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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 26, 1999
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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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Press releases dated May 25, 1999.
Attached hereto as Exhibits 99A and 99B, which are incorporated
herein by reference, are copies of the press releases.
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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
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Bridget M. Healy
Vice President and Secretary
Date: May 26, 1999
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INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibits
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99A Press release dated May 25, 1999.
99B Press release dated May 25, 1999.
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EXHIBIT 99(a)
Becton Dickinson Announces
Election of Willard J. Overlock, Jr.
Franklin Lakes, NJ - May 25, 1999 - Becton Dickinson and Company
announced today the election of Willard J. ("Mike") Overlock, Jr. to the Board
of Directors.
Mr. Overlock, 53, was elected a partner at Goldman, Sachs & Co. in 1982,
was the head of the firm's Mergers and Acquisition Department from 1985-1996, as
well as co-head of its Investment Banking Division, from 1990 to 1996. Mr.
Overlock served as a member of the management committee at Goldman, Sachs from
1990 to 1995 and became a Limited Partner of the firm in 1996. Mr Overlock has
been an advisor to numerous corporations and is a frequent lecturer on
acquisitions and takeovers.
Mr Overlock received his B.A. in economics from the University of North
Carolina, Chapel Hill in 1968 and his M.B.A. from the Columbia Business School
in 1973. Mr. Overlock currently is a director of Select Reinsurance Ltd. and
SummerWinds Garden Centers, Inc. and serves on the board of the University of
North Carolina Chapel Hill College of Arts and Sciences and the Board of
Overseers of the Columbia Graduate School of Business. Mr. Overlock also is a
trustee of the Kent School. From 1992 to 1998, Mr. Overlock was a member of the
Board of the Juvenile Diabetes Foundation International and from 1995 to 1998
served as its Chairman.
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"Becton Dickinson is pleased to welcome Mr. Overlock as a director. He
is highly respected in his industry for his business acumen and civic
leadership, and brings to our company a valuable perspective on the challenges
we face in managing the growth of our businesses," said Clateo Castellini,
Chairman of the Board, President and CEO.
Becton Dickinson manufactures and sells a broad range of medical devices
and diagnostic systems for use by health professionals, medical research
institutions and the general public. For its most recent fiscal year, the
company reported revenues of $3.1 billion.
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EXHIBIT 99(b)
BECTON DICKINSON NAMES LUDWIG PRESIDENT
Franklin Lakes, NJ (May 25, 1999) -- The Board of Directors of Becton,
Dickinson and Company announced today that it has named Edward J. Ludwig
President. Mr. Ludwig succeeds Clateo Castellini, who will continue in the role
of Chairman and Chief Executive Officer until year-end, at which time Mr. Ludwig
also will be appointed to the position of Chief Executive Officer.
Mr. Ludwig joined the Company in 1979. After five years' experience in
the Company's medical segment, in 1987 Mr. Ludwig assumed responsibility for
corporate planning and development. From 1989 to 1994, Mr. Ludwig was President
of Becton Dickinson Diagnostics in Baltimore, Maryland. During the last five
years, Mr. Ludwig has held positions of increasing responsibility at corporate
headquarters. He served as Senior Vice President - Finance and Chief Financial
Officer from 1995 to 1998 and more recently, in July,1998, was appointed
Executive Vice President of the Company.
Clateo Castellini said, "Ed has demonstrated the vision, values and
energy necessary to lead Becton Dickinson into the 21st century. He is fully
committed to the continuing transformation of Becton Dickinson into a more
responsive, adaptive and fast-
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moving company dedicated to helping all people live healthy lives and I am
convinced he will continue to strengthen our profitability and sales growth by
increasing the Company's relevance to patients and to health care systems
around the world."
Richard W. Hanselman director and chairman of the Committee on Directors
at Becton, Dickinson and Company said, "Becton Dickinson has enjoyed tremendous
success under the leadership of Clateo Castellini and naming Ed Ludwig today as
President and CEO-designate represents another critical achievement for the
Company. Ed has the experience, personal attributes and dedication necessary to
guide Becton Dickinson to achieve its aspirations and the Company is very
fortunate that it will benefit from Clateo's continuing presence as Chairman of
the Company, which wi11 provide continuity for the initiatives undertaken and
ensure a successful and seamless leadership transition."
Becton Dickinson manufactures and sells a broad range of medical
supplies and devices and diagnostic systems for use by health professionals,
medical research institutions, industry and the general public. For the fiscal
year ended September 30, 1998, Becton Dickinson reported total revenues of $3.1
billion and net income of $236 mi11ion.
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