SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
Commission File Number 1-1136
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
Delaware 22-079-0350
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
345 Park Avenue, New York, N.Y. 10154
(Address of principal executive offices)
Telephone: (212) 546-4000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
At March 31, 1996, there were 502,892,408 shares of outstanding of the
Registrant's $.10 par value Common Stock.
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
INDEX TO FORM 10-Q
March 31, 1996
Page No.
--------
Part I - Financial Information:
Condensed Financial Statements (Unaudited):
Consolidated Balance Sheet - March 31, 1996
and December 31, 1995 2 - 3
Consolidated Statement of Earnings for the three
months ended March 31, 1996 and 1995 4
Consolidated Statement of Cash Flows for the three
months ended March 31, 1996 and 1995 5
Management's Discussion and Analysis of Financial
Condition and Results of Operations 6 - 9
Part II - Other Information 10 - 12
Signatures 13
-1-
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET - ASSETS
(Unaudited, in millions of dollars except share amounts)
March 31, December 31,
1996 1995
---------- -----------
Current Assets:
Cash and cash equivalents $ 1,305 $ 1,645
Time deposits and marketable
securities 501 533
Receivables, net of allowances 2,386 2,356
Finished goods 945 892
Work in process 173 180
Raw and packaging materials 366 379
---------- ----------
Inventories 1,484 1,451
Prepaid expenses 1,086 1,033
---------- ----------
Total Current Assets 6,762 7,018
---------- ----------
Property, Plant and Equipment 6,341 6,264
Less: Accumulated depreciation 2,576 2,504
---------- ----------
3,765 3,760
---------- ----------
Insurance Recoverable 941 959
Excess of cost over net tangible assets
received in business acquisitions 1,419 1,219
Other Assets 937 973
---------- ----------
Total Assets $13,824 $13,929
========== ==========
-2-
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET -
LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited, in millions of dollars except share amounts)
March 31, December 31,
1996 1995
---------- -----------
Current Liabilities:
Short-term borrowings $ 526 $ 575
Accounts payable 843 848
Accrued expenses 1,929 1,939
U.S. and foreign income taxes payable 762 744
Product liability 700 700
---------- ----------
Total Current Liabilities 4,760 4,806
Product Liability 1,504 1,645
Other Liabilities 998 1,021
Long-Term Debt 626 635
---------- ----------
Total Liabilities 7,888 8,107
---------- ----------
Stockholders' Equity:
Preferred stock, $2 convertible series:
Authorized 10 million shares; issued
and outstanding 17,180 in 1996 and
19,023 in 1995, liquidation value
of $50 per share - -
Common stock, par value of $.10 per share:
Authorized 1.5 billion shares; issued
540,194,751 in 1996 and 540,185,639
in 1995 54 54
Capital in excess of par value of stock 371 375
Cumulative translation adjustments (336) (327)
Retained earnings 8,264 7,917
---------- ----------
8,353 8,019
Less cost of treasury stock - 37,302,343
common shares in 1996 and 34,953,311
in 1995 2,417 2,197
---------- ----------
Total Stockholders' Equity 5,936 5,822
---------- ----------
Total Liabilities and Stockholders' Equity $13,824 $13,929
========== ==========
-3-
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited, in millions of dollars except per share amounts)
Three Months Ended
March 31,
------------------
1996 1995
------- -------
Net Sales $3,669 $3,301
------ ------
Expenses:
Cost of products sold 935 877
Marketing, selling, administrative
and other 983 827
Advertising and product promotion 427 375
Research and development 302 290
------ ------
2,647 2,369
------ ------
Earnings Before Income Taxes 1,022 932
Provision for income taxes 296 275
------ ------
Net Earnings $ 726 $ 657
====== ======
Earnings Per Common Share $1.44 $1.29
====== ======
Average Common Shares Outstanding (in millions) 504 507
====== ======
Effective Tax Rate 29.0% 29.5%
====== ======
Dividends Per Common Share $.75 $.74
====== ======
-4-
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited, in millions of dollars)
Three Months Ended
March 31,
-------------------
1996 1995
------- --------
Cash Flows From Operating Activities:
Net earnings $ 726 $ 657
Depreciation and amortization 131 86
Other operating items (5) 14
Receivables (57) 15
Inventories (52) (57)
Accounts payable 6 65
Accrued expenses 56 115
Product liability (142) (104)
Income taxes 60 127
Other assets and liabilities (108) (165)
-------- --------
Net Cash Provided by Operating Activities 615 753
-------- --------
Cash Flows From Investing Activities:
Proceeds from sales of time deposits
and marketable securities 59 112
Purchases of time deposits
and marketable securities (16) (11)
Additions to fixed assets (115) (90)
Acquisition of businesses (243) (262)
Other, net 4 (16)
-------- --------
Net Cash Used in Investing Activities (311) (267)
-------- --------
Cash Flows From Financing Activities:
Short-term borrowings (38) 38
Long-term debt (1) (1)
Issuances of common stock under stock plans 40 16
Purchases of treasury stock (264) (40)
Dividends paid (379) (376)
-------- --------
Net Cash Used in Financing Activities (642) (363)
-------- --------
Effect of Exchange Rates on Cash (2) 1
-------- --------
(Decrease) Increase in Cash and Cash Equivalents (340) 124
Cash and Cash Equivalents at Beginning of Period 1,645 1,642
-------- --------
Cash and Cash Equivalents at End of Period $1,305 $1,766
======== ========
-5-
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
Basis of Presentation
- ---------------------
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements include all adjustments (consisting only of normal
adjustments) necessary for a fair presentation of the financial position of
Bristol-Myers Squibb Company (the "Company") at March 31, 1996 and
December 31, 1995, the results of operations for the three months ended
March 31, 1996 and 1995, and cash flows for the three months ended
March 31, 1996 and 1995. These condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements
and the related notes included in the Company's 1995 Annual Report on
Form 10-K.
First Quarter Results of Operations
- -----------------------------------
Sales
- ------
Worldwide sales for the first quarter of 1996 increased 11% over the prior
year to $3,669. The consolidated sales growth resulted from a 12% increase
due to volume and a 1% decrease due to the unfavorable effect of foreign
currency translation. Changes in selling prices had no effect on total
sales growth. Domestic sales increased 10% and international sales increased
12% (14% excluding the favorable effect of foreign currency translation).
Worldwide sales for the first quarter of 1995 increased 16% compared to the
first quarter of 1994. Excluding the acquisitions of the UPSA Group, Matrix
Essentials, Inc. and Calgon Vestal Laboratories and the divestiture of
Xomed-Treace, Inc., sales increased 10% for the first quarter of 1995.
In general, the business of the Company's industry segments is not seasonal.
Industry Segments
- -----------------
Three Months Ended March 31,
---------------------------------------
Net Sales % Change
------------------- ----------------
1996 1995 1996 1995
--------- --------- ------ ------
Pharmaceutical Products $2,155 $1,895 14 % 13%
Medical Devices 438 453 (3)% 9%
Nonprescription Health Products 674 580 16 % 26%
Toiletries and Beauty Aids 402 373 8 % 32%
--------- ---------
Total Company $3,669 $3,301 11 % 16%
========= =========
-6-
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
Sales in the pharmaceutical products segment, which is the largest segment
at 59% of total Company sales, increased 14% over the first quarter of 1995
to $2,155. Sales growth resulted from an increase in volume, with no effect
due to changes in selling prices and foreign currency translation. Sales of
cardiovascular drugs, the largest product group in the segment, increased
8% to $738. Sales of PRAVACHOL*, a cholesterol-lowering agent, increased 47%.
PRAVACHOL* is benefiting from a number of clinical studies, including the
landmark Pravastatin Primary Prevention Study, demonstrating its potential
benefits for a wide range of patients. The recently issued Cholesterol and
Recurrent Events (CARE) study is expected to yield additional benefits in
future quarters. MONOPRIL*, a second generation ACE inhibitor with
once-a-day dosage, also contributed to the increase in cardiovascular sales.
Increases in sales of these products were partially offset by the 15%
decline in sales of captopril, an angiotensin converting enzyme (ACE)
inhibitor sold primarily under the trademark CAPOTEN*. This decrease is
primarily due to the loss of its patent exclusivity in the U.S. in February
1996 and in Germany in February 1995. Sales of anti-cancer drugs increased
12% to $450, due to strong sales of TAXOL* (paclitaxel), the Company's
leading anti-cancer agent, and PARAPLATIN*. These increases were partially
offset by decreases in sales of PLATINOL* and VEPESID*. Anti-infective drug
sales increased 1% to $430. Strong gains were recorded for VIDEX* and ZERIT*,
the Company's two antiretroviral agents, both of which benefited from positive
regulatory agency actions in the U.S. and Europe, expanding markets for both
of the products. MAXIPIME*, a fourth generation injectable cephalosporin,
introduced in international markets in 1995 and recently approved for
marketing in the U.S., also contributed to the growth of anti-infectives.
Growth in these products was partially offset by decreases in DURICEF* and
CEFZIL*. Sales of central nervous system drugs including BUSPAR*, the
Company's novel anti-anxiety agent, SERZONE*, an anti-depressant which
offers a low incidence of side effects, and STADOL NS*, a prescription nasal
spray analgesic, continued to experience very good growth. Dermatological
drug sales increased primarily due to strong sales of DOVONEX*, a vitamin D3
analog for the treatment of moderate psoriasis. Glucophage, an oral
medication for non-insulin dependent diabetes, launched in April 1995 in the
U.S., performed exceptionally well. The Company expanded its market position
in the important Argentina pharmaceutical market, becoming the seventh largest
drug company there with the acquisition in March of Argentia SA, one of that
country's largest manufacturers and marketers of ethical pharmaceuticals.
Also, the integration of two other recent acquisitions is proceeding. They
are A/S GEA, acquired in September 1995, a leading manufacturer and marketer
of branded generic products for the Scandinavian market, and Pharmavit,
acquired in January 1996, one of Hungary's leading manufacturers of
over-the-counter medicines, nutritional products and generic pharmaceuticals.
For the first quarter of 1995, sales of the pharmaceutical products segment
increased 13% over the first quarter of 1994 as a result of increases in sales
of anti-cancer, anti-infective, cardiovascular, central nervous system and
dermatological drugs.
* Indicates brand names of products which are registered trademarks owned
by the Company.
-7-
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
In the medical devices segment, sales of $438 were 3% below prior year levels,
reflecting a 1% decrease due to selling prices and a 2% decrease due to volume.
Foreign currency translation had no effect on sales for the quarter. The
Company continues to be the world market share leader in knee and hip
replacements as well as ostomy and modern wound care products and is developing
a number of new product enhancements in each of these categories. The
Company expects to launch a major new hip replacement device, the VERSYS* Hip
System, later this year. The NEXGEN* Complete Knee Solution continues to gain
worldwide acceptance. In addition, Seabrook Medical Systems, Inc. a
manufacturer and distributor of thermal therapy products, was acquired in
April 1996. For the first quarter of 1995, medical devices segment sales
increased 9% (5% excluding the effect of the acquisition of Calgon Vestal
Laboratories and the divestiture of Xomed-Treace, Inc.) over the prior year
due to increased sales of prosthetic implants, ostomy and wound care products.
Sales of the nonprescription health products segment increased 16% to $674,
reflecting a 16% increase due to volume, a 1% increase in selling prices, and
a 1% decrease due to the unfavorable effect of foreign currency. Nutritional
product sales also increased 16%. Sales of ENFAMIL*, the Company's largest
selling infant formula, as well as NUTRAMIGEN* and LACTOFREE*, special infant
formulas, performed well. During the first quarter, the Company was awarded
sole-source contracts for Oklahoma and the New England States Alliance under
the Women, Infants and Children (WIC) Program. BOOST* and SUSTACAL*
nutritional beverages, launched directly to consumers in the fourth quarter
of 1995, also contributed to sales growth. Sales of analgesics, increased
primarily due to the strong performance of EXCEDRIN*, the Company's leading
analgesic in the U.S. Sales of the UPSA Group grew, driven by sales of
EFFERALGAN*, DAFALGAN* and ASPIRINE UPSA* in Europe. For the first quarter
of 1995, the nonprescription health products segment sales increased 26%
(an increase of 9% excluding the effect of the acquisition of the UPSA Group
in September, 1994) over the prior year, primarily due to increased sales of
infant formulas and analgesics.
Sales of the toiletries and beauty aids segment increased 8% over the prior
year to $402, reflecting a 7% increase due to volume, a 2% increase due to
selling prices, and a 1% decrease due to the unfavorable effect of foreign
currency. Sales of hair care products increased due to strong market growth
of HERBAL ESSENCES*, SYSTEME BIOLAGE* and INFUSIUM 23* complete lines of
shampoos and conditioners. Haircoloring product sales increased, primarily
due to sales of NATURAL INSTINCTS* and salon haircolorings. Skin care
products sales increased, primarily due to strong introductory sales of
KERI* facial care products in Japan. For the first quarter of 1995, sales of
the toiletries and beauty aids segment increased 32% (an increase of 11%
excluding the effect of the acquisition of Matrix Essentials, Inc. in
August, 1994) over the prior year, primarily due to increases in sales of
haircoloring and hair care products.
-8-
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
Cost of Products Sold and Operating Expenses
- --------------------------------------------
Total costs and expenses for the quarters ended March 31, 1996 and 1995, as a
percentage of sales, were 72.1% and 71.8%, respectively. Cost of products
sold decreased to 25.5% of sales from 26.6%, in 1995 due to a favorable
product mix and improved manufacturing efficiencies. Expenditures for
advertising and promotion in support of new and existing products increased
14% to $427 from $375 in 1995 and, as a percentage of sales, increased to
11.6% from 11.4% in 1995. The increase is primarily due to the incremental
spending over the prior year in support of nonprescription health products.
Marketing, selling, administrative and other expenses, as a percentage of
sales, were 26.8% in 1996 and 25.1%, in 1995. Research and development
expenses increased 4% to $302 from $290 in 1995, and as a percentage of
sales were, 8.2% compared to 8.8%. Pharmaceutical research and development
spending increased 3% over the prior year and as a percentage of
pharmaceutical sales, was 11.8% compared to 13.0% in 1995.
Earnings
- --------
Earnings before income taxes for the first quarter increased 10% to $1,022
from $932 in 1995. Net earnings increased 11% to $726 from $657 and earnings
per share increased 12% to $1.44 from $1.29 in 1995. The growth in earnings
per share exceeded the growth in net earnings by 1% as a result of the
Company's share repurchase program. The effective tax rate on earnings before
taxes decreased to 29.0% in the first quarter of 1996 from 29.5% in 1995,
reflecting the benefit of increased earnings in lower tax jurisdictions.
Financial Position
- ------------------
The balance sheet at March 31, 1996 and the statement of cash flows for the
three months then ended reflect the Company's strong financial position. The
Company continues to maintain a high level of working capital totaling
approximately $2 billion at March 31, 1996.
Internally generated funds continue to be the Company's primary source for
financing expenditures for new plant and equipment. Additions to fixed
assets for the three months ended March 31, 1996 were $115 compared to $90
during the same period of 1995.
During the three months ended March 31, 1996, the Company purchased 3,082,200
shares of its common stock at a total cost of $264. On March 5, 1996, the
authorization for the Company's current share repurchase program was increased
from 50 million shares to 75 million shares.
Reference is made to Part II, Item 1 - Legal Proceedings in which developments
are described for various lawsuits, claims and proceedings in which the Company
is involved.
-9-
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
----------------------------
Item 1. Legal Proceedings
- --------------------------
Various lawsuits, claims and proceedings of a nature considered normal to its
business are pending against the Company and certain of its subsidiaries. The
most significant of these are reported in the Company's Form 10-K for the
fiscal year ended December 31, 1995 with material developments since that
report described below.
Infant Formula Matters
- ----------------------
As previously reported in the Company's Form 10-K referred to above, the
Company, one of its subsidiaries, and others are defendants in a number of
antitrust actions in various states filed on behalf of purported statewide
classes of indirect purchasers of infant formula products and by the Attorneys
General of Louisiana, Minnesota and Mississippi, alleging a price fixing
conspiracy and other violations of state antitrust or deceptive trade practices
laws and seeking damages and/or penalties and other relief. On December 6,
1995, a trial in state court in Wichita, Kansas in which the Company and
Abbott Laboratories were defendants concluded with a jury verdict in favor of
the defendants. The court subsequently denied the plaintiff's motion for a
new trial, and the plaintiff has appealed. Courts in Colorado, Florida,
Kentucky, Nevada, North Carolina and Tennessee have dismissed similar
complaints, and the plaintiffs have appealed or are expected to appeal those
dismissals. In Colorado, the intermediate appellate court affirmed the trial
court's dismissal of the plaintiff's complaint. In Tennessee, the
intermediate appellate court reversed the trial court's dismissal of the
plaintiff's case. The intermediate appellate court found that the plaintiff
has standing, that the plaintiff must show a predominately intrastate
conspiracy under state law and that there was not yet sufficient information
in the record to determine whether the conspiracy alleged was intrastate or
interstate in scope. In Florida, the intermediate appellate court reversed
the trial court's dismissal of the plaintiff's complaint for lack of standing
under the Florida Deceptive and Unfair Trade Practices Act but certified the
issue to the Florida Supreme Court. Motions to certify classes of indirect
purchasers of infant formula have been denied in Minnesota, in Michigan and
by two courts in Alabama, and have been granted in Kansas, Wisconsin and
South Dakota.
Pharmaceutical Pricing Litigation
- ---------------------------------
As previously reported in the Company's Form 10-K referred to above, the
Company is a defendant in over 100 class and individual antitrust actions
brought against the Company and more than 30 other pharmaceutical
manufacturers, drug wholesalers and pharmacy benefit managers by retailers
that have been coordinated for pretrial purposes in the United States District
Court for the Northern District of Illinois. On April 4, 1996, the Court
declined to approve a settlement that had previously been reached by the
Company and certain other defendants with the plaintiffs in the class action.
-10-
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
----------------------------
The Court also denied motions for summary judgment as against the conspiracy
claims of the class and individual plaintiffs that had been made by the drug
manufacturer defendants, including the Company; denied motions made by the
drug manufacturer defendants for summary judgment dismissing plaintiffs'
damage claims based on purchases of drugs from wholesalers; and granted a
motion for summary judgment on behalf of certain wholesalers that are
defendants in the class action. Defendants who had participated in the class
action settlement filed a motion for reconsideration of or leave to appeal
from the order denying approval of the settlement. The Company and certain
of the other manufacturer defendants who participated in the settlement
subsequently reached an agreement with the class plaintiffs on an amendment
to the settlement agreement that the Company believes will resolve the
concerns raised by the Court. The class settlement as amended was
preliminarily approved by the Court on May 8 and any objections by class
members to Court approval will be heard on June 11, 1996. The Company and
other drug manufacturers are seeking leave to appeal the order containing
the denial of summary judgment with respect to damage claims based on
purchases of drugs from wholesalers. The defendant wholesalers have asked
the Court to enter final judgment dismissing them from the case. Certain of
the class plaintiffs have made, and the Court has presently denied, motions
for a preliminary injunction concerning the alleged pricing practices of the
defendant manufacturers, including the Company. The May 7, 1996 date for
commencement of trial of the class action has been vacated, and the Court has
not set a new date. In the state court litigation pending in California, a
class action complaint has been filed on behalf of consumers who purchase from
California chain pharmacies, and an individual complaint on behalf of certain
California chain pharmacies has also been filed. The judge presiding over the
retailer case pending in Alabama state court has recused himself, and a new
judge has been appointed. In the retailer case pending in Wisconsin state
court, a motion to dismiss made by the Company and certain other defendants
has been denied.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
The Annual Meeting of Stockholders was held on May 7, 1996 for the purpose of:
A. election of directors;
B. ratification of the appointment of Price Waterhouse LLP as independent
accountants for the year 1996;
C. voting on a stockholder-proposed resolution to establish a one-year term
of office for directors.
At the meeting, 433,866,044 shares of the Registrant's Common and $2
Convertible Preferred Stock were represented.
-11-
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
----------------------------
The following persons were elected to the Board of Directors of the Registrant
at the meeting to serve until the 1999 Annual Meeting:
Ellen V. Futter
Andrew C. Sigler
Louis W. Sullivan, M.D.
Ms. Futter received 428,040,057 votes for election, votes were withheld on
proxies for 5,825,987 shares and there were no broker non-votes. Mr. Sigler
received 428,030,295 votes for election, votes were withheld on proxies for
5,835,749 shares and there were no broker non-votes. Dr. Sullivan received
428,356,553 votes for election, votes were withheld on proxies for 5,509,491
shares and there were no broker non-votes.
Robert E. Allen, Michael E. Autera, John D. Macomber and James D. Robinson III
continue as directors with terms expiring at the 1997 Annual Meeting.
Louis V. Gerstner, Jr., Charles A. Heimbold, Jr., and Kenneth E. Weg continue
as directors with terms expiring at the 1998 Annual Meeting.
The appointment of Price Waterhouse LLP was ratified by a vote of 431,074,613
shares in favor of the appointment, with 1,389,777 shares voting against,
1,401,304 shares abstaining and 350 broker non-votes.
The stockholder-proposed resolution recommending that the Board of Directors
take the necessary steps to reinstate the election of directors annually was
defeated by a vote of 201,323,719 shares against the proposal, 158,355,299
shares voting for the proposal 7,310,076 abstaining and 66,876,950 broker
non-votes.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits (listed by number corresponding to the Exhibit Table of Item 601
in Regulation S-K).
Exhibit Number and Description Page
- ------------------------------ -----
3b. Bylaws of Bristol-Myers Squibb Company, as amended
effective January 8, 1996. E-3-1
27. Bristol-Myers Squibb Company Financial Data Schedule. E-27-1
(b) Reports on Form 8-K.
The Registrant did not file any reports on Form 8-K during the quarter
ended March 31, 1996.
-12-
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BRISTOL-MYERS SQUIBB COMPANY
--------------------------------
(Registrant)
Date: May 13, 1996 /s/ Harrison M. Bains, Jr.
--------------------------------
Harrison M. Bains, Jr.
Vice President and Treasurer
Date: May 13, 1996 /s/ Frederick S. Schiff
--------------------------------
Frederick S. Schiff
Vice President and Controller
-13-
Exhibit 3b
----------
BRISTOL-MYERS SQUIBB COMPANY
BYLAWS
As Adopted on November 1, 1965
And as Amended to January 8, 1996
E-3-1
<PAGE>
I N D E X
-------------
BYLAW NO. SUBJECT Page No.
- --------- ------- --------
1. Principal Office. . . . . . . . . . . . . . . . . . . . . .E-3-5
2. Other Offices . . . . . . . . . . . . . . . . . . . . . . .E-3-5
3. Seal. . . . . . . . . . . . . . . . . . . . . . . . . . . .E-3-5
4. Meetings of Shareholders -- Date and Time . . . . . . . . .E-3-5
5. Meetings of Shareholders -- Place . . . . . . . . . . . . .E-3-5
6. Meetings of Shareholders -- No Action By Written Consent,
Call . . . . . . . . . . . . . . . . . . . . . . . . .E-3-5
7. Meetings of Shareholders -- Notice. . . . . . . . . . . . .E-3-6
8. Meetings of Shareholders -- Quorum. . . . . . . . . . . . .E-3-6
9. Meetings of Shareholders -- Presiding Officer and
Secretary. . . . . . . . . . . . . . . . . . . . . . .E-3-6
10. Meetings of Shareholders -- Voting. . . . . . . . . . . . .E-3-6
11. Meetings of Shareholders -- Voting List . . . . . . . . . .E-3-7
12. Annual Meeting of Shareholders -- Statement of
Business and Condition of Company . . . . . . . . . . E-3-7
13. Meetings of Shareholders -- Inspectors of Election. . . . .E-3-7
14. Board of Directors -- Powers. . . . . . . . . . . . . . . .E-3-7
15. Board of Directors -- Number, Election, Term,
Resignation or Retirement, Removal and
Filling Vacancies . . . . . . . . . . . . . . . . . . E-3-7
16. Board of Directors -- Location of Meetings and Books. . . .E-3-9
17. Board of Directors -- Scheduling of Regular Meetings. . . .E-3-9
18. Board of Directors -- Scheduling of Special Meetings. . . .E-3-9
E-3-2
<PAGE>
BYLAW NO. SUBJECT Page No.
- --------- ------- --------
19. Board of Directors -- Waiver of Meeting Notice and Action
by Consent. . . . . . . . . . . . . . . . . . . . . . .E-3-9
20. Board of Directors -- Quorum for Meeting . . . . . . . . . E-3-9
21. Board of Directors -- Meeting Procedure. . . . . . . . . . E-3-10
22. Board of Directors -- Fees . . . . . . . . . . . . . . . . E-3-10
23. Board of Directors -- Indemnification. . . . . . . . . . . E-3-10
24. Committees of the Board -- Executive, Audit, Others. . . . E-3-11
25. Committees of the Board -- Minutes and Reports . . . . . . E-3-12
26. Officers . . . . . . . . . . . . . . . . . . . . . . . . . E-3-12
27. Officers -- Election and Term. . . . . . . . . . . . . . . E-3-13
28. Appointment of Other Officers, Committees or Agents. . . . E-3-13
29. Officers -- Removal. . . . . . . . . . . . . . . . . . . . E-3-13
30. Officers -- Resignation. . . . . . . . . . . . . . . . . . E-3-13
31. Officers -- Unable to Perform Duties . . . . . . . . . . . E-3-13
32. Officers -- Vacancy. . . . . . . . . . . . . . . . . . . . E-3-13
33. The Chairman of the Board -- Powers and Duties . . . . . . E-3-14
34. Vice Chairman of the Board -- Powers and Duties. . . . . . E-3-14
35. Duties of President. . . . . . . . . . . . . . . . . . . . E-3-14
36. Vice Presidents -- Powers and Duties . . . . . . . . . . . E-3-14
37. The Treasurer -- Powers and Duties . . . . . . . . . . . . E-3-14
E-3-3
<PAGE>
BYLAW NO. SUBJECT Page No.
- --------- ------- --------
38. The Secretary -- Powers and Duties . . . . . . . . . . . .E-3-14
39. The Controller -- Powers and Duties. . . . . . . . . . . . E-3-15
40. Assistant Treasurers and Assistant Secretaries -- Powers
and Duties. . . . . . . . . . . . . . . . . . . . . . E-3-15
41. Officers -- Compensation . . . . . . . . . . . . . . . . . E-3-15
42. Contracts, Other Instruments, Authority to Enter Into
or Execute. . . . . . . . . . . . . . . . . . . . . . E-3-15
43. Loans and Negotiable Paper . . . . . . . . . . . . . . . . E-3-15
44. Checks, Drafts, etc. . . . . . . . . . . . . . . . . . . . E-3-15
45. Banks -- Deposit of Funds. . . . . . . . . . . . . . . . . E-3-15
46. Stock Certificates -- Form, Issuance . . . . . . . . . . . E-3-16
47. Stock -- Transfer. . . . . . . . . . . . . . . . . . . . . E-3-16
48. Stock Certificates -- Loss, Replacement. . . . . . . . . . E-3-16
49. Record Dates . . . . . . . . . . . . . . . . . . . . . . . E-3-17
50. Registered Shareholders. . . . . . . . . . . . . . . . . . E-3-17
51. Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . E-3-17
52. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . E-3-17
53. Notices -- Waiver. . . . . . . . . . . . . . . . . . . . . E-3-18
54. Amendments of Bylaws . . . . . . . . . . . . . . . . . . . E-3-18
E-3-4
<PAGE>
BYLAWS
of
BRISTOL-MYERS SQUIBB COMPANY
OFFICES.
- --------
1. The registered office of the Company shall be in the City of Wilmington,
County of New Castle, State of Delaware, and the name of the resident
agent in charge thereof is The Corporation Trust Company.
2. The Company may also have offices at such place or places as the Board
of Directors may from time to time appoint or the business of the
Company may require.
SEAL.
- -----
3. The corporate seal shall have inscribed thereon the name of the Company,
the year of its organization and the words "Corporate Seal, Delaware."
Said seal may be used in causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
MEETINGS OF SHAREHOLDERS.
- -------------------------
4. The annual meeting of the shareholders for the election of directors
and for the transaction of any other proper business, notice of which
was given in the notice of meeting, shall be held at such time as the
Board of Directors may determine. If the annual meeting for the
election of directors is not held on the date designated therefor, the
directors shall cause the meeting to be held as soon thereafter as
convenient.
5. Meetings of the shareholders may be held at such places either within
or without the Sate of Delaware as the Board of Directors may determine.
6. Any action required or permitted to be taken by the stockholders of the
Company must be effected at a duly called annual or special meeting of
such stockholders and may not be effected by any consent in writing by
such stockholders. Except as otherwise required by law and subject to
E-3-5
<PAGE>
the rights under Article FOURTH of the Certificate of Incorporation of
the Company of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation,
special meetings of stockholders of the Company may be called only by
the Chairman of the Board or by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of Directors.
7. Except as hereinafter provided or as may be otherwise required by law,
notice of the place, date and hour of holding each annual and special
meeting of the shareholders shall be in writing and shall be delivered
personally or mailed in a postage prepaid envelope, not less than ten
days before such meeting, to each person who appears on the books of
the Company as a shareholder entitled to vote at such meeting, and
to any shareholders who, by reason of any action proposed at such
meeting, would be entitled to have their shares appraised if such
action were taken. The notice of every special meeting, besides
stating the time and place of such meeting, shall state briefly the
purpose or purposes thereof; and no business other than that specified
in such notice or germane thereto shall be transacted at the meeting,
except with the unanimous consent in writing of the holders of record
of all of the shares of the Company entitled to vote at such meeting.
Notice of any meeting of shareholders shall not be required to be given
to any shareholder entitled to participate in any action proposed to be
taken at such meeting who shall attend such meeting in person or by
proxy or who before or after any such meeting shall waive notice thereof
in writing or by telegram, cable or wireless. Notice of any adjourned
meeting need not be given.
8. At all meetings of shareholders of the Company, except as otherwise
provided by law, the holders of a majority in number of the outstanding
shares of the Company, present in person or by proxy and entitled to
vote thereat, shall constitute a quorum for the transaction of business.
In the absence of a quorum the holders of a majority in number of the
shares of stock so present or represented and entitled to vote may
adjourn the meeting from time to time until a quorum is present. At
any such adjourned meeting at which a quorum is present any business
may be transacted which might have been transacted at the meeting as
originally called.
9. The Chairman of the Board shall preside as chairman at every meeting of
shareholders. The Chairman of the Board may designate another officer
of the Company or any shareholder to preside as chairman of a meeting
of shareholders in place of the Chairman of the Board and in the
absence of the Chairman of the Board and an officer or shareholder
designated by the Chairman of the Board to preside as chairman of
the meeting, the Board of Directors may designate an officer or
shareholder to preside as chairman of the meeting. In the event the
Chairman of the Board and the Board of Directors fail to so designate
a chairman of the meeting the shareholders may designate an officer or
shareholder as chairman. The Secretary shall act as secretary of the
meeting, or, in the absence of the Secretary, the presiding officer
shall appoint a secretary of the meeting.
10. At each meeting of the shareholders every shareholder of record entitled
to vote thereat shall be entitled to one vote for each share of the
Company standing in that shareholder's name on the books of the
Company provided that no share of stock shall be voted at any election
of directors which shall have been transferred on the books of the
Company later than the record date announced by the Board of Directors
or fixed by operation of these bylaws The vote on shares may be given
by the shareholder entitled thereto in person or by proxy duly appointed
E-3-6
<PAGE>
by an instrument in writing subscribed by such shareholder or that
shareholder's duly authorized attorney, and delivered to the secretary
of the meeting; provided, however, that no proxy shall be valid after
the expiration of three years from the date of its execution unless
the shareholder executing it shall have specified therein the length of
time it is to continue in force, which shall be for some limited period.
At all meetings of shareholders, a quorum being present, all matters,
except as otherwise provided by law or by the Certificate of
Incorporation of the Company or these bylaws, shall be decided by the
holders of a majority in number of the shares of stock of the Company
present in person or by proxy and entitled to vote. A share vote may
be by ballot and each ballot shall state the name of the shareholder
voting and the number of shares owned by that shareholder and shall be
signed by such shareholder or by that shareholder's proxy. Except as
otherwise required by law or by these bylaws all voting may be
viva voce.
11. The Secretary or other officer in charge of the stock ledger of the
Company shall prepare and make at least ten days before every meeting
of shareholders a complete list of the shareholders entitled to vote
at the meeting arranged in alphabetical order and showing the address
of each shareholder and the number of shares registered in the name of
each shareholder. Such list shall be open to the examination of any
shareholder for any purpose germane to the meeting during ordinary
business hours for a period of at least ten days prior to the meeting
either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or if not so
specified at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any shareholder
who is present. The stock ledger shall be the only evidence as to who
are the shareholders entitled to examine the stock ledger, the list
required by this bylaw, or the books of the Company or to vote in
person or by proxy at any meeting of shareholders.
12. The Board of Directors shall present at each annual meeting, and when
called for by vote of the shareholders at any special meeting of the
shareholders, a full and clear statement of the business and condition
of the Company.
13. At all elections of directors and when otherwise required by law, the
chairman of the meeting shall appoint two inspectors of election. The
inspectors shall be responsible for receiving, tabulating and reporting
the result of the votes taken. No director or candidate for the
office of director shall be appointed such inspector. The chairman of
the meeting shall open and close the polls.
DIRECTORS.
- ----------
14. The property, business and affairs of the Company shall be managed by
or under the direction of the Board of Directors, which may exercise
all such powers of the Company and do all such lawful acts and things
as are not by statute or by the Certificate of Incorporation or by
these bylaws directed or required to be exercised or done by the
shareholders.
15. (a) The Board of Directors shall consist of ten directors. Directors
need not be shareholders. The number of directors may be
determined by a majority vote of the entire Board of Directors.
E-3-7
<PAGE>
(b) Except as otherwise provided by the Certificate of Incorporation, by
these bylaws or by law, at each meeting of the shareholders for the
election of directors at which a quorum shall be present, the
persons receiving a plurality of the votes cast shall be directors.
Such election shall be by ballot.
(c) The directors, other than those who may be elected by the holders of
any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation, shall be
classified, with respect to the time for which they severally hold
office, into three classes, as nearly equal in number as possible,
as determined by the Board of Directors, one class to be originally
elected for a term expiring at the annual meeting of stockholders
to be held in 1985, another class to be originally elected for a
term expiring at the annual meeting of stockholders to be held in
1986, and another class to be originally elected for a term expiring
at the annual meeting of stockholders to be held in 1987, with the
directors of each class to hold office until their successors are
elected and qualified. At each annual meeting of the stockholders,
the successors of the class of directors whose term expires at that
meeting shall be elected to hold office for a term expiring at the
annual meeting of stockholders held in the third year following the
year of their election. No decrease in the number of directors
constituting the Board of Directors or change in the restrictions
and qualifications for directors shall shorten the term of any
incumbent director.
(d) Except as otherwise provided in the Certificate of Incorporation
or in these bylaws, each director shall continue in office until
the expiration of his term of office and until a successor shall
have been elected and shall have qualified, or until the director
shall have resigned, or, in the case of a director who is an
employee of the Company, until the director shall have resigned
from employment with the Company or the director's employment shall
have been terminated by the Company. In addition, a director who
is not an employee of the Company or who is the Chief Executive
Officer of the Company or a retired Chief Executive Officer of the
Company shall retire from the position of director at the Annual
Meeting following attainment of age 70; an employee who is a director
of the Company (other than the Chief Executive Officer or a retired
Chief Executive Officer) shall retire from the position of director
on the effective date of the director's retirement as an employee
of the Company. Any director of the Company may resign at any time
by giving written notice to the Chairman of the Board or to the
Secretary of the Company. Such resignation shall take effect at
the time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make
it effective. Exceptions to the requirements for the retirement
of a director may be made by the Board of Directors.
(e) Subject to the rights under Article FOURTH of the Certificate of
Incorporation of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, any director or entire
class of directors or the entire Board of Directors may be removed
from office, with or without cause, only by the affirmative vote
of the holders of at least 75% of the outstanding shares of stock
of the Company entitled to vote generally in the election of
directors, voting together as a single class.
(f) Subject to the rights under Article FOURTH of the Certificate of
Incorporation of the Company of the holders of any class or series
of stock having a preference over the Common Stock as to
E-3-8
<PAGE>
dividends or upon liquidation to elect directors under specified
circumstances, newly created directorships resulting from any
increase in the number of directors and any vacancies on the Board
of Directors resulting from death, resignation, retirement,
disqualification, removal or other cause shall be filled only by the
affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors.
Any director elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been
elected and qualified.
16. The directors may hold their meetings and keep the books of the Company
at such place or places as they may from time to time determine.
17. Regular meetings of the Board of Directors may be held at such time as
may be fixed from time to time by resolution of the Board of Directors.
Unless required by said resolution, notice of any such meeting need not
be given.
18. Special meetings of the Board of Directors shall be held whenever called
by direction of the Chairman of the Board or any of three of the
directors for the time being in office. Notice of each such special
meeting shall be mailed, postage prepaid, to each director, addressed
to the director at the director's residence or usual place of business,
at least two days before the day on which the meeting is to be held,
or shall be sent to the director at such place by telegraph, cable,
or wireless, or be delivered personally or by telephone, not later than
the day before the day on which the meeting is to be held. Every such
notice shall state the time and place but, except as provided by these
bylaws or by resolution of the Board of Directors, need not state the
purposes of the meetings.
19. Anything in these bylaws or in any resolution adopted by the Board of
Directors to the contrary notwithstanding, notice of any meeting of
the Board of Directors need not be given to any director, if, before
or after any such meeting, notice thereof shall be waived by such
director in writing or by telegraph, cable or wireless. Any meeting
of the Board of Directors shall be a legal meeting without any notice
having been given or regardless of the giving of any notice or the
adoption of any resolution in reference thereto, if all the directors
shall be present thereat or shall have so waived notice thereof. Any
action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if prior to such action a
written consent thereto is signed by all members of the Board and such
written consent is filed with the minutes of proceedings of the Board
of Directors.
20. Five of the directors in office at the time of any regular or special
meeting of the Board of Directors shall constitute a quorum for the
transaction of business at such meeting and except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation
or by these bylaws, the act of a majority of the directors present at
any such meeting at which a quorum is present shall be the act of the
Board of Directors. In the absence of a quorum a majority of the
directors present may adjourn any meeting from time to time until a
quorum is present. Notice of any adjourned meeting need not be given.
The directors shall act only as a board and the individual directors
shall have no power as such.
E-3-9
<PAGE>
21. At each meeting of the Board of Directors the Chairman of the Board
shall preside. The Chairman of the Board may designate another member
of the Board of Directors to preside as chairman of a meeting in place
of the Chairman of the Board and in the absence of the Chairman of the
Board and any member of the Board of Directors designated by the
Chairman of the Board to preside as chairman of the meeting a majority
of the directors present may designate a member of the Board of Directors
as chairman to preside at the meeting. The Secretary of the Company
or, in the absence of the Secretary, a person appointed by the chairman
of the meeting, shall act as secretary of the Board of Directors. The
Board of Directors may adopt such rules and regulations for the conduct
of their meetings and the management of the affairs of the Company as
they shall deem proper and not inconsistent with the law or with these
bylaws. At all meetings of the Board of Directors business shall be
transacted in such order as the Board of Directors may determine.
22. Each director shall be paid such fee, if any, for each meeting of the
Board attended and/or such annual fee as shall be determined from time
to time by resolution of the Board of Directors, provided that nothing
herein contained shall be construed to prevent any director from serving
the Company in any other capacity and receiving compensation therefor.
23. (a) Definitions. As used herein, the term "director" shall include
each present and former director of the Company and the term
"officer" shall include each present and former officer of the
Company as such, and the terms "director" and "officer" shall also
include each employee of the Company, who, at the Company's request,
is serving or may have served as a director or officer of another
corporation in which the Company owns directly or indirectly, shares
of capital stock or of which it is a creditor. The term "officer"
also includes each assistant or divisional officer. The term
"expenses" shall include, but not be limited to, reasonable amounts
for attorney's fees, costs, disbursements and other expenses and
the amount or amounts of judgments, fines, penalties and other
liabilities.
(b) Indemnification Granted. Each director and officer shall be and
hereby is indemnified by the Company, to the full extent permitted
by law, against:
(i) expenses incurred or paid by the director or officer in
connection with any claim made against such director or
officer, or any actual or threatened action, suit or proceeding
(civil, criminal, administrative, investigative or other,
including appeals and whether or not relating to a date prior
to the adoption of this bylaw) in which such director or officer
may be involved as a party or otherwise, by reason of being or
having been a director or officer of the Company, or of serving
or having served at the request of the Company as a director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any
action taken or not taken by such director or officer in such
capacity, and
(ii) the amount or amounts paid by the director or officer in
settlement of any such claim, action, suit or proceeding or
any judgment or order entered therein, however, notwithstanding
anything to the contrary herein where a director or officer
seeks indemnification in connection with a proceeding
voluntarily initiated by such director or officer the right to
indemnification granted hereunder shall be limited to
proceedings where such director or officer has been wholly
successful on the merits.
E-3-10
<PAGE>
(c) Miscellaneous.
(i) Expenses incurred and amounts paid in settlement with respect
to any claim, action, suit or proceeding of the character
described in paragraph (b)(i) above may be advanced by the
Company prior to the final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay
such amounts as shall not ultimately be determined to be
payable to such recipient under this bylaw.
(ii) The rights of indemnification herein provided for shall be
severable, shall not be exclusive of other rights to which any
director or officer now or hereafter may be entitled, shall
continue as to a person who has ceased to be an indemnified
person and shall inure to the benefit of the heirs, executors,
administrators and other legal representatives of such a
person.
(iii) The provisions of this bylaw shall be deemed to be a contract
between the Company and each director or officer who serves
in such capacity at any time while such bylaw is in effect.
(iv) The Board of Directors shall have power on behalf of the
Company to grant indemnification to any person other than a
director or officer to such extent as the Board in its
discretion may from time to time determine.
COMMITTEES OF THE BOARD.
- ------------------------
24. (a) The Board of Directors may, by resolution or resolutions, passed
by a majority of the whole Board of Directors, designate an
Executive Committee (and may discontinue the same at any time) to
consist of three or more of the Directors of the Company. The
members shall be appointed by the Board of Directors and shall hold
office during the pleasure of the Board of Directors; provided,
however, that in the absence or disqualification of any member of
the Executive Committee, the member or members thereof present at
any meeting and not disqualified from voting, whether or not the
member or members constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in
the place of any such absent or disqualified member. The Executive
Committee shall have and may exercise, during the intervals between
the meetings of the Board of Directors, all of the powers of the
Board of Directors in the management of the business and affairs of
the Company (and shall have power to authorize the seal of the
Company to be affixed to all papers which may require it), except
that the Executive Committee shall have no power to (i) elect
Directors to fill any vacancies or appoint any officers; (ii) fix
the compensation of any officer or the compensation of any Director
for serving on the Board of Directors or on any committee;
(iii) declare any dividend or make any other distribution to the
shareholders of the Company; (iv) submit to shareholders any action
that needs shareholder authorization; (v) amend or repeal the bylaws
or adopt any new bylaw; (vi) amend or repeal any resolution of the
Board of Directors which by its terms shall not be so amendable or
repealable; (vii) take any final action with respect to the
acquisition or disposition of any business at a price in excess of
$20,000,000.
E-3-11
<PAGE>
(b) The Board of Directors shall, by resolution or resolutions, passed
by a majority of the whole Board of Directors designate an Audit
Committee to consist of three or more non-employee directors of
the Company free from any relationship that, in the opinion of the
Board of Directors, would interfere with the exercise of independent
judgment as a Committee member. Any director who is a former
employee of the Company may not serve on the Audit Committee. The
members of the Audit Committee shall be appointed by and hold office
during the pleasure of the Board of Directors. A majority of the
members of the Audit Committee will constitute a quorum for the
transaction of business. It shall be the duty of the Audit
Committee (i) to recommend to the Board of Directors a firm of
independent accountants to perform the examination of the annual
financial statements of the Company; (ii) to review with the
independent accountants and with the Controller the proposed scope
of the annual audit, past audit experience, the Company's internal
audit program, recently completed internal audits and other matters
bearing upon the scope of the audit; (iii) to review with the
independent accountants and with the Controller significant matters
revealed in the course of the audit of the annual financial
statements of the Company; (iv) to review on an annual basis that
the Company's Statement of Business Conduct and Corporate Policies
relating thereto has been communicated by the Company to all key
employees of the Company and its subsidiaries throughout the world
with a direction that all such key employees certify that they have
read, understand and are not aware of any violation of the Statement
of Business Conduct; (v) to review with the Controller any
suggestions and recommendations of the independent accountants
concerning the internal control standards and the accounting
procedures of the Company; (vi) to meet on a regular basis with a
representative or representatives of the Internal Audit Department
of the Company and to review the Internal Audit Department's Reports
of Operations; (vii) to report its activities and actions to the
Board of Directors at least once each fiscal year.
(c) The Board of Directors may, by resolution or resolutions passed by
a majority of the whole Board of Directors, designate such other
committees as may be deemed advisable (and may discontinue the same
at any time), to consist of two or more of the directors of the
Company. The members shall be appointed by and shall hold office
during the pleasure of the Board of Directors, and the Board of
Directors shall prescribe the name or names of such committees, the
number of their members and their duties and powers.
(d) Any action required or permitted to be taken at any meeting of any
committee may be taken without a meeting, if prior to such action
a written consent thereto is signed by all members of the committee
and such written consent is filed with the minutes of proceedings of
the committee.
25. All committees shall keep written minutes of their proceedings and
report the same to the Board of Directors when required.
OFFICERS.
- ---------
26. The officers of the Company shall be a Chairman of the Board, a Vice
Chairman of the Board, a President, two or more Vice Presidents
(which shall include Senior Vice President, Executive Vice
E-3-12
<PAGE>
President and other Vice President titles), a Treasurer, a Secretary,
a Controller, and such other officers as may be appointed in accordance
with these bylaws. The Secretary and Treasurer may be the same person,
or a Vice President may hold at the same time the office of Secretary,
Treasurer, or Controller.
27. The officers of the Company shall be chosen by the Board of Directors.
Each officer shall hold office until a successor shall have been duly
chosen and shall have qualified or until the death or retirement of
the officer or until the officer shall resign or shall have been removed
in the manner hereinafter provided. The Chairman of the Board and the
Vice Chairman of the Board shall be chosen from among the directors.
28. The Board of Directors may appoint such other officers, committees or
agents, as the business of the Company may require, including one or
more Assistant Treasurers and one or more Assistant Secretaries, each
of whom shall hold office for such period, and have such authority and
perform such duties as are provided in these bylaws or as the Board of
Directors may from time to time determine. The Board of Directors may
delegate to any officer or committee the power to appoint and to remove
any such subordinate officer or agent.
29. Subject to the provisions of any written agreement, any officer may be
removed, either with or without cause, by a vote of the majority of the
whole Board of Directors at a regular meeting or a special meeting
called for the purpose. Any officer, except an officer elected by the
Board of Directors, may also be removed, with or without cause, by any
committee or superior officer upon whom such power of removal may be
conferred by the Board of Directors.
30. Subject to the provisions of any written agreement, any officer may
resign at any time by giving written notice to the Board of Directors,
the Chairman of the Board or the Secretary of the Company. Any such
resignation shall take effect at the time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
31. Except as otherwise provided in these bylaws, in the event any officer
shall be unable to perform the duties of the office held, whether by
reason of absence, disability or otherwise, the Chairman of the Board
may designate another officer of the Company to assume the duties of
the officer who is unable to carry out the duties of the office; in the
event the Chairman of the Board shall be absent and unable to perform
the duties of the office of Chairman of the Board, the Chairman of the
Board shall designate another officer to assume the duties of the
Chairman of the Board; if another officer has not been designated by the
Chairman of the Board to assume the duties of the Chairman of the Board,
then the Board of Directors shall designate another officer to assume
the duties of the Chairman of the Board; in the event the Chairman of
the Board shall be disabled and unable to perform the duties of the
office of Chairman of the Board, then the Board of Directors shall
designate another officer to assume the duties of the Chairman of the
Board. Any officer designated to assume the duties of another officer
shall have all the powers of and be subject to all the restrictions
imposed upon the officer whose duties have been assumed.
32. A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed by these bylaws for the
regular appointment or election to such office.
E-3-13
<PAGE>
33. The Chairman of the Board shall be the chief executive officer of the
Company and shall have general supervision of the business and
operations of the Company, subject, however, to the control of the
Board of Directors. The Chairman of the Board shall preside at all
meetings of the shareholders and of the Board of Directors. The
Chairman of the Board shall perform all of the duties usually
incumbent upon a chief executive officer of a corporation and incident
to the office of the Chairman of the Board. The Chairman of the Board
shall also have such powers and perform such duties as are assigned by
these bylaws and shall have such other powers and perform such other
duties, not inconsistent with these bylaws, as may from time to time
be assigned by the Board of Directors.
34. The Vice Chairman shall have such powers and perform such duties as are
assigned by these bylaws and shall have such other powers and perform
such other duties, not inconsistent with these bylaws, as from time to
time may be assigned by the Board of Directors or the Chairman of the
Board.
35. The President shall have such powers and perform such duties as are
assigned by these bylaws and shall have such other powers and perform
such other duties, not inconsistent with these bylaws, as from time
to time may be assigned by the Board of Directors or the Chairman of
the Board.
36. Each Vice President shall have such powers and perform such duties
as are assigned by these bylaws and shall have such other powers and
perform such other duties, not inconsistent with these bylaws, as from
time to time may be assigned by the Board of Directors or the Chairman
of the Board.
37. The Treasurer shall have charge and custody of, and be responsible for,
all funds of the Company. The Treasurer shall regularly enter or cause
to be entered in books to be kept by the Treasurer or under the
Treasurer's direction for this purpose full and adequate account of all
moneys received or paid by the Treasurer for the account of the Company;
the Treasurer shall exhibit such books of account and records to any of
the directors of the Company at any time upon request at the office of
the Company where such books and records shall be kept and shall render
a detailed statement of these accounts and records to the Board of
Directors as often as it shall require the same. The Treasurer shall
also have such powers and perform such duties as are assigned the
Treasurer by these bylaws and shall have such other powers and perform
such other duties, not inconsistent with these bylaws, as from time to
time may be assigned by the Board of Directors.
38. It shall be the duty of the Secretary to act as Secretary of all
meetings of the Board of Directors and of the shareholders of the
Company, and to keep the minutes of all such meetings in the proper
book or books to be provided for that purpose; the Secretary shall see
that all notices required to be given by or for the Company or the
Board of Directors or any committee are duly given and served; the
Secretary shall be custodian of the seal of the Company and shall affix
the seal, or cause it to be affixed, to all documents, the execution of
which on behalf of the Company, under its seal shall have been duly
authorized in accordance with the provisions of these bylaws. The
Secretary shall have charge of the share records and also of the other
books, records, and papers of the Company relating to its organization
and management as a corporation and shall see that the reports,
statements and other documents required by law are properly kept and
filed; and shall in general perform all the duties usually incident
to the office of Secretary. The Secretary shall also have such powers
and perform such duties as are assigned by these bylaws, and shall have
such other powers and perform such other duties, not inconsistent with
these bylaws, as from time to time may be assigned by the Board of
Directors.
E-3-14
<PAGE>
39. The Controller shall perform the usual duties pertaining to the office
of the Controller. The Controller shall have charge of the supervision
of the accounting system of the Company, including the preparation
and filing of all reports required by law to be made to any public
authorities and officials, and shall also have such powers and perform
such duties, not inconsistent with these bylaws, as from time to time
may be assigned by the Board of Directors.
40. The Assistant Treasurers and the Assistant Secretaries shall have such
powers and perform such duties as are assigned to them by these bylaws
and shall have such other powers and perform such other duties, not
inconsistent with these bylaws, as from time to time may be assigned to
them by the Treasurer or the Secretary, respectively, or by the Board
of Directors.
41. The compensation of the Chairman of the Board, Vice Chairman of the
Board, President, Vice President, Treasurer, Secretary and Controller
shall be fixed by the Board of Directors. The compensation of such
other officers as may be appointed in accordance with the provisions
of these bylaws may be fixed by the Chairman of the Board. No officer
shall be prevented from receiving such compensation by reason of also
being a director of the Company.
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
- ----------------------------------------------
42. The Board of Directors except as in these bylaws otherwise provided,
may authorize any officer or officers, agent or agents, in the name of
and on behalf of the Company, to enter into any contract or execute and
deliver any instrument, and such authority may be general or confined
to specific instances; and, unless so authorized by the Board of
Directors or expressly authorized by these bylaws, no officer
or agent or employee shall have any power or authority to bind the
Company by any contract or engagement or to pledge its credit or to
render it pecuniarily liable for any purpose or to any amount.
43. No loans shall be contracted on behalf of the Company and no negotiable
paper shall be issued in its name unless authorized by resolution of
the Board of Directors. When authorized by the Board of Directors, any
officer or agent of the Company thereunto authorized may effect loans
and advances at any time for the Company from any bank, trust company,
or other institution, or from any firm, corporation or individual, and
for such loans and advances may make, execute and deliver promissory
notes, bonds, or other certificates or evidences of indebtedness of the
Company and, when authorized so to do, may pledge, hypothecate or
transfer any securities or other property of the Company as security
for any such loans or advances. Such authority may be general or
confined to specified instances.
44. All checks, drafts and other orders for the payment of moneys out of
the funds of the Company and all notes or other evidences of
indebtedness of the Company shall be signed on behalf of the Company
in such manner as shall from time to time be determined by resolution
of the Board of Directors.
45. All funds of the Company not otherwise employed shall be deposited
from time to time to the credit of the Company in such banks, trust
companies or other depositories as the Board of Directors may
E-3-15
<PAGE>
select or as may be selected by any officer or officers, agent or agents
of the Company to whom such power may from time to time be delegated by
the Board of Directors; and for the purpose of such deposit, the
Chairman of the Board, the Vice Chairman of the Board, the President,
a Vice President, the Treasurer, the Controller, the Secretary or any
other officer or agent or employee of the Company to whom such power
may be delegated by the Board of Directors, may endorse, assign and
deliver checks, drafts and other orders for the payment of moneys which
are payable to the order of the Company.
CERTIFICATES AND TRANSFERS OF SHARES.
- -------------------------------------
46. The shares of the Company shall be represented by certificates or shall
be uncertificated. Each registered holder of shares, upon request to
the Company, shall be provided with a certificate of stock, representing
the number of shares owned by such holder. Certificates for shares of
the Company shall be in such form as shall be approved by the Board of
Directors. Such certificates shall be numbered and registered in the
order in which they are issued and shall be signed by the Chairman of
the Board, the Vice Chairman of the Board, the President or a Vice
President and the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer. Where any such certificate is countersigned
by a transfer agent, other than the Company or its employee, or by a
registrar, other than the Company or its employee, any other signature
on such certificate may be a facsimile, engraved, stamped or printed.
In the event that an officer whose facsimile signature appears on such
certificate ceases for any reason to hold the office indicated and the
Company or its transfer agent has on hand a supply of share certificates
bearing such officer's facsimile signature, such certificates may
continue to be issued and registered until such supply is exhausted.
47. Transfers of shares of the Company shall be made only on the books of
the Company by the holder thereof, or by the holder's attorney thereunto
duly authorized and on either the surrender of the certificate or
certificates for such shares properly endorsed or upon receipt of
proper transfer instructions from the registered owner of uncertificated
shares. Every certificate surrendered to the Company shall be marked
"Canceled," with the date of cancellation, and no new certificate shall
be issued in exchange therefor until the old certificate has been
surrendered and canceled, except as hereinafter provided. Uncertificated
shares shall be canceled and issuance of new equivalent uncertificated
shares shall be made to the person entitled thereto and the transaction
shall be recorded upon the books of the Company.
48. The holder of any shares of the Company shall immediately notify the
Company of any loss, destruction or mutilation of the certificate
therefor and the Company may issue a new certificate in the place of
any certificate theretofore issued by it alleged to have been lost,
destroyed or mutilated. The Board of Directors may, in its discretion,
as conditions to the issue of any such new certificate, require the
owner of the lost or destroyed certificate or the owner's legal
representatives to make proof satisfactory to the Board of Directors
of the loss or destruction thereof and to give the Company a bond in
such form, in such sum and with such surety or sureties as the Board
of Directors may direct, to indemnify the Company against any claim
that may be made against it on account of any such certificate so
alleged to have been lost or destroyed.
E-3-16
<PAGE>
DETERMINATION OF RECORD DATE.
- -----------------------------
49. In order that the Company may determine the shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment
Thereof or entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors
may fix in advance a record date which shall not be more than 60 nor
less than 10 days before the date of such meeting nor more than 60 days
prior to any other action.
If no record date is fixed:
(i) The record date for determining shareholders entitled to notice
of or to vote at a meeting of shareholders shall be at the
close of business on the day next preceding the day on which
notice is given, or if notice is waived, at the close of
business on the day next preceding the day on which the meeting
is held.
(ii) The record date for determining shareholders for any other
purpose shall be at the close of business on the day on which
the Board of Directors adopts the resolution relating thereto.
A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the
meeting provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
REGISTERED SHAREHOLDERS.
- ------------------------
50. The company shall be entitled to treat the holder of record of any share
or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest
in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the
laws of Delaware.
FISCAL YEAR.
- ------------
51. The fiscal year shall begin on the first day of January and end on the
thirty-first day of December in each year.
NOTICES.
- --------
52. Whenever under the provision of these bylaws notice is required to be
given to any director or shareholder, it shall be construed to mean
personal notice, but such notice may be given in writing, by mail, by
depositing the same in a post office or letter box, in a postpaid sealed
wrapper,
E-3-17
<PAGE>
addressed to such director or shareholder at such address as appears on
the books of the Company, or, in default of other address, to such
director or shareholder, at the General Post Office in the City of
Wilmington, Delaware, and such notice shall be deemed to be given at the
time when the same shall be thus mailed.
53. Any notice required to be given under these bylaws may be waived in
writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein.
AMENDMENTS.
- -----------
54. Except as otherwise provided in the Certificate of Incorporation of the
Company and consistent therewith, these bylaws may be altered, amended or
repealed or new bylaws may be made by the affirmative vote of the holders
of record of a majority of the shares of the Company entitled to vote,
at any annual or special meeting, provided that such proposed action
shall be stated in the notice of such meeting, or, by a vote of the
majority of the whole Board of Directors, at any regular meeting without
notice, or at any special meeting provided that notice of such proposed
action shall be stated in the notice of such special meeting.
E-3-18
<TABLE> <S> <C>
<ARTICLE>5
<LEGEND>
Exhibit 27 for Bristol-Myers Squibb Company
</LEGEND>
<MULTIPLIER>1000000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Mar-31-1996<F1>
<CASH> 1305
<SECURITIES> 501
<RECEIVABLES> 2386<F2>
<ALLOWANCES> 0
<INVENTORY> 1484
<CURRENT-ASSETS> 6762
<PP&E> 6341
<DEPRECIATION> 2576
<TOTAL-ASSETS> 13824
<CURRENT-LIABILITIES> 4760
<BONDS> 626
0
0
<COMMON> 54
<OTHER-SE> 5882
<TOTAL-LIABILITY-AND-EQUITY> 13824
<SALES> 3,669
<TOTAL-REVENUES> 3,669
<CGS> 935
<TOTAL-COSTS> 935
<OTHER-EXPENSES> 729
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 24
<INCOME-PRETAX> 1,022
<INCOME-TAX> 296
<INCOME-CONTINUING> 726
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 726
<EPS-PRIMARY> 1.44
<EPS-DILUTED> 0
<FN>
<F1>Items reported as "zero" are not applicable or are immaterial to the
consolidated financial position of the Company.
<F2>Receivables are reported net of allowances for doubtful accounts.
</TABLE>
