SECURITIES AND EXCHANGE COMMISSION  
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): November 15, 2001

Commission File Number 001-01136
 
 

BRISTOL-MYERS SQUIBB COMPANY

(Exact name of registrant as specified in its charter)



 
 
 
 

Delaware 22-079-0350
(State or Other Jurisdiction of

Incorporation)

(IRS Employer Identification Number)

 

345 Park Avenue, New York, N.Y. 10154

(Address of principal executive offices)

Registrant's telephone number, including area code: (212) 546-4000





















Item 2. Acquisition or Disposition of Assets

On November 15, 2001, Bristol-Myers Squibb Company, a Delaware corporation (the "Company"), completed the previously announced sale of its Clairol beauty care business ("Clairol") to Procter & Gamble, an Ohio corporation ("P&G"). The sale was pursuant to the Stock and Asset Purchase Agreement (the "Purchase Agreement"), dated as of May 20, 2001, between the Company and P&G. The purchase price, which was determined by arm's length negotiation, was for $4.95 billion in cash.

The foregoing summary of the sale is qualified in its entirety by the Purchase Agreement, which is incorporated by reference as Exhibit 99.1 attached hereto.

The press release announcing the completion of the sale is attached hereto as Exhibit 99.2.

Item 7. Financial Statements and Exhibits

(a) Financial Statements of Business to be Acquired

N/A (b) Pro Forma Financial Information

The Company's consolidated statement of earnings for the year ended December 31, 2000, included in the Company's Form 10-K filed on April 2, 2001, reflects Clairol as a discontinued operation. In addition, the Company's consolidated statement of earnings for the nine months ended September 30, 2001, included in the Company's Form 10-Q filed on November 14, 2001, also reflects Clairol as a discontinued operation. Therefore, pro forma statements of earnings for these periods are not included in this Form 8-K, as permitted under Rule 11-02(c) of Regulation S-X.

The unaudited pro forma balance sheet is presented for illustrative purposes only and does not purport to be indicative of the financial position that would have actually occurred if the transaction has been effected on September 30, 2001, nor is it indicative of our future financial position. The pro forma adjustments reflecting the consummation of the divestiture are based upon the assumptions set forth in the notes hereto.
 
 
 
 
 
 
 
 
 
   
   

Unaudited Pro Forma Combined Balance Sheet 
 As of September 30, 2001
(Dollars in millions)
HISTORICAL
   
_____________________
     
 
BRISTOL-MYERS 
PRO FORMA 
PRO
   
SQUIBB 
CLAIROL
ADJUSTMENT
 
FORMA 
ASSETS          
Current Assets:           
Cash and cash equivalents
$2,801 
$-
$4,950
(1)
$6,177
     
(1,574)
(2)
 
Time deposits and marketable securities 
279 
     
279
Receivables, net of allowances 
3,738 
(308)
   
3,430 
Inventories
1,670
(186)
   
1,484
Prepaid expenses 
985 
(33)
____
 
952 
Total Current Assets 
9,473 
(527)
3,376
 
12,322 
         
Property, Plant and Equipment, net
4,685
(208)
   
4,477 
Excess of cost over net tangible assets arising from business acquisitions
1,377
(43)
-
 
1,334 
Other Assets 
9,100
(9)
-
 
9,091 
Total Assets 
$24,635 
$(787)
$3,376
 
$27,224 
   
  LIABILITIES
  Current Liabilities: 
 
Short-term borrowings 
$1,734
$-
$(1,574)
(2)
$160
 
Accounts payable 
1,432
(121)
1,311
 
Accrued expenses and other current liabilities 
2,809
(191)
287
(3)
2,905
 
U.S. and foreign income taxes payable 
1,072 (34) 1,700 (5) 2,738
 
Total Current Liabilities 
7,047 (346) 413 7,114
  Other Liabilities  1,394 (30) - 1,364
  Long-Term Debt  6,259 - - 6,259
 
Total Liabilities 
14,700 (376) 413   14,737
             
  Stockholders' Equity          
  Net assets disposed of - (463) 463 (4) -
  Common stock 220 - -   220
  Capital in excess of par value of stock  2,272 - -   2,272
  Other comprehensive income  (1,127) 52     (1,075)
  Retained earnings  19,756   4,200 (4) 22,256
    ______ ______ (1,700) (5) ______
    21,121 (411) 2,963   23,673
  Less cost of treasury stock  11,186 - -   11,186
             
 
Total Stockholders' Equity 
9,935 (411) 2,963   12,487
             
  Total Liabilities and Stockholders' Equity $24,635 $ (787)  $3,376  
$27,224
           
  See Notes to Unaudited Pro Forma Financial Statements          

Notes to Unaudited Pro Forma Financial Statements

1. To reflect the proceeds received from P&G attributable to the sale of Clairol.

2. To reflect the use of $1,574 million in proceeds to repay commercial paper outstanding.

3. To reflect liabilities incurred as a result of the sale, including transaction fees, employee severance and other charges.

4. To reflect the estimated gain on the sale calculated as follows (in millions):
 

Proceeds received  $ 4,950 
Historical net assets of Clairol (463)
Liabilities incurred as a result of  the sale  (287)
Estimated gain on sale $4,200

5. To reflect the estimated taxes on the preliminary gain of $4,200 million.
 
 

  (c) Exhibits
 
 
 
Exhibit No. Description
99.1 Stock and Asset Purchase Agreement between the Company and P&G dated as of May 20, 2001 (incorporated herein by reference to Exhibit 99.2 of the registrant's 10-Q for the quarterly period ending June 30, 2001).
   
99.2 Press Release dated November 16, 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,
Date: November 30, 2001
                                                                      By: /s/Sandra Leung
                                                                      Name: Sandra Leung
                                                                      Title:  Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

EXHIBIT INDEX
 

Exhibit No. Description
99.1 Stock and Asset Purchase Agreement between the Company and P&G dated as of May 20, 2001 (incorporated herein by reference to Exhibit 99.2 of the registrant's 10-Q for the quarterly period ending June 30, 2001).
   
99.2 Press Release dated November 16, 2001