SEC Response Letter

0001193125-15-139401.txt : 20150520 0001193125-15-139401.hdr.sgml : 20150520 20150421111159 ACCESSION NUMBER: 0001193125-15-139401 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150421 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: CORRESP 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 CORRESP 1 filename1.htm SEC Response Letter

BECTON, DICKINSON AND COMPANY

1 Becton Drive

Franklin Lakes, New Jersey 07414

April 21, 2015

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Amanda Ravitz

Jonathan Ingram

Nicholas P. Panos

Re:

Becton, Dickinson and Company

Registration Statement filed on Form S-4

File No. 333-203013

Filed March 26, 2015

Dear Ms. Ravitz and Messrs. Ingram and Panos:

Set forth below is a supplement to our response letter, dated April 9, 2015, as supplemented by our letter, dated April 13, 2015 and the letter of our counsel, Skadden, Arps, Slate, Meagher & Flom LLP, dated April 17, 2015, to the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in your letter, dated April 8, 2015 (the “Comment Letter”), as supplemented by oral comments received from the Staff on April 10, 2015 and April 16, 2015, relating to the Registration Statement on Form S-4 (the “Form S-4”) filed by the Company on March 26, 2015, as amended by Amendment No. 1 to Form S-4, filed by the Company on April 9, 2015, including the prospectus, dated April 9, 2015 (the “Prospectus”), forming a part thereof. This supplemental letter is delivered in response to additional oral comments relating to the proposed amendments received from the Staff on April 20, 2015. Capitalized terms used herein but not defined shall have the definitions ascribed to them in the Form S-4.

The Company has filed a second amendment to the Form S-4, dated the date hereof, removing the proposed amendment that would have eliminated Section 3.5 of the CareFusion Base Indenture, which requires the issuer of the CareFusion Notes to provide certificates of compliance to the trustee for the CareFusion Notes. The amendment also contains an explanatory note clarifying that the Company is no longer seeking any consent from the holders of the CareFusion Notes with respect to such proposed amendment and that,

Amanda Ravitz

Jonathan Ingram

Nicholas P. Panos

Securities and Exchange Commission

April 21, 2015

Page 2

notwithstanding having received the requisite consents to effect such proposed amendment, the Company will not implement such proposed amendment.

* * *

Amanda Ravitz

Jonathan Ingram

Nicholas P. Panos

Securities and Exchange Commission

April 21, 2015

Page 3

If you have any questions with respect to the foregoing, please contact me at (201) 847-3223.


Very truly yours, Becton, Dickinson and Company

By:		/s/ Jeffrey S. Sherman

		Jeffrey S. Sherman Senior Vice President and General Counsel

cc:	Paul T. Schnell

Laura Kaufmann Belkhayat

Skadden, Arps, Slate, Meagher & Flom LLP