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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) May 21, 1998
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BECTON, DICKINSON AND COMPANY
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(Exact name of registrant as specified in its charter)
New Jersey 001-4802 22-0760120
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(State or other juris- (Commission (IRS Employer Iden-
diction of incorporation) File Number) tification Number)
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 847-6800
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N/A
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(Former name or former addresses if changed since last report.)
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Item 5. OTHER EVENTS
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The Registrant restated its Selected Financial Data and Quarterly
Financial Data to reflect the effect of Financial Accounting
Standards No. 128, "Earnings per Share." During 1997 the Financial
Accounting Standards Board issued Financial Accounting Standard
("SFAS") No. 128, "Earnings per Share" which was effective for the
Registrant beginning with the first quarter of fiscal 1998. This
Statement simplifies the computation of earnings per share by
replacing the previously reported primary and fully diluted
earnings per share with basic and diluted earnings per share,
respectively. Unlike primary earnings per share, basic earnings per
share exclude the potential dilutive effect of common stock
equivalents such as stock options, warrants and convertible
securities.
On May 19, 1998, the Registrant announced in a press
release that its Board of Directors had approved a plan to
restructure certain manufacturing and administrative activities
which, coupled with previously announced initiatives, was expected
to result in approximately $120 million in restructuring, one-time,
and other charges. Attached hereto as Exhibit 99.2, which is hereby
incorporated herein by reference, is a copy of such press release.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
The Registrant is filing herewith the exhibits referenced in the
Index of Exhibits annexed hereto and made a part hereof.
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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.
BECTON, DICKINSON AND COMPANY
(Registrant)
By: /s/ Bridget M. Healy
----------------------------
Bridget M. Healy
Vice President and Secretary
Date: May 21, 1998
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INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibits
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12 Ratio of Earnings to Fixed Charges
27.1 Restated Financial Data Schedule
99.1 Selected Financial Data and Quarterly Financial Data -
Restated in accordance with Statement of Financial
Accounting Standards No. 128
99.2 Press Release issued on May 19, 1998.
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EXHIBIT 12
BECTON, DICKINSON AND COMPANY
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
(ALL AMOUNTS IN MILLIONS EXCEPT FOR RATIO OF EARNINGS TO FIXED CHARGES)
<TABLE>
<CAPTION>
Six Months Year Ended September 30
Ended March ----------------------------------------------------------------
31, 1998 1997 1996 1995 1994 1993
-------------- ------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Income Before Income Taxes and
Cumulative Effect of Accounting
Changes $ 220.6 $ 422.6 $ 393.7 $ 349.6 $ 296.2 $ 222.9
Undistributed (Earnings)/Losses of
Less than 50%-Owned Companies
Carried at Equity - - - - - 0.2
Net Capitalized Interest (0.1) 3.5 4.5 7.2 5.7 3.3
Fixed Charges 38.7 72.1 75.8 80.5 84.0 90.9
======== ======== ========== =========== =========== ============
Earnings as Adjusted $ 259.2 $ 498.2 $ 474.0 $ 437.3 $ 385.9 $ 317.3
======== ======== ========== =========== =========== ============
Fixed Charges:
Interest Cost (1) $ 31.4 $ 57.6 $ 59.5 $ 64.7 $ 68.4 $ 74.9
Interest Allocable to Rents (2) 7.0 14.0 15.0 15.3 15.0 15.5
Amortization of Debt Expense 0.3 0.5 1.3 0.5 0.6 0.5
======== ======== ========== =========== =========== ============
Fixed Charges $ 38.7 $ 72.1 $ 75.8 $ 80.5 $ 84.0 $ 90.9
======== ======== ========== =========== =========== ============
Ratio of Earnings to Fixed Charges 6.70 6.91 6.25 5.43 4.59 3.49
======== ======== ========== =========== =========== ============
</TABLE>
(1) Includes interest expense and interest capitalized in accordance with
FASB Statement No. 34.
(2) Represents an appropriate portion of rental expense.
<TABLE> <S> <C>
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<ARTICLE> 5
<LEGEND>
This schedule contains restated summary financial information extracted from
the Company's Consolidated Financial Statements for such periods and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1000
<S> <C> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS 12-MOS
<FISCAL-YEAR-END> SEP-30-1997 SEP-30-1996 SEP-30-1995
<PERIOD-END> SEP-30-1997 SEP-30-1996 SEP-30-1995
<CASH> 112,639 135,151 198,506
<SECURITIES> 28,316 29,949 41,495
<RECEIVABLES> 624,418 608,369 598,139
<ALLOWANCES> 28,733 28,056 25,046
<INVENTORY> 438,337 402,482 408,635
<CURRENT-ASSETS> 1,312,609 1,276,841 1,327,518
<PP&E> 2,549,828 2,462,235 2,423,080
<DEPRECIATION> 1,299,123 1,218,087 1,142,049
<TOTAL-ASSETS> 3,080,252 2,889,752 2,999,505
<CURRENT-LIABILITIES> 678,197 766,122 720,035
<BONDS> 665,449 468,223 557,594
<COMMON> 167,245 170,484 170,698
0 0 0
51,111 52,927 54,713
<OTHER-SE> 1,167,077 1,101,772 1,172,974
<TOTAL-LIABILITY-AND-EQUITY> 3,080,252 2,889,752 2,999,505
<SALES> 2,810,523 2,769,756 2,712,525
<TOTAL-REVENUES> 2,810,523 2,769,756 2,712,525
<CGS> 1,413,311 1,429,177 1,436,358
<TOTAL-COSTS> 1,413,311 1,429,177 1,436,358
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 3,289 6,209 4,943
<INTEREST-EXPENSE> 51,134 54,162 60,628
<INCOME-PRETAX> 422,640 393,676 349,578
<INCOME-TAX> 122,566 110,229 97,882
<INCOME-CONTINUING> 300,074 283,447 251,696
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 300,074 283,447 251,696
<EPS-PRIMARY> 2.42 2.21 1.85
<EPS-DILUTED> 2.30 2.11 1.79
</TABLE>
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Exhibit 99.1
During 1997 the Financial Accounting Standards Board issued Financial Accounting
Standards ("SFAS") No. 128, "Earnings per Share" which is effective for the
Company beginning with the first quarter of fiscal 1998. SFAS No. 128 replaces
the previously reported primary and fully diluted earnings per share with basic
and diluted earnings per share. Following are restated earnings per share
amounts for prior periods computed in compliance with SFAS No. 128.
<TABLE>
<CAPTION>
Selected Financial Data: Amounts in thousands, except per share data
Years ended September 30 1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
Earnings (Loss) Per Share
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<S> <C> <C> <C> <C> <C> <C>
Basic Earnings (Loss) Per Share:
Income Before Cumulative Effect of
Accounting Changes $ 2.42 $ 2.21 $ 1.85 $ 1.55 $ 1.38 $ 1.31
Cumulative Effect of Accounting Changes - - - - (0.93) -
Net Income $ 2.42 $ 2.21 $ 1.85 $ 1.55 $ 0.45 $ 1.31
Diluted Earnings (Loss) Per Share:
Income Before Cumulative Effect of
Accounting Changes $ 2.30 $ 2.11 $ 1.79 $ 1.51 $ 1.35 $ 1.27
Cumulative Effect of Accounting Changes - - - - (0.90) -
Net Income $ 2.30 $ 2.11 $ 1.79 $ 1.51 $ 0.45 $ 1.27
Average Common Shares Outstanding 122,615 126,709 134,144 144,474 151,666 151,353
Average Common and Common Equivalent
Shares Outstanding - Assuming Dilution 129,793 133,823 140,175 149,309 156,604 156,721
Reconciliation between the calculation of basic
and diluted earnings per share:
1997 1996 1995
---- ---- ----
Income Before Cumulative Effect of Accounting Changes $ 300,074 $ 283,447 $ 251,696
Less: Preferred Stock Dividends (3,365) (3,484) (3,596)
-------- -------- --------
Income Before Cumulative Effect of Accounting Changes
Applicable to Common Shareholders 296,709 279,963 248,100
Cumulative Effect of Accounting Changes, Net of Taxes - - -
-------- -------- --------
Income Available to Common Shareholders 296,709 279,963 248,100
Preferred Stock Dividends - Using the "If Converted" Method 3,365 3,484 3,596
Additional ESOP Contribution - Using the "If Converted" Method (1,124) (1,288) (1,419)
-------- -------- --------
Income Available to Common Shareholders After Assumed
Conversions $ 298,950 $ 282,159 $ 250,277
======== ======== ========
Average Common Shares Outstanding 122,615 126,709 134,144
Dilutive Stock Equivalents from Stock Plans 4,406 4,243 3,063
Shares Issuable Upon Conversion of Preferred Stock 2,772 2,871 2,968
Average Common and Common Equivalent -------- -------- --------
Shares Outstanding - Assuming Dilution 129,793 133,823 140,175
======== ======== ========
Quarterly Financial Data:
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1st 2nd 3rd 4th Year
1997
Basic Earnings Per Share $0.46 $0.67 $0.57 $0.72 $2.42
Diluted Earnings Per Share 0.44 0.63 0.54 0.69 2.30
1996
Basic Earnings Per Share $0.34 $0.58 $0.61 $0.69 $2.21
Diluted Earnings Per Share 0.33 0.55 0.58 0.66 2.11
</TABLE>
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Exhibit 99.2
NEWS INFORMATION
Becton Dickinson and Company
1 Becton Drive
Franklin Lakes, NJ 07417
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BECTON
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DICKINSON
REFER TO: R. Jasper: 201-847-7160
RELEASE DATE: May 19, 1998
BECTON DICKINSON AND COMPANY ANNOUNCES RESTRUCTURING
PLAN, ONE-TIME CHARGES FOR THIRD FISCAL QUARTER
FRANKLIN LAKES, NJ - MAY 19, 1998 - Becton Dickinson and Company
(NYSE:BDX) announced today that its Board of Directors has approved a plan to
restructure certain manufacturing and administrative activities. This plan,
coupled with previously announced initiatives, is expected to result in
approximately $120 million in restructuring, one-time, and other charges. The
charges will be primarily included in the company's results for the third fiscal
quarter which ends on June 30, 1998. This approved plan of action is part of the
company's ongoing efforts to improve the effectiveness and responsiveness of its
manufacturing, selling and administrative operations. Implementation of the
restructuring plan will be completed by the end of 1999. The company said that
excluding the $120 million in pre-tax charges, it is comfortable with consensus
earnings per share expectations, which are in the $2.70 - $2.75 range.
Clateo Castellini, chairman, president and chief executive officer,
said: "We have developed this plan to support our program to double the size of
the company by 2002. It will also benefit our performance beginning next year.
Achieving our growth aspiration,
... more
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Helping All People Live Healthy Lives
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while maintaining 15 percent earnings per share growth is crucial if we are to
continue to provide a proper return to our shareholders as we transform Becton
Dickinson for its second century."
A one-time charge of $83 million will appear as a separate line item on the
company's third quarter income statement. It will include provisions for:
. Restructuring certain of its manufacturing operations, including
costs associated with plant realignment of operations, and asset
disposals;
. Asset write-offs, primarily goodwill, associated with previous
acquisitions in the company's diagnostic segment.
The company also disclosed other charges associated with the
implementation of its Genesis program. This program is a company-wide business
systems upgrade targeted for implementation beginning in 1999. Genesis is
expected to yield significant benefits from efficiencies in inventory management
administration, manufacturing and customer service. Certain costs associated
with the reengineering aspects of this program will be charged to selling and
administrative expenses, as incurred, and will approximate $11 million per
quarter for the balance of fiscal 1998.
Reporting on the integration of its recent acquisition of the
medical device business of the Ohmeda Division of The BOC Group, the company
said it will record an expense of approximately $12 million primarily in the
third fiscal quarter to reflect costs associated with integrating the Ohmeda
business.
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This press release may contain certain forward looking statements regarding the
Company's future performance, including future revenues, products and income,
which are based upon current expectations of the Company and involve a number of
business risks and uncertainties. Factors that could cause actual results to
vary materially from any forward looking statement include competitive factors,
changes in regional, national or foreign economic conditions, changes in
interest of foreign currency exchange rates, delays in product introductions,
and changes in health care or other governmental regulation, as well as other
factors discussed in the Company's filings with the Securities and Exchange
Commission.
