-----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, CQ8V4B0/GdbD6SRRwxlvTuUtr7Fj8dY7/N5kY1lRQiUCaYEnC5Za+V3fqcM1YPC8 gWGFegUCSP+nYc805Wy0Jw== 0000950130-99-003327.txt : 19990624 0000950130-99-003327.hdr.sgml : 19990624 ACCESSION NUMBER: 0000950130-99-003327 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990526 ITEM INFORMATION: FILED AS OF DATE: 19990526 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: 99635053 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 26, 1999 -------------- 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 ------------ Press releases dated May 25, 1999. Attached hereto as Exhibits 99A and 99B, which are incorporated herein by reference, are copies of the press releases. 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 26, 1999 - 2 - INDEX TO EXHIBITS ----------------- Exhibit Number Description of Exhibits ------ ----------------------- 99A Press release dated May 25, 1999. 99B Press release dated May 25, 1999. EX-99.A 2 PRESS RELEASE DATED MAY 25, 1999 EXHIBIT 99(a) Becton Dickinson Announces Election of Willard J. Overlock, Jr. Franklin Lakes, NJ - May 25, 1999 - Becton Dickinson and Company announced today the election of Willard J. ("Mike") Overlock, Jr. to the Board of Directors. Mr. Overlock, 53, was elected a partner at Goldman, Sachs & Co. in 1982, was the head of the firm's Mergers and Acquisition Department from 1985-1996, as well as co-head of its Investment Banking Division, from 1990 to 1996. Mr. Overlock served as a member of the management committee at Goldman, Sachs from 1990 to 1995 and became a Limited Partner of the firm in 1996. Mr Overlock has been an advisor to numerous corporations and is a frequent lecturer on acquisitions and takeovers. Mr Overlock received his B.A. in economics from the University of North Carolina, Chapel Hill in 1968 and his M.B.A. from the Columbia Business School in 1973. Mr. Overlock currently is a director of Select Reinsurance Ltd. and SummerWinds Garden Centers, Inc. and serves on the board of the University of North Carolina Chapel Hill College of Arts and Sciences and the Board of Overseers of the Columbia Graduate School of Business. Mr. Overlock also is a trustee of the Kent School. From 1992 to 1998, Mr. Overlock was a member of the Board of the Juvenile Diabetes Foundation International and from 1995 to 1998 served as its Chairman. "Becton Dickinson is pleased to welcome Mr. Overlock as a director. He is highly respected in his industry for his business acumen and civic leadership, and brings to our company a valuable perspective on the challenges we face in managing the growth of our businesses," said Clateo Castellini, Chairman of the Board, President and CEO. Becton Dickinson manufactures and sells a broad range of medical devices and diagnostic systems for use by health professionals, medical research institutions and the general public. For its most recent fiscal year, the company reported revenues of $3.1 billion. ### EX-99.B 3 PRESS RELEASE DATED MAY 25, 1999 EXHIBIT 99(b) BECTON DICKINSON NAMES LUDWIG PRESIDENT Franklin Lakes, NJ (May 25, 1999) -- The Board of Directors of Becton, Dickinson and Company announced today that it has named Edward J. Ludwig President. Mr. Ludwig succeeds Clateo Castellini, who will continue in the role of Chairman and Chief Executive Officer until year-end, at which time Mr. Ludwig also will be appointed to the position of Chief Executive Officer. Mr. Ludwig joined the Company in 1979. After five years' experience in the Company's medical segment, in 1987 Mr. Ludwig assumed responsibility for corporate planning and development. From 1989 to 1994, Mr. Ludwig was President of Becton Dickinson Diagnostics in Baltimore, Maryland. During the last five years, Mr. Ludwig has held positions of increasing responsibility at corporate headquarters. He served as Senior Vice President - Finance and Chief Financial Officer from 1995 to 1998 and more recently, in July,1998, was appointed Executive Vice President of the Company. Clateo Castellini said, "Ed has demonstrated the vision, values and energy necessary to lead Becton Dickinson into the 21st century. He is fully committed to the continuing transformation of Becton Dickinson into a more responsive, adaptive and fast- moving company dedicated to helping all people live healthy lives and I am convinced he will continue to strengthen our profitability and sales growth by increasing the Company's relevance to patients and to health care systems around the world." Richard W. Hanselman director and chairman of the Committee on Directors at Becton, Dickinson and Company said, "Becton Dickinson has enjoyed tremendous success under the leadership of Clateo Castellini and naming Ed Ludwig today as President and CEO-designate represents another critical achievement for the Company. Ed has the experience, personal attributes and dedication necessary to guide Becton Dickinson to achieve its aspirations and the Company is very fortunate that it will benefit from Clateo's continuing presence as Chairman of the Company, which wi11 provide continuity for the initiatives undertaken and ensure a successful and seamless leadership transition." Becton Dickinson manufactures and sells a broad range of medical supplies and devices and diagnostic systems for use by health professionals, medical research institutions, industry and the general public. For the fiscal year ended September 30, 1998, Becton Dickinson reported total revenues of $3.1 billion and net income of $236 mi11ion. ### -----END PRIVACY-ENHANCED MESSAGE-----