-----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, Q7ZDyEScteUmxZjXDtEj2jHXXOdTy2FhNm8oXmjrIvc4nVH7zB/66LesE89SnccZ l7dkOtACTri8v2JHf/VYtw== 0000950123-96-000424.txt : 19960209 0000950123-96-000424.hdr.sgml : 19960209 ACCESSION NUMBER: 0000950123-96-000424 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960208 SROS: NONE GROUP MEMBERS: G. HOUSTON HALL GROUP MEMBERS: GHS MANAGEMENT, INC. GROUP MEMBERS: JAMES C. SMITH GROUP MEMBERS: SOROS GEORGE 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42855 FILM NUMBER: 96513497 BUSINESS ADDRESS: STREET 1: 18448 OXNARD ST CITY: TARZANA STATE: CA ZIP: 91356 BUSINESS PHONE: 8189667300 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: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 AMENDMENT #3 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* UNILAB CORPORATION (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 904763109 (CUSIP Number) G. Houston Hall GHS Management, Inc. 8235 Douglas Avenue, Suite 420 Dallas, Texas 75225 (214) 696-2700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 29, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following page(s) Page 1 of 11 Pages Exhibit Index: Page 10 2 SCHEDULE 13D CUSIP NO. 904763109 PAGE 2 OF 9 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GHS Management, Inc. 2 Check the Appropriate Box If a Member of a Group* a. / / b. /x/ 3 SEC Use Only 4 Source of Funds* WC 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / / 6 Citizenship or Place of Organization Texas 7 Sole Voting Power Number of 1,202,400(1) Shares Beneficially 8 Shared Voting Power Owned By 1,207,000(2) Each Reporting 9 Sole Dispositive Power Person 1,202,400(1) With 10 Shared Dispositive Power 1,207,000(2) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,409,400(1) 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 6.9% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------- (1) Includes an aggregate of 516,800 shares of Common Stock held by Quasar International Partners C.V. through its investment in GHS Partners LDC. (2) Represents shares of Common Stock held for the account of Quantum Partners LDC which were acquired at the direction of GHS. 3 SCHEDULE 13D CUSIP NO. 904763109 PAGE 3 OF 9 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person G. Houston Hall 2 Check the Appropriate Box If a Member of a Group* a. / / b. /x/ 3 SEC Use Only 4 Source of Funds* AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / / 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,409,400(3) Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,409,400(2) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,409,400(2) 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 6.9% 14 Type of Reporting Person* IN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------- (3) Mr. Hall shares voting and dispositive power with respect to an aggregate of 2,409,400 shares of Common Stock managed by GHS Management, Inc. for Falcon Fund, Ltd., GHS Partners LDC and an account of Quantum Partners LDC. 4 SCHEDULE 13D CUSIP NO. 904763109 PAGE 4 OF 9 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person James C. Smith 2 Check the Appropriate Box If a Member of a Group* a. / / b. /x/ 3 SEC Use Only 4 Source of Funds* AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / / 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,409,400(4) Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,409,400(4) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,409,400(3) 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 6.9% 14 Type of Reporting Person* IN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- (4) Mr. Smith shares voting and dispositive power with respect to an aggregate of 2,409,400 shares of Common Stock managed by GHS Management, Inc. for Falcon Fund, Ltd., GHS Partners LDC and an account Quantum Partners LDC. 5 SCHEDULE 13D CUSIP NO. 904763109 PAGE 5 OF 9 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros (in his capacity as the sole proprietor of Soros Fund Management) 2 Check the Appropriate Box If a Member of a Group* a. / / b. /x/ 3 SEC Use Only 4 Source of Funds* AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / / 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 1,723,800(5) Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,723,800(5) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,723,800(5) 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 4.94% 14 Type of Reporting Person* IN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- (5) Represents shares of Common Stock held, directly or indirectly, for the accounts of Quasar International Partners C.V. and Quantum Partners LDC which were acquired at the direction of GHS Management, Inc. Soros Fund Management has the contractual authority to acquire voting and dispositive power of such shares of Common Stock. 6 Page 6 of 11 Pages This Amendment No. 3 to Schedule 13D relates to shares of the common stock (the "Common Stock") of Unilab Corporation (the "Issuer") and amends the initial statement on Schedule 13D filed on May 7, 1993 and all prior amendments thereto (collectively, the "Initial Statement"). The principal executive offices of the Issuer are located at 18448 Oxnard Street, Tarzana, CA 91356. This Amendment No. 3 represents Amendment No. 2 with respect to George Soros. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Initial Statement. The information set forth in the Initial Statement is hereby amended as set forth herein. ITEM 2. IDENTITY AND BACKGROUND. (ii) Updated information concerning the identity and background of the Managing Directors of SFM is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of February 2, 1996, (i) each of GHS, Mr. Smith and Mr. Hall may be deemed to own beneficially 2,409,400 shares of Common Stock (representing approximately 6.9% of the outstanding Common Stock) and (ii) Mr. Soros may be deemed to own beneficially 1,723,800 shares of Common Stock held for the accounts of the SFM Clients (representing approximately 4.94% of the outstanding Common Stock). Mr. Soros expressly disclaims beneficial ownership of any shares of Common Stock not owned, directly or indirectly, by the SFM Clients. (c) A schedule identifying all transactions in the shares of Common Stock effected for the accounts of GHS and Quantum Partners since December 8, 1995 (sixty days prior to the date hereof) is included as Annex B hereto and is incorporated by referance in response to this Item 5 (c). (e) As a result of the transactions reflected in Item 5(c), George Soros no longer may be deemed the beneficial owner of more than five percent of the Shares. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Form of First Amended and Restated Limited Partnership Agreement of Falcon Fund, Ltd. dated as of June 30, 1991 (filed as Exhibit A to Amendment No. 1 and incorporated by reference herein). (b) Joint Filing Agreement dated November 30, 1993 among GHS and Messrs. Soros, Hall and Smith (filed as Exhibit B to Amendment No. 1 and incorporated by reference herein). (c) Power of Attorney dated October 27, 1994 executed by George Soros appointing Sean C. Warren attorney-in-fact. 7 Page 7 of 11 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 7, 1995 GHS MANAGEMENT, INC. By: /s/ James F. Gallivan ---------------------------- James F. Gallivan Date: February 7, 1995 /s/ G. Houston Hall -------------------------------- G. Houston Hall Date: February 7, 1995 /s/ James C. Smith -------------------------------- James C. Smith Date: February 7, 1995 GEORGE SOROS By: /s/ Sean C. Warren ---------------------------- Sean C. Warren, Attorney-in-Fact 8 Page 8 of 11 Pages ANNEX A The following is a list of all of the persons who serve as Managing Directors of Soros Fund Management ("SFM"): Scott K. H. Bessent Walter Burlock Stanley Druckenmiller Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Robert K. Jermain David N. Kowitz Elizabeth Larson Alexander C. McAree Paul McNulty Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Filiberto H. Verticelli Sean C. Warren Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM, and each has a business address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106. During the past five years, none of the above-listed persons has been (i) convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a result of which any such persons has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. 9 Page 9 of 11 Pages ANNEX B RECENT TRANSACTIONS IN COMMON STOCK OF UNILAB CORPORATION
For the Account of Date of Transaction Nature of Transaction Number of Shares Price per Share($) - ------------------ ------------------- --------------------- ---------------- ------------------ GHS 1/26/96 Sale 347,000 $2.521 1/29/96 Sale 400,000 $2.375 2/01/96 Sale 50,000 $2.265 2/02/96 Sale 11,000 $2.260 Quantum Partners 2/01/96 Sale 150,000 $2.265 LDC 2/02/96 Sale 34,000 $2.260 ========================================================================================================
10 Page 10 of 11 Pages INDEX OF EXHIBITS
EXHIBIT PAGE - ------- ---- A Power of Attorney dated October 27, 1994 granted by Mr. George Soros in favor of Mr. Sean Warren. 11
EX-24 2 POWER OF ATTORNEY 1 Page 11 of 11 Pages EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of executing in my name or in my personal capacity all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument this 27th day of October, 1994. /s/ George Soros --------------------------------- GEORGE SOROS -----END PRIVACY-ENHANCED MESSAGE-----