<PAGE>
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) July 27, 1998
-------------
BECTON, DICKINSON AND COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 001-4802 22-0760120
- --------------------------------------------------------------------------------
(State or other juris- (Commission (IRS Employer Iden-
diction of incorporation) File Number) tification Number)
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 847-6800
--------------
N/A
- --------------------------------------------------------------------------------
(Former name or former addresses if changed since last report.)
<PAGE>
Item 5. OTHER EVENTS
------------
On July 21, 1998, the Registrant announced in a press release its
results for fiscal third quarter ended June 30, 1998, which
included, among other things, the previously announced effects of
restructuring, one-time and other changes. Attached hereto as
Exhibit 99, which is incorporated herein by reference, is
a copy of such press release.
<PAGE>
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: July 27, 1998
- 3 -
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Exhibits
------ -----------------------
99 Press Release issued on July 21, 1998
<PAGE>
EXHIBIT 99
BECTON DICKINSON REPORTS THIRD QUARTER RESULTS;
RECORD REVENUES INCREASE 18 PERCENT;
CHARGES REDUCE NET INCOME BY $106 MILLION
FRANKLIN LAKES, NJ (JULY 21, 1998) -- Becton Dickinson and Company
(NYSE:BDX) announced today results for its fiscal third quarter ended June 30,
1998, which included the previously announced effects of restructuring, one-time
and other charges. Excluding the charges, diluted earnings per share were $.73,
a 35 percent increase from last year's $.54, which included an $.11 per share
charge for acquired in-process research and development. Last year's earnings
per share, excluding the charge, were $.65. Foreign currency translation
reduced reported revenues and earnings per share for this year's third quarter
by an estimated $17 million and $.02, respectively.
Revenues for the quarter were $834 million, an 18 percent increase from
last year's $707 million, as virtually all of the company's worldwide businesses
reported increases of better than ten percent. The company noted that the
results for the quarter include, for the first time, revenues of the medical
device business of The BOC Group, which the company acquired early in the
quarter. This acquisition added approximately $40 million to the quarter's
revenues.
CHARGES REDUCE REPORTED E.P.S.
The company announced in May that results for the quarter would include
charges to restructure certain manufacturing operations and to adjust asset
valuations related to some earlier acquisitions, as it prepared to introduce its
new DNA probe technology. It had also said in May that certain costs associated
with its acquisition in April of The BOC Group's medical device business and
costs associated with its company-wide program to upgrade its business systems
would be included in the quarter's results. These charges totaled $117 million
pre-tax for the quarter. Also included in this quarter's results was a one-time
charge for in-process research and development of approximately $30 million in
connection with its acquisition of The BOC Group's medical device business. The
net income effect of all of these charges was $106 million, resulting in a net
loss of $10 million or $.09 a share.
The company also announced in May that its fourth fiscal quarter would
include charges that it now estimates will approximate $25 million pre-tax
associated with the company-wide business systems upgrade and the integration of
the medical device business acquired from The BOC Group.
Clateo Castellini, chairman, president and chief executive officer,
said, "We are pleased with our results for the quarter and first nine months of
our fiscal year. Our accelerated revenue growth for the quarter is noteworthy
because, as we have said previously, it is a major focus of the company.
Revenues are showing the positive effects of our efforts to increase our
relevance to health care providers, and the initiatives we have taken this
quarter add to our confidence in reporting good performance for future years."
SEGMENT AND GEOGRAPHIC REVENUES
By business segment, medical supplies and devices revenues for the
quarter increased to $474 million, including the acquisition, a 24 percent
increase from last year's $384 million. All of the company's worldwide medical
businesses reported double-digit revenue growth, with particularly strong
performance in parts of its consumer health care and infusion therapy
businesses.
Diagnostic systems revenues were $359 million for the quarter, an
increase of 11 percent over last year's $323 million. Especially strong results
were reported for the company's sample collection and flow cytometry businesses.
Foreign currency translation reduced reported diagnostic systems
revenues by an estimated three percentage points and medical supplies and
devices revenues by an estimated two percentage points.
On a geographic basis, revenues in the United States were $442 million
for the quarter, a 17 percent increase from last year's $377 million. Revenues
from non-U.S. markets were $392 million compared with $329 million a year ago,
or an increase of 19 percent. Foreign currency translation reduced non-U.S.
revenues by an estimated $17 million, or 5 percentage points.
NINE MONTHS RESULTS
For the nine months ended June 30, 1998, revenues increased 10 percent
to $2.274 billion, compared with $2.062 billion last year, while diluted
earnings per share were $1.12, including $.81 for the restructuring, one-time
and other charges and the in-process research and development charges. Net
income for the nine months was $147 million, including $106 million for the
charges.
The company said that foreign currency translation for the nine months
reduced reported revenues by an estimated $69 million, or 3 percentage points.
###
This press release may contain certain forward looking statements (as defined
under Federal securities laws) regarding the company's 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. Actual
results could vary materially from anticipated results described in any forward
looking statement. Factors that could cause actual results to vary materially
include, but are not limited to, competitive factors, changes in regional,
national or foreign economic conditions, changes in interest or foreign currency
exchange rates, delays in product introductions, and changes in health care or
other governmental regulation, as well as other factors discussed herein and in
the company's filings with the Securities and Exchange Commission.