UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Quest Diagnostics Incorporated
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
74834L 10 0
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(CUSIP Number)
Donald F. Parman, GlaxoSmithKline
One Franklin Plaza, Philadelphia, PA 19102
Telephone 215-751-7633
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 21, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
This Amendment No. 2 amends and supplements the Statement on Schedule 13D
electronically filed with the Securities and Exchange Commission (the
"Commission") on August 19, 1999, and an amendment electronically filed with the
Commission on May 11, 2001.
The undersigned hereby amends and supplements Items 2, 5, 6 and 7 of the
Schedule 13D as previously amended to include the following information
(capitalized terms used herein without definition shall have the same meaning as
set forth in the Schedule 13D as previously amended).
SCHEDULE 13D
CUSIP NO. 74834L 10 0
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GlaxoSmithKline plc
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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7 SOLE VOTING POWER
NUMBER OF
SHARES 22,128,672
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
22,128,672
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,128,672
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
Item 2. Identity and Background.
(b) The address of the Company's principal executive office is
GlaxoSmithKline House, 980 Great West Road, Brentford, Middlesex TW8 9GS,
England.
(c) Set forth in Schedule I to this Amendment ("Schedule I") are
the names, business address and present principal occupation or employment of
each executive officer and director of the Company.
(d) During the last five years, there have been no criminal
proceedings against the Company or, to the best knowledge of the Company, any of
the other persons with respect to whom information is given in response to this
Item 2.
(e) During the last five years, neither the Company nor, to the
best knowledge of the Company, any of the other persons with respect to whom
information is given in response to this Item 2 has been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
(f) The citizenship of each executive officer and director of the
Company is set forth in Schedule I.
Item 3. Source and Amount of Funds or Other Consideration.
Item 4. Purpose of Transaction.
Item 5. Interest in Securities of the Issuer.
(a) Amount and Percent Beneficially Owned
The Company beneficially owns 22,128,672 shares of Common Stock.
The number of shares of Common Stock beneficially owned by the Company
represents 22.8% of the 95,005,940 shares of Common Stock outstanding at April
30, 2002. Those shares are held by SmithKline Beecham Corporation ("SKB"), a
wholly-owned subsidiary of the Company. The directors and executive officers of
the Company disclaim beneficial ownership of these shares.
(c) Subsequent to Amendment No. 1, SKB received 11,064,336 shares
pursuant to a two-for-one stock split effective May 31, 2001.
Item 6. Contracts, Arrangements, Understandings or
Relationship With respect to Securities of the Issuer.
On May 21, 2002, SKB entered into an ISDA Master Agreement
(including the Schedule and Credit Support Annex thereto) (the "ISDA Master
Agreement") with Lehman Brothers Finance S.A. ("Lehman"). On May 21, 2002, SKB
and Lehman also entered into 5 transactions (each, a "Transaction") governed by
the ISDA Master Agreement (the confirmations evidencing the Transactions, along
with the ISDA Master Agreement, the "Agreement") relating to a total of
5,000,000 Shares. SKB has agreed to sell to Lehman, for settlement ranging from
July 13, 2006 to March 27, 2008, a number of Shares to be determined based on a
formula, which has been structured to provide SKB a hedge against depreciation
in the value of the Shares while participating in a portion of the upside of the
Shares. SKB has the right to cash settle the Transactions by paying an amount in
cash equal to the value of the Shares it would otherwise be obligated to
deliver.
The number of Shares to be delivered will be determined based on a
formula as follows. If the price of the Shares determined near the settlement
date of a Transaction (the "Final Price") is at or below a specified
Depreciation Floor ($84.55 as defined in each Transaction), SKB will be
obligated to deliver all the Shares underlying that particular Transaction. If
the Final Price is above the
specified Depreciation Floor and at or below a specified Appreciation
Cap (ranging from $106.11 to $125.30 as defined in each relevant Transaction),
SKB will be obligated to deliver a number of Shares equal to the number of
Shares underlying that particular Transaction multiplied by the Depreciation
Floor divided by the Final Price. If the Final Price is above the specified
Appreciation Cap, SKB will be obligated to deliver a number of Shares equal to
the number of Shares underlying that particular Transaction multiplied by (i)
1.0 minus (ii) (a) the Appreciation Cap minus the Depreciation Floor divided by
(b) the Final Price.
Under the Agreement, SKB has pledged to Lehman 5,000,000 Shares.
Absent default or SKB's consent, Lehman is not entitled to dispose of nor vote
the pledged Shares. In addition, SKB has the right to substitute other
collateral.
Item 7. Materials to be Filed as Exhibits.
Item 7 is amended by adding the following exhibits thereto.
Exhibit number Description
4 ISDA Master Agreement between SmithKline Beecham
Corporation and Lehman Brothers Finance S.A. dated May
21, 2002
5 Confirmation between SmithKline Beecham Corporation
and Lehman Brothers Finance S.A. dated May 21, 2002
with Averaging Dates (as defined in this Confirmation)
from May 8, 2007 through May 21,2007
6 Confirmation between SmithKline Beecham Corporation
and Lehman Brothers Finance S.A. dated May 21, 2002
with Averaging Dates (as defined in this Confirmation)
from March 10, 2008 through March 24, 2008
7 Confirmation between SmithKline Beecham Corporation
and Lehman Brothers Finance S.A. dated May 21, 2002
with Averaging Dates (as defined in this Confirmation)
from July 10, 2006 through July 21, 2006
8 Confirmation between SmithKline Beecham Corporation
and Lehman Brothers Finance S.A. dated May 21, 2002
with Averaging Dates (as defined in this Confirmation)
from December 8, 2006 through December 21, 2006
9 Confirmation between SmithKline Beecham Corporation
and Lehman Brothers Finance S.A. dated May 21, 2002
with Averaging Dates (as defined in this Confirmation)
from October 9, 2007 through October 22, 2007
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in the
Statement is true, correct and complete.
DATED: May 22, 2002 GLAXOSMITHKLINE PLC
By: /s/ Donald F. Parman
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DONALD F. PARMAN
Authorized Representative
SCHEDULE I
Principal
Occupation
Name Business Address or Employment Nationality
BOARD OF DIRECTORS
Sir Francis Roger Hurn Marconi plc Company Director British
One Bruton Street
London, England
W1X 8AQ
Dr. Jean-Pierre Garnier One Franklin Plaza Chief Executive Officer French/USA
Philadelphia, PA
19102
John D. Coombe GlaxoSmithKline House Chief Financial Officer British
980 Great West Road
Brentford, Middlesex
England TW8 9GS
Paul Allaire PO Box 1600 Company Director USA
Stamford, CT
06904
Dr. Michele Barzach Sante International Health Strategy French
2 Rue Cognac-Jay Consultant
Paris, France
75007
Sir Christopher Hogg Reuters Holdings plc Company Director British
85 Fleet Street
London, England
EC4P 4AJ
Sir Peter Job Reuters Holdings plc Company Director British
85 Fleet Street
London, England
EC4P 2DB
John McArthur 140 Old Connecticut Path Company Director Canadian
Wayland, MA
01778
Donald McHenry IRC Group Company Director USA
1320 19TH Street NW
Suite 410
Washington, DC
20036
Sir Ian Prosser 20 North Audley Street Company Director British
London, England
W1Y 1WE
Dr. Ronaldo Schmitz 34 Berkeley Square Company Director German
London, England
W1J 5AA
Dr. Lucy Shapiro Stanford Univerity Professor USA
School of Medicine
279 Campus Drive
Stanford, CA
94305-5329
COMPANY SECRETARY
Simon M. Bicknell GlaxoSmithKline House Company Secretary British
980 Great West Road
Brentford, Middlesex
England TW8 9GS
CORPORATE EXECUTIVE TEAM
Jean-Pierre Garnier One Franklin Plaza Chief Executive French/USA
Philadelphia, PA Officer
19102
Rupert M. Bondy GlaxoSmithKline House Senior Vice President British
980 Great West Road and General Counsel
Brentford, Middlesex
England TW8 9GS
W. Ford Calhoun One Franklin Plaza Senior Vice President USA
Philadelphia, PA Information Technology
19102
John D. Coombe GlaxoSmithKline House Chief Financial British
980 Great West Road Officer
Brentford, Middlesex
England TW8 9GS
Robert A. Ingram 5 Moore Drive Chief Operating USA
Research Triangle Park Officer & President
NC 27709 Pharmaceutical
Operations
Dr. James B. Palmer 5 Moore Drive Senior Vice President British
Research Triangle Park New Product Development
NC 27709 Pharmaceuticals R&D
Daniel J. Phelan One Franklin Plaza Senior Vice President USA
Philadelphia, PA Human Resources
19102
Howard Pien One Franklin Plaza President USA
Philadelphia, PA Pharmaceuticals
19102 International
David M. Stout 5 Moore Drive President USA
Research Triangle Park U.S. Pharmaceuticals
NC 27709
Tim Tyson 5 Moore Drive President USA
Research Triangle Park Global Manufacturing
NC 27709 & Supply
Christopher Viehbacher 100 rue de Versailles President German/
78163 Marly-Le-Roi Pharmaceuticals Canadian
Cedex, France Europe
Dr. Tadataka Yamada 709 Swedeland Road Chairman USA
King of Prussia, PA Research & Development
19406
Jennie Younger GlaxoSmithKline House Senior Vice President British
980 Great West Road Corporate Communications
Brentford, Middlesex & Community Partnerships
England TW8 9GS
Jack Ziegler One Franklin Plaza President USA
Philadelphia, PA Consumer Healthcare
19102