Becton, Dickinson and Company (BD) has announced the unregistered sale of Series D Preferred Shares in connection with the anticipated distribution of Augusta SpinCo Corporation as part of a Reverse Morris Trust transaction with Waters Corporation. BD issued a total of 27.5159 Series D Preferred Shares to trusts under its Directors' Deferral Plan and Salary and Bonus Deferral Plan, exchanging one Preferred Share for every 10,000 shares of BD common stock held by these trusts. The transaction was conducted in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. The move is intended to ensure that these trusts do not receive shares of SpinCo Common Stock in the planned distribution.

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