-----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, TEiJojH74DQr3MBlA9JW250b6K69IDBWdPUt2C9YWhq3UZK/G3MPtSOcv+uZat6u b+9qNAD5KnefNk4WrThM0A== 0001131399-04-000086.txt : 20040629 0001131399-04-000086.hdr.sgml : 20040629 20040629170232 ACCESSION NUMBER: 0001131399-04-000086 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040625 FILED AS OF DATE: 20040629 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: 04889153 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 primary_doc.xml PRIMARY DOCUMENT X0202 4 2004-06-25 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 2004-06-25 4 S 0 1176518 86.13 D 20952154 I by Corporation Contract to Sell 2002-05-21 4 J 0 0 A Common Stock 1000000 0 I by Corporation Contract to Sell 2002-05-21 4 J 0 0 A Common Stock 1000000 0 I by Corporation Contract to Sell 2002-05-21 4 J 0 0 A Common Stock 1000000 0 I by Corporation Contract to Sell 2002-05-21 4 J 0 0 A Common Stock 1000000 0 I by Corporation Contract to Sell 2002-05-21 4 J 0 0 A Common Stock 1000000 0 I by Corporation (1) As previously reported on Form 4 dated June 7, 2002, SmithKline Beecham Corporation ("SKB") and Lehman Brothers Finance S.A. ("Lehman") entered into five transactions (each, a "Transaction") governed by an ISDA Master Agreement (along with the Schedule and Credit Support annex thereto, the "ISDA Master Agreement") each of which relates to 1,000,000 shares of Common Stock of the Issuer (the "Shares"). SKB has agreed to sell to Lehman, for settlement on dates ranging from July 13, 2006 through July 26, 2006 ("Transaction 1"), from December 13, 2006 through December 27, 2006 ("Transaction 2"), from May 11, 2007 through May 24, 2007 ("Transaction 3"), from October 12, 2007 through October 25, 2007 ("Transaction 4"), and from March 13, 2008 through March 27, 2008 ("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 ($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 as defined in each Transaction ($106.11 per Share for Transaction 1, $109.15 for Transaction 2, $113.38 for Transaction 3, $118.45 for Transaction 4 and $125.30 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 $84,550 under each Transaction upon settlement. The ISDA Master Agreement and the confirmations evidencing the Transactions have been filed as Exhibits to Amendment No. 2 to Schedule 13D filed by the Reporting Person on May 22, 2002. There have been no changes in the holdings of the derivative securities reported on June 7, 2002. Shares are held of record by SmithKline Beecham Corporation, a wholly owned subsidiary of Reporting Person. Simon M. Bicknell, Company Secretary 2004-06-29 -----END PRIVACY-ENHANCED MESSAGE-----