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) August 13, 2002
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BECTON, DICKINSON AND COMPANY
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(Exact name of registrant as specified in its charter)
New Jersey 001-4802 22-0760120
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(State or other juris- (Commission (IRS Employer Iden-
diction of incorporation) File Number) tification Number)
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 847-6800
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N/A
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(Former name or former addresses if changed since last report.)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit 99.1 Certification of Edward J. Ludwig, Chief Executive Officer,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 99.2 Certification of John R. Considine, Chief Financial Officer,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Item 9. Regulation FD Disclosure
The following statements are being furnished under the provisions of
Regulation FD:
I. On August 13, 2002, Becton, Dickinson and Company ("BD") submitted to the
Securities and Exchange Commission the certifications of its Chief
Executive Officer, Edward J. Ludwig, and its Chief Financial Officer, John
R. Considine, relating to BD's Quarterly Report on Form 10-Q for the period
ended June 30, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
Copies of these certifications are attached hereto as Exhibits 99.1 and
99.2, respectively.
II. On August 13, 2002, John R. Considine, Executive Vice President and Chief
Financial Officer, purchased 3,500 shares of BD common stock. This
transaction was reported today on a Form 4 to the Securities and Exchange
Commission.
As a result of this transaction, Mr. Considine's direct ownership of shares
of BD increased to 27,310 shares. Mr. Considine also has ownership
interests in 491 shares of common stock and (subject to applicable vesting
requirements) 82 shares of ESOP preferred stock in BD's Savings Incentive
Plan and 24,071 shares in BD's Deferred Compensation Plan.
III. Since January 1, 2002, Edward J. Ludwig, Chairman, President and Chief
Executive Officer, John R. Considine, Executive Vice President and Chief
Financial Officer, and Bridget M. Healy, Vice President, General Counsel
and Secretary, collectively, have invested a total of $1,069,007 in
25,494 shares of common stock of BD, through bonus and salary deferral
elections pursuant to BD's Deferred Compensation Plan. These officers have
irrevocably elected through December 31, 2002 to make ongoing bi-weekly
investments in BD shares in an aggregate bi-weekly amount of $10,887
through BD's Deferred Compensation Plan. These investments in BD shares
under BD's Deferred Compensation Plan are reported, as they occur, as
acquisitions of derivative securities on Table II of Forms 4.
The information in this Current Report on Form 8-K, including the exhibits,
is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liability of that section.
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/ Gary DeFazio
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Gary DeFazio
Assistant Secretary
Date: August 13, 2002
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INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibits
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99.1 Certification of Edward J. Ludwig, Chief Executive Officer,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification of John R. Considine, Chief Financial Officer,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002