-----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, Aq1BajLCvQWAAOLhD5lVXiNAKQWDfHK53scFOSIIZm6d+YlFVzFilKORCvAncjLR A20jCmoPDqp0zQnnIcfBbA== 0000005187-01-500003.txt : 20010427 0000005187-01-500003.hdr.sgml : 20010427 ACCESSION NUMBER: 0000005187-01-500003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010425 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010426 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: 1611790 BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9736605000 MAIL ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 8-K 1 s-8.txt ITEMS 5 AND 7 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 April 25, 2001 1-1225 - ------------------------------------------ -------------------------- Date of Report (Date of Earliest Event (Commission File Number) Reported) AMERICAN HOME PRODUCTS CORPORATION --------------------------------------------------------------- (Exact name of the registrant as specified in its charter) Delaware 13-2526821 - ------------------------------------------ ------------------------ (State of incorporation or organization) (IRS Employer Identification No.) Five Giralda Farms, Madison, NJ 07940 - ------------------------------------------ ------------------------ (Address of principal executive offices) (Zip Code) (973) 660-5000 ------------------------------------------------------------------ (Registrant's Telephone Number, Including Area Code) ITEM 5. OTHER EVENTS. On April 25, 2001, American Home Products Corporation issued a press release, which is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS (c) Exhibits. 99.1 Press Release dated April 25, 2001 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, American Home Products Corporation 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 Paul J. Jones Vice President & Comptroller Date: April 26, 2001 EXHIBIT INDEX Exhibit Number - -------------- 99.1 Press Release dated April 25, 2001 EX-99.1 2 release.txt PRESS RELEASE For Immediate Release Investor Relations Contact: Media Contact: Justin R. Victoria Lowell B. Weiner (973) 660-5340 (973) 660-5013 American Home Products Corporation Reports Strong Net Revenue And Earnings For The 2001 First Quarter Significant Financial Highlights: * Income from continuing operations increased 16% * Diluted earnings per share from continuing operations up 15% * Worldwide human pharmaceutical net revenue rose 12% * Successfully completed $3.0 billion bond offering Management Change: * Effective May 1, 2001 Robert Essner will become President and CEO, replacing John R. Stafford, who will remain as Chairman Madison, New Jersey, April 25, 2001 -- American Home Products Corporation (the Company) (NYSE: AHP) today reported net revenue and earnings results for the 2001 first quarter. Worldwide net revenue increased 8% in the 2001 first quarter. Excluding the negative impact of foreign exchange, worldwide net revenue increased 11% for the 2001 first quarter. Income and diluted earnings per share from continuing operations for the 2001 first quarter increased to $733.6 million and $0.55 compared to $634.9 million and $0.48 in the prior year (excluding the Warner-Lambert Company termination fee), increases of 16% and 15%, respectively. Exclusive of the Warner-Lambert Company termination fee, the increases in income and diluted earnings per share from continuing operations for the 2001 first quarter were due to additional worldwide sales of human pharmaceuticals and lower interest expense offset, in part, by higher selling, general and administrative expenses, and research and development expenses. "The first quarter of 2001 was marked by the Company's continued focus on becoming a world leader in research-based pharmaceuticals as is evidenced by our 10% increase in research and development expenditures," said Chairman and CEO John R. Stafford. "It also marks the beginning of a new era, as Bob Essner has been named CEO, effective May 1, 2001. Bob will provide excellent leadership as we fulfill our growth strategy through drug development, marketing and key collaborative efforts as a first-tier pharmaceutical company." Segment Information The following table sets forth worldwide net revenue by operating segment together with the percentage changes from the comparable period in the prior year:
Three Months ended 3/31/01 Operating Segment ($ in 000's)(2) Inc (Dec) Human Pharmaceuticals (1) $2,716,973 12% Animal Health Products 162,325 (4)% ------- --- Pharmaceuticals 2,879,298 11% Consumer Health Care 569,878 (4)% ------- --- Total (2) $3,449,176 8% ========== ===
(1) Effective January 1, 2000, the financial results of Immunex Corporation (Immunex), which previously were consolidated in the results of the Company, were deconsolidated and included in the financial results of the Company on an equity basis. As a result, alliance revenue relating to co-promotion agreements between the Company and Immunex is included in human pharmaceutical net revenue for both 2001 and 2000. The 2000 first quarter net revenue was restated to reflect the deconsolidation. (2) The Company early adopted new authoritative accounting guidance as of January 1, 2001 reflecting certain rebates and sales incentives (i.e., coupons and other rebate programs) as reductions of revenues instead of selling and marketing expenses. Financial information for all prior periods presented has been reclassified to comply with the income statement classification requirements of the new guidance. These reclassifications had no effect on total net revenue growth between the periods presented. Pharmaceuticals Worldwide pharmaceutical net revenue increased 11% for the 2001 first quarter. Excluding the negative impact of foreign exchange, worldwide pharmaceutical net revenue increased 14% for the 2001 first quarter. Worldwide human pharmaceutical net revenue increased 12% due primarily to higher sales of Prevnar (introduced in the 2000 first quarter), Protonix (introduced in the 2000 second quarter), Premarin products and Effexor XR (as a result of higher volume and additional market share of new prescriptions) offset, in part, by lower sales of Meningitec, oral contraceptives and Ziac (due to generic competition). Excluding the negative impact of foreign exchange, worldwide human pharmaceutical net revenue increased 15% for the 2001 first quarter. Meningitec, the Company's meningococcal meningitis vaccine, was launched in the United Kingdom in the fourth quarter of 1999 as the first vaccine for this disease. The Company successfully obtained a majority of the meningococcal meningitis vaccine market, with a significant volume of sales occurring in the 2000 first quarter, and by the end of 2000 most children and adolescents in the United Kingdom had been vaccinated. The product is currently being launched in other European countries. Consumer Health Care Worldwide consumer health care net revenue decreased 4% for the 2001 first quarter due primarily to lower sales of the Centrum product line and Advil offset, in part, by higher sales of Chap Stick. Excluding the negative impact of foreign exchange, worldwide consumer health care net revenue decreased 2% for the 2001 first quarter. The statements in this press release that are not historical facts are forward-looking statements that involve risks and uncertainties, including the risks and uncertainties of a research-based pharmaceutical and consumer health care company, detailed from time to time in the Company's periodic reports, including quarterly reports on Form 10-Q and Annual Reports on Form 10-K, filed with the Securities and Exchange Commission. Actual results may differ from forward-looking statements. The Company will hold a conference call with research analysts at 8:00 a.m. Eastern Time today. Interested investors and others may listen to the call live or on a delayed basis through the internet webcast which may be accessed by visiting the Company's website at www.ahp.com and clicking on the "Investor Relations" icon. Also, for further information regarding recent announcements and additional product information, please refer to the Company's website. The comparative results of operations are as follows: (In thousands except per share amounts)
Three Months Ended 3/31/01(1) 3/31/00(1) --------- --------- Net Revenue $3,449,176 $3,195,852 Cost of Goods Sold 798,603 781,992 Selling, General and Administrative Expenses 1,285,468 1,164,204 Research and Development Expenses 450,989 408,218 Interest Expense, Net 3,939 50,884 Other Income, Net (70,811) (66,400) Termination Fee - (1,709,380) -------- ---------- Income from Continuing Operations Before Federal and Foreign Taxes 980,988 2,566,334 Provision For Federal and Foreign Taxes 247,434 820,325 ------- ------- Income from Continuing Operations (2) 733,554 1,746,009 ======= ========= Discontinued Operations (3): Income from Operations of Discontinued Agricultural Products Business (net of federal and foreign taxes of $57,289) - 103,346 Loss on Disposal of Agricultural Products Business (including federal and foreign tax charges of $855,248) - (1,572,993) -------- ---------- Loss from Discontinued Operations - (1,469,647) -------- ---------- Net Income 733,554 $276,362 ======= ======== Basic Earnings Per Share from Continuing Operations $0.56 $1.34 Basic Loss Per Share from Discontinued Operations - (1.13) ----- ------ Basic Earnings Per Share $0.56 $0.21 ===== ===== Average Number of Common Shares Outstanding During Each Period - Basic (4) 1,313,855 1,305,213 Diluted Earnings Per Share from Continuing Operations $0.55 $1.32 Diluted Loss Per Share from Discontinued Operations - (1.11) ------ ------ Diluted Earnings Per Share $0.55 $0.21 ===== ===== Average Number of Common Shares Outstanding During Each Period - Diluted (4) 1,328,055 1,319,672
(1) Effective January 1, 2000, the financial results of Immunex, which previously were consolidated in the results of the Company, were deconsolidated and included on an equity basis in the results of operations of the Company. As a result, alliance revenue was recorded in net revenue in 2001 and 2000 for co-promotion agreements between the Company and Immunex. The 2000 first quarter results of operations were restated to reflect the deconsolidation of Immunex, which had no effect on income from continuing operations. The Company early adopted new authoritative accounting guidance as of January 1, 2001 reflecting certain rebates and sales incentives (i.e., coupons and other rebate programs) as reductions of revenues instead of selling and marketing expenses. Financial information for all prior periods presented has been reclassified to comply with the income statement classification requirements of the new guidance. These reclassifications had no effect on total net revenue growth between the periods presented. (2) Income and diluted earnings per share from continuing operations for the 2001 first quarter were $733,554 and $0.55 per share-diluted, respectively. The 2000 first quarter results included income and diluted earnings per share from continuing operations of $1,111,097 and $0.84, respectively, resulting from the receipt of a $1,800,000 termination fee provided for under the merger agreement with Warner-Lambert Company, offset, in part, by certain related expenses. Excluding the termination fee, income and diluted earnings per share from continuing operations for the 2000 first quarter were $634,912 and $0.48, respectively. Excluding the termination fee, income and diluted earnings per share from continuing operations for the 2001 first quarter increased 16% and 15%, respectively, compared to the 2000 first quarter results. (3) On March 20, 2000, the Company entered into a definitive agreement to sell the Cyanamid Agricultural Products business to BASF Aktiengesellschaft (BASF), which was completed on June 30, 2000, for $3,800,000 in cash and BASF assuming certain debt. The Cyanamid Agricultural Products business has been accounted for as a discontinued operation since the 2000 first quarter. As a result, the Company recorded an after-tax loss on the sale of this business of $1,572,993 or $1.19 per share-diluted, which included the after-tax operating income of the Cyanamid Agricultural Products business from April 1, 2000 through June 30, 2000 (the disposal date). The loss on the sale was due primarily to a difference in the basis of the net assets being sold for financial reporting purposes compared to the Company's basis in such net assets for tax purposes. This difference relates, for the most part, to goodwill that is not recognized for tax purposes. As a result, the transaction generated a taxable gain requiring the recording of a tax provision, in addition to a book loss related to a write-off of net assets in excess of the selling price. (4) The average number of common shares outstanding for diluted earnings per share is higher than for basic earnings per share due to the assumed conversion of outstanding stock options into common share equivalents using the treasury stock method. ###### -----END PRIVACY-ENHANCED MESSAGE-----