SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) December 7, 1999
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Abbott Laboratories
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(Exact Name of Registrant as Specified in Charter)
Illinois
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(State or Other Jurisdiction of Incorporation)
1-2189 36-0698440
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(Commission File Number) (IRS Employer Identification No.)
100 Abbott Park Road, Abbott Park, Illinois 60064-6400
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(Address of Principal Executive Offices) (Zip Code)
(847) 937-6100
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On December 7, 1999, Abbott Laboratories and BankBoston, N.A., as
Rights Agent, executed Amendment Number 1 to its Rights Agreement, by and
between Abbott Laboratories and BankBoston, N.A., dated as of November 11,
1999.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
99.1 Amendment Number 1 to Rights Agreement, dated as of
December 7, 1999, by and between Abbott Laboratories and
BankBoston, N.A., as Rights Agent.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ABBOTT LABORATORIES
Date: December 17, 1999 By: /s/ Gary P. Coughlan
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Name: Gary P. Coughlan
Title: Senior Vice President, Finance
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Amendment Number 1 to Rights Agreement, dated as of
December 7, 1999, by and between Abbott Laboratories and
BankBoston, N.A., as Rights Agent.
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Amendment Number 1 to Rights Agreement
Pursuant to Section 27 of the Rights Agreement (the "Rights
Agreement"), dated as of November 11, 1999, by and between Abbott
Laboratories, an Illinois corporation (the "Company") and BankBoston, N.A.,
a national banking association (the "Rights Agent"), the Company and the
Rights Agent hereby agree that the Rights Agreement shall be amended as
follows:
1. Section 3(b) shall be amended and restated to read in its
entirety as follows:
"(b) With respect to certificates for Common Shares
outstanding as of the Record Date, until the Distribution Date,
the Rights will be evidenced by such certificates registered in
the names of the holders thereof, together with the Summary of
Shareholder Rights Plan attached hereto as Exhibit C (the "Summary
of Shareholder Rights Plan") and registered holders of Common
Shares shall also be the registered holders of the associated
Rights. Until the Distribution Date (or the earlier of the
Redemption Date or the Final Expiration Date), the transfer of any
certificate for Common Shares outstanding on the Record Date, with
or without a copy of the Summary of Shareholder Rights Plan, shall
also constitute the transfer of the Rights associated with the
Common Shares represented thereby."
2. Other than as set forth herein, all other provisions of the
Rights Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number 1 to the Rights Agreement to be executed as of this 7th day of
December, 1999.
ABBOTT LABORATORIES
By: /s/Jose M. de Lasa
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Name: Jose M. de Lasa
Its: Senior Vice President, Secretary and
General Counsel
BANKBOSTON, N.A., as Rights Agent
By: /s/Ken Theva
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Name: Ken Theva
Its: Director, Client Services
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