<PAGE>
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended June 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ___________ to _____________
Commission file number 1-4802
BECTON, DICKINSON AND COMPANY
SAVINGS INCENTIVE PLAN
(Full title of the plan)
BECTON, DICKINSON AND COMPANY
(Name of issuer of securities held pursuant to the plan)
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880
(Address of principal executive office) (Zip Code)
(201) 847-6800
(Telephone Number)
<PAGE>
1. Financial Statements and Schedules.
----------------------------------
The following financial data for the Plan are submitted herewith:
Report of Independent Auditors
Statements of Net Assets Available for
Plan Benefits
Statement of Changes in Net Assets
Available for Plan Benefits
Notes to Financial Statements
Item 27a - Schedule of Assets Held for
Investment Purposes
Item 27d - Schedule of Reportable Transactions
2. Exhibits.
--------
See Exhibit Index for a list of Exhibits filed or incorporated by
reference as part of this report.
2
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Savings Incentive Plan Committee have duly caused this annual
report to be signed by the undersigned hereunto duly authorized.
BECTON, DICKINSON AND COMPANY
SAVINGS INCENTIVE PLAN
Date: December 23, 1994 /s/ Richard A. Weimert
----------------------------------
Richard A. Weimert
Member, Savings Incentive
Plan Committee
3
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Financial Statements and Schedules
June 30, 1994 and 1993
CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors.................................. F-1
Financial Statements
Statements of Net Assets Available for Plan Benefits............ F-2
Statement of Changes in Net Assets Available for Plan Benefits.. F-4
Notes to Financial Statements................................... F-5
Schedules
Item 27a - Schedule of Assets Held for Investment Purposes...... F-11
Item 27d - Schedule of Reportable Transactions.................. F-13
</TABLE>
<PAGE>
Report of Independent Auditors
Savings Incentive Plan Committee
Becton, Dickinson and Company
We have audited the accompanying statements of net assets available for plan
benefits of the Becton, Dickinson and Company Savings Incentive Plan as of June
30, 1994 and 1993, and the related statement of changes in net assets available
for plan benefits for the year ended June 30, 1994. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
June 30, 1994 and 1993, and the changes in its net assets available for plan
benefits for the year ended June 30, 1994, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of June 30, 1994, and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in our audit of
the 1994 financial statements and, in our opinion, are fairly stated in all
material respects in relation to the 1994 basic financial statements taken as a
whole.
/s/ Ernst & Young LLP
September 28, 1994
F-1
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Statement of Net Assets Available for Plan Benefits
June 30, 1994
<TABLE>
<CAPTION>
BECTON, BECTON,
DICKINSON DICKINSON
FIXED S&P 500 AND COMPANY AND COMPANY MIDCAP LOANS
INCOME INDEX COMMON PREFERRED BALANCED INDEX RECEIVABLE
FUND FUND STOCK FUND STOCK FUND FUND FUND ACCOUNT TOTAL
---------------------------------------------------------------------------------------------------------
ASSETS
Investments:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Becton, Dickinson and
Company Common Stock at
fair value (1,634,649
shares, cost--$28,686,755) $66,723,083 $ 93,195 $ 66,816,278
Becton, Dickinson and
Company Series B ESOP
Convertible Preferred
Stock at fair value
(961,221 shares, cost--
$56,727,478) (Note 6) 62,863,850 62,863,850
State Street Bank and
Trust Company S&P 500
Flagship Fund at fair
value (462,927 units,
cost--$25,872,144) $31,132,282 31,132,282
State Street Bank and
Trust Company of Boston
MidCap Index Fund at fair
value (55,375 shares,
cost--$916,464) $916,464 916,464
Investment Contracts at
contract value
(equivalent to cost):
New York Life Insurance
Company $ 24,500,257 24,500,257
Hartford Life Insurance
Company 11,548,342 11,548,342
Continental Assurance
Company 26,553,032 26,553,032
John Hancock Mutual Life
Insurance Company 17,091,050 17,091,050
Provident National
Assurance Company 2,110,581 2,110,581
Allstate Life Insurance
Company 8,252,702 8,252,702
The Prudential Insurance
Company of America 20,163,161 20,163,161
State Mutual Life
Assurance Company of
America 3,165,503 3,165,503
The Canada Life Assurance
Company 4,138,345 4,138,345
Peoples Security Life
Insurance Company 9,996,585 9,996,585
Metropolitan Life
Insurance Company 16,091,694 16,091,694
United of Omaha Life
Insurance Company 3,011,910 3,011,910
---------------------------------------------------------------------------------------------------------
Total investments 146,623,162 31,132,282 66,723,083 62,957,045 916,464 308,352,036
Receivables:
Interest 882,908 6,355 3,835 893,098
Dividends 304,886 449 305,335
Participants' contributions 33,079 164,443 197,522
Employer contributions 3,585,301 3,585,301
Loan repayments 16,530 14,433 11,336 42,299
Loans receivable from $10,899,746 10,899,746
participants (Note 2)
Other $ 21,150 13,480 34,630
Cash and cash equivalents 6,785,546 756,074 1,886,469 1,883,807 11,311,896
---------------------------------------------------------------------------------------------------------
Total assets 154,341,225 31,311,158 67,801,734 68,433,099 1,904,957 929,944 10,899,746 335,621,863
LIABILITIES
Accrued interest payable 2,447,830 2,447,830
Payable for investments
purchased 3,388,944 3,388,944
Debt obligations (Notes 6
and 7) 51,805,918 51,805,918
---------------- ------------- --------------
Total liabilities 3,388,944 54,253,748 57,642,692
---------------------------------------------------------------------------------------------------------
Net assets available for
plan benefits $150,952,281 $31,311,158 $67,801,734 $14,179,351 $1,904,957 $929,944 $10,899,746 $277,979,171
=========================================================================================================
</TABLE>
F-2
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Statement of Net Assets Available for Plan Benefits
June 30, 1993
<TABLE>
<CAPTION>
BECTON, DICKINSON BECTON, DICKINSON AND
AND COMPANY COMMON COMPANY PREFERRED
FIXED S&P 500 STOCK FUND STOCK FUND LOANS
INCOME INDEX RECEIVABLE
FUND FUND ACCOUNT TOTAL
---------------------------------------------------------------------------------------------------------
ASSETS
Investments:
<S> <C> <C> <C> <C> <C> <C>
Becton, Dickinson and
Company Common Stock at
fair value (1,674,761
shares, cost--$27,888,416) $66,982,920 $ 7,520 $66,990,440
Becton, Dickinson and
Company Series B ESOP
Convertible Preferred
Stock at fair value
(988,810 shares,
cost--$58,340,632)(Note 6) 63,283,854 63,283,854
State Street Bank and
Trust Company S&P 500
Flagship Fund at fair
value (416,217 units,
cost--$21,833,922) $27,588,959 27,588,959
Investments Contracts at
contract value
(equivalent to cost):
New York Life Insurance
Company $ 26,310,498 26,310,498
Hartford Life Insurance
Company 11,312,616 11,312,616
Continental Assurance
Company 24,304,835 24,304,835
John Hancock Mutual Life
Insurance Company 9,223,169 9,223,169
Provident National
Assurance Company 12,302,199 12,302,199
Connecticut Mutual Life
Insurance Company 17,497,305 17,497,305
The Prudential Insurance
Company of America 33,447,477 33,447,477
State Mutual Life
Assurance Company of
America 3,165,503 3,165,503
The Canada Life Assurance
Company 4,111,952 4,111,952
Peoples Security Life
Insurance Company 5,006,135 5,006,135
-------------------------------------------------------------------------- -----------
Total investments 146,681,689 27,588,959 66,982,920 63,291,374 304,544,942
Receivables:
Interest 928,747 2,327 2,755 933,829
Dividends 274,803 293 275,096
Participants' contributions 100,424 138,023 238,447
Employer contributions 21,478 3,405,301 3,426,779
Loan repayments 32,955 5,893 39,910 78,758
Loans receivable from
participants (Note 2) $9,749,676 9,749,676
Receivable for investment
sold 2,741 2,741
Cash and cash equivalents 1,270,412 1,209,430 1,931,746 4,411,588
---------------------------------------------------------------------------------------------------------
Total assets 149,014,227 27,732,875 68,530,868 68,634,210 9,749,676 323,661,856
LIABILITIES
Accrued interest payable 2,578,045 2,578,045
Payable for investments
purchased 349,990 349,990
Debt obligations (Notes 6
and 7) 54,561,814 54,561,814
-------------------------------------------------- ---------------
Total liabilities 349,990 57,139,859 57,489,849
---------------------------------------------------------------------------------------------------------
Net assets available for
plan benefits $149,014,227 $27,732,875 $68,180,878 $11,494,351 $9,749,676 $266,172,007
=========================================================================================================
</TABLE>
See accompanying notes.
F-3
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Statement of Changes in Net Assets Available for Plan Benefits
Year ended June 30, 1994
<TABLE>
<CAPTION>
BECTON, BECTON,
DICKINSON AND DICKINSON
FIXED S&P 500 COMPANY AND COMPANY
INCOME INDEX COMMON STOCK PREFERRED
FUND FUND FUND STOCK FUND
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Participants' contributions $ 21,457,009 $ 6,430,163 $ 1,974,317
Company contributions 4,420,348 $ 4,167,821
Loan repayments 2,632,008 693,964 1,537,403
Interest income 11,173,479 1,594 30,815 21,004
Dividends 1,217,634 3,741,081
Transfers between funds (2,729,783) 638,810 (743,928)
----------------------------------------------------------------
32,532,713 7,764,531 8,436,589 7,929,906
Deductions:
Distributions to
participants 27,178,232 3,729,549 8,113,069 1,279,929
Forfeitures 123,756 60,143
Loan withdrawals 3,416,427 781,842 1,498,086 249,045
Interest expense 4,895,659
---------------------------------------------------------------
30,594,659 4,511,391 9,734,911 6,484,776
Net appreciation in fair
value of investments 325,143 919,178 1,239,870
----------------------------------------------------------------
Net increase 1,938,054 3,578,283 (379,144) 2,685,000
Net assets available for
plan benefits at
beginning of year 149,014,227 27,732,875 68,180,878 11,494,351
----------------------------------------------------------------
Net assets available for
plan benefits at end of
year
(Note 3) $150,952,281 $31,311,158 $67,801,734 $14,179,351
================================================================
</TABLE>
<TABLE>
<CAPTION>
LOANS
BALANCED MIDCAP RECEIVABLE
FUND INDEX FUND ACCOUNT TOTAL
----------------------------------------------------
Additions:
<S> <C> <C> <C> <C>
Participants' contributions $29,861,489
Company contributions 8,588,169
Loan repayments $(4,863,375) --
Interest income 699,316 11,926,208
Dividends 4,958,715
Transfers between funds $1,904,957 $929,944 --
-----------------------------------------------------
1,904,957 929,944 (4,164,059) 55,334,581
Deductions:
Distributions to
participants 631,271 40,932,050
Forfeitures 183,899
Loan withdrawals (5,945,400) --
Interest expense 4,895,659
---------------------------------
(5,314,129) 46,011,608
Net appreciation in fair
value of investments 2,484,191
-----------------------------------------------------
Net increase 1,904,957 929,944 1,150,070 11,807,164
Net assets available for
plan benefits at
beginning of year 9,749,676 266,172,007
-----------------------------------------------------
Net assets available for
plan benefits at end of
year
(Note 3) $1,904,957 $929,944 $10,899,746 $277,979,171
======================================================
</TABLE>
See accompanying notes.
F-4
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Notes to Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES
Accounting records of the Becton, Dickinson and Company Savings Incentive Plan
(the "Plan") are maintained on the accrual basis whereby all income, costs and
expenses are recorded when earned or incurred. Investments in securities are
recorded on the basis of cost but are reported in the Plan's financial
statements at fair value, redemption value or contract value. Fair value of
investments is determined by quoted market prices in an active market. The
value of the Becton, Dickinson and Company Series B ESOP Convertible Preferred
Stock was determined based upon the guaranteed redemption value of $59 per share
or 160% of the fair value of the Becton, Dickinson and Company Common Stock,
whichever is higher. On February 26, 1993, Becton, Dickinson and Company
distributed to shareholders one additional share of common stock for each share
owned on January 29, 1993. Accordingly, all Becton, Dickinson and Company
common stock per share data have been restated to reflect the stock split.
Contract value represents contributions made, plus interest at the contract rate
and transfers, less distributions. Cash equivalents are stated at cost, which
approximates fair value. The Company considers all highly-liquid investments
with a maturity of 90 days or less when purchased to be cash equivalents. Costs
and expenses incurred with regard to the purchase, sale and transfer of
securities in connection with the operation of the Plan are charged to the Plan.
All other costs and expenses of the Plan are paid for by Becton, Dickinson and
Company.
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan established for the purpose of
encouraging and assisting employees in following a systematic savings program
and to provide an opportunity for employees, at no cost to themselves, to become
shareholders of Becton, Dickinson and Company. Employees of Becton, Dickinson
and Company and certain of its domestic subsidiaries (the "Company") who have
met defined service requirements are eligible for participation in the Plan.
Eligible employees who are members of the Plan can authorize a payroll deduction
for a contribution to the Plan in an amount per payroll period equal to any
selected whole percentage of pay from 2% to 16% inclusive. For purposes of the
Plan, total pay includes base pay, overtime compensation and commissions.
Compensation is limited to $150,000 subject to annual indexing by the Internal
Revenue Code.
F-5
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Individual employee contributions of up to 6% of total pay are eligible for a
matching Company contribution. The Board of Directors of the Company may,
within prescribed limits, establish, from time to time, the rate of Company
contributions. It has authorized the Company to make a monthly contribution to
the Plan in an amount equal to 50% of eligible employee contributions during
said month minus any forfeitures.
Employee contributions can be in either before-tax ("401(k)") dollars or after-
tax dollars or a combination of both. Employee contributions in before-tax
dollars result in savings going into the Plan before most federal, state or
local taxes are withheld. Taxes are deferred until the employee withdraws the
40l(k) contributions from the Plan.
Participating employees are not liable for federal income taxes on amounts
earned in the Plan or on amounts contributed by the Company until such time that
their participating interest is distributed to them. In general, a
participating employee is subject to tax on the amount by which the distribution
paid to him exceeds the amount of after-tax dollars he has contributed to the
Plan.
Employee contributions are invested in five funds as described below:
Fixed Income Fund (Fund A): A fixed income fund with the full principal amount
of employee contributions guaranteed by the Company.
S&P 500 Index Fund (Fund B): A diversified portfolio of common stocks and
securities convertible into common stock. The Trustee's investment approach
will be to hold all the common stocks included in Standard and Poor's 500 Stock
Index (S&P 500) and, as a result, to produce an investment return very similar
to that of the Index.
Becton, Dickinson and Company Common Stock Fund (Fund D): A fund which is
comprised entirely of the Company's common stock.
Balanced Fund (Fund F): A balanced fund comprised of fixed income securities,
common stocks and convertible securities.
MidCap Index Fund (Fund G): An equities fund which seeks greater capital
appreciation than the S&P 500 Index Fund, through investing in common stock and
convertible securities.
At June 30, 1994, approximately $2.8 million was transferred from Funds A, B and
D to establish Funds F and G.
F-6
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Employee contributions are invested, at the option of the employee, in Fund A,
B, D, F or G in any combination of 1%, with a maximum of 50% being contributed
to Fund D.
The assets of the Fixed Income Fund (Fund A) are invested in contracts with
various insurance companies, which provide known rates of return on deposited
funds, provided that the contracts remain in force until their maturity.
State Street Bank & Trust Company is the Plan's Trustee. State Street Bank is
also the investment manager of the S&P 500 Index Fund, the MidCap Index Fund and
the Becton, Dickinson and Company Common Stock Fund. PRIMCO Capital Management
Inc. is the investment manager of the Fixed Income Fund. Wells Fargo Nikko
Investment Advisors is the investment manager of the Balanced Fund.
The assets of the Company Common Stock Fund are invested in shares of the
Company's common stock. The Trustee has advised that its present intention is
to purchase the Company's common stock exclusively on the open market.
Contributions to the Company Common Stock Fund are comprised of both employee
contributions, as well as employer matching contributions. For recordkeeping
purposes, separate funds have been created to account for the respective
contributions. These funds are referred to as Fund C for employer matching
contributions and Fund D for employee contributions. Funds C and D have been
combined into one investment fund referred to as the Company Common Stock Fund.
Any portion of the Funds, pending permanent investment or distribution, may be
invested in short-term securities.
The Company implemented an Employee Stock Ownership Plan (ESOP) whereby Fund E
was created to account for employer matching contributions being invested in
convertible preferred stock on behalf of employees. Refer to Note 6.
The Plan also has a loan provision whereby employees are allowed to take loans
on their vested account balances. Loans bear a rate of interest which is set
annually and employees are required to pay installment payments, at least
monthly. The outstanding balance of a loan becomes due and payable upon an
employee's termination. Should an employee, upon his termination, elect not to
repay the outstanding balance, the loan is cancelled and deemed a distribution
under the Plan.
F-7
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
The Plan provides for vesting in employer matching contributions based on months
of participation as follows:
<TABLE>
<CAPTION>
FULL MONTHS OF PARTICIPATION PERCENTAGE
- ------------------------------------------
<S> <C>
Less than 24 months 0%
24 but less than 36 months 50%
36 but less than 48 months 75%
48 months or more 100%
</TABLE>
Any participating employee with 5 or more years of service will have a 100%
vested percentage in the Company's matching contributions. Also, participants
may become fully vested on the date of termination of employment by reasons of
death, retirement or disability, or attainment of age 65. Participants may be
partially vested under certain conditions in the event of termination of
employment or participation in the Plan for any other reason. Non-vested
Company contributions forfeited by participants are applied to reduce future
Company contributions. Participants' contributions are always 100% vested.
The Board of Directors of the Company reserves the right to terminate, modify,
alter or amend the Plan at any time and at its own discretion, provided that no
such termination, modification, alteration or amendment shall permit any of the
funds established pursuant to the Plan to be used for any purpose other than the
exclusive benefit of the participating employees. The right to modify, alter or
amend includes the right to change the percentage of the Company's
contributions.
Assets allocated to participants who have withdrawn from the Plan as of June 30,
1994 and 1993 amounted to $4,360,000 and $2,160,000, respectively. For the
purpose of preparing the Plan's Form 5500, assets allocated to participants who
have withdrawn from the Plan are recorded as liabilities.
F-8
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Notes to Financial Statements (continued)
3. UNIT VALUES
The number of units and unit values of each Fund at June 30, 1994 and 1993 were
as follows:
<TABLE>
<CAPTION>
NUMBER OF UNIT/SHARE
UNITS/SHARES VALUE
------------------------------
June 30, 1994:
<S> <C> <C>
Fixed Income Fund 22,320,852 $ 6.762837
S&P 500 Index Fund 2,368,030 13.222450
Becton, Dickinson and Company Common 7,257,417 9.342406
Stock Fund
Becton, Dickinson and Company Preferred 238,675 65.400000
Stock Fund
Balanced Fund 1,904,957 1.000000
MidCap Index Fund 929,944 1.000000
June 30, 1993:
Fixed Income Fund 23,804,485 6.259922
S&P 500 Index Fund 2,136,750 12.978998
Becton, Dickinson and Company Common 7,756,171 8.790533
Stock Fund
Becton, Dickinson and Company Preferred 199,054 64.000000
Stock Fund
</TABLE>
6,345,011 units and 912,406 units of the Company Common Stock Fund were related
to Funds C and D, respectively, as of June 30, 1994. As of June 30, 1993,
7,107,437 units and 648,734 units of the Company Common Stock Fund were related
to Funds C and D, respectively. In Fund E, 238,675 and 199,054 of the total
preferred shares of 961,221 and 988,810 held as of June 30, 1994 and 1993,
respectively, were allocated to participant accounts.
4. INCOME TAX STATUS
The Internal Revenue Service has ruled (February 28, 1992) that the Plan
qualifies under Section 401(a) and 401(k) of the Internal Revenue Code (IRC) and
is, therefore, not subject to tax under present income tax law. Once qualified,
the Plan is required to operate in conformity with the IRC to maintain its
qualification. The Plan Administrator is not aware of any course of action or
series of events that have occurred that might adversely affect the Plan's
qualified status.
F-9
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Notes to Financial Statements (continued)
5. RELATED PARTY TRANSACTIONS
During the year ended June 30, 1994, the Plan purchased and distributed 109,950
shares and 150,062 shares, respectively, of the Company's common stock and
received $1,217,634 in dividends from the Company. In addition, the Plan
distributed 27,589 shares of the Series B ESOP convertible preferred stock and
received $3,741,081 in dividends from the Company.
6. EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
The Company maintains an Employee Stock Ownership Plan (ESOP) as part of the
Savings Incentive Plan. The ESOP operates to satisfy all or part of the
Company's obligation to match 50% of employees' contributions, up to a maximum
of 3% of each participant's covered compensation. To accomplish this, the ESOP
borrowed $60,000,000 in a private debt offering and used the proceeds to buy the
Company's Series B ESOP convertible preferred stock.
Each share of preferred stock has a guaranteed liquidation value of $59 per
share and is convertible into 1.6 shares of the Company's common stock at a
conversion price of $36.88 per share. The preferred stock pays an annual
dividend of $3.835 per share which will be used by the ESOP, together with
Company contributions to repay the ESOP borrowings. Over a 15 year period, the
trust will repay the loan; and as the loan is gradually repaid, a portion of the
preferred stock will be released and used to match participants' contributions
in the Plan. The initial allocation of preferred stock to plan participants
began in March 1990. Each year, a pre-determined number of preferred shares
will be released and allocated to participants' accounts. If the total value of
the preferred shares released (as the ESOP loan is repaid) is not enough to
fully match the participants' contributions, the remaining portion of the match
will be made to the Company Common Stock Fund (Fund C).
7. DEBT OBLIGATIONS
In connection with the Employee Stock Ownership Plan feature, the Plan issued
$60,000,000 of ESOP notes in a private placement. The notes bear interest at
9.45% and are guaranteed by the Company. The notes, which are due July 1, 2004,
require semi-annual interest payments and annual principal payments. The
aggregate annual maturities of the debt obligations during the years ended June
30, 1995 to 1999 are as follows: 1995--$3,029,000; 1996--$3,330,000; 1997--
$3,660,000; 1998--$4,023,000; and 1999--$4,422,000.
F-10
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Item 27a--Schedule of Assets Held for Investment Purposes
June 30, 1994
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, NUMBER CONTRACT
LESSOR OR SIMILAR PARTY AND DESCRIPTION OF UNITS OR OR FAIR
OF INVESTMENT SHARES COST VALUE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
STATE STREET BANK & TRUST COMPANY
*Becton, Dickinson and Company Common
Stock 1,634,649 $28,686,755 $66,816,278
STATE STREET BANK & TRUST COMPANY
*Becton, Dickinson and Company Series B
ESOP Convertible Preferred Stock 961,221 56,727,478 62,863,850
STATE STREET BANK & TRUST COMPANY
S&P 500 Flagship Index Fund 462,927 25,872,144 31,132,282
STATE STREET BANK & TRUST COMPANY
MidCap Index Fund 55,375 916,464 916,464
NEW YORK LIFE INSURANCE COMPANY
GIC #GA/05971, due 6/5/96, at 9.500% 11,244,904 11,244,904
GIC #GA/06487, due 3/3/97, at 6.700% 3,080,400 3,080,400
GIC #GA/06487002, due 9/2/97, at 6.150% 5,235,890 5,235,890
GIC #GA/20038/18D, due 12/30/98, at
5.590% 4,939,063 4,939,063
HARTFORD LIFE INSURANCE COMPANY
GIC #GA/9280, due 3/4/96, at 7.030% 3,530,642 3,530,642
GIC #GA/9367, due 6/19/95, at 6.580% 4,985,500 4,985,500
GIC #GA/9409, due 3/20/95, at 5.680% 3,032,200 3,032,200
THE CANADA LIFE ASSURANCE COMPANY
GIC #P/45685, due 11/25/97, at 6.900% 4,138,345 4,138,345
PEOPLES SECURITY LIFE INSURANCE COMPANY
#BDA00027TR1, due 4/27/98, at 5.380% 5,001,155 5,001,155
#BDA00027TR2, due 10/15/98, at 5.580% 1,991,215 1,991,215
#BDA00027TR3, due 9/15/98, at 5.410% 3,004,215 3,004,215
</TABLE>
* As Becton, Dickinson and Company is the plan sponsor, these represent party-
in-interest transactions.
F-11
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Item 27a--Schedule of Assets Held for Investment Purposes (continued)
June 30, 1994
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, NUMBER CONTRACT
LESSOR OR SIMILAR PARTY AND DESCRIPTION OF UNITS OR FAIR
OF INVESTMENT OR SHARES COST VALUE
- -------------------------------------------------------------------------------
JOHN HANCOCK MUTUAL LIFE INSURANCE
COMPANY
<S> <C> <C> <C>
GIC #GA/6357, due 6/25/97, at 5.720% $ 2,730,998 $ 2,730,998
GIC #GA/7039, due 9/3/96, at 5.100% 2,120,126 2,120,126
GIC #GA/7035, due 2/3/97, at 5.350% 2,033,984 2,033,984
GIC #GA/7238, due 11/12/98, at 5.740% 5,205,023 5,205,023
GIC #GA/7433, due 5/1/04, at 6.940% 5,000,919 5,000,919
CONTINENTAL ASSURANCE GROUP
GIC #GP/12448, due 5/3/95, at 9.250% 26,553,032 26,553,032
PROVIDENT NATIONAL ASSURANCE COMPANY
GIC #627/05483/01A, due 9/28/95, at 2,110,581 2,110,581
4.630%
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
GIC #GA/6681, due 2/27/97, at 9.160% 20,163,161 20,163,161
STATE MUTUAL LIFE ASSURANCE COMPANY OF
AMERICA
GIC #GA/9188/OA, due 7/21/94, at 6.420% 3,165,503 3,165,503
ALLSTATE LIFE INSURANCE COMPANY
GIC #GA/5483, due 7/28/98, at 6.000% 3,106,950 3,106,950
GIC #GA/5537, due 4/01/98, at 5.500% 5,145,752 5,145,752
METROPOLITAN LIFE INSURANCE COMPANY
GIC #GA/13669, due 1/15/99, at 5.760% 16,091,694 16,091,694
UNITED OF OMAHA LIFE INSURANCE COMPANY
GIC #SDGA/10801, due 5/9/97, at 6.900% 3,011,910 3,011,910
----------------------------
Total investments 258,826,003 308,352,036
Loan receivable from participants
(original loan amounts ranging from
$1,000 to $50,000 bearing interest at
rates ranging from 7% to 11.5%) 10,899,746 10,899,746
----------------------------
$269,725,749 $319,251,782
============================
</TABLE>
F-12
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Item 27d--Schedule of Reportable Transactions
Year ended June 30, 1994
<TABLE>
<CAPTION>
TOTAL
NUMBER OF AGGREGATE AGGREGATE GAIN
DESCRIPTION OF PURCHASES VALUE OF VALUE OF OR
IDENTITY OF PARTY INVOLVED ASSETS OR SALES PURCHASES SALES (LOSS)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CATEGORY (III)--SERIES OF
TRANSACTIONS IN EXCESS OF 5%
Purchases:
Connecticut Mutual Life
Insurance Company GIC
#70731 GIC 11 $ 7,067,996
Metropolitan Life
Insurance Company GIC
#GAC/13669 GIC 12 16,091,694
Provident National
Assurance Company GIC
#027/04196/02A GIC 12 6,002,647
Sales:
Connecticut Mutual Life
Insurance Company GIC
#70731 GIC 4 $24,565,301
Provident National
Assurance Company GIC
#027/04196/02A GIC 3 16,287,661
</TABLE>
There were no category (i), (ii), or (iv) reportable transactions during 1994.
F-13
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Method of
Number Description Filing
------- ----------- ---------
23 Consent of Independent Filed with
Auditors this report
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 38-33791 and 33-23055) pertaining to the Becton, Dickinson and
Company Savings Incentive Plan and in the related prospectuses of our report
dated September 28, 1994, with respect to the financial statements and schedules
of the Becton, Dickinson and Company Savings Incentive Plan included in this
Annual Report (Form 11-K) for the year ended June 30, 1994.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Hackensack, New Jersey
December 20, 1994
