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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
Abbott Laboratories (Name of Issuer) |
Common Stock without par value (Title of Class of Securities) |
002824 10 0 (CUSIP Number) |
* 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.
The information required in 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).
(Continued on following page(s))
Page 1 of 12 Pages
| CUSIP No. 002824 10 0 | 13G | Page 2 of 12 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||||||||
Abbott Laboratories Stock Retirement Trust I.R.S. Identification No. 36-6047554 |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||||||||
(a) |
/ / |
|||||||||
| (b) | /x/ | |||||||||
| 3 | SEC USE ONLY | |||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||||||
Illinois |
||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | ||||||||
| 0 | ||||||||||
| 6 | SHARED VOTING POWER | |||||||||
91,335,667 |
||||||||||
| 7 | SOLE DISPOSITIVE POWER | |||||||||
0 |
||||||||||
| 8 | SHARED DISPOSITIVE POWER | |||||||||
91,335,667 |
||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||||||
91,335,667 |
||||||||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | |||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||||||||
5.6% |
||||||||||
| 12 | TYPE OF REPORTING PERSON* | |||||||||
EP |
||||||||||
*SEE INSTRUCTIONS
| CUSIP No. 002824 10 0 | 13G | Page 3 of 12 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||||||||
Thomas C. Freyman ###-##-#### |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||||||||
(a) |
/ / |
|||||||||
| (b) | /x/ | |||||||||
| 3 | SEC USE ONLY | |||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||||||
United States |
||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | ||||||||
| 14,232 shares— | (Does not include shares held in the Abbott | |||||||||
| direct | Laboratories Stock Retirement Trust for the benefit of the reporting person.) | |||||||||
| 6 | SHARED VOTING POWER | |||||||||
94,484,681—See Attached Exhibit 1 |
||||||||||
| 7 | SOLE DISPOSITIVE POWER | |||||||||
14,232 shares (see note in 5 above) direct |
||||||||||
| 8 | SHARED DISPOSITIVE POWER | |||||||||
94,484,681—See Attached Exhibit 1 |
||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||||||
94,698,511—(Total of 5 + 6 + 199,598 shares—right to acquire by exercise of stock options.) |
||||||||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | |||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||||||||
5.7% |
||||||||||
| 12 | TYPE OF REPORTING PERSON* | |||||||||
IN |
||||||||||
*SEE INSTRUCTIONS
| CUSIP No. 002824 10 0 | 13G | Page 4 of 12 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||||||||
Greg W. Linder ###-##-#### |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||||||||
(a) |
/ / |
|||||||||
| (b) | /x/ | |||||||||
| 3 | SEC USE ONLY | |||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||||||
United States |
||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | ||||||||
| 10,531 shares— direct | (Does not include shares held in the Abbott Laboratories Stock Retirement Trust for the benefit of the reporting person.) | |||||||||
| 6 | SHARED VOTING POWER | |||||||||
94,484,681—See Attached Exhibit 1 |
||||||||||
| 7 | SOLE DISPOSITIVE POWER | |||||||||
10,531 shares (see note in 5 above) direct |
||||||||||
| 8 | SHARED DISPOSITIVE POWER | |||||||||
94,484,681—See Attached Exhibit 1 |
||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||||||
94,611,123—(Total of 5 + 6 + 115,911 shares—right to acquire by exercise of stock options.) |
||||||||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | |||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||||||||
5.7% |
||||||||||
| 12 | TYPE OF REPORTING PERSON* | |||||||||
IN |
||||||||||
*SEE INSTRUCTIONS
| CUSIP No. 002824 10 0 | 13G | Page 5 of 12 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||||||||
Thomas M. Wascoe ###-##-#### |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||||||||
(a) |
/ / |
|||||||||
| (b) | /x/ | |||||||||
| 3 | SEC USE ONLY | |||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||||||
United States |
||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | ||||||||
| 7,348 shares— direct | (Does not include shares held in the Abbot Laboratories Stock Retirement Trust for the benefit of the reporting person.) | |||||||||
| 6 | SHARED VOTING POWER | |||||||||
94,484,681—See Attached Exhibit 1 |
||||||||||
| 7 | SOLE DISPOSITIVE POWER | |||||||||
7,348 shares (see note in 5 above) direct |
||||||||||
| 8 | SHARED DISPOSITIVE POWER | |||||||||
94,484,681—See Attached Exhibit 1 |
||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||||||
94,670,054—(Total of 5 + 6 + 178,025 shares—right to acquire by exercise of stock options.) |
||||||||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | |||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||||||||
5.7% |
||||||||||
| 12 | TYPE OF REPORTING PERSON* | |||||||||
IN |
||||||||||
*SEE INSTRUCTIONS
Abbott Laboratories
Item 1(b) Address of Issuer's Principal Executive Offices:
100 Abbott
Park Road
Abbott Park, Illinois 60064-6400
Item 2(a) Name of Persons Filing:
Abbott
Laboratories Stock Retirement Trust
Thomas C. Freyman
Greg W. Linder
Thomas M. Wascoe
Item 2(b) Address of Principal Business Office:
100 Abbott
Park Road
Abbott Park, Illinois 60064-6400
Abbott Laboratories Stock Retirement Trust—Illinois.
Thomas C.
Freyman, Greg W. Linder, and
Thomas M. Wascoe—United States
Item 2(d) Title of Class of Securities:
Common shares without par value
002824 10 0
Item 3. If this statement is filed pursuant to § 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is an:
- /x/
- An employee benefit plan or endowment fund in accordance with Rule 13d-1 (b)(1)(ii)(F).
- (a)
- (See cover pages 2, 3,
- (b)
- 4 and 5, Items 5 through
- (c)
- 9 and 11.)
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The shares owned by the Abbott Laboratories Stock Retirement Trust and the dividends thereon are held for the benefit of participants of the Abbott Laboratories Stock Retirement Plan pursuant to terms of that Plan and the Trust. The Abbott Laboratories Stock Retirement Plan, a qualified profit sharing plan, was converted into an employee stock ownership plan effective as of October 1, 2001. As of December 31, 2001, there were 40,229 participants with share balances in the Plan.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Not applicable.
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. This statement is filed on behalf of each individual listed below pursuant to their agreement.
Date: January 25, 2002 |
ABBOTT LABORATORIES STOCK RETIREMENT TRUST |
/s/ THOMAS C. FREYMAN Thomas C. Freyman, Co-Trustee |
|
/s/ GREG W. LINDER Greg W. Linder, Co-Trustee |
|
/s/ THOMAS M. WASCOE Thomas M. Wascoe, Co-Trustee |
-
Item 1(a) Name of Issuer
Item 1(b) Address of Issuer's Principal Executive Offices
Item 2(a) Name of Persons Filing
Item 2(b) Address of Principal Business Office
Item 2(c) Citizenship
Item 2(d) Title of Class of Securities
Item 2(e) CUSIP Number
Item 3. If this statement is filed pursuant to § 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is an
Item 4. Ownership
Item 5. Ownership of Five Percent or Less of a Class
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of Group.
Item 10. Certification.
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Schedule 13G
Amendment No. 23
Abbott Laboratories
Common shares without par value
CUSIP Number 002824 10 0
Messrs. Freyman, Linder, and Wascoe are Co-trustees of the Abbott Laboratories Stock Retirement Trust, committee members of a committee established under the Abbott Laboratories Stock Retirement Trust (Puerto Rico), committee members of a committee established under the Abbott Laboratories 401(k) Plan Trust, Trustees of the Abbott Laboratories Employee Benefit Trust, and members of the Abbott Stock Committee for the Abbott Laboratories Ashland Union 401(k) Trust. As such, each of them has shared voting power over the 94,484,681 shares held by those trusts. This total is comprised of the following components:
| |
Number of Shares |
Name of Trust |
|
|---|---|---|---|
| 91,335,667 | Abbott Laboratories Stock Retirement Trust | ||
| 2,942,840 | Abbott Laboratories Stock Retirement Trust (Puerto Rico) | ||
| 104,901 | Abbott Laboratories 401(k) Plan Trust | ||
| 52,000 | Abbott Laboratories Employee Benefit Trust | ||
| 49,273 | Abbott Laboratories Ashland Union 401(k) Trust |
Disclaimer of Beneficial Ownership
under Rule 13d-4
The filing of Schedule 13G Amendment 23 on behalf of the Abbott Laboratories Stock Retirement Trust does not constitute an admission that the undersigned is, for purposes of Section 13(d) of the Securities and Exchange Act of 1934, the beneficial owner of any securities covered by the Schedule. Pursuant to Rule 13d-4 of the Act, the undersigned disclaims such ownership with respect to any shares listed therein of which he would not otherwise be deemed to be beneficial owner.
/s/ THOMAS C. FREYMAN Thomas C. Freyman |
|
Date: January 25, 2002 |
Disclaimer of Beneficial Ownership
under Rule 13d-4
The filing of Schedule 13G Amendment 23 on behalf of the Abbott Laboratories Stock Retirement Trust does not constitute an admission that the undersigned is, for purposes of Section 13(d) of the Securities and Exchange Act of 1934, the beneficial owner of any securities covered by the Schedule. Pursuant to Rule 13d-4 of the Act, the undersigned disclaims such ownership with respect to any shares listed therein of which he would not otherwise be deemed to be beneficial owner.
/s/ GREG W. LINDER Greg W. Linder |
|
Date: January 25, 2002 |
Disclaimer of Beneficial Ownership
under Rule 13d-4
The filing of Schedule 13G Amendment 23 on behalf of the Abbott Laboratories Stock Retirement Trust does not constitute an admission that the undersigned is, for purposes of Section 13(d) of the Securities and Exchange Act of 1934, the beneficial owner of any securities covered by the Schedule. Pursuant to Rule 13d-4 of the Act, the undersigned disclaims such ownership with respect to any shares listed therein of which she would not otherwise be deemed to be beneficial owner.
/s/ THOMAS M. WASCOE Thomas M. Wascoe |
|
Date: January 25, 2002 |
EXHIBIT 1
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AGREEMENT
ABBOTT LABORATORIES STOCK RETIREMENT TRUST
SECURITIES AND EXCHANGE COMMISSION SCHEDULE 13G FILINGS
The undersigned, being co-trustees of the Abbott Laboratories Stock Retirement Trust (the "Trust"), hereby agree that one Securities and Exchange Commission Schedule 13G (and any required amendment(s) thereto) be filed on their behalf with respect to the Trust's beneficial ownership interest in shares of common stock of Abbott Laboratories. This Agreement may be revoked in writing by any one of the undersigned.
Date: January 25, 2002 |
/s/ THOMAS C. FREYMAN Thomas C. Freyman |
/s/ GREG W. LINDER Greg W. Linder |
|
/s/ THOMAS M. WASCOE Thomas M. Wascoe |
EXHIBIT 2