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
BRISTOL-MYERS SQUIBB
COMPANY
(Exact Name of Registrant as Specified
in its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
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1-1136
(Commission File
Number)
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22-079-0350
(IRS Employer Identification
Number)
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345 Park
Avenue
New York, NY, 10154
(Address of Principal Executive
Office)
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Registrant's telephone number, including
area code: (212) 546-4000
Check the
appropriate box below if the Form 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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
8.01. Other Events.
On July
31, 2008, Bristol-Myers Squibb Company (“BMS”) issued a press release announcing
its proposal to enter into an agreement to acquire ImClone Systems Incorporated
(“ImClone”) for $60 per share in cash. The proposal was communicated
on July 31, 2008 to Mr. Carl C. Icahn, ImClone’s chairman, by Mr. James M.
Cornelius, BMS’s chairman of the board of directors and chief executive officer,
and confirmed in a letter to ImClone’s board of directors. The press
release announcing the proposal, including the full text of the proposal letter,
is attached as Exhibit 99.1 to this report and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1.
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Press
release dated July 31, 2008
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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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Dated: July 31,
2008
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By:
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/s/ Sandra
Leung
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Name: Sandra
Leung
Title: Senior
Vice President, General
Counsel and
Secretary
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EXHIBIT
INDEX
Exhibit No.
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Description
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99.1.
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Press
release dated July 31, 2008
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