SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 2, 2002
Quest Diagnostics Incorporated
(Exact name of Registrant as specified in its charter)
Delaware 1-12215 16-1387862
(State or other jurisdiction Commission File Number (I.R.S. Employer
of incorporation) Identification Number)
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One Malcolm Avenue
Teterboro, New Jersey 07608
(201) 393-5000
(Address of principal executive offices and telephone number,
including area code)
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Item 5. Other Events and Regulation FD Disclosure.
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On April 2, 2002, Quest Diagnostics Incorporated, a Delaware corporation
("Quest Diagnostics"), issued a press release announcing that it had entered
into (i) an Agreement and Plan of Merger, dated as of April 2, 2002, with Unilab
Corporation, a Delaware corporation, and Quest Diagnostics Newco Incorporated, a
Delaware corporation and wholly-owned subsidiary of Quest Diagnostics ("Merger
Sub"), and (ii) a Stockholders Agreement, dated as of April 2, 2002, with Kelso
Investment Associates VI, L.P., KEP VI, LLC and Merger Sub. Copies of the
Agreement and Plan of Merger, the press release and the Stockholders Agreement
are attached hereto as Exhibits 2.1, 99.1 and 99.2, respectively, and Quest
Diagnostics hereby incorporates such exhibits herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Document Description
2.1 Agreement and Plan of Merger, dated as of April 2,
2002, among Quest Diagnostics Incorporated, Quest
Diagnostics Newco Incorporated and Unilab Corporation.
99.1 Joint Quest Diagnostics Incorporated and Unilab
Corporation Press Release, dated April 2, 2002.
99.2 Stockholders Agreement, dated as of April 2, 2002,
between Quest Diagnostics Incorporated, Quest
Diagnostics Newco Incorporated, Kelso Investment
Associates VI, L.P. and KEP VI, LLC.
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: April 2, 2002
QUEST DIAGNOSTICS INCORPORATED
By:
\s\ Leo C. Farrenkopf, Jr.
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Name: Leo C. Farrenkopf, Jr.
Title: Vice President and Secretary
EXHIBIT INDEX
Exhibit No. Document Description
2.1 Agreement and Plan of Merger, dated as of April 2, 2002,
among Quest Diagnostics Incorporated, Quest Diagnostics
Newco Incorporated and Unilab Corporation.
99.1 Joint Quest Diagnostics Incorporated and Unilab
Corporation Press Release, dated April 2, 2002.
99.2 Stockholders Agreement, dated as of April 2, 2002,
between Quest Diagnostics Incorporated, Quest
Diagnostics Newco Incorporated, Kelso Investment
Associates VI, L.P. and KEP VI, LLC.