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As filed with the Securities and Exchange Commission on December 10, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1999 Commission file number 1-4802
Becton, Dickinson and Company
(Exact name of registrant as specified in its charter)
New Jersey 22-0760120
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880
(Address of principal executive offices) (Zip code)
(201) 847-6800
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
Name of each exchange on
Title of each class which registered
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Common Stock, Par Value $1.00 New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
As of November 30, 1999, 251,227,907 shares of the registrant's common stock
were outstanding and the aggregate market value of such common stock held by
nonaffiliates of the registrant was approximately $6,849,829,412.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's Annual Report to Shareholders for the
fiscal year ended September 30, 1999 are incorporated by reference into Parts
I and II hereof.
(2) Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held February 8, 2000 are incorporated by reference into
Part III hereof.
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including information incorporated herein
by reference, contains certain forward-looking statements (as defined under
Federal securities laws) regarding the performance of Becton, Dickinson and
Company (BD), including future revenues, products and income or events or
developments that BD expects to occur or anticipates occurring in the future.
All such statements are based upon current expectations of BD 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 BD's
filings with the Securities and Exchange Commission.
PART I
Item 1. Business.
General
Becton, Dickinson and Company was incorporated under the laws of the State
of New Jersey in November 1906, as successor to a New York business started in
1897. Its executive offices are located at 1 Becton Drive, Franklin Lakes, New
Jersey 07417-1880 and its telephone number is (201) 847-6800. All references
herein to "BD" or the "Company" refer to Becton, Dickinson and Company and its
domestic and foreign subsidiaries unless otherwise indicated by the context.
BD is engaged principally in the manufacture and sale of a broad line of
supplies, devices and systems used by health care professionals, medical
research institutions and the general public.
Business Segments
BD's operations consist of three worldwide business segments: Medical
Systems, Biosciences, and Preanalytical Solutions. Information with respect to
the Company's business segments appears on page 47 of the Company's Annual
Report to Shareholders for the fiscal year ended September 30, 1999 (the "1999
Annual Report"), and is incorporated herein by reference as part of Exhibit
13.
Medical Systems
The major products in this segment are hypodermic products, specially
designed devices for diabetes care, prefillable drug delivery systems and
infusion therapy products. This segment also includes anesthesia and surgical
products, ophthalmic surgery devices, critical care systems, elastic support
products and thermometers.
Biosciences
The major products in this segment are clinical and industrial microbiology
products, cellular analysis systems, research and clinical reagents for
cellular and nucleic acid analysis, cell culture labware, and growth media,
hematology instruments and other diagnostic systems, including
immunodiagnostic test kits.
Preanalytical Solutions
The major products in this segment are specimen collection products and
services, including specimen management systems. This segment also includes
consulting services and customized, automated bar-code systems for patient
identification and point-of-care data capture.
Acquisition of Businesses
During fiscal 1999, BD acquired ten businesses, including the following:
. December 1998 Glentech, Inc., a developer and manufacturer of monoclonal antibodies
used for researchers studying signal transduction and cell signaling
biology;
. January 1999 Luther Medical Products, Inc., a manufacturer of extended dwell
peripheral catheters;
. February 1999 Biometric Imaging, Inc., a manufacturer of cellular analysis systems;
. June 1999 Critical Device Corporation, a manufacturer of needleless intravenous
access products;
. July 1999 SAF-T-MED, Inc., a developer of safety-needle technology; and
. August 1999 Clontech Laboratories, Inc., a developer and manufacturer of reagents for
gene-based drug discovery technology and molecular biology research.
The operating results of these businesses, from their respective dates of
acquisition, are reflected in the Consolidated Financial Statements
incorporated by reference as part of Exhibit 13.
Foreign Operations
BD's products are manufactured and sold worldwide. The principal markets for
the Company's products outside the United States are Europe, Japan, Mexico,
Asia Pacific, Canada and Brazil. The principal products sold by BD outside of
the United States are hypodermic needles and syringes, diagnostic systems,
VACUTAINER(R) brand blood collection products, HYPAK(R) brand prefillable
syringe systems, and infusion therapy products. BD has manufacturing
operations outside the United States in Brazil, China, France, Germany, India,
Ireland, Japan, Korea, Mexico, Pakistan, Singapore, Spain, Sweden and the
United Kingdom. Information with respect to the Company's geographic areas
appears on page 48 of the 1999 Annual Report, and is incorporated herein by
reference as part of Exhibit 13.
Foreign economic conditions and exchange rate fluctuations have caused the
profitability from foreign revenues to fluctuate more than the profitability
from domestic revenues. BD believes its activities in some countries outside
of the United States involve greater risk than its domestic business due to
the foregoing factors, as well as local commercial and economic policies and
political uncertainties.
Revenues and Distribution
BD's products and services are marketed in the United States both through
independent distribution channels and directly to end-users. BD's products are
marketed outside the United States through independent distributors and sales
representatives, and, in some markets, directly to end-users. Sales to a
distributor, which supplies the Company's products from all business segments
to many end-users, accounted for approximately 11% of total Company revenues
in fiscal 1999. Order backlog is not material to BD's business inasmuch as
orders for BD products generally are received and filled on a current basis,
except for items temporarily out of stock. Substantially all revenue is
recognized when products are shipped to customers.
Research and Development
BD conducts its research and development activities at its operating units,
at Becton Dickinson Technologies in Research Triangle Park, North Carolina and
in collaboration with selected universities, medical centers and other
entities. BD also retains individual consultants to support its efforts in
specialized fields. The Company spent $254,016,000 on research and development
during the fiscal year ended September 30, 1999, and $217,900,000 and
$180,626,000, respectively, during the two immediately preceding fiscal years.
Research and development spending in fiscal years 1999, 1998 and 1997 included
the write-off of acquired in-process research and development of $48,800,000,
$30,000,000 and $14,750,000, respectively. Information with respect to the
Company's write-off of acquired in-process research and development appears on
pages 33 and 34 of the 1999 Annual Report, and is incorporated herein by
reference as part of Exhibit 13.
2
Competition
A number of companies, some of which are more specialized than BD, compete
in the medical technology field. In each such case, competition involves only
a part of the Company's product lines. Competition in BD's markets is based on
a combination of factors, including price, quality, service, reputation,
distribution and promotion. Ongoing investments in research, quality
management, quality improvement, product innovation and productivity
improvement are required to maintain an advantage in the competitive
environments in which the Company operates.
New companies have entered the medical technology field and established
companies have diversified their business activities into this area. Other
firms engaged in the distribution of medical technology products have become
manufacturers as well. Some of BD's competitors have greater financial
resources than BD. BD also is faced with competition from products
manufactured outside the United States.
Intellectual Property and Licenses
BD owns significant intellectual property, including patents, patent
applications, technology, trade secrets, know-how, copyrights and trademarks
in the United States and other countries. BD is also licensed under domestic
and foreign patents, patent applications, technology, trade secrets, know-how,
copyrights and trademarks owned by others. In the aggregate, these
intellectual property assets and licenses are of material importance to the
Company's business. BD does not believe, however, that any single patent,
technology, trademark, intellectual property asset or license is material in
relation to BD's business as a whole.
Raw Materials
BD purchases many different types of raw materials including plastics,
glass, metals, yarn and yarn goods, paper products, agricultural products,
electronic and mechanical sub-assemblies and various biological, chemical and
petrochemical products. All but a few of the Company's principal raw materials
are available from multiple sources.
Regulation
BD's medical technology products and operations are subject to regulation by
the federal Food and Drug Administration and various other federal and state
agencies, as well as by a number of foreign governmental agencies. BD believes
it is in compliance in all material respects with the regulations promulgated
by such agencies, and that such compliance has not had, and is not expected to
have, a material adverse effect on its business.
BD also believes that its operations comply in all material respects with
applicable environmental laws and regulations. Such compliance has not had,
and is not expected to have, a material adverse effect on the Company's
capital expenditures, earnings or competitive position.
Employees
As of September 30, 1999, BD had approximately 24,000 employees, of whom
approximately 10,700 were employed in the United States. BD believes that its
employee relations are satisfactory.
Item 2. Properties.
The executive offices of the Company are located in Franklin Lakes, New
Jersey. BD owns and leases approximately 12,858,043 square feet of
manufacturing, warehousing, administrative and research facilities throughout
the world. The domestic facilities, including Puerto Rico, comprise
approximately 5,380,525 square
3
feet of owned and 1,928,445 square feet of leased space. The foreign
facilities comprise approximately 3,853,883 square feet of owned and 1,695,190
square feet of leased space. Sales offices and distribution centers included
in the total square footage are also located throughout the world.
Operations in each of the Company's business segments are conducted at both
domestic and foreign locations. Particularly in the international marketplace,
facilities often serve more than one business segment and are used for
multiple purposes, such as administrative/sales, manufacturing and/or
warehousing/distribution. BD generally seeks to own its manufacturing
facilities, although some are leased. Most of BD's administrative, sales and
warehousing/distribution facilities are leased.
BD believes that its facilities are of good construction and in good
physical condition, are suitable and adequate for the operations conducted at
those facilities, and are, with minor exceptions, fully utilized and operating
at normal capacity.
The domestic facilities include facilities in Arizona, California, Colorado,
Connecticut, Florida, Georgia, Illinois, Indiana, Kentucky, Maryland,
Massachusetts, Michigan, Missouri, Nebraska, New Jersey, New York, North
Carolina, Ohio, South Carolina, Tennessee, Texas, Utah, Virginia, Wisconsin,
and Puerto Rico.
The foreign facilities are grouped as follows:
--Canada includes approximately 105,866 square feet of leased space.
--Europe and Eastern Europe, Middle East and Africa include facilities
in Austria, Belgium, the Czech Republic, Denmark, Egypt, England,
Finland, France, Germany, Greece, Hungary, Ireland, Italy, Ivory
Coast, Kenya, the Netherlands, Poland, Russia, South Africa, Spain,
Sweden, Switzerland, Turkey, and the United Arab Emirates and are
comprised of approximately 1,712,871 square feet of owned and 862,688
square feet of leased space.
--Latin America includes facilities in Argentina, Bolivia, Brazil,
Chile, Colombia, Guatemala, Mexico, Panama, Paraguay, Peru, Uruguay,
and Venezuela and is comprised of approximately 1,158,014 square feet
of owned and 333,037 square feet of leased space.
--Asia Pacific includes facilities in Australia, China, Hong Kong,
India, Indonesia, Japan, Malaysia, New Zealand, Pakistan, the
Philippines, Singapore, South Korea, Taiwan, Thailand, and Vietnam and
is comprised of approximately 982,998 square feet of owned and 393,599
square feet of leased space.
The table below summarizes property information by business segment:
Medical Preanalystical
Category Corporate Biosciences Systems Solutions Mixed(A) Total
-------- --------- ----------- --------- -------------- --------- ----------
Leased
Facilities............. 3 19 124 3 9 158
Square feet............ 45,055 548,628 1,829,153 7,558 1,193,241 3,623,635
Manufacturing square
footage............... -- 38,378 334,103 -- -- 372,481
Manufacturing
facilities............ -- 5 9 -- -- 14
Owned
Facilities............. 3 21 24 3 9 60
Square feet............ 471,260 2,051,974 4,310,882 650,643 1,749,649 9,234,408
Manufacturing square
footage............... -- 884,850 2,603,060 397,327 512,720 4,397,957
Manufacturing
facilities............ -- 16 23 3 4 46
Total
Facilities............. 6 40 148 6 18 218
Square feet............ 516,315 2,600,602 6,140,035 658,201 2,942,890 12,858,043
Manufacturing square
footage............... -- 923,228 2,937,163 397,327 512,720 4,770,438
Manufacturing
facilities............ -- 21 32 3 4 60
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(A) Facilities used by all business segments.
4
Item 3. Legal Proceedings.
BD, along with a number of other manufacturers, has been named as a
defendant in approximately 310 product liability lawsuits related to natural
rubber latex that have been filed in various state and Federal courts. Cases
pending in Federal Court are being coordinated under the matter In re Latex
Gloves Products Liability Litigation (MDL Docket No. 1148) in Philadelphia,
and analogous procedures have been implemented in the state courts of
California, Pennsylvania, New Jersey and New York. Generally, these actions
allege that medical personnel have suffered allergic reactions ranging from
skin irritation to anaphylaxis as a result of exposure to medical gloves
containing natural rubber latex. In 1986, the Company acquired a business
which manufactured, among other things, latex surgical gloves. In 1995, the
Company divested this glove business. The Company is vigorously defending
these lawsuits.
BD, along with another manufacturer and several medical products
distributors, has been named as a defendant in eleven product liability
lawsuits relating to health care workers who allegedly sustained accidental
needle sticks, but have not become infected with any disease. The case brought
in California under the caption Chavez vs. Becton Dickinson (Case No. 722978,
San Diego County Superior Court), filed on August 4, 1998 was dismissed in a
judgment filed March 19, 1999 which has been appealed by plaintiffs. The Case
brought in Florida under the caption Delgado vs. Becton Dickinson et al. (Case
No. 98-5608, Hillsborough County Circuit Court) filed on July 24, 1998 was
voluntarily withdrawn by the plaintiffs on March 8, 1999. Cases have been
filed on behalf of an unspecified number of health care workers in nine other
states, seeking class action certification under the laws of these states. To
date, no class has been certified in any of these cases. The nine remaining
actions are pending in state court in Texas, under the caption Usrey vs.
Becton Dickinson et al. (Case No. 342-173329-98, Tarrant County District
Court), filed on April 9, 1998; in Federal Court in Ohio, under the caption
Grant vs. Becton Dickinson et al. (Case No. C2 98-844, Southern District of
Ohio), filed on July 22, 1998; in state court in Illinois, under the caption
McCaster vs. Becton Dickinson et al. (Case No. 98L09478, Cook County Circuit
Court), filed on August 13, 1998; in state court in Oklahoma, under the
caption Palmer vs. Becton Dickinson et al. (Case No. CJ-98-685, Sequoyah
County District Court), filed on October 27, 1998; in state court in Alabama,
under the caption Daniels vs. Becton Dickinson et al. (Case No. CV 1998 2757,
Montgomery County Circuit Court), filed on October 30, 1998; in state court in
South Carolina, under the caption Bales vs. Becton Dickinson et al. (Case No.
98-CP-40-4343, Richland County Court of Common Pleas), filed on November 25,
1998; in state court in Pennsylvania, under the caption Brown vs. Becton
Dickinson et al. (Case No. 03474, Philadelphia County Court of Common Pleas)
filed on November 27, 1998; and in state court in New Jersey, under the
caption Pollak Swartley vs. Becton Dickinson et al. (Case No. L-9449-98,
Camden County Superior Court), filed on December 7, 1998; and in state court
in New York, under the caption Benner vs. Becton Dickinson et al. (Case No.
99-111372, Supreme Court of the State of New York) filed on June 1, 1999.
Generally, these remaining actions allege that health care workers have
sustained needle sticks using hollow-bore needle devices manufactured by the
Company and, as a result, require medical testing, counseling and/or
treatment. Several actions additionally allege that the health care workers
have sustained mental anguish. Plaintiffs seek money damages in all remaining
actions.
In June 1999, a class certification hearing was held in the matter of Usrey
vs. Becton, Dickinson et al., which was first filed in Texas state court on
April 9, 1998, under the caption Calvin vs. Becton Dickinson et al. The Court
has advised the parties by letter received October 27, 1999 that it believes
that it is appropriate to address the issues in the case by way of a class
action under Texas procedural law. The Court has scheduled a meeting with the
parties' counsel in mid-December to discuss the wording of an appropriate
order.
BD continues to oppose class action certification in this and the other
remaining cases and will continue vigorously to defend these lawsuits,
including pursuing all appropriate rights of appeal.
BD, along with another manufacturer, a group purchasing organization ("GPO")
and three hospitals, has been named as a defendant in an antitrust action
brought pursuant to the Texas Free Enterprise Act ("TFEA"). The action is
pending in state court in Texas, under the caption Retractable Technologies
Inc. vs. Becton
5
Dickinson and Company et al. (Case No. 533*JG98, Brazoria County District
Court), filed on August 4, 1998. Plaintiff, a manufacturer of retractable
syringes, alleges that the Company's contracts with GPOs exclude plaintiff
from the market in syringes and blood collection products, in violation of the
TFEA. Plaintiff also alleges that the Company has conspired with other
manufacturers to maintain its market share in these products. Plaintiff seeks
money damages. The pending action is in preliminary stages. The Company
intends to mount a vigorous defense in this action.
BD is a party to a number of federal proceedings in the United States
brought under the Comprehensive Environmental Response, Compensation and
Liability Act, also known as Superfund, and similar state laws. The Company
also is involved in other legal proceedings and claims which arise in the
ordinary course of business, both as a plaintiff and a defendant.
In the opinion of the Company, the results of the above matters,
individually and in the aggregate, are not expected to have a material effect
on its results of operations, financial condition or cash flows.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Executive Officers of the Registrant (as of December 1, 1999)
The following is a list of the executive officers of the Company, their ages
and all positions and offices held by each of them during the past five years.
There is no family relationship between any of the named persons.
Name Age Position
---- --- --------
Clateo Castellini................ 64 Director, Chairman of the Board, and
Chief Executive Officer since June
1994; Director, Chairman of the
Board, President and Chief Executive
Officer from June 1994 to May 1999;
and prior thereto, Sector President--
Medical.
John W. Galiardo................. 65 Director, Vice Chairman of the Board
and General Counsel since June 1994,
and prior thereto, Vice President and
General Counsel.
Richard O. Brajer................ 39 President--Worldwide Preanalytical
Solutions since July 1999;
President--Worldwide Sample
Collection from October 1998 to July
1999; President--Infusion Therapy
Europe from February 1998 to
September 1998; Vice
President/General Manager--Consumer
Products Europe from October 1995 to
January 1998; Director, North America
Marketing, Diabetes Health Care from
October 1994 to September 1995; and
prior thereto, Director, Corporate
Strategic Planning.
Gary M. Cohen.................... 40 President--Worldwide Medical Systems
since May 1999; Executive Vice
President from July 1998 to May 1999;
President--Becton Dickinson Europe
and Worldwide Sample Collection from
October 1997 to June 1998;
President--Worldwide Sample
Collection from October 1996 to
September 1997; President--Becton
Dickinson Division/Worldwide
Hypodermic from August 1994 to
September 1996; Vice President,
Marketing and Development from July
1993 to July 1994; and prior thereto,
Director of Marketing.
6
Name Age Position
---- --- --------
Vincent A. Forlenza.............. 46 Senior Vice President-Technology,
Strategy and Development since
February 1999; President--Worldwide
Microbiology Systems from October
1996 to January 1999; President--
Diagnostic Instrument Systems from
October 1995 to September 1996; and
prior thereto, Division President--
Becton Dickinson Advanced
Diagnostics.
James V. Jerbasi................. 61 Vice President--Human Resources since
February 1999, and prior thereto,
Director of International Human
Resources.
Edward J. Ludwig................. 48 President since May 1999; Executive
Vice President from July 1998 to May
1999; Senior Vice President--Finance
and Chief Financial Officer from July
1995 to June 1998; Vice President--
Finance from May 1995 to June 1995;
Vice President--Finance and
Controller from January 1995 to May
1995; and prior thereto, President--
Becton Dickinson Diagnostic
Instrument Systems.
Deborah J. Neff.................. 46 President--Worldwide Biosciences
since February 1999; President--
Worldwide Immunocytometry Systems
from October 1996 to January 1999;
President--Becton Dickinson
Immunocytometry Systems from January
1995 to September 1996; Vice
President--General Manager from
October 1992 to December 1994; and
prior thereto, Vice President--
Operations.
7
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
BD's common stock is listed on the New York Stock Exchange. As of November
30, 1999, there were approximately 11,500 shareholders of record. The balance
of the information required by this item appears under the caption "Common
Stock Prices and Dividends" on the inside back cover of the Company's 1999
Annual Report and is incorporated herein by reference as part of Exhibit 13.
Pursuant to the terms of the Stock Purchase Agreement and Plan of Merger and
Reorganization dated September 3, 1997 (the "Merger Agreement") entered into
by the Company in connection with the acquisition of Critical Device
Corporation, a California corporation ("CDC"), on June 22, 1999 (the "Closing
Date") the former shareholders of CDC received 327,767 shares of the Company's
common stock, par value $1.00 per share ("Common Stock"). An additional 29,755
shares of Common Stock was deposited in escrow to secure the indemnification
and other obligations of the former shareholders of CDC. Pursuant to the terms
of the Merger Agreement, the former shareholders of CDC may receive up to an
additional $10,000,000 in shares of Company Common Stock during the ten year
period after the Closing Date based upon sales of certain products.
The Common Stock issued to the former shareholders of CDC was offered and
sold pursuant to the exemption from registration provided by Section 4(2) of
the Securities Act of 1933, as amended (the "Securities Act"), for
transactions not involving a public offering of securities. In connection with
the offer and sale, the Company relied upon the fact that the offering was
made to only three offerees (the former shareholders of CDC) and did not
involve any general advertising or solicitation, the offerees were
sophisticated investors, the size of the offering was small in relation to the
Company's market capitalization, and the Company had taken reasonable steps to
prevent resale of the Common Stock by the former shareholders of CDC in
violation of the Securities Act.
Item 6. Selected Financial Data.
The information required by this item is included under the caption "Eight-
Year Summary of Selected Financial Data" on page 26 of the Company's 1999
Annual Report and is incorporated herein by reference as part of Exhibit 13.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The information required by this item is included in the text contained
under the caption "Financial Review" on pages 18-25 of the Company's 1999
Annual Report and is incorporated herein by reference as part of Exhibit 13.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The information required by this item is included in the text contained on
page 20 of the "Financial Review" section of the Company's 1999 Annual Report,
and in Notes 1 and 10 to the consolidated financial statements contained in
the Company's 1999 Annual Report, and each is incorporated herein by reference
as part of Exhibit 13.
Item 8. Financial Statements and Supplementary Data.
The information required by this item is included on page 13 herein and on
pages 28-48 of the Company's 1999 Annual Report and is incorporated herein by
reference as part of Exhibit 13.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
8
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information relating to directors required by this item will be
contained under the captions "Board of Directors", "Election of Directors" and
"Continuing Directors" in a definitive Proxy Statement involving the election
of directors which the registrant will file with the Securities and Exchange
Commission not later than 120 days after September 30, 1999 (the "Proxy
Statement"), and such information is incorporated herein by reference.
The information relating to executive officers required by this item is
included herein in Part I under the caption "Executive Officers of the
Registrant".
The information required pursuant to Item 405 of Regulation S-K will be
contained under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Company's Proxy Statement, and such information is
incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this item will be contained under the captions
"Board of Directors" and "Executive Compensation" in the Company's Proxy
Statement, and such information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item will be contained under the caption
"Share Ownership of Management and Certain Beneficial Owners" in the Company's
Proxy Statement, and such information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)(1) Financial Statements
The following consolidated financial statements of BD included in the
Company's 1999 Annual Report at the pages indicated in parentheses, are
incorporated by reference in Item 8 hereof:
Consolidated Statements of Income--Years ended September 30, 1999, 1998
and 1997 (page 28)
Consolidated Statements of Comprehensive Income--Years ended September
30, 1999, 1998 and 1997 (page 29)
Consolidated Balance Sheets--September 30, 1999 and 1998 (page 30)
Consolidated Statements of Cash Flows--Years ended September 30, 1999,
1998 and 1997 (page 31)
Notes to Consolidated Financial Statements (pages 32-48)
(a)(2) Financial Statement Schedules
The following consolidated financial statement schedule of the Company is
included herein at the page indicated in parentheses:
Schedule II--Valuation and Qualifying Accounts (page 14)
9
All other schedules for which provision is made in the applicable accounting
regulations of the Securities Exchange Act of 1934 are not required under the
related instructions or are inapplicable, and therefore have been omitted.
(a)(3) Exhibits
See Exhibit Index on pages 15, 16 and 17 hereof for a list of all management
contracts, compensatory plans and arrangements required by this item (Exhibit
Nos. 10(a)(i) through 10(n)), and all other Exhibits filed or incorporated by
reference as a part of this report.
(b) Reports on Form 8-K
On September 30, 1999 the registrant filed a report on Form 8-K for purposes
of filing certain agreements and instruments executed in connection with a
public offering by the registrant of its 7.15% Notes due October 1, 2009. On
September 29, 1999, the registrant filed a report on Form 8-K for purposes of
reporting an amendment to its by-laws. On August 27, 1999 the registrant filed
a report on Form 8-K for purposes of reporting the completion of the
acquisition of Clontech Laboratories, Inc. On August 10, 1999 the registrant
filed a report on Form 8-K for purposes of reporting the revised agreement for
the acquisition of Clontech Laboratories, Inc. On July 22, 1999 the registrant
filed a report on Form 8-K for purposes of reporting its results of operations
for the third quarter ended June 30, 1999.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Becton, Dickinson and Company
By: /s/ John W. Galiardo
----------------------------------
John W. Galiardo
Vice Chairman of the Board and
General Counsel
Dated: December 10, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on the 10th day of December, 1999 by the
following persons on behalf of the registrant and in the capacities indicated.
Name Capacity
---- --------
/s/ Clateo Castellini Chairman of the Board,
___________________________________________ Chief Executive Officer and
Clateo Castellini Director (Principal Executive
Officer)
/s/ Edward J. Ludwig Director and President
___________________________________________
Edward J. Ludwig
/s/ Richard M. Hyne Vice President and Controller
___________________________________________ (Principal Financial and
Richard M. Hyne Accounting Officer)
/s/ Harry N. Beaty, M.D. Director
___________________________________________
Harry N. Beaty, M.D.
/s/ Henry P. Becton, Jr. Director
___________________________________________
Henry P. Becton, Jr.
/s/ Albert J. Costello Director
___________________________________________
Albert J. Costello
/s/ Gerald M. Edelman, M.D. Director
___________________________________________
Gerald M. Edelman, M.D.
/s/ John W. Galiardo Director
___________________________________________
John W. Galiardo
11
Name Capacity
---- --------
/s/ Richard W. Hanselman Director
___________________________________________
Richard W. Hanselman
/s/ Frank A. Olson Director
___________________________________________
Frank A. Olson
/s/ Willard J. Overlock, Jr. Director
___________________________________________
Willard J. Overlock, Jr.
/s/ James E. Perrella Director
___________________________________________
James E. Perrella
/s/ Alfred Sommer Director
___________________________________________
Alfred Sommer
/s/ Raymond S. Troubh Director
___________________________________________
Raymond S. Troubh
/s/ Margaretha af Ugglas Director
___________________________________________
Margaretha af Ugglas
12
REPORT OF INDEPENDENT AUDITORS
To the Shareholders and Board of Directors
Becton, Dickinson and Company
We have audited the consolidated financial statements and related schedule
of Becton, Dickinson and Company listed in the accompanying index to financial
statements (Item 14(a)). These financial statements and related schedule are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and related schedule based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and related
schedule are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and related schedule. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements listed in the accompanying index to
financial statements (Item 14(a)) present fairly, in all material respects,
the consolidated financial position of Becton, Dickinson and Company at
September 30, 1999 and 1998, and the consolidated results of its operations
and its cash flows for each of the three years in the period ended September
30, 1999, in conformity with generally accepted accounting principles. Also,
in our opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
/s/ Ernst & Young LLP
-----------------------------
Ernst & Young LLP
New York, New York
November 4, 1999
13
BECTON, DICKINSON AND COMPANY
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED SEPTEMBER 30, 1999, 1998, and 1997
(Thousands of dollars)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D Col. E
- ---------------------------------------------------------------------------------
Additions
Charged
Balance at to Costs Balance at
Beginning and End of
Description of Period Expenses Deductions Period
- ---------------------------------------------------------------------------------
1999
Against trade receivables:
For doubtful accounts........... $24,739 $13,244 $ 3,208(A) $34,775
For cash discounts.............. 10,779 38,292 34,810 14,261
------- ------- ------- -------
Total......................... $35,518 $51,536 $38,018 $49,036
======= ======= ======= =======
1998
Against trade receivables:
For doubtful accounts........... $20,234 $ 9,406 $ 4,901(A) $24,739
For cash discounts.............. 8,499 33,646 31,366 10,779
------- ------- ------- -------
Total......................... $28,733 $43,052 $36,267 $35,518
======= ======= ======= =======
1997
Against trade receivables:
For doubtful accounts........... $19,608 $ 3,289 $ 2,663(A) $20,234
For cash discounts.............. 8,448 30,532 30,481 8,499
------- ------- ------- -------
Total......................... $28,056 $33,821 $33,144 $28,733
======= ======= ======= =======
- --------
(A) Accounts written off.
14
EXHIBIT INDEX
Exhibit
Number Description Method of Filing
------- ----------- ----------------
3(a)(i) Restated Certificate of Incorporated by reference to Exhibit
Incorporation, as amended 3(a) to the registrant's Annual Report
January 22, 1990 on Form 10-K for the fiscal year ended
September 30, 1990
3(a)(ii) Amendment to the Restated Incorporated by reference to Exhibit
Certificate of 3(a) to the registrant's Quarterly
Incorporation, as of Report on Form 10-Q for the period ended
August 5, 1996 June 30, 1996
3(a)(iii) Amendment to the Restated Incorporated by reference to Exhibit
Certificate of 3(a)(iii) to the registrant's Quarterly
Incorporation, as of Report on Form 10-Q for the period ended
August 10, 1998 June 30, 1998
3(b) By-Laws, as amended as of Filed with this report
November 23, 1999
4(a) Indenture, dated as of Incorporated by reference to Exhibit 4
December 1, 1982, between to Registration Statement No. 2-80707 on
the registrant and Form S-3 filed by the registrant
Manufacturers Hanover
Trust Company
4(b) First Supplemental Incorporated by reference to Exhibit
Indenture, dated as of 4(b) to Registration Statement No. 33-
May 15, 1986, between the 5663 on Form S-3 filed by the registrant
registrant and
Manufacturers Hanover
Trust Company
4(c) Second Supplemental Incorporated by reference to Exhibit
Indenture, dated as of 4(c) to Form 8-K filed by the
January 10, 1995, between registrant on January 12, 1995
the registrant and The
Chase Manhattan Bank
(formerly known as
Chemical Bank, the
successor by merger to
Manufacturers Hanover
Trust Company)
4(d) Indenture, dated as of Incorporated by reference to Exhibit
March 1, 1997, between 4(a) to Form 8-K filed by the registrant
the registrant and The on July 31, 1997 (the registrant hereby
Chase Manhattan Bank agrees to furnish to the Commission upon
request a copy of any other instruments
which define the rights of holders of
long-term debt of the registrant)
4(e) Rights Agreement, dated Incorporated by reference to Exhibit 1
as of November 28, 1995, to Form 8-K filed by the registrant on
between the registrant December 14, 1995
and First Chicago Trust
Company of New York,
which includes as Exhibit
A thereto, the Form of
Right Certificate
10(a)(i) Employment Agreement, Incorporated by reference to Exhibit
dated June 18, 1986, 10(b)(i) to the registrant's Annual
between the registrant Report on Form 10-K for the fiscal year
and Clateo Castellini ended September 30, 1986
10(a)(ii) Employment Agreement, Incorporated by reference to Exhibit
dated June 18, 1986, 10(b)(ii) to the registrant's Annual
between the registrant Report on Form 10-K for the fiscal year
and John W. Galiardo ended September 30, 1986
15
Exhibit
Number Description Method of Filing
------- ----------- ----------------
10(b) Certified Resolution Incorporated by reference to Exhibit
authorizing certain payments 10(k) to the registrant's Annual
to certain corporate Report on Form 10-K for the fiscal
officers in the event of a year ended September 30, 1986
discharge, resignation due
to removal from position or
a significant change in such
officers' respective duties
within two years after a
change in control of the
registrant
10(c)(i) Form of Split Dollar Incorporated by reference to Exhibit
Agreement and related 10(e) to the registrant's Annual
Collateral Assignment Report on Form 10-K for the fiscal
covering the providing to year ended September 30, 1987
certain corporate officers
of a life insurance policy
in an amount equal to two
times base salary in lieu of
full participation in the
registrant's group life
insurance program
10(c)(ii) Form of Endorsement Method Filed with this report
Split Dollar Agreement
covering the providing to
certain corporate officers
of a life insurance policy
in an amount equal to two
times base salary in lieu of
full participation in the
registrant's group life
insurance program
10(d) Stock Award Plan, as amended Incorporated by reference to Exhibit
and restated effective 10(d) to the registrant's Annual
February 11, 1992 Report on Form 10-K for the fiscal
year ended September 30, 1992
10(e) 1997 Management Incentive Incorporated by reference to Exhibit
Plan 10(e) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 1997
10(f) 1982 Unqualified Stock Incorporated by reference to Exhibit
Option Plan, as amended and 10(g) to the registrant's Annual
restated February 8, 1994 Report on Form 10-K for the fiscal
year ended September 30, 1994
10(g)(i) Salary and Bonus Deferral Incorporated by reference to Exhibit
Plan, as amended and 4 to Registration Statement No. 333-
restated as of August 15, 11885 on Form S-8 filed by the
1996 registrant
10(g)(ii) 1996 Directors' Deferral Incorporated by reference to Exhibit
Plan 4 to Registration Statement No. 333-
16091 on Form S-8 filed by the
registrant
10(h) 1990 Stock Option Plan, as Incorporated by reference to Exhibit
amended and restated 10(i) to the registrant's Annual
February 8, 1994 Report on Form 10-K for the fiscal
year ended September 30, 1994
10(i) Retirement Benefit Incorporated by reference to Exhibit
Restoration Plan and related 10(i) to the registrant's Annual
Benefit Restoration Plan Report on Form 10-K for the fiscal
Trust, as amended and year ended September 30, 1998.
restated as of November 22,
1994
10(j)(i) 1994 Restricted Stock Plan Incorporated by reference to Exhibit
for Non-Employee A to the registrant's Proxy Statement
Directors dated January 5, 1994
10(j)(ii) Amendment to the 1994 Incorporated by reference to Exhibit
Restricted Stock 10(j)(ii) to the registrant's Annual
Plan for Non-Employee Report on Form 10-K for the fiscal
Directors as of year ended September 30, 1996
November 26, 1996
16
Exhibit
Number Description Method of Filing
------- ----------- ----------------
10(k) 1995 Stock Option Plan, as amended and Incorporated by reference to Exhibit
restated January 27, 1998 10(k) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 1998
10(l) 1998 Stock Option Plan Incorporated by reference to Exhibit
10.1 to the registrant's Quarterly
Report on Form 10-Q/A for the period
ended March 31, 1998
10(m) Australian, French and Spanish addenda Incorporated by reference to Exhibit
to the Becton, Dickinson and Company 10(m) to the registrant's Annual
Stock Option Plans Report on Form 10-K for the fiscal
year ended September 30, 1998
10(n) Indian addendum to the Becton, Dickinson Filed with this report
and Company Stock Option Plans
13 Portions of the registrant's Annual Filed with this report
Report to Shareholders for fiscal year
1999
21 Subsidiaries of the registrant Filed with this report
23 Consent of independent auditors Filed with this report
27 Financial Data Schedule Filed with this report
Copies of any Exhibits not accompanying this Form 10-K are available at a
charge of 25 cents per page by contacting: Investor Relations, Becton,
Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880,
Phone: 1-800-284-6845.
17