-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GH1ky2CoWRcdWfCiCTseQB62446mbnGj7q+BrLz8sZmWHY/G5ECcbi5GMjTelu+F 2RSJ3/uq5vuXwDAiFmoPCA== 0000005187-98-000012.txt : 19981014 0000005187-98-000012.hdr.sgml : 19981014 ACCESSION NUMBER: 0000005187-98-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981013 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981013 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOME PRODUCTS CORP CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01225 FILM NUMBER: 98724373 BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9736605835 MAIL ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported): October 13, 1998 AMERICAN HOME PRODUCTS CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-1225 13-2526821 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) Five Giralda Farms, Madison, New Jersey 07940 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 973-660-5000 Item 5. Other Events. On October 13, 1998, American Home Products Corporation ("AHP") and Monsanto Company ("Monsanto") announced that by mutual consent they have terminated the Agreement and Plan of Merger among AHP, MA Sub, Inc., a wholly owned subsidiary of AHP ("Merger Sub"), and Monsanto, dated as of May 31, 1998 (the "Merger Agreement"). The Board of Directors of each of the two companies has determined that the transaction is not in the best interest of their respective stockholders. Item 7. Financial Statements and Exhibits (c) Exhibits (99) Press Release, dated October 13, 1998, announcing the termination of the Merger Agreement between AHP, Merger Sub and Monsanto. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN HOME PRODUCTS CORPORATION By: /s/ Paul J. Jones Vice President and Comptroller (Duly Authorized Signatory and Chief Accounting Officer) Dated: October 13, 1998 EXHIBIT INDEX (99) Press Release, dated October 13, 1998, announcing the termination of the Merger Agreement between AHP, Merger Sub and Monsanto. EX-99 2 MADISON, NJ - October 13, 1998 -- American Home Products Corporation (NYSE: AHP) and Monsanto Company (NYSE: MTC) announced today that they have terminated their merger agreement by mutual consent. The Board of Directors of each of the two companies has determined that the transaction is not in the best interest of their respective stockholders. AHP is one of the world's largest research-based pharmaceutical and health care products companies. It is a leader in the discovery, development, manufacturing and marketing of prescription drugs and over-the-counter medications. It is also a global leader in vaccines, biotechnology, agricultural products and animal health care. ##### -----END PRIVACY-ENHANCED MESSAGE-----