-----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, GXXpXIOIniftMngLATQWYoHijfEzF9DY4ZJ+h3Z+L3ZToZ7hnMiWuYQWQDW74dio bWwLWCVPt/YCa8ngcD478A== 0000893750-99-000641.txt : 19991123 0000893750-99-000641.hdr.sgml : 19991123 ACCESSION NUMBER: 0000893750-99-000641 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991119 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991122 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: 99762304 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 DATE OF REPORT (Date of earliest event reported): November 19, 1999 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 November 19, 1999, American Home Products Corporation ("AHP") issued a press release announcing that the Delaware Chancery Court had adopted the schedule proposed by Warner-Lambert Company ("Warner-Lambert") and AHP and set a preliminary hearing for January 24, 2000 with respect to Pfizer Inc.'s amended complaint challenging certain aspects of the Agreement and Plan of Merger, dated as of November 3, 1999, among AHP, Wolverine Sub Corp., a Delaware corporation and wholly owned subsidiary of AHP, and Warner- Lambert. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits (99.1) Press Release, dated November 19, 1999 -2- 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/ Gerald A. Jibilian -------------------------- Name: Gerald A. Jibilian Title: Vice President Dated: November 22, 1999 -3- EXHIBIT INDEX (99.1) Press Release, dated November 19, 1999 -4- EX-99.1 2 AMERICAN HOME PRODUCTS CORPORATION FIVE GIRALDA FARMS, MADISON, NEW JERSEY 07940, (973) 660-5000 EXECUTIVE OFFICES FOR IMMEDIATE RELEASE Media Contact: Investor Contact: Lowell Weiner Thomas Cavanagh (973) 660-5013 (973) 660-5706 AMERICAN HOME PRODUCTS STATES THAT DELAWARE COURT OF CHANCERY SETS HEARING FOR JANUARY 24, 2000 Madison, N.J., November 19, 1999 -- American Home Products Corporation (NYSE: AHP) today stated that the Delaware Chancery Court has adopted the schedule proposed by Warner-Lambert and American Home Products and set a preliminary hearing for January 24, 2000 with respect to Pfizer Inc's amended complaint challenging certain aspects of the merger agreement between Warner-Lambert and American Home Produces announced on November 4, 1999 American Home Products stated, "We look forward to presenting our case in the Delaware Court of Chancery and are confident that our arguments will prevail. We remain committed to our announced merger of equals transaction which we believe is strategically and financially compelling for our shareholders, and which will create enormous near and long-term value for the shareholders of both companies." American Home Products Corporation is one of the world's largest research-based pharmaceutical and health care product 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. In 1999, its revenues are expected to approach $14 billion and the company will invest $1.8 billion in research and development. It employs 52,000 people worldwide. Statements made in this press release that state "we will," "we expect," or otherwise state the companies' predictions for the future are forward- looking statements. Actual results might differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the Company's annual report on Form 10K for the year ended December 31, 1998 filed with the U.S. Securities and Exchange Commission. For a copy of these filings, call the media contacts listed on this press release. ##### -2- -----END PRIVACY-ENHANCED MESSAGE-----