Filed pursuant to Rule 424(b)(5)
File No. 333-104019
Prospectus Supplement to Prospectus dated April 2, 2003.
[LOGO: BD]
$400,000,000
BECTON, DICKINSON AND COMPANY
$200,000,000 4.550% Notes due April 15, 2013
$200,000,000 4.900% Notes due April 15, 2018
-------------------
Becton, Dickinson will pay interest on the notes on April 15 and October 15
of each year. The first such payment will be made on October 15, 2003. Becton,
Dickinson has the option to redeem all or any portion of the notes at any time
at the redemption price described in this prospectus supplement, plus accrued
interest. The notes will be issued only in denominations of $1,000 and integral
multiples of $1,000.
-----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
-----------------------
Per Note Per Note
due 2013 due 2018 Total
-------- -------- -----
Initial public offering price................... 99.728% 99.641% $398,738,000
Underwriting discount........................... 0.650% 0.750% $ 2,800,000
Proceeds, before expenses, to Becton,
Dickinson..................................... 99.078% 98.891% $395,938,000
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the notes will accrue from April 9, 2003 and must
be paid by the purchaser if the notes are delivered after April 9, 2003.
-----------------------
The underwriters expect to deliver the notes in book-entry form only through
the facilities of The Depository Trust Company, Clearstream, Luxembourg and
Euroclear against payment in New York, New York on April 9, 2003.
GOLDMAN, SACHS & CO.
SALOMON SMITH BARNEY
JPMORGAN
BANC ONE CAPITAL MARKETS, INC.
-------------------
Prospectus Supplement dated April 4, 2003
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the notes, estimated to
be approximately $395.9 million, to repay outstanding commercial paper, and for
other general corporate purposes. On April 4, 2003, our commercial paper had a
weighted average interest rate of approximately 1.29% per annum. We may invest
the net proceeds in short-term interest-bearing securities pending the
application of the proceeds.
DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes offering in
this prospectus supplement supplements the description of the general terms and
provisions of the debt securities in the accompanying prospectus. In this
prospectus supplement, 'Becton, Dickinson,' 'BD,' 'we,' 'us' and 'our' refer to
Becton, Dickinson and Company.
The notes will be issued under the indenture, dated as of March 1, 1997,
between us and JPMorgan Chase Bank, as trustee. The notes are unsecured and will
rank equally with all our other unsecured and unsubordinated indebtedness. We
may issue additional notes of the same series with the same terms in the future,
without obtaining the consent of any holders of notes of the applicable series.
TERMS OF THE NOTES
The specific terms of the notes due 2013 we are offering will be as follows:
Title of the notes: 4.550% Notes due April 15, 2013
Issuer of the notes: Becton, Dickinson and Company
Total principal amount being issued: $200,000,000
Maturity date: April 15, 2013
Interest Rate: 4.550%
Denominations: $1,000 and integral multiples of $1,000
Date interest starts accruing: April 9, 2003
Interest payment dates: every April 15 and October 15
First interest payment date: October 15, 2003
Regular record dates for interest: every April 1 and October 1
Redemption: as described below under ' -- Optional
Redemption'
Repayment at the option of the holder: none
The specific terms of the notes due 2018 we are offering will be as follows:
Title of the notes: 4.900% Notes due April 15, 2018
Issuer of the notes: Becton, Dickinson and Company
Total principal amount being issued: $200,000,000
Maturity date: April 15, 2018
Interest Rate: 4.900%
Denominations: $1,000 and integral multiples of $1,000
Date interest starts accruing: April 15, 2003
Interest payment dates: every April 15 and October 15
First interest payment date: October 15, 2003
Regular record dates for interest: every April 1 and October 1
Redemption: as described below under ' -- Optional
Redemption'
Repayment at the option of the holder: none
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OPTIONAL REDEMPTION
We may, at our option, redeem all or any part of the notes. If we choose to
do so, we will mail a notice of redemption to you not less than 30 days and not
more than 60 days before this redemption occurs. The redemption price will be
equal to the greater of:
100% of the principal amount of the notes to be redeemed;
and
the sum of the present values of the Remaining Scheduled
Payments on the notes, discounted to the redemption date on
a semiannual basis, assuming a 360-day year consisting of
twelve 30-day months, at the Treasury Rate plus 10 basis
points in the case of the notes due 2013 and 15 basis points
in the case of the notes due 2018.
The redemption price will also include interest accrued to the date of
redemption on the principal balance of the notes being redeemed.
'Treasury Rate' means, for any redemption date, the annual rate equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue equal to the Comparable
Treasury Price, expressed as a percentage of its principal amount, for that
redemption date. The yield of the Comparable Treasury Issue will be computed as
of the second business day immediately preceding the redemption date.
'Comparable Treasury Issue' means the United States Treasury security
selected by one of the investment banking firms named below that would be used,
at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
applicable remaining term of the notes being redeemed.
The investment banks we may use to select a Comparable Treasury Issue for
this purpose are Goldman, Sachs & Co., Salomon Smith Barney Inc., J.P. Morgan
Securities Inc., and Banc One Capital Markets, Inc., each of their successors
and any two other nationally recognized investment banking firms that we will
appoint from time to time that are primary dealers of U.S. government securities
in New York City, each of whom we call a 'Reference Treasury Dealer.' If any of
the firms named in the preceding sentence ceases to be a primary dealer of U.S.
government securities in New York City, we will appoint another nationally
recognized investment banking firm as a substitute.
'Comparable Treasury Price' means, for any redemption date:
the average of the Reference Treasury Dealer Quotations
obtained by the Trustee for that redemption date after
excluding the highest and lowest of those Reference Treasury
Dealer Quotations; or
if the Trustee obtains fewer than four Reference Treasury
Dealer Quotations, the average of all those quotations.
'Reference Treasury Dealer Quotation' means, with respect to any redemption
date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Trustee by a Reference Treasury
Dealer as of 3:30 p.m., New York time, on the third business day preceding that
redemption date. The Trustee shall seek Reference Treasury Dealer Quotations in
respect of any redemption date from each of the then-existing Reference Treasury
Dealers.
'Remaining Scheduled Payments' means, with respect to each note being
redeemed, the remaining scheduled payments of principal and interest on that
note that would be due after the related redemption date but for the redemption.
If, however, the redemption date is not an interest payment date with respect to
that note, the amount of the next succeeding scheduled interest payment on that
note that would have been due will be deemed reduced by the amount of interest
accrued on the note to the redemption date.
On and after any redemption date, the notes or any portion of the notes
called for redemption will stop accruing interest. On or before any redemption
date, we will deposit with the paying agent or the Trustee money sufficient to
pay the accrued interest on the notes to be redeemed and their redemption price.
If less than all of the notes are redeemed, the Trustee will choose the notes to
be redeemed by any method that it deems fair and appropriate.
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BOOK-ENTRY ISSUANCE
We will issue the notes only in book-entry form -- i.e., as global notes
registered in the name of The Depository Trust Company, New York, New York, or
its nominee. The sale of the notes will settle in immediately available funds
through DTC. You will not be permitted to withdraw the notes from DTC except in
the limited situations described in the accompanying prospectus under
'Description of Debt Securities -- Global Securities.'
Payments of principal of, and interest and premium, if any, on, notes
registered in the name of DTC or its nominee will be made to DTC or its nominee,
as the case may be, as the registered owner of the global notes representing
those notes. DTC has informed us that its nominee will be Cede & Co.
Accordingly, we expect Cede & Co. to be the initial registered holder of the
notes.
You may hold interests in a global note through organizations that
participate, directly or indirectly, in the DTC system. These organizations
include Clearstream Banking S.A., or Clearstream, Luxembourg, and Euroclear Bank
S.A./N.V., as operator of the Euroclear System, or Euroclear, which are
securities clearance systems in Europe. Both systems clear and settle securities
transactions between their participants through electronic, book-entry delivery
of securities against payment. Payments, deliveries, transfers, exchanges,
notices and other matters relating to the notes made through Clearstream,
Luxembourg or Euroclear must comply with the rules and procedures of those
systems. Those systems could change their rules and procedures at any time. We
have no control over those systems or their participants and we take no
responsibility for their activities. Transactions between participants in
Clearstream, Luxembourg or Euroclear, on one hand, and participants in DTC, on
the other hand, are also subject to DTC's rules and procedures.
You will be able to make and receive through Clearstream, Luxembourg or
Euroclear payments, deliveries, transfers, exchanges, notices and other
transactions involving the notes only on days when those systems are open for
business. Those systems may not be open for business on days when banks, brokers
and other institutions are open for business in the United States. In addition,
because of time-zone differences, U.S. investors who hold their interests in the
notes through these systems and wish to transfer their interests, or to receive
or make a payment or exercise any other right with respect to their interests,
on a particular day may find that the transaction will not be effected until the
next business day in Brussels or Luxembourg, as applicable. Thus, investors who
wish to exercise rights that expire on a particular day many need to act before
the expiration date. In addition, investors who hold their interests through
Clearstream, Luxembourg or Euroclear may need to make special arrangements to
finance any purchases or sales of their interests between DTC and the European
clearing systems, and those transactions may settle later than would be the case
for transactions within one clearing system.
In the event that notes are issued in certificated form, those notes may be
transferred or exchanged and payments on the notes, including principal,
premium, if any, and interest, will be payable at the office of the Trustee at
JPMorgan Chase Bank, Institutional Trust Services, 4 New York Plaza, New York,
New York 10004. We will also have the option of paying interest by mailing a
check to the address of the person entitled to the interest.
NONE OF BECTON, DICKINSON, THE TRUSTEE, OR ANY AGENT OF BECTON, DICKINSON OR
THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR LIABILITY FOR THE RECORDS RELATING
TO, OR PAYMENTS MADE ON ACCOUNT OF, BENEFICIAL OWNERSHIP INTERESTS IN ANY GLOBAL
NOTE OR FOR MAINTAINING, SUPERVISING OR REVIEWING RECORDS RELATING TO BENEFICIAL
OWNERSHIP INTERESTS IN ANY GLOBAL NOTE. THESE RECORDS OR PAYMENT PROCEDURES ARE
MORE FULLY DESCRIBED IN THE ACCOMPANYING PROSPECTUS.
S-4
UNDERWRITING
BD and the underwriters for this offering named below have entered into an
underwriting agreement and pricing agreement, with respect to the notes. Subject
to certain conditions, each underwriter has severally agreed to purchase the
principal amount of notes indicated in the following table.
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
UNDERWRITERS OF NOTES DUE 2013 OF NOTES DUE 2018
------------ ----------------- -----------------
Goldman, Sachs & Co. ..................................... $156,000,000 $156,000,000
Salomon Smith Barney Inc. ................................ 22,000,000 22,000,000
J.P. Morgan Securities Inc. .............................. 16,000,000 16,000,000
Banc One Capital Markets, Inc. ........................... 6,000,000 6,000,000
------------ ------------
Total................................................. $200,000,000 $200,000,000
------------ ------------
------------ ------------
The underwriters are committed to take and pay for all of the notes being
offered, if any are taken.
Notes sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus
supplement. Any notes sold by the underwriters to securities dealers may be sold
at a discount from the initial public offering price of up to 0.400% of the
principal amount of the notes due 2013 and 0.450% of the principal amount of the
notes due 2018. Any such securities dealers may resell any notes purchased from
the underwriters to certain other brokers or dealers at a discount from the
initial public offering price of up to 0.250% of the principal amount of the
notes. If all the notes are not sold at the initial public offering price, the
underwriters may change the initial public offering price and the other selling
terms.
The underwriters intend to offer the notes for sale primarily in the United
States. The underwriters, acting through their affiliates as their selling
agents, and the other underwriters may also offer the notes for sale outside the
United States.
The notes are each new issues of securities with no established trading
market. BD has been advised by the underwriters that the underwriters intend to
make a market in the notes but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the notes.
BD estimates that its share of the total offering expenses, excluding
underwriting discounts and commissions, will be approximately $150,000.
BD has agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
In connection with this offering, the underwriters may purchase and sell the
notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the underwriters of a greater number of
notes than they are required to purchase in this offering. Stabilizing
transactions consist of certain bids for or purchases of notes made by the
underwriters in the open market prior to the completion of this offering.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the underwriters have repurchased notes sold by
or for the account of such underwriter in stabilizing or short covering
transactions.
The activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the notes. As a result, the price of the notes may be
higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued by the underwriters at any
time. These transactions may be effected in the over-the-counter market or
otherwise.
Each underwriter has represented, warranted and agreed that (i) it has not
offered or sold and, prior to the expiry of a period of six months from the
issue date of such notes, will not offer
S-5
or sell any notes to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995, (ii) it has only communicated or caused
to be communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 (the 'FSMA')) received
by it in connection with the issue or sale of any notes in circumstances in
which section 21(1) of the FSMA does not apply to BD and (iii) it has complied
and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the notes in, from or otherwise involving the
United Kingdom.
The notes may not be offered, sold, transferred or delivered in or from The
Netherlands, as part of their initial distribution or as part of any
re-offering, and neither this prospectus nor any other document in respect of
the offering may be distributed or circulated in The Netherlands, other than to
individuals or legal entities which include, but are not limited to, banks,
brokers, dealers, institutional investors and undertakings with a treasury
department, who or which trade or invest in securities in the conduct of a
business or profession.
Each underwriter has represented and agreed that it will comply with all
applicable laws and regulations in force in any jurisdiction outside the United
States in which it purchases, offers, sells or delivers the notes or possesses
or distributes this prospectus supplement or the accompanying prospectus and
will obtain any consent, approval or permission required by it for the purchase,
offer or sale by it of the notes under the laws and regulations in force in any
jurisdiction outside the United States to which it is subject or in which it
makes purchases, offers or sales of the notes and neither BD nor any other
underwriter will have responsibility for these matters.
Purchasers of the notes may be required to pay stamp taxes and other charges
in accordance with the laws and practices of the country of purchase in addition
to the issue price set forth on the cover page of this prospectus supplement.
Certain of the underwriters and their affiliates have in the past provided,
and may in the future from time to time provide, investment banking and general
financing and banking services to BD and its affiliates, for which they have in
the past received, and may in the future receive, customary fees. JPMorgan Chase
Bank, the trustee under the indenture, is an affiliate of J.P. Morgan Securities
Inc.
S-6
$750,000,000
BECTON, DICKINSON AND COMPANY
DEBT SECURITIES, COMMON STOCK, WARRANTS,
PURCHASE CONTRACTS AND UNITS
Becton, Dickinson and Company from time to time may offer, at an aggregate
initial offering price not to exceed $750,000,000, debt securities, common
stock, warrants, purchase contracts and units. The debt securities may be
convertible into or exchangeable for shares of common stock or other securities.
The debt securities, common stock, warrants, purchase contracts and units may be
offered, separately or together, in separate series, in amounts, at prices and
on terms to be determined at the time of sale and to be set forth in supplements
to this prospectus.
We may sell the securities to or through underwriters, and also may sell the
securities directly to other purchasers or through agents. We will provide
specific terms of these securities in supplements to this prospectus. You should
read this prospectus and supplements carefully before you invest. This
prospectus may not be used to consummate sales of securities unless accompanied
by the prospectus supplement applicable to the securities being sold.
Our common stock is traded on the New York Stock Exchange under the symbol
'BDX.'
Our principal executive offices are located at 1 Becton Drive, Franklin
Lakes, New Jersey 07417-1880 and our telephone number is (201) 847-6800.
-------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is April 2, 2003
-----------------------
TABLE OF CONTENTS
-----------------------
PAGE
----
Where You Can Find More Information......................... 2
Forward Looking Statements.................................. 3
Becton, Dickinson and Company............................... 4
Use of Proceeds............................................. 5
Ratio of Earnings to Fixed Charges.......................... 5
Description of Debt Securities.............................. 6
Description of Common Stock................................. 14
Description of Warrants..................................... 15
Description of Purchase Contracts........................... 16
Description of Units........................................ 17
Plan of Distribution........................................ 17
Validity of Securities...................................... 18
Experts..................................................... 18
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC using a 'shelf' registration process. Under this 'shelf' process, we may
sell any combination of the securities described in this prospectus in one or
more offerings up to a total dollar amount of $750,000,000. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading 'Where You Can
Find More Information.' The prospectus supplement may also contain information
about certain United States federal income tax considerations relating to the
securities covered by the prospectus supplement.
We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, the
information and representations contained in this prospectus or in any of the
materials that we have incorporated into this prospectus. If anyone does give
you information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the
securities offered by this document are unlawful, or if you are a person to whom
it is unlawful to direct these types of activities, then the offer presented in
this document does not extend to you. The information contained in this document
speaks only as of the date of this document unless the information specifically
indicates that another date applies.
Unless the context indicates otherwise, the words 'we,' 'our,' 'us,' and
'BD' refer to Becton, Dickinson and Company.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We
2
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 after the date of the initial registration statement and
before the effectiveness of the registration statement and after the
effectiveness of the registration statement until we sell all of the securities:
(a) Our Annual Report on Form 10-K for the fiscal year ended September
30, 2002;
(b) Our Quarterly Report on Form 10-Q for the quarter ended December 31,
2002;
(c) Our Current Reports on Form 8-K filed on November 6, 2002, November
26, 2002, January 23, 2003, January 28, 2003, February 4, 2003 and March 19,
2003; and
(d) The description of our common stock, par value $1.00 per share, and
related rights to purchase preferred stock contained in a registration
statement under the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at our principal executive offices at the following address:
Secretary
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes
New Jersey 07417-1880
Telephone (201) 847-6800.
FORWARD LOOKING STATEMENTS
This prospectus includes forward-looking statements (as defined under
Federal securities laws) regarding our performance, including future revenues,
products and income, or events or developments that we expect to occur or
anticipate occurring in the future. All such statements are based upon our
current expectations and involve a number of business risks and uncertainties.
Actual results could vary materially from anticipated results described, implied
or projected in any forward-looking statement. Factors that could cause actual
results to vary materially from any forward-looking statement include, but are
not limited to:
competitive factors;
uncertainties of litigation;
our ability to achieve sales and earnings forecasts, which
are based on sales volume and product mix assumptions, to
achieve our cost savings objectives, and to achieve
anticipated synergies and other cost savings in connection
with acquisitions;
changes in regional, national or foreign economic or
political conditions;
increases in energy costs;
fluctuations in costs and availability of raw materials and
in our ability to maintain favorable supplier arrangements
and relationships;
changes in interest or foreign currency exchange rates;
delays in product introductions;
changes in health care or other governmental regulation; and
other factors discussed in this prospectus and in our
filings with the SEC.
The foregoing list sets forth many, but not all, of the factors that could
impact our ability to achieve results described in any forward-looking
statements. Investors should understand that it is not possible to predict or
identify all such factors and should not consider this list to be a complete
statement of all potential risks and uncertainties. We do not intend to update
any forward-looking statements.
3
BECTON, DICKINSON AND COMPANY
Becton, Dickinson and Company was incorporated under the laws of the State
of New Jersey in November 1906, as successor to a New York business started in
1897. Our executive offices are located at 1 Becton Drive, Franklin Lakes, New
Jersey 07417-1880, and our telephone number is (201) 847-6800.
We are a medical technology company engaged principally in the manufacture
and sale of a broad range of medical supplies, devices, laboratory equipment and
diagnostic products used by healthcare institutions, life science researchers,
clinical laboratories, industry and the general public. Our operations consist
of three worldwide business segments:
BD Medical Systems,
BD Clinical Laboratory Solutions, and
BD Biosciences.
The major products in the BD Medical Systems segment are hypodermic syringes
and needles for injection, insulin syringes and pen needles and blood glucose
monitoring systems for diabetes care, infusion therapy devices, prefillable drug
delivery systems and surgical blades and scalpels. This segment also includes
specialty blades and cannulas for ophthalmic surgery procedures, anesthesia
needles, critical care systems, elastic support products and thermometers.
The major products in the BD Clinical Laboratory Solutions segment are
clinical and industrial microbiology products, sample collection products,
specimen management systems, hematology instruments, DNA probe instruments and
other diagnostic systems, including immunodiagnostic test kits. This segment
also includes consulting services and customized and automated bar-code systems.
The BD Biosciences segment provides integrated systems, products and
services for a variety of applications in life sciences. The major products are
flow cytometry systems for cell analysis, monoclonal antibodies for biomedical
research, molecular biology products for the study of genes and their functions,
cell growth and screening products, and labware products.
Our products are manufactured and sold worldwide. The principal markets for
our products outside the United States are Europe, Japan, Asia Pacific, Canada
and Latin America. The principal products that we sell outside of the United
States are hypodermic needles and syringes, insulin syringes and pen needles,
diagnostic systems, VACUTAINER(r) brand blood collection products, HYPAK(r)
brand prefillable syringe systems, and infusion therapy products. We have
manufacturing operations in Brazil, China, France, Germany, India, Ireland,
Japan, Korea, Mexico, Pakistan, Singapore, Spain, Sweden, the United Kingdom and
the United States.
We market our products and services in the United States and internationally
through sales representatives and independent distribution channels, as well as
directly to end-users.
4
USE OF PROCEEDS
Except as may be set forth in any prospectus supplement, our net proceeds
from the sale of the securities will be added to our general funds and may be
used to repay outstanding debt and to meet capital expenditure and working
capital requirements. We have not allocated a specific portion of the net
proceeds for any particular use at this time. Pending application of the net
proceeds, we may invest the proceeds in marketable securities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratio of earnings to fixed
charges.
THREE MONTHS FISCAL YEAR ENDED SEPTEMBER 30,
ENDED DECEMBER -------------------------------------
31, 2002 2002 2001 2000 1999 1998
-------- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges
(unaudited)............................. 11.29 10.61 6.68 5.12 4.59 5.07
For the purpose of calculating the ratio of earnings to fixed charges, we
calculate earnings by adding fixed charges to income before income taxes and
cumulative effect of change in accounting principle, and by deducting both net
interest capitalized during the period and our share of the undistributed income
in less-than-fifty-percent-owned affiliates. Fixed charges include total
interest, including capitalized interest, the portion of rental expense which we
believe is representative of the interest factor of our rental expense and the
amortization of debt issuance costs.
5
DESCRIPTION OF DEBT SECURITIES
The following description sets forth general terms and provisions of the
debt securities we may offer. The prospectus supplement will describe the
particular terms of the debt securities being offered and the extent to which
these general provisions may apply to those debt securities.
The debt securities will be issued under the indenture, dated March 1, 1997,
between us and JPMorgan Chase Bank, as trustee. A copy of the indenture is filed
with the SEC as an exhibit to the registration statement relating to this
prospectus and you should refer to the indenture for provisions that may be
important to you.
GENERAL
The debt securities covered by this prospectus will be our unsecured and
unsubordinated obligations. The indenture does not limit the aggregate principal
amount of debt securities we can issue. The indenture provides that debt
securities may be issued thereunder from time to time in one or more series.
The prospectus relating to any series of debt securities being offered will
include specific terms relating to the offering. These terms will include some
or all of the following:
the designation of the debt securities of the series;
any limit upon the aggregate principal amount of the debt
securities of the series and any limitation on our ability
to increase the aggregate principal amount of debt
securities of that series after initial issuance;
any date on which the principal of the debt securities of
the series is payable (which date may be fixed or
extendible);
the interest rate or rates and the method for calculating
the interest rate;
if other than as provided in the indenture, any place where
principal of and interest on debt securities of the series
will be payable, where debt securities of the series may be
surrendered for exchange, where notices or demands may be
served and where notice to holders may be published and any
time of payment at any place of payment;
whether we have a right to redeem debt securities of the
series and any terms thereof;
whether you have a right to require us to redeem, repurchase
or repay debt securities of the series and any terms
thereof;
if other than denominations of $1,000 and any integral
multiple, the denominations in which debt securities of the
series shall be issuable;
if other than the principal amount, the portion of the
principal amount of debt securities of the series which will
be payable upon declaration of acceleration of the maturity;
if other than U.S. dollars, the currency or currencies in
which payment of the principal of and interest on the debt
securities of the series will be payable;
whether the principal and any premium or interest is payable
in a currency other than the currency in which the debt
securities are denominated;
whether we have an obligation to pay additional amounts on
the debt securities of the series in respect of any tax,
assessment or governmental charge withheld or deducted and
any right that we may have to redeem those debt securities
rather than pay the additional amounts;
if other than the person acting as trustee, any agent acting
with respect to the debt securities of the series;
any provisions for the defeasance of any debt securities of
the series in addition to, in substitution for or in
modification of the provisions described in ' -- Defeasance
and Covenant Defeasance;'
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the identity of any depositary for registered global
securities of the series other than The Depository Trust
Company and any circumstances other than those described in
' -- Global Securities' in which any person may have the
right to obtain debt securities in definitive form in
exchange;
any events of default applicable to any debt securities of
the series in addition to, in substitution for or in
modification of those described in ' -- Events of Default;'
any covenants applicable to any debt securities of the
series in addition to, in substitution for or in
modification of those described in ' -- Covenants;' and
any other terms of the debt securities of the series.
The debt securities will be issued in registered form without coupons unless
otherwise provided in a supplemental indenture or board resolution. Unless
otherwise provided in a prospectus supplement, principal (unless the context
otherwise requires, 'principal' includes premium, if any) of and any interest on
the debt securities will be payable, and the debt securities will be
exchangeable and transfers thereof will be registrable, at an office or agency
designated for the debt securities, provided that, at our option, payment of
interest may be made by check to the address of the person entitled thereto as
it appears in the security register. Subject to the limitations provided in the
indenture, such services will be provided without charge, other than any tax or
other governmental charge payable in connection therewith.
Debt securities may be issued under the indenture as original issue discount
securities to be offered and sold at a substantial discount from the principal
amount. If any debt securities are original issue discount securities, special
federal income tax, accounting and other considerations may apply and will be
described in the prospectus supplement relating to the debt securities.
'Original Issue Discount Security' means any security which provides for an
amount less than the principal amount to be due and payable upon acceleration of
the maturity due to the occurrence and continuation of an event of default.
GLOBAL SECURITIES
The debt securities of each series will be issued in the form of one or more
fully registered global debt securities that are registered in the name of The
Depository Trust Company, or its nominee, as depositary, unless another
depositary is designated for the debt securities of that series. Unless we state
otherwise in a prospectus supplement, debt securities in definitive form will
not be issued. Unless and until a global security is exchanged in whole or in
part for debt securities in definitive form, it may not be registered for
transfer or exchange except as a whole by the depositary for that global
security to a nominee of the depositary.
Upon the issuance of any global security, and its deposit with or on behalf
of the depositary, the depositary will credit, on its book-entry registration
and transfer system, the respective principal amounts of the debt securities
represented by that global security to the accounts of institutions, the
participants, that are entitled to the registered global security that have
accounts with the depositary designated by the underwriters or their agents
engaging in any distribution of the debt securities. The depositary advises that
pursuant to procedures established by it:
Ownership of beneficial interests in a global security will
be limited to participants or persons that may hold
interests through participants.
Ownership of beneficial interests by participants in a
global security will be shown on, and the transfer of the
beneficial interests will be effected only through, records
maintained by the depositary or by its nominee.
Ownership of beneficial interests in a global security by
persons that hold through participants will be shown on, and
the transfer of those beneficial interests will be effected
only through, records maintained by the participants.
The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of the securities in certificated form. The foregoing
limitations and these laws may impair your ability to own, transfer or pledge
beneficial interests in global securities.
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As long as the depositary, or its nominee, is the registered owner of a
global security, the depositary or its nominee, will be considered the sole
owner or holder of the debt securities represented by the global security for
all purposes under the indenture. Except as specified below, owners of
beneficial interests in a global security will not:
be entitled to have their debt securities represented by the
global security registered in their names;
receive or be entitled to receive physical delivery of debt
securities in certificated form; or
be considered the holders for any purposes under the
indenture.
Accordingly, each person owning a beneficial interest in a global security
must rely on the procedures of the depositary and, if the person is not a
participant, on the procedures of the participant through which that person
holds its interest, in order to exercise any rights of a holder of debt
securities under the indenture. The depositary may grant proxies and otherwise
authorize participants to give or take any request, demand, authorization,
direction, notice, consent, waiver or other action which a holder of debt
securities is entitled to give or take under the indenture.
We understand that, under existing industry practices, if we request any
action of holders of debt securities or any owner of a beneficial interest in a
global security desires to give any notice or take any action a holder of debt
securities is entitled to give or take under the indenture, the depositary would
authorize the participants holding the relevant beneficial interests to give
that notice or take that action, and the participants would authorize the
beneficial owners owning through them to give the notice or take the action or
would otherwise act upon the instructions of the beneficial owners owning
through them.
The depositary or a nominee thereof, as holder of record of a global
security, will be entitled to receive payments of principal and interest for
payment to beneficial owners in accordance with customary procedures established
from time to time by the depositary. The agent for the payment, transfer and
exchange of the securities is the trustee, acting through its corporate trust
office located in the Borough of Manhattan, The City of New York.
We expect that the depositary, upon receipt of any payment of principal or
interest in respect of a global security, will immediately credit participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of the global security as shown on the records
of the depositary. We also expect that payments by participants to owners of
beneficial interests in a global security held through the participants will be
governed by standing instructions and customary practices, and will be the
responsibility of the participants. We, the trustee, our agents and the
trustee's agents shall not have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests in a global security, or for maintaining, supervising or reviewing any
records relating to those beneficial ownership interests.
If we determine that debt securities will no longer be maintained as global
securities, or, if at any time an event of default has occurred and is
continuing under the indenture, or if the depositary is at any time unwilling or
unable to continue as depositary or ceases to be a clearing agency registered or
in good standing under the Exchange Act, and a successor depositary registered
as a clearing agency under the Exchange Act is not appointed by us within 90
days, we will issue debt securities in definitive certificated form in exchange
for the registered global securities.
In the event that the book-entry system is discontinued, the following
provisions shall apply. The trustee or any successor registrar under the
indenture shall keep a register for the debt securities in definitive
certificated form at its corporate trust office. Subject to the further
conditions contained in the indenture, debt securities in definitive
certificated form may be transferred or exchanged for one or more debt
securities in different authorized denominations upon surrender of the debt
securities at the corporate trust office of the trustee or any successor
registrar under the indenture by the registered holders or their duly authorized
attorneys. Upon surrender of any debt security to be transferred or exchanged,
the trustee or any successor registrar under the indenture shall record the
transfer or exchange in the security register and we
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will issue, and the trustee shall authenticate and deliver, new debt securities
in definitive certificated form appropriately registered and in appropriate
authorized denominations. The trustee shall be entitled to treat the registered
holders of the debt securities in definitive certificated form, as their names
appear in the security register as of the appropriate date, as the owners of the
debt securities for all purposes under the indenture.
CONSOLIDATION, MERGER AND SALE OF ASSETS
We have agreed not to consolidate or merge with any other person, sell,
transfer, lease or otherwise dispose of all or substantially all of our
properties and assets as an entirety unless:
we are the surviving person; or
the surviving person is a corporation organized and validly
existing under the laws of the United States of America or
any U.S. State or the District of Columbia and expressly
assumes by a supplemental indenture all of our obligations
under the debt securities and under the indenture; and
immediately before and after the transaction or each series
of transactions, no default or event of default shall have
occurred and be continuing; and
certain other conditions are met.
Upon any such consolidation, merger, sale, transfer, lease or other
disposition, the surviving corporation will succeed to, and be substituted for,
and may exercise every right and power that we have under the indenture and
under the debt securities.
EVENTS OF DEFAULT
The following are 'events of default' under the indenture with respect to
debt securities of any series:
default in the payment of interest on any debt security when
due, which continues for 30 days;
default in the payment of principal of any debt security
when due;
default in the deposit of any sinking fund payment when due;
default in the performance of any other obligation contained
in the indenture, which default continues for 90 days after
we receive written notice of it from the trustee or from the
holders of 25% in principal amount of the outstanding debt
securities of that series;
specified events of bankruptcy, insolvency or reorganization
of our company for the benefit of our creditors; or
any other event of default established for the debt
securities of that series.
If an event of default for any series of debt securities occurs and is
continuing, the trustee or the holders of at least 25% in aggregate principal
amount of the debt securities of the series may require us to repay immediately:
the entire principal of the debt securities of that series;
or
if the debt securities are original issue discount
securities, that portion of the principal as may be
described in the applicable prospectus supplement.
At any time after a declaration of acceleration with respect to debt
securities of any series has been made, but before a judgment or decree based on
that acceleration has been obtained, the holders of a majority in principal
amount of the debt securities of that series may, under certain circumstances,
waive all defaults with respect to that series and rescind and annul the
acceleration.
We are required to furnish to the trustee annually an Officer's Certificate
as to our compliance with all conditions and covenants under the indenture. We
must notify the trustee within five days of any default or event of default.
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The indenture provides that the trustee will, within 60 days after the
occurrence of a default with respect to the debt securities of any series, give
to the holders of the debt securities notice of all defaults. In certain
instances, the trustee may withhold that notice if and so long as a responsible
officer in good faith determines that withholding the notice is in the interest
of the holders of the debt securities. By 'default' we mean any event which is,
or after notice or passage of time would be, an event of default.
The indenture provides that the holders of a majority in aggregate principal
amount of the then outstanding debt securities, by notice to the trustee, may
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust or power conferred on the
trustee.
Subject to the further conditions contained in the indenture, the holders of
a majority in aggregate principal amount outstanding of the debt securities of
any series may waive, on behalf of the holders of all debt securities of that
series, any past default or event of default and its consequences except a
default or event of default
in the payment of the principal of, or interest on, any debt
security of that series or
in respect of a covenant or provision of such indenture
which cannot under the terms of the indenture be amended or
modified without the consent of the holder of each
outstanding debt security that is adversely affected
thereby.
The applicable prospectus supplement will describe any provisions for events
of default applicable to the debt securities of any series in addition to, in
substitution for, or in modification of, the provisions described above.
COVENANTS
We have agreed to some restrictions on our activities for the benefit of
holders of the debt securities. Unless we state otherwise in a prospectus
supplement, the restrictive covenants summarized below will apply so long as any
of the debt securities are outstanding, unless the covenants are waived or
amended. The prospectus supplement may contain different covenants. We have
provided the definitions to define the capitalized words used in describing the
covenants.
Definitions
'Attributable Debt' means with respect to a lease, the total net amount of
rent (discounted at a rate per annum equivalent to the interest rate inherent in
such lease, as we determine in good faith, compounded semiannually) required to
be paid during the remaining term of such lease, including any period for which
such lease has been extended or may, at the option of the lessor, be extended.
'Consolidated Net Tangible Assets' means the total amount of our and our
Restricted Subsidiaries' assets (less applicable reserves and other properly
deductible items) after deducting (i) all current liabilities (excluding any
liabilities constituting funded debt by reason of being renewable or
extendible), (ii) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangibles, (iii) investments in and
advances to subsidiaries which are not Restricted Subsidiaries, and (iv)
minority interests in the equity of Restricted Subsidiaries.
'Funded Debt' means all indebtedness for borrowed money maturing more than
12 months after the time of computation thereof, guarantees of such indebtedness
of others (except guarantees of collection arising in the ordinary course of
business), and all obligations in respect of lease rentals which, under
generally accepted accounting principles, are shown on a balance sheet as a
non-current liability.
'Principal Property' means any building, structure or other facility
(together with the land on which it is erected and fixtures comprising a part
thereof) now owned or hereafter acquired by us or any Restricted Subsidiary and
used primarily for manufacturing, processing or warehousing and located in the
United States (excluding its territories and possessions, but including Puerto
Rico),
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the gross book value (without deduction of any depreciation reserves) of which
is in excess of 2.0% of Consolidated Net Tangible Assets, other than any such
building, structure or other facility or portion which, in the opinion of our
board of directors, is not of material importance to the total business
conducted by us and our Restricted Subsidiaries as an entirety.
'Restricted Subsidiary' means any subsidiary that substantially all of the
property and operations of which are located in the United States (excluding its
territories and possessions, but including Puerto Rico), and which owns or
leases a Principal Property, except a subsidiary which is primarily engaged in
the business of a finance company.
'Subsidiary' means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by us or by one or more other
subsidiaries, or by us and by one or more other subsidiaries.
Restrictions on Secured Debt
If we or any Restricted Subsidiary incurs, issues, assumes or guarantees any
debt secured by a mortgage on any Principal Property or on any shares of stock
or debt of any Restricted Subsidiary, we will secure, or cause such Restricted
Subsidiary to secure, the debt securities (and, if we choose, any other debt of
ours or that Restricted Subsidiary which is not subordinate to the debt
securities) equally and ratably with (or prior to) such secured debt. However,
we may incur secured debt without securing this debt, if the aggregate amount of
all such debt so secured, together with all our and our Restricted Subsidiaries'
Attributable Debt in respect of certain sale and leaseback transactions
involving Principal Properties, would not exceed 10% of Consolidated Net
Tangible Assets. This restriction will not apply to, and we will exclude from
our calculation of secured debt for the purposes of this restriction, debt
secured by:
mortgages existing on properties on the date of the
indenture,
mortgages on properties, shares of stock or debt existing at
the time of acquisition (including acquisition through
merger or consolidation), purchase money mortgages and
construction mortgages,
mortgages on property of, or on any shares of stock or debt
of, any corporation existing at the time that corporation
becomes a Restricted Subsidiary,
mortgages in favor of Federal and State governmental bodies
to secure progress, advance or other payments pursuant to
any contract or provision of any statute,
mortgages in favor of us or a Restricted Subsidiary,
mortgages in connection with the issuance of tax-exempt
industrial development bonds,
mortgages under workers' compensation laws, unemployment
insurance laws or similar legislation, or deposit bonds to
secure statutory obligations (or pledges or deposits for
similar purposes in the ordinary course of business), or
liens imposed by law and certain other liens or other
encumbrances, and
subject to certain limitations, any extension, renewal or
replacement of any mortgage referred to in the foregoing
clauses.
Restrictions on Sale and Leasebacks
We have agreed that we will not, and we will not permit any of our
Restricted Subsidiaries to, enter into any sale and leaseback transaction
involving the taking back of a lease, for a period of three or more years, of
any Principal Property, the acquisition, completion of construction or
commencement of full operation of which has occurred more than 120 days prior
thereto, unless:
the commitment to enter into the sale and leaseback
transaction was obtained during that 120 day period;
we or our Restricted Subsidiaries could create debt secured
by a mortgage on the Principal Property as described under
' -- Restrictions on Secured Debt' above in an amount equal
to
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the Attributable Debt with respect to the sale and leaseback
transaction without equally and ratably securing the debt
securities;
within 120 days after the sale or transfer, we designate an
amount to the retirement of Funded Debt, subject to credits
for voluntary retirements of Funded Debt, equal to the
greater of
(i) the net proceeds of the sale of the Principal Property and
(ii) the fair market value of the Principal Property, or
we or any Restricted Subsidiary, within a period commencing
180 days prior to and ending 180 days after the sale or
transfer, have expended or reasonably expect to expend
within such period any monies to acquire or construct any
Principal Property or properties in which event we or that
Restricted Subsidiary enter into the sale and leaseback
transaction, but (unless certain other conditions are met)
only to the extent that the Attributable Debt with respect
to the sale and leaseback transaction is less than the
monies expended or to be expended.
These restrictions will not apply to any sale and leaseback transactions
between us and a Restricted Subsidiary or between a Restricted Subsidiary and
another Restricted Subsidiary.
MODIFICATION AND WAIVER
Under the indenture we and the trustee may enter into one or more
supplemental indentures without the consent of the holders of debt securities in
order:
to evidence the succession of another corporation to our
company and the assumption of our covenants by that
successor,
to provide for a successor trustee with respect to the debt
securities of all or any series,
to establish the forms and terms of the debt securities of
any series,
to provide for uncertificated or unregistered debt
securities, or
to cure any ambiguity or correct any mistake or to make any
change that does not materially adversely affect the legal
rights of any holder of the debt securities under the
indenture.
We and the trustee may, with the consent of the holders of a majority in
principal amount of the outstanding debt securities of each affected series,
amend the indenture and the debt securities of any series for the purpose of
adding any provisions to or changing or eliminating any provisions of the
indenture or modifying the rights of holders of debt securities under the
indenture. However, without the consent of each holder of any debt security
affected, we may not amend or modify the indenture to:
change the stated maturity date of any installment of
principal of, or interest on, any debt security,
reduce the principal amount of, or the rate of interest on,
any debt security,
adversely affect the rights of any debt security holder
under any mandatory redemption or repurchase provision,
reduce the amount of principal of an original issue discount
security payable upon acceleration of its maturity,
change the place or currency of payment of principal of, or
any premium or interest on, any debt security,
impair the right to institute suit for the enforcement of
any payment or delivery on or with respect to any debt
security,
reduce the percentage in principal amount of debt securities
of any series, the consent of whose holders is required to
modify or amend the indenture or to waive compliance with
certain provisions of the indenture,
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reduce the percentage in principal amount of debt securities
of any series, the consent of whose holders is required to
waive any past default,
waive a default in the payment of principal of, or interest
on, any debt security, or
change any of our obligations to maintain offices or
agencies where the debt securities may be surrendered for
payment, registration or transfer and where notices and
demands may be served upon us.
DEFEASANCE AND COVENANT DEFEASANCE
When we use the term defeasance, we mean discharge from some or all of our
obligations under the indenture. Unless the terms of the debt securities of any
series provide otherwise, we may elect either:
to defease and be discharged from any and all obligations
with respect to
debt securities of any series payable within one year
other debt securities of any series upon the conditions
described below or
to be released from our obligations with respect to
covenants described under ' -- Covenants' above and, if
specified in the prospectus supplement, other covenants
applicable to the debt securities of any series ('covenant
defeasance'),
upon (or, with respect to defeasance of debt securities payable later than
one year from the date of defeasance, on the 91st day after) the deposit with
the trustee, in trust for that purpose, of money and/or U.S. Government
obligations which through the payment of principal and interest in accordance
with their terms will provide money in an amount sufficient without reinvestment
to pay the principal of and interest on the debt securities.
As a condition to defeasance of any debt securities of any series payable
later than one year from the time of defeasance, we must deliver to the trustee
an opinion of counsel and/or a ruling of the Internal Revenue Service to the
effect that holders of the debt securities will not recognize income, gain or
loss for Federal income tax purposes as a result of that defeasance and will be
subject to Federal income tax on the same amount and in the same manner and at
the same times as would have been the case if the defeasance or covenant
defeasance had not occurred.
We may exercise either defeasance option with respect to the debt securities
of any series notwithstanding our prior exercise of our covenant defeasance
option. If we exercise our defeasance option, payment of the debt securities of
any series may not be accelerated because of a default or an event of default.
If we exercise our covenant defeasance option, payment of the debt securities of
any series may not be accelerated by reason of an event of default with respect
to the covenants to which the covenant defeasance applies. If acceleration were
to occur by reason of another event of default, the realizable value at the
acceleration date of the money and U.S. Government obligations in the defeasance
trust could be less than the principal and interest then due on the debt
securities. In other words, the required deposit in the defeasance trust is
based upon scheduled cash flow rather than market value, which will vary
depending upon interest rates and other factors. We will, however, remain liable
for such payments at the time of the acceleration.
GOVERNING LAW
The indenture and the debt securities are governed by and construed in
accordance with the laws of the State of New York.
THE TRUSTEE
We maintain a banking relationship with the trustee. The trustee also acts
as trustee under another of our indentures and under a trust agreement to which
we are a party.
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DESCRIPTION OF COMMON STOCK
GENERAL
We have 640,000,000 shares of authorized common stock, $1.00 par value per
share, of which 254,612,829 shares were outstanding as of February 28, 2003. We
have 5,000,000 shares of authorized preferred stock, $1.00 par value per share,
of which 621,343 shares were outstanding as of February 28, 2003.
Holders of our common stock are entitled to receive dividends when, as and
if declared by our board of directors out of any funds legally available for
dividends. Holders of our common stock are also entitled, upon our liquidation,
and after claims of creditors and preferences of preferred stock, and any other
class or series of preferred stock outstanding at the time of liquidation, to
receive pro rata our net assets. We will pay dividends on our common stock only
if we have paid or provided for dividends on our outstanding series of preferred
stock for all prior periods.
Our preferred stock has, or upon issuance may have, preference over our
common stock with respect to the payment of dividends and the distribution of
assets in the event of our liquidation or dissolution. Our preferred stock also
has such other preferences as may be fixed by our board of directors.
Holders of our common stock are entitled to one vote for each share that
they hold and are vested with all of the voting power except as our board of
directors has provided, or may provide in the future, with respect to preferred
stock or any other class or series of preferred stock that the board of
directors may hereafter authorize. Shares of our common stock are not redeemable
and have no subscription, conversion or preemptive rights, other than as
described below under ' -- Shareholders' Rights Plan.'
Our common stock is listed on the New York Stock Exchange. Outstanding
shares of our common stock are validly issued, fully paid and non-assessable.
Holders of our common stock are not, and will not be, subject to any liability
as stockholders.
SHAREHOLDERS' RIGHTS PLAN
On November 28, 1995, we entered into a rights agreement, which we amended
and restated on March 28, 2000 and further amended on April 24, 2000. The
material provisions of that rights agreement are summarized below. However,
since the terms of our rights agreement are complex, this summary may not
contain all of the information that is important to you. For more information,
you should read the agreement, which has been filed with the SEC. See 'Where You
Can Find More Information' for information on how to obtain a copy.
Under the rights agreement, a right may be exercised, under certain
conditions, to purchase one eight-hundredth of a share of a series of our
preferred stock at an exercise price of $67.50, subject to adjustment. The
rights become exercisable if a party acquires or obtains the right to acquire
15% or more of our common stock without the approval of our board or after
commencement or public announcement of an offer for 15% or more of our common
stock. When exercisable, under certain conditions, each right also entitles the
holder thereof to purchase shares of our common stock or the common stock of the
acquirer, having a market value of two times the then current exercise price of
that right.
The rights expire in April 2006, and may be redeemed at a price of $.01 per
right at any time prior to expiration or the acquisition by a party of 15% of
our common stock. Under certain circumstances, the rights may be exchanged for
common stock after they become exercisable.
In addition to the rights agreement, we currently have the following
provisions in our certificate of incorporation which could be considered
'anti-takeover' provisions:
an article providing for a classified board of directors
divided into three classes, as nearly equal in number as
possible, one of which is elected at each annual meeting of
stockholders; and
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an article requiring the affirmative vote of 80% of the
outstanding shares entitled to vote (voting together as a
single class) for certain merger and asset sale transactions
with any interested shareholder (generally, a 10% or greater
shareholder).
Our certificate of incorporation and bylaws also deny stockholders the right
to call a special meeting of stockholders. Our certificate of incorporation and
bylaws provide that only the board of directors may call special meetings of the
stockholders.
These provisions, in combination with the rights agreement, may have the
effect of delaying, deferring or preventing a change in control.
ANTI-TAKEOVER EFFECTS OF THE NEW JERSEY SHAREHOLDERS PROTECTION ACT
We are subject to the provisions of Section 14A-10A of the New Jersey
Business Corporation Act, which is known as the 'New Jersey Shareholders
Protection Act.' Under the New Jersey Shareholders Protection Act, we are
prohibited from engaging in any 'business combination' with any 'interested
shareholder' for a period of five years following the time at which that
shareholder becomes an 'interested shareholder' unless the business combination
is approved by our board of directors before that shareholder became an
'interested shareholder.' Covered business combinations include certain mergers,
dispositions of assets or shares and recapitalizations.
An 'interested shareholder' is
any person that directly or indirectly beneficially owns 10%
or more of the voting power of our outstanding voting stock;
or
any of our affiliates or associates (as those terms are
defined in the New Jersey Shareholders Protection Act) that
directly or indirectly beneficially owned 10% or more of the
voting power of our then-outstanding stock at any time
within a five-year period immediately prior to the date in
question.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is EquiServe Trust
Company, N.A.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt securities or common stock. We may
offer warrants separately or together with one or more additional warrants, debt
securities or common stock, or any combination of those securities in the form
of units, as described in the applicable prospectus supplement. If we issue
warrants as part of a unit, the prospectus supplement will specify whether those
warrants may be separated from the other securities in the unit prior to the
warrants' expiration date. Below is a description of the general terms and
provisions of the warrants that we may offer. Further terms of the warrants will
be described in the prospectus supplement.
The prospectus supplement will contain, where applicable, the following
terms of and other information relating to the warrants:
the specific designation and aggregate number of, and the
price at which we will issue, the warrants;
the currency or currency units in which the offering price,
if any, and the exercise price are payable;
the date on which the right to exercise the warrants will
begin and the date on which that right will expire or, if
you may not continuously exercise the warrants throughout
that period, the specific date or dates on which you may
exercise the warrants;
whether the warrants will be issued in fully registered form
or bearer form, in definitive or global form or in any
combination of these forms, although, in any case, the form
of a warrant included in a unit will correspond to the form
of the unit and of any security included in that unit;
any applicable material United States federal income tax
consequences;
15
the identity of the warrant agent for the warrants and of
any other depositories, execution or paying agents, transfer
agents, registrars or other agents;
the proposed listing, if any, of the warrants or any
securities purchasable upon exercise of the warrants on any
securities exchange;
whether the warrants are to be sold separately or with other
securities as parts of units;
if applicable, the designation and terms of the debt
securities or common stock with which the warrants are
issued and the number of warrants issued with each security;
if applicable, the date from and after which the warrants
and the related debt securities or common stock will be
separately transferable;
the designation, aggregate principal amount, currency and
terms of the debt securities that may be purchased upon
exercise of the warrants;
the number of shares of common stock purchasable upon
exercise of a warrant and the price at which those shares
may be purchased;
if applicable, the minimum or maximum amount of the warrants
that may be exercised at any one time;
information with respect to book-entry procedures, if any;
any antidilution provisions of the warrants;
any redemption or call provisions; and
any additional terms of the warrants, including terms,
procedures and limitations relating to the exchange and
exercise of the warrants.
DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of:
debt securities or equity securities issued by us or
securities of third parties, a basket of such securities, an
index or indices of such securities or any combination as
specified in the applicable prospectus supplement;
currencies; or
commodities.
We may issue purchase contracts obligating holders to purchase from us, and
obligating us to sell to holders, a specified or varying number of securities,
currencies or commodities at a purchase price, which may be based on a formula,
at a future date. Alternatively, we may issue purchase contracts obligating us
to purchase from holders, and obligating holders to sell to us, a specified or
varying number of securities, currencies or commodities at a purchase price,
which may be based on a formula, at a future date. We may be entitled to satisfy
our obligations, if any, with respect to any purchase contract by delivering the
cash value of that purchase contract or the cash value of the property otherwise
deliverable or, in the case of purchase contracts on underlying currencies, by
delivering the underlying currencies, as set forth in the prospectus supplement.
The prospectus supplement will specify the methods by which the holders may
purchase or sell those securities, currencies or commodities and any
acceleration, cancellation or termination provisions or other provisions
relating to the settlement of a purchase contract. The purchase contracts may be
entered into separately or as a part of units.
The purchase contracts may require us to make periodic payments to the
holders thereof or vice versa, and these payments may be unsecured or prefunded
and may be paid on a current or deferred basis. The purchase contracts may
require holders to secure their obligations under the contracts in a specified
manner to be described in the prospectus supplement. Alternatively, purchase
contracts may require holders to satisfy their obligations thereunder when the
purchase contracts are issued.
16
DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, we may issue units
consisting of one or more purchase contracts, warrants, debt securities, shares
of common stock or any combination of these securities. The prospectus
supplement will describe:
the terms of the units and of the purchase contracts,
warrants, debt securities and common stock comprising the
units, including whether and under what circumstances the
securities comprising the units may be traded separately;
a description of the terms of any unit agreement governing
the units; and
a description of the provisions for the payment, settlement,
transfer or exchange of the units.
PLAN OF DISTRIBUTION
We may sell the securities:
to the public through one or more underwriters;
through one or more agents; or
directly to purchasers.
The distribution of the securities may be effected from time to time in one
or more transactions:
at a fixed price, or prices, which may be changed from time
to time;
at market prices prevailing at the time of sale;
at prices related to such prevailing market prices; or
at negotiated prices.
Each prospectus supplement will describe the method of distribution of the
securities and any applicable restrictions.
The prospectus supplement with respect to the securities of a particular
series will describe the terms of the offering of the securities, including the
following:
the names of any agents or underwriters;
the public offering or purchase price;
any discounts and commissions to be allowed or paid to any
agents or underwriters;
all other items constituting underwriting compensation;
any discounts and commissions to be allowed or paid to
dealers; and
any exchanges on which the securities will be listed.
We may agree to enter into an agreement to indemnify the agents and the
several underwriters against certain civil liabilities, including liabilities
under the Securities Act or to contribute to payments the agents or the
underwriters may be required to make.
If so indicated in the applicable prospectus supplement, we may authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase securities from us pursuant to delayed delivery
contracts providing for payment and delivery on the date stated in the
prospectus supplement. Each contract will be for an amount not less than, and
the aggregate amount of securities sold pursuant to such contracts shall not be
less nor more than, the respective amounts stated in the prospectus supplement.
Institutions with whom the contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutions, but
shall in all cases be subject to our approval. Delayed delivery contracts will
not be subject to any conditions except that:
17
the purchase by an institution of the securities covered
under that contract shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which that
institution is subject; and
the securities are also being sold to underwriters acting as
principals for their own account, the underwriters shall
have purchased such securities not sold for delayed
delivery. The underwriters and other persons acting as our
agents will not have any responsibility in respect of the
validity or performance of delayed delivery contracts.
The underwriters and their associates and affiliates may be customers of,
have borrowing relationships with, engage in other transactions with, and/or
perform services, including investment banking services, for, us or one or more
of our affiliates in the ordinary course of business.
BD may enter into derivative or other hedging transactions with financial
institutions. These financial institutions may in turn engage in sales of common
stock to hedge their position, deliver this prospectus in connection with some
or all of those sales and use the shares covered by this prospectus to close out
any short position created in connection with those sales. BD may also sell
shares of common stock short using this prospectus and deliver common stock
covered by this prospectus to close out such short positions, or loan or pledge
common stock to financial institutions that in turn may sell the shares of
common stock using this prospectus. BD may pledge or grant a security interest
in some or all of the common stock covered by this prospectus to support a
derivative or hedging position or other obligation and, if BD defaults in the
performance of its obligations, the pledgees or secured parties may offer and
sell the common stock from time to time pursuant to this prospectus.
One or more firms, referred to as 'remarketing firms,' may also offer or
sell the securities, if the prospectus supplement so indicates, in connection
with a remarketing arrangement upon their purchase. Remarketing firms will act
as principals for their own accounts or as agents for us. These remarketing
firms will offer or sell the securities pursuant to the terms of the securities.
The prospectus supplement will identify any remarketing firm and the terms of
its agreement, if any, with us and will describe the remarketing firm's
compensation. Remarketing firms may be deemed to be underwriters in connection
with the securities they remarket. Remarketing firms may be entitled to under
agreements that may be entered into with us to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for us in
the ordinary course of business.
The securities may be new issues of securities and may have no established
trading market. The securities may or may not be listed on a national securities
exchange or the Nasdaq National Market. We can make no assurance as to the
liquidity of or the existence of trading markets for any of the securities.
VALIDITY OF SECURITIES
Unless otherwise indicated in the prospectus supplement with respect to any
securities, the validity of the securities will be passed upon for us by Bridget
M. Healy, our Vice President, General Counsel and Corporate Secretary, and for
the underwriters by Sullivan & Cromwell LLP, 125 Broad Street, New York, New
York 10004. As of February 28, 2003, Ms. Healy held 6,988 shares under our
Deferred Compensation Plan, held 270 shares of our common stock directly and had
options to acquire 222,018 shares. In addition, Ms. Healy had a vested interest,
as of February 28, 2003, under our Savings Incentive Plan in 3,832 shares of our
common stock and in 188 shares of our Series B ESOP Convertible Preferred Stock.
EXPERTS
The consolidated financial statements of BD and the related schedule,
incorporated by reference in BD's Annual Report on Form 10-K for the fiscal year
ended September 30, 2002, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference therein
and incorporated herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
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________________________________________________________________________________
No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information or representations. This prospectus is an offer to
sell only the Notes offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
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TABLE OF CONTENTS
Prospectus Supplement
PAGE
----
Use of Proceeds............................................. S-2
Description of the Notes.................................... S-2
Underwriting................................................ S-5
Prospectus
Where You Can Find More Information......................... 2
Forward Looking Statements.................................. 3
Becton, Dickinson and Company............................... 4
Use of Proceeds............................................. 5
Ratio of Earnings to Fixed Charges.......................... 5
Description of Debt Securities.............................. 6
Description of Common Stock................................. 14
Description of Warrants..................................... 15
Description of Purchase Contracts........................... 16
Description of Units........................................ 17
Plan of Distribution........................................ 17
Validity of Securities...................................... 18
Experts..................................................... 18
________________________________________________________________________________
________________________________________________________________________________
$400,000,000
BECTON, DICKINSON
AND COMPANY
$200,000,000 4.550% Notes
due April 15, 2013
$200,000,000 4.900% Notes
due April 15, 2018
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[Logo: BD_LOGO]
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GOLDMAN, SACHS & CO.
SALOMON SMITH BARNEY
JPMORGAN
BANC ONE CAPITAL MARKETS, INC.
________________________________________________________________________________