Warner Lambert Co – ‘S-3’ on 5/23/96 – EX-4

As of:  Thursday, 5/23/96   ·   Accession #:  950117-96-529   ·   File #:  333-04353

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Warner-Lambert S-3                                    31    197K 
 2: EX-4        Exhibit 4(B)                                           4     28K 
 3: EX-5        Opinion re: Legality                                   2     13K 
 4: EX-12       Statement re: Computation of Ratios                    1      8K 
 5: EX-23       Exhibit 23(A)                                          1      6K 
 6: EX-25       Statement re: Eligibility of Trustee                   5     25K 

EX-4   —   Exhibit 4(B)

EX-4
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                                                                    EXHIBIT 4(b)

          FIRST  SUPPLEMENTAL  INDENTURE  dated  as  of  May  15,  1996,  to the
     Indenture dated as of June 1, 1986 (hereinafter the 'Original  Indenture'),
     between  WARNER-LAMBERT COMPANY, a corporation  duly organized and existing
     under the laws  of the State  of Delaware (hereinafter  referred to as  the
     'Company'),  and THE  BANK OF  NEW YORK,  formerly Irving  Trust Company, a
     corporation duly organized and existing under the laws of the State of  New
York (hereinafter referred to as the 'Trustee').                      

     WHEREAS  the Company  and the Trustee  entered into  the Original Indenture
providing for the  creation, execution, authentication  and delivery of  certain
Securities of the Company;                                                      

     WHEREAS  the  Company has  requested the  Trustee  to join  with it  in the
execution and  delivery  of  this  First  Supplemental  Indenture  in  order  to
supplement  and amend  the Original  Indenture, by  amending and  adding certain
provisions thereof, to permit the Company to require, if it shall so elect, that
the Securities of any series be issued, in whole or part, in the form of one  or
more Global Securities;                                                         

     WHEREAS Section 901 of the Original Indenture provides, among other things,
that the Company, when authorized by a resolution of its Board of Directors, and
the  Trustee may from  time to time and  at any time enter  into an indenture or
indentures supplemental to the Original  Indenture for the purpose, inter  alia,
of  making such other provisions as shall  not adversely affect the interests of
any holders of outstanding Securities.                                          

     WHEREAS the Company  and the  Trustee are  desirous of  entering into  this
First  Supplemental Indenture for the  purposes set forth in  Section 901 of the
Original Indenture as referred to above; and                                    

     WHEREAS all acts and things necessary to constitute this First Supplemental
Indenture a valid, binding  and legal instrument of  the Company have been  done
and  performed by  the Company,  and the  execution and  delivery of  this First
Supplemental Indenture have in all respects been duly authorized by the Company,
and the Company, in the exercise of legal right and power in it vested, executes
this First Supplemental Indenture.                                              

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:         

     For and in consideration of the premises and the covenants herein contained
and the  purchase and  acceptance  of the  Securities  issued hereunder  by  the
Holders  thereof, and for other valuable  consideration, the receipt of which is
hereby acknowledged, the Company covenants and agrees with the Trustee, for  the
equal  and proportionate benefit of the respective  Holders from time to time of
the Securities, as follows:                                                     

ARTICLE I 
DEFINITIONS 

     Except as  otherwise  defined in  or  amended by  this  First  Supplemental
Indenture, the capitalized words and terms used herein shall have the respective
meanings set forth in the Original Indenture.                                   

ARTICLE II
MODIFICATIONS OF THE ORIGINAL INDENTURE 

     A.  Section 101 of the Original Indenture is amended to add new definitions
thereto, in the appropriate alphabetical sequence, as follows:                  

'Depositary:                                                    

             The term 'Depositary' shall mean, unless otherwise specified by the
        Company pursuant to Section  301 or 311, with  respect to Securities  of
        any  series issuable or issued in whole or in part in the form of one or
        more Global  Securities, The  Depository Trust  Company, New  York,  New
        York, or any successor thereto registered as a clearing agency under the
        Securities Exchange Act of 1934, as amended, or other applicable statute
or regulation.'                                                 

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'Global Security:                                           

             The term 'Global Security' shall mean with respect to any series of
        Securities issued hereunder, a Security which is executed by the Company
        and  authenticated and  delivered by  the Trustee  to the  Depositary or
        pursuant to the  Depositary's instruction, all  in accordance with  this
        Indenture  and any indentures supplemental  hereto, or resolution of the
        Board of  Directors and  set forth  in an  Officers' Certificate,  which
        shall  be registered in  the name of  the Depositary or  its nominee and
        which shall represent, and  shall be denominated in  an amount equal  to
        the  aggregate principal amount of, all of the Outstanding Securities of
        such series  or any  portion thereof,  in either  case having  the  same
        terms, including, without limitation, the same original issue date, date
        or  dates on  which principal  is due,  and interest  rate or  method of
determining interest.'                                          

          B.  Section  301  of the  Original  Indenture  is    amended   to  (i)
     redesignate paragraph (12) as paragraph (13) and (ii)  add  a new paragraph
(12) as follows:                                                      

          '(12)  if the Securities of the series  shall be issued in whole or in
     part in  the  form  of a  Global  Security  or Securities,  the  terms  and
     conditions,  if any, upon  which such Global Security  or Securities may be
     exchanged in whole or in part for other individual Securities in definitive
     registered form, and the Depositary for such Global Security or Securities;
and'                                                                  

          C. Article  Three  of  the Original Indenture is amended to add a  new
Section 311, which reads in its entirety as follows:                  

             SECTION  311. Securities Issuable in the Form of a Global Security.
        (a) If the Company shall establish pursuant to Sections 201 and 301 that
        the Securities of a particular  series are to be  issued in whole or  in
        part  in the  form of  one or more  Global Securities,  then the Company
        shall execute and  the Trustee or  its agent shall,  in accordance  with
        Section   303,  authenticate  and  deliver,   such  Global  Security  or
        Securities, which (i) shall  represent, and shall  be denominated in  an
        amount  equal  to the  aggregate  principal amount  of,  the Outstanding
        Securities of such series to be  represented by such Global Security  or
        Securities,  or such portion thereof as  the Company shall specify in an
        Officers' Certificate,  (ii) shall  be  registered in  the name  of  the
        Depositary  for such Global Security or Securities or its nominee, (iii)
        shall be delivered  by the  Trustee or its  agent to  the Depositary  or
        pursuant  to the Depositary's  instruction and (iv)  shall bear a legend
        substantially to the following effect: 'Unless and until it is exchanged
        in whole or in  part for the  individual Securities represented  hereby,
        this  Global Security may  not be transferred  except as a  whole by the
        Depositary to  a  nominee of  the  Depositary or  by  a nominee  of  the
        Depositary  to the Depositary or another nominee of the Depositary or by
        the Depositary  or any  such  nominee to  a  successor Depositary  or  a
        nominee  of such successor Depositary', or such other legend as may then
     be required by the Depositary for such Global Security or Securities.

             (b) Notwithstanding any other provision  of this Section 311 or  of
        Section  305 to the contrary, and subject to the provisions of paragraph
        (c) below, unless the terms of  a Global Security expressly permit  such
        Global  Security  to be  exchanged in  whole or  in part  for definitive
        Securities in registered form, a Global Security may be transferred,  in
        whole but not in part and in the manner provided in Section 305, only by
        the  Depositary to a nominee of the Depositary for such Global Security,
        or by a nominee of the  Depositary to the Depositary or another  nominee
        of  the Depositary, or by the Depositary  or a nominee of the Depositary
        to a successor Depositary for such Global Security selected or  approved
by the Company, or to a nominee of such successor Depositary.   

             (c)  (i) If  at any  time the Depositary  for a  Global Security or
        Securities notifies  the  Company that  it  is unwilling  or  unable  to
        continue  as Depositary for such Global  Security or Securities or if at
        any time the  Depositary for  the Securities  for such  series shall  no
        longer be eligible or in good standing under the Securities Exchange Act
        of  1934, as  amended, or  other applicable  statute or  regulation, the
        Company shall appoint a successor Depositary with respect to such Global
        Security or  Securities.  If  a successor  Depositary  for  such  Global
        Security  or Securities is  not appointed by the  Company within 90 days
after the Company                                               

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        receives such notice or becomes aware of such ineligibility, the Company
        will execute, and the  Trustee or its agent,  upon receipt of a  Company
        Order  for the authentication  and delivery of  individual Securities of
        such series in exchange for such Global Security, will authenticate  and
        deliver, individual Securities of such series of like tenor and terms in
        definitive  form in an aggregate principal amount equal to the principal
        amount of the Global  Security in exchange for  such Global Security  or
Securities.                                                     

             (ii)  The  Company  may at  any  time  and in  its  sole discretion
        determine that the Securities of any series or portion thereof issued or
        issuable in the form of one or more Global Securities shall no longer be
        represented by such  Global Security  or Securities. In  such event  the
        Company  will execute, and the Trustee,  upon receipt of a Company Order
        for the authentication  and delivery  of individual  Securities of  such
        series  in exchange in whole  or in part for  such Global Security, will
        authenticate and deliver  individual Securities of  such series of  like
        tenor  and terms  in definitive  form in  an aggregate  principal amount
        equal to  the principal  amount of  such series  or portion  thereof  in
exchange for such Global Security or Securities.                

             (iii)  If specified by the Company pursuant to Sections 201 and 301
        with respect to Securities  issued or issuable in  the form of a  Global
        Security,  the Depositary  for such  Global Security  may surrender such
        Global  Security  in  exchange  in  whole  or  in  part  for  individual
        Securities  of such series of like tenor and terms in definitive form on
        such terms  as are  acceptable  to the  Company,  the Trustee  and  such
        Depositary.  Thereupon the Company shall execute, and the Trustee or its
        agent upon  receipt  of  a  Company Order  for  the  authentication  and
        delivery  of definitive Securities of such series shall authenticate and
        deliver, without service charge,  (A) to each  person specified by  such
        Depositary a new Security or Securities of the same series of like tenor
        and terms and of any authorized denomination as requested by such person
        in aggregate principal amount equal to and in exchange for such person's
        beneficial interest in the Global Security; and (B) to such Depositary a
        new  Global  Security  of like  tenor  and  terms and  in  an authorized
        denomination equal  to the  difference, if  any, between  the  principal
        amount  of the surrendered  Global Security and  the aggregate principal
amount of Securities delivered to Holders thereof.              

             (iv) In any  exchange provided for  in any of  the preceding  three
        paragraphs,  the Company will execute and  the Trustee or its agent will
        authenticate and deliver individual Securities in definitive  registered
        form  in  authorized  denominations.  Upon the  exchange  of  the entire
        principal amount of  a Global Security  for individual Securities,  such
        Global Security shall be canceled by the Trustee or its agent. Except as
        provided in the preceding paragraph, Securities issued in exchange for a
        Global  Security pursuant  to this Section  shall be  registered in such
        names and in such  authorized denominations as  the Depositary for  such
        Global  Security, pursuant to instructions  from its direct and indirect
        participants or otherwise, shall instruct the Trustee or the  Registrar.
        The  Trustee  or  the Registrar  shall  deliver such  Securities  to the
Persons in whose names such Securities are so registered.'      

          D. The second paragraph  of Section 305 of  the Original Indenture  is
     amended  to add the words 'Subject to  Section 311,' before the word 'Upon'
in the first sentence of such paragraph.                              

          E. The third  paragraph of Section  305 of the  Original Indenture  is
     amended  to add the  words 'Subject to  Section 311,' after  the first word
'exchange' in the second sentence of such paragraph.                  

          F. The following paragraph is added at  the end of Section 305 of  the
Original Indenture:                                                   

             'None  of the Company,  the Trustee, any agent  of the Trustee, any
        paying agent or any Security  Registrar will have any responsibility  or
        liability for any aspect of the records relating to, or payments made on
        account  of beneficial ownership  interests in a  Global Security or for
        maintaining, supervising  or  reviewing  any records  relating  to  such
beneficial ownership interests.'                                

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ARTICLE III 
MISCELLANEOUS PROVISIONS

     A.   The  Original  Indenture,  as  amended  and  modified  by  this  First
Supplemental Indenture,  hereby  is  in all  respects  ratified,  confirmed  and
approved.                                                                       

     B.  This First Supplemental Indenture shall be construed in connection with
and as part of the Original Indenture.                                          

     C. This  First Supplemental  Indenture may  be executed  in any  number  of
counterparts,  each of which  shall be an original,  but such counterparts shall
together constitute but one and the same instrument.                            

     D. The recitals contained  herein shall be taken  as the statements of  the
Company,  and the Trustee  assumes no responsibility  for their correctness. The
Trustee makes no representation as to the validity or sufficiency of this  First
Supplemental Indenture.                                                         

     E.  This First Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.                              

     The Bank of New York hereby  accepts the trusts in this First  Supplemental
Indenture  declared and provided, upon the  terms and conditions hereinabove set
forth.                                                                          

     IN  WITNESS  WHEREOF,   WARNER-LAMBERT  COMPANY  has   caused  this   First
Supplemental Indenture to be duly signed and acknowledged by its Chairman of the
Board, President, any Vice President or its Treasurer thereunto duly authorized,
and  the same to be attested by its Secretary or an Assistant Secretary; and THE
BANK OF NEW YORK caused this First Supplemental Indenture to be duly signed  and
acknowledged  by one of its Assistant  Treasurers thereunto duly authorized, and
the same to be attested by one of its Assistant Treasurers.                     

                          WARNER-LAMBERT COMPANY

                             by /s/ WILLIAM S. WOODSON

                            Name: William S. Woodson
                     Title:  Treasurer

Attest:                                                                         

/s/ RAE G. PALTIEL                                                              

Name: Rae G. Paltiel                                                            
Title:  Secretary                                                               

                        THE BANK OF NEW YORK

                        by /s/ NANCY B. GILL

                       Name: Nancy B. Gill
                               Title:  Assistant Treasurer

Attest:                                                                         

/s/ MARIE E. TRIMBOLI                                                           

Name: Marie E. Trimboli                                                         
Title:  Assistant Treasurer                                                     

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		5/23/96							PRE 14A,  SC 13D
		5/15/96		1
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