-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fx8iraLBRdgn58xFMQ1CvPWThx/Wmw2fak/uUiCUeVC5/sLrgc2PEnbsQJXE/iJ8 PM9BDIUGx6Flbv/+V8ZIPw== 0000947871-02-001877.txt : 20020926 0000947871-02-001877.hdr.sgml : 20020926 20020926154608 ACCESSION NUMBER: 0000947871-02-001877 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020926 GROUP MEMBERS: QUEST DIAGNOSTICS INCORPORATED GROUP MEMBERS: QUEST DIAGNOSTICS NEWCO INCORPORATED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNILAB CORP /DE/ CENTRAL INDEX KEY: 0000899714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 954415490 STATE OF INCORPORATION: DE FISCAL YEAR END: 0326 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42855 FILM NUMBER: 02773253 BUSINESS ADDRESS: STREET 1: 18448 OXNARD ST CITY: TARZANA STATE: CA ZIP: 91356 BUSINESS PHONE: 8187586642 MAIL ADDRESS: STREET 1: UNILAB CORP STREET 2: 18448 OXNARD ST. CITY: TARZANA STATE: CA ZIP: 91356 FORMER COMPANY: FORMER CONFORMED NAME: METCAL INC DATE OF NAME CHANGE: 19930401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUEST DIAGNOSTICS INC CENTRAL INDEX KEY: 0001022079 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 161387862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935000 MAIL ADDRESS: STREET 1: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07601 FORMER COMPANY: FORMER CONFORMED NAME: CORNING CLINICAL LABORATORIES INC DATE OF NAME CHANGE: 19960903 SC TO-T/A 1 scto-ta_092602.txt AMENDMENT NO. 12 TO SCHEDULE TO-T/A - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 12) ---------- UNILAB CORPORATION (Name of Subject Company) ---------- QUEST DIAGNOSTICS NEWCO INCORPORATED QUEST DIAGNOSTICS INCORPORATED Offeror Names of Filing Persons (identifying status as offeror, issuer or other person)) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 904763208 (CUSIP Number of Class of Securities) ---------- LEO C. FARRENKOPF, JR. QUEST DIAGNOSTICS INCORPORATED VICE PRESIDENT AND SECRETARY ONE MALCOLM AVENUE TETERBORO, NEW JERSEY 07608 (201) 393-5000 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Filing Persons) ---------- COPY TO: STEPHEN T. GIOVE CLARE O'BRIEN SHEARMAN & STERLING 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 (212) 848-4000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which the statement relates: |X| third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Amendment No. 12 amends and supplements the Tender Offer Statement on Schedule TO (this "Schedule TO") filed by Quest Diagnostics Incorporated, a Delaware corporation ("Quest Diagnostics"), and Quest Diagnostics Newco Incorporated ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of Quest Diagnostics on May 15, 2002, as amended by Amendment No. 1 on June 7, 2002, Amendment No. 2 on June 24, 2002, Amendment No. 3 on July 2, 2002, Amendment No. 4 on July 11, 2002, Amendment No. 5 on July 17, 2002, Amendment No. 6 on July 19, 2002, Amendment No. 7 on July 31, 2002, Amendment No. 8 on August 14, 2002, Amendment No. 9 on August 28, 2002, Amendment No. 10 on September 12, 2002, and Amendment No. 11 on September 20, 2002. This Schedule TO relates to the offer by Quest Diagnostics, through Purchaser, to exchange all outstanding shares of common stock, par value $.01 per share ("Shares"), of Unilab Corporation, a Delaware corporation (the "Company"), for, at the election of the holder thereof, (i) 0.3256 of a share of common stock, par value $.01 per share, of Quest Diagnostics ("Quest Diagnostics Shares") or (ii) $26.50 in cash, without interest, upon the terms and subject to the conditions set forth in the Prospectus, dated May 15, 2002, as amended on June 7, 2002, June 24, 2002 and July 11, 2002 (the "Prospectus"), and in the related Letter of Election and Transmittal (together, the Prospectus and the Letter of Election and Transmittal, with any amendments or supplements thereto, collectively constitute the "Offer"). The information set forth in the Prospectus and the related Letter of Election and Transmittal is incorporated herein by reference in response to Items 1-11 of this Schedule TO. ITEM 11. ADDITIONAL INFORMATION Quest Diagnostics amended the Agreement and Plan of Merger, dated as of April 2, 2002, as amended on May 13, 2002 and June 20, 2002 (the "Merger Agreement") among Quest Diagnostics, Purchaser and the Company, extending the termination date of the Merger Agreement from September 30, 2002 to November 30, 2002, and such amended Merger Agreement is attached hereto as Exhibit (a)(11). Quest Diagnostics also issued a press release extending the expiration date of the Offer until Wednesday, October 9, 2002, and such press release is attached hereto as Exhibit (a)(12). The information set forth in the press release is incorporated in its entirety herein by reference. ITEM 12. MATERIAL TO BE FILED AS EXHIBITS (a)(11) Amendment No. 3 to the Agreement and Plan of Merger, dated as of April 2, 2002, among Quest Diagnostics, Purchaser and the Company. (a)(12) Press Release, dated September 26, 2002 (incorporated herein by reference to Quest Diagnostics' Form 425 filed on September 26, 2002). ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3 Not applicable. 1 After due 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: September 26, 2002 QUEST DIAGNOSTICS NEWCO INCORPORATED By: /s/ Leo C. Farrenkopf, Jr. ------------------------------------ Name: Leo C. Farrenkopf, Jr. Title: Vice President and Secretary 2 After due 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: September 26, 2002 QUEST DIAGNOSTICS INCORPORATED By: /s/ Leo C. Farrenkopf, Jr. ------------------------------------ Name: Leo C. Farrenkopf, Jr. Title: Vice President and Secretary 3 EXHIBIT INDEX EXHIBIT NO. (a)(11) Amendment No. 3 to the Agreement and Plan of Merger, dated as of April 2, 2002, among Quest Diagnostics, Purchaser and the Company. (a)(12) Press Release, dated September 26, 2002 (incorporated herein by reference to Quest Diagnostics' Form 425 filed on September 26, 2002). EX-99.(A)(11) 3 ex99-a11_092602.txt AMENDMENT NO. 3 TO THE AGMT AND PLAN OF MERGER Exhibit (a)(11) AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 3, dated as of September 25, 2002 (this "Amendment"), among QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation ("Parent"), QUEST DIAGNOSTICS NEWCO INCORPORATED, a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), and UNILAB CORPORATION, a Delaware corporation (the "Company"). WHEREAS, the parties hereto have entered into an Agreement and Plan of Merger, dated as of April 2, 2002, as amended on May 13, 2002 and June 20, 2002 (the "Merger Agreement"); and WHEREAS, the parties have been engaged in discussions relating to the terms of the Merger Agreement; NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants set forth herein, the Merger Agreement shall be amended, in accordance with Section 11.02 thereof, as follows: 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein shall have the meaning assigned to such term in the Merger Agreement. Each reference to "hereof", "herein", "hereby" and "this Agreement" shall from and after the date hereof refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, the date of the Merger Agreement, as amended hereby, shall in all instances remain as April 2, 2002, and references to "the date hereof" and "the date of this Agreement" shall continue to refer to April 2, 2002. 2. Termination. Section 10.01(d)(i) of the Merger Agreement is hereby amended by replacing the date "September 30, 2002" therein with the date "November 30, 2002." 3. Authorizations. Each of Parent, Merger Sub and the Company represents and warrants that this Amendment has been duly authorized by all necessary corporate action. 4. Effect of Agreement. Except as and to the extent expressly modified by this Amendment, the Merger Agreement shall remain in full force and effect in all respects. 5. Miscellaneous. The provisions contained in Article XI of the Merger Agreement are incorporated by reference in this Amendment as though they were expressly set forth herein. [The Remainder of This Page is Intentionally Left Blank] IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized. QUEST DIAGNOSTICS INCORPORATED By: /s/ Kenneth W. Freeman -------------------------------------------- Name: Kenneth W. Freeman Title: Chairman and Chief Executive Officer QUEST DIAGNOSTICS NEWCO INCORPORATED By: /s/ Kenneth W. Freeman -------------------------------------------- Name: Kenneth W. Freeman Title: Chief Executive Officer UNILAB CORPORATION By: /s/ Robert E. Whalen -------------------------------------------- Name: Robert E. Whalen Title: Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----