . . . . . . . . . . . . . . . $ 30,000.00
===========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation requires that
directors and officers be indemnified to the maximum extent permitted by
Delaware law.
The General Corporation Law of the State of Delaware (the "Delaware
GCL") provides in general that a director or officer of a corporation (i) shall
be indemnified by the corporation for all expenses of litigation or other legal
proceedings when he is successful on the merits, (ii) may be indemnified by the
corporation for the expenses, judgments, fines and amounts paid in settlement
of such litigation (other than a derivative suit) even if he is not successful
on the merits if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation (and, in the
case of a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful), and (iii) may be indemnified by the corporation for expenses of
a derivative suit (a suit by a stockholder alleging a breach by a director or
officer of a duty owed to the corporation), even if he is not successful on the
merits, if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, provided that no
such indemnification may be made in accordance with this clause (iii) if the
director or officer is adjudged liable to the corporation, unless a court
determines that, despite such adjudication but in view of all of the
circumstances, he is entitled to indemnification of such expenses. The
indemnification described in clauses (ii) and (iii) above shall be made only
upon order by a court or a determination by (a) a majority of a quorum of
disinterested directors, (b) under certain circumstances, independent legal
counsel or (c) the stockholders, that indemnification is proper because the
applicable standard of conduct is met. Expenses incurred by a director or
officer in defending an action may be advanced by the corporation prior to the
final disposition of such action upon receipt of an undertaking by such
director or officer to repay such expenses if it is ultimately determined that
he is not entitled to be indemnified in connection with the proceeding to which
the expenses related.
The Company's Restated Certificate of Incorporation includes a
provision eliminating, to the fullest extent permitted by Delaware law,
director liability for monetary damages for breaches of fiduciary duty.
In order to provide indemnification beyond the specific provisions of
the Delaware GCL and the Company's Restated Certificate of Incorporation, the
Company has entered into Indemnity Agreements with each of its directors and
executive officers. Absent the Indemnity Agreements, the indemnification that
might be available to directors and officers could be changed by amendments to
the Company's Restated Certificate of Incorporation. The Indemnity Agreements
require that the Company indemnify directors and executive officers who are
parties thereto except to the extent such indemnification is prohibited by
applicable law and except with respect to claims where the director or officer
(i) received any personal profit or advantage to which he is not legally
entitled, (ii) is required to account for profits in fact made from the
purchase or sale of securities of the Company under Section 16(b) of the
Securities Act of 1934, or (iii) committed certain acts of dishonesty.
II-1
<PAGE> 20
The Company may seek directors and officers liability insurance
against the cost of defense, settlement or payment of a judgment under certain
circumstances.
ITEM 16. EXHIBITS.
3(i) Restated Certificate of Incorporation of the Company
(incorporated herein by reference)
3(ii) Bylaws of the Company (incorporated herein by reference)
5 Opinion of Susan J. Glass, Assistant General Counsel and
Assistant Secretary
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Susan J. Glass, Assistant General Counsel and
Assistant Secretary (included in Exhibit 5)
24 Power of Attorney of the Company (contained on Page II-3)
99.1 Form of Authorization Card
99.2 Restricted Stock Participation Letter
ITEM 17. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to 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; and
(iii) To include any material information with respect
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 (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company 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 the purpose 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.
(b) The undersigned Company hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or 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.
II-2
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on July 26, 1994.
ALLERGAN, INC.
By: WILLIAM C. SHEPHERD /s/
---------------------------
William C. Shepherd
President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Edgar J. Cummins, Francis R. Tunney, Jr. and Susan J. Glass, his or her true
and lawful attorneys-in-fact and agents, each acting alone, with full powers 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) 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, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, 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, each acting alone, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
WILLIAM C. SHEPHERD /s/ President and Chief Executive Officer July 26, 1994
--------------------------------------
William C. Shepherd
EDGAR J. CUMMINS /s/ Corporate Vice President and Chief July 26, 1994
-------------------------------------- Financial Officer
Edgar J. Cummins
HERBERT W. BOYER /s/ Director July 26, 1994
--------------------------------------
Herbert W. Boyer
TAMARA J. ERICKSON /s/ Director July 26, 1994
--------------------------------------
Tamara J. Erickson
HANDEL E. EVANS /s/ Director July 26, 1994
--------------------------------------
Handel E. Evans
Director July _____, 1994
--------------------------------------
William R. Grant
</TABLE>
II-3
<PAGE> 22
<TABLE>
<S> <C> <C>
HOWARD E. GREENE, JR. /s/ Director July 26, 1994
------------------------------
Howard E. Greene, Jr.
RICHARD M. HAUGEN /s/ Director July 26, 1994
------------------------------
Richard M. Haugen
GAVIN S. HERBERT /s/ Chairman of the Board July 26, 1994
------------------------------
Gavin S. Herbert
KENNETH N. KERMES /s/ Director July 26, 1994
------------------------------
Kenneth N. Kermes
LESLIE G. McCRAW /s/ Director July 26, 1994
-------------------------------
Leslie G. McCraw
LOUIS T. ROSSO /s/ Director July 26, 1994
-------------------------------
Louis T. Rosso
Director July ___, 1994
-------------------------------
Leonard D. Schaeffer
HENRY WENDT /s/ Director July 26, 1994
-------------------------------
Henry Wendt
</TABLE>
II-4
<PAGE> 23
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
EXHIBITS
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
ALLERGAN, INC.
_________________________
EXHIBITS
3(I), 3(II), 5, 23.1, 23.2, 23.3, 24, 99.1, 99.2
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- - ------ ----------- --------------
<S> <C> <C>
3(i) Restated Certificate of Incorporation of the Company . . . . . . . . *
3(ii) Bylaws of the Company . . . . . . . . . . . . . . . . . . . . . . . . *
5 Opinion of Susan J. Glass, Assistant General Counsel and Assistant
Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
23.1 Consent of KPMG Peat Marwick . . . . . . . . . . . . . . . . . . . . 26
23.2 Consent of Coopers & Lybrand L.L.P. . . . . . . . . . . . . . . . . . 27
23.3 Consent of Susan J. Glass, Assistant General Counsel and Assistant
Secretary (included in Exhibit 5) . . . . . . . . . . . . . . . . . . 24
24 Power of Attorney of the Company (contained on Page II-3) . . . . . . 20
99.1 Form of Authorization Card . . . . . . . . . . . . . . . . . . . . . 28
99.2 Restricted Stock Participation Letter . . . . . . . . . . . . . . . . 30
</TABLE>
*Documents incorporated herein by reference.
<PAGE> 1
EXHIBIT 5
ALLERGAN, INC.
2525 DUPONT DRIVE
P.O. BOX 19534
IRVINE, CALIFORNIA 92713-9534
(714) 752-4500
August 4, 1994
Allergan, Inc.
2525 Dupont Drive
Irvine, California 92715-1599
Re: Form S-3 Registration Statement
Ladies and Gentlemen:
I am the Assistant General Counsel and Assistant Secretary of
Allergan, Inc. (the "Company"), and in such capacity have participated in the
preparation of a Registration Statement on Form S-3 (the "Registration
Statement") to be filed with the Securities and Exchange Commission to register
an aggregate of 200,000 shares of common stock, $0.01 par value (the "Common
Stock") of the Company. Such shares are issuable as needed pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan (the "DRP").
In rendering this opinion, I have made such inquiries and
examined, among other things, originals or copies, certified or otherwise
identified to my satisfaction, of such records, agreements, certificates,
instruments and other documents as I have considered necessary or appropriate
for purposes of this opinion. With respect to certain factual matters, I have
relied upon an officer's certificate. For the purposes of my examination, I
have assumed the genuineness of all signatures on original documents and the
conformity to original documents of all copies submitted to me.
On the basis of and relying upon the foregoing examination and
assumptions, I am of the opinion that the shares of Common Stock issuable by
the Company pursuant to the DRP, when issued in accordance with the
Registration Statement and the Plan, will be validly issued, fully paid and
nonassessable.
<PAGE> 2
Allergan, Inc.
August 4, 1994
Page 2
I am admitted to practice law in the State of California;
however, I am generally familiar with the Delaware General Corporation
Law as presently in effect, and have made such inquiries as I consider
necessary to render the opinions set forth herein relating to Delaware law.
Except with respect to the present general corporation laws of the State of
Delaware, this opinion is limited to the present laws of the United States of
America and the State of California and the present judicial interpretations
thereof. No opinion is expressed by me as to the effect of the laws of any
other jurisdiction or as to matters of conflict or choice of law. I undertake
no obligation to advise you as a result of developments occurring after the
date hereof or as a result of facts or circumstances brought to my attention
after the date hereof.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
Susan J. Glass
Assistant General Counsel and
Assistant Secretary
SJG:ddw
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Allergan, Inc.:
We consent to the use of our reports incorporated herein by reference and to
the reference of our firm under the heading "Experts" in the prospectus. Our
report refers to a change in the Company's method of accounting for income
taxes and postretirement benefits other than pensions in 1992 to adopt the
provisions of SFAS No. 109, "Accounting for Income Taxes," and SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other than Pensions."
KPMG PEAT MARWICK /S/
Orange County, California
August 10, 1994
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 24, 1992 on our audit of the
consolidated financial statements and financial statement schedules of
Allergan, Inc. for the year ended December 31, 1991, which report is included
in the Company's Form 10-K for the year ended December 31, 1993. We also
consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P. /S/
Newport Beach, California
August 10, 1994
<PAGE> 1
EXHIBIT 99.1
ALLERGAN, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
<TABLE>
<S> <C>
Enrollment Form I hereby appoint First Chicago
Trust Company of New York as my agent
______________________________ under the terms and conditions of the
Dividend Reinvestment and Stock Purchase
THIS IS NOT A PROXY Plan as described in the Prospectus
of the Plan which accompanied this form
Return this form only if you to receive and apply to the purchase
wish to join the Plan. of shares without charge as provided in
the Plan the following:
1. FULL DIVIDEND REINVESTMENT --
Reinvest any dividends that may become
payable to me on all Allergan, Inc.
Common Stock now or hereafter registered
in my name and any voluntary cash
payments I may choose to send.
2. PARTIAL DIVIDEND REINVESTMENT --
Reinvest any dividends that may become
payable to me on the following shares of
my Allergan, Inc. Common Stock and any
voluntary cash payments I may choose to
send.
----------
Shs.
----------
3. VOLUNTARY CASH PAYMENTS ONLY --
Invest the attached cash payment and any
future voluntary cash payments I may
choose to send.
I understand that I may change or
revoke this authorization at any time by
notifying First Chicago, in writing, of
my desire to change or terminate my
participation.
Date: _________________________________
IMPORTANT -- READ INSTRUCTIONS Stockholder: __________________________
ON REVERSE BEFORE COMPLETING
AND SIGNING. Stockholder: __________________________
All joint owners must sign.
</TABLE>
<PAGE> 2
INSTRUCTIONS
1. Please check only one of the above three boxes (No. 1 or
No. 2 or No. 3). If you do not check any box, then
Box No. 1 - FULL DIVIDEND REINVESTMENT will be assumed.
2. If you checked Box No. 2, and:
- If you wish to reinvest cash dividends on all of
the shares now registered in your name but not on any
additional shares that may be registered in your name
in the future, write the total number of shares now
registered in your name in the space provided.
- If you wish to reinvest cash dividends on less than
all of the shares now registered in your name and to
receive a check for cash dividends on the remaining
shares, write the number of shares on which you do
wish dividends reinvested in the space provided.
3. Under each of the three options, regardless of the one
you select, dividends received on shares accumulated
and held under the Plan will be reinvested.
4. Be sure to complete, date and sign the form and
return it in the envelope provided or mail it to
First Chicago Trust Company of New York, P.O. Box
2598, Jersey City, N.J. 07303-2596. Please make
checks or money orders payable to "First Chicago
Trust Company of New York".
<PAGE> 1
EXHIBIT 99.2
ALLERGAN, INC.
2525 DUPONT DRIVE
P.O. BOX 19534-9534
IRVINE, CALIFORNIA 92715-1599
(714) 752-4500
September 15, 1994
Dear Participant:
The enclosed Prospectus describes a program recently approved by the Board of
Directors enabling holders of Allergan Common Stock to automatically reinvest
their dividends in Allergan stock. As an Incentive Plan participant with
restricted stock, you are eligible to participate in this program.
Please note, however, that if you choose to reinvest the dividends paid on your
restricted shares, you may only select full dividend reinvestment. You may NOT
select partial dividend reinvestment for your restricted shares.
We hope you will read the enclosed Prospectus and consider participation.
Sincerely,
P. James Lofstrom
Vice President
Compensation, Benefits, & Systems
