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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 1, 2001
BRISTOL-MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-1136 22-079-0350
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
345 Park Avenue
New York, NY, 10154
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (212) 546-4000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 1, 2001, Bristol-Myers Squibb Company, a Delaware
corporation (the "Purchaser"), completed the purchase of E.I. du Pont de Nemours
and Company's ("DuPont") pharmaceutical business, including DuPont
Pharmaceuticals Company, a Delaware general partnership, DuPont Contrast
Imaging, Inc., a Delaware corporation, DuPont Pharmaceutical Research Labs,
Inc., a Delaware corporation, DuPont Pharma, Ltd., a Bermuda corporation, and
their respective subsidiaries (the "Business"). The Business researches,
develops, manufactures and markets pharmaceutical products.
The Purchaser paid DuPont approximately $7.8 billion in cash in the
acquisition. The purchase price was determined by arm's length negotiations
between the Purchaser and DuPont and was funded by long term debt financing,
commercial paper facilities and internal funds. The press release announcing the
completion of the acquisition is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business to be Acquired
Previously Reported in Form 8-K/A filed with the Commission on
September 20, 2001.
(b) Pro Forma Financial Information
Previously Reported in Form 8-K/A filed with the Commission on
September 25, 2001 and in Form 8-K/A filed with the Commission on
September 20, 2001.
(c) Exhibits
Exhibit No. Description
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2.1 Purchase Agreement between E.I. du Pont de Nemours and
Company, DuPont Pharma, Inc., DuPont Pharmaceuticals
Company, DuPont Electronic Materials, Inc., DuPont
Diagnostics Inc. and Purchaser dated June 7, 2001
(incorporated by reference to Exhibit 99.1 to
Purchaser's 10-Q filed with the Commission on August 14,
2001)
2.2 Amendment to Purchase Agreement between E.I. du Pont de
Nemours and Company, DuPont Pharma, Inc., DuPont
Pharmaceuticals Company, DuPont Electronic Materials,
Inc., DuPont Diagnostics Inc. and Purchaser dated
October 1, 2001
99.1 Press Release dated October 2, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Bristol-Myers Squibb Company,
By: /s/ Sandra Leung
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Name: Sandra Leung
Title: Secretary
Date: October 11, 2001
EXHIBIT INDEX
Exhibit No. Description
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2.1 Purchase Agreement between E.I. du Pont de Nemours and
Company, DuPont Pharma, Inc., DuPont Pharmaceuticals
Company, DuPont Electronic Materials, Inc., DuPont
Diagnostics Inc. and Purchaser dated June 7, 2001 (incorporated
by reference to Exhibit 99.1 to Purchaser's 10-Q filed with the
Commission on August 14, 2001)
2.2 Amendment to Purchase Agreement between E.I. du Pont de
Nemours and Company, DuPont Pharma, Inc., DuPont
Pharmaceuticals Company, DuPont Electronic Materials, Inc.,
DuPont Diagnostics Inc. and Purchaser dated October 1, 2001
99.1 Press Release dated October 2, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 1, 2001
BRISTOL-MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-1136 22-079-0350
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
345 Park Avenue
New York, NY, 10154
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (212) 546-4000
================================================================================
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 1, 2001, Bristol-Myers Squibb Company, a Delaware
corporation (the "Purchaser"), completed the purchase of E.I. du Pont de Nemours
and Company's ("DuPont") pharmaceutical business, including DuPont
Pharmaceuticals Company, a Delaware general partnership, DuPont Contrast
Imaging, Inc., a Delaware corporation, DuPont Pharmaceutical Research Labs,
Inc., a Delaware corporation, DuPont Pharma, Ltd., a Bermuda corporation, and
their respective subsidiaries (the "Business"). The Business researches,
develops, manufactures and markets pharmaceutical products.
The Purchaser paid DuPont approximately $7.8 billion in cash in the
acquisition. The purchase price was determined by arm's length negotiations
between the Purchaser and DuPont and was funded by long term debt financing,
commercial paper facilities and internal funds. The press release announcing the
completion of the acquisition is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business to be Acquired
Previously Reported in Form 8-K/A filed with the Commission on
September 20, 2001.
(b) Pro Forma Financial Information
Previously Reported in Form 8-K/A filed with the Commission on
September 25, 2001 and in Form 8-K/A filed with the Commission on
September 20, 2001.
(c) Exhibits
Exhibit No. Description
----------- -----------
2.1 Purchase Agreement between E.I. du Pont de Nemours and
Company, DuPont Pharma, Inc., DuPont Pharmaceuticals
Company, DuPont Electronic Materials, Inc., DuPont
Diagnostics Inc. and Purchaser dated June 7, 2001
(incorporated by reference to Exhibit 99.1 to
Purchaser's 10-Q filed with the Commission on August 14,
2001)
2.2 Amendment to Purchase Agreement between E.I. du Pont de
Nemours and Company, DuPont Pharma, Inc., DuPont
Pharmaceuticals Company, DuPont Electronic Materials,
Inc., DuPont Diagnostics Inc. and Purchaser dated
October 1, 2001
99.1 Press Release dated October 2, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Bristol-Myers Squibb Company,
By: /s/ Sandra Leung
----------------------------------
Name: Sandra Leung
Title: Secretary
Date: October 11, 2001
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Purchase Agreement between E.I. du Pont de Nemours and
Company, DuPont Pharma, Inc., DuPont Pharmaceuticals
Company, DuPont Electronic Materials, Inc., DuPont
Diagnostics Inc. and Purchaser dated June 7, 2001 (incorporated
by reference to Exhibit 99.1 to Purchaser's 10-Q filed with the
Commission on August 14, 2001)
2.2 Amendment to Purchase Agreement between E.I. du Pont de
Nemours and Company, DuPont Pharma, Inc., DuPont
Pharmaceuticals Company, DuPont Electronic Materials, Inc.,
DuPont Diagnostics Inc. and Purchaser dated October 1, 2001
99.1 Press Release dated October 2, 2001