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Warner Lambert Co – ‘11-K’ for 12/31/99

On: Thursday, 6/15/00, at 11:14am ET · For: 12/31/99 · Accession #: 104669-0-3 · File #: 1-03608

  As Of                Filer                Filing    For·On·As Docs:Size

 6/15/00  Warner Lambert Co                 11-K       12/31/99    1:30K

Annual Report of an Employee Stock Purchase, Savings or Similar Plan — Form 11-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 11-K        Annual Report of an Employee Stock Purchase,          16±    54K 
                          Savings or Similar Plan                                


SECURITIES AND EXCHANGE COMMISSION      

Washington, DC  20549     

(Mark One)                                                                      

FORM 11-K       
X               ANNUAL REPORT PURSUANT TO SECTION 15(d) OF                    
----         THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)                 
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999     

or      

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF    
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)   
FOR THE TRANSITION PERIOD FROM           to         

COMMISSION FILE NUMBER 1-3608       

WARNER-LAMBERT SAVINGS AND STOCK PLAN     
FOR COLLEAGUES IN PUERTO RICO       

WARNER-LAMBERT COMPANY        
(Name of issuer of securities held pursuant to the plan)        

201 Tabor Road      
Morris Plains, New Jersey  07950      
(Address of issuer's principal executive offices      

WARNER-LAMBERT                                
SAVINGS AND STOCK PLAN                                
FOR COLLEAGUES IN PUERTO RICO                               
FINANCIAL STATEMENTS                                
DECEMBER 31, 1999                                 
and DECEMBER 31, 199                                  

WARNER-LAMBERT              
SAVINGS AND STOCK PLAN          
FOR COLLEAGUES IN PUERTO RICO           
INDEX TO FINANCIAL STATEMENTS           
                                         Page(s)
                                         =======
Report of Independent Accountants                            2                  

Statement of Net Assets Available for Benefits                                  
with Fund Information as of December 31, 1999               3                 

Statement of Net Assets Available for Benefits                                  
with Fund Information as of December 31, 1998               4                 

Statement of Changes in Net Assets Available                                    
for Benefits with Fund Information for the                                    
year ended December 31, 1999                                5                 

Statement of Changes in Net Assets Available                 6                  
for Benefits with Fund Information for the                                    
year ended December 31, 1998                                                  

Notes to Financial Statements                              7 - 10               

* Additional Information:                                                       
Schedule I  -  Schedule of Assets Held for Investment                       
Purposes At December 31, 1999              11 

Signature                                                   12                  

Exhibit I   -  Master Trust Statement of Net Assets                             
Available for Benefits with Fund                  
Information as of October 31, 1999                
and 1998                                   13 - 14

Exhibit II  -  Master Trust Statement of Changes in                             
Net Assets Available for Benefits with            
Fund Information for the years ended              
October 31, 1999 and 1998                  15 - 16

Exhibit III -  Notes to the Master Trust Financial                              
Statements                                 17 - 18

Consent of Independent Accountants                          19                  

* Other schedules required by Section 2520.103-10 of the Department of          
Labor Rules and Regulations for Reporting and Disclosure under ERISA            
have been omitted because they are not applicable                               

REPORT OF INDEPENDENT ACCOUNTANTS       

To the Participants and Administrator of                                        
the Warner-Lambert Savings and Stock Plan                                     
for Colleagues in Puerto Rico                                                 

In our opinion, the accompanying statements of net assets available for         
benefits with fund information and the related statements of changes in         
net assets available for benefits with fund information present fairly,         
in all material respects, the net assets available for benefits of the          
Warner-Lambert Savings and Stock Plan for Colleagues in Puerto Rico (the        
"Plan") at December 31, 1999 and 1998, and the changes in net assets            
available for benefits for the years then ended, in conformity with             
accounting principles generally accepted in the United States.  These           
financial statements are the responsibility of the Plan's management; our       
responsibility is to express an opinion on these financial statements           
based on our audits.  We conducted our audits of these statements in            
accordance with auditing standards generally accepted in the United             
States which require that we plan and perform the audit to obtain               
reasonable assurance about whether the financial statements are free of         
material misstatement.  An audit includes examining, on a test basis,           
evidence supporting the amounts and disclosures in the financial                
statements, assessing the accounting principles used and significant            
estimates made by management, and evaluating the overall financial              
statement presentation.  We believe that our audits provide a reasonable        
basis for the opinion expressed above.                                          

Our audits were conducted for the purpose of forming an opinion on the          
basic financial statements taken as a whole.  The supplemental Schedule         
of Assets Held for Investment Purposes is presented for purposes of             
additional analysis and is not a required part of the basic financial           
statements but is supplementary information required by the Department of       
Labor's Rules and Regulations for Reporting and Disclosure under the            
Employee Retirement Income Security Act of 1974.  This supplemental             
schedule is the responsibility of the Plan's management.  The Fund              
Information in the statements of net assets available for benefits with         
fund information and the statements of changes in net assets available          
for benefits with fund information is presented for purposes of                 
additional analysis rather than to present the net assets available for         
benefits and changes in net assets available for benefits of each fund.         
The Schedule of Assets Held for Investment Purposes and the Fund                
Information have been subjected to the auditing procedures applied in the       
audits of the basic financial statements and, in our opinion, are fairly        
stated in all material respects in relation to the basic financial              
statements taken as a whole.                                                    

June 6,200                                                                      

WARNER-LAMBERT              
SAVINGS AND STOCK PLAN      
FOR COLLEAGUES IN PUERTO RICO       
STATEMENT OF NET ASSETS AVAILABLE       
FOR BENEFITS WITH FUND INFORMATION      
AS OF DECEMBER 31, 1999   
(Dollars in Thousands)    

          Fund Information
         -----------------------
W-L     
          Company    Participant
         Stock      Directed
                     Fund         Funds        Total
                    -------     -----------    -------
Assets:                                                                         

Investment in Warner-                                                           
Lambert Master Trust,                                                         
at fair value                   $ 12,353     $ 24,078      $ 36,431           

Participant loans                       -          953           953            
                     --------     --------      --------

Net assets available for                                                        
benefits                        $ 12,353     $ 25,031      $ 37,384           
                     ========     ========      ========

The accompanying notes are an integral part of the financial statements.        

WARNER-LAMBERT            
SAVINGS AND STOCK PLAN  
FOR COLLEAGUES IN PUERTO RICO 
STATEMENT OF NET ASSETS AVAILABLE 
FOR BENEFITS WITH FUND INFORMATION
 AS OF DECEMBER 31, 1998
(Dollars in Thousands)

        Fund Information
         -----------------------
W-L     
          Company    Participant
         Stock      Directed
                     Fund         Funds        Total
                    -------     -----------    -------
Assets:                                                                         

Investment in Warner-                                                           
Lambert Master Trust,                                                         
at fair value                   $ 10,925     $ 21,137      $ 32,062           

Participant loans                       -          782           782            

Receivables:                                                                    
Participant contributions               -           33            33            
Company contributions                   6            -             6            
                     --------     --------      --------

Net assets available for                                                        
benefits                        $ 10,931     $ 21,952      $ 32,883           
                     ========     ========      ========

The accompanying notes are an integral part of the financial statements.        

WARNER-LAMBERT  
SAVINGS AND STOCK PLAN
 FOR COLLEAGUES IN PUERTO RICO
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1999
(Dollars in Thousands)

            Fund Information
           -----------------------
            W-L Co.    Participant
          Stock       Directed
                      Fund          Funds        Total
                      -------     -----------    -------
Additions to net assets                                                         
attributable to:                                                              

Investment income from the                                                      
Warner-Lambert Master Trust      $ 1,178      $  2,250      $ 3,428           

Investment income from                                                          
participant loans                     24            43           67           

Contributions:                                                                  
Participant                            -         3,518        3,518           
Company                            1,360            (4)       1,356           
Loan repayments                       185          (185)           -            
                      -------      --------      -------
Total additions                     2,747         5,622        8,369            
                      -------      --------      -------

Distributions from net assets                                                   
attributable to:                                                              

Distributions to participants     (1,023)       (2,728)      (3,751)          
Loan issuances                      (246)          246            -           
Administrative expenses               (4)         (113)        (117)          
Interfund transfers                  (52)           52            -           
                      -------      --------      -------
Total deductions                   (1,325)       (2,543)      (3,868)           
                      -------      --------      -------

Increase in net assets                                                          
during the year                   1,422         3,079        4,501          

Net assets available for benefits:                                              

Beginning of period               10,931        21,952       32,883           
                      -------      --------      -------
End of period                    $12,353      $ 25,031      $37,384           
                      =======      ========      =======

The accompanying notes are an integral part of the financial statements.        

WARNER-LAMBERT SAVINGS AND STOCK PLAN   
FOR COLLEAGUES IN PUERTO RICO   
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE  
FOR BENEFITS WITH FUND INFORMATION    
FOR THE YEAR ENDED DECEMBER 31, 1998    
(Dollars in Thousands)    

          Fund Information
           -----------------------
            W-L Co.    Participant
          Stock       Directed
                       Fund          Funds         Total
                       -------     -----------    --------
Additions to net assets                                                         
attributable to:                                                              

Investment income from the                                                      
Warner-Lambert Master Trust      $ 4,984      $  7,624      $ 12,608          

Investment income from                                                          
participant loans                     16            34            50          

Contributions:                                                                  
Participant                            -         3,072         3,072          
Company                              873            20           893          
Loan repayments                        98           (98)            -           
                       -------      --------      --------
Total additions                     5,971        10,652        16,623           
                       -------      --------      --------

Distributions from net assets                                                   
attributable to:                                                              

Distributions to participants       (600)       (2,187)       (2,787)         
Loan issuances                      (247)          247             -          
Administrative expenses               (5)          (91)          (96)         
Interfund transfers                 (114)          114             -          
                       -------      --------      --------
Total deductions                     (966)        (1,917)      (2,883)          
                       -------      --------      --------

Increase in net assets                                                          
during the year                   5,005         8,735        13,740         

Net assets available for benefits:                                              

Beginning of period                5,926        13,217        19,143          
                       -------      --------      --------
End of period                    $10,931      $ 21,952      $ 32,883          
                       =======      ========      ========

The accompanying notes are an integral part of the financial statements.        

WARNER-LAMBERT              
SAVINGS AND STOCK PLAN      
FOR COLLEAGUES IN PUERTO RICO     
NOTES TO FINANCIAL STATEMENTS       
(Dollars in Thousands)      

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:                            

The financial statements of the Warner-Lambert Savings and Stock Plan for       
Colleagues in Puerto Rico (the "Plan") are prepared on the accrual basis        
of accounting.                                                                  

Master Trust Arrangement                                                        

The assets of the Plan have been commingled with the assets of the              
Warner-Lambert Savings and Stock Plan (collectively referred to as the          
"Plans"), for investment and administrative purposes in the Warner-             
Lambert Company Master Trust (the "Master Trust").  The Plans do not own        
specific Master Trust assets but rather maintain an undivided beneficial        
interest in such assets.  Each Plan's interest in the Trust is credited         
or charged for contributions, transfers and distributions. Net                  
appreciation on fair value of investments was allocated to the Plans            
based upon each Plan's beneficial interest in the net assets of the             
Master Trust.                                                                   

Expenses                                                                        

All expenses incurred are borne by the Plan.                                    

Risk and Uncertainties                                                          

Investment securities are exposed to various risks, such as interest            
rate, market and credit.  Due to the level of risk associated with              
certain investment securities and the level of uncertainty related to           
changes in the value of investment securities, it is at least reasonably        
possible that changes in the risks in the near term would materially            
affect the amounts reported in the Statement of Net Assets Available for        
Benefits and the Statement of Changes in Net Assets Available for               
Benefits.                                                                       

NOTE 2 - DESCRIPTION OF THE PLAN:                                               

The Plan is a defined contribution profit-sharing savings plan covering         
employees of Warner-Lambert Company (the "Company") in Puerto Rico who          
meet certain eligibility and participation requirements.  The following         
brief description of the Plan is provided for general information               
purposes only.  Participants should refer to the Plan agreement for more        
complete information.                                                           

Contributions                                                                   

Participants may elect to contribute into the Plan from a minimum of 1%         
up to a maximum of 15% of their basic earnings each year.  Participants         
have the option of contributing on a before-tax basis and/or an after-tax       
basis.  The Company contributes for each participant an amount equal to         
35% and 25% of such participant's before-tax and after-tax contributions,       
respectively, limited to those participant contributions less than or           
equal to 6% of the participant's basic earnings.  Based upon the                
participation and vesting requirements of the Plan, additional lump-sum         
matching contributions are recorded each year of 25% to 65% of such             
participant's contributions, up to 6% of base earnings, based upon growth       
in the Company's earnings-per-share versus the prior year.  All Company         
matching contributions are invested in the Warner-Lambert Company Stock         
Fund.                                                                           

Investment Options                                                              

Participants can elect to have their contributions invested in any of the       
funds noted below, with the exception of the Warner-Lambert Company Stock       
Fund.  At age fifty-five, participants can transfer assets out of the           
Warner-Lambert Company Stock Fund into other investment funds.  A               
description of all of these funds are as follows:                               

WARNER-LAMBERT COMPANY STOCK FUND - This fund invests employer                  
contributions in Warner-Lambert Company common stock.                           

WARNER-LAMBERT COLLEAGUE STOCK FUND - This fund invests in Warner-Lambert       
common stock, to provide an additional opportunity to participate in the        
performance of Warner-Lambert Company common stock.                             

S&P 500 FUND - This fund invests in substantially all common stocks that        
make up the S&P 500 to match, as closely as possible, the performance of        
the S&P 500 Composite Stock Index.                                              

FIXED INCOME FUND - This fund invests in marketable fixed income                
securities, as well as a diversified mix of guaranteed investment               
contracts, bank investment contracts, structured investment contracts,          
and separate account contracts issued by high-quality companies, to             
provide stability of principal value, minimal credit risk and current           
income.                                                                         

INTERNATIONAL STOCK FUND - This fund invests primarily in stocks of             
established growth companies outside the U.S., predominantly in Europe,         
East Asia, Australia, Canada, as well as other areas, to provide                
diversification of an international fund, as well as the opportunity for        
long-term capital growth.                                                       

BALANCED FUND - This fund invests in a balanced mix of approximately 60%        
stocks and 40% bonds, to provide long-term growth of capital from stocks        
and current income from bonds.                                                  

SMALL-CAP VALUE FUND - This fund invests in stocks of small companies           
believed to be undervalued at the time of purchase and have potential for       
capital growth, to provide long-term capital growth.                            

Changes in the participants' allocations relating to their contributions        
and the allocation of past contributions and earnings can be requested at       
any time.  A participant may also suspend contributions or withdraw from        
the Plan at any time, subject to certain restrictions and penalties.            

Vesting                                                                         

Generally, participating employees become fully vested in Company               
contributions made on their behalf to the Plan after completing three           
years of Plan membership or five years of service.  Forfeitures reduce          
contributions otherwise due from the Company. Forfeitures for the plan          
years 1999 and 1998 were $7 and $24, respectively.                              

Participant Loans                                                               

Loans may not exceed the lesser of (1) fifty thousand dollars or (2) 50%        
of the participant's before-tax account balance and the vested account          
balance in the Warner-Lambert Company Stock Fund.  Each loan must be for        
a minimum of five hundred dollars.  All loans will be repaid with               
interest at a rate that is equal to the prime rate effective at the close       
of business on the last business day of the month before the loan is            
taken.  Such rate remains in effect for the life of the loan.  The term         
of the loan shall not exceed 48 months.  A participant may take only one        
loan per calendar year and only two loans will be permitted to be               
outstanding at any time.  Participant loans are presented at cost, which        
approximates fair value.  For administrative purposes a loan fund has           
been created.                                                                   

Benefit Payments                                                                

Upon retirement, total disability, or death, participants may elect to          
have account balances paid as a lump sum payment or in annual                   
installments, or they can purchase an annuity contract.  If employment is       
terminated for any other reason, participants can elect to have a lump-         
sum payment of participant account balances in the Warner-Lambert Company       
Stock Fund if vested, and all other savings investment funds.                   

Plan Termination                                                                

In the event of termination of the Plan, or if there is a complete              
discontinuance of contributions under the Plan, all rights of                   
participants in accumulated investments credited to them become fully           
vested.  If the Plan is terminated by resolution of the Warner-Lambert          
Company Board of Directors, the balance in accumulated investments              
credited to each participant shall be distributed to the participant.           

NOTE 3 - PUERTO RICO AND TAX STATUS OF THE PLAN:                                

The Bureau of Income Tax of the Department of the Treasury of the               
Commonwealth of Puerto Rico has ruled that the Plan qualifies under             
section 165(a) of the Puerto Rico Income Tax Act of 1954 ("The Act") and        
is, therefore, not subject to tax under present income tax law.  The            
Plan, being exempt under Section 165(a) of the Act is subject to the            
provision of Section 404, which requires the trust to file an annual            
return stating income, receipts, disbursements, and other pertinent             
information.  Further, the Plan has received a determination letter             
advising that the original plan and subsequent amendments through October       
1, 1993 are qualified under Section 165(a) of the Puerto Rico Income Tax        
Act of 1954, as amended, and will be treated for purposes of Section            
501(a) of the Internal Revenue Code as an organization described in             
Section 401(a) of the Internal Revenue Code by reason of Section                
1022(i)(1) of the Employee Retirement Income Security Act of 1974               
("ERISA"), as amended. The Company believes that the Plan is designed and       
is currently being operated with the applicable requirements of the             
Internal Revenue Code.  Therefore no provision for income taxes has been        
taken.                                                                          

NOTE 4 - PLAN ADMINISTRATION:                                                   

The Retirement and Savings Plan Committee of the Warner-Lambert Company         
Board of Directors (the "Committee") monitors and reports on the                
selection and termination of trustees and investment managers and on the        
investment activity and performance.  The Committee also implements the         
overall asset allocation guidelines as established by the Board of              
Directors and decides on benefit appeals.  The Investment Committee,            
established by the Warner-Lambert Company Board of Directors, is                
responsible for the daily administration of the Plan, including oversight       
of plan investments, plan trustees and investment managers.                     

NOTE 5 - MASTER TRUST FINANCIAL INFORMATION:                                    

At December 31, 1999 and 1998, the Plan has a 1.7% and 1.6% interest,           
respectively, in the Master Trust.  The financial statements for the            
Master Trust are prepared on the cash basis.  The financial statements          
for the years ended October 31, 1999 and 1998 follow.  The Plan's               
financial statements have been adjusted for November and December               
activity.  All adjustments necessary to reflect the Plan's financial            
statements on an accrual basis have been made.                                  

NOTE 6 - SUBSEQUENT EVENTS:                                                     

Warner-Lambert, Pfizer Inc. (Pfizer) and a wholly-owned subsidiary of           
Pfizer entered into a definitive merger agreement dated as of February 6,       
2000.  Under the terms of the proposed transaction, which has been              
approved by the Board of Directors and shareholders of both Warner-             
Lambert and Pfizer, each share of Warner-Lambert common stock will be           
exchanged for 2.75 shares of Pfizer common stock.  This transaction is          
subject to customary conditions, including qualifying as a tax-free             
reorganization and usual regulatory approvals.  The merger is expected to       
close during June of 2000.                                                      

SCHEDULE I                                                                      

Warner-Lambert        
Savings and Stock Plan      
for Colleagues in Puerto Rico       
Schedule of Assets        
Held for Investment Purposes        
at December 31, 1999        
(Dollars in Thousands)        

                                 Current
                      Cost       Value
                       --------  -----------

Investment in Warner-Lambert                                                    
Master Trust                         $ 16,898    $ 36,431               

Participant loans                               -          953                  
(Interest rate 6.0% - 10.0%)             --------     --------                  
(Maturity dates 1/1/2000 - 12/31/2004)   $ 16,898     $ 37,384                  
                      ========     =======

SIGNATURE   

Pursuant to the requirements of the Securities Exchange Act of 1934,  
the Warner-Lambert Investment Committee has duly caused this annual             
report to be signed by the undersigned thereunto duly authorized.               

  WARNER-LAMBERT SAVINGS
         AND STOCK PLAN FOR COLLEAGUES
IN PUERTO RICO      

Date:  June 7, 2000          By:  /s/  Ernest J. Larini                         
              --------------------------
    Ernest J. Larini
Chairman    
                       Warner-Lambert Investment Committee

EXHIBIT I                                                                       
1 of 2                                                                        
WARNER-LAMBERT COMPANY      
MASTER TRUST      
STATEMENT OF NET ASSETS AVAILABLE     
FOR BENEFITS WITH FUND INFORMATION    
AS OF OCTOBER 31, 1999    
(Dollars in Thousands)    

                Fund Information
                ------------------------
   W-L
                  Company    Participant
                  Stock       Directed
                               Fund         Funds          Total
                                ---------   ------------    ----------

Investments at fair value:                                                      
Warner-Lambert Common Stock         $ 915,455    $   576,747   $1,492,202     

Equity Funds                               -        410,672      410,672      

Short-term investments                     -         20,996       20,996      

Investments at contract value:                                                  
Group annuity contracts                    -         29,653       29,653      

Investment contracts                       -        124,226      124,226      
                             ---------    -----------   ----------

Net assets available for                                                        
benefits                           $ 915,455    $1,162,294    $2,077,749      
                             =========    ==========    ==========

The accompanying notes are an integral part of the financial statements.        

EXHIBIT I                                                                       
2 of 2                                                                          
        WARNER-LAMBERT COMPANY
        MASTER TRUST
         STATEMENT OF NET ASSETS AVAILABLE
          FOR BENEFITS WITH FUND INFORMATION
        AS OF OCTOBER 31, 1998
        (Dollars in Thousands)

                Fund Information
                ------------------------
   W-L
                  Company    Participant
                  Stock       Directed
                               Fund         Funds          Total
                                ---------   ------------    ----------

Investments at fair value:                                                      
Warner-Lambert Common Stock         $ 978,159    $   641,202    $1,619,361    

Equity Funds                               -        290,421       290,421     

Short-term investments                     -         45,653        45,653     

Investments at contract value:                                                  
Group annuity contracts                    -         39,334        39,334     

Investment contracts                       -         76,807        76,807     
                              ---------    -----------    ----------

Net assets available for                                                        
benefits                           $ 978,159    $1,093,417     $2,071,576     
                              =========    ==========     ==========

The accompanying notes are an integral part of the financial statements.        

EXHIBIT II                                                                      
1 of 2                                                                          
     WARNER-LAMBERT COMPANY MASTER TRUST
      STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
    FOR BENEFITS WITH FUND INFORMATION
     FOR THE YEAR ENDED OCTOBER 31, 1999
      (Dollars in Thousands)

            Fund Information
             -----------------------
     W-L
                      Company    Participant
                      Stock       Directed
                                   Fund         Funds          Total
                                    ---------   ------------   -----------

Additions to net assets                                                         
attributable to:                                                            
Investment income:                                                              
Interest income                      $      76   $     1,208     $    1,284   
Dividend income                          9,173        24,293         33,466   
Net appreciation on fair value of                                             
investments                             8,182        59,848         68,030  

Contributions:                                                                  
Participant                                  -        65,382         65,382   
Company                                 26,540           220         26,760   

Loan repayments                             500         8,251          8,751    
                                  ---------   -----------      ---------
Total additions                          44,471       159,202        203,673    
                                  ---------   -----------      ---------
Deductions from net assets                                                      
attributable to:                                                            
Distributions to participants          (74,217)     (111,542)      (185,759)  
Loan issuances                            (572)      (10,139)       (10,711)  
Administrative expenses                    (14)       (1,016)        (1,030)  
Interfund transfers                    (32,372)       32,372              -   
                                  ---------   -----------      ---------
Total deductions                       (107,175)      (90,325)      (197,500)   
                                  ---------   -----------      ---------
Increase/(decrease)in net assets                                                
during the year                        (62,704)       68,877          6,173   
Net assets available for benefits:                                              
Beginning of period                    978,159     1,093,417      2,071,576   
                                  ---------   -----------     ----------
End of period                        $ 915,455   $ 1,162,294     $2,077,749   
                                  =========   ===========     ==========

The accompanying notes are an integral part of the financial statements.        

EXHIBIT II                                                                      
2 of 2                                                                          

     WARNER-LAMBERT COMPANY MASTER TRUST
      STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
    FOR BENEFITS WITH FUND INFORMATION
     FOR THE YEAR ENDED OCTOBER 31, 1998
      (Dollars in Thousands)

                  Fund Information
                ------------------------
     W-L
                      Company    Participant
                      Stock       Directed
                                   Fund         Funds          Total
                                    ---------   ------------   -----------

Additions to net assets                                                         
attributable to:                                                            
Investment income:                                                              
Interest income                      $      63   $     1,089     $    1,152   
Dividend income                          7,952        22,083         30,035   
Net appreciation on fair value of                                             
investments                           397,130       275,097        672,227  

Contributions:                                                                  
Participant                                  -        57,132         57,132   
Company                                 19,234            27         19,261   

Loan repayments                             417         8,228          8,645    
                                  ---------   -----------      ---------
Total additions                         424,796       363,656        788,452    
                                  ---------   -----------      ---------
Deductions from net assets                                                      
attributable to:                                                            
Distributions to participants          (57,022)      (73,135)      (130,157)  
Loan issuances                            (668)       (9,877)       (10,545)  
Administrative expenses                    (21)         (932)          (953)  
Interfund transfers                    (32,131)       32,131              -   
                                  ---------   -----------      ---------
Total deductions                        (89,842)      (51,813)      (141,655)   
                                  ---------   -----------      ---------
Increase in net assets during                                                   
the year                              334,954       311,843        646,797  

Net assets available for benefits:                                              
Beginning of period                    643,205       781,574      1,424,779   
                                  ---------   -----------     ----------
End of period                        $ 978,159   $ 1,093,417     $2,071,576   
                                  =========   ===========     ==========

The accompanying notes are an integral part of the financial statements.        

Exhibit III                                                                     

WARNER-LAMBERT COMPANY  
MASTER TRUST  
NOTES TO THE FINANCIAL STATEMENTS 
(Dollars in Thousands)  

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:                            

Basis of Financial Statement Presentation                                       

The financial statements of the Warner-Lambert Company Master Trust (the        
"Master Trust") include the assets of the Warner-Lambert Savings and            
Stock Plan and the Warner-Lambert Savings and Stock Plan for Colleagues         
in Puerto Rico (collectively the "Plans") and are prepared on the cash          
basis of accounting. The Plans are defined contribution profit-sharing          
savings plans, subject to the provisions of the Employee Retirement             
Income Security Act of 1974 ("ERISA"), as amended.                              

The assets of the Plans have been commingled for investment and                 
administrative purposes in the Master Trust.  Accordingly, the Plans do         
not own specific Master Trust assets but rather maintain an undivided           
beneficial interest in such assets.  Each Plan's interest in the Trust is       
credited or charged for contributions, transfers and distributions. Net         
appreciation on fair value of investments was allocated to the Plans            
based upon each Plan's beneficial interest in the net assets of the             
Master Trust.                                                                   

Valuation of Investments                                                        

Investments traded on a national exchange are valued based upon the last        
published quotations for the last business day of the year. Short-term          
investments are valued at cost which approximates market value. The fully       
benefit-responsive group annuity and investment contracts, the principal        
and interest of which are guaranteed, are valued at contract value              
representing contributions made under the contracts, plus interest at the       
contract rate, less funds withdrawn.  Contract value approximates fair          
value.  The average annual yield and average annual crediting interest          
rate of these investments for each of the years ended 12/31/99 and              
12/31/98 was 6%.                                                                

Investment Income                                                               

Dividend and interest income are recorded by T. Rowe Price (the                 
"Trustee") as earned.  Net appreciation on fair value of investments            
consists of realized and unrealized gains and losses.                           

Expenses                                                                        

All expenses incurred are borne by the Plans.                                   

Risk and Uncertainties                                                          
Investment securities are exposed to various risks, such as interest            
rate, market and credit.  Due to the level of risk associated with              
certain investment securities and the level of uncertainty related to           
changes in the value of investment securities, it is at least reasonably        
possible that changes in the risks in the near term would materially            
affect the amounts reported in the Statement of Net Assets Available for        
Benefits and the Statement of Changes in Net Assets Available for               
Benefits.                                                                       

NOTE 2 - TAX STATUS OF THE MASTER TRUST:                                        

The Plans in the Master Trust are intended to be qualified plans under          
Section 401(a) of the Internal Revenue Code, and the Master Trust               
established thereunder is entitled to exemption from federal income tax         
under the provisions of Section 501(a) of the Code.  Accordingly, no            
provision for federal income tax has been made.                                 

Note 3 - SIGNIFICANT INVESTMENTS:                                               

The following investments represent over 5% of the assets held for              
investment purposes by the Master Trust at:                                     

                      October 31,  October 31,
                     1999         1998
                      ----------   -----------
Warner-Lambert Company Common Stock    $1,492,202   $1,619,361                  

S&P 500 Fund                              183,901      138,238                  

Note 4 - TRUST ADMINISTRATION:                                                  

The Retirement and Savings Plan Committee of the Warner-Lambert Company         
Board of Directors (the "Committee") monitors and reports on the                
selection and termination of trustees and investment managers and on the        
investment activity and performance.  The Committee also implements the         
overall asset allocation guidelines as established by the Board of              
Directors and decides on benefit appeals.  The Investment Committee,            
established by the Warner-Lambert Company Board of Directors, is                
responsible for the daily administration of the Master Trust, including         
oversight of plan investments, plan trustees and investment managers.           

Note 5 - SUBSEQUENT EVENTS:                                                     

Warner-Lambert, Pfizer Inc. (Pfizer) and a wholly-owned subsidiary of           
Pfizer entered into a definitive merger agreement dated as of February 6,       
2000.  Under the terms of the proposed transaction, which has been              
approved by the Board of Directors and shareholders of both Warner-             
Lambert and Pfizer, each share of Warner-Lambert common stock will be           
exchanged for 2.75 shares of Pfizer common stock.  This transaction is          
subject to customary conditions, including qualifying as a tax-free             
reorganization and usual regulatory approvals.  The merger is expected to       
close during June of 2000.                                                      

Consent of Independent Accountants    

We hereby consent to the incorporation by reference in the                      
Prospectus constituting part of the Registration Statement on Form              
S-8 (Nos. 33-12209, 333-78645 and 33-49244) of Warner-Lambert                   
Company of our report dated June 6, 2000 appearing on page 2 of                 
this Form 11-K.                                                                 

PRICEWATERHOUSECOOPERS LLP                                                      
Florham Park, New Jersey                                                        
June 7, 2000                                                                    

4                                                                               

12

Dates Referenced Herein and Documents Incorporated by Reference

This ‘11-K’ Filing	Date	Other Filings

Filed on:	6/15/00	11-K
	6/7/00
	6/6/00
	2/6/00	8-K
For Period End:	12/31/99	10-K, 11-K
	10/31/99
	12/31/98	10-K405, 10-K405/A, 11-K
	10/31/98
	10/1/93
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Warner Lambert Co – ‘11-K’ for 12/31/99

On: Thursday, 6/15/00, at 11:14am ET · For: 12/31/99 · Accession #: 104669-0-3 · File #: 1-03608

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Annual Report of an Employee Stock Purchase, Savings or Similar Plan — Form 11-KFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report of an Employee Stock Purchase, Savings or Similar Plan — Form 11-K
Filing Table of Contents