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UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.  26)*

 

Abbott Laboratories

(Name of Issuer)

 

Common Stock, without par value

(Title of Class of Securities)

 

002824 10 0

(CUSIP Number)

 

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

ý

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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).

 


 

CUSIP No.  002824 10 0

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Abbott Laboratories Stock Retirement Trust 36-6047554

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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 
61,715,742

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
61,715,742

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
61,715,742

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.0%

 

 

12.

Type of Reporting Person (See Instructions)
EP

 

2


 

CUSIP No.  002824 10 0

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Thomas C. Freyman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
176,820 (Does not include shares held in the Abbott Laboratories Stock Retirement Trust for the benefit of the reporting person)

 

6.

Shared Voting Power 
65,028,208 - See Attached Exhibit 1

 

7.

Sole Dispositive Power 
176,820 direct (see note in 5 above)

 

8.

Shared Dispositive Power
65,028,208 - See Attached Exhibit 1

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
65,649,889 (Total of 5 + 6 + 444,861 shares – right to acquire by exercise of stock options)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3


 

CUSIP No.  002824 10 0

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Greg W. Linder

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
71,943  (Does not include shares held in the Abbott Laboratories Stock Retirement Trust for the benefit of the reporting person)

 

6.

Shared Voting Power 
65,028,208 - See Attached Exhibit 1

 

7.

Sole Dispositive Power 
71,943  direct (see note in 5 above)

 

8.

Shared Dispositive Power
65,028,208 - See Attached Exhibit 1

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
65,342,314  (Total of 5 + 6 + 242,163 shares – right to acquire by exercise of stock options)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

4


 

CUSIP No.  002824 10 0

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Thomas M. Wascoe

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
68,902  (Does not include shares held in the Abbott Laboratories Stock Retirement Trust for the benefit of the reporting person)

 

6.

Shared Voting Power 
65,028,208 - See Attached Exhibit 1

 

7.

Sole Dispositive Power 
68,902  direct (see note in 5 above)

 

8.

Shared Dispositive Power
65,028,208 - See Attached Exhibit 1

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
65,535,361 (Total of 5 + 6 + 438,251 shares – right to acquire by exercise of stock options)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

5


 

CUSIP No.  002824 10 0

 

Item 1.

 

(a)

Name of Issuer
Abbott Laboratories

 

(b)

Address of Issuer’s Principal Executive Offices
100 Abbott Park Road
Abbott Park, Illinois 60064-6400

 

Item 2.

 

(a)

Name of Person Filing
Abbott Laboratories Stock Retirement Trust

Thomas C. Freyman

Greg W. Linder

Thomas M. Wascoe

 

(b)

Address of Principal Business Office or, if none, Residence
100 Abbott Park Road

Abbott Park, Illinois  60064-6400

 

(c)

Citizenship
Abbott Laboratories Stock Retirement Trust – Illinois

Thomas C. Freyman, Greg W. Linder and Thomas M. Wascoe – United States

 

(d)

Title of Class of Securities
Common Stock, without par value

 

(e)

CUSIP Number
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 a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

ý

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

6


 

CUSIP No.  002824 10 0

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)-(c)     See cover pages 2, 3, 4 and 5, Items 5 through 9 and 11.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ý.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable

 

Item 9.

Notice of Dissolution of Group

 

Not applicable

 

Item 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

7


 

CUSIP No.  002824 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.

 

 

 

Abbott Laboratories Stock Retirement Trust

 

DATED: February 10, 2005

 

 

 

/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

 

8

EXHIBIT 1

 

Schedule 13G

Amendment No. 26

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), and Trustees of the Abbott Laboratories Employee Benefit Trust.  As such, each of them has shared voting power over the 65,028,208 shares held by those trusts.  This total is comprised of the following components:

 

 

Number of Shares

 

Name of Trust

 

 

 

61,715,742

 

Abbott Laboratories Stock Retirement Trust

3,260,466

 

Abbott Laboratories Stock Retirement Trust (Puerto Rico)

52,000

 

Abbott Laboratories Employee Benefit Trust

 


 

Disclaimer of Beneficial Ownership

under Rule 13d-4

 

The filing of Schedule 13G Amendment 26 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: February 10, 2005

 


 

Disclaimer of Beneficial Ownership

under Rule 13d-4

 

The filing of Schedule 13G Amendment 26 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: February 10, 2005

 


 

Disclaimer of Beneficial Ownership

under Rule 13d-4

 

The filing of Schedule 13G Amendment 26 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 M. Wascoe

 

 

Thomas M. Wascoe

 

Date: February 10, 2005