8-K: Current report filing

Published on May 21, 1998



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) May 21, 1998
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BECTON, DICKINSON AND COMPANY
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(Exact name of registrant as specified in its charter)

New Jersey 001-4802 22-0760120
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(State or other juris- (Commission (IRS Employer Iden-
diction of incorporation) File Number) tification Number)


1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
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(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code (201) 847-6800
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N/A
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(Former name or former addresses if changed since last report.)


Item 5. OTHER EVENTS
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The Registrant restated its Selected Financial Data and Quarterly
Financial Data to reflect the effect of Financial Accounting
Standards No. 128, "Earnings per Share." During 1997 the Financial
Accounting Standards Board issued Financial Accounting Standard
("SFAS") No. 128, "Earnings per Share" which was effective for the
Registrant beginning with the first quarter of fiscal 1998. This
Statement simplifies the computation of earnings per share by
replacing the previously reported primary and fully diluted
earnings per share with basic and diluted earnings per share,
respectively. Unlike primary earnings per share, basic earnings per
share exclude the potential dilutive effect of common stock
equivalents such as stock options, warrants and convertible
securities.

On May 19, 1998, the Registrant announced in a press
release that its Board of Directors had approved a plan to
restructure certain manufacturing and administrative activities
which, coupled with previously announced initiatives, was expected
to result in approximately $120 million in restructuring, one-time,
and other charges. Attached hereto as Exhibit 99.2, which is hereby
incorporated herein by reference, is a copy of such press release.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------

The Registrant is filing herewith the exhibits referenced in the
Index of Exhibits annexed hereto and made a part hereof.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

BECTON, DICKINSON AND COMPANY
(Registrant)



By: /s/ Bridget M. Healy
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Bridget M. Healy
Vice President and Secretary


Date: May 21, 1998

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INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibits
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12 Ratio of Earnings to Fixed Charges

27.1 Restated Financial Data Schedule

99.1 Selected Financial Data and Quarterly Financial Data -
Restated in accordance with Statement of Financial
Accounting Standards No. 128

99.2 Press Release issued on May 19, 1998.