Glaxosmithkline Capital Inc, et al. – ‘6-K’ for 4/6/04

On:  Wednesday, 4/7/04, at 3:56pm ET   ·   For:  4/6/04   ·   Accession #:  950123-4-4364   ·   File #s:  1-15170, 333-104121-01, -02

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Report of a Foreign Private Issuer   —   Form 6-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of a Foreign Private Issuer                     3     14K 
 2: EX-1.3      Underwriting Agreement                                20     77K 
 3: EX-1.4      Underwriting Agreement                                20     77K 
 4: EX-4.3      Indenture                                             62    256K 
 5: EX-4.4      Indenture                                             63    250K 
 6: EX-4.5      Form of Note                                          10     35K 
 7: EX-4.6      Form of Note                                          11     41K 
 8: EX-4.7      Form of Note                                          11     42K 
 9: EX-5.3      Opinion of Cleary Gottlieb                             3     16K 
10: EX-5.4      Opinion of Cleary Gottlieb                             4     17K 
11: EX-5.5      Opinion of Cleary Gottlieb                             7     28K 
12: EX-5.6      Opinion of Cleary Gottlieb                             6     28K 

6-K   —   Report of a Foreign Private Issuer

6-K
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SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON D.C. 20549

 -----------------

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF
 THE SECURITIES EXCHANGE ACT OF 1934

For the period ended April 6, 2004

GLAXOSMITHKLINE PLC                                       
     GLAXOSMITHKLINE CAPITAL PLC                GLAXOSMITHKLINE CAPITAL INC.
    (Name of Registrants)                       (Name of Registrant)
      980 Great West Road,                     1105 North Market Street,
              Brentford,                        Suite 1300, New Castle County,
        Middlesex, TW8 9GS                      Wilmington, Delaware 19801
   (Address of principal executive             (Address of principal executive
   offices)                                     offices)

------------------------

Indicate by check mark whether the registrant files or will file annual reports 
under cover Form 20-F or Form 40-F                                              

 Form 20-F [X] Form 40-F [ ]

Indicate by check mark whether the registrant by furnishing the information     
contained in this Form is also thereby furnishing the information to the        
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [ ] No [X]

--------------

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE  
PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO.         
333-104121) OF GLAXOSMITHKLINE PLC, GLAXOSMITHKLINE CAPITAL INC. AND            
GLAXOSMITHKLINE CAPITAL PLC AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS
REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS       
SUBSEQUENTLY FILED OR FURNISHED.                                                

6-K
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  In connection with the issuances of (i) 2.375% Notes due 2007 by
GlaxoSmithKline Capital plc ("GSK Capital plc") pursuant to a prospectus        
supplement, dated March 30, 2004, to the registration statement on Form F-3     
(File No. 333-104121) (the "Registration Statement"); (ii) 4.375% Notes due 2014
by GlaxoSmithKline Capital Inc. ("GSK Capital Inc.") pursuant to a prospectus   
supplement, dated March 30, 2004, to the Registration Statement; and (iii)      
5.375% Notes due 2034 by GSK Capital Inc. pursuant to a prospectus supplement,  
dated March 30, 2004, to the Registration Statement, each of which are          
guaranteed by GlaxoSmithKline plc (the "Guarantor" and, together with GSK       
Capital plc and GSK Capital Inc., the "Registrants"), the Registrants hereby    
incorporate by reference the exhibits to this report on Form 6-K into the       
Registration Statement.                                                         

EXHIBITS                                                      

        1.3      Underwriting Agreement, dated as of March 30, 2004, among GSK
               Capital Inc., the Guarantor, and the Representatives of the
Underwriters.                               

        1.4      Underwriting Agreement, dated as of March 30, 2004, among GSK
              Capital plc, the Guarantor, and the Representatives of the
Underwriters.                               

        4.3      Indenture, dated as of April 6, 2004, among GSK Capital Inc.,
  Citibank, N.A., as trustee, and the Guarantor.

       4.4      Indenture, dated as of April 6, 2004, among GSK Capital plc,
  Citibank, N.A., as trustee, and the Guarantor.

    4.5      Form of Note for GSK Capital plc's 2.375% Notes due 2007.

     4.6      Form of Note for GSK Capital Inc.'s 4.375% Notes due 2014.

     4.7      Form of Note for GSK Capital Inc.'s 5.375% Notes due 2034.

      5.3      Opinion of Cleary, Gottlieb, Steen & Hamilton, special U.S.
        counsel to GSK Capital Inc., GSK Capital plc and the
                 Guarantor, with respect to GSK Capital plc's 2.375% Notes due
2007.                                       

      5.4      Opinion of Cleary, Gottlieb, Steen & Hamilton, special U.S.
        counsel to GSK Capital Inc., GSK Capital plc and the
                  Guarantor, with respect to GSK Capital Inc.'s 4.375% Notes due
2014 and 5.375% Notes due 2034.             

      5.5      Opinion of Cleary, Gottlieb, Steen & Hamilton, special U.K.
        counsel to GSK Capital Inc., GSK Capital plc and the
                 Guarantor, with respect to GSK Capital plc's 2.375% Notes due
2007.                                       

      5.6      Opinion of Cleary, Gottlieb, Steen & Hamilton, special U.K.
        counsel to GSK Capital Inc., GSK Capital plc and the
                  Guarantor, with respect to GSK Capital Inc.'s 4.375% Notes due
2014 and 5.375% Notes due 2034.             

2 

6-K
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the        
Registrants have duly caused this report to be signed on their behalf by the    
undersigned, thereunto duly authorized.                                         

 GlaxoSmithKline plc
 GlaxoSmithKline Capital plc
GlaxoSmithKline Capital Inc.
 (Registrants)

By:  /s/ Victoria A. Llewellyn                                                  
-------------------------------                                       
VICTORIA A. LLEWELLYN                                                 
Authorized Signatory for and on behalf of                             
GlaxoSmithKline plc                                                   
GlaxoSmithKline Capital plc and                                       
GlaxoSmithKline Capital Inc.                                          

Date: April 7, 2004                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘6-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/7/04		3
For Period End:		4/6/04		1		2			3
		3/30/04		2
									List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/25/24  GSK plc                           F-3ASR      3/25/24   12:25M                                    Donnelley … Solutions/FA
 3/10/23  GSK plc                           POS AM                 8:893K                                   Donnelley … Solutions/FA
 3/26/21  GSK plc                           F-3ASR      3/26/21    8:916K                                   Donnelley … Solutions/FA