UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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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Victoria A. Whyte, GlaxoSmithKline plc
980 Great West Road
Brentford, Middlesex TW8 9GS
Telephone: +44 (0)208 047 5000
(Name, address and telephone number of person authorized to receive notices and communications)
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March 19, 2009
(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 §§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 §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. 8 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, June 14, 2006, February 16, 2007 and September 18, 2008.
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. |
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 |
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|
8. |
Shared Voting Power: 30,755,151 |
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|
9. |
Sole Dispositive Power: 0 |
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|
10. |
Shared Dispositive Power: 30,755,151 |
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|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
30,755,151
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|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
/ /
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CUSIP No. 74834L 10 0
|
13 |
Percent of Class Represented by Amount in Row (11) |
16.5%
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|
14 |
Type of Reporting Person |
CO
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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. |
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(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 |
|
SB Holdings Capital Inc. |
30,755,151 |
16.5 % |
(b)
(c) All shares of common stock of the Issuer (the “Shares”) previously registered in the name of SmithKline Beecham Corporation were transferred to SB Holdings Capital Inc. The reported Share amounts for SB Holdings Capital Inc. reflect amounts as of March 19, 2009. SB Holdings Capital Inc. effected the following transactions with respect to the Shares:
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|
(i) |
On March 17, 2009, SB Holdings Capital Inc. sold 500,000 Shares in the open market through J.P. Morgan Securities Inc. at a weighted average price of $45.4983 per Share, in the price range of $45.00 to $45.94. |
|
|
(ii) |
On March 18, 2009, SB Holdings Capital Inc. sold 500,000 Shares in the open market through J.P. Morgan Securities Inc. at a weighted average price of $45.7041 per Share, in the price range of $45.23 to $46.53. |
CUSIP No. 74834L 10 0
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(iii) |
On March 19, 2009, SB Holdings Capital Inc. sold 237,500 Shares in the open market through J.P. Morgan Securities Inc. at a weighted average price of $44.3872 per Share, in the price range of $44.06 to $45.67. |
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(iv) |
On March 19, 2009, SB Holdings Capital Inc. sold 4,511,657 Shares back to the Issuer at a price of $44.3296 per Share. |
(d)
(e)
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7. Material to be Filed as Exhibits
CUSIP No. 74834L 10 0
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: March 20, 2009
| GLAXOSMITHKLINE PLC | ||
|
|
By: |
/s/ Victoria A. Whyte |
| Victoria A. Whyte Deputy Company Secretary |
||
SCHEDULE I
|
Name |
Business Address |
Principal Occupation or Employment |
Citizenship |
|
Board of Directors |
|
|
|
|
Andrew Witty |
980 Great West Road |
Chief Executive Officer |
British |
|
Julian Heslop |
980 Great West Road |
Chief Financial Officer |
British |
|
Dr. Moncef Slaoui |
709 Swedeland Road |
Executive Director |
Belgian |
|
Sir Christopher Gent |
980 Great West Road |
Company Director |
British |
|
Dr. Stephanie Burns |
980 Great West Road |
Company Director |
USA |
|
Lawrence Culp |
980 Great West Road |
Company Director |
USA |
|
Sir Crispin Davis |
980 Great West Road |
Company Director |
British |
CUSIP No. 74834L 10 0
|
Sir Deryck Maughan |
980 Great West Road |
Company Director |
British |
|
Dr. Daniel Podolsky |
980 Great West Road |
Company Director |
USA |
|
Sir Ian Prosser |
980 Great West Road |
Company Director |
British |
|
Dr. Ronaldo Schmitz |
980 Great West Road |
Company Director |
British |
|
Tom de Swaan |
980 Great West Road |
Company Director |
Dutch |
|
Sir Robert Wilson |
980 Great West Road |
Company Director |
British |
|
Professor Sir Roy Anderson |
980 Great West Road |
Company Director |
British |
|
Corporate Executive Team |
|
|
|
|
Andrew Witty |
980 Great West Road |
Chief Executive Officer |
British |
|
Julian Heslop |
980 Great West Road |
Chief Financial Officer |
British |
|
Daniel Troy |
One Franklin Plaza |
Senior Vice President & General Counsel |
USA |
|
John Clarke |
One Franklin Plaza |
President Consumer Healthcare |
New Zealand |
|
Marc Dunoyer |
GSK Building |
President |
French |
CUSIP No. 74834L 10 0
|
Abbas Hussain |
980 Great West Road |
President, Emerging Markets |
British |
|
Duncan Learmouth |
980 Great West Road |
Senior Vice President, |
British |
|
William Louv |
One Franklin Plaza |
Chief Information Officer |
USA |
|
Daniel J. Phelan |
One Franklin Plaza |
Chief of Staff |
USA |
|
Claire Thomas |
980 Great West Road |
Senior Vice President, |
British |
|
David Pulman |
Five Moore Drive |
President, |
British |
|
Dr. Moncef Slaoui |
709 Swedeland Road |
Executive Director |
Belgian |
|
David Redfern |
980 Great West Road |
Chief Strategy Officer |
British |
|
Jean Stéphenne |
Rue de l’Institut 89 |
President and General Manager, Biologicals |
Belgian |
|
Edward Gray |
980 Great West Road |
President, |
British |
|
Simon Bicknell |
980 Great West Road |
Senior Vice President, Company Secretary & Compliance Officer |
British |
|
Deirdre Connelly |
One Franklin Plaza |
President, North America |
USA |