-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, AqSQoIuYRBDBjRHLLwdJETB3lH+4cuyJwmMkptAlNQIbaTs4fbRbDN3ueSESI+BN cj/cfR/Uj2QmzvLGjRwU6g== 0000950112-95-000353.txt : 19950515 0000950112-95-000353.hdr.sgml : 19950515 ACCESSION NUMBER: 0000950112-95-000353 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950213 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: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57339 FILM NUMBER: 95509081 BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 201-660-5000 424B2 1 AMERICAN HOME PRODUCTS CORPORATION Filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2) relating to Registration Statement No. 33-57339 and Post-Effective Amendment No. 1 to Registration Statement No. 33-45324 SUBJECT TO COMPLETION, DATED FEBRUARY 10, 1995 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 30, 1995 AMERICAN HOME PRODUCTS CORPORATION $500,000,000 % NOTES DUE FEBRUARY , 2000 $500,000,000 % NOTES DUE FEBRUARY , 2005 ------------------- Interest on the % Notes due 2000 and the % Notes due 2005 (collectively, the "Notes") is payable on February and August of each year, commencing August , 1995. The Notes are not redeemable prior to maturity. The Notes are unsecured obligations of the Company and will rank equally with all unsecured and unsubordinated indebtedness of the Company. The % Notes due 2000 and % Notes due 2005, respectively, will be represented by Global Notes (as defined herein) registered in the name of The Depository Trust Company ("DTC") or its nominee. Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. Except as described in "Description of Notes--Global Notes", Notes in definitive form will not be issued. The Notes will trade in DTC's Same-Day Funds Settlement System until maturity, and secondary market trading activity in the Notes will therefore settle in immediately available funds. All payments of principal and interest will be made by the Company in immediately available funds. See "Description of Notes--Same-Day Settlement and Payment". ------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INITIAL PUBLIC UNDERWRITING PROCEEDS TO OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3) ------------------ ------------- -------------- Per % Note......................................... % % % Total................................................. $ $ $ Per % Note......................................... % % % Total................................................. $ $ $
- ------------ (1) Plus accrued interest, if any, from February , 1995. (2) The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. (3) Before deducting estimated expenses of $500,000 payable by the Company. ------------------- The Notes offered hereby are offered severally by the Underwriters, as specified herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. It is expected that delivery of the Notes will be ready in book-entry form only through the facilities of DTC in New York, New York on or about , 1995, against payment therefor in immediately available funds. ------------------- GOLDMAN, SACHS & CO. BEAR, STEARNS & CO. INC. MERRILL LYNCH & CO. J.P. MORGAN SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED ------------------- The date of this Prospectus Supplement is February , 1995. The information contained herein is subject to completion or amendment. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. ------------------- THE COMPANY The description of the business of American Home Products Corporation (the "Company") is qualified in its entirety by and should be read together with the more detailed information and financial statements incorporated by reference in the Prospectus. The Company is engaged in the discovery, development, manufacture, distribution and sale of a diversified line of products in three business segments: health care products, agricultural products and food products. Health care products include branded and generic ethical pharmaceuticals, biologicals, nutritionals, consumer health care products, medical supplies and diagnostic products, animal biologicals and pharmaceuticals and feed additives. The Company holds majority interests in Genetics Institute, Inc. ("Genetics Institute") and Immunex Corporation ("Immunex"), each a significant biopharmaceutical company. Agricultural products include crop protection and pest control products such as herbicides, fungicides, insecticides and plant growth regulators. Food products include entrees, side dishes, spreadable fruit products, snacks and other food products. The Company is conducting a review of certain of its product lines, assets and/or businesses as further described in "Recent Developments--Dispositions of Product Lines, Assets and/or Businesses" below. The Company, a Delaware corporation, maintains its principal offices at Five Giralda Farms, Madison, New Jersey 07940 (telephone number 201-660-5000). RECENT DEVELOPMENTS ACQUISITION OF AMERICAN CYANAMID COMPANY In late 1994, the Company acquired all of the outstanding common stock of American Cyanamid Company ("Cyanamid"). The aggregate purchase price to acquire all of Cyanamid including related fees and expenses was approximately $9.6 billion. The acquisition was initially financed through the sale by the Company and certain of its subsidiaries of privately placed short-term notes (the "Short-Term Notes"), and with the Company's general corporate funds. This acquisition strengthens the Company's competitive position in the global health care marketplace, expands its research and development capabilities, improves the efficiency of its manufacturing, sales, marketing and administrative functions, and increases diversification by adding Cyanamid's agricultural products business. DISPOSITIONS OF PRODUCT LINES, ASSETS AND/OR BUSINESSES The Company has undertaken to identify certain of its product lines, assets and/or businesses for potential divestiture and intends to use the net proceeds of any such divestitures to pay down indebtedness. The first such divestiture was the sale of the Company's South American oral health care product line for $1.04 billion in January 1995. This business had sales of approximately $290 million in 1994 (primarily in Brazil) from sales of toothpastes, toothbrushes, dental floss and mouth S-2 rinse. The net proceeds of approximately $900 million are being used primarily to repay a portion of the Short-Term Notes. Although there can be no assurance that any other divestitures will occur or that the net proceeds from any such divestitures will be used to repay indebtedness, the Company currently anticipates that the net proceeds from divestitures, combined with the Company's internally generated cash flow, will enable it to make a significant reduction in its indebtedness before the end of 1997. WORLDWIDE RESTRUCTURINGS AND WORKFORCE REDUCTIONS In 1994, the Company continued its ongoing study of all of its operations worldwide to maximize efficiencies and reduce costs and announced that, in total, approximately 2,300 positions in Brazil, Europe and Canada and 2,000 positions in the United States would be eliminated as a result of several restructuring programs. In addition, following the Cyanamid acquisition, the Company announced that a total of 4,300 positions in all areas of the Company worldwide would be eliminated by the end of 1995 and that it intends to further reduce personnel in 1996. All of the costs associated with these announcements have been previously charged to earnings or reflected in the accounting for the acquisition of Cyanamid. The Company expects to realize significant cost savings as a result of the elimination of these 8,600 positions. At December 31, 1994, the Company employed approximately 74,000 persons worldwide. RECENT FINANCIAL RESULTS The Company recently announced the following financial results for the periods indicated:
THREE MONTHS YEAR ENDED ENDED DECEMBER 31, DECEMBER 31, ---------------- ---------------- 1994 1993 1994 1993 ------ ------ ------ ------ (IN MILLIONS, EXCEPT PER SHARE AMOUNTS AND PERCENTAGES) Net sales.............................................. $8,966 $8,305 $2,586 $2,116 Percentage increase................................. 8% 22% Net income............................................ 1,528 1,469 399 383 Percentage increase................................. 4% 4% Net income per share.................................. 4.97 4.73 1.30 1.23 Percentage increase................................. 5% 6%
Operating results for the fourth quarter and the twelve months ended December 31, 1994 reflect Cyanamid's operating results and acquisition related interest expense and goodwill amortization for the month of December 1994. Excluding the impact of Cyanamid, net sales for the fourth quarter and twelve months ended December 31, 1994 would have increased 6% and 4%, respectively. Cyanamid's operating results for the month of December 1994 were more than offset by the acquisition related interest expense and goodwill amortization, which resulted in dilution of $.04 per share for the fourth quarter and the year ended December 31, 1994. USE OF PROCEEDS The net proceeds to the Company from the sale of the Notes offered hereby are estimated to be $ . The Company intends to use the net proceeds from the sale of the Notes for repayment of indebtedness, including a portion of the Short-Term Notes issued in connection with the acquisition of Cyanamid. S-3 SELECTED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The selected unaudited pro forma financial information set forth below gives effect to the acquisition of Cyanamid assuming that the acquisition occurred on January 1, 1993. The selected unaudited pro forma financial information is provided for informational purposes only and does not purport to be indicative of the future results of the Company or what the results of operations would have been had the acquisition been effected on the date indicated. This information is qualified in its entirety by, and should be read in conjunction with, the Company's Unaudited Pro Forma Consolidated Condensed Financial Statements contained in the Company's Current Report on Form 8-K, dated December 6, 1994, which is incorporated herein by reference (the "Form 8-K"). This information should also be read in conjunction with the information set forth in "Selected Consolidated Financial Information" herein, as well as the Company's audited financial statements and notes thereto for the year ended December 31, 1993, and the Company's unaudited financial statements for the nine months ended September 30, 1994, both of which are incorporated by reference in the Prospectus, and Cyanamid's audited financial statements and notes thereto for the year ended December 31, 1993, and Cyanamid's unaudited financial statements for the nine months ended September 30, 1994, both of which are incorporated by reference in the Form 8-K.
PRO FORMA YEAR ENDED DECEMBER 31, ---------------------- 1994 1993 --------- --------- (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) OPERATING DATA(1): Net sales........................................................... $13,500 $12,582 Income before taxes................................................. 1,708 965 Net income.......................................................... 1,273 645 Net income per share................................................ 4.14 2.08 CASH FLOW DATA: Depreciation and amortization....................................... 724 655 Purchases of property, plant and equipment.......................... 721 824
PRO FORMA YEAR ENDED DECEMBER 31 --------------------------------------- 1994 1993 ----------------- ----------------- (IN MILLIONS, EXCEPT PERCENTAGES) NET SALES BY BUSINESS SEGMENT: Health care products Pharmaceuticals........................................ $ 7,386 55% $ 7,088 56% Consumer health care................................... 2,080 15 2,002 16 Medical supplies and diagnostic products............... 1,419 11 1,451 12 ---------- --- ---------- --- Total health care products........................... 10,885 81 10,541 84 Agricultural products.................................... 1,618 12 1,105 9 Food products............................................ 997 7 936 7 ---------- --- ---------- --- TOTAL.................................................... $ 13,500 100% $ 12,582 100% ---------- --- ---------- --- ---------- --- ---------- --- NET SALES BY GEOGRAPHIC SEGMENT: United States............................................ $ 8,337 62% 8,268 66% Canada and Latin America................................. 1,503 11 1,313 10 Europe and Africa........................................ 2,743 20 2,305 18 Asia and Australia....................................... 917 7 696 6 ---------- --- ---------- --- TOTAL.................................................... $ 13,500 100% $ 12,582 100% ---------- --- ---------- --- ---------- --- ---------- ---
- ------------ (1) Represents income from continuing operations only. Included in the Company's Historical Consolidated Income Statement for the twelve months ended December 31, 1994 is a $174 million charge to record the costs of implementing certain restructuring programs, a gain of approximately $76 million from the sale of certain businesses and the Company's former headquarters building and a reduction of certain tax accruals of approximately $64 million. The restructuring charge, the gain on the asset sales and the tax adjustment, in the aggregate, had no effect on the 1994 pro forma net income or net income per share. Included in Cyanamid's Historical Consolidated Income Statement for the year ended December 31, 1993 is a restructuring charge of $208 million. Also included in Cyanamid's Historical Consolidated Income Statement for the year ended December 31, 1993 is a pre-tax charge of $384 million for acquired in-process research related to Cyanamid's acquisition of 53.5% of the capital stock of Immunex. Excluding the effects of Cyanamid's restructuring charge and write-off of acquired in-process research in 1993, the pro forma net income and net income per share for the year ended December 31, 1993 would have been $1,157 million and $3.72 per share, respectively. S-4 SELECTED CONSOLIDATED FINANCIAL INFORMATION The following table presents selected historical consolidated financial information of the Company which has been derived from the Company's audited financial statements. The consolidated balance sheets as of December 31, 1993 and December 31, 1992 and the related consolidated statements of income and cash flows for each of the three years in the period ended December 31, 1993 are incorporated by reference in the Prospectus.
AMERICAN HOME PRODUCTS CORPORATION 1994(1) 1993 1992 1991 ------- ------ ------ ------ (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) OPERATING DATA FOR THE YEAR ENDED DECEMBER 31: Net sales............................................. $ 8,966 $8,305 $7,874 $7,079 Income before taxes................................... 2,030 1,993 1,724 1,760 Cumulative effect of accounting changes............... -- -- 310 -- Net income............................................ 1,528 1,469 1,461 1,375 Net income per share.................................. 4.97 4.73 4.65 4.36 CASH FLOW DATA FOR THE YEAR ENDED DECEMBER 31: Depreciation and amortization......................... 306 241 210 167 Purchases of property, plant and equipment............ 473 518 428 228 BALANCE SHEET DATA AS OF DECEMBER 31: Cash and marketable securities........................ 1,944 2,220 1,982 2,065 Total assets.......................................... 21,675 7,687 7,141 5,939 Working capital....................................... 3,203 3,223 3,059 2,849 Total debt............................................ 10,087 864 613 110 Shareholders' equity.................................. 4,254 3,876 3,563 3,301
- ------------ (1) Incorporates acquisition of Cyanamid as of December 1, 1994. See "Recent Developments--Recent Financial Results". The following table presents selected historical consolidated financial information of Cyanamid which has been derived from Cyanamid's audited financial statements. The consolidated balance sheets as of December 31, 1993 and December 31, 1992 and the related consolidated statements of income and cash flows for each of the three years in the period ended December 31, 1993 are incorporated by reference in the Form 8-K.
AMERICAN CYANAMID COMPANY 1993 1992 1991 ------- ------ ------ (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) OPERATING DATA FOR THE YEAR ENDED DECEMBER 31: Net sales...................................................... $ 4,277 $4,194 $3,821 Earnings (loss) before taxes from continuing operations........ (121)(1) 545 492 Discontinued operations and cumulative effect of accounting changes...................................................... (955)(2) 45 30 Net earnings (loss)............................................ (1,119) 395 359 Earnings (loss) per share from continuing operations........... (1.82) 3.85 3.53 Net earnings (loss) per share.................................. (12.44) 4.35 3.85 CASH FLOW DATA FOR THE YEAR ENDED DECEMBER 31: Depreciation and amortization.................................. 219 198 177 Additions to plants, equipment and facilities.................. 306 311 300 BALANCE SHEET DATA AS OF DECEMBER 31: Cash and marketable securities................................. 528 468 420 Total assets................................................... 6,057 5,067 4,689 Working capital................................................ 356 839 794 Total funded debt.............................................. 960 674 572 Shareholders' equity........................................... 1,367 2,721 2,604
- ------------ (1) Includes the write-off of acquired in-process research of $384 million from the Immunex acquisition and a restructuring charge of $208 million. (2) Includes a $622 million loss from discontinued operations related to the Cytec Industries, Inc. spin-off and the cumulative effect of accounting changes related to the adoption of SFAS No. 109, "Accounting for Income Taxes", which resulted in a gain of $2 million and SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions", which resulted in a charge of $335 million, net of tax effect. S-5 CAPITALIZATION The following table sets forth the consolidated capitalization of the Company at December 31, 1994, and as adjusted to give effect to the issuance of the Notes offered hereby and application of the estimated proceeds therefrom, to repay Short-Term Notes and the estimated effects of the sale of the Company's South American oral health care product line.
DECEMBER 31, 1994 --------------------------- ACTUAL(1) AS ADJUSTED(2) --------- -------------- (IN MILLIONS) Notes payable to banks and current portion of long-term debt: $ 113 $ 113 --------- -------------- Long-term debt: Short-Term Notes 8,797 6,897 % Notes due 2000 -- 500 % Notes due 2005 -- 500 6 7/8% Notes due 1997 250 250 6 1/2% Notes due 2002 250 250 7 1/4% Debentures due 2023 250 250 Other 427 427 --------- -------------- Total long-term debt 9,974 9,074 --------- -------------- Total debt 10,087 9,187 --------- -------------- Shareholders' equity: Common stock 102 102 Additional paid-in capital 1,021 1,021 Retained earnings 3,226 3,876 Currency translation adjustments (95) (95) --------- -------------- Total shareholders' equity 4,254 4,904 --------- -------------- Total capitalization $ 14,341 $ 14,091 --------- -------------- --------- --------------
- ------------ (1) Incorporates acquisition of Cyanamid as of December 1, 1994. See "Recent Developments--Recent Financial Results". (2) Assumes that the Notes are sold at par and does not reflect expenses in connection with the issuance of the Notes offered hereby. The as adjusted capitalization reflects the application of the net proceeds of $900 million from the sale of the Company's South American oral health care product line to reduce Short-Term Notes and the after-tax gain of $650 million on the sale of such product line (which has been reflected in retained earnings). See "Recent Developments--Dispositions of Product Lines, Assets and/or Businesses". BUSINESS The Company is one of the world's largest research-based pharmaceutical and health care products companies and is engaged in the discovery, development, manufacture, distribution and sale of products in three diversified business segments: health care products, agricultural products and food products. Product designations appearing in differentiated type are trademarks. HEALTH CARE PRODUCTS PHARMACEUTICALS The Company's pharmaceutical business is operated primarily through its Wyeth-Ayerst Laboratories ("Wyeth-Ayerst"), Lederle Laboratories ("Lederle") and Lederle-Praxis Biologicals ("Lederle-Praxis") divisions and subsidiaries. The Company also is the majority shareholder in Genetics Institute and Immunex, each a significant biopharmaceutical company focusing on the S-6 discovery of protein-based therapies. In the United States, Wyeth-Ayerst and Lederle products are prescribed more often than those of any other research-based pharmaceutical company. HORMONE REPLACEMENT THERAPY/ORAL CONTRACEPTIVES. Wyeth-Ayerst is the world's largest provider of hormone replacement therapy and oral contraceptive products. Premarin (conjugated estrogens), indicated as a therapy for short-term symptoms of menopause, is used to prevent and treat osteoporosis and is the most frequently prescribed drug in the United States. Wyeth-Ayerst holds the number one position in oral contraceptive products worldwide, with Triphasil (marketed internationally as Trinordiol), Lo/Ovral, Nordette, Tri-Minulet and Minulet. CARDIOVASCULAR. Wyeth-Ayerst's family of cardiac arrhythmia products, Cordarone, Quinidex Extentabs and Sectral, ranks number one in sales and prescriptions in the United States in this category. Other cardiovascular disease therapies are Verelan, Inderal, Inderal LA, Tenex, Isordil, ISMO and Ziac. MENTAL HEALTH. Wyeth-Ayerst has important products in the mental health field including innovative therapies for treating depression, anxiety and related disorders. Effexor was introduced in the United States in 1994 as a novel antidepressant, adding to the Company's established products such as Ativan, Loramet and Serax. ANALGESICS. In the non-steroidal anti-inflammatory drug field, Wyeth-Ayerst offers drugs such as Lodine, Oruvail and Orudis, making the Company a leader in this category in the United States. ANTIBIOTICS AND VACCINES. Lederle has a strong presence in the anti-infective category with antibiotic products such as Suprax, Zosyn (sold internationally as Tazocin), Minocin and Pipracil. Lederle-Praxis and Wyeth-Ayerst combined have a major presence in the discovery, development and marketing of vaccines worldwide. Lederle-Praxis products include Orimune polio vaccine, Tetramune, Pnu-Imune 23 and HibTITER. In the United States, Wyeth-Ayerst is one of the leading suppliers of vaccines for influenza, cholera, typhoid and adenovirus. ANTI-CANCER. Lederle is a recognized manufacturer of anti-cancer agents, with products marketed in North America by Immunex. Major products include Novantrone, Leucovorin calcium, Methotrexate, Thioplex and Leukine. COUGH/ALLERGY. Wyeth-Ayerst is a leader in prescriptions for cough/allergy products in the United States through sales of Phenergan and Dimetane. GENERICS. Lederle Standard Products, Elkins-Sinn and ESI-Pharma, Inc. ("ESI-Pharma") together are a leader in marketing generic versions of major pharmaceuticals. Lederle Standard Products markets gemfibrozil, a generic version of Lopid; alprazolam, the generic version of Xanax; and naproxen, the generic version of Naprosyn; and manufactures cimetidine, the generic version of Tagamet. Wyeth-Ayerst has a significant presence in small-volume parenterals with the Elkins-Sinn line of products and the Tubex Closed Injection System. ESI-Pharma's drug products include medroxyprogesterone acetate, the bioequivalent version of Provera, and norethindrone acetate, the generic version of Norlutate. PEDIATRIC HEALTH CARE. Wyeth-Ayerst is a worldwide leader in developing and marketing scientifically formulated nutritional products for infants and children. Wyeth-Ayerst nutritional products, which are offered without prescription, include SMA infant formula (marketed internationally as S-26), Nursoy soy-based formula, Promil, Bonamil and Progress. ANIMAL HEALTH. Fort Dodge Laboratories markets a broad range of products worldwide and is a major presence in the North American animal vaccine category. In the small animal and equine field, Fort Dodge markets biologicals, vaccines and a range of other products. Fort Dodge and Franklin Laboratories, its over-the-counter (OTC) entity, together with Cyanamid, maintain a leadership position in the dairy and cattle fields with products such as Today, Tomorrow, Cefa-Lak, Cefa-Dri, Pyramid MLV4, Triangle 4 PH/HS, Discovery 4+ PH/Somnus, TrichGuard, Reprotec, S-7 Cydectin, Presponse, Cyblue, Bursavac, Flectron and Renegade. Cyanamid's medicated feed additives include antibacterials, anticoccidials and productivity growth enhancers for livestock. RESEARCH AND DEVELOPMENT. In 1994 the Company invested, on a combined pro forma basis (including Cyanamid), approximately $1 billion on pharmaceutical research and development programs. Wyeth-Ayerst has major discovery programs in the areas of women's health, cardiovascular and metabolic diseases, central nervous system disorders and immuno-inflammatory diseases. Lederle conducts research in most of these areas and has strong programs in oncology and infectious-diseases. Lederle-Praxis is a leader in vaccine research and development. The ability of Genetics Institute and Immunex to use genetic engineering to discover and develop protein-based therapies complements the expertise of Wyeth-Ayerst and Lederle in biology, chemistry and pharmacology. The scope of the Company's medical technology is extended through a growing number of important collaborative arrangements with these and other significant biotechnology companies and with research institutions. MANAGED CARE. Wyeth-Ayerst and Lederle are responding to the increasing importance and influence of pharmaceutical customers such as health maintenance organizations, group purchasing organizations and pharmacy benefit managers. Wyeth-Ayerst and Lederle offer a broad range of branded and generic products that cover most therapeutic areas. Both Wyeth-Ayerst and Lederle continue to establish programs, services and resources to solidify relations with managed care customers. CONSUMER HEALTH CARE Whitehall-Robins Healthcare is a worldwide leader in the research and development, manufacturing and marketing of consumer health care products. Whitehall-Robins is one of the largest consumer health care products companies in the United States. Advil, Whitehall-Robins' leading product, is the largest selling OTC ibuprofen product in the United States and Canada and the second largest selling non-prescription analgesic in the United States. Other Whitehall-Robins products in the analgesic category are the Anacin line, Anadin and Spalt. In the cough/cold/allergy remedy category, Whitehall-Robins holds strong franchises led by Robitussin, the brand most frequently recommended by physicians and pharmacists. Other products in this category are Robitussin Cough Drops, Dimetapp and Advil Cold and Sinus. Lederle's Centrum and Centrum Silver (marketed in Canada as Centrum Select) are the leading products in the United States and Canadian adult mutivitamin category. Centrum, Jr. holds the number two position in the children's vitamin category. FiberCon, a bulk-forming laxative, is the number two brand in the bulk laxative market. The Company is well positioned in the calcium supplement market with its Caltrate brand. The Chap Stick lip balm franchise, Anbesol topical oral analgesic line and Denorex medicated shampoo each maintains a strong presence in its product category. Preparation H is the largest selling hemorrhoidal relief product in the United States, Canada and certain European countries, and Primatene Mist is a leading product in the OTC asthma relief category. Whitehall-Robins' growing investment in research and development is directed at product improvements, line extensions, and converting prescription products to OTC status. Internationally, the Company is developing a growing presence that includes analgesics, digestive remedies, cough medicines, cold remedies and vitamins. MEDICAL SUPPLIES AND DIAGNOSTIC PRODUCTS The Company, through Sherwood Medical Company ("Sherwood"), Davis & Geck, Storz Instrument Company ("Storz"), Quinton Instrument Company ("Quinton"), Acufex Microsurgical Inc. S-8 ("Acufex") and Symbiosis Corp. ("Symbiosis"), manufactures and markets innovative medical devices, supplies and diagnostic products. Sherwood is a major supplier of safety syringes in the United States and markets a complete range of needle and syringe combinations. Its Argyle line is a leader in tubes, catheters, and chest drainage products in the United States. Sherwood's enteral feeding systems and tympanic thermometers hold leading positions in the United States and have experienced sales growth in certain international markets. Davis & Geck is a significant manufacturer of wound closure products. Ophthalmic equipment, pharmaceuticals, instruments and intraocular lenses are marketed under the Storz trademarks in the United States and internationally. Quinton maintains a broad line of cardiopulmonary instrumentation and devices as well as stress testing equipment and cardiac lab data management systems. Acufex manufactures instruments, scopes, fiber optic light sources and video imaging systems for arthroscopic surgical procedures. Symbiosis is a leader in developing and manufacturing innovative disposable laparoscopic and endoscopic surgical products that are supplied to major surgical instrumentation companies for sale to customers. AGRICULTURAL PRODUCTS Through Cyanamid, the Company manufactures and markets herbicides, insecticides and fungicides. It ranks as one of the largest crop protection companies in the world. Cyanamid's key herbicides are based on the unique imidazolinone chemistry that is essentially non-toxic to wildlife and enables growers to effectively control weeds at very low doses. Cyanamid's line of herbicides includes Pursuit, Scepter, Assert, Arsenal and a pendimethalin herbicide marketed as Prowl and Stomp. The product line is being expanded with other proprietary herbicides. Cyanamid sells a leading soil insecticide for corn (Counter) and a broad range of foliar insecticides (Fastac, Masai, Cascade and Aztec), aphicides, acaricides and insect growth regulators. Additionally, Cyanamid markets a range of fungicides, including Acrobat, Delan and Saprol. FOOD PRODUCTS The Company's subsidiaries, American Home Food Products, Inc. and Canadian Home Products Limited, manufacture and market quality foods including some of the most popular brands in North America. The Company has a strong presence in prepared meals and continues to maintain the leading share of the prepared pasta category through sales of its Chef Boyardee line. Dennison's Chili, Ranch Style products and the Luck's brand of peas and beans all contribute to the Company's leadership position in these categories. The Company maintains a significant presence within the food enhancements and snacks categories. Polaner All Fruit is the leader in the fruit juice sweetened spreadable fruit segment. Crunch 'n Munch is the leading brand of glazed popcorn in the United States and Canada. Pam No Stick Cooking Spray is the leading product in its category in the United States and Canada. The Company also manufactures and markets Gulden's spicy brown mustard and Ro*Tel diced tomatoes and green chilies. S-9 DESCRIPTION OF NOTES The following description of the particular terms of the Notes offered hereby (referred to in the Prospectus as the "Offered Debt Securities") supplements and, to the extent inconsistent therewith, replaces, insofar as such description relates to the Notes, the description of the Debt Securities set forth in the Prospectus, to which description reference is hereby made. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Prospectus. GENERAL The Notes are unsecured and unsubordinated obligations of the Company, will rank pari passu with all other unsecured and unsubordinated indebtedness of the Company, and will mature on February , 2000 and February , 2005, respectively. The Notes will bear interest at the rates per annum shown on the cover page of this Prospectus Supplement, payable semi-annually on February , and August of each year (each an "Interest Payment Date") commencing August , 1995 to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on and , as the case may be, next preceding such Interest Payment Date. The Notes will not be redeemable by the Company prior to their stated maturity and will not be entitled to the benefit of a sinking fund. BOOK-ENTRY NOTES The % Notes due 2000 and the % Notes due 2005, respectively, will be issued in the form of global notes (the "Global Notes"). The Global Notes will be deposited with, or on behalf of DTC (the "Depositary"), and registered in the name of the Depositary or a nominee thereof. Unless and until it is exchanged in whole or in part for Notes in definitive form, no Global Note may be transferred except as a whole by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor of such Depositary or a nominee of such successor. The Depositary has advised the Company as follows: The Depositary is a limited purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. The Depositary was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in participants' accounts, thereby eliminating the need for physical movement of securities certificates. The Depositary's participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own the Depositary. Access to the Depositary's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to the Depositary are on file with the Securities and Exchange Commission. A further description of the Depositary's procedures with respect to Global Notes is set forth in the Prospectus under "Description of Debt Securities--Global Securities". S-10 SAME-DAY SETTLEMENT AND PAYMENT Settlement for the Notes will be made by the Underwriters in immediately available funds. All payments of principal and interest will be made by the Company in immediately available funds, so long as DTC continues to make its Same-Day Funds Settlement System available to the Company. Secondary trading in long-term notes and debentures of corporate issuers is generally settled in clearinghouse or next-day funds. In contrast, the Notes will trade in DTC's Same-Day Funds Settlement System, and secondary market trading activity in the Notes will therefore be required by DTC to settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the Notes. UNDERWRITING Subject to the terms and conditions set forth in the Underwriting Agreement, the Company has agreed to sell to each of the Underwriters named below, and each of the Underwriters has severally agreed to purchase, the principal amount of the Notes set forth opposite its name below:
PRINCIPAL AMOUNT (IN MILLIONS) ---------------------- % % NOTES DUE NOTES DUE UNDERWRITER 2000 2005 - ------------------------------------------------------ --------- --------- Goldman, Sachs & Co................................... Bear, Stearns & Co. Inc............................... Merrill Lynch, Pierce, Fenner & Smith Incorporated.... J.P. Morgan Securities Inc............................ Morgan Stanley & Co. Incorporated..................... Total...........................................
Under the terms and conditions of the Underwriting Agreement, the Underwriters are committed to take and pay for all of the Notes, if any are taken. The Underwriters propose to offer the Notes in part directly to the public at the initial public offering price set forth on the cover page of this Prospectus Supplement and in part to certain securities dealers at such price less a concession of % and % of the principal amount of the % Notes due 2000 and the % Notes due 2005, respectively. The Underwriters may allow, and such dealers may reallow, a concession not to exceed % of the principal amount of the Notes to certain brokers and dealers. After the Notes are released for sale to the public, the public offering price and other selling terms may from time to time be varied by the Underwriters. The Notes are a new issue of securities with no established trading market. The Company has been advised by the Underwriters that the Underwriters intend to make a market in the Notes but are not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Notes. The Company has agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933. S-11 PROSPECTUS $3,500,000,000 AMERICAN HOME PRODUCTS CORPORATION DEBT SECURITIES American Home Products Corporation (the "Company") may offer and issue from time to time in one or more series debt securities (the "Debt Securities") with an initial offering price not to exceed $3,500,000,000 (or the equivalent in foreign denominated currency or currency units based on or relating to foreign currencies, including European Currency Units). The Company will offer Debt Securities to the public on terms determined by market conditions. Debt Securities may be issuable in registered form without coupons or in bearer form with or without coupons attached. Debt Securities may be sold for U.S. dollars, foreign denominated currency or currency units; principal of and any interest on Debt Securities may likewise be payable in U.S. dollars, foreign denominated currency or currency units--in each case, as the Company specifically designates. The accompanying Prospectus Supplement sets forth the specific designation, aggregate principal amount, purchase price, maturity, interest rate (or manner of calculation thereof), time of payment of interest (if any), listing (if any) on a securities exchange and any other specific terms of the Debt Securities and the name of and compensation to each dealer, underwriter or agent (if any) involved in the sale of the Offered Debt Securities (as defined herein). The managing underwriters with respect to each series sold to or through underwriters will be named in the accompanying Prospectus Supplement. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Debt Securities may be offered through dealers, underwriters or agents designated from time to time, as set forth in the accompanying Prospectus Supplement. Net proceeds to the Company will be the purchase price in the case of a dealer, the public offering price less discount in the case of an underwriter or the purchase price less commission in the case of an agent--in each case, less other expenses attributable to issuance and distribution. The Company may also sell Debt Securities directly to investors on its own behalf. In the case of sales made directly by the Company, no commission will be payable. See "Plan of Distribution" for possible indemnification arrangements for dealers, underwriters and agents. ------------------- The date of this Prospectus is January 30, 1995 ------------------- IN CONNECTION WITH THIS OFFERING OF CERTAIN DEBT SECURITIES, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF SUCH DEBT SECURITIES OR OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. ------------------- AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or at its Regional Offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048, and copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such material can also be inspected at the office of The New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, on which certain of the Company's securities are listed. The Prospectus constitutes a part of a Registration Statement on Form S-3 (referred to herein, including all amendments and exhibits, as the "Registration Statement") which the Company has filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does not contain all of the information contained in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Reference is hereby made to the Registration Statement and related exhibits for further information with respect to the Company and the Securities. The Registration Statement may be inspected at the public reference facilities maintained by the Commission at the addresses set forth in the proceeding paragraph. Statements contained herein concerning the provisions of any document filed as an Exhibit to the Registration Statement are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. ------------------- 2 INCORPORATION OF DOCUMENTS BY REFERENCE The following documents have been filed by the Company with the Commission and are incorporated herein by reference: (1) the Company's Annual Report on Form 10-K for the year ended December 31, 1993; (2) the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1994; and (3) the Company's Current Reports on Form 8-K dated August 4, 1994, August 17, 1994 and December 6, 1994, respectively. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of any series of Debt Securities shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Copies of the above documents (excluding exhibits) may be obtained upon request by persons to whom this Prospectus is delivered without charge from the Secretary of the Company, Five Giralda Farms, Madison, New Jersey 07940 (telephone number 201-660-5000). 3 THE COMPANY American Home Products Corporation (the "Company") is engaged in the discovery, development, manufacture, distribution and sale of a diversified line of products in three business segments: health care products, agricultural products and food products. In late 1994, the Company acquired American Cyanamid Company ("Cyanamid"), a diversified health care and agricultural products company. The Company's health care products operations are conducted primarily through the following divisions and subsidiaries: Wyeth-Ayerst is a worldwide discoverer, developer, manufacturer and marketer of ethical pharmaceuticals, with major products in such categories as female health care, cardiovascular products, infant formulas, injectable products, anti-inflammatory agents, psychotropic products, and prescription cough/cold/allergy products. Lederle Laboratories is a worldwide manufacturer and marketer of branded and generic ethical pharmaceuticals, biologicals and consumer health care products, with major products in such categories as anti-infectives, anticancer agents, cardiovascular products, vaccines and vitamins. Whitehall-Robins is a developer, manufacturer and/or marketer of ethical pharmaceuticals, over-the-counter medications, personal care products and other brand name consumer products in the U.S. and internationally. Sherwood Medical Company develops, manufactures and markets medical devices and clinical laboratory products worldwide. In addition, the Company, through its Storz Ophthalmics, Acufex Microsurgical, Davis & Geck, Quinton Instrument and Symbiosis subsidiaries, also develops, manufactures and markets medical devices worldwide. Fort Dodge Laboratories, along with Cyanamid's animal health business, discovers, develops, manufactures and markets animal biologicals, pharmaceuticals and feed additives in the U.S. and internationally. The Company holds majority interests in Genetics Institute, Inc., and Immunex Corporation, each a significant biopharmaceutical company. The Company's agricultural products business is concentrated in the crop protection and vegetation and pest control areas and encompasses herbicides, including imidazolinone herbicides, insecticides, fungicides and plant growth regulators. The Company's food products operations are conducted through its American Home Food Products subsidiary which manufactures and markets entrees, side dishes, spreadable fruit products, snacks and other food products in the U.S. and Canada. The Company was incorporated in the State of Delaware in 1926 and maintains its principal offices at Five Giralda Farms, Madison, New Jersey 07940 (telephone number 201-660-5000). RECENT DEVELOPMENTS - --ACQUISITION OF AMERICAN CYANAMID COMPANY In late 1994, the Company acquired all of the outstanding common stock of Cyanamid pursuant to a tender offer (the "Offer") and subsequent merger of a subsidiary of the Company with Cyanamid (the "Merger", and together with the Offer, the "Acquisition"). In connection with the Acquisition, the Company and certain of its subsidiaries entered into two credit agreements with a syndicate of lenders led by Chemical Bank, as administrative agent, whereby the lenders agreed to lend the Company and certain of its subsidiaries an aggregate of up to $10.0 billion (the "Credit Facilities"). The Credit Facilities consist of a $7.0 billion, 364-day facility and a $3.0 billion, five-year facility. The 364-day facility is renewable for additional 364-day periods with the consent of the majority lenders thereunder in amounts equal to the aggregate commitments of the consenting lenders and replacement lenders, if any. The proceeds of the Credit Facilities may be used by the borrowers (i) as a back-up for privately placed short-term notes, and (ii) for the Company's general corporate and working capital purposes. The Credit Facilities contain various customary covenants, representations, warranties, conditions and default provisions and a financial covenant under which the Company's ratio of adjusted indebtedness to adjusted capitalization may not exceed .76:1 4 through (but excluding) December 31, 1996, which maximum allowable ratio declines to .65:1 by December 31, 1998. The aggregate purchase price to acquire all of the Cyanamid shares at $101 per share pursuant to the Acquisition and to pay related fees and expenses was approximately $9.6 billion. The Acquisition was initially financed through the sale by the Company and certain of its subsidiaries of privately placed short-term notes supported by the Credit Facilities ("the Notes"), and with the Company's general corporate funds. In connection with financing the Acquisition, in October 1994 the Company entered into $4.75 billion notional amount of simple, unleveraged, intermediate tenor interest rate swaps, the effect of which is to convert floating rate obligations to fixed rate obligations. While the Notes are due within one year, the Company intends to classify such notes as long-term debt in its financial statements because it intends, and has the ability, to refinance these obligations for a period greater than one-year from the date of its financial statements through (i) the issuance of the Debt Securities, (ii) by the issuance of additional privately placed short-term notes; or (iii) the use of the Credit Facilities. - --SALE OF ORAL HEALTH BUSINESS On January 10, 1995, the Company completed the sale of its South American oral health business to Colgate-Palmolive Company for an aggregate purchase price of $1.04 billion. Also included in the sale were the Company's oral health businesses in Hungary, Greece and Taiwan. The South American oral health business had sales of approximately $290 million in 1994. Its products include toothpastes, toothbrushes, dental floss and mouth rinse, sold primarily under the Kolynos trademark with the largest market being Brazil and other significant markets in Argentina, Colombia, Peru and Uruguay. The proceeds are being used primarily to repay a portion of the Notes. RATIO OF EARNINGS TO FIXED CHARGES
NINE MONTHS ENDED YEAR ENDED DECEMBER 31, SEPTEMBER 30, ------------------------------------ 1994 1993 1992 1991 1990 1989 ------------- ---- ---- ---- ---- ---- Ratio of earnings to fixed charges................. 22 23 28 36 13 24
For the purposes of computing these ratios, "earnings" consist of income before income taxes and accounting changes, minority interests in earnings or losses of consolidated subsidiaries and fixed charges. Fixed charges for the purpose of calculating the ratios of earnings to fixed charges consist principally of interest expense, and that portion of rentals representative of an interest factor. On a pro forma basis, after giving effect to the Acquisition and Acquisition related matters and assuming the Acquisition had taken place on January 1, 1993, the ratio of earnings to fixed charges would have been 2.9 for the nine months ended September 30, 1994 and, excluding the impact of certain one-time charges in the historical financial statements of Cyanamid (the write-off of acquired in-process research of Immunex Corporation, a majority owned subsidiary, and a Cyanamid restructuring charge incurred in 1993--see Note 3 to Cyanamid's 1993 financial statements), 2.7 for the year ended December 31, 1993. Including these charges, the pro forma ratio of earnings to fixed charges would be 2.1 for the year ended December 31, 1993. USE OF PROCEEDS Except as otherwise described in the applicable Prospectus Supplement, the Company intends to use the net proceeds from the sale of the Debt Securities for repayment of indebtedness, including certain of the Notes issued in connection with the Acquisition. 5 DESCRIPTION OF DEBT SECURITIES The Debt Securities will be issued under an Indenture dated as of April 10, 1992, as amended on October 13, 1992 (the "Indenture") between the Company and Chemical Bank (successor to Manufacturers Hanover Trust Company) as trustee (the "Trustee"), a copy of which is incorporated by reference as an exhibit to the Registration Statement of which this Prospectus is a part. The following summaries of certain provisions of the Indenture and the Debt Securities do not purport to be complete and such summaries are subject to the detailed provisions of the Indenture to which reference is hereby made for a full description of such provisions, including the definition of certain terms used herein, and for other information regarding the Debt Securities. Numerical references in parentheses below are to sections in the Indenture. Wherever particular sections or defined terms of the Indenture are referred to, such sections or defined terms are incorporated herein by reference as part of the statement made, and the statement is qualified in its entirety by such reference. The Debt Securities offered by this Prospectus and the accompanying Prospectus Supplement are referred to herein as the "Offered Debt Securities." GENERAL The Debt Securities will be unsecured and unsubordinated and will rank Pari Passu with all other unsecured and unsubordinated indebtedness of the Company. The Indenture does not limit the aggregate principal amount of Debt Securities which can be issued thereunder. The Indenture provides that Debt Securities may be issued from time to time in one or more series and may be denominated and payable in foreign currencies or units based on or relating to foreign currencies, including European Currency Units ("ECUs"). Special United States federal income tax considerations applicable to any Debt Securities so denominated shall be described in the relevant Prospectus Supplement or Pricing Supplement. Reference is made to the Prospectus Supplement for the following terms of and information relating to the Offered Debt Securities (to the extent such terms are applicable to such Debt Securities): (i) the specific designation, aggregate principal amount, purchase price and denomination; (ii) currency or units based on or relating to currencies in which such Offered Debt Securities are denominated and/or in which principal (and premium, if any) and/or any interest will or may be payable; (iii) date or dates of maturity; (iv) interest rate or rates (or the method by which such rate or rates will be determined), if any; (v) the dates on which any such interest will be payable; (vi) the place or places where the principal of, premium, if any, and interest, if any, on the Offered Debt Securities will be payable; (vii) any redemption, repayment or sinking fund provisions; (viii) whether the Offered Debt Securities will be issuable in registered form or bearer form ("Bearer Debt Securities") or both and, if Bearer Debt Securities are issuable, any restrictions applicable to the exchange of one form for another and to the offer, sale and delivery of Bearer Debt Securities; (ix) any applicable United States federal income tax consequences, including whether and under what circumstances the Company will pay additional amounts on Offered Debt Securities held by a person who is not a U.S. person (as defined in the Prospectus Supplement) in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Offered Debt Securities rather than pay such additional amounts; and (x) any other specific terms of the Offered Debt Securities, including any additional events of default or covenants provided for with respect to such Offered Debt Securities, and any terms which may be required by or advisable under applicable laws or regulations. Debt Securities may be presented for exchange and registered Debt Securities may be presented for transfer in the manner, at the places and subject to the restrictions set forth in the Debt Securities and the Prospectus Supplement. Such services will be provided without charge, other than any tax or other governmental charge payable in connection therewith, but subject to the limitations provided in 6 the Indenture. Debt Securities in bearer form and the coupons, if any, pertaining thereto will be transferable by delivery. Debt Securities will bear interest at a fixed rate or a floating rate. Debt Securities bearing no interest or interest at a rate that at the time of issuance is below the prevailing market rate will be sold at a discount below their stated principal amount. Special United States federal income tax considerations applicable to any such discounted Debt Securities or to certain Debt Securities issued at par which are treated as having been issued at a discount for United States federal income tax purposes are described in the relevant Prospectus Supplement. Debt Securities may be issued, from time to time, with the principal amount payable on any principal payment date, or the amount of interest payable on any interest payment date, to be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such Debt Securities may receive a principal amount on any principal payment date, or a payment of interest on any interest payment date, that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value on such dates of the applicable currency, commodity, equity index or other factor. Information as to the methods for determining the amount of principal or interest payable on any date, the currencies, commodities, equity indices or other factors to which the amount payable on such date is linked and certain additional tax considerations will be set forth in the applicable Prospectus Supplement or Pricing Supplement. GLOBAL SECURITIES The registered Debt Securities of a series may be issued in the form of one or more fully registered global securities (a "Registered Global Security") that will be deposited with a depositary (a "Depositary") or with a nominee for a Depositary identified in the Prospectus Supplement relating to such series and registered in the name of the Depositary or a nominee thereof. In such case, one or more Registered Global Securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal amount of outstanding registered Debt Securities of the series to be represented by such Registered Global Security or Securities. Unless and until it is exchanged in whole for Debt Securities in definitive registered form, a Registered Global Security may not be transferred except as a whole by the Depositary for such Registered Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor of such Depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any portion of a series of Debt Securities to be represented by a Registered Global Security will be described in the Prospectus Supplement relating to such series. The Company anticipates that the following provisions will apply to all depositary arrangements. Ownership of beneficial interests in a Registered Global Security will be limited to persons that have accounts with the Depositary for such Registered Global Security ("participants") or persons that may hold interests through participants. Upon the issuance of a Registered Global Security, the Depositary for such Registered Global Security will credit, on its book-entry registration and transfer system, the participants' accounts with the respective principal amounts of the Debt Securities represented by such Registered Global Security beneficially owned by such participants. The accounts to be credited shall be designated by any dealers, underwriters or agents participating in the distribution of such Debt Securities. Ownership of beneficial interests in such Registered Global Security will be shown on, and the transfer of such ownership interests will be effected only through, records maintained by the Depositary for such Registered Global Security (with respect to interests of participants) and on the records of participants (with respect to interests of persons holding through participants). The laws of some states may require that certain purchasers of securities take physical delivery of such securities 7 in definitive form. Such limits and such laws may impair the ability to own, transfer or pledge beneficial interests in Registered Global Securities. So long as the Depositary for a Registered Global Security, or its nominee, is the registered owner of such Registered Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Debt Securities represented by such Registered Global Security for all purposes under the Indenture. Except as set forth below, owners of beneficial interest in a Registered Global Security will not be entitled to have their Debt Securities represented by such Registered Global Security registered in their names, will not receive or be entitled to receive physical delivery of such Debt Securities in definitive form and will not be considered the owners or holders thereof under the Indenture. Accordingly, each person owning a beneficial interest in a Registered Global Security must rely on the procedures of the Depositary for such Registered Global Security and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the Indenture. The Company understands that under existing industry practices, if the Company requests any action of holders or if an owner of a beneficial interest in a Registered Global Security desires to give or take any action which a holder is entitled to give or take under the Indenture, the Depositary for such Registered Global Security would authorize the participants holding the relevant beneficial interests to give or take such action, and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners holding through them. Principal, premium, if any, and interest payments, if any, on Debt Securities represented by a Registered Global Security registered in the name of a Depositary or its nominee will be made to such Depositary or its nominee, as the case may be, as the registered owner of such Registered Global Security. None of the Company, the Trustee or any other agent of the Company or agent of the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in such Registered Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company expects that the Depositary for any Debt Securities represented by a Registered Global Security, upon receipt of any payment of principal, premium or interest in respect of such Registered Global Security, will immediately credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in such Registered Global Security as shown on the records of such Depositary. The Company also expects that payments by participants to owners of beneficial interests in such Registered Global Security held through such participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of such participants. If the Depositary for any Debt Securities represented by a Registered Global Security is at any time unwilling or unable to continue as Depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor Depositary registered as a clearing agency under the Exchange Act is not appointed by the Company within 90 days, the Company will issue such Debt Securities in definitive form in exchange for such Registered Global Security. In addition, the Company may at any time and in its sole discretion determine not to have any of the Debt Securities of a series represented by one or more Registered Global Securities and, in such event, will issue Debt Securities of such series in definitive form in exchange for all of the Registered Global Security or Securities representing such Debt Securities. Any Debt Securities issued in definitive form in exchange for a Registered Global Security will be registered in such name or names as the Depositary shall instruct the Trustee. It is expected that such instructions will be based upon directions received by the Depositary from participants with respect to ownership of beneficial interests in such Registered Global Security. 8 The Debt Securities of a series may also be issued in the form of one or more bearer global Debt Securities (a "Bearer Global Security") that will be deposited with a common depositary for Euro-clear and CEDEL, or with a nominee for such depositary identified in the Prospectus Supplement relating to such series. The specific terms and procedures, including the specific terms of the depositary arrangement, with respect to any portion of a series of Debt Securities to be represented by a Bearer Global Security will be described in the Prospectus Supplement relating to such series. RESTRICTIVE COVENANTS Limitation On Liens. The Indenture provides with respect to each series of Debt Securities that, unless the terms of such series of Debt Securities provide otherwise, the Company will not create or assume, or permit any Restricted Subsidiary to create or assume, any mortgage, pledge, security interest or lien ("Mortgage") of or upon any Principal Property or any shares of capital stock or indebtedness of any Restricted Subsidiary, unless the Debt Securities of such series are secured by such Mortgage equally and ratably with all other indebtedness thereby secured. Such covenant does not apply to (a) Mortgages on any Principal Property, shares of stock or indebtedness of any corporation existing at the time such corporation becomes a Restricted Subsidiary, (b) Mortgages on any Principal Property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date of the Indenture which are created or assumed contemporaneously with such acquisition, construction or improvement or within 120 days after the latest of the acquisition, completion of construction (including any improvement on any existing property) or commencement of commercial operation of such property, (c) Mortgages on any Principal Property or shares of stock or indebtedness acquired from a corporation merged with or into the Company or a Restricted Subsidiary, (d) Mortgages on any Principal Property to secure indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary, (e) Mortgages on any Principal Property in favor of the United States of America or any State thereof or The Commonwealth of Puerto Rico or any political subdivision thereof to secure progress or other payments or to secure indebtedness incurred for the purpose of financing the cost of acquiring, constructing or improving such Principal Property (including Mortgages incurred in connection with pollution control, industrial revenue, Title XI maritime financings or similar financings), (f) Mortgages existing on the date of the Indenture and (g) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Mortgage referred to in the foregoing clauses (a) to (f), inclusive. (Section 3.6) Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may, without securing the Debt Securities of any series, create or assume Mortgages (which would otherwise be subject to the foregoing restrictions) securing indebtedness in an aggregate amount which, together with all other Exempted Debt (as defined) of the Company and its Restricted Subsidiaries, does not at the time exceed 10% of the Company's consolidated net tangible assets (defined in the indenture as total assets less current liabilities and intangible assets). (Section 3.6) Sale And Lease-Back Transactions. The Indenture provides with respect to each series of Debt Securities that, unless the terms of such series of Debt Securities provide otherwise, Sale and Lease-Back Transactions (as defined) by the Company or any Restricted Subsidiary of any Principal Property are prohibited except in the event that (a) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Mortgage on the Principal Property to be leased equal in amount to the Attributable Debt (as defined) with respect to such Sale and Lease-Back Transaction without equally or ratably securing the Securities of such series; or (b) the Company applies an amount equal to the fair value of the property sold to the purchase of Principal Property or to the retirement of Long-Term Indebtedness (as defined)of the Company within 120 days of the effective date of any such Sale and Lease-Back Transaction. In lieu of applying such amount to such retirement the Company may deliver Debt Securities to the Trustee for cancellation, such Debt Securities to be credited at the cost thereof to the Company. (Section 3.7) 9 Notwithstanding the foregoing, the Company or any Restricted Subsidiary may enter into any Sale and Lease-Back Transaction (which would otherwise be subject to the foregoing restrictions) as long as the Attributable Debt resulting from such Sale and Lease-Back Transaction, together with all other Exempted Debt of the Company and its Restricted Subsidiaries, does not at the time exceed 10% of the Company's consolidated net tangible assets. (Section 3.7) The term "Principal Property" means the Company's principal office building and each manufacturing plant or research facility located within the territorial limits of the States of the United States of America or The Commonwealth of Puerto Rico (but not within any other territorial possession) of the Company or a Subsidiary except such as the Board of Directors by resolution reasonably determines (taking into account, among other things, the importance of such property to the business, financial condition and earnings of the Company and its consolidated Subsidiaries taken as a whole) not to be a Principal Property. (Section 1.01) The term "Subsidiary" means any corporation (other than Genetics Institute, Inc.) the outstanding securities of which having ordinary voting power to elect a majority of the board of directors of such corporation are at the time owned or controlled by the Company or by one or more Subsidiaries or by the Company and one or more Subsidiaries, other than a Subsidiary which is engaged primarily in financing receivables, making loans, extending credit, providing financing from foreign sources or other activities of a character conducted by a finance company. The term "Restricted Subsidiary" means any Subsidiary which owns a Principal Property. (Section 1.01) Consolidation, Merger And Sale Of Assets. The Company may not consolidate with, merge into, or sell or convey its property and assets substantially as an entirety to another entity unless the successor entity assumes all the obligations of the Company under the Indenture and the Debt Securities and after giving effect thereto, no default or Event of Default shall have occurred and be continuing and such successor entity shall be incorporated under the laws of the United States or any State. Thereafter, except in the case of a conveyance by way of lease, all such obligations of the Company shall terminate. (Section 9.1) The Indenture further provides with respect to each series of Debt Securities that, unless the terms of such series of Debt Securities provide otherwise, the Company will not, and will not permit any Restricted Subsidiary to, merge or consolidate with another corporation, or sell all or substantially all of its assets to another corporation for a consideration other than the fair value thereof in cash, if such other corporation has outstanding obligations secured by a mortgage which, after such transaction, would extend to any Principal Property owned by the Company or such Restricted Subsidiary prior to such transaction, unless the Company or such Restricted Subsidiary shall have effectively provided that the Debt Securities of such series will be secured by a mortgage which, upon completion of the aforesaid transaction, will rank prior to such mortgage of such other corporation on any Principal Property. (Section 3.6) The provisions of the Indenture do not afford holders of the Debt Securities protection in the event of a highly leveraged or other transaction involving the Company that may adversely affect holders of the Debt Securities. EVENTS OF DEFAULT An Event of Default with respect to Debt Securities of any series is defined under the Indenture as being: (a) default in payment of any principal of the Debt Securities of such series, either at maturity, upon any redemption, by declaration or otherwise; (b) default for 30 days in payment of any interest on any Debt Securities of such series; (c) default for 90 days after written notice in the observance or performance of any other covenant or agreement in the Debt Securities of such series or the Indenture; (d) certain events of bankruptcy, insolvency or reorganization; or (e) any other Event of Default provided for in the Debt Securities of such series or in the supplemental indenture creating such Debt Securities. (Section 5.1) 10 The Indenture provides that (i) if an Event of Default described in the foregoing clauses (a), (b), (c) or (e) (if the Event of Default under clause (c) or (e) is with respect to less than all series of Debt Securities then outstanding) shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in principal amount of the Debt Securities of all affected series (treated as one class) then outstanding may then declare the principal of all Debt Securities of all such affected series and interest accrued thereon to be due and payable immediately; and (ii) if an Event of Default described in the foregoing clauses (d), (c) or (e) (if the Event of Default under clause (c) or (e) is with respect to all series of Debt Securities then outstanding) shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in principal amount of all Debt Securities then outstanding (treated as one class) may declare the principal of all Debt Securities and interest accrued thereon to be due and payable immediately, but upon certain conditions such declarations may be annulled and past defaults may be waived (except a continuing default in payment of principal of or interest on such Debt Securities) by the holders of a majority in principal amount of the Debt Securities of all such affected series then outstanding. (Section 5.1) Subject to certain limitations, the holders of a majority in principal amount of the outstanding Debt Securities (treated as one class) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee. (Section 5.9) The Indenture provides that no holder of Debt Securities may institute any action under the Indenture (except actions for payment of overdue principal or interest) unless such holder previously shall have given to the Trustee written notice of default and continuance thereof and unless the holders of not less than 25% in principal amount of the Debt Securities of each affected series (treated as one class) then outstanding shall have requested the Trustee to institute such action and shall have offered the Trustee reasonable indemnity, the Trustee shall not have instituted such action within 60 days of such request and the Trustee shall not have received direction inconsistent with such written request by the holders of a majority in principal amount of the Debt Securities of each affected series (treated as one class). (Section 5.6) The Indenture contains a covenant that the Company will file annually with the Trustee a certificate of no default or a certificate specifying any default that exists. (Section 3.5) DEFEASANCE The Indenture provides that, with respect to each series of Debt Securities, unless the terms of such series of Debt Securities provide otherwise, the Company shall be discharged from its obligations under the Debt Securities of such series if the Company irrevocably deposits with the Trustee in trust (i) cash, or (ii) in the case of any series of Debt Securities the payments on which may only be made in Dollars (as defined), U.S. Government Obligations (as defined), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (iii) any combination thereof, sufficient, in the opinion of a nationally recognized firm of independent accountants to pay when due the principal and interest on all Debt Securities of such series and any mandatory sinking fund payments provided that certain other conditions are met. These conditions include the delivery to the Trustee of an opinion of counsel to the effect that the Holders of the Debt Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred. Upon such discharge, the provisions of the Indenture with respect to the Debt Securities of such series shall no longer be in effect except for certain rights, including registration of transfer and exchange of Debt Securities of such series and substitution of mutilated, defaced, destroyed, lost or stolen Debt Securities. (Section 10.1) 11 The Company will be released from its obligations with respect to the covenants relating to the limitation on liens and sale and lease-back transactions and the restriction on consolidations, mergers and sale of assets with respect to the Debt Securities on and after the date the conditions set forth below are satisfied ("covenant defeasance"). Covenant defeasance means that, with respect to the outstanding Debt Securities of any series, the Company may omit to comply with and will have no liability in respect of any term, condition or limitation with respect to such provisions of the Indenture and such omission to comply shall not constitute an Event of Default, but the other terms of the Indenture and such Debt Securities shall be unaffected thereby. The following are the conditions to covenant defeasance: (a) the Company has irrevocably deposited or caused to be deposited with the Trustee in trust (i) cash, or (ii) in the case of any series of Debt Securities the payments on which may only be made in Dollars, U.S. Government Obligations maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants to pay when due (A) the principal and interest on all Debt Securities of such series and (B) any mandatory sinking fund payments; (b) no Event or Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Debt Securities shall have occurred and be continuing on the date of such deposit; and (c) certain other customary conditions. (Section 10.1) MODIFICATION OF THE INDENTURE The Indenture provides that the Company and the Trustee may enter into supplemental indentures without the consent of the holders of Debt Securities to: (a) secure any Debt Securities, (b) evidence the assumption by a successor corporation of the obligations of the Company, (c) add covenants for the protection of the holders of Debt Securities, (d) cure any ambiguity or correct any inconsistency in the Indenture, (e) establish the forms or terms of Debt Securities of any series and (f) evidence the acceptance of appointment by a successor trustee. (Section 8.1) The Indenture also contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in principal amount of Debt Securities of each series then outstanding and affected, to add any provisions to, or change in any manner or eliminate any of the provisions of, the Indenture or modify in any manner the rights of the holders of the Debt Securities of each series so affected; provided that the Company and the Trustee may not, without the consent of the holder of each outstanding Debt Security affected thereby, (a) extend the final maturity of the principal of any Debt Security or reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon or reduce any amount payable on the redemption thereof or change the currency in which the principal thereof (including any amount in respect of original issue discount) or interest thereon is payable or reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy or alter certain provisions of the Indenture relating to Debt Securities not denominated in U.S. dollars or impair the right to institute suit for the enforcement of any payment on any Debt Security when due, (b) reduce the aforesaid percentage in principal amount of Debt Securities of any series, the consent of the holders of which is required for any such modification or (c) modify any of the foregoing provisions except to increase the aforesaid percentage or to provide that other provisions of the Indenture may not be amended or waived without the consent of the holder of each outstanding Debt Security affected thereby. (Section 8.2) THE TRUSTEE The Trustee, Chemical Bank, is the administrative agent under the Credit Facilities, and a lending bank for $290 million thereunder. In addition, the Trustee performs various other services for the Company, including acting as a placement agent (through its affiliate Chemical Securities Inc.) with respect to a portion of the Notes and as the issuance and paying agent with respect to all such Notes, and as registrar and transfer agent of the Company's Common Stock. In connection with the Acquisition, the Trustee acted as depositary for the Offer and is the paying agent with respect to the Merger. 12 PLAN OF DISTRIBUTION The Company may sell the Debt Securities being offered hereby in four ways: (i) directly to purchasers, (ii) through agents, (iii) through underwriters and (iv) through dealers. Offers to purchase Debt Securities may be solicited by agents designated by the Company from time to time. Any such agent, who may be deemed to be an underwriter as that term is defined in the Securities Act, involved in the offer or sale of the Debt Securities in respect of which this Prospectus is delivered will be named, and any commissions payable by the Company to such agent set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment and the Company will enter into a distribution agreement with such agents. Agents may be entitled under agreements which may be entered into with the Company to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for the Company in the ordinary course of business. If any underwriters are utilized in the sale, the Company will enter into an underwriting agreement with such underwriters at the time of sale to them and the names of the underwriters and the terms of the transaction will be set forth in the Prospectus Supplement, which will be used by the underwriters to make resales of the Debt Securities in respect of which this Prospectus is delivered to the public. The underwriters may be entitled, under the relevant underwriting agreement, to indemnification by the Company against certain liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for the Company in the ordinary course of business. If a dealer is utilized in the sale of the Debt Securities in respect of which this Prospectus is delivered, the Company will sell such Debt Securities to the dealer, as principal. The dealer may then resell such Debt Securities to the public at varying prices to be determined by such dealer at the time of resale. Dealers may be entitled to indemnification by the Company against certain liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for the Company in the ordinary course of business. If so indicated in the Prospectus Supplement, the Company will authorize agents, underwriters and/or dealers to solicit offers by certain purchasers to purchase Offered Debt Securities from the Company at the public offering price set forth in the Prospectus Supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be subject only to those conditions set forth in the Prospectus Supplement, and the Prospectus Supplement will set forth the commission payable for solicitation of such offers. LEGAL MATTERS Louis L. Hoynes, Jr., Senior Vice President and General Counsel of the Company, is passing upon the legality of the Debt Securities. On behalf of dealers, underwriters and/or agents, Willkie Farr & Gallagher is passing upon certain legal matters in connection with the offering of the Debt Securities. Willkie Farr & Gallagher has in the past represented and continues to represent the Company in a variety of matters. Mr. Hoynes is the beneficial owner of 348 shares of the Company's common stock and holds options to acquire 95,000 shares which are exercisable within 60 days. In addition, Mr. Hoynes is a participant in various compensation plans of the Company, including the Management Incentive Plan, that provide for the issuance of equity securities of the Company. EXPERTS The consolidated financial statements of the Company at December 31, 1993 and 1992 and for each of the three years in the period ended December 31, 1993, appearing in its Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated in this Prospectus by reference, 13 have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto and incorporated by reference herein. The financial statements referred to above are included in reliance upon the report of said firm and upon the authority of said firm as experts in auditing and accounting. The consolidated financial statements of Cyanamid and its subsidiaries as of December 31, 1993 and 1992, and for each of the years in the three-year period ended December 31, 1993, incorporated by reference in the Company's Report on Form 8-K dated December 6, 1994, are incorporated by reference herein and in the Registration Statement, in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP covering the December 31, 1993 financial statements refers to the adoption of the provisions of Statements of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions", and No. 109, "Accounting for Income Taxes", effective January 1, 1993. 14 - ------------------------------------------- -------------------------------- - ------------------------------------------- -------------------------------- NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTA- AMERICAN HOME PRODUCTS TIONS OTHER THAN THOSE CONTAINED IN THE PRO- SPECTUS SUPPLEMENT OR THE PROSPECTUS AND, CORPORATION IF GIVEN OR MADE, SUCH INFORMATION OR REPRE- SENTATIONS MUST NOT BE RELIED UPON AS HAV- ING BEEN AUTHORIZED. THIS PROSPECTUS SUP- PLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATIO $500,000,000 OF AN OFFER TO BUY ANY SECURITIES OTHER THAN % NOTES DUE FEBRUARY , 2000 THE SECURITIES DESCRIBED IN THIS PROSPECTUS $500,000,000 SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITA % NOTES DUE FEBRUARY , 2005 TION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICI- TATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUN- DER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE ------------------- THE DATE HEREOF OR THAT THE INFORMATION CON- TAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION. [INSERT AHP LOGO] ------------------- ------------------- TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PAGE ---- The Company.......................... S-2 Recent Developments.................. S-2 Use of Proceeds...................... S-3 Selected Pro Forma Consolidated Financial Information................ S-4 Selected Consolidated Financial Information.......................... S-5 GOLDMAN, SACHS & CO. Capitalization....................... S-6 Business............................. S-6 BEAR, STEARNS & CO. INC. Description of Notes................. S-10 Underwriting......................... S-11 MERRILL LYNCH & CO. PROSPECTUS J.P. MORGAN SECURITIES INC. Available Information................ 2 Incorporation of Documents MORGAN STANLEY & CO. by Reference....................... 3 INCORPORATED The Company.......................... 4 Ratio of Earnings to Fixed Charges... 5 Use of Proceeds...................... 5 Description of Debt Securities....... 6 Plan of Distribution................. 13 Legal Matters........................ 13 Experts.............................. 13 - ------------------------------------------- -------------------------------- - ------------------------------------------- -------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----