-----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, Tenlv9VAJ5rT6gUQxYDwYGR9y2HMrTI7NJYnuwnYrX3mv+BCS+fpt0qt7whFLkVw ng84ByCxXB1Pp0ExjI+E9w== 0000950157-98-000130.txt : 19980403 0000950157-98-000130.hdr.sgml : 19980403 ACCESSION NUMBER: 0000950157-98-000130 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19980402 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: S-3 SEC ACT: SEC FILE NUMBER: 333-49227 FILM NUMBER: 98586269 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-3 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on April 2, 1998 Registration No. 33- =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- Bristol-Myers Squibb Company (Exact name of registrant as specified in its charter) Delaware 22-079-0350 (State of Incorporation) (I.R.S. Employer Identification No.) 345 Park Avenue New York, N.Y. 10154 (212) 546-4000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------------------- John L. McGoldrick, Esq. Alice C. Brennan, Esq. Senior Vice President, Law and Vice President and Secretary Strategic Planning and General Counsel 345 Park Avenue 345 Park Avenue New York, NY 10154 New York, NY 10154 (212) 546-4000 (212) 546-4000 --------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------------- Copies to: Susan Webster, Esq. [Underwriter's Counsel] Cravath, Swaine & Moore [ ] Worldwide Plaza [ ] 825 Eighth Avenue [ ] New York, NY 10019 [ ] (212) 474-1000 --------------------------- Approximate date of commencement of proposed sale to public: From time to time after the effective date of this registration statement, as determined by the registrant in light of market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.[ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ] - ------- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.[X] --------------------------- CALCULATION OF REGISTRATION FEE
=================================================================================================================== Proposed Proposed Amount to be Registered Maximum Maximum Amount of Title of Each Class of Offering Price Aggregate Registration Securities to be Registered Per Unit* Offering Price* Fee Debt Securities................... $1,000,000,000** 100% $1,000,000,000 $295,000 ===================================================================================================================
* Estimated solely for the purpose of calculating the registration fee. Excludes accrued interest and accrued amortization of discount, if any, to the date of delivery. ** Plus an additional principal amount of Debt Securities issued with original issue discount such that the aggregate initial public offering price of all Debt Securities will not exceed $1,000,000,000 (the initial public offering price of any Debt Securities denominated in any foreign currencies or units based on or related to currencies shall be the U.S. dollar equivalent thereof). --------------------------- The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. =========================================================================== SUBJECT TO COMPLETION, DATED April 2, 1998 The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS BRISTOL-MYERS SQUIBB COMPANY 345 Park Avenue New York, NY 10154 (212) 546-4000 $1,000,000,000 Debt Securities -------------------------------------- We will provide specific terms of these securities in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. -------------------------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is April 2, 1998 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC utilizing a "shelf" registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1,000,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading WHERE YOU CAN FIND MORE INFORMATION. We are participating in the SEC's plain English program. This is an initiative launched by the SEC to make prospectuses and other information more understandable to the general investor. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities and these documents, which we have already filed with the SEC: o Annual Report on Form 10-K for the year ended December 31, 1997. You may request a copy of these filings, at no cost, by writing or telephoning us at our principal executive offices at the following address: Bristol-Myers Squibb Company 345 Park Avenue New York, NY 10154 Attention: Secretary (212) 546-4000 You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents. We have filed exhibits with this registration statement that include the form of proposed underwriting agreement and indenture. You should read the exhibits carefully for provisions that may be important to you. THE COMPANY Bristol-Myers Squibb Company is a worldwide organization engaged primarily in the manufacture and sale of a broad range of pharmaceutical products, consumer medicines, nutritional products, medical devices, and beauty care products. Our principal business segments are: o Pharmaceuticals, consisting of prescription medicines, primarily cardiovascular, anti-cancer, anti- infective and central nervous system drugs and other pharmaceutical products; o Consumer Medicines, consisting primarily of analgesics, skin care products, cough/cold remedies, deodorants and anti-perspirants; o Nutritionals, consisting primarily of infant formulas and other nutritional products; o Medical Devices, consisting primarily of orthopaedic implants, ostomy and wound care products, surgical instruments and other medical devices; o Beauty Care, consisting primarily of hair coloring and hair care preparations. All references to us in this prospectus include Bristol-Myers Squibb Company and its subsidiaries, unless the context otherwise requires. USE OF PROCEEDS We will use the net proceeds from the sale of the offered securities for general corporate purposes including working capital, capital expenditures, stock purchase programs, repayment and refinancing of debt and acquisitions. We may invest funds not required immediately for such purposes in marketable securities and short-term investments. RATIO OF EARNINGS TO FIXED CHARGES Our ratio of earnings to fixed charges for each of the years ended is as follows: 1993 1994 1995 1996 1997 22.67 20.84 16.20 30.40 27.46 This ratio shows the coverage of earnings before income taxes to fixed charges, which consist primarily of interest and debt expense. Excluding the impact of special charges, the ratio of earnings to fixed charges for 1993, 1994 and 1995 would have been 26.91, 26.70 and 24.23. For purposes of computing the ratio of earnings to fixed charges, "earnings" consist of income from continuing operations before provision for income taxes and fixed charges, excluding capitalized interest. "Fixed charges" consist of interest and debt expense, capitalized interest and one-third of rental expense, which we believe is a reasonable approximation of the interest factor of such rental expense. DESCRIPTION OF DEBT SECURITIES The debt securities covered by this prospectus will be our direct unsecured obligations. The debt securities will be issued in one or more series under an indenture (the "indenture") between us and The Chase Manhattan Bank as Trustee. This prospectus briefly outlines some of the indenture provisions. The indenture has been filed as an exhibit to the registration statement and you should read the indenture for provisions that may be important to you. In the summary below, we have included references to section numbers of the indenture so that you can easily locate these provisions. General The debt securities will rank equally with all of our other unsecured and unsubordinated debt. The indenture does not limit the amount of debt we may issue under the indenture or otherwise. We may issue the debt securities in one or more series with the same or various maturities, at par or a premium or with original issue discount. The prospectus supplement relating to any series of debt securities being offered will include specific terms relating to the offering. These terms will include some or all of the following: o The title and type of the debt securities; o The total principal amount of the debt securities; o The percentage of the principal amount at which the debt securities will be issued and any payments due if the maturity of the debt securities is accelerated; o The date or dates on which the principal of the debt securities will be payable; o Whether the debt securities will be denominated in, and whether the principal of and any premium and any interest on the debt securities will be payable in, any foreign currency or foreign currency units; o The interest rate or rates, if any, which the debt securities will bear, the date or dates from which any interest will accrue, the interest payment dates for the debt securities and the regular record date for any interest payable on any interest payment date; o Any optional or mandatory redemption periods; o Any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities; o Whether the debt securities are to be issued in individual certificates to each holder or in the form of global securities held by a depository on behalf of holders; o Any changes to or additional Events of Default or covenants; o Any special tax implications of the debt securities, including provisions for original issue discount securities, if offered; o Any terms upon which the debt securities may be convertible into or exchanged for other debt securities or indebtedness or other securities of any other issuer or obligor; and o Any other specific terms of the debt securities. Consolidation, Merger or Sale We have agreed not to consolidate with or merge into any other corporation or convey or transfer substantially all of our properties and assets to any person, unless (a) the successor corporation is organized and existing under the laws of the United States or any State or the District of Columbia; (b) the successor corporation expressly assumes by a supplemental indenture the due and punctual payment of the principal of and any premium or any interest on all the debt securities and the performance of every covenant in the indenture that we would otherwise have to perform; (c) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, will occur and be continuing; and (d) we deliver to the trustee an officers' certificate and an opinion of counsel, each stating that the consolidation, merger, conveyance or transfer and the supplemental indenture comply with these provisions. The successor corporation will assume all our obligations under the indenture as if it were an original party to the indenture. After assuming such obligations, the successor corporation will have all our rights and powers under the indenture. (Sections 801 & 802) Modification of indentures Under the indenture our rights and obligations and the rights of the holders may be modified if the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of each series affected by the modification consent to it. No modification of the principal or interest payment terms, and no modification reducing the percentage required for modifications, is effective against any holder without its consent. (Sections 901 & 902.) Events of Default When we use the term "Event of Default" in the indenture, here are some examples of what we mean. An Event of Default occurs if: o we fail to pay the principal or any premium on any Debt Security when due; o we fail to deposit any sinking fund payment when due; o we fail to pay interest when due on any Debt Security for 30 days; o we fail to perform any other covenant in the indenture and this failure continues for 90 days after we receive written notice of it; o we or a court take certain actions relating to the bankruptcy, insolvency or reorganization of our company: The supplemental indenture or the form of security for a particular series of debt securities may include additional Events of Default or changes to the Events of Default described above. For the Events of Default applicable to a particular series of debt securities, see the prospectus supplement relating to such series. A default under our other indebtedness will not be a default under the indenture, and a default under one series of debt securities will not necessarily be a default under another series. The Trustee may withhold notice to the holders of debt securities of any default (except in the payment of principal or interest) if it considers such withholding of notice to be in the best interests of the holders. (Section 602.) If an Event of Default for any series of debt securities occurs and continues, the Trustee or the holders of at least 25% in aggregate principal amount of the debt securities of the series may require us to repay immediately: o the entire principal of the debt securities of such series; or o if the debt securities are discounted securities, such portion of the principal as may be described in the applicable prospectus supplement. Subject to certain conditions, the holders of a majority of the aggregate principal amount of the debt securities of the affected series can rescind this accelerated payment requirement. (Section 502.) Other than its duties in case of a default, the Trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order or direction of any holders, unless the holders offer the Trustee reasonable indemnity. (Section 603.) If they provide this reasonable indemnity, the holders of a majority in principal amount of any series of debt securities may, subject to certain limitations, direct the time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any power conferred upon the Trustee, for any series of debt securities. (Section 512.) Certain Restrictive Covenants We have agreed to certain restrictions on our activities for the benefit of holders of the debt securities. The restrictive covenants summarized below will apply (unless waived or amended) so long as any of the debt securities are outstanding, unless the prospectus supplement states otherwise. We have provided a Glossary at the end of this prospectus to define the capitalized words used in discussing the covenants. In the covenants, all references to us mean Bristol-Myers Squibb Company only. Limitation on Liens. We have agreed not to create any mortgages or other liens upon any Restricted Property without securing the debt securities equally and ratably with all other indebtedness secured by such lien. This covenant has certain exceptions, which permit: (a) mortgages and liens on Restricted Property of corporations existing at the time they become Subsidiaries; (b) mortgages and liens on Restricted Property existing at the time the property was acquired, or incurred to finance the purchase price, construction, alteration, repair or improvement thereof; (c) any mortgages and liens securing Debt of a Subsidiary that the subsidiary owes to us or another Subsidiary; (d) any mortgages and liens securing industrial development, pollution control, or similar revenue bonds; and (e) mortgages and liens otherwise prohibited by this covenant, securing Debt which, together with the aggregate outstanding principal amount of all other Debt of the Company and its Subsidiaries owning Restricted Property which would otherwise be subject to such covenant and the Value of certain existing Sale and Leaseback Transactions, does not exceed 10% of Consolidated Net Tangible Assets. (Section 1006.) Limitation on Sale and Leaseback Transactions. Neither we nor any Subsidiary owning Restricted Property may enter into any Sale and Leaseback Transaction covering Restricted Property unless we could incur Debt in a principal amount equal to the Value of such Sale and Leaseback Transaction and, without violating the "Limitation on Liens" covenant, secure such Debt by liens on the facilities to be leased without equally and ratably securing the debt securities. We, or any such Subsidiary, may also enter into a Sale and Leaseback Transaction if, during the six months following the effective date of such Sale and Leaseback Transaction, we apply an amount equal to the Value of such Sale and Leaseback Transaction to the acquisition of Restricted Property or to the voluntary retirement of debt securities or Funded Debt. We will receive a credit toward the amount required to be applied to such acquisition of property or retirement of indebtedness for the principal amount of any debt securities or Funded Debt delivered to the Trustee for retirement and cancelation during the six months immediately following the effective date of such Sale and Leaseback Transaction. (Section 1007.) General. Because the covenants described above cover only manufacturing facilities in the continental United States, these covenants do not restrict our activities with respect to approximately 37% of the net book value of our facilities worldwide. We do not have any mortgages or liens prohibited by the covenants described above on any of our properties that would qualify as Restricted Property, nor have we entered into any prohibited Sale and Leaseback Transactions covering such properties. We do not keep records identifying which of our properties, if any, would qualify as Restricted Property. We will amend this prospectus to disclose or disclose in the prospectus supplement the existence of any mortgage or lien on or any Sale and Leaseback Transaction covering any Restricted Property which would require us to secure the debt securities or apply certain amounts to retirement of indebtedness or acquisitions of property. Other than the restrictions on liens and Sale and Leaseback Transactions described above, the indenture and the debt securities do not contain any covenants or other provisions designed to protect holders of the debt securities in the event of a highly leveraged transaction involving the Company. Payment and Transfer We will pay principal, interest and any premium on fully registered securities at the place or places designated by us for such purposes. We will make payment to the persons in whose names the debt securities are registered on the close of business on the day or days specified by us. We will make debt securities payments in other forms at a place designated by us and specified in a prospectus supplement. (Sections 301 & 307.) Holders may transfer or exchange fully registered securities at the corporate trust office of the Trustee or at any other office or agency maintained by us for such purposes, without the payment of any service charge except for any tax or governmental charge. (Section 1002.) Global Securities We may issue some or all of the debt securities of a series in the form of one or more global securities. Global securities will be deposited with the depository identified in the applicable prospectus supplement. A global security is a security, typically held by a depository, that represents the beneficial interests of a number of purchasers of such security. Unless exchanged in whole or in part for debt securities in definitive form, a global security may not be transferred except as a whole: o to a nominee of the depository for such global security; o by a nominee of such depository to such depository; or o to a successor of such depository or a nominee of such successor. We may, however, issue notes in certificate form registered in the name of the noteholders. (Section 204.) Unless otherwise stated, The Depository Trust Company, New York, New York ("DTC") will act as depository for each series of global securities. Beneficial interests in global securities will be shown on, and transfers of global securities will be effected only through, records maintained by DTC and its participants. DTC has provided the following information to us: DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the United States Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Direct Participants") deposit with DTC. DTC also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in such Direct Participant's accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., The American Stock Exchange, Inc. and The National Association of Securities Dealers, Inc. Securities brokers and dealers, banks, trust companies and others that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"), also have access to DTC's book-entry system. You can find the rules applicable to DTC and its Direct and Indirect Participants on file with the SEC. Principal and interest payments on global securities registered in the name of DTC's nominee will be made in immediately available funds to DTC's nominee as the registered owner of the global securities. We and the Trustee will treat DTC's nominee as the owner of the global securities for all other purposes as well. Accordingly, we, the Trustee and any paying agent will have no direct responsibility or liability to pay amounts due on the global securities to owners of beneficial interests in the global securities. It is DTC's current practice, upon receipt of any payment of principal or interest, to credit Direct Participants' accounts on the payment date according to their respective holdings of beneficial interests in the global securities as shown on DTC's records. Payments by Direct and Indirect Participants to owners of beneficial interests in the global securities will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in "street name". Such payments will be the responsibility of such Direct and Indirect Participants and not of DTC, the Trustee or us. Debt securities represented by a global security will be exchangeable for debt securities in definitive form of like tenor in authorized denominations only if DTC notifies us that it is unwilling or unable to continue as Depository or if DTC ceases to be a clearing agency registered under applicable law and a successor depository is not appointed by us within 90 days or we, in our discretion, determine not to require all of the debt securities of a series to be represented by a global security and notify the Trustee of our decision. Defeasance When we use the term defeasance, we mean discharge from some or all of our obligations under the indenture. If we deposit with the Trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or a redemption date of the debt securities of a particular series, then at our option: o we will be discharged from our obligations with respect to the debt securities of such series or o we will no longer be under any obligation to comply with certain restrictive covenants under the indenture, and certain Events of Default will no longer apply to us. If this happens, the holders of the debt securities of the affected series will not be entitled to the benefits of the indenture except for registration of transfer and exchange of debt securities and replacement of lost, stolen or mutilated debt securities. Such holders may look only to such deposited funds or obligations for payment. We must deliver to the Trustee an opinion of counsel to the effect that the deposit and related defeasance would not cause the holders of the debt securities to recognize income, gain or loss for Federal income tax purposes. We must also deliver a ruling to such effect received from or published by the United States Internal Revenue Service if we are discharged from our obligations with respect to the debt securities. (Section 403.) Concerning the Trustee The Trustee has loaned money to us in the past and may do so in the future as a part of its regular business. PLAN OF DISTRIBUTION We may sell the offered securities (a) through underwriters or dealers; (b) through agents; or (c) directly to one or more purchasers. Sale Through Underwriters If we use underwriters in the sale, such underwriters will acquire the debt securities for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters will be obligated to purchase all the securities of the series offered if any of the securities are purchased. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers. Sale Through Agents We may sell offered securities through agents designated by us. Unless indicated in the prospectus supplement, the agents have agreed to use their reasonable best efforts to solicit purchases for the period of their appointment. Direct Sales We also may sell offered securities directly. In this case, no underwriters or agents would be involved. General Information Underwriters, dealers and agents that participate in the distribution of the offered securities may be underwriters as defined in the Securities Act of 1933 (the "Act"), and any discounts or commissions received by them from us and any profit on the resale of the offered securities by them may be treated as underwriting discounts and commissions under the Act. We will identify any underwriters or agents, and describe their compensation, in a prospectus supplement. We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Act, or to contribute with respect to payments which the underwriters, dealers or agents may be required to make. Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course of their businesses. LEGAL OPINIONS John L. McGoldrick, Esq., who is our Senior Vice President, Law and Strategic Planning and General Counsel, or another of our lawyers, or Cravath, Swaine & Moore, our outside counsel, will issue an opinion about the legality of the offered securities for us. Any underwriters will be advised about other issues relating to any offering by their own legal counsel. EXPERTS The consolidated financial statements and related schedules incorporated in this prospectus by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given upon their authority as experts in auditing and accounting. GLOSSARY We have summarized below definitions of some of the terms used in the indenture. In the definitions, all references to us mean Bristol-Myers Squibb Company only. "Consolidated Net Tangible Assets" means the total amount of our assets after deducting: (a) all current liabilities; and (b) all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and other like intangible assets, all as set forth on our most recent consolidated balance sheet and determined on a consolidated basis in accordance with generally accepted accounting principles. In calculating the total amount of our assets, we must subtract applicable reserves and other properly deductible items. In calculating our current liabilities, we must exclude the amount of liabilities which are by their terms extendable or renewable at the option of the obligor to a date more than 12 months after the date as of which the amount is being determined. "Debt" means: (a) all obligations represented by notes, bonds, debentures or similar evidences of indebtedness; (b) all indebtedness for borrowed money or for the deferred purchase price of property or services other than, in the case of any such deferred purchase price, on normal trade terms; and (c) all rental obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases. "Funded Debt" means: (a) our Debt or Debt of a Subsidiary owning Restricted Property maturing by its terms more than one year after its creation, and (b) Debt classified as long-term debt under generally accepted accounting principles. The definition of Funded Debt only includes Debt incurred by us meeting one of the above requirements if it ranks at least equally with the debt securities. "Restricted Property" means: (a) any manufacturing facility, or portion thereof, owned or leased by us or any of our Subsidiaries and located within the continental United States which, in our Board of Directors' opinion, is of material importance to our business and the business of our Subsidiaries taken as a whole, and (b) any shares of capital stock or indebtedness of any Subsidiary owning any such manufacturing facility. In this definition, "manufacturing facility" means property, plant and equipment used for actual manufacturing and for activities directly related to manufacturing. The definition excludes sales offices, research facilities and facilities used only for warehousing, distribution or general administration. The definition provides that no manufacturing facility, or portion thereof, shall be deemed of material importance if its gross book value before deducting accumulated depreciation is less than 2% of Consolidated Net Tangible Assets. "Sale and Leaseback Transaction" means any arrangement pursuant to which we or any Subsidiary leases any Restricted Property that has been or is to be sold or transferred by us or the Subsidiary to another person, other than: (a) temporary leases for a term, including renewals at the option of the lessee, of three years or less, (b) leases between us and a Subsidiary or between Subsidiaries, (c) leases executed within 12 months after the latest of the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of such Restricted Property, and (d) arrangements pursuant to any provision of law with an effect similar to that under former Section 168(f)(8) of the Internal Revenue Code of 1954. "Subsidiary" means a corporation of which we or one or more corporations meeting this definition owns, directly or indirectly, the majority of the outstanding voting stock. "Value" means, with respect to a Sale and Leaseback Transaction, an amount equal to the present value of the lease payments remaining on the date as of which the amount is being determined, without regard to any renewal or extension options contained in the lease. To determine such present value, we use a discount rate equal to the weighted average interest rate on the debt securities of all series which are outstanding on the effective date of the Sale and Leaseback Transaction and which have the benefit of the covenant limiting Sale and Leaseback Transactions. PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. SEC registration fee................................... $295,000 Fees and expenses of the Trustee....................... 20,000* Printing and engraving expenses........................ 75,000* Rating agency fees..................................... 125,000* Accounting fees........................................ 75,000* Legal fees............................................. 150,000* Qualification under state securities laws.............. 1,000* Miscellaneous.......................................... 10,000* --------- $751,000* ========= - ---------- * Estimated and subject to future contingencies. Item 15. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation--a "derivative action"), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's by-laws, disinterested director vote, stockholder vote, agreement or otherwise. Under the terms of our Bylaws and subject to the applicable provisions of Delaware law, we have indemnified each of our directors and officers and, subject to the discretion of the Board of Directors, any other person, against expenses incurred or paid in connection with any claim made against such director or officer or any actual or threatened action, suit or proceeding in which such director or officer may be involved by reason of being or having been a director or officer of us, or of serving or having served at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action taken or not taken by such director or officer in such capacity, and against the amount or amounts paid by such director or officer in settlement of any such claim, action, suit or proceeding or any judgment or order entered therein. Section 102(b)(7) of the DGCL permits a provision in the certificate of incorporation of each corporation organized thereunder, such as the Company, eliminating or limiting, with certain exceptions, the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Our Restated Certificate of Incorporation eliminates the liability of directors to the extent permitted by the DGCL. We carry directors' and officers' liability insurance that covers certain liabilities and expenses of our directors and officers. Item 16. Exhibits 1 -- Form of proposed Underwriting Agreement. 4.1 -- Indenture, dated as of June 1, 1993, between Bristol-Myers Squibb Company and The Chase Manhattan Bank, as trustee (Incorporated by reference to Exhibit 4.2 to the Form 8-K dated May 27, 1993 and filed on June 3, 1993) 5 -- Opinion with consent of Cravath, Swaine & Moore, counsel to the Company. 12 -- Statement of computation of ratio of earnings to fixed charges. 23.1 -- Consent of Cravath, Swaine & Moore, counsel to the Company (included in Exhibit 5). 23.2 -- Consent of Price Waterhouse LLP. 24 -- Powers of Attorney. 25 -- Statement of Eligibility of Trustee. - --------------- Item 17. Undertakings. A. Undertaking Pursuant to Rule 415. The Company hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs A(l)(i) and A(l)(ii) do not apply if the Registration Statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such posteffective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. Undertaking Regarding Filings Incorporating Subsequent Exchange Act Documents by Reference. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed the initial bona fide offering thereof. C. Undertaking in Respect of Indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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-3 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 April 2, 1998. BRISTOL-MYERS SQUIBB COMPANY, By:............*............. Charles A. Heimbold, Jr. Chairman of the Board, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date ........*........... Corporate Staff Senior Vice President April 2, 1998 (Michael F. Mee) and Chief Financial Officer (principal financial officer) ........*........... Corporate Staff Senior Vice President April 2, 1998 (Frederick S. Schiff) Financial Operations, and Controller (principal accounting officer) ........*........... Director April 2, 1998 (Robert E. Allen) .................... Director April 2, 1998 (Vance D. Coffman) ........*........... Director April 2, 1998 (Ellen V. Futter) ........*........... Director April 2, 1998 (Louis V. Gerstner, Jr.) ........*........... Director April 2, 1998 Laurie H. Glimcher, M.D.) ........*........... Director April 2, 1998 (John D. Macomber) .................... Executive Vice President and April 2, 1998 (Kenneth E. Weg) President, Worldwide Medicines Group and Director ........*........... Director April 2, 1998 (James D. Robinson III) ........*........... Director April 2, 1998 (Andrew C. Sigler) ........*........... Director April 2, 1998 (Louis W. Sullivan, M.D.)
---------- * The undersigned, by signing her name hereto, does hereby sign this registration statement or amendment thereto on behalf of each of the above-indicated directors or officers of Bristol-Myers Squibb Company pursuant to powers of attorney executed by each such director or officer. ....../s/ ALICE C. BRENNAN.......... (Alice C. Brennan, Attorney-in-fact) EXHIBIT INDEX Exhibit No. Description 1 -- Form of proposed Underwriting Agreement 4.1 -- Indenture, dated as of June 1, 1993, between Bristol-Myers Squibb Company and The Chase Manhattan Bank, as trustee (Incorporated by reference to Exhibit 4.2 to the Form 8-K dated May 27, 1993 and filed on June 3, 1993) 5 -- Opinion with consent of Cravath, Swaine & Moore, counsel to the Company 12 -- Statement of computation of Ratio of Earnings to Fixed Charges 23.1 -- Consent of Cravath, Swaine & Moore, counsel to the company (included in Exhibit 5) 23.2 -- Consent of Price Waterhouse LLP 24 -- Powers of Attorney 25 -- Statement of Eligibility of Trustee - ----------- EX-1 2 UNDERWRITING AGREEMENT Exhibit 1 Bristol-Myers Squibb Company Underwriting Agreement New York, New York To the Representatives named in Schedule I hereto of the several Underwriters named in Schedule II hereto Dear Sirs: Bristol-Myers Squibb Company, a Delaware corporation (the "Company"), proposes to sell to the several underwriters named in Schedule II hereto (the "Underwriters"), for whom the firms named in Schedule I hereto (the "Representatives") are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the "Securities"), issued under an indenture (the "Indenture") dated as of June 1, 1993, between the Company and The Chase Manhattan Bank (National Association), as trustee (the "Trustee"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. 1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Under writer as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (c) hereof. (a) If the offering of the Securities is a Delayed Offering (as specified in Schedule I hereto), paragraph (i) below is applicable and, if the offering of the Securities is a Non-Delayed Offering (as specified in Schedule I hereto), paragraph (ii) below is applicable. (i) The Company meets the requirements for the use of Form S-3 under the Securities Act of 1933 (the "Act") and has filed with the Securities and Exchange Commission (the "Commission") a registration statement (the file number of which is set forth in Schedule I hereto) on such Form, including a basic prospectus, for registration 2 under the Act of the Securities. The Company may have filed one or more amendments thereto, and may have used a Preliminary Final Prospectus, each of which has previously been furnished to you. Such registration statement, as so amended, has become effective. The offering of the Securities is a Delayed Offering and, although the Basic Prospectus may not include all the information with respect to the Securities and the offering thereof required by the Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the respective rules and regulations of the Commission thereunder to be included in the Final Prospectus, the Basic Prospectus includes all such information required by the Act and the Trust Indenture Act and the respective rules and regulations of the Commission thereunder to be included therein as of the Effective Date. The Company will next file with the Commission pursuant to Rules 415 and 424(b)(2) or (5) a final supplement to the form of prospectus included in such registration statement relating to the Securities and the offering thereof. As filed, such final prospectus supple ment shall include all required information with respect to the Securities and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised the Representatives, prior to the Execution Time, will be included or made therein. The Company agrees that it will not, without your agreement, file a Rule 462(b) Registration Statement. (ii) The Company meets the requirements for the use of Form S-3 under the Act and has filed with the Commission a registration statement (the file number of which is set forth in Schedule I hereto) on such Form, including a basic prospec tus, for registration under the Act of the offer ing and sale of the Securities. The Company may have filed one or more amendments thereto, includ ing a Preliminary Final Prospectus, each of which 3 has previously been furnished to you. The Company will next file with the Commission either (x) a final prospectus supplement relating to the Securities in accordance with Rules 430A and 424(b)(1) or (4), or (y) prior to the effective ness of such registration statement, an amendment to such registration statement, including the form of final prospectus supplement. In the case of clause (x), the Company has included in such registration statement, as amended at the Effec tive Date, all information (other than Rule 430A Information) required by the Act and the Trust Indenture Act and the respective rules and regulations of the commission thereunder to be included in the Final Prospectus with respect to the Securities and the offering thereof. As filed, such final prospectus supplement or such amendment and form of final prospectus supplement shall contain all Rule 430A Information, together with all other such required information, with respect to the Securities and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised the Representatives, prior to the Execution Time, will be included or made therein. (b) On the Effective Date, the Registration Statement did or will, and when the Final Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Final Pro spectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act, the Securities Exchange Act of 1934 (the "Exchange Act") and the Trust Indenture Act and the respective rules and regulations of the commission thereunder; on the Effective Date, the Registration Statement did not or will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or neces sary to make the statements therein not misleading; on the Effective Date and on the Closing Date the Indenture did or will comply in all material respects with the requirements of the Trust Indenture Act and 4 the rules thereunder; and, on the Effective Date, the Final Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto). (c) The terms which follow, when used in this Agreement, shall have the meanings indicated. The term the "Effective Date" shall mean each date that the Registration Statement, any post-effective Amendment or amendments thereto and any Rule 462(b) Registration Statement became or become effective. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Basic Prospectus" shall mean the prospectus referred to in paragraph (a) above contained in the Registration Statement at the Effective Date including, in the case of a Non-Delayed Offering, any Preliminary Final Prospectus. "Preliminary Final Prospectus" shall mean any preliminary prospectus supplement to the Basic Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time, together with the Basic Prospectus or, if, in the case of a Non-Delayed Offering, no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Securities, including the Basic Prospectus, included in the Registration Statement at the Effective Date. "Registration Statement" shall mean the registration statement referred to in paragraph (a) above, including 5 incorporated documents, exhibits and financial statements, as amended at the Execution Time (or, if not effective at the Execution Time, in the form in which it shall become effective) and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date (as hereinafter defined), shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be. Such term shall include any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. "Rule 415", "Rule 424", "Rule 430A", Rule 462" and "Regulation S-K" refer to such rules or regulation under the Act. "Rule 430A Information" means information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the initial registration statement (File Number [ ]). Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. A "Non-Delayed Offering" shall mean an offering of securities which is intended to commence promptly after the effective date of a registration statement, with the result that, pursuant to Rules 415 and 430A, all information (other than Rule 430A Information) with respect to the secu rities so offered must be included in such registration statement at the effective date thereof. A "Delayed offering" shall mean an offering of securities pursuant to Rule 415 which does not commence promptly after the 6 effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration state ment at the effective date thereof with respect to the securities so offered. Whether the offering of the Securities is a Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto. Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter. 2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and war ranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Secur ities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities". If so provided in Schedule I hereto, the Under writers are authorized to solicit offers to purchase Secu rities from the Company pursuant to delayed delivery con tracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the accounts of the several Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, invest ment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in 7 all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Secu rities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total prin cipal amount of Securities to be purchased by all Under writers shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities. 3. Delivery and Payment. Delivery of and payment for the Underwriters' Securities shall be made on the date and at the time specified in Schedule I hereto (or such later date not later than five business days after such specified date as the Representatives shall designate), which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Underwriters' securities being herein called the "Closing Date"). Delivery of the Underwriters' Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds. Delivery of the Underwriters' Securities shall be made at such location as the Representatives shall reasonably designate at least one business day in advance of the Closing Date and payment for the Securities shall be made at the office specified in Schedule I hereto. Certificates for the Underwriters' Securities shall be registered in such names and in such denominations as the Representatives may request not less than two full business days in advance of the Closing Date. The Company agrees to have the Underwriters' Securities available for inspection, checking and packaging 8 by the Representatives in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date. 4. Agreements. The Company agrees with the several Underwriters that: (a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supple ment (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished the Representatives a copy for their review prior to filing. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii) when the Final Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement, or any Rule 462(b) Registration Statement, shall have been filed or become effective, (iv) of any request by the Commission for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. 9 (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omis sion or effect such compliance. (c) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earning statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (d) The Company will furnish to the Representa tives and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhib its thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering. (e) The Company will arrange for the qualifica tion of the Securities for sale under the laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided, however, that the Company shall not be required to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (ii) file a general consent to service of process or (iii) subject itself to taxation in any jurisdiction where it would not otherwise be subject to taxation. (f) Until the business day following the Closing Date, the Company will not, without the consent of the 10 Representatives, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or could be expected to, result in the disposition by any person of), directly or indirectly, or announce the offering of, any debt securities covered by the Registration Statement or any other registration statement filed under the Act. 5. Conditions to the Obligations of the Under writers. The obligations of the Underwriters to purchase the Underwriters' Securities shall be subject to the accu racy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 12:00 Noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Final Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have furnished to the Representatives the opinion of Cravath, Swaine & Moore, counsel to the Company, dated the Closing Date, to the effect that: (i) based solely on a certificate from the Secretary of State of the State of Delaware, the Company is a corporation validly existing and in good standing under the laws of the State of Delaware; 11 (ii) none of the issue and sale of the Securities, the consummation of any other of the transactions herein contemplated or the performance of the terms hereof or of any Delayed Delivery Contract will conflict with, result in a breach of, or constitute a default under, the Certificate of Incorporation or By-laws of the Company; (iii) the Indenture and the Securities conform in all material respects to the description thereof contained in the Final Prospectus; the Indenture has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law); and the Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, in the case of the Underwriters' Securities, or by the purchasers thereof pursuant to Delayed Delivery Contracts, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law); (iv) this Agreement and any Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company; 12 (v) the Registration Statement has become effective under the Act; any required filing of the Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effec tiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and (vi) if the Securities are to be listed on any securities exchange, authorization therefor has been given, subject to official notice of issuance and evidence of satisfactory distribution, or the Company has filed a preliminary listing application and all required supporting documents with respect to the Securities with such securities exchange and such counsel has no reason to believe that the Securities will not be authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or the Federal laws of the United States, to the extent deemed proper and specified in such opinion, upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. In addition to the foregoing, such opinion shall also include a statement as follows: During the course of the preparation of the Registration Statement, such counsel has participated in conferences with certain officers of, and with the accountants and counsel for, the Company, representatives of the Underwriters and representatives of counsel for the Underwriters, at which conferences the contents of the Registration Statement and the 13 Prospectus and related matters were discussed, and, although such counsel has not independently verified and is not passing on the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus, such counsel confirms to the Underwriters, on the basis of information gained in the course of the performance of the services rendered above that, the Registration Statement, at the time it became effective, and the Prospectus, as of the Closing Date, (except the financial statements and other information of a statistical, accounting, or financial nature included therein, as to which such counsel need not express any view), appeared on their face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations thereunder. Furthermore, subject to the foregoing, such counsel hereby advises the Underwriters that such counsel's work in connection with this matter did not disclose any information that gave such counsel reason to believe that the Registration Statement, at the time the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, at the Closing Date, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case except for the financial statements and other information of a statistical, accounting or financial nature included therein, as to which such counsel need not express any view). (c) The Company shall have furnished to the Representatives the opinion of its general counsel or associate general counsel, dated the Closing Date, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of property requires such qualification, except to the extent that the failure to so qualify or be in good standing would not have a material adverse effect on the Company; 14 (ii) none of the issue and sale of the Securities, the consummation of any other of the transactions herein contemplated or the fulfillment of the terms hereof or of any Delayed Delivery Contract will conflict with, result in a breach or violation of, or constitute a default under, any law or the terms of any indenture or other agreement or instrument known to such counsel and to which the Company is a party or bound (except for such conflicts, breaches, violations or defaults that would not have a material adverse effect on the holders of the securities, and provided that no opinion need be expressed pursuant to this paragraph (ii) as to any securities laws) or any judgement, order or decree known to such counsel to be applicable to the Company of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company; (iii) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the trans actions contemplated herein or in any Delayed Delivery Contracts, except such as have been obtained under the Act and the Trust Indenture Act in connection with the purchase and distribution of the Securities by the Underwriters and such other approvals (specified in such opinion) as have been obtained; and (iv) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a charac ter required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit, which is not Described or filed as required; and the statements included or incorpo rated in the Final Prospectus describing any legal proceedings or material contracts or agreements relating to the Company fairly summarize such matters. 15 In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or the Federal laws of the United States, to the extent deemed proper and specified in such opinion, upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (c) include any supplements thereto at the Closing Date. (d) The Representatives shall have received from [ ], counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Securities, the Indenture, any Delayed Delivery Contracts, the Registration Statement, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board, the President or any Executive Vice President and by the principal financial officer, the principal accounting officer, the Treasurer or the Controller of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus, any supplements to the Final Prospectus and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effective ness of the Registration Statement has been issued and no proceedings for that purpose have been 16 instituted or, to the Company's knowledge, threat ened; and (iii) since the date of the most recent finan cial statements included in the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change, or any develop ment involving a prospective material adverse change, in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto). (f) At the Closing Date, Price Waterhouse LLP shall have furnished to the Representatives a letter or letters (which may refer to letters previously deliv ered to one or more of the Representatives), dated as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and that they have performed a review of the unaudited interim financial information of the Company for the -month period ended , 19 , and as at , 19 , in accordance with Statement of Accounting Standards No. 71 and stating in effect that: (i) in their opinion the audited financial statements and related financial statement schedules included or incorporated in the Registration Statement and the Final Prospectus and reported on by them comply in form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying out certain specified procedures (but not an examina tion in accordance with generally accepted audit ing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and executive and audit committees of 17 the Company; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subse quent to the date of the most recent audited financial statements in or incorporated in the Final Prospectus, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated in the Registration Statement and the Final Prospectus do not comply in form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial state ments included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement and the Final Prospectus; (2) with respect to the period subse quent to the date of the most recent finan cial statements (other than any capsule information), audited or unaudited, in or incorporated in the Registration Statement and the Final Prospectus, there were any changes, at a specified date not more than five business days prior to the date of the letter, in the long-term debt of the Company and its subsidiaries or capital stock of the Company (other than due to changes resulting from changes in foreign currency translation and changes resulting from transactions in the normal course of business) or decreases in the stockholders' equity of the Company (other than changes due to the granting of employee stock options and stock repurchases pursuant to the Company's stock repurchase plan, and changes in the cumulative translation account) as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Registration Statement and the Final Prospec tus, or for the period from the date of the 18 most recent financial statements included or incorporated in the Registration Statement and the Final Prospectus to such specified date there were any decreases, as compared with the corresponding period in the preced ing year in net sales, earnings before income taxes or net earnings of the Company and its subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; and (3) the information included in the Registration Statement and Prospectus in response to Regulation S-K, Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Regulation S-K; (iii) they have performed certain other speci fied procedures as a result of which they deter mined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical informa tion derived from the general accounting records of the Company and its subsidiaries) set forth or incorporated in the Registration Statement and the Final Prospectus and in Exhibit 12 to the Regis tration Statement, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation; and (iv) if pro forma financial statements are included or incorporated in the Registration Statement and the Final Prospectus, on the basis of a reading of the unaudited pro forma financial statements, carrying out certain specified proce dures, inquiries of certain officials of the Company and the acquired company who have respon sibility for financial and accounting matters, and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply in form in all material respects 19 with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements. References to the Final Prospectus in this para graph (f) include any supplement thereto at the date of the letter. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Final Prospectus (exclusive of any supplement to such Final Prospectus), there shall not have been (i) any change or decrease specified in the letter referred to in paragraph (f) of this Section 5 or (ii) any change, or any development involving a prospective change, in or affecting the business or properties of the Company and its subsidiaries the effect of which, in any case referred to in clause (i) or (ii) above, is, in the reasonable judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Final Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Repre sentatives may reasonably request. (i) The Company shall have accepted Delayed Delivery Contracts in any case where sales of Contract securities arranged by the Underwriters have been approved by the Company. If any of the conditions specified in this Sec tion 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or else where in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. 6. Reimbursement of Underwriters' Expenses. If the sale of the Securities provided for herein is not 20 consummated (i) because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, (ii) because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof other than by reason of a default by any of the Underwriters or (iii) because of the termination of this Agreement under Section 9(iv) hereof, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. 7. Indemnification and Contribution. (a) The company agrees to indemnify and hold harmless each Under writer, the directors, officers, employees and agents of each Underwriter and each person who controls any Under writer within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabili ties, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the -------- ------- Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein and (ii) such indemnity with respect to any Preliminary Final Prospectus will not inure to the benefit of any Underwriter from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if (A) such Underwriter did not deliver a copy of the Final Prospectus (or the Final 21 Prospectus as then amended or supplemented) to such person at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act, (B) the untrue statement or omission of a material fact contained in such Preliminary Final Prospectus was corrected in the Final Prospectus (or the Final Prospectus as then amended or supplemented) and (C) the Company has previously furnished copies of the Final Prospectus (or of the Final Prospectus as then amended or supplemented) to such Underwriter. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally agrees to indem nify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act against any and all losses, claims damages or labilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the foregoing indemnity will apply only to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth (i) in the last paragraph of the cover page, (ii) in the [ ] [paragraphs] under "Underwriting" and (iii) if Schedule I hereto provides for sales of Securities pursuant to delayed delivery arrangements, in the [ ] [paragraphs] under "Delayed Delivery Arrangements" in any Preliminary Final Prospectus or the Final Prospectus constitute the only 22 information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity, and the Representatives confirm that such statements are correct. (c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writ ing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemni fying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indem nified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party and, subject to the next sentence, the indemnifying party shall only be required to bear the expense of one counsel (plus any local counsel) for all indemnified parties. Notwithstanding the indemnifying party's election to appoint counsel to represent the indem nified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reason able fees, costs and expenses of such separate counsel and shall reimburse the indemnified party, as incurred, for such fees, costs and expenses as well as for related costs of investigation, if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time 23 after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemni fied party from all liability arising out of such claim, action, suit or proceeding. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and by the Underwriters from the offering of the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securi ties) be responsible for any amount in excess of the under writing discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavail able for any reason, the Company and the Underwriters shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and of the Underwriters in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deduct ing expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by the Company or the Underwriters. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata 24 allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). 8. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any 25 nondefaulting Underwriter for damages occasioned by its default hereunder. 9. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representa tives, by notice given to the Company prior to delivery of and payment for the Securities, if prior to such time (i) trading in the Company's Common Stock shall have been suspended by the Commission or the New York Stock Exchange or the Pacific Stock Exchange or trading in securities generally on the New York Stock Exchange or the Pacific Stock Exchange shall have been suspended or limited or minimum prices shall have been established on any such Exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, the effect of which on financial markets of the United States is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Final Prospectus (exclusive of any supplement thereto) or (iv) subsequent to the Execution Time, there shall have been any decrease in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined by the Commission for purposes of Rule 436(g)(2) under the Act) or any public notice given by such organization of any intended or potential decrease in any such rating. 10. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 6 and 7 hereof shall survive the termination or cancellation of this Agreement. 11. Notices. All communications hereunder will be in writing and effective only on receipt, and, If sent to the Representatives, will be mailed, delivered or telecopied and confirmed to them, at the address specified in Schedule I hereto; or, if sent to the Company, will be mailed, delivered or telecopied and confirmed to it at Bristol-Myers Squibb Company, 345 Park Avenue, New York, 26 N.Y. 10154, telecopier number (212) 546-9966, attention of the General Counsel. 12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder. 13. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York. 14. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. If the foregoing is in accordance with your under standing of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, Bristol-Myers Squibb Company, By: .......................... Name: Title: 27 The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. [name of manager] [name of comanager, if any] By: [name of manager] By: ............................................... Name: Title: 28 For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. or [name of manager] By: ............................................... Name: Title: For itself and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. 29 SCHEDULE I Underwriting Agreement dated Registration Statement No. Representative(s): Title, Purchase Price and Description of Securities: Title: Principal amount: Purchase price (include accrued interest or amortization of original issue discount, if any): Sinking fund provisions: Redemption provisions: Other provisions: Closing Date, Time and Location: Type of Offering: [Delayed Offering or Non-Delayed Offering] Delayed Delivery Arrangements: Fee: Minimum principal amount of each contract: $ Maximum aggregate principal amount of all contracts: $ 30 SCHEDULE II Principal Amount of Securities to Underwriters be Purchased - --------------- ----------------- $ --------------------- Total............................... $ ===================== 1 SCHEDULE III Delayed Delivery Contract [Date] [Insert name and address of lead Representative] Dear Sirs: The undersigned hereby agrees to purchase from Bristol-Myers Squibb Company (the "Company"), and the Company agrees to sell to the undersigned, on , 19 , (the "Delivery Date"), $ principal amount of the Company's (the "Securities") offered by the Company's Prospectus dated , 19 , and related Prospectus Supplement dated , 19 , receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus [accrued interest] [amortization of original issue discount], if any, thereon from , 19 , to the date of payment and delivery, and on the further terms and conditions set forth in this contract. Payment for the Securities to be purchased by the undersigned shall be made on or before 11:00 AM, New York City time, on the Delivery Date to or upon the order of the Company in New York Clearing House (next day) funds, at your office or at such other place as shall be agreed between the Company and the undersigned, upon delivery to the under signed of the Securities in definitive fully registered form and in such authorized denominations and registered in such names as the undersigned may request by written or tele graphic communication addressed to the Company not less than five full business days prior to the Delivery Date. If no request is received, the Securities will be registered in the name of the undersigned and issued in a denomination equal to the aggregate principal amount of Securities to be purchased by the undersigned on the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date, and the obligation of the Company to sell and deliver Securities on the Delivery Date, shall be subject to the conditions (and neither party shall incur any liability by reason of the failure thereof) that (1) the purchase of Securities to be made by the undersigned, which purchase the undersigned 2 represents is not prohibited on the date hereof, shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject, and (2) the Company, on or before the Delivery Date, shall have sold to certain underwriters (the "Underwriters") such principal amount of the Securities as is to be sold to them pursuant to the Underwriting Agreement referred to in the Prospectus and Prospectus Supplement mentioned above. Promptly after completion of such sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. The obligation of the undersigned to take delivery of and make payment for the Securities, and the obligation of the Company to cause the Securities to be sold and delivered, shall not be affected by the failure of any purchaser to take delivery of and make payment for the Securities pursuant to other contracts similar to this contract. This contract will inure to the benefit of and be binding upon the parties hereto and their respective succes sors, but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of this contract and other similar contracts is in the Company's sole discre tion and, without limiting the foregoing, need not be on a first come, first served basis. If this contract is acceptable to the Company, it is required that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned, as of the date first above written, when such counterpart is so mailed or delivered. 3 This agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, ................................... (Name of Purchaser) By ................................... (Signature and Title of Officer) ................................... (Address) Accepted: Bristol-Myers Squibb Company, By .............................................. (Authorized Signature) EX-5 3 REGISTRATION STATEMENT Exhibit 5 [Letterhead of] CRAVATH, SWAINE & MOORE [New York Office] April 2, 1998 Bristol-Myers Squibb Company Registration Statement on Form S-3 Dear Sirs: We have acted as counsel to Bristol-Myers Squibb Company (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933 (the "Act") relating to the registration under the Act of debt securities of the Company to be issued in one or more series in an aggregate principal amount not to exceed $1,000,000,000 (the "Debt Securities"). In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, certificates of corporate officers and government officials and such other documents as we have deemed necessary or appropriate for the purposes of this opinion. As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents furnished to us by the Company without independent verification of their accuracy. We have also assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies. Based upon the foregoing, we are of opinion that the filing of the Registration Statement and the registration of the Debt Securities under the Act and the 2 execution and delivery by the Company of the Indenture (the "Indenture") dated as of June 1, 1993, between the Company and The Chase Manhattan Bank (National Association) (the "Trustee"), which Indenture is Exhibit 4.1 to the Registration Statement, have been duly authorized by the Company, and that, assuming (i) the authorization by the Board of Directors of the Company, or by persons authorized by such Board of Directors, of the issuance, execution and delivery of any series of Debt Securities, (ii) the due execution and delivery of the Indenture by the Company and (iii) the due authorization, execution and delivery of the Indenture by the Trustee, the Debt Securities of that series, when duly executed by the Company, duly authenticated by the Trustee, and duly issued and delivered against payment therefor in the manner set forth in the Indenture, will have been legally issued and will constitute valid and binding obligations of the Company, entitled to the benefits of the Indenture, and enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally from time to time in effect and to general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. We are admitted to practice only in the State of New York and express no opinion as to matters governed by any laws other than the laws of the State of New York, the Delaware General Corporation Law and the Federal laws of the United States of America. We hereby consent to the references to us under the heading "Legal Opinions" in the prospectus forming part of the Registration Statement and to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is 3 required under Section 7 of the Act or the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, CRAVATH, SWAINE & MOORE Bristol-Myers Squibb Company 345 Park Avenue New York, NY 10154 Attention of John L. McGoldrick, Esq. EX-12 4 RATIO OF EARNINGS Exhibit 12 BRISTOL-MYERS SQUIBB COMPANY Ratio of Earnings to Fixed Charges For purposes of computing the ratio of earnings to fixed charges, "earnings" consist of income before provision for income taxes and fixed charges (excluding capitalized interest), and "fixed charges" consist of interest and debt expense, capitalized interest and one-third of rental expenses (which the Company believes is a reasonable approximation of the interest factor of such rental expense). The following table sets forth the ratio of earnings to fixed charges for the Company (in millions, except ratio amounts) for each of the years ended December 31,
Earnings 1993 1994 1995 1996 1997 - -------- ------- ------- ------- ------- ------- Earnings before income taxes $ 2,571 $ 2,555 $ 2,402 $ 4,013 $ 4,482 Fixed charges 118 128 157 136 169 Capitalized interest (14) (15) (15) (15) (10) ------- ------- ------- ------- ------- Total Earnings $ 2,675 $ 2,668 $ 2,544 $ 4,134 $ 4,641 ======= ======= ======= ======= ======= Fixed Charges Interest and debt expense $ 57 $ 68 $ 97 $ 78 $ 118 Capitalized interest 14 15 15 15 10 One-third of rental expense 47 45 45 43 41 ------- ------- ------- ------- ------- Total Fixed Charges $ 118 $ 128 $ 157 $ 136 $ 169 ======= ======= ======= ======= ======= Ratio of Earnings to 22.67(a) 20.84(b) 16.20(c) 30.40 27.46 Fixed Charges ======= ======= ======= ======= =======
- -------- (a) Earnings in 1993 reflect a $500 million charge before taxes for pending and future product liability claims. Excluding this charge, the ratio of earnings to fixed charges for 1993 would have been 26.91. (b) Earnings in 1994 reflect a $750 million charge before taxes for pending and future product liability claims. Excluding this charge,the ratio of earnings to fixed charges for 1994 would have been 26.70. (c) Earnings in 1995 reflect a $950 million charge before taxes for pending and future product liability claims and a $310 million charge before taxes for restructuring. Excluding this charge, the ration of earnings to fixed charges would have been 24.23. EX-23.2 5 CONSENT Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated January 22, 1998 appearing on page 57 of Bristol-Myers Squibb Company's Annual Report on Form 10-K for the year ended December 31, 1997. We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP New York, New York April 2, 1998 EX-24 6 POWER OF ATTORNEY Exhibit 24 Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Bristol-Myers Squibb Company (the "Company") constitutes and appoints John L. McGoldrick, Esq., Senior Vice President, Law and Strategic Planning and General Counsel of the Company, and Alice C. Brennan, Vice President and Secretary of the Company, as his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of up to $1,000,000,000 aggregate initial public offering price of debt securities, and any or all amendments to such Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and other appropriate governmental agencies, and grants unto said attorneys-in-fact and agents 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 intent and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said 2 attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have duly signed this Power of Attorney this 3rd day of March, 1998. /s/ Charles A. Heimbold, Jr. /s/ Robert E. Allen Charles A. Heimbold, Jr. Robert E. Allen /s/ Louis V. Gerstner, Jr. /s/ Ellen V. Futter Louis V. Gerstner, Jr. Ellen V. Futter /s/ John D. Macomber /s/ Laurie H. Glimcher, M.D. John D. Macomber Laurie H. Glimcher, M.D. /s/ James D. Robinson III /s/ Michael F. Mee James D. Robinson III Michael F. Mee /s/ Andrew C. Sigler /s/ Frederick S. Schiff Andrew C. Sigler Frederick S. Schiff /s/ Louis W. Sullivan, M.D. Louis W. Sullivan, M.D. EX-25 7 STATEMENT OF ELIGIBILITY ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- THE CHASE MANHATTAN BANK (Exact name of trustee as specified in its charter) New York 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 Park Avenue New York, New York 10017 (Address of principal executive offices) (Zip Code)4 William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) --------------------------------------------- Bristol-Myers Squibb Company (Exact name of obligor as specified in its charter) Delaware 22-079-0350 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 345 Park Avenue New York, NY 10154 (Address of principal executive offices) (Zip Code) ------------------------------------------------ Debt Securities (Title of the indenture securities) ------------------------------------------------------------ 2 GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 3 Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, The Chase Manhattan Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 13th day of March, 1998. THE CHASE MANHATTAN BANK By /s/ James P. Freeman ----------------------- James P. Freeman Assistant Vice President 4 Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF The Chase Manhattan Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 1997, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS in Millions Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin .....................................$ 12,428 Interest-bearing balances .............................. 3,428 Securities: Held to maturity securities ........................... 2,561 Available for sale securities ............................... 43,058 Federal funds sold and securities purchased under agreements to resell .................................. 29,633 Loans and lease financing receivables: Loans and leases, net of unearned income $129,260 Less: Allowance for loan and lease losses 2,783 Less: Allocated transfer risk reserve ..... 0 ------- Loans and leases, net of unearned income, allowance, and reserve ................................. 126,477 Trading Assets .............................................. 62,575 Premises and fixed assets (including capitalized leases) ................................................ 2,943 Other real estate owned ..................................... 295 Investments in unconsolidated subsidiaries and associated companies ................................... 231 Customers' liability to this bank on acceptances outstanding ............................................ 1,698 Intangible assets ........................................... 1,466 Other assets ................................................ 10,268 ------- TOTAL ASSETS ................................................ $297,061 ======== 5 LIABILITIES Deposits In domestic offices ..................................... $ 94,524 Noninterest-bearing .................$39,487 Interest-bearing .................... 55,037 ------ In foreign offices, Edge and Agreement, subsidiaries and IBF's .................................. 71,162 Noninterest-bearing ..................... $ 3,205 Interest-bearing ........................ 67,957 Federal funds purchased and securities sold under agree- ments to repurchase .......................................... 43,181 Demand notes issued to the U.S. Treasury ..................... 1,000 Trading liabilities .......................................... 48,903 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): With a remaining maturity of one year or less ........... 3,599 With a remaining maturity of more than one year through three years .............................. 253 With a remaining maturity of more than three years ..... 132 Bank's liability on acceptances executed and outstanding ..... 1,698 Subordinated notes and debentures ............................ 5,715 Other liabilities ............................................ 9,896 TOTAL LIABILITIES ............................................ 280,063 ------- EQUITY CAPITAL Perpetual preferred stock and related surplus ................ 0 Common stock ................................................. 1,211 Surplus (exclude all surplus related to preferred stock) .... 10,291 Undivided profits and capital reserves ....................... 5,502 Net unrealized holding gains (losses) on available-for-sale securities ............................. (22) Cumulative foreign currency translation adjustments .......... 16 TOTAL EQUITY CAPITAL ......................................... 16,998 --------- TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 297,061 ========= I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) THOMAS G. LABRECQUE ) DIRECTORS WILLIAM B. HARRISON, JR. ) -----END PRIVACY-ENHANCED MESSAGE-----