-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, A08/TZXqb+oZJS5Cy3c5CmRQGIO51vwphwSGNdnVnIEK8OMfY8fkKvC2XmwLwu+L tI48W4MtY7tz/PXo4YRgvg== 0000014272-95-000005.txt : 19950517 0000014272-95-000005.hdr.sgml : 19950516 ACCESSION NUMBER: 0000014272-95-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950512 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRISTOL MYERS SQUIBB CO CENTRAL INDEX KEY: 0000014272 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 220790350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01136 FILM NUMBER: 95537090 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125464000 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL MYERS CO DATE OF NAME CHANGE: 19891012 10-Q 1 FORM 10-Q FOR THE QUARTERLY PERIOD ENDED 3/31/95 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 Commission File Number 1-1136 BRISTOL-MYERS SQUIBB COMPANY (Exact name of registrant as specified in its charter) Delaware 22-079-0350 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 345 Park Avenue, New York, N.Y. 10154 (Address of principal executive offices) Telephone: (212) 546-4000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] At March 31, 1995, there were 507,014,925 shares outstanding of the Registrant's $.10 par value Common Stock. BRISTOL-MYERS SQUIBB COMPANY INDEX TO FORM 10-Q March 31, 1995 Page No. -------- Part I - Financial Information: Condensed Financial Statements (Unaudited): Consolidated Balance Sheet - March 31, 1995 and December 31, 1994 2 - 3 Consolidated Statement of Earnings for the three months ended March 31, 1995 and 1994 4 Consolidated Statement of Cash Flows for the three months ended March 31, 1995 and 1994 5 Management's Discussion and Analysis of Financial Condition and Results of Operations 6 - 9 Part II - Other Information 10 - 13 Signatures 14 - 1 - BRISTOL-MYERS SQUIBB COMPANY CONDENSED CONSOLIDATED BALANCE SHEET - ASSETS (Unaudited, in millions of dollars except share amounts) March 31, December 31, 1995 1994 ------------ ------------ Current Assets: Cash and cash equivalents $ 1,766 $ 1,642 Time deposits and marketable securities 680 781 Receivables, net of allowances 2,078 2,043 Finished goods 920 781 Work in process 179 233 Raw and packaging materials 389 383 ------- ------- Inventories 1,488 1,397 Prepaid expenses 852 847 ------- ------- Total Current Assets 6,864 6,710 ------- ------- Property, Plant and Equipment 5,960 5,836 Less: Accumulated depreciation 2,259 2,170 ------- ------- 3,701 3,666 ------- ------- Insurance Recoverable 967 968 Excess of cost over net tangible assets received in business acquisitions 1,207 939 Other Assets 715 627 ------- ------- Total Assets $13,454 $12,910 ======= ======= - 2 - BRISTOL-MYERS SQUIBB COMPANY CONDENSED CONSOLIDATED BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited, in millions of dollars except share amounts) March 31, December 31, 1995 1994 ------------ ------------ Current Liabilities: Short-term borrowings $ 796 $ 725 Accounts payable 773 693 Accrued expenses 1,676 1,481 Product liability 526 635 U.S. and foreign income taxes payable 818 740 ------- ------- Total Current Liabilities 4,589 4,274 Product Liability 1,206 1,201 Other Liabilities 1,035 1,087 Long-Term Debt 665 644 ------- ------- Total Liabilities 7,495 7,206 ------- ------- Stockholders' Equity: Preferred stock, $2 convertible series: Authorized 10 million shares; issued and outstanding 21,346 in 1995 and 21,857 in 1994, liquidation value of $50 per share - - Common stock, par value of $.10 per share: Authorized 1.5 billion shares; issued 540,175,824 in 1995 and 540,173,669 in 1994 54 54 Capital in excess of par value of stock 391 397 Cumulative translation adjustments (303) (301) Retained earnings 7,881 7,600 ------- ------- 8,023 7,750 Less cost of treasury stock - 33,160,899 common shares in 1995 and 32,887,848 in 1994 2,064 2,046 ------- ------- Total Stockholders' Equity 5,959 5,704 ------- ------- Total Liabilities and Stockholders' Equity $13,454 $12,910 ======= ======= - 3 - BRISTOL-MYERS SQUIBB COMPANY CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (Unaudited, in millions of dollars except per share amounts) Three Months Ended March 31, ------------------ 1995 1994 ------ ------ Net Sales $3,301 $2,834 ------ ------ Expenses: Cost of products sold 877 745 Marketing, selling, administrative and other 827 685 Advertising and product promotion 375 315 Research and development 290 261 ------ ------ 2,369 2,006 ------ ------ Earnings Before Income Taxes 932 828 Provision for Income Taxes 275 247 ------ ------ Net Earnings $ 657 $ 581 ====== ====== Earnings per share of common stock $ 1.29 $ 1.14 ====== ====== Average common shares outstanding (in millions) 507 511 === === Dividends per share of common stock $.74 $.73 ==== ==== - 4- BRISTOL-MYERS SQUIBB COMPANY CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited, in millions of dollars) Three Months Ended March 31, ------------------ 1995 1994 ------ ------ Cash Flows From Operating Activities: Net earnings $ 657 $ 581 Depreciation and amortization 86 80 Other operating items 14 15 Receivables 15 68 Inventories (57) (58) Prepaid expenses (46) (6) Accounts payable 65 (12) Accrued expenses 115 10 Product liability (104) (56) Income taxes 127 117 Other liabilities (119) (43) ------ ------ Net Cash Provided by Operating Activities 753 696 ------ ------ Cash Flows From Investing Activities: Proceeds from sales of time deposits and marketable securities 112 - Purchases of time deposits and marketable securities (11) (16) Additions to fixed assets (90) (107) Acquisition of business (262) - Other, net (16) (8) ------ ------ Net Cash Used in Investing Activities (267) (131) ------ ------ Cash Flows From Financing Activities: Short-term borrowings 38 31 Long-term debt (1) 33 Issuances of common stock under stock plans 16 10 Purchases of treasury stock (40) (161) Dividends paid (376) (374) ------ ------ Net Cash Used in Financing Activities (363) (461) ------ ------ Effect of Exchange Rates on Cash 1 (2) ------ ------ Increase in Cash and Cash Equivalents 124 102 Cash and Cash Equivalents at Beginning of Period 1,642 2,421 ------ ------ Cash and Cash Equivalents at End of Period $1,766 $2,523 ====== ====== - 5 - BRISTOL-MYERS SQUIBB COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (in millions of dollars, except per share amounts) Basis of Presentation - ---------------------- In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments (consisting only of normal adjustments) necessary for a fair presentation of the financial position of Bristol-Myers Squibb Company (the "Company") at March 31, 1995 and December 31, 1994, the results of operations for the three months ended March 31, 1995 and 1994, and cash flows for the three months ended March 31, 1995 and 1994. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company's 1994 Annual Report on Form 10-K. First Quarter Results of Operations - ----------------------------------- Sales - ----- Worldwide sales for the first quarter of 1995 increased 16% over the prior year to $3,301. The consolidated sales growth resulted from a 14% increase due to volume, a 2% increase due to the favorable effect of foreign currency translation, and no effect due to selling prices. Domestic sales increased 11% and international sales increased 25% (20% excluding the favorable effect of foreign currency translation). All four of the Company's core businesses had good growth, in both domestic and international markets. The three acquisitions made in the last nine months, Calgon Vestal Laboratories, Matrix Essentials, Inc. and the UPSA Group, accounted for 6% of the reported 16% increase for the Company as a whole. Worldwide sales for the first quarter of 1994 increased 3% compared to the first quarter of 1993. In general, the business of the Company's industry segments is not seasonal. Industry Segments - ----------------- Net Sales % Change ------------------ ------------------ Three Months Ended Three Months Ended ------------------ ------------------ 3/31/95 3/31/94 3/31/95 3/31/94 ------- ------- ------- ------- Pharmaceutical Products $1,895 $1,675 13% 6% Medical Devices 453 417 9% 2% Nonprescription Health Products 580 460 26% (3%) Toiletries and Beauty Aids 373 282 32% (3%) ------ ------ Total Company $3,301 $2,834 16% 3% ====== ====== Sales of the pharmaceutical products segment, which is the largest segment at 57% of total company sales, increased 13% over the first - 6 - BRISTOL-MYERS SQUIBB COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (in millions of dollars, except per share amounts) quarter of 1994 to $1,895. Sales growth resulted from a 12% increase in volume, a 1% decrease in selling prices and a 2% increase due to the favorable effect of foreign currency translation. Sales of cardiovascular drugs, the largest product group in the segment, increased to $685 from $681 in 1994. Sales of captopril, an angiotensin converting enzyme (ACE) inhibitor sold primarily under the trademark CAPOTEN* and the Company's largest selling product, were $372 compared to $374 in 1994. In the U.S., the expiration date of the CAPOTEN* patent was redefined by legislation implementing the GATT treaty to February 1996. Due to questions surrounding the implementation of the GATT legislation, the effect of the new patent expiration date on the Company's overall performance is currently being evaluated. In Germany, the patent expiration for CAPOTEN* occurred in February 1995. PRAVACHOL*, the Company's cholesterol-lowering agent, contributed to the increase in cardiovascular sales. During the first quarter the Company received regulatory approvals for pravastatin's new indication in the U.K., France, the Netherlands and New Zealand as treatment to reduce the incidence of clinical cardiac events and/or slow the progression of atherosclerosis in hypercholesterolemic patients. In the U.S., PRAVACHOL* clinical pharmacology labeling was changed to reflect a 67% reduction in the incidence of fatal and non-fatal heart attacks in hypercholesterolemic patients. Anti-infective drug sales increased 16% to $426 compared to $366 in 1994 due to increased sales of DURICEF* and CEFZIL*, oral cephalosporin antibiotics, and ZERIT*, a new antiretroviral drug approved by the FDA in June 1994, as well as strong sales of broad spectrum penicillins. In the Company's line of anti-cancer drugs, sales increased 32% to $403. TAXOL* (paclitaxel), which continues to benefit from the April 1994 approval for use in the treatment of breast cancer after failure of combination chemotherapy for metastatic disease or relapse within six months of adjuvant chemotherapy, experienced very strong growth. Sales of PLATINOL* and PARAPLATIN* also increased in domestic and international markets. Sales of central nervous system drugs increased due to introductory sales of SERZONE*, the Company's newly launched antidepressant which offers a low incidence of side effects, and increases in sales of STADOL NS*, a prescription nasal spray analgesic, and BUSPAR*, the Company's novel anti-anxiety agent. Dermatological drug sales increased primarily due to very strong sales of DOVONEX*, a vitamin D3 analogue for the treatment of moderate psoriasis. In March 1995, the Company received FDA approval to market Glucophage, a new oral anti-diabetes agent for Type II non-insulin dependent diabetes. For the first quarter of 1994, sales of the pharmaceutical products segment increased 6% over the first quarter of 1993 primarily as a result of increases in sales of cardiovascular, anti-cancer and central nervous system drugs. In the medical devices segment, sales increased 9% to $453. In January 1995, the Company acquired Calgon Vestal Laboratories, a skin care and infection control products business. Excluding the effect of the acquisition and the divestiture of Xomed-Treace, Inc. in April 1994, sales increased 5%, reflecting a 2% increase due to * Indicates brand names of products which are registered trademarks owned by the Company. - 7 - BRISTOL-MYERS SQUIBB COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (in millions of dollars, except per share amounts) volume, a 1% decrease due to selling prices, and a 4% increase due to the favorable effect of foreign currency translation. Sales of ostomy care products increased due to the growth of the ACTIVE LIFE/COLODRESS* and the SUR-FIT/ COMBIHESIVE* product lines. Worldwide sales of prosthetic implants, which were adversely affected by competitive pressures, increased 1% with growth of the Insall/Burstein II Modular Total Knee System, the MGII* Total Knee System, and the CENTRALIGN* Precoat Hip Prosthesis. During the first quarter, the Company launched the NEXGEN* Complete Knee Solution, its advanced knee replacement system. In the Company's line of wound care products, sales increased reflecting volume growth of DUODERM* products. For the first quarter of 1994, medical devices segment sales increased 2% (an increase of 5% excluding the effect of businesses divested in the fourth quarter of 1993) over the prior year due to increased sales of prosthetic implants, ostomy and wound care products. Sales of the nonprescription health products segment increased 26% to $580. In September 1994, the Company acquired the remaining ownership interest of the UPSA Group, the leading maker and marketer of analgesics in France and Belgium and a world leader in effervescent technology. Excluding the acquisition of UPSA, sales increased 9%, reflecting a 6% increase due to volume, a 2% increase due to selling prices, and a 1% increase due to the favorable effect of foreign currency translation. ENFAMIL* and PROSOBEE* infant formula sales increased with the addition of new sole-source contracts in late 1994 and early 1995 under the federal government's Women, Infants and Children program. Sales of LACTOFREE*, a milk-based, lactose-free infant formula, and NUTRAMIGEN* infant formula also increased. Sales of analgesics also increased due to the sales of EXCEDRIN* in the U.S. and the strong sales of BUFFERIN* in Japan. With the addition of EFFERALGAN*, ASPIRINE UPSA* and DAFALGAN* from UPSA, the Company's participation in Europe's growing self-medication market place has been enhanced. For the first quarter of 1994, the nonprescription health products segment sales were 3% below the first quarter of the prior year primarily as a result of decreases in sales of analgesics, cough/cold remedies and Gerber Baby Formula. Sales of the toiletries and beauty aids segment increased 32% over the prior year to $373. In August 1994, the Company acquired Matrix Essentials, Inc., the leading manufacturer in North America of professional hair care and beauty products sold exclusively in beauty salons. Excluding the acquisition of Matrix, sales increased 11%, reflecting a 10% increase due to volume, a 3% increase due to selling prices, and a 2% decrease due to the unfavorable effect of foreign currency translation. Strong market growth led to increased sales of haircoloring products. Introductory sales of NATURAL INSTINCTS*, launched in the U.S. in the latter part of 1994, contributed to the sales growth in haircoloring products. Sales of hair care products increased, benefiting from the addition of the SYSTEME BIOLAGE*, VAVOOM!* and MATRIX ESSENTIALS* lines from Matrix, as well as the launch of the HERBAL ESSENCES* complete line of shampoos and conditioners. For the first quarter of 1994, sales of the toiletries and beauty aids segment were 3% below the first quarter of the prior year (an - 8 - BRISTOL-MYERS SQUIBB COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (in millions of dollars, except per share amounts) increase of 2% excluding the effect of businesses divested in the fourth quarter of 1993) as increased sales of haircoloring and skin care products were more than offset by decreased sales of anti- perspirants and hair care products. Cost of Products Sold and Operating Expenses - -------------------------------------------- Total costs and expenses for the quarters ended March 31, 1995 and 1994 as a percentage of sales were 71.8% and 70.8%, respectively, increasing primarily due to the acquired businesses. Cost of products sold increased to 26.6% of sales from 26.3% in 1994. Marketing, selling, administrative and other expenses as a percentage of sales were 25.1% in 1995 and 24.2% in 1994. Expenditures for advertising and promotion in support of new and existing products increased 19% to $375 from $315 in 1994. Research and development expenses increased 11% to $290 from $261 in 1994, and as a percentage of sales were 8.8% compared to 9.2%. Pharmaceutical research and development spending increased 10% over the prior year and as a percentage of pharmaceutical sales, was 13.0% compared to 13.4% in 1994. Earnings - -------- Earnings before income taxes for the first quarter increased 13% to $932 from $828 in 1994. Net earnings increased 13% to $657 from $581 and earnings per share increased 13% to $1.29 from $1.14 in 1994. Financial Position - ------------------ The balance sheet at March 31, 1995 and the statement of cash flows for the three months then ended reflect the Company's strong financial position. The Company continues to maintain a high level of working capital totaling $2,275 at March 31, 1995 compared to $2,436 at December 31, 1994. Internally generated funds continue to be the Company's primary source for financing expenditures for new plant and equipment. Additions to fixed assets for the three months ended March 31, 1995 were $90 compared to $107 during the same period of 1994. During the three months ended March 31, 1995, the Company purchased 651,600 shares of its common stock. Reference is made to Part II, Item 1 - Legal Proceedings in which developments are described for various lawsuits, claims and proceedings in which the Company is involved. - 9 - BRISTOL-MYERS SQUIBB COMPANY PART II - OTHER INFORMATION --------------------------- Item 1. Legal Proceedings - -------------------------- Various lawsuits, claims and proceedings of a nature considered normal to its business are pending against the Company and certain of its subsidiaries. The most significant of these are reported in the Company's Form 10-K for the fiscal year ended December 31, 1994 with material developments since that report described below. Breast Implant Litigation - ------------------------- At the end of April, 1995, the federal judge overseeing the pending settlement of the breast implant litigation concluded from a random sampling of claims filed during the settlement process that the total amount of the "current claims" portion of the settlement that are likely to be approved for payment would substantially exceed the amount allocated for that purpose. Under the global settlement agreement, approximately $1.2 billion of the $4.25 billion settlement total for all defendants is presently allocated to this "current claims" fund. The settlement agreement provides that if current claims do exceed the amount allocated, a reduction of the amount to be paid to individual claimants would be required. This would afford class members a "second opt out" right permitting them to pursue their claims individually. If claimants opt out because of such reduction, defendants may choose to withdraw from the settlement. The settlement agreement requires that before any such reduction, the parties attempt to negotiate satisfactory adjustments. At the judge's request, the Company and the other parties to the settlement agreement have commenced such negotiations. Infant Formula Matters - ---------------------- The Company, one of its subsidiaries and others are defendants in 22 antitrust actions in 19 states filed on behalf of purported statewide classes of indirect purchasers of infant formula products and by the Attorneys General of Mississippi and Texas alleging a price fixing conspiracy and other violations of state antitrust or deceptive trade practices laws and seeking certification of statewide classes, damages, statutory and civil penalties and other relief. In the Louisiana indirect purchaser case, the federal district court's decision to remand the case has been reversed by the appellate court with directions to the federal district court to retain jurisdiction. In Nevada, the state court dismissed the complaint but plaintiffs are expected to appeal as has been done in the already dismissed Colorado and Florida state actions. The suit filed by the State of Louisiana in federal court is still pending. The investigations of domestic infant formula pricing and marketing started by five state Attorneys General are still pending. The civil and criminal inquiries by the Canadian Bureau of Competition Policy into alleged anticompetitive practices by the Company and certain other members of the Canadian infant formula industry are ongoing. While it is not possible to determine the outcome of the foregoing and of other pending matters, the Company believes that - 10 - BRISTOL-MYERS SQUIBB COMPANY PART II - OTHER INFORMATION --------------------------- the ultimate disposition of such matters will not have a material adverse effect on the Company's operating results, liquidity or consolidated financial position. Pharmaceutical Pricing Litigation - --------------------------------- The Company, along with more than 30 other pharmaceutical manufacturers, drug wholesalers and pharmacy benefit managers, is a defendant in over 100 actions brought by over 3000 plaintiffs in various federal courts seeking damages and injunctive relief under the federal antitrust laws for alleged antitrust violations in the pricing and marketing of brand-name prescription drugs. The federal court cases have been transferred for pre-trial purposes to the United States District Court for the Northern District of Illinois. These lawsuits are of three different varieties: (1) individual actions by independent retail pharmacies; (2) class actions by retail pharmacies seeking to represent a class comprised of those alleged to be similarly situated; and (3) individual actions by large retail pharmacy chains and supermarkets. Discovery is ongoing in the cases. The defendants have entered into a Judgment Sharing Agreement; the Court has denied plaintiffs' motion seeking to invalidate that arrangement. The Court has set a trial date of April 1, 1996. A Case Management Order agreed to by the defendants and counsel for the individual and chain store plaintiffs stipulates that discovery of those plaintiffs' price discrimination claims under the federal Robinson-Patman Act will go forward now only as to a subset of 20 individual drug stores and four chain stores as plaintiffs against a subset of five pharmaceutical manufacturer defendants, not including the Company. In addition, the Company, along with other pharmaceutical manufacturers, wholesalers, certain pharmacy benefit managers and others, has been named as a defendant in state court actions commenced in California, Alabama, Wisconsin, Washington and Minnesota. These actions seek damages and injunctive relief under antitrust and other laws of the states in question for alleged violations in the pricing of prescription drugs, in some cases including those not sold under brand names. The actions in Wisconsin and Minnesota and several of the California actions are brought on behalf of purported classes of retail pharmacies. The Alabama case is brought on behalf of individual retail pharmacies and also asserts a claim for fraud. The Washington action and one of the California actions are brought on behalf of purported classes of consumers. Discovery has commenced in some of these actions. Others are still at the pleading stage. The Company believes that these actions are without merit and that their ultimate disposition will not have a material adverse effect on the Company's results of operations, liquidity or consolidated financial position. Securities Litigation - --------------------- On April 5, 1995, the United States District Court for the Southern District of New York entered a final judgment approving the settlement of a class action which alleged violations of federal securities laws and regulations in connection with, among other - 11 - BRISTOL-MYERS SQUIBB COMPANY PART II - OTHER INFORMATION --------------------------- things, earnings projections. The settlement will not have a material adverse effect on the Company's operating results, liquidity or consolidated financial position. Item 4. Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------ The Annual Meeting of Stockholders was held on May 2, 1995 for the purpose of: A. election of directors; B. ratification of the appointment of Price Waterhouse LLP as independent accountants for the year 1995; C. voting on a stockholder-proposed resolution to establish a one-year term of office for directors; D. voting on a stockholder-proposed resolution to withdraw the retirement plan for non-employee directors. At the meeting, 444,095,057 shares of the Registrant's Common and $2 Convertible Preferred Stock were represented. The following persons were elected to the Board of Directors of the Registrant at the meeting to serve until the 1998 Annual Meeting: Louis V. Gerstner, Jr. Charles A. Heimbold, Jr. Kenneth E. Weg Mr. Gerstner received 440,117,096 votes for election, votes were withheld on proxies for 3,977,961 shares and there were no broker non-votes. Mr. Heimbold received 440,154,738 votes for election, votes were withheld on proxies for 3,940,319 shares and there were no broker non-votes. Mr. Weg received 440,039,463 votes for election, votes were withheld on proxies for 4,055,594 shares and there were no broker non-votes. Ellen V. Futter, Andrew C. Sigler and Louis W. Sullivan, M.D., continue as directors with terms expiring at the 1996 Annual Meeting. Robert E. Allen, Michael E. Autera, John D. Macomber and James D. Robinson III continue as directors with terms expiring at the 1997 Annual Meeting. The appointment of Price Waterhouse LLP was ratified by a vote of 440,385,413 shares in favor of the appointment, with 1,953,586 shares voting against, 1,755,257 shares abstaining and 801 broker non-votes. The stockholder-proposed resolution recommending that the Board of Directors take the necessary steps to reinstate the election of directors annually was defeated by a vote of 233,471,387 shares against the proposal, 125,462,056 shares voting for the proposal, 7,478,344 abstaining and 77,683,270 broker non-votes. - 12 - BRISTOL-MYERS SQUIBB COMPANY PART II - OTHER INFORMATION --------------------------- The stockholder-proposed resolution recommending that the Board of Directors withdraw the retirement plan for non-employee directors was defeated by a vote of 275,491,768 shares against the proposal, 79,962,933 shares voting for the proposal, 10,954,688 shares abstaining and 77,685,668 broker non-votes. Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (a)Exhibits (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K). Exhibit Number and Description Page - ------------------------------ ---- 3b. Bylaws of Bristol-Myers Squibb Company, as amended effective May 2, 1995. E-1-1 27. Bristol-Myers Squibb Company Financial Data Schedule. E-2-1 (b) Reports on Form 8-K. The Registrant did not file any reports on Form 8-K during the quarter ended March 31, 1995. The Registrant filed a report on Form 8-K on May 3, 1995, reporting a development in Item 3, Legal Proceedings, in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 in connection with the Breast Implant Litigation. - 13 - BRISTOL-MYERS SQUIBB COMPANY SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BRISTOL-MYERS SQUIBB COMPANY ---------------------------- (Registrant) Date May 11, 1995 /s/ Harrison M. Bains, Jr. ---------------------------- ----------------------------- Harrison M. Bains, Jr. Vice President and Treasurer Date May 11, 1995 /s/ Frederick S. Schiff ---------------------------- ----------------------------- Frederick S. Schiff Vice President and Controller - 14 - EX-3 2 AMENDED BYLAWS OF BRISTOL-MYERS SQUIBB COMPANY Exhibit 3b ---------- BRISTOL-MYERS SQUIBB COMPANY BYLAWS As Adopted on November 1, 1965 And as Amended to May 2, 1995 E-1-1 I N D E X BYLAW NO. SUBJECT Page No. - --------- ------- -------- 1. Principal Office...............................................1 2. Other Offices..................................................1 3. Seal...........................................................1 4. Meetings of Shareholders -- Date and Time......................1-2 5. Meetings of Shareholders -- Place..............................2 6. Meetings of Shareholders -- No Action By Written Consent, Call.2 7. Meetings of Shareholders -- Notice.............................2 8. Meetings of Shareholders -- Quorum.............................2-3 9. Meetings of Shareholders -- Presiding Officer and Secretary....3 10. Meetings of Shareholders -- Voting.............................3 11. Meetings of Shareholders -- Voting List........................3-4 12. Annual Meeting of Shareholders -- Statement of Business and Condition of Company.......................................4 13. Meetings of Shareholders -- Inspectors of Election.............4 14. Board of Directors -- Powers...................................4 15. Board of Directors -- Number, Election, Term, Resignation or Retirement, Removal and Filling Vacancies..................4-6 16. Board of Directors -- Location of Meetings and Books...........6 17. Board of Directors -- Scheduling of Regular Meetings...........6 18. Board of Directors -- Scheduling of Special Meetings...........6 E-1-2 BYLAW NO. SUBJECT Page No. - --------- ------- -------- 19. Board of Directors -- Waiver of Meeting Notice and Action by Consent....................................................6 20. Board of Directors -- Quorum for Meeting........................7 21. Board of Directors -- Meeting Procedure.........................7 22. Board of Directors -- Fees.....................................7 23. Board of Directors -- Indemnification...........................8 24. Committees of the Board -- Executive, Audit, Others.............9-10 25. Committees of the Board -- Minutes and Reports..................10 26. Officers........................................................10 27. Officers -- Election and Term...................................11 28. Appointment of Other Officers, Committees or Agents.............11 29. Officers -- Removal.............................................11 30. Officers -- Resignation.........................................11 31. Officers -- Unable to Perform Duties............................11-12 32. Officers -- Vacancy.............................................12 33. The Chairman of the Board -- Powers and Duties..................12 34. Vice Chairman of the Board -- Powers and Duties.................12 35. Duties of President.............................................12 36. Vice Presidents -- Powers and Duties............................12 37. The Treasurer -- Powers and Duties..............................13 E-1-3 BYLAW NO. SUBJECT Page No. - --------- ------- -------- 38. The Secretary -- Powers and Duties...............................13 39. The Controller -- Powers and Duties..............................13 40. Assistant Treasurers and Assistant Secretaries -- Powers and Duties.........................................................13 41. Officers -- Compensation.........................................14 42. Contracts, Other Instruments, Authority to Enter Into or Execute.14 43. Loans and Negotiable Paper.......................................14 44. Checks, Drafts, etc..............................................14 45. Banks -- Deposit of Funds........................................14-15 46. Stock Certificates -- Form, Issuance.............................15 47. Stock -- Transfer................................................15 48. Stock Certificates -- Loss, Replacement..........................15-16 49. Record Dates.....................................................16 50. Registered Shareholders..........................................16-17 51. Fiscal Year......................................................17 52. Notices..........................................................17 53. Notices -- Waiver................................................17 54. Amendments of Bylaws.............................................17 E-1-4 BYLAWS of BRISTOL-MYERS SQUIBB COMPANY OFFICES. 1. The registered office of the Company shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof is The Corporation Trust Company. 2. The Company may also have offices at such place or places as the Board of Directors may from time to time appoint or the business of the Company may require. SEAL. 3. The corporate seal shall have inscribed thereon the name of the Company, the year of its organization and the words "Corporate Seal, Delaware." Said seal may be used in causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. MEETINGS OF SHAREHOLDERS. 4. The annual meeting of the shareholders for the election of directors and for the transaction of any other proper business, notice of which was given in the notice of meeting, shall be held at such time as the Board of Directors may determine. If the annual meeting for the election of directors is not held on the date designated therefor, the directors shall cause the meeting to be held as soon thereafter as convenient. 5. Meetings of the shareholders may be held at such places either within or without the State of Delaware as the Board of Directors may determine. 6. Any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of such stockholders and may not be effected by any consent in writing by such stockholders. Except as otherwise required by law and subject to the rights under Article FOURTH of the Certificate of Incorporation of the Company of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special meetings of stockholders of the Company may be called only by the Chairman of the Board or by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors. 7. Except as hereinafter provided or as may be otherwise required by E-1-5 law, notice of the place, date and hour of holding each annual and special meeting of the shareholders shall be in writing and shall be delivered personally or mailed in a postage prepaid envelope, not less than ten days before such meeting, to each person who appears on the books of the Company as a shareholder entitled to vote at such meeting, and to any shareholders who, by reason of any action proposed at such meeting, would be entitled to have their shares appraised if such action were taken. The notice of every special meeting, besides stating the time and place of such meeting, shall state briefly the purpose or purposes thereof; and no business other than that specified in such notice or germane thereto shall be transacted at the meeting, except with the unanimous consent in writing of the holders of record of all of the shares of the Company entitled to vote at such meeting. Notice of any meeting of shareholders shall not be required to be given to any shareholder entitled to participate in any action proposed to be taken at such meeting who shall attend such meeting in person or by proxy or who before or after any such meeting shall waive notice thereof in writing or by telegram, cable or wireless. Notice of any adjourned meeting need not be given. 8. At all meetings of shareholders of the Company, except as otherwise provided by law, the holders of a majority in number of the outstanding shares of the Company, present in person or by proxy and entitled to vote thereat, shall constitute a quorum for the transaction of business. In the absence of a quorum the holders of a majority in number of the shares of stock so present or represented and entitled to vote may adjourn the meeting from time to time until a quorum is present. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called. 9. The Chairman of the Board shall preside as chairman at every meeting of shareholders. The Chairman of the Board may designate another officer of the Company or any shareholder to preside as chairman of a meeting of shareholders in place of the Chairman of the Board and in the absence of the Chairman of the Board and an officer or shareholder designated by the Chairman of the Board to preside as chairman of the meeting, the Board of Directors may designate an officer or shareholder to preside as chairman of the meeting. In the event the Chairman of the Board and the Board of Directors fail to so designate a chairman of the meeting the shareholders may designate an officer or shareholder as chairman. The Secretary shall act as secretary of the meeting, or, in the absence of the Secretary, the presiding officer shall appoint a secretary of the meeting. 10. At each meeting of the shareholders every shareholder of record entitled to vote thereat shall be entitled to one vote for each share of the Company standing in that shareholder's name on the books of the Company provided that no share of stock shall be voted at any election of directors which shall have been transferred on the books of the Company later than the record date announced by the Board of Directors or fixed by operation of these bylaws The vote on shares may be given by the shareholder entitled thereto in person or by proxy duly appointed by an instrument in writing subscribed by such shareholder or that shareholder's duly authorized attorney, and delivered to the secretary of the meeting; provided, however, that no proxy shall E-1-6 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-1-7 (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. E-1-8 (f) Subject to the rights under Article FOURTH of the Certificate of Incorporation of the Company of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been elected and qualified. 16. The directors may hold their meetings and keep the books of the Company at such place or places as they may from time to time determine. 17. Regular meetings of the Board of Directors may be held at such time as may be fixed from time to time by resolution of the Board of Directors. Unless required by said resolution, notice of any such meeting need not be given. 18. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board or any of three of the directors for the time being in office. Notice of each such special meeting shall be mailed, postage prepaid, to each director, addressed to the director at the director's residence or usual place of business, at least two days before the day on which the meeting is to be held, or shall be sent to the director at such place by telegraph, cable, or wireless, or be delivered personally or by telephone, not later than the day before the day on which the meeting is to be held. Every such notice shall state the time and place but, except as provided by these bylaws or by resolution of the Board of Directors, need not state the purposes of the meetings. 19. Anything in these bylaws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, notice of any meeting of the Board of Directors need not be given to any director, if, before or after any such meeting, notice thereof shall be waived by such director in writing or by telegraph, cable or wireless. Any meeting of the Board of Directors shall be a legal meeting without any notice having been given or regardless of the giving of any notice or the adoption of any resolution in reference thereto, if all the directors shall be present thereat or shall have so waived notice thereof. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board and such written consent is filed with the minutes of proceedings of the Board of Directors. 20. Five of the directors in office at the time of any regular or special meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting and except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these bylaws, the act of a majority of the directors present at any such meeting at which a E-1-9 quorum is present shall be the act of the Board of Directors. In the absence of a quorum a majority of the directors present may adjourn any meeting from time to time until a quorum is present. Notice of any adjourned meeting need not be given. The directors shall act only as a board and the individual directors shall have no power as such. 21. At each meeting of the Board of Directors the Chairman of the Board shall preside. The Chairman of the Board may designate another member of the Board of Directors to preside as chairman of a meeting in place of the Chairman of the Board and in the absence of the Chairman of the Board and any member of the Board of Directors designated by the Chairman of the Board to preside as chairman of the meeting a majority of the directors present may designate a member of the Board of Directors as chairman to preside at the meeting. The Secretary of the Company or, in the absence of the Secretary, a person appointed by the chairman of the meeting, shall act as secretary of the Board of Directors. The Board of Directors may adopt such rules and regulations for the conduct of their meetings and the management of the affairs of the Company as they shall deem proper and not inconsistent with the law or with these bylaws. At all meetings of the Board of Directors business shall be transacted in such order as the Board of Directors may determine. 22. Each director shall be paid such fee, if any, for each meeting of the Board attended and/or such annual fee as shall be determined from time to time by resolution of the Board of Directors, provided that nothing herein contained shall be construed to prevent any director from serving the Company in any other capacity and receiving compensation therefor. 23.(a) Definitions. As used herein, the term "director" shall include each present and former director of the Company and the term "officer" shall include each present and former officer of the Company as such, and the terms "director" and "officer" shall also include each employee of the Company, who, at the Company's request, is serving or may have served as a director or officer of another corporation in which the Company owns directly or indirectly, shares of capital stock or of which it is a creditor. The term "officer" also includes each assistant or divisional officer. The term "expenses" shall include, but not be limited to, reasonable amounts for attorney's fees, costs, disbursements and other expenses and the amount or amounts of judgments, fines, penalties and other liabilities. (b) Indemnification Granted. Each director and officer shall be and hereby is indemnified by the Company, to the full extent permitted by law, against: (i) expenses incurred or paid by the director or officer in connection with any claim made against such director or officer, or any actual or threatened action, suit or proceeding (civil, criminal, administrative, investigative or other, including appeals and whether or not relating to a date prior to the adoption of this bylaw) in which such director or officer may be involved as a party or otherwise, by reason of being or having been a director or officer of the Company, or of serving or having served at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or E-1-10 other enterprise, or by reason of any action taken or not taken by such director or officer in such capacity, and (ii) the amount or amounts paid by the director or officer in settlement of any such claim, action, suit or proceeding or any judgment or order entered therein, however, notwithstanding anything to the contrary herein where a director or officer seeks indemnification in connection with a proceeding voluntarily initiated by such director or officer the right to indemnification granted hereunder shall be limited to proceedings where such director or officer has been wholly successful on the merits. (c) Miscellaneous. (i) Expenses incurred and amounts paid in settlement with respect to any claim, action, suit or proceeding of the character described in paragraph (b)(i) above may be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amounts as shall not ultimately be determined to be payable to such recipient under this bylaw. (ii) The rights of indemnification herein provided for shall be severable, shall not be exclusive of other rights to which any director or officer now or hereafter may be entitled, shall continue as to a person who has ceased to be an indemnified person and shall inure to the benefit of the heirs, executors, administrators and other legal representatives of such a person. (iii) The provisions of this bylaw shall be deemed to be a contract between the Company and each director or officer who serves in such capacity at any time while such bylaw is in effect. (iv) The Board of Directors shall have power on behalf of the Company to grant indemnification to any person other than a director or officer to such extent as the Board in its discretion may from time to time determine. COMMITTEES OF THE BOARD. 24.(a) The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board of Directors, designate an Executive Committee (and may discontinue the same at any time) to consist of three or more of the Directors of the Company. The members shall be appointed by the Board of Directors and shall hold office during the pleasure of the Board of Directors; provided, however, that in the absence or disqualification of any member of the Executive Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The Executive Committee shall have and may exercise, during the intervals between the meetings of the Board of Directors, all of the powers of the Board of Directors in the management of the business and affairs of the Company (and shall have power to authorize the seal of the Company to be affixed to all papers which may require it), E-1-11 except that the Executive Committee shall have no power to (i) elect Directors to fill any vacancies or appoint any officers; (ii) fix the compensation of any officer or the compensation of any Director for serving on the Board of Directors or on any committee; (iii) declare any dividend or make any other distribution to the shareholders of the Company; (iv) submit to shareholders any action that needs shareholder authorization; (v) amend or repeal the bylaws or adopt any new bylaw; (vi) amend or repeal any resolution of the Board of Directors which by its terms shall not be so amendable or repealable; (vii) take any final action with respect to the acquisition or disposition of any business at a price in excess of $20,000,000. (b) The Board of Directors shall, by resolution or resolutions, passed by a majority of the whole Board of Directors designate an Audit Committee to consist of three or more non-employee directors of the Company free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment as a Committee member. Any director who is a former employee of the Company may not serve on the Audit Committee. The members of the Audit Committee shall be appointed by and hold office during the pleasure of the Board of Directors. A majority of the members of the Audit Committee will constitute a quorum for the transaction of business. It shall be the duty of the Audit Committee (i) to recommend to the Board of Directors a firm of independent accountants to perform the examination of the annual financial statements of the Company; (ii) to review with the independent accountants and with the Controller the proposed scope of the annual audit, past audit experience, the Company's internal audit program, recently completed internal audits and other matters bearing upon the scope of the audit; (iii) to review with the independent accountants and with the Controller significant matters revealed in the course of the audit of the annual financial statements of the Company; (iv) to review on an annual basis that the Company's Statement of Business Conduct and Corporate Policies relating thereto has been communicated by the Company to all key employees of the Company and its subsidiaries throughout the world with a direction that all such key employees certify that they have read, understand and are not aware of any violation of the Statement of Business Conduct; (v) to review with the Controller any suggestions and recommendations of the independent accountants concerning the internal control standards and the accounting procedures of the Company; (vi) to meet on a regular basis with a representative or representatives of the Internal Audit Department of the Company and to review the Internal Audit Department's Reports of Operations; (vii) to report its activities and actions to the Board of Directors at least once each fiscal year. (c) The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate such other committees as may be deemed advisable (and may discontinue the same at any time), to consist of two or more of the directors of the Company. The members shall be appointed by and shall hold office during the pleasure of the Board of Directors, and the Board of Directors shall prescribe the name or names of such committees, the number of their members and their duties and powers. (d) Any action required or permitted to be taken at any meeting of E-1-12 any committee may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the committee and such written consent is filed with the minutes of proceedings of the committee. 25. All committees shall keep written minutes of their proceedings and report the same to the Board of Directors when required. OFFICERS. 26. The officers of the Company shall be a Chairman of the Board, a Vice Chairman of the Board, a President, two or more Vice Presidents (which shall include Senior Vice President, Executive Vice President and other Vice President titles), a Treasurer, a Secretary, a Controller, and such other officers as may be appointed in accordance with these bylaws. The Secretary and Treasurer may be the same person, or a Vice President may hold at the same time the office of Secretary, Treasurer, or Controller. 27. The officers of the Company shall be chosen by the Board of Directors. Each officer shall hold office until a successor shall have been duly chosen and shall have qualified or until the death or retirement of the officer or until the officer shall resign or shall have been removed in the manner hereinafter provided. The Chairman of the Board and the Vice Chairman of the Board shall be chosen from among the directors. 28. The Board of Directors may appoint such other officers, committees or agents, as the business of the Company may require, including one or more Assistant Treasurers and one or more Assistant Secretaries, each of whom shall hold office for such period, and have such authority and perform such duties as are provided in these bylaws or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to appoint and to remove any such subordinate officer or agent. 29. Subject to the provisions of any written agreement, any officer may be removed, either with or without cause, by a vote of the majority of the whole Board of Directors at a regular meeting or a special meeting called for the purpose. Any officer, except an officer elected by the Board of Directors, may also be removed, with or without cause, by any committee or superior officer upon whom such power of removal may be conferred by the Board of Directors. 30. Subject to the provisions of any written agreement, any officer may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board or the Secretary of the Company. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 31. Except as otherwise provided in these bylaws, in the event any officer shall be unable to perform the duties of the office held, whether by reason of absence, disability or otherwise, the Chairman of the Board may designate another officer of the Company to assume the duties of the officer who is unable to carry out the duties of the office; in the event the Chairman of the Board shall be absent and unable to perform the duties of the E-1-13 office of Chairman of the Board, the Chairman of the Board shall designate another officer to assume the duties of the Chairman of the Board; if another officer has not been designated by the Chairman of the Board to assume the duties of the Chairman of the Board, then the Board of Directors shall designate another officer to assume the duties of the Chairman of the Board; in the event the Chairman of the Board shall be disabled and unable to perform the duties of the office of Chairman of the Board, then the Board of Directors shall designate another officer to assume the duties of the Chairman of the Board. Any officer designated to assume the duties of another officer shall have all the powers of and be subject to all the restrictions imposed upon the officer whose duties have been assumed. 32. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed by these bylaws for the regular appointment or election to such office. 33. The Chairman of the Board shall be the chief executive officer of the Company and shall have general supervision of the business and operations of the Company, subject, however, to the control of the Board of Directors. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors. The Chairman of the Board shall perform all of the duties usually incumbent upon a chief executive officer of a corporation and incident to the office of the Chairman of the Board. The Chairman of the Board shall also have such powers and perform such duties as are assigned by these bylaws and shall have such other powers and perform such other duties, not inconsistent with these bylaws, as may from time to time be assigned by the Board of Directors. 34. The Vice Chairman shall have such powers and perform such duties as are assigned by these bylaws and shall have such other powers and perform such other duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors or the Chairman of the Board. 35. The President shall have such powers and perform such duties as are assigned by these bylaws and shall have such other powers and perform such other duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors or the Chairman of the Board. 36. Each Vice President shall have such powers and perform such duties as are assigned by these bylaws and shall have such other powers and perform such other duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors or the Chairman of the Board. 37. The Treasurer shall have charge and custody of, and be responsible for, all funds of the Company. The Treasurer shall regularly enter or cause to be entered in books to be kept by the Treasurer or under the Treasurer's direction for this purpose full and adequate account of all moneys received or paid by the Treasurer for the account of the Company; the Treasurer shall exhibit such books of account and records to any of the directors of the Company at any time upon request at the office of the Company where such books and records shall be kept and shall render a detailed statement of these accounts and records to the E-1-14 Board of Directors as often as it shall require the same. The Treasurer shall also have such powers and perform such duties as are assigned the Treasurer by these bylaws and shall have such other powers and perform such other duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors. 38. It shall be the duty of the Secretary to act as Secretary of all meetings of the Board of Directors and of the shareholders of the Company, and to keep the minutes of all such meetings in the proper book or books to be provided for that purpose; the Secretary shall see that all notices required to be given by or for the Company or the Board of Directors or any committee are duly given and served; the Secretary shall be custodian of the seal of the Company and shall affix the seal, or cause it to be affixed, to all documents, the execution of which on behalf of the Company, under its seal shall have been duly authorized in accordance with the provisions of these bylaws. The Secretary shall have charge of the share records and also of the other books, records, and papers of the Company relating to its organization and management as a corporation and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall in general perform all the duties usually incident to the office of Secretary. The Secretary shall also have such powers and perform such duties as are assigned by these bylaws, and shall have such other powers and perform such other duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors. 39. The Controller shall perform the usual duties pertaining to the office of the Controller. The Controller shall have charge of the supervision of the accounting system of the Company, including the preparation and filing of all reports required by law to be made to any public authorities and officials, and shall also have such powers and perform such duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors. 40. The Assistant Treasurers and the Assistant Secretaries shall have such powers and perform such duties as are assigned to them by these bylaws and shall have such other powers and perform such other duties, not inconsistent with these bylaws, as from time to time may be assigned to them by the Treasurer or the Secretary, respectively, or by the Board of Directors. 41. The compensation of the Chairman of the Board, Vice Chairman of the Board, President, Vice President, Treasurer, Secretary and Controller shall be fixed by the Board of Directors. The compensation of such other officers as may be appointed in accordance with the provisions of these bylaws may be fixed by the Chairman of the Board. No officer shall be prevented from receiving such compensation by reason of also being a director of the Company. CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC. 42. The Board of Directors except as in these bylaws otherwise provided, may authorize any officer or officers, agent or agents, in the name of and on behalf of the Company, to enter into any contract or execute and deliver any instrument, and such E-1-15 authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors or expressly authorized by these bylaws, no officer or agent or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it pecuniarily liable for any purpose or to any amount. 43. No loans shall be contracted on behalf of the Company and no negotiable paper shall be issued in its name unless authorized by resolution of the Board of Directors. When authorized by the Board of Directors, any officer or agent of the Company thereunto authorized may effect loans and advances at any time for the Company from any bank, trust company, or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds, or other certificates or evidences of indebtedness of the Company and, when authorized so to do, may pledge, hypothecate or transfer any securities or other property of the Company as security for any such loans or advances. Such authority may be general or confined to specified instances. 44. All checks, drafts and other orders for the payment of moneys out of the funds of the Company and all notes or other evidences of indebtedness of the Company shall be signed on behalf of the Company in such manner as shall from time to time be determined by resolution of the Board of Directors. 45. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the Board of Directors may select or as may be selected by any officer or officers, agent or agents of the Company to whom such power may from time to time be delegated by the Board of Directors; and for the purpose of such deposit, the Chairman of the Board, the Vice Chairman of the Board, the President, a Vice President, the Treasurer, the Controller, the Secretary or any other officer or agent or employee of the Company to whom such power may be delegated by the Board of Directors, may endorse, assign and deliver checks, drafts and other orders for the payment of moneys which are payable to the order of the Company. CERTIFICATES AND TRANSFERS OF SHARES. 46. Certificates for shares of the Company shall be in such form as shall be approved by the Board of Directors. Such certificates shall be numbered and registered in the order in which they are issued and shall be signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. Where any such certificate is countersigned by a transfer agent, other than the Company or its employee, or by a registrar, other than the Company or its employee, any other signature on such certificate may be a facsimile, engraved, stamped or printed. In the event that an officer whose facsimile signature appears on such certificate ceases for any reason to hold the office indicated and the Company or its transfer agent has on hand a supply of share certificates bearing such officer's facsimile signature, such certificates may continue to be issued and registered until such supply is exhausted. 47. Transfers of shares of the Company shall be made only on the E-1-16 books of the Company by the holder thereof, or by the holder's attorney thereunto duly authorized and on surrender of the certificate or certificates for such shares properly endorsed. Every certificate surrendered to the Company shall be marked "Cancelled," with the date of cancellation, and no new certificate shall be issued in exchange therefor until the old certificate has been surrendered and cancelled, except as hereinafter provided. 48. The holder of any shares of the Company shall immediately notify the Company of any loss, destruction or mutilation of the certificate therefor and the Company may issue a new certificate in the place of any certificate theretofore issued by it alleged to have been lost, destroyed or mutilated. The Board of Directors may, in its discretion, as conditions to the issue of any such new certificate, require the owner of the lost or destroyed certificate or the owner's legal representatives to make proof satisfactory to the Board of Directors of the loss or destruction thereof and to give the Company a bond in such form, in such sum and with such surety or sureties as the Board of Directors may direct, to indemnify the Company against any claim that may be made against it on account of any such certificate so alleged to have been lost or destroyed. DETERMINATION OF RECORD DATE. 49. In order that the Company may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix in advance a record date which shall not be more than 60 nor less than 10 days before the date of such meeting nor more than 60 days prior to any other action. If no record date is fixed: (i) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. (ii) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. REGISTERED SHAREHOLDERS. 50. The Company shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other E-1-17 person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware. FISCAL YEAR. 51. The fiscal year shall begin on the first day of January and end on the thirty-first day of December in each year. NOTICES. 52. Whenever under the provision of these bylaws notice is required to be given to any director or shareholder, it shall be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to such director or shareholder at such address as appears on the books of the Company, or, in default of other address, to such director or shareholder, at the General Post Office in the City of Wilmington, Delaware, and such notice shall be deemed to be given at the time when the same shall be thus mailed. 53. Any notice required to be given under these bylaws may be waived in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein. AMENDMENTS. 54. Except as otherwise provided in the Certificate of Incorporation of the Company and consistent therewith, these bylaws may be altered, amended or repealed or new bylaws may be made by the affirmative vote of the holders of record of a majority of the shares of the Company entitled to vote, at any annual or special meeting, provided that such proposed action shall be stated in the notice of such meeting, or, by a vote of the majority of the whole Board of Directors, at any regular meeting without notice, or at any special meeting provided that notice of such proposed action shall be stated in the notice of such special meeting. E-1-18 EX-27 3 EXHIBIT 27 (FDS) FILED WITH FORM 10-Q - 3/31/95
5 Exhibit 27 for Bristol-Myers Squibb 1000000 3-MOS Dec-31-1995 Mar-31-1995 1,766 680 2,078 0 1,488 6,864 5,960 2,259 13,454 4,589 665 0 0 54 5,905 13,454 3,301 3,301 877 877 665 0 20 932 275 657 0 0 0 657 1.29 0 Items reported as "zero" are not applicable or are immaterial to the consolidated financial position of the Company. Receivables are reported net of allowances for doubtful accounts.
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