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 27, 2004
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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 9. Regulation FD Disclosure.
The following statement is being furnished by the Company under the
provisions of Regulation FD:
On May 25, 2004, Edward J. Ludwig, Chairman, President and Chief
Executive Officer of Becton, Dickinson and Company ("BD"), exercised options
for 38,542 BD shares and sold 32,512 of the acquired shares. On May 27, 2004,
Mr. Ludwig also entered into a pre-arranged trading plan (the "Plan")
established in accordance with Rule 10b5-1 under the Securities Exchange Act of
1934 and BD's policies with respect to stock transactions. Pursuant to the Plan,
Mr. Ludwig intends to exercise options for 160,000 shares, and to sell 152,000
of the shares acquired upon exercise, over an eight-month period beginning in
July 2004. The shares will be sold on the open market at prevailing market
prices, subject to a minimum price threshold. The transactions announced today
are part of Mr. Ludwig's long-term financial strategy for prudent asset
diversification and liquidity.
The options exercised by Mr. Ludwig and the options covered under
Mr. Ludwig's trading plan collectively represent approximately 19% of the vested
options and 13% of the total options held by Mr. Ludwig. All of these were
granted in January 1996 and would otherwise expire in January 2006, except for
4,030 options that were exercised and the underlying shares retained by Mr.
Ludwig. These options were granted in January 1997 and were due to expire in
January 2007. Excluding the options covered by the Plan, Mr. Ludwig holds
additional options to acquire 1,283,147 BD shares.
As a result of the transaction on May 25, 2004 described above,
Mr. Ludwig currently beneficially owns approximately 145,423 shares of BD
(excluding shares that may be acquired under stock options). As a result of
such holdings, Mr. Ludwig satisfies the BD share ownership guidelines, which
require BD's CEO to own shares equal in value to at least five times the CEO's
salary. Mr. Ludwig has also elected, on a discretionary basis, to defer
approximately $100,000 of his 2004 salary into a BD stock account under BD's
deferred compensation plan.
Rule 10b5-1 allows corporate officers who are not aware of material,
non-public information to adopt written, pre-arranged trading plans. Individuals
may use these plans to diversify their investment portfolios over time.
Mr. Ludwig, as well as other BD officers and directors, may adopt similar plans
in the future. BD does not undertake to report Rule 10b5-1 plans that may be
adopted by any officers or directors of BD in the future, or to report any
modifications or termination of any publicly announced plan, except to the
extent required by law.
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/ Dean J. Paranicas
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Dean J. Paranicas
Vice President, Corporate
Secretary and Public Policy
Date: May 27, 2004