Obligation Bristol Myers Squibb 0% ( US110122AN86 ) en USD

Bristol Myers Squibb

199.625 % ⇌

Etas-Unis

US110122AN86 ( en USD )

15/09/2023 - Obligation échue

Prospectus brochure de l'obligation Bristol Myers Squibb US110122AN86 en USD 0%, échue

1 000 USD

1 200 000 000 USD

110122AN8

A+ ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

L'Obligation émise par Bristol Myers Squibb ( Etas-Unis ) , en USD, avec le code ISIN US110122AN86, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/09/2023

L'Obligation émise par Bristol Myers Squibb ( Etas-Unis ) , en USD, avec le code ISIN US110122AN86, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Bristol Myers Squibb ( Etas-Unis ) , en USD, avec le code ISIN US110122AN86, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 a2139555z424b3.htm 424 B3
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Filed pursuant to Rule 424(b)(3)
Registration No. 333-114107
PROSPECTUS
$1,200,000,000

Floating Rate Convertible Senior Debentures Due 2023
We issued, on October 1, 2003, the Floating Rate Convertible Senior Debentures due 2023 in a private placement. This
prospectus will be used by the selling security holders to resell their debentures and the common stock issuable upon conversion of
their debentures.
We will pay interest on the debentures on March 15, June 15, September 15 and December 15 of each year, beginning
December 15, 2003, at an annual rate equal to 3-month LIBOR, reset quarterly, minus 0.50%, except that we will pay interest for
the initial interest period at an annual rate of 0.64% and we will never pay interest at a rate less than 0%.
The holders may at any time prior to maturity convert the debentures into shares of our common stock at a conversion rate that
will vary until September 15, 2008 depending on the applicable stock price. The minimum conversion rate is 24.2248 shares per
$1,000 principal amount of debentures and the maximum conversion rate is 38.7597 shares per $1,000 principal amount of
debentures. For more detail see "Description of Debentures--Conversion rights".
On June 25, 2004, the last reported sale price for our common stock on the New York Stock Exchange was $24.55 per share.
Our common stock is listed under the symbol "BMY".
We may redeem for cash all or a portion of the debentures, at a price equal to 100% of the principal amount plus accrued and
unpaid interest and liquidated damages, if any, to, but excluding, the date of redemption, at any time on or after September 21, 2008.
Holders may require us to purchase for cash all or a portion of their debentures, at a price equal to 100% of the principal
amount plus accrued and unpaid interest and liquidated damages, if any, to, but excluding, the date of purchase, on September 15,
2008, 2013 or 2018, or if any fundamental change defined in this prospectus occurs.
The debentures will be evidenced by one or more global securities deposited with a custodian for and registered in the name of
a nominee of The Depository Trust Company. Except as described in this prospectus, beneficial interests in the global securities will
be shown on, and transfers thereof will be effected only through, records maintained by The Depository Trust Company and its
direct and indirect participants.
We do not intend to apply for listing of the debentures on any securities exchange or for inclusion of the debentures in any
automated quotation system. The debentures are currently eligible for trading in The Portalsm Market of the National Association of
Securities Dealers, Inc.
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We have agreed pursuant to a registration rights agreement to file a shelf registration statement permitting the registered resale
of the debentures and the common stock issuable upon conversion of the debentures. If we fail to comply with specified obligations
under the registration rights agreement, we must pay liquidated damages on the debentures. See "Description of Debentures--
Registration rights".
INVESTING IN THE DEBENTURES OR THE COMMON STOCK ISSUABLE UPON THEIR CONVERSION INVOLVES
A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5.
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.
Date of this prospectus is July 1, 2004
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TABLE OF CONTENTS
Page

PROSPECTUS SUMMARY

1
RISK FACTORS

5
THE COMPANY

9
USE OF PROCEEDS

10
DESCRIPTION OF DEBENTURES

11
DESCRIPTION OF COMMON STOCK

27
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

28
SELLING SECURITY HOLDERS

31
PLAN OF DISTRIBUTION

35
LEGAL MATTERS

36
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

36
NOTE REGARDING FORWARD-LOOKING STATEMENTS

37
WHERE YOU CAN FIND MORE INFORMATION

39
CERTAIN DOCUMENTS INCORPORATED BY REFERENCE

39
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PROSPECTUS SUMMARY
The items in the following summary are described in more detail later in this prospectus and in the documents incorporated by
reference. This summary provides an overview of selected information and does not contain all the information you should consider.
Therefore, you should also read the entire prospectus, the more detailed information set out or incorporated by reference into this
prospectus before making an investment.
Unless the context otherwise requires, in this prospectus, the "Company", "Bristol-Myers Squibb", "we", "us" and "our" refer
to Bristol-Myers Squibb Company and its subsidiaries.
Issuer

Bristol-Myers Squibb Company.
Debentures

$1,200,000,000 aggregate principal amount of the Floating
Rate Convertible Senior Debentures due 2023.
Offering Price

Market price; the price at the initial offering was 100% of
the principal amount of each debenture plus accrued interest,
if any, from October 1, 2003. The principal amount per
debenture is $1,000.
Maturity

September 15, 2023.
Ranking

The debentures are our senior unsecured obligations and
rank equally in right of payment with all of our existing and
future senior and unsecured indebtedness and senior to all
our subordinated debt. The debentures effectively rank junior
to any of our secured debt. In addition, the debentures are
structurally subordinated to all liabilities of our subsidiaries,
including trade payables.

As of May 31, 2004, the aggregate amount of outstanding
Company debt was $10.1 billion. As of the same date, the
amount of such outstanding Company debt that was senior
and unsecured was $10.1 billion, the amount of such
outstanding issuer debt that was secured was immaterial and
the amount of such outstanding Company debt that was debt
of the Company's subsidiaries having claims against such
subsidiaries' assets superior to any such claims of the
debentures was $278 million.
Interest

The debentures will bear interest at an annual rate equal to 3-
month LIBOR, reset quarterly, minus 0.50%, except that
interest for any period will never be less than 0% and interest
for the initial interest period to but excluding December 15,
2003 will be 0.64%. Interest will be payable quarterly in
arrears on March 15, June 15, September 15 and December
15 of each year, each an "interest payment date", beginning
December 15, 2003.
Conversion Rights and Conversion
The holders may at any time prior to maturity convert the
Rate
debentures into shares of our common stock at a conversion
rate per $1,000 principal amount of debentures determined
as follows:

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For any conversion prior to September 15, 2008:

·
if the applicable stock price is less than or equal to the
base conversion price, the conversion rate will be the
base conversion rate; and

·
if the applicable stock price is greater than the base
conversion price, the conversion rate will be
determined in accordance with the following formula:
Base Conversion Rate + [(Applicable Stock Price-Base Conversion Price) × Incremental Share
Factor]
Applicable Stock Price

except that the conversion rate will not exceed the maximum
conversion rate described below.

For any conversion on or after September 15, 2008, the
conversion rate will be fixed at the conversion rate
determined as set forth above assuming a conversion date
that is eight trading days prior to September 15, 2008, which
we refer to as the fixed conversion rate.

For purposes of the foregoing:

·
"applicable stock price" is equal to the average of the
closing sale prices of our common stock over the five
trading day period starting the third trading day
following the conversion date of the debentures;

·
"base conversion rate" is 24.2248;

·
"base conversion price" is a dollar amount (initially
$41.28) equal to $1,000 (the principal amount per
debenture) divided by the base conversion rate;

·
"incremental share factor" is 15; and

·
"maximum conversion rate" is 38.7597.

The conversion rate and the numbers that go into its
calculation are subject to adjustment as described under
"Description of Debentures--Conversion rate adjustments".
Redemption of Debentures at Our

At any time on or after September 21, 2008, we may redeem
Option
for cash all or a portion of the debentures, at a price equal to
100% of the principal amount plus accrued and unpaid
interest and liquidated damages, if any, to, but excluding, the
date of redemption. Holders may convert their debentures
after they are called for redemption at any time prior to the
close of business on the business day immediately preceding
the redemption date. See "Description of Debentures--
Redemption of debentures at our option".
Purchase of Debentures by Us at the
Holders may require us to purchase for cash all or a portion
Option of the Holder on Specified
of their debentures, at a price equal to 100% of the principal
Dates
amount plus accrued and unpaid interest and liquidated
damages, if any, to, but excluding, the date of purchase, on
September 15, 2008, 2013 or 2018. See "Description of
Debentures--Purchase of debentures by us at the option of
the holder".

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Purchase of Debentures by Us at the
Holders may require us to purchase for cash all or a portion
Option of the Holder Upon a
of their debentures on a purchase date specified by us within
Fundamental Change
35 business days following a fundamental change, at a price
equal to 100% of the principal amount plus accrued and
unpaid interest and liquidated damages, if any, to, but
excluding, the date of purchase, if any fundamental change
occurs.

A "fundamental change" is deemed to have occurred at such
time as:

·
any person, including its affiliates and associates, other
than Bristol-Myers Squibb, its subsidiaries or their
employee benefit plans, files a Schedule 13D or 14D-1
(or any successor schedule, form or report under the
Exchange Act) disclosing that such person has become
the beneficial owner of 50% or more of the voting
power of our common stock or other capital stock into
which the common stock is reclassified or changed,
with some exceptions; or

·
any transaction or event is consummated in connection
with which all or substantially all of our common
stock is exchanged for, converted into, acquired for or
constitutes solely the right to receive consideration that
is not all or substantially all common stock that: (i) is
listed on, or immediately after the transaction or event
will be listed on, a United States national securities
exchange; or (ii) is approved, or immediately after the
transaction or event will be approved, for quotation on
the NASDAQ National Market or any similar United
States system of automated dissemination of
quotations of securities prices.

A fundamental change will not be deemed to have occurred
in respect of the foregoing, however, if the last reported sale
price of our common stock for any five trading days within
the ten consecutive trading days ending immediately before
the later of the fundamental change or public announcement
thereof equals or exceeds 105% of the conversion price of
the debentures immediately before the fundamental change
or the public announcement thereof.
Sinking Fund

None.
Registration Rights

We are obligated to use reasonable best efforts to cause the
shelf registration statement to be declared effective by the
SEC as soon as possible and, in any event, within 90 days of
the filing, and to use reasonable best efforts to keep the shelf
registration statement effective until the earlier of:

·
the sale pursuant to Rule 144 under the Securities Act
or the shelf registration statement of all the securities
registered thereunder; and

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·
the expiration of the Rule 144(k) holding period
applicable to such securities held by persons that are
not our affiliates.

If we fail to comply with some obligations under the
registration rights agreement, we will pay liquidated
damages to the holders of the debentures. See "Description
of Debentures--Registration rights".
DTC Eligibility

The debentures will be issued in book entry form and will be
represented by two or more permanent global certificates
deposited with a custodian for, and registered in the name of
a nominee of, The Depository Trust Company, or DTC, in
New York, New York. Beneficial interests in any such
securities will be shown on, and transfers will be effected
only through, records maintained by DTC and its direct and
indirect participants. Any such interest may not be
exchanged for certificated securities, except in limited
circumstances. See "Description of Debentures--Book entry
system".
Trading of Debentures

The debentures are expected to be eligible for trading in The
PORTALsm Market of the National Association of Securities
Dealers, Inc.
Use of Proceeds

We will not receive any proceeds from the sale of the
debentures or the underlying common stock by the selling
security holders.
NYSE Symbol of Bristol-Myers

Common Stock
"BMY"
Ratings

As of the date of the Prospectus, Standard & Poor's Rating
Group has given the notes a debt rating of "AA", with a
negative outlook, and Moody's Investors Service has given
the notes a debt rating of "A1", with a negative outlook.
Year Ended December 31,

Restated
Restated
Restated
Restated
Q1 2004
2003

2002

2001

2000

1999
Ratio of Earnings to Fixed Charges(1)

18.02
13.91
7.54
10.64
36.48
28.11
(1)
We compute the ratio of earnings to fixed charges by dividing earnings by fixed charges. "Earnings" consists of income
from continuing operations before provision for minority interests and income taxes, one-third of rents (deemed by the
Company to be a reasonable approximation of the interest factor of such rental expense), interest and debt expense, net of
amounts capitalized and amortized. "Fixed Charges" consists of one-third of rents, interest and debt expense and capitalized
interest.
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RISK FACTORS
Risks Related to the Company
Over the next several years, we expect significant declines in net sales of some of our products which have lost or will lose
market exclusivity protection.
We cannot assure you that expected declines in net sales of our products which have lost or will lose market exclusivity
protection and the corresponding increased competition from the sale of generic pharmaceutical products will not be material to our
results of operations and cash flows.
We have estimated declines in net sales for 2004 in the range of $1.2 to $1.3 billion from the 2003 levels for products, which
have lost or will lose exclusivity protections in 2003 or 2004, specifically the metformin franchise (GLUCOPHAGE*/
GLUCOVANCE*) in the United States, TAXOL® in Europe, MONOPRIL in the United States and Canada, Pravastatin in certain
countries in Europe, PARAPLATIN in the United States and SERZONE in the United States.
Substantial incremental exclusivity losses are expected in each of 2005 to 2007 representing continuing declines in sales of the
products described above for 2003 and 2004, and additional declines attributable to loss of exclusivity protection primarily for
PRAVACHOL in the United States (2006), MONOPRIL in Europe (2001-2008), ZERIT in Europe (2007-2011), CEFZIL (U.S.
2005; EU 2004-2009) and VIDEX/VIDEX EC (2004-2009--license on patent expiring in 2007 became non-exclusive in 2001
though not other licenses have yet been granted). Information on the dates of loss of exclusivity protection and sales for the most
recent year for our major products is set forth in Item 1. Business of its Form 10-K Annual Report for 2003, and interim sales
information is included in the Company's Form 10-Q Quarterly Report for the period ended March 31, 2004. The timing and
amounts of sales reductions from exclusivity losses, their realization in particular periods and the eventual levels of remaining sales
revenues are uncertain and dependent on the levels of sales at the time exclusivity protection ends, the timing and degree of
development of generic competition (speed of approvals, market entry and impact) and other factors.
PRAVACHOL, a cholesterol-reducing HMG CoA reductase inhibitor (statin), was the Company's largest product ranked by
net sales in 2003 ($2.8 billion). While the product has begun to lose exclusivity in some markets, between now and its anticipated
loss of U.S. exclusivity in 2006, its expected rate of decline in market share could be accelerated by the recently reported results of
clinical studies. PRAVACHOL has been the subject of numerous clinical trials that have demonstrated that PRAVACHOL, when
combined with a hearthealthy diet and exercise, reduces the risk of first heart attack in patients with elevated cholesterol and no
clinical evidence of coronary heart disease and also reduces the risk of a subsequent cardiovascular event in patients with normal to
moderately elevated cholesterol and clinical evidence of coronary heart disease. A recent clinical study sponsored by a competitor
found that treatment with the competitor's statin resulted in no progression of atherosclerotic disease compared to treatment with
PRAVACHOL which showed some progression, as demonstrated intravascular ultrasound. Another recent study sponsored by the
Company found that acute coronary syndrome patients treated within ten days of their event benefited more from intensive statin
therapy with a competitor's product than from standard statin therapy with PRAVACHOL in the reduction of the risk of later major
cardiovascular events. Since the release of the most recent of these studies in early March 2004, PRAVACHOL has experienced a
modest decline in U.S. prescription market share, consistent with market share declines for PRAVACHOL in recent prior periods
during which there was growth in sales of competitive products including a new product launch.
We also expect to have growth opportunities over the next several years. The opportunities include expected growth from in-
line, recently launched and potential new products. Expectations of continued sales growth are subject to the outcome of the
previously disclosed PLAVIX* patent litigation, and risks of product development and regulatory approval.
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Net sales of PLAVIX* were approximately $2.5 billion in 2003 and are expected to grow substantially over the next several
years. The Company anticipates that this revenue growth will be an important factor in offsetting expected decreases in sales of the
Company's other products that recently have or will experience exclusivity losses during this period. Our U.S. territory partnership
under our alliance with Sanofi-Synthelabo is a plaintiff in two pending patent infringement lawsuits related to the composition of
matter patent for PLAVIX* (clopidogrel), which expires in 2011, based on the defendants seeking FDA approval to sell generic
clopidogrel prior to the expiration of the composition of matter patent. If the composition of matter patent is found not infringed,
invalid and/or unenforceable at the district court level, the FDA could then approve the defendants' sale of generic clopidogrel, and
generic competition for PLAVIX* could begin, before we have exhausted our appeals. Such generic competition would likely result
in substantial decreases in the sales of PLAVIX* in the United States. Although the plaintiffs intend to vigorously pursue
enforcement of their patent rights in PLAVIX*, it is not possible at this time reasonably to assess the outcome of these lawsuits, or,
if the Company were not to prevail in these lawsuits, the timing of potential generic competition for PLAVIX*. However, if such
generic competition were to occur, the Company believes it is very unlikely to occur before sometime in the year 2005. It also is not
possible reasonably to estimate the impact of these lawsuits on the Company. However, loss of market exclusivity of PLAVIX* and
the subsequent development of generic competition would be material to the Company's sales of PLAVIX* and results of operations
and cash flows and could be material to its financial condition and liquidity.
Lawsuits, claims, proceedings and investigations pending against us and certain of our subsidiaries are reasonably likely to
be material to our results of operations and cash flows.
We and our subsidiaries are the subject of a number of significant pending lawsuits, claims, proceedings and investigations.
These matters involve securities, patent infringement, the Employee Retirement Income Security Act of 1974, as amended (ERISA),
pricing, sales and marketing practices, antitrust, environmental, health and safety matters, product liability and insurance coverage.
It is not possible at this time to reasonably assess the final outcome of these matters. There can be no assurance that there will not be
an increase in the scope of any pending lawsuits, claims, proceedings and investigations or that any future lawsuits, claims,
proceedings or investigations will not be material.
We continue to believe, as previously disclosed, that during the next few years, the aggregate impact, beyond current reserves,
of these and other legal matters affecting us is reasonably likely to be material to our results of operations and cash flows, and may
be material to our financial condition and liquidity.
Risks Related to the Debentures
No public market exists for the debentures, and the resale of the debentures is subject to significant restrictions as well as
uncertainties regarding the existence of any trading market for the debentures.
The debentures are a new issue of securities for which there is currently no public market. We do not intend to list the
debentures on any national securities exchange or automated quotation system. In addition, both the liquidity and the market price
quoted for the notes may be adversely affected by changes in the overall market for securities and by changes in our financial
performance or prospects, or in the prospects for the companies in our industry generally. We cannot assure you that an active or
sustained trading market for the debentures will develop or continue for the debentures or that the holders will be able to sell their
debentures. Although the initial purchasers informed us that they intended to make a market in the debentures after the initial private
placement offering was completed, the initial purchasers are not required to make a market and may cease their market making at
any time and without notice.
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Moreover, even if a market does develop for the notes, they may trade at a price above or below either their purchase price or
their face value. Future trading prices of the debentures will depend on many factors, including, among other things, prevailing
interest rates, our operating results, the price of our common stock and the market for similar securities. Additionally, it is possible
that the market for the debentures will be subject to disruptions which may have a negative effect on the value of the debentures,
regardless of our prospects or financial performance.
Under the registration rights agreement applicable to the debentures, we are required to file, and to use reasonable best efforts
to have declared effective, a shelf registration statement registering the debentures and our common stock issuable upon the
conversion of the debentures and to keep the shelf registration statement continuously effective. However, we cannot assure you that
we will be successful in having that registration statement declared effective. In addition, the registration rights agreement permits
us to suspend use of that shelf registration statement from time to time. Any such suspension could delay a proposed sale of
debentures and/or common stock, which could have an adverse impact on such a proposed sale.
The yield on the debentures cannot be determined at this time and may be lower than the yield on a standard debt security
of comparable maturity and may be zero.
The yield on the debentures is based on 3-month LIBOR, which is the London Interbank Offered Rate, minus 0.50%. At
March 25, 2004, 3-month LIBOR was 1.11% per annum. The yield on the debentures will be reset every three months. If LIBOR is
at or below 0.50% per annum at the start of any three-month period, no interest will accrue on the debentures for such three-month
period.
The amount we pay holders may be less than the return the holders could earn on other investments. The holder's yield may be
less than the yield a holder would earn if it bought a standard senior debt security of Bristol-Myers Squibb with the same stated
maturity date. Your investment may not reflect the full opportunity cost to you when you take into account factors that affect the
time value of money.
A downgrade, suspension or withdrawal of the rating assigned by a rating agency to the debentures, if any, would cause the
liquidity or market value of the debentures to decline significantly.
Standard & Poor's Ratings Group ("S&P") has given the notes a debt rating of "AA", with a negative outlook, and Moody's
Investors Service ("Moody's") has given the notes a debt rating of "A1", with a negative outlook. A negative outlook suggests that
the rating may be lowered.
S&P has ten general categories of "Long-Term Issuer Credit Ratings". The highest general rating category is "AAA" and the
lowest general rating categories are "SD" and "D". A "AA" rating is S&P's second highest general category of rating and is defined
by S&P as the issuer having a very strong capacity to meet its financial commitments and differs from the highest rated obligors
only in a small degree." In conjunction with the general category rating, S&P also may provide a ratings outlook, which assesses the
potential direction of a long-term credit rating over the intermediate to longer term. Where assigned, rating outlooks fall into the
following five categories: Positive (a rating may be raised), Negative (a rating may be lowered), Stable (a rating is not likely to
change), Developing (a rating may be raised or lowered) and N.M. (not meaningful).
Moody's has nine general categories of "Long-Term Ratings". The highest general category rating is "Aaa" and the lowest
general category rating is "C". Obligations rated "A" are Moody's third highest category rating and are defined by Moody's as upper-
medium grade and subject to low credit risk." In addition, Moody's appends numerical modifiers "1", "2", and "3" to each general
category rating from "Aa" through "Caa". The modifier "1" indicates that the obligation ranks in the higher end of its general rating
category; the modifier "2" indicates a mid-range ranking; and the modifier "3" indicates
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