-----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, NScV6OdHhZ8DSVYFdw3zkTADdQvSyWa2NxcLgO93VC/72XtC8oCbn5bps22Yj1/Y 3FHZDLS+7DyqQYbbuAppnQ== 0000893750-00-000083.txt : 20000208 0000893750-00-000083.hdr.sgml : 20000208 ACCESSION NUMBER: 0000893750-00-000083 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000207 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000207 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: 525861 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 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 February 7, 2000 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 February 7, 2000 American Home Products Corporation (the "Company") and Warner-Lambert Company ("Warner-Lambert") terminated the Agreement and Plan of Merger, dated as of November 3, 1999 ( the "Merger Agreement"), among the Company, Wolverine Sub Corp., a wholly owned subsidiary of the Company and Warner-Lambert. A press release announcing, among other things, the termination of the Merger Agreement was issued by the Company on February 7, 2000. The information contained in the press release is incorporated herein by reference and is attached as Exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS (c) Exhibits. 99.1 Press Release dated February 7, 2000 -2- 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 ------------------------------------- Vice President and Comptroller (Duly Authorized Signatory and Chief Accounting Officer) Date: February 7, 2000 -3- EXHIBIT INDEX Exhibit Number - -------------- 99.1 Press Release dated February 7, 2000 -4- EX-99.1 2 American Home Products to Receive $1.8 Billion Termination Fee Is in the Process of Divesting Cyanamid Agricultural Products Business MADISON, N.J., Feb. 7, 2000 -- American Home Products Corporation (NYSE: AHP) confirmed today that its merger agreement with Warner-Lambert Company (NYSE: WLA) has been terminated in accordance with its terms. Under the agreement, AHP is receiving a payment of $1.8 billion. In connection with the termination, all litigation among AHP, Warner-Lambert and Pfizer Inc (NYSE: PFE) has been discontinued and its option to purchase Warner-Lambert shares has been rescinded. John R. Stafford, Chairman, President and CEO of AHP stated: "While we regret that we were not able to complete the transaction, we understand the decision of the Warner-Lambert board to support the alternative transaction and we saw no benefit to impeding their ability to use pooling-of-interests accounting. The termination of our agreement brings to an immediate close the distracting and acrimonious litigation among the companies and allows us to focus on our growing health care business. AHP has one of the best pipelines in the pharmaceutical industry and we look forward to continuing to develop and market our outstanding new products and moving forward in what promises to be an excellent year of growth for our Company in 2000." Separately, AHP announced today that it is in the process of divesting the Cyanamid Agricultural Products business. It is expected that the divestiture will be completed by year-end. AHP's financial advisor in connection with this divestiture is Morgan Stanley. American Cyanamid Agricultural Products is a leading global developer and marketer of crop protection products for agricultural, specialty and consumer markets. Cyanamid markets herbicides, insecticides and fungicides in the major agricultural markets around the world. It was the first to introduce herbicide tolerant cropping systems, based on its imidazolinone chemistry. American Cyanamid Agricultural Products is a subsidiary of American Home Products Corporation. American Home Products Corporation is one of the world's largest research- based pharmaceutical and health care 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. The statements in this press release that are not historical facts are forward-looking statements that involve risks and uncertainties including the uncertainty of completing the sale process and the other risks and uncertainties detailed from time to time in AHP's periodic reports, including quarterly reports of Form 10-Q and the Annual Report of Form 10-K, filed with the Securities and Exchange Commission. Actual results may differ from forward-looking statements. /CONTACT: Media: Lowell Weiner, 973-660-5013, or Investors: Thomas Cavanagh, 973-660-5706, both of American Home Products -2- -----END PRIVACY-ENHANCED MESSAGE-----