-----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, Q9b+vfsyufhL9pYbwY5AZo6GxEHv2nNQWK4Yorqrzcoau4mh4HvHOMW4+WLxo6mH EaOryLM5+4UqCWl8r7IpwQ== 0000950117-05-004118.txt : 20051028 0000950117-05-004118.hdr.sgml : 20051028 20051028165946 ACCESSION NUMBER: 0000950117-05-004118 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051025 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051028 DATE AS OF CHANGE: 20051028 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12215 FILM NUMBER: 051163988 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 8-K 1 a40732.htm QUEST DIAGNOSTICS

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): October 25, 2005

 

Commission file number 001-12215

 

Quest Diagnostics Incorporated

1290 Wall Street West

Lyndhurst, NJ 07071

(201) 393-5000

 

Delaware

(State of Incorporation)

 

16-1387862

(I.R.S. Employer Identification Number)

 

 

 

 

 

 


 

 

Item 8.01. Other Information

The Company announced the proposed offering and the pricing of its Senior Notes due 2010 and its Senior Notes due 2015 in press releases dated October 25, 2005, which are attached as exhibits 99.1 and 99.2 hereto and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

c.

Exhibits

 

 

99.1 Press release of Quest Diagnostics Incorporated dated October 25, 2005, announcing the proposed offering of its Senior Notes.

   
 

99.2 Press release of Quest Diagnostics Incorporated dated October 25, 2005, announcing  the pricing of its Senior Notes.

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  October 28, 2005
     
  QUEST DIAGNOSTICS INCORPORATED
     

 

By:

/s/ Sirisha Gummaregula

 

Sirisha Gummaregula

 

 

Assistant General Counsel and

 

 

Corporate Secretary

 

 

 

 

 

 


 EX-99 2 ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

QUEST DIAGNOSTICS ANNOUNCES PROPOSED SENIOR NOTES OFFERING

 

LYNDHURST, N.J., Oct. 25 /PRNewswire-FirstCall/ -- Quest Diagnostics Incorporated (NYSE: DGX), the nation's leading provider of diagnostic testing, information, and services, announced today that it intends to offer $900,000,000 in aggregate principal amount of senior notes, in a private placement, subject to market and other conditions. The net proceeds of the offering are expected to be used to complete the previously announced acquisition of LabOne, Inc. (Nasdaq: LABS).

 

The notes will be guaranteed on a senior, unsecured basis, by the company's domestic clinical laboratories. The company has agreed to exchange these private notes for publicly tradable notes having substantially identical terms, and will file a registration statement with the Securities and Exchange Commission relating to this planned exchange offer.

 

The company expects the offering will be completed by October 31, 2005. The issuance of the notes will be subject to customary closing conditions. The notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the "Securities Act"). The notes have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

 

About Quest Diagnostics

 

Quest Diagnostics is the leading provider of diagnostic testing, information and services that patients and doctors need to make better healthcare decisions. The company offers the broadest access to diagnostic testing services through its national network of laboratories and patient service centers, and provides interpretive consultation through its extensive medical and scientific staff. Quest Diagnostics is a pioneer in developing innovative new diagnostic tests and advanced healthcare information technology solutions that help improve patient care. Additional company information is available at: http://www.questdiagnostics.com.

 

The statements in this press release which are not historical facts or information may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results and outcomes to be materially different. Certain of these risks and uncertainties may include, but are not limited to, competitive environment, changes in government regulations, changing relationships with customers, payers, suppliers and strategic partners and other factors described in the Quest Diagnostics Incorporated 2004 Form 10-K and subsequent filings.

 

SOURCE Quest Diagnostics Incorporated

 

 


 

 

CONTACT:

Investors: Laure Park, +1-201-393-5030, or

Media: Gary Samuels +1-201-393-5700,

both of Quest Diagnostics Incorporated

 

 

 

 


 EX-99 3 ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

QUEST DIAGNOSTICS ANNOUNCES PRICING OF SENIOR NOTES

LYNDHURST, N.J., Oct. 25 /PRNewswire-FirstCall/ -- Quest Diagnostics Incorporated (NYSE: DGX), the nation's leading provider of diagnostic testing, information, and services, announced today that it priced $900 million in aggregate principal amount of senior notes in a private placement. The notes were sold in two tranches, as follows: $400 million of 5.125% senior notes due 2010 and $500 million of 5.45% senior notes due 2015. The offering is expected to close on October 31, 2005. The net proceeds of the offering are expected to be used to complete the previously announced acquisition of LabOne, Inc. (Nasdaq: LABS).

The notes are guaranteed on a senior, unsecured basis, by the company's domestic clinical laboratories. The company has agreed to exchange these private notes for publicly tradable notes having substantially identical terms, and will file a registration statement with the Securities and Exchange Commission relating to this planned exchange offer.

The issuance of the notes will be subject to customary closing conditions. The notes were offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the "Securities Act"). The notes have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Quest Diagnostics

Quest Diagnostics is the leading provider of diagnostic testing, information and services that patients and doctors need to make better healthcare decisions. The company offers the broadest access to diagnostic testing services through its national network of laboratories and patient service centers, and provides interpretive consultation through its extensive medical and scientific staff. Quest Diagnostics is a pioneer in developing innovative new diagnostic tests and advanced healthcare information technology solutions that help improve patient care. Additional company information is available at: http://www.questdiagnostics.com.

The statements in this press release which are not historical facts or information may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results and outcomes to be materially different. Certain of these risks and uncertainties may include, but are not limited to, competitive environment, changes in government regulations, changing relationships with customers, payers, suppliers and strategic partners and other factors described in the Quest Diagnostics Incorporated 2004 Form 10-K and subsequent filings.

SOURCE Quest Diagnostics Incorporated

CONTACT:

Investors, Laure Park, +1-201-393-5030; or

Media: Gary Samuels +1-201-393-5700;

both of Quest Diagnostics Incorporated

 

 

 

 

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