Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------
Form S-8 POS
Amendment No. 1
Post-Effective
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of issuer as specified in its charter)
Delaware 22-0790350
(State of Incorporation) (I.R.S. Employer Identification No.)
345 Park Avenue
New York, New York 10154
(212) 546-4000
(Address and telephone number of principal executive offices)
BRISTOL-MYERS SQUIBB COMPANY SAVINGS AND INVESTMENT PROGRAM
BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE INCENTIVE THRIFT PLAN
BRISTOL-MYERS SQUIBB PUERTO RICO, INC. SAVINGS AND INVESTMENT PROGRAM
(Full Title of Plans)
---------------
John L. McGoldrick, Esq. Alice C. Brennan, Esq.
Senior Vice President and General Counsel Vice President and Secretary
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
(212) 546-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1125
Attention: Susan P. Serota, Esq.
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share Price Fee
<PAGE>
- --------------------------------------------------------------------------------
Common Stock,
par value $.10
per share .... [fee (fee (fee (fee
previously previously previously previously
paid] paid) paid) paid)
================================================================================
The purpose of this filing is to electronically file on the
Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) System
pursuant to Rule 103 of Regulation S-T a complete copy of the Registration
Statement on Form S-8 (the "Registration Statement") (File No. 333-02873) filed
in connection with the issuance of additional shares of Bristol-Myers Squibb
Company Common Stock under the Bristol-Myers Squibb Company Savings and
Investment Program, Bristol-Myers Squibb Company Employee Incentive Thrift Plan
and the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program
(the "Plans").
Certain exhibits which were part of the original Registration
Statement had been inadvertently "dropped" from the filing at the time the
Registration Statement was submitted to the EDGAR System. However, both exhibits
had been executed and were available on a timely basis on April 22, 1996. This
amended filing is identical in all respects with that original Registration
Statement on Form S-8 with the exception that the amended filing contains those
two exhibits.
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
5.1 Opinion from Counsel for the Company as to the
legality of the Company's Common Stock offered under
the Plans.
5.2 Opinion from Counsel for the Company that the Plans
are qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended and are in
compliance with the Employee Retirement Income
Security Act of 1974, as amended.
99 Registration Statement on Form S-8
-1-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 25th
day of April, 1996.
BRISTOL-MYERS SQUIBB COMPANY,
By /s/ Charles A. Heimbold, Jr.
----------------------------
Charles A. Heimbold, Jr.
President, Chief Executive
Officer, Chairman of the
Board and Director
POWER OF ATTORNEY
Know all by men by these presents, that each officer or
director of Bristol-Myers Squibb Company, whose signature appears below
constitutes and appoints Alice C. Brennan, John L. McGoldrick, Frederick S.
Schiff and Charles G. Tharp and each of them singly, his true and lawful
attorney-in-fact and agent, with full and several power of substitution, for him
and in his name, place and stead, in any an all capacities, to sign a
Registration Statement on Form S-8 to be filed pursuant to the Securities Act of
1933 in connection with the registration of up to 6,000,000 shares of Common
Stock, par value $.10 per share, and any or all amendments, including pre- and
post-effective amendments and supplements to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done. Each of
said attorneys-in-fact shall have power to act hereunder with or without the
other.
-2-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Form S-8 has been signed by the following persons in the capacities and on
the date indicated:
Signature Title Date
- --------- ----- ----
/s/ Charles A. Heimbold, Jr. President, Chief 4/25/96
- --------------------------- Executive Officer,
Charles A. Heimbold, Jr. Chairman of the
Board and Director
(principal executive
officer)
/s/ Michael F. Mee Corporate Staff 4/25/96
- ------------------ Senior Vice President
Michael F. Mee and Chief Financial
Officer (principal
financial officer)
/s/ Frederick S. Schiff Corporate Staff 4/25/96
- ----------------------- Vice President
Frederick S. Schiff and Controller
(principal
accounting officer)
/s/ Robert E. Allen Director 4/25/96
- -------------------
Robert E. Allen
/s/ Michael E. Autera Executive Vice 4/25/96
- --------------------- President and
Michael E. Autera Director
/s/ Ellen V. Futter Director 4/25/96
- -------------------
Ellen V. Futter
/s/ Louis V. Gerstner, Jr. Director 4/25/96
- -------------------------
Louis V. Gerstner, Jr.
/s/ John D. Macomber Director 4/25/96
- --------------------
John D. Macomber
-3-
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ James D. Robinson III Director 4/25/96
- -------------------------
James D. Robinson III
/s/ Andrew C. Sigler Director 4/25/96
- --------------------
Andrew C. Sigler
/s/ Louis W. Sullivan, M.D. Director 4/25/96
- --------------------------
Louis W. Sullivan, M.D.
/s/ Kenneth E. Weg Executive Vice 4/25/96
- ------------------ President and
Kenneth E. Weg Director
By /s/ Alice C. Brennan
--------------------
Alice C. Brennan
Attorney-in-Fact
-4-
<PAGE>
THE PLANS. Pursuant to the requirements of the Securities Act
of 1933, the Plans have duly caused the Registration Statement to be signed on
their behalf by the undersigned, thereunto duly authorized, in the City of New
York, and the State of New York, on the 25th day of April, 1996.
BRISTOL-MYERS SQUIBB COMPANY SAVINGS
AND INVESTMENT PROGRAM
BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE
INCENTIVE THRIFT PLAN
BRISTOL-MYERS SQUIBB PUERTO RICO, INC.
SAVING AND INVESTMENT PROGRAM
BY: BRISTOL-MYERS SQUIBB COMPANY
SAVINGS PLAN COMMITTEE
Signature Title
- --------- -----
/s/ Michael F. Mee Senior Vice President*
- ------------------
Michael F. Mee
/s/ Harrison M. Bains, Jr. Vice President and
- ------------------------- Treasurer*
Harrison M. Bains, Jr.
/s/ Alice C. Brennan Vice President and
- -------------------- Secretary*
Alice C. Brennan
/s/ Robert B. Chapman, Jr. Director, Pension
- -------------------------- & Savings Investment
Robert B. Chapman, Jr. Management*
/s/ John D. Glover Vice President*
- ------------------
John D. Glover
/s/ George P. Kooluris Senior Vice President*
- ----------------------
George P. Kooluris
/s/ John L. McGoldrick Senior Vice President*
- ----------------------
John L. McGoldrick
-5-
<PAGE>
Signature Title
- --------- -----
/s/ Frederick S. Schiff Vice President and
- ----------------------- Controller*
Frederick S. Schiff
/s/ Charles G. Tharp Senior Vice President*
- --------------------
Charles G. Tharp
- --------
* Members of Bristol-Myers Squibb Company Savings Plan Committee, signing
in that capacity on behalf of the Bristol-Myers Squibb Company Savings
and Investment Program, the Bristol-Myers Squibb Company Employee
Incentive Thrift Plan and the Bristol-Myers Squibb Puerto Rico, Inc.
Savings and Investment Program.
-6-
<PAGE>
Exhibit 5.1
April 22, 1996
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
Re: Bristol-Myers Squibb Company - Registration of up to
6,000,000 shares of Bristol-Myers Squibb Company Common
Stock, par value $.10 per share, on Form S-8 relating to
Bristol-Myers Squibb Company Savings and Investment Program,
Bristol-Myers Squibb Company Employee Incentive Thrift Plan,
and Bristol-Myers Squibb Puerto Rico, Inc. Savings and
Investment Program (collectively, the "Plans")
Ladies and Gentlemen:
In connection with the proposed issuance of up to 6,000,000
shares of Bristol-Myers Squibb Company's common stock ($.10 par value) (the
"Shares") for purchase pursuant to options granted under the Plans and with
respect to which a post-effective amendment to that certain Registration
Statement (Reg. No. 33-44788) filed by Bristol-Myers Squibb Company (the
"Company") on Form S-8 (the "Amended Registration Statement") has been prepared
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, I have examined such corporate records,
other documents and questions of law as I considered necessary for the purposes
of this opinion.
I am of the opinion that when:
(a) the applicable provisions of the Securities Act of 1933
and of State securities or blue sky laws shall have been complied with;
and
(b) the Company's Board of Directors shall have duly
authorized the issuance of such Shares, and
(c) the Shares shall have been duly issued and paid for in an
amount not less than par value of $.10 per share,
<PAGE>
the Shares will be legally issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as an Exhibit to
the Amended Registration Statement on Form S-8 and to the reference to me under
the caption "Legal Opinion" in the Amended Registration Statement, and any
amendments thereto, filed in connection with the Plan.
Very truly yours,
/s/ John L. McGoldrick, Esq.
----------------------------
Senior Vice President and General Counsel
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<PAGE>
Exhibit 5.2
April 22, 1996
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
Ladies and Gentlemen:
We have acted as counsel for Bristol-Myers Squibb Company (the
"Company") in connection with the preparation of the Form S-8 registration
statement (the "Registration Statement") being filed with the Securities and
Exchange Commission as of the date hereof in connection with an offering of
securities under the Bristol-Myers Squibb Company Savings and Investment
Program, amended and restated effective October 1, 1994 (the "SIP"), the
Bristol-Myers Squibb Company Employee Incentive Thrift Plan, amended and
restated effective October 1, 1994 (the "EITP") and the Bristol-Myers Squibb
Puerto Rico, Inc. Savings and Investment Program, amended and restated as of
April 15, 1994 (the "PRSIP") (collectively, the "Plans").
Each Plan consists of a profit-sharing and savings component
and is intended to qualify under Sections 401(a) and 401(k) of the Internal
Revenue Code of 1986, as amended (the "Code").
<PAGE>
April 22, 1996 -2- Exhibit 5.2
In connection with the preparation of the Registration
Statement, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of each of the Plans, the Bristol-Myers Squibb
Company Master Retirement Plan Trust Agreement, dated August 1, 1989 and the
Bristol-Myers Squibb Company Savings Plan Master Trust, dated as of October 1,
1994 (collectively the "Trust Agreements") and all amendments to the Plans and
the Trust Agreements adopted as of the date hereof (collectively, the "Plan
Documents"). We have also examined originals or photostatic or certified copies
of such additional records, instruments and other documents as we have deemed
relevant and necessary as a basis for such opinions. We have assumed the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies.
The instructions relating to Item 8 of Form S-8, by reference
to Item 601 of Regulation S-K (17 CFR 229.601), require that either a copy of
the current determination letter from the Internal Revenue Service ("IRS") shall
be filed with the Securities and Exchange Commission or an opinion of counsel
that the provisions of the written documents constituting the plan comply with
the requirements of the Employee Retirement Income Security Act of 1974, as
amended, ("ERISA"), pertaining to such provisions. Such a determination letter
relates only to a plan's tax status under Section 401 of the Internal Revenue
Code of 1986, as amended (the "Code"), and further relates to a plan's form and
not to its operation. Consequently, this opinion is similarly limited.
On August 7, 1995 the EITP and on August 8, 1995 the SIP and
PRSIP received determination letters issued by the IRS stating that each such
Plan complies in form with the qualification requirements applicable under
Section 401(a) of the Code (collectively, the "Determination Letters"). A copy
of each Determination Letter is attached as an Exhibit to this letter. The
Determination Letters relating to the SIP and PRSIP were issued subject to the
adoption of certain qualifying amendments submitted by the Company to the IRS
which have since been adopted. The Determination Letters did not cover certain
amendments made to the SIP on June 5, 1995 and June 15, 1995, to the EITP on
July 18, 1995 and to the PRSIP on June 15, 1995.
On June 5, 1995, the SIP was amended effective May 1, 1995 to
provide for qualifying nonelective contributions, to prescribe certain
corrective measures relating to certain operational defects, to provide for the
allocation of any
<PAGE>
April 22, 1996 -3- Exhibit 5.2
recoveries of claims filed by the trustee of the SIP on behalf of the SIP, and
to provide for the merger of the Matrix Essentials Inc. 401(k) Plan into the
SIP. On June 15, 1995, certain technical amendments were made to the SIP.
Similar amendments to the ones made to the SIP on June 5, 1995 (other than the
Matrix Plan merger) and July 15, 1995 were made to the EITP on July 18, 1995. A
similar technical amendment was made to the PRSIP on June 15, 1995.
Subsequent to the issuance of the Determination Letters, the
SIP and EITP were the subject of requests submitted by the Company to the IRS on
December 22, 1995 under the IRS Voluntary Compliance Resolution ("VCR") Program.
As part of the VCR request, the Company submitted the amendments made on June 5,
1995 to the SIP and on July 18, 1995 to the EITP. In response, the IRS issued
Compliance Statements dated March 1, 1996, stating that it would not pursue
certain sanctions against the SIP or EITP based on the corrective measures
taken.
In addition, subsequent to the issuance of the Determination
Letters, the PRSIP was amended by two separate amendments. First, on September
1, 1995 an Amendment retroactive to May 1, 1995 was adopted to provide for the
allocation of any recoveries from claims filed by the trustee of the PRSIP on
behalf of the PRSIP. Second, on December 20, 1995 an amendment effective January
1, 1996 was adopted to provide for participant plan loans under the PRSIP in
accordance with the requirements applicable under the Code.
The Plans are subject to certain requirements of the Code and
ERISA. To date only certain final regulations have been issued by the IRS and
the U.S. Department of Labor with respect to the requirements of the Code and
ERISA. Accordingly, our opinion concerning compliance of the Plan Documents with
Section 401 of the Code and the portion of ERISA not amendatory of the Code is
necessarily based on our present understanding of the applicable requirements of
the Code and ERISA.
Subject to the foregoing, it is our opinion that (i) the Plan
Documents are in substantial compliance with the requirements of Sections 401(a)
and 401(k) of the Code, and (ii) the Plan Documents substantially comply with
the applicable portions of ERISA which are not amendatory of the Code. This
opinion is limited to the form of the Plan Documents and is not intended to
address the operation of the Plans or the Trusts thereunder.
<PAGE>
April 22, 1996 -4- Exhibit 5.2
This opinion has been issued to the Company in connection with
the filing of the Registration Statement with the Securities and Exchange
Commission and it may not be relied upon by any other party or for any other
purpose. We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Winthrop, Stimson, Putnam & Roberts
---------------------------------------
<PAGE>
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------
Form S-8
REGISTRATION STATEMENT (1)
Under
THE SECURITIES ACT OF 1933
----------------
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of issuer as specified in its charter)
Delaware 22-0790350
(State of Incorporation) (I.R.S. Employer Identification No.)
345 Park Avenue
New York, New York 10154
(212) 546-4000
(Address and telephone number of principal executive offices)
BRISTOL-MYERS SQUIBB COMPANY SAVINGS AND INVESTMENT PROGRAM
BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE INCENTIVE THRIFT PLAN
BRISTOL-MYERS SQUIBB PUERTO RICO, INC. SAVINGS AND INVESTMENT PROGRAM
(Full Title of Plans)
---------------
John L. McGoldrick, Esq. Alice C. Brennan, Esq.
Senior Vice President and General Counsel Vice President and Secretary
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
(212) 546-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1125
Attention: Susan P. Serota, Esq.
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share (2) Price (2) Fee (2)
- --------------------------------------------------------------------------------
Common Stock,
par value $.10
per share .... 6,000,000 $80.875 $485,250,000 $167,328
================================================================================
<PAGE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein. This Registration Statement also pertains to Rights
to Purchase shares of Series A Participating Preferred Stock of the
Registrant (the "Rights"). Until the occurrence of certain prescribed
events, the Rights are not exercisable, are evidenced by the
certificates for Bristol-Myers Squibb Company Common Stock and will be
transferred along with and only with such securities. Thereafter,
separate Rights certificates will be issued representing one Right for
each share of Bristol-Myers Squibb Company Common Stock held subject to
adjustment pursuant to anti-dilution provisions.
(2) Estimated solely for the purpose of determining the registration fee
and computed pursuant to Rule 457(h), the maximum price per share and
the registration fee are based on the reported average of the high and
low prices, for Bristol-Myers Squibb Company Common Stock on the New
York Stock Exchange on April 17, 1996.
-2-
<PAGE>
Item 3. Incorporation of Documents by Reference.
This Registration Statement on Form S-8 (the "Registration
Statement") filed in connection with the issuance of additional shares of
Bristol-Myers Squibb Company Common Stock under the Bristol-Myers Squibb Company
Savings and Investment Program, Bristol-Myers Squibb Company Employee Incentive
Thrift Plan and the Bristol-Myers Squibb Puerto Rico, Inc. Savings and
Investment Program (the "Plans") constitutes a new registration statement. The
contents of the Registration Statement on Form S-8, File No. 33-44788, filed by
Bristol-Myers Squibb Company (the "Company") with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, are incorporated
by reference herein.
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
5.1 Opinion from Counsel for the Company as to the
legality of the Company's Common Stock offered under
the Plans.
5.2 Opinion from Counsel for the Company that the Plans
are qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended and are in
compliance with the Employee Retirement Income
Security Act of 1974, as amended.
23.1 Consent of Price Waterhouse LLP, independent
accountants.
23.2 Consent of Counsel for the Company (contained in
Opinion of Counsel filed as Exhibit 5.1).
23.3 Consent of Counsel for the Company (contained in
Opinion of Counsel filed as Exhibit 5.2).
24.1 Power of Attorney (set forth on signature pages of
the Registration Statement)
24.2 Certified resolutions of the Board of Directors of
Bristol-Myers Squibb Company relating to Power of
Attorney set forth on the signature pages of the
Registration Statement.
-1-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 25th
day of April, 1996.
BRISTOL-MYERS SQUIBB COMPANY,
By /s/ Charles A. Heimbold, Jr.
-----------------------------
Charles A. Heimbold, Jr.
President, Chief Executive
Officer, Chairman of the
Board and Director
POWER OF ATTORNEY
Know all by men by these presents, that each officer or
director of Bristol-Myers Squibb Company, whose signature appears below
constitutes and appoints Alice C. Brennan, John L. McGoldrick, Frederick S.
Schiff and Charles G. Tharp and each of them singly, his true and lawful
attorney-in-fact and agent, with full and several power of substitution, for him
and in his name, place and stead, in any an all capacities, to sign a
Registration Statement on Form S-8 to be filed pursuant to the Securities Act of
1933 in connection with the registration of up to 6,000,000 shares of Common
Stock, par value $.10 per share, and any or all amendments, including pre- and
post-effective amendments and supplements to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done. Each of
said attorneys-in-fact shall have power to act hereunder with or without the
other.
-2-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Form S-8 has been signed by the following persons in the capacities and on
the date indicated:
Signature Title Date
- --------- ----- ----
/s/ Charles A. Heimbold, Jr. President, Chief 4/25/96
- ---------------------------- Executive Officer,
Charles A. Heimbold, Jr. Chairman of the
Board and Director
(principal executive
officer)
/s/ Michael F. Mee Corporate Staff 4/25/96
- ------------------ Senior Vice President
Michael F. Mee and Chief Financial
Officer (principal
financial officer)
/s/ Frederick S. Schiff Corporate Staff 4/25/96
- ----------------------- Vice President
Frederick S. Schiff and Controller
(principal
accounting officer)
/s/ Robert E. Allen Director 4/25/96
- -------------------
Robert E. Allen
/s/ Michael E. Autera Executive Vice 4/25/96
- --------------------- President and
Michael E. Autera Director
/s/ Ellen V. Futter Director 4/25/96
- -------------------
Ellen V. Futter
/s/ Louis V. Gerstner, Jr. Director 4/25/96
- --------------------------
Louis V. Gerstner, Jr.
/s/ John D. Macomber Director 4/25/96
- --------------------
John D. Macomber
-3-
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ James D. Robinson III Director 4/25/96
- -------------------------
James D. Robinson III
/s/ Andrew C. Sigler Director 4/25/96
- --------------------
Andrew C. Sigler
/s/ Louis W. Sullivan, M.D. Director 4/25/96
- ---------------------------
Louis W. Sullivan, M.D.
/s/ Kenneth E. Weg Executive Vice 4/25/96
- ------------------ President and
Kenneth E. Weg Director
By /s/ Alice C. Brennan
--------------------
Alice C. Brennan
Attorney-in-Fact
-4-
<PAGE>
THE PLANS. Pursuant to the requirements of the Securities Act
of 1933, the Plans have duly caused the Registration Statement to be signed on
their behalf by the undersigned, thereunto duly authorized, in the City of New
York, and the State of New York, on the 25th day of April, 1996.
BRISTOL-MYERS SQUIBB COMPANY SAVINGS
AND INVESTMENT PROGRAM
BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE
INCENTIVE THRIFT PLAN
BRISTOL-MYERS SQUIBB PUERTO RICO, INC.
SAVING AND INVESTMENT PROGRAM
BY: BRISTOL-MYERS SQUIBB COMPANY
SAVINGS PLAN COMMITTEE
Signature Title
- --------- ------
/s/ Michael F. Mee Senior Vice President*
- ------------------
Michael F. Mee
/s/ Harrison M. Bains, Jr. Vice President and
- -------------------------- Treasurer*
Harrison M. Bains, Jr.
/s/ Alice C. Brennan Vice President and
- -------------------- Secretary*
Alice C. Brennan
/s/ Robert B. Chapman, Jr. Director, Pension
- -------------------------- & Savings Investment
Robert B. Chapman, Jr. Management*
/s/ John D. Glover Vice President*
- ------------------
John D. Glover
/s/ George P. Kooluris Senior Vice President*
- ----------------------
George P. Kooluris
/s/ John L. McGoldrick Senior Vice President*
- ----------------------
John L. McGoldrick
-5-
<PAGE>
Signature Title
- --------- -----
/s/ Frederick S. Schiff Vice President and
- ----------------------- Controller*
Frederick S. Schiff
/s/ Charles G. Tharp Senior Vice President*
- --------------------
Charles G. Tharp
- --------
* Members of Bristol-Myers Squibb Company Savings Plan Committee, signing
in that capacity on behalf of the Bristol-Myers Squibb Company Savings
and Investment Program, the Bristol-Myers Squibb Company Employee
Incentive Thrift Plan and the Bristol-Myers Squibb Puerto Rico, Inc.
Savings and Investment Program.
-6-
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on Form S-8 of our
report dated January 23, 1996 appearing on page 51 of Bristol-Myers Squibb
Company's Annual Report on Form 10-K for the year ended December 31, 1995. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.
-7-
<PAGE>
PRICE WATERHOUSE LLP
New York, New York
April 22, 1996
<PAGE>
