Summary of BECTON DICKINSON & CO

Item 8.01 Other Events.
On May 11, 2009, Becton Dickinson and Company (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters named therein, in connection with the offer and sale of $500,000,000 aggregate principal amount of 5.000% notes due May 15, 2019 (the "2019 Notes") and $250,000,000 aggregate principal amount of 6.000% notes due May 15, 2039 (the "2039 Notes", and together with the 2019 Notes, the "Notes"). The Underwriting Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1.
The Notes were offered and sold pursuant to the Company's automatic shelf registration statement (the "Registration Statement") on Form S-3 (Registration No. 333-159102) filed with the Securities and Exchange Commission (the "SEC") on May 8, 2009, as supplemented by the final prospectus supplement filed with the SEC on May 13, 2009.
The Notes were issued pursuant to the indenture dated March 1, 1997 (the "Indenture") between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. A copy of the Indenture is filed as Exhibit 4(a) to the Company's Form 8-K filed on July 31, 1997. The forms of the 2019 Notes and the 2039 Notes are attached to this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively.
The above description of the Underwriting Agreement and the Notes is qualified in its entirety by reference to the Underwriting Agreement and forms of Notes. Each of the Underwriting Agreement, the form of the 2019 Notes and the form of the 2039 Notes is incorporated by reference into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
1.1 Underwriting Agreement dated May 11, 2009 among Becton, Dickinson and Company and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters named therein.
4.1 Form of 5.000% Notes due May 15, 2019.
4.2 Form of 6.000% Notes due May 15, 2039.