-----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, WlFVuKyCnRuI2uuLNgRR//6V+KunTFZh+ZNxgJ4X03b2gKPvZQLTybyhs9lGklbA O9XK1elvaK2nVptPHIieDQ== 0001209191-09-049107.txt : 20091019 0001209191-09-049107.hdr.sgml : 20091019 20091019172429 ACCESSION NUMBER: 0001209191-09-049107 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: POLAN MARY LAKE PH D CENTRAL INDEX KEY: 0001187716 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01225 FILM NUMBER: 091126596 MAIL ADDRESS: STREET 1: STANFORD UNIVERSITY SCHOOL OF MEDICINE STREET 2: 300 PASTAUR DR ROOM HH333 CITY: STANFORD STATE: CA ZIP: 94305-5317 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-10-15 1 0000005187 WYETH WYE 0001187716 POLAN MARY LAKE PH D WYETH 5 GIRALDA FARMS MADISON NJ 07940 1 0 0 0 Common Stock 2009-10-15 4 D 0 847 D 0 D Common Stock (Restricted Stock Trust) 2009-10-15 4 D 0 13544.6427 49.58 D 0 I Restricted Stock Trust Non-Employee Director Stock Option 56.5938 2009-10-15 4 D 0 3000 0.00 D Common Stock 3000 0 D Non-Employee Director Stock Option 56.525 2009-10-15 4 D 0 4000 0.00 D Common Stock 4000 0 D Non-Employee Director Stock Option 60.705 2009-10-15 4 D 0 4000 0.00 D Common Stock 4000 0 D Non-Employee Director Stock Option 41.05 2009-10-15 4 D 0 4000 8.53 D Common Stock 4000 0 D Non-Employee Director Stock Option 40.22 2009-10-15 4 D 0 4000 9.36 D Common Stock 4000 0 D Non-Employee Director Stock Option 43.57 2009-10-15 4 D 0 4000 6.01 D Common Stock 4000 0 D Non-Employee Director Stock Option 48.22 2009-10-15 4 D 0 3500 1.36 D Common Stock 3500 0 D Non-Employee Director Stock Option 56.00 2009-10-15 4 D 0 3500 0.00 D Common Stock 3500 0 D Phantom Stock Units 2009-10-15 4 D 0 3520.89 49.58 D Common Stock 3520.89 0 D Phantom Stock Units (Retirement) 2009-10-15 4 D 0 17064.586 49.58 D Common Stock 17064.586 0 D 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. Pursuant to the Merger Agreement, each of these shares was cancelled at the effective time of the merger in exchange for cash equal to the per share value of the merger consideration of $49.58. 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. Pursuant to the Merger Agreement, all phantom stock units, each of which represents the value of one actual share of common stock and has no exercise feature or expiration date, was cancelled at the effective time of the merger in exchange for cash equal to the product of (a) the number of shares underlying the phantom stock units and (b) the per share value of the merger consideration of $49.58. Tara J. Gabbai, Attorney-in-Fact for Mary Lake Polan 2009-10-19 -----END PRIVACY-ENHANCED MESSAGE-----