UNITED
STATES
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): August
5, 2005
BRISTOL-MYERS
SQUIBB COMPANY
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
1-1136
(Commission
File Number)
|
22-079-0350
(IRS
Employer
Identification
Number)
|
|
345
Park Avenue
New
York, NY 10154
(Address
of Principal Executive Office)
|
|
Registrant’s
telephone number, including area code: (212)
546-4000
|
Check
the
appropriate box below if the From 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
| ¨ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| ¨ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| ¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
| ¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
August
5, 2005, Bristol-Myers Squibb Company (the "Registrant") entered into, as
a
guarantor, a $2.5 billion Single Currency Term Facility Agreement (the
"Agreement") with certain of its subsidiaries, the lenders named in the
Agreement, BNP Paribas and The Royal Bank of Scotland plc, as arrangers,
and The
Royal Bank of Scotland plc, as agent.
Upon
satisfaction of various initial closing conditions, BMS Omega Bermuda Holdings
Finance Ltd. (the "Borrower") may borrow up to $2 billion under a Tranche
A loan
facility and up to $500 million under a Tranche B loan facility. The Tranche
A
facility will be available through the date falling 90 days after August
5, 2005
and the Tranche B facility will be available through December 31, 2005. Any
Tranche A loans will mature on August 5, 2010 and any Tranche B loans will
mature on August 5, 2007. Borrowings under the facilities are also subject
to
the satisfaction at the time of customary conditions to
utilization.
Loans
under the facility are guaranteed by the Registrant, BMS Pharmaceuticals
Netherlands Holdings B.V. (the "Primary Guarantor"), Bristol-Myers Squibb
Luxembourg International SCA and Bristol-Myers Squibb Sigma Finance Limited
(the
"Guarantors"). The Borrower and the Guarantors, other than the Registrant,
are
indirect wholly-owned subsidiaries of the Registrant.
The
Agreement includes customary mandatory prepayment requirements upon receipt
by
the Borrower, the Primary Guarantor or any subsidiaries of the Primary Guarantor
(the Primary Guarantor and its subsidiaries being referred to as the "NL
Holdco
Group") of specified proceeds from borrowings, disposals of material assets,
insurance proceeds relating to material assets and proceeds from issuance
of
ordinary shares by the Borrower or the Primary Guarantor, in each case subject
to specified exceptions.
The
Agreement is governed by English law and contains customary terms and conditions
for a facility of this type, including representations, information covenants,
affirmative and negative covenants, financial covenants and events of default.
The restrictions imposed on the Registrant include limitations on consolidation,
mergers, and sales of assets, limitations on the incurrence of certain liens,
limitations on sale and leaseback transactions, a requirement to maintain
a
ratio of consolidated net indebtedness to consolidated capitalization and
a
limitation on substantially changing the nature of its business. The Borrower
and certain Guarantors other than the Registrant are also subject to additional
restrictions on the incurrence of liens, the nature of their activities,
the
making of restricted payments, the incurrence of debt, entering into
transactions with affiliates, making investments, and disposing of all or
substantially all their assets, in each case subject to specified exceptions.
In
addition, the Primary Guarantor is required to maintain a ratio of NL Holdco
Group net indebtedness to cash flow and the Borrower is required to maintain
a
ratio of specified intercompany debt of the Primary Guarantor held by it
and
certain of its subsidiaries to their total net indebtedness.
Borrowings
under the Agreement may be used for the general corporate purposes of the
Registrant and its subsidiaries.
The
foregoing summary of certain material provisions of the Agreement is subject
to,
and qualified in its entirety by reference to, all the provisions of the
Agreement.
Attached
as Exhibit 10y hereto is the final form of the Agreement.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.
The
discussion under Item 1.01 above is incorporated herein by
reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit
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Description
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10y
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|
Single
Currency Term Facility Agreement for $2,500,000,000, dated August
5, 2005,
between BMS Omega Bermuda Holdings Finance Ltd., as borrower, the
entities
listed therein as Original Guarantors, BNP Paribas and The Royal
Bank of
Scotland plc, as arrangers, the financial institutions therein
as Original
Lenders and The Royal Bank of Scotland plc, as
agent.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Bristol-Myers
Squibb Company |
|
|
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| Date:
August 11, 2005 |
By: |
/s/ Sandra
Leung |
| |
Name:
Sandra Leung |
| |
Title:
Secretary |