UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
QUEST DIAGNOSTICS INCORPORATED
(Name of Issuer)
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Common Stock, $.01 Par Value
(Title of Class of Securities)
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74834L 10 0
(CUSIP NUMBER)
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Donald F. Parman, GlaxoSmithKline
One Franklin Plaza
Philadelphia, Pennsylvania 19102
Telephone 215-751-7633
(Name, address and telephone number of person authorized to receive
notices and communications)
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February 15, 2007
(Date of Event That Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. /___/
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 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 the
disclosures provided in a prior cover page.
This Amendment No. 6 amends and supplements the Statement of Schedule 13D
electronically filed with the Securities and Exchange Commission (the
"Commission") on August 25, 1999 (the "Initial Statement"), and subsequent
amendments filed electronically with the Commission on May 14, 2001, May 22,
2002, June 29, 2004, December 15, 2004 and June 14, 2006.
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).
The undersigned hereby further amends and supplements Items 2 and 5 of the
Initial Statement to include the following information (capitalized terms used
herein without definition shall have the meaning as set forth in the Initial
Statement).
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CUSIP No. 74834L 10 0
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
GlaxoSmithKline plc
98-0101920
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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
Item 2(d) or 2(e)
/ /
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6 Citizenship or Place of Organization
England and Wales
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Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 0
8. Shared Voting Power: 36,504,308
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 36,504,308
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
36,504,308
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
/ /
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2
CUSIP No. 74834L 10 0
13 Percent of Class Represented by Amount in Row (11)
18.7%
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14 Type of Reporting Person
CO
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3
CUSIP No. 74834L 10 0
Item 1. Security and Issuer
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Item 2. Identity and Background
(a)
(b)
(c) Set forth in Schedule I to this Amendment ("Schedule I") are the name,
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.
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Item 3. Source and Amount of Funds or Other Consideration
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Item 4. Purpose of Transaction
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Item 5. Interest in Securities of the Issuer
(a) Registered Name No. of Shares Percent
SmithKline Beecham Corporation 36,504,308 18.7%
(b)
(c)
(d)
(e)
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
SKB and Lehman Brothers Finance S.A. ("Lehman") have entered into an
ISDA Master Agreement (including the Schedule and Credit Support Annex thereto),
dated as of May 21, 2002, as amended as of May 22, 2002 and February 15, 2007
(collectively, the "ISDA Master Agreement"). On February 15, 2007, SKB and
Lehman entered into five transactions (each, a "Transaction") governed by the
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CUSIP No. 74834L 10 0
ISDA Master Agreement (the confirmations evidencing the Transactions, along with
the ISDA Master Agreement, the "Agreement") relating to a total of 10,000,000
shares of Common Stock of the Issuer (the "Shares"). SKB has agreed to sell to
Lehman, for settlement ranging from February 27, 2013 to July 13, 2015, 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 ($52.5720 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 $77.8696 to $84.1783 as defined in each
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 10,000,000 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. Material to be Filed as Exhibits
Item 7 is amended by adding the following exhibits thereto.
Exhibit No. Description
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11 Second Amendment Agreement to the ISDA Master Agreement, dated
as of February 15, 2007, between SmithKline Beecham
Corporation and Lehman Brothers Finance S.A.
12 Confirmation between SmithKline Beecham Corporation and Lehman
Brother Finance S.A., dated February 15, 2007 with Averaging
Dates (as defined in this Confirmation) from February 22, 2013
to March 7, 2013.
13 Confirmation between SmithKline Beecham Corporation and Lehman
Brother Finance S.A., dated February 15, 2007 with Averaging
Dates (as defined in this Confirmation) from September 24,
2013 to October 7, 2013.
14 Confirmation between SmithKline Beecham Corporation and Lehman
Brother Finance S.A., dated February 15, 2007 with Averaging
Dates (as defined in this Confirmation) from April 24, 2014 to
May 7, 2014.
15 Confirmation between SmithKline Beecham Corporation and Lehman
Brother Finance S.A., dated February 15, 2007 with Averaging
Dates (as defined in this Confirmation) from November 25, 2014
to December 8, 2014.
16 Confirmation between SmithKline Beecham Corporation and Lehman
Brother Finance S.A., dated February 15, 2007 with Averaging
Dates (as defined in this Confirmation) from June 25, 2015 to
July 8, 2015.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
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CUSIP No. 74834L 10 0
Date: February 16, 2007
GLAXOSMITHKLINE PLC
By: /s/ Donald F. Parman
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Donald F. Parman
Authorized Representative
SCHEDULE I
Name Business Address Principal Occupation or Employment Citizenship
---- ---------------- ---------------------------------- -----------
BOARD OF DIRECTORS
Dr. Jean-Pierre Garnier One Franklin Plaza Chief Executive Officer French/USA
Philadelphia, PA 19102
Julian Heslop 980 Great West Road Chief Financial Officer British
Brentford
Middlesex, England
TW8 9GS
Dr. Moncef Slaoui 709 Swedeland Road Executive Director Belgian
King of Prussia, PA Chairman Research and Development
19046
Sir Christopher Gent 980 Great West Road Company Director British
Brentford
Middlesex, England
TW8 9GS
Dr. Stephanie Burns 980 Great West Road Company Director USA
Brentford
Middlesex, England
TW8 9GS
Lawrence Culp 980 Great West Road Company Director USA
Brentford
Middlesex, England
TW8 9GS
Sir Crispin Davis 980 Great West Road Company Director British
Brentford
Middlesex, England
TW8 9GS
Sir Deryck Maughan 980 Great West Road Company Director British
Brentford
Middlesex, England
TW8 9GS
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CUSIP No. 74834L 10 0
Dr. Daniel Podolsky 980 Great West Road Company Director USA
Brentford
Middlesex, England
TW8 9GS
Sir Ian Prosser 980 Great West Road Company Director British
Brentford
Middlesex, England
TW8 9GS
Dr. Ronaldo Schmitz 980 Great West Road Company Director British
Brentford
Middlesex, England
TW8 9GS
Tom de Swaan 980 Great West Road Company Director Dutch
Brentford
Middlesex, England
TW8 9GS
Sir Robert Wilson 980 Great West Road Company Director British
Brentford
Middlesex, England
TW8 9GS
CORPORATE EXECUTIVE TEAM
Dr. Jean-Pierre Garnier One Franklin Plaza Chief Executive Officer French/USA
Philadelphia, PA 19102
Julian Heslop 980 Great West Road Chief Financial Officer British
Brentford
Middlesex, England
TW8 9GS
Rupert M. Bondy 980 Great West Road Senior Vice President & General British
Brentford Counsel
Middlesex, England
TW8 9GS
John Clarke One Franklin Plaza President Consumer Healthcare New Zealand
Philadelphia, PA 19102
Marc Dunoyer GSK Building President French
6-15, Sendagaya Pharmaceuticals Japan
4 chome, Shibuya-ku,
Tokyo 151-8566
Russell Greig 980 Great West Road Pharmaceuticals International British
Brentford
Middlesex, England
TW8 9GS
Duncan Learmouth 980 Great West Road Senior Vice President British
Brentford Corporate Communication
Middlesex, England Community Partnership
TW8 9GS
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CUSIP No. 74834L 10 0
William C. Louv One Franklin Plaza Chief Information Officer USA
Philadelphia, PA 19102
Daniel J. Phelan One Franklin Plaza Senior Vice President USA
Philadelphia, PA 19102 Human Resources
David Pulman Five Moore Drive President British
PO Box 13398 Global Manufacturing & Supply
Research Triangle Park
North Carolina 27709
Dr. Moncef Slaoui 709 Swedeland Road Executive Director Belgian
King of Prussia, PA Chairman Research and Development
19046
David Stout One Franklin Plaza President USA
Philadelphia, PA 19102 Pharmaceutical Operations
Christopher Viehbacher Five Moore Drive President German/Canadian
PO Box 13398 US Pharmaceutical
Research Triangle Park
North Carolina 27709
Andrew Witty 980 Great West Road President British
Brentford Pharmaceuticals Europe
Middlesex, England
TW8 9GS
Simon Bicknell 980 Great West Road Company Secretary British
Brentford
Middlesex, England
TW8 9GS
8