PRER14A 1 sc0192.txt SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [_]Confidential, for Use of the [_]Preliminary Proxy Statement Commission Only (as Permitted by Rule 14a-6(e)(2)) [_]Definitive Proxy Statement [_]Definitive Additional Materials [X]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12 Pfizer, Inc. ----------------------------------------------------- (Name of Registrant as Specified In Its Charter) Pharmacia Corporation ----------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X]No fee required. [_]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [_]$500 per each party to the controversy pursuant to Exchange Act Rule 14a- 6(i)(3). [_]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [_]Fee paid previously with preliminary materials. [_]Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Notes: ALL EMPLOYEES INVITED TO ATTEND TODAY'S GLOBAL TOWN MEETING AT 4 P.M. EASTERN TIME - 2002 July 15 Chairman and Chief Executive Officer Fred Hassan invites all employees to attend a town meeting to discuss Pfizer, Inc.'s planned acquisition of Pharmacia. The town meeting will be held today, Monday, July 15, at 4 p.m. Eastern time, and will be broadcast live to Pharmacia locations around the world. Fred Hassan will provide his perspective on today's announcement and will answer employees' questions. Local communications leaders will provide the logistical information needed to participate at your location. AROUND THE WORLD: AUDIO CONFERENCE OR AUDIO WEB CAST Employees in any Pharmacia location may join the town meeting via live audio Web cast or audio-conference. For those who choose to participate via audio Web cast, not that there is no limit to the number of participants, however the quality of the transmission will depend upon individual computers and locations. To connect to the town meeting via the audio Web cast, please go to http://www.brin.com/pharmacia and when prompted for a password, type in: [password to be inserted Monday]. For assistance needed with the audio Web cast please call: |_| Within the United States: 1-800-846-5500 |_| Outside the U.S.: 1-801-901-1150 There will also be a limited number of audio-conference connections to the town meeting. Employees are encouraged to gather with their colleagues in large groups to dial in to the meeting via telephone. The access numbers for the audio conference are as follows: |_| 800-953-0406 or 706-679-3663 (excluding England, Scotland and Wales.) |_| 441452560299 for participants calling from England, Scotland or Wales. IN THE UNITED STATES: VIDEOCONFERENCE AT MAJOR LOCATIONS The town meeting will also be available via videoconference in major sites in the United States, including Kalamazoo, Skokie, St. Louis and South San Francisco (Sugen). Your local communications leaders will provide the logistical information needed to participate at your location. IN NEW JERSEY: FACE-TO-FACE AT BROADCAST LOCATION The town meeting will be broadcast from the Peapack cafeteria and all New Jersey-based employees are welcome to participate from the broadcast location. Additionally, the meeting will be broadcast to conference rooms in Bedminster and Bridgewater. REBROADCASTS AVAILABLE ON DEMAND Following the event, the town meeting will be replayed on demand through a video and audio link. o For a videoconference link to the rebroadcast, please send an e-mail requesting this service to Tim Rigterink (mailto:Timothy.W.Rigterink@pharmacia.com) o For an audio conference link to the rebroadcast, please call: [Phone number to come]. o For a copy of the videotape of the town meeting, please send an e-mail request to Delores David in Global Internal Communications (mailto:Delores.J.David@pharmacia.com). Please include your name and address in the e-mail. FORWARD-LOOKING INFORMATION Certain statements contained in this document are "forward-looking statements" provided under the "safe harbor" protection of the Private Securities Litigation Reform Act of 1995. These statements are made to enable a better understanding of the Company's business, but because these forward-looking statements are subject to many risks, uncertainties, future developments and changes over time, actual results may differ materially from those expressed or implied by such forward-looking statements. Examples of forward-looking statements are statements about anticipated financial or operating results, financial projections, business prospects, future product performance, future research and development results, anticipated regulatory filings and approvals, and other matters that are not historical facts. Such statements often include words such as: "believes", "expects", "anticipates", "intends", "plans", "estimates", or similar expressions. These forward-looking statements are based on the information that was currently available to the Company, and the expectations and assumptions that were deemed reasonable by the Company, at the time when the statements were made. The Company does not undertake any obligation to update any forward-looking statements in this Report or in any other communications of the Company, whether as a result of new information, future events, changed assumptions or otherwise, and all such forward-looking statements should be read as of the time when the statements were made, and with the recognition that these forward-looking statements may not be complete or accurate at a later date. Many factors may cause or contribute to actual results or events being materially different from those expressed or implied by such forward-looking statements. Although it is not possible to predict or identify all such factors, they may include the following: competition for our products; pharmaceutical pricing, price constraints and other restrictions on the marketing of products imposed by governmental agencies or by managed care groups, institutions and other purchasing agencies; product discovery and approval; product recalls or withdrawals; manufacturing quality issues with respect to our products; compliance with Current Good Manufacturing Practices and other applicable regulations and quality assurance guidelines; the company's ability to secure and defend its intellectual property rights; product liability claims, antitrust litigation, environmental concerns, and commercial disputes; social, legal, political and governmental developments; changes in foreign currency exchange rates or in general economic or business conditions including inflation and interest rates; acquisitions, divestitures, mergers, restructurings or strategic initiatives that change the Company's structure; business combinations among the Company's competitors and major customers; changes to accounting standards or GAAP. Readers are also urged to carefully review and consider the various disclosures in Pharmacia's various SEC filings, including but not limited to Pharmacia's Annual Report on Form 10-K for the year ended December 31, 2001, and Pharmacia's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002. This release may be deemed to be solicitation material in respect of Pfizer's proposed merger with Pharmacia. Pfizer will be filing a registration statement on Form S-4, containing a joint proxy statement/prospectus for Pfizer and Pharmacia, and other documents with the Securities and Exchange Commission ("SEC"). INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT CONTAINING THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to receive the registration statement containing the joint proxy statement/prospectus and other documents free of charge at the SEC's web site, www.sec.gov or from Pharmacia Investor Relations at 100 Route 206 North, Peapack, New Jersey 07977. Pharmacia and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the interests of Pharmacia's directors and executive officers in the proposed merger will be included in the final joint proxy statement/prospectus.