-----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, QNS4DDYQtZ0ouudgsVufmW3g5FbhMX0XxiXjnlE83OnslBXXLDSp/+W5lmKxGX7j VSqmqie+R5gKTe58igIQsw== 0000005187-96-000006.txt : 19960515 0000005187-96-000006.hdr.sgml : 19960515 ACCESSION NUMBER: 0000005187-96-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01225 FILM NUMBER: 96564117 BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 201-660-5000 10-Q 1 ===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 1996 Commission File Number 1-1225 AMERICAN HOME PRODUCTS CORPORATION ---------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-2526821 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Five Giralda Farms, Madison, N.J. 07940 --------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (201) 660-5000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ The number of shares of Common Stock outstanding as of the close of business on April 30, 1996: Number of Class Shares Outstanding -------------------------------- ------------------ Common Stock, $.33-1/3 par value 632,689,958 * * Reflects two-for-one stock split ====================================================================== AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES INDEX Page No. -------- Part I - Financial Information 2 Item 1. Financial Statements: Consolidated Condensed Balance Sheets - March 31, 1996 and December 31, 1995 3 Consolidated Condensed Statements of Income - Three Months Ended March 31, 1996 and 1995 4 Consolidated Condensed Statements of Retained Earnings and Additional Paid-in Capital - Three Months Ended March 31, 1996 and 1995 5 Consolidated Condensed Statements of Cash Flows - Three Months Ended March 31, 1996 and 1995 6 Notes to Consolidated Condensed Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-13 Part II - Other Information 14 Item 1. Legal Proceedings 14 Item 6. Exhibits and Reports on Form 8-K 14-15 Signature 16 Exhibit Index Ex-1 -1- Part I - Financial Information ------------------------------ AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES The consolidated condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the financial statements include all adjustments necessary to present fairly the financial position of the Company as of March 31, 1996 and December 31, 1995, the results of its operations, its cash flows and the changes in retained earnings and additional paid-in capital for the three months ended March 31, 1996 and 1995. It is suggested that these financial statements and management's discussion and analysis of financial condition and results of operations be read in conjunction with the financial statements and the notes thereto included in the Company's latest Annual Report on Form 10-K. -2- AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In Thousands Except Per Share Amounts) March 31 Dec. 31 1996 1995 ----------- ----------- ASSETS Cash and cash equivalents................... $ 1,743,003 $ 1,802,397 Marketable securities....................... 219,137 217,672 Accounts receivable less allowances......... 3,041,147 2,613,439 Inventories: Finished goods......................... 939,372 1,142,174 Work in progress....................... 617,738 567,437 Materials and supplies............. 748,982 592,342 ----------- ----------- 2,306,092 2,301,953 Other current assets........................ 1,202,512 1,050,676 ----------- ----------- Total Current Assets................... 8,511,891 7,986,137 Property, plant and equipment............... 6,183,053 6,045,746 Less accumulated depreciation.......... 2,167,406 2,085,411 ----------- ----------- 4,015,647 3,960,335 Goodwill and other intangibles, net of accumulated amortization............... 8,483,220 8,649,985 Other assets................................ 725,145 766,466 ----------- ----------- $21,735,903 $21,362,923 =========== =========== LIABILITIES Loans payable to banks...................... $ 77,979 $ 72,217 Trade accounts payable...................... 954,890 980,114 Accrued expenses............................ 3,073,348 3,150,758 Accrued federal and foreign taxes........... 488,237 353,159 ----------- ----------- Total Current Liabilities.............. 4,594,454 4,556,248 Long-term debt.............................. 7,751,941 7,808,757 Accrued postretirement benefit obligation............................. 731,349 732,063 Other noncurrent liabilities................ 2,443,613 2,415,620 Minority interests.......................... 315,916 307,237 STOCKHOLDERS' EQUITY $2 convertible preferred stock, par value $2.50 per share.............. 84 85 Common stock, par value $.33-1/3 per share.. 105,258 104,567 Additional paid-in capital.................. 1,645,256 1,515,154 Retained earnings........................... 4,218,138 3,980,665 Currency translation adjustments............ (70,106) (57,473) ----------- ----------- Total Stockholders' Equity............. 5,898,630 5,542,998 ----------- ----------- $21,735,903 $21,362,923 =========== =========== The accompanying notes are an integral part of these balance sheets. -3- AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (In Thousands Except Per Share Amounts) Three Months Ended March 31, 1996 1995 ---------- ---------- Net sales............................... $3,646,814 $3,491,029 ---------- ---------- Cost of goods sold...................... 1,205,954 1,245,028 Selling, general and administrative expenses.............................. 1,329,247 1,245,286 Research and development expenses....... 338,312 320,188 Interest expense, net................... 118,573 141,072 Other income, net....................... (26,201) (27,344) Gain on sale of oral health care business - (959,845) ---------- ---------- Income before federal and foreign taxes. 680,929 1,526,644 Provision for taxes..................... 191,566 504,024 ---------- ---------- Net income.............................. $ 489,363 $1,022,620 ========== ========== Net income per share of common stock.... $ .78 $ 1.67 ========== ========== Dividends per share of common stock..... $ .385 $ 0.375 ========== ========== Average number of common shares and common share equivalents of preferred stock outstanding during the period used in the computation of net income per share............................. 630,374 613,628 The accompanying notes are an integral part of these statements. -4- AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF RETAINED EARNINGS AND ADDITIONAL PAID-IN CAPITAL (In Thousands) Three Months Ended March 31, RETAINED EARNINGS 1996 1995 ---------- ---------- Balance, beginning of period $3,980,665 $3,226,100 Add: Net income 489,363 1,022,620 ---------- ---------- 4,470,028 4,248,720 ---------- ---------- Less: Cash dividends declared 242,565 229,829 Cost of treasury stock acquired, less amounts charged to capital 5,301 1,200 ---------- ---------- 247,866 231,029 ---------- ---------- Change in unrealized gain (loss) on marketable securities (4,024) 5,223 ---------- ---------- Balance, end of period $4,218,138 $4,022,914 ========== ========== ADDITIONAL PAID-IN CAPITAL Balance, beginning of period $1,515,154 $1,020,658 Add: Excess over par value of common stock issued 130,733 75,645 Less: Cost of treasury stock acquired, less amounts charged to retained earnings 631 148 ---------- ---------- Balance, end of period $1,645,256 $1,096,155 ========== ========== The accompanying notes are an integral part of these statements. -5- AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In Thousands) Three Months Ended March 31, 1996 1995 ---------- ---------- Operating Activities - -------------------- Net income................................... $ 489,363 $1,022,620 Adjustments to reconcile net income to net cash provided from operating activities: Gains on sales of businesses............... (22,144) (959,845) Depreciation and amortization.............. 166,139 169,588 Deferred income taxes...................... (40,810) (27,202) Changes in working capital, net............ (371,013) (480,634) Other items, net........................... 8,511 276,995 ---------- ---------- Net cash provided from operating activities.. 230,046 1,522 ---------- ---------- Investing Activities - -------------------- Purchases of property, plant and equipment... (171,710) (163,049) Proceeds from sales of businesses............ 52,969 1,033,559 Proceeds from (purchases of) marketable securities, net............................. (5,485) 2,968 Proceeds from sales of other assets.......... 10,879 58,200 ---------- ---------- Net cash provided from/(used for) investing activities................................. (113,347) 931,678 ---------- ---------- Financing Activities - -------------------- Net repayments of debt....................... (51,054) (1,371,090) Dividends paid............................... (242,565) (229,829) Purchases of treasury stock.................. (5,953) (1,356) Exercise of stock options.................... 124,261 69,480 Other items, net............................. - (58,502) ---------- ---------- Net cash used for financing activities....... (175,311) (1,591,297) ---------- ---------- Effects of exchange rates on cash balances... (782) 8,765 ---------- ---------- Decrease in cash and cash equivalents........ (59,394) (649,332) Cash and cash equivalents, beginning of period.................................. 1,802,397 1,696,204 ---------- ---------- Cash and cash equivalents, end of period..... $1,743,003 $1,046,872 ========== ========== The accompanying notes are an integral part of these statements. Supplemental Information - ------------------------ Interest payments $ 168,562 $ 204,548 Income tax payments (refunds), net (56,903) 249,516 -6- AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS Note 1. Capital Stock ------------- At the Company's April 23, 1996 Annual Meeting of Stockholders, the stockholders approved an increase in the number of authorized shares of common stock from 600,000,000 to 1,200,000,000 enabling the Company to complete a two-for-one stock split in the form of a 100% stock dividend which was approved by the Company's Board of Directors in January 1996. The record date for stockholders entitled to receive the additional shares was the close of business on April 24, 1996. The par value of the common stock was maintained at the pre-split amount of $.33 1/3 per share. All references to common shares outstanding and per share amounts in these consolidated condensed financial statements have been adjusted to reflect the two-for-one stock split. Note 2. Contingencies ------------- The Company is involved in various legal proceedings, including product liability and environmental matters of a nature considered normal to its business. It is the Company's policy to accrue for amounts related to these legal matters if it is probable that a liability has been incurred and an amount is reasonably estimable. In the opinion of the Company, although the outcome of any legal proceedings cannot be predicted with certainty, the ultimate liability of the Company in connection with these proceedings will not have a material adverse effect on the Company's financial position but could be material to the results of operations in any one accounting period. Note 3. Reclassifications ----------------- Certain reclassifications have been made to the 1995 consolidated condensed financial statements to conform with the 1996 presentation. -7- Management's Discussion and Analysis of Financial Condition and Results of Operations Three Months Ended March 31, 1996 Results of Operations - --------------------- Net sales for the 1996 first quarter increased 4% compared to the 1995 first quarter on an as-reported basis. The as-reported results reflect higher sales of worldwide medical devices, agricultural products and domestic food products. After adjusting for the effects of businesses disposed of, discontinued and acquired in 1996 and 1995, assuming all transactions occurred as of January 1, 1995, net sales increased 6% for the 1996 first quarter on a pro forma basis. The pro forma results reflect higher sales of worldwide pharmaceuticals, agricultural products, consumer health care and domestic food products. The following table sets forth net sales results by major product category and industry segment together with the percentage changes in "As-Reported" and "Pro Forma" net sales from the prior year: Three Months ($ in Millions) Ended March 31, As-Reported Pro Forma Net Sales to Customers 1996 1995 %Increase %Increase - ---------------------- -------- -------- ---------- --------- Health Care Products Pharmaceuticals $1,962.1 $1,954.2 - 5% Consumer Health Care 475.4 477.6 - 7% Medical Devices 346.1 282.2 23% 2% -------- -------- ---------- --------- Total Health Care 2,783.6 2,714.0 3% 5% -------- -------- ---------- --------- Agricultural Products 635.9 584.9 9% 9% Food Products 227.3 192.1 18% 18% -------- -------- ---------- --------- Consolidated Net Sales $3,646.8 $3,491.0 4% 6% ======== ======== ========== ========= The following sales variation explanations are presented on an as-reported and pro forma basis: U.S. pharmaceutical sales decreased 1% for the 1996 first quarter due to lower sales of veterinary and infant nutritional products as a result of the sale of the medicated feed additives business in 1995 and the discontinuance of the U.S. infant nutritional business in 1996, respectively. After adjusting for the effects of businesses disposed of, discontinued and acquired in 1996 -8- Management's Discussion and Analysis of Financial Condition and Results of Operations Three Months Ended March 31, 1996 and 1995, U.S. pharmaceutical sales increased 2% for the 1996 first quarter due primarily to higher sales of CORDARONE, ORUVAIL, ZIAC and PONDIMIN which were offset partially by lower sales of PREMARIN products, oral contraceptives and LODINE. The increase in U.S. pharmaceutical sales for the 1996 first quarter was composed of unit volume growth of 1% and price increases of 1%. International pharmaceutical sales increased 3% for the 1996 first quarter. After adjusting for the effects of businesses disposed of and acquired in 1995, international pharmaceutical sales increased 8% for the 1996 first quarter due primarily to higher sales of TAZOCIN, EFFEXOR, ATIVAN, infant nutritionals, PREMARIN products and veterinary products. Launches of several pharmaceuticals in additional international markets, in particular EFFEXOR, contributed to the international sales increase. The increase in international pharmaceutical sales for the 1996 first quarter consisted of unit volume growth of 6% and price increases of 2%. U.S. consumer health care sales increased 3% for the 1996 first quarter due primarily to introductory sales of ORUDIS KT and higher sales of CENTRUM which were offset partially by lower sales of ADVIL and ANACIN. The increase in U.S. consumer health care sales for the 1996 first quarter consisted of unit volume growth of 2% and price increases of 1%. International consumer health care sales decreased 8% for the 1996 first quarter due to the sale of the South American oral health care business in January 1995. After adjusting for the effect of this sale in 1995, international consumer health care sales increased 17% for the 1996 first quarter due primarily to higher sales of vitamins, cough/cold products and analgesics in European and Latin American markets. The increase in international consumer health care sales for the 1996 first quarter consisted of unit volume growth of 14% and price increases of 5% which were offset partially by unfavorable foreign exchange of 2%. Worldwide medical device sales increased 23% for the 1996 first quarter due primarily to the Storz ophthalmic products business which was reported as "held for sale" in 1995. When the sales of this continuing business are included in 1995, and after adjusting for the effect of a business disposed of in 1996, worldwide medical device sales -9- Management's Discussion and Analysis of Financial Condition and Results of Operations Three Months Ended March 31, 1996 increased 2% for the 1996 first quarter. The increase in worldwide medical device sales for the 1996 first quarter consisted entirely of unit volume growth. U.S. agricultural products sales increased 8% for the 1996 first quarter due primarily to higher sales of PURSUIT herbicide and COUNTER insecticide which were offset partially by lower sales of other herbicides. Higher sales were due, in part, to greater participation in the Company's pre-season purchase incentive programs. The increase in U.S. agricultural products sales for the 1996 first quarter consisted of unit volume growth of 6% and price increases of 2%. Due to the seasonality of the U.S. agricultural products business, which is concentrated primarily in the first six months of the year, U.S. agricultural products sales and results of operations for the 1996 first quarter may not be indicative of the results to be expected in subsequent fiscal quarters or for the full year. International agricultural products sales increased 10% for the 1996 first quarter due primarily to higher sales of STOMP herbicide (marketed as PROWL in the U.S.), CARAMBA fungicide, FASTAC insecticide and other fungicides. The increase in international agricultural products sales for the 1996 first quarter consisted of unit volume growth of 7%, price increases of 2% and favorable foreign exchange of 1%. Food products sales increased 18% for the 1996 first quarter due principally to higher sales of CHEF BOYARDEE canned pasta, PAM and regional specialty products. The 1996 sales increase was due to increased marketing activity in 1996 and lower 1995 first quarter sales resulting from high levels of customer inventories. The increase in food products sales for the 1996 first quarter consisted entirely of unit volume growth. Cost of goods sold, as a percentage of net sales, decreased to 33.1% in the first quarter of 1996 versus 35.7% in the first quarter of 1995 due primarily to a combination of favorable pharmaceutical and agricultural products sales mix, and cost savings. Cost savings resulted from the restructuring and consolidation of various manufacturing and quality control functions in the pharmaceutical and consumer health care businesses related to the American Cyanamid Company (ACY) -10- Management's Discussion and Analysis of Financial Condition and Results of Operations Three Months Ended March 31, 1996 acquisition and the Company's previously announced Organizational Effectiveness and Supply Chain programs. Selling, general and administrative expenses, as a percentage of net sales, increased to 36.4% in the first quarter of 1996 compared to 35.7% in the first quarter of 1995. ACY acquisition- related synergies were more than offset by increased marketing expenses related to product introductions and disease management programs. Interest expense, net decreased in the 1996 first quarter compared to last year due primarily to the reduction in long-term debt related to the ACY acquisition during 1995. Average long- term debt outstanding during the 1996 and 1995 first quarter was $7,780.3 million and $9,290.3 million, respectively. Income before taxes decreased in the 1996 first quarter compared to the 1995 first quarter due to the pre-tax gain of $959.8 million on the sale of the South American oral health care business in the 1995 first quarter. Excluding this gain from 1995 results, income before taxes increased 20% in the 1996 first quarter. Net income and net income per share for the 1996 first quarter decreased compared to last year due to the after-tax gain of $623.9 million or $1.02 per share on the sale of the South American oral health care business in the 1995 first quarter. Excluding this gain from 1995 results, net income and net income per share for the 1996 first quarter increased 23% and 20%, respectively. The following table sets forth income before taxes by industry segment on an as-reported basis: Three Months ($ in Millions) Ended March 31, Income Before Taxes 1996 1995(1) - ------------------- ------- ------- Health Care Products (2) $ 661.3 $ 584.4 Agricultural Products 146.8 117.9 Food Products 23.0 11.6 Corporate (2) (150.2) (147.1) ------- ------- Consolidated Income Before Taxes (2) $ 680.9 $ 566.8 ======= ======= -11- Management's Discussion and Analysis of Financial Condition and Results of Operations Three Months Ended March 31, 1996 (1) Certain reclassifications have been made to the 1995 presentation to conform with the 1996 presentation including the allocation of ACY goodwill amortization to the appropriate industry segments. (2) 1995 consolidated income before taxes above excludes the gain on the sale of the South American oral health care business of $959.8 identified as follows: Health Care Products - $814.9 and Corporate - $144.9. Competition - ----------- The Company is not dependant on any one patent-protected product or line of products for a substantial portion of its sales or results of operations. However, PREMARIN, the Company's conjugated estrogens product, which has not had patent protection for many years, does contribute significantly to sales and results of operations. PREMARIN is not currently subject to generic competition in the United States. A U.S. Food and Drug Administration (FDA) advisory committee meeting was held in July 1995 to discuss relative differences in safety and efficacy among estrogen products and to advise the FDA on the activity of various estrogenic components in PREMARIN relative to the FDA's review of applications for generic conjugated estrogens. The FDA advisory committee concluded that there is insufficient data to assess whether or not any individual component or combination of components of PREMARIN, other than estrone and equilin, must be present to achieve clinical efficacy and safety. The Company cannot predict the timing or outcome of the FDA's action on currently pending applications for generic conjugated estrogen products. While the introduction of generic competition ordinarily is expected to significantly impact the market for a brand name product, the extent of such impact on PREMARIN and related products cannot be predicted with certainty due to a number of factors, including the nature of the product and the introduction of new combination estrogen and progestin products in the PREMARIN family. Liquidity, Financial Condition and Capital Resources - ---------------------------------------------------- Cash and cash equivalents decreased $59 million in the 1996 first quarter to $1,743 million. Cash flows from operating activities of $230 million, proceeds from the exercise of stock options of $124 million and proceeds from sales of businesses of $53 million were used principally for dividend payments of $243 million, -12- Management's Discussion and Analysis of Financial Condition and Results of Operations Three Months Ended March 31, 1996 capital expenditures of $172 million and long-term debt reduction of $51 million. Due to the seasonality of the U.S. agricultural products business, a significant portion of the annual U.S. agricultural products sales are recorded in the first six months of the year; however, a majority of the related accounts receivable are not collected until the second and third quarters. As a result, cash flows from operating activities in the first quarter of 1996 are not indicative of the results to be expected in subsequent quarters or for the full year. The Company is in the process of exploring the possible sale of its foods business. When the review of offers from all potential buyers is complete, management will make a decision as to whether the foods business should be disposed of or retained. Capital expenditures included the expansion of the Company's research and development facilities and continued strategic investments in manufacturing/distribution/administrative facilities worldwide. -13- Part II - Other Information --------------------------- Item 1. Legal Proceedings ----------------- The Company and its subsidiaries are parties to numerous lawsuits and claims arising out of the conduct of its business, the most significant of which are described in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. In the brand name prescription drug litigation, the court in the federal actions that have been coordinated and consolidated for pretrial purposes under the caption In re Brand Name Prescription Drug Antitrust -------------------------------------------- Litigation (MDL 997 N.D. Ill.) denied approval for a ---------- settlement between certain defendants, including the Company and the Consolidated Class Action plaintiffs. The court also denied defendants' motion for summary judgement. Subsequently, the Company and certain other defendants agreed to an amendment of the settlement agreement with the Consolidated Class Action plaintiffs. The amendment contains certain provisions regarding the consideration of requests for discounts by retailers. The amendment, which was preliminarily approved by the court, remains subject to final court approval after notice to the class. In the opinion of the Company, although the outcome of any litigation cannot be predicted with certainty, the ultimate liability of the Company in connection with pending litigation will not have a material adverse effect on the Company's financial position but could be material to the results of operations in any one accounting period. Item 6. Exhibits and Reports on Form 8-K -------------------------------- a) Exhibits -------- Exhibit No. Description ---------- ----------- (3.1) The Registrant's Restated Certificate of Incorporation, as amended to date, is incorporated herein by reference to Exhibit 3.1 of the Registrant's Form 10/Amendment dated April 30, 1996. (3.2) The Registrant's By-Laws as amended to date. -14- Part II - Other Information (Cont'd) ------------------------------------ a) Exhibits (cont'd) ----------------- Exhibit No. Description ----------- ----------- (11) Computation of Per Share Earnings. (27) Financial Data Schedule. b) Reports on Form 8-K ------------------- The Company did not file any reports on Form 8-K during the quarter covered by this report. -15- 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 thereunto duly authorized. AMERICAN HOME PRODUCTS CORPORATION ---------------------------------- Registrant By /s/ Paul J. Jones ----------------------------- Paul J. Jones Vice President and Comptroller (Duly Authorized Signatory and Chief Accounting Officer) Date: May 14, 1996 -16- Exhibit Index -------------- Exhibit No. Description ----------- ----------- (3.2) The Registrant's By-Laws as amended to date. (11) Computation of Per Share Earnings. (27) Financial Data Schedule. Ex-1 EX-3.2 2 Exhibit 3.2 ***************************************************************** BY-LAWS OF AMERICAN HOME PRODUCTS CORPORATION AS AMENDED THROUGH APRIL 23, 1996 ***************************************************************** CONTENTS -------- STOCKHOLDERS MEETINGS 1. Annual Meeting 1 2. Special Meetings 1 3. Notice 1 4. Place 2 5. Quorum 2 6. Voting; Proxies 2 BOARD OF DIRECTORS 7. Powers; Number; Election; Term; Vacancies 3 8. Regular Meetings 5 9. Special Meetings 5 10. Quorum; Voting 5 11. Compensation 5 12. Residual Powers of Board 6 EXECUTIVE COMMITTEE 13. Appointment 6 14. Duties and Powers 6 15. Meetings 7 16. Quorum; Voting 7 17. Minutes 7 -i- FINANCE COMMITTEE 18. Appointment 7 19. Duties and Powers 8 20. Meetings 8 21. Quorum; Voting 8 22. Minutes 8 AUDIT COMMITTEE 23. Appointment 8 24. Duties and Powers 9 25. Meeting 9 26. Quorum; Voting 9 27. Minutes 9 OTHER COMMITTEES 28. Appointment 10 29. Organization and Operation 10 OFFICERS 30. Principal Officers 10 31. Other Officers 11 32. Salaries 11 33. Term of Office; Removal 11 34. Vacancies 11 35. Chairman 11 -ii- 36. Vice Chairman 12 37. President 12 38. Executive Vice Presidents 12 39. Senior Vice Presidents 13 40. Vice Presidents 13 41. Principal Financial Officer 13 42. Secretary 14 43. Treasurer 14 44. Comptroller 14 45. Delegation of Officer's Duties by Board 15 46. Delegation of Officer's Duties by Officer 15 47. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES 15 AUTHORITY TO ACT AND SIGN 48. Instrument Execution 18 49. Bank Accounts 18 50. Voting of Stock in Other Corporations 18 51. Sale and Transfer of Securities 19 STOCK 52. Certificates 19 53. Transfer 20 54. Transfer Agent and Registrar 20 55. Record Date 20 -iii- 56. Registered Stockholders 21 57. Lost Certificates 21 MISCELLANEOUS 58. Notices 21 59. Fiscal Year 22 60. Offices 22 61. Seal 22 62. Amendments 22 -iv- BY-LAWS of AMERICAN HOME PRODUCTS CORPORATION * * * * * * * * * * * * * * * * * * * * * STOCKHOLDERS MEETINGS 1. Annual Meeting. An annual meeting of stockholders for election of directors and transaction of other business properly before the meeting shall be held on the fourth Wednesday of April in each year, or on such other date and at such time as the Board of Directors may designate. 2. Special Meetings. Except as provided in paragraph VII (g) (v) of Article FOURTH of the Certificate of Incorporation respecting rights of holders of Preferred Stock to call meetings of such holders in certain dividend default situations, special meetings of stockholders, unless otherwise provided by law, may be called by the Chairman or Vice Chairman of the Board of Directors or the President or by the Secretary on the written request of a majority of all the directors, such request to state the purpose of the proposed meeting, which meeting shall thereupon be called by the Secretary. Business at special meetings shall be confined to the matters stated in the notice. 3. Notice. Written notice of each meeting of stockholders shall be mailed, not less than ten days prior to the meeting, to each stockholder entitled to vote at such address as appears on the stock books of the corporation. The notice shall specify the time and place of the meeting and, as to special meetings, the matter or matters to be acted upon at such meeting. -1- 4. Place. Meetings of stockholders shall be held at the office of the corporation in Wilmington, Delaware, or at such other place, within or without the State of Delaware, as the Board of Directors may designate. 5. Quorum. Except as provided in paragraph VII (g) (v) of Article FOURTH of the Certificate of Incorporation respecting meetings of stockholders during certain dividend default situations, at which meetings holders of Preferred Stock have special voting rights, the holders of a majority of the outstanding stock having voting power, present in person or by proxy, shall constitute a quorum at all meetings of stockholders for the transaction of business unless otherwise provided by law. Except as provided in such paragraph VII (g) (v) of Article FOURTH of the Certificate of Incorporation, if a quorum shall not be present at any meeting of stockholders, the stockholders entitled to vote, present in person or by proxy, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present; and at such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting originally called. 6. Voting; Proxies. At each meeting of stockholders every stockholder entitled to vote may vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder or his duly appointed attorney-in-fact. Except as provided in paragraphs VII (g) (i) and VII (g) (v) of Article FOURTH of the Certificate of Incorporation respecting holders of Preferred Stock voting in certain situations, each -2- holder of Common Stock shall have one vote and each holder of Preferred Stock shall have eighteen (18) votes on each matter submitted to a vote at a meeting of stockholders for each share of, respectively, Common and Preferred Stock having voting power, registered in his name on the stock books of the corporation. The vote for directors and, upon the demand of any stockholder, the vote upon any other matter before the meeting, shall be by ballot. Elections shall be decided by a plurality of the votes cast and other matters shall be decided by a majority of the votes cast on such matters. BOARD OF DIRECTORS 7. Powers; Number; Election; Term; Vacancies. The property and business of the corporation shall be managed by its Board of Directors, which shall be not less than eight nor more than fifteen in number as determined from time to time by the Board, except as provided in paragraph VII (g) (ii) of Article FOURTH of the Certificate of Incorporation respecting additional directors in certain dividend default situations. Directors shall be elected at the annual meeting of stockholders and each director shall continue in office until his successor shall be elected or until his earlier removal or resignation. Except as provided in paragraph VII (g) (ii) of Article FOURTH of the Certificate of Incorporation respecting additional directors in certain dividend default situations, nominations for the election of directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any stockholder entitled to vote in the election of directors generally. However, any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors only -3- if written notice of such stockholder's intent to make such nomination or nominations has been given, either by personal delivery or by United States Mail, postage prepaid, to the Secretary of the corporation not later than (i) with respect to an election to be held at an annual meeting of stockholders, ninety days prior to the anniversary date of the immediately preceding annual meeting, and (ii) with respect to an election to be held at a special meeting of stockholders for the election of directors, the close of business on the tenth day following the date on which notice of such meeting is first given to stockholders. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (e) the consent of each nominee to serve as a director of the corporation if so elected. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. Except as provided in Paragraph VII (g) (v) of Article FOURTH of the Certificate of Incorporation respecting the additional directors in certain dividend default situations, vacancies in the membership of the Board, whether or not -4- caused by an increase in the number of directors, will be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office only until the next succeeding annual meeting of stockholders. 8. Regular Meetings. Regular meetings of the Board may be held without notice at such time and place as the Board shall from time to time determine. 9. Special Meetings. Special Meetings of the Board may be called by direction of the Chairman, the Vice Chairman, the President or two directors on two days notice to each director specifying the time and place of meeting. 10. Quorum; Voting. At all meetings of the Board a majority of all the directors then in office, or if the number of directors is then an even number, one-half such number shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board unless otherwise provided by law, the Certificate of Incorporation or these by-laws. 11. Compensation. Directors shall be paid such fees for their services as directors and for attending meetings of the Board and committees appointed thereby as shall be determined from time to time by the Board. The Board may also provide for compensation to a director for expenses he may incur in attending such meetings. Nothing herein shall be construed -5- to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. 12. Residual Powers of Board. In addition to the powers conferred by these by-laws upon the Board, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these by-laws directed or required to be exercised or done by the stockholders. Nothing contained in these by-laws shall restrict the Board or any committee thereof from taking any action in any manner permitted by law, including unanimous written consent and conference communication by means of telephone or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. EXECUTIVE COMMITTEE 13. Appointment. The Board may by vote of a majority of all the directors appoint three or more members to constitute an Executive Committee which shall serve at the pleasure of the Board. Vacancies in the membership of the Executive Committee shall be filled by the Board by vote of a majority of all the directors. 14. Duties and Powers. During the intervals between meetings of the Board, the Executive Committee shall perform all the duties and exercise all the powers of the Board in the management of the property and business of the corporation -6- except such duties and powers as are by law, the Certificate of Incorporation or these by-laws directed or required to be performed or exercised specifically by the Board as such or by any proportion thereof. The Chairman of the Executive Committee shall assist the Chairman of the Board, shall perform such of the duties and exercise such of the powers of the Chairman as the latter may delegate to him and shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. He shall perform such other duties and exercise such other powers as the Board or the Chairman shall from time to time prescribe. 15. Meetings. The Executive Committee may meet at stated times without notice, or on two days notice to all by one of its members. 16. Quorum; Voting. A majority of the Executive Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee. 17. Minutes. The Executive Committee shall keep regular minutes of its proceedings and report its actions to the Board when it so requests. FINANCE COMMITTEE 18. Appointment. The Board may appoint three or more directors, officers or employees of the corporation or its subsidiaries -7- to constitute a Finance Committee which shall serve at the pleasure of the Board. Vacancies in the membership of the Finance Committee shall be filled by the Board. 19. Duties and Powers. The Finance Committee shall supervise the financial affairs, budgets and procedures of the corporation and its subsidiaries and shall fix the salaries of officers and employees of the corporation and its subsidiaries, except such thereof as may be fixed by the Board or any other committee appointed by it for such purpose. 20. Meetings. The Finance Committee may meet at stated times without notice, or on notice to all by the Chairman or Vice- Chairman of the Board, the President, an Executive Vice- President or a Senior Vice-President. 21. Quorum; Voting. A majority of the Finance Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee. 22. Minutes. The Finance Committee shall keep regular minutes of its proceedings and make copies thereof available to the Board at its meetings. AUDIT COMMITTEE 23. Appointment. The Board shall appoint three or more directors of the Corporation, none of whom is presently employed by the Corporation or any of its subsidiaries, to constitute an -8- Audit Committee, which shall serve at the pleasure of the Board. Vacancies in the membership of the Audit Committee shall be filled by the Board. 24. Duties and Powers. The Audit Committee shall recommend a firm of independent public accountants to be engaged as the principal auditor for each year's annual audit on behalf of the Corporation subject to the approval of the Board of Directors and ratification by the stockholders. The Audit Committee shall discuss with the auditors the scope and results of the audit and shall report to the Board of Directors thereon. The Audit Committee shall undertake such other financial reviews as the Board deems appropriate. 25. Meeting. The Audit Committee may meet at stated times without notice, or on notice to all by the Chairman or Vice Chairman of the Board, the President, an Executive Vice- President or a Senior Vice-President, or by one of the members of the Audit Committee. 26. Quorum; Voting. A majority of the Audit Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee. 27. Minutes. The Audit Committee shall keep regular minutes of its proceedings and make copies thereof available to the Board at its meetings. -9- OTHER COMMITTEES 28. Appointment. The Board may from time to time appoint further standing or special committees of directors, officers or employees of the corporation or its subsidiaries to serve at the pleasure of the Board and confer upon such committees such powers and duties as the Board may deem expedient within the limits permitted by law. 29. Organization and Operation. Unless otherwise provided in the resolutions appointing any such committee and determining its powers and duties, the committee may establish procedures for calling and conducting meetings, provided that no less than a majority of its members shall constitute a quorum for the transaction of business and the act of no less than a majority of those present at a meeting at which there is a quorum shall be the act of the committee, and the committee shall keep regular minutes of its proceedings and report its actions to the Board when it so requests. OFFICERS 30. Principal Officers. The principal officers shall be chosen annually by the Board and shall be a Chairman of the Board of Directors, a President, one or more Vice Presidents, a Secretary, a Treasurer and a Comptroller and, in the discretion of the Board, a Vice Chairman of the Board of Directors, one or more Executive Vice Presidents and one or more Senior Vice Presidents. The Chairman or Vice Chairman and President may be the same person; the Secretary and Treasurer may be the same person and Executive Vice President, Senior Vice President or Vice President may hold at the same time the office of Secretary, Treasurer or -10- Comptroller. The Chairman and Vice Chairman, if any, and the President shall be chosen from the members of the Board; the other principal officers need not be directors. 31. Other Officers. The Board may choose such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall perform such duties and exercise such powers as are delegated to them pursuant to these by-laws or as the Board shall from time to time prescribe. 32. Salaries. The salaries of all principal officers shall be fixed by the Board. 33. Term of Office; Removal. Each officer shall hold office until his successor is chosen or until his earlier removal or resignation. The Board may remove any officer or agent provided that removal of a principal officer be by vote of a majority of all the directors. 34. Vacancies. Vacancies in any office may be filled by the Board. 35. Chairman. The Chairman of the Board of Directors shall preside at all meetings of stockholders and of the Board. He shall be ex-officio a member of all standing committees appointed by the Board, shall be the chief executive officer of the corporation, shall have all powers and perform all duties incident to such chief executive office and, subject to the direction of the Board, shall have general and active supervision of the property and business of the corporation. He shall be the officer through whom the Board delegates -11- authority to corporate management and he shall be the medium of communication to the Board of information as to the affairs of the corporation and of all matters presented for the Board's consideration. He shall be responsible to see that all orders and resolutions of the Board are carried into effect by the proper officers. 36. Vice Chairman. The Vice Chairman of the Board of Directors shall assist the Chairman of the Board, shall perform such of the duties and exercise such of the powers of the Chairman as the latter may delegate to him and shall, in the absence or disability of the Chairman, perform the duties and exercise the powers of the Chairman. He shall perform such other duties and exercise such other powers as the Board or the Chairman shall from time to time prescribe. 37. President. The President shall assist the Chairman and Vice Chairman of the Board, shall perform such of the duties and exercise such of the powers of the Chairman as the latter may delegate to him and shall, in the absence or disability of the Vice Chairman, perform the duties and exercise the powers of the Vice Chairman. He shall perform such other duties and exercise such other powers as the Board, the Chairman or the Vice Chairman shall from time to time prescribe. 38. Executive Vice Presidents. Each Executive Vice President shall serve in a general executive capacity, more particularly as general assistant to the President. In the absence or disability of the President, and in the event the Chairman of the Executive Committee is absent or disabled, an -12- Executive Vice President shall, in the order of seniority in that office, perform the duties and exercise the powers of the President. Executive Vice Presidents shall perform such other duties and exercise such other powers as the Board, the Chairman, the Vice Chairman or the President shall from time to time prescribe. 39. Senior Vice Presidents. Each Senior Vice President shall serve in a general executive capacity, more particularly as general assistant to the President or to one or more Executive Vice Presidents. In the absence or disability of the President, and in the event the Chairman of the Executive Committee and all Executive Vice Presidents are absent or disabled, a Senior Vice President shall, in the order of seniority in that office, perform the duties and exercise the powers of the President. Senior Vice Presidents shall perform such other duties and exercise such other powers as the Board, the Chairman, the Vice Chairman or the President shall from time to time prescribe. 40. Vice Presidents. In the absence or disability of the Executive Vice Presidents and Senior Vice Presidents, a Vice President shall, in the order of seniority in that office, perform the duties and exercise the powers of the Executive Vice Presidents and Senior Vice Presidents. Vice Presidents shall perform such other duties and exercise such other powers as the Board, the Chairman, the Vice Chairman or the President shall from time to time prescribe. 41. Principal Financial Officer. The Board may designate an Executive Vice President, a Senior Vice President, a Vice President or the Treasurer as the Principal Financial Officer of the corporation. -13- 42. Secretary. The Secretary shall attend all meetings of stockholders and of the Board and shall record the minutes of all proceedings of such meetings in books to be kept for that purpose, and shall perform like duties for the standing committees appointed by the Board unless the Board directs otherwise. He shall have custody of the seal of the corporation and shall affix it or cause it to be affixed to all instruments requiring it. He shall give or cause to be given the notice required of all meetings of stockholders and of the Board. He shall perform such other duties and exercise such other powers as the Board, the Chairman, the Vice Chairman or the President shall from time to time prescribe. 43. Treasurer. The Treasurer shall have general charge of and responsibility for the corporate funds and securities. He shall deposit or cause to be deposited in the name of the corporation all moneys and other valuable effects of the corporation in such depositories as may be designated in accordance with these by-laws. He shall disburse the funds of the corporation as directed by the Board or by any other principal officer, taking proper vouchers for such disbursements. He shall advise upon all terms of credit granted by the corporation. He shall render to the Board, when the Board so requests, an accounting of all his transactions as Treasurer and of the financial condition of the corporation. He shall perform such other duties and exercise such other powers as the Board, the Chairman, the Vice Chairman or the President shall from time to time prescribe. 44. Comptroller. The Comptroller shall have general supervision of the accounting practices of the corporation and its subsidiaries and the preparation of statements and other -14- reports respecting financial aspects of the corporation's or its subsidiaries' operations. He shall establish, through appropriate channels, recording and reporting procedures and standards pertaining to such matters. He shall be responsible for collection of all corporation accounts. He shall perform such other duties and exercise such other powers as the Board, the Chairman, the Vice Chairman or the President shall from time to time prescribe. 45. Delegation of Officer's Duties by Board. In the absence or disability of any principal officer, or for any other reason that the Board may deem sufficient, the Board may by vote of a majority of all the directors delegate any or all of the powers or duties of such officer to any other officer. 46. Delegation of Officer's Duties by Officer. Any principal officer may delegate portions of his powers and duties to any assistant officer chosen by the Board and acting under the principal officer's supervision. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES 47. Each person (and heirs and legal representatives of such person) who serves or has served as a director, officer or employee of the corporation or of any other corporation or entity when requested by this corporation, and of which this corporation is or was a stockholder, a creditor or otherwise interested, shall be indemnified by this corporation against all liability and reasonable expense, including but not limited to counsel fees and disbursements and amounts of -15- judgments, fines or penalties, incurred by or imposed upon him in connection with any claim, action, suit or proceeding, actual or threatened, whether civil, criminal, administrative or investigative, and appeals in which he may become involved as a party or otherwise by reason of acts or omissions in his capacity as and while a director, officer or employee of this corporation or such other corporation or entity, provided that such person is wholly successful with respect thereto and unless the Board in its absolute discretion shall determine that such person did not meet the standard of conduct required herein. The term "wholly successful" shall mean termination of any claim, action, suit or proceeding against such person without any finding of liability or guilt against him and without any settlement by payment, promise or undertaking by or for such person or the expiration of a reasonable period of time after the making of any claim or threat without action, suit or proceeding having been brought and without any settlement by payment, promise, or undertaking by or for such person. The standard of conduct required shall be that such person acted in good faith for a purpose which he reasonably believed to be in or not opposed to the best interests of the corporation, and, in addition, in any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. Should indemnification be requested hereunder in respect to any claim, action, suit or other proceeding where the person seeking indemnification has not been wholly successful, such indemnification may be made only upon the prior determination by a resolution of a majority of those members of the Board who are not involved in the claim, action, suit or other proceeding, that such person met the standards of conduct required herein, or, in the discretion -16- of the Board, upon the prior determination by non-employee legal counsel, in written opinion, that such person has met such standards, and where a settlement is involved, that the amount thereof is reasonable. Indemnification under this by-law shall not include any amount payable by such person to the corporation or entity in satisfaction of any judgment or settlement, or any amount payable on account of profits realized by him in the purchase or sale of securities of the corporation, and shall be reduced by the amount of any other indemnification or reimbursement of such liability and expense to such person. The termination of any claim, action, suit or other proceeding, by judgment, order, settlement (whether with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not of itself create a presumption that such person did not meet the standard of conduct required herein. Expenses incurred which are subject to indemnification hereunder may be advanced by the corporation prior to final disposition of the claim, action, suit or other proceeding upon receipt of an undertaking acceptable to the corporation by or on behalf of the recipient to repay such amount unless it shall ultimately be determined that he is entitled to indemnification. The right of indemnification herein provided shall be in addition to other rights to which those to be indemnified may otherwise be entitled by agreement, vote of stockholders, operation of law or otherwise, and shall be available whether or not the claim asserted against such person is based upon matters which antedate the adoption of this by-law. If any word, clause or provision of this by-law or any indemnification made hereunder shall for any reason be -17- determined to be invalid, the provisions hereof shall not otherwise be affected thereby but shall remain in full force and effect. AUTHORITY TO ACT AND SIGN 48. Instrument Execution. Unless otherwise provided by law or by the Board, all instruments to be executed on behalf of the corporation, whether or not requiring the seal of the corporation, may be executed by the Chairman, the Vice Chairman, the President, any Executive Vice President, any Senior Vice President or any Vice President and attested by the Secretary or an Assistant Secretary. 49. Bank Accounts. Unless otherwise provided by the Board, any two of the following officers: the Chairman, the Vice Chairman, the President, any Executive Vice President, any Senior Vice President, any Vice President and the Treasurer, may from time to time (1) open and maintain in the name of the corporation, and terminate, general and special bank accounts for the funds of the corporation with such banks, trust companies or other depositories as they may designate and (2) designate, and revoke the designation of, the officers or employees of the corporation who may sign, manually or by facsimile, checks, drafts or orders on such bank accounts. Any such action, designation or revocation shall be by written instrument, signed by the officers taking the action or making or revoking the designation and filed with the bank, trust company or other depository. 50. Voting of Stock in Other Corporations. Unless otherwise directed by the Board, Chairman, the Vice Chairman, the President, any Executive Vice President, any Senior Vice -18- President, the Treasurer or the Secretary may, on behalf of the corporation, attend, act and vote at any meeting of stockholders of any corporation in which this corporation may hold stock and at any such meeting shall possess and may exercise all rights of this corporation incident to ownership of such stock or may give a proxy or proxies in the name of this corporation to any other person or persons who may vote such stock and exercise any and all other rights in regard to it as are here accorded to the officers mentioned. 51. Sale and Transfer of Securities. Unless otherwise directed by the Board, any two of the following officers: the Chairman, the Vice Chairman, the President, any Executive Vice President, any Senior Vice President and the Treasurer may, on behalf of the corporation, transfer, convert, endorse, sell, assign, set over and deliver, or take action appropriate to the encumbrance by the corporation of any bonds, shares of stock, warrants or other securities owned by or standing in the name of the corporation, and may execute and deliver in the name of the corporation all written instruments necessary or proper to implement the authority herein contained. STOCK 52. Certificates. The shares of stock of the corporation shall be represented by certificates of stock, in such form as the Board shall from time to time prescribe, which shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder's name and number of shares, shall be signed manually or by facsimile by the Chairman, the Vice Chairman or the President and by the Treasurer or the Secretary and shall bear by impression or facsimile the seal of the corporation. -19- 53. Transfer. Transfer of stock shall be made on the books of the corporation only upon surrender of the certificate therefor, endorsed by the person named in the certificate or accompanied by proper written evidence of succession, assignment or authority to transfer such stock. 54. Transfer Agent and Registrar. The Board may appoint one or more Transfer Agents to record transfers of shares of stock and to keep the stock certificate books, transfer books and stock ledgers of the corporation. The Board may also appoint one or more Registrars to register certificates of stock. The Board may require all certificates of stock to bear the signatures of either or both a Transfer Agent and a Registrar. Where any such certificate is manually signed by the Registrar, the signature of any Transfer Agent may be facsimile engraved or printed. 55. Record Date. The Board may fix in advance a date, not less than ten nor more than sixty days preceding the date of any meeting of stockholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change, conversion or exchange of stock shall go into effect or the date in connection with obtaining consent of stockholders or any class thereof for any purpose, as a record date for the determination of stockholders entitled to notice of and to vote at any such meeting or to receive payment of any such dividend or to receive any allotment of rights or to exercise the rights or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid. The Board may direct that the stock books -20- of the corporation be closed against transfers during such period. 56. Registered Stockholders. The corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as provided by law. 57. Lost Certificates. The Board may direct a new certificate of stock to be issued in place of any certificate theretofore issued and claimed to have been lost, stolen or destroyed, provided that any person claiming a certificate to be lost, stolen or destroyed shall make an affidavit of ownership and of the facts of such loss, theft or destruction and, if the Board so requires, shall advertise the same, and provided further that the Board may require the owner of the certificate claimed to be lost, stolen or destroyed, or his legal representative, to deliver to the corporation for itself, its officers Transfer Agents and Registrars, a bond of indemnity in such amount or unlimited in amount, upon such terms and secured by such surety as the Board may require. MISCELLANEOUS 58. Notices. Whenever under the provisions of these by-laws notice is required to be given to any person other than in his capacity as stockholder, it may be given by hand delivery, by telegram or by mail. Whenever under the provisions of these by-laws notice is required to be given to any stockholder, it may be given by mail, by depositing the same in the post office or a letter box, in a post-paid, sealed envelope, addressed to such stockholder at such -21- address as appears on the stock books of the corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed. Any person entitled to notice under any provision of these by-laws may waive such notice. 59. Fiscal Year. The fiscal year of the corporation shall begin the first day of January in each year. 60. Offices. The corporation may have an office in New York, New York, and at such other places as the business of the corporation may require. 61. Seal. The corporate seal shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Delaware." 62. Amendments. These by-laws may be altered or repealed and new by-laws may be adopted at any meeting of stockholders by the vote of the holders of a majority of the outstanding stock having voting power, provided the notice of such meeting includes the proposed alterations or repeal or the proposed new by-laws, or a summary thereof, or the Board by vote of a majority of all the directors. -22- EX-11 3 Exhibit 11 ---------- American Home Products Corporation and Subsidiaries Computation of Per Share Earnings (In thousands except per share amounts) Quarter Ended March 31, 1996 ------------- 1. Net income ................................................... $489,363 2. Reported earnings per share: a. Average number of shares outstanding during the quarter... 629,767 b. Shares issuable upon the conversion of preferred stock ... 607 -------- c. Shares for reported earnings per share calculation (2a+2b) 630,374 ======== d. Reported earnings per share(1/2c)......................... $.78 ======== 3. Primary earnings per share: a. Average number of shares outstanding during the quarter... 629,767 b. Shares issuable upon the conversion of preferred stock.... 607 c. Shares deemed outstanding from the assumed exercise of stock options reduced by the number of shares purchased with the proceeds (determined using average market price during the quarter) ...................................... 11,848 d. Deferred contingent common stock awards .................. 678 -------- e. Shares for primary earnings per share calculation (3a+3b+3c+3d) ............................................ 642,900 ======== f. Primary earnings per share (1/3e) ........................ $.76 ======== 4. Fully diluted earnings per share: a. Average number of shares outstanding during the quarter... 629,767 b. Shares issuable upon conversion of preferred stock ....... 607 c. Shares deemed outstanding from the assumed exercise of stock options reduced by the number of shares purchased with the proceeds (determined using market price at end of quarter).................................. 13,401 d. Deferred contingent common stock awards .................. 678 -------- e. Shares for fully diluted earnings per share calculation (4a+4b+4c+4d) ............................................ 644,453 ======== f. Fully diluted earnings per share (1/4e) .................. $.76 ======== EX-27 4
5 Exhibit No. 27 -------------- THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET AS OF MARCH 31, 1996 AND CONSOLIDATED CONDENSED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1996 MAR-31-1996 1,743,003 219,137 3,218,915 177,768 2,306,092 8,511,891 6,183,053 2,167,406 21,735,903 4,594,454 7,751,941 105,258 0 84 5,793,288 21,735,903 3,646,814 3,646,814 1,205,954 1,205,954 338,312 67,619 118,573 680,929 191,566 489,363 0 0 0 489,363 .76 .76
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