EX-99.2 3 a06-11666_1ex99d2.htm PRICING AGREEMENT

Exhibit 99.2

 

Pricing Agreement

 

ABN AMRO Incorporated

 

Banc of America Securities LLC

 

J.P. Morgan Securities Inc.

 

Morgan Stanley & Co. Incorporated

 

As Representative of the several

 

Underwriters named in Schedule I hereto

 

c/o

ABN AMRO Incorporated

 

55 East 52nd Street

 

6th Floor

 

New York, New York 10055

 

May 9, 2006

 

Ladies and Gentlemen:

 

Abbott Laboratories, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated May 9, 2006 (the “Underwriting Agreement”), between the Company and the Representatives of the several Underwriters to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the 5.375% Notes due May 15, 2009 (the “Notes due 2009”) specified in Schedule II-A hereto, the 5.600% Notes due May 15, 2011 (the “Notes due 2011”) specified in Schedule II-B hereto and the 5.875% Notes due May 15, 2016 (the “Notes due 2016”) specified in Schedule II-C hereto (collectively, the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 1 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 10 of the Underwriting Agreement and the address of the Representatives referred to in such Section 10 are set forth at the end of Schedule II-A,

 


 

Schedule II-B and Schedule II-C hereto. The Permitted Free Writing Prospectuses relating to the Designated Securities are attached hereto as Schedule III-A, Schedule III-B and Schedule III-C.

 

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

 

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II-A, Schedule II-B and Schedule II-C hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

 

If the foregoing is in accordance with your understanding, please sign and return to us eight counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

 


 

 

Very truly yours,

 

 

 

 

 

Abbott Laboratories

 

 

 

 

 

 

 

 

By:

 

/s/ Robert E. Funck

 

 

Name:

Robert E. Funck

 

Title:

Vice President and Treasurer

 

 

 

Accepted as of the date hereof:

 

 

 

 

 

ABN AMRO Incorporated

 

 

 

 

 

 

 

 

By:

 

/s/ Paul Hatton

 

 

Name:

Paul Hatton

 

Title:

Managing Director

 

 

 

 

 

On behalf of each of the Underwriters

 

 


 

SCHEDULE I

 

Underwriters:

 

Principal
Amount of
Notes
due 2009
to be
Purchased

 

Principal
Amount of
Notes
due 2011
to be
Purchased

 

Principal
Amount of
Notes
due 2016
to be
Purchased

 

 

 

 

 

 

 

 

 

ABN AMRO Incorporated

 

$

129,999,950

 

$

389,999,850

 

$

519,999,800

 

Banc of America Securities LLC

 

$

90,000,000

 

$

270,000,000

 

$

360,000,000

 

J.P. Morgan Securities Inc.

 

$

90,000,000

 

$

270,000,000

 

$

360,000,000

 

Morgan Stanley & Co. Incorporated

 

$

90,000,000

 

$

270,000,000

 

$

360,000,000

 

Citigroup Global Markets Inc.

 

$

17,043,950

 

$

51,131,850

 

$

68,175,800

 

BNP Paribas Securities Corp

 

$

13,049,250

 

$

39,147,750

 

$

52,197,000

 

Wachovia Capital Markets, LLC

 

$

13,049,250

 

$

39,147,750

 

$

52,197,000

 

Mitsubishi UFJ Securities International plc

 

$

10,652,450

 

$

31,957,350

 

$

42,609,800

 

SG Americas Securities, LLC

 

$

10,652,450

 

$

31,957,350

 

$

42,609,800

 

The Williams Capital Group, L.P.

 

$

7,641,500

 

$

22,924,500

 

$

30,566,000

 

Banca Caboto S.p.A.

 

$

6,141,500

 

$

18,424,500

 

$

24,566,000

 

Harris Nesbit Corp.

 

$

6,141,500

 

$

18,424,500

 

$

24,566,000

 

Deutsche Bank Securities Inc.

 

$

6,141,500

 

$

18,424,500

 

$

24,566,000

 

Goldman, Sachs & Co.

 

$

6,141,500

 

$

18,424,500

 

$

24,566,000

 

Standard Chartered Bank

 

$

3,345,200

 

$

10,035,600

 

$

13,380,800

 

Total

 

$

500,000,000

 

$

1,500,000,000

 

$

2,000,000,000

 

 


 

SCHEDULE II-A

 

Title of Notes due 2009:

 

5.375% Notes due May 15, 2009

 

Aggregate principal amount:

 

$500,000,000

 

Pricing Effective Time:

 

3:50 p.m., New York City time, May 9, 2006

 

Price to Public:

 

99.750% of the principal amount of the Notes due 2009, plus accrued interest, if any from May 12, 2006

 

Purchase Price by Underwriters:

 

99.500% of the principal amount of the Notes due 2009, plus accrued interest, if any from May 12, 2006

 

Method of and specified funds for payment of purchase price:

 

By wire transfer to a bank account specified by the Company in immediately available funds

 

Indenture:

 

Indenture, dated as of February 9, 2001, as supplemented by a supplemental indenture, dated as of February 27, 2006, between the Company and J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.), as Trustee

 

Maturity:

 

May 15, 2009

 

Interest Rate:

 

5.375%

 


 

Interest Payment Dates:

 

Semiannually on May 15 and November 15, commencing November 15, 2006

 

Redemption Provisions:

 

As set forth in the Prospectus Supplement under “Description of Notes”

 

Sinking Fund Provisions:

 

No sinking fund provisions

 

Defeasance provisions:

 

Sections 13.2 and 13.3 of the Indenture shall be applicable to the Notes due 2009

 

Time of Delivery:

 

May 12, 2006

 

Closing Location for Delivery of Securities:

 

The Depository Trust Company

55 Water Street

New York, New York 10041

 

Names and addresses of Representatives:

 

Designated Representatives:

 

ABN AMRO Incorporated

 

Address for Notices, etc.:

 

ABN AMRO Incorporated

55 East 52nd Street

6th Floor

New York, New York 10055

 


 

SCHEDULE II-B

 

Title of Notes due 2011:

 

5.600% Notes due May 15, 2011

 

Aggregate principal amount:

 

$1,500,000,000

 

Pricing Effective Time:

 

3:50 p.m., New York City time, May 9, 2006

 

Price to Public:

 

99.935% of the principal amount of the Notes due 2011, plus accrued interest, if any from May 12, 2006

 

Purchase Price by Underwriters:

 

99.585% of the principal amount of the Notes due 2011, plus accrued interest, if any from May 12, 2006

 

Method of and specified funds for payment of purchase price:

 

By wire transfer to a bank account specified by the Company in immediately available funds

 

Indenture:

 

Indenture, dated as of February 9, 2001, as supplemented by a supplemental indenture, dated as of February 27, 2006, between the Company and J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.), as Trustee

 

Maturity:

 

May 15, 2011

 

Interest Rate:

 

5.600%

 


 

Interest Payment Dates:

 

Semiannually on May 15 and November 15, commencing November 15, 2006

 

Redemption Provisions:

 

As set forth in the Prospectus Supplement under “Description of Notes”

 

Sinking Fund Provisions:

 

No sinking fund provisions

 

Defeasance provisions:

 

Sections 13.2 and 13.3 of the Indenture shall be applicable to the Notes due 2011

 

Time of Delivery:

 

May 12, 2006

 

Closing Location for Delivery of Securities:

 

The Depository Trust Company

55 Water Street

New York, New York 10041

 

Names and addresses of Representatives:

 

Designated Representatives:

 

ABN AMRO Incorporated

 

Address for Notices, etc.:

 

ABN AMRO Incorporated

55 East 52nd Street

6th Floor

New York, New York 10055

 


 

SCHEDULE II-C

 

Title of Notes due 2016:

 

5.875% Notes due May 15, 2016

 

Aggregate principal amount:

 

$2,000,000,000

 

Pricing Effective Time:

 

3:50 p.m., New York City time, May 9, 2006

 

Price to Public:

 

99.910% of the principal amount of the Notes due 2016, plus accrued interest, if any from May 12, 2006

 

Purchase Price by Underwriters:

 

99.460% of the principal amount of the Notes due 2016, plus accrued interest, if any from May 12, 2006

 

Method of and specified funds for payment of purchase price:

 

By wire transfer to a bank account specified by the Company in immediately available funds

 

Indenture:

 

Indenture, dated as of February 9, 2001, as supplemented by a supplemental indenture, dated as of February 27, 2006, between the Company and J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.), as Trustee

 

Maturity:

 

May 15, 2016

 

Interest Rate:

 

5.875%

 


 

Interest Payment Dates:

 

Semiannually on May 15 and November 15, commencing November 15, 2006

 

Redemption Provisions:

 

As set forth in the Prospectus Supplement under “Description of Notes”

 

Sinking Fund Provisions:

 

No sinking fund provisions

 

Defeasance provisions:

 

Sections 13.2 and 13.3 of the Indenture shall be applicable to the Notes due 2016

 

Time of Delivery:

 

May 12, 2006

 

Closing Location for Delivery of Securities:

 

The Depository Trust Company
55 Water Street
New York, New York 10041

 

Names and addresses of Representatives:

 

Designated Representatives:

 

ABN AMRO Incorporated

 

Address for Notices, etc.:

 

ABN AMRO Incorporated

55 East 52nd Street

6th Floor

New York, New York 10055

 


 

SCHEDULE III-A

 

FINAL TERM SHEET

5.375% NOTES DUE 2009

 

Issuer:

 

Abbott Laboratories

 

 

 

Size:

 

$500,000,000

 

 

 

Security Type:

 

5.375% Notes due 2009

 

 

 

Coupon:

 

5.375%

 

 

 

Maturity:

 

May 15, 2009

 

 

 

Price:

 

99.750%

 

 

 

Yield:

 

5.466%

 

 

 

Spread:

 

Plus 0.48%

 

 

 

Benchmark Treasury:

 

4.500% due February 15, 2009

 

 

 

Treasury Spot:

 

4.986%

 

 

 

Coupon Dates:

 

Semiannually on May 15 and November 15

 

 

 

First Coupon:

 

November 15, 2006

 

 

 

Settlement:

 

May 12, 2006

 

 

 

Redemption Provisions:

 

Abbott may redeem the notes, at any time in whole or from time to time in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Yield plus 10 basis points, plus, in either case, accrued and unpaid interest, if any, to the redemption date on the principal amount of the notes being redeemed.

 


 

CUSIP:

 

002824 AR 1

 

 

 

Joint Bookrunning Managers:

 

ABN AMRO Incorporated
Banc of America Securities LLC
JPMorgan
Morgan Stanley

 

 

 

Senior Co-Managers:

 

Citigroup
BNP PARIBAS
Wachovia Securities

 

 

 

Co-Managers:

 

Mitsubishi UFJ Securities
SOCIETE GENERALE
The Williams Capital Group, L.P.
Caboto
Deutsche Bank Securities
Goldman, Sachs & Co.
Harris Nesbit
SCB

 

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-226-3756.

 


 

SCHEDULE III-B

 

FINAL TERM SHEET

 5.600% NOTES DUE 2011

 

Issuer:

 

Abbott Laboratories

 

 

 

Size:

 

$1,500,000,000

 

 

 

Security Type:

 

5.600% Notes due 2011

 

 

 

Coupon:

 

5.600%

 

 

 

Maturity:

 

May 15, 2011

 

 

 

Price:

 

99.935%

 

 

 

Yield:

 

5.615%

 

 

 

Spread:

 

Plus 0.60%

 

 

 

Benchmark Treasury:

 

4.875% due April 30, 2011

 

 

 

Treasury Spot:

 

5.015%

 

 

 

Coupon Dates:

 

Semiannually on May 15 and November 15

 

 

 

First Coupon:

 

November 15, 2006

 

 

 

Settlement:

 

May 12, 2006

 

 

 

Redemption Provisions:

 

Abbott may redeem the notes, at any time in whole or from time to time in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Yield plus 12.5 basis points, plus, in either case, accrued and unpaid interest, if any, to the redemption date on the principal amount of the notes being redeemed.

 


 

CUSIP:

 

002824 AS 9

 

 

 

Joint Bookrunning Managers:

 

ABN AMRO Incorporated
Banc of America Securities LLC
JPMorgan
Morgan Stanley

 

 

 

Senior Co-Managers:

 

Citigroup
BNP PARIBAS
Wachovia Securities

 

 

 

Co-Managers:

 

Mitsubishi UFJ Securities
SOCIETE GENERALE
The Williams Capital Group, L.P.
Caboto
Deutsche Bank Securities
Goldman, Sachs & Co.
Harris Nesbit
SCB

 

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-226-3756.

 


 

SCHEDULE III-C

 

FINAL TERM SHEET

5.875% NOTES DUE 2016

 

Issuer:

 

Abbott Laboratories

 

 

 

Size:

 

$2,000,000,000

 

 

 

Security Type:

 

5.875% Notes due 2016

 

 

 

Coupon:

 

5.875%

 

 

 

Maturity:

 

May 15, 2016

 

 

 

Price:

 

99.910%

 

 

 

Yield:

 

5.887%

 

 

 

Spread:

 

Plus 0.76%

 

 

 

Benchmark Treasury:

 

4.500% due February 15, 2016

 

 

 

Treasury Spot:

 

5.127%

 

 

 

Coupon Dates:

 

Semiannually on May 15 and November 15

 

 

 

First Coupon:

 

November 15, 2006

 

 

 

Settlement:

 

May 12, 2006

 

 

 

Redemption Provisions:

 

Abbott may redeem the notes, at any time in whole or from time to time in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Yield plus 15 basis points, plus, in either case, accrued and unpaid interest, if any, to the redemption date on the principal amount of the notes being redeemed.

 


 

 

CUSIP:

 

002824 AT 7

 

 

 

Joint Bookrunning Managers:

 

ABN AMRO Incorporated
Banc of America Securities LLC
JPMorgan
Morgan Stanley

 

 

 

Senior Co-Managers:

 

Citigroup
BNP PARIBAS
Wachovia Securities

 

 

 

Co-Managers:

 

Mitsubishi UFJ Securities
SOCIETE GENERALE
The Williams Capital Group, L.P.
Caboto
Deutsche Bank Securities
Goldman, Sachs & Co.
Harris Nesbit
SCB

 

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-226-3756.