UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
QUINTILES TRANSNATIONAL CORP.
---------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
---------------------------------------
(Title of Class of Securities)
748767 10 0
---------------------------------------
(CUSIP Number)
Richard L. Muglia
Skadden, Arps, Slate, Meagher & Flom LLP
25 Bucklersbury
London EC4N 8DA
England
-------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 12, 1997
------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ( ).
SCHEDULE 13D
CUSIP NO. 748767 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HSBC Private Equity Investments Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP NO. 748767 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HSBC Equity Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP NO. 748767 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HSBC Private Equity Europe Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP NO. 748767 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HSBC Investment Bank plc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO, IV
SCHEDULE 13D
CUSIP NO. 748767 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HSBC Investment Bank Holdings plc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO, HC
SCHEDULE 13D
CUSIP NO. 748767 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HSBC Holdings plc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO, HC
SCHEDULE 13D
CUSIP NO. 748767 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyds Development Capital Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
7 SOLE VOTING POWER
127,204
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 127,204
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,204
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP NO. 748767 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MSS Nominees Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP NO. 748767 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Accident Executor and Trustee Company Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
This amendment No.1 (the "Amendment") amends and
supplements the statement on Schedule 13D (the "Schedule
13D") filed with the Securities and Exchange Commission (the
"Commission") on December 9, 1996, by HSBC Private Equity
Investments Limited, HSBC Equity Limited, HSBC Private
Equity Europe Limited, HSBC Investment Bank plc, HSBC
Investment Bank Holdings plc, HSBC Holdings plc, Lloyds
Development Capital Limited, MSS Nominees Limited, and
General Accident Executor and Trustee Company Limited
(together, the "Reporting Persons"), with respect to the
shares of common stock, par value $0.01 per share
("Shares"), of Quintiles Transnational Corp., a North
Carolina corporation (the "Company"). Unless otherwise
stated herein, all capitalized terms used herein shall have
the meaning ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented by
adding the following after the last paragraph:
In accordance with the terms of the Registration
Rights Agreement and the Orderly Marketing Agreement, the
Company has filed (i) a registration statement on Form S-3
under the Securities Act on February 7, 1997 (File No. 333-
21393), registering 4,600,000 Shares, which registration
statement was amended by Amendment No.1 on February 12,
1997, and was declared effective on March 6, 1997, and (ii)
a registration statement pursuant to Rule 462(b) under the
Securities Act, increasing the amount of the Shares
registered by 920,000 Shares, on March 6, 1997 (File No.
333-22921), which became effective upon filing (registration
statements Nos. 333-213393 and 333-22921, as amended,
collectively, the "Registration Statements"), registering an
aggregate of 5,520,000 Shares, including the Shares owned by
the Reporting Persons, to be sold in connection with a
public offering (the "Offering") pursuant to the
Underwriting Agreement (U.S. Version)(the "U.S. Underwriting
Agreement") and the Underwriting Agreement (International
Version)(the "International Agreement" and together with the
U.S. Underwriting Agreement, the "Underwriting Agreements"),
each dated as of March 6, 1997, by and among the Company,
the selling shareholders named therein, including Reporting
Persons (the "Selling Shareholders"), and the underwriters
named therein (the "Underwriters"). Pursuant to each of the
U.S. Underwriting Agreement and the International
Underwriting Agreement, the Selling Shareholders agreed to
sell, and the Underwriters agreed to purchase, up to
3,840,000 Shares and 960,000 Shares, respectively, and, at
the election of the Underwriters, additional 576,000 Shares
and 144,000 Shares, respectively, subject to the terms and
conditions of each of the Underwriting Agreements.
A copy of each of the Underwriting Agreements is
included as Exhibit 1.01 and Exhibit 1.02, respectively, to
the Registration Statements.
The Company and the Reporting Persons have agreed,
pursuant to a Lock-Up Agreement entered into as of February
9, 1997 (the "Lock-Up Agreement"), a copy of which is
attached hereto as Exhibit 3 that, during the period
beginning from the date of the Lock-Up Agreement and
continuing to and including the date 90 days after the date
of the prospectus relating to the Offering, they will not
offer, sell, contract to sell or otherwise dispose of any
securities of the Company (other than pursuant to employee
stock option plans existing, or on the conversion or
exchange of convertible or exchangeable securities
outstanding, on the date of such prospectus) which are
substantially similar to the Shares or which are convertible
into or exchangeable for securities which are substantially
similar to the Shares, without the prior written consent of
Goldman, Sachs & Co., except for the Shares offered in
connection with the Offering.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and supplemented by adding the
following after the last paragraph:
Pursuant to the terms of the Underwriting
Agreements, at the closing of the Offering in New York, New
York, on March 12, 1997, each of the Reporting Persons sold
to the Underwriters at the price of $60.355 per Share, the
following amount of Shares, respectively:
HSBC Private Equity Investments Limited 1,943,168
Lloyds Development Capital Limited 300,000
MSS Nominees Limited (778170 140,467
MSS Nominees Limited (778549) 561,948
MSS Nominees Limited (778392) 47,748
MSS Nominees Limited (778979) 62,746
General Accident Executor and
Trustee Company Limited (H715) 187,316
General Accident Executor and
Trustee Company Limited (H716) 46,848
As the result of the Offering, the Reporting
Persons, as a group, ceased to be beneficial owners of more
than five percent of Shares, as of March 12, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Item 6 is hereby amended and restated in its
entirety as follows:
In connection with the Offering, each of the
Reporting Persons entered into a Power of Attorney, each
dated February 27, 1997, appointing each of Ian M. Forrest
and Christopher M. Masterson severally as attorneys-in-fact,
to take actions and execute documents, including the
Underwriting Agreements, on behalf of such Reporting Person
relating to the sale of the Shares owned by such Reporting
Person. Each of the Reporting Persons also entered into a
Custody Agreement, each dated February 27, 1997, with First
Union National Bank of North Carolina, as custodian, whereby
each Reporting Person deposited with the custodian the share
certificates representing the Shares to be sold in the
Offering by such Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended and supplemented as follows:
Exhibit Description
3 Lock-Up Letter, dated as of February 9,
1997, by and among the Company, the
Underwriters and the Reporting Persons
SIGNATURES
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.
Dated: March 14, 1997
HSBC Private Equity
Investments Limited
By: /s/ Vincent G. O'Brien
--------------------------
Title: Finance Director
HSBC Equity Limited
By: /s/ Vincent G. O'Brien
--------------------------
Title: Finance Director
HSBC Private Equity Europe Limited
By: /s/ Vincent G. O'Brien
--------------------------
Title: Finance Director
HSBC Investment Bank Plc
By: /s/ Richard W. Quinn
-------------------------
Title: Company Secretary
HSBC Investment Bank Holdings Plc
By: /s/ Richard W. Quinn
-------------------------
Title: Company Secretary
HSBC Holdings Plc
By: /s/ Ralph G. Barber
--------------------------
Title: Company Secretary
Lloyds Development Capital Limited
By: /s/ Patrick Sellers
--------------------------
Title: Director
MSS Nominees Limited
By: /s/ Shawn Bryant
--------------------------
Title: Company Secretary
General Accident Executor and
Trustee Company Limited
By: /s/ R.A. Whitaker
--------------------------
Title: Group Secretary
As of February 9, 1997
LOCK-UP AGREEMENT
Quintiles Transnational Corp.
4709 Creekstone Drive
Riverbirch Building, Suite 300
Durham, North Carolina 27703-8411
Goldman, Sachs & Co.
Morgan Stanley & Co. Incorporated
Smith Barney Inc.
William Blair & Company, L.L.C.
As Representatives of the
Several Underwriters
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
The undersigned understands that Goldman,
Sachs & Co., Morgan Stanley & Co. Incorporated, Smith
Barney Inc., and William Blair & Company, L.L.C. as
representatives (the "U.S. Representatives") of the
several U.S. underwriters (the "U.S. Underwriters")
propose to enter into a U.S. Underwriting Agreement
(the "U.S. Underwriting Agreement"), and Goldman Sachs
International, Morgan Stanley & Co. International
Limited, Smith Barney Inc. and William Blair &
Company, L.L.C., as representatives (the
"International Representatives", and together with the
U.S. Representatives, the "Representatives") of the
several international underwriters (the "International
Underwriters", and together with the U.S.
Underwriters, the "Underwriters") propose to enter
into an International Underwriting Agreement (the
"International Underwriting Agreement", and together
with the U.S. Underwriting Agreement, the
"Underwriting Agreements"), in each case, with
Quintiles Transnational Corp., a North Carolina
corporation (the "Company"), and certain shareholders
of the Company (the "Selling Shareholders"), providing
for the public offering (the "Public Offering") by the
several Underwriters of up to 4,600,000 shares (the
"Shares") of the Common Stock, par value $.01 per
share, of the Company (the "Common Stock").
In order to induce the Company, the Selling
Shareholders and the Underwriters to execute and
deliver the Underwriting Agreements, to induce the
Underwriters to purchase and make the Public Offering
of the Shares, to facilitate the orderly distribution
of the Shares, and for other good and valuable
consideration receipt of which is hereby acknowledged,
the undersigned hereby agrees that, without the prior
written consent of Goldman, Sachs & Co., on behalf of
the Underwriters, and the Company, the undersigned
will not, during the period beginning from the date
hereof and continuing to and including the date 90
days after the date of the final prospectus for the
Public Offering (which date will be notified to the
undersigned by Goldman, Sachs & Co. and the Company),
offer, sell, contract to sell or otherwise dispose of
any shares of Common Stock or any securities of the
Company that are substantially similar to the Common
Stock, including but not limited to any securities
that are convertible into or exchangeable for, or that
represent the right to receive, Common Stock or any
such substantially similar securities of the Company
(other than pursuant to employee stock option plans
existing on, or upon the conversion or exchange of
convertible or exchangeable securities outstanding as
of, the date of the final prospectus for the Public
Offering).
Very truly yours,
/s/ Christopher M. Masterson
----------------------------------
HSBC PRIVATE EQUITY INVESTMENTS
LIMITED
/s/ Patrick Sellers
----------------------------------
LLOYDS DEVELOPMENT CAPITAL
LIMITED
/s/ Christopher M. Masterson
----------------------------------
MSS NOMINEES LIMITED
(ACCOUNT 758170)
/s/ Christopher M. Masterson
----------------------------------
MSS NOMINEES LIMITED
(ACCOUNT 758979)
/s/ Christopher M. Masterson
----------------------------------
MSS NOMINEES LIMITED
(ACCOUNT 757549)
/s/ Christopher M. Masterson
----------------------------------
MSS NOMINEES LIMITED
(ACCOUNT 778392)
/s/ Christopher M. Masterson
----------------------------------
GENERAL ACCIDENT EXECUTOR AND
TRUSTEE COMPANY LIMITED
(ACCOUNT H715)
/s/ Christopher M. Masterson
----------------------------------
GENERAL ACCIDENT EXECUTOR AND
TRUSTEE COMPANY LIMITED
(ACCOUNT H716)
