SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
Commission File Number 1-1136
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
Delaware 22-079-0350
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
345 Park Avenue, New York, N.Y. 10154
(Address of principal executive offices)
Telephone: (212) 546-4000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
At March 31, 1996, there were 502,892,408 shares of outstanding of the
Registrant's $.10 par value Common Stock.
BRISTOL-MYERS SQUIBB COMPANY
INDEX TO FORM 10-Q
March 31, 1996
Page No.
--------
Part I - Financial Information:
Condensed Financial Statements (Unaudited):
Consolidated Balance Sheet - March 31, 1996
and December 31, 1995 2 - 3
Consolidated Statement of Earnings for the three
months ended March 31, 1996 and 1995 4
Consolidated Statement of Cash Flows for the three
months ended March 31, 1996 and 1995 5
Management's Discussion and Analysis of Financial
Condition and Results of Operations 6 - 9
Part II - Other Information 10 - 12
Signatures 13
-1-
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET - ASSETS
(Unaudited, in millions of dollars except share amounts)
March 31, December 31,
1996 1995
---------- -----------
Current Assets:
Cash and cash equivalents $ 1,305 $ 1,645
Time deposits and marketable
securities 501 533
Receivables, net of allowances 2,386 2,356
Finished goods 945 892
Work in process 173 180
Raw and packaging materials 366 379
---------- ----------
Inventories 1,484 1,451
Prepaid expenses 1,086 1,033
---------- ----------
Total Current Assets 6,762 7,018
---------- ----------
Property, Plant and Equipment 6,341 6,264
Less: Accumulated depreciation 2,576 2,504
---------- ----------
3,765 3,760
---------- ----------
Insurance Recoverable 941 959
Excess of cost over net tangible assets
received in business acquisitions 1,419 1,219
Other Assets 937 973
---------- ----------
Total Assets $13,824 $13,929
========== ==========
-2-
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET -
LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited, in millions of dollars except share amounts)
March 31, December 31,
1996 1995
---------- -----------
Current Liabilities:
Short-term borrowings $ 526 $ 575
Accounts payable 843 848
Accrued expenses 1,929 1,939
U.S. and foreign income taxes payable 762 744
Product liability 700 700
---------- ----------
Total Current Liabilities 4,760 4,806
Product Liability 1,504 1,645
Other Liabilities 998 1,021
Long-Term Debt 626 635
---------- ----------
Total Liabilities 7,888 8,107
---------- ----------
Stockholders' Equity:
Preferred stock, $2 convertible series:
Authorized 10 million shares; issued
and outstanding 17,180 in 1996 and
19,023 in 1995, liquidation value
of $50 per share - -
Common stock, par value of $.10 per share:
Authorized 1.5 billion shares; issued
540,194,751 in 1996 and 540,185,639
in 1995 54 54
Capital in excess of par value of stock 371 375
Cumulative translation adjustments (336) (327)
Retained earnings 8,264 7,917
---------- ----------
8,353 8,019
Less cost of treasury stock - 37,302,343
common shares in 1996 and 34,953,311
in 1995 2,417 2,197
---------- ----------
Total Stockholders' Equity 5,936 5,822
---------- ----------
Total Liabilities and Stockholders' Equity $13,824 $13,929
========== ==========
-3-
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited, in millions of dollars except per share amounts)
Three Months Ended
March 31,
------------------
1996 1995
------- -------
Net Sales $3,669 $3,301
------ ------
Expenses:
Cost of products sold 935 877
Marketing, selling, administrative
and other 983 827
Advertising and product promotion 427 375
Research and development 302 290
------ ------
2,647 2,369
------ ------
Earnings Before Income Taxes 1,022 932
Provision for income taxes 296 275
------ ------
Net Earnings $ 726 $ 657
====== ======
Earnings Per Common Share $1.44 $1.29
====== ======
Average Common Shares Outstanding (in millions) 504 507
====== ======
Effective Tax Rate 29.0% 29.5%
====== ======
Dividends Per Common Share $.75 $.74
====== ======
-4-
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited, in millions of dollars)
Three Months Ended
March 31,
-------------------
1996 1995
------- --------
Cash Flows From Operating Activities:
Net earnings $ 726 $ 657
Depreciation and amortization 131 86
Other operating items (5) 14
Receivables (57) 15
Inventories (52) (57)
Accounts payable 6 65
Accrued expenses 56 115
Product liability (142) (104)
Income taxes 60 127
Other assets and liabilities (108) (165)
-------- --------
Net Cash Provided by Operating Activities 615 753
-------- --------
Cash Flows From Investing Activities:
Proceeds from sales of time deposits
and marketable securities 59 112
Purchases of time deposits
and marketable securities (16) (11)
Additions to fixed assets (115) (90)
Acquisition of businesses (243) (262)
Other, net 4 (16)
-------- --------
Net Cash Used in Investing Activities (311) (267)
-------- --------
Cash Flows From Financing Activities:
Short-term borrowings (38) 38
Long-term debt (1) (1)
Issuances of common stock under stock plans 40 16
Purchases of treasury stock (264) (40)
Dividends paid (379) (376)
-------- --------
Net Cash Used in Financing Activities (642) (363)
-------- --------
Effect of Exchange Rates on Cash (2) 1
-------- --------
(Decrease) Increase in Cash and Cash Equivalents (340) 124
Cash and Cash Equivalents at Beginning of Period 1,645 1,642
-------- --------
Cash and Cash Equivalents at End of Period $1,305 $1,766
======== ========
-5-
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
Basis of Presentation
- ---------------------
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements include all adjustments (consisting only of normal
adjustments) necessary for a fair presentation of the financial position of
Bristol-Myers Squibb Company (the "Company") at March 31, 1996 and
December 31, 1995, the results of operations for the three months ended
March 31, 1996 and 1995, and cash flows for the three months ended
March 31, 1996 and 1995. These condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements
and the related notes included in the Company's 1995 Annual Report on
Form 10-K.
First Quarter Results of Operations
- -----------------------------------
Sales
- ------
Worldwide sales for the first quarter of 1996 increased 11% over the prior
year to $3,669. The consolidated sales growth resulted from a 12% increase
due to volume and a 1% decrease due to the unfavorable effect of foreign
currency translation. Changes in selling prices had no effect on total
sales growth. Domestic sales increased 10% and international sales increased
12% (14% excluding the favorable effect of foreign currency translation).
Worldwide sales for the first quarter of 1995 increased 16% compared to the
first quarter of 1994. Excluding the acquisitions of the UPSA Group, Matrix
Essentials, Inc. and Calgon Vestal Laboratories and the divestiture of
Xomed-Treace, Inc., sales increased 10% for the first quarter of 1995.
In general, the business of the Company's industry segments is not seasonal.
Industry Segments
- -----------------
Three Months Ended March 31,
---------------------------------------
Net Sales % Change
------------------- ----------------
1996 1995 1996 1995
--------- --------- ------ ------
Pharmaceutical Products $2,155 $1,895 14 % 13%
Medical Devices 438 453 (3)% 9%
Nonprescription Health Products 674 580 16 % 26%
Toiletries and Beauty Aids 402 373 8 % 32%
--------- ---------
Total Company $3,669 $3,301 11 % 16%
========= =========
-6-
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
Sales in the pharmaceutical products segment, which is the largest segment
at 59% of total Company sales, increased 14% over the first quarter of 1995
to $2,155. Sales growth resulted from an increase in volume, with no effect
due to changes in selling prices and foreign currency translation. Sales of
cardiovascular drugs, the largest product group in the segment, increased
8% to $738. Sales of PRAVACHOL*, a cholesterol-lowering agent, increased 47%.
PRAVACHOL* is benefiting from a number of clinical studies, including the
landmark Pravastatin Primary Prevention Study, demonstrating its potential
benefits for a wide range of patients. The recently issued Cholesterol and
Recurrent Events (CARE) study is expected to yield additional benefits in
future quarters. MONOPRIL*, a second generation ACE inhibitor with
once-a-day dosage, also contributed to the increase in cardiovascular sales.
Increases in sales of these products were partially offset by the 15%
decline in sales of captopril, an angiotensin converting enzyme (ACE)
inhibitor sold primarily under the trademark CAPOTEN*. This decrease is
primarily due to the loss of its patent exclusivity in the U.S. in February
1996 and in Germany in February 1995. Sales of anti-cancer drugs increased
12% to $450, due to strong sales of TAXOL* (paclitaxel), the Company's
leading anti-cancer agent, and PARAPLATIN*. These increases were partially
offset by decreases in sales of PLATINOL* and VEPESID*. Anti-infective drug
sales increased 1% to $430. Strong gains were recorded for VIDEX* and ZERIT*,
the Company's two antiretroviral agents, both of which benefited from positive
regulatory agency actions in the U.S. and Europe, expanding markets for both
of the products. MAXIPIME*, a fourth generation injectable cephalosporin,
introduced in international markets in 1995 and recently approved for
marketing in the U.S., also contributed to the growth of anti-infectives.
Growth in these products was partially offset by decreases in DURICEF* and
CEFZIL*. Sales of central nervous system drugs including BUSPAR*, the
Company's novel anti-anxiety agent, SERZONE*, an anti-depressant which
offers a low incidence of side effects, and STADOL NS*, a prescription nasal
spray analgesic, continued to experience very good growth. Dermatological
drug sales increased primarily due to strong sales of DOVONEX*, a vitamin D3
analog for the treatment of moderate psoriasis. Glucophage, an oral
medication for non-insulin dependent diabetes, launched in April 1995 in the
U.S., performed exceptionally well. The Company expanded its market position
in the important Argentina pharmaceutical market, becoming the seventh largest
drug company there with the acquisition in March of Argentia SA, one of that
country's largest manufacturers and marketers of ethical pharmaceuticals.
Also, the integration of two other recent acquisitions is proceeding. They
are A/S GEA, acquired in September 1995, a leading manufacturer and marketer
of branded generic products for the Scandinavian market, and Pharmavit,
acquired in January 1996, one of Hungary's leading manufacturers of
over-the-counter medicines, nutritional products and generic pharmaceuticals.
For the first quarter of 1995, sales of the pharmaceutical products segment
increased 13% over the first quarter of 1994 as a result of increases in sales
of anti-cancer, anti-infective, cardiovascular, central nervous system and
dermatological drugs.
* Indicates brand names of products which are registered trademarks owned
by the Company.
-7-
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
In the medical devices segment, sales of $438 were 3% below prior year levels,
reflecting a 1% decrease due to selling prices and a 2% decrease due to volume.
Foreign currency translation had no effect on sales for the quarter. The
Company continues to be the world market share leader in knee and hip
replacements as well as ostomy and modern wound care products and is developing
a number of new product enhancements in each of these categories. The
Company expects to launch a major new hip replacement device, the VERSYS* Hip
System, later this year. The NEXGEN* Complete Knee Solution continues to gain
worldwide acceptance. In addition, Seabrook Medical Systems, Inc. a
manufacturer and distributor of thermal therapy products, was acquired in
April 1996. For the first quarter of 1995, medical devices segment sales
increased 9% (5% excluding the effect of the acquisition of Calgon Vestal
Laboratories and the divestiture of Xomed-Treace, Inc.) over the prior year
due to increased sales of prosthetic implants, ostomy and wound care products.
Sales of the nonprescription health products segment increased 16% to $674,
reflecting a 16% increase due to volume, a 1% increase in selling prices, and
a 1% decrease due to the unfavorable effect of foreign currency. Nutritional
product sales also increased 16%. Sales of ENFAMIL*, the Company's largest
selling infant formula, as well as NUTRAMIGEN* and LACTOFREE*, special infant
formulas, performed well. During the first quarter, the Company was awarded
sole-source contracts for Oklahoma and the New England States Alliance under
the Women, Infants and Children (WIC) Program. BOOST* and SUSTACAL*
nutritional beverages, launched directly to consumers in the fourth quarter
of 1995, also contributed to sales growth. Sales of analgesics, increased
primarily due to the strong performance of EXCEDRIN*, the Company's leading
analgesic in the U.S. Sales of the UPSA Group grew, driven by sales of
EFFERALGAN*, DAFALGAN* and ASPIRINE UPSA* in Europe. For the first quarter
of 1995, the nonprescription health products segment sales increased 26%
(an increase of 9% excluding the effect of the acquisition of the UPSA Group
in September, 1994) over the prior year, primarily due to increased sales of
infant formulas and analgesics.
Sales of the toiletries and beauty aids segment increased 8% over the prior
year to $402, reflecting a 7% increase due to volume, a 2% increase due to
selling prices, and a 1% decrease due to the unfavorable effect of foreign
currency. Sales of hair care products increased due to strong market growth
of HERBAL ESSENCES*, SYSTEME BIOLAGE* and INFUSIUM 23* complete lines of
shampoos and conditioners. Haircoloring product sales increased, primarily
due to sales of NATURAL INSTINCTS* and salon haircolorings. Skin care
products sales increased, primarily due to strong introductory sales of
KERI* facial care products in Japan. For the first quarter of 1995, sales of
the toiletries and beauty aids segment increased 32% (an increase of 11%
excluding the effect of the acquisition of Matrix Essentials, Inc. in
August, 1994) over the prior year, primarily due to increases in sales of
haircoloring and hair care products.
-8-
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
Cost of Products Sold and Operating Expenses
- --------------------------------------------
Total costs and expenses for the quarters ended March 31, 1996 and 1995, as a
percentage of sales, were 72.1% and 71.8%, respectively. Cost of products
sold decreased to 25.5% of sales from 26.6%, in 1995 due to a favorable
product mix and improved manufacturing efficiencies. Expenditures for
advertising and promotion in support of new and existing products increased
14% to $427 from $375 in 1995 and, as a percentage of sales, increased to
11.6% from 11.4% in 1995. The increase is primarily due to the incremental
spending over the prior year in support of nonprescription health products.
Marketing, selling, administrative and other expenses, as a percentage of
sales, were 26.8% in 1996 and 25.1%, in 1995. Research and development
expenses increased 4% to $302 from $290 in 1995, and as a percentage of
sales were, 8.2% compared to 8.8%. Pharmaceutical research and development
spending increased 3% over the prior year and as a percentage of
pharmaceutical sales, was 11.8% compared to 13.0% in 1995.
Earnings
- --------
Earnings before income taxes for the first quarter increased 10% to $1,022
from $932 in 1995. Net earnings increased 11% to $726 from $657 and earnings
per share increased 12% to $1.44 from $1.29 in 1995. The growth in earnings
per share exceeded the growth in net earnings by 1% as a result of the
Company's share repurchase program. The effective tax rate on earnings before
taxes decreased to 29.0% in the first quarter of 1996 from 29.5% in 1995,
reflecting the benefit of increased earnings in lower tax jurisdictions.
Financial Position
- ------------------
The balance sheet at March 31, 1996 and the statement of cash flows for the
three months then ended reflect the Company's strong financial position. The
Company continues to maintain a high level of working capital totaling
approximately $2 billion at March 31, 1996.
Internally generated funds continue to be the Company's primary source for
financing expenditures for new plant and equipment. Additions to fixed
assets for the three months ended March 31, 1996 were $115 compared to $90
during the same period of 1995.
During the three months ended March 31, 1996, the Company purchased 3,082,200
shares of its common stock at a total cost of $264. On March 5, 1996, the
authorization for the Company's current share repurchase program was increased
from 50 million shares to 75 million shares.
Reference is made to Part II, Item 1 - Legal Proceedings in which developments
are described for various lawsuits, claims and proceedings in which the Company
is involved.
-9-
BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
----------------------------
Item 1. Legal Proceedings
- --------------------------
Various lawsuits, claims and proceedings of a nature considered normal to its
business are pending against the Company and certain of its subsidiaries. The
most significant of these are reported in the Company's Form 10-K for the
fiscal year ended December 31, 1995 with material developments since that
report described below.
Infant Formula Matters
- ----------------------
As previously reported in the Company's Form 10-K referred to above, the
Company, one of its subsidiaries, and others are defendants in a number of
antitrust actions in various states filed on behalf of purported statewide
classes of indirect purchasers of infant formula products and by the Attorneys
General of Louisiana, Minnesota and Mississippi, alleging a price fixing
conspiracy and other violations of state antitrust or deceptive trade practices
laws and seeking damages and/or penalties and other relief. On December 6,
1995, a trial in state court in Wichita, Kansas in which the Company and
Abbott Laboratories were defendants concluded with a jury verdict in favor of
the defendants. The court subsequently denied the plaintiff's motion for a
new trial, and the plaintiff has appealed. Courts in Colorado, Florida,
Kentucky, Nevada, North Carolina and Tennessee have dismissed similar
complaints, and the plaintiffs have appealed or are expected to appeal those
dismissals. In Colorado, the intermediate appellate court affirmed the trial
court's dismissal of the plaintiff's complaint. In Tennessee, the
intermediate appellate court reversed the trial court's dismissal of the
plaintiff's case. The intermediate appellate court found that the plaintiff
has standing, that the plaintiff must show a predominately intrastate
conspiracy under state law and that there was not yet sufficient information
in the record to determine whether the conspiracy alleged was intrastate or
interstate in scope. In Florida, the intermediate appellate court reversed
the trial court's dismissal of the plaintiff's complaint for lack of standing
under the Florida Deceptive and Unfair Trade Practices Act but certified the
issue to the Florida Supreme Court. Motions to certify classes of indirect
purchasers of infant formula have been denied in Minnesota, in Michigan and
by two courts in Alabama, and have been granted in Kansas, Wisconsin and
South Dakota.
Pharmaceutical Pricing Litigation
- ---------------------------------
As previously reported in the Company's Form 10-K referred to above, the
Company is a defendant in over 100 class and individual antitrust actions
brought against the Company and more than 30 other pharmaceutical
manufacturers, drug wholesalers and pharmacy benefit managers by retailers
that have been coordinated for pretrial purposes in the United States District
Court for the Northern District of Illinois. On April 4, 1996, the Court
declined to approve a settlement that had previously been reached by the
Company and certain other defendants with the plaintiffs in the class action.
-10-
BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
----------------------------
The Court also denied motions for summary judgment as against the conspiracy
claims of the class and individual plaintiffs that had been made by the drug
manufacturer defendants, including the Company; denied motions made by the
drug manufacturer defendants for summary judgment dismissing plaintiffs'
damage claims based on purchases of drugs from wholesalers; and granted a
motion for summary judgment on behalf of certain wholesalers that are
defendants in the class action. Defendants who had participated in the class
action settlement filed a motion for reconsideration of or leave to appeal
from the order denying approval of the settlement. The Company and certain
of the other manufacturer defendants who participated in the settlement
subsequently reached an agreement with the class plaintiffs on an amendment
to the settlement agreement that the Company believes will resolve the
concerns raised by the Court. The class settlement as amended was
preliminarily approved by the Court on May 8 and any objections by class
members to Court approval will be heard on June 11, 1996. The Company and
other drug manufacturers are seeking leave to appeal the order containing
the denial of summary judgment with respect to damage claims based on
purchases of drugs from wholesalers. The defendant wholesalers have asked
the Court to enter final judgment dismissing them from the case. Certain of
the class plaintiffs have made, and the Court has presently denied, motions
for a preliminary injunction concerning the alleged pricing practices of the
defendant manufacturers, including the Company. The May 7, 1996 date for
commencement of trial of the class action has been vacated, and the Court has
not set a new date. In the state court litigation pending in California, a
class action complaint has been filed on behalf of consumers who purchase from
California chain pharmacies, and an individual complaint on behalf of certain
California chain pharmacies has also been filed. The judge presiding over the
retailer case pending in Alabama state court has recused himself, and a new
judge has been appointed. In the retailer case pending in Wisconsin state
court, a motion to dismiss made by the Company and certain other defendants
has been denied.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
The Annual Meeting of Stockholders was held on May 7, 1996 for the purpose of:
A. election of directors;
B. ratification of the appointment of Price Waterhouse LLP as independent
accountants for the year 1996;
C. voting on a stockholder-proposed resolution to establish a one-year term
of office for directors.
At the meeting, 433,866,044 shares of the Registrant's Common and $2
Convertible Preferred Stock were represented.
-11-
BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
----------------------------
The following persons were elected to the Board of Directors of the Registrant
at the meeting to serve until the 1999 Annual Meeting:
Ellen V. Futter
Andrew C. Sigler
Louis W. Sullivan, M.D.
Ms. Futter received 428,040,057 votes for election, votes were withheld on
proxies for 5,825,987 shares and there were no broker non-votes. Mr. Sigler
received 428,030,295 votes for election, votes were withheld on proxies for
5,835,749 shares and there were no broker non-votes. Dr. Sullivan received
428,356,553 votes for election, votes were withheld on proxies for 5,509,491
shares and there were no broker non-votes.
Robert E. Allen, Michael E. Autera, John D. Macomber and James D. Robinson III
continue as directors with terms expiring at the 1997 Annual Meeting.
Louis V. Gerstner, Jr., Charles A. Heimbold, Jr., and Kenneth E. Weg continue
as directors with terms expiring at the 1998 Annual Meeting.
The appointment of Price Waterhouse LLP was ratified by a vote of 431,074,613
shares in favor of the appointment, with 1,389,777 shares voting against,
1,401,304 shares abstaining and 350 broker non-votes.
The stockholder-proposed resolution recommending that the Board of Directors
take the necessary steps to reinstate the election of directors annually was
defeated by a vote of 201,323,719 shares against the proposal, 158,355,299
shares voting for the proposal 7,310,076 abstaining and 66,876,950 broker
non-votes.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits (listed by number corresponding to the Exhibit Table of Item 601
in Regulation S-K).
Exhibit Number and Description Page
- ------------------------------ -----
3b. Bylaws of Bristol-Myers Squibb Company, as amended
effective January 8, 1996. E-3-1
27. Bristol-Myers Squibb Company Financial Data Schedule. E-27-1
(b) Reports on Form 8-K.
The Registrant did not file any reports on Form 8-K during the quarter
ended March 31, 1996.
-12-
BRISTOL-MYERS SQUIBB COMPANY
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BRISTOL-MYERS SQUIBB COMPANY
--------------------------------
(Registrant)
Date: May 13, 1996 /s/ Harrison M. Bains, Jr.
--------------------------------
Harrison M. Bains, Jr.
Vice President and Treasurer
Date: May 13, 1996 /s/ Frederick S. Schiff
--------------------------------
Frederick S. Schiff
Vice President and Controller
-13-