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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) September 28, 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 7. Exhibits
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The Registrant is filing herewith the exhibit referenced in the
Index of Exhibit 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
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Bridget M. Healy
Vice President and Secretary
Date: September 29, 1999
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INDEX TO EXHIBIT
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Exhibit
Number Description of Exhibit
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3(b) Amendment to By-Laws dated September 28, 1999.
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RESOLVED, that Article II of the By-Laws of Becton, Dickinson and Company
be and hereby is amended to include the addition of a new Section 2.D set
forth in its entirety below:
"SECTION 2.D. ADVANCE NOTICE OF BUSINESS TO BE TRANSACTED AT ANNUAL
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MEETINGS OF SHAREHOLDERS. No business may be transacted at an annual
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meeting of shareholders, other than business that is either (a)
specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly
authorized committee thereof), (b) otherwise properly brought before
the annual meeting by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any shareholder of the Company
(i) who is a shareholder of record on the date of the giving of the
notice provided for in this Section 2.D. and on the record date for
the determination of shareholders entitled to vote at such annual
meeting and (ii) who complies with the notice procedures set forth in
this Section 2.D.
In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a shareholder, such
shareholder must have given timely notice thereof in proper written
form to the Secretary of the Company.
To be timely, a shareholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices
of the Company not less than 90 days nor more than 120 days prior to
the anniversary date of the immediately preceeding annual meeting of
shareholders; provided however, that in the event that the annual
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meeting is called for on a date that is not within 30 days before or
after such anniversary date, notice by the shareholder in order to be
timely must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever first occurs.
To be in proper written form, a shareholder's notice to the
Secretary must set forth as to each matter such shareholder proposes
to bring before the annual meeting (a) a brief description of the
business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (b) the
name and record address of such shareholder, (c) the class or series
and number of shares of capital stock of the Company that are owned
beneficially or of record by such shareholder, (d) a description of
all arrangements or understandings between such shareholder and any
other person or persons (including their names) in connection with the
proposal of such business by such shareholder and any material
interest of such shareholder in such business and (e) a representation
that such shareholder intends to appear in person or by proxy at the
annual meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting of shareholders
except business brought before the annual meeting in accordance with
the procedures set forth in this Section 2.D, provided, however, that,
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once business has been properly brought before the annual
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meeting in accordance with such procedures, nothing in Section 2.D,
shall be deemed to preclude discussion by any shareholder of any such
business. If the Chairman of an annual meeting determines that
business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare
to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted.
