<PAGE>
FILED PURSUANT TO
RULE NO. 424(b)(5)
REGISTRATION NOS. 333-23559
333-38193
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 29, 1998
LOGO BECTON
DICKINSON
$200,000,000
BECTON, DICKINSON AND COMPANY
6.70% DEBENTURES DUE AUGUST 1, 2028
--------------
Interest on the Debentures is payable on February 1 and August 1 of each
year, commencing February 1, 1999. The Debentures are not redeemable prior to
maturity and will not be entitled to any sinking fund. See "Description of
Debentures". The Debentures will be represented by one global Debenture
registered in the name of the nominee of The Depository Trust Company.
Beneficial interests in the global Debenture will be shown on, and transfers
thereof will be effected only through, records maintained by DTC and its
participants. Except as described herein, Debentures in certificated form will
not be issued. The Debentures will be issued only in denominations of $1,000
and integral multiples thereof. The Debentures will trade and settle in
immediately available funds. All payments of principal, premium, if any, and
interest will be made by the Company in immediately available funds.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO
WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
--------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
----------------- ------------ -------------
<S> <C> <C> <C>
Per Debenture...................... 99.667% 0.875% 98.792%
Total.............................. $199,334,000 $1,750,000 $197,584,000
</TABLE>
- -------
(1) Plus accrued interest, if any, from August 3, 1998.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deduction of expenses payable by the Company estimated at $160,000.
--------------
The Debentures offered hereby are offered by the Underwriters, as specified
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that the Debentures will
be ready for delivery in book-entry form only through the facilities of DTC in
New York, New York on or about August 3, 1998, against payment therefor in
immediately available funds.
GOLDMAN, SACHS & CO.
CHASE SECURITIES INC.
CITICORP SECURITIES, INC.
--------------
The date of this Prospectus Supplement is July 29, 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE DEBENTURES,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH
DEBENTURES, AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE
OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".
USE OF PROCEEDS
Becton, Dickinson and Company (the "Company") intends to use the net
proceeds received from the sale of the Debentures offered hereby to repay a
portion of its outstanding commercial paper, which in the aggregate had a
weighted average interest rate of 5.59% per annum as of July 13, 1998. Pending
application of the net proceeds, such proceeds may be invested in short-term
interest-bearing securities.
DESCRIPTION OF DEBENTURES
The following description of the particular terms of the Debentures offered
hereby (referred to in the Prospectus as "Offered Debt Securities")
supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of Debt Securities set forth
in the Prospectus, to which description reference is hereby made.
GENERAL
The Company's 6.70% Debentures due August 1, 2028 (the "Debentures") will be
limited to an aggregate principal amount of $200,000,000 and will mature on
August 1, 2028. The Debentures will bear interest from August 3, 1998 or from
the most recent Interest Payment Date to which interest has been paid or
provided for, payable annually on each February 1 and August 1, beginning
February 1, 1999, to the persons in whose names the Debentures or any
predecessor Debentures are registered at the close of business on the
preceding January 15 and July 15, respectively, except that in the case of a
global Debenture representing Debentures, such payment will be made in
accordance with arrangements then in effect among the Company, the Trustee and
the depositary. The Debentures will not be redeemable at the option of either
the Company or the holders thereof and will not be entitled to any sinking
fund. The Debentures will be issued in registered form, in denominations of
$1,000 and integral multiples thereof. The covenants contained in the
Indenture would not necessarily afford holders of the Debentures protection in
the event of a highly leveraged or other transaction involving the Company
that may adversely affect holders of the Debentures.
BOOK-ENTRY SYSTEM
The Debentures will be issued only in book-entry form through the facilities
of The Depository Trust Company ("DTC"), and will be in denominations of
$1,000 and integral multiples thereof. Transfers or exchanges of beneficial
interests in Debentures in book-entry form may be effected only through a
participating member of DTC. Under certain limited circumstances, Debentures
may be issued in certificated form in exchange for the global Debenture. See
"Description of Debt Securities--Global Debt Securities" in the Prospectus
accompanying this Prospectus Supplement. In the event that Debentures are
issued in certificated form, such Debentures may be transferred or exchanged
at the offices described in the immediately following paragraph.
Payments on Debentures issued in book-entry form will be made to DTC. In the
event Debentures are issued in certificated form, principal, premium, if any,
and interest will be payable, the transfer of the Debentures will be
registrable and Debentures will be exchangeable for Debentures bearing
S-2
<PAGE>
identical terms and provisions at the office of the Trustee, currently located
at 450 West 33rd Street, 15th floor, New York, New York 10001, provided that
payment of interest may be made at the option of the Company by check mailed
to the address of the person entitled thereto.
Payment of principal of, and interest and premium, if any, on, Debentures
registered in the name of DTC or its nominee will be made to DTC or its
nominee, as the case may be, as the registered owner of the global Debenture
representing such Debentures. The Company has been informed by DTC that its
nominee will be Cede & Co. ("CEDE"). Accordingly, CEDE is expected to be the
initial registered holder of the Debentures.
NONE OF THE COMPANY, THE TRUSTEE, OR ANY OTHER AGENT OF THE COMPANY OR THE
TRUSTEE WILL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ASPECT OF THE
RECORDS RELATING TO OR PAYMENTS MADE ON ACCOUNT OF BENEFICIAL OWNERSHIP
INTERESTS IN THE GLOBAL DEBENTURE REPRESENTING THE DEBENTURES OR FOR
MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO SUCH BENEFICIAL
OWNERSHIP INTERESTS, AS SUCH RECORDS OR PAYMENT PROCEDURES ARE MORE FULLY
DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
RECENT DEVELOPMENTS
On April 3, 1998, the Company acquired the Medical Devices Division ("MDD")
of Ohmeda, the health care business of the BOC Group, for approximately
$452,000,000. MDD is a leading European marketer of intravenous catheters for
infusion therapy. The acquisition of MDD was funded primarily through the
issuance of short-term debt obligations, a portion of which will be repaid
with the proceeds from the sale of the Debentures offered hereby. See "Use of
Proceeds".
On May 19, 1998, the Company announced that its Board of Directors had
approved a plan to restructure certain manufacturing and administrative
activities. The plan, coupled with previously announced initiatives, resulted
in approximately $117,000,000 in restructuring, one-time, and other pre-tax
charges for the third quarter of the 1998 fiscal year, and is expected to
result in approximately $25,000,000 additional pre-tax charges in the fourth
quarter of the 1998 fiscal year. This 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. Also included in the
third quarter's results was a one-time charge of approximately $30,000,000 for
in-process research and development in connection with the acquisition of MDD.
S-3
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data for each of the five
years in the period ended September 30, 1997 are derived from the audited
consolidated financial statements of the Company and its subsidiaries, with
the exception of the ratio of earnings to fixed charges which for each of the
periods presented is unaudited. The selected consolidated financial data as of
March 31, 1998 and for the six month periods ended March 31, 1998 and 1997 are
derived from unaudited condensed consolidated financial statements. The
unaudited financial statements include all adjustments, consisting of normal
recurring accruals, which in the opinion of management of the Company are
considered necessary for a fair presentation of the financial position and the
results of operations for these periods. Operating results for the six month
period ended March 31, 1998 are not necessarily indicative of the results that
may be expected for the year ending September 30, 1998. The data should be
read in conjunction with the consolidated financial statements, related notes
and other financial information incorporated by reference herein. See
"Incorporation of Certain Documents by Reference".
<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS
ENDED MARCH 31, YEAR ENDED SEPTEMBER 30,
--------------------- ------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Revenues................ $1,440,073 $1,355,006 $2,810,523 $2,769,756 $2,712,525 $2,559,461 $2,465.405
Gross Profit............ 721,190 659,200 1,397,212 1,340,579 1,276,167 1,159,827 1,097,003
Interest Expense, Net... 21,668 18,010 39,373 37,409 42,833 47,624 53,412
Income Before Cumulative
Effect of Accounting
Changes................ 156,656 140,779 300,074 283,447 251,696 227,174 212,840
Earnings Per Share--
Before Cumulative
Effect of Accounting
Changes:
Basic................... 1.27 1.13 2.42 2.21 1.85 1.55 1.38
Diluted................. 1.21 1.08 2.30 2.11 1.79 1.51 1.35
Earnings Per Share--
Net Income
Basic (A)............... 1.27 1.13 2.42 2.21 1.85 1.55 .45
Diluted (A)............. 1.21 1.08 2.30 2.11 1.79 1.51 .45
Dividends Per Share..... .29 .26 .52 .46 .41 .37 .33
Ratio of Earnings to
Fixed Charges (B)...... 6.70 -- 6.91 6.25 5.43 4.59 3.49
Balance Sheet Data at
Period End:
Working Capital......... $ 558,891 -- $ 634,412 $ 510,719 $ 607,483 $ 648,230 $ 514,680
Total Assets............ 3,172,606 -- 3,080,252 2,889,752 2,999,505 3,159,533 3,087,565
Short-Term Debt
(including current
portion of long-term
debt).................. 233,840 -- 132,440 227,424 205,799 173,228 206,763
Long-Term Debt.......... 564,207 -- 665,449 468,223 557,594 669,157 680,581
Shareholders' Equity.... 1,487,088 -- 1,385,433 1,325,183 1,398,385 1,481,694 1,456,953
</TABLE>
- -------
(A) In 1993, Basic and Diluted Earnings Per Share--Net Income includes a $.93
and $.90 per share charge, respectively, ($141,057), net of taxes, related
to the adoption of Statements of Financial Accounting Standards No. 106,
Employers' Accounting for Postretirement Benefits Other than Pensions; No.
112, Employers' Accounting for Postemployment Benefits; and No. 109,
Accounting for Income Taxes.
(B) Earnings used to compute this ratio are earnings before income taxes and
cumulative effect of accounting changes and before fixed charges
(excluding, for purposes of such computation, interest capitalized during
the period) and after excluding undistributed earnings and losses of
minority-owned affiliates. Fixed charges consist of interest, whether
expensed or capitalized, amortization of debt discount and expense, and
the portion of rental expense representative of an interest factor.
S-4
<PAGE>
The following schedule represents consolidated capsule financial data of the
Company for the three and nine month periods ended June 30, 1998 and 1997 as
communicated in its press release on July 21, 1998.
<TABLE>
<CAPTION>
(UNAUDITED) (UNAUDITED)
NINE MONTHS THREE MONTHS
ENDED JUNE 30 ENDED JUNE 30
--------------------- ------------------
1998 1997 1998 1997
---------- ---------- -------- --------
<S> <C> <C> <C> <C>
Capsule Income Statement Data:
Revenues............................ $2,273,634 $2,061,545 $833,561 $706,539
Net Income (Loss)................... 146,671 210,927 (9,985) 70,148
Earnings (Loss) Per Share
Basic............................... 1.18 1.70 (.09) .57
Diluted............................. 1.12 1.62 (.09) .54
</TABLE>
S-5
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
and the related Pricing Agreement, the Company has agreed to sell to each of
the Underwriters named below, and each of such Underwriters has severally
agreed to purchase, the principal amount of the Debentures set forth opposite
its name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER DEBENTURES
----------- ------------
<S> <C>
Goldman, Sachs & Co. .......................................... $160,000,000
Chase Securities Inc........................................... 20,000,000
Citicorp Securities, Inc. ..................................... 20,000,000
------------
Total........................................................ $200,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement and the Pricing
Agreement, the Underwriters are committed to take and pay for all of the
Debentures, if any are taken.
The Underwriters propose to offer the Debentures in part directly to the
public at the public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of 0.50% of the principal amount of the Debentures. The
Underwriters may allow, and such dealers may reallow, a concession not to
exceed 0.25% of the principal amount of the Debentures to certain brokers and
dealers. After the Debentures are released for sale to the public, the
offering price and other selling terms may from time to time be varied by the
Underwriters.
In connection with the offering, the Underwriters may purchase and sell the
Debentures in the open market. These transactions may include over-allotment
and stabilizing transactions and purchases to cover short positions created by
the Underwriters in connection with the offering. Stabilizing transactions
consist of certain bids or purchases for the purpose of preventing or
retarding a decline in the market price of the Debentures, and short positions
created by the Underwriters involve the sale by the Underwriters of a greater
number of Debentures than they are required to purchase from the Company in
the offering. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to broker-dealers in respect of the securities sold in the
offering may be reclaimed by the Underwriters, if such Debentures are
repurchased by the Underwriters in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market price of the
Debentures, which may be higher than the price that might otherwise prevail in
the open market; and these activities, if commenced, may be discontinued at
any time. These transactions may be effected in the over-the-counter market or
otherwise.
The Debentures are a new issue of securities with no established trading
market. The Company has been advised by the Underwriters that they intend to
make a market in the Debentures but are not obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for the Debentures.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
Certain of the Underwriters or their affiliates have engaged from time to
time and may in the future engage in various general financing and banking
transactions with the Company. The Chase Manhattan Bank, the Trustee, is an
affiliate of Chase Securities, Inc.
S-6
<PAGE>
BECTON, DICKINSON AND COMPANY
DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES
----------------
Becton, Dickinson and Company (the "Company") from time to time may offer,
at an aggregate initial offering price not to exceed $500,000,000, its
unsecured debt securities consisting of debentures, notes or other unsecured
evidences of indebtedness (the "Debt Securities") and warrants to purchase
Debt Securities (the "Warrants" and, together with the Debt Securities, the
"Securities"). The Debt Securities and Warrants may be offered, separately or
together, in separate series, in amounts, at prices and on terms to be
determined at the time of sale and to be set forth in supplements to this
Prospectus (each, a "Prospectus Supplement"). The Company may sell the
Securities to or through underwriters, and also may sell the Securities
directly to other purchasers or through agents. See "Plan of Distribution."
The terms of the Securities, including with respect to the Debt Securities,
the specific designation, aggregate principal amount, denominations, maturity,
rate (which may be fixed or variable) and time of payment of interest, if any,
and terms for redemption, and, with respect to any Warrants, where applicable,
the offering price, exercise price, duration and detachability, and the names
and compensation of any underwriters or agents and the other terms in
connection with the offering and sale of the Securities in respect of which
this Prospectus is being delivered, will be set forth in the Prospectus
Supplement relating to such Securities. As used herein, Securities shall
include securities denominated in United States dollars or, at the option of
the Company, if so specified in the applicable Prospectus Supplement, in any
other currency, including composite currencies. This Prospectus may not be
used to consummate sales of Securities unless accompanied by the Prospectus
Supplement applicable to the Securities being sold.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
THE DATE OF THIS PROSPECTUS IS JULY 29, 1998
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE SECURITIES IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THEREOF OR THAT INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
----------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES,
INCLUDING OVERALLOTMENT, STABILIZING AND SHORT COVERING TRANSACTIONS IN SUCH
SECURITIES, AND THE IMPOSITION OF A PENALTY BID, DURING AND AFTER THE
OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices located at 7 World Trade Center, Suite 1300, New York, New
York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials can also be obtained upon written request from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a World
Wide Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of the site is http://www.sec.gov. The Company's
Common Stock is listed on the New York Stock Exchange, and reports, proxy
statements and other information concerning the Company can also be inspected
and copied at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
This Prospectus does not contain all of the information contained in the
Registration Statement filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), and reference is
hereby made to the Registration Statement and to the exhibits thereto for
further information with respect to the Company and the Securities offered
hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which are on file with the Commission pursuant to
the Exchange Act (File No. 1-4802), are incorporated herein by reference and
made a part hereof:
(a) The Company's most recently filed Annual Report on Form 10-K;
(b) The Company's Quarterly Reports on Form 10-Q filed since the end of
the Company's fiscal year covered by its most recent Annual Report on Form
10-K;
1
<PAGE>
(c) The Company's Current Reports on Form 8-K filed since the end of the
Company's fiscal year covered by its most recent Annual Report on Form 10-
K; and
(d) All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, filed since the end of the
Company's fiscal year covered by its most recent Annual Report on Form 10-K
and prior to the termination of the offering of the Securities hereunder.
Any statement contained in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified shall not be deemed
to constitute a part of this Prospectus except as so modified, and any
statement so superseded shall not be deemed to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any and all of the
documents incorporated herein by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference
into such documents). Requests for such copies should be directed to the
Secretary, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New
Jersey 07417-1880, telephone (201) 847-6800.
THE COMPANY
The Company was incorporated under the laws of the State of New Jersey in
November 1906, as successor to a New York business started in 1897. Its
executive offices are located at 1 Becton Drive, Franklin Lakes, New Jersey
07417-1880 and its telephone number is (201) 847-6800. All references herein
to the "Company" refer to Becton, Dickinson and Company and its domestic and
foreign subsidiaries unless otherwise indicated by the context.
The Company is engaged principally in the manufacture and sale of a broad
line of medical supplies and devices and diagnostic systems used by health
care professionals, medical research institutions and the general public. The
Company's operations are comprised of two worldwide business segments, Medical
Supplies and Devices ("Medical") and Diagnostic Systems ("Diagnostic").
The major products in the Company's Medical segment are hypodermic products,
specially designed devices for diabetes care, prefillable drug delivery
systems, infusion therapy products and specialty and surgical blades. The
Medical segment also includes specialty needles, disposable scrubs, elastic
support products and thermometers.
The major products in the Company's Diagnostic segment are clinical and
industrial microbiology products, sample collection products, flow cytometry
systems for cellular analysis, tissue culture labware, hematology instruments
and other diagnostic systems, including immunodiagnostic test kits.
The Company's products are manufactured and sold worldwide. The principal
markets for the Company's products outside of the United States are Europe,
Japan, Mexico, Asia Pacific, Canada and Brazil. The principal products sold by
the Company outside the United States are hypodermic needles and syringes,
diagnostic systems, VACUTAINER(R) brand sample collection products, HYPAK(R)
brand prefillable syringe systems and infusion therapy products. The Company
has manufacturing operations in Australia, Brazil, China, France, Germany,
Ireland, Japan, Mexico, Singapore, Spain, the United Kingdom and the United
States, and in 1996 commenced construction of a hypodermic syringe
manufacturing facility in India.
The Company's products and services are marketed in the United States both
through independent distribution channels and directly to end-users. The
Company's products are marketed outside of the United States through
independent distributors and sales representatives, and in some markets
directly to end-users.
2
<PAGE>
USE OF PROCEEDS
Except as may be set forth in the Prospectus Supplement with respect to any
Securities, the net proceeds to the Company from the sale of the Securities
offered hereby will be added to the general funds of the Company and may be
used to repay outstanding debt and to meet capital expenditure and working
capital requirements. The Company has not allocated a specific portion of the
net proceeds for any particular use at this time. Pending application of the
net proceeds, such proceeds may be invested in marketable securities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for the periods indicated.
<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED SEPTEMBER 30,
ENDED ------------------------
MARCH 31, 1998 1997 1996 1995 1994 1993
-------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges
(unaudited)........................... 6.70 6.91 6.25 5.43 4.59 3.49
</TABLE>
Earnings used to compute this ratio are earnings before income taxes and the
cumulative effect of accounting changes and before fixed charges (excluding,
for purposes of such computation, interest capitalized during the period) and
after excluding undistributed earnings and losses of minority-owned
affiliates. Fixed charges consist of interest, whether expensed or
capitalized, amortization of debt discount and expense and the portion of
rental expense representative of an interest factor.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement
and the extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating
to such Debt Securities.
The Debt Securities are to be issued under an Indenture, dated as of March
1, 1997 (the "Indenture"), between the Company and The Chase Manhattan Bank,
as Trustee (the "Trustee") (a copy of which is filed with the Commission as an
exhibit to the Registration Statement of which this Prospectus is a part). The
following summaries of certain provisions of the Indenture do not purport to
be complete and are subject to, and are qualified in their entirety by
reference to, all of the provisions of the Indenture, including the
definitions therein of certain terms capitalized in this Prospectus. Wherever
particular provisions or defined terms of the Indenture are referred to, such
provisions or defined terms are incorporated herein by reference.
GENERAL
The Debt Securities will be unsecured and unsubordinated obligations of the
Company. The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provides that Debt Securities
may be issued thereunder from time to time in one or more series.
The Debt Securities will be issued in registered form without coupons unless
otherwise provided in a supplemental indenture or Board Resolution (Section
2.03). Unless otherwise provided in a Prospectus Supplement, principal (unless
the context otherwise requires, "principal" includes premium,
3
<PAGE>
if any) of and any interest on the Debt Securities will be payable, and the
Debt Securities will be exchangeable and transfers thereof will be
registrable, at an office or agency designated for the Debt Securities,
provided that, at the option of the Company, payment of interest may be made
by check to the address of the Person entitled thereto as it appears in the
Security Register (Sections 2.04 and 2.06). Subject to the limitations
provided in the Indenture, such services will be provided without charge,
other than any tax or other governmental charge payable in connection
therewith. (Section 2.06)
Reference is made to the Prospectus Supplement for the following terms of
the Debt Securities of each series offered thereby (to the extent such terms
are applicable to such Debt Securities): (a) the designation of the Debt
Securities of the series; (b) any limit upon the aggregate principal amount of
the Debt Securities of the series and any limitation on the ability of the
Company to increase such aggregate principal amount after the initial issuance
of such Debt Securities; (c) any date on which the principal of the Debt
Securities of the series is payable (which date may be fixed or extendible);
(d) any rate (which may be fixed or variable) per annum at which any Debt
Securities of the series shall bear interest, any interest accrual, payment
and record dates and/or any method by which any such rate or date shall be
determined; (e) if other than as provided in the Indenture, any place where
principal of and interest on Debt Securities of the series shall be payable,
where Debt Securities of the series may be surrendered for exchange, where
notices or demands may be served and where notice to Holders may be published
and any time of such payment at any place of payment; (f) any right of the
Company to redeem Debt Securities of the series and any terms thereof; (g) any
obligation of the Company to redeem, purchase or repay Debt Securities of the
series and any terms thereof; (h) if other than denominations of $1,000 and
any integral multiple thereof, the denominations in which Debt Securities of
the series shall be issuable; (i) if other than the principal amount thereof,
the portion of the principal amount of Debt Securities of the series which
shall be payable upon declaration of acceleration of the maturity thereof; (j)
if other than the coin or currency in which the Debt Securities of the series
are denominated, the coin or currency in which payment of the principal of or
interest on the Debt Securities of the series shall be payable or, if the
amount of any payments of principal of and/or interest on the Debt Securities
of the series may be determined with reference to an index based on a coin or
currency other than that in which the Debt Securities of the series are
denominated, the manner in which such amounts shall be determined; (k) if
other than the currency of the United States of America, the currency or
currencies, including composite currencies, in which payment of the principal
of and interest on the Debt Securities of the series shall be payable, and the
manner in which any such currencies shall be valued against other currencies
in which any other Debt Securities shall be payable; (l) any obligation of the
Company to pay additional amounts on the Debt Securities of the series in
respect of any tax, assessment or governmental charge withheld or deducted and
any right of the Company to redeem such Debt Securities rather than pay such
additional amounts; (m) any provisions for the Debt Securities of the series
to be issued in bearer form, with or without coupons, and if the Debt
Securities of the series are to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary Debt Security of such series)
only upon receipt of certain certificates or other documents or satisfaction
of other conditions, the form and terms of such certificates, documents or
conditions; (n) if other than the Person acting as Trustee, any Agent acting
with respect to the Debt Securities of the series; (o) any provisions for the
defeasance of any Debt Securities of the series in addition to, in
substitution for or in modification of the provisions described in "Defeasance
and Covenant Defeasance;" (p) the identity of any Depositary for Registered
Global Securities of the series other than The Depository Trust Company and
any circumstances other than those described in "Global Securities" in which
any Person may have the right to obtain Debt Securities in exchange therefor;
(q) any provisions for Events of Default applicable to any Debt Securities of
the series in addition to, in substitution for or in modification of those
described in "Events of Default;" (r) any provision for covenants applicable
to any Debt Securities of the series in addition to, in substitution for or in
modification of those described in "Covenants;" and (s) any other terms of the
Debt Securities of the series not inconsistent with the Indenture (Section
2.03).
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Debt Securities may be issued under the Indenture as Original Issue Discount
Securities to be offered and sold at a substantial discount from the principal
amount thereof. If any Debt Securities are Original Issue Discount Securities,
special federal income tax, accounting and other considerations applicable
thereto will be described in the Prospectus Supplement relating thereto.
"Original Issue Discount Security" means any security which provides for an
amount less than the principal amount thereof to be due and payable upon the
declaration of acceleration of the maturity thereof upon the occurrence of an
Event of Default and the continuation thereof. (Section 1.01)
GLOBAL SECURITIES
The Debt Securities of each series may be issued in the form of one or more
fully registered global Debt Securities (each a "Registered Global Security")
registered in the name of The Depository Trust Company (the "Depositary") or a
nominee thereof, unless otherwise established for the Debt Securities of such
series. Except as described in a Prospectus Supplement hereto, Debt Securities
in definitive form will not be issued. Unless and until a Registered Global
Security is exchanged in whole or in part for Debt Securities in definitive
form, it may not be registered for transfer or exchange except as a whole by
the Depositary for such Registered Global Security to a nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. (Section 2.06)
Upon the issuance of any Registered Global Security, and the deposit of such
Registered Global Security with or on behalf of the Depositary, the Depositary
will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such
Registered Global Security to the accounts of institutions ("participants")
entitled thereto that have accounts with the Depositary designated by the
underwriters or their agents engaging in any distribution of the Debt
Securities. Ownership of beneficial interests in a Registered Global Security
will be limited to participants or Persons that may hold interests through
participants. Ownership of beneficial interests by participants in a
Registered Global Security will be shown on, and the transfer of such
beneficial interests will be effected only through, records maintained by the
Depositary or by its nominee. Ownership of beneficial interests in a
Registered Global Security by Persons that hold through participants will be
shown on, and the transfer of such beneficial interests within such
participants will be effected only through, records maintained by such
participants. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of such securities in certificated form.
The foregoing limitations and such laws may impair the ability to own,
transfer or pledge beneficial interests in Registered Global Securities.
As long as the Depositary, or its nominee, is the registered owner of a
Registered Global Security, the Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Debt Securities
represented by such Registered Global Security for all purposes under the
Indenture. Except as specified below, owners of beneficial interests in a
Registered Global Security will not be entitled to have Debt Securities
represented by such Registered Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt Securities in
certificated form and will not be considered the Holders thereof for any
purposes under the Indenture (Section 2.06). Accordingly, each Person owning a
beneficial interest in a Registered Global Security must rely on the
procedures of the Depositary and, if such Person is not a participant, on the
procedures of the participant through which such person owns its interest, to
exercise any rights of a holder of Debt Securities under the Indenture. The
Depositary may grant proxies and otherwise authorize participants to give or
take any request, demand, authorization, direction, notice, consent, waiver or
other action which a holder of Debt Securities is entitled to give or take
under the Indenture. The Company understands that, under existing industry
practices, if the Company requests any action of holders of Debt Securities or
any owner of a beneficial interest in a Registered Global Security desires to
give any notice or take any action a holder of Debt Securities is entitled to
give or take under the Indenture,
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the Depositary would authorize the participants holding the relevant
beneficial interests to give such notice or take such action, and such
participants would authorize the beneficial owners owning through such
participants to give such notice or take such action or would otherwise act
upon the instructions of the beneficial owners owning through them.
The Depositary or a nominee thereof, as holder of record of a Registered
Global Security, will be entitled to receive payments of principal and
interest for payment to beneficial owners in accordance with customary
procedures established from time to time by the Depositary. On the date
hereof, the agent for the payment, transfer and exchange of the Securities is
the Trustee therefor, acting through its Corporate Trust Office located in the
Borough of Manhattan, The City of New York.
The Company expects that the Depositary, upon receipt of any payment of
principal or interest in respect of a Registered Global Security, will
immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Registered Global Security as shown on the records of the Depositary.
The Company also expects that payments by participants to owners of beneficial
interests in a Registered Global Security held through such participants will
be governed by standing instructions and customary practices, and will be the
responsibility of such participants. None of the Company, the Trustee or any
agent of the Company or the Trustee shall have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests in a Registered Global Security, or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. (Section 2.13)
If the Depositary is at any time unwilling or unable to continue as
Depositary or ceases to be a clearing agency registered or in good standing
under the Exchange Act, and a successor depositary registered as a clearing
agency under the Exchange Act is not appointed by the Company within 90 days,
if the Company determines that Debt Securities shall no longer be maintained
as Registered Global Securities, or, if at any time an Event of Default shall
have occurred and be continuing under the Indenture, the Company will issue
Debt Securities in definitive certificated form in exchange for the Registered
Global Securities. (Section 2.06)
In the event that the book-entry system is discontinued, the following
provisions shall apply. The Trustee or any successor registrar under the
Indenture shall keep a register for the Debt Securities in definitive
certificated form at its Corporate Trust Office. Subject to the further
conditions contained in the Indenture, Debt Securities in definitive
certificated form may be transferred or exchanged for one or more Debt
Securities in different authorized denominations upon surrender thereof at the
Corporate Trust Office of the Trustee or any successor Registrar under the
Indenture by the registered Holders or their duly authorized attorneys. Upon
surrender of any Debt Security to be transferred or exchanged, the Trustee or
any successor registrar under the Indenture shall record the transfer or
exchange in the Security Register and the Company shall issue, and the Trustee
shall authenticate and deliver, new Debt Securities in definitive certificated
form appropriately registered and in appropriate authorized denominations
(Section 2.06). The Trustee shall be entitled to treat the registered Holders
of the Debt Securities in definitive certificated form, as their names appear
in the Security Register as of the appropriate date, as the owners of such
Debt Securities for all purposes under the Indenture. (Section 2.13)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company shall not consolidate or merge with any other Person, sell,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets as an entirety in one transaction or series of
transactions to any Person, or allow another Person to sell, transfer, lease
or otherwise dispose of substantially all of its assets to the Company unless
(a) either (i) the Company shall be the surviving Person or (ii) such Person
shall be a corporation organized and validly existing under the
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laws of the United States of America or any State thereof or the District of
Columbia and shall expressly assume by a supplemental indenture all of the
Company's obligations under the Debt Securities and under the Indenture; (b)
immediately before and after such transaction or each element of such series,
no Default or Event of Default shall have occurred and be continuing; and
(c) certain other conditions are met. Upon any such consolidation, merger,
sale, transfer, lease or other disposition, the successor corporation formed
by such consolidation, or into which the Company is merged, or to which such
sale, transfer, lease or other disposition is made, shall succeed to, and be
substituted for, and may exercise every right and power of the Company under
the Indentures and under the Debt Securities. (Section 5.02)
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to Debt
Securities of any series: (a) failure to pay any installment of interest on
any Debt Security of such series when due and the continuance of such failure
for 30 days; (b) failure to pay the principal of any Debt Security of such
series when due; (c) failure to deposit any sinking fund payment, when due, in
respect of any Debt Security of such series; (d) failure for 60 days after
notice to the Company by the Trustee, or by the Holders of 25% in aggregate
principal amount of the Debt Securities of such series then outstanding, to
perform or observe any other covenant, condition or agreement in the Debt
Securities of such series or in the Indenture (other than a covenant included
in the Indenture solely for the benefit of a series of Debt Securities other
than that series); (e) certain events of bankruptcy, insolvency or
reorganization of the Company; or (f) any other Event of Default established
for the Debt Securities of such series (Section 6.01).
The Indenture provides that, if an Event of Default with respect to the Debt
Securities of any series then outstanding thereunder occurs and is continuing,
then, either the Trustee for or the Holders of not less than 25% in aggregate
principal amount of the Debt Securities of any such affected series then
outstanding (each such series treated as a separate class) by notice in
writing to the Company (and to the Trustee if given by the Holders), may
declare the entire principal (or, if the Debt Securities of any such series
are Original Issue Discount Securities, such portion of the principal amount
as may be established for such series) of all Debt Securities of such affected
series, and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately
due and payable (Section 6.02). However, at any time after a declaration of
acceleration with respect to Debt Securities of any series has been made, but
before a judgment or decree based on such acceleration has been obtained, the
Holders of a majority in principal amount of the Debt Securities of that
series may, under certain circumstances, rescind and annul such declaration.
(Section 6.02)
The Company is required to furnish to the Trustee annually an Officer's
Certificate as to the Company's compliance with all conditions and covenants
under the Indenture. The Company must notify the Trustee within five days of
any Default or Event of Default. (Section 4.06)
The Indenture provides that the Trustee thereunder will, within 60 days
after the occurrence of a Default with respect to the Debt Securities of any
series, give to the Holders of the Debt Securities notice of all Defaults with
respect to such series known to such Trustee, provided that, except in the
case of a Default in payment on the Debt Securities or sinking fund
installment with respect thereto, the Trustee may withhold such notice if and
so long as a Responsible Officer in good faith determines that withholding
such notice is in the interest of the Holders of the Debt Securities (Section
7.05). "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default. (Section 1.01)
The Indenture provides that the holders of a majority in aggregate principal
amount of the then outstanding Debt Securities thereunder, by notice to the
Trustee therefor, may direct the time, method
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and place of conducting any proceeding for any remedy available to such
Trustee, or exercising any trust or power conferred on such Trustee. (Section
6.05)
Subject to the further conditions contained in the Indenture, the holders of
a majority in aggregate principal amount outstanding of the Debt Securities of
any series may waive, on behalf of the holders of all Debt Securities of such
series, any past Default or Event of Default and its consequences except a
Default or Event of Default (a) in the payment of the principal of or
interest, if any, on any Debt Security of such series or (b) in respect of a
covenant or provision of such Indenture which cannot under the terms of the
Indenture be amended or modified without the consent of the holder of each
outstanding Debt Security adversely affected thereby. (Section 6.04)
The applicable Prospectus Supplement will describe any provisions for Events
of Default applicable to the Debt Securities of any series in addition to, in
substitution for, or in modification of, the provisions described above.
CERTAIN COVENANTS OF THE COMPANY
DEFINITIONS
"Attributable Debt" is defined to mean, as to any particular lease, the
total net amount of rent (discounted at a rate per annum equivalent to the
interest rate inherent in such lease, as determined in good faith by the
Company, compounded semiannually) required to be paid during the remaining
term of such lease, including any period for which such lease has been
extended or may, at the option of the lessor, be extended. (Section 1.01)
"Consolidated Net Tangible Assets" is defined as the total amount of assets
of the Company and its Restricted Subsidiaries (less applicable reserves and
other properly deductible items) after deducting (i) all current liabilities
(excluding any liabilities constituting Funded Debt by reason of being
renewable or extendible), (ii) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles, (iii)
investments in and advances to Subsidiaries which are not Restricted
Subsidiaries, and (iv) minority interests in the equity of Restricted
Subsidiaries. (Section 1.01)
"Funded Debt" is defined to mean all indebtedness for borrowed money
maturing more than 12 months after the time of computation thereof, guarantees
of such indebtedness of others (except guarantees of collection arising in the
ordinary course of business), and all obligations in respect of lease rentals
which, under generally accepted accounting principles, are shown on a balance
sheet as a non-current liability. (Section 1.01)
"Principal Property" is defined to mean any building, structure or other
facility (together with the land on which it is erected and fixtures
comprising a part thereof) now owned or hereafter acquired by the Company or
any Restricted Subsidiary and used primarily for manufacturing, processing or
warehousing and located in the United States (excluding its territories and
possessions, but including Puerto Rico), the gross book value (without
deduction of any depreciation reserves) of which is in excess of 2.0% of
Consolidated Net Tangible Assets, other than any such building, structure or
other facility or portion thereof which, in the opinion of the Board of
Directors of the Company, is not of material importance to the total business
conducted by the Company and its Restricted Subsidiaries as an entirety.
(Section 1.01)
"Restricted Subsidiary" is defined to mean any Subsidiary substantially all
of the property and operations of which are located in the United States
(excluding its territories and possessions, but including Puerto Rico), and
which owns or leases a Principal Property, except a Subsidiary which is
primarily engaged in the business of a finance company. (Section 1.01)
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"Subsidiary" is defined to mean a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and by one or
more other Subsidiaries. (Section 1.01)
RESTRICTIONS ON SECURED DEBT
If the Company or any Restricted Subsidiary shall incur, issue, assume or
guarantee any Debt secured by a Mortgage on any Principal Property or on any
shares of stock or Debt of any Restricted Subsidiary, the Company will secure,
or cause such Restricted Subsidiary to secure, the Debt Securities (and, if
the Company so elects, any other Debt of the Company or such Restricted
Subsidiary which is not subordinate to the Debt Securities) equally and
ratably with (or prior to) such secured Debt, unless after giving effect
thereto the aggregate amount of all such Debt so secured, together with all
Attributable Debt of the Company and its Restricted Subsidiaries in respect of
certain sale and leaseback transactions involving Principal Properties, would
not exceed 10% of Consolidated Net Tangible Assets. This restriction will not
apply to, and there shall be excluded in computing secured Debt for the
purpose of such restriction, Debt secured by (a) Mortgages existing on
properties on the date of the Indenture, (b) Mortgages on properties, shares
of stock or Debt existing at the time of acquisition thereof (including
acquisition through merger or consolidation), purchase money Mortgages and
construction Mortgages, (c) Mortgages on property of, or on any shares of
stock or Debt of, any corporation existing at the time such corporation
becomes a Restricted Subsidiary, (d) Mortgages in favor of Federal and State
governmental bodies to secure progress, advance or other payments pursuant to
any contract or provision of any statute, (e) Mortgages in favor of the
Company or a Restricted Subsidiary, (f) Mortgages in connection with the
issuance of certain tax-exempt industrial development bonds, (g) Mortgages
under workers' compensation laws, unemployment insurance laws or similar
legislation, or certain deposits including those to secure statutory
obligations or certain bonds (or pledges or deposits for similar purposes in
the ordinary course of business), or liens imposed by law and certain other
liens or other encumbrances, and (h) subject to certain limitations, any
extension, renewal or replacement of any Mortgage referred to in the foregoing
clauses (a) through (g), inclusive. (Section 4.04)
RESTRICTIONS ON SALE AND LEASEBACKS
Neither the Company nor any Restricted Subsidiary may enter into any sale
and leaseback transaction involving the taking back of a lease, for a period
of three or more years, of any Principal Property, the acquisition, completion
of construction or commencement of full operation of which has occurred more
than 120 days prior thereto, unless (a) the commitment to enter into such sale
and leaseback transaction was obtained during such 120 day period, (b) the
Company or such Restricted Subsidiary could create Debt secured by a Mortgage
on such Principal Property as described under "Restrictions on Secured Debt"
above in an amount equal to the Attributable Debt with respect to such sale
and leaseback transaction without equally and ratably securing the Debt
Securities, (c) the Company, within 120 days after the sale or transfer shall
have been made, applies to the retirement of its Funded Debt an amount (the
"Designated Amount"), subject to credits for certain voluntary retirements of
Funded Debt, equal to the greater of (i) the net proceeds of the sale of such
Principal Property and (ii) the fair market value of such Principal Property,
or (d) the Company or any Restricted Subsidiary, within a period commencing
180 days prior to and ending 180 days after the sale or transfer, has expended
or reasonably expects to expend within such period any monies to acquire or
construct any Principal Property or Properties in which event the Company or
such Restricted Subsidiary may enter into such sale and leaseback transaction,
but (unless certain other conditions are met) only to the extent that the
Designated Amount in respect thereof is less than such monies expended or to
be expended. This restriction will not apply to any sale and leaseback
transactions between the Company and a Restricted Subsidiary or between a
Restricted Subsidiary and another Restricted Subsidiary. (Section 4.05)
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MODIFICATION AND WAIVER
The Indenture contains provisions permitting the Company and the Trustee to
enter into one or more supplemental indentures without the consent of the
holders of Debt Securities in order (a) to evidence the succession of another
corporation to the Company and the assumption of the covenants of the Company
by such successor, (b) to provide for a successor Trustee with respect to the
Debt Securities of all or any series, (c) to establish the forms and terms of
the Debt Securities of any series, (d) to provide for uncertificated or
unregistered Debt Securities, or (e) to cure any ambiguity or correct any
mistake or to make any change that does not materially adversely affect the
legal rights of any holder of the Debt Securities under such Indenture.
(Section 9.01)
The Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of a majority in aggregate principal
amount of the then outstanding Debt Securities of any series, to execute
supplemental indentures adding any provisions to or changing or eliminating
any of the provisions of the Indenture or any supplemental indenture or
modifying the rights of the holders of such Debt Securities, except that no
such supplemental indenture, or any amendment or waiver, may, without the
consent of the holder of each Debt Security, (a) extend the stated maturity of
the principal of, or any sinking fund obligation or any installment of
interest on, such holder's Debt Security, or reduce the principal amount
thereof or the rate of interest thereon (including any amount in respect of
original issue discount), or any premium payable with respect thereto, or
adversely affect the rights of such Holder under any mandatory redemption or
repurchase provision or any right of redemption or repurchase at the option of
the Company or such Holder, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof or the amount thereof provable in
bankruptcy, or change any place of payment where, or the currency in which,
any Debt Security or any premium or the interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or
after the due date therefor, or change the manner of determining any of the
foregoing; (b) reduce the percentage in principal amount of outstanding Debt
Securities of the relevant series, the consent of whose Holders is required
for any such supplemental indenture, for any waiver of compliance with certain
provisions of this Indenture or certain Defaults and their consequences
provided for in this Indenture; (c) waive a Default in the payment of
principal of or interest on any Debt Security of such Holder; (d) change any
obligation of the Company to maintain an office or agency in the places and
for the purposes in the Indenture provided; or (e) modify any of the foregoing
provisions, except to increase any such percentage or to provide that certain
other provisions of the Indenture cannot be modified or waived without the
consent of the Holder of each outstanding Debt Security affected thereby
(Section 9.02). After a supplemental indenture, amendment or waiver becomes
effective, the Company shall mail a notice to the holders of the Debt
Securities affected thereby briefly describing the supplemental indenture,
amendment or waiver. (Section 9.02)
DEFEASANCE AND COVENANT DEFEASANCE
Unless the terms of the Debt Securities of any series provide otherwise, the
Company may elect either (a) to defease and be discharged from any and all
obligations with respect to (i) Debt Securities of any series payable within
one year or (ii) other Debt Securities of any series upon certain conditions
described below (except as otherwise provided in the Indenture) ("defeasance")
or (b) to be released from its obligations with respect to certain covenants
applicable to the Debt Securities of any series ("covenant defeasance"), upon
(or, with respect to defeasance of Debt Securities payable later than one year
from the date of defeasance, on the 91st day after) the deposit with the
Trustee, in trust for such purpose, of money and/or U.S. Government
Obligations which through the payment of principal and interest in accordance
with their terms will provide money in an amount sufficient without
reinvestment to pay the principal of and interest on the Debt Securities and
the satisfaction of certain other conditions set forth in such Indenture. As a
condition to defeasance of any Debt Securities of any series payable later
than one year from the time of defeasance, the Company must deliver to the
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Trustee an Opinion of Counsel (who may be an employee of or counsel for the
Company) or a ruling of the Internal Revenue Service to the effect that
holders of the Debt Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance and will be subject
to Federal income tax on the same amount and in the same manner and at the
same times as would have been the case if such defeasance or covenant
defeasance had not occurred. (Article 8)
The Company may exercise either defeasance option with respect to the Debt
Securities of any series notwithstanding its prior exercise of its covenant
defeasance option with respect thereto. If the Company exercises its
defeasance option, payment of the Debt Securities of any series may not be
accelerated because of a Default or an Event of Default. If the Company
exercises its covenant defeasance option, payment of the Debt Securities of
any series may not be accelerated by reason of an Event of Default with
respect to the covenants to which such covenant defeasance is applicable. If
such acceleration were to occur by reason of another Event of Default, the
realizable value at the acceleration date of the money and U.S. Government
Obligations in the defeasance trust could be less than the principal and
interest then due on the Debt Securities, in that the required deposit in the
defeasance trust is based upon scheduled cash flow rather than market value,
which will vary depending upon interest rates and other factors. The Company
will, however, remain liable for such payments at the time of the
acceleration.
GOVERNING LAW
The Indenture and the Debt Securities are governed by and construed in
accordance with the laws of the State of New York. (Section 10.07)
THE TRUSTEE
The Company maintains a banking relationship with the Trustee.
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt Securities. Warrants
may be issued independently or together with any Debt Securities offered by
any Prospectus Supplement and, if issued together with any Debt Securities,
may be attached to or separate from such Debt Securities.
The following description sets forth certain general terms and provisions of
the Warrants to which any Prospectus Supplement may relate. The particular
terms of the Warrants offered by any Prospectus Supplement and the extent, if
any, to which such general terms may apply to the Warrants so offered will be
described in the Prospectus Supplement relating to such Warrants.
The Offered Warrants (as defined below) are to be issued under Warrant
Agreements (each a "Warrant Agreement") to be entered into between the Company
and a bank or trust company, as Warrant Agent (the "Warrant Agent"), all as
set forth in the Prospectus Supplement relating to the particular issue of
Warrants and shall be evidenced by Warrant Certificates (each a "Warrant
Certificate"). A copy of the forms of Warrant Agreement and Warrant
Certificate are on file with the Commission and are incorporated herein by
reference as exhibits to the Registration Statement of which this Prospectus
is a part. The following summary of certain provisions of the forms of Warrant
Agreement and Warrant Certificate does not purport to be complete and is
qualified in its entirety by reference to the Warrant Agreement and the
Warrant Certificate.
GENERAL
The Prospectus Supplement or Prospectus Supplements relating to any Warrants
will describe the terms of the Warrants offered thereby (the "Offered
Warrants"), the Warrant Agreement relating to
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such Warrants and the Warrant Certificates representing such Warrants,
including the following: (a) the offering price; (b) the currency or
currencies for which the Offered Warrants may be purchased; (c) the
designation, aggregate principal amount, currency or currencies and terms of
the Debt Securities purchasable upon exercise of the Offered Warrants and the
procedures and conditions relating to the exercise of such Offered Warrants;
(d) if applicable, the designation and terms of the Debt Securities with which
the Offered Warrants are issued and the number of Offered Warrants issued with
each such Debt Security; (e) if applicable, the date on and after which the
Offered Warrants and such related Debt Securities will be separately
transferable; (f) the principal amount of Debt Securities purchasable upon
exercise of one Offered Warrant and the price and currency at which such
principal amount of Debt Securities may be purchased upon such exercise; (g)
the date on which the right to exercise the Offered Warrants shall commence
and the date (the "Expiration Date") on which such right shall expire; (h)
federal income tax consequences; and (i) any additional terms of the Offered
Warrants.
Warrant Certificates will be issued only in fully registered form and may be
exchanged for new Warrant Certificates of different denominations, may be
presented for registration of transfer, and may be exercised at the corporate
trust office of the Warrant Agent or any other office indicated in the
Prospectus Supplement describing the terms of the Offered Warrants. Prior to
the exercise of their Offered Warrants, holders of Offered Warrants will not
have any of the rights of holders of the Debt Securities purchasable upon such
exercise, including the right to receive payments of principal or interest on
the Debt Securities purchasable upon such exercise or to enforce covenants in
the Indenture, except as otherwise provided in the Indenture or pursuant
thereto.
EXERCISE OF WARRANTS
Each Offered Warrant will entitle the holder to purchase such principal
amount of Debt Securities at such exercise price as shall in each case be set
forth in, or calculable from, the Prospectus Supplement relating to the
Offered Warrants. Offered Warrants may be exercised at any time up to 5:00
P.M., New York time, on the Expiration Date and in the manner set forth in the
Prospectus Supplement relating to such Warrants. After the close of business
on the Expiration Date (or such later date to which such Expiration Date may
be extended by the Company), unexercised Offered Warrants will become void.
Offered Warrants may be exercised by delivery to the Warrant Agent of
payment as provided in the Prospectus Supplement describing the terms of the
Offered Warrants of the amount required to purchase the Debt Securities
purchasable upon such exercise together with certain information set forth on
the reverse side of the Warrant Certificate. Offered Warrants will be deemed
to have been exercised upon receipt by the Warrant Agent of the exercise
price, subject to the receipt within five business days of the Warrant
Certificate evidencing such Offered Warrants. Upon receipt of such payment and
the Warrant Certificate properly completed and duly executed at the corporate
trust office of the Warrant Agent or any other office indicated in the
Prospectus Supplement describing the terms of the Offered Warrants, the
Company will, as soon as practicable, issue and deliver the Debt Securities
purchasable upon such exercise. If fewer than all of the Offered Warrants
represented by such Warrant Certificate are exercised, a new Warrant
Certificate will be issued for the remaining amount of Warrants.
12
<PAGE>
PLAN OF DISTRIBUTION
GENERAL
The Company may sell the Securities through underwriters or dealers,
directly to purchasers or through agents or through a combination of any such
methods of sale. If an underwriter or underwriters are utilized in the sale,
the Company will execute an underwriting agreement with such underwriters and
the terms of the transaction will be set forth in the Prospectus Supplement,
which will be used by the underwriters to make resales of the Securities in
respect of which this Prospectus is delivered to the public.
In connection with the sale of the Securities, underwriters may receive
compensation from the Company or from purchasers of the Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Any underwriting compensation paid by the Company to underwriters or agents in
connection with the offering of the Securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers, and the names
of such underwriters, dealers and agents, will be set forth in the applicable
Prospectus Supplement to the extent required. Underwriters, dealers and agents
that participate in the distribution of Securities may be deemed to be
underwriters and any discounts or commissions received by them and any profit
on the resale of Securities by them may be deemed to be underwriting discounts
and commissions under the Securities Act.
During and after the offering, underwriters may purchase and sell the
Securities in the open market. These transactions may include overallotment
and stabilizing transactions and purchases to cover short positions created by
underwriters in connection with the offering. Underwriters may also impose a
penalty bid, whereby selling concessions allowed to broker-dealers in respect
of the Securities sold in the offering for their account may be reclaimed by
underwriters if such Securities are repurchased by underwriters in stabilizing
or covering transactions. These activities may stabilize, maintain or
otherwise affect the market price of the Securities which may be higher than
the price that might otherwise prevail in the open market; and these
activities, if commenced, may be discontinued at any time. These transactions
may be effected in the over-the-counter market or otherwise.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of the Securities may
be entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase the Securities from the Company pursuant
to contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions must be
approved by the Company. The obligations of any purchaser under any such
contract will not be subject to any conditions except that (i) the purchase of
the Securities shall not at the time of delivery be prohibited under the laws
of the jurisdiction to which such purchaser is subject, and (ii) if the
Securities are also being sold to underwriters, the Company shall have sold to
such underwriters the Securities not sold for delayed delivery. The
underwriters and such other persons will not have any responsibility in
respect of the validity or performance of such contracts.
13
<PAGE>
VALIDITY OF SECURITIES
Unless otherwise indicated in the Prospectus Supplement with respect to any
Securities, the validity of the Securities will be passed upon for the Company
by John W. Galiardo, Vice Chairman and General Counsel of the Company, and for
the underwriters by Sullivan & Cromwell, 125 Broad Street, New York, New York
10004. As of June 30, 1998, Mr. Galiardo owned 106,309 shares of the Company's
common stock, had options to acquire 846,737 shares, was entitled to receive
18,504 shares under the Company's Stock Award Plan and had rights to 807
shares under the Company's 1996 Directors' Deferral Plan. In addition, Mr.
Galiardo had a vested interest, as of June 30, 1998, under the Company's
Savings Incentive Plan in 8,897 shares of the Company's common stock and in
485 shares of the Company's Series B ESOP Convertible Preferred Stock.
EXPERTS
The consolidated financial statements of the Company, incorporated by
reference into the Company's Annual Report on Form 10-K for the year ended
September 30, 1997 (the "1997 10-K"), and the related schedule thereto
included in the 1997 10-K, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
14
<PAGE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Use of Proceeds............................................................ S-2
Description of Debentures.................................................. S-2
Recent Developments........................................................ S-3
Selected Consolidated Financial Data....................................... S-4
Underwriting............................................................... S-6
PROSPECTUS
Available Information...................................................... 1
Incorporation of Certain Documents by Reference............................ 1
The Company................................................................ 2
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Description of Debt Securities............................................. 3
Description of Warrants.................................................... 11
Plan of Distribution....................................................... 13
Validity of Securities..................................................... 14
Experts.................................................................... 14
</TABLE>
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$200,000,000
BECTON, DICKINSON
AND COMPANY
6.70% DEBENTURES
DUE AUGUST 1, 2028
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LOGO BECTON
DICKINSON
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GOLDMAN, SACHS & CO.
CHASE SECURITIES INC.
CITICORP SECURITIES, INC.
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