BECTON DICKINSON & CO
8-K, 1999-06-14
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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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)  June 14, 1999
                                                  --------------


                         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.)


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Item 5.      OTHER EVENTS
             ------------

             Press release dated June 14, 1999.

             Attached hereto as Exhibit 99, which is incorporated
             herein by reference, is a copy of the 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: June 14, 1999

                                     - 2 -
<PAGE>

                              INDEX TO EXHIBITS
                              -----------------

   Exhibit
   Number              Description of Exhibits
   ------              -----------------------

    99                 Press release dated June 14, 1999.


<PAGE>

              BECTON DICKINSON AND COMPANY SAYS FULL YEAR RESULTS
                   LIKELY TO BE BELOW EXPECTATIONS; ALSO SAYS
                 VOLUNTARY RETIREMENT PROGRAM AND OTHER CHARGES
               FOR JUNE QUARTER EXPECTED TO BE  $75-$100 MILLION

     Franklin Lakes, NJ (June 14, 1999) - Becton Dickinson and Company (NYSE:
BDX) said today that its results for the third fiscal quarter ending June 30,
and for the full year, will fall short of expectations.  The company advised
investors that earnings per share for the year would more likely be at the upper
end of a range of $1.45-$1.50, rather than the earlier guidance of $1.55-$1.60
before charges associated with its previously announced voluntary retirement
program and other charges.

     The company said that revenues for the quarter would likely show growth of
four to five percent over last year's $834 million, rather than the previously
expected seven to nine percent growth.

     "For each of the third and fourth quarters, earnings per share may fall
about four cents short of consensus earnings expectations of $.42 and $.46,
respectively.  It is now clear that after the first two months of this quarter,
negative foreign currency translation, weaker than expected  sales in Western
Europe and in certain emerging markets, and underperformance in our home health
care business have made it unlikely that we will meet those expectations, even
though June results are expected to be stronger," said Clateo Castellini,
Chairman and Chief Executive Officer and Edward J. Ludwig, President.
<PAGE>

     They also noted that "our investors know we have been initiating many
actions and investments to accelerate our underlying revenue growth to ten
percent over the next few years.  We continue to support the investments
associated with these growth initiatives, and this is appropriate despite short-
term market phenomena.  The fundamentals of our primary businesses and our
longer-term outlook remain strong, notwithstanding the challenges we are
responding to.  We are pursuing aggressive measures that will reduce
infrastructure and administrative overhead  to improve our short- and long-term
outlook."

     The company also said that one-time costs associated with its voluntary
retirement program and other charges, primarily related to the company's non-
core businesses, principally in the home health care area, are expected to be in
the $75-$100 million range for the quarter.

     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, or events or developments that
the company expects to occur or anticipates occurring in the future.  All such
statements 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 from any forward-
looking statement 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, Year 2000
issues, 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.

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