Attached files
| file | filename |
|---|---|
| EX-4.1 - EIGHTH SUPPLEMENTAL INDENTURE - WYETH | pf17591951-ex4_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
Wyeth
(Exact
name of registrant as specified in its charter)
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Delaware
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1-1225
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13-2526821
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||
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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235
East 42nd Street
New
York, New York
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10017
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212) 733-2323
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 3.03
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Material
Modification to Rights of Security
Holders.
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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,
Wyeth 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.
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Item 9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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(4.1)
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Eighth Supplemental Indenture,
dated October 30, 2009, among Wyeth, Pfizer and The Bank of New York
Mellon.
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SIGNATURE
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, thereunto
duly authorized.
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Date:
November 3, 2009
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WYETH | ||
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By:
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/s/ Matthew Lepore | |
| Name: Matthew Lepore | |||
| Title: Vice President | |||
EXHIBIT
INDEX
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Exhibit
Number |
Description
|
|
Eighth Supplemental Indenture,
dated October 30, 2009, among Wyeth, Pfizer and The Bank of New York
Mellon.
|