BECTON DICKINSON & CO
8-A12B/A, 2000-05-12
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                   FORM 8-A/A
                                (AMENDMENT NO. 2)

                      AMENDMENT TO A REGISTRATION STATEMENT
                                   ON FORM 8-A
                        Pursuant to Section 12(b) or (g)
                     of the Securities Exchange Act of 1934

                           BECTON, DICKINSON & COMPANY
                         -------------------------------
            (Exact Name of Registrant as Specified in its Charter)



        NEW JERSEY                                           22-0760120
- ----------------------------                      ------------------------------
(State or Other Jurisdiction                               (IRS Employer
      of Incorporation)                                  Identification No.)

         ONE BECTON DRIVE, FRANKLIN LAKES, NJ                        07417-1880
- ------------------------------------------------------              ------------
        (Address of Principal Executive Offices)                     (Zip Code)

     If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A (c) please check the following box:
                                                                 [X] Yes  [ ] No

     If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is pursuant to General Instruction A
(d) check the following box:
                                                                 [X] Yes  [ ] No

        Securities to be registered pursuant to Section 12(b) of the Act:

                                               Name of Each Exchange on Which
Title of Each Class to be so Registered        Each Class is to be Registered
- ------------------------------------------ -------------------------------------
    PREFERRED STOCK PURCHASE RIGHTS               NEW YORK STOCK EXCHANGE


      Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of Class)

<PAGE>
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Amendment to Description of Registrant's Securities to be Registered:
        --------------------------------------------------------------------

Item 1 to the Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on April 22, 1996, as amended by the Form 8-A/A filed with
the Securities and Exchange Commission on April 18, 2000 (the "Form 8-A"), of
Becton, Dickinson and Company is hereby amended and restated to read in its
entirety as follows:

     On November 28, 1995, the Board of Directors of our Company declared a
dividend of one Right for each share of common stock, par value $1.00 per share,
outstanding on April 25, 1996. These Rights were issued under a Rights
Agreement, dated November 28, 1995. As of March 28, 2000, the Board of Directors
approved an amendment and restatement of the Rights Agreement (the "Rights
Agreement"):

     (1)  to remove the provision that prohibited the Board from redeeming the
          Rights without the approval of a majority of the directors who qualify
          as "disinterested";

     (2)  to remove the provisions that exempted certain kinds of tender offers
          from the effects of the Rights Agreement;

     (3)  to remove the provision that allowed the Board to redeem the Rights
          during the 10-day period from the date any person became an Acquiring
          Person (as defined below); and

     (4)  to make certain additional technical amendments.

     On April 24, 2000, the Board of Directors of our Company approved a further
amendment to the Rights Agreement (the "Amendment"):

     (1)  to lower the threshold for becoming an "Acquiring Person" from 20%
          beneficial ownership of our outstanding common stock to 15% beneficial
          ownership; and

     (2)  to clarify the ability of the Board of Directors, prior to the time
          that any person becomes an "Acquiring Person", to lower the threshold
          for becoming an "Acquiring Person" to not less than 10%.

     The following is a summary description of the Rights Agreement, as amended.
This description is only a summary, and is qualified by reference to and should
be read together with the complete Rights Agreement, including the Amendment
(copies of which are attached hereto as Exhibits 1 and 2, respectively).

     Our Board adopted the Rights Agreement and the Amendment to protect
stockholders from coercive or otherwise unfair takeover tactics. In general
terms, it works by imposing a

                                      -2-
<PAGE>
significant penalty upon any person or group which acquires 15% or more of our
outstanding common stock without the approval of our Board. The Rights Agreement
and the Amendment should not interfere with any merger or other business
combination approved by our Board.

The Rights. One Right has been issued for each outstanding share of common
stock. The Rights trade with, and are inseparable from, the common stock. The
Rights are evidenced by the same certificates representing shares of common
stock. New Rights will accompany any new shares of common stock we issue until
the Distribution Date described below.

Exercise Price. Each Right will allow its holder to purchase from our Company
one eight-hundredth of a share of Preferred Stock, Series A for $67.50, once the
Rights become exercisable. This portion of a Preferred Share will give the
stockholder approximately the same dividend, voting, and liquidation rights as
would one share of common stock. Prior to exercise, the Right does not give its
holder any dividend, voting, or liquidation rights.

Exercisability. The Rights will not be exercisable until

o    10 days after the public announcement that a person or group has become an
     "Acquiring Person" by obtaining beneficial ownership of 15% or more of our
     outstanding common stock, or, if earlier,

o    10 business days (or a later date determined by our Board) after a person
     or group begins a tender or exchange offer which, if completed, would
     result in that person or group becoming an Acquiring Person.

     We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After that date, the Rights will separate from the common
stock and be evidenced by book-entry credits or by Rights certificates that we
will mail to all eligible holders of common stock. Any Rights held by an
Acquiring Person are void and may not be exercised.

Consequences of a Person or Group Becoming an Acquiring Person.

o    Flip In. If a person or group becomes an Acquiring Person, all holders of
     Rights except the Acquiring Person may, for $67.50, purchase shares of our
     common stock with a market value of $135, based on the market price of the
     common stock prior to such acquisition.

o    Flip Over. If our Company is later acquired in a merger or similar
     transaction after the Rights Distribution Date, all holders of Rights
     except the Acquiring Person may, for $67.50, purchase shares of the
     acquiring corporation with a market value of $135 based on the market price
     of the acquiring corporation's stock prior to such merger.

Preferred Share Provisions.

Each one eight-hundredth of a Preferred Share, if issued:

                                      -3-
<PAGE>

o    will entitle holders to a quarterly dividend payment of $.01875 per one
     eight-hundredth, or an amount equal to the dividend paid on one share of
     common stock, whichever is greater.

o    will entitle holders upon liquidation either to receive $22 per one
     eight-hundredth or an amount equal to the payment made on one share of
     common stock, whichever is greater.

o    will have the same voting power as one share of common stock.

o    if shares of our common stock are exchanged via merger, consolidation, or a
     similar transaction, will entitle holders to a per share payment equal to
     the payment made on one share of common stock.

o    will be redeemable for $22 per one eight-hundredth.

Expiration. The Rights will expire on April 25, 2006.

Redemption. Our Board may redeem the Rights for $.01 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $.01
per Right. The redemption price will be adjusted if we have a stock split or
stock dividends of our common stock.

Exchange. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.

Anti-Dilution Provisions. The Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the Preferred Shares or common stock. No
adjustments to the Exercise Price of less than 1% will be made.

Amendments. The terms of the Rights Agreement may be amended in any manner by
our Board without the consent of the holders of the Rights, including lowering
the threshold for becoming an "Acquiring Person" to not less than 10% beneficial
ownership of our outstanding common stock. However, a person or group may not be
caused to become an Acquiring Person by the Board lowering this threshold below
the percentage interest that such person or group already owns. After a person
or group becomes an Acquiring Person, our Board may not amend the agreement in a
way that adversely affects holders of the Rights.

                                      -4-
<PAGE>
     Item 2. Exhibits.
             ---------

     Item 2 to the Form 8-A by the Company is hereby amended and restated to
read in its entirety as follows:

Exhibit No.    Description of Document                          Location

    1          Amended and Restated Rights Agreement,           Exhibit 1 to the
               dated as of November 28, 1995 and Amended        Form 8-A/A
               and Restated as of March 28, 2000, between
               Becton, Dickinson and Company and First
               Chicago Trust Company of New York, as
               Rights Agent. (Incorporated herein by
               reference).

    2          Amendment No. 1, dated as of April 24,           Filed herewith
               2000, to the Amended and Restated Rights
               Agreement.


                                      -5-
<PAGE>

                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                                         BECTON, DICKINSON & COMPANY



Dated: May 11, 2000                      By:  /s/ BRIDGET M. HEALY
                                             -----------------------------------
                                             Name:  BRIDGET M. HEALY
                                             Title: Vice President & Secretary




                                      -6-
<PAGE>
                                  EXHIBIT INDEX

Exhibit     Description
- -------     -----------

1           Amended and Restated Rights Agreement, dated as of November 28, 1995
            and Amended and Restated as of March 28, 2000, between Becton,
            Dickinson and Company and First Chicago Trust Company of New York,
            as Rights Agent (incorporated herein by reference to Exhibit 1 of
            the Registration Statement on Form 8-A/A filed on April 18, 2000).

2           Amendment No. 1, dated as of April 24, 2000, to the Amended and
            Restated Rights Agreement.

                                                                       EXHIBIT 2
                                                                       ---------


                       AMENDMENT NO. 1 TO RIGHTS AGREEMENT
                       -----------------------------------

     AMENDMENT No. 1 (the "Amendment"), dated April 27, 2000, to the Amended and
Restated Rights Agreement, dated as of November 28, 1995, and Amended and
Restated as of March 28, 2000 (the "Rights Agreement"), between Becton,
Dickinson and Company, a New Jersey corporation (the "Company"), and First
Chicago Trust Company of New York, a New York corporation (the "Rights Agent"),
as Rights Agent.


                                    Recitals
                                    --------

     A. The Company and the Rights Agent have heretofore executed and entered
into the Rights Agreement.

     B. The Board of Directors of the Company has determined that it is in the
best interests of the Company and its stockholders to amend the Rights
Agreement.

     C. Pursuant to Section 27 of the Rights Agreement, therefore, the Board of
Directors of the Company has resolved that an amendment to the Rights Agreement
as set forth herein is necessary and desirable, and the Company and the Rights
Agent desire to evidence such amendment in writing.

     D. All acts and things necessary to make this Amendment a valid agreement,
enforceable according to its terms have been done and performed, and the
execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.

     In consideration of the foregoing and the mutual agreements set forth
herein, the Company and the Rights Agent hereby amend the Rights Agreement as
follows:

     1. Section 1(a) of the Rights Agreement is amended and restated in its
entirety as follows:

          (a) "Acquiring Person" shall mean any Person who shall be
          the Beneficial Owner of 15% or more of the shares of Common
          Stock then outstanding, but shall not include (i) the
          Company, (ii) any Subsidiary of the Company, (iii) any
          employee benefit plan of the Company or of any Subsidiary of
          the Company, (iv) any Person or entity organized, appointed
          or established by the Company for or pursuant to the terms
          of any such plan or (v) any Person who becomes the
          Beneficial Owner of 15% or more of the shares of Common
          Stock then outstanding as a result of a reduction in the
          number of shares of Common Stock outstanding due to the
          repurchase of shares of Common Stock by the Company
<PAGE>

          unless and until such Person after becoming aware that such
          Person has become the Beneficial Owner of 15% or more of the
          then outstanding shares of Common Stock acquires beneficial
          ownership of additional shares of Common Stock representing
          1% or more of the shares of Common Stock then outstanding.
          Notwithstanding the foregoing, if the Board of Directors of
          the Company determines in good faith that a Person who would
          otherwise be an "Acquiring Person," as defined pursuant to
          the foregoing provisions of this paragraph (a), has become
          such inadvertently, and such Person divests as promptly as
          practicable a sufficient number of Common Shares so that
          such Person would no longer be an "Acquiring Person," as
          defined pursuant to the foregoing provisions of this
          paragraph (a), then such Person shall not be deemed to be an
          "Acquiring Person" for any purposes of this Agreement.

     2. Section 3 (a) of the Rights Agreement is amended and restated in its
entirety as follows:

          Section 3. Issue of Rights Certificates.

               (a). Until the earlier of (i) the close of business on
          the tenth day after the Stock Acquisition Date (or, if the
          tenth day after the Stock Acquisition Date occurs before the
          Record Date, the close of business on the Record Date), or
          (ii) the close of business on the tenth business day (or
          such later date as the Board shall determine) after the date
          that a tender or exchange offer by any Person (other than
          the Company, any Subsidiary of the Company, any employee
          benefit plan of the Company or of any Subsidiary of the
          Company, any Person or entity organized, appointed or
          established by the Company for or pursuant to the terms of
          any such plan) is first published or sent or given within
          the meaning of Rule 14d-2(a) of the General Rules and
          Regulations under the Exchange Act, if upon consummation
          thereof, such Person would be the Beneficial Owner of 15% or
          more of the shares of Common Stock then outstanding (the
          earlier of (i) and (ii) being herein referred to as the
          "Distribution Date"), (x) the Rights will be evidenced
          (subject to the provisions of paragraph (b) of this Section
          3) by the certificates for the Common Stock registered in
          the names of the holders of the Common Stock (which


                                      -2-
<PAGE>
          certificates for Common Stock shall be deemed also to
          be certificates for Rights) and not by separate
          certificates, and (y) the Rights will be transferable only
          in connection with the transfer of the underlying shares of
          Common Stock (including a transfer to the Company). As soon
          as practicable after the Distribution Date, the Rights Agent
          will send by first-class, insured, postage prepaid mail, to
          each record holder of the Common Stock as of the close of
          business on the Distribution Date, at the address of such
          holder shown on the records of the Company, one or more
          right certificates, in substantially the form of Exhibit A
          hereto (the "Rights Certificates"), evidencing one Right for
          each share of Common Stock so held, subject to adjustment as
          provided herein. In the event that an adjustment in the
          number of Rights per share of Common Stock has been made
          pursuant to Section 11(p) hereof, at the time of
          distribution of the Right Certificates, the Company shall
          make the necessary and appropriate rounding adjustments (in
          accordance with Section 14(a) hereof) so that Rights
          Certificates representing only whole numbers of Rights are
          distributed and cash is paid in lieu of any fractional
          Rights. As of and after the Distribution Date, the Rights
          will be evidenced solely by such Rights Certificates.


     3. Section 27 of the Rights Agreement is amended and restated in its
entirety as follows:

             Section 27. Supplements and Amendments. Until such time
          as any Person becomes an Acquiring Person, the Company may
          and the Rights Agent shall, if the Company so directs,
          supplement or amend any provision of this Agreement without
          the approval of any holders of certificates representing
          shares of Common Stock. From and after such time as any
          Person becomes an Acquiring Person, and subject to the
          penultimate sentence of this Section 27, the Company may and
          the Rights Agent shall, if the Company so directs,
          supplement or amend this Agreement without the approval of
          any holders of Rights Certificates in order (i) to cure any
          ambiguity, (ii) to correct or supplement any provision
          contained herein which may be defective or inconsistent with
          any other provisions herein, (iii) to shorten or lengthen
          any time period hereunder, or (iv) to change or supplement
          the provisions hereunder in any manner which the Company


                                 -3-
<PAGE>
          may deem necessary or desirable and which shall not
          adversely affect the interests of the holders of Rights
          Certificates (other than an Acquiring Person or an Affiliate
          or Associate of an Acquiring Person); provided this
          Agreement may not be supplemented or amended to lengthen,
          pursuant to clause (iii) of this sentence, (A) a time period
          relating to when the Rights may be redeemed at such time as
          the rights are not then redeemable, or (B) any other time
          period unless such lengthening is for the purpose of
          protecting, enhancing or clarifying the rights of, and/or
          the benefits to, the holders of Rights. Without limiting the
          foregoing, the Company may at any time prior to such time as
          any Person becomes an Acquiring Person amend this Agreement
          to lower the thresholds set forth in Section 1(a) and 3(a)
          hereof to not less than 10% (the"Reduced Threshold");
          provided, however, that no Person who beneficially owns a
          number of shares of Common Stock equal to or greater than
          the Reduced Threshold shall become an Acquiring Person
          unless such Person shall, after the public announcement of
          the Reduced Threshold, increase its beneficial ownership of
          the then outstanding shares of Common Stock (other than as a
          result of an acquisition of shares of Common Stock by the
          Company) to an amount equal to or greater than the greater
          of (x) the Reduced Threshold or (y) the sum of (i) the
          lowest beneficial ownership of such Person as a percentage
          of the outstanding shares of Common Stock as of any date on
          or after the date of the public announcement of such Reduced
          Threshold plus (ii) .001%. Upon the delivery of a
          certificate from an appropriate officer of the Company which
          states that the proposed supplement or amendment is in
          compliance with the terms of this Section 27, the Rights
          Agent shall execute such supplement or amendment. Prior to
          such time as any Person becomes an Acquiring Person, the
          interests of the holders of Rights shall be deemed
          coincident with the interests of the holders of Common
          Stock.

     4. Exhibit B of the Rights Agreement is amended and restated in its
entirety as follows:

                                      -4-

<PAGE>

                          SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED STOCK

               On November 28, 1995, the board of Directors of Becton,
          Dickinson and Company (the "Company") declared a dividend
          distribution of one Right for each outstanding share of
          Common Stock to stockholders of record at the close of
          business on the expiration date of the prior Rights
          Agreement (the "Record Date"). Each Right initially entitled
          the registered holder to purchase from the Company one
          two-hundredths of a share of Preferred Stock, Series A, par
          value $1.00 per share (the "Preferred Stock") at a Purchase
          Price of $270, subject to adjustment. As a result of two
          two-for-one stock splits on July 23, 1996 and August 10,
          1998, each Right then represented the right to purchase one
          eight-hundredths of a share of Preferred Stock at a Purchase
          Price of $67.50 per one eight-hundredths of a share, subject
          to adjustment. The description and terms of the Rights are
          set forth in a Rights Agreement (the "Rights Agreement")
          between the Company and First Chicago Trust Company of New
          York, as Rights Agent, originally entered into on November
          28, 1995 and amended and restated as of March 28, 2000.

               Initially, the Rights will be attached to all Common
          Stock certificates representing shares then outstanding, and
          no separate Rights Certificates will be distributed. The
          Rights will separate from the Common Stock and a
          Distribution Date will occur upon the earlier of (i) 10 days
          following a public announcement that a person or group of
          affiliate or associated persons (an "Acquiring Person") has
          acquired, or obtained the right to acquire, beneficial
          ownership of 15% or more of the outstanding shares of Common
          Stock (the "Stock Acquisition Date"), other than as a result
          of repurchases of stock by the Company, or (ii) 10 business
          days (or such later date as the Board shall determine)
          following the commencement of a tender offer or exchange
          offer that would result in a person or group beneficially
          owning 15% or more of such outstanding shares of Common
          Stock. Until the Distribution Date, (i) the Rights will be
          evidenced by the Common Stock certificates and will be
          transferred with and only with such Common Stock
          certificates, (ii) new Common Stock certificates issued
          after the Record Date will contain a notation incorporating
          the Rights Agreement by reference and (iii) the surrender
          for transfer of any certificates for Common Stock
          outstanding will also constitute the transfer of the Rights
          associated with the Common Stock represented by such
          certificate. Pursuant to the Rights Agreement, the Company
          reserves the right to require prior

                                      -5-
<PAGE>

          to the occurrence of a Triggering Event (as defined below)
          that, upon any exercise of Rights, a number of Rights be
          exercised so that only whole shares of Preferred Stock will
          be issued.

               The Rights are not exercisable until the Distribution
          Date and will expire at the close of business on April 25,
          2006, unless earlier redeemed or exchanged by the Company as
          described below.

               As soon as practicable after the Distribution Date,
          Rights Certificates will be mailed to holders of record of
          the Common Stock as of the close of business on the
          Distribution Date and, thereafter, the separate Rights
          Certificates alone will represent the Rights. Except as
          otherwise determined by the Board of Directors, only shares
          of Common Stock issued prior to the Distribution Date will
          be issued with Rights.

               In the event that a Person becomes the beneficial owner
          of more than 15% of the then outstanding shares of Common
          Stock, each holder of a Right will thereafter have the right
          to receive, upon exercise, Common Stock (or, in certain
          circumstances, cash, property or other securities of the
          Company) having a value equal to two times the exercise
          price of the Right. Notwithstanding any of the foregoing,
          following the occurrence of any of the events set forth in
          this paragraph, all Rights that are, or (under certain
          circumstances specified in the Rights Agreement) were,
          beneficially owned by any Acquiring Person will be null and
          void. However, Rights are not exercisable following the
          occurrence of either of the events set forth above until
          such time as the Rights are no longer redeemable by the
          Company as set forth below.

               For example, at an exercise price of $67.50 per Right,
          each Right not owned by an Acquiring Person (or by certain
          related parties) following an event set forth in the
          preceding paragraph would entitle its holder to purchase
          $135 worth of Common Stock (or other consideration, as noted
          above) for $67.50. Assuming that the Common Stock had a per
          share value of $33.75 at such time, the holder of each valid
          Right would be entitled to purchase four shares of Common
          Stock for $67.50.

               In the event that, at any time following the Stock
          Acquisition Date, (i) the Company is acquired in a merger or
          other business combination transaction in which the Company
          is not the surviving corporation (other than a merger
          described in the second preceding paragraph), or (ii) 50% or
          more of the Company's assets or earning power is sold or
          transferred, each

                                 -6-

<PAGE>

          holder of a Right (except Rights which previously have been
          voided as set forth above) shall thereafter have the right
          to receive, upon exercise, common stock of the acquiring
          company having a value equal to two times the exercise price
          of the Right. The events set forth in this paragraph and in
          the second preceding paragraph are referred to as the
          "Triggering Events."

               At any time after the acquisition by a person or group
          of affiliated or associated persons of beneficial ownership
          of 15% or more of the outstanding Common Shares and prior to
          the acquisition by such person or group of 50% or more of
          the outstanding Common Shares, the Board of Directors may
          exchange the Rights (other than Rights owned by such person
          or group which have become void), in whole or in part, at an
          exchange ratio of one share of Common Stock, or one
          eight-hundredths of a share of Preferred Stock (or of a
          share of a class or series of the Company's preferred stock
          having equivalent rights, preferences and privileges), per
          Right (subject to adjustment).

               At any time prior to the time any Person becomes an
          Acquiring Person, the Company may redeem the Rights in
          whole, but not in part, at a price of $.01 per Right
          (payable in cash, Common Stock or other consideration deemed
          appropriate by the Board of Directors). Immediately upon the
          action of the Board of Directors ordering redemption of the
          Rights, the Rights will terminate and the only right of the
          holders of Rights will be to receive the $.01 redemption
          price.

               Until a Right is exercised, the holder thereof, as
          such, will have no rights as a stockholder of the Company,
          including, without limitation, the right to vote or to
          receive dividends. While the distribution of the Rights will
          not be taxable to stockholders or to the Company,
          stockholders may, depending upon the circumstances,
          recognize taxable income in the event that the Rights become
          exercisable for Common Stock (or other consideration) of the
          Company or for common stock of the acquiring company as set
          forth above.

               Any of the provisions of the Rights Agreement may be
          amended by the Board of Directors of the Company prior to
          the acquisition by a person or group of affiliated or prior
          to the time any Person becomes an Acquiring Person.
          Thereafter, the provisions of the Rights Agreement may be
          amended by the Board in order to cure any ambiguity, to make
          changes which do not adversely affect the interests of
          holders of Rights, or to shorten or lengthen any time period
          under the Rights Agreement;

                                 -7-
<PAGE>

          provided, however, that no amendment to adjust the time
          period governing redemption shall be made at such time as
          the Rights are not redeemable.

               A copy of the Rights Agreement has been filed with the
          Securities and Exchange Commission as an Exhibit to a
          Registration Statement on Form 8-A. A copy of the Rights
          Agreement is available free of charge from the Company. This
          summary description of the Rights does not purport to be
          complete and is qualified in its entirety by reference to
          the Rights Agreement, which is incorporated herein by
          reference.

     5. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the laws of the State of New York and for all
purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such
State.

     6. This Amendment to the Rights Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument. Terms not defined herein shall,
unless the context otherwise requires, have the meanings assigned to such terms
in the Rights Agreement.

     7. In all respects not inconsistent with the terms and provisions of this
Amendment to the Rights Agreement, the Rights Agreement is hereby ratified,
adopted, approved and confirmed. In executing and delivering this Amendment, the
Rights Agent shall be entitled to all the privileges and immunities afforded to
the Rights Agent under the terms and conditions of the Rights Agreement.

     8. If any term, provision, covenant or restriction of this Amendment to the
Rights Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment to the Rights Agreement, and of the
Rights Agreement, shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.


                                      -8-
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.







Attest:                                   BECTON, DICKINSON AND COMPANY


By:   /s/  BRIDGET M. HEALY               By:   /s/   EDWARD J. LUDWIG
     ----------------------                     --------------------------------
     Name: BRIDGET M. HEALY                     Name: EDWARD J. LUDWIG
     Title: Vice President                      Title: Chief Executive Officer
                                                       and President


Attest:                                   FIRST CHICAGO TRUST COMPANY OF
                                          NEW YORK


By:   /s/  CRAIG F. BROOMFIELD            By:   /s/   CHARLES D. KERYE
     -------------------------                  --------------------------------
     Name: CRAIG F. BROOMFIELD                  Name: CHARLES D. KERYE
     Title: Senior Account Manager              Title: Managing Director




                                      -9-





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