-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JfpJtyTR1Eddygzu651MPatfYLGnATBY3YNBEBFG4AnZUXKgEY3awEkmLrhCQcQk smlGugrhEqKkjwycEZ9kHw== 0000896058-96-000065.txt : 19960503 0000896058-96-000065.hdr.sgml : 19960503 ACCESSION NUMBER: 0000896058-96-000065 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960502 EFFECTIVENESS DATE: 19960502 SROS: NYSE 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-02873 FILM NUMBER: 96555648 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125464000 MAIL ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL MYERS CO DATE OF NAME CHANGE: 19891012 S-8 POS 1 Registration No. 33- ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------------- Form S-8 POS Amendment No. 1 Post-Effective REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------- BRISTOL-MYERS SQUIBB COMPANY (Exact name of issuer as specified in its charter) Delaware 22-0790350 (State of Incorporation) (I.R.S. Employer Identification No.) 345 Park Avenue New York, New York 10154 (212) 546-4000 (Address and telephone number of principal executive offices) BRISTOL-MYERS SQUIBB COMPANY SAVINGS AND INVESTMENT PROGRAM BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE INCENTIVE THRIFT PLAN BRISTOL-MYERS SQUIBB PUERTO RICO, INC. SAVINGS AND INVESTMENT PROGRAM (Full Title of Plans) --------------- John L. McGoldrick, Esq. Alice C. Brennan, Esq. Senior Vice President and General Counsel Vice President and Secretary Bristol-Myers Squibb Company 345 Park Avenue New York, New York 10154 (212) 546-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Winthrop, Stimson, Putnam & Roberts One Battery Park Plaza New York, New York 10004-1490 (212) 858-1125 Attention: Susan P. Serota, Esq. CALCULATION OF REGISTRATION FEE ================================================================================ Title of Proposed Maximum Proposed Maximum Amount of Securities to Amount to be Offering Price Aggregate Offering Registration be Registered Registered Per Share Price Fee - -------------------------------------------------------------------------------- Common Stock, par value $.10 per share .... [fee (fee (fee (fee previously previously previously previously paid] paid) paid) paid) ================================================================================ The purpose of this filing is to electronically file on the Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) System pursuant to Rule 103 of Regulation S-T a complete copy of the Registration Statement on Form S-8 (the "Registration Statement") (File No. 333-02873) filed in connection with the issuance of additional shares of Bristol-Myers Squibb Company Common Stock under the Bristol-Myers Squibb Company Savings and Investment Program, Bristol-Myers Squibb Company Employee Incentive Thrift Plan and the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program (the "Plans"). Certain exhibits which were part of the original Registration Statement had been inadvertently "dropped" from the filing at the time the Registration Statement was submitted to the EDGAR System. However, both exhibits had been executed and were available on a timely basis on April 22, 1996. This amended filing is identical in all respects with that original Registration Statement on Form S-8 with the exception that the amended filing contains those two exhibits. Item 8. Exhibits. Exhibit No. Description - ----------- ----------- 5.1 Opinion from Counsel for the Company as to the legality of the Company's Common Stock offered under the Plans. 5.2 Opinion from Counsel for the Company that the Plans are qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended and are in compliance with the Employee Retirement Income Security Act of 1974, as amended. 99 Registration Statement on Form S-8 -1- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 25th day of April, 1996. BRISTOL-MYERS SQUIBB COMPANY, By /s/ Charles A. Heimbold, Jr. ---------------------------- Charles A. Heimbold, Jr. President, Chief Executive Officer, Chairman of the Board and Director POWER OF ATTORNEY Know all by men by these presents, that each officer or director of Bristol-Myers Squibb Company, whose signature appears below constitutes and appoints Alice C. Brennan, John L. McGoldrick, Frederick S. Schiff and Charles G. Tharp and each of them singly, his true and lawful attorney-in-fact and agent, with full and several power of substitution, for him and in his name, place and stead, in any an all capacities, to sign a Registration Statement on Form S-8 to be filed pursuant to the Securities Act of 1933 in connection with the registration of up to 6,000,000 shares of Common Stock, par value $.10 per share, and any or all amendments, including pre- and post-effective amendments and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done. Each of said attorneys-in-fact shall have power to act hereunder with or without the other. -2- Pursuant to the requirements of the Securities Act of 1933, this Form S-8 has been signed by the following persons in the capacities and on the date indicated: Signature Title Date - --------- ----- ---- /s/ Charles A. Heimbold, Jr. President, Chief 4/25/96 - --------------------------- Executive Officer, Charles A. Heimbold, Jr. Chairman of the Board and Director (principal executive officer) /s/ Michael F. Mee Corporate Staff 4/25/96 - ------------------ Senior Vice President Michael F. Mee and Chief Financial Officer (principal financial officer) /s/ Frederick S. Schiff Corporate Staff 4/25/96 - ----------------------- Vice President Frederick S. Schiff and Controller (principal accounting officer) /s/ Robert E. Allen Director 4/25/96 - ------------------- Robert E. Allen /s/ Michael E. Autera Executive Vice 4/25/96 - --------------------- President and Michael E. Autera Director /s/ Ellen V. Futter Director 4/25/96 - ------------------- Ellen V. Futter /s/ Louis V. Gerstner, Jr. Director 4/25/96 - ------------------------- Louis V. Gerstner, Jr. /s/ John D. Macomber Director 4/25/96 - -------------------- John D. Macomber -3- Signature Title Date - --------- ----- ---- /s/ James D. Robinson III Director 4/25/96 - ------------------------- James D. Robinson III /s/ Andrew C. Sigler Director 4/25/96 - -------------------- Andrew C. Sigler /s/ Louis W. Sullivan, M.D. Director 4/25/96 - -------------------------- Louis W. Sullivan, M.D. /s/ Kenneth E. Weg Executive Vice 4/25/96 - ------------------ President and Kenneth E. Weg Director By /s/ Alice C. Brennan -------------------- Alice C. Brennan Attorney-in-Fact -4- THE PLANS. Pursuant to the requirements of the Securities Act of 1933, the Plans have duly caused the Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York, on the 25th day of April, 1996. BRISTOL-MYERS SQUIBB COMPANY SAVINGS AND INVESTMENT PROGRAM BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE INCENTIVE THRIFT PLAN BRISTOL-MYERS SQUIBB PUERTO RICO, INC. SAVING AND INVESTMENT PROGRAM BY: BRISTOL-MYERS SQUIBB COMPANY SAVINGS PLAN COMMITTEE Signature Title - --------- ----- /s/ Michael F. Mee Senior Vice President* - ------------------ Michael F. Mee /s/ Harrison M. Bains, Jr. Vice President and - ------------------------- Treasurer* Harrison M. Bains, Jr. /s/ Alice C. Brennan Vice President and - -------------------- Secretary* Alice C. Brennan /s/ Robert B. Chapman, Jr. Director, Pension - -------------------------- & Savings Investment Robert B. Chapman, Jr. Management* /s/ John D. Glover Vice President* - ------------------ John D. Glover /s/ George P. Kooluris Senior Vice President* - ---------------------- George P. Kooluris /s/ John L. McGoldrick Senior Vice President* - ---------------------- John L. McGoldrick -5- Signature Title - --------- ----- /s/ Frederick S. Schiff Vice President and - ----------------------- Controller* Frederick S. Schiff /s/ Charles G. Tharp Senior Vice President* - -------------------- Charles G. Tharp - -------- * Members of Bristol-Myers Squibb Company Savings Plan Committee, signing in that capacity on behalf of the Bristol-Myers Squibb Company Savings and Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift Plan and the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program. -6- EX-5.1 2 Exhibit 5.1 April 22, 1996 Bristol-Myers Squibb Company 345 Park Avenue New York, New York 10154 Re: Bristol-Myers Squibb Company - Registration of up to 6,000,000 shares of Bristol-Myers Squibb Company Common Stock, par value $.10 per share, on Form S-8 relating to Bristol-Myers Squibb Company Savings and Investment Program, Bristol-Myers Squibb Company Employee Incentive Thrift Plan, and Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program (collectively, the "Plans") Ladies and Gentlemen: In connection with the proposed issuance of up to 6,000,000 shares of Bristol-Myers Squibb Company's common stock ($.10 par value) (the "Shares") for purchase pursuant to options granted under the Plans and with respect to which a post-effective amendment to that certain Registration Statement (Reg. No. 33-44788) filed by Bristol-Myers Squibb Company (the "Company") on Form S-8 (the "Amended Registration Statement") has been prepared for filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, I have examined such corporate records, other documents and questions of law as I considered necessary for the purposes of this opinion. I am of the opinion that when: (a) the applicable provisions of the Securities Act of 1933 and of State securities or blue sky laws shall have been complied with; and (b) the Company's Board of Directors shall have duly authorized the issuance of such Shares, and (c) the Shares shall have been duly issued and paid for in an amount not less than par value of $.10 per share, the Shares will be legally issued, fully paid and non-assessable. I hereby consent to the use of this opinion as an Exhibit to the Amended Registration Statement on Form S-8 and to the reference to me under the caption "Legal Opinion" in the Amended Registration Statement, and any amendments thereto, filed in connection with the Plan. Very truly yours, /s/ John L. McGoldrick, Esq. ---------------------------- Senior Vice President and General Counsel -2- EX-5.2 3 Exhibit 5.2 April 22, 1996 Bristol-Myers Squibb Company 345 Park Avenue New York, New York 10154 Ladies and Gentlemen: We have acted as counsel for Bristol-Myers Squibb Company (the "Company") in connection with the preparation of the Form S-8 registration statement (the "Registration Statement") being filed with the Securities and Exchange Commission as of the date hereof in connection with an offering of securities under the Bristol-Myers Squibb Company Savings and Investment Program, amended and restated effective October 1, 1994 (the "SIP"), the Bristol-Myers Squibb Company Employee Incentive Thrift Plan, amended and restated effective October 1, 1994 (the "EITP") and the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program, amended and restated as of April 15, 1994 (the "PRSIP") (collectively, the "Plans"). Each Plan consists of a profit-sharing and savings component and is intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). April 22, 1996 -2- Exhibit 5.2 In connection with the preparation of the Registration Statement, we have examined originals or copies, certified or otherwise identified to our satisfaction, of each of the Plans, the Bristol-Myers Squibb Company Master Retirement Plan Trust Agreement, dated August 1, 1989 and the Bristol-Myers Squibb Company Savings Plan Master Trust, dated as of October 1, 1994 (collectively the "Trust Agreements") and all amendments to the Plans and the Trust Agreements adopted as of the date hereof (collectively, the "Plan Documents"). We have also examined originals or photostatic or certified copies of such additional records, instruments and other documents as we have deemed relevant and necessary as a basis for such opinions. We have assumed the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies. The instructions relating to Item 8 of Form S-8, by reference to Item 601 of Regulation S-K (17 CFR 229.601), require that either a copy of the current determination letter from the Internal Revenue Service ("IRS") shall be filed with the Securities and Exchange Commission or an opinion of counsel that the provisions of the written documents constituting the plan comply with the requirements of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA"), pertaining to such provisions. Such a determination letter relates only to a plan's tax status under Section 401 of the Internal Revenue Code of 1986, as amended (the "Code"), and further relates to a plan's form and not to its operation. Consequently, this opinion is similarly limited. On August 7, 1995 the EITP and on August 8, 1995 the SIP and PRSIP received determination letters issued by the IRS stating that each such Plan complies in form with the qualification requirements applicable under Section 401(a) of the Code (collectively, the "Determination Letters"). A copy of each Determination Letter is attached as an Exhibit to this letter. The Determination Letters relating to the SIP and PRSIP were issued subject to the adoption of certain qualifying amendments submitted by the Company to the IRS which have since been adopted. The Determination Letters did not cover certain amendments made to the SIP on June 5, 1995 and June 15, 1995, to the EITP on July 18, 1995 and to the PRSIP on June 15, 1995. On June 5, 1995, the SIP was amended effective May 1, 1995 to provide for qualifying nonelective contributions, to prescribe certain corrective measures relating to certain operational defects, to provide for the allocation of any April 22, 1996 -3- Exhibit 5.2 recoveries of claims filed by the trustee of the SIP on behalf of the SIP, and to provide for the merger of the Matrix Essentials Inc. 401(k) Plan into the SIP. On June 15, 1995, certain technical amendments were made to the SIP. Similar amendments to the ones made to the SIP on June 5, 1995 (other than the Matrix Plan merger) and July 15, 1995 were made to the EITP on July 18, 1995. A similar technical amendment was made to the PRSIP on June 15, 1995. Subsequent to the issuance of the Determination Letters, the SIP and EITP were the subject of requests submitted by the Company to the IRS on December 22, 1995 under the IRS Voluntary Compliance Resolution ("VCR") Program. As part of the VCR request, the Company submitted the amendments made on June 5, 1995 to the SIP and on July 18, 1995 to the EITP. In response, the IRS issued Compliance Statements dated March 1, 1996, stating that it would not pursue certain sanctions against the SIP or EITP based on the corrective measures taken. In addition, subsequent to the issuance of the Determination Letters, the PRSIP was amended by two separate amendments. First, on September 1, 1995 an Amendment retroactive to May 1, 1995 was adopted to provide for the allocation of any recoveries from claims filed by the trustee of the PRSIP on behalf of the PRSIP. Second, on December 20, 1995 an amendment effective January 1, 1996 was adopted to provide for participant plan loans under the PRSIP in accordance with the requirements applicable under the Code. The Plans are subject to certain requirements of the Code and ERISA. To date only certain final regulations have been issued by the IRS and the U.S. Department of Labor with respect to the requirements of the Code and ERISA. Accordingly, our opinion concerning compliance of the Plan Documents with Section 401 of the Code and the portion of ERISA not amendatory of the Code is necessarily based on our present understanding of the applicable requirements of the Code and ERISA. Subject to the foregoing, it is our opinion that (i) the Plan Documents are in substantial compliance with the requirements of Sections 401(a) and 401(k) of the Code, and (ii) the Plan Documents substantially comply with the applicable portions of ERISA which are not amendatory of the Code. This opinion is limited to the form of the Plan Documents and is not intended to address the operation of the Plans or the Trusts thereunder. April 22, 1996 -4- Exhibit 5.2 This opinion has been issued to the Company in connection with the filing of the Registration Statement with the Securities and Exchange Commission and it may not be relied upon by any other party or for any other purpose. We hereby consent to the use of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ Winthrop, Stimson, Putnam & Roberts --------------------------------------- EX-99 4 Registration No. 33- ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------------- Form S-8 REGISTRATION STATEMENT (1) Under THE SECURITIES ACT OF 1933 ---------------- BRISTOL-MYERS SQUIBB COMPANY (Exact name of issuer as specified in its charter) Delaware 22-0790350 (State of Incorporation) (I.R.S. Employer Identification No.) 345 Park Avenue New York, New York 10154 (212) 546-4000 (Address and telephone number of principal executive offices) BRISTOL-MYERS SQUIBB COMPANY SAVINGS AND INVESTMENT PROGRAM BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE INCENTIVE THRIFT PLAN BRISTOL-MYERS SQUIBB PUERTO RICO, INC. SAVINGS AND INVESTMENT PROGRAM (Full Title of Plans) --------------- John L. McGoldrick, Esq. Alice C. Brennan, Esq. Senior Vice President and General Counsel Vice President and Secretary Bristol-Myers Squibb Company 345 Park Avenue New York, New York 10154 (212) 546-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Winthrop, Stimson, Putnam & Roberts One Battery Park Plaza New York, New York 10004-1490 (212) 858-1125 Attention: Susan P. Serota, Esq. CALCULATION OF REGISTRATION FEE ================================================================================ Title of Proposed Maximum Proposed Maximum Amount of Securities to Amount to be Offering Price Aggregate Offering Registration be Registered Registered Per Share (2) Price (2) Fee (2) - -------------------------------------------------------------------------------- Common Stock, par value $.10 per share .... 6,000,000 $80.875 $485,250,000 $167,328 ================================================================================ (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. This Registration Statement also pertains to Rights to Purchase shares of Series A Participating Preferred Stock of the Registrant (the "Rights"). Until the occurrence of certain prescribed events, the Rights are not exercisable, are evidenced by the certificates for Bristol-Myers Squibb Company Common Stock and will be transferred along with and only with such securities. Thereafter, separate Rights certificates will be issued representing one Right for each share of Bristol-Myers Squibb Company Common Stock held subject to adjustment pursuant to anti-dilution provisions. (2) Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h), the maximum price per share and the registration fee are based on the reported average of the high and low prices, for Bristol-Myers Squibb Company Common Stock on the New York Stock Exchange on April 17, 1996. -2- Item 3. Incorporation of Documents by Reference. This Registration Statement on Form S-8 (the "Registration Statement") filed in connection with the issuance of additional shares of Bristol-Myers Squibb Company Common Stock under the Bristol-Myers Squibb Company Savings and Investment Program, Bristol-Myers Squibb Company Employee Incentive Thrift Plan and the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program (the "Plans") constitutes a new registration statement. The contents of the Registration Statement on Form S-8, File No. 33-44788, filed by Bristol-Myers Squibb Company (the "Company") with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, are incorporated by reference herein. Item 8. Exhibits. Exhibit No. Description - ----------- ----------- 5.1 Opinion from Counsel for the Company as to the legality of the Company's Common Stock offered under the Plans. 5.2 Opinion from Counsel for the Company that the Plans are qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended and are in compliance with the Employee Retirement Income Security Act of 1974, as amended. 23.1 Consent of Price Waterhouse LLP, independent accountants. 23.2 Consent of Counsel for the Company (contained in Opinion of Counsel filed as Exhibit 5.1). 23.3 Consent of Counsel for the Company (contained in Opinion of Counsel filed as Exhibit 5.2). 24.1 Power of Attorney (set forth on signature pages of the Registration Statement) 24.2 Certified resolutions of the Board of Directors of Bristol-Myers Squibb Company relating to Power of Attorney set forth on the signature pages of the Registration Statement. -1- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 25th day of April, 1996. BRISTOL-MYERS SQUIBB COMPANY, By /s/ Charles A. Heimbold, Jr. ----------------------------- Charles A. Heimbold, Jr. President, Chief Executive Officer, Chairman of the Board and Director POWER OF ATTORNEY Know all by men by these presents, that each officer or director of Bristol-Myers Squibb Company, whose signature appears below constitutes and appoints Alice C. Brennan, John L. McGoldrick, Frederick S. Schiff and Charles G. Tharp and each of them singly, his true and lawful attorney-in-fact and agent, with full and several power of substitution, for him and in his name, place and stead, in any an all capacities, to sign a Registration Statement on Form S-8 to be filed pursuant to the Securities Act of 1933 in connection with the registration of up to 6,000,000 shares of Common Stock, par value $.10 per share, and any or all amendments, including pre- and post-effective amendments and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done. Each of said attorneys-in-fact shall have power to act hereunder with or without the other. -2- Pursuant to the requirements of the Securities Act of 1933, this Form S-8 has been signed by the following persons in the capacities and on the date indicated: Signature Title Date - --------- ----- ---- /s/ Charles A. Heimbold, Jr. President, Chief 4/25/96 - ---------------------------- Executive Officer, Charles A. Heimbold, Jr. Chairman of the Board and Director (principal executive officer) /s/ Michael F. Mee Corporate Staff 4/25/96 - ------------------ Senior Vice President Michael F. Mee and Chief Financial Officer (principal financial officer) /s/ Frederick S. Schiff Corporate Staff 4/25/96 - ----------------------- Vice President Frederick S. Schiff and Controller (principal accounting officer) /s/ Robert E. Allen Director 4/25/96 - ------------------- Robert E. Allen /s/ Michael E. Autera Executive Vice 4/25/96 - --------------------- President and Michael E. Autera Director /s/ Ellen V. Futter Director 4/25/96 - ------------------- Ellen V. Futter /s/ Louis V. Gerstner, Jr. Director 4/25/96 - -------------------------- Louis V. Gerstner, Jr. /s/ John D. Macomber Director 4/25/96 - -------------------- John D. Macomber -3- Signature Title Date - --------- ----- ---- /s/ James D. Robinson III Director 4/25/96 - ------------------------- James D. Robinson III /s/ Andrew C. Sigler Director 4/25/96 - -------------------- Andrew C. Sigler /s/ Louis W. Sullivan, M.D. Director 4/25/96 - --------------------------- Louis W. Sullivan, M.D. /s/ Kenneth E. Weg Executive Vice 4/25/96 - ------------------ President and Kenneth E. Weg Director By /s/ Alice C. Brennan -------------------- Alice C. Brennan Attorney-in-Fact -4- THE PLANS. Pursuant to the requirements of the Securities Act of 1933, the Plans have duly caused the Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York, on the 25th day of April, 1996. BRISTOL-MYERS SQUIBB COMPANY SAVINGS AND INVESTMENT PROGRAM BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE INCENTIVE THRIFT PLAN BRISTOL-MYERS SQUIBB PUERTO RICO, INC. SAVING AND INVESTMENT PROGRAM BY: BRISTOL-MYERS SQUIBB COMPANY SAVINGS PLAN COMMITTEE Signature Title - --------- ------ /s/ Michael F. Mee Senior Vice President* - ------------------ Michael F. Mee /s/ Harrison M. Bains, Jr. Vice President and - -------------------------- Treasurer* Harrison M. Bains, Jr. /s/ Alice C. Brennan Vice President and - -------------------- Secretary* Alice C. Brennan /s/ Robert B. Chapman, Jr. Director, Pension - -------------------------- & Savings Investment Robert B. Chapman, Jr. Management* /s/ John D. Glover Vice President* - ------------------ John D. Glover /s/ George P. Kooluris Senior Vice President* - ---------------------- George P. Kooluris /s/ John L. McGoldrick Senior Vice President* - ---------------------- John L. McGoldrick -5- Signature Title - --------- ----- /s/ Frederick S. Schiff Vice President and - ----------------------- Controller* Frederick S. Schiff /s/ Charles G. Tharp Senior Vice President* - -------------------- Charles G. Tharp - -------- * Members of Bristol-Myers Squibb Company Savings Plan Committee, signing in that capacity on behalf of the Bristol-Myers Squibb Company Savings and Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift Plan and the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program. -6- EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-8 of our report dated January 23, 1996 appearing on page 51 of Bristol-Myers Squibb Company's Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the reference to us under the heading "Experts" in such Prospectus. -7- PRICE WATERHOUSE LLP New York, New York April 22, 1996 -----END PRIVACY-ENHANCED MESSAGE-----