EXHIBIT 1
Pricing Agreement
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Xxxxxxx, Xxxxx & Co.,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000
October 8, 1996
Dear Sirs:
Becton, Xxxxxxxxx and Company, a New Jersey corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated January 10, 1995 (the "Underwriting Agreement"),
to issue and sell to the Underwriters named in Schedule 1 hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or an amendment and
supplement to the Prospectus, as the case may be, relating to the Designated
Securities, in the form heretofore delivered to you is now proposed to be filed
with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to the Underwriters, and the Underwriters agree to purchase from
the Company, at the time and place and at the purchase price to the Underwriters
set forth in Schedule II hereto, the principal amount of Designated Securities
set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us seven counterparts hereof, and upon acceptance hereof by you
this letter and such
acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between
you and the Company.
Very truly yours,
Becton, Xxxxxxxxx and Company
/s/ Xxxxxxxx X. Xxxxxxxx
By: ___________________________
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
Accepted as of the date herof:
/s/ Xxxxxxx, Sachs & Co.
______________________________
(Xxxxxxx, Xxxxx & Co.)
SCHEDULE I
Principal
Amount of
Designated
Securities
to be
Underwriter Purchased
----------- ---------
Xxxxxxx, Sachs & Co. .............................. $100,000,000
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Total ............................ $100,000,000
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SCHEDULE II
Title of Designated Securities:
6.90% Notes Due October 1, 2006
Aggregate principal amount:
$100,000,000
Price to Public:
99.861% of the principal amount of the Designated Securities
Purchase Price by Underwriters:
99.211% of the principal amount of the Designated Securities
Form of Designated Securities
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian.
Specified funds for payment of purchase price:
Federal (same day) funds
Indenture:
Indenture dated as of December 1, 1982, as supplemented as of May 15, 1986
and January 10, 1995 (collectively, the "Indenture"), between the Company
and The Chase Manhattan Bank (fomerly known as Chemical Bank), as
successor to Manufacturers Hanover Trust Company, as Trustee.
Maturity:
October 1, 2006
Interest Rate:
6.90%
Interest Payment Dates:
April 1 and October 1, commencing April 1, 1997
Record Dates:
March 15 and September 15
Redemption Provisions:
No redemption provisions.
Sinking Fund Provisions:
No sinking fund provisions.
Defeasance provisions:
The defeasance provisions of the Indenture are applicable to the
Designated Securities.
Time of Delivery:
10:00 a.m. (New York City time), October 11, 1996.
Closing Location:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and addresses of Representatives:
Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
