(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of Each Class
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Trading Symbol
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Name of Each Exchange
on Which Registered
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
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Item 9.01 |
Financial Statements and Exhibits.
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Form of 3.519% Notes due February 8, 2031 of Becton, Dickinson and Company.
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Form of 4.874% Notes due February 8, 2029 of Becton, Dickinson and Company.
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Form of 5.110% Notes due February 8, 2034 of Becton, Dickinson and Company.
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Opinion of Gary DeFazio, Senior Vice President, Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company, relating to
the Euro Notes.
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Opinion of Skadden, Arps, Slate, Meagher and Flom LLP, relating to the Euro Notes.
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Opinion of Gary DeFazio, Senior Vice President, Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company, relating to
the USD Notes.
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Opinion of Skadden, Arps, Slate, Meagher and Flom LLP, relating to the USD Notes.
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23.1
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Consent of Gary DeFazio, Senior Vice President, Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company (included as
part of Exhibit 5.1 and Exhibit 5.3).
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23.2
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.2 and Exhibit 5.4).
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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BECTON, DICKINSON AND COMPANY
(Registrant)
|
||
By:
|
/s/ Gary DeFazio
|
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Gary DeFazio
|
||
Senior Vice President and Corporate Secretary
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No.
|
€
|
BECTON, DICKINSON AND COMPANY
|
||||||
as the Company | ||||||
By:
|
||||||
Name:
|
Christopher DelOrefice | |||||
Title:
|
Executive Vice President and
|
|||||
Chief Financial Officer
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||||||
(CORPORATE SEAL)
|
||||||
Attest:
|
||||||
By:
|
||||||
Name:
|
Gary DeFazio
|
|||||
Title:
|
Senior Vice President, Corporate
|
|||||
Secretary and Associate General Counsel
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THE BANK OF NEW YORK MELLON
|
||
TRUST COMPANY, N.A.,
|
||
as Trustee
|
||
By:
|
||
Authorized Officer
|
•
|
the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of
the Company and its subsidiaries taken as a whole to any Person (including any “person” (as that term is defined in Section 13 (d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”)) other than to the Company or one of its
subsidiaries;
|
•
|
the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any Person (including any “person” (as that term is defined in Section 13(d)(3) of
the Exchange Act)), other than the Company or one of its subsidiaries, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of
the Company or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or
|
•
|
the adoption of a plan relating to the liquidation or dissolution of the Company.
|
•
|
to any tax, assessment or other governmental charge that would not have been imposed but for the holder (or the beneficial owner for whose benefit such holder holds the Notes), or a fiduciary, settlor,
beneficiary, member or shareholder of the holder, or a person holding a power over an estate or trust administered by a fiduciary holder, being treated as:
|
•
|
being or having been present in, or engaged in a trade or business in, the United States, or having or having had a permanent establishment in the United States;
|
•
|
having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment in respect of the Notes or the
enforcement of any rights under the Indenture), including being or having been a citizen of the United States or treated as being or having been a resident thereof;
|
•
|
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States federal income tax purposes, a foreign tax exempt organization, or a
corporation that has accumulated earnings to avoid United States federal income tax;
|
•
|
being or having been a “10-percent shareholder”, as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision, of the Company; or
|
•
|
being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, within the meaning of section 881(c)(3) of the Code or
any successor provision;
|
•
|
to any holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or
settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or
member received directly its beneficial or distributive share of the payment;
|
•
|
to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting
requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or any taxing
authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
|
•
|
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a Paying Agent from the payment;
|
•
|
to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;
|
•
|
to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of the Notes, where presentation is required, for payment on a date more than 30
days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
|
•
|
to any tax assessment or other governmental charge required to be withheld or deducted that is imposed on a payment pursuant to sections 1471 through 1474 of the Code (or any amended or successor version of
such sections that is substantively comparable and not materially more onerous to comply with), any Treasury Regulations promulgated thereunder, or any other official interpretations thereof (collectively, “FATCA”), any agreement (including
any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA;
|
•
|
to any tax assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15
days after the payment becomes due or is duly provided for, whichever occurs later;
|
•
|
to any tax, assessment or other governmental charge that is imposed by reason of the failure of the beneficial owner to fulfill the statement requirements of section 871(h) or section 881(c) of the Code;
|
•
|
to any tax imposed pursuant to section 871(h)(6) or section 881(c)(6) of the Code (or any amended or successor provisions); or
|
•
|
in the case of any combination of the above bulleted items under this heading “Additional Amounts.”
|
☐ |
Change of Control Offer
|
Date:
|
Your Signature
|
|||
(Sign exactly as your name appears on the face of this Note)
|
||||
Tax I.D. Number:
|
||||
Signature Guarantee*:
|
No.
|
$ |
|
BECTON, DICKINSON AND COMPANY
|
|
By:
|
|
|
Name: |
Christopher DelOrefice |
||
Title: |
Executive Vice President and
Chief Financial Officer
|
By:
|
|
|
Name: |
Gary DeFazio |
|
Title: |
Senior Vice President,
Corporate Secretary and
Associate General Counsel
|
|
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
|
|
By:
|
|
|
|
|
Authorized Officer
|
|
(Sign exactly as your name appears on the face of this Note)
Tax Identification No.:
|
No.
|
$
|
|
BECTON, DICKINSON AND COMPANY
|
|
|
By: |
|
|
Name: | Christopher DelOrefice |
|
Title: |
Executive Vice President and
|
Chief Financial Officer |
|
|
|
By: |
|
|
Name:
|
Gary DeFazio |
|
Title: |
Senior Vice President,
Corporate Secretary and
Associate General Counsel
|
|
|
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Trustee
|
|
|
By: |
|
|
Authorized Officer | |
|
|
Date:
|
Your Signature
|
|||
(Sign exactly as your name appears on the face of this Note)
|
||||
Tax Identification No.:
|
||||
Signature Guarantee*:
|
(i) |
The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New Jersey, with power and authority
(corporate and other) to own its properties and conduct its business as described in the Prospectus.
|
(ii) |
The Company has the corporate power and authority to execute, deliver and perform all of its obligations under the Underwriting Agreement, the Indenture and the
Notes.
|
(iii) |
The Underwriting Agreement, the Indenture and the Notes have been duly authorized, executed and delivered by the Company.
|
Very truly yours, | |
/s/ Gary DeFazio
|
|
Gary DeFazio | |
Senior Vice President, Corporate Secretary and Associate General Counsel | |
Skadden, Arps, Slate, Meagher & Flom llp
ONE MANHATTAN WEST
NEW YORK, NY 10001
________
TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com
|
FIRM/AFFILIATE OFFICES -----------
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
-----------
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
|
RE: |
Becton, Dickinson and Company
Registration Statement on Form S-3 |
|
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
|
Very truly yours,
|
|
/s/ Gary DeFazio
|
|
Gary DeFazio | |
Senior Vice President, Corporate Secretary and Associate General Counsel
|
|
Skadden, Arps, Slate, Meagher & Flom llp
|
||
ONE MANHATTAN WEST
NEW YORK, NY 10001
________
TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com
|
FIRM/AFFILIATE OFFICES
-----------
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
-----------
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
|
|
|
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, NJ 07417-1880
|
RE: |
Becton, Dickinson and Company
Registration Statement on Form S-3
|
|
Very truly yours,
|
|
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
|
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