Drug Wars Intensify as Warner-Lambert Alleges Pfizer Wrongdoings

This is one merger deal that's not going down quietly.
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Warner-Lambert

(WLA)

said

Pfizer

(PFE) - Get Report

misstated terms of a standstill agreement between the two companies, which Pfizer alleges prevented it from launching a takeover offer for Warner-Lambert. Earlier today, Pfizer filed a complaint against Warner Lambert, charging the company infringed upon the terms of the standstill agreement, in an effort to hold off Pfizer while it pursued merger talks with

American Home Products

(AHP)

.

Orginally, Warner-Lambert set plans for a merger with American Home, a deal now worth $66.8 billion. Pfizer followed, launching an unsolicited bid -- now valued at $76.25 billion -- for Warner. Warner-Lambert said it is examining its marketing pact it has with Pfizer for the blockbuster cholesterol remedy

Lipitor

. Last week, Warner-Lambert threatened to end the deal, with its board convening to consider litigation against Pfizer.

Separately, a U.S. judge has given initial approval to a $3.75 billion settlement between American Home and former users of

fen-phen

, the controversial diet drug which has been associated with possible heart-valve damage, the company said.

In other news, insurance giant

Metropolitan Life

had plenty of business to attend to before the Thanksgiving holiday. The insurance giant filed with the

Securities and Exchange Commission

to raise up to $6.5 billion in an IPO, possibly making it the largest ever. MetLife said it plans to sell 225 million shares, or 31% of the company and it expects to price the shares between $14 to $24 a share.

From the "odd stories that never occur early in the day" file,

News Corp.

(NWS) - Get Report

chairman Rupert Murdoch said that

General Electric

(GE) - Get Report

unit

NBC

"has been offered" to

Time Warner

(TWX)

, for $25 billion, and some board member are supportive of the acquisition, according to

Bloomberg

.

According to the report, during the program, Murdoch said he "understands" that

NBC

,

CNBC

and GE's other cable assets have been offered to Time Warner. Time Warner said Murdoch's statement, which was made on the Fox News, was untrue, reported

Bloomberg

.

After-Hours Trading

Bite-size

MedCare Technologies

(MCAR)

led

Island ECN

. In the late afternoon, the company issued a press release touting the popularity of its RxSheets Web site, which allows physicians to request pharmaceutical samples online.

Meanwhile,

Novell

(NOVL)

dominated

MarketXT

and was No. 4 on Island after releasing its fourth-quarter earnings which were in-line with analyst estimates.

Earlier this evening,

TheStreet.com/NYTimes.com

joint newsroom

reported about Novell's earning release.

Island ECN, owned by Datek Online, offers trading, mainly in Nasdaq-listed stocks, from 8 a.m. to 8 p.m. EST.

.

MarketXT, formerly Eclipse Trading, offers after-hours trading to retail clients of Morgan Stanley Dean Witter's (MWD) Morgan Stanley Dean Witter Online and Mellon Bank's (MEL) Dreyfus Brokerage Services. Clients can trade 200 of the most actively traded New York Stock Exchange and Nasdaq Stock Market issues, 4:30 p.m. to 8 p.m. EST Monday through Thursday.

Confused?

TheStreet.com

explains how the rules change when the sun goes down in Investing Basics: Night Owl, a section devoted to after-hours trading.

--

Eric Gillin

In other post-close news (earnings estimates from

First Call/Thomson Financial

; earnings reported on a diluted basis unless otherwise specified):

Mergers, acquisitions and joint ventures

A

Federal Energy Regulatory Commission

administrative law judge gave preliminary approval for the proposed $6.6 billion merger of

American Electric Power

(AEP) - Get Report

and

Central and South West

(CSR)

. The judge said the deal was "consistent with the public interest," providing the utilities divest some generation assets, consider rate tariffs and move transmission to a regional transmission organization.

Columbia Energy Group

(CG) - Get Report

division

Columbia Energy Services

announced its plans to sell its wholesale energy marketing operations to

Enron

(ENE)

subsidiary

Enron North America

. Although the terms were not released, Columbia Energy Services said it expects to close the deal by the end of the year.

Mobil

(MOB)

plans to sell Texas gas stations to privately held

Tetco

, in an effort to meet the federal government's provisions for an $82 billion merger with

Exxon

(XON) - Get Report

, according to sources familiar with the agreement. Mobil and Tetco together, run 145 Mobil gas stations. The divestiture is necessary due to Exxon's larger presence in Texas. In addition, people familiar with the matter said the

Federal Trade Commission

should give the merger its stamp of authorization between next week and mid-December.

Tellabs

(TLAB)

said it would still design technology that was part of an internal

Sprint

program, despite Sprint freezing its implementation. Tellabs said its

AN2100 Gateway Exchange

switching technology will be completely adjusted to take on the needs of other possible clients. According to Tellabs, the new technology would be ready for testing in the first quarter of fiscal 2000.

Earnings/revenue reports and previews

Fatbrain

posted a pro forma third-quarter loss of 80 cents a share, narrower than both the five-analyst estimate of a 82-cent loss, and the year-ago pro forma 38-cent loss.

Hadco

(HDC)

posted fourth-quarter earnings of 63 cents a share, beating the eight-analyst estimate of 58 cents and up from the year-ago 3 cents.

Intuit

(INTU) - Get Report

posted a first-quarter loss of 12 cents a share, narrower than both the 12-analyst estimate of a 19-cent loss and the year-ago 15-cents loss. The company said it expects increasing competition as a result of

Microsoft

(MSFT) - Get Report

entering the personal tax market

Novell

(NOVL)

posted fourth-quarter earnings of 21 cents a share, beating the eight-analyst estimate of 17 cents and up from the year-ago 12 cents.

Werner Enterprises

(WERN) - Get Report

warned investors that higher fuel prices could shave 10 cents off of its fourth-quarter earnings. The 12-analyst estimate forecasts the company to post fourth-quarter earnings of 35 cents a share, up from the year-ago 33 cents.

Offerings and stock actions

Autodesk

(ADSK) - Get Report

said it has set an 8 million-share buyback plan. After the close, the company posted pro forma third-quarter earnings of 27 cents a share, greatly beating the eight-analyst estimate of 13 cents but down from the year-ago 42 cent-profit.

CIBC World Markets

priced a 3.75 million-share IPO for

PNV.net

(PNVN)

at the top of its expected price range at $17 a share.

TV Guide

(TVGIA)

said it has set a 2-for-1 stock split of its Class A and B Common Stock, payable on Dec.17 to shareholders of record Dec. 3.

Miscellany

American Annuity Group

(AAG)

said it has tapped its president S. Craig Lindner to take on the additional role of CEO.