-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cb6IJuJ9xf3upNuaq6PR8lh1Mg1qKYH3uExFd9bFl7YOVdZ8LUTyLxgb/BWYh254 AsSwc9zFyTHov4TSKbFXCA== 0000903423-06-000654.txt : 20060614 0000903423-06-000654.hdr.sgml : 20060614 20060614130112 ACCESSION NUMBER: 0000903423-06-000654 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060614 DATE AS OF CHANGE: 20060614 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUEST DIAGNOSTICS INC CENTRAL INDEX KEY: 0001022079 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 161387862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50905 FILM NUMBER: 06904265 BUSINESS ADDRESS: STREET 1: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935000 MAIL ADDRESS: STREET 1: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07601 FORMER COMPANY: FORMER CONFORMED NAME: CORNING CLINICAL LABORATORIES INC DATE OF NAME CHANGE: 19960903 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLAXOSMITHKLINE PLC CENTRAL INDEX KEY: 0001131399 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 980 GREAT WEST ROAD CITY: BRENTFORD MIDDLESEX STATE: X0 ZIP: TW8 9GS BUSINESS PHONE: 011442080475000 MAIL ADDRESS: STREET 1: 980 GREAT WEST ROAD CITY: BRENTFORD MIDDLESEX STATE: X0 ZIP: TW8 9GS SC 13D/A 1 glaxosmithkline-13da_0612.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5 )

Quest Diagnostics Incorporated

(Name of Issuer)

Common Stock, $.01 Par Value

(Title of Class of Securities)

74834L 10 0

(CUSIP Number)

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)

June 7, 2006

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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. 5 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 and December 15, 2004.

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 same meaning as set forth in the Initial Statement).

CUSIP No.: 74834L 10 0

13D

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	GlaxoSmithKline plc
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) o
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization
	England and Wales
Number of Shares Bene- ficially by 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
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 36,504,308
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 18.4%
14.	Type of Reporting Person (See Instructions) CO

Item 1.	Security and Issuer
Item 2.	Identity and Background
(a)
(b)

(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 not 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)	Registered Name SmithKline Beecham Corporation	No. of Shares 36,504,308	Percent 18.4%

(b)

(c)	Subsequent to Amendment No. 4, SmithKline Beecham Corporation, a wholly owned subsidiary of the Company (“SKB”), received 18,252,154 shares pursuant to a two-for-one stock split effective June 20, 2005.

(d)

(e)

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On May 21, 2002, SKB and Lehman Brothers Finance S.A. ("Lehman") entered into five transactions (each, a "Transaction") governed by an ISDA Master Agreement, each of which initially related to 1,000,000 shares of Common Stock of the Issuer (the "Shares"). At the time of extension described below, each Transaction related to 2,000,000 Shares as a result of a stock split on June 20, 2005. 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.

On June 7, 2006, each Transaction was extended. As extended, the Transactions provide for SKB to deliver to Lehman, for settlement on November 11, 2010 ("Transaction 1"), August 10, 2012 ("Transaction 2"), April 12, 2010 ("Transaction 3"), June 10, 2011 ("Transaction 4") and January 12, 2012 ("Transaction 5"), a number of Shares (the "Settlement Shares") to be determined based on the formula described in the Reporting Person's filing on Form 4 dated June 8, 2002, as follows: If the price of the Shares determined near the original settlement date of a Transaction (the "Final Price") is at or below a specified Depreciation Floor ($41.19 per Share for Transaction 1, $40.60 for Transaction 2, $41.30 for Transaction 3, $40.96 for Transaction 4 and $40.73 for Transaction 5), 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 as defined in each Transaction ($53.49 per Share for Transaction 1, $60.98 for Transaction 2, $52.08 for Transaction 3, $55.38 for Transaction 4 and $57.68 for Transaction 5), 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.

In any case, Lehman is obligated to pay SKB under each Transaction upon settlement an amount equal to the sum of (i) the product of (A) the Settlement Shares multiplied by (B) the lesser of (x) the Extended Appreciation Cap ($63.88 for Transaction 1, $67.28 for Transaction 2, $62.75 for Transaction 3, $65.02 for Transaction 4, $66.15 for Transaction 5) and (y) the greater of (1) the Extended Depreciation Floor ($49.57) and (2) the price of the Shares determined near the extended settlement date of a Transaction (the "Extended Final Price"), plus (ii) the product of (A) the excess of 2,000,000 over the Settlement Shares multiplied by (B) if (x) the Extended Final Price is less than or equal to the Extended Depreciation Floor, the Extended Depreciation Floor minus the Extended Final Price, (y) the Extended Final Price is greater that the Extended Appreciation Cap, the Extended Appreciation Cap minus the Extended Final Price or (z) if the Extended Final Price is greater than the Extended Depreciation Floor and less than or equal to the Extended Appreciation Cap, zero.

A copy of the Adjustment Letter evidencing the extension of the Transactions is included as an exhibit hereto.

Under the Transactions, SKB has pledged to Lehman 10,000,000 Shares. Absent default or SKB’s consent, Lehman is not entitled to dispose of or 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 exhibit thereto.

Exhibit number	Description
10	Adjustment Letter between SmithKline Beecham Corporation and Lehman Brothers Finance S.A., dated June 7, 2006.

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.

Date: June 14, 2006

		GlaxoSmithKline plc
		By:	/s/ Donald F. Parman
			Name: Donald F. Parman
			Title: Authorized Signatory

Schedule A

Name

Board of Directors	Business Address	Principal Occupation or Employment	Citizenship

Dr. Jean-Pierre Garnier	One Franklin Plaza Philadelphia, PA 19102	Chief Executive Officer	French/USA

Julian Heslop	980 Great West Road Brentford Middlesex, England TW8 9GS	Chief Financial Officer	British

Dr. Moncef Slaoui	709 Swedeland Road King of Prussia, PA 19406	Executive Director Chairman Research and Development	Belgian

Sir Christopher Gent	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	British


Sir Crispin Davis	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	British

Sir Ian Prosser	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	British

Tom de Swaan	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	Dutch

Lawrence Culp	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	USA

Sir Deryck Maughan	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	British

Dr. Ronaldo Schmitz	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	British

Sir Robert Wilson	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	British

GlaxoSmithKline
Company Secretary

Simon Bicknell	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	British

GlaxoSmithKline
Corporate Executive Team

Dr. Jean-Pierre Garnier	One Franklin Plaza Philadelphia, PA 19102	Chief Executive Officer	French/USA


Julian Heslop	980 Great West Road Brentford Middlesex, England TW8 9GS	Chief Financial Officer	British

Rupert M. Bondy	980 Great West Road Brentford Middlesex, England TW8 9GS	Senior Vice President & General Counsel	British

Ford Calhoun	One Franklin Plaza Philadelphia, PA 19102	Chief Information Officer	USA

John Clarke	One Franklin Plaza Philadelphia, PA 19102	President Consumer Healthcare	New Zealand

Marc Dunoyer	GSK Building 6-15, Sendagaya 4 chome, Shibuya-ku Tokyo 151-8566	President Pharmaceuticals Japan	French

Russell Greig	980 Great West Road Brentford Middlesex, England TW8 9GS	Pharmaceuticals International	British

Daniel J. Phelan	One Frankin Plaza Philadelphia, PA 19201	Senior Vice President Human Resources	USA

David Pulman	Five Moore Drive PO Box 13398 Research Triangle Park North Carolina 27709	President Global Manufacturing & Supply	British

Dr. Moncef Slaoui	709 Swedeland Road King of Prussia, PA 19406	Executive Director Chairman Research and Development	USA

David M. Stout	One Franklin Plaza Philadelphia, PA 19102	President Pharmaceutical Operations	USA

Christopher Viehbacher	Five Moore Drive PO Box 13398 Research Triangle Park North Carolina 27709	President US Pharmaceutical	German/Canadian


Andrew Witty	980 Great West Road Brentford Middlesex, England TW8 9GS	President Pharmaceuticals Europe	British

Jennie Younger	980 Great West Road Brentford Middlesex, England TW8 9GS	Seniore Vice President Corporate Communication Community Partnerships	British

SmithKline Beecham Corporation

David M. Stout	One Franklin Plaza Philadelphia, PA 19102	Director/Chairman	USA

Christopher Viebacher	Five Moore Drive PO Box 13398 Research Triangle Park North Carolina 27709	Director/President	German/Canadian

Michael Corrigan	One Franklin Plaza Philadelphia, PA 19102	Director Senior VP, Finance U.S. Pharmaceuticals	USA

S. Mark Werner	One Franklin Plaza Philadelphia, PA 19102	Senior VP, Legal Operations-U.S. and GMS	USA

Donald F. Parman	One Franklin Plaza Philadelphia, PA 19102	Vice President and Secretary	USA

Audrey Klijan	One Franklin Plaza Philadelphia, PA 19102	Treasurer	USA

EX-10 2 glaxo-13daex10_0612.htm

Exhibit 10

Adjustment Letter

Date:	7^th June 2006
To:	SmithKline Beecham Corporation
	One Franklin Plaza
	200 N. 16^th Street
	Philadelphia, PA 19102
	Attn: Donald Parman, Fax 215-751-5349
	CC: Jonathan Logan, Fax 44-20-8560-4762

From:

Lehman Brothers Finance S.A.

	c/o Lehman Brothers Inc.
	Andrew Yare Transaction Management Group

Facsimile:

646-885-9546 (United States of America)

Telephone:

212-526-9986

Ref. Numbers:

Risk ID: No / Effort ID: No / Global Deal ID: ]

Dear Sir or Madam:

The purpose of this communication (the “Adjustment Letter”) is to amend the terms and conditions of the transactions (the “Transactions”) entered into on May 21, 2002, between Lehman Brothers Finance S.A. ("Party A") and SmithKline Beecham Corporation (“Party B”) on the common stock of Quest Diagnostics, Inc. (the “Issuer”) (Ticker: DGX). Reference is made to the confirmations bearing the Global IDs as specified in Appendix I attached hereto (each, a “Confirmation”).

The parties hereto agree that effective June 7 2006 (the “Adjustment Date”):

(i)

The “Averaging Dates”, “Depreciation Floor” and “Appreciation Cap” sections of each Confirmation shall be deleted in their entirety and replaced with the “Averaging Dates”, “Depreciation Floor” and “Appreciation Cap” as specified in Appendix I attached hereto.

(ii)

The “Final Price” section of each Confirmation shall be amended by deleting the first sentence and the words “To the extent Cash Settlement is applicable,”.

	(iii)	The “Purchase Price” section of each Confirmation shall be deleted in it entirety and replaced with the following:

		“An amount equal to the sum of (i) the product of (A) the Physical Settlement Amount multiplied by (B) the lesser of (x) the Appreciation Cap and (y) the greater of (1) the Depreciation Floor and (2) the Final Price, plus (ii) the product of (A) the Residual Settlement Amount multiplied by (B) if (x) the Final Price is less than or equal to the Depreciation Floor, the Depreciation Floor minus the Final Price, (y) the Final Price is greater than the Appreciation Cap, the Appreciation Cap minus the Final Price or (z) if the Final Price is greater than the Depreciation Floor and less than or equal to the Appreciation Cap, zero (clause (B) is referred to herein as the “Price Adjustment”). “Physical Settlement Amount” shal l mean a number of Shares equal to the sum of the Settlement Amounts for each Averaging Date for the relevant Transaction where the terms “Averaging Dates”, the “Depreciation Floor”, the “Appreciation Cap”, the “Final Price” and the “Settlement Amount” are deemed to have the meanings specified in the relevant Confirmation prior to

LEHMAN BROTHERS FINANCE S.A.

TALSTRASSE 82 - P.O. BOX 2828 - CH-8021 ZURICH - SWITZERLAND

TELEPHONE (41-1) 287 88 42

this amendment, determined as if Physical Settlement applied with respect to all of the Number of Shares. “Residual Settlement Amount” shall mean a number of Shares equal to the difference between the Number of Shares and the Physical Settlement Amount.

	(iv)	The “Payment Date” section of each Confirmation shall be deleted in its entirety and replaced with the following:

		“If Physical Settlement is applicable, Party A will pay the Purchase Price, if positive, to Party B and, if the Purchase Price is negative, Party B will pay the absolute value of the Purchase Price to Party A on the Delivery Date. For the avoidance of doubt, if Party B elects Cash Settlement, the Purchase Price shall not be paid by either party.”

(v)

The “Settlement Amount” section of each Confirmation shall be deleted in its entirety and replaced with “The Physical Settlement Amount”.

(vi)

The “Cash Settlement Amount” section of each Confirmation shall be deleted in its entirety and replaced with the following:

“The product of (i) the Number of Shares multiplied by (ii) Price Adjustment”.

(vii)

The “Delivery Date” and “Valuation Date” sections of each Confirmation shall be amended by replacing the word “each” with the words “the last”.

	(viii)	The “Settlement Option” section of each Confirmation shall be deleted in its entirety and replaced with the following:

		“Party B may elect Physical or Cash Settlement with respect to all, but not part, of the Physical Settlement Amount by delivering a written notice of such election to Party A on or prior to the Election Date. If Party B does not provide the notice specified herein, Physical Settlement shall apply to the Physical Settlement Amount if the Posted Collateral on the Election Date consists of a number of freely-tradable Shares equal to at least the Physical Settlement Amount in book entry form; otherwise, Cash Settlement shall apply to the Physical Settlement Amount.”

(ix)

The “Physical Settlement” section of each Confirmation shall be amended by deleting the first sentence and replacing the words “On each such” with “If Physical Settlement applies, on the” in the second sentence.

	(x)	The “Cash Settlement” section of each Confirmation shall be deleted in its entirety and replaced with the following:

		“If Cash Settlement is applicable, Party A will pay the Cash Settlement Amount, if positive, to Party B and, if the Cash Settlement Amount is negative, Party B will pay the absolute value of the Cash Settlement Amount to Party A on the Cash Settlement Payment Date.”

Except as expressly modified herein, the Transactions shall remain in full force and effect on the terms that were specified in the relevant Confirmation.

Party B represents that each representation under “Party B Representations” in each Confirmation is true and accurate as of the Adjustment Date; provided that, solely for the purpose of this Adjustment Letter, (i) the numbers “22,128,672” and “22.8” and the words “April 30, 2002” in paragraph (d) shall be replaced

Risk ID: No / Effort ID: o / Global Deal ID: o

by “36,504,308”, “18.4” and “May 31 , 2006” respectively, (ii) the words “any amendment thereto,” shall be inserted after the words “Party B’s entry into this Transaction” in paragraph (e), (iii) the words “Trade Date” in paragraph (g) shall be replaced by the words “Adjustment Date”, and (iv) the second sentence in paragraph (j) shall be deleted.

Party A and Party B agree that paragraph (b) under “Covenants” shall be applicable as of the Adjustment Date with respect to filings under Section 13 or 16.

Please confirm your agreement with the foregoing by executing this Adjustment Letter and returning such Adjustment Letter, in its entirety, to us at facsimile number 646-885-9546 (United States of America), Attention: Documentation.

Yours sincerely,	Accepted and agreed to:

Lehman Brothers Finance S.A.	SmithKline Beecham Corporation
By: /s/ Barbara Grob Name: Barbara Grob Title: Authorized Signatory	By: /s/ Donald F. Parman Name: Donald F. Parman Title: Vice President and Secretary

Lehman Brothers Finance S.A.
By: /s/ Nadia Casanova Name: Nadia Casanova Title: Authorized Signatory

Execution time will be furnished upon Counterparty's written request.

Risk ID: No / Effort ID: o / Global Deal ID: o

APPENDIX I

Global ID	Averaging Dates	Depreciation Floor	Appreciation Cap
245459	March 24, 2010, March 25, 2010, March 26, 2010, March 29, 2010, March 30 2010, March 31, 2010, April 1, 2010, April 5, 2010, April 6 2010, April 7, 2010	$49.57	$62.75
245435	October 26, 2010, October 27, 2010, October 28, 2010, October 29, 2010, November 1, 2010, November 2, 2010, November 3, 2010, November 4, 2010, November 5, 2010, November 8, 2010	$49.57	$63.88
245466	May 24, 2011 May 25, 2011, May 26, 2011, May 27, 2011, May 31, 2011 June 1, 2011, June 2, 2011, June 3, 2011 June 6, 2011, June 7, 2011	$49.57	$65.02
245468	December 23, 2011, December 27, 2011, December 28, 2011, December 29, 2011, December 30, 2011, January 3, 2012, January 4, 2012, January 5, 2012, January 6, 2012, January 9, 2012,	$49.57	$66.15
245458	July 25, 2012, July 26, 2012, July 27,2012, July 30, 2012, July 31, 2012, August 1, 2012, August 2, 2012, August 3, 2012, August 6, 2012, August 7, 2012	$49.57	$67.28

Risk ID: No / Effort ID: o / Global Deal ID: o

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