New Jersey
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001-4802
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22-0760120
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1 Becton Drive
Franklin Lakes, New Jersey |
07417-1880
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(Address of principal executive offices)
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(Zip Code)
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(201) 847-6800
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(Registrant’s telephone number, including area code)
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N/A
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(Former name or former address, if changed since last report)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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4.1
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Form of 1.401% Note due May 24, 2023.
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4.2
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Form of 3.02% Note due May 24, 2025.
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5.1
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Opinion of Gary DeFazio, Senior Vice President, Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company (Euro Notes).
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5.2
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Opinion of Gary DeFazio, Senior Vice President, Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company (Sterling Notes).
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5.3
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP (Euro Notes).
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5.4
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP (Sterling Notes).
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12.1
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Computation of Ratio of Earnings to Fixed Charges.
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23.1
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Consent of Gary DeFazio, Senior Vice President, Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company (included as part of Exhibits 5.1 and 5.2).
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23.2
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibits 5.3 and 5.4).
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Exhibit
Number |
Description | |
Form of 1.401% Note due May 24, 2023.
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Form of 3.02% Note due May 24, 2025.
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Opinion of Gary DeFazio, Senior Vice President, Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company (Euro Notes).
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Opinion of Gary DeFazio, Senior Vice President, Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company (Sterling Notes).
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP (Euro Notes).
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP (Sterling Notes).
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Computation of Ratio of Earnings to Fixed Charges.
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Consent of Gary DeFazio, Senior Vice President, Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company (included as part of Exhibits 5.1 and 5.2).
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibits 5.3 and 5.4).
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BECTON, DICKINSON AND COMPANY
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(Registrant)
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By:
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/s/ Gary DeFazio
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Gary DeFazio
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Senior Vice President, Corporate Secretary
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and Associate General Counsel
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ISIN:
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XS1822506272
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Common Code:
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182250627
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CUSIP No.:
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075887 CH0
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No.1
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€
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BECTON, DICKINSON AND COMPANY
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By:
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Christopher R. Reidy
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Chief Financial Officer and Executive Vice
President of Administration
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By:
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Gary DeFazio
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Senior Vice President, Corporate Secretary
and Associate General Counsel
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Dated:
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
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as Trustee
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By
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Authorized Officer
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· |
to any tax, assessment or other governmental charge that would not have been imposed but for the holder (or the beneficial owner for whose benefit such holder holds the Notes), or a fiduciary, settlor, beneficiary, member or shareholder of the holder, or a person holding a power over an estate or trust administered by a fiduciary holder, being treated as:
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· |
being or having been present in, or engaged in a trade or business in, the United States, or having or having had a permanent establishment in the United States;
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· |
having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment in respect of the Notes or the enforcement of any rights under the Indenture), including being or having been a citizen of the United States or treated as being or having been a resident thereof;
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· |
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States federal income tax purposes, a foreign tax exempt organization, or a corporation that has accumulated earnings to avoid United States federal income tax;
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· |
being or having been a “10-percent shareholder”, as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision, of the Company; or
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· |
being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, within the meaning of section 881(c)(3) of the Code or any successor provision;
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· |
to any holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
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· |
to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
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to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a Paying Agent from the payment;
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to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;
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to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of the Notes, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
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· |
to any tax assessment or other governmental charge required to be withheld or deducted that is imposed on a payment pursuant to sections 1471 through 1474 of the Code (or any amended or successor version of such sections that is substantively comparable and not materially more onerous to comply with), any Treasury Regulations promulgated thereunder, or any other official interpretations thereof (collectively, “FATCA”), any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA;
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· |
any tax assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
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any tax, assessment or other governmental charge that is imposed by reason of the failure of the beneficial owner to fulfill the statement requirements of section 871(h) or section 881(c) of the Code;
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· |
any tax imposed pursuant to section 871(h)(6) or section 881(c)(6) of the Code (or any amended or successor provisions); or
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· |
in the case of any combination of the above bulleted items under this heading “Additional Amounts.”
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ISIN:
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XS1822506439
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Common Code:
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182250643
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CUSIP No.:
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075887 CG2
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No.1
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£
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BECTON, DICKINSON AND COMPANY
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By:
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Christopher R. Reidy
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Chief Financial Officer and Executive Vice President of Administration
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By:
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Gary DeFazio
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Senior Vice President, Corporate Secretary and Associate General Counsel
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
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By
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||
Authorized Officer |
· |
to any tax, assessment or other governmental charge that would not have been imposed but for the holder (or the beneficial owner for whose benefit such holder holds the Notes), or a fiduciary, settlor, beneficiary, member or shareholder of the holder, or a person holding a power over an estate or trust administered by a fiduciary holder, being treated as:
|
· |
being or having been present in, or engaged in a trade or business in, the United States, or having or having had a permanent establishment in the United States;
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· |
having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment in respect of the Notes or the enforcement of any rights under the Indenture), including being or having been a citizen of the United States or treated as being or having been a resident thereof;
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· |
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States federal income tax purposes, a foreign tax exempt organization, or a corporation that has accumulated earnings to avoid United States federal income tax;
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· |
being or having been a “10-percent shareholder”, as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision, of the Company; or
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· |
being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, within the meaning of section 881(c)(3) of the Code or any successor provision;
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· |
to any holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
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· |
to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
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· |
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a Paying Agent from the payment;
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· |
to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;
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· |
to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of the Notes, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
|
· |
to any tax assessment or other governmental charge required to be withheld or deducted that is imposed on a payment pursuant to sections 1471 through 1474 of the Code (or any amended or successor version of such sections that is substantively comparable and not materially more onerous to comply with), any Treasury Regulations promulgated thereunder, or any other official interpretations thereof (collectively, “FATCA”), any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA;
|
· |
any tax assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
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· |
any tax, assessment or other governmental charge that is imposed by reason of the failure of the beneficial owner to fulfill the statement requirements of section 871(h) or section 881(c) of the Code;
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· |
any tax imposed pursuant to section 871(h)(6) or section 881(c)(6) of the Code (or any amended or successor provisions); or
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· |
in the case of any combination of the above bulleted items under this heading “Additional Amounts.”
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(i) |
The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New Jersey, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus.
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(ii) |
The Underwriting Agreement, the Indenture and the Notes have been duly authorized, executed and delivered by the Company.
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(iii) |
The issue and sale of the Notes and the compliance by the Company with all of the provisions of the Notes and the Indenture, and the consummation of the transactions therein contemplated, will not conflict with or result in a breach or violation of any statute or any order, rule or regulation known to me of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties.
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Very truly yours, | |
/s/ Gary DeFazio
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Gary DeFazio
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Senior Vice President, Corporate Secretary and Associate General Counsel
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(i) |
The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New Jersey, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus.
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(ii) |
The Underwriting Agreement, the Indenture and the Notes have been duly authorized, executed and delivered by the Company.
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(iii) |
The issue and sale of the Notes and the compliance by the Company with all of the provisions of the Notes and the Indenture, and the consummation of the transactions therein contemplated, will not conflict with or result in a breach or violation of any statute or any order, rule or regulation known to me of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties.
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Very truly yours, | |
/s/ Gary DeFazio
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Gary DeFazio
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Senior Vice President, Corporate Secretary and Associate General Counsel
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RE: |
Becton, Dickinson and Company
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Very truly yours, | |
/s/ Skadden, Arps, Slate, Meagher & Flom LLP |
RE: |
Becton, Dickinson and Company
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Registration Statement on Form S-3
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Very truly yours,
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/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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Six Months Ended March 31,
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Year Ended September 30
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|||||||||||||||||||||||
Historical
2017
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Historical
2017
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Historical
2016
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Historical
2015
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Historical
2014
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Historical
2013
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Earnings:
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Income from Continuing Operations Before Inc. Tax
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$
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111
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$
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976
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$
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1,074
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$
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739
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$
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1,522
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$
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1,165
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||||||||||||
Interest Capitalized, Net (1)
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(8
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)
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(7
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)
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(3
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)
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(5
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)
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(10
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)
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(11
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)
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||||||||||||
Minority Interest
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31
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40
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-
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-
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-
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-
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Fixed Charges
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382
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590
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455
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431
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191
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194
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||||||||||||||||||
Earnings as Adjusted
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$
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516
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$
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1,599
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$
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1,526
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$
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1,165
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$
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1,703
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$
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1,348
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||||||||||||
Fixed Charges:
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||||||||||||||||||||||||
Interest Cost (2)
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$
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364
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$
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553
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$
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418
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$
|
401
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$
|
167
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$
|
171
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||||||||||||
Interest Allocable to Rental Expenses (3)
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18
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37
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37
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30
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24
|
23
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||||||||||||||||||
Fixed Charges
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$
|
382
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$
|
590
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$
|
455
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$
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431
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$
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191
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$
|
194
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||||||||||||
Ratio of Earnings to Fixed Charges
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1.4
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2.7
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3.4
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2.7
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8.9
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6.9
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