-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VAiH75GfukAHC9FoDKnkaMOZ5EReZECBHjBReudn2EdZIsj9YjSUWHlPwoG2G2U/ MJBD6h41/IyMHd0XasBySg== 0001209191-09-049101.txt : 20091019 0001209191-09-049101.hdr.sgml : 20091019 20091019172045 ACCESSION NUMBER: 0001209191-09-049101 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091015 FILED AS OF DATE: 20091019 DATE AS OF CHANGE: 20091019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WYETH CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9736605000 MAIL ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOME PRODUCTS CORP DATE OF NAME CHANGE: 20020308 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOME PRODUCTS CORP DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAHADY JOSEPH M CENTRAL INDEX KEY: 0001187302 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01225 FILM NUMBER: 091126563 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-10-15 1 0000005187 WYETH WYE 0001187302 MAHADY JOSEPH M 5 GIRALDA FARMS MADISON NJ 07940 0 1 0 0 Sr. VP & Pres., Wyeth Pharma. Common Stock 2009-10-15 4 D 0 63491 D 0 D Common Stock (401(k)) 2009-10-15 4 D 0 6902.88 D 0 I By 401(k) Plan Common Stock (Restricted Stock Trust) 2009-10-15 4 D 0 203820.52 D 0 I Restricted Stock Trust Contingent Stock Award (Retirement) 2009-10-15 4 D 0 8014.8503 D Common Stock 8014.8503 0 D Employee Stock Option 56.5938 2009-10-15 4 D 0 76500 0.00 D Common Stock 76500 0 D Employee Stock Option 56.525 2009-10-15 4 D 0 76500 0.00 D Common Stock 76500 0 D Employee Stock Option 60.705 2009-10-15 4 D 0 90000 0.00 D Common Stock 90000 0 D Employee Stock Option 40.22 2009-10-15 4 D 0 38000 9.36 D Common Stock 38000 0 D Employee Stock Option 43.57 2009-10-15 4 D 0 103000 6.01 D Common Stock 103000 0 D Employee Stock Option 48.22 2009-10-15 4 D 0 103000 1.36 D Common Stock 103000 0 D Employee Stock Option 56.00 2009-10-15 4 D 0 108000 0.00 D Common Stock 108000 0 D Employee Stock Option 44.56 2009-10-15 4 D 0 138000 5.02 D Common Stock 138000 0 D Phantom Stock Units 2009-10-15 4 D 0 2371.91 D Common Stock 2371.91 0 I SESP Pursuant to the Agreement and Plan of Merger by and among Wyeth, Pfizer Inc. and Wagner Acquisition Corp., dated as of January 25, 2009 (as amended, the "Merger Agreement"), each of these shares was cancelled at the effective time of the merger and converted into the right to receive $33.00 in cash and 0.985 of a share of Pfizer Inc. common stock, less any applicable tax withholding. Represents an estimate of the common stock equivalents underlying the reporting person's holdings of units in the Wyeth common stock fund in the Wyeth 401(k) plan as of a recent date. Each share in the Wyeth common stock fund in the Wyeth 401(k) was cancelled at the effective time of the merger and converted into the right to receive $33.00 in cash and 0.985 of a share of Pfizer Inc. common stock. Represents a contingent stock award, which does not have an exercise price or expiration date, under Wyeth's Management Incentive Plan ("MIP") and deferred until retirement (including dividend equivalent rights). Pursuant to the Merger Agreement, each contingent stock award in the MIP was converted into the right to receive $33.00 in cash plus 0.985 of a share of Pfizer Inc. common stock in accordance with the MIP. Pursuant to the Merger Agreement, each outstanding and unexercised option, whether vested or unvested, was cancelled at the effective time of the merger in exchange for cash equal to the product of (a) the number of shares underlying such option and (b) the excess, if any, of the per share value of the merger consideration of $49.58 over the per share exercise price of the option, less any applicable tax withholding. Pursuant to the Merger Agreement, each phantom stock unit in the Supplemental Employee Savings Plan ("SESP") was converted at the effective time of the merger into the the right to receive an amount equal to notional $33.00 in cash plus 0.985 of a phantom share of Pfizer Inc. common stock in accordance with the SESP. Represents phantom stock units in the SESP. Tara J. Gabbai, Attorney-in-Fact for Joseph M. Mahady 2009-10-19 -----END PRIVACY-ENHANCED MESSAGE-----