FORM
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
BRISTOL-MYERS SQUIBB COMPANY
6.875% Debenture due August 1, 2097
REGISTERED CUSIP
No.
BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of $300,000,000 at the office or agency of the Company in New
York, New York designated for such purpose by the Company (on the date hereof,
the principal corporate Trust Office of the Trustee mentioned below, located
at 450 West 33rd Street, 15th Floor, New York, New York 10001), in such coin
or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts, and to pay
interest on said principal sum semiannually on February 1 and August 1 of each
year, commencing February 1, 1998, at said office or agency (except as
provided below), in like coin or currency, at the rate per annum specified in
the title hereof, such interest to accrue from August 1, 1997, until payment
of said principal sum has been made or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any February 1 or August
1 will, except as provided in the Indenture dated as of June 1, 1993 (herein
called the "Indenture"; capitalized terms used and not defined herein shall
have the meaning ascribed to such terms in the Indenture), duly executed and
delivered by the Company to The Chase Manhattan Bank, as trustee (herein
called the "Trustee"), be paid to the Person in whose name this Debenture
(or one or more Predecessor Securities) is registered at the close of business
on the next preceding January 15 or July 15, respectively (herein called the
"Regular Record Date"), whether or not a Business Day, and may, at the option
of the Company, be paid by check mailed to the registered address of such
Person. Any such interest which is payable, but is not so punctually paid or
duly provided for, shall forthwith cease to be payable to the registered
Holder on such Regular Record Date and may be paid either to the Person in
whose name this Debenture (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall
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be given to Holders Debentures not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Debentures may be listed and upon such notice as may be required by such
exchange, such manner of payment shall be deemed practical by the Trustee,
all as more fully provided in the Indenture.
Initially, the Trustee will be the Paying Agent and the Security Registrar
with respect to this Debenture. The Company reserves the right at any time
to vary or terminate the appointment of any Paying Agent or Security
Registrar, to appoint additional or other Paying Agents and other Security
Registrars and to approve any change in the office through which any Paying
Agent or Security Registrar acts; provided that there will at all times be a
Paying Agent in The City of New York.
This Debenture is one of the duly authorized issue of debt securities
(hereinafter called the "Securities") of the Company, of the series
hereinafter specified, all issued or to be issued under and pursuant to the
Indenture, to which Indenture and all other indentures supplemental thereto
reference is hereby made for a statement of the rights and limitations of
rights, obligations, duties and immunities thereunder of the Trustee and any
agent of the Trustee, any Paying Agent, the Company and the Holders of the
Securities and the terms upon which the Securities are issued and are to be
authenticated and delivered.
The Securities may be issued in one or more series, which different series
may be issued in various aggregate principal amounts, may mature at different
times, may bear interest (if any) at different rates, may be subject to
different redemption provisions (if any), may be subject to different sinking,
purchase or analogous funds (if any), may be subject to different covenants
and Events of Default and may otherwise vary as provided or permitted in the
Indenture. This Debenture is one of the series of Securities of the Company
issued pursuant to the Indenture designated as the 6.875% Debentures due
August 1, 2097 (herein called the "Debentures"), limited in aggregate
principal amount to $300,000,000.
The Debentures will be redeemable as a whole or in part, at the option of the
Company at any time, at a redemption price equal to the greater of (i) 100%
of the principal amount of such Debentures and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as defined
below) plus 15 basis points, plus in each case, accrued interest thereon to
the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury
Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the Debentures to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of such Debentures. "Quotation Agent" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
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(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations
for U.S. Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such business
day, (A) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Treasury Reference Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
"Reference Treasury Dealer" means (i) Goldman, Sachs & Co. and their
successors; provided, however, that if any of the foregoing shall cease to be
a primary U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefor another Primary
Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the
Trustee after consultation with the Company.
Notice of any redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of the Debentures to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and after
the redemption date interest will cease to accrue on the Debentures or
portions thereof called for redemption.
Upon the occurrence of a Tax Event (as defined below), the Company, without
the consent of the holders of the Debentures, will have the right, but not
the obligation, to shorten the maturity of the Debentures to the minimum
extent required, in the opinion of nationally recognized independent tax
counsel, so that, after the shortening of the maturity, interest paid on the
Debentures will be deductible by the Company for United States federal income
tax purposes or, if such counsel is unable to opine definitively as to such
a minimum period, the minimum extent so required as determined in good faith
by the Board of Directors of the Company after receipt of an opinion of such
counsel regarding the applicable legal standards.
In the event that the Company elects to exercise its right to shorten the
maturity of the Debentures on the occurrence of a Tax Event, the Company
will mail a notice of shortened maturity to each Holder of the Debentures by
first-class mail not more than 60 days after the occurrence of such Tax Event,
stating the new maturity date of the Debentures. Such notice shall be
effective immediately upon mailing.
"Tax Event" means that the Company shall have received an opinion of
nationally recognized independent tax counsel to the effect that, as a result
of (a) any amendment to, clarification of, or change (including any announced
prospective amendment, clarification or change) in any law, or any regulation
thereunder, of the United States, (b) any judicial decision, official
administrative pronouncement, ruling, regulatory procedure, regulation, notice
or announcement, including any notice or announcement of intent to adopt or
promulgate any ruling, regulatory procedure or regulation (any of the
foregoing, an "Administrative or Judicial Action"), or (c) any amendment to,
clarification of or change in any official position with respect to, or any
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interpretation of, any Administrative or Judicial Action or a law or
regulation of the United States that differs from the theretofore generally
accepted position or interpretation, in each case, occurring on or after
August 12, 1997, there is more than insubstantial risk that interest paid by
the Company on the Debentures is not, or will not be, deductible, in whole or
in part, by the Company for United States federal income tax purposes.
The Debentures will not be entitled to the benefit of a sinking fund.
If an Event of Default with respect to the Debentures shall occur and be
continuing, the principal of all of the Debentures may be declared due and
payable in the manner, with the effect and subject to the conditions provided
in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee to enter into supplemental indentures to the
Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying
in any manner the rights of the Holders of the Securities of each series
under the Indenture with the consent of the Holders of not less than a
majority in principal amount of the Securities at the time Outstanding of
each series to be affected thereby on behalf of the Holders of all
Securities of such series. The Indenture also permits the Holders of a
majority in principal amount of the Securities at the time Outstanding of
each series on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults and their consequences with respect to such series under
the Indenture. Any such consent or waiver by the Holder of this Debenture
shall be conclusive and binding upon such Holder and upon all future Holders
of this Debenture and of any Debenture issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Debenture or such other
Debentures.
No reference herein to the Indenture and no provision of this Debenture or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and any premium and any
interest on this Debenture at the place, rate and respective times and in the
coin or currency herein and in the Indenture prescribed.
As provided in the Indenture and subject to the satisfaction of certain
conditions therein set forth, including the deposit of certain trust funds in
trust, at the Company's option, either the Company shall be deemed to have
paid and discharged the entire indebtedness represented by, and the
obligations under, the Securities of any series and to have satisfied all the
obligations (with certain exceptions) under the Indenture relating to the
Securities of such series or the Company shall cease to be under any
obligation to comply with any term, provision or condition of certain
restrictive covenants or provisions with respect to the Securities of such
series.
The Debentures are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. Debentures may
be exchanged for a like aggregate principal amount and Stated Maturity of
Debentures of other authorized denominations at the office or agency of the
Company in New York, New York, designated for such purpose by the Company (on
the date hereof, the principal Corporate Trust Office of the Trustee, located
at 450 West 33rd Street, 15th Floor, New York, New York 10001), and in the
manner and subject to the limitations provided in the Indenture.
Upon due presentment for registration of transfer of this Debenture at the
office or agency of the Company in New York, New York, designated for such
purpose by the Company (on the date hereof, the principal Corporate Trust
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Office of the Trustee, located at 450 West 33rd Street, 15th Floor, New York,
New York 10001), duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Company, the Trustee and the Security
Registrar duly executed by the Holder thereof or his attorney duly authorized
in writing, a new Debenture or Debentures of authorized denominations for a
like aggregate principal amount and Stated Maturity will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No charge shall be made for any such transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith.
Prior to due presentment for registration of transfer of this Debenture, the
Company, the Trustee and any agency Of the Company or the Trustee may treat
the Person in whose name this Debenture is registered as the owner hereof for
all purposes, whether or not this Debenture is overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Debenture shall be construed in accordance with and governed by the laws
of the State of New York.
Unless the certificate of authentication hereon has been manually executed by
or on behalf of the Trustee under the Indenture, this Debenture shall not be
entitled any benefits under the Indenture, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Debenture
to be duly executed under its corporate seal.
Dated: BRISTOL-MYERS SQUIBB COMPANY,
by
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Name:
Title:
[Seal]
Attest:
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Name:
Title:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee,
by
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Authorized Officer
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