SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
Commission File Number 1-1136
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
Delaware 22-079-0350
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
345 Park Avenue, New York, N.Y. 10154
(Address of principal executive offices)
Telephone: (212) 546-4000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [ X ] No [ ]
At March 31, 1995, there were 507,014,925 shares outstanding of the
Registrant's $.10 par value Common Stock.
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
INDEX TO FORM 10-Q
March 31, 1995
Page No.
--------
Part I - Financial Information:
Condensed Financial Statements (Unaudited):
Consolidated Balance Sheet - March 31, 1995
and December 31, 1994 2 - 3
Consolidated Statement of Earnings for the three
months ended March 31, 1995 and 1994 4
Consolidated Statement of Cash Flows for the three
months ended March 31, 1995 and 1994 5
Management's Discussion and Analysis of Financial
Condition and Results of Operations 6 - 9
Part II - Other Information 10 - 13
Signatures 14
- 1 -
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET - ASSETS
(Unaudited, in millions of dollars except share amounts)
March 31, December 31,
1995 1994
------------ ------------
Current Assets:
Cash and cash equivalents $ 1,766 $ 1,642
Time deposits and marketable
securities 680 781
Receivables, net of allowances 2,078 2,043
Finished goods 920 781
Work in process 179 233
Raw and packaging materials 389 383
------- -------
Inventories 1,488 1,397
Prepaid expenses 852 847
------- -------
Total Current Assets 6,864 6,710
------- -------
Property, Plant and Equipment 5,960 5,836
Less: Accumulated depreciation 2,259 2,170
------- -------
3,701 3,666
------- -------
Insurance Recoverable 967 968
Excess of cost over net tangible assets
received in business acquisitions 1,207 939
Other Assets 715 627
------- -------
Total Assets $13,454 $12,910
======= =======
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<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET -
LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited, in millions of dollars except share amounts)
March 31, December 31,
1995 1994
------------ ------------
Current Liabilities:
Short-term borrowings $ 796 $ 725
Accounts payable 773 693
Accrued expenses 1,676 1,481
Product liability 526 635
U.S. and foreign income taxes
payable 818 740
------- -------
Total Current Liabilities 4,589 4,274
Product Liability 1,206 1,201
Other Liabilities 1,035 1,087
Long-Term Debt 665 644
------- -------
Total Liabilities 7,495 7,206
------- -------
Stockholders' Equity:
Preferred stock, $2 convertible series:
Authorized 10 million shares; issued
and outstanding 21,346 in 1995 and
21,857 in 1994, liquidation value
of $50 per share - -
Common stock, par value of $.10 per share:
Authorized 1.5 billion shares; issued
540,175,824 in 1995 and 540,173,669
in 1994 54 54
Capital in excess of par value of
stock 391 397
Cumulative translation adjustments (303) (301)
Retained earnings 7,881 7,600
------- -------
8,023 7,750
Less cost of treasury stock -
33,160,899 common shares in
1995 and 32,887,848 in 1994 2,064 2,046
------- -------
Total Stockholders' Equity 5,959 5,704
------- -------
Total Liabilities and Stockholders'
Equity $13,454 $12,910
======= =======
- 3 -
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited, in millions of dollars except per share amounts)
Three Months Ended
March 31,
------------------
1995 1994
------ ------
Net Sales $3,301 $2,834
------ ------
Expenses:
Cost of products sold 877 745
Marketing, selling, administrative
and other 827 685
Advertising and product promotion 375 315
Research and development 290 261
------ ------
2,369 2,006
------ ------
Earnings Before Income Taxes 932 828
Provision for Income Taxes 275 247
------ ------
Net Earnings $ 657 $ 581
====== ======
Earnings per share of common stock $ 1.29 $ 1.14
====== ======
Average common shares outstanding
(in millions) 507 511
=== ===
Dividends per share of common stock $.74 $.73
==== ====
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<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited, in millions of dollars)
Three Months Ended
March 31,
------------------
1995 1994
------ ------
Cash Flows From Operating Activities:
Net earnings $ 657 $ 581
Depreciation and amortization 86 80
Other operating items 14 15
Receivables 15 68
Inventories (57) (58)
Prepaid expenses (46) (6)
Accounts payable 65 (12)
Accrued expenses 115 10
Product liability (104) (56)
Income taxes 127 117
Other liabilities (119) (43)
------ ------
Net Cash Provided by Operating Activities 753 696
------ ------
Cash Flows From Investing Activities:
Proceeds from sales of time deposits and
marketable securities 112 -
Purchases of time deposits and marketable
securities (11) (16)
Additions to fixed assets (90) (107)
Acquisition of business (262) -
Other, net (16) (8)
------ ------
Net Cash Used in Investing Activities (267) (131)
------ ------
Cash Flows From Financing Activities:
Short-term borrowings 38 31
Long-term debt (1) 33
Issuances of common stock under stock plans 16 10
Purchases of treasury stock (40) (161)
Dividends paid (376) (374)
------ ------
Net Cash Used in Financing Activities (363) (461)
------ ------
Effect of Exchange Rates on Cash 1 (2)
------ ------
Increase in Cash and Cash Equivalents 124 102
Cash and Cash Equivalents at Beginning of
Period 1,642 2,421
------ ------
Cash and Cash Equivalents at End of Period $1,766 $2,523
====== ======
- 5 -
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
Basis of Presentation
- ----------------------
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all adjustments
(consisting only of normal adjustments) necessary for a fair
presentation of the financial position of Bristol-Myers Squibb
Company (the "Company") at March 31, 1995 and December 31, 1994,
the results of operations for the three months ended March 31,
1995 and 1994, and cash flows for the three months ended March 31,
1995 and 1994. These condensed consolidated financial statements
should be read in conjunction with the consolidated financial
statements and the related notes included in the Company's 1994
Annual Report on Form 10-K.
First Quarter Results of Operations
- -----------------------------------
Sales
- -----
Worldwide sales for the first quarter of 1995 increased 16% over
the prior year to $3,301. The consolidated sales growth resulted
from a 14% increase due to volume, a 2% increase due to the
favorable effect of foreign currency translation, and no effect
due to selling prices. Domestic sales increased 11% and
international sales increased 25% (20% excluding the favorable
effect of foreign currency translation). All four of the
Company's core businesses had good growth, in both domestic and
international markets. The three acquisitions made in the last
nine months, Calgon Vestal Laboratories, Matrix Essentials, Inc.
and the UPSA Group, accounted for 6% of the reported 16% increase
for the Company as a whole. Worldwide sales for the first quarter
of 1994 increased 3% compared to the first quarter of 1993. In
general, the business of the Company's industry segments is not
seasonal.
Industry Segments
- -----------------
Net Sales % Change
------------------ ------------------
Three Months Ended Three Months Ended
------------------ ------------------
3/31/95 3/31/94 3/31/95 3/31/94
------- ------- ------- -------
Pharmaceutical Products $1,895 $1,675 13% 6%
Medical Devices 453 417 9% 2%
Nonprescription Health Products 580 460 26% (3%)
Toiletries and Beauty Aids 373 282 32% (3%)
------ ------
Total Company $3,301 $2,834 16% 3%
====== ======
Sales of the pharmaceutical products segment, which is the largest
segment at 57% of total company sales, increased 13% over the first
- 6 -
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
quarter of 1994 to $1,895. Sales growth resulted from a 12%
increase in volume, a 1% decrease in selling prices and a 2%
increase due to the favorable effect of foreign currency
translation. Sales of cardiovascular drugs, the largest product
group in the segment, increased to $685 from $681 in 1994. Sales
of captopril, an angiotensin converting enzyme (ACE) inhibitor sold
primarily under the trademark CAPOTEN* and the Company's largest
selling product, were $372 compared to $374 in 1994. In the U.S.,
the expiration date of the CAPOTEN* patent was redefined by
legislation implementing the GATT treaty to February 1996. Due to
questions surrounding the implementation of the GATT legislation,
the effect of the new patent expiration date on the Company's
overall performance is currently being evaluated. In Germany, the
patent expiration for CAPOTEN* occurred in February 1995.
PRAVACHOL*, the Company's cholesterol-lowering agent, contributed
to the increase in cardiovascular sales. During the first quarter
the Company received regulatory approvals for pravastatin's new
indication in the U.K., France, the Netherlands and New Zealand as
treatment to reduce the incidence of clinical cardiac events and/or
slow the progression of atherosclerosis in hypercholesterolemic
patients. In the U.S., PRAVACHOL* clinical pharmacology
labeling was changed to reflect a 67% reduction in the incidence of
fatal and non-fatal heart attacks in hypercholesterolemic patients.
Anti-infective drug sales increased 16% to $426 compared to $366 in
1994 due to increased sales of DURICEF* and CEFZIL*, oral
cephalosporin antibiotics, and ZERIT*, a new antiretroviral drug
approved by the FDA in June 1994, as well as strong sales of broad
spectrum penicillins. In the Company's line of anti-cancer drugs,
sales increased 32% to $403. TAXOL* (paclitaxel), which continues
to benefit from the April 1994 approval for use in the treatment of
breast cancer after failure of combination chemotherapy for
metastatic disease or relapse within six months of adjuvant
chemotherapy, experienced very strong growth. Sales of PLATINOL*
and PARAPLATIN* also increased in domestic and international
markets. Sales of central nervous system drugs increased due to
introductory sales of SERZONE*, the Company's newly launched
antidepressant which offers a low incidence of side effects, and
increases in sales of STADOL NS*, a prescription nasal spray
analgesic, and BUSPAR*, the Company's novel anti-anxiety agent.
Dermatological drug sales increased primarily due to very strong
sales of DOVONEX*, a vitamin D3 analogue for the treatment of
moderate psoriasis. In March 1995, the Company received FDA
approval to market Glucophage, a new oral anti-diabetes agent for
Type II non-insulin dependent diabetes. For the first quarter of
1994, sales of the pharmaceutical products segment increased 6%
over the first quarter of 1993 primarily as a result of increases
in sales of cardiovascular, anti-cancer and central nervous system
drugs.
In the medical devices segment, sales increased 9% to $453. In
January 1995, the Company acquired Calgon Vestal Laboratories, a
skin care and infection control products business. Excluding the
effect of the acquisition and the divestiture of Xomed-Treace, Inc.
in April 1994, sales increased 5%, reflecting a 2% increase due to
* Indicates brand names of products which are registered trademarks
owned by the Company.
- 7 -
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
volume, a 1% decrease due to selling prices, and a 4% increase due
to the favorable effect of foreign currency translation. Sales of
ostomy care products increased due to the growth of the ACTIVE
LIFE/COLODRESS* and the SUR-FIT/ COMBIHESIVE* product lines.
Worldwide sales of prosthetic implants, which were adversely
affected by competitive pressures, increased 1% with growth of the
Insall/Burstein II Modular Total Knee System, the MGII* Total Knee
System, and the CENTRALIGN* Precoat Hip Prosthesis. During the
first quarter, the Company launched the NEXGEN* Complete Knee
Solution, its advanced knee replacement system. In the Company's
line of wound care products, sales increased reflecting volume
growth of DUODERM* products. For the first quarter of 1994,
medical devices segment sales increased 2% (an increase of 5%
excluding the effect of businesses divested in the fourth quarter
of 1993) over the prior year due to increased sales of prosthetic
implants, ostomy and wound care products.
Sales of the nonprescription health products segment increased 26%
to $580. In September 1994, the Company acquired the remaining
ownership interest of the UPSA Group, the leading maker and
marketer of analgesics in France and Belgium and a world leader in
effervescent technology. Excluding the acquisition of UPSA, sales
increased 9%, reflecting a 6% increase due to volume, a 2% increase
due to selling prices, and a 1% increase due to the favorable
effect of foreign currency translation. ENFAMIL* and PROSOBEE*
infant formula sales increased with the addition of new sole-source
contracts in late 1994 and early 1995 under the federal
government's Women, Infants and Children program. Sales of
LACTOFREE*, a milk-based, lactose-free infant formula, and
NUTRAMIGEN* infant formula also increased. Sales of analgesics
also increased due to the sales of EXCEDRIN* in the U.S. and the
strong sales of BUFFERIN* in Japan. With the addition of
EFFERALGAN*, ASPIRINE UPSA* and DAFALGAN* from UPSA, the Company's
participation in Europe's growing self-medication market place has
been enhanced. For the first quarter of 1994, the nonprescription
health products segment sales were 3% below the first quarter of
the prior year primarily as a result of decreases in sales of
analgesics, cough/cold remedies and Gerber Baby Formula.
Sales of the toiletries and beauty aids segment increased 32% over
the prior year to $373. In August 1994, the Company acquired
Matrix Essentials, Inc., the leading manufacturer in North America
of professional hair care and beauty products sold exclusively in
beauty salons. Excluding the acquisition of Matrix, sales
increased 11%, reflecting a 10% increase due to volume, a 3%
increase due to selling prices, and a 2% decrease due to the
unfavorable effect of foreign currency translation. Strong market
growth led to increased sales of haircoloring products.
Introductory sales of NATURAL INSTINCTS*, launched in the U.S. in
the latter part of 1994, contributed to the sales growth in
haircoloring products. Sales of hair care products increased,
benefiting from the addition of the SYSTEME BIOLAGE*, VAVOOM!* and
MATRIX ESSENTIALS* lines from Matrix, as well as the launch of the
HERBAL ESSENCES* complete line of shampoos and conditioners. For
the first quarter of 1994, sales of the toiletries and beauty aids
segment were 3% below the first quarter of the prior year (an
- 8 -
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
increase of 2% excluding the effect of businesses divested in the
fourth quarter of 1993) as increased sales of haircoloring and skin
care products were more than offset by decreased sales of anti-
perspirants and hair care products.
Cost of Products Sold and Operating Expenses
- --------------------------------------------
Total costs and expenses for the quarters ended March 31, 1995 and
1994 as a percentage of sales were 71.8% and 70.8%, respectively,
increasing primarily due to the acquired businesses. Cost of
products sold increased to 26.6% of sales from 26.3% in 1994.
Marketing, selling, administrative and other expenses as a
percentage of sales were 25.1% in 1995 and 24.2% in 1994.
Expenditures for advertising and promotion in support of new and
existing products increased 19% to $375 from $315 in 1994.
Research and development expenses increased 11% to $290 from $261
in 1994, and as a percentage of sales were 8.8% compared to 9.2%.
Pharmaceutical research and development spending increased 10% over
the prior year and as a percentage of pharmaceutical sales, was
13.0% compared to 13.4% in 1994.
Earnings
- --------
Earnings before income taxes for the first quarter increased 13% to
$932 from $828 in 1994. Net earnings increased 13% to $657 from
$581 and earnings per share increased 13% to $1.29 from $1.14 in
1994.
Financial Position
- ------------------
The balance sheet at March 31, 1995 and the statement of cash flows
for the three months then ended reflect the Company's strong
financial position. The Company continues to maintain a high level
of working capital totaling $2,275 at March 31, 1995 compared to
$2,436 at December 31, 1994.
Internally generated funds continue to be the Company's primary
source for financing expenditures for new plant and equipment.
Additions to fixed assets for the three months ended March 31, 1995
were $90 compared to $107 during the same period of 1994.
During the three months ended March 31, 1995, the Company purchased
651,600 shares of its common stock.
Reference is made to Part II, Item 1 - Legal Proceedings in which
developments are described for various lawsuits, claims and
proceedings in which the Company is involved.
- 9 -
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
- --------------------------
Various lawsuits, claims and proceedings of a nature considered
normal to its business are pending against the Company and certain
of its subsidiaries. The most significant of these are reported in
the Company's Form 10-K for the fiscal year ended December 31, 1994
with material developments since that report described below.
Breast Implant Litigation
- -------------------------
At the end of April, 1995, the federal judge overseeing the pending
settlement of the breast implant litigation concluded from a random
sampling of claims filed during the settlement process that the
total amount of the "current claims" portion of the settlement that
are likely to be approved for payment would substantially exceed
the amount allocated for that purpose. Under the global settlement
agreement, approximately $1.2 billion of the $4.25 billion
settlement total for all defendants is presently allocated to this
"current claims" fund. The settlement agreement provides that if
current claims do exceed the amount allocated, a reduction of the
amount to be paid to individual claimants would be required. This
would afford class members a "second opt out" right permitting them
to pursue their claims individually. If claimants opt out because
of such reduction, defendants may choose to withdraw from the
settlement. The settlement agreement requires that before any such
reduction, the parties attempt to negotiate satisfactory
adjustments. At the judge's request, the Company and the other
parties to the settlement agreement have commenced such
negotiations.
Infant Formula Matters
- ----------------------
The Company, one of its subsidiaries and others are defendants in
22 antitrust actions in 19 states filed on behalf of purported
statewide classes of indirect purchasers of infant formula products
and by the Attorneys General of Mississippi and Texas alleging a
price fixing conspiracy and other violations of state antitrust or
deceptive trade practices laws and seeking certification of
statewide classes, damages, statutory and civil penalties and other
relief. In the Louisiana indirect purchaser case, the federal
district court's decision to remand the case has been reversed by
the appellate court with directions to the federal district court
to retain jurisdiction. In Nevada, the state court dismissed the
complaint but plaintiffs are expected to appeal as has been done in
the already dismissed Colorado and Florida state actions. The suit
filed by the State of Louisiana in federal court is still pending.
The investigations of domestic infant formula pricing and marketing
started by five state Attorneys General are still pending. The
civil and criminal inquiries by the Canadian Bureau of Competition
Policy into alleged anticompetitive practices by the Company and
certain other members of the Canadian infant formula industry are
ongoing. While it is not possible to determine the outcome of the
foregoing and of other pending matters, the Company believes that
- 10 -
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
---------------------------
the ultimate disposition of such matters will not have a material
adverse effect on the Company's operating results, liquidity or
consolidated financial position.
Pharmaceutical Pricing Litigation
- ---------------------------------
The Company, along with more than 30 other pharmaceutical
manufacturers, drug wholesalers and pharmacy benefit managers, is a
defendant in over 100 actions brought by over 3000 plaintiffs in
various federal courts seeking damages and injunctive relief under
the federal antitrust laws for alleged antitrust violations in the
pricing and marketing of brand-name prescription drugs. The
federal court cases have been transferred for pre-trial purposes to
the United States District Court for the Northern District of
Illinois. These lawsuits are of three different varieties: (1)
individual actions by independent retail pharmacies; (2) class
actions by retail pharmacies seeking to represent a class comprised
of those alleged to be similarly situated; and (3) individual
actions by large retail pharmacy chains and supermarkets.
Discovery is ongoing in the cases. The defendants have entered
into a Judgment Sharing Agreement; the Court has denied plaintiffs'
motion seeking to invalidate that arrangement. The Court has set a
trial date of April 1, 1996. A Case Management Order agreed to by
the defendants and counsel for the individual and chain store
plaintiffs stipulates that discovery of those plaintiffs' price
discrimination claims under the federal Robinson-Patman Act will go
forward now only as to a subset of 20 individual drug stores and
four chain stores as plaintiffs against a subset of five
pharmaceutical manufacturer defendants, not including the Company.
In addition, the Company, along with other pharmaceutical
manufacturers, wholesalers, certain pharmacy benefit managers and
others, has been named as a defendant in state court actions
commenced in California, Alabama, Wisconsin, Washington and
Minnesota. These actions seek damages and injunctive relief under
antitrust and other laws of the states in question for alleged
violations in the pricing of prescription drugs, in some cases
including those not sold under brand names. The actions in
Wisconsin and Minnesota and several of the California actions are
brought on behalf of purported classes of retail pharmacies. The
Alabama case is brought on behalf of individual retail pharmacies
and also asserts a claim for fraud. The Washington action and one
of the California actions are brought on behalf of purported
classes of consumers. Discovery has commenced in some of these
actions. Others are still at the pleading stage. The Company
believes that these actions are without merit and that their
ultimate disposition will not have a material adverse effect on the
Company's results of operations, liquidity or consolidated
financial position.
Securities Litigation
- ---------------------
On April 5, 1995, the United States District Court for the Southern
District of New York entered a final judgment approving the
settlement of a class action which alleged violations of federal
securities laws and regulations in connection with, among other
- 11 -
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
---------------------------
things, earnings projections. The settlement will not have a
material adverse effect on the Company's operating results,
liquidity or consolidated financial position.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
The Annual Meeting of Stockholders was held on May 2, 1995 for the
purpose of:
A. election of directors;
B. ratification of the appointment of Price Waterhouse LLP as
independent accountants for the year 1995;
C. voting on a stockholder-proposed resolution to establish a
one-year term of office for directors;
D. voting on a stockholder-proposed resolution to withdraw the
retirement plan for non-employee directors.
At the meeting, 444,095,057 shares of the Registrant's Common and
$2 Convertible Preferred Stock were represented.
The following persons were elected to the Board of Directors of the
Registrant at the meeting to serve until the 1998 Annual Meeting:
Louis V. Gerstner, Jr.
Charles A. Heimbold, Jr.
Kenneth E. Weg
Mr. Gerstner received 440,117,096 votes for election, votes were
withheld on proxies for 3,977,961 shares and there were no broker
non-votes. Mr. Heimbold received 440,154,738 votes for election,
votes were withheld on proxies for 3,940,319 shares and there were
no broker non-votes. Mr. Weg received 440,039,463 votes for
election, votes were withheld on proxies for 4,055,594 shares and
there were no broker non-votes.
Ellen V. Futter, Andrew C. Sigler and Louis W. Sullivan, M.D.,
continue as directors with terms expiring at the 1996 Annual
Meeting. Robert E. Allen, Michael E. Autera, John D. Macomber and
James D. Robinson III continue as directors with terms expiring at
the 1997 Annual Meeting.
The appointment of Price Waterhouse LLP was ratified by a vote of
440,385,413 shares in favor of the appointment, with 1,953,586
shares voting against, 1,755,257 shares abstaining and 801 broker
non-votes.
The stockholder-proposed resolution recommending that the Board of
Directors take the necessary steps to reinstate the election of
directors annually was defeated by a vote of 233,471,387 shares
against the proposal, 125,462,056 shares voting for the proposal,
7,478,344 abstaining and 77,683,270 broker non-votes.
- 12 -
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
---------------------------
The stockholder-proposed resolution recommending that the Board of
Directors withdraw the retirement plan for non-employee directors
was defeated by a vote of 275,491,768 shares against the proposal,
79,962,933 shares voting for the proposal, 10,954,688 shares
abstaining and 77,685,668 broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a)Exhibits (listed by number corresponding to the Exhibit Table of
Item 601 in Regulation S-K).
Exhibit Number and Description Page
- ------------------------------ ----
3b. Bylaws of Bristol-Myers Squibb Company, as amended
effective May 2, 1995. E-1-1
27. Bristol-Myers Squibb Company Financial Data
Schedule. E-2-1
(b) Reports on Form 8-K.
The Registrant did not file any reports on Form 8-K during the
quarter ended March 31, 1995.
The Registrant filed a report on Form 8-K on May 3, 1995, reporting
a development in Item 3, Legal Proceedings, in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 in
connection with the Breast Implant Litigation.
- 13 -
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
SIGNATURES
----------
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.
BRISTOL-MYERS SQUIBB COMPANY
----------------------------
(Registrant)
Date May 11, 1995 /s/ Harrison M. Bains, Jr.
---------------------------- -----------------------------
Harrison M. Bains, Jr.
Vice President and Treasurer
Date May 11, 1995 /s/ Frederick S. Schiff
---------------------------- -----------------------------
Frederick S. Schiff
Vice President and Controller
- 14 -
Exhibit 3b
----------
BRISTOL-MYERS SQUIBB COMPANY
BYLAWS
As Adopted on November 1, 1965
And as Amended to May 2, 1995
E-1-1
<PAGE>
I N D E X
BYLAW NO. SUBJECT Page No.
- --------- ------- --------
1. Principal Office...............................................1
2. Other Offices..................................................1
3. Seal...........................................................1
4. Meetings of Shareholders -- Date and Time......................1-2
5. Meetings of Shareholders -- Place..............................2
6. Meetings of Shareholders -- No Action By Written Consent, Call.2
7. Meetings of Shareholders -- Notice.............................2
8. Meetings of Shareholders -- Quorum.............................2-3
9. Meetings of Shareholders -- Presiding Officer and Secretary....3
10. Meetings of Shareholders -- Voting.............................3
11. Meetings of Shareholders -- Voting List........................3-4
12. Annual Meeting of Shareholders -- Statement of Business and
Condition of Company.......................................4
13. Meetings of Shareholders -- Inspectors of Election.............4
14. Board of Directors -- Powers...................................4
15. Board of Directors -- Number, Election, Term, Resignation or
Retirement, Removal and Filling Vacancies..................4-6
16. Board of Directors -- Location of Meetings and Books...........6
17. Board of Directors -- Scheduling of Regular Meetings...........6
18. Board of Directors -- Scheduling of Special Meetings...........6
E-1-2
<PAGE>
BYLAW NO. SUBJECT Page No.
- --------- ------- --------
19. Board of Directors -- Waiver of Meeting Notice and Action
by Consent....................................................6
20. Board of Directors -- Quorum for Meeting........................7
21. Board of Directors -- Meeting Procedure.........................7
22. Board of Directors -- Fees.....................................7
23. Board of Directors -- Indemnification...........................8
24. Committees of the Board -- Executive, Audit, Others.............9-10
25. Committees of the Board -- Minutes and Reports..................10
26. Officers........................................................10
27. Officers -- Election and Term...................................11
28. Appointment of Other Officers, Committees or Agents.............11
29. Officers -- Removal.............................................11
30. Officers -- Resignation.........................................11
31. Officers -- Unable to Perform Duties............................11-12
32. Officers -- Vacancy.............................................12
33. The Chairman of the Board -- Powers and Duties..................12
34. Vice Chairman of the Board -- Powers and Duties.................12
35. Duties of President.............................................12
36. Vice Presidents -- Powers and Duties............................12
37. The Treasurer -- Powers and Duties..............................13
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BYLAW NO. SUBJECT Page No.
- --------- ------- --------
38. The Secretary -- Powers and Duties...............................13
39. The Controller -- Powers and Duties..............................13
40. Assistant Treasurers and Assistant Secretaries -- Powers and
Duties.........................................................13
41. Officers -- Compensation.........................................14
42. Contracts, Other Instruments, Authority to Enter Into or Execute.14
43. Loans and Negotiable Paper.......................................14
44. Checks, Drafts, etc..............................................14
45. Banks -- Deposit of Funds........................................14-15
46. Stock Certificates -- Form, Issuance.............................15
47. Stock -- Transfer................................................15
48. Stock Certificates -- Loss, Replacement..........................15-16
49. Record Dates.....................................................16
50. Registered Shareholders..........................................16-17
51. Fiscal Year......................................................17
52. Notices..........................................................17
53. Notices -- Waiver................................................17
54. Amendments of Bylaws.............................................17
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<PAGE>
BYLAWS
of
BRISTOL-MYERS SQUIBB COMPANY
OFFICES.
1. The registered office of the Company shall be in the City of
Wilmington, County of New Castle, State of Delaware, and the name
of the resident agent in charge thereof is The Corporation Trust
Company.
2. The Company may also have offices at such place or places as the
Board of Directors may from time to time appoint or the business
of the Company may require.
SEAL.
3. The corporate seal shall have inscribed thereon the name of the
Company, the year of its organization and the words "Corporate
Seal, Delaware." Said seal may be used in causing it or a
facsimile thereof to be impressed or affixed or reproduced or
otherwise.
MEETINGS OF SHAREHOLDERS.
4. The annual meeting of the shareholders for the election of
directors and for the transaction of any other proper business,
notice of which was given in the notice of meeting, shall be held
at such time as the Board of Directors may determine. If the
annual meeting for the election of directors is not held on the
date designated therefor, the directors shall cause the meeting
to be held as soon thereafter as convenient.
5. Meetings of the shareholders may be held at such places either
within or without the State of Delaware as the Board of Directors
may determine.
6. Any action required or permitted to be taken by the stockholders
of the Company must be effected at a duly called annual or
special meeting of such stockholders and may not be effected by
any consent in writing by such stockholders. Except as otherwise
required by law and subject to the rights under Article FOURTH of
the Certificate of Incorporation of the Company of the holders of
any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, special meetings of
stockholders of the Company may be called only by the Chairman of
the Board or by the Board of Directors pursuant to a resolution
approved by a majority of the entire Board of Directors.
7. Except as hereinafter provided or as may be otherwise required by
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law, notice of the place, date and hour of holding each annual
and special meeting of the shareholders shall be in writing and
shall be delivered personally or mailed in a postage prepaid
envelope, not less than ten days before such meeting, to each
person who appears on the books of the Company as a shareholder
entitled to vote at such meeting, and to any shareholders who, by
reason of any action proposed at such meeting, would be entitled
to have their shares appraised if such action were taken. The
notice of every special meeting, besides stating the time and
place of such meeting, shall state briefly the purpose or
purposes thereof; and no business other than that specified in
such notice or germane thereto shall be transacted at the
meeting, except with the unanimous consent in writing of the
holders of record of all of the shares of the Company entitled to
vote at such meeting. Notice of any meeting of shareholders
shall not be required to be given to any shareholder entitled to
participate in any action proposed to be taken at such meeting
who shall attend such meeting in person or by proxy or who before
or after any such meeting shall waive notice thereof in writing
or by telegram, cable or wireless. Notice of any adjourned
meeting need not be given.
8. At all meetings of shareholders of the Company, except as
otherwise provided by law, the holders of a majority in number of
the outstanding shares of the Company, present in person or by
proxy and entitled to vote thereat, shall constitute a quorum for
the transaction of business. In the absence of a quorum the
holders of a majority in number of the shares of stock so present
or represented and entitled to vote may adjourn the meeting from
time to time until a quorum is present. At any such adjourned
meeting at which a quorum is present any business may be
transacted which might have been transacted at the meeting as
originally called.
9. The Chairman of the Board shall preside as chairman at every
meeting of shareholders. The Chairman of the Board may designate
another officer of the Company or any shareholder to preside as
chairman of a meeting of shareholders in place of the Chairman of
the Board and in the absence of the Chairman of the Board and an
officer or shareholder designated by the Chairman of the Board to
preside as chairman of the meeting, the Board of Directors may
designate an officer or shareholder to preside as chairman of the
meeting. In the event the Chairman of the Board and the Board of
Directors fail to so designate a chairman of the meeting the
shareholders may designate an officer or shareholder as chairman.
The Secretary shall act as secretary of the meeting, or, in the
absence of the Secretary, the presiding officer shall appoint a
secretary of the meeting.
10. At each meeting of the shareholders every shareholder of record
entitled to vote thereat shall be entitled to one vote for each
share of the Company standing in that shareholder's name on the
books of the Company provided that no share of stock shall be
voted at any election of directors which shall have been
transferred on the books of the Company later than the record
date announced by the Board of Directors or fixed by operation of
these bylaws The vote on shares may be given by the shareholder
entitled thereto in person or by proxy duly appointed by an
instrument in writing subscribed by such shareholder or that
shareholder's duly authorized attorney, and delivered to the
secretary of the meeting; provided, however, that no proxy shall
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<PAGE>
be valid after the expiration of three years from the date of its
execution unless the shareholder executing it shall have
specified therein the length of time it is to continue in force,
which shall be for some limited period. At all meetings of
shareholders, a quorum being present, all matters, except as
otherwise provided by law or by the Certificate of Incorporation
of the Company or these bylaws, shall be decided by the holders
of a majority in number of the shares of stock of the Company
present in person or by proxy and entitled to vote. A share vote
may be by ballot and each ballot shall state the name of the
shareholder voting and the number of shares owned by that
shareholder and shall be signed by such shareholder or by that
shareholder's proxy. Except as otherwise required by law or by
these bylaws all voting may be viva voce.
11. The Secretary or other officer in charge of the stock ledger of
the Company shall prepare and make at least ten days before every
meeting of shareholders a complete list of the shareholders
entitled to vote at the meeting arranged in alphabetical order
and showing the address of each shareholder and the number of
shares registered in the name of each shareholder. Such list
shall be open to the examination of any shareholder for any
purpose germane to the meeting during ordinary business hours for
a period of at least ten days prior to the meeting either at a
place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or if not
so specified at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the
meeting during the whole time thereof and may be inspected by any
shareholder who is present. The stock ledger shall be the only
evidence as to who are the shareholders entitled to examine the
stock ledger, the list required by this bylaw, or the books of
the Company or to vote in person or by proxy at any meeting of
shareholders.
12. The Board of Directors shall present at each annual meeting, and
when called for by vote of the shareholders at any special
meeting of the shareholders, a full and clear statement of the
business and condition of the Company.
13. At all elections of directors and when otherwise required by law,
the chairman of the meeting shall appoint two inspectors of
election. The inspectors shall be responsible for receiving,
tabulating and reporting the result of the votes taken. No
director or candidate for the office of director shall be
appointed such inspector. The chairman of the meeting shall open
and close the polls.
DIRECTORS.
14. The property, business and affairs of the Company shall be
managed by or under the direction of the Board of Directors,
which may exercise all such powers of the Company and do all such
lawful acts and things as are not by statute or by the
Certificate of Incorporation or by these bylaws directed or
required to be exercised or done by the shareholders.
15.(a) The Board of Directors shall consist of ten directors. Directors
need not be shareholders. The number of directors may be
determined by a majority vote of the entire Board of Directors.
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<PAGE>
(b) Except as otherwise provided by the Certificate of Incorporation,
by these bylaws or by law, at each meeting of the shareholders
for the election of directors at which a quorum shall be present,
the persons receiving a plurality of the votes cast shall be
directors. Such election shall be by ballot.
(c) The directors, other than those who may be elected by the holders
of any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation, shall be
classified, with respect to the time for which they severally
hold office, into three classes, as nearly equal in number as
possible, as determined by the Board of Directors, one class to
be originally elected for a term expiring at the annual meeting
of stockholders to be held in 1985, another class to be
originally elected for a term expiring at the annual meeting of
stockholders to be held in 1986, and another class to be
originally elected for a term expiring at the annual meeting of
stockholders to be held in 1987, with the directors of each class
to hold office until their successors are elected and qualified.
At each annual meeting of the stockholders, the successors of the
class of directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual meeting
of stockholders held in the third year following the year of
their election. No decrease in the number of directors
constituting the Board of Directors or change in the restrictions
and qualifications for directors shall shorten the term of any
incumbent director.
(d) Except as otherwise provided in the Certificate of Incorporation
or in these bylaws, each director shall continue in office until
the expiration of his term of office and until a successor shall
have been elected and shall have qualified, or until the director
shall have resigned, or, in the case of a director who is an
employee of the Company, until the director shall have resigned
from employment with the Company or the director's employment
shall have been terminated by the Company. In addition, a
director who is not an employee of the Company or who is the
Chief Executive Officer of the Company or a retired Chief
Executive Officer of the Company shall retire from the position
of director at the Annual Meeting following attainment of age 70;
an employee who is a director of the Company (other than the
Chief Executive Officer or a retired Chief Executive Officer)
shall retire from the position of director on the effective date
of the director's retirement as an employee of the Company. Any
director of the Company may resign at any time by giving written
notice to the Chairman of the Board or to the Secretary of the
Company. Such resignation shall take effect at the time
specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective. Exceptions to the requirements for the retirement of
a director may be made by the Board of Directors.
(e) Subject to the rights under Article FOURTH of the Certificate of
Incorporation of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation to
elect directors under specified circumstances, any director or
entire class of directors or the entire Board of Directors may be
removed from office, with or without cause, only by the
affirmative vote of the holders of at least 75% of the
outstanding shares of stock of the Company entitled to vote
generally in the election of directors, voting together as a
single class.
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<PAGE>
(f) Subject to the rights under Article FOURTH of the Certificate of
Incorporation of the Company of the holders of any class or
series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect directors under specified
circumstances, newly created directorships resulting from any
increase in the number of directors and any vacancies on the
Board of Directors resulting from death, resignation, retirement,
disqualification, removal or other cause shall be filled only by
the affirmative vote of a majority of the remaining directors
then in office, even though less than a quorum of the Board of
Directors. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of
the class of directors in which the new directorship was created
or the vacancy occurred and until such director's successor shall
have been elected and qualified.
16. The directors may hold their meetings and keep the books of the
Company at such place or places as they may from time to time
determine.
17. Regular meetings of the Board of Directors may be held at such
time as may be fixed from time to time by resolution of the Board
of Directors. Unless required by said resolution, notice of any
such meeting need not be given.
18. Special meetings of the Board of Directors shall be held whenever
called by direction of the Chairman of the Board or any of three
of the directors for the time being in office. Notice of each
such special meeting shall be mailed, postage prepaid, to each
director, addressed to the director at the director's residence
or usual place of business, at least two days before the day on
which the meeting is to be held, or shall be sent to the director
at such place by telegraph, cable, or wireless, or be delivered
personally or by telephone, not later than the day before the day
on which the meeting is to be held. Every such notice shall
state the time and place but, except as provided by these bylaws
or by resolution of the Board of Directors, need not state the
purposes of the meetings.
19. Anything in these bylaws or in any resolution adopted by the
Board of Directors to the contrary notwithstanding, notice of any
meeting of the Board of Directors need not be given to any
director, if, before or after any such meeting, notice thereof
shall be waived by such director in writing or by telegraph,
cable or wireless. Any meeting of the Board of Directors shall
be a legal meeting without any notice having been given or
regardless of the giving of any notice or the adoption of any
resolution in reference thereto, if all the directors shall be
present thereat or shall have so waived notice thereof. Any
action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting, if prior to
such action a written consent thereto is signed by all members of
the Board and such written consent is filed with the minutes of
proceedings of the Board of Directors.
20. Five of the directors in office at the time of any regular or
special meeting of the Board of Directors shall constitute a
quorum for the transaction of business at such meeting and except
as may be otherwise specifically provided by statute or by the
Certificate of Incorporation or by these bylaws, the act of a
majority of the directors present at any such meeting at which a
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<PAGE>
quorum is present shall be the act of the Board of Directors.
In the absence of a quorum a majority of the directors present
may adjourn any meeting from time to time until a quorum is
present. Notice of any adjourned meeting need not be given. The
directors shall act only as a board and the individual directors
shall have no power as such.
21. At each meeting of the Board of Directors the Chairman of the
Board shall preside. The Chairman of the Board may designate
another member of the Board of Directors to preside as chairman
of a meeting in place of the Chairman of the Board and in the
absence of the Chairman of the Board and any member of the Board
of Directors designated by the Chairman of the Board to preside
as chairman of the meeting a majority of the directors present
may designate a member of the Board of Directors as chairman to
preside at the meeting. The Secretary of the Company or, in the
absence of the Secretary, a person appointed by the chairman of
the meeting, shall act as secretary of the Board of Directors.
The Board of Directors may adopt such rules and regulations for
the conduct of their meetings and the management of the affairs
of the Company as they shall deem proper and not inconsistent
with the law or with these bylaws. At all meetings of the Board
of Directors business shall be transacted in such order as the
Board of Directors may determine.
22. Each director shall be paid such fee, if any, for each meeting of
the Board attended and/or such annual fee as shall be determined
from time to time by resolution of the Board of Directors,
provided that nothing herein contained shall be construed to
prevent any director from serving the Company in any other
capacity and receiving compensation therefor.
23.(a) Definitions. As used herein, the term "director" shall include
each present and former director of the Company and the term
"officer" shall include each present and former officer of the
Company as such, and the terms "director" and "officer" shall
also include each employee of the Company, who, at the Company's
request, is serving or may have served as a director or officer
of another corporation in which the Company owns directly or
indirectly, shares of capital stock or of which it is a creditor.
The term "officer" also includes each assistant or divisional
officer. The term "expenses" shall include, but not be limited
to, reasonable amounts for attorney's fees, costs, disbursements
and other expenses and the amount or amounts of judgments, fines,
penalties and other liabilities.
(b) Indemnification Granted. Each director and officer shall be and
hereby is indemnified by the Company, to the full extent
permitted by law, against:
(i) expenses incurred or paid by the director or officer in
connection with any claim made against such director or
officer, or any actual or threatened action, suit or
proceeding (civil, criminal, administrative, investigative
or other, including appeals and whether or not relating to a
date prior to the adoption of this bylaw) in which such
director or officer may be involved as a party or otherwise,
by reason of being or having been a director or officer of
the Company, or of serving or having served at the request
of the Company as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or
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<PAGE>
other enterprise, or by reason of any action taken or not
taken by such director or officer in such capacity, and
(ii) the amount or amounts paid by the director or officer in
settlement of any such claim, action, suit or proceeding or
any judgment or order entered therein, however,
notwithstanding anything to the contrary herein where a
director or officer seeks indemnification in connection with
a proceeding voluntarily initiated by such director or
officer the right to indemnification granted hereunder shall
be limited to proceedings where such director or officer has
been wholly successful on the merits.
(c) Miscellaneous.
(i) Expenses incurred and amounts paid in settlement with
respect to any claim, action, suit or proceeding of the
character described in paragraph (b)(i) above may be
advanced by the Company prior to the final disposition
thereof upon receipt of an undertaking by or on behalf of
the recipient to repay such amounts as shall not ultimately
be determined to be payable to such recipient under this
bylaw.
(ii) The rights of indemnification herein provided for shall be
severable, shall not be exclusive of other rights to which
any director or officer now or hereafter may be entitled,
shall continue as to a person who has ceased to be an
indemnified person and shall inure to the benefit of the
heirs, executors, administrators and other legal
representatives of such a person.
(iii) The provisions of this bylaw shall be deemed to be a
contract between the Company and each director or officer
who serves in such capacity at any time while such bylaw is
in effect.
(iv) The Board of Directors shall have power on behalf of the
Company to grant indemnification to any person other than a
director or officer to such extent as the Board in its
discretion may from time to time determine.
COMMITTEES OF THE BOARD.
24.(a) The Board of Directors may, by resolution or resolutions, passed
by a majority of the whole Board of Directors, designate an
Executive Committee (and may discontinue the same at any time) to
consist of three or more of the Directors of the Company. The
members shall be appointed by the Board of Directors and shall
hold office during the pleasure of the Board of Directors;
provided, however, that in the absence or disqualification of any
member of the Executive Committee, the member or members thereof
present at any meeting and not disqualified from voting, whether
or not the member or members constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
The Executive Committee shall have and may exercise, during the
intervals between the meetings of the Board of Directors, all of
the powers of the Board of Directors in the management of the
business and affairs of the Company (and shall have power to
authorize the seal of the Company to be affixed to all papers
which may require it),
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<PAGE>
except that the Executive Committee shall have no power to (i)
elect Directors to fill any vacancies or appoint any officers;
(ii) fix the compensation of any officer or the compensation of
any Director for serving on the Board of Directors or on any
committee; (iii) declare any dividend or make any other
distribution to the shareholders of the Company; (iv) submit to
shareholders any action that needs shareholder authorization; (v)
amend or repeal the bylaws or adopt any new bylaw; (vi) amend or
repeal any resolution of the Board of Directors which by its
terms shall not be so amendable or repealable; (vii) take any
final action with respect to the acquisition or disposition of
any business at a price in excess of $20,000,000.
(b) The Board of Directors shall, by resolution or resolutions,
passed by a majority of the whole Board of Directors designate an
Audit Committee to consist of three or more non-employee
directors of the Company free from any relationship that, in the
opinion of the Board of Directors, would interfere with the
exercise of independent judgment as a Committee member. Any
director who is a former employee of the Company may not serve on
the Audit Committee. The members of the Audit Committee shall be
appointed by and hold office during the pleasure of the Board of
Directors. A majority of the members of the Audit Committee will
constitute a quorum for the transaction of business. It shall be
the duty of the Audit Committee (i) to recommend to the Board of
Directors a firm of independent accountants to perform the
examination of the annual financial statements of the Company;
(ii) to review with the independent accountants and with the
Controller the proposed scope of the annual audit, past audit
experience, the Company's internal audit program, recently
completed internal audits and other matters bearing upon the
scope of the audit; (iii) to review with the independent
accountants and with the Controller significant matters revealed
in the course of the audit of the annual financial statements of
the Company; (iv) to review on an annual basis that the Company's
Statement of Business Conduct and Corporate Policies relating
thereto has been communicated by the Company to all key employees
of the Company and its subsidiaries throughout the world with a
direction that all such key employees certify that they have
read, understand and are not aware of any violation of the
Statement of Business Conduct; (v) to review with the Controller
any suggestions and recommendations of the independent
accountants concerning the internal control standards and the
accounting procedures of the Company; (vi) to meet on a regular
basis with a representative or representatives of the Internal
Audit Department of the Company and to review the Internal Audit
Department's Reports of Operations; (vii) to report its
activities and actions to the Board of Directors at least once
each fiscal year.
(c) The Board of Directors may, by resolution or resolutions passed
by a majority of the whole Board of Directors, designate such
other committees as may be deemed advisable (and may discontinue
the same at any time), to consist of two or more of the directors
of the Company. The members shall be appointed by and shall hold
office during the pleasure of the Board of Directors, and the
Board of Directors shall prescribe the name or names of such
committees, the number of their members and their duties and
powers.
(d) Any action required or permitted to be taken at any meeting of
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<PAGE>
any committee may be taken without a meeting, if prior to such
action a written consent thereto is signed by all members of the
committee and such written consent is filed with the minutes of
proceedings of the committee.
25. All committees shall keep written minutes of their proceedings
and report the same to the Board of Directors when required.
OFFICERS.
26. The officers of the Company shall be a Chairman of the Board, a
Vice Chairman of the Board, a President, two or more Vice
Presidents (which shall include Senior Vice President, Executive
Vice President and other Vice President titles), a Treasurer, a
Secretary, a Controller, and such other officers as may be
appointed in accordance with these bylaws. The Secretary and
Treasurer may be the same person, or a Vice President may hold at
the same time the office of Secretary, Treasurer, or Controller.
27. The officers of the Company shall be chosen by the Board of
Directors. Each officer shall hold office until a successor
shall have been duly chosen and shall have qualified or until the
death or retirement of the officer or until the officer shall
resign or shall have been removed in the manner hereinafter
provided. The Chairman of the Board and the Vice Chairman of the
Board shall be chosen from among the directors.
28. The Board of Directors may appoint such other officers,
committees or agents, as the business of the Company may require,
including one or more Assistant Treasurers and one or more
Assistant Secretaries, each of whom shall hold office for such
period, and have such authority and perform such duties as are
provided in these bylaws or as the Board of Directors may from
time to time determine. The Board of Directors may delegate to
any officer or committee the power to appoint and to remove any
such subordinate officer or agent.
29. Subject to the provisions of any written agreement, any officer
may be removed, either with or without cause, by a vote of the
majority of the whole Board of Directors at a regular meeting or
a special meeting called for the purpose. Any officer, except an
officer elected by the Board of Directors, may also be removed,
with or without cause, by any committee or superior officer upon
whom such power of removal may be conferred by the Board of
Directors.
30. Subject to the provisions of any written agreement, any officer
may resign at any time by giving written notice to the Board of
Directors, the Chairman of the Board or the Secretary of the
Company. Any such resignation shall take effect at the time
specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
31. Except as otherwise provided in these bylaws, in the event any
officer shall be unable to perform the duties of the office held,
whether by reason of absence, disability or otherwise, the
Chairman of the Board may designate another officer of the
Company to assume the duties of the officer who is unable to
carry out the duties of the office; in the event the Chairman of
the Board shall be absent and unable to perform the duties of the
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<PAGE>
office of Chairman of the Board, the Chairman of the Board shall
designate another officer to assume the duties of the Chairman of
the Board; if another officer has not been designated by the
Chairman of the Board to assume the duties of the Chairman of the
Board, then the Board of Directors shall designate another
officer to assume the duties of the Chairman of the Board; in the
event the Chairman of the Board shall be disabled and unable to
perform the duties of the office of Chairman of the Board, then
the Board of Directors shall designate another officer to assume
the duties of the Chairman of the Board. Any officer designated
to assume the duties of another officer shall have all the powers
of and be subject to all the restrictions imposed upon the
officer whose duties have been assumed.
32. A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled for the
unexpired portion of the term in the manner prescribed by these
bylaws for the regular appointment or election to such office.
33. The Chairman of the Board shall be the chief executive officer of
the Company and shall have general supervision of the business
and operations of the Company, subject, however, to the control
of the Board of Directors. The Chairman of the Board shall
preside at all meetings of the shareholders and of the Board of
Directors. The Chairman of the Board shall perform all of the
duties usually incumbent upon a chief executive officer of a
corporation and incident to the office of the Chairman of the
Board. The Chairman of the Board shall also have such powers and
perform such duties as are assigned by these bylaws and shall
have such other powers and perform such other duties, not
inconsistent with these bylaws, as may from time to time be
assigned by the Board of Directors.
34. The Vice Chairman shall have such powers and perform such duties
as are assigned by these bylaws and shall have such other powers
and perform such other duties, not inconsistent with these
bylaws, as from time to time may be assigned by the Board of
Directors or the Chairman of the Board.
35. The President shall have such powers and perform such duties as
are assigned by these bylaws and shall have such other powers and
perform such other duties, not inconsistent with these bylaws, as
from time to time may be assigned by the Board of Directors or
the Chairman of the Board.
36. Each Vice President shall have such powers and perform such
duties as are assigned by these bylaws and shall have such other
powers and perform such other duties, not inconsistent with these
bylaws, as from time to time may be assigned by the Board of
Directors or the Chairman of the Board.
37. The Treasurer shall have charge and custody of, and be
responsible for, all funds of the Company. The Treasurer shall
regularly enter or cause to be entered in books to be kept by the
Treasurer or under the Treasurer's direction for this purpose
full and adequate account of all moneys received or paid by the
Treasurer for the account of the Company; the Treasurer shall
exhibit such books of account and records to any of the directors
of the Company at any time upon request at the office of the
Company where such books and records shall be kept and shall
render a detailed statement of these accounts and records to the
E-1-14
<PAGE>
Board of Directors as often as it shall require the same. The
Treasurer shall also have such powers and perform such duties as
are assigned the Treasurer by these bylaws and shall have such
other powers and perform such other duties, not inconsistent with
these bylaws, as from time to time may be assigned by the Board
of Directors.
38. It shall be the duty of the Secretary to act as Secretary of all
meetings of the Board of Directors and of the shareholders of the
Company, and to keep the minutes of all such meetings in the
proper book or books to be provided for that purpose; the
Secretary shall see that all notices required to be given by or
for the Company or the Board of Directors or any committee are
duly given and served; the Secretary shall be custodian of the
seal of the Company and shall affix the seal, or cause it to be
affixed, to all documents, the execution of which on behalf of
the Company, under its seal shall have been duly authorized in
accordance with the provisions of these bylaws. The Secretary
shall have charge of the share records and also of the other
books, records, and papers of the Company relating to its
organization and management as a corporation and shall see that
the reports, statements and other documents required by law are
properly kept and filed; and shall in general perform all the
duties usually incident to the office of Secretary. The
Secretary shall also have such powers and perform such duties as
are assigned by these bylaws, and shall have such other powers
and perform such other duties, not inconsistent with these
bylaws, as from time to time may be assigned by the Board of
Directors.
39. The Controller shall perform the usual duties pertaining to the
office of the Controller. The Controller shall have charge of
the supervision of the accounting system of the Company,
including the preparation and filing of all reports required by
law to be made to any public authorities and officials, and shall
also have such powers and perform such duties, not inconsistent
with these bylaws, as from time to time may be assigned by the
Board of Directors.
40. The Assistant Treasurers and the Assistant Secretaries shall have
such powers and perform such duties as are assigned to them by
these bylaws and shall have such other powers and perform such
other duties, not inconsistent with these bylaws, as from time to
time may be assigned to them by the Treasurer or the Secretary,
respectively, or by the Board of Directors.
41. The compensation of the Chairman of the Board, Vice Chairman of
the Board, President, Vice President, Treasurer, Secretary and
Controller shall be fixed by the Board of Directors. The
compensation of such other officers as may be appointed in
accordance with the provisions of these bylaws may be fixed by
the Chairman of the Board. No officer shall be prevented from
receiving such compensation by reason of also being a director of
the Company.
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
42. The Board of Directors except as in these bylaws otherwise
provided, may authorize any officer or officers, agent or agents,
in the name of and on behalf of the Company, to enter into any
contract or execute and deliver any instrument, and such
E-1-15
<PAGE>
authority may be general or confined to specific instances; and,
unless so authorized by the Board of Directors or expressly
authorized by these bylaws, no officer or agent or employee shall
have any power or authority to bind the Company by any contract
or engagement or to pledge its credit or to render it pecuniarily
liable for any purpose or to any amount.
43. No loans shall be contracted on behalf of the Company and no
negotiable paper shall be issued in its name unless authorized by
resolution of the Board of Directors. When authorized by the
Board of Directors, any officer or agent of the Company thereunto
authorized may effect loans and advances at any time for the
Company from any bank, trust company, or other institution, or
from any firm, corporation or individual, and for such loans and
advances may make, execute and deliver promissory notes, bonds,
or other certificates or evidences of indebtedness of the Company
and, when authorized so to do, may pledge, hypothecate or
transfer any securities or other property of the Company as
security for any such loans or advances. Such authority may be
general or confined to specified instances.
44. All checks, drafts and other orders for the payment of moneys out
of the funds of the Company and all notes or other evidences of
indebtedness of the Company shall be signed on behalf of the
Company in such manner as shall from time to time be determined
by resolution of the Board of Directors.
45. All funds of the Company not otherwise employed shall be
deposited from time to time to the credit of the Company in such
banks, trust companies or other depositories as the Board of
Directors may select or as may be selected by any officer or
officers, agent or agents of the Company to whom such power may
from time to time be delegated by the Board of Directors; and for
the purpose of such deposit, the Chairman of the Board, the Vice
Chairman of the Board, the President, a Vice President, the
Treasurer, the Controller, the Secretary or any other officer or
agent or employee of the Company to whom such power may be
delegated by the Board of Directors, may endorse, assign and
deliver checks, drafts and other orders for the payment of moneys
which are payable to the order of the Company.
CERTIFICATES AND TRANSFERS OF SHARES.
46. Certificates for shares of the Company shall be in such form as
shall be approved by the Board of Directors. Such certificates
shall be numbered and registered in the order in which they are
issued and shall be signed by the Chairman of the Board, the
Vice Chairman of the Board, the President or a Vice President and
the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer. Where any such certificate is countersigned
by a transfer agent, other than the Company or its employee, or
by a registrar, other than the Company or its employee, any other
signature on such certificate may be a facsimile, engraved,
stamped or printed. In the event that an officer whose facsimile
signature appears on such certificate ceases for any reason to
hold the office indicated and the Company or its transfer agent
has on hand a supply of share certificates bearing such officer's
facsimile signature, such certificates may continue to be issued
and registered until such supply is exhausted.
47. Transfers of shares of the Company shall be made only on the
E-1-16
<PAGE>
books of the Company by the holder thereof, or by the holder's
attorney thereunto duly authorized and on surrender of the
certificate or certificates for such shares properly endorsed.
Every certificate surrendered to the Company shall be marked
"Cancelled," with the date of cancellation, and no new
certificate shall be issued in exchange therefor until the old
certificate has been surrendered and cancelled, except as
hereinafter provided.
48. The holder of any shares of the Company shall immediately notify
the Company of any loss, destruction or mutilation of the
certificate therefor and the Company may issue a new certificate
in the place of any certificate theretofore issued by it alleged
to have been lost, destroyed or mutilated. The Board of
Directors may, in its discretion, as conditions to the issue of
any such new certificate, require the owner of the lost or
destroyed certificate or the owner's legal representatives to
make proof satisfactory to the Board of Directors of the loss or
destruction thereof and to give the Company a bond in such form,
in such sum and with such surety or sureties as the Board of
Directors may direct, to indemnify the Company against any claim
that may be made against it on account of any such certificate so
alleged to have been lost or destroyed.
DETERMINATION OF RECORD DATE.
49. In order that the Company may determine the shareholders entitled
to notice of or to vote at any meeting of shareholders or any
adjournment thereof or entitled to receive payment of any
dividend or other distribution or allotment of any rights or
entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix in advance a record
date which shall not be more than 60 nor less than 10 days before
the date of such meeting nor more than 60 days prior to any other
action.
If no record date is fixed:
(i) The record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be
at the close of business on the day next preceding the day
on which notice is given, or if notice is waived, at the
close of business on the day next preceding the day on which
the meeting is held.
(ii) The record date for determining shareholders for any other
purpose shall be at the close of business on the day on
which the Board of Directors adopts the resolution relating
thereto. A determination of shareholders of record entitled
to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting provided, however,
that the Board of Directors may fix a new record date for
the adjourned meeting.
REGISTERED SHAREHOLDERS.
50. The Company shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any other
E-1-17
<PAGE>
person, whether or not it shall have express or other notice
thereof, save as expressly provided by the laws of Delaware.
FISCAL YEAR.
51. The fiscal year shall begin on the first day of January and end
on the thirty-first day of December in each year.
NOTICES.
52. Whenever under the provision of these bylaws notice is required
to be given to any director or shareholder, it shall be construed
to mean personal notice, but such notice may be given in writing,
by mail, by depositing the same in a post office or letter box,
in a postpaid sealed wrapper, addressed to such director or
shareholder at such address as appears on the books of the
Company, or, in default of other address, to such director or
shareholder, at the General Post Office in the City of
Wilmington, Delaware, and such notice shall be deemed to be given
at the time when the same shall be thus mailed.
53. Any notice required to be given under these bylaws may be waived
in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein.
AMENDMENTS.
54. Except as otherwise provided in the Certificate of Incorporation
of the Company and consistent therewith, these bylaws may be
altered, amended or repealed or new bylaws may be made by the
affirmative vote of the holders of record of a majority of the
shares of the Company entitled to vote, at any annual or special
meeting, provided that such proposed action shall be stated in
the notice of such meeting, or, by a vote of the majority of the
whole Board of Directors, at any regular meeting without notice,
or at any special meeting provided that notice of such proposed
action shall be stated in the notice of such special meeting.
E-1-18
<TABLE> <S> <C>
<ARTICLE>5
<LEGEND>
Exhibit 27 for Bristol-Myers Squibb
</LEGEND>
<MULTIPLIER>1000000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1995
<PERIOD-END> Mar-31-1995<F1>
<CASH> 1,766
<SECURITIES> 680
<RECEIVABLES> 2,078<F2>
<ALLOWANCES> 0
<INVENTORY> 1,488
<CURRENT-ASSETS> 6,864
<PP&E> 5,960
<DEPRECIATION> 2,259
<TOTAL-ASSETS> 13,454
<CURRENT-LIABILITIES> 4,589
<BONDS> 665
0
0
<COMMON> 54
<OTHER-SE> 5,905
<TOTAL-LIABILITY-AND-EQUITY> 13,454
<SALES> 3,301
<TOTAL-REVENUES> 3,301
<CGS> 877
<TOTAL-COSTS> 877
<OTHER-EXPENSES> 665
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20
<INCOME-PRETAX> 932
<INCOME-TAX> 275
<INCOME-CONTINUING> 657
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 657
<EPS-PRIMARY> 1.29
<EPS-DILUTED> 0
<FN>
<F1> Items reported as "zero" are not applicable or are immaterial to the
consolidated financial position of the Company.
<F2> Receivables are reported net of allowances for doubtful accounts.
</TABLE>
