-----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, Bw9eW8FAokZTBx45EOhinh7T65/MnqJO0jrxnk9UTNsZxO8uheSw88vQn5Zk9uIa MQ5glslsMLc4NZoBliNJYA== 0000811210-99-000011.txt : 19990518 0000811210-99-000011.hdr.sgml : 19990518 ACCESSION NUMBER: 0000811210-99-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990517 ITEM INFORMATION: FILED AS OF DATE: 19990517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGOURON PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000811210 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330061928 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12445 FILM NUMBER: 99628214 BUSINESS ADDRESS: STREET 1: 10350 NORTH TORREY PINES ROAD, SUITE 100 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 6196223000 MAIL ADDRESS: STREET 1: 10350 NORTH TORREY PINES ROAD CITY: LA JOLLA STATE: CA ZIP: 92037 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 8-K CURRENT REPORT Pursuant to Section 13 or 15d) of the Securities Exchange Act of 1934 Date of Report (Date of Event Reported): May 17, 1999 AGOURON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) California 0-15609 33-0061928 (State or other jurisdiction (Commission (IRS Employer of Incorporation File Number) Identification Number) 10350 North Torrey Pines Road La Jolla, California 92037 (Address of principal executive offices) (619) 622-3000 (Registrant's telephone number, including area code) Item 1. Changes in Control of Registrant. The merger (the "Merger") of WLC Acquisition Corporation, a California corporation and a wholly-owned subsidiary of Warner-Lambert Company, a Delaware corporation ("Warner-Lambert"), into Agouron Pharmaceuticals, Inc., a California corporation (the "registrant" or "Agouron") was consummated on May 17, 1999. As a result of the Merger, each outstanding share of Agouron Common Stock will be converted into shares of common stock, par value $1.00 per share, of Warner-Lambert ("Warner-Lambert Common Stock") at an exchange rate equal to 0.8934. Each outstanding option for shares of Agouron Common Stock will be converted into options for the number of shares of Warner-Lambert Common Stock that would have been received if such options and warrants had been exercised immediately prior to the Merger. The terms of the Merger were described in the Proxy Statement included in Agouron's Schedule 14A filed with the Securities and Exchange Commission on April 19, 1999, and are incorporated herein by reference. A copy of the press release, dated May 17, 1999, issued by Warner-Lambert and Agouron, relating to the above-described transaction is attached as an exhibit to this report and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. EXHIBIT NUMBER DESCRIPTION 2.1 Agreement and Plan of Merger, dated as of January 26, 1999, among Warner-Lambert, WLC Acquisition Corporation and Agouron (incorporated by reference to Annex A to the Proxy Statement included in Agouron's Schedule 14A filed with the Securities and Exchange Commission on April 19, 1999). 99.1 Press release of the registrant, issued May 17, 1999, regarding Merger. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: May 17, 1999 AGOURON PHARMACEUTICALS, INC. By: /S/ Peter Johnson President and Chief Executive Officer EXHIBIT INDEX Exhibit NUMBER DESCRIPTION 2.1 Agreement and Plan of Merger, dated as of January 26, 1999, among Warner-Lambert, WLC Acquisition Corporation and Agouron (incorporated by reference to Annex A to the Proxy Statement included in Agouron's Schedule 14A filed with the Securities and Exchange Commission on April 19, 1999). 99.1 Press release of the registrant, issued May 17, 1999, regarding the Merger. EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE WARNER-LAMBERT Media Contact: Investor Relations Contact: Carol Goodrich (973) 540-3620 George Shields (973) 540-6916 John Howarth (973) 540-4874 AGOURON Media Contact: Investor Relations Contact: Joy Schmitt (619) 622-3220 Donna Nichols (619) 622-3009 WARNER-LAMBERT AND AGOURON PHARMACEUTICALS, INC. CLOSE MERGER VALUED AT $2.1 BILLION MORRIS PLAINS, NJ, & LA JOLLA, CA, May 17, 1999 - Warner-Lambert Company (NYSE: WLA) and Agouron Pharmaceuticals, Inc. (Nasdaq: AGPH), today confirmed that they have received the necessary shareholder and regulatory approvals to complete the closing of Warner-Lambert's acquisition of Agouron. Agouron shareholders overwhelmingly supported the merger with over 98 percent of the total votes cast voting for its approval. Valued at $2.1 billion in Warner-Lambert stock, the transaction will be non-dilutive to Warner-Lambert's future earnings, accounted for as a pooling of interests and qualify as a tax-free exchange. Under the terms of the acquisition, each share of Agouron common stock will be exchanged for 0.8934 share of Warner-Lambert common stock. The exchange ratio was based on the average closing price of Warner-Lambert common stock from April 30 to May 13, 1999. Agouron shareholders holding Agouron stock certificates will receive written instructions for exchanging such certificates for Warner-Lambert common shares on or about May 26, 1999. Lodewijk J.R. de Vink, Warner-Lambert chairman, president and chief executive officer, said, "The closing of this acquisition represents a new era for Warner-Lambert and is further evidence of our commitment to maintain our position among the fastest growing companies in the pharmaceutical industry. As we said in January, this acquisition is consistent with our long-term strategy to supplement our internally generated growth with creative alliances. We look forward to working closely with our new colleagues from Agouron and together shaping a common destiny of scientific excellence in the pursuit of critically needed new therapies." Peter Johnson, Agouron's president and CEO said, "We are pleased that Agouron's shareholders concurred with our Board in concluding that this transaction will maximize our long-term ability to bring forward new drugs for patients and will enhance our capabilities to gain global reach in development and commercialization of our products. This is particularly important to us with several new product launches anticipated in the next few years. Warner-Lambert and Agouron now have the ability to meld our scientific strengths and, together, enhance our drug discovery capabilities." Warner-Lambert is a worldwide company devoted to discovering, developing, manufacturing, and marketing quality pharmaceutical, consumer health care, and confectionery products. Warner-Lambert employs more than 40,000 people worldwide. Agouron, a wholly owned subsidiary of Warner-Lambert Company, is an integrated pharmaceutical company engaged in the discovery, development and commercialization of drugs for treatment of cancer, viral diseases, and diseases of the eye. Agouron employs more than 1000 people of whom approximately 700 are engaged in research and development. This press release may contain forward-looking statements or predictions. These statements represent our judgment as of this date and are subject to risks and uncertainties (including those associated with regulatory approvals and the impact of competitive products) that could cause the actual results to differ materially. Important factors concerning these risks are discussed in Agouron's Form 10-K for the fiscal year ended June 30, 1998 and Warner-Lambert's Form 10-K/A for the fiscal year ended December 31, 1998 currently on file with the Securities and Exchange Commission. Agouron and Warner-Lambert undertake no obligation to publicly release the result of any revisions to such forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. ### -----END PRIVACY-ENHANCED MESSAGE-----