PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED OCTOBER 31, 2000)
PFIZER INC. 3 5/8% NOTES DUE 2004
INTEREST PAYABLE ON MAY 1 AND NOVEMBER 1
THE NOTES WILL MATURE ON NOVEMBER 1, 2004, WILL BE OUR SENIOR UNSECURED DEBT OBLIGATIONS, WILL NOT BE REDEEMABLE PRIOR TO MATURITY, AND WILL NOT BE SUBJECT TO ANY SINKING FUND.
THE UNDERWRITER PROPOSES TO OFFER THE NOTES FROM TIME TO TIME FOR SALE IN NEGOTIATED TRANSACTIONS, OR OTHERWISE, AT VARYING PRICES TO BE DETERMINED AT THE TIME OF EACH SALE. THE UNDERWRITER HAS AGREED TO PURCHASE THE NOTES FROM US AT 100% OF THEIR PRINCIPAL AMOUNT ($600,000,000 OF PROCEEDS TO US), SUBJECT TO THE TERMS AND CONDITIONS IN THE UNDERWRITING AGREEMENT BETWEEN THE UNDERWRITER AND US.
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. MORGAN STANLEY & CO. INCORPORATED EXPECTS TO DELIVER THE NOTES TO PURCHASERS ON OCTOBER 31, 2001.
MORGAN STANLEY OCTOBER 24, 2001
TABLE OF CONTENTSPROSPECTUS SUPPLEMENT
Disclosure Notice: Forward Looking Information S-2
Ratios of Earnings to Fixed Charges........... S-3
Use of Proceeds............................... S-3
Description of Notes.......................... S-3
Legal Matters................................. S-8
PROSPECTUS Where You Can Find More Information........... 1
The Company................................... 2
Ratio of Earnings to Fixed Charges............ 2
Use of Proceeds............................... 2
Description of Debt Securities................ 2
Plan of Distribution.......................... 8
Validity of Debt Securities................... 9
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. IF ANYONE PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SECURITIES IN ANY JURISDICTION WHERE IT IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS, NOR ANY SALE OF NOTES MADE UNDER THESE DOCUMENTS, WILL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATION AND PROSPECTS MAY HAVE CHANGED SINCE THOSE DATES. DISCLOSURE NOTICE: FORWARD LOOKING INFORMATION
The information contained in this prospectus supplement is accurate only as
of the date hereof, and will not be updated as a result of new information or
future events or developments.
This prospectus supplement and accompanying prospectus contain or
incorporate forward-looking statements within the meaning of the securities
laws about our financial results and estimates, business prospects and products
in research that involve substantial risks and uncertainties. You can identify
these statements by the fact that they use words such as "anticipate,""estimate,""expect,""project,""intend,""plan,""believe," and other words
and terms of similar meaning in connection with any discussion of future
operating or financial performance. Among the factors that could cause actual
results to differ materially are the following: the success of research and
development activities and the speed with which regulatory authorizations and
product launches may be achieved; competitive developments affecting our
current growth products; our ability to successfully market both new and
existing products domestically and internationally; difficulties or delays in
manufacturing; trade buying patterns; our ability to meet generic and branded
competition after the expiration of our patents;
trends toward managed care and health care cost containment; possible U.S.
legislation affecting pharmaceutical pricing and reimbursement or Medicare;
exposure to product liability and other types of lawsuits; contingencies
relating to actual or alleged environmental contamination; our ability to
protect our intellectual property both domestically and internationally;
interest rate and foreign currency exchange rate fluctuations; governmental
laws and regulations affecting domestic and foreign operations, including tax
obligations; general changes in generally accepted accounting principles; any
changes in business, political and economic conditions due to the recent
terrorist attacks in the U.S., the threat of future terrorist activity in the
U.S. and other parts of the world, and related U.S. military action overseas;
and growth in costs and expenses, changes in our product mix and the impact of
acquisitions, divestitures, restructurings and other unusual items. A further
list and description of these risks, uncertainties and other matters can be
found in our Annual Report on Form 10-K for the fiscal year ended December 31,2000, and in our periodic reports on Forms 10-Q and 8-K (if any).
RATIOS OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges for the six months ended
July 1, 2001 and for each of the fiscal years ended December 31, 1996 through
2000 is set forth below. For the purpose of computing these ratios, "earnings"
consist of income from continuing operations before provision for taxes on
income and minority interests less minority interests and less undistributed
earnings (losses) of unconsolidated subsidiaries adjusted for fixed charges,
excluding capitalized interest. "Fixed charges" consist of interest expense,
amortization of debt discount and expenses, capitalized interest and one-third
of rental expense which we believe to be a conservative estimate of an interest
factor in our leases. It is not practicable to calculate the interest factor in
a material portion of our leases. The ratio was calculated by dividing the sum
of the fixed charges into the sum of the earnings before taxes and fixed
SIX MONTHS YEAR ENDED DECEMBER 31
- ENDED ------------------------
JULY 1, 2001 2000 1999 1998 1997 1996
- ------------ ---- ---- ---- ---- ----
Ratio of earnings to fixed charges 23.5 11.6 14.7 13.1 10.9 10.1
USE OF PROCEEDS
We will use the net proceeds before expenses from the sale of the Notes of
approximately $600,000,000 for general corporate purposes, including the
reduction of U.S. short-term borrowings. As of October 19, 2001, we had
approximately $4.605 billion of U.S. short-term borrowings outstanding with an
average interest rate of 2.5%. We may temporarily invest funds that are not
immediately needed for these purposes in short-term marketable securities.
DESCRIPTION OF NOTES
The Notes are a series of debt securities described in the accompanying
prospectus. Reference should be made to the accompanying prospectus for a
detailed summary of additional provisions of the Notes and of the indenture
dated as of January 30, 2001 between Pfizer Inc. and The Chase Manhattan Bank,
as trustee, under which the Notes are issued. The following description is a
summary of selected portions of the indenture. It does not restate the
indenture because it, and not this description, defines your rights as a holder
of the Notes.
PRINCIPAL, MATURITY AND INTEREST
The Notes will initially be limited to $600,000,000 aggregate principal
amount. The Notes will mature on November 1, 2004. We will issue the Notes in
denominations of $1,000 and integral multiples of $1,000.
Interest on the Notes will accrue at the annual rate of 3 5/8%. Interest
will accrue from and including October 31, 2001, and is payable on May 1 and
November 1 of each year, commencing May 1, 2002. We will make each interest
payment to the holders of record of Notes at the close of business on the next
preceding April 15 and October 15.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months. The trustee, through its corporate trust office in the Borough
of Manhattan, City of New York (in such capacity, the "paying agent") will act
as our paying agent with respect to the Notes. Payments of principal, interest
and premium, if any, will be made by us through the paying agent to DTC.
The Notes will be unsecured general obligations of Pfizer and will rank
equally with all other unsecured and unsubordinated indebtedness of Pfizer from
time to time outstanding.
Pfizer may, without the consent of the holders of Notes, issue additional
notes having the same ranking and the same interest rate, maturity and other
terms as the Notes. Any additional notes having such similar terms, together
with the Notes, will constitute a single series of notes under the indenture.
No additional notes of this series may be issued if an event of default has
occurred with respect to the Notes. Pfizer will not issue any additional notes
intended to form a single series with the Notes unless the further notes will
be fungible with all notes of the same series for U.S. Federal income tax
REDEMPTION; SINKING FUND
The Notes are not redeemable prior to maturity and will not be entitled to
the benefit of a sinking fund.
The Depository Trust Company, New York, NY, will act as securities
depository for the Notes. The Notes will be issued as fully registered
securities registered in the name of Cede & Co. (DTC's partnership nominee) or
such other name as may be requested by an authorized representative of DTC. One
or more fully-registered Note certificates will be issued for the Notes, in the
aggregate principal amount of such issue, and will be deposited with DTC.
Beneficial interests in the Notes will be shown on, and transfers thereof
will be effected only through, records maintained by DTC and its direct and
indirect participants, including Euroclear Bank S.A./N.V., as operator of the
Euroclear System ("Euroclear") and Clearstream Banking, Societe anonyme,
Luxembourg ("Clearstream Banking"). Investors may elect to hold interests in
the Notes through any of DTC, Euroclear or Clearstream Banking, if they are
participants in these systems, or indirectly through organizations which are
participants in these systems. Euroclear and Clearstream Banking hold
securities on behalf of their participants through customers' securities
accounts in their respective names on the books of their respective
depositaries, which in turn hold the securities in customers' securities
accounts in the depositaries' names on the books of DTC.
DTC has informed us that DTC is:
. a limited-purpose trust company organized under the New York Banking
. a "banking organization" within the meaning of the New York Banking Law;
. a member of the Federal Reserve System;
. a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
. a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934.
Euroclear and Clearstream Banking have informed us that: Euroclear and
Clearstream Banking each hold securities for their customers and facilitate the
clearance and settlement of securities transactions by electronic book-entry
transfer between their respective account holders. Euroclear and Clearstream
Banking provide various services including safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. Euroclear and Clearstream Banking also deal with
domestic securities markets in several countries through established depository
and custodial relationships. Euroclear and Clearstream Banking have established
an electronic bridge between their two systems across which their respective
participants may settle trades with each other.
Euroclear and Clearstream Banking customers are world-wide financial
institutions including underwriters, securities brokers and dealers, banks,
trust companies and clearing corporations. Indirect access to Euroclear and
Clearstream Banking is available to other institutions which clear through or
maintain a custodial relationship with an account holder of either system.
DTC holds securities that its participants ("Direct Participants") deposit
with DTC. DTC also facilitates the settlement among Direct Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Direct Participants'
accounts, which eliminates the need for physical movement of securities
certificates. Direct Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations.
DTC is owned by a number of its Direct Participants and by New York Stock
Exchange, Inc., the American Stock Exchange LLC, and the National Association
of Securities Dealers, Inc. Access to the DTC system is also available to
others such as securities brokers and dealers, banks, and trust companies that
clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The rules applicable
to DTC and its Direct and Indirect Participants are on file with the Securities
and Exchange Commission.
Purchases of Notes under the DTC system must be made by or through Direct
Participants, which receive a credit for the Notes on DTC's records. The
ownership interest of each actual purchaser of each Note ("Beneficial Owner")
is in turn to be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmations from DTC of their
purchase, but Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial
Owner entered into the transaction. Transfers of ownership interests in the
Notes are to be accomplished by entries made on the books of Direct and
Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in Notes
except in the event that use of the book-entry system for the Notes is
discontinued. As a result, the ability of a person having a beneficial interest
in the Notes to pledge such interest to persons or entities that do not
participate in the DTC system, or to otherwise take actions with respect to
such interest, may be affected by the lack of a physical certificate evidencing
such interest. In addition, the laws of some states require that certain
persons take physical delivery in definitive form of securities that they own
and that security interests in negotiable instruments can only be perfected by
delivery of certificates representing the instruments. Consequently, the
ability to transfer notes evidenced by the global notes will be limited to such
To facilitate subsequent transfers, all Notes deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Notes with DTC and their registration in
the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Notes; DTC's records reflect only the identity of the Direct Participants
to whose accounts such Notes are credited, which may or may not be the
Beneficial Owners. The Direct and Indirect Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance of notices and another communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote
with respect to the Notes. Under its usual procedures, DTC mails an Omnibus
Proxy to the issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Notes are credited on the record date (
identified in a listing attached to the Omnibus Proxy).
Payments of principal, interest and premium, if any, on the Notes will be
made to Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC. DTC's practice is to credit Direct
Participants' accounts, upon DTC's receipt of funds and corresponding detail
information from us on the payable date in accordance with their respective
holdings shown on DTC's records. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the
case with securities held for the accounts of customers in bearer form or
registered in "street name" and will be the responsibility of such Participant
and not of DTC, or us, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of redemption proceeds,
distributions, and dividends to Cede & Co. (or such other nominee as may be
requested by an authorized representative of DTC) is our responsibility and
disbursement of such payments to Direct Participants will be the responsibility
of DTC, and disbursement of such payments to the Beneficial Owners will be the
responsibility of Direct and Indirect Participants.
Investors electing to hold their Notes through DTC will follow the
settlement practices applicable to U.S. corporate debt obligations. The
securities custody accounts of investors will be credited with their holdings
on the settlement date against payment in same-day funds within DTC effected in
Investors electing to hold their Notes through Euroclear or Clearstream
Banking accounts will follow the settlement procedures applicable to
Secondary market sales of book-entry interests in the Notes between DTC
participants will occur in the ordinary way in accordance with DTC rules and
will be settled using the procedures applicable to United States corporate debt
obligations in DTC's Settlement System. Secondary market sales of book-entry
interests in the Notes held through Euroclear or Clearstream Banking to
purchasers of book-entry interests in the Notes through Euroclear or
Clearstream Banking will be conducted in accordance with the normal rules and
operating procedures of Euroclear and Clearstream Banking and will be settled
using the procedures applicable to conventional eurobonds.
DTC may discontinue providing its services as securities depository with
respect to the Notes at any time by giving reasonable notice to us. Under such
circumstances, in the event that a successor securities depository is not
obtained, Note certificates are required to be printed and delivered. In
addition, we may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Note certificates will be printed and delivered. See "Description of DebtSecurities--Global Securities" in the accompanying prospectus.
We will not have any responsibility or obligation to participants in the DTC
system or the persons for whom they act as nominees with respect to the
accuracy of the records of DTC, its nominee or any Direct or Indirect
Participant with respect to any ownership interest in the Notes, or with
respect to payments to or providing of notice for the Direct Participants, the
Indirect Participants or the beneficial owners of the Notes.
The information in this section concerning DTC, Euroclear, Clearstream
Banking and their book-entry systems has been obtained from sources that we
believe to be reliable. Neither we, the trustee or the underwriters, dealers or
agents are responsible for the accuracy or completeness of this information.
Subject to the terms and conditions set forth in the underwriting agreement
dated October 24, 2001, we have agreed to sell to Morgan Stanley & Co.
Incorporated, the underwriter, the entire $600,000,000 aggregate principal
amount of the Notes to which this prospectus supplement relates.
The underwriter proposes to offer the Notes from time to time for sale in
negotiated transactions, or otherwise, at varying prices to be determined at
the time of each sale. In connection with the sale of the Notes, the
underwriter may be deemed to have received compensation from us in the form of
We have agreed to indemnify the underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribute to payments the underwriter may be required to make in respect of
The underwriter is offering the Notes, subject to prior sale, when, as and
if issued to and accepted by them, subject to approval of legal matters by
their counsel, including the validity of the Notes, and other conditions
contained in the underwriting agreement, such as the receipt by the underwriter
of officer's certificates and legal opinions. The underwriter reserves the
right to withdraw, cancel or modify offers to the public and to reject orders
in whole or in part.
In connection with the offering, the underwriter is permitted to engage in
transactions that stabilize the market price of the Notes. Such transactions
consist of bids or purchases to peg, fix or maintain the price of the Notes. If
the underwriter creates a short position in the Notes in connection with the
offering, i.e., if it sells more Notes than are on the cover page of this
prospectus, the underwriter may reduce that short position by purchasing Notes
in the open market. Purchases of a security to stabilize the price or to reduce
a short position could cause the price of the security to be higher than it
might be in the absence of such purchases. Neither we nor the underwriter makes
any representation or prediction as to the direction or magnitude of any effect
that the transactions described above may have on the price of the Notes. In
addition, neither we nor the underwriter makes any representation that the
underwriter will engage in these transactions or that these transactions, once
commenced, will not be discontinued without notice.
The underwriter and its affiliates have provided investment and commercial
banking and financial advisory services from time to time for us in the
ordinary course of business for which they have received customary fees. The
underwriter and its affiliates may in the future engage in investment banking
or other transactions of a financial nature with us or our affiliates, for
which they would receive customary fees or other payments.
There is no public trading market for the Notes and we do not intend to
apply for listing of the Notes on any national securities exchange or for
quotation of the Notes on any automated dealer quotation system. We have been
advised by the underwriter that it presently intends to make a market in the
Notes after the consummation of the offering, although it is under no
obligation to do so and may discontinue any market-making activities at any
time without any notice. Prior to the offering, there has been no active market
for the Notes. No assurance can be given as to the liquidity of, or trading
market for, the Notes or that an active public market for the Notes will
develop. If an active trading market for the Notes does not develop, the market
price and liquidity of the Notes may be adversely affected. If the Notes are
traded, they may trade at a discount from their initial offering price,
depending on prevailing interest rates, the market for similar securities, our
performance and certain other factors.
We estimate that our expenses in connection with this offering, excluding
underwriting discounts and commissions, will be approximately $75,000.
Margaret M. Foran, our Vice President-Corporate Governance and Assistant
Secretary, will pass upon the validity of the Notes. Cravath, Swaine & Moore,
New York, New York will pass upon various legal matters for the underwriters
relating to the offering.
PFIZER INC. DEBT SECURITIES
PFIZER INC. MAY FROM TIME TO TIME ISSUE UP TO A TOTAL OF $2,500,000,000 OF DEBT SECURITIES. THE ACCOMPANYING PROSPECTUS SUPPLEMENT WILL SPECIFY THE TERMS OF THE SECURITIES. YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT CAREFULLY BEFORE YOU INVEST.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
WE MAY SELL THESE SECURITIES TO OR THROUGH DEALERS, UNDERWRITERS, OR AGENTS. THE NAMES OF ANY DEALERS, UNDERWRITERS OR AGENTS WILL BE SET FORTH IN THE PROSPECTUS SUPPLEMENT.
THE DATE OF THIS PROSPECTUS IS OCTOBER 31, 2000
The information contained in this prospectus is not complete and may be
changed. You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these debt securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front cover of those documents.
This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under this shelf registration
process, we may sell any combination of the debt securities described in this
prospectus in one or more offerings up to a total amount of $2,500,000,000.
This prospectus provides you with a general description of the debt securities
we may offer. Each time we issue debt securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
specific offering. The prospectus supplement may also add to or update other
information contained in this prospectus. You should read both this prospectus
and the accompanying prospectus supplement together with additional information
described under "Where You Can Find More Information".
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, NY and Chicago, IL. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. You can also find
information about us by visiting our website at www.pfizer.com.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15 (d) of the Securities
Exchange Act of 1934, until we complete our offering of the debt securities:
. Annual report on Form 10-K for the year ended December 31, 1999;
. Quarterly reports on Form 10-Q for the quarters ended April 2, 2000 and
July 2, 2000;
. Current reports on Form 8-K filed on January 18, 2000, February 18,2000, February 22, 2000, April 18, 2000, April 21, 2000, June 20, 2000,
June 29, 2000, August 16, 2000, August 28, 2000 and September 1, 2000;
. Annual reports of employee stock purchases on Form 11-K for the year
ended December 31, 1999, filed on May 24, 2000 and June 30, 2000.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address.
235 East 42nd Street
New York, NY10017
We are a research-based global pharmaceutical company. We discover, develop,
manufacture and market innovative medicines for humans and animals.
We operate in two business segments:
Pharmaceutical, which includes our human pharmaceutical, animal health and
capsule businesses; and
Consumer Products, which includes our consumer healthcare products,
confectionery products, shaving products and our ornamental fish food and fish
All references to us in this prospectus include Pfizer Inc. and its
subsidiaries, unless the context clearly indicates otherwise.
Our financial information described in this prospectus has been restated to
reflect our merger with Warner-Lambert Company, which was completed on June 19,2000.
Our principal executive offices are located at 235 East 42nd Street, NewYork, NY10017 and our telephone number is (212) 573-2323.
RATIO OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges for the nine months
ended October 1, 2000 and for each of the fiscal years ended December 31, 1995
through 1999 is set forth below. For the purpose of computing these ratios,
"earnings" consist of income before provision for taxes on income and minority
interests less minority interests and less undistributed earnings (losses) of
unconsolidated subsidiaries adjusted for fixed charges, excluding capitalized
interest. "Fixed charges" consist of interest expense, amortization of debt
discount and expenses, capitalized interest and one-third of rental expense
which we believe to be a conservative estimate of an interest factor in our
leases. It is not practicable to calculate the interest factor in a material
portion of our leases. The ratio was calculated by dividing the sum of the
fixed charges into the sum of the earnings before taxes and fixed charges.
NINE MONTHS YEAR ENDED DECEMBER 31
OCTOBER 1, 2000 1999 1998 1997 1996 1995
--------------- ---- ---- ---- ---- ----
Ratio of earnings to fixed charges-.... 10.3 14.7 13.1 10.9 10.1 8.5
USE OF PROCEEDS
Unless the applicable prospectus supplement indicates otherwise, we intend
to use net proceeds from the sale of the debt securities for general corporate
purposes, including the refinancing of existing debt. We may temporarily invest
funds that are not immediately needed for these purposes in short-term
DESCRIPTION OF DEBT SECURITIES
The debt securities covered by this prospectus will be our direct unsecured
obligations. The debt securities will be issued in one or more series under an
indenture to be entered into between us and The Chase Manhattan Bank, as
This prospectus briefly outlines some of the indenture provisions. The
indenture has been filed as an exhibit to the registration statement and you
should read the indenture carefully for provisions that may be important to
We may issue the debt securities as original issue discount securities,
which will be offered and sold at a substantial discount below their stated
principal amount. A prospectus supplement relating to original issue discount
securities will describe Federal income tax consequences and other special
considerations applicable to them. The debt securities may also be issued as
indexed securities or securities denominated in foreign currencies or currency
units, as described in more detail in a prospectus supplement relating to any
of these types of debt securities. A prospectus supplement relating to indexed
debt securities or foreign currency debt securities will also describe any
additional tax consequences or other special considerations applicable to these
types of debt securities.
In addition, the material specific financial, legal and other terms
particular to debt securities of each series will be described in the
prospectus supplement relating to the debt securities of that series.
The debt securities will rank equally with all of our other unsecured and
unsubordinated debt. The indenture does not limit the amount of debt we may
issue under the indenture or otherwise. We may issue the debt securities in one
or more series with the same or various maturities, at par or a premium or with
original issue discount. We may reopen a previous issue of debt securities and
issue additional debt securities of the series.
The prospectus supplement relating to any debt securities being offered will
include specific terms relating to the offering. These terms will include some
or all of the following:
. the title and type of the debt securities;
. the total principal amount of the debt securities;
. the percentage of the principal amount at which the debt securities will
be issued and any payments due if the maturity of the debt securities is
. the date or dates on which the principal of the debt securities will be
. whether the debt securities will be denominated in, and whether the
principal of and any premium and any interest on the debt securities
will be payable in, U.S. dollars or any foreign currency or foreign
. the interest rate or rates, if any, which the debt securities will bear,
the date or dates from which any interest will accrue, the interest
payment dates for the debt securities and the regular record date for
any interest payable on any interest payment date;
. any index or other special method we will use to determine the amount of
principal or any premium or interest we will pay on the debt securities
of the series;
. any optional or mandatory redemption periods;
. any sinking fund or other provisions that would obligate us to
repurchase or otherwise redeem the debt securities;
. whether the debt securities are to be issued in individual certificates
to each holder or in the form of global securities held by a depositary
on behalf of holders;
. any addition to, or modification or deletion of, any event of default or
any covenant specified in the indenture;
. any special tax implications of the debt securities, including
provisions for original issue discount securities, if offered;
. any terms upon which the debt securities may be convertible into or
exchanged for other debt securities or indebtedness or other securities
of any other issuer or obligor; and
. any other specific terms of the debt securities.
The prospectus supplement relating to the debt securities of the series will
be attached to the front of this prospectus.
We may issue debt securities other than the debt securities described in
this prospectus. There is no requirement that any other debt securities that we
issue be issued under the indenture. Thus, any other debt securities that we
issue may be issued under other indentures or documentation, containing
provisions different from those included in the indenture or applicable to one
or more issues of the debt securities described in this prospectus.
CONSOLIDATION, MERGER OR SALE
We have agreed not to consolidate with or merge into any other corporation
or convey or transfer or lease substantially all of our properties and assets
to any person, unless:
(a) the successor corporation expressly assumes by a supplemental
indenture the due and punctual payment of the principal of and any premium
or any interest on all the debt securities and the performance of every
covenant in the indenture that we would otherwise have to perform as if it
were an original party to the indenture; and
(b) we deliver to the trustee an officers' certificate and an opinion of
counsel, each stating that the consolidation, merger, conveyance or transfer
and the supplemental indenture comply with these provisions.
The successor corporation will assume all our obligations under the
indenture as if it were an original party to the indenture. After assuming such
obligations, the successor corporation will have all our rights and powers
under the indenture.
MODIFICATION OF INDENTURE
Under the indenture our rights and obligations and the rights of the holders
may be modified if the holders of a majority in aggregate principal amount of
the outstanding debt securities of each series affected by the modification
consent to it. No modification of the maturity date or principal or interest
payment terms, no modification of the currency for payment, no impairment of
the right to sue for the enforcement of payment at the maturity of the debt
security, no modification of any conversion rights and no modification reducing
the percentage required for modifications or modifying the foregoing
requirements or redoing the percentage required to waive certain specified
covenants, is effective against any holder without its consent.
EVENTS OF DEFAULT
When we use the term "Event of Default" in the indenture, here are some
examples of what we mean.
An Event of Default occurs if:
. we fail to make the principal or any premium payment on any debt
security when due;
. we fail to make any sinking fund payment for 60 days after payment was
. we fail to pay interest on any debt security for 60 days after payment
. we fail to perform any other covenant in the indenture and this failure
continues for 90 days after we receive written notice of it; or
. we or a court take certain actions relating to the bankruptcy,
insolvency or reorganization of our company.
The supplemental indenture or the form of security for a particular series
of debt securities may include additional Events of Default or changes to the
Events of Default described above. The Events of Default applicable to a
particular series of debt securities will be discussed in the prospectus
supplement relating to such series. A default under our other indebtedness will
not be a default under the indenture for the debt securities covered by this
prospectus, and a default under one series of debt securities will not
necessarily be a default under another series. The trustee may withhold notice
to the holders of debt securities of any default (except for defaults that
involve our failure to pay principal or interest) if it considers such
withholding of notice to be in the best interests of the holders.
If an Event of Default with respect to outstanding debt securities of any
series occurs and is continuing, then the trustee or the holders of at least
33% in principal amount of outstanding debt securities of that series may
declare, in a written notice, the principal amount (or specified amount) plus
accrued and unpaid interest on all debt securities of that series to be
immediately due and payable. At any time after a declaration of acceleration
with respect to debt securities of any series has been made, the holders of a
majority in principal amount of the outstanding debt securities may rescind and
annul the acceleration if:
. the holders act before the trustee has obtained a judgment or decree for
payment of the money due;
. we have paid or deposited with the trustee a sum sufficient to pay
overdue interest and overdue principal other than the accelerated
interest and principal; and
. we have cured or the holders have waived all Events of Default, other
than the non-payment of accelerated principal and interest with respect
to debt securities of that series, as provided in the indenture.
We refer you to the prospectus supplement relating to any series of debt
securities that are discount securities for the particular provisions relating
to acceleration of a portion of the principal amount of the discount securities
upon the occurrence of an Event of Default.
If a default in the performance or breach of the indenture shall have
occurred and be continuing, the holders of not less than a majority in
principal amount of the outstanding securities of all series, by notice to the
trustee, may waive any past Event of Default or its consequences under the
indenture. However, an Event of Default cannot be waived with respect to any
series of securities in the following two circumstances:
. a failure to pay the principal of, and premium, if any, or interest on
any security or in the payment of any sinking fund installment; or
. a covenant or provision that cannot be modified or amended without the
consent of each holder of outstanding securities of that series.
Other than its duties in case of a default, the trustee is not obligated to
exercise any of its rights or powers under the indenture at the request, order
or direction of any holders, unless the holders offer the trustee reasonable
indemnity. If they provide this reasonable indemnity, the holders of a majority
in principal amount outstanding of any series of debt securities may, subject
to certain limitations, direct the time, method and place of conducting any
proceeding or any remedy available to the trustee, or exercising any power
conferred upon the trustee, for any series of debt securities.
We are required to deliver to the trustee an annual statement as to our
fulfillment of all of our obligations under the indenture.
PAYMENT AND TRANSFER
We will pay principal, interest and any premium on fully registered
securities at the place or places designated by us for such purposes. We will
make payment to the persons in whose names the debt securities are registered
on the close of business on the day or days specified by us. Any other payments
will be made as set forth in the applicable prospectus supplement. Holders may
transfer or exchange fully registered securities at the corporate trust office
of the trustee or at any other office or agency maintained by us for such
purposes, without the payment of any service charge except for any tax or
We may issue the securities in whole or in part in the form of one or more
global securities that will be deposited with, or on behalf of, a depositary
identified in the applicable prospectus supplement. We may issue the global
securities in either registered or bearer form in either temporary or permanent
form. We will describe the specific terms of the depositary arrangement with
respect to a series of securities in the applicable prospectus supplement.
You may transfer or exchange certificated securities at any office we
maintain for this purpose in accordance with the terms of the indenture. We
will not charge a service fee for any transfer or exchange of certificated
securities, but we may require payment of a sum sufficient to cover any tax or
other governmental charge we are required to pay in connection with a transfer
You may effect the transfer of certificated securities and the right to
receive the principal, premium and interest on certificated securities only by
surrendering the certificate representing those certificated securities and
either reissuance by us or the trustee of the certificate to the new holder or
the issuance by us or the trustee of a new certificate to the new holder.
We are not required to:
. register, transfer or exchange securities of any series during a period
beginning at the opening of business 15 days before the day we transmit
a notice of redemption of securities of the series selected for
redemption and ending at the close of business on the day of the
. to register, transfer or exchange any security so selected for
redemption in whole or in part, except the unredeemed portion of any
security being redeemed in part.
The applicable prospectus supplement will describe the specific terms of the
depositary arrangement with respect to the applicable securities of that
series. We anticipate that the following provisions will apply to all
Once a global security is issued, the depositary will credit on its
book-entry system the respective principal amounts of the individual securities
represented by that global security to the accounts of institutions that have
accounts with the depositary. These institutions are known as participants. The
underwriters for the securities will designate the accounts to be credited.
However, if we have offered or sold the securities either directly or through
agents, we or the agents will designate the appropriate accounts to be
Ownership of beneficial interest in a global security will be limited to
participants or persons that may hold beneficial interests through
participants. Ownership of beneficial interest in a global security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the depositary's participants or persons that hold
through participants. The laws of some states require that certain purchasers
of securities take physical delivery of securities. Such limits and such laws
may limit the market for beneficial interests in a global security.
So long as the depositary for a global security, or its nominee, is the
registered owner of a global security, the depositary or nominee will be
considered the sole owner or holder of the securities represented by the global
security for all purposes under the indenture. Except as provided in the
applicable prospectus supplement, owners of beneficial interests in a global
. will not be entitled to have securities represented by global securities
registered in their names;
. will not receive or be entitled to receive physical delivery of
securities in definitive form; and
. will not be considered owners or holders of these securities under the
Payments of principal, any premium and interest on the individual securities
registered in the name of the depositary or its nominee will be made to the
depositary or its nominee as the holder of that global security. Neither we nor
the trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a global security, or for maintaining, supervising or reviewing
any records relating to beneficial ownership interests and each of us and the
trustee may act or refrain from acting without liability on any information
provided by the depositary.
We expect that the depositary, after receiving any payment of principal, any
premium or interest in respect of a global security, will immediately credit
the accounts of the participants with payment in amounts proportionate to their
respective holdings in principal amount of beneficial interest in a global
security as shown on the records of the depositary. We also expect that
payments by participants to owners of beneficial interests in a global security
will be governed by standing customer instructions and customary practices, as
is now the case with securities held for the accounts of customers in bearer
form or registered in "street name," and will be the responsibility of such
Debt securities represented by a global security will be exchangeable for
debt securities in definitive form of like tenor in authorized denominations
only if the depositary notifies us that it is unwilling or unable to continue
as the depositary and a successor depositary is not appointed by us within 90
days or we, in our discretion, determine not to require all of the debt
securities of a series to be represented by a global security and notify the
trustee of our decision.
When we use the term defeasance, we mean discharge from some or all of our
obligations under the indenture. If we deposit with the trustee sufficient cash
or government securities to pay the principal, interest, any premium and any
other sums due to the stated maturity date or a redemption date of the debt
securities of a particular series, then at our option:
. we will be discharged from our obligations with respect to the debt
securities of such series; or
. we will no longer be under any obligation to comply with certain
restrictive covenants under the indenture, and certain Events of Default
will no longer apply to us.
If this happens, the holders of the debt securities of the affected series
will not be entitled to the benefits of the indenture except for registration
of transfer and exchange of debt securities and replacement of lost, stolen or
mutilated debt securities. Such holders may look only to such deposited funds
or obligations for payment.
To exercise our defeasance option, we must deliver to the trustee an opinion
of counsel to the effect that the deposit and related defeasance would not
cause the holders of the debt securities to recognize income, gain or loss for
Federal income tax purposes. We must also deliver any ruling to such effect
received from or published by the United States Internal Revenue Service if we
are discharged from our obligations with respect to the debt securities.
CONCERNING THE TRUSTEE
The trustee, The Chase Manhattan Bank, has provided banking and investment
services to us in the past and may do so in the future as a part of its regular
PLAN OF DISTRIBUTION
We may sell the offered debt securities
. through underwriters or dealers;
. through agents;
. directly to one or more purchasers; or
. through a number of direct sales or auctions performed by utilizing the
Internet or a bidding or ordering system.
We may distribute the securities from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to the prevailing
market prices or at negotiated prices.
SALE THROUGH UNDERWRITERS
If we use underwriters in the sale, such underwriters will acquire the debt
securities for their own account. The underwriters may resell the securities in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be subject to
certain conditions. The underwriters will be obligated to purchase all the
securities of the series offered if any of the securities are purchased. The
underwriters may change from time to time any initial public offering price and
any discounts or concessions allowed or re-allowed or paid to dealers.
SALE THROUGH AGENTS
We may sell offered debt securities through agents designated by us. Unless
indicated in the prospectus supplement, the agents have agreed to use their
reasonable best efforts to solicit purchases for the period of their
We may also sell offered debt securities directly. In this case, no
underwriters or agents would be involved.
SALE THROUGH THE INTERNET
We may from time to time offer debt securities directly to the public, with
or without the involvement of agents, underwriters or dealers, and may utilize
the Internet or another electronic bidding or ordering system for the pricing
and allocation of such debt securities. Such a system may allow bidders to
directly participate, through electronic access to an auction site, by
submitting conditional offers to buy that are subject to acceptance by us, and
which may directly affect the price or other terms at which such securities are
Such a bidding or ordering system may present to each bidder, on a real-time
basis, relevant information to assist you in making a bid, such as the clearing
spread at which the offering would be sold, based on the bids submitted, and
whether a bidder's individual bids would be accepted, prorated or rejected.
Typically the clearing spread will be indicated as a number of basis points
above an index treasury note. Other pricing methods may also be used. Upon
completion of such an auction process securities will be allocated based on
prices bid, terms of bid or other factors.
The final offering price at which debt securities would be sold and the
allocation of debt securities among bidders, would be based in whole or in part
on the results of the Internet bidding process or auction. Many
variations of Internet auction or pricing and allocation systems are likely to
be developed in the future, and we may utilize such systems in connection with
the sale of debt securities. The specific rules of such an auction would be
distributed to potential bidders in an applicable prospectus supplement.
If an offering is made using such a bidding or ordering system you should
review the auction rules, as described in the prospectus supplement, for a more
detailed description of such offering procedures.
Underwriters, dealers and agents that participate in the distribution of the
offered securities may be underwriters as defined in the Securities Act of
1933, and any discounts or commissions received by them from us and any profit
on the resale of the offered securities by them may be treated as underwriting
discounts and commissions under the Securities Act. We will identify any
underwriters or agents, and describe their compensation, in a prospectus
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make. Underwriters, dealers
and agents may engage in transactions with, or perform services for, us or our
subsidiaries in the ordinary course of their businesses.
VALIDITY OF DEBT SECURITIES
Margaret M. Foran, our Vice President--Corporate Governance and Assistant
Secretary, will pass upon the validity of the debt securities for us.
The consolidated balance sheets of Pfizer Inc. and Subsidiary Companies as
of December 31, 1999 and 1998 and the related consolidated statements of
income, shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1999, restated to give retroactive effect
to the merger on June 19, 2000 with Warner-Lambert Company and its
subsidiaries, have been incorporated by reference herein in reliance upon the
report of KPMG LLP, our independent public accountants, which is based in part
upon the report of PricewaterhouseCoopers LLP, independent public accountants
for Warner-Lambert Company. We incorporate these consolidated financial
statements in this prospectus and we do so in reliance upon the reports of KPMG
LLP and PricewaterhouseCoopers LLP (incorporated by reference herein) and upon
their authority as experts in auditing and accounting.
With respect to the unaudited interim financial information for the periods
ended April 2 and July 2, 2000, incorporated by reference, the independent
certified public accountants have reported that they applied limited procedures
in accordance with professional standards for a review of such information.
However, their separate reports included in our quarterly reports on Form 10-Q
for the quarters ended April 2 and July 2, 2000, and incorporated by reference,
state that they did not audit and they do not express an opinion on that
interim financial information. Accordingly, the degree of reliance on their
reports on such information should be restricted in light of the limited nature
of the review procedures applied. The accountants are not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for their
reports on the unaudited interim financial information because those reports
are not a "report" or a "part" of the registration statement prepared or
certified by the accountants within the meaning of Sections 7 and 11 of the
Dates Referenced Herein and Documents Incorporated by Reference