-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LAudvWLlgwaQNLqDUeIhQwVhH3BCFZ912v4bjHzk+MgEVgaEj6X5RD6t93+p1jZi yAE7ygzPmy5uEAvUmehKJw== 0000892569-99-000409.txt : 19990215 0000892569-99-000409.hdr.sgml : 19990215 ACCESSION NUMBER: 0000892569-99-000409 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BECTON DICKINSON & CO CENTRAL INDEX KEY: 0000010795 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 220760120 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-07732 FILM NUMBER: 99535369 BUSINESS ADDRESS: STREET 1: ONE BECTON DR CITY: FRANKLIN LAKES STATE: NJ ZIP: 07417-1880 BUSINESS PHONE: 2018476800 MAIL ADDRESS: STREET 1: ONE BECTON DR CITY: FRANKLIN LAKE STATE: NJ ZIP: 07417 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER CAPITAL CENTRAL INDEX KEY: 0000846669 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133413767 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: OPPENHEIMER TOWER, WORLD FINANCIAL CENTE CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 2123494759 MAIL ADDRESS: STREET 1: 800 NEWPORT CENTER DRIVE STREET 2: SUITE 100 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G 1 ------------------------------ UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION ------------------------------ WASHINGTON, D.C. 20549 OMB Number: 3235-0145 Expires: Estimated average burden hours per response.......14.90 ------------------------------
SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) (AMENDMENT NO. 1 )* BECTON DICKINSON AND COMPANY ---------------------------- (Name of Issuer) COMMON STOCK ------------------------------ (Title of Class of Securities) 075887109 -------------- (CUSIP Number) ------------------------------------------------------------------ (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP NO. 075887109 13G PAGE 2 OF 5 PAGES --------------------- ----- ----- (1) NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON OPPENHEIMER CAPITAL (IRS NO. 13-3413767) --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE --------------------------------------------------------------------- (5) SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 24,110,114 EACH -------------------------------------------------------- REPORTING (7) SOLE DISPOSITIVE POWER PERSON WITH -0- -------------------------------------------------------- (8) SHARED DISPOSITIVE POWER 24,110,114 -------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,110,114 --------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] --------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.75 --------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IA --------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 2 3 ITEM 1 (a) NAME OF ISSUER: BECTON DICKSON AND COMPANY (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: One Becton Drive Franklin Lakes, New Jersey 07417 ITEM 2 (a) NAME OF PERSON FILING: OPPENHEIMER CAPITAL (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: Oppenheimer Tower, World Financial Center New York, New York 10281 (c) CITIZENSHIP: Not Applicable. (d) TITLE OF CLASS OF SECURITIES: Common Stock (e) CUSIP NUMBER: 075887109 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act; (d) [ ] Investment company registered under Section 8 of the Investment Company Act; (e) [X] Investment adviser registered under Section 203 of the Investment Advisors Act of 1940; (f) [ ] Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] Parent holding company or control person, in accordance with 13d-1(b)(ii)(G); (h) [ ] Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H). If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] 3 4 ITEM 4 OWNERSHIP. (a) Amount beneficially owned: 24,110,114 ** (b) Percent of Class: 9.75 (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote: 24,110,114 ** (iii) Sole power to dispose or direct the disposition of: -0- (iv) Shared power to dispose or direct the disposition of: 24,110,114 ** **This report is being filed on behalf of Oppenheimer Capital, a Delaware general partnership and/or certain investment advisory clients or discretionary accounts relating to their collective beneficial ownership of shares of common stock of the Issuer. Oppenheimer Capital is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. As a result of its role as investment adviser Oppenheimer may be deemed to be the beneficial owner of the securities of the Issuer. Oppenheimer Capital has the sole power to dispose of the shares and to vote the shares under its written guidelines established by its Management Board. ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Our clients have the right to receive or the power to direct the receipt of dividends or the profits from the sale of such securities. No one client owns more than five percent of the securities of the Issuer. ITEM 7 IDENTIFICATION AND CLARIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable. ITEM 8 IDENTIFICATION AND CLARIFICATION OF MEMBERS OF THE GROUP. Not Applicable. ITEM 9 NOTICE OF DISSOLUTION OF GROUP. Not Applicable. 4 5 ITEM 10 CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 9, 1999 /s/ THOMAS E.DUGGAN ----------------------------------------- General Counsel and Secretary ----------------------------------------- 5 -----END PRIVACY-ENHANCED MESSAGE-----