UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ENCYSIVE PHARMACEUTICALS INC.
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(Name of Issuer)
Common Stock, par value $0.005 per share
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(Title of class of securities)
29256X107
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(CUSIP number)
Margaret M. Foran, Esq.
Pfizer Inc.
235 East 42nd Street
New York, NY 10017
Phone (212) 573-2323
with a copy to:
Raymond O. Gietz, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
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(Name, address and telephone number of person authorized
to receive notices and communications)
April 1, 2008
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
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CUSIP No. 226406106 13D Page 2
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1. NAME OF REPORTING PERSON: PFIZER INC.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)[X]
(b)[_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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7. SOLE VOTING POWER: 67,688,555
(See Item 5)
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER: -0-
BENEFICIALLY
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER: 67,688,555
REPORTING (See Item 5)
PERSON WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: -0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 67,688,555
(See Item 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 83.61%
(See Item 5)
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14. TYPE OF REPORTING PERSON: CO
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CUSIP No. 226406106 13D Page 3
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1. NAME OF REPORTING PERSON: EXPLORER ACQUISITION CORP.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)[X]
(b)[_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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7. SOLE VOTING POWER: 67,688,555
(See Item 5)
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER: -0-
BENEFICIALLY
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER: 67,688,555
REPORTING (See Item 5)
PERSON WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: -0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 67,688,555
(See Item 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 83.61%
(See Item 5)
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14. TYPE OF REPORTING PERSON: CO
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This statement on Schedule 13D is filed by Pfizer Inc. ("Pfizer"), and
its wholly-owned subsidiary, Explorer Acquisition Corp. ("Explorer" or the
"Purchaser"), and relates to the common stock, including the associated
preferred stock purchase rights ("Common Stock"), $0.005 par value per share, of
Encysive Pharmaceuticals Inc., a Delaware corporation ("Encysive" or the
"Company").
ITEM 1. SECURITY AND ISSUER.
The title and class of equity securities to which this statement on
Schedule 13D relates is the Common Stock of the Company. The Company's principal
executive offices are located at 4848 Loop Central Drive, Suite 700 Houston,
Texas 77081.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) and (f) This statement on Schedule 13D is being filed by
Pfizer, a Delaware corporation, and Explorer, a Delaware corporation. Pfizer and
Explorer are sometimes herein referred to collectively as the "Reporting
Persons," and each as a "Reporting Person." The principal executive offices of
Pfizer and Explorer are located at 235 East 42nd Street, New York, NY 10017.
Pfizer is a research-based, global pharmaceutical company. Explorer was formed
by Pfizer to acquire Encysive and has not conducted any unrelated activities
since its organization.
Set forth on Schedule I to this statement on Schedule 13D and
incorporated herein by reference is the following information with respect to
each director and executive officer of Pfizer and Explorer:
(1) name;
(2) business address;
(3) principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted; and
(4) citizenship
(d) - (e) During the past five years, neither of the Reporting Persons
nor, to the best knowledge of the Reporting Persons, any of the directors and
executive officers of the Reporting Persons, (1) has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
(2) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding were or are subject to
a judgment, decree or final order enjoining future violations of, or prohibited
or mandating activities subject to, U.S. federal and state securities laws or
finding any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Section 9 entitled "Source and Amount of
Funds" of the Offer to Purchase (as defined in Item 4) is incorporated herein by
reference.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (j) The Reporting Persons and Encysive entered into an Agreement
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and Plan of Merger, dated February 20, 2008 (the "Merger Agreement"), for the
purposes of the Reporting Persons' acquisition of all of the issued and
outstanding shares of Common Stock (the "Shares"). Pursuant to the Merger
Agreement, Pfizer and Explorer commenced a tender offer (the "Offer") to
purchase all of the outstanding Shares at a purchase price of $2.35 per Share,
net to the seller in cash, without interest and less any required withholding
taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 4, 2008 (the "Offer to Purchase"), incorporated by
reference from Exhibit (a)(1)(A) of the Tender Offer Statement on Schedule TO
filed by Explorer and Pfizer with the Securities and Exchange Commission (the
"Commission") on March 4, 2008 (as amended, the "Schedule TO"), and the related
Letter of Transmittal, incorporated by reference from Exhibit (a)(1)(B) of the
Schedule TO. After consummation of the Offer, the Merger Agreement provides that
Explorer will be merged (the "Merger") with and into Encysive, with Encysive
surviving the Merger as a wholly-owned subsidiary of Pfizer. Each Share
outstanding immediately prior to the effective time of the Merger (other than
Shares held by Encysive, Pfizer or their wholly-owned subsidiaries, all of which
will be cancelled and retired and shall cease to exist, or by stockholders who
exercise appraisal rights under Delaware law), will be converted in the Merger
into the right to receive $2.35 per Share, without interest and less any
required withholding taxes.
The information set forth in the sections of the Offer to Purchase
entitled "Summary Term Sheet," "Introduction," "Price Range of Shares;
Dividends," "Certain Effects of the Offer," "Background of the Offer; Past
Contacts or Negotiations," "Purpose of the Offer; Plans for Encysive," "The
Merger Agreement" and "Dividends and Distributions" is incorporated herein by
reference.
Except as set forth in this statement (including any information
incorporated by reference) and in connection with the transaction described
above, none of the Reporting Persons has any plan or proposal that related to or
would result in any of the transactions described in subparagraphs (a) through
(j) of Item 4 to the Schedule 13D.
ITEM 5. INTERESTS IN THE SECURITIES OF THE PURCHASER.
(a) and (b) As a result of purchases of Shares pursuant to the Offer, on
April 11, 2008, Pfizer and Explorer beneficially own an aggregate 67,688,555
shares (the "Shares") of Common Stock, representing 83.61% of the outstanding
shares of Common Stock (based upon 80,955,060 Shares issued and outstanding as
of March 28, 2008, as reported to the Reporting Persons by Encysive). Pfizer and
Explorer each have sole voting and dispositive power of all the Shares by virtue
of the fact that Explorer, the record holder of the Shares, is a wholly-owned
subsidiary of Pfizer.
(c) On April 1, 2008, Explorer accepted 61,765,295 Shares for purchase,
representing the number of Shares properly tendered and not withdrawn as of the
initial expiration date for the Offer (excluding Shares subject to notices of
guaranteed delivery). Pursuant to the subsequent offering period that is
scheduled to expire on April 14, 2008 at 5:00 p.m., New York City time, as well
as Shares delivered pursuant to notices of guaranteed delivery, Explorer
purchased the following number of Shares on the following dates at the offer
price of $2.35 per Share:
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DATE: NUMBER OF SHARES:
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April 1, 2008 166,666
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April 2, 2008 914,512
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April 3, 2008 1,809,663
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April 4, 2008 576,170
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April 7, 2008 2,203,420
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April 8, 2008 29,407
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April 9, 2008 12,628
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April 10, 2008 210,794
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(d) Except as set forth in this Schedule 13D, none of the Reporting
Parties has the right to receive or the power to direct the receipt of dividends
from, or the proceeds of the sale of, securities covered by the Schedule 13D.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information provided in Item 4 of this Schedule 13D is incorporated
herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
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Exhibit 1 Agreement and Plan of Merger dated as of February
20, 2008 among Encysive Pharmaceuticals Inc.,
Pfizer Inc. and Explorer Acquisition Corp.
(incorporated herein by reference to Exhibit
(d)(1) to the Schedule TO filed by Pfizer Inc.
with the Securities and Exchange Commission on
March 4, 2008, as amended).
Exhibit 2 Offer to Purchase dated as of March 4, 2008
(incorporated herein by reference to Exhibit
(a)(1)(A) to the Schedule TO filed by Pfizer Inc.
with the Securities and Exchange Commission on
March 4, 2008, as amended).
Exhibit 3 Form of Letter of Transmittal dated as of March
4, 2008 (incorporated herein by reference to
Exhibit (a)(1)(B) to the Schedule TO filed by
Pfizer Inc. with the Securities and Exchange
Commission on March 4, 2008, as amended).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 11, 2008
PFIZER INC.
By: /s/ David Reid
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Name: David Reid
Title: Assistant Secretary
EXPLORER ACQUISITION CORP.
By: /s/ Lawrence Miller
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Name: Lawrence R. Miller
Title: Vice President
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF EXPLORER AND PFIZER
1. DIRECTORS AND EXECUTIVE OFFICERS OF EXPLORER.
The name, business address, present principal occupation or employment and
material occupations, positions, offices or employment for the past five years
of each of the directors and executive officers of Explorer are set forth below.
The business address and phone number of each such director and executive
officer is c/o Pfizer Inc., 235 East 42nd Street, New York, New York 10017,
(212) 733-2323. Unless otherwise noted, all directors and executive officers
listed below are citizens of the United States.
NAME AND POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
David Reid Senior Vice President and Managing Director,
Director Pfizer Inc.'s Legal Division. Mr. Reid has
lead the Licensing, Mergers and Acquisitions
and Antitrust Center of Excellence in Pfizer's
Legal Division since 2003 and oversees a number
of other functions. Mr. Reid is currently
serving as Pfizer's Interim General Counsel.
Prior to joining Pfizer in 1997, he was a
partner at the law firm of Allen & Overy.
Douglas E. Giordano Vice President, Worldwide Business Development,
President Pfizer Inc. since April 2007; Vice President,
US Planning and Business Development, Pfizer
Inc., July 2005-March 2007; Senior
Director/Team Leader, US Planning and Business
Development, Pfizer Inc., January 2003-June
2005; Director/Team Leader, US Planning and
Business Development, Pfizer Inc., January
2000-December 2002.
Lawrence R. Miller Assistant General Counsel, Licensing and
Director Business Development, Pfizer Inc., since June
Vice President 2006; Vice President and General Counsel, Enzon
Pharmaceuticals, Inc., July 2005- May 2006;
Senior Corporate Counsel, Pfizer Inc., November
2002-July 2005; Corporate Counsel, Pfizer Inc.,
October 2000-November 2002.
Joanne Smith-Farrell Senior Director, Business Development, Pfizer
Vice President Inc. since September 2007; Senior Vice
President, Business Development and Licensing,
Gene Logic Inc., February 2007-August 2007;
Vice President, Corporate Development and
Strategy, Gene Logic Inc., December
2004-February 2007; Senior Director, Strategic
Marketing, Gene Logic Inc., November
2003-December 2004; President and CEO, emGene,
Inc., August 2001-November 2003.
Susan Glimcher Tax Counsel, Pfizer Inc., since October 2001.
Vice President
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NAME AND POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Susan Grant Senior Manager-Corporate Governance, Pfizer
Secretary Inc. since April 2006. Assistant Secretary of
Pfizer since April 2003. Employed by Pfizer
since June 2000 in various positions of
increasing responsibility within the Corporate
Governance group.
Kathleen R. O'Connell Director, International Treasury, Pfizer Inc
Vice President since 1995; Director, Cash Management, Pfizer
Treasurer Inc 1993-1995; Manager & Senior Manager,
International Treasury, Pfizer Inc. 1988-1993;
Senior Auditor, Pfizer Inc, 1986-1988.
2. DIRECTORS AND EXECUTIVE OFFICERS OF PFIZER
The name, business address, present principal occupation or employment and
material occupations, positions, offices or employment for the past five years
of each of the directors and executive officers of Pfizer are set forth below.
The business address and phone number of each such director and executive
officer is Pfizer Inc., 235 East 42nd Street, New York, New York 10017, (212)
733-2323. All directors and executive officers listed below are citizens of the
United States.
NAME AND POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
EMPLOYMENT HISTORY
Dennis A. Ausiello, M.D. The Jackson Professor of Clinical Medicine at
Director Harvard Medical School and Chief of Medicine at
Massachusetts General Hospital since 1996.
President of the Association of American
Physicians since 2006. Member of the Institute
of Medicine of the National Academy of Sciences
and a Fellow of the American Academy of Arts
and Sciences. Director of MicroCHIPS (drug
delivery technology) and Advisor to the
Chairman of the Board of TIAX (formerly Arthur
D. Little). A Director of Pfizer Inc. since
December 2006.
Michael S. Brown, M.D. Distinguished Chair in Biomedical Sciences from
Director 1989 and Regental Professor from 1985 at the
University of Texas Southwestern Medical Center
at Dallas. Co-recipient of the Nobel Prize in
Physiology or Medicine in 1985 and the National
Medal of Science in 1988. Member of the
National Academy of Sciences, the Institute of
Medicine and Foreign Member of the Royal
Society (London). Director of Regeneron
Pharmaceuticals, Inc. A Director of Pfizer
Inc. since 1996.
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NAME AND POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
EMPLOYMENT HISTORY
M. Anthony Burns Chairman Emeritus since May 2002, Chairman of
Director the Board from May 1985 to May 2002, Chief
Executive Officer from January 1983 to November
2000, and President from December 1979 to June
1999 of Ryder System, Inc., a provider of
transportation and logistics services. Director
of The Black & Decker Corporation, J.C. Penney
Company, Inc. and J.P. Morgan Chase & Co.
Trustee of the University of Miami. A director
of Pfizer Inc. since 1988.
Robert N. Burt Retired Chairman and Chief Executive Officer of
Director FMC Corporation, a company that manufactures
chemicals and FMC Technologies, Inc., a company
that manufactures machinery. Mr. Burt was
Chairman of the Board of FMC Corporation from
1991 to December 2001, its Chief Executive
Officer from 1991 to August 2001 and a member
of its Board of Directors since 1989. He was
Chairman of the Board of FMC Technologies,
Inc., from June 2001 to December 2001 and its
Chief Executive Officer from June 2001 to
August 2001. Director of Phelps Dodge
Corporation and Janus Capital Group, Inc. Life
Trustee of the Rehabilitation Institute of
Chicago and Chicago Symphony Orchestra, and
Director of the Chicago Public Education Fund.
A director of Pfizer Inc. since June 2000.
W. Don Cornwell Chairman of the Board and Chief Executive
Director Officer since 1988 of Granite Broadcasting
Corporation, a group broadcasting company.
Director of Avon Products, Inc. and CVS
Corporation. Also a Director of Wallace-Reader's
Digest Funds and the Telecommunications
Development Fund. Trustee of Big
Brothers/Sisters of New York and Mt. Sinai
University Medical Center. A director of Pfizer
Inc. since February 1997.
William H. Gray III President and Chief Executive Officer of The
Director College Fund/UNCF, an educational assistance
organization, since 1991. Mr. Gray served as a
Congressman from the Second District of
Pennsylvania from 1979 to 1991, and at various
times during his tenure, served as Budget
Committee Chair and House Majority Whip.
Director of Dell Computer Corporation,
Electronic Data Systems Corporation,
J.P. Morgan Chase & Co., Prudential Financial,
Inc., Rockwell Automation Inc., Viacom Inc. and
Visteon Corporation. A director of Pfizer Inc.
since June 2000.
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NAME AND POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
EMPLOYMENT HISTORY
Constance J. Horner Guest Scholar since 1993 at The Brookings
Director Institution, an organization devoted to
nonpartisan research, education and publication
in economics, government and foreign policy and
the social sciences. Commissioner of the U.S.
Commission on Civil Rights from 1993 to 1998.
Served at the White House as Assistant to
President George H.W. Bush and as Director of
Presidential Personnel from August 1991 to
January 1993. Deputy Secretary, U.S.
Department of Health and Human Services from
1989 to 1991. Director of the U.S. Office of
Personnel Management from 1985 to 1989.
Director of Ingersoll-Rand Company Limited and
Prudential Financial, Inc.; Fellow, National
Academy of Public Administration; Trustee,
Annie E. Casey Foundation; Director of National
Association of Corporate Directors, Member of
the Board of Trustees of the Prudential
Foundation, Member, U.S. Department of Defense
Advisory Committee on Women in the Services. A
director of Pfizer Inc. since 1993.
William R. Howell Chairman Emeritus of J.C. Penney Company, Inc.,
Director a provider of consumer merchandise and services
through department stores, catalog departments
and the Internet, since 1997. Chairman of the
Board and Chief Executive Officer of J.C.
Penney Company, Inc. from 1983 to 1997.
Director of American Electric Power Company,
Deutsche Bank Trust Company Americas,
ExxonMobil Corporation, Halliburton Company,
The Williams Companies, Inc. and Viseon, Inc.
A director of Pfizer Inc. since June 2000.
Suzanne Nora Johnson Retired Vice Chairman, Goldman Sachs Group,
Director Inc., since January 2007. During her 21 year
tenure with Goldman Sachs, Mrs. Johnson served
in various leadership roles, including Head of
the firm's Global Healthcare Business, Head of
Global Research and Chair of the Global Markets
Institute. Director of Intuit and VISA. Board
member of the American Red Cross, Brookings
Institution, the Carnegie Institution of
Washington and the University of Southern
California. A Director of Pfizer Inc. since
September 2007.
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NAME AND POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
EMPLOYMENT HISTORY
James M. Kilts Founding Partner, Centerview Partners
Director Management, LLC, a financial advisory firm,
since 2006. Vice Chairman, The Procter &
Gamble Company, 2005-2006. Chairman and Chief
Executive Officer, The Gillette Company,
2001-2005 and President, The Gillette Company,
2003-2005. President and Chief Executive
Officer, Nabisco Group Holdings Corporation,
January 1998 until it's acquisition by Philip
Morris Companies, now Altria, in December
1999. Director of The New York Times Company,
Metropolitan Life Insurance Company and
Meadwestvaco Corporation. Trustee of Knox
College and the University of Chicago, and a
member of the Board of Overseers of Weill
Cornell Medical College. A Director of Pfizer
Inc. since September 2007 and a member of our
Compensation Committee.
George A. Lorch Chairman Emeritus of Armstrong Holdings, Inc.,
Director a global company that manufactures flooring and
ceiling materials, since August 2000. Chairman
and Chief Executive Officer of Armstrong
Holdings, Inc. from May 2000 to August 2000,
and its President and Chief Executive Officer
from September 1993 to May 1994. Chairman of
Armstrong World Industries, Inc. from May 1994
to May 2000, its President and Chief Executive
Officer from September 1993 to May 2000, and a
Director from 1988 to November 2000. On
December 6, 2000, Armstrong World Industries
Inc. filed for voluntary reorganization under
Chapter 11 of the U.S. Bankruptcy Code.
Director of Autoliv, Inc., Household
International, Inc. and The Williams
Companies. A director of Pfizer Inc. since
June 2000.
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NAME AND POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
EMPLOYMENT HISTORY
Dana G. Mead Chairman of Massachusetts Institute of
Director Technology since July 1, 2003. Retired
Chairman and Chief Executive Officer of
Tenneco, Inc. Chairman and Chief Executive
Officer of Tenneco, Inc. from 1994 to 1999.
Chairman of two of the successor companies of
the Tenneco conglomerate, Tenneco Automotive
Inc. and Pactiv Corporation, global
manufacturing companies with operations in
automotive parts and packaging, from November
1999 to March 2000. Director of Zurich
Financial Services. Chairman of the Board of
the Ron Brown Award for Corporate Leadership.
Chairman of the Massachusetts Institute of
Technology Corporation and a Lifetime Trustee
of the Association of Graduates, U.S. Military
Academy, West Point. Former Chairman of the
Business Roundtable and of the National
Association of Manufacturers. A director of
Pfizer Inc. since 1998.
William C. Steere, Jr. Chairman Emeritus of Pfizer Inc. since July
Director 2001. Chairman of Pfizer's Board from 1992 to
April 2001 and Pfizer's Chief Executive Officer
from February 1991 to December 2000. Director
of Dow Jones & Company, Inc., Health Management
Associates, Inc., MetLife, Inc. and Minerals
Technologies Inc. Director of the New York
University Medical Center and the New York
Botanical Garden. Member of the Board of
Overseers of Memorial Sloan-Kettering Cancer
Center. A director of Pfizer Inc. since 1987.
Jeffrey B. Kindler Chairman of the Board and Chief Executive
Chief Executive Officer and Officer of Pfizer Inc. since 2006. Mr. Kindler
Chairman was previously Senior Vice President and
General Counsel of Pfizer Inc. from January 2002
to 2006. Prior to joining Pfizer, Mr. Kindler
served as Chairman of Boston Market Corporation,
a food service company owned by McDonald's
Corporation, from 2000 to 2001, and President of
Partner Brands, also owned by McDonald's, during
2001. He was Executive Vice President, Corporate
Relations and General Counsel of McDonald's
Corporation from 1997 to 2001, and from 1996 to
1997 served as that company's Senior Vice
President and General Counsel. Mr. Kindler was
elected to the Board of Directors and appointed
Chairman of the Executive Committee effective
July 31, 2006.
13
NAME AND POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
EMPLOYMENT HISTORY
Frank A. D'Amelio Senior Vice President and Chief Financial
Senior Vice President and Officer of Pfizer Inc. since September 2007.
Chief Financial Officer Mr. D'Amelio served as Chief Administrative
Officer and Senior Executive Vice President
Integration of Alcatel-Lucent since December
2006; Chief Operating Officer of Lucent
Technologies from January 2006 through November
2006; and Executive Vice President,
Administration, and Chief Financial Officer of
Lucent Technologies from May 2001 until January
2006. Mr. D'Amelio began his career in 1979 at
Bell Labs, where he held a variety of financial,
accounting and general management positions.
Ian C. Read Senior Vice President; President, Worldwide
Senior Vice President; Pharmaceutical Operations, since August 2006.
President, Mr. Read has held various positions of
Worldwide Pharmaceutical increasing responsibility in pharmaceutical
Operations operations. He previously served as Area
President, Europe, Canada, Africa and Middle
East, Senior Vice President of the Pfizer
Pharmaceuticals Group, and Executive Vice
President of Europe and Canada. In July 2002
he was appointed President-Europe and Canada.
Mr. Read served as President of the Latin
American region and was elected a Vice
President of Pfizer Inc. in April 2001. Mr.
Read, a member of the Pfizer Executive
Leadership Team, joined Pfizer Inc. in 1978.
Richard H. Bagger Senior Vice President, Worldwide Public Affairs
Senior Vice President, and Policy, since August 2006. Since joining
Worldwide Public Affairs and Pfizer in 1993, Mr. Bagger has held various
Policy positions of increasing responsibility in
Pfizer's Corporate Affairs Division. He was
promoted to Vice President, Government Relations
in 2002 and to Senior Vice President, Government
Relations in 2003. He assumed additional
responsibility for Public Affairs and Policy in
2005. Prior to joining Pfizer, he was Assistant
General Counsel of Blue Cross and Blue Shield of
New Jersey and previously practiced law with the
firm of McCarter and English. Mr. Bagger also
served in both houses of the New Jersey
legislature.
14
NAME AND POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
EMPLOYMENT HISTORY
Joseph M. Feczko Senior Vice President and Chief Medical Officer
Senior Vice President and of Pfizer Inc. since August 2006. Dr. Feczko
Chief Medical Officer has held various positions of increasing
responsibility in research and development and
medical and regulatory operations. After four
years as Medical Director at Glaxo's Research &
Development headquarters in London, Dr. Feczko
returned to Pfizer in 1996 and was promoted to
the position as Senior Vice President, Medical
and Regulatory Operations for Global
Pharmaceuticals. He became Chief Medical
Officer in 2002. Dr. Feczko, who is
board-certified in Internal Medicine and a
specialist in infectious diseases, originally
joined Pfizer in 1982.
Martin Mackay Senior Vice President; President of Pfizer
Senior Vice President; Global Research & Development since October
President, Pfizer Global 2007. Early in 2007, he was named Vice
Research & Development President, Pfizer Global Research &
Development, Head of Worldwide Development. In
2003, he held the position of Senior Vice
President, Head of Worldwide Research and
Technology. In 1999, he was the Senior Vice
President, Head of Worldwide Discovery. In
1998, he held the position of Vice President,
UK Discovery and, in 1997, he was the Senior
Director, Head of Biology. Dr. Mackay joined
Pfizer in 1995.
Mary McLeod Senior Vice President of Pfizer's Worldwide
Senior Vice President, Human Resources, since April 2007. Ms. McLeod
Worldwide Human Resources served in this role on an interim basis from
January to April while she was a consultant at
Korn Consulting Group. Prior to that, she led
Human Resources for Symbol Technologies from
2005 to 2007 and was the head of Human Resources
for Charles Schwab, from 2001 to 2004. From 1999
to 2001, she was Vice President-Human Resources
for Cisco Systems and prior to that, Vice
President of Human Resources for General
Electric Company from 1992 to 1997.
Natale S. Ricciardi Senior Vice President; President, Pfizer Global
Senior Vice President; Manufacturing since October 2004. He held a
President, Pfizer Global number of positions of increasing
Manufacturing responsibility in manufacturing before being
named U.S. Area Vice President/Team Leader for
Pfizer Global Manufacturing in 1999. Mr.
Ricciardi joined us in 1972. He is a Director
of Mediacom Communications Corp.
15
NAME AND POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
EMPLOYMENT HISTORY
Sally Susman Senior Vice President - Worldwide
Senior Vice President - Communications and Chief Communications Officer
Worldwide Communications, and since February 2008. Prior to joining Pfizer,
Chief Communications Officer Ms. Susman held senior level positions at The
Estee Lauder Companies, including Executive Vice
President from December 2004 to January 2008 and
Senior Vice President - Global Communications
from September 2000 through November 2004.
Earlier in her career, Ms. Susman was
responsible for all of American Express
International's internal communications and
governmental affairs and spent eight years in
government service focused on international
trade issues.
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