Exhibit (4)(c)
[Form of Senior Debt Security]
[Global Securities Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
BRISTOL-MYERS SQUIBB COMPANY
% DEBENTURE DUE
REGISTERED CUSIP NO.
NO.
BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company",
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [ ] at the office or agency of the
Company in New York, New York designated for such purpose by the Company (on
the date hereof, the principal Corporate Trust Office of the Trustee
mentioned below, located at [450 West 33rd Street, 15th floor, New York,
New York 10001]), in such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest on said principal sum semiannually on [ ]
and [ ] of each year, commencing [ ], at said office or agency (except as
provided below), in like coin or currency, at the rate per annum specified in
the title hereof, such interest to accrue
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from the date of this Debenture until payment of said principal sum has been
made or duly provided for. The interest so payable, and punctually paid or duly
provided for, on any [ ] or [ ] will, except as provided in the Indenture dated
as of June 1, 1993 (herein called the "Indenture"; capitalized terms used and
not defined herein shall have the meaning ascribed to such terms in the
Indenture), duly executed and delivered by the Company to The Chase Manhattan
Bank, as trustee (herein called the "Trustee"), be paid to the Person in whose
name this Debenture (or one or more Predecessor Securities) is registered at the
close of business on the next preceding [ ] or [ ], respectively (herein called
the "Regular Record Date"), whether or not a Business Day, and may, at the
option of the Company, be paid by check mailed to the registered address of such
Person. Any such interest which is payable, but is not so punctually paid or
duly provided for, shall forthwith cease to be payable to the registered Holder
on such Regular Record Date and may be paid either to the Person in whose name
this Debenture (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, as described in the Indenture, notice
whereof shall be given to Holders of Debentures not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Debentures may be listed and upon such notice as may be required by such
exchange, if such manner of payment shall be deemed practical by the Trustee,
all as more fully provided in the Indenture.
Initially, the Trustee will be the Paying Agent and the Security
Registrar with respect to this Debenture. The Company reserves the right at any
time to vary or terminate the appointment of any Paying Agent or Security
Registrar, to appoint additional or other Paying Agents and other Security
Registrars and to approve any change in the office through which any Paying
Agent or Security Registrar acts; PROVIDED that there will at all times be a
Paying Agent in The City of New York.
This Debenture is one of the duly authorized issue of debt
securities (hereinafter called the "Securities") of the Company, of the series
hereinafter specified, all issued or to be issued under and pursuant to the
Indenture, to which Indenture and all other indentures supplemental thereto
reference is hereby made for a statement of the rights and limitations of
rights, obligations, duties and immunities thereunder of the Trustee and any
agent of the Trustee, any Paying Agent, the Company and the Holders of
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the Securities and the terms upon which the Securities are issued and are to be
authenticated and delivered.
The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Debenture is one of the series of Securities of the
Company issued pursuant to the Indenture designated as the [ ]% Debentures Due
[ ] (herein called the "Debentures"), limited in aggregate principal amount
to $[ ].
The Debentures are not redeemable prior to the Stated Maturity of
the principal hereof and will not be subject to any sinking fund.
If an Event of Default with respect to the Debentures shall occur
and be continuing, the principal of all of the Debentures may be declared due
and payable in the manner, with the effect and subject to the conditions
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the Company and the Trustee to enter into supplemental indentures to the
Indenture for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series. The
Indenture also permits the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults and their consequences
with respect to such series under the Indenture. Any such consent or waiver by
the Holder of this Debenture shall be conclusive and binding upon such Holder
and upon all future Holders of this Debenture and of any Debenture issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Debenture or
such other Debentures.
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No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, and any
premium and any interest on, this Debenture at the place, rate and respective
times and in the coin or currency herein and in the Indenture prescribed.
As provided in the Indenture and subject to the satisfaction of
certain conditions therein set forth, including the deposit of certain trust
funds in trust, at the Company's option, either the Company shall be deemed to
have paid and discharged the entire indebtedness represented by, and the
obligations under, the Securities of any series and to have satisfied all the
obligations (with certain exceptions) under the Indenture relating to the
Securities of such series or the Company shall cease to be under any obligation
to comply with any term, provision or condition of certain restrictive covenants
or provisions with respect to the Securities of such series.
The Debentures are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. Debentures may be
exchanged for a like aggregate principal amount and Stated Maturity of
Debentures of other authorized denominations at the office or agency of the
Company in New York, New York, designated for such purpose by the Company (on
the date hereof, the principal Corporate Trust Office of the Trustee, located at
[450 West 33rd Street, 15th floor, New York, New York 10001]), and in the manner
and subject to the limitations provided in the Indenture.
Upon due presentment for registration of transfer of this Debenture
at the office or agency of the Company in New York, New York, designated for
such purpose by the Company (on the date hereof, the principal Corporate Trust
Office of the Trustee, located at [450 West 33rd Street, 15th floor, New York,
New York 10001]), duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Company, the Trustee and the Security
Registrar duly executed by the Holder thereof or his attorney duly authorized in
writing, a new Debenture or Debentures of authorized denominations for a like
aggregate principal amount and Stated Maturity will be issued to the transferee
in exchange therefor, subject to the limitations provided in the Indenture.
No charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum
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sufficient to cover any tax or other governmental charge imposed in connection
therewith.
Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Debenture is registered as the owner
hereof for all purposes, whether or not this Debenture is overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Debenture shall be construed in accordance with and governed by
the laws of the State of New York.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Debenture
shall not be entitled to any benefits under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this
Debenture to be duly executed under its corporate seal.
Dated: BRISTOL-MYERS SQUIBB
COMPANY,
by
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Name:
Title:
[Seal] ATTEST:
by
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Name:
Title:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee,
by
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Authorized Officer