Attached files
| file | filename |
|---|---|
| EX-5.1 - OPINION OF GENE A. CAPELLO - PFIZER INC | pf17591936-ex5_1.htm |
| EX-4.1 - EIGHTH SUPPLEMENTAL INDENTURE - PFIZER INC | pf17591936-ex4_1.htm |
| EX-99.1 - PRESS RELEASE OF PFIZER DATED OCTOBER 30, 2009 - PFIZER INC | pf17591936-ex99_1.htm |
UNITED
STATES
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 (Date of earliest event reported): October 30, 2009
PFIZER
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-3619
|
13-5315170
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File (Number)
|
(I.R.S.
Employer Identification No.)
|
|
235
East 42nd Street
|
10017
|
|
New
York, New York
(Address of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code:
(212)
733-2323
Not
Applicable
(Former
Name or Former Address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
[]
Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2 (b))
[]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
8.01. Other Events.
On
October 16, 2009, Pfizer Inc. ("Pfizer") commenced a consent solicitation to
seek consent from the holders of Wyeth’s 6.700% Notes due 2011 (CUSIP No.
026609AM); 6.700% Notes due 2011 (CUSIP No. 026609AJ); 5.250% Notes due 2013
(CUSIP No. 983024AA); 5.500% Notes due 2014 (CUSIP No. 983024AE); 5.500% Notes
due 2016 (CUSIP No. 983024AJ); 5.450% Notes due 2017 (CUSIP No. 983024AM);
7.250% Notes due 2023 (CUSIP No. 026609AC); 6.450% Notes due 2024 (CUSIP No.
983024AF); 6.500% Notes due 2034 (CUSIP No. 983024AG); 6.000% Notes due 2036
(CUSIP No. 983024AL); and 5.950% Notes due 2037 (CUSIP No. 983024AN)
(collectively, the “Securities”), to amend certain provisions of the Indenture,
dated April 10, 1992, by and among Wyeth, as successor to American Home Products
Corporation and The Bank of New York Mellon (“Trustee”), as successor to
Manufacturers Hanover Trust Company, as trustee, as amended (the
“Indenture”).
On
October 30, 2009, Pfizer announced that it had received consent from at least a
majority in aggregate principal amount of Securities outstanding (the “Required
Consents”). As a result of Pfizer’s receipt of the Required Consents,
Pfizer entered into the Eighth Supplemental Indenture (“Eighth Supplemental
Indenture”), dated as of October 30, 2009, among Wyeth, Pfizer and the
Trustee. The Eighth Supplemental Indenture is attached as Exhibit 4.1
hereto and incorporated by reference herein. Pursuant to the Eighth
Supplemental Indenture, (i) Pfizer issued an unconditional and irrevocable
guarantee (the “Pfizer Guarantee”) of the prompt payment, when due, of any
amount owed to the holders of the Securities and (ii) certain provisions of the
Indenture related to (a) the consolidation or merger of Wyeth or the sale of all
or substantially all of Wyeth’s assets; (b) the limitation on Wyeth’s incurrence
of liens; (c) the limitation on sale and leaseback transactions by Wyeth; (d)
Wyeth’s obligation to publish certain notices in Luxembourg; (e) the cure period
in connection with a default in the payment of interest with respect to the
Securities; (f) the annual date prior to which Wyeth must deliver a compliance
certificate to the Trustee; and (g) Wyeth’s obligation pursuant to the Indenture
to file certain SEC reports with the Trustee, were amended.
A copy of
the press release is attached as Exhibit 99.1 hereto and incorporated by
reference herein.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
|
Exhibits
|
Description
|
|
4.1
|
Eighth
Supplemental Indenture, dated October 30, 2009, among Wyeth, Pfizer and
The Bank of New York Mellon.
|
|
5.1
|
Opinion
of Gene A. Capello, Assistant General Counsel and Assistant Secretary of
Pfizer.
|
|
23.1
|
Consent
of Gene A. Capello, Assistant General Counsel and Assistant Secretary of
Pfizer (included in Exhibit 5.1).
|
|
99.1
|
Press
release of Pfizer dated October 30, 2009 announcing the completion of the
acquisition of Wyeth.
|
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.
|
||||
|
|
By:
|
/s/ Matthew Lepore | ||
| Name: | Matthew Lepore | |||
| Title: | Vice President, Chief Counsel-Corporate Governance, and Assistant General Counsel | |||
Dated:
November 3, 2009
EXHIBIT
INDEX
|
Exhibit No.
|
Description
|
|
4.1
|
Eighth
Supplemental Indenture, dated October 30, 2009, among Wyeth, Pfizer and
The Bank of New York Mellon.
|
|
5.1
|
Opinion
of Gene A. Capello, Assistant General Counsel and Assistant Secretary of
Pfizer.
|
|
23.1
|
Consent
of Gene A. Capello, Assistant General Counsel and Assistant Secretary of
Pfizer (included in Exhibit 5.1).
|
|
99.1
|
Press
release of Pfizer dated October 30, 2009 announcing the completion of the
acquisition of Wyeth.
|