<Page>
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-65444
Prospectus Supplement to Prospectus dated August 10, 2001.
$5,000,000,000
[BRISTOL-MYERS SQUIBB COMPANY LOGO]
$2,500,000,000 4.75% Notes due 2006
$2,500,000,000 5.75% Notes due 2011
-------------
Bristol-Myers Squibb will pay interest on the notes on April 1 and
October 1 of each year. The first such payment will be made on April 1, 2002.
The notes will be issued only in denominations of $1,000 and integral multiples
of $1,000.
Bristol-Myers Squibb has the option to redeem, at any time, all or a portion
of the notes at a redemption price equal to the sum of (1) the principal amount
of the notes to be redeemed, plus accrued interest to the redemption date, and
(2) a Make-Whole Amount. See "Description of Notes--Redemption of the Notes."
Bristol-Myers Squibb has applied to have the notes listed on the Luxembourg
Stock Exchange in accordance with the rules thereof.
------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------
<Table>
<Caption>
Per Note Per Note
due 2006 Total due 2011 Total
------------ -------------- ------------ --------------
Initial public offering price.................. 99.735% $2,493,375,000 99.616% $2,490,400,000
Underwriting discount.......................... 0.350% $ 8,750,000 0.450% $ 11,250,000
Proceeds, before expenses, to Bristol-Myers
Squibb....................................... 99.385% $2,484,625,000 99.166% $2,479,150,000
</Table>
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the notes will accrue from September 28, 2001 and
must be paid by the purchaser if the notes are delivered after September 28,
2001.
The underwriters expect to deliver the notes in book-entry form only through
the facilities of The Depository Trust Company, Clearstream and Euroclear
against payment in New York, New York on September 28, 2001.
------------------
JOINT BOOK-RUNNING MANAGERS
GOLDMAN, SACHS & CO. JPMORGAN
------------
SALOMON SMITH BARNEY
---------------
<Table>
ABN AMRO INCORPORATED BANC OF AMERICA SECURITIES LLC DEUTSCHE BANC ALEX. BROWN
BANCA MONTE DEI PASCHI DI BMO NESBITT BURNS BNP PARIBAS
SIENA S.P.A.
BNY CAPITAL MARKETS, INC. BSCH
THE ROYAL BANK OF SCOTLAND TOKYO-MITSUBISHI INTERNATIONAL PLC WACHOVIA SECURITIES, INC.
THE WILLIAMS CAPITAL GROUP, L.P.
</Table>
------------------
Prospectus Supplement dated September 25, 2001.
<Page>
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the attached prospectus. No one has
been authorized to provide you with different information. If this prospectus
supplement is inconsistent with the attached prospectus, you should rely on this
prospectus supplement.
Bristol-Myers Squibb accepts responsibility for the information contained in
this prospectus supplement and the attached prospectus. This prospectus
supplement and the attached prospectus may only be used in connection with the
offering of the notes.
The Luxembourg Stock Exchange takes no responsibility for the contents of
this document, makes no representations as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this prospectus
supplement and accompanying prospectus.
We cannot guarantee that listing will be obtained on the Luxembourg Stock
Exchange. Inquiries regarding our listing status on the Luxembourg Stock
Exchange should be directed to our Luxembourg listing agent, Chase Manhattan
Bank Luxembourg S.A., 5, Rue Plaetis, L-2338, Luxembourg.
References to "Bristol-Myers Squibb," "we," "our" and "us" in both this
prospectus supplement and the accompanying prospectus are references to
Bristol-Myers Squibb Company and, unless the context otherwise requires, its
consolidated subsidiaries.
The distribution of this prospectus supplement and the attached prospectus
and the offering or sale of the notes in some jurisdictions may be restricted by
law. Persons into whose possession this prospectus supplement and the attached
prospectus come are required by us and the underwriters to inform themselves
about and to observe any applicable restrictions. This prospectus supplement and
the attached prospectus may not be used for or in connection with an offer or
solicitation by any person in any jurisdiction in which that offer or
solicitation is not authorized or to any person to whom it is unlawful to make
that offer or solicitation. See "Underwriting" in this prospectus supplement.
S-2
<Page>
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus (including the
documents incorporated by reference) contain certain "forward-looking"
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. You can identify these
forward-looking statements by the fact they use words such as "should",
"anticipate", "estimate", "approximate", "expect", "may", "will", "project",
"intend", "plan", "believe" and others words of similar meaning and expression
in connection with any discussion of future operating or financial performance.
One can also identify forward-looking statements by the fact that they do not
relate strictly to historical or current facts. These statements are likely to
relate to, among other things, our goals, plans and projections regarding our
financial position, results of operations, market position and product
development, which are based on current expectations that involve inherent risks
and uncertainties, including factors that could delay, divert or change any of
them in the next several years.
Although it is not possible to predict or identify all factors, they may
include the following:
- New government laws and regulations, such as (i) health care reform
initiatives in the United States at the state and federal level and in
other countries; (ii) changes in the FDA and foreign regulatory approval
processes that may cause delays in approving, or prevent the approval of,
new products; (iii) tax changes such as the phasing out of tax benefits
heretofore available in the United States and certain foreign countries;
and (iv) new laws, regulations and judicial decisions affecting pricing or
marketing.
- Competitive factors, such as (i) new products developed by competitors
that have lower prices or superior performance features or that are
otherwise competitive with Bristol-Myers Squibb's current products;
(ii) generic competition as Bristol-Myers Squibb products mature and
patents expire on products; (iii) technological advances and patents
attained by competitors; and (iv) problems with licensors, suppliers and
distributors.
- Difficulties and delays inherent in product development, manufacturing and
sale, such as (i) products that may appear promising in development may
fail to reach market for numerous reasons, including efficacy or safety
concerns, the inability to obtain necessary regulatory approvals and the
difficulty or excessive cost to manufacture; (ii) seizure or recall of
products; (iii) the failure to obtain, the imposition of limitations on
the use of, or loss of patent and other intellectual property rights; and
(iv) manufacturing or distribution problems.
- Legal difficulties, any of which can preclude or delay commercialization
of products or adversely affect profitability, including (i) patent
disputes; (ii) adverse decisions in litigation including the breast
implant cases and other product liability cases; (iii) the inability to
obtain adequate insurance with respect to this type of liability;
(iv) recalls of pharmaceutical products or forced closings of
manufacturing plants; (v) government investigations; (vi) claims asserting
securities law violations; and (vi) environmental matters.
- Increasing pricing pressures worldwide, including rules and practices of
managed care groups and institutional and governmental purchasers,
judicial decisions and governmental laws and regulations related to
Medicare, Medicaid and healthcare reform, pharmaceutical reimbursement and
pricing in general.
- Greater than expected costs and other difficulties related to the
integration of DuPont Pharmaceuticals and unanticipated effects and
difficulties of other acquisitions, dispositions and other events,
including obtaining regulatory approvals, occurring in connection with
evolving business strategies.
S-3
<Page>
- Economic factors over which Bristol-Myers Squibb has no control such as
changes of business and economic conditions including, but not limited to,
changes in interest rates and fluctuation of foreign currency exchange
rates and changes due to recent terrorist attacks in the United States.
- Changes in accounting standards promulgated by the Financial Accounting
Standards Board, the Securities and Exchange Commission or the American
Institute of Certified Public Accountants.
- The purchase of DuPont Pharmaceuticals and the sale of Clairol are each
subject to various conditions. The failure to satisfy any material
condition could prevent or delay consummation of such transaction or cause
a change in the terms thereof.
No assurance can be given that any goal or plan set forth in forward-looking
statements can be achieved and readers are cautioned not to place undue reliance
on such statements, which speak only as of the date made. Bristol-Myers Squibb
undertakes no obligation to release publicly any revisions to forward-looking
statements as a result of future events or developments.
S-4
<Page>
SUMMARY OF THE OFFERING
<Table>
Issuer.................................... Bristol-Myers Squibb Company
Securities Offered........................ $2,500,000,000 total initial principal amount of 4.75%
notes due 2006
$2,500,000,000 total initial principal amount of 5.75%
notes due 2011
Maturity Dates............................ October 1, 2006 for 4.75% notes due 2006
October 1, 2011 for 5.75% notes due 2011
Interest Rates............................ The notes due 2006 will bear interest from
September 28, 2001 at the rate of 4.75% per annum,
payable semi-annually.
The notes due 2011 will bear interest from
September 28, 2001 at the rate of 5.75% per annum,
payable semi-annually.
Interest Payment Dates.................... April 1 and October 1 of each year, beginning on
April 1, 2002
Ranking................................... The notes will be senior unsecured obligations of
Bristol-Myers Squibb and will rank equally in right of
payment with all of the existing and future senior
unsecured indebtedness of Bristol-Myers Squibb.
Optional Redemption....................... Bristol-Myers Squibb may redeem each series of the
notes, in whole or in part, at any time at the
"make-whole" redemption prices described under the
heading "Description of Notes--Redemption of the Notes"
in this prospectus supplement.
Redemption of Notes for Tax Reasons....... Bristol-Myers Squibb may redeem all, but not part, of
the notes of each series upon the occurrence of certain
tax events at the redemption prices described under the
heading "Description of Notes--Redemption Upon a Tax
Event" in this prospectus supplement.
Markets................................... The notes are offered for sale in those jurisdictions in
the United States, Europe and Asia where it is legal to
make such offers. See "Underwriting".
Further Issues............................ Bristol-Myers Squibb may from time to time, without
notice to or the consent of the holders of either series
of notes, create and issue further notes ranking equally
and ratably with the notes of that series.
Listing................................... Application has been made to list the notes on the
Luxembourg Stock Exchange.
Clearance and Settlement.................. The notes will be cleared through The Depository Trust
Company, Clearstream Banking, Societe Anonyme,
Luxembourg and the Euroclear system.
Luxembourg Listing Agent.................. Chase Manhattan Bank Luxembourg S.A.
Luxembourg Paying and Transfer Agent...... Chase Manhattan Bank Luxembourg S.A.
Governing Law............................. State of New York
</Table>
S-5
<Page>
BRISTOL-MYERS SQUIBB
Bristol-Myers Squibb, through its divisions and subsidiaries, is a major
producer and distributor of medicines. Bristol-Myers Squibb was incorporated
under the laws of the State of Delaware in August 1933 under the name
Bristol-Myers Company as successor to a New York business started in 1887. In
1989, the Bristol-Myers Company changed its name to Bristol-Myers Squibb Company
as a result of a merger.
Selected products from continuing operations are as follows:
Glucophage (metformin), is the leading oral medication for treatment of
non-insulin-dependent (type 2) diabetes. The Glucophage family consists of IR,
metformin HCL tablets; XR extended release tablets, a once-daily version of IR;
and Glucovance, a combination of metformin and glyburide. The metformin product
line is primarily sold in the United States.
Pravachol (pravastatin sodium), an HMG Co-A reductase inhibitor, indicated
for primary hypercholestermia, is primarily sold in the United States, France,
Canada and the United Kingdom.
Plavix (clopidogrel), a platelet inhibitor for the reduction of stroke,
heart attack and vascular death in atherosclerotic patients, is primarily sold
in the United States. This product was launched from the Bristol-Myers Squibb
and Sanofi-Synthelabo joint venture.
Paraplatin (carboplatin), a chemotherapeutic agent, used in the treatment of
ovarian cancer, is primarily sold in the United States and Japan.
Avapro (irbersartan), an angiotensin II receptor antagonist indicated for
the treatment of hypertension, is primarily sold in the United States and
Canada. This product was launched from the Bristol-Myers Squibb and
Sanofi-Synthelabo joint venture.
RECENT DEVELOPMENTS
On September 19, 2001, Bristol-Myers Squibb announced a commercial agreement
with ImClone Systems Incorporated to co-develop and co-promote an
investigational cancer drug for a series of payments totalling $1 billion.
Bristol-Myers Squibb also agreed to tender for approximately 20% of the
outstanding common shares of ImClone Systems for approximately $1 billion.
ImClone Systems is a biopharmaceutical company that develops a portfolio of
targeted biologic treatments for cancer. Bristol-Myers Squibb expects to finance
these transactions with a combination of commercial paper and long-term debt.
On August 6, 2001, Bristol-Myers Squibb distributed to its stockholders all
the shares of Zimmer Holdings in a tax-free spin-off. In May 2001, Bristol-Myers
Squibb agreed to sell Clairol to Procter & Gamble for $4.95 billion. Subject to
regulatory approvals, the sale is expected to be completed in the fourth quarter
of 2001. The operations of these businesses have been reflected as discontinued
operations in the financial statements.
In June 2001, Bristol-Myers Squibb announced a definitive agreement to
purchase the DuPont Pharmaceuticals business from E.I. du Pont de Nemours and
Company for $7.8 billion. DuPont Pharmaceuticals is primarily a domestic
business focused on research, development and delivery of pharmaceuticals and
imaging products.
S-6
<Page>
CAPITALIZATION
The following table sets forth Bristol-Myers Squibb's consolidated
capitalization at June 30, 2001:
- on an actual basis,
- as adjusted to reflect the issuance of $5 billion in notes,
- pro forma to reflect the use of $4 billion of the proceeds from the
issuance of the notes and $2.5 billion of commercial paper plus the use of
$1.3 billion of cash to finance the DuPont Pharmaceuticals acquisition and
a reduction in stockholders' equity of $1,178 million for the write-off,
net of taxes, of acquired in-process research and development related to
the acquisition, and
- pro forma as described above and for the Clairol divestiture which is
expected to close in the fourth quarter of 2001. The adjustments for the
pending Clairol divestiture include the application of $4.95 billion of
cash proceeds to pay down $2.5 billion of commercial paper borrowings and
to increase cash on hand by $2.45 billion, and an increase in
stockholders' equity for a gain on sale of $2.5 billion, net of taxes.
The pro forma numbers do not reflect the financings for the ImClone Systems
transactions, including the issuance of $1 billion of the notes offered hereby
and the proposed issuance of commercial paper.
This table should be read in conjunction with the consolidated financial
statements and the notes thereto included in Bristol-Myers Squibb's quarterly
report on Form 10-Q for the quarter ended June 30, 2001, and its current report
on Form 8-K filed June 8, 2001, as amended on its current reports on Form 8-K/A
filed September 20, 2001 and September 25, 2001, each as incorporated by
reference herein. Since June 30, 2001, there has not been any material change in
the information set forth below, except as described elsewhere in this
prospectus supplement or in any of the documents incorporated by reference into
this prospectus supplement.
<Table>
<Caption>
JUNE 30, 2001
--------------------------------------------------------------
PRO FORMA FOR
THE DUPONT
AS ADJUSTED PHARMACEUTICALS PRO FORMA
FOR THE ACQUISITION AND ADJUSTED FURTHER
OFFERING OF THE FINANCINGS FOR THE
ACTUAL THE NOTES THEREFOR CLAIROL DIVESTITURE
-------- ----------- --------------- -------------------
(IN MILLIONS)
Cash and marketable securities......... $ 3,148 $ 8,110 $ 1,853 $ 4,303
======= ======= ======= =======
Short-term debt, including current
portion of long-term debt............ $ 162 $ 162 $ 2,667 $ 167
Long-term debt......................... 1,302 6,302 5,303 5,303
Total stockholders' equity............. 9,539 9,539 8,361 10,912
------- ------- ------- -------
Total capitalization................... $11,003 $16,003 $16,331 $16,382
======= ======= ======= =======
</Table>
Bristol-Myers Squibb has in place two credit agreements: (1) a $500 million
five-year revolving credit facility and (2) a $1.5 billion revolving credit
facility that will terminate on the earlier to occur of the Clairol disposition,
May 31, 2002 or December 31, 2001, if the DuPont Pharmaceuticals acquisition has
not been completed by that date. The $1.5 billion revolving credit facility is
expected to be used to support commercial paper to be issued to finance a
portion of the acquisition of DuPont Pharmaceuticals and would also be available
for general working capital and other general corporate purposes of
Bristol-Myers Squibb and its subsidiaries. The $500 million revolving credit
facility is available for general working capital and other general corporate
purposes, including commercial paper backup and repurchase of shares. Goldman
Sachs Credit Partners L.P. and The Chase Manhattan Bank, affiliates of the
underwriters, are the lenders under the $1.5 billion revolving credit facility.
The Chase Manhattan Bank is also a lender and an administrative agent, and
affiliates of most of the underwriters are lenders, under the $500 million
revolving credit facility.
S-7
<Page>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
continuing operations on a historical basis for the periods indicated:
<Table>
<Caption>
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
JUNE 30, ----------------------------------------------------
2001 2000 1999 1998 1997 1996
---------- -------- -------- -------- -------- --------
Ratio of earnings to fixed charges.......... 42.82 37.93 30.56 19.13 23.19 26.24
</Table>
We compute the ratio of earnings to fixed charges by dividing earnings by
fixed charges. This calculation excludes the effects of accounting changes which
have been made over time and discontinued operations. "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.
The table below sets forth the ratio of earnings to fixed charges based on
the pro forma financial statements for the following transactions, as if these
transactions had occurred on January 1, 2000:
- the DuPont Pharmaceuticals acquisition, including interest on $4 billion
of the notes being offered (at an assumed rate of 6%) and on the
$2.5 billion of commercial paper to be issued, as well as a reduction in
interest income from the $1.3 billion of cash expected to be used to fund
the acquisition.
- the transactions above and the Clairol divestiture (expected to occur in
the fourth quarter of 2001) which will reduce interest expense as a result
of $3.25 billion of proceeds, net of taxes, being used to pay down
$2.5 billion of commercial paper, and will increase interest income from
an additional $0.75 billion of cash on hand.
The pro forma ratios do not reflect the issuance of $1 billion of the
$5 billion of notes offered hereby or the proposed issuance of commercial paper
that are expected to be used to finance the ImClone Systems transactions.
<Table>
<Caption>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 2001 DECEMBER 31, 2000
------------------------------------ ------------------------------------
PRO FORMA FOR THE PRO FORMA FOR THE
DUPONT DUPONT
PHARMACEUTICALS PRO FORMA PHARMACEUTICALS PRO FORMA
ACQUISITION AND ADJUSTED FURTHER ACQUISITION AND ADJUSTED FURTHER
THE FINANCINGS FOR THE CLAIROL THE FINANCINGS FOR THE CLAIROL
THEREFOR DIVESTITURE THEREFOR DIVESTITURE
----------------- ---------------- ----------------- ----------------
Ratio of earnings to fixed
charges......................... 11.08 13.44 10.09 12.24
</Table>
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the notes will be
$4,961,965,000, after deducting underwriting commissions and discounts and our
estimated offering expenses. We intend to use approximately $4 billion of the
net proceeds from the sale of the notes to pay a portion of the purchase price
of the DuPont Pharmaceuticals acquisition. We expect that the remaining
$3.8 billion of the purchase price will be paid with cash on hand and
approximately $2.5 billion of proceeds from the issuance of commercial paper. We
intend to use the balance of the net proceeds from the sale of the notes to
finance the ImClone Systems transactions. We expect that the remaining amounts
to be used to finance the ImClone Systems transactions will be obtained from the
issuance of commercial paper. The offering of the notes is not conditioned on
the closing of the DuPont Pharmaceuticals acquisition or the ImClone Systems
transactions.
S-8
<Page>
SELECTED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
The pro forma income statement data set forth on the next page is on a
continuing operations basis and excludes the results of the Clairol and Zimmer
businesses, which are treated as discontinued operations. Zimmer has been spun
off to the stockholders of Bristol-Myers Squibb, and the sale of the Clairol
business is expected to be completed in the fourth quarter of 2001.
Bristol-Myers Squibb expects to use approximately $4 billion of the proceeds of
this offering, in addition to the proceeds from approximately $2.5 billion in
commercial paper and $1.3 billion in cash on hand, to finance the DuPont
Pharmaceuticals acquisition. The pro forma financial information set forth below
does not reflect the financings for the ImClone Systems transactions, including
the issuance of $1 billion of the notes offered hereby and the proposed issuance
of commercial paper.
The pro forma income statement data for the year ended December 31, 2000,
and the six months ended June 30, 2001, give effect to the acquisition of DuPont
Pharmaceuticals and the financings of the purchase price as if such transactions
had occurred on January 1, 2000. The adjustments to arrive at the pro forma
income statement data include interest expense incurred as a result of the
funding for the acquisition and amortization of the intangible assets identified
in the preliminary purchase price allocation.
The first pro forma balance sheet data gives effect to the DuPont
Pharmaceuticals acquisition and the financings therefor as if they had occurred
on June 30, 2001. The adjustments include a reduction in stockholders' equity of
$1,178 million for the write-off, net of taxes, of acquired in-process research
and development and an increase in current liabilities of $995 million for
restructuring and acquisition costs. The second pro forma balance sheet data is
further adjusted for the Clairol divestiture, as if it had occurred on June 30,
2001, and gives effect to the assumed receipt of $4.95 billion from the sale of
the Clairol business. The Clairol proceeds are expected to be used to pay down
approximately $2.5 billion of commercial paper borrowings. The balance of
$2.45 billion is added to cash and marketable securities and the $1.7 billion in
taxes on the transaction is added to current liabilities. The Zimmer spin-off is
not reflected in the pro forma balance sheet data set forth below because it
would not have a material effect.
The information included in this table should be read in conjunction with
the audited historical consolidated financial statements of Bristol-Myers Squibb
and the respective notes thereto and the Management Discussion and Analysis of
Financial Condition and Results of Operations from our most recent Form 10-K and
the financial statements in our most recent Form 10-Q and in our current report
on Form 8-K filed June 8, 2001, as amended on our current reports on Form 8-K/A
filed September 20, 2001 and September 25, 2001, each incorporated by reference
herein. This "Selected Consolidated Pro Forma Financial Information" does not
purport to represent what our financial position or results of operations
actually would have been if the acquisition of DuPont Pharmaceuticals or the
financings therefor had been completed as of the date or for the periods
presented, or to project our financial position or results of operations for any
future date or for any future period.
(CONTINUED ON NEXT PAGE)
S-9
<Page>
<Table>
<Caption>
PRO FORMA FOR THE DUPONT PHARMACEUTICALS
ACQUISITION AND THE FINANCINGS THEREFOR
-----------------------------------------
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 2001 DECEMBER 31, 2000
------------------- -------------------
(IN MILLIONS)
INCOME STATEMENT DATA:
Net sales............................................. $9,941 $19,675
Depreciation and amortization......................... 519 1,053
Research and development.............................. 1,267 2,465
Interest expense...................................... 235 485
Earnings from continuing operations................... 2,024 3,688
</Table>
<Table>
<Caption>
PRO FORMA FOR THE DUPONT
PHARMACEUTICALS PRO FORMA
ACQUISITION AND THE FINANCINGS ADJUSTED FURTHER FOR THE
THEREFOR CLAIROL DIVESTITURE
AS OF JUNE 30, 2001 AS OF JUNE 30, 2001
------------------------------ ------------------------
(IN MILLIONS)
BALANCE SHEET DATA:
Cash and marketable securities................ $ 1,853 $ 4,303
Current assets................................ 8,863 10,775
Total assets.................................. 24,584 26,229
Current liabilities........................... 9,148 8,270
Long-term debt................................ 5,303 5,303
Total debt.................................... 7,970 5,470
Stockholders' equity.......................... 8,361 10,912
</Table>
S-10
<Page>
SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION
The following tables set forth selected consolidated historical financial
data for Bristol-Myers Squibb and for the DuPont Pharmaceuticals business for
each of the periods indicated. The historical financial information of
Bristol-Myers Squibb should be read in conjunction with the consolidated
financial statements and related notes thereto included in Bristol-Myers
Squibb's annual report on Form 10-K for the year ended December 31, 2000, and
quarterly report on Form 10-Q for the quarter ended June 30, 2001. The
historical financial information of DuPont Pharmaceuticals should be read in
conjunction with the consolidated financial statements and related notes thereto
included in Bristol-Myers Squibb's current report on Form 8-K/A filed
September 20, 2001, as amended in Bristol-Myers Squibb's current report on
Form 8-K/A filed September 25, 2001.
BRISTOL-MYERS SQUIBB
<Table>
<Caption>
AT OR FOR THE SIX
MONTHS ENDED AT OR FOR THE YEAR ENDED
JUNE 30, DECEMBER 31,
------------------- ------------------------------
2001 2000 2000 1999 1998
-------- -------- -------- -------- --------
(IN MILLIONS)
INCOME STATEMENT DATA:
Net sales................................... $ 9,398 $ 8,869 $18,216 $16,878 $15,061
Depreciation and amortization............... 363 373 746 678 625
Research and development.................... 1,003 896 1,939 1,759 1,506
Interest expense............................ 49 52 108 130 154
Earnings from continuing operations......... 2,345 2,134 4,096 3,789 2,750
BALANCE SHEET DATA:
Cash and marketable securities.............. $ 3,148 $ 2,424 $ 3,385 $ 2,957 $ 2,529
Working capital............................. 4,258 3,808 4,192 3,730 2,991
Total assets................................ 17,476 16,831 17,578 17,114 16,272
Long-term debt.............................. 1,302 1,330 1,336 1,342 1,364
Total debt.................................. 1,464 1,588 1,498 1,774 1,846
Stockholders' equity........................ 9,539 8,917 9,180 8,645 7,576
</Table>
DUPONT PHARMACEUTICALS
<Table>
<Caption>
AT OR FOR THE SIX
MONTHS ENDED AT OR FOR THE YEAR ENDED
JUNE 30, DECEMBER 31,
------------------- -------------------------
2001 2000 2000 1999
-------- -------- ----------- -----------
(IN MILLIONS)
INCOME STATEMENT DATA:
Net sales.......................................... $ 543 $771 $1,459 $1,618
Depreciation and amortization...................... 65 55 124 111
Research and development expense................... 264 265 526 458
Interest expense................................... 21 24 47 40
Net (loss)/income.................................. (253) (26) (137) 175
BALANCE SHEET DATA:
Short-term investments............................. $ 5 $ 10 $ 2
Working capital.................................... 92 67 65
Total assets....................................... 1,997 2,053 2,049
Long-term debt and capital lease obligations....... 1 3 3
Total debt......................................... 6 8 6
Accumulated other comprehensive income/(loss)...... (30) (22) (13)
</Table>
S-11
<Page>
MANAGEMENT
DIRECTORS
Our directors and their principal occupations as of the date hereof are set
forth in the following table.
<Table>
<Caption>
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ------------------------------------------
Peter R. Dolan............... Chairman of the Board and Chief Executive Officer
Robert E. Allen.............. Director, Retired Chairman and Chief Executive Officer of AT&T Corp.
Lewis B. Campbell............ Director, Chairman and Chief Executive Officer of Textron Inc.
Vance D. Coffman............. Director, Chairman and Chief Executive Officer of Lockheed Martin
Corporation
Ellen V. Futter.............. Director, President of the American Museum of Natural History
Louis V. Gerstner, Jr........ Director, Chairman and Chief Executive Officer of IBM Corporation
Laurie H. Glimcher, M.D...... Director, Irene Heinz Given Professor of Immunology at the Harvard School
of Public Health and Professor of Medicine at the Harvard Medical School
Leif Johansson............... Director, President and Chief Executive Officer of AB Volvo
James D. Robinson III........ Director, Chairman and Chief Executive Officer of RRE Investors, General
Partner of RRE Ventures GP II, LLC and Chairman of Violy, Byorum &
Partners Holdings, LLC
Louis W. Sullivan, M.D....... Director, President of Morehouse School of Medicine
</Table>
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<Page>
EXECUTIVE OFFICERS
The following persons, all of whom are full-time employees of Bristol-Myers
Squibb, held the offices indicated in the following table as of September 17,
2001.
<Table>
<Caption>
NAME POSITION
---- --------
Peter R. Dolan............... Chairman of the Board and Chief Executive Officer
Harrison M. Bains, Jr........ Vice President and Treasurer, Corporate Staff
Andrew G. Bodnar, M.D........ Vice President, Medical and External Affairs, Corporate Staff
Donald J. Hayden, Jr......... Executive Vice President, e-Business and Strategy, Corporate Staff
George P. Kooluris........... Senior Vice President, Corporate Development, Corporate Staff
Richard J. Lane.............. Executive Vice President, Corporate Staff and President, Worldwide
Medicines
Sandra Leung................. Secretary and Head of Office of Corporate Conduct, Corporate Staff
John L. McGoldrick........... Executive Vice President and General Counsel, Corporate Staff and
President, Medical Devices Group
Peter S. Ringrose, Ph.D...... Chief Scientific Officer and President, Pharmaceutical Research Institute
Stephen I. Sadove............ Senior Vice President, Corporate Staff and President, Worldwide Beauty
Care
Frederick S. Schiff.......... Senior Vice President and Chief Financial Officer, Corporate Staff
Beth C. Seidenberg, M.D...... Senior Vice President, Clinical Development and Life Cycle Management,
Pharmaceutical Research Institute
Elliott Sigal, M.D., Ph.D.... Senior Vice President, Drug Discovery and Exploratory Development,
Pharmaceutical Research Institute
John L. Skule................ Senior Vice President, Corporate and Environmental Affairs, Corporate
Staff
Charles G. Tharp, Ph.D. ..... Senior Vice President, Human Resources, Corporate Staff
Curtis L. Tomlin............. Vice President and Controller, Corporate Staff
</Table>
S-13
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DESCRIPTION OF NOTES
THE FOLLOWING SUMMARY OF THE PARTICULAR TERMS OF THE NOTES OFFERED BY THIS
PROSPECTUS SUPPLEMENT SUPPLEMENTS AND, TO THE EXTENT INCONSISTENT WITH THE
ACCOMPANYING PROSPECTUS, REPLACES THE DESCRIPTION OF THE GENERAL TERMS AND
PROVISIONS OF THE SECURITIES CONTAINED IN THE ACCOMPANYING PROSPECTUS, TO WHICH
DESCRIPTION REFERENCE IS MADE BY THIS PROSPECTUS SUPPLEMENT. THE STATEMENTS IN
THIS PROSPECTUS SUPPLEMENT CONCERNING THE NOTES AND THE INDENTURE DO NOT PURPORT
TO BE COMPLETE.
TITLES
4.75% Notes due 2006 (the "notes due 2006") and 5.75% Notes due 2011 (the
"notes due 2011" and, together with the notes due 2006, the "notes").
GENERAL
Bristol-Myers Squibb will issue the notes as two separate series of debt
securities under the indenture, dated as of June 1, 1993, as supplemented by a
supplemental indenture relating to the notes, between Bristol-Myers Squibb and
The Chase Manhattan Bank, as trustee. For a description of the rights attaching
to different series of debt securities under the indenture, see "Description of
the Debt Securities" in the accompanying prospectus.
Bristol-Myers Squibb will issue the notes only in book-entry form, in
denominations of $1,000 and multiples of $1,000, through the facilities of The
Depository Trust Company, and sales in book-entry form may be effected only
through a participating member of DTC. See "--Global Securities" below.
PRINCIPAL AMOUNT OF NOTES
The notes due 2006 will be issued in an initial aggregate principal amount
of $2,500,000,000 and the notes due 2011 will be issued in an initial aggregate
principal amount of $2,500,000,000.
MATURITY OF NOTES
The notes due 2006 will mature on October 1, 2006, and the notes due 2011
will mature on October 1, 2011.
INTEREST RATES ON NOTES
The interest rates on the notes due 2006 and notes due 2011 are 4.75% per
annum and 5.75% per annum, respectively, in each case, computed on the basis of
a 360-day year of twelve 30-day months.
DATE INTEREST BEGINS TO ACCRUE ON NOTES
Interest will begin to accrue on both series of notes on September 28, 2001.
INTEREST PAYMENT DATES
Bristol-Myers Squibb will pay interest on the notes semi-annually on each
April 1 and October 1 (each an "Interest Payment Date"). Interest payable on
each Interest Payment Date will include interest accrued from September 28,
2001, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for.
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FIRST INTEREST PAYMENT DATE
The first interest payment date for both series of notes will be April 1,
2002.
REGULAR RECORD DATES FOR INTEREST
Bristol-Myers Squibb will pay interest payable on any Interest Payment Date
to the person in whose name a note (or any predecessor note) is registered at
the close of business on March 15 or September 15, as the case may be, next
preceding such Interest Payment Date.
PAYING AGENT
The trustee will initially be the securities registrar and paying agent and
will act as such only at its offices in New York, New York. Bristol-Myers Squibb
may at any time designate additional paying agents or rescind the designations
or approve a change in the offices where they act.
Bristol-Myers Squibb has appointed Chase Manhattan Bank Luxembourg S.A. as
paying agent and transfer agent in Luxembourg with respect to the notes in
definitive form. As long as the notes are listed on the Luxembourg Stock
Exchange, we will maintain a paying agent and transfer agent in Luxembourg, and
any change in the Luxembourg paying agent and transfer agent will be published
in Luxembourg. See "Listing and General Information--Listing" below.
GLOBAL SECURITIES
The notes will each be represented by one or more global securities
registered in the name of the nominee of DTC. Bristol-Myers Squibb will issue
the notes in denominations of $1,000 and integral multiples of $1,000.
Bristol-Myers Squibb will deposit the global securities with DTC or its
custodian and will register the global securities in the name of DTC's nominee.
See "Description of the Debt Securities--General--Global Securities" in the
accompanying prospectus and "Book-Entry Issuance" below.
REDEMPTION OF THE NOTES
The notes may be redeemed at any time at Bristol-Myers Squibb's option in
whole or from time to time in part at a redemption price equal to the sum of
(1) the principal amount of any notes being redeemed plus accrued interest to
the redemption date and (2) the Make-Whole Amount (as defined below), if any.
If Bristol-Myers Squibb has given notice as provided in the indenture and
funds for the redemption of any notes called for redemption have been made
available on the redemption date, those notes will cease to bear interest on the
date fixed for redemption. Thereafter, the only right of the holders of those
notes will be to receive payment of the redemption price.
Bristol-Myers Squibb will give notice of any optional redemption to holders
at their addresses, as shown in the security register, not more than 60 nor less
than 30 days prior to the date fixed for redemption. The notice of redemption
will specify, among other items, the redemption price and the principal amount
of the notes held by such holder to be redeemed.
Bristol-Myers Squibb will notify the trustee at least 45 days prior to
giving notice of redemption (or such shorter period as is satisfactory to the
trustee) of the series and the aggregate principal amount of notes to be
redeemed and their redemption date. If less than all the notes of that series is
to be redeemed, the trustee shall select which notes of that series are to be
redeemed in a manner it deems to be fair and appropriate.
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The notes may also be redeemed in connection with certain tax events. See
"--Redemption Upon a Tax Event" below.
As used above:
"Make-Whole Amount" means the excess of (1) the aggregate present value, on
the date fixed for redemption, of the principal being redeemed and the amount of
interest (exclusive of interest accrued to the date fixed for redemption) that
would have been payable on that principal amount if such redemption had not been
made, over (2) the aggregate principal amount of notes being redeemed. Present
value shall be determined by discounting, on a semi-annual basis, such principal
and interest at the Reinvestment Rate (as defined below and as determined on the
third business day preceding the date such notice of redemption is given) from
the respective dates on which such principal and interest would have been
payable if such redemption had not been made.
"Reinvestment Rate" means 0.15% for the notes due 2006 and 0.20% for the
notes due 2011, plus, in each case, the arithmetic mean of the yields under the
heading "Week Ending" published in the most recent Statistical Release (as
defined below) under the caption "Treasury Constant Maturities" for the maturity
(rounded to the nearest month) corresponding to the remaining life to maturity,
as of the payment date of the principal being redeemed. If no maturity exactly
corresponds to such maturity, yields for the two established maturities most
closely corresponding to such maturity will be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate will be interpolated or
extrapolated from such yields on a straight-line basis, rounding each of such
relevant periods to the nearest month. For the purpose of calculating the
Reinvestment Rate, the most recent Statistical Release published prior to the
date of determination of the Make-Whole Amount shall be used.
"Statistical Release" means the statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Federal Reserve
System and which establishes yields on actively traded United States government
securities adjusted to constant maturities, or, if such statistical release is
not published at the time of any determination under the indenture, then such
other reasonably comparable index which shall be designated by Bristol-Myers
Squibb.
SINKING FUND
There is no sinking fund.
DEFEASANCE
The notes are subject to Bristol-Myers Squibb's ability to choose "LEGAL
DEFEASANCE" and "COVENANT DEFEASANCE" as described under the caption
"Description of the Debt Securities--General--Satisfaction and Discharge;
Defeasance" in the accompanying prospectus.
DEFINITIVE SECURITIES
A permanent global security is exchangeable for definitive notes registered
in the name of any person other than DTC or its nominee, only as described under
"Description of the Debt Securities--General--Global Securities--Special
Situation When a Global Security Will Be Terminated" in the accompanying
prospectus.
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SAME-DAY SETTLEMENT AND PAYMENT
The underwriters will make settlement for the notes in immediately available
or same-day funds. So long as the notes are represented by the global
securities, Bristol-Myers Squibb will make all payments of principal and
interest in immediately available funds.
Secondary trading in notes and debentures of corporate issues is generally
settled in clearing-house or next-day funds. In contrast, so long as the notes
are represented by the global securities registered in the name of DTC or its
nominee, the notes will trade in DTC's Same-Day Funds Settlement System. DTC
will require secondary market trading activity in the notes represented by the
global securities to settle in immediately available or same-day funds on
trading activity in the notes.
PAYMENT OF ADDITIONAL AMOUNTS
We will, subject to the exceptions and limitations set forth below, pay as
additional interest on the notes such additional amounts as are necessary so
that the net payment by us or a paying agent of the principal of and interest on
the notes to a person that is a Non-U.S. Holder (as defined under the heading
"United States Tax Considerations--Tax Consequences to Non-U.S. Holders" below),
after deduction for any present or future tax, assessment or governmental charge
of the United States or a political subdivision or taxing authority thereof or
therein, imposed by withholding with respect to the payment, will not be less
than the amount that would have been payable in respect of the notes had no
withholding or deduction been required.
Our obligation to pay additional amounts shall not apply:
(1) to any tax, assessment or governmental charge that is imposed or
withheld solely because the beneficial owner, or a fiduciary, settlor,
beneficiary or member of the beneficial owner if the beneficial owner is an
estate, trust or partnership, or a person holding a power over an estate or
trust administered by a fiduciary holder:
(a) is or was present or engaged in trade or business in the United
States or has or had a permanent establishment in the United States;
(b) is or was a citizen or resident or is or was treated as a
resident of the United States;
(c) is or was a foreign or domestic personal holding company, a
passive foreign investment company or a controlled foreign corporation
with respect to the United States, is or was a corporation that has
accumulated earnings to avoid United States federal income tax or is or
was a private foundation or other tax-exempt organization; or
(d) is or was an actual or constructive "10-percent shareholder" of
Bristol-Myers Squibb, as defined in Section 871(h)(3) of the U.S.
Internal Revenue Code of 1986, as amended;
(2) to any holder that is not the sole beneficial owner of notes, or
that is a fiduciary or partnership, but only to the extent that the
beneficial owner, a beneficiary or settlor with respect to the fiduciary, or
a member of the partnership would not have been entitled to the payment of
an additional amount had such beneficial owner, beneficiary, settlor or
member received directly its beneficial or distributive share of the
payment;
(3) to any tax, assessment or governmental charge that is imposed or
withheld solely because the beneficial owner or any other person failed to
comply with certification,
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identification or information reporting requirements concerning the
nationality, residence, identity or connection with the United States of the
holder or beneficial owner of notes, if compliance is required by statute,
by regulation of the United States Treasury Department or by an applicable
income tax treaty to which the United States is a party as a precondition to
exemption from such tax, assessment or other governmental charge;
(4) to any tax, assessment or governmental charge that is imposed other
than by deduction or withholding by Bristol-Myers Squibb or a paying agent
from the payment;
(5) to any tax, assessment or governmental charge that is imposed or
withheld solely because of a change in law, regulation, or administrative or
judicial interpretation that becomes effective after the day on which the
payment becomes due or is duly provided for, whichever occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth or
personal property tax or any similar tax, assessment or governmental charge;
(7) to any tax, assessment or other governmental charge any paying agent
(which term may include us) must withhold from any payment of principal of
or interest on any note, if such payment can be made without such
withholding by any other paying agent; or
(8) to any tax, assessment or governmental charge that would not have
been so imposed or withheld but for the presentation by the holder of a note
for payment on a date more than 30 days after the date on which such payment
became due and payable or the date on which payment thereof is duly provided
for, whichever occurs later; or
(9) in the case of any combination of the above items.
The notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable. Except as
specifically provided under this heading "--Payment of Additional Amounts" and
under the heading "--Redemption Upon a Tax Event," we do not have to make any
payment with respect to any tax, assessment or governmental charge imposed by
any government or a political subdivision or taxing authority.
In particular, we will not pay additional amounts on any note
- where withholding or deduction is imposed on a payment to an individual
and is required to be made pursuant to any European Union Directive on the
taxation of savings implementing the conclusions of the ECOFIN Council
meeting of November 26 and 27, 2000, or any law implementing or complying
with, or introduced in order to conform to, that Directive, or
- presented for payment by or on behalf of a beneficial owner who would have
been able to avoid the withholding or deduction by presenting the relevant
note to another paying agent in a Member State of the EU.
REDEMPTION UPON A TAX EVENT
If (a) we become or will become obligated to pay additional amounts as
described under the heading "--Payment of Additional Amounts" as a result of any
change in, or amendment to, the laws (or any regulations or rulings promulgated
thereunder) of the United States (or any political subdivision or taxing
authority thereof or therein), or any change in, or amendment to, any official
position regarding the application or interpretation of such laws, regulations
or rulings, which change or amendment is announced or becomes effective on or
after the date of this prospectus supplement, or (b) a taxing authority of the
United States takes an action on or after the date of this
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prospectus supplement, whether or not with respect to us or any of our
affiliates, that results in a substantial probability that we will or may be
required to pay such additional amounts, in either case, with respect to a
series of notes for reasons outside our control and after taking reasonable
measures available to us to avoid such obligation, then we may, at our option,
redeem, as a whole, but not in part, the notes of that series at any time prior
to maturity on not less than 30 nor more than 60 calendar days' prior notice, at
a redemption price equal to 100% of their principal amount, together with
interest accrued thereon to the date fixed for redemption. No redemption
pursuant to (b) above may be made unless we shall have received an opinion of
independent counsel to the effect that an act taken by a taxing authority of the
United States results in a substantial probability that we will or may be
required to pay the additional amounts described under the heading "--Payment of
Additional Amounts" and we shall have delivered to the trustee a certificate,
signed by a duly authorized officer, stating that based on such opinion we are
entitled to redeem the notes pursuant to their terms.
FURTHER ISSUES
We may from time to time, without notice to or the consent of the holders of
either series of notes, increase the aggregate principal amount of the notes due
2006 or the notes due 2011 by creating and issuing further notes ranking equally
and ratably with the notes of that series in all respects, or in all respects
except for the payment of interest accruing prior to the issue date or except
for the first payment of interest following the issue date of those further
notes. Any further notes will be consolidated and form a single series with the
notes of that series and will have the same terms as to status, redemption or
otherwise as the notes of that series. Any further notes will be issued by or
pursuant to a resolution of our board of directors or a supplement to the
indenture.
PRESCRIPTION PERIOD
Any money that we deposit with the trustee or any paying agent for the
payment of principal or any interest on any global note of any series that
remains unclaimed for two years after the date upon which the principal and
interest are due and payable will be repaid to us upon our request unless
otherwise required by mandatory provisions of any applicable unclaimed property
law. After that time, unless otherwise required by mandatory provisions of any
unclaimed property law, the holder of any note will be able to seek any payment
to which that holder may be entitled to collect only from us.
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BOOK-ENTRY ISSUANCE
The notes will be issued in the form of one or more fully registered global
notes which will be deposited with, or on behalf of, The Depository Trust
Company, known as DTC, as the depositary, and registered in the name of Cede &
Co., DTC's nominee. Beneficial interests in the global notes will be represented
through book-entry accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in DTC. Investors may
elect to hold interests in the global notes through either DTC (in the United
States), Clearstream Banking, Societe Anonyme, which we refer to as "Clearstream
Luxembourg," or Euroclear Bank S.A./N.V., which we refer to as "Euroclear", as
operator of the Euroclear System (outside of the United States), if they are
participants in these systems, or indirectly through organizations which are
participants in these systems. Clearstream Luxembourg and Euroclear will hold
interests on behalf of their participants through customers' securities accounts
in Clearstream Luxembourg's and Euroclear's names on the books of their
respective depositaries, which in turn will hold these interests in customers'
securities accounts in the names of their respective U.S. depositaries on the
books of DTC. Citibank, N.A. will act as the U.S. depositary for Clearstream
Luxembourg, and The Chase Manhattan Bank will act as the U.S. depositary for
Euroclear. Except under circumstances described below, the notes will not be
issuable in definitive form. The laws of some states require that certain
purchasers of securities take physical delivery of their securities in
definitive form. These limits and laws may impair the ability to transfer
beneficial interests in the global notes.
So long as the depositary or its nominee is the registered owner of the
global notes, the depositary or its nominee will be considered the sole owner or
holder of the notes represented by the global notes for all purposes under the
indenture. Except as provided below, owners of beneficial interests in the
global notes will not be entitled to have notes represented by the global notes
registered in their names, will not receive or be entitled to receive physical
delivery of notes in definitive form and will not be considered the owners or
holders thereof under the indenture.
Principal and interest payments on notes registered in the name of the
depositary or its nominee will be made to the depositary or its nominee, as the
case may be, as the registered owner of the global notes. None of us, the
trustee or any paying agent or registrar for the notes will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in the global notes or for
maintaining, supervising or reviewing any records relating to these beneficial
interests.
We expect that the depositary for the notes or its nominee, upon receipt of
any payment of principal or interest, will credit the participants' accounts
with payments in amounts proportionate to their respective beneficial interests
in the principal amount of the global notes as shown on the records of the
depositary or its nominee. We also expect that payments by participants to
owners of beneficial interest in the global notes held through these
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name," and will be the responsibility of these
participants.
If the depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by us within 90 days, we
will issue notes in definitive form in exchange for the global notes. We will
also issue notes in definitive form in exchange for the global notes if an event
of default has occurred with regard to the notes represented by the global notes
and has not been cured or waived. In addition, we may at any time and in our
sole discretion determine not to have the notes represented by the global notes
and, in that event, will issue notes in definitive form in exchange for the
global notes. In any such instance, an owner of a beneficial interest in the
global notes will be entitled to physical delivery in definitive form of notes
represented by the global notes equal in principal amount to such beneficial
interest and to have such notes registered in its
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name. Notes so issued in definitive form will be issued as registered notes in
denominations of $1,000 and integral multiples thereof, unless otherwise
specified by us. Our definitive notes can be transferred by presentation for
registration to the registrar at its New York or Luxembourg offices and must be
duly endorsed by the holder or his attorney duly authorized in writing, or
accompanied by a written instrument or instruments of transfer in form
satisfactory to us or the trustee duly executed by the holder or his attorney
duly authorized in writing. We may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
exchange or registration of transfer of definitive notes.
THE CLEARING SYSTEMS
DTC. The depositary advises as follows: The depositary 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 Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Exchange Act.
The depositary holds securities deposited with it by its participants and
facilitates the settlement of transactions among its participants in such
securities through electronic computerized book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. The depositary's participants include securities brokers and
dealers (including the underwriters), banks, trust companies, clearing
corporations and certain other organizations, some of whom (and/or their
representatives) own the depositary. Access to the depositary's book-entry
system is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
According to the depositary, the foregoing information with respect to the
depositary has been provided to the financial community for informational
purposes only and is not intended to serve as a representation, warranty or
contract modification of any kind.
CLEARSTREAM LUXEMBOURG. Clearstream Luxembourg advises that it is
incorporated under the laws of Luxembourg as a professional depositary.
Clearstream Luxembourg holds securities for its participating organizations and
facilitates the clearance and settlement of securities transactions between
Clearstream Luxembourg participants through electronic book-entry changes in
accounts of Clearstream Luxembourg participants, thereby eliminating the need
for physical movement of certificates. Clearstream Luxembourg provides to
Clearstream Luxembourg participants, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. Clearstream Luxembourg
interfaces with domestic markets in several countries. As a professional
depositary, Clearstream Luxembourg is subject to regulation by the Luxembourg
Monetary Institute. Clearstream Luxembourg participants are recognized financial
institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations and may include the underwriters. Indirect access to Clearstream
Luxembourg is also available to others, such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
Clearstream Luxembourg participant either directly or indirectly.
Distributions with respect to notes held beneficially through Clearstream
Luxembourg will be credited to cash accounts of Clearstream Luxembourg
participants in accordance with its rules and procedures, to the extent received
by the U.S. depositary for Clearstream Luxembourg.
EUROCLEAR. Euroclear advises that it was created in 1968 to hold securities
for its participants and to clear and settle transactions between Euroclear
participants through simultaneous electronic book-entry delivery against
payment, eliminating the need for physical movement of certificates and
eliminating any risk from lack of simultaneous transfers of securities and cash.
Euroclear provides
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various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries. The Euroclear System is
owned by Euroclear Clearance System Public Limited Company and operated through
a license agreement by Euroclear Bank S.A./N.V., a bank incorporated under the
laws of the Kingdom of Belgium as the "Euroclear operator".
The Euroclear operator holds securities and book-entry interests in
securities for participating organizations and facilitates the clearance and
settlement of securities transactions between Euroclear participants, and
between Euroclear participants and participants of certain other securities
intermediaries through electronic book-entry changes in accounts of such
participants or other securities intermediaries.
The Euroclear operator provides Euroclear participants, among other things,
with safekeeping, administration, clearance and settlement, securities lending
and borrowing, and related services.
Non-participants of Euroclear may hold and transfer book-entry interests in
the securities through accounts with a direct participant of Euroclear or any
other securities intermediary that holds a book-entry interest in the securities
through one or more securities intermediaries standing between such other
securities intermediary and the Euroclear operator.
The Euroclear operator is regulated and examined by the Belgian Banking and
Finance Commission and the National Bank of Belgium.
Securities clearance accounts and cash accounts with the Euroclear operator
are governed by the "Terms and Conditions Governing Use of Euroclear" and the
related operating procedures of the Euroclear System, and applicable Belgian
law, which are collectively referred to as the "terms and conditions". The terms
and conditions govern transfers of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments with
respect to securities in Euroclear. All securities in Euroclear are held on a
fungible basis without attribution of specific certificates to specific
securities clearance accounts. The Euroclear operator acts under the terms and
conditions only on behalf of Euroclear participants, and has no record of or
relationship with persons holding through Euroclear participants.
Distributions with respect to notes held beneficially through Euroclear will
be credited to the cash accounts of Euroclear participants in accordance with
the terms and conditions, to the extent received by the U.S. depositary for
Euroclear.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
Initial settlement for the notes will be made in same-day U.S. dollar funds.
Secondary market trading between DTC participants will occur in the ordinary
way in accordance with DTC rules. Secondary market trading between Clearstream
Luxembourg participants and/or Euroclear participants will occur in the ordinary
way in accordance with the applicable rules and operating procedures of
Clearstream Luxembourg and Euroclear and will be settled using the procedures
applicable to conventional eurobonds.
Cross-market transfers between persons holding directly or indirectly
through DTC participants, on the one hand, and directly or indirectly through
Clearstream Luxembourg or Euroclear participants, on the other hand, will be
effected in DTC in accordance with DTC rules on behalf of the relevant
international clearing system by its U.S. depositary. However, cross-market
transactions will require delivery of instructions to the relevant international
clearing system by the counterparty in that system in accordance with its rules
and procedures and within its established deadlines (European time). The
relevant international clearing system will, if a transaction meets its
settlement requirements, deliver instructions to its U.S. depositary to take
action to effect final settlement on its
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behalf by delivering or receiving securities in DTC. Clearstream Luxembourg
participants and Euroclear participants may not deliver instructions directly to
the respective U.S. depositary.
Because of time-zone differences, credits of notes received in Clearstream
Luxembourg or Euroclear as a result of a transaction with a DTC participant will
be made during subsequent securities settlement processing and dated the
business day following the DTC settlement date. These credits or any
transactions in the notes settled during the processing will be reported to the
relevant Clearstream Luxembourg or Euroclear participants on that business day.
Cash received in Clearstream Luxembourg or Euroclear as a result of sales of
notes by or through a Clearstream Luxembourg participant or a Euroclear
participant to a DTC participant will be received with value on the DTC
settlement date but will be available in the relevant Clearstream Luxembourg or
Euroclear cash account only as of the business day following settlement in DTC.
Although it is expected that DTC, Clearstream Luxembourg and Euroclear will
follow the foregoing procedures in order to facilitate transfers of notes among
participants of DTC, Clearstream Luxembourg and Euroclear, they are under no
obligation to perform or continue such procedures and such procedures may be
changed or discontinued at any time.
NOTICES
Notices to holders of the notes will be sent by mail to the registered
holders and will be published, whether the notes are in global or definitive
form, and so long as the notes are listed on the Luxembourg Stock Exchange, in a
daily newspaper of general circulation in Luxembourg. It is expected that
publication will be made in Luxembourg in the LUXEMBURGER WORT. Any such notice
shall be deemed to have been given on the date of such publication or, if
published more than once, on the date of the first such publication. So long as
the notes are listed on the Luxembourg Stock Exchange, any appointment of or
change in the Luxembourg paying agent and transfer agent will be published in
Luxembourg in the manner set forth above.
S-23
<Page>
UNITED STATES TAX CONSIDERATIONS
This section summarizes the material U.S. federal income tax consequences to
holders of notes. It represents the views of our tax counsel, Cravath, Swaine &
Moore. However, the discussion is limited in the following ways:
- The discussion only covers you if you buy your notes in the initial
offering.
- The discussion only covers you if you hold your notes as a capital asset
for U.S. federal income tax consequences (that is, for investment
purposes) and if you do not have a special tax status.
- The discussion does not cover tax consequences that depend upon your
particular tax situation in addition to your ownership of notes. We
suggest that you consult your tax advisor about the consequences of
holding notes in your particular situation.
- The discussion is based on current law. Changes in the law may change the
tax treatment of the notes, possibly on a retroactive basis.
- The discussion does not cover state, local or foreign law.
- The discussion does not apply to you if you are a non-U.S. holder of notes
and if you (a) own 10% or more of the voting stock of Bristol-Myers
Squibb, (b) are a "controlled foreign corporation" with respect to
Bristol-Myers Squibb, or (c) are a bank making a loan in the ordinary
course of its business.
- We have not requested a ruling from the IRS on the tax consequences of
owning the notes. As a result, the IRS could disagree with portions of
this discussion.
- If a partnership holds notes, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of
the partnership. If you are a partner of a partnership holding notes, we
suggest that you consult your tax advisor.
If you are considering buying notes, we suggest that you consult your tax
advisors about the tax consequences of holding the notes in your particular
situation.
TAX CONSEQUENCES TO U.S. HOLDERS
This section applies to you if you are a "U.S. Holder". A "U.S. Holder" is:
- an individual U.S. citizen or resident alien;
- a corporation, or entity taxable as a corporation, that was created under
U.S. law (federal or state); or
- an estate or trust whose world-wide income is subject to U.S. federal
income tax.
INTEREST.
- If you are a cash method taxpayer (including most individual holders), you
must report interest on the notes in your income when you receive it.
- If you are an accrual method taxpayer, you must report interest on the
notes in your income as it accrues.
SALE OR RETIREMENT OF NOTES. On your sale or retirement of your note:
- You will have taxable gain or loss equal to the difference between the
amount received by you and your tax basis in your note. Your tax basis in
your note is your cost, subject to certain adjustments.
- Your gain or loss will generally be capital gain or loss, and will be
long-term capital gain or loss if you held your note for more than one
year.
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- If you sell your note between interest payment dates, a portion of the
amount you receive reflects interest that has accrued on the note but has
not yet been paid by the sale date. That amount is treated as ordinary
interest income and not as sale proceeds.
INFORMATION REPORTING AND BACKUP WITHHOLDING. Under the tax rules
concerning information reporting to the IRS:
- Assuming you hold your note through a broker or other securities
intermediary, the intermediary must provide information to the IRS
concerning interest and retirement proceeds on your note, unless an
exemption applies.
- Similarly, unless an exemption applies, you must provide the intermediary
with your Taxpayer Identification Number for its use in reporting
information to the IRS. If you are an individual, this is your social
security number. You are also required to comply with other IRS
requirements concerning information reporting.
- If you are subject to these requirements but do not comply, the
intermediary must withhold a percentage of all amounts payable to you on
the notes (including principal payments). If the intermediary withholds
payments, you may use the withheld amount as a credit against your federal
income tax liability.
- All individuals are subject to these requirements. Some holders, including
all corporations, tax-exempt organizations and individual retirement
accounts, are exempt from these requirements.
TAX CONSEQUENCES TO NON-U.S. HOLDERS
This section applies to you if you are a "Non-U.S. Holder." A "Non-U.S.
Holder" is:
- an individual that is a nonresident alien;
- a corporation organized or created under non-U.S. law; or
- an estate or trust that is not taxable in the U.S. on its worldwide
income.
WITHHOLDING TAXES. Generally, payments of principal and interest on the
notes will not be subject to U.S. withholding taxes.
However, for the exemption from withholding taxes to apply to you, you must
meet one of the following requirements:
- You provide your name, address and a signed statement that you are the
beneficial owner of the note and are not a U.S. Holder. This statement is
generally made on Form W-8BEN.
- You or your agent claim an exemption from withholding tax under an
applicable tax treaty. This claim is generally made on Form W-8BEN.
- You or your agent claim an exemption from withholding tax on the ground
that the income is effectively connected with the conduct of a trade or
business in the U.S. This claim is generally made on Form W-8ECI.
We suggest that you consult your tax advisor about the specific methods for
satisfying these requirements. These procedures have been in effect since
January 1, 2001. In addition, a claim for exemption will not be valid if the
person receiving the applicable form has actual knowledge or reason to know that
the statements on the form are false.
SALE OR RETIREMENT OF NOTES. If you sell a note or it is redeemed, you will
not be subject to federal income tax on any gain unless one of the following
applies:
- The gain is effectively connected with a trade or business that you
conduct in the U.S.
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- You are an individual, you are present in the U.S. for at least 183 days
during the year in which you dispose of the note, and certain other
conditions are satisfied.
- The gain represents accrued interest, in which case the rules for interest
would apply.
U.S. TRADE OR BUSINESS
If you hold your note in connection with a trade or business that you are
conducting in the U.S.:
- Any interest on the note, and any gain from disposing of the note,
generally will be subject to income tax as if you were a U.S. Holder.
- If you are a corporation, you may be subject to the "branch profits tax"
on your earnings that are connected with your U.S. trade or business,
including earnings from the note. This tax is 30%, but may be reduced or
eliminated by an applicable income tax treaty.
ESTATE TAXES
If you are an individual, your notes will not be subject to U.S. estate tax
when you die. However, this rule only applies if, at your death, payments on the
notes were not effectively connected to a trade or business that you were
conducting in the U.S.
INFORMATION REPORTING AND BACKUP WITHHOLDING
U.S. rules concerning information reporting and backup withholding are
described above. These rules apply to Non-U.S. Holders as follows:
- Principal and interest payments you receive will be automatically exempt
from the usual rules if you provide the tax certifications needed to avoid
withholding tax on interest, as described above. The exemption does not
apply if the recipient of the applicable form knows, or has reason to
know, that the form is false. In addition, interest payments made to you
will be reported to the IRS on Form 1042-S.
- Sale proceeds you receive on a sale of your notes through a broker may be
subject to information reporting and/or backup withholding if you are not
eligible for an exemption. In particular, information reporting and backup
reporting may apply if you use the U.S. office of a broker, and
information reporting (but not backup withholding) may apply if you use
the foreign office of a broker that has certain connections to the U.S. We
suggest that you consult your tax advisor concerning information reporting
and backup withholding on a sale.
POSSIBLE EUROPEAN UNION REQUIREMENTS
The European Union is considering new procedures that would apply to you if
you are a tax resident of a member state and you receive interest on the notes
from a paying agent located in another member state. Under these procedures, the
paying agent's member state would adopt one of the following rules:
- the paying agent would be required to withhold tax on interest paid to you
on the notes, unless you follow specified procedures to show that you have
reported the interest to the tax authorities in your state of residence;
or
- the interest paid to you would be reported to the tax authorities in your
state of residence by the paying agent's member state.
No decision has been made whether to adopt these requirements. Even if they
are adopted, it is not clear what their effective date will be. We advise you to
consult your tax advisor about the possible implications of these requirements.
S-26
<Page>
UNDERWRITING
Bristol-Myers Squibb and the underwriters for the offering named below have
entered into an underwriting agreement, dated September 25, 2001, with respect
to the notes. Subject to certain conditions, each underwriter has severally
agreed to purchase the principal amount of notes indicated in the following
table. Goldman, Sachs & Co. and J.P. Morgan Securities Inc. are the
representatives of the underwriters.
<Table>
<Caption>
Principal Principal
Amount of Amount of
Notes due Notes due
Underwriters 2006 2011
------------ -------------- --------------
Goldman, Sachs & Co. ...................................... $ 962,500,000 $ 962,500,000
J.P. Morgan Securities Inc. ............................... 962,500,000 962,500,000
Salomon Smith Barney Inc. ................................. 250,000,000 250,000,000
ABN AMRO Incorporated...................................... 37,500,000 37,500,000
Banc of America Securities LLC............................. 37,500,000 37,500,000
Deutsche Banc Alex. Brown Inc. ............................ 37,500,000 37,500,000
Banca Monte dei Paschi di Siena S.p.A. .................... 25,000,000 25,000,000
BMO Nesbitt Burns Corp. ................................... 25,000,000 25,000,000
BNP Paribas Securities Corp. .............................. 25,000,000 25,000,000
BNY Capital Markets, Inc. ................................. 25,000,000 25,000,000
Banco Santander Central Hispano, New York Branch........... 25,000,000 25,000,000
The Royal Bank of Scotland plc............................. 25,000,000 25,000,000
Tokyo-Mitsubishi International plc......................... 25,000,000 25,000,000
Wachovia Securities, Inc. ................................. 25,000,000 25,000,000
The Williams Capital Group, L.P. .......................... 12,500,000 12,500,000
-------------- --------------
Total.................................................. $2,500,000,000 $2,500,000,000
============== ==============
</Table>
Notes sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus
supplement. Any notes sold by the underwriters to securities dealers may be sold
at a discount from the initial public offering price of up to 0.200% of the
principal amount of notes due 2006 and up to 0.300% of the principal amount of
the notes due 2011. Any such securities dealers may resell any notes purchased
from the underwriters to certain other brokers or dealers at a discount from the
initial public offering price of up to 0.125% of the principal amount of notes
due 2006 and up to 0.250% of the principal amount of notes due 2011. If all the
notes are not sold at the initial offering price, the representatives may change
the offering price and the other selling terms.
The underwriters intend to offer the notes for sale in jurisdictions in the
United States, Europe and Asia where it is legal to make such offers.
Banca Monte dei Paschi di Siena S.p.A. and Tokyo-Mitsubishi International
plc are not U.S. registered broker-dealers and, therefore, to the extent that
either intends to effect any sales of notes in the United States, it will do so
through one or more U.S. registered broker-dealers as permitted by NASD
regulations.
Each series of the notes is a new issue of securities with no established
trading market. Bristol-Myers Squibb has been advised by the underwriters that
the underwriters intend to make a market in the notes but are not obligated to
do so and may discontinue market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for the notes.
In connection with the offering, the underwriters may purchase and sell
notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover
S-27
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positions created by short sales. Short sales involve the sale by the
underwriters of a greater number of notes than they are required to purchase in
the offering. Stabilizing transactions consist of certain bids or purchases made
for the purpose of preventing or retarding a decline in the market price of the
notes while the offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased notes sold
by or for the account of such underwriter in stabilizing or short covering
transactions.
These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the notes. As a result, the price of the notes may be
higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued by the underwriters at any
time. These transactions may be effected in the over-the-counter market or
otherwise.
Bristol-Myers Squibb has applied for the notes to be listed on the
Luxembourg Stock Exchange in accordance with the rules thereof but cannot assure
you that the notes will be approved for listing.
Each of the underwriters has agreed that it will not offer, sell or deliver
any of the notes in any jurisdiction outside the United States except under
circumstances that will result in compliance with the applicable laws thereof
and that it will take, at its own expense, whatever action is required to permit
its purchase and resale of the notes in those jurisdictions as set forth in the
underwriting agreement.
Each underwriter has represented and agreed that (a) it has not offered or
sold and, prior to the expiry of the period of six months from the time of
closing, will not offer or sell any notes to persons in the United Kingdom,
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances that have not resulted and will
not result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995; (b) has complied, and will
comply, with all applicable provisions of the Financial Services Act 1986 of
Great Britain with respect to anything done by it in relation to the notes in,
from or otherwise involving the United Kingdom; and (c) it has only issued or
passed on and will only issue or pass on in the United Kingdom any document
received by it in connection with the issue of the notes to a person who is of a
kind described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 of Great Britain (as amended) or is a
person to whom such document may lawfully be issued or passed on.
Each underwriter has acknowledged and agreed that the securities have not
been registered under the Securities and Exchange Law of Japan and are not being
offered or sold and may not be offered or sold, directly or indirectly, in Japan
or to or for the account of any resident of Japan, except (i) pursuant to an
exemption from the registration requirements of the Securities and Exchange Law
of Japan and (ii) in compliance with any other applicable requirements of
Japanese Law.
Each underwriter has represented and agreed that (a) it has not offered or
sold and will not offer or sell in Hong Kong, by means of any document, any
notes other than to persons whose ordinary business it is to buy or sell shares
or debentures, whether as principal or agent, or in circumstances which do not
constitute an offer to the public within the meaning of the Companies Ordinance
(Cap. 32) of Hong Kong, and (b) it has not issued or had in its possession for
the purpose of issue, and will not issue or have in its possession for the
purpose of issue, in Hong Kong, any invitation or advertisement relating to the
notes in Hong Kong, except if permitted to do so by the securities laws of Hong
Kong, other than with respect to notes intended to be disposed
S-28
<Page>
of to persons outside Hong Kong or to be disposed of only to persons whose
business involves the acquisition, disposal or holding of securities, whether as
principal or agent.
Each underwriter has represented and agreed that it has not and will not
offer or sell any of the notes, or distribute any document or other material in
connection with the offer of notes, either directly or indirectly, to the public
or any member of the public in Singapore other than (a) to an institutional
investor or other person specified in Section 106C of the Companies Act, Chapter
50 of Singapore (the "Singapore Companies Act"), (b) to a sophisticated investor
in accordance with the conditions specified in Section 106D of the Singapore
Companies Act, or (c) otherwise pursuant to, and in accordance with the
conditions of, any other provisions of the Singapore Companies Act.
The notes may not be offered, sold, transferred or delivered in or from The
Netherlands as part of their initial distribution or as part of any re-offering,
and neither this prospectus supplement nor any other document in respect of the
offering may be distributed or circulated in The Netherlands, other than to
individuals or legal entities which include, but are not limited to, banks,
brokers, dealers, institutional investors and undertakings with a treasury
department, who or which trade or invest in securities in the conduct of a
business or profession.
Bristol-Myers Squibb estimates that its share of the total expenses of the
offering, excluding underwriting discounts and commissions, will be
approximately $1,810,000.
Bristol-Myers Squibb has agreed to indemnify the underwriters against
certain liabilities, including liabilities under the U.S. Securities Act of
1933.
Ellen V. Futter, a member of our board of directors, is also a director of
J.P. Morgan Chase & Co., the parent company of J.P. Morgan Securities Inc.
In the ordinary course of their respective businesses, certain of the
underwriters and their respective affiliates have in the past provided, and may
in the future from time to time provide, investment banking and general
financing and banking services to us and certain of our affiliates, for which
they have in the past received, and may in the future receive, customary fees.
Certain of the underwriters are dealers under our commercial paper program.
In addition, Goldman Sachs Credit Partners L.P., an affiliate of Goldman,
Sachs & Co., and The Chase Manhattan Bank, an affiliate of J.P. Morgan
Securities Inc., are each party to a $1.5 billion revolving credit facility with
Bristol-Myers Squibb as borrower. The Chase Manhattan Bank is also a lender and
administrative agent, and affiliates of most of the underwriters are lenders,
under Bristol-Myers Squibb's $500 million revolving credit facility. See
"Capitalization" in this prospectus supplement. The Chase Manhattan Bank is also
trustee under the indenture.
J.P. Morgan Securities Inc. ("JPMorgan") will make the notes available for
distribution on the Internet through a proprietary web site and/or a third-party
system operated by Market Axess Inc., an Internet-based communications
technology provider. Market Axess Inc. is providing the system as a conduit for
communications between JPMorgan and its customers and is not a party to any
transactions. Market Axess Inc., a registered broker-dealer, will receive
compensation from JPMorgan based on transactions JPMorgan conducts through the
system. JPMorgan will make the notes available to its customers through the
Internet distributions, whether made through a proprietary or third-party
system, on the same terms as distributions made through other channels.
LEGAL OPINIONS
Certain legal matters in connection with the offering of the notes will be
passed upon for Bristol-Myers Squibb by John L. McGoldrick, Esq., Bristol-Myers
Squibb's Executive Vice President and General Counsel and President--Medical
Devices Group, and by Cravath, Swaine & Moore. The validity of the notes will be
passed on for the underwriters by Sullivan & Cromwell.
S-29
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EXPERTS
Bristol-Myers Squibb's financial statements incorporated in this prospectus
supplement by reference to the annual report on Form 10-K for the year ended
December 31, 2000 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
With respect to the unaudited financial information of Bristol-Myers Squibb
Company for the three-month periods ended March 31, 2001 and 2000 and the three-
and six-month periods ended June 30, 2001 and 2000 incorporated by reference in
this prospectus supplement, PricewaterhouseCoopers LLP reported that they have
applied limited procedures in accordance with professional standards for a
review of such information. However, their separate reports dated April 25, 2001
and July 25, 2001 therein state that they did not audit and they do not express
an opinion on that unaudited financial information. Accordingly, the degree of
reliance on their report on such information should be restricted in light of
the limited nature of the review procedures applied. PricewaterhouseCoopers LLP
is not subject to the liability provisions of Section 11 of the Securities Act
of 1933 for their report on the unaudited financial information because that
report is not a "report" or a "part" of the registration statement prepared or
certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11
of the Securities Act.
The combined financial statements of the DuPont Pharmaceuticals business, a
carved-out business of E.I. du Pont de Nemours and Company, as of December 31,
2000 and 1999 and for each of the two years in the period ended December 31,
2000, included in the current report on Form 8-K/A of Bristol-Myers Squibb,
filed September 20, 2001, and incorporated by reference in this prospectus
supplement, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION--DOCUMENTS
INCORPORATED BY REFERENCE
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. We incorporate by reference our annual report on
Form 10-K for the year ended December 31, 2000, our quarterly reports on
Form 10-Q for the quarters ended March 31, 2001 and June 30, 2001, and our
current report on Form 8-K, filed June 8, 2001, as amended by our current
reports on Form 8-K/A, filed September 20, 2001, and September 25, 2001, and our
current reports on Form 8-K, filed September 19, 2001, and September 25, 2001.
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, New York 10154
Attention: Secretary
Documents incorporated by reference will also be made available free of
charge at the main office of the Luxembourg paying agent:
Chase Manhattan Bank Luxembourg S.A.
5, Rue Plaetis
L-2338 Luxembourg
S-30
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LISTING AND GENERAL INFORMATION
LISTING
Application has been made to list the notes on the Luxembourg Stock
Exchange. In connection with the listing application, Bristol-Myers Squibb's
amended and restated certificate of incorporation, as amended, and by-laws and a
legal notice relating to the issuance of the notes have been deposited prior to
listing with the Chief Registrar of the District Court of Luxembourg (GREFFIER
EN CHEF DU TRIBUNAL D'ARRONDISSEMENT DE ET A LUXEMBOURG), where copies thereof
may be obtained upon request. Copies of the above documents together with this
prospectus supplement, the accompanying prospectus, the indenture and our annual
report on Form 10-K for the year ended December 31, 2000, as well as all future
annual reports, quarterly reports and financial current reports on Form 8-K, so
long as any of the notes are outstanding and listed on the Luxembourg Stock
Exchange, will be made available at the main office of Chase Manhattan Bank
Luxembourg S.A., in Luxembourg. Chase Manhattan Bank Luxembourg S.A. will act as
intermediary between the Luxembourg Stock Exchange and us and the holders of the
notes. In addition, copies of the above reports of Bristol-Myers Squibb may be
obtained free of charge at such office. The underwriting agreement will be
available for inspection at Chase Manhattan Bank Luxembourg S.A.
LUXEMBOURG PAYING AGENT
We have appointed Chase Manhattan Bank Luxembourg S.A. as the Luxembourg
paying agent. We will maintain a paying agent and transfer agent in Luxembourg
as long as our notes are listed on the Luxembourg Stock Exchange. For as long as
our notes are listed on the Luxembourg Stock Exchange, we will publish any
changes as to the identity or location of the Luxembourg paying agent in a
leading daily newspaper in Luxembourg, which is expected to be the LUXEMBURGER
WORT.
AUTHORIZATION
Resolutions relating to the issue and sale of the notes were adopted by our
board of directors on July 17, 2001, as amended on September 17, 2001.
MATERIAL CHANGE
Other than as disclosed or contemplated herein or in the documents
incorporated herein by reference, there has been no material adverse change in
our financial position since December 31, 2000.
LITIGATION
Except as disclosed in this prospectus supplement and the accompanying
prospectus, including the documents incorporated by reference therein, we are
not involved in any litigation, arbitration or administrative proceedings that
are material in the context of the issue of the notes, nor, so far as we are
aware, are any such litigation, arbitration or administrative proceedings
involving us pending or threatened.
IDENTIFICATION NUMBERS
The notes have been accepted for clearing through DTC, Euroclear and
Clearstream, Luxembourg. The notes due 2006 have been assigned International
Security Identification Number (ISIN) No. US110122AF52 and CUSIP
No. 110122 AF 5. The notes due 2011 have been assigned ISIN No. US110122AG36 and
CUSIP No. 110122 AG 3.
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<Page>
(This page has been left blank intentionally.)
<Page>
PROSPECTUS
BRISTOL-MYERS SQUIBB COMPANY
345 PARK AVENUE
NEW YORK, NY 10154
[LOGO]
------------------
$5,000,000,000
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
WARRANTS
------------------
BRISTOL-MYERS SQUIBB WILL PROVIDE SPECIFIC TERMS OF THESE SECURITIES
IN SUPPLEMENTS TO THIS PROSPECTUS.
YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT TO THIS PROSPECTUS
CAREFULLY BEFORE YOU INVEST.
---------------------
The common stock and $2 convertible preferred stock of Bristol-Myers Squibb
are listed on the New York Stock Exchange and the Pacific Exchange, Inc. under
the symbols "BMY" and "BMYPR", respectively. Any common stock or $2 convertible
preferred stock sold pursuant to a prospectus supplement will be listed, subject
to notice of issuance, on these stock exchanges.
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 August 10, 2001.
<Page>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
--------
About This Prospectus....................................... 3
Forward-Looking Statements.................................. 3
Where You Can Find More Information......................... 3
Description of the Company.................................. 4
Use of Proceeds............................................. 4
Ratios of Earnings to Fixed Charges and Earnings to Combined
Fixed Charges and Preferred Stock Dividends............... 4
Description of the Debt Securities.......................... 5
Description of the Preferred Stock.......................... 16
Description of the Depositary Shares........................ 18
Description of the Common Stock............................. 21
Description of the Warrants................................. 23
Plan of Distribution........................................ 24
Legal Opinion............................................... 25
Experts..................................................... 25
</Table>
2
<Page>
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 an aggregate offering price of $5,000,000,000. 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 immediately below
under the heading "Where You Can Find More Information."
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements, including statements
regarding, among other items, our business and operating strategy, operations,
economic performance and financial condition. These forward-looking statements
are subject to risks, uncertainties and assumptions, some of which are beyond
our control. For further details and a discussion of these and other risks and
uncertainties, see the Company's SEC filings, including the Company's Annual
Report on Form 10-K for the year ended December 31, 2000. Actual results may
differ materially from those expressed or implied by such forward-looking
statements. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, the
forward- looking events and circumstances discussed in this prospectus might not
occur.
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:
<Table>
Public Reference Room Chicago Regional Office
450 Fifth Street, N.W. Citicorp Center
Room 1024 500 West Madison Street
Washington, D.C. 20549 Suite 1400
Chicago, Illinois 60661-2511
</Table>
Please call the SEC at 1-800-SEC-0330 for further information on the
operations of the public reference rooms. Our common stock and $2 convertible
preferred stock are listed on the New York Stock Exchange and the Pacific
Exchange, Inc. Our reports, proxy statements and other information can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
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 after the date of this
prospectus and until we sell all the securities. We also specifically
incorporate by reference the following documents, which we have already filed
with the SEC:
i. Our Annual Report on Form 10-K for the year ended December 31, 2000;
ii. Our Quarterly report on Form 10-Q for the quarter ended March 31, 2001;
and
iii. Our Current Reports on Form 8-K, filed on June 8, 2001 and
January 25, 2001.
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We encourage you to read our periodic and current reports. We think these
reports provide additional information about our company which prudent investors
find important. You may request a copy of these filings as well as any future
filings incorporated by reference, 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.
DESCRIPTION OF THE COMPANY
Bristol-Myers Squibb Company was incorporated under the laws of the State of
Delaware in August 1933 under the name Bristol-Myers Company as successor to a
New York business started in 1887. In 1989, we changed our name to Bristol-Myers
Squibb Company, as a result of a merger. Through our divisions and subsidiaries,
we are a major producer and distributor in one significant business
segment--medicines. In general, our business is not seasonal.
USE OF PROCEEDS
Unless we otherwise specify in the applicable prospectus supplement, the net
proceeds we receive from the sale of the securities offered by this prospectus
and the accompanying prospectus supplement will be used for general corporate
purposes. General corporate purposes may include the repayment of debt,
investments in or extensions of credit to our subsidiaries, redemption of
preferred stock, or the financing of possible acquisitions or business
expansion. The net proceeds may be invested temporarily or applied to repay
short-term debt until they are used for their stated purpose.
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the Company's ratio of earnings to fixed
charges and the Company's ratio of earnings to combined fixed charges and
preferred stock dividends (which is the same) for each of the periods indicated:
<Table>
<Caption>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
-------------------------------------- ----------------------------------------------------------------------------
2001 2000 2000 1999 1998 1997 1996
--------------------- -------- -------- -------- -------- -------- --------
45.26........ 40.10 37.93 30.56 19.13 23.19 26.24
</Table>
We compute the ratio of earnings to fixed charges by dividing earnings by
fixed charges. This calculation excludes the effects of accounting changes which
have been made over time and discontinued operations.
We compute the ratio of earnings to combined fixed charges and preferred
stock dividends by dividing earnings by the sum of fixed charges and dividends
on preferred stock. Due to the immaterial amount of preferred stock dividends,
the ratio of earnings to combined fixed charges and preferred stock dividends is
equal to 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.
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DESCRIPTION OF THE DEBT SECURITIES
The following description of the terms of the debt securities sets forth
general terms that may apply to the debt securities. The particular terms of any
debt securities will be described in the prospectus supplement relating to those
debt securities.
The debt securities will be either our senior debt securities or our
subordinated debt securities. The senior debt securities will be issued under an
indenture dated as of June 1, 1993, between us and The Chase Manhattan Bank, as
trustee. This indenture is referred to as the "senior indenture". The
subordinated debt securities will be issued under an indenture to be entered
into between us and the trustee named in a prospectus supplement. This indenture
is referred to as the "subordinated indenture". The senior indenture and the
subordinated indenture are together called the "indentures".
The following is a summary of the most important provisions of the
indentures. Copies of the indentures are filed as exhibits to the registration
statement of which this prospectus is a part. Section references below are to
the sections in the applicable indentures. The referenced sections of the
indentures are incorporated by reference. We encourage you to read our
indentures.
1. GENERAL
Neither indenture limits the amount of debt securities that we may issue.
Each indenture provides that debt securities may be issued up to the principal
amount authorized by our board of directors from time to time. The senior debt
securities will be unsecured and will have the same rank as all of our other
unsecured and unsubordinated debt. The subordinated debt securities will be
unsecured and will be subordinated and junior to all senior indebtedness.
The debt securities may be issued in one or more separate series of senior
debt securities or subordinated debt securities. The prospectus supplement
relating to the particular series of debt securities being offered will describe
the particular amounts, prices and terms of those debt securities. These terms
will include:
- the title and type of the debt securities;
- the total principal amount of the debt securities;
- 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;
- the date or dates on which the principal of the debt securities will be
payable;
- 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;
- 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;
- any optional or mandatory redemption provisions;
- any sinking fund or other provisions that would obligate us to repurchase
or otherwise redeem the debt securities;
- whether the debt securities are to be issued in individual certificates to
each holder or in the form of global securities held by a depositary on
behalf of holders;
- any changes to or additional events of default or covenants;
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- any special tax implications of the debt securities, including provisions
for original issue discount securities, if offered;
- any conversion or exchange provisions; and
- any other specific terms of the debt securities.
Unless we otherwise specify in the prospectus supplement:
- the debt securities will be registered debt securities; and
- registered debt securities denominated in U.S. dollars will be issued in
denominations of $1,000 or an integral multiple of $1,000. (Sections 301
and 302 of the indentures).
Debt securities may bear legends required by United States Federal tax law
and regulations. (Section 201 of the indentures)
If any of the debt securities are sold for any foreign currency or currency
unit, or if any payments on the debt securities are payable in any foreign
currency or currency unit, the prospectus supplement will describe any
restrictions, elections, tax consequences, specific terms and other information
relating to the debt securities and the foreign currency or currency unit.
Some of the debt securities may be issued as original issue discount debt
securities. Original issue discount securities bear no interest or bear interest
at below-market rates. These are sold at a discount below their stated principal
amount. If we issue these securities, the prospectus supplement will describe
any special tax, accounting or other considerations relevant to these
securities.
EXCHANGE, REGISTRATION AND TRANSFER
Debt securities may be transferred or exchanged at the corporate trust
office of the security registrar or at any other office or agency which is
maintained for these purposes. No service charge will be payable upon the
transfer or exchange, except for any applicable tax or governmental charge.
The designated security registrar in the United States for the senior debt
securities is The Chase Manhattan Bank, located at 450 West 33rd Street, New
York, New York 10001. The security registrar for the subordinated debt
securities will be designated in a prospectus supplement.
In the event of any redemption in part of any series of debt securities, we
will not be required to issue, register the transfer of, or exchange debt
securities of any series between the opening of business 15 days before the day
of the mailing of a notice of redemption of securities of such series selected
for redemption and the close of business on the day of mailing of the relevant
notice of redemption.
(Section 305 of the indentures)
PAYMENT AND PAYING AGENT
We will pay principal, interest and any premium on fully registered
securities in the designated currency or currency unit at the office of the
paying agent. Payment of interest on fully registered securities may be made by
check mailed to the persons in whose names the debt securities are registered on
days specified in the indentures or any prospectus supplement. (Section 307 of
the indentures)
If any amount payable on any debt security or coupon remains unclaimed at
the end of two years after the amount became due and payable, the paying agent
will release any unclaimed amounts to us. (Section 1003 of the indentures)
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Our paying agent in the United States for the senior debt securities is The
Chase Manhattan Bank, located at 450 West 33rd Street, New York, New York 10001.
We will designate the paying agent for the subordinated debt securities in the
applicable prospectus supplement.
GLOBAL SECURITIES
The debt securities of a series may be issued in whole or in part in the
form of one or more global certificates. Those certificates will be deposited
with a depositary that we will identify in a prospectus supplement. We will
describe the specific terms of the depositary arrangement relating to a series
of debt securities in the prospectus supplement (Section 204 of the indentures).
Unless we otherwise specify in a prospectus supplement, we anticipate that
the following provisions will apply to our depositary arrangements:
U.S. BOOK-ENTRY SECURITIES. Debt securities of a series represented by a
definitive global registered security and deposited with or on behalf of a
depositary in the United States will be registered in the name of the depositary
or its nominee. These securities are referred to as "book- entry securities".
When a global security is issued and deposited with the depositary, the
depositary will credit, on its book-entry registration and transfer system, the
respective principal amounts represented by that global security to the accounts
of institutions that have accounts with the depositary. Institutions that have
accounts with the depositary are referred to as "participants".
The accounts to be credited shall be designated by the underwriters or
agents for the sale of such book-entry securities or by us, if we offer and sell
those securities directly.
Ownership of book-entry securities is limited to participants or persons
that may hold interests through participants. In addition, ownership of these
securities will be evidenced only by, and the transfer of that ownership will be
effected only through, records maintained by the depositary or by participants
or persons that hold through other participants.
So long as the depositary, or its nominee, is the registered owner of a
global security, that depositary or nominee will be considered the sole owner or
holder of the book-entry securities represented by the global security for all
purposes under the indenture. Payments of principal, interest and premium on
those securities will be made to the depositary or its nominee as the registered
owner or the holder of the global security.
Owners of book-entry securities:
- will not be entitled to have the debt securities registered in their
names;
- will not be entitled to receive physical delivery of the debt securities
in definitive form; and
- will not be considered the owners or holders of those debt securities
under the indenture.
SPECIAL SITUATION WHEN A GLOBAL SECURITY WILL BE TERMINATED. In a few
special situations described below, the global security will terminate and
interests in it will be exchanged for physical certificates representing those
interests. After that exchange, the choice of whether to hold securities
directly or in street name will be up to the investor. Investors must consult
their own bank or brokers to find out how to have their interests in securities
transferred to their own name, so that they will be direct holders. We have
described the rights of holders and street name investors below.
The global security will terminate when the following special situations
occur:
- If the depositary notifies us that it is unwilling, unable or no longer
qualified to continue as depositary for that global security and we do not
appoint another institution to act as depositary within 90 days.
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- If we notify the trustee that we wish to terminate that global security;
or
- If an event of default has occurred with regard to debt securities
represented by that global security and has not been cured or waived. We
discuss defaults later under "Event of Default, Notice and Waiver".
The prospectus supplement may also list additional situations for
terminating a global security that would apply only to the particular series of
securities covered by the prospectus supplement. When a global security
terminates, the depositary--and not we or the trustee--is responsible for
deciding the names of the institutions that will be the initial direct holders.
(Section 204(c)(iii) and (iv) of the indentures).
We expect that the depositary for book-entry securities of a series will
immediately credit participants' accounts with payments received by the
depositary or nominee in amounts proportionate to the participants' beneficial
interests as shown on the records of such depositary.
We also expect that payments by participants to owners of beneficial
interests in a global security held through the participants will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name". The payments by participants to the owners of beneficial
interests will be the responsibility of those participants.
SATISFACTION AND DISCHARGE; DEFEASANCE
We may be discharged from our obligations on the debt securities of any
series that have matured or will mature or be redeemed within one year if we
deposit with the trustee enough cash to pay all the principal, interest and any
premium due to the stated maturity date or redemption date of the debt
securities. (Section 401 of the indentures)
Each indenture contains a provision that permits us to elect:
1. to be discharged from all of our obligations (subject to limited
exceptions) with respect to any series of debt securities then outstanding;
and/or
2. to be released from our obligations under the following covenants and
from the consequences of an event of default or cross-default resulting from
a breach of these covenants:
a. the limitations on mergers, consolidations and certain sales of
assets,
b. with respect to the senior indenture, the limitations on sale and
leaseback transactions, and
c. with respect to the senior indenture, the limitations on liens to
secure debt.
To make either of the above elections, we must deposit in trust with the
trustee enough money to pay in full the principal, interest and premium on the
debt securities. This amount may be made in cash and/or U.S. government
obligations, if the debt securities are denominated in U.S. dollars. This amount
may be made in cash and/or foreign government securities if the debt securities
are denominated in a foreign currency. As a condition to either of the above
elections, we must deliver to the trustee an opinion of counsel that the holders
of the debt securities will not recognize income, gain or loss for Federal
income tax purposes as a result of the action. (Section 403 of the indentures)
If either of the above events occur, the holders of the debt securities of
the series will not be entitled to the benefits of the indentures, except for
registration of transfer and exchange of debt securities and replacement of
lost, stolen or mutilated debt securities. (Sections 401 and 403 of the
indentures)
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EVENTS OF DEFAULT, NOTICE AND WAIVER
If a specified event of default for any series of debt securities occurs and
continues, the trustee or the holders of at least 25% in principal amount of the
debt securities of the series may declare the entire principal amount of all the
debt securities of that series (or, if the debt securities are original issue
discount securities, such portion of the principal as may be described in the
applicable prospectus supplement) to be due and payable immediately.
The declaration may be annulled and past defaults may be waived by the
holders of a majority of the principal amount of the debt securities of that
series if we satisfy certain conditions. However, payment defaults that are not
cured may only be waived by all holders of the debt securities. (Sections 502,
513 and 902 of the indentures)
Each indenture defines an event of default in connection with any series of
debt securities as one or more of the following events:
- we fail to pay the principal of or any premium on such debt security when
due;
- we fail to deposit any sinking fund payment on such series when due;
- we fail to pay interest when due on such series for 30 days after it is
due;
- we fail to perform any other covenant in the indenture related to the debt
securities of the series and this failure continues for 90 days after we
receive written notice of it (this provision is only applicable to senior
debt securities);
- we or a court take certain actions relating to the bankruptcy, insolvency
or reorganization of our company; and
- any other event of default provided in a supplemental indenture or board
resolution under which a series of securities is issued or in the form of
that security.
(Section 501 of the indentures)
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 indentures, and a
default under one series of debt securities will not necessarily be a default
under another series.
Each indenture requires the trustee to give the holders of a series of debt
securities notice of a default for that series within 90 days unless the default
is cured or waived. However, the trustee may withhold this notice if it
determines in good faith that it is in the interest of those holders. The
trustee may not, however, withhold this notice in the case of a payment default.
(Section 602 of the indentures)
Other than its duties in case of a default, a trustee is not obligated to
exercise any of its rights or powers under either indenture at the request or
direction of any of the holders of debt securities, unless the holders have
offered to the trustee reasonable indemnification. (Section 603 of the
indentures)
If such indemnification is provided, the holders of a majority in principal
amount of outstanding debt securities of any series may, subject to certain
limitations, direct the time, method and place of conducting any proceeding for
any remedy available to the trustee, or exercising any trust or other power
conferred on the trustee. (Section 512 of the indentures)
Each indenture includes a covenant that we will deliver within 120 days
after the end of each fiscal year to the trustee a certificate of no default, or
specifying the nature and status of any default that exists. (Section 1004 of
the indentures)
Street name and other indirect holders should consult their banks and
brokers for information on their requirements for giving notice or taking other
actions upon a default.
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MODIFICATION OF THE INDENTURES
Together with the trustee, we may, when authorized by our board of directors
modify the indentures without the consent of the holders for limited purposes,
including, but not limited to, adding to our covenants or events of default,
establishing forms or terms of debt securities, and curing ambiguities.
(Section 901 of the indentures)
Together with the trustee, we may, when authorized by our board of directors
also make modifications and amendments to each indenture with the consent of the
holders of a majority in principal amount of the outstanding debt securities of
all affected series. However, without the consent of each affected holder, no
modification may:
- change the stated maturity of any debt security;
- reduce the principal, premium (if any), rate of interest or change the
method of computing the amount of principal or interest on any debt
security;
- change any place of payment or the currency in which any debt security or
any premium or interest thereon is payable;
- impair the right to enforce any payment after the stated maturity or
redemption date;
- reduce the percentage of holders of outstanding debt securities of any
series required to consent to any modification, amendment or waiver under
the indentures;
- modify the provisions in the indentures relating to the waiver of past
defaults and the waiver of certain covenants; or
- modify the provisions in the indentures relating to adding provisions or
changing or eliminating provisions of the indenture or modifying rights of
holders of securities under the indenture.
(Section 902 of the indentures)
NOTICES TO HOLDERS
Notice shall be given to holders of securities by mail to the addresses of
the holders as they appear in the Security Register. (Section 106 of the
indentures)
TITLE
We, the trustee, and any agent of ours or the trustee may treat the
registered owner of any registered security as the absolute owner of that
security for all purposes. (Section 308 of the indentures)
REPLACEMENT OF SECURITIES
We will replace debt securities that have been mutilated, but you will have
to pay for the replacement and will have to surrender the mutilated debt
security to the trustee first. Debt securities that become destroyed, stolen, or
lost will only be replaced by us upon your providing evidence of destruction,
loss, or theft that the trustee and we find satisfactory. In the case of a
destroyed, lost, or stolen debt security, we may also require you, as the holder
of the debt security, to indemnify the trustee and us before we will issue any
replacement debt security. (Section 306 of the indentures)
GOVERNING LAW
The indentures and the debt securities will be governed by, and construed
under, the laws of the State of New York.
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OUR RELATIONSHIP WITH THE TRUSTEE
We may from time to time maintain lines of credit, and have other customary
banking relationships, with the trustee under the senior indenture or the
trustee under the subordinated indenture.
COVENANT
LIMITATION ON MERGER, CONSOLIDATION AND TRANSFERS OR CONVEYANCES OF
ASSETS. The following covenant is applicable to both our senior debt securities
and our subordinated debt securities. We may not, without the consent of the
holders of the debt securities, merge into or consolidate with any other
corporation, or convey or transfer all or substantially all of our properties
and assets to another person unless:
- the successor is a U.S. corporation;
- the successor assumes on the same terms and conditions all the obligations
under the debt securities and the indentures; and
- immediately after giving effect to the transaction, there is no default
under the applicable indenture.
(Section 801 of the indentures)
The remaining or acquiring corporation will take over all of our rights and
obligations under the indentures. (Section 802 of the indentures)
2. SENIOR DEBT SECURITIES
The senior debt securities will be unsecured and will rank equally with all
of our other unsecured and non-subordinated debt.
COVENANTS
The restrictive covenants summarized below will apply (unless waived or
amended) so long as any of the senior debt securities are outstanding, unless
the prospectus supplement states otherwise. We have provided at the end of these
covenants definitions of the capitalized words used in discussing the covenants.
LIMITATION ON LIENS
We have agreed not to create, assume or suffer to exist, any mortgages or
other liens upon any Restricted Property to secure any of our Debt or Debt of
any Subsidiary or any other person, or permit any Subsidiary to do so, without
securing the senior debt securities equally and ratably with all other
indebtedness secured by such lien. This covenant has certain exceptions, which
generally permit:
- mortgages and liens existing on property owned by or leased by persons at
the time they become Subsidiaries;
- mortgages and liens existing on property at the time the property was
acquired by us or a Subsidiary, or incurred at, or prior to, the time of
acquisition or construction or within 12 months thereafter to finance the
purchase price, construction, alteration, repair or improvement thereof
and any lien to the extent that it secures Debt which is in excess of such
cost or purchase price and for the payment of which recourse may be had
only against such Restricted Property;
- any mortgages and liens securing Debt of a Subsidiary that the Subsidiary
owes to us or another Subsidiary;
- any mortgages and liens securing industrial development, pollution
control, or similar revenue bonds;
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- with respect to any series of securities, any lien existing on the date of
issuance of such securities;
- any extension, renewal or replacement (or successive extensions, renewals
or replacements) in whole or in part of any Lien referred to above, so
long as the principal amount of Debt so secured at the time of such
extension, renewal or replacement (except that, where an additional
principal amount of Debt is incurred to provide funds for the completion
of a specific project, the additional principal amount, and any related
financing costs, may be secured by the Lien as well) and the Lien is
limited to the same property subject to the Lien so extended, renewed or
replaced (and any improvements on such property); and
- mortgages and liens otherwise prohibited by this covenant, securing Debt
which, together with the aggregate outstanding principal amount of all
other Debt of us and our Subsidiaries owning Restricted Property which
would otherwise be subject to such covenant and the aggregate Value of
certain existing Sale and Leaseback Transactions which would be subject to
the covenant on "Sale and Leaseback Transactions" but for this provision,
does not exceed 10% of Consolidated Net Tangible Assets. (Section 1006 of
the senior indenture)
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
Neither we nor any Subsidiary owning Restricted Property may enter into any
Sale and Leaseback Transaction unless we or such Subsidiary could incur Debt, in
a principal amount at least equal to the Value of such Sale and Leaseback
Transaction, which is secured by liens on the property to be leased without
equally and ratably securing the outstanding senior debt securities without
violating the "Limitation on Liens" covenant discussed above. 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 retirement of indebtedness for the principal amount of any
debt securities or Funded Debt delivered to the Trustee for retirement or
cancellation during the six months immediately following the effective date of
such Sale and Leaseback Transaction. (Section 1007 of the senior indenture)
GENERAL
The covenants described above only restrict our ability to place liens on,
or enter into Sale and Leaseback Transactions in respect of, those manufacturing
facilities in the United States which individually constitute 2% or more of our
Consolidated Net Tangible Assets and which our board of directors believes are
of material importance to our business. We do not currently have any domestic
manufacturing facilities that meet this 2% test. As a result, these covenants do
not currently restrict us from securing indebtedness with any of our physical
facilities or from entering into Sale and Leaseback Transactions with respect to
any of our physical facilities, and if we did so, we would not be required to
similarly secure any senior debt securities issued under the indenture. 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.
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DEFINITIONS
We have summarized below definitions of some of the terms used in the senior
indenture. In the definitions, all references to "us", "we" or "our" mean
Bristol-Myers Squibb Company only. (Section 101 of the senior indenture)
"CONSOLIDATED NET TANGIBLE ASSETS" means the total amount of our assets
after deducting:
- all current liabilities; and
- all goodwill, trade names, 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:
- all obligations represented by notes, bonds, debentures or similar
evidences of indebtedness;
- 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
- 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:
- our Debts or Debt of a Subsidiary owning Restricted Property, maturing by
its terms more than one year after its creation; and
- 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 senior debt
securities.
"RESTRICTED PROPERTY" means:
- 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
- any shares of common 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:
- temporary leases for a term, including renewals at the option of the
lessee, of three years or less;
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- leases between us and a Subsidiary or between Subsidiaries;
- 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
- 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 discussed above.
3. SUBORDINATED DEBT SECURITIES
The subordinated debt securities will be unsecured. The subordinated debt
securities will be subordinate in right of payment to all senior indebtedness.
(Section 1201 of the subordinated indenture)
In addition, claims of our subsidiaries' creditors and preferred
stockholders generally will have priority with respect to the assets and
earnings of the subsidiaries over the claims of our creditors, including holders
of the subordinated debt securities, even though those obligations may not
constitute senior indebtedness. The subordinated debt securities, therefore,
will be effectively subordinated to creditors, including trade creditors, and
preferred stockholders of our subsidiaries.
The subordinated indenture defines "senior indebtedness" to mean the
principal of, premium, if any, and interest on:
- all indebtedness for money borrowed or guaranteed by us other than the
subordinated debt securities, unless the indebtedness expressly states
that it has the same ranks as, or ranks junior to, the subordinated debt
securities; and
- any deferrals, renewals or extensions of any senior indebtedness.
However, the term "senior indebtedness" will not include:
- any of our obligations to our Subsidiaries;
- any liability for Federal, state, local or other taxes owed or owing by
us;
- any accounts payable or other liability to trade creditors, arising in the
ordinary course of business, including guarantees of, or instruments
evidencing, those liabilities;
- any indebtedness, guarantee or obligation of ours which is expressly
subordinate or junior in right of payment in any respect to any other
indebtedness, guarantee or obligation of ours, including any senior
subordinated indebtedness and any subordinated obligations;
- any obligations with respect to any capital stock; or
- any indebtedness incurred in violation of the subordinated indenture.
There is no limitation on our ability to issue additional senior
indebtedness. The senior debt securities constitute senior indebtedness under
the subordinated indenture. The subordinated debt securities will rank equally
with our other subordinated indebtedness.
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Under the subordinated indenture, no payment may be made on the subordinated
debt securities and no purchase, redemption or retirement of any subordinated
debt securities may be made in the event:
- any senior indebtedness is not paid when due; or
- the maturity of any senior indebtedness is accelerated as a result of a
default, unless the default has been cured or waived and the acceleration
has been rescinded or that senior indebtedness has been paid in full.
(Section 1203 of the subordinated indenture)
We may, however, pay the subordinated debt securities without regard to the
above restriction if the representatives of the holders of the applicable senior
indebtedness approve the payment in writing to us and the trustee.
(Section 1203 of the subordinated indenture)
The representatives of the holders of senior indebtedness may notify us and
the trustee in writing of a default, which can result in the acceleration of
that senior indebtedness' maturity without further notice or the expiration of
any grace periods. In this event, we may not pay the subordinated debt
securities for 179 days after receipt of that notice of such default unless the
person who gave such notice gives written notice to the trustee and to us
terminating the period of non-payment, the senior indebtedness is paid in full
or the default that caused such notice is no longer continuing. If the holders
of senior indebtedness or their representatives have not accelerated the
maturity of the senior indebtedness at the end of the 179 day period, we may
resume payments on the subordinated debt securities. Not more than one such
notice may be given in any consecutive 360-day period, irrespective of the
number of defaults with respect to senior indebtedness during that period.
(Section 1203 of the subordinated indenture)
In the event we pay or distribute our assets to creditors upon a total or
partial liquidation or dissolution of us, or in bankruptcy or reorganization
relating to us or our property, the holders of senior indebtedness will be
entitled to receive payment in full of the senior indebtedness before the
holders of subordinated debt securities are entitled to receive any payment of
either principal or interest. Until the senior indebtedness is paid in full, any
payment or distribution to which holders of subordinated debt securities would
be entitled but for the subordination provisions of the subordinated indenture
will be made to holders of the senior indebtedness. (Section 1202 of the
subordinated indenture)
If a distribution is made to holders of subordinated debt securities that,
due to the subordination provisions, should not have been made to them, those
holders of subordinated debt securities are required to hold it in trust for the
holders of senior indebtedness, and pay it over to them as their interests may
appear. (Section 1205 of the subordinated indenture)
If payment of the subordinated debt securities is accelerated because of an
event of default, either we or the trustee will promptly notify the holders of
senior indebtedness or their representatives of the acceleration. We may not pay
the subordinated debt securities until five business days after the holders of
senior indebtedness or their representatives receive notice of the acceleration.
Thereafter, we may pay the subordinated debt securities only if the
subordination provisions of the subordinated indenture otherwise permit payment
at that time. (Section 1204 of the subordinated indenture)
As a result of the subordination provisions contained in the subordinated
indenture, in the event of insolvency, our creditors who are holders of senior
indebtedness may recover more, ratably, than the holders of subordinated debt
securities. In addition, our creditors who are not holders of senior
indebtedness may recover less, ratably, than holders of senior indebtedness and
may recover more, ratably, than the holders of subordinated indebtedness. It is
important to keep this in mind if you decide to hold our subordinated debt
securities.
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DESCRIPTION OF THE PREFERRED STOCK
The following is a description of general terms and provisions of our
preferred stock. The particular terms of any series of preferred stock will be
described in the applicable prospectus supplement.
All the terms of the preferred stock are, or will be, contained in our
Certificate of Incorporation and the certificate of designation relating to each
series of the preferred stock, which will be filed with the SEC at or before the
time we issue a series of the preferred stock.
We are authorized to issue up to 10,000,000 shares of preferred stock, par
value $1.00 per share. As of April 30, 2001, 9,702 shares of $2 convertible
preferred stock, liquidation preference $50 per share, were outstanding. Our $2
convertible preferred stock is listed on the New York Stock Exchange and the
Pacific Exchange, Inc., under the symbol "BMYPR". Subject to limitations
prescribed by law, the board of directors is authorized at any time to:
- issue one or more series of preferred stock;
- determine the designation for any series by number, letter or title that
shall distinguish the series from any other series of preferred stock; and
- determine the number of shares in any series.
The board of directors is authorized to determine, for each series of
preferred stock, and the prospectus supplement will set forth with respect to
the series the following information:
- whether dividends on that series of preferred stock will be cumulative
and, if so, from which date;
- the dividend rate;
- the dividend payment date or dates;
- the liquidation preference per share of that series of preferred stock, if
any;
- any conversion provisions applicable to that series of preferred stock;
- any redemption or sinking fund provisions applicable to that series of
preferred stock;
- the voting rights of that series of preferred stock, if any; and
- the terms of any other preferences or special rights applicable to that
series of preferred stock.
The preferred stock, when issued, will be fully paid and nonassessable.
DIVIDENDS
Holders of preferred stock will be entitled to receive, when, as and if
declared by our board of directors, cash dividends at the rates and on the dates
as set forth in the applicable certificate of designation. Generally, no
dividends will be declared or paid on any series of preferred stock unless full
dividends for all series of preferred stock, including any cumulative dividends
still owing, have been or contemporaneously are declared and paid. When those
dividends are not paid in full, dividends will be declared pro-rata so that the
amount of dividends declared per share on each series of preferred stock will
bear to each other series the same ratio that accrued dividends per share for
each respective series of preferred stock bear to aggregate accrued dividends
for all outstanding shares of preferred stock. In addition, generally, unless
all dividends on the preferred stock have been paid, no dividends will be
declared or paid on the common stock and we may not redeem or purchase any
common stock.
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Payment of dividends on any series of preferred stock may be restricted by
loan agreements, indentures and other transactions we may enter into.
CONVERTIBILITY
No series of preferred stock will be convertible into, or exchangeable for,
other securities or property except as set forth in the applicable certificate
of designation.
REDEMPTION AND SINKING FUND
No series of preferred stock will be redeemable or receive the benefit of a
sinking fund except as set forth in the applicable certificate of designation.
Shares of preferred stock that we redeem or otherwise reacquire will resume
the status of authorized and unissued shares of preferred stock undesignated as
to series, and will be available for subsequent issuance. There are no
restrictions on repurchase or redemption of the preferred stock while there is
any arrearage on sinking fund installments except as may be set forth in the
applicable certificate of designation.
LIQUIDATION
In the event we voluntarily or involuntarily liquidate, dissolve or wind up
our affairs, the holders of each series of preferred stock will be entitled to
receive the liquidation preference per share specified in the prospectus
supplement, plus any accrued and unpaid dividends. Holders of preferred stock
will be entitled to receive these amounts before any distribution is made to the
holders of common stock.
If the amounts payable to preferred stockholders are not paid in full, the
holders of preferred stock will share ratably in any distribution of assets
based upon the aggregate liquidation preference for all outstanding shares for
each series. After the holders of shares of preferred stock are paid in full,
they will have no right or claim to any of our remaining assets.
Neither the par value nor the liquidation preference is indicative of the
price at which the preferred stock will actually trade on or after the date of
issuance.
VOTING
The holders of preferred stock will not be entitled to vote with the holders
of common stock in the election of directors, except as provided in the
certificate of designation with respect to a particular series. However, if and
whenever accrued dividends on the preferred stock have not been paid or declared
and a sum sufficient for the payment thereof set aside, in an amount equivalent
to six quarterly dividends on all shares of all series of preferred stock at the
time outstanding, then the holders of the preferred stock, voting separately as
a class, will be entitled to elect two directors at the next annual or special
meeting of the stockholders. During the time the holders of preferred stock are
entitled to elect two additional directors, they are not entitled to vote with
the holders of common stock in the election of any other directors. If all
accumulated dividends on preferred stock have been paid in full, the holders of
shares of preferred stock will no longer have the right to vote on directors
except as provided for in the applicable certificate of designation, the term of
office of each director so elected will terminate, and the number of our
directors will, without further action, be reduced accordingly.
The vote of the holders of at least two-thirds of the outstanding shares of
preferred stock voting only as a class is required to authorize any amendment to
our Certificate of Incorporation or bylaws which would materially alter any
existing provisions of the preferred stock or which would authorize a class of
preferred stock ranking prior to the outstanding preferred stock as to dividends
or assets.
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In addition, the vote of the holders of at least a majority of the outstanding
shares of preferred stock voting together as a class is required to authorize
any amendment to our Certificate of Incorporation authorizing the issuance of or
any increase in the authorized amount of any class of preferred stock ranking on
a parity with or increasing the number of authorized shares of preferred stock.
NO OTHER RIGHTS
The shares of a series of preferred stock will not have any preemptive
rights, preferences, voting powers or relative, participating, optional or other
special rights except as set forth above or in the prospectus supplement, the
Certificate of Incorporation or certificate of designation or as otherwise
required by law.
TRANSFER AGENT AND REGISTRAR
We will designate the transfer agent for each series of preferred stock in
the prospectus supplement.
DESCRIPTION OF THE DEPOSITARY SHARES
We may, at our option, elect to offer fractional shares of preferred stock,
rather than full shares of preferred stock. If we do, we will issue receipts for
depositary shares, and each of these depositary shares will represent a fraction
of a share of a particular series of preferred stock. Each owner of a depositary
share will be entitled, in proportion to the applicable fractional interest in
shares of preferred stock underlying that depositary share, to all rights and
preferences of the preferred stock underlying that depositary share. Those
rights include dividend, voting, redemption and liquidation rights.
The shares of preferred stock underlying the depositary shares will be
deposited with a depositary under a deposit agreement between us, the depositary
and the holders of the depositary receipts evidencing the depositary shares. The
depositary will be a bank or trust company selected by us. The depositary will
also act as the transfer agent, registrar and dividend disbursing agent for the
depositary shares.
Holders of depositary receipts agree to be bound by the deposit agreement,
which requires holders to take certain actions such as filing proof of residence
and paying certain charges.
The following is a summary of the most important terms of the depositary
shares. The deposit agreement, our Certificate of Incorporation and the
certificate of designation for the applicable series of preferred stock that
are, or will be, filed with the SEC will set forth all of the terms relating to
the depositary shares.
DIVIDENDS
The depositary will distribute all cash dividends or other cash
distributions received relating to the series of preferred stock underlying the
depositary shares, to the record holders of depositary receipts in proportion to
the number of depositary shares owned by those holders on the relevant record
date. The record date for the depositary shares will be the same date as the
record date for the preferred stock.
In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary receipts
that are entitled to receive the distribution. However, if the depositary
determines that it is not feasible to make the distribution, the depositary may,
with our approval, adopt another method for the distribution. The method may
include selling the property and distributing the net proceeds to the holders.
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LIQUIDATION PREFERENCE
In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of each depositary share will be entitled to receive the
fraction of the liquidation preference accorded each share of the applicable
series of preferred stock, as set forth in the applicable prospectus supplement.
REDEMPTION
If a series of preferred stock underlying the depositary shares is subject
to redemption, the depositary shares will be redeemed from the proceeds received
by the depositary resulting from the redemption, in whole or in part, of
preferred stock held by the depositary. Whenever we redeem any preferred stock
held by the depositary, the depositary will redeem, as of the same redemption
date, the number of depositary shares representing the preferred stock so
redeemed. The depositary will mail the notice of redemption to the record
holders of the depositary receipts promptly upon receiving the notice from us
and not less than 35 nor more than 60 days prior to the date fixed for
redemption of the preferred stock and the depositary shares. The redemption
price per depositary share will be equal to the applicable fraction of the
redemption price payable per share for the applicable series of preferred stock.
If fewer than all the depositary shares are redeemed, the depositary shares will
be selected by lot or ratably as the depositary will decide.
VOTING
Upon receipt of notice of any meeting at which the holders of preferred
stock are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary receipts
representing the preferred stock. Each record holder of those depositary
receipts on the record date will be entitled to instruct the depositary as to
the exercise of the voting rights pertaining to the amount of preferred stock
underlying that holder's depositary shares. The record date for the depositary
shares will be the same date as the record date for the preferred stock. The
depositary will try, as far as practicable, to vote the preferred stock
underlying the depositary shares in a manner consistent with the instructions of
the holders of the depositary receipts. We will agree to take all action which
may be deemed necessary by the depositary in order to enable the depositary to
do so. The depositary will not vote the preferred stock to the extent that it
does not receive specific instructions from the holders of depositary receipts.
WITHDRAWAL OF PREFERRED STOCK
Owners of depositary shares are entitled, upon surrender of depositary
receipts at the principal office of the depositary and payment of any unpaid
amount due the depositary, to receive the number of whole shares of preferred
stock underlying the depositary shares. Partial shares of preferred stock will
not be issued. These holders of preferred stock will not be entitled to deposit
the shares under the deposit agreement or to receive depositary receipts
evidencing depositary shares for the preferred stock.
AMENDMENT AND TERMINATION OF DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended at any time and from time to
time by agreement between us and the depositary. However, any amendment which
materially and adversely alters the rights of the holders of depositary shares,
other than any change in fees, will not be effective unless the amendment has
been approved by at least a majority of the depositary shares then outstanding.
The deposit agreement automatically terminates if:
- all outstanding depositary shares have been redeemed; or
- there has been a final distribution relating to the preferred stock in
connection with our dissolution, and that distribution has been made to
all the holders of depositary shares.
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CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will also pay
charges of the depositary in connection with the initial deposit of the
preferred stock and the initial issuance of the depositary shares, any
redemption of the preferred stock and all withdrawals of preferred stock by
owners of depositary shares. Holders of depositary receipts will pay transfer,
income and other taxes and governmental charges and certain other charges as
provided in the deposit agreement. In certain circumstances, the depositary may
refuse to transfer depositary shares, withhold dividends and distributions, and
sell the depositary shares evidenced by the depositary receipt, if the charges
are not paid.
REPORTS TO HOLDERS
The depositary will forward to the holders of depositary receipts all
reports and communications we deliver to the depositary that we are required to
furnish to the holders of the preferred stock. In addition, the depositary will
make available for inspection by holders of depositary receipts at the principal
office of the depositary--and at other places as it thinks is advisable--any
reports and communications we deliver to the depositary as the holder of
preferred stock.
LIABILITY AND LEGAL PROCEEDINGS
Neither we nor the depositary will be liable if either of us is prevented or
delayed by law or any circumstance beyond our control in performing our
obligations under the deposit agreement. Our obligations and those of the
depositary will be limited to performance in good faith of our duties under the
deposit agreement. Neither we nor the depositary will be obligated to prosecute
or defend any legal proceeding in respect of any depositary shares or preferred
stock unless satisfactory indemnity is furnished. We and the depositary may rely
on written advice of counsel or accountants, on information provided by holders
of depositary receipts or other persons believed in good faith to be competent
to give such information and on documents believed to be genuine and to have
been signed or presented by the proper persons.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering a notice to us of its
election to do so. We may also remove the depositary at any time. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of such appointment. The successor depositary must
be appointed within 60 days after delivery of the notice for resignation or
removal. In addition, the successor depositary must be a bank or trust company
having its principal office in the United States of America and must have a
combined capital and surplus of at least $150,000,000.
FEDERAL INCOME TAX CONSEQUENCES
Owners of the depositary shares will be treated for Federal income tax
purposes as if they were owners of the preferred stock underlying the depositary
shares. Accordingly, the owners will be entitled to take into account for
Federal income tax purposes income and deductions to which they would be
entitled if they were holders of the preferred stock. In addition:
- no gain or loss will be recognized for Federal income tax purposes upon
the withdrawal of preferred stock in exchange for depositary shares;
- the tax basis of each share of preferred stock to an exchanging owner of
depositary shares will, upon the exchange, be the same as the aggregate
tax basis of the depositary shares exchanged; and
- the holding period for preferred stock in the hands of an exchanging owner
of depositary shares will include the period during which the person owned
the depositary shares.
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DESCRIPTION OF THE COMMON STOCK
As of the date of this prospectus, we are authorized to issue up to
4,500,000,000 shares of common stock, $0.10 par value per share. As of
April 30, 2001, 1,943,469,546 shares of common stock were outstanding. The
common stock is listed on the New York Stock Exchange and the Pacific
Exchange, Inc., under the symbol "BMY".
DIVIDENDS
Holders of common stock are entitled to receive dividends out of any assets
legally available for payment of dividends as may from time to time be declared
by our Board of Directors, subject to the rights of the holders of the preferred
stock.
VOTING
Each holder of common stock is entitled to one vote per share on all matters
requiring a vote of the stockholders, including, without limitation, the
election of directors. The holders of common stock do not have cumulative voting
rights.
RIGHTS UPON LIQUIDATION
In the event of our voluntary or involuntary liquidation, dissolution, or
winding up, the holders of common stock will be entitled to share equally in our
assets available for distribution after payment in full of all debts and after
the holders of preferred stock have received their liquidation preferences in
full.
BOARD OF DIRECTORS
Our bylaws provide that our board of directors shall be divided into three
classes each consisting of an equal, or as nearly equal as possible, number of
directors. Each class will be elected for a three-year term, and the term of
each class will expire in succeeding years. It will, therefore, require
elections in three consecutive years to reelect or to replace our entire board
of directors. At any meeting of our board of directors, a majority of the total
number of the directors constitutes a quorum.
SUPERMAJORITY VOTE FOR BUSINESS COMBINATIONS
Our Certificate of Incorporation also provides that a number of business
combinations must be approved by an affirmative vote of the holders of 75% of
the then-outstanding shares of our capital stock entitled to vote generally in
the election of directors, voting together as a single class. A vote of approval
is required for any of the following business combinations to which an
interested stockholder beneficially owning more than ten percent of the voting
stock or any of its affiliates is a party:
- mergers or consolidations;
- sales, leases, exchanges, mortgages, pledges, transfers or other
dispositions of property in excess of $25,000,000 aggregate fair market
value;
- any issuance or transfer of securities of us or one of our subsidiaries
having an aggregate fair market value of $25,000,000 or more;
- any plan or proposal for liquidation or dissolution; and
- reclassifications of securities or recapitalization of the Company.
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The 75% vote of approval is not required if:
- the business combination is approved by a majority of directors not
affiliated with any interested stockholder;
- or the consideration received for their interest in the Company reflects a
fair value for their interest in the Company, which is determined by a
formula described in the certificate of incorporation; and
- certain other requirements are met, including maintenance of dividends
during the business combination and the furnishing of information about
the business combination to our stockholders.
MISCELLANEOUS
Shares of common stock are not redeemable and have no subscription,
conversion or preemptive rights.
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DESCRIPTION OF THE WARRANTS
We may issue warrants for the purchase of debt securities, preferred stock
or common stock. Warrants may be issued independently or together with our debt
securities, preferred stock or common stock and may be attached to or separate
from any offered securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between us and a bank or trust
company, as warrant agent. The warrant agent will act solely as our agent in
connection with the warrants and will not have any obligation or relationship of
agency or trust for or with any holders or beneficial owners of warrants. A copy
of the warrant agreement will be filed with the SEC in connection with any
offering of warrants.
The prospectus supplement relating to a particular issue of warrants to
issue debt securities, preferred stock or common stock will describe the terms
of those warrants, including the following:
- the title of the warrants;
- the offering price for the warrants, if any;
- the aggregate number of the warrants;
- the designation and terms of the debt securities, preferred stock or
common stock that may be purchased upon exercise of the warrants;
- if applicable, the designation and terms of the securities that the
warrants are issued with and the number of warrants issued with each
security;
- if applicable, the date from and after which the warrants and any
securities issued with them will be separately transferable;
- the principal amount of debt securities that may be purchased upon
exercise of a warrant and the price at which the debt securities may be
purchased upon exercise;
- the number of shares of preferred stock or common stock that may be
purchased upon exercise of a warrant and the price at which the shares may
be purchased upon exercise;
- the dates on which the right to exercise the warrants will commence and
expire;
- if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time;
- whether the warrants represented by the warrant certificates or debt
securities that may be issued upon exercise of the warrants will be issued
in registered or bearer form;
- information relating to book-entry procedures, if any;
- the currency or currency units in which the offering price, if any, and
the exercise price are payable;
- if applicable, a discussion of material United States federal income tax
considerations;
- anti-dilution provisions of the warrants, if any;
- redemption or call provisions, if any, applicable to the warrants;
- any additional terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants; and
- any other information we think is important about the warrants.
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PLAN OF DISTRIBUTION
We may sell the securities:
- through underwriters or dealers;
- through agents; or
- directly to purchasers.
We will describe in a prospectus supplement, the particular terms of the
offering of the securities, including the following:
- the names of any underwriters;
- the purchase price and the proceeds we will receive from the sale;
- any underwriting discounts and other items constituting underwriters'
compensation;
- any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers;
- any securities exchanges on which the securities of the series may be
listed; and
- any other information we think is important.
If we use underwriters in the sale, such underwriters will acquire the
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 securities may be either offered to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a
syndicate. 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.
We may sell offered securities through agents designated by us. Any agent
involved in the offer or sale of the securities for which this prospectus is
delivered will be named, and any commissions payable by us to that agent will be
set forth, in the prospectus supplement. 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.
We also may sell offered securities directly. In this case, no underwriters
or agents would be involved.
Underwriters, dealers and agents that participate in the distribution of the
offered securities may be underwriters as defined in the Securities 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 Securities Act. We will identify any underwriters or
agents, and describe their compensation, in a prospectus supplement.
Certain of any such underwriters and agents, including their associates, may
be customers of, engage in transactions with and perform services for us and our
subsidiaries in the ordinary course of business. One or more of our affiliates
may from time to time act as an agent or underwriter in connection with the sale
of the securities to the extent permitted by applicable law. The participation
of any such affiliate in the offer and sale of the securities will comply with
Rule 2720 of the Conduct Rules of the National Association of Securities
Dealers, Inc. regarding the offer and sale of securities of an affiliate.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to
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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.
We may authorize agents or underwriters to solicit offers by certain types
of institutions to purchase securities from us at the public offering price set
forth in the prospectus supplement pursuant to delayed delivery contracts. These
contracts will provide for payment and delivery on a specified date in the
future. The conditions to these contracts and the commissions payable for
solicitation of such contracts will be set forth in the applicable prospectus
supplement.
In order to facilitate the offering of the securities, any underwriters or
agents, as the case may be, involved in the offering of such securities may
engage in transactions that stabilize, maintain or otherwise affect the price of
such securities or any other securities the prices of which may be used to
determine payments on such securities. Specifically, the underwriters or agents,
as the case may be, may overallot in connection with the offering, creating a
short position in such securities for their own account. In addition, to cover
overallotments or to stabilize the price of such securities or any such other
securities, the underwriters or agents, as the case may be, may bid for, and
purchase, such securities or any such other securities in the open market.
Finally, in any offering of such securities through a syndicate of underwriters,
the underwriting syndicate may reclaim selling concessions allotted to an
underwriter or a dealer for distributing such securities in the offering if the
syndicate repurchases previously distributed securities in transactions to cover
syndicate short positions, in stabilization transaction or otherwise. Any of
these activities may stabilize or maintain the market price of the securities
above independent market levels. The underwriters or agents, as the case may be,
are not required to engage in these activities, and may end any of these
activities at any time.
Some or all of the securities may be new issues of securities with no
established trading market. Any underwriter to which securities are sold by us
for public offering and sale may make a market in such securities, but will not
be obligated to do so, and may discontinue any market making at any time without
notice. We cannot and will not give any assurances as to the liquidity of the
trading market for any of our securities.
LEGAL OPINION
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 financial statements incorporated in this prospectus by reference to the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
With respect to the unaudited financial information of the Company for the
three month periods ended March 31, 2001 and 2000, incorporated by reference in
this prospectus, PricewaterhouseCoopers LLP reported that they have applied
limited procedures in accordance with professional standards for a review of
such information. However, their separate report dated April 25, 2001,
incorporated by reference herein, states that they did not audit and they do not
express an opinion on that unaudited financial information. Accordingly, the
degree of reliance on their report on such information should be restricted in
light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of
Section 11 of the Securities Act of 1933 for their report on the unaudited
financial information because that report is not a "report" or a "part" of the
registration statement prepared or certified by PricewaterhouseCoopers LLP
within the meaning of Sections 7 and 11 of the Act.
25
<Page>
PRINCIPAL OFFICE OF BRISTOL-MYERS SQUIBB COMPANY
345 Park Avenue
New York, New York 10154
TRUSTEE AND REGISTRAR
The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001
LUXEMBOURG PAYING AGENT, TRANSFER AGENT AND LISTING AGENT
Chase Manhattan Bank Luxembourg S.A.
5, Rue Plaetis
L-2338 Luxembourg
LEGAL ADVISORS TO THE UNDERWRITERS
AS TO UNITED STATES LAW:
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
LEGAL ADVISORS TO BRISTOL-MYERS SQUIBB COMPANY
AS TO UNITED STATES LAW:
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
INDEPENDENT ACCOUNTANTS TO BRISTOL-MYERS SQUIBB COMPANY
PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, New York 10019
<Page>
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No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information or representations. This prospectus is an offer to
sell only the notes offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
------------------
TABLE OF CONTENTS
Prospectus Supplement
<Table>
<Caption>
Page
--------
Forward-Looking Statements..................... S-3
Summary of the Offering........................ S-5
Bristol-Myers Squibb........................... S-6
Recent Developments............................ S-6
Capitalization................................. S-7
Ratio of Earnings to Fixed Charges............. S-8
Use of Proceeds................................ S-8
Selected Consolidated Pro Forma
Financial Information......................... S-9
Selected Consolidated Historical
Financial Information......................... S-11
Management..................................... S-12
Description of Notes........................... S-14
Book-Entry Issuance............................ S-20
United States Tax Considerations............... S-24
Underwriting................................... S-27
Legal Opinions................................. S-29
Experts........................................ S-30
Where You Can Find More Information--Documents
Incorporated by Reference..................... S-30
Listing and General Information................ S-31
Prospectus
About This Prospectus.......................... 3
Forward-Looking Statements..................... 3
Where You Can Find More Information............ 3
Description of the Company..................... 4
Use of Proceeds................................ 4
Ratios of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges and
Preferred Stock Dividends..................... 4
Description of the Debt Securities............. 5
Description of the Preferred Stock............. 16
Description of the Depositary Shares........... 18
Description of the Common Stock................ 21
Description of the Warrants.................... 23
Plan of Distribution........................... 24
Legal Opinion.................................. 25
Experts........................................ 25
</Table>
$5,000,000,000
[BRISTOL-MYERS SQUIBB COMPANY LOGO]
$2,500,000,000
4.75% Notes due 2006
$2,500,000,000
5.75% Notes due 2011
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PROSPECTUS SUPPLEMENT
------------------
JOINT BOOK-RUNNING MANAGERS
GOLDMAN, SACHS & CO.
JPMORGAN
-------------
SALOMON SMITH BARNEY
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ABN AMRO INCORPORATED
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANC ALEX. BROWN
BANCA MONTE DEI PASCHI DI SIENA S.P.A.
BMO NESBITT BURNS
BNP PARIBAS
BNY CAPITAL MARKETS, INC.
BSCH
THE ROYAL BANK OF SCOTLAND
TOKYO-MITSUBISHI INTERNATIONAL PLC
WACHOVIA SECURITIES, INC.
THE WILLIAMS CAPITAL GROUP, L.P.
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