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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)*
QUINTILES TRANSNATIONAL CORP.
(Name of Issuer)
COMMON SHARES, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
748767 10 0
(CUSIP Number)
Adam M. Fiore
Clifford Chance
200 Aldersgate Street
London EC1A 4JJ
England
(44-171) 282-7761
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
March 12, 1997 and December 9, 1997
(Date of Events 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 [ ].
* 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).
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<TABLE>
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CUSIP NO. 748767 10 0 Page 2 of 8
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons:
Barrie Stevens Haigh
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2) Check the Appropriate Box if a Member of a Group (See Instructions) :
(a)
(b) X
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3) SEC Use Only
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4) Source of Funds (See Instructions): OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6) Citizenship or Place of Organization: United Kingdom
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Number of Shares 7) Sole Voting Power 6,325,616
Beneficially Owned by ----------------------------------------------------------------------------------------
Each Reporting Person 8) Shared Voting Power 0
With ----------------------------------------------------------------------------------------
9) Sole Dispositive Power 6,325,616
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10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 6,325,616
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13) Percent of Class Represented by Amount in Row (11) : 8.6%
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14) Type of Reporting Person (See Instructions) : IN
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</TABLE>
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<TABLE>
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CUSIP NO. 748767 10 0 Page 3 of 8
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons:
Stella Dorothy Haigh
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2) Check the Appropriate Box if a Member of a Group (See Instructions) :
(a)
(b) X
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3) SEC Use Only
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4) Source of Funds (See Instructions): OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6) Citizenship or Place of Organization: United Kingdom
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Number of Shares 7) Sole Voting Power 524,370(1)
Beneficially Owned by ----------------------------------------------------------------------------------------
Each Reporting Person 8) Shared Voting Power 0
With ----------------------------------------------------------------------------------------
9) Sole Dispositive Power 524,370(1)
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10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 524,370(1)
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13) Percent of Class Represented by Amount in Row (11) : 0.7%
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14) Type of Reporting Person (See Instructions) : IN
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</TABLE>
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(1) 14,055 Shares are held under the name of Stella Freeman, the maiden
name of Stella Dorothy Haigh.
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CUSIP NO. 748767 10 0 Page 4 of 8
This amendment No. 1 (the "Amendment") amends and supplements the Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission (the
"Commission") on December 9, 1996, jointly by Barrie Stevens Haigh and Stella
Dorothy Haigh (together the "Reporting Persons"), with respect to the common
stock, par value $0.01 per share ("Shares"), of Quintiles Transnational Corp., a
North Carolina corporation (the "Company"). The term "Pre-split Shares" shall
refer to Shares before the two-for-one stock split was effected by the Company
as of December 1, 1997 and the terms "Post-split Shares" and, for absence of
doubt, "Shares" shall refer to the Shares after such two-for-one stock split was
effected by the Company.
Item 2. Identity and Background
Item 2 is hereby amended and restated in its entirety as follows:
This Amendment is filed jointly by the Reporting Persons.
The name, residence address, business address, principal occupation or
employment and citizenship of each of the Reporting Persons is set forth below.
Name: Barrie Stevens Haigh
Residence Address: Chimneys
Winter Hill
Cookham Dean
Berkshire SL6 9TN
England
Business Address: Turville Court Estate
Turville Heath
Nr. Henley-on-Thames
Oxon RG9 6JT
England
Principal occupation: Company Director
Citizenship: United Kingdom
Name: Stella Dorothy Haigh
Residence Address: Chimneys
Winter Hill
Cookham Dean
Berkshire SL6 9TN
England
Business Address: None
Principal occupation: None
Citizenship: United Kingdom
During the last five years, none of the Reporting Persons has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to 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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CUSIP NO. 748767 10 0 Page 5 of 8
Item 4. Purpose of Transactions
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 (as amended by
the Supplemental Agreement No. 1 ("Supplement No. 1"), dated as of February 11,
1997, by and among the Company and certain shareholders of the Company named
therein, including the Reporting Persons, the Barrie Haigh Children's Settlement
No. 1 (1991) ("Settlement No. 1") and the Barrie Haigh Children's Settlement No.
2 (1993) ("Settlement No. 2")), the Company has filed (i) a registration
statement on Form S-3 under the Securities Act of 1933, as amended (the
"Securities Act") on February 7, 1997 (File No. 333-21393), which was amended by
Amendment No. 1 on February 12, 1997, and was declared effective on March 6,
1997, registering 4,600,000 Pre-split Shares, and (ii) a registration statement
pursuant to Rule 462(b) under the Securities Act, increasing the amount of the
Pre-split Shares registered by 920,000 Pre-split Shares, on March 6, 1997 (File
No. 333-22921, together with the registration statement on File No. 333-21393
and in each case as amended, the "March Registration Statements") which became
effective upon filing, registering an aggregate of 5,520,000 Pre-split Shares,
including the Pre-split Shares owned by the Reporting Persons, Settlement No. 1
and Settlement No. 2, to be sold in connection with a public offering (the
"March Offering") pursuant to an Underwriting Agreement (U.S. Version) (the
"U.S. Underwriting Agreement") and an Underwriting Agreement (International
Version) (the "International Underwriting Agreement" and together with the U.S.
Underwriting Agreement, the "March Underwriting Agreements"), each dated as of
March 6, 1997, by and among the Company, the selling shareholders named therein,
including Reporting Persons, Settlement No. 1 and Settlement No. 2 (the "March
Selling Shareholders"), and the underwriters named therein (the "March
Underwriters"). Pursuant to each of the U.S. Underwriting Agreement and the
International Underwriting Agreement, the March Selling Shareholders agreed to
sell, and the March Underwriters agreed to purchase, up to 3,840,000 Pre-split
Shares and 960,000 Pre-split Shares, respectively, and, at the election of the
March Underwriters, additional 576,000 Pre-split Shares and 144,000 Pre-split
Shares, respectively, subject to the respective terms and conditions of each of
the March Underwriting Agreements.
A copy of each of the March Underwriting Agreements is included as Exhibit 1.01
and Exhibit 1.02, respectively, to the March Registration Statements. In
addition, a copy of the Supplement No. 1 is included as an Exhibit to the
Company's Form 8-K, dated March 5, 1997.
In connection with the March Offering, each of the Reporting Persons, Settlement
No. 1 and Settlement No. 2 agreed with the Company and Goldman Sachs & Co. in
Lock-up Agreements, each dated February 6, 1997, not to offer or sell any
securities of the Company for 90 days from the date of the final prospectus
relating to the March Offering without the prior written consent of Goldman
Sachs & Co., except for the Pre-split Shares offered in the March Offering and
subject to certain other exceptions. The Lock-Up Agreements, as of the date of
this Amendment, are no longer operative.
In accordance with the terms of the Registration Rights Agreement (as amended by
Supplement No. 1 and the Supplemental Agreement No. 2 ("Supplement No. 2"),
dated as of June 10, 1997, by and among the Company and certain shareholders of
the Company named therein, including the Reporting Persons, Settlement No. 1 and
Settlement No. 2, collectively
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CUSIP NO. 748767 10 0 Page 6 of 8
and as amended, the "Amended Registration Rights Agreement")), the Company has
filed a registration statement on Form S-3 under the Securities Act on June 10,
1997 (File No. 333- 28919), which was amended on June 30, 1997 and declared
effective on July 1, 1997 (the "June Registration Statement"), registering
1,412,298 Pre-split Shares, including Pre-split Shares owned by Settlement No. 1
and Settlement No. 2. In brokered transactions that closed on September 9, 1997,
Settlement No. 1 and Settlement No. 2 sold a total of 100,000 Pre-split Shares
that were registered in the June Registration Statement.
A copy of Supplement No. 2 is included as Exhibit 4.08 to the June Registration
Statement.
In addition, as part of the arrangement which ended Barrie Stevens Haigh's
employment with the Company, he entered into a letter agreement with the Company
(the "Letter Agreement"). The following summary of certain terms and conditions
of the Letter Agreement is qualified in its entirety by reference to the full
text of the Letter Agreement which has been filed with the Commission as Exhibit
4.08 to the Company's registration statement on Form S-3 under the Securities
Act filed on October 17, 1997 (File No. 333-38181), which was declared effective
on October 21, 1997 (the "October Registration Statement") and which is
incorporated by reference herein.
Under the Letter Agreement, Barrie Stevens Haigh was granted the right to cause
the Company, subject to the terms and conditions of Section 2.6 (subject to
certain exceptions), Section 4(a) and Section 7 of the Amended Registration
Rights Agreement and certain other conditions, to register such number of
additional Pre-split Shares with the Commission to permit Barrie Stevens Haigh
to sell up to 1,500,000 Pre-split Shares (or 3,000,000 Post-split Shares) of the
Company in a public offering of such securities. As contemplated by the Letter
Agreement, the Company filed the October Registration Statement which was
declared effective on October 21, 1997. On November 26, 1997 the Company filed a
Form 8-K which disclosed that as of December 1, 1997, a two-for-one stock split
would be effected in the Pre-split Shares. In accordance with Rule 416(b) under
the Securities Act, the number of Pre-split Shares registered under the June
Registration Statement and the October Registration Statement that were unsold
at the time of the stock split would be deemed to have doubled.
As generally contemplated by the Letter Agreement, Post-split Shares that were
registered on the June Registration Statement and the October Registration
Statement which were owned by the Reporting Persons, Settlement No. 1 and
Settlement No. 2 were sold in connection with a public offering in December 1997
(the "December Offering"). The December Offering was conducted pursuant to an
Underwriting Agreement, dated as of December 4, 1997, by and among the Company,
the Reporting Persons, Settlement No. 1 and Settlement No. 2 (the "December
Selling Shareholders"), and the underwriter named therein (the "December
Underwriter") under which the December Selling Shareholders agreed to sell, and
the December Underwriter agreed to purchase, up to 2,400,000 Post-split Shares
and, at the election of the December Underwriter, additional 360,000 Post-split
Shares, subject to the terms and conditions of the December Underwriting
Agreement. The Company filed a prospectus supplement, dated December 4, 1997, to
both the June Registration Statement and the October Registration Statement in
connection with the December Offering.
A copy of the December Underwriting Agreement is included as Exhibit 1.01 to
Company's Form 8-K dated December 11, 1997.
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CUSIP NO. 748767 10 0 Page 7 of 8
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated in its entirety as follows:
Each Reporting Person is deemed to beneficially own the number of Shares and,
based on information contained in the most recent publicly available filings of
the Company with the Commission, the percentage of outstanding Shares listed in
the responses to Items 11 and 13, respectively, of pages two and three filed
herewith relating to such Reporting Person. In addition, the numbers of Shares
with respect to which each Reporting Person (i) has sole voting power, (ii)
shares voting power, (iii) has sole dispositive power and (iv) shares
dispositive power, are listed in the responses to Items 7, 8, 9 and 10,
respectively, of pages two and three filed herewith relating to such Reporting
Person.
Pursuant to the terms of the March Underwriting Agreements, at the closing of
the March Offering in New York, New York, on March 12, 1997, each of the
Reporting Persons, Settlement No. 1 and Settlement No. 2 sold to the March
Underwriters at the price of $60.355 per Pre-split Share, the following amount
of Pre-split Shares, respectively:
Barrie Stevens Haigh 351,703
Stella Dorothy Haigh 100,000
The Barrie Haigh Children's Settlement No. 1 (1991) 150,000
The Barrie Haigh Children's Settlement No. 2 (1993) 100,000
At the closing of the September Offering in New York, New York, on September 9,
1997, each of Settlement No. 1 and Settlement No. 2 sold in brokered
transactions at the price of $77.20 per Pre-split Share, the following amount of
Pre-split Shares, respectively:
The Barrie Haigh Children's Settlement No. 1 (1991) 31,092
The Barrie Haigh Children's Settlement No. 2 (1993) 68,908
Pursuant to the terms of the December Underwriting Agreement, at the closing of
the December Offering in New York, New York, on December 9, 1997, each of the
Reporting Persons, Settlement No. 1 and Settlement No. 2 sold to the December
Underwriter at the price of $36.135 per Post-split Share, the following amount
of Post-split Shares, respectively:
Barrie Stevens Haigh 1,575,632
Stella Dorothy Haigh 400,000
The Barrie Haigh Children's Settlement No. 1 (1991) 200,000
The Barrie Haigh Children's Settlement No. 2 (1993) 224,368
As a result of the December Offering, the Barrie Haigh Children's Settlement No.
1 (1991) and the Barrie Haigh Children's Settlement No. 2 (1993) do not own any
Shares.
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CUSIP NO. 748767 10 0 Page 8 of 8
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 March Offering, each of the Reporting Persons, Settlement
No. 1 and Settlement No. 2 entered into a Power of Attorney, appointing each of
Ian M. Forrest and Christopher M. Masterson severally as attorneys-in-fact, to
take actions and execute documents, including the March Underwriting Agreements,
on behalf of such Reporting Person, Settlement No. 1 or Settlement No. 2, as the
case may be, relating to the sale of the Pre-split Shares owned by such
Reporting Person. Each of the Reporting Persons, Settlement No. 1 and Settlement
No. 2 also entered into a Custody Agreement, each dated February 20, 1997, with
First Union National Bank of North Carolina, as custodian, whereby each
Reporting Person, Settlement No. 1 and Settlement No. 2 deposited with the
custodian the share certificates representing the Pre-split Shares to be sold in
the March Offering by such person.
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 24, 1998
/s/ Barrie Stevens Haigh
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Barrie Stevens Haigh
/s/ Stella Dorothy Haigh
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Stella Dorothy Haigh
