<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) January 21, 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.)
<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/ Kenneth R. Weisshaar
-------------------------------
Kenneth R. Weisshaar
Senior Vice President - Finance
and Chief Financial Officer
Date: January 22, 1999
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Exhibits
------ -----------------------
99 Press Release issued on January 21, 1999
<PAGE>
Exhibit 99
R. Jasper 201-847-7160
January 21, 1999
BECTON DICKINSON REPORTS 16 PERCENT E.P.S. INCREASE FOR
FISCAL FIRST QUARTER; REVENUES INCREASE 10 PERCENT
Franklin Lakes, NJ (January 21, 1999) Becton Dickinson and Company
(NYSE:BDX) announced today results for its fiscal first quarter, which ended
December 31, 1998. Diluted earnings per share were $.29, a 16 percent increase
over $.25 a year ago. Reported revenues for the quarter increased by 10 percent
from the first quarter of fiscal 1998 to $769 million. Year-to-year changes in
currency exchange rates reduced reported revenues by an estimated $4 million and
earnings per share by an estimated $.01.
The company noted that gross profit margin, a key measure of manufacturing
productivity, increased to 49.8 percent, reflecting the continuing leverage in
this area.
During the quarter, the company benefited from a favorable one-time $7
million tax judgment in Brazil, which was reflected in this quarter's income tax
provision. The company expects its full year tax rate to be about 25 percent,
which is at the low end of its customary 25-30 percent range.
By business segment, medical supplies and devices revenues grew 14 percent
to $425 million compared with $373 million in last year's first quarter. These
revenues reflected excellent growth from the prefillable syringe business and
the infusion therapy business, which included the results from the purchase last
April of the Medical Devices
<PAGE>
Division (MDD) of The BOC Group. This segment's growth rate was unfavorably
affected by a decrease in revenues for the diabetes health care business versus
the first quarter last year, when unusually high revenue growth in advance of a
January 1998 price increase was reported.
Diagnostic systems revenues increased to $344 million, a 4 percent increase
over the prior fiscal year's first quarter. The quarter's results reflected
good growth in the company's flow cytometry, sample collection and tissue
culture businesses. Infectious disease diagnostics revenues were about the same
as last year, although the company noted that its BDProbeTec ET instrument,
which was recently introduced in Europe, is expected to contribute to revenues
in the second half of fiscal 1999.
By geographic area, revenues outside the United States were $390 million, a
24 percent increase. The MDD acquisition contributed to the strong revenue
growth. Revenues inside the United States were $379 million, a decrease of 2
percent, primarily due to the diabetes health care business revenues discussed
earlier.
Clateo Castellini, chairman, president and chief executive officer, said:
"We continue to be pleased with our earnings performance as we strive to
increase our relevance and drive towards our ambitious plans for growth. We are
confident that we will report record earnings for the year and that sales growth
will continue to show acceleration from recent years."
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.
-Selected Financial Schedules Follow-
2
<PAGE>
BECTON DICKINSON AND COMPANY
SELECTED FINANCIAL SCHEDULES
Amounts in thousands, except per-share data
<TABLE>
<CAPTION>
Three Months Ended December 31,
INCOME STATEMENTS 1998 1997 % Change
- ----------------------------------- ---------- ---------- ---------
<S> <C> <C> <C>
REVENUES $768,966 $701,640 9.6
Cost of products sold 385,710 354,803 8.7
Selling and administrative 223,116 199,140 12.0
Research and development 49,310 44,630 10.5
- ----------------------------------- -------- --------
TOTAL OPERATING COSTS
AND EXPENSES 658,136 598,573 10.0
- ----------------------------------- -------- --------
OPERATING INCOME 110,830 103,067 7.5
Interest expense, net (17,871) (10,241) 74.5
Other income (expense), net 1,025 (2,233) NM
- ----------------------------------- -------- --------
INCOME BEFORE
INCOME TAXES 93,984 90,593 3.7
Income tax provision 17,826 26,272 (32.1)
- ----------------------------------- -------- --------
NET INCOME $ 76,158 $ 64,321 18.4
- ----------------------------------- -------- --------
EARNINGS PER SHARE
Basic $0.30 $0.26 15.4
Diluted $0.29 $0.25 16.0
- ----------------------------------- -------- --------
AVERAGE SHARES OUTSTANDING
Basic 248,320 243,624
Diluted 265,419 256,574
- ----------------------------------- -------- --------
NM - Not Meaningful
Three Months Ended December 31,
SUMMARY OF REVENUES 1998 1997 % Change
- ----------------------------------- -------- -------- --------
BY BUSINESS SEGMENT
Medical Supplies and Devices $425,165 $372,565 14.1
Diagnostic Systems 343,801 329,075 4.5
- ----------------------------------- -------- --------
TOTAL $768,966 $701,640 9.6
- ----------------------------------- -------- --------
BY GEOGRAPHIC AREA
United States $379,233 $388,585 (2.4)
International 389,733 313,055 24.5
- ----------------------------------- -------- --------
TOTAL $768,966 $701,640 9.6
- ----------------------------------- -------- --------
</TABLE>
###
3