EXHIBIT 1(b)
PRICING AGREEMENT
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Xxxxxxx, Xxxxx & Co.
Xxxxx Securities Inc.
Citicorp Securities, Inc.
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 29, 1998
Ladies and Gentlemen:
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 July 29, 1998 (the "Underwriting Agreement"), to
issue and sell to the Underwriters named in Schedule I 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 a 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 each of the Underwriters, and each of the Underwriters agrees, severally and
not jointly, 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 six counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
BECTON, XXXXXXXXX AND COMPANY
By: /s/ XXXXXXXX X. XXXXXXXX
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Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President-Finance
Operations and Treasurer
Accepted as of the date hereof:
XXXXXXX, SACHS & CO.
CHASE SECURITIES INC.
CITICORP SECURITIES, INC.
By: XXXXXXX, XXXXX & CO.
/s/ XXXXXXX, SACHS & CO.
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(Xxxxxxx, Xxxxx & Co.)
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SCHEDULE I
PRINCIPAL
AMOUNT OF
DESIGNATED
SECURITIES
TO BE
UNDERWRITER PURCHASED
----------- ----------
Xxxxxxx, Sachs & Co. ............................... $160,000,000
Chase Securities Inc. .............................. 20,000,000
Citicorp Securities, Inc. .......................... 20,000,000
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Total .............................................. $200,000,000
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
6.70% Debentures due August 1, 2028
AGGREGATE PRINCIPAL AMOUNT:
$200,000,000
PRICE TO PUBLIC:
99.667% of the principal amount of the Designated Securities, plus accrued
interest, if any, from August 3
PURCHASE PRICE BY UNDERWRITERS:
98.792% of the principal amount of the Designated Securities, plus accrued
interest, if any, from August 3
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, to be
made available for checking by the Representatives at least twenty-four hours
prior to the Time of Delivery at the office of DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
INDENTURE:
Indenture dated March 1, 1997, between the Company and The Chase Manhattan
Bank, as Trustee
MATURITY:
August 1, 2028
INTEREST RATE:
6.70%
INTEREST PAYMENT DATES:
February 1 and August 1
REDEMPTION PROVISIONS:
No provisions for redemption
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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), August 3, 1998
CLOSING LOCATION:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
NAMES AND ADDRESSES OF REPRESENTATIVES:
Xxxxxxx, Sachs & Co.
Chase Securities Inc.
Citicorp Securities, Inc.
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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