<PAGE>
<PAGE>
RULE 424(b)(5)
REG. NO. 33-62496
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 20, 1993
$350,000,000
BRISTOL-MYERS SQUIBB COMPANY
6.80% DEBENTURES DUE NOVEMBER 15, 2026
- --------------------------------------------------------
Interest on the Debentures is payable on May 15 and November 15 of each
year, commencing May 15, 1997. The Debentures are not redeemable prior to
maturity and are not entitled to any sinking fund. The Debentures will be
represented by one or more global securities registered in the name of the
nominee of The Depository Trust Company. Beneficial interests in the global
securities will be shown on, and transfers thereof will be effected only
through, records maintained by DTC and its participants. Except as described
herein, Debentures in definitive form will not be issued. The Debentures will be
issued only in denominations of $1,000 and integral multiples thereof. See
'Description of Debentures'.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
------------------ ----------- -------------
<S> <C> <C> <C>
Per Debenture......................................... 98.866% 0.45% 98.416%
Total................................................. $346,031,000 $1,575,000 $344,456,000
</TABLE>
- ------------
(1) Plus accrued interest, if any, from November 15, 1996.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $285,000 payable by the Company.
---------------------
The Debentures offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the
Debentures will be ready for delivery in book-entry form only through the
facilities of DTC in New York, New York, on or about November 15, 1996, against
payment therefor in immediately available funds.
GOLDMAN, SACHS & CO.
ABN AMRO SECURITIES (USA) INC.
CHASE SECURITIES INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
---------------------
The date of this Prospectus Supplement is November 12, 1996.
<PAGE>
<PAGE>
IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------------
DESCRIPTION OF DEBENTURES
The Debentures are a series of Debt Securities described in the
accompanying Prospectus and will be limited to $350,000,000 aggregate principal
amount. The Debentures will mature on November 15, 2026. Reference should be
made to the accompanying Prospectus for a detailed summary of additional
provisions of the Debentures and of the Indenture dated as of June 1, 1993 (the
'Indenture'), between Bristol-Myers Squibb Company (the 'Company') and The Chase
Manhattan Bank (National Association), as trustee (the 'Trustee'), under which
the Debentures are issued.
INTEREST
Interest on the Debentures at the annual rate set forth on the cover page
of this Prospectus Supplement will accrue from November 15, 1996, and is payable
on May 15 and November 15 of each year, commencing May 15, 1997, to the persons
in whose names the Debentures are registered at the close of business on the
next preceding May 1 and November 1.
REDEMPTION
The Debentures are not redeemable prior to maturity and are not entitled to
any sinking fund.
BOOK-ENTRY SYSTEM
The Debentures initially will be represented by one or more global
securities (the 'Global Securities') deposited with The Depository Trust Company
('DTC') and registered in the name of a nominee of DTC. Except as set forth
below, the Debentures will be available for purchase in denominations of $1,000,
and integral multiples thereof, in book-entry form only.
Unless and until certificated Debentures are issued under the limited
circumstances described below, no beneficial owner of a Debenture shall be
entitled to receive a definitive certificate representing a Debenture. So long
as DTC or any successor depository (the 'Depository') or its nominee is the
registered owner of all the Global Securities, the Depository or such nominee,
as the case may be, will be considered to be the sole owner or holder of the
Debentures for all purposes of the Indenture. Unless and until exchanged in
whole or in part for the Debentures represented thereby, the Global Securities
may not be transferred except in their entirety by the Depository to a nominee
of the Depository or by a nominee of such Depository to such Depository or
another nominee of such Depository or by the Depository or any nominee to a
successor depository or any nominee of such successor.
So long as the Debentures are represented by Global Securities, payments of
interest and principal will be made to the Depository or its nominee, as the
registered owner of the Global Securities. Payments to beneficial owners of the
Debentures are expected to be made through the Depository or its nominee, as
described in the Prospectus under 'Description of Debt Securities -- Global
Securities'. None of the Company, the Trustee, any paying agent or the security
registrar will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests in the Global Securities for the Debentures or for maintaining,
supervising or reviewing any records relating to such beneficial interests.
If the Depository is at any time unwilling, unable or ineligible to
continue as depository and a successor depository is not appointed by the
Company within 90 days, the Company will issue individual Debentures in
definitive form in exchange for the Global Securities representing the
Debentures. In addition, the Company may at any time and in its sole discretion
determine not to have the Debentures represented by Global Securities, and, in
such event, will issue individual Debentures in definitive form in exchange for
the Global Securities. In either instance, the Company will issue Debentures in
definitive form, equal in aggregate principal amount to the Global Securities,
in such names and in such
S-2
<PAGE>
<PAGE>
principal amounts as the Depository shall request. Debentures so issued in
definitive form will be issued in denominations of $1,000 and integral multiples
thereof and will be issued in registered form only, without coupons.
DTC is a limited-purpose trust company organized under the laws of the
State of New York, a 'banking organization' within the meaning of the New York
banking law, a member of the Federal Reserve System, a 'clearing corporation'
within the meaning of the New York Uniform Commercial Code and a 'clearing
agency' registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC was created to hold securities of its participants and
to facilitate the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. DTC's participants include securities brokers and
dealers (including the Underwriters), banks (including the Trustee), trust
companies, clearing corporations and certain other organizations, some of which
(and/or their representatives) own DTC. Access to DTC's book-entry system is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
either directly or indirectly. The rules applicable to DTC and its participants
are on file with the Securities and Exchange Commission.
GENERAL
Other than certain restrictions on Liens and Sale and Leaseback
Transactions described in the accompanying Prospectus, the Indenture and the
Debentures do not contain any 'event risk' covenants designed to afford holders
of the Debentures protection in the event of a recapitalization, merger or other
transaction (leveraged or otherwise) involving the Company, its management or
its affiliates.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to each of the Underwriters named
below, and each such Underwriter has severally agreed to purchase, the principal
amount of the Debentures set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
OF
UNDERWRITER DEBENTURES
- -------------------------------------------------------------------------------------------------- ------------
<S> <C>
Goldman, Sachs & Co............................................................................... $190,000,000
Chase Securities Inc.............................................................................. 50,000,000
Prudential Securities Incorporated................................................................ 50,000,000
PaineWebber Incorporated.......................................................................... 35,000,000
ABN AMRO Securities (USA) Inc..................................................................... 25,000,000
------------
Total...................................................................................... $350,000,000
------------
------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Debentures, if any are
taken.
The Underwriters propose to offer the Debentures in part directly to the
public at the initial public offering price set forth on the cover page of this
Prospectus and in part to certain securities dealers at such price less a
concession of 0.35% of the principal amount of the Debentures. The Underwriters
may allow, and such dealers may reallow, a concession not to exceed 0.25% of the
principal amount of the Debentures to certain brokers and dealers. After the
Debentures are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the Underwriters.
The Debentures are a new issue of securities with no established trading
market. The Company has been advised by the Underwriters that the Underwriters
intend to make a market in the Debentures but are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of the trading market of the Debentures.
An affiliate of Chase Securities Inc. has in the past and may in the future
engage in general financing and banking transactions with the Company and
certain of its affiliates. In addition, the Trustee is an affiliate of Chase
Securities Inc.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
S-3
<PAGE>
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
For purposes of computing the ratio of earnings to fixed charges,
'earnings' consist of income from continuing operations before provision for
income taxes and fixed charges (excluding capitalized interest), and 'fixed
charges' consist of interest and debt expense, capitalized interest and
one-third of rental expense (which the Company believes is a reasonable
approximation of the interest factor of such rental expense).
The following table sets forth the ratio of earnings to fixed charges for
the Company for each of the periods indicated (in millions of dollars, except
ratio amounts):
<TABLE>
<CAPTION>
NINE MONTHS YEAR ENDED DECEMBER 31,
ENDED --------------------------------------------------
SEPTEMBER 30, 1996 1995 1994 1993 1992 1991
------------------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Earnings from continuing
operations before
income taxes $3,005 $2,402 $2,555 $2,571 $1,987 $2,784
Fixed charges 99 157 128 118 109 114
Capitalized interest (11) (15) (15) (14) (13) (12)
------- ------ ------ ------ ------ ------
Total earnings $3,093 $2,544 $2,668 $2,675 $2,083 $2,886
------- ------ ------ ------ ------ ------
------- ------ ------ ------ ------ ------
Fixed Charges:
Interest and debt expense $ 54 $ 97 $ 68 $ 57 $ 49 $ 55
Capitalized interest 11 15 15 14 13 12
One-third of rental
expense 34 45 45 47 47 47
------- ------ ------ ------ ------ ------
Total fixed charges $ 99 $ 157 $ 128 $ 118 $ 109 $ 114
------- ------ ------ ------ ------ ------
------- ------ ------ ------ ------ ------
Ratio of earnings to fixed
charges 31.24 16.20(a) 20.84(b) 22.67(c) 19.11(d) 25.32
------- ------ ------ ------ ------ ------
------- ------ ------ ------ ------ ------
</TABLE>
- ------------
(a) Earnings in 1995 reflect a $950 million charge before taxes for pending and
future product liability claims and a $310 million charge before taxes for
restructuring. Excluding this charge, the ratio of earnings to fixed
charges for 1995 would have been 24.23.
(b) Earnings in 1994 reflect a $750 million charge before taxes for pending and
future product liability claims. Excluding this charge, the ratio of
earnings to fixed charges for 1994 would have been 26.70.
(c) Earnings in 1993 reflect a $500 million charge before taxes for pending and
future product liability claims. Excluding this charge, the ratio of
earnings to fixed charges for 1993 would have been 26.91.
(d) Earnings in 1992 reflect an $890 million charge before taxes for
restructuring. Excluding this charge, the ratio of earnings to fixed
charges for 1992 would have been 27.28.
S-4
<PAGE>
<PAGE>
PROSPECTUS
BRISTOL-MYERS SQUIBB COMPANY
DEBT SECURITIES
Bristol-Myers Squibb Company (the 'Company') may offer from time to time,
in one or more series, its debt securities (the 'Debt Securities') at an
aggregate initial offering price not to exceed $1,000,000,000, or the equivalent
thereof if any Debt Securities are denominated in one or more foreign currencies
or units based on or related to currencies. The Debt Securities may be sold for
U.S. dollars or one or more foreign currencies or units based on or related to
currencies, and the principal of and any interest on the Debt Securities may
likewise be payable in U.S. dollars or one or more foreign currencies or units
based on or related to currencies.
The Debt Securities will be offered to the public on terms determined by
the Company in light of market conditions at the time of sale. The Debt
Securities may be issued in one or more series with the same or various
maturities, at par or at a premium or with original issue discount, and may
include medium-term notes. The specific designation, aggregate principal amount,
currency (or units based on or related to currencies), authorized denominations,
purchase price or prices, maturity or maturities, rate or rates and time of
payment of any interest, any terms for optional or mandatory redemption or
repayment or any sinking fund provisions, any other specific terms and any
listing on a securities exchange of Debt Securities in respect of which this
Prospectus is being delivered are set forth in the accompanying prospectus
supplement (the 'Prospectus Supplement'), together with the terms of offering of
such Debt Securities.
The Debt Securities may be issued only in registered form, including in the
form of one or more global securities ('Global Securities'), unless otherwise
set forth in the Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
----------------------------------------------------------
The Debt Securities may be offered directly, through agents designated from
time to time, to or through underwriters or dealers or through a combination of
such methods. See 'Plan of Distribution'. If any agents of the Company or any
underwriters are involved in the sale of the Debt Securities, the names of such
agents or underwriters and any applicable commissions or discounts are set forth
in the Prospectus Supplement. The net proceeds to the Company from such sale are
also set forth in the Prospectus Supplement.
------------------------
THE DATE OF THIS PROSPECTUS IS MAY 20, 1993.
<PAGE>
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER, DEALER OR
AGENT. THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE DEBT SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. THIS PROSPECTUS AND THE PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THOSE TO WHICH THEY RELATE. NEITHER THE DELIVERY
OF THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT NOR ANY SALE OF OR OFFER TO
SELL THE DEBT SECURITIES OFFERED HEREBY SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE RESPECTIVE DATES OF THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT OR THAT
THE INFORMATION IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE RESPECTIVE DATES OF THIS PROSPECTUS AND THE
PROSPECTUS SUPPLEMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the 'Exchange Act'), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the 'Commission'). Such reports, proxy statements and other
information filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act can be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the Commission: New York Regional Office, 7 World
Trade Center, 13th Floor, New York, New York 10048 and Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained upon written
request addressed to the Securities and Exchange Commission, Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such reports, proxy statements and other information can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, and at the offices of the Pacific Stock Exchange, 301 Pine
Street, San Francisco, California 94104, on which certain of the Company's
securities are listed.
This Prospectus forms a part of a registration statement on Form S-3
(referred to herein, including all amendments and exhibits, as the 'Registration
Statement') which the Company has filed under the Securities Act of 1933 (the
'Securities Act') with respect to the Debt Securities. This Prospectus does not
contain all the information otherwise set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information, reference is made to the
Registration Statement and the exhibits filed as part thereof. The Registration
Statement may be inspected at the public reference facilities maintained by the
Commission at the addresses set forth in the preceding paragraph. Statements
contained herein concerning any document filed as an exhibit to the Registration
Statement are not necessarily complete and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration Statement.
Each such statement is qualified in its entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby incorporates by reference its (i) Annual Report on Form
10-K for the fiscal year ended December 31, 1992, and (ii) Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1993, which have been filed
with the Commission pursuant to the Exchange Act (File No. 1-1136).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the termination of
the offering of the Debt Securities offered hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
2
<PAGE>
<PAGE>
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus and the Prospectus Supplement to the extent that
a statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus or the Prospectus Supplement.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus and the Prospectus Supplement is
delivered, upon written or oral request of such person, a copy of any and all
documents incorporated herein by reference (not including exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents). Requests should be directed to Bristol-Myers Squibb Company,
345 Park Avenue, New York, New York 10154, Attention: Secretary (telephone
number: (212) 546-4000).
BRISTOL-MYERS SQUIBB COMPANY
The Company is a worldwide organization engaged primarily in the
manufacture and sale of a broad range of pharmaceutical products, medical
devices, nonprescription health products and toiletries and beauty aids. The
Company's principal business segments are: Pharmaceutical Products, consisting
of prescription medicines, primarily cardiovascular drug products and
anti-infective, anti-cancer and central nervous system drugs, diagnostic agents
and other pharmaceutical products; Medical Devices, consisting of orthopaedic
implants, ostomy and wound care products, surgical instruments and other medical
devices; Nonprescription Health Products, consisting of infant formulas and
other nutritional products, analgesics, cough/cold remedies and skin care
products; and Toiletries and Beauty Aids, consisting of haircoloring and hair
care preparations, deodorants, anti-perspirants and beauty appliances.
All references herein to the Company include Bristol-Myers Squibb Company
and its subsidiaries, unless the context otherwise requires.
The principal executive offices of the Company are located at 345 Park
Avenue, New York, New York 10154. Its telephone number is (212) 546-4000.
Recent Developments. In April of 1993, the Board of Directors of the
Company authorized the purchase by the Company, from time to time, of up to 25
million shares of the Company's common stock (in addition to 25 million shares
which the Board of Directors of the Company had, in 1987, authorized the Company
to purchase, of which approximately 21.7 million shares had been purchased as of
May 6, 1993) to cover commitments under outstanding and future stock options,
preferred stock conversions and warrant exercises and for general corporate
purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for each of the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS YEAR ENDED DECEMBER 31,
ENDED ---------------------------------------------
MARCH 31, 1993 1992 1991 1990 1989 1988
- -------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
27.69 19.11* 25.32 22.78 10.72** 16.36
</TABLE>
- ------------
* Earnings in 1992 reflect an $890 million charge before taxes for
restructuring. Excluding this charge, the ratio of earnings to fixed charges
for 1992 would have been 27.28.
** Earnings in 1989 reflect an $855 million charge before taxes for integrating
businesses and other expenses related to the merger of Bristol-Myers Company
and Squibb Corporation. Excluding this charge, the ratio of earnings to fixed
charges for 1989 would have been 17.84.
------------------------
For purposes of computing the ratio of earnings to fixed charges,
'earnings' consist of income from continuing operations before provision for
income taxes and fixed charges (excluding capitalized
3
<PAGE>
<PAGE>
interest), and 'fixed charges' consist of interest and debt expense, capitalized
interest and one-third of rental expense (which the Company believes is a
reasonable approximation of the interest factor of such rental expense).
USE OF PROCEEDS
Unless otherwise indicated in the Prospectus Supplement, the Company
intends to use the net proceeds to be received from the sale of the Debt
Securities offered hereby for general corporate purposes, which may include,
without limitation, working capital, capital expenditures, stock purchase
programs, repayment and refinancing of borrowings, and acquisitions. Funds not
required immediately for such purposes may be invested in marketable securities
and short-term investments.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be unsecured obligations of the Company issued in
one or more series under an indenture (the 'Indenture') between the Company and
The Chase Manhattan Bank (National Association), as trustee (the 'Trustee'), the
form of which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part. The following summaries of certain provisions of the
Indenture do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all the provisions of the Indenture. Wherever
particular provisions of the Indenture or terms defined therein are referred to
herein or in the Prospectus Supplement, such provisions or terms are
incorporated by reference as a part of the statements made, and the statements
are qualified in their entirety by such reference. Section references are
references to sections of the Indenture. Capitalized terms not otherwise defined
herein have the meanings given to them in the Indenture.
GENERAL
The Debt Securities will rank equally with all other unsecured and
unsubordinated debt of the Company. The Indenture does not limit the amount of
debt which may be issued by the Company under the Indenture or otherwise. The
Debt Securities may be issued in one or more series with the same or various
maturities, at par or a premium or with original issue discount.
Reference is made to the Prospectus Supplement for the following terms of
the Debt Securities offered pursuant to this Prospectus and the Prospectus
Supplement: (i) the designation of and any limit upon the aggregate principal
amount of such Debt Securities; (ii) the price or prices at which such Debt
Securities will be offered (expressed as a percentage of the principal amount
thereof); (iii) the date or dates on which such Debt Securities will mature;
(iv) the currency or currencies of denomination of such Debt Securities, which
may be U.S. dollars or any foreign currency or units based on or related to
currencies; (v) the designation of the currency or currencies, or units based on
or related to currencies, in which payment of the principal of and any premium
and any interest on such Debt Securities will be made, and whether, in the event
such Debt Securities are not denominated in U.S. dollars but the payment of
principal thereof and any premium and interest thereon is payable in U.S.
dollars, payment of the principal of and any premium or any interest on such
Debt Securities, at the election of a holder thereof, may instead be payable in
the currency, or units based on or related to currencies, in which such Debt
Securities are denominated; (vi) the rate or rates (which may be fixed or
floating) per annum, if any, at which such Debt Securities will bear interest or
the method of determining such rate or rates; (vii) the date or dates from which
any such interest shall accrue, the Interest Payment Dates on which any such
interest shall be payable and the Regular Record Date for any interest payable
on any Interest Payment Date; (viii) any index or other method used to determine
the amounts of payments of principal of and any premium on such Debt Securities;
(ix) any optional or mandatory redemption or repayment terms; (x) the
denominations in which such Debt Securities shall be issuable if other than
denominations of $1,000 and any integral multiple thereof; (xi) whether such
Debt Securities are to be issued in the form of Global Securities and, if so,
the identity of the Depository with respect to such Global Securities; (xii) in
the case of Debt Securities issued with original issue discount, the principal
amount thereof payable upon acceleration of the maturity thereof; and (xiii) any
other specific terms associated with such Debt Securities.
4
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<PAGE>
Unless otherwise set forth in the Prospectus Supplement, the principal of
and any premium and any interest on the Debt Securities is payable to registered
holders of Debt Securities at the principal office of the Trustee in New York,
New York, or at any paying agency maintained at the time by the Company for such
purpose. At the option of the Company, payment of interest to registered holders
of Debt Securities may be made by check mailed to the address of the person
entitled thereto as it appears on the register for Debt Securities.
The Debt Securities shall be issued in fully registered form unless the
Prospectus Supplement provides otherwise. (Section 301) Subject to the
limitations provided in the Indenture, Debt Securities may be presented for
registration of transfer or exchange at such office of the Trustee or at such
other location or locations as may be established pursuant to the Indenture
without any service charge, although the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 305)
GLOBAL SECURITIES
The Debt Securities may be issued in whole or in part in the form of one or
more Global Securities that will be deposited with, or on behalf of, the
Depository identified in the Prospectus Supplement. Global Securities may be
issued only in fully registered form and in either temporary or permanent form.
Unless and until it is exchanged in whole or in part for the individual Debt
Securities represented thereby, a Global Security may not be transferred except
as a whole by the Depository for such Global Security to a nominee of such
Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by the Depository or any nominee of such
Depository to a successor Depository or any nominee of such successor.
The specific terms of any depository arrangement with respect to Debt
Securities issued in the form of one or more Global Securities will be described
in the Prospectus Supplement. Unless otherwise specified in the Prospectus
Supplement, the following provisions will apply to all depository arrangements.
Upon the issuance of a Global Security, the Depository for such Global
Security or its nominee will credit on its book-entry registration and transfer
system the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of institutions that have
accounts with such Depository ('Participants'). Such accounts shall be
designated by the underwriters, dealers or agents with respect to such Debt
Securities or by the Company if such Debt Securities are offered and sold
directly by the Company. Owners of beneficial interests in a Global Security
that are not Participants or persons that may hold through Participants but
desire to sell or otherwise transfer ownership of such beneficial interests by
book-entry on the records of the Depository may do so only through Participants
and persons that may hold through Participants. Because the Depository can only
act on behalf of Participants and persons that may hold through Participants,
the ability of an owner of a beneficial interest in a Global Security to pledge
such beneficial interests to persons or entities that do not participate in the
book-entry and transfer system of the Depository, or otherwise take actions in
respect of such beneficial interests, may be limited. The laws of some states
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limitations on the ownership of beneficial
interests in a Global Security and such laws may impair the ability to transfer
beneficial interests in a Global Security.
So long as the Depository for a Global Security or its nominee is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in a Global
Security will not be entitled to have any of the individual Debt Securities of
the series represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of any such Debt
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture.
Payments of principal of (and premium, if any) and interest, if any, on
Debt Securities represented by a Global Security registered in the name of a
Depository or its nominee will be made to the
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Depository or its nominee, as the case may be, as the registered owner of the
Global Security representing such Debt Securities. None of the Company, the
Trustee, any paying agent or registrar for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests in the Global
Security for such Debt Securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
The Company expects that the Depository for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest in
respect of a Global Security representing any of such Debt Securities,
immediately will credit Participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security as shown on the records of such Depository or its
nominee. The Company also expects that payments by Participants to owners of
beneficial interests in such Global Security held through such Participants will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in 'street name'. Such payments will be the responsibility of such Participants
and not of the Company or the Depository. Owners of beneficial interests in
Global Securities may experience some delay in the receipt of interest and
principal payments since the Depository for such Global Securities will forward
payments to its Participants, which in turn will forward them to persons that
hold beneficial interests in such Global Securities through such Participants.
If a Depository for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depository and a successor depository is not
appointed by the Company within 90 days, the Company will issue individual Debt
Securities of such series in definitive form in exchange for the Global Security
representing such series of Debt Securities. In addition, the Company may at any
time and in its sole discretion, subject to any limitations described in the
Prospectus Supplement, determine not to have any Debt Securities of such series
represented by one or more Global Securities and, in such event, will issue
individual Debt Securities of such series in exchange for the Global Security or
Securities representing such series of Debt Securities. In either instance, the
Company will issue Debt Securities in definitive form, equal in aggregate
principal amount to the Global Securities, in such names and in such principal
amounts as the Depository for such Global Securities shall request. Individual
Debt Securities of such series so issued will be issued in denominations, unless
otherwise specified by the Company, of $1,000 and integral multiples thereof.
COVENANTS
The covenants summarized below will be applicable (unless waived or
amended) so long as any of the Debt Securities are outstanding, unless stated
otherwise in the Prospectus Supplement.
LIMITATION ON LIENS
Unless otherwise provided in the Prospectus Supplement, the Company has
covenanted not to create, assume or suffer to exist any Lien on any Restricted
Property to secure any Debt of the Company, any Subsidiary or any other person,
or permit any Subsidiary so to do, without securing the Debt Securities of any
series having the benefit of this covenant by such Lien equally and ratably with
(or prior to) such Debt for so long as such Debt shall be so secured, subject to
certain exceptions specified in the Indenture. Exceptions include: (a) with
respect to any series of Debt Securities, Liens existing on the date of issuance
of such series; (b) Liens on Restricted Property of corporations at the time
they become Subsidiaries; (c) Liens existing on Restricted Property when
acquired by the Company or any Subsidiary; (d) Liens to secure Debt incurred to
finance the purchase price, construction, alteration, repair or improvement of
Restricted Property; (e) Liens securing Debt of a Subsidiary owing to the
Company or another Subsidiary; (f) Liens securing industrial development,
pollution control, or similar revenue bonds; and (g) Liens otherwise prohibited
by such covenant, securing Debt which, together with the aggregate outstanding
principal amount of all other Debt of the Company and its Subsidiaries owning
Restricted Property which would otherwise be subject to such covenant and the
Value of certain existing Sale and Leaseback Transactions, does not exceed 10%
of Consolidated Net Tangible Assets. (Section 1006)
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LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
Unless otherwise provided in the Prospectus Supplement, the Company has
also covenanted not to, and not to permit any Subsidiary owning Restricted
Property to, enter into any Sale and Leaseback Transaction covering any
Restricted Property unless (a) the Company would be entitled under the
provisions described under 'Limitation on Liens' above to incur Debt in a
principal amount equal to the Value of such Sale and Leaseback Transaction,
secured by Liens on the facilities to be leased, without equally and ratably
securing the Debt Securities, or (b) the Company, during the six months
following the effective date of such Sale and Leaseback Transaction, applies an
amount equal to the Value of such Sale and Leaseback Transaction to the
acquisition of Restricted Property or to the voluntary retirement of Debt
Securities or Funded Debt, whether by redemption, defeasance, repurchase or
otherwise, and after crediting to the amount applied pursuant to this provision
the principal amount of any Debt Securities or Funded Debt delivered to the
Trustee for retirement and cancellation during the six months immediately
following the effective date of such Sale and Leaseback Transaction. (Section
1007)
GENERAL
Because the covenants described above cover only manufacturing facilities
in the continental United States, the Company's facilities in Puerto Rico, Latin
America, Canada, Asia and Europe (accounting for approximately 34% of the net
book value of the Company's facilities worldwide) are excluded from the
operation of these covenants.
None of the properties of the Company that would qualify as Restricted
Property is subject to any Liens prohibited by the covenants described above or
to any Sale and Leaseback Transactions prohibited by such covenants. The Company
does not keep records identifying which of its properties, if any, would qualify
as Restricted Property. The Company will amend this Prospectus to disclose or
disclose in the Prospectus Supplement the existence of any Lien on or any Sale
and Leaseback Transaction covering any Restricted Property which would require
the Company to secure the Debt Securities or apply certain amounts to retirement
of indebtedness or acquisitions of property, as provided in such covenants.
Other than the restrictions on Liens and Sale and Leaseback Transactions
described above, the Indenture and the Debt Securities do not contain any
covenants or other provisions designed to afford holders of the Debt Securities
protection in the event of a highly leveraged transaction involving the Company.
CERTAIN DEFINITIONS
Certain terms defined in Section 101 of the Indenture are summarized below.
'Consolidated Net Tangible Assets' means, with respect to the Company, the
total amount of its assets (less applicable reserves and other properly
deductible items) after deducting (a) all current liabilities (excluding the
amount of liabilities which are by their terms extendable or renewable at the
option of the obligor to a date more than 12 months after the date as of which
the amount is being determined) and (b) all goodwill, tradenames, trademarks,
patents, unamortized debt discount and expense and other like intangible assets,
all as set forth on the most recent balance sheet of the Company and its
consolidated subsidiaries and determined on a consolidated basis in accordance
with generally accepted accounting principles.
'Debt' means (i) all obligations represented by notes, bonds, debentures or
similar evidences of indebtedness; (ii) all indebtedness for borrowed money or
for the deferred purchase price of property or services other than, in the case
of any such deferred purchase price, on normal trade terms; and (iii) all rental
obligations as lessee under leases which shall have been or should be, in
accordance with generally accepted accounting principles, recorded as capital
leases.
'Funded Debt' means Debt of the Company or a Subsidiary owning Restricted
Property maturing by its terms more than one year after its creation and Debt
classified as long-term debt under generally
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accepted accounting principles and, in the case of Funded Debt of the Company,
ranking at least pari passu with the Debt Securities.
'Lien' means any mortgage, pledge, lien, encumbrance, charge or security
interest.
'Restricted Property' means (a) any manufacturing facility, or portion
thereof, owned or leased by the Company or any Subsidiary and located within the
continental United States of America which, in the opinion of the Board of
Directors, is of material importance to the business of the Company and its
Subsidiaries taken as a whole, but no such manufacturing facility, or portion
thereof, shall be deemed of material importance if its gross book value (before
deducting accumulated depreciation) is less than 2% of Consolidated Net Tangible
Assets, and (b) any shares of capital stock or indebtedness of any Subsidiary
owning any such manufacturing facility. As used in this definition,
'manufacturing facility' means property, plant and equipment used for actual
manufacturing and for activities directly related to manufacturing, and it
excludes sales offices, research facilities and facilities used only for
warehousing, distribution or general administration.
'Sale and Leaseback Transaction' means any arrangement with any person
pursuant to which the Company or any Subsidiary leases any Restricted Property
that has been or is to be sold or transferred by the Company or the Subsidiary
to such person, other than (a) temporary leases for a term, including renewals
at the option of the lessee, of not more than three years, (b) leases between
the Company and a Subsidiary or between Subsidiaries, (c) leases of Restricted
Property executed by the time of, or within 12 months after the latest of, the
acquisition, the completion of construction or improvement, or the commencement
of commercial operation, of such Restricted Property, and (d) arrangements
pursuant to any provision of law with an effect similar to that under former
Section 168(f)(8) of the Internal Revenue Code of 1954.
'Subsidiary' means a corporation the majority of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or one or more
Subsidiaries.
'Value' means, with respect to a Sale and Leaseback Transaction, an amount
equal to the present value of the lease payments with respect to the term of the
lease remaining on the date as of which the amount is being determined, without
regard to any renewal or extension options contained in the lease, discounted at
the weighted average interest rate on the Debt Securities of all series
(including the effective interest rate on any Original Issue Discount Debt
Securities) which are outstanding on the effective date of such Sale and
Leaseback Transaction and which have the benefit of the covenant limiting Sale
and Leaseback Transactions.
EVENTS OF DEFAULT; WAIVER AND NOTICE THEREOF; DEBT SECURITIES IN FOREIGN
CURRENCIES
As to any series of Debt Securities, an Event of Default is defined in the
Indenture as being any one of the following events and such other events as may
be established for the Debt Securities of such series: (a) default for 30 days
in payment of any interest on the Debt Securities of such series; (b) default in
payment of principal of or any premium on the Debt Securities of such series
when due; (c) default in payment of any sinking or purchase fund or analogous
obligation, if any, on the Debt Securities of such series; (d) default by the
Company in the performance of any other covenant or warranty contained in the
Indenture for the benefit of such series which shall not have been remedied for
a period of 90 days after notice is given as specified in the Indenture; and (e)
certain events of bankruptcy, insolvency and reorganization of the Company. Any
additional Events of Default and any changes to the foregoing Events of Default
applicable to a particular series of Debt Securities will be described in the
prospectus supplement relating to such series. (Sections 301 and 501)
A default under other indebtedness of the Company will not be a default
under the Indenture, and a default under one series of Debt Securities will not
necessarily be a default under another series.
The Indenture provides that (i) if an Event of Default described in clause
(a), (b), (c) or (d) above (if the Event of Default under clause (d) is with
respect to less than all series of Debt Securities then outstanding) shall have
occurred and be continuing with respect to any series, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Debt
Securities of such series then outstanding (each such series acting as a
separate class) may declare the principal (or, in the case of Original Issue
Discount Securities, the portion thereof specified in the terms thereof) of all
outstanding
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Debt Securities of such series and the interest accrued thereon, if any, to be
due and payable immediately; and (ii) if an Event of Default described in clause
(d) or (e) above (if the Event of Default under clause (d) is with respect to
all series of Debt Securities then outstanding) shall have occurred and be
continuing, either the Trustee or the holders of at least 25% in aggregate
principal amount of all Debt Securities then outstanding (treated as one class)
may declare the principal (or, in the case of Original Issue Discount
Securities, the portion thereof specified in the terms thereof) of all Debt
Securities then outstanding and the interest accrued thereon, if any, to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults (except for defaults in the payment of principal of,
any premium on, or any interest on, such Debt Securities and in compliance with
certain covenants) may be waived by the holders of a majority in aggregate
principal amount of the Debt Securities of such series then outstanding.
(Sections 502 and 513)
Under the Indenture, the Trustee must give to the holders of each series of
Debt Securities notice of all uncured defaults known to it with respect to such
series within 90 days after such a default occurs, unless such default shall
have been cured or waived; provided that in the case of a default described in
clause (d) above, no such notice shall be given until at least 90 days after
such default occurs; and provided further that, except in the case of default in
the payment of principal of and any premium or any interest on any of the Debt
Securities, or default in the payment of any sinking or purchase fund
installment or analogous obligations, the Trustee shall be protected in
withholding such notice if it in good faith determines that the withholding of
such notice is in the interests of the holders of the Debt Securities of such
series. For the purpose of this paragraph, the term default includes the events
specified above without notice or grace periods. (Section 602)
No holder of any Debt Securities of any series may institute any action
under the Indenture unless (a) such holder shall have given the Trustee written
notice of a continuing Event of Default with respect to such series; (b) the
holders of not less than 25% in aggregate principal amount of the Debt
Securities of such series then outstanding shall have requested the Trustee to
institute proceedings in respect of such Event of Default; (c) such holder or
holders shall have offered the Trustee such reasonable indemnity as the Trustee
may require; (d) the Trustee shall have failed to institute an action for 60
days thereafter; and (e) no inconsistent direction shall have been given to the
Trustee during such 60-day period by the holders of a majority in aggregate
principal amount of Debt Securities of such series. (Section 507)
The holders of a majority in aggregate principal amount of the Debt
Securities of any series affected and then outstanding will have the right,
subject to certain limitations, to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to such series of Debt
Securities. (Section 512) The Indenture provides that, in case an Event of
Default shall occur and be continuing, the Trustee, in exercising its rights and
powers under the Indenture, will be required to use the degree of care of a
prudent person in the conduct of his or her own affairs. The Indenture further
provides that the Trustee shall not be required to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its
duties under the Indenture if it has reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it. (Section 601)
The Company must furnish to the Trustee within 120 days after the end of
each fiscal year a statement signed by certain officers of the Company to the
effect that a review of the activities of the Company during such year and of
its performance under the Indenture and the terms of the Debt Securities has
been made, and, to the best of the knowledge of the signatories based on such
review, the Company is not in default in the performance and observance of the
terms of the Indenture or, if the Company is in default, specifying such
default. (Section 1004)
If any Debt Securities are not denominated in United States dollars, then
for the purposes of determining whether the holders of the requisite principal
amount of Debt Securities have taken any action as described in the Indenture,
the principal amount of such Debt Securities shall be deemed to be that amount
of United States dollars that could be obtained for such principal amount on the
basis of the spot rate of exchange into United States dollars for the currency
or units based on or related to currencies in which such Debt Securities are
denominated (as evidenced to the Trustee by an Officers'
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Certificate) as of the date the taking of such action by the holders of such
requisite principal amount is evidenced to the Trustee as provided in the
Indenture. (Section 104)
If any Debt Securities are Original Issue Discount Securities, then for the
purposes of determining whether the holders of the requisite principal amount of
Debt Securities have taken any action herein described, the principal amount of
such Debt Securities shall be deemed to be the portion of such principal amount
that would be due and payable at the time of the taking of such action upon a
declaration of acceleration of the maturity thereof. (Section 101)
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
The Indenture provides that the Company may not consolidate with or merge
into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any person, unless (a) the successor shall be
organized and existing under the laws of the United States or any State thereof
or the District of Columbia, and shall expressly assume by a supplemental
indenture the due and punctual payment of the principal of and any premium or
any interest on all the Debt Securities and the performance of every covenant in
the Indenture on the part of the Company to be performed or observed; (b)
immediately after giving effect to such transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing; and (c) the Company shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, conveyance or transfer and such
supplemental indenture comply with the foregoing provisions relating to such
transaction. (Section 801) In case of any such consolidation, merger, conveyance
or transfer, such successor will succeed to and be substituted for the Company
as obligor on the Debt Securities, with the same effect as if it had been named
in the Indenture as the Company. (Section 802)
MODIFICATION OF THE INDENTURE
With certain exceptions, the Indenture or the rights of the holders of the
Debt Securities may be modified by the Company and the Trustee with the consent
of the holders of a majority in aggregate principal amount of the Debt
Securities of each series affected by such modification then outstanding, but no
such modification may be made without the consent of the holder of each
outstanding Debt Security affected thereby which would (a) change the maturity
of any payment of principal of or any premium or any installment of interest on
any Debt Security, or reduce the principal amount thereof or the interest or any
premium thereon, or change the method of computing the amount of principal
thereof or interest thereon on any date or change any place of payment where, or
the currency (or units based on or related to currencies) in which, any Debt
Security or any premium or interest thereon is payable, or change the currency
(or units based on or related to currencies) in which any Debt Security is
denominated, or impair the right to institute suit for the enforcement of any
such payment on or after the maturity thereof (or, in the case of redemption or
repayment, on or after the redemption date or the repayment date, as the case
may be); (b) reduce the percentage in principal amount of the outstanding Debt
Securities of any series, the consent of whose holders is required for any such
modification, or the consent of whose holders is required for any waiver of
compliance with certain provisions of the Indenture or certain defaults
thereunder and their consequences provided for in the Indenture; or (c) modify
any of the provisions of certain Sections of the Indenture, including the
provisions summarized in this paragraph, except to increase any such percentage
or to provide that certain other provisions of the Indenture cannot be modified
or waived without the consent of the holder of each outstanding Debt Security
affected thereby. (Section 902)
DEFEASANCE OF DEBT SECURITIES AND CERTAIN COVENANTS AND CERTAIN EVENTS OF
DEFAULT
Unless otherwise indicated in the Prospectus Supplement, the Company, at
its option, either (a) will be discharged from any and all obligations with
respect to the Debt Securities (except for certain obligations to register the
transfer or exchange of Debt Securities, replace stolen, lost or mutilated Debt
Securities, maintain paying agencies and hold moneys for payment in trust) or
(b) will cease to be under any obligation to comply with certain restrictive
covenants of the Indenture (as described under
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'Covenants' and 'Consolidation, Merger, Sale or Conveyance' and any other
limitations applicable to the Debt Securities that are determined pursuant to
the Indenture to be subject to the provision described in this paragraph), and
certain Events of Default shall cease to be applicable, with respect to any
series of Debt Securities, upon the deposit with the Trustee, in trust, of money
or the equivalent in non-callable securities, or securities callable at the
option of the holder, of the government which issued the currency in which the
Debt Securities are denominated or government agencies backed by the full faith
and credit of such government, or a combination thereof, which through the
payment of interest thereon and principal thereof in accordance with their
terms, without reinvestment thereof, will provide money in an amount sufficient
to pay all the principal (including any mandatory sinking fund payments) and
premium of, interest on and any repurchase obligations with respect to such
series of Debt Securities on the dates such payments are due in accordance with
the terms of the Debt Securities. To exercise any such option no Event of
Default or event which with notice or lapse of time would become an Event of
Default with respect to such series of Debt Securities shall have occurred and
be continuing. The Company is required to deliver to the Trustee an Opinion of
Counsel to the effect that the deposit and related defeasance would not cause
the holders of the Debt Securities to recognize income, gain or loss for Federal
income tax purposes and, in the case of a discharge pursuant to clause (a),
accompanied by a ruling to such effect received from or published by the United
States Internal Revenue Service. (Section 403)
CONCERNING THE TRUSTEE
The Trustee under the Indenture from time to time has extended, and may
continue to extend, credit to the Company and its subsidiaries in the ordinary
course of business. The Company currently has a line of credit available from
the Trustee.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby: (i) through
underwriters or dealers; (ii) through agents; (iii) directly to one or more
purchasers; or (iv) through a combination of any such methods of sale. The
Prospectus Supplement sets forth the terms of the offering of such Debt
Securities, including the name or names of any underwriters, dealers or agents,
the purchase price or prices of such Debt Securities and the proceeds to the
Company from such sale, any underwriting discounts and other items constituting
compensation to underwriters, dealers or agents, any initial public offering
price or prices, any discounts or concessions allowed or reallowed or paid by
underwriters or dealers to other dealers and any securities exchanges on which
such Debt Securities may be listed.
If underwriters or dealers are used in the sale, the Debt Securities will
be acquired by the underwriters or dealers for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price, which may be changed, or at
varying prices determined at the time of sale. The Debt Securities may be
offered to the public either by underwriting syndicates represented by one or
more managing underwriters or by one or more of such firms. Unless otherwise set
forth in the Prospectus Supplement, the obligations of the underwriters to
purchase such Debt Securities will be subject to certain conditions precedent,
and the underwriters will be obligated to purchase all of such Debt Securities
if any are purchased. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of Debt Securities in respect of which this Prospectus is delivered will be
named, and any commissions payable by the Company to such agent (or the method
by which such commissions can be determined) are set forth, in the Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on a best efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters, dealers or agents to solicit offers by certain specified
institutions to purchase Debt Securities from the Company at
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the public offering price set forth in the Prospectus Supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified
date in the future. Such contracts will be subject only to those conditions set
forth in the Prospectus Supplement, and the Prospectus Supplement sets forth the
commission payable for solicitation of such contracts. The underwriters and
other persons soliciting such contracts will have no responsibility for the
validity or performance of any such contracts.
Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
by the Company to payments they may be required to make in respect thereof.
Underwriters, dealers and agents may be customers of, engage in transactions
with, or perform services for the Company in the ordinary course of business.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, have been so incorporated in reliance upon the reports set
forth therein of Price Waterhouse, independent accountants, given on the
authority of said firm as experts in accounting and auditing.
VALIDITY OF THE DEBT SECURITIES
The legality of the Debt Securities offered hereby will be passed upon for
the Company by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New
York, New York, counsel to the Company, and for the underwriters or agents, if
any, named in the Prospectus Supplement by Winthrop, Stimson, Putnam & Roberts,
One Battery Park Plaza, New York, New York. Winthrop, Stimson, Putnam & Roberts
has in the past represented and continues to represent the Company in a variety
of matters.
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__________________________________ __________________________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Description of Debentures.................................................................................................. S-2
Underwriting............................................................................................................... S-3
Ratio of Earnings to Fixed Charges......................................................................................... S-4
PROSPECTUS
Available Information...................................................................................................... 2
Documents Incorporated by Reference........................................................................................ 2
Bristol-Myers Squibb Company............................................................................................... 3
Ratio of Earnings to Fixed Charges......................................................................................... 3
Use of Proceeds............................................................................................................ 4
Description of Debt Securities............................................................................................. 4
Plan of Distribution....................................................................................................... 11
Experts.................................................................................................................... 12
Validity of the Debt Securities............................................................................................ 12
</TABLE>
$350,000,000
BRISTOL-MYERS
SQUIBB COMPANY
6.80% DEBENTURES DUE
NOVEMBER 15, 2026
------------------------
PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
ABN AMRO SECURITIES (USA) INC.
CHASE SECURITIES INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
__________________________________ __________________________________
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