EX-25.01 5 a2132546zex-25_01.htm EXHIBIT 25.01
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EXHIBIT 25.01

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)    / /

JPMORGAN CHASE BANK
(Exact name of trustee as specified in its charter)

New York
(State of incorporation
if not a national bank)		       13-4994650
(I.R.S. employer
identification No.)

270 Park Avenue
New York, New York 10017
(Address of principal executive offices)
 
 
 
10017
(Zip Code)

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
(State or other jurisdiction of
incorporation or organization)		       22-0790350
(I.R.S. employer
identification No.)

345 Park Avenue
New York, New York
(Address of principal executive offices)
 
 
 
10154
(Zip Code)

Floating Rate Convertible Senior Debentures due 2023
(Title of the indenture securities)


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 and Guarantors.

        If the obligor or any Guarantor is an affiliate of the trustee, describe each such affiliation.

        None.

Item 16. List of Exhibits

        List below all exhibits filed as a part of this Statement of Eligibility.

1.
A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration statement No. 333-76894, 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 November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase 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 333-76894, 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 November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase 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, JPMorgan Chase 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 15th day of March, 2004.

    JPMORGAN CHASE BANK

 
 
By
/s/  L. O'BRIEN      
L. O'Brien
 Vice President

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase 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, 2003, 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
in Millions
  
ASSETS        

Cash and balances due from depository institutions:
 
 
 
 
  Noninterest-bearing balances and currency and coin   $ 19,429  
  Interest-bearing balances     9,602  
Securities:        
Held to maturity securities     176  
Available for sale securities     53,625  
Federal funds sold and securities purchased under agreements to resell        
  Federal funds sold in domestic offices     26,067  
  Securities purchased under agreements to resell     80,099  
Loans and lease financing receivables:        
  Loans and leases held for sale     20,359  
  Loans and leases, net of unearned income   $ 163,864        
  Less: Allowance for loan and lease losses     3,151        
  Loans and leases, net of unearned income and allowance     160,713  
Trading Assets     197,197  
Premises and fixed assets (including capitalized leases)     6,010  
Other real estate owned     128  
Investments in unconsolidated subsidiaries and associated companies     828  
Customers' liability to this bank on acceptances outstanding     225  
Intangible assets        
  Goodwill     2,315  
  Other Intangible assets     4,997  
Other assets     46,892  
         
 
TOTAL ASSETS   $ 628,662  
         
 
               

LIABILITIES
 
 
 
 

Deposits
 
 
 
 
  In domestic offices   $ 190,249  
  Noninterest-bearing   $ 74,112        
  Interest-bearing     116,137        
  In foreign offices, Edge and Agreement subsidiaries and IBF's     136,496  
  Noninterest-bearing   $ 6,355        
  Interest-bearing     130,141        

Federal funds purchased and securities sold under agreements to repurchase:
 
 
 
 
  Federal funds purchased in domestic offices     4,639  
  Securities sold under agreements to repurchase     71,995  
Trading liabilities     128,738  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)     23,496  
Bank's liability on acceptances executed and outstanding     225  
Subordinated notes and debentures     8,028  
Other liabilities     26,985  
         
 
TOTAL LIABILITIES     590,851  
         
 
Minority Interest in consolidated subsidiaries     320  

EQUITY CAPITAL
 
 
 
 

Perpetual preferred stock and related surplus
 
 
0
 
Common stock     1,785  
Surplus (exclude all surplus related to preferred stock)     16,318  
Retained earnings     19,590  
Accumulated other comprehensive income     (202 )
Other equity capital components     0  
         
 
TOTAL EQUITY CAPITAL     37,491  
         
 
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL   $ 628,662  
         
 
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.
 
 
 
 

WILLIAM B. HARRISON JR
 
)
 
 
WILLIAM H. GRAY, III   )   DIRECTORS
HELENE L. KAPLAN   )    


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GENERAL
SIGNATURE