-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, eNuKfBBhpUfku7yuITkB4mCPooImQtMwww8NIROJyycWx/+dsX4+6gNmlVlPx+t0 h6mZcOMX2wLXiWu15O8TCA== 0000024741-94-000028.txt : 19940215 0000024741-94-000028.hdr.sgml : 19940215 ACCESSION NUMBER: 0000024741-94-000028 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNILAB CORP /DE/ CENTRAL INDEX KEY: 0000899714 STANDARD INDUSTRIAL CLASSIFICATION: 8071 IRS NUMBER: 95415490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 34 SEC FILE NUMBER: 005-42855 FILM NUMBER: 94507728 BUSINESS ADDRESS: STREET 1: 18448 OXNARD ST CITY: TARZANA STATE: CA ZIP: 91356 BUSINESS PHONE: 8187570601 MAIL ADDRESS: STREET 1: UNILAB CORP STREET 2: 401 HACKENSACK AVE 9TH FL CITY: HACKENSACK STATE: NJ ZIP: 07601 FORMER COMPANY: FORMER CONFORMED NAME: METCAL INC DATE OF NAME CHANGE: 19930401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CORNING INC /NY CENTRAL INDEX KEY: 0000024741 STANDARD INDUSTRIAL CLASSIFICATION: 3220 IRS NUMBER: 160393470 STATE OF INCORPORATION: NY FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: HOUGHTON PK C-3 CITY: CORNING STATE: NY ZIP: 14831 BUSINESS PHONE: 6079749000 FORMER COMPANY: FORMER CONFORMED NAME: CORNING INC /NY / CORNING LAB SERVICES INC DATE OF NAME CHANGE: 19930713 FORMER COMPANY: FORMER CONFORMED NAME: CORNING GLASS WORKS DATE OF NAME CHANGE: 19890512 SC 13G 1 13G TEXT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 _________________________________________________________________ SCHEDULE 13G Under the Securities Exchange Act of 1934 UNILAB CORPORATION (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 904763-10-9 (CUSIP Number) Raymond C. Marier, Esq. MetPath Inc. 450 Park Avenue, Suite 2603 New York, NY 10022 Telephone: (212) 832-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Alfred J. Ross, Jr., Esq. Shearman & Sterling 599 Lexington Avenue New York, NY 10022 Telephone: (212) 848-4000 Check the following box if a fee is being paid with this statement X . Item 1. Issuer This Statement on Schedule 13G (this "Statement") relates to the Common Stock, par value $.01 per share, of Unilab Corporation (the "Issuer"), a Delaware corporation with its principal executive offices located at 18448 Oxnard Street, Tarzana, CA 91356. Item 2. Person Filing and Securities This Statement is being filed by Corning Incorporated, a New York corporation ("Corning"), with its principal business office located at One Riverfront Plaza, Corning, NY 14831, and by MetPath Inc., a Delaware corporation ("MetPath", formerly Corning Lab Services Inc.), with its principal business office located at 450 Park Avenue, Suite 2603, New York, NY 10022. The class of equity securities to which this Statement relates is the Common Stock, par value $.01 per share (the "Common Stock") of the Issuer (CUSIP No. 904763-10-9). Item 3. Person Filing Pursuant to Rule 13d-1(b) or 13d-2(b) Not applicable. Item 4. Ownership Corning is a publicly-owned corporation and beneficially owns shares of Common Stock through its wholly-owned subsidiary, MetPath. As of December 31, 1993, MetPath beneficially owned 3,805,000 shares of Common Stock consisting of (i) 3,100,000 shares received pursuant to an Agreement and Plan of Merger and Reorganization dated as of January 19, 1993 among Corning, Corning Lab Services Inc., UL Sub, Inc., Issuer, MetWest Inc. and MetCal Inc.; (ii) immediately exercisable warrants to purchase 185,000 shares at $2.00 per share, expiring September 1, 1994; (iii) immediately exercisable options to purchase 20,000 shares at $2.00 per share, expiring March 8, 2000; and (iv) immediately exercisable warrants to purchase 500,000 shares at $6.00 per share, expiring January 4, 1996. Based on the number of shares of Common Stock outstanding as of December 31, 1993 (33,200,564, according to the Issuer), the aggregate number of 3,805,000 shares of Common Stock beneficially owned by MetPath would constitute approximately 11.5% of the outstanding shares of Common Stock. MetPath has the sole power to vote and dispose of the Common Stock which it beneficially owns, except for 110,000 shares which are subject to warrant exercise agreements with two former MetPath employees, James J. Lawrence and Richard A. Michaelsen. MetPath has granted such employees the right, upon payment to MetPath of the exercise price of $2.00 per share, to cause MetPath to purchase in their respective names up to 75,000 (with respect to Mr. Lawrence) and 35,000 (with respect to Mr. Michaelsen) shares of Common Stock, pursuant to the terms of MetPath's warrants expiring September 1, 1994. In addition, MetPath holds 300,000 shares of non-voting convertible preferred stock of Issuer, redeemable at the sole option of Issuer any time from and after September 10, 1998. 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 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 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. Dated: February 11, 1994 METPATH INC. By: /s/RAYMOND C. MARIER Name: Raymond C. Marier Title: Sr. Vice President 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. Dated: February 11, 1994 CORNING INCORPORATED By: /s/A. JOHN PECK, JR. Name: A. John Peck, Jr. Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----