SC 13D/A 1 0001.txt QUEST ET AL SC 13D. AM #2 -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D - Amendment No. 2 Under the Securities Exchange Act of 1934 MedPlus, Inc. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 585 04P 103 (CUSIP Number) Leo C. Farrenkopf, Jr. Quest Diagnostics Incorporated One Malcolm Avenue Teterboro, NJ 07608 (201) 393-5143) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 1, 2001 (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 Section 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(b) for other parties to who 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). 1) Names of Reporting Persons IRS Identification Nos. of Above Persons (entities only) Quest Diagnostics Ventures LLC - (FEIN No. 22-3695707) 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [x] 3) SEC Use Only 4) Source of Funds (See Instructions) WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Delaware, USA (as to each Reporting Person--(entities only)) Number of (7) Sole Voting Power Shares 0 Beneficially Owned by (8) Shared Voting Power Each Reporting 1,918,465 Person With (9) Sole Dispositive Power 0 (10) Shared Dispositive Power 4,802,978 shares (consists of 1,918,465 shares owned at time of this filing, and 2,884,513 shares that Quest Diagnostics Ventures has the right to acquire) 11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,802,978 shares 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) 43.6%(1) Type of Reporting Person (See Instructions) 14) OO Quest Diagnostics Ventures LLC is a Delaware limited liability company (1) Actual ownership is 18.3% of the outstanding common stock and convertible preferred stock ignoring all other derivative securities including the warrants owned by Quest Diagnostics Ventures. 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Quest Diagnostics Incorporated - (FEIN No. 16-1387862) 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [x] 3) SEC Use Only 4) Source of Funds (See Instructions) WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Delaware, USA (as to each Reporting Person-- (entities only)) Number of 7) Sole Voting Power Shares 0 Beneficially Owned by 8) Shared Voting Power Each Reporting 1,918,465 Person With 9) Sole Dispositive Power 0 10) Shared Dispositive Power 4,802,978 shares consists of 1,918,465 shares owned at time of this filing; and 2,884,513 shares that Quest Diagnostics Ventures has the right to acquire) 11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,802,978 shares 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) 43.6%(1) 14) HC (1) Actual ownership is 18.3% of the outstanding common stock and convertible preferred stock ignoring all other derivative securities including the warrants owned by Quest Diagnostics Ventures. SCHEDULE 13D - AMENDMENT NO. 2 The undersigned hereby amend their Schedule 13D dated June 30, 2000 (the "Statement"), relating to the common stock, no par value ("Share") of MedPlus, Inc., an Ohio corporation ("MedPlus"), as set forth below. Notwithstanding such amendment, each prior text of the Statement speaks as of the respective date thereof. Schedule I to this Schedule 13D is amended and restated in its entirety as set forth in Schedule I hereto. Item 3 of the Statement entitled "Source and Amount of Funds or Other Consideration" is hereby amended by the addition of the following paragraph: "Quest Diagnostics has sufficient working capital to purchase the outstanding capital stock of MedPlus under the proposal referred to in Item 4." Item 4 of the Statement entitled "Purpose of Transaction" is hereby amended by the addition of the following paragraph. "Quest Diagnostics has submitted to MedPlus a proposal to acquire all outstanding common stock and preferred stock of MedPlus for $2 per share. The proposal is attached as Schedule II hereto." Signature After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Date: April 2, 2001 QUEST DIAGNOSTICS VENTURES LLC By: /s/ Kenneth W. Freeman -------------------------------- Name: Kenneth W. Freeman Title: Chief Executive Officer QUEST DIAGNOSTICS INCORPORATED By: /s/ Kenneth W. Freeman -------------------------------- Name: Kenneth W. Freeman Title: Chairman and Chief Executive Officer SCHEDULE I A. Officers and Managers of Quest Diagnostics Ventures LLC (organized as a limited liability company in the State of Delaware):
Principal Occupation or Names Business Address Employment --------------------------------------------------------------------------------------------- Kenneth W. Freeman One Malcolm Avenue Chief Executive Officer Teterboro, NJ 07608 Dr. Surya N. Mohapatra One Malcolm Avenue President Teterboro, NJ 07608 Robert A. Hagemann One Malcolm Avenue Manager; Vice President Teterboro, NJ 07608 and Treasurer Kenneth R. Finnegan One Malcolm Avenue Vice President Teterboro, NJ 07608 Stephen A. Calamari One Malcolm Avenue Assistant Treasurer Teterboro, NJ 07608 Leo C. Farrenkopf, Jr. One Malcolm Avenue Secretary Teterboro, NJ 07608 Jeanne C. Serocke One Malcolm Avenue Assistant Secretary Teterboro, NJ 07608
B. Directors and Executive Officers of Quest Diagnostics Incorporated (incorporated in the State of Delaware): Principal Occupation or
Principal Occupation or Names Business Address Employment --------------------------------------------------------------------------------------------- Kenneth W. Freeman One Malcolm Avenue Chairman of the Board and Teterboro, NJ 07608 Chief Executive Officer Dr. Surya N. Mohapatra One Malcolm Avenue President and Chief Teterboro, NJ 07608 Operating Officer Richard L. Bevan One Malcolm Avenue Corporate Vice President - Teterboro, NJ 07608 Human Resources Kenneth R. Finnegan One Malcolm Avenue Corporate Vice President - Teterboro, NJ 07608 Business Development Julie A. Clarkson One Malcolm Avenue Corporate Vice President - Teterboro, NJ 07608 Communications and Public Affairs Robert A. Hagemann One Malcolm Avenue Corporate Vice President and Teterboro, NJ 07608 Chief Financial Officer Gerald C. Marrone One Malcolm Avenue Senior Vice President Teterboro, NJ 07608 Administration and Chief Information Officer
Michael E. Prevoznik One Malcolm Avenue Corporate Vice President - Teterboro, NJ 07608 Legal and Compliance & General Counsel Kenneth D. Brody Winslow Partners Director 1300 Connecticut Ave N.W. 8th Floor Washington, DC 20036 William F. Buehler Retired Director c/o Xerox Corporation 800 Long Ridge Road PO Box 1600 Stamford, CT 06904 Van C. Campbell Retired c/o Corning Incorporated Director One Riverfront Plaza Corning, NY 14831 Mary A. Cirillo Chairman and CEO Director OPCENTER 317 Madison Avenue Suite 500 New York, NY 10017 William R. Grant Chairman Director Galen Associates 610 Fifth Avenue New York, NY 10020 Dan C. Stanzione President Emeritus of Director Bell Laboratories Lucent Technologies Incorporated 600 Mountain Avenue Murray Hill, NJ 07974 Gail R. Wilensky Senior Fellow Director Project HOPE Suite 600 7500 Old Georgetown Road Bethesda, MD 20814-6133 John B. Ziegler President Director Worldwide Consumer Healthcare GlaxoSmithKline One Franklin Plaza Philadelphia, PA 19102
Citizenship: All are U.S. citizens.