-----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, KK4VM0hjhU3nLF0g4u6MEQEJy6d+Et8yKjZ6fo0hRxiOpAJ0ZGbFQtia6vbg5Xxg XwqrG8bVG0barWIKey/tHQ== 0000947871-01-500333.txt : 20010713 0000947871-01-500333.hdr.sgml : 20010713 ACCESSION NUMBER: 0000947871-01-500333 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DPD HOLDINGS INC CENTRAL INDEX KEY: 0000835472 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 954415490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-01 FILM NUMBER: 1679118 BUSINESS ADDRESS: STREET 1: ONE MALCOM AVE CITY: TETERBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935000 FORMER COMPANY: FORMER CONFORMED NAME: UNILAB CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DMC INTERNATIONAL INC DATE OF NAME CHANGE: 19881121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NICHOLS INSTITUTE DIAGNOSTICS CENTRAL INDEX KEY: 0000921948 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 952955451 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-02 FILM NUMBER: 1679119 BUSINESS ADDRESS: STREET 1: 33608 ORTEGA HIWAY CITY: SAN JUAN CAPISTRANO STATE: CA ZIP: 92690 BUSINESS PHONE: 7147284000 MAIL ADDRESS: STREET 1: 33608 ORTEGA HWY CITY: SAN JUAN CAPISTRANO STATE: CA ZIP: 92690-6130 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: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806 FILM NUMBER: 1679120 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING CLINICAL LABORATORIES INC /CT/ CENTRAL INDEX KEY: 0001026673 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-03 FILM NUMBER: 1679121 BUSINESS ADDRESS: STREET 1: PO BOX ONE MALCOLM AVENUE CITY: TELEBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935143 MAIL ADDRESS: STREET 1: 3 STERLING DRIVE CITY: WALLINGFORD STATE: CT ZIP: 06492 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING CLINICAL LABORATORIES INC /MA/ CENTRAL INDEX KEY: 0001026674 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-04 FILM NUMBER: 1679122 BUSINESS ADDRESS: STREET 1: PO BOX ONE MALCOLM AVENUE CITY: TELEBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935143 MAIL ADDRESS: STREET 1: 415 MASSACHUSETTS AVE CITY: CAMBRIDGED STATE: MA ZIP: 02139 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING CLINICAL LABORATORIES INC /MD/ CENTRAL INDEX KEY: 0001026675 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-05 FILM NUMBER: 1679123 BUSINESS ADDRESS: STREET 1: PO BOX ONE MALCOLM AVENUE CITY: TELEBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935143 MAIL ADDRESS: STREET 1: 1901 SULPHUR SPRINGS RD CITY: BALTIMORE STATE: MD ZIP: 21227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING CLINICAL LABORATORIES INC /MI/ CENTRAL INDEX KEY: 0001026676 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-06 FILM NUMBER: 1679124 BUSINESS ADDRESS: STREET 1: PO BOX ONE MALCOLM AVENUE CITY: TELEBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935143 MAIL ADDRESS: STREET 1: 4444 GIDDINGS RD CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING CLINICAL LABORATORIES OF PENNSYLVANIA INC /DE/ CENTRAL INDEX KEY: 0001026677 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-07 FILM NUMBER: 1679125 BUSINESS ADDRESS: STREET 1: PO BOX ONE MALCOLM AVENUE CITY: TELEBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935143 MAIL ADDRESS: STREET 1: 875 GREENTREE RD STREET 2: 4 PARKWAY CENTER CITY: PITTSBURGHLS STATE: PA ZIP: 15220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING NICHOLS INSTITUTE INC CENTRAL INDEX KEY: 0001026679 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-08 FILM NUMBER: 1679126 BUSINESS ADDRESS: STREET 1: PO BOX ONE MALCOLM AVENUE CITY: TELEBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935143 MAIL ADDRESS: STREET 1: 33608 ORTEGA HWY CITY: SAN JUAN CAPISTRANO STATE: CA ZIP: 926690-613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAMON CLINCAL LABORATORIES INC /MA/ CENTRAL INDEX KEY: 0001026680 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-09 FILM NUMBER: 1679127 BUSINESS ADDRESS: STREET 1: PO BOX ONE MALCOLM AVENUE CITY: TELEBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935143 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIAGNOSTIC REFERENCE SERVICE INC CENTRAL INDEX KEY: 0001026684 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-10 FILM NUMBER: 1679128 BUSINESS ADDRESS: STREET 1: PO BOX ONE MALCOLM AVENUE CITY: TELEBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935143 MAIL ADDRESS: STREET 1: 1901 SULPHUR SPRING RD CITY: BALTIMORE STATE: MD ZIP: 21227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METWEST INC CENTRAL INDEX KEY: 0001026685 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-11 FILM NUMBER: 1679129 BUSINESS ADDRESS: STREET 1: PO BOX ONE MALCOLM AVENUE CITY: TELEBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935143 MAIL ADDRESS: STREET 1: 4771 REGENT BOULEVARD CITY: IRVING STATE: TX ZIP: 75063 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHGATE MEDICAL SERVICES INC CENTRAL INDEX KEY: 0001026686 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-12 FILM NUMBER: 1679130 BUSINESS ADDRESS: STREET 1: PO BOX ONE MALCOLM AVENUE CITY: TELEBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935143 MAIL ADDRESS: STREET 1: 875 GREENTREE RD STREET 2: 4 PARKWAY CENTER CITY: PITTSBURGH STATE: PA ZIP: 15220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEST DIAGNOSTICS INVESTMENTS INC CENTRAL INDEX KEY: 0001027506 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 510314231 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-17 FILM NUMBER: 1679131 BUSINESS ADDRESS: STREET 1: ONE MALCOM AVENUE CITY: TETERBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935143 MAIL ADDRESS: STREET 1: ONE MALCOLM AVENUE CITY: TETERBORO STATE: NJ ZIP: 07608 FORMER COMPANY: FORMER CONFORMED NAME: CLMP INC DATE OF NAME CHANGE: 19961125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATHOLOGY BUILDING PARTNERSHIP CENTRAL INDEX KEY: 0001027507 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-13 FILM NUMBER: 1679132 BUSINESS ADDRESS: STREET 1: ONE MALCOM AVENUE CITY: TETERBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935143 MAIL ADDRESS: STREET 1: ONE MALCOLM AVENUE CITY: TEARBORO STATE: NJ ZIP: 07608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEST DIAGNOSTICS LLC CENTRAL INDEX KEY: 0001092328 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364257926 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-14 FILM NUMBER: 1679133 BUSINESS ADDRESS: STREET 1: C/O QUEST DIAGNOSTICS INC STREET 2: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935000 MAIL ADDRESS: STREET 1: C/O QUEST DIAGNOSTICS INC STREET 2: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEST DIAGNOSTICS FINANCE INC /DE/ CENTRAL INDEX KEY: 0001092329 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510390719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-18 FILM NUMBER: 1679134 BUSINESS ADDRESS: STREET 1: C/O QUEST DIAGNOSTICS INC STREET 2: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935000 MAIL ADDRESS: STREET 1: C/O QUEST DIAGNOSTICS INC STREET 2: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEST DIAGNOSTICS HOLDINGS INC /DE/ CENTRAL INDEX KEY: 0001092330 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 232324658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-15 FILM NUMBER: 1679135 BUSINESS ADDRESS: STREET 1: C/O QUEST DIAGNOSTICS INC STREET 2: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935000 MAIL ADDRESS: STREET 1: C/O QUEST DIAGNOSTICS INC STREET 2: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEST DIAGNOSTICS CLINICAL LABORATORIES INC /DE/ CENTRAL INDEX KEY: 0001092331 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 382084239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-64806-16 FILM NUMBER: 1679136 BUSINESS ADDRESS: STREET 1: C/O QUEST DIAGNOSTICS INC STREET 2: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935000 MAIL ADDRESS: STREET 1: C/O QUEST DIAGNOSTICS INC STREET 2: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07601 S-3/A 1 s3a_071101.txt AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on July 11, 2001 Registration No. 333-64806 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- QUEST DIAGNOSTICS INCORPORATED (Exact name of registrant as specified in its charter) Delaware 8071 16-1387862 (State or other (Primary Standard (I.R.S. Employer jurisdiction of Industrial Classification Identification No.) incorporation or Code Number) organization) Quest Diagnostics Incorporated One Malcolm Avenue Teterboro, New Jersey 07608 (201) 393-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------- Leo C. Farrenkopf, Jr. Quest Diagnostics Incorporated Vice President and Secretary One Malcolm Avenue Teterboro, New Jersey 07608 (201) 393-5000 (Name, address, including zip code, and telephone number, including area code, of agent for service of each registrant)) ------------------- See Table of Additional Registrants ------------------- With Copies to: Stephen T. Giove, Esq. Stuart H. Gelfond, Esq. Shearman & Sterling Fried, Frank, Harris, Shriver & Jacobson 599 Lexington Avenue One New York Plaza New York, New York 10022 New York, New York 10004 (212) 848-4000 (212) 859-8000 Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
=============================================================================================================================== Proposed Proposed Maximum Title of each Class of Amount to be Maximum Offering Aggregate Amount of Securities to be Registered registered (1) per share (2) Offering Price (2) registration fee - ------------------------------------------------------------------------------------------------------------------------------- Primary Offering: Debt securities of Quest Diagnostics (3) (7).. Preferred stock of Quest Diagnostics (4) (7).. Common stock of Quest Diagnostics (5) (7)..... (2) (2) (2) Guarantees of Debt Securities of Quest Diagnostics (6)............................... - ------------------------------------------------------------------------------------------------------------------------------- Total......................................... $600,000,000 100% $600,000,000 $150,000 (8) - ------------------------------------------------------------------------------------------------------------------------------- Secondary Offering: Common Stock of Quest Diagnostics............. (9) (8) =============================================================================================================================== (Footnotes on next page)
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ - ------------------ (1) We will determine the proposed maximum offering price per unit from time to time in connection with issuances of securities registered hereunder. The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act. (2) Not applicable pursuant to General Instruction II.D of Form S-3. (3) There is being registered hereunder an indeterminate principal amount of debt securities of our company as may be offered or sold from time to time by us. If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $600,000,000. (4) There is being registered hereunder an indeterminate number of shares of our preferred stock as may be sold from time to time by us. (5) There is being registered hereunder an indeterminate number of shares of our common stock as may be sold from time to time by us. This includes the associated rights to purchase our Series A Junior Participating Preferred Stock. The rights to purchase our Series A Junior Participating Preferred Stock initially are attached to and trade with the shares of our common stock being registered hereby. (6) Registrants listed on the Table of Additional Registrants will fully, irrevocably and unconditionally guarantee on an unsecured basis our debt securities. Pursuant to Rule 457(n), no separate fee is required to be paid in respect of guarantees of our debt securities, that are being registered concurrently. (7) Includes such indeterminate amount of debt securities, preferred stock and common stock of our company as may be issued upon conversion or exchange for any other securities registered hereunder that provide for conversion or exchange into debt securities, preferred stock or common stock of our company. (8) All registration fees have been previously paid by registrant. (9) The selling shareholder, SmithKline Beecham plc, has previously filed to register 3 million shares of common stock of our company. This includes the associated rights to purchase our Series A Junior Participating Preferred Stock. The rights to purchase our Series A Junior Participating Preferred Stock initially are attached to and trade with the shares of our common stock being registered hereby. Pursuant to Rule 429 under the Securities Act of 1933, as amended, the prospectus included in this registration statement is a combined prospectus relating also to $50,000,000 of securities and 3,000,000 shares of common stock previously registered by us and SmithKline Beecham plc, respectively, under registration statement no. 333-54310 previously filed by the registrant on Form S-3 and declared effective on June 1, 2001. This registration statement amendment also constitutes post-effective amendment no. 2 to registration no. 333-54310, and such post-effective amendment no. 2 shall hereafter become effective concurrently with the effectiveness statement of this registration statement and in accordance with section 8(c) of the Securities Act of 1933, as amended. TABLE OF ADDITIONAL REGISTRANTS
Primary State or Other Standard Jurisdiction of Industrial I.R.S. Employer Incorporation Classification Identification Name or Organization Code Number Number - ---- --------------- ----------- ------ Quest Diagnostics Holdings Incorporated..................... DE 8071 23-2324658 Quest Diagnostics Clinical Laboratories, Inc............... DE 8071 38-20-84239 Quest Diagnostics Incorporated............................. CA 8071 95-2701802 Quest Diagnostics Incorporated............................. MD 8071 52-0890739 Quest Diagnostics LLC...................................... IL 8071 36-4257926 Quest Diagnostics Incorporated............................. MI 8071 38-1882750 Quest Diagnostics Incorporated............................. CT 8071 06-1460613 Quest Diagnostics Incorporated............................. MA 8071 04-3248020 Quest Diagnostics of Pennsylvania Inc...................... DE 8071 22-3137283 Quest Diagnostics Incorporated............................. OH 8071 34-0944454 MetWest Inc................................................ DE 8071 33-0363116 Nichols Institute Diagnostics.............................. CA 8071 95-2955451 DPD Holdings, Inc.......................................... DE 8071 93-0988106 Diagnostics Reference Services Inc......................... MD 8071 22-3479439 Laboratory Holdings Incorporated........................... MA 8071 04-2449994 Pathology Building Partnership............................. MD 8071 51-1188454 Quest Diagnostics Investments Incorporated*................ DE 8731 51-0314231 Quest Diagnostics Finance Incorporated*.................... DE 8071 51-0390719
* As indicated in the registration statement filed on July 10, 2001, this pre-effective amendment no. 1 to registration statement no. 333-64806 is being filed solely for the purpose of adding Quest Diagnostics Investments Incorporated and Quest Diagnostics Finance Incorporated as additional registrants. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth all fees and expenses payable by the registrant in connection with the issuance and distribution of the securities being registered hereby (other than underwriting discounts and commissions). All of such expenses, except the SEC registration fee, are estimated. Securities and Exchange Commission registration fee...... $ 150,000 NYSE listing fee......................................... $ 65,000 Legal fees and expenses.................................. $ 200,000 Transfer Agent's fees and expenses....................... $ 10,000 Trustee's fees and expenses.............................. $ 20,000 Rating agency fees....................................... $ 420,000 Accounting fees and expenses............................. $ 200,000 Blue Sky fees and expenses (including counsel fees)...... $ 10,000 Printing expenses........................................ $ 400,000 Miscellaneous............................................ $ 25,000 ----------- Total............................................ $ 1,500,000 =========== Item 15. Indemnification of Directors and Officers. Limitation on Liability of Directors Pursuant to authority conferred by Section 102 of the Delaware General Corporation Law (the "DGCL"), Paragraph 11 of our certificate of incorporation (the "Certificate") eliminates the personal liability of directors to us or our stockholders for monetary damages for breach of fiduciary duty, including, without limitation, directors serving on committees of our board of directors. Directors remain liable for (1) any breach of the duty of loyalty to us or our stockholders, (2) any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law, (3) any violation of Section 174 of the DGCL, which proscribes the payment of dividends and stock purchases or redemptions under certain circumstances, and (4) any transaction from which directors derive an improper personal benefit. Indemnification and Insurance In accordance with Section 145 of the DGCL, which provides for the indemnification of directors, officers and employees under certain circumstances, Paragraph 11 of the Certificate grants our directors and officers a right to indemnification for all expenses, liabilities and losses relating to civil, criminal, administrative or investigative proceedings to which they are a party (1) by reason of the fact that they are or were our directors or officers or (2) by reason of the fact that, while they are or were our directors or officers, they are or were serving at our request as directors or officers of another corporation, partnership, joint venture, trust or enterprise. Paragraph 11 of the Certificate further provides for the mandatory advancement of expenses incurred by officers and directors in defending such proceedings in advance of their final disposition upon delivery to us by the indemnitee of an undertaking to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under Paragraph 11. We may not indemnify or make advance payments to any person in connection with proceedings initiated against us by such person without the authorization of our board of directors. II-1 In addition, Paragraph 11 of the Certificate provides that directors and officers therein described shall be indemnified to the fullest extent permitted by Section 145 of the DGCL, or any successor provisions or amendments thereunder. In the event that any such successor provisions or amendments provide indemnification rights broader than permitted prior thereto, Paragraph 11 of the Certificate allows such broader indemnification rights to apply retroactively with respect to any predating alleged action or inaction and also allows the indemnification to continue after an indemnitee has ceased to be our director or officer and to inure to the benefit of the indemnitee's heirs, executors and administrators. Paragraph 11 of the Certificate further provides that the right to indemnification is not exclusive of any other right that any indemnitee may have or thereafter acquire under any statute, the Certificate, any agreement or vote of stockholders or disinterested directors or otherwise, and allows us to indemnify and advance expenses to any person whom the corporation has the power to indemnify under the DGCL or otherwise. Each of the form of underwriting agreement to be filed as Exhibits 1.1, 1.2 and 1.3 hereto will provide for the indemnification of the registrant, its controlling persons, its directors and certain of its officers by the underwriters against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors and officers and controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. The Certificate authorizes us to purchase insurance for our directors and officers and persons who serve at our request as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or enterprise against any expense, liability or loss incurred in such capacity, whether or not we would have the power to indemnify such persons against such expense or liability under the DGCL. We intend to maintain insurance coverage of our officers and directors as well as insurance coverage to reimburse us for potential costs of our corporate indemnification of directors and officers. Item 16. Exhibits and Financial Statements Schedules. The exhibits to this registration statement are listed in the Exhibit Index to this registration statement, which Exhibit Index is hereby incorporated by reference. Item 17. Undertakings. The undersigned registrant hereby undertakes: (a)(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; provided, however, that notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus II-2 filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in clauses (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the registrant pursuant to Section 13 or 15 (d) of the Securities and Exchange Act of 1934 that are incorporated by reference in this registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; (b) That, for the purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15 (a) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (c) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforeceable. The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305 (b) (2) of the Trust Indenture Act. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. QUEST DIAGNOSTICS INCORPORATED By: * ----------------------------------------------- Kenneth W. Freeman, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001.
Signature Title --------- ----- * - ----------------------------------------------------- Chairman of the Board, Chief Executive Officer Kenneth W. Freeman And Director (principal executive officer) * - ----------------------------------------------------- Corporate Vice President and Chief Financial Robert A. Hagemann Officer (principal financial officer) * - ----------------------------------------------------- Vice President, Corporate Controller and Chief Thomas F. Bongiorno Accounting Officer (chief accounting officer) * Director - ----------------------------------------------------- Kenneth D. Brody * Director - ----------------------------------------------------- William F. Buehler - ----------------------------------------------------- Director Van C. Campbell - ----------------------------------------------------- Director Mary A. Cirillo * Director - ----------------------------------------------------- William R. Grant Director - ----------------------------------------------------- Dan C. Stanzione * Director - ----------------------------------------------------- Gail R. Wilensky * Director - ----------------------------------------------------- John B. Ziegler *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ------------------------------------------------ Leo Farrenkopf, Jr.
II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. QUEST DIAGNOSTICS HOLDINGS INCORPORATED By: * ----------------------------------------------- Kenneth W. Freeman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. QUEST DIAGNOSTICS CLINICAL LABORATORIES, INC. By: * ----------------------------------------------- Kenneth W. Freeman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. QUEST DIAGNOSTICS INCORPORATED (CA) By: * ----------------------------------------------- Kenneth W. Freeman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. QUEST DIAGNOSTICS INCORPORATED (MD) By: * ----------------------------------------------- Kenneth W. Freeman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. QUEST DIAGNOSTICS LLC By: * ----------------------------------------------- Kenneth W. Freeman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. QUEST DIAGNOSTICS INCORPORATED (MI) By: * ----------------------------------------------- Kenneth W. Freeman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. QUEST DIAGNOSTICS INCORPORATED (CT) By: * ----------------------------------------------- Kenneth W. Freeman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. QUEST DIAGNOSTICS INCORPORATED (MA) By: * ----------------------------------------------- Kenneth W. Freeman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. QUEST DIAGNOSTICS PENNSYLVANIA INC. By: * ----------------------------------------------- Kenneth W. Freeman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. QUEST DIAGNOSTICS INCORPORATED (OH) By: * ----------------------------------------------- Kenneth W. Freeman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. METWEST INC. By: * ----------------------------------------------- Kenneth W. Freeman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. NICHOLS INSTITUTE DIAGNOSTICS By: * ----------------------------------------------- Kenneth W. Freeman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. DPD HOLDINGS, INC. By: * ------------------------------------------- Kenneth W. Freeman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. DIAGNOSTICS REFERENCE SERVICES INC. By: * ------------------------------------------- Kenneth W. Freeman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-18 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. LABORATORY HOLDINGS INCORPORATED By: * --------------------------------------------- Kenneth W. Freeman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-19 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. PATHOLOGY BUILDING PARTNERSHIP By: Quest Diagnostics Incorporated (MD), General Partner By: * --------------------------------------------- Kenneth W. Freeman Title: Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Signature Title --------- ----- * - --------------------------------------------- Chief Executive Officer Kenneth W. Freeman (principal executive officer) * President and Director - --------------------------------------------- Surya N. Mohapatra * Vice President and Director - --------------------------------------------- Robert A. Hagemann *By: /s/ LEO FARRENKOPF, JR. Attorney-in-Fact ----------------------------------------- Leo Farrenkopf, Jr. II-20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. QUEST DIAGNOSTICS INVESTMENTS INCORPORATED By: /s/ PETER C. FULWEILER ----------------------------------------- Peter C. Fulweiler, President Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Signature Title --------- ----- /s/ PETER C. FULWEILER - ---------------------------------- President and Director Peter C. Fulweiler /s/ ROBERT S. GALEN Vice President and Director - ---------------------------------- Robert S. Galen /s/ LOUIS HEIDELBERGER Director - ---------------------------------- Louis Heidelberger II-21 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this amendment no. 1 to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 11, 2001. QUEST DIAGNOSTICS FINANCE INCORPORATED By: /s/ PETER C. FULWEILER ----------------------------------- Peter C. Fulweiler, President Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on July 11, 2001. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Signature Title --------- ----- /s/ PETER C. FULWEILER - ---------------------------------- President and Director Peter C. Fulweiler /s/ ROBERT S. GALEN Vice President and Director - ---------------------------------- Robert S. Galen /s/ LOUIS HEIDELBERGER Director - ---------------------------------- Louis Heidelberger II-22 EXHIBIT INDEX Exhibit Number Description of Exhibit ------ ---------------------- *1.2 Underwriting Agreement for Debt Securities. *1.3 Underwriting Agreement for Preferred Stock. *1.1 Underwriting Agreement for Common Stock. 3.1 Certificate of Incorporation of Quest Diagnostics Incorporated (filed as an exhibit to our registration statement on Form 10 (File No. 1-12215) and incorporated hereby by reference). 3.2 Amendment to Certificate of Incorporation of Quest Diagnostics Incorporated (filed as an exhibit to our proxy statement on Schedule 14A dated April 12, 2000 and incorporated herein by reference). 3.3 Amended and Rested By-Laws of Quest Diagnostics Incorporated (filed as an exhibit to our 2000 annual report on Form 10-K and incorporated herein by reference). 4.1 Form of Rights Agreement dated December 31, 1996 (the "Rights Agreement") between our company and Harris Trust and Savings Bank as Rights Agent (filed as an Exhibit to our registration statement on Form 10 (File No. 1-2215) and incorporated herein by reference). 4.2 Form of Amendment No. 1 effective as of July 1, 1999 to the Rights Agreement (filed as an exhibit to our current report on Form 8-K dated August 16, 1999 and incorporated herein by reference). 4.3 Form of Amendment No. 2 to the Rights Agreement (filed as an exhibit to our 1999 annual report on Form 10-K and incorporated herein by reference). 4.4 Indenture for senior debt securities, dated as of June 27, 2001 (filed as an exhibit to our current report on Form 8-K dated July 2, 2001 and incorporated herein by reference). 4.5 First Supplemental Indenture for senior debt securities, dated as of June 27, 2001 (filed as an exhibit to our current report on Form 8-K dated July 2, 2001 and incorporated herein by reference). 4.6 Form of Subordinated Indenture (filed as an exhibit to our registration statement on Form S-3 (File No. 333-54310) and incorporated herein by reference). 4.7 Form of Debt Security included in the First Supplemental Indenture (filed as an exhibit to our current report on Form 8-K dated July 2, 2001 and incorporated herein by reference) and included in the Form of Subordinated Indenture (filed as an exhibit to our registration statement on Form S-3 (File No. 333-54310) and incorporated herein by reference). *4.8 Certificate of Designation relating to preferred stock. *4.9 Depositary Agreement relating to preferred stock. *4.10 Depositary Receipt (included in the Depositary Agreement). 4.11 Form of Amendment No. 3 to the Rights Agreement (filed as an exhibit to our 2000 annual report on Form 10-K and incorporated herein by reference). +5.1 Opinion of Shearman & Sterling. *8.1 Opinion of Shearman & Sterling as to tax matters. +12.1 Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends. +23.1 Consent of Shearman & Sterling (included in Exhibit 5.1). *23.2 Consent of Shearman & Sterling (included in Exhibit 8.1). ++23.3 Consent of PricewaterhouseCoopers LLP, as independent accountants for Quest Diagnostics Incorporated. ++23.4 Consent of PricewaterhouseCoopers LLP, as independent accountants for SmithKline Beecham Clinical Laboratories, Inc. and Certain Related Affiliates. +24.1 Powers of Attorney (included on signature page). +25.1 Form T-1 Statement of Eligibility of the Senior Indenture Trustee. +25.2 Form T-1 Statement of Eligibility of the Subordinated Indenture Trustee. - --------------- * Executed versions of these documents will, if applicable, be filed by Current Report on Form 8-K after the issuance of the securities to which they relate. + Previously filed. ++ Filed herewith. EX-23.3 2 ex23-3tos3a_071101.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Amendment No. 1 to the Registration Statement on Form S-3 of our report dated January 24, 2001, except as to Note 18, which is as of February 21, 2001, relating to the financial statements and financial statement schedule, which appears in Quest Diagnostics Incorporated's Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the reference to us under the heading "Experts" in such Registration Statement. PricewaterhouseCoopers LLP New York, New York July 11, 2001 EX-23.4 3 ex23-4tos3a_071101.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Amendment No. 1 to the Registration Statement on Form S-3 of Quest Diagnostics Incorporated of our report dated March 15, 1999, except as to the last paragraph under the heading Basis of Presentation in Note 1 and the second paragraph of Note 12, for which the date is October 11, 2000, relating to the financial statements of SmithKline Beecham Clinical Laboratories, Inc. and Certain Related Affiliates, which report appears in Quest Diagnostics Incorporated's Current Report on Form 8-K dated October 11, 2000. We also consent to the reference to us under the heading "Experts" in such Registration Statement. PricewaterhouseCoopers LLP Philadelphia, Pennsylvania July 11, 2001 -----END PRIVACY-ENHANCED MESSAGE-----