-----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, EUH5+/77kJUK+JgQFwLX3BjLXb5dv2Bn372OKaQqXm+RQaGu+eJMx5ze66ckHVPw ZvWffd5K2zIOWGuCxp/umg== 0000903423-07-000212.txt : 20070220 0000903423-07-000212.hdr.sgml : 20070219 20070220190507 ACCESSION NUMBER: 0000903423-07-000212 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070215 FILED AS OF DATE: 20070220 DATE AS OF CHANGE: 20070220 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GLAXOSMITHKLINE PLC CENTRAL INDEX KEY: 0001131399 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12215 FILM NUMBER: 07636988 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 4 1 glaxoquest-f4_0220ex.xml X0202 4 2007-02-15 0 0001022079 QUEST DIAGNOSTICS INC DGX 0001131399 GLAXOSMITHKLINE PLC 980 GREAT WEST ROAD BRENTFORD MIDDLESEX X0 TW8 9GS UNITED KINGDOM 0 0 1 0 Common Stock 36504308 I by Corporation Contract to Sell 2007-02-15 4 J 0 0 A Common Stock 2000000 0 I by Corporation Contract to Sell 2007-02-15 4 J 0 0 A Common Stock 2000000 0 I by Corporation Contract to Sell 2007-02-15 4 J 0 0 A Common Stock 2000000 0 I by Corporation Contract to Sell 2007-02-15 4 J 0 0 A Common Stock 2000000 0 I by Corporation Contract to Sell 2007-02-15 4 J 0 0 A Common Stock 2000000 0 I by Corporation SmithKline Beecham Corporation ("SKB"), a wholly owned subsidiary of the Reporting Person, 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 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 on dates ranging from February 27, 2013 through March 12, 2013 ("Transaction 1"), September 27, 2013 through October 10, 2013 ("Transaction 2"), April 29, 2014 through May 12, 2014 ("Transaction 3"), November 28, 2014 through December 11, 2014 ("Transaction 4") and June 30, 2015 through July 13, 2015 ("Transaction 5"), a number of Shares to be determined based on a formula. 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 as defined in each Transaction ($77.8696 per Share for Transaction 1, $79.4468 per Share for Transaction 2, $81.0240 per Share for Transaction 3, $82.6011 per Share for Transaction 4 and $84.1783 per Share 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 $105,144,000 under each Transaction upon settlement. The second amendment to the ISDA Master Agreement and the confirmations evidencing the Transactions have been filed as Exhibits to Amendment No. 6 to Schedule 13D filed by the Reporting Person on February 16, 2007. Shares are held of record by SKB, a wholly owned subsidiary of the Reporting Person. Donald F. Parman, Vice President 2007-02-20 -----END PRIVACY-ENHANCED MESSAGE-----