SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report:
April 16, 2003
Date of earliest event reported:
April 16, 2003
PFIZER INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-03619 13-5315170
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
235 East 42nd Street, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(212) 573-2323
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(Former name or former address, if changed since last report.)
Item 2. and Item 5. Acquisition or Disposition of Assets
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On April 16, 2003, Pfizer Inc. ("Pfizer") issued a press release announcing that
it had completed its merger with Pharmacia Corporation ("Pharmacia") and that
Pfizer and Pharmacia had combined operations.
Under the Agreement and Plan of Merger dated as of July 13, 2002 (the "Merger
Agreement") among Pfizer, Pharmacia and Pilsner Acquisition Sub Corp., a
wholly-owned subsidiary of Pfizer ("Merger Sub"), on closing of the merger,
Merger Sub was merged with and into Pharmacia. Pharmacia survived the merger as
a wholly owned subsidiary of Pfizer.
Under the Merger Agreement, as a result of the merger, each share of Pharmacia
common stock, par value $2.00 per share, issued and outstanding, other than
shares owned or directly or indirectly held by Pfizer or directly or indirectly
by Pharmacia, was converted into the right to receive 1.4 shares of Pfizer
common stock, par value $0.05 per share. In addition, each share of Pharmacia
Series C convertible perpetual preferred stock, par value $0.01 per share, was
converted into one share of Pfizer Series A convertible perpetual preferred
stock, no par value, having the same conversion and other rights and privileges
as the Pharmacia Series C convertible perpetual preferred stock.
Pfizer and Pharmacia mailed a definitive joint proxy statement/prospectus dated
October 21, 2002 (the "Joint Proxy Statement/Prospectus") to Pfizer and
Pharmacia shareholders on October 25, 2002. The Joint Proxy Statement/Prospectus
provides certain information about the merger, Pfizer, Pharmacia and Merger Sub,
including, but not limited to, the nature of Pfizer's and Pharmacia's business,
the principles used in determining the conversion ratio, the nature of any
interests of Pfizer's and Pharmacia's officers and directors in the merger, and
Pfizer's intended use of the assets acquired in the merger. Chapters One and Two
of the Joint Proxy Statement/Prospectus, and the Merger Agreement, which is an
Annex to the Joint Proxy Statement/Prospectus, are incorporated by reference.
Attached and also incorporated by reference is a copy of Pfizer's press release
dated April 16, 2003 announcing the completion of the merger with Pharmacia.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired
(1) The historical consolidated financial statements of Pharmacia
Corporation, including Pharmacia's consolidated balance sheet at
December 31, 2002 and 2001, the consolidated statements of
earnings, shareholders' equity and comprehensive income and cash
flows for each of the three years in the period ended December
31, 2002 which are included in Pharmacia's 2002 Annual Report on
Form 10-K are incorporated by reference.
(b) Pro forma financial information
(2) The pro forma financial information has not been filed on this
initial report on Form 8-K. Instead, the pro forma financial
information will be filed by amendment on or before June 30,
2003.
(c) Exhibits
Exhibit Description
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2 Agreement and Plan of Merger dated as of July 13, 2002, among
Pilsner Acquisition Sub Corp., Pfizer Inc., and Pharmacia
Corporation is incorporated by reference from Annex A of our
Joint Proxy Statement/Prospectus dated October 21, 2002, which
was first mailed to Pfizer and Pharmacia shareholders on October
25, 2002. The Joint Proxy/Statement Prospectus is part of our
Registration Statement on Form S-4 (File No. 333-98105) that was
declared effective on October 21, 2002.
20 Chapters 1 and 2 of our Joint Proxy Statement/Prospectus dated
October 21, 2002, which was first mailed to Pfizer and Pharmacia
shareholders on October 25, 2002, are incorporated by reference. The
Joint Proxy Statement/Prospectus is part of our Registration
Statement on Form S-4 (File No. 333-98105) that was declared
effective on October 21, 2002.
23(i) Consent of PricewaterhouseCoopers LLP, independent accountants.
23(ii) Consent of Deloitte & Touche LLP, independent auditors.
99 Press Release of Pfizer Inc. dated April 16, 2003 announcing the
completion of the merger with Pharmacia.
99 The historical consolidated financial statements of Pharmacia
Corporation, including Pharmacia's consolidated balance sheet at
December 31, 2002 and 2001, the consolidated statements of earnings,
shareholders' equity and comprehensive income and cash flows for
each of the three years in the period ended December 31, 2002 are
incorporated by reference from Pharmacia's 2002 Annual Report on
Form 10-K (File No. 001-02516) that was filed on March 25, 2003.
SIGNATURE
Under the requirements of the Securities Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the authorized undersigned.
PFIZER INC.
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(Registrant)
Date: April 16, 2003 /s/ MARGARET M. FORAN
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Name: Margaret M. Foran
Title: Vice President - Corporate
Governance and Secretary
EXHIBIT INDEX
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Exhibit Description
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2 Agreement and Plan of Merger dated as of July 13, 2002, among
Pilsner Acquisition Sub Corp., Pfizer Inc., and Pharmacia
Corporation is incorporated by reference from Annex A of our
Joint Proxy Statement/Prospectus dated October 21, 2002, which
was first mailed to Pfizer and Pharmacia shareholders on October
25, 2002. The Joint Proxy/Statement Prospectus is part of our
Registration Statement on Form S-4 (File No. 333-98105) that was
declared effective on October 21, 2002.
20 Chapters 1 and 2 of our Joint Proxy Statement/Prospectus dated
October 21, 2002, which was first mailed to Pfizer and Pharmacia
shareholders on October 25, 2002, are incorporated by reference. The
Joint Proxy Statement/Prospectus is part of our Registration
Statement on Form S-4 (File No. 333-98105) that was declared
effective on October 21, 2002.
23(i) Consent of PricewaterhouseCoopers LLP, independent accountants.
23(ii) Consent of Deloitte & Touche LLP, independent auditors.
99 Press Release of Pfizer Inc. dated April 16, 2003 announcing the
completion of the merger with Pharmacia.
99 The historical consolidated financial statements of Pharmacia
Corporation, including Pharmacia's consolidated balance sheet at
December 31, 2002 and 2001, the consolidated statements of
earnings, shareholders' equity and comprehensive income and cash
flows for each of the three years in the period ended December
31, 2002 are incorporated by reference from Pharmacia's 2002
Annual Report on Form 10-K (File No. 001-02516) that was filed on
March 25, 2003.