-----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, TWZjYRqoOploiz/WVIW2APEGWtLTPpAs3AtDOcaTSTOm1ZlEopUEpLrLzfvZ5WBA VvEvTamq2pp9Tl0EVczTsQ== 0000950130-98-002775.txt : 19980525 0000950130-98-002775.hdr.sgml : 19980525 ACCESSION NUMBER: 0000950130-98-002775 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19980521 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980521 SROS: NYSE FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-04802 FILM NUMBER: 98630594 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 8-K 1 FORM 8-K 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) May 21, 1998 ------------- BECTON, DICKINSON AND COMPANY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 001-4802 22-0760120 - -------------------------------------------------------------------------------- (State or other juris- (Commission (IRS Employer Iden- diction of incorporation) File Number) tification Number) 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (201) 847-6800 -------------- N/A - -------------------------------------------------------------------------------- (Former name or former addresses if changed since last report.) Item 5. OTHER EVENTS ------------ The Registrant restated its Selected Financial Data and Quarterly Financial Data to reflect the effect of Financial Accounting Standards No. 128, "Earnings per Share." During 1997 the Financial Accounting Standards Board issued Financial Accounting Standard ("SFAS") No. 128, "Earnings per Share" which was effective for the Registrant beginning with the first quarter of fiscal 1998. This Statement simplifies the computation of earnings per share by replacing the previously reported primary and fully diluted earnings per share with basic and diluted earnings per share, respectively. Unlike primary earnings per share, basic earnings per share exclude the potential dilutive effect of common stock equivalents such as stock options, warrants and convertible securities. On May 19, 1998, the Registrant announced in a press release that its Board of Directors had approved a plan to restructure certain manufacturing and administrative activities which, coupled with previously announced initiatives, was expected to result in approximately $120 million in restructuring, one-time, and other charges. Attached hereto as Exhibit 99.2, which is hereby incorporated herein by reference, is a copy of such press release. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- The Registrant is filing herewith the exhibits referenced in the Index of Exhibits annexed hereto and made a part hereof. 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/ Bridget M. Healy ---------------------------- Bridget M. Healy Vice President and Secretary Date: May 21, 1998 - 3 - INDEX TO EXHIBITS ----------------- Exhibit Number Description of Exhibits ------ ----------------------- 12 Ratio of Earnings to Fixed Charges 27.1 Restated Financial Data Schedule 99.1 Selected Financial Data and Quarterly Financial Data - Restated in accordance with Statement of Financial Accounting Standards No. 128 99.2 Press Release issued on May 19, 1998. EX-12 2 RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12 BECTON, DICKINSON AND COMPANY CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES (ALL AMOUNTS IN MILLIONS EXCEPT FOR RATIO OF EARNINGS TO FIXED CHARGES)
Six Months Year Ended September 30 Ended March ---------------------------------------------------------------- 31, 1998 1997 1996 1995 1994 1993 -------------- ------- ----------- --------- ----------- ----------- Income Before Income Taxes and Cumulative Effect of Accounting Changes $ 220.6 $ 422.6 $ 393.7 $ 349.6 $ 296.2 $ 222.9 Undistributed (Earnings)/Losses of Less than 50%-Owned Companies Carried at Equity - - - - - 0.2 Net Capitalized Interest (0.1) 3.5 4.5 7.2 5.7 3.3 Fixed Charges 38.7 72.1 75.8 80.5 84.0 90.9 ======== ======== ========== =========== =========== ============ Earnings as Adjusted $ 259.2 $ 498.2 $ 474.0 $ 437.3 $ 385.9 $ 317.3 ======== ======== ========== =========== =========== ============ Fixed Charges: Interest Cost (1) $ 31.4 $ 57.6 $ 59.5 $ 64.7 $ 68.4 $ 74.9 Interest Allocable to Rents (2) 7.0 14.0 15.0 15.3 15.0 15.5 Amortization of Debt Expense 0.3 0.5 1.3 0.5 0.6 0.5 ======== ======== ========== =========== =========== ============ Fixed Charges $ 38.7 $ 72.1 $ 75.8 $ 80.5 $ 84.0 $ 90.9 ======== ======== ========== =========== =========== ============ Ratio of Earnings to Fixed Charges 6.70 6.91 6.25 5.43 4.59 3.49 ======== ======== ========== =========== =========== ============
(1) Includes interest expense and interest capitalized in accordance with FASB Statement No. 34. (2) Represents an appropriate portion of rental expense. EX-27 3 RESTATED FINANCIAL DATA SCHEDULE
5 This schedule contains restated summary financial information extracted from the Company's Consolidated Financial Statements for such periods and is qualified in its entirety by reference to such financial statements. 1000 12-MOS 12-MOS 12-MOS SEP-30-1997 SEP-30-1996 SEP-30-1995 SEP-30-1997 SEP-30-1996 SEP-30-1995 112,639 135,151 198,506 28,316 29,949 41,495 624,418 608,369 598,139 28,733 28,056 25,046 438,337 402,482 408,635 1,312,609 1,276,841 1,327,518 2,549,828 2,462,235 2,423,080 1,299,123 1,218,087 1,142,049 3,080,252 2,889,752 2,999,505 678,197 766,122 720,035 665,449 468,223 557,594 167,245 170,484 170,698 0 0 0 51,111 52,927 54,713 1,167,077 1,101,772 1,172,974 3,080,252 2,889,752 2,999,505 2,810,523 2,769,756 2,712,525 2,810,523 2,769,756 2,712,525 1,413,311 1,429,177 1,436,358 1,413,311 1,429,177 1,436,358 0 0 0 3,289 6,209 4,943 51,134 54,162 60,628 422,640 393,676 349,578 122,566 110,229 97,882 300,074 283,447 251,696 0 0 0 0 0 0 0 0 0 300,074 283,447 251,696 2.42 2.21 1.85 2.30 2.11 1.79
EX-99.1 4 RESTATED SELECTED FIN. DATA & QUARTERLY FIN. DATA Exhibit 99.1 During 1997 the Financial Accounting Standards Board issued Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share" which is effective for the Company beginning with the first quarter of fiscal 1998. SFAS No. 128 replaces the previously reported primary and fully diluted earnings per share with basic and diluted earnings per share. Following are restated earnings per share amounts for prior periods computed in compliance with SFAS No. 128.
Selected Financial Data: Amounts in thousands, except per share data Years ended September 30 1997 1996 1995 1994 1993 1992 ---- ---- ---- ---- ---- ---- Earnings (Loss) Per Share - ------------------------- Basic Earnings (Loss) Per Share: Income Before Cumulative Effect of Accounting Changes $ 2.42 $ 2.21 $ 1.85 $ 1.55 $ 1.38 $ 1.31 Cumulative Effect of Accounting Changes - - - - (0.93) - Net Income $ 2.42 $ 2.21 $ 1.85 $ 1.55 $ 0.45 $ 1.31 Diluted Earnings (Loss) Per Share: Income Before Cumulative Effect of Accounting Changes $ 2.30 $ 2.11 $ 1.79 $ 1.51 $ 1.35 $ 1.27 Cumulative Effect of Accounting Changes - - - - (0.90) - Net Income $ 2.30 $ 2.11 $ 1.79 $ 1.51 $ 0.45 $ 1.27 Average Common Shares Outstanding 122,615 126,709 134,144 144,474 151,666 151,353 Average Common and Common Equivalent Shares Outstanding - Assuming Dilution 129,793 133,823 140,175 149,309 156,604 156,721 Reconciliation between the calculation of basic and diluted earnings per share: 1997 1996 1995 ---- ---- ---- Income Before Cumulative Effect of Accounting Changes $ 300,074 $ 283,447 $ 251,696 Less: Preferred Stock Dividends (3,365) (3,484) (3,596) -------- -------- -------- Income Before Cumulative Effect of Accounting Changes Applicable to Common Shareholders 296,709 279,963 248,100 Cumulative Effect of Accounting Changes, Net of Taxes - - - -------- -------- -------- Income Available to Common Shareholders 296,709 279,963 248,100 Preferred Stock Dividends - Using the "If Converted" Method 3,365 3,484 3,596 Additional ESOP Contribution - Using the "If Converted" Method (1,124) (1,288) (1,419) -------- -------- -------- Income Available to Common Shareholders After Assumed Conversions $ 298,950 $ 282,159 $ 250,277 ======== ======== ======== Average Common Shares Outstanding 122,615 126,709 134,144 Dilutive Stock Equivalents from Stock Plans 4,406 4,243 3,063 Shares Issuable Upon Conversion of Preferred Stock 2,772 2,871 2,968 Average Common and Common Equivalent -------- -------- -------- Shares Outstanding - Assuming Dilution 129,793 133,823 140,175 ======== ======== ======== Quarterly Financial Data: - ------------------------ 1st 2nd 3rd 4th Year 1997 Basic Earnings Per Share $0.46 $0.67 $0.57 $0.72 $2.42 Diluted Earnings Per Share 0.44 0.63 0.54 0.69 2.30 1996 Basic Earnings Per Share $0.34 $0.58 $0.61 $0.69 $2.21 Diluted Earnings Per Share 0.33 0.55 0.58 0.66 2.11
EX-99.2 5 PRESS RELEASE DATED 5/19/98 Exhibit 99.2 NEWS INFORMATION Becton Dickinson and Company 1 Becton Drive Franklin Lakes, NJ 07417 - -------------------------------------------------------------------------------- BECTON - ----------- DICKINSON REFER TO: R. Jasper: 201-847-7160 RELEASE DATE: May 19, 1998 BECTON DICKINSON AND COMPANY ANNOUNCES RESTRUCTURING PLAN, ONE-TIME CHARGES FOR THIRD FISCAL QUARTER FRANKLIN LAKES, NJ - MAY 19, 1998 - Becton Dickinson and Company (NYSE:BDX) announced today that its Board of Directors has approved a plan to restructure certain manufacturing and administrative activities. This plan, coupled with previously announced initiatives, is expected to result in approximately $120 million in restructuring, one-time, and other charges. The charges will be primarily included in the company's results for the third fiscal quarter which ends on June 30, 1998. This approved plan of action is part of the company's ongoing efforts to improve the effectiveness and responsiveness of its manufacturing, selling and administrative operations. Implementation of the restructuring plan will be completed by the end of 1999. The company said that excluding the $120 million in pre-tax charges, it is comfortable with consensus earnings per share expectations, which are in the $2.70 - $2.75 range. Clateo Castellini, chairman, president and chief executive officer, said: "We have developed this plan to support our program to double the size of the company by 2002. It will also benefit our performance beginning next year. Achieving our growth aspiration, ... more - -------------------------------------------------------------------------------- Helping All People Live Healthy Lives while maintaining 15 percent earnings per share growth is crucial if we are to continue to provide a proper return to our shareholders as we transform Becton Dickinson for its second century." A one-time charge of $83 million will appear as a separate line item on the company's third quarter income statement. It will include provisions for: . Restructuring certain of its manufacturing operations, including costs associated with plant realignment of operations, and asset disposals; . Asset write-offs, primarily goodwill, associated with previous acquisitions in the company's diagnostic segment. The company also disclosed other charges associated with the implementation of its Genesis program. This program is a company-wide business systems upgrade targeted for implementation beginning in 1999. Genesis is expected to yield significant benefits from efficiencies in inventory management administration, manufacturing and customer service. Certain costs associated with the reengineering aspects of this program will be charged to selling and administrative expenses, as incurred, and will approximate $11 million per quarter for the balance of fiscal 1998. Reporting on the integration of its recent acquisition of the medical device business of the Ohmeda Division of The BOC Group, the company said it will record an expense of approximately $12 million primarily in the third fiscal quarter to reflect costs associated with integrating the Ohmeda business. ### ...more ### This press release may contain certain forward looking statements regarding the Company's future performance, including future revenues, products and income, which are based upon current expectations of the Company and involve a number of business risks and uncertainties. Factors that could cause actual results to vary materially from any forward looking statement include competitive factors, changes in regional, national or foreign economic conditions, changes in interest of foreign currency exchange rates, delays in product introductions, and changes in health care or other governmental regulation, as well as other factors discussed in the Company's filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----