SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 1, 2002
QUEST DIAGNOSTICS INCORPORATED
(Exact name of Registrant as specified in its charter)
One Malcolm Avenue
Teterboro, NJ 07608
(201) 393-5000
(Address of principal executive offices and telephone number)
Commission file number: 1-12215
DELAWARE
(State of Incorporation)
16-1387862
(I.R.S. Employer Identification Number)
Item 5. Other Events.
On April 1, 2002, Quest Diagnostics Incorporated ("Quest
Diagnostics") completed its previously announced acquisition of American Medical
Laboratories, Incorporated ("AML"). The all-cash transaction is valued at
approximately $500 million, including the assumption of approximately $160
million in debt, which was retired in connection with the closing. The
acquisition was financed with borrowings under Quest Diagnostics' revolving
credit facilities and approximately $30 million in cash on hand. The press
release announcing the completion of the acquisition is attached hereto as
Exhibit 99.1.
As part of the acquisition, Quest Diagnostics has acquired
AML's subsidiaries, AML, Inc., Medical Laboratories Corporation, APL Healthcare
Group, Inc. and APL Properties Limited Company (collectively, together with AML,
the "AML Entities"), as well as LabPortal, Inc.
Unrelated to the AML acquisition, on April 4, 2002, Quest
Diagnostics Incorporated (MA), a subsidiary of Quest Diagnostics, merged into
Quest Diagnostics LLC (MA), a newly organized subsidiary of Quest Diagnostics;
and Quest Diagnostics of Connecticut Incorporated (CT), a subsidiary of Quest
Diagnostics, transferred all of its assets to Quest Diagnostics LLC (CT), a
newly organized subsidiary of Quest Diagnostics. The new limited liability
companies (Quest Diagnostics LLC (CT) and Quest Diagnostics LLC (MA)) are
collectively referred to as the "New Quest Diagnostics Entities".
Each of the AML entities and the New Quest Diagnostics
Entities (collectively, the "Additional Subsidiary Guarantors") has executed the
Third Supplemental Indenture, dated as of April 4, 2002 (the "Third Supplemental
Indenture"), among Quest Diagnostics, the Additional Subsidiary Guarantors and
The Bank of New York, as trustee (the "Trustee"), to an indenture dated as of
June 27, 2001 (the "Base Indenture") among Quest Diagnostics, the subsidiary
guarantors named therein and the Trustee, as supplemented by the First
Supplemental Indenture dated as of June 27, 2001 (the "First Supplemental
Indenture"), and as supplemented by the Second Supplemental Indenture dated as
of November 26, 2001 (the "Second Supplemental Indenture," and together with the
Base Indenture and the First Supplemental Indenture, the "Indenture"), pursuant
to which the Additional Subsidiary Guarantors have become guarantors of Quest
Diagnostics' 1.75% Contingent Convertible Debentures due 2021, 6 3/4% Senior
Notes due 2006 and 7 1/2% Senior Notes due 2011. The 6 3/4% Senior Notes due
2006 and the 7 1/2% Senior Notes due 2011 were issued under the Base Indenture
as supplemented by the First Supplemental Indenture and the 1.75% Contingent
Convertible Debentures due 2021 were issued under the Base Indenture as
supplemented by both the First Supplemental Indenture and the Second
Supplemental Indenture. The Base Indenture and the First Supplemental Indenture
were filed as Exhibits 4.3 and 4.4, respectively, to Quest Diagnostics' Form 8-K
filed on July 2, 2001. The Second Supplemental Indenture was filed as an exhibit
to Quest Diagnostics' current report on Form 8-K filed on November 27, 2001. The
Third Supplemental Indenture is attached hereto as Exhibit 4.1.
In addition, by execution of joinder agreements the
Additional Subsidiary Guarantors have become guarantors of Quest Diagnostics'
indebtedness under the credit agreement dated as of June 27, 2001 (the "Credit
Agreement") among Quest Diagnostics, the
subsidiary guarantors named therein and the lenders named therein; and the New
Quest Diagnostics Entities have become subsidiary sellers under the Receivables
Sale Agreement dated as of July 21, 2000 (the "Receivables Sale Agreement")
among Quest Diagnostics, the subsidiary sellers named therein and Quest
Diagnostics Receivables Inc. The Credit Agreement was filed as an exhibit to
Quest Diagnostics' current report on Form 8-K filed on July 2, 2001. The
Receivables Sale Agreement was filed as an exhibit to Quest Diagnostics'
quarterly report on Form 10-Q for the quarter ended June 30, 2000.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed as part of this report
on Form 8-K:
4.1 Third Supplemental Indenture, dated as of April 4,
2002, among Quest Diagnostics, the Additional
Subsidiary Guarantors and the Trustee.
99.1 Quest Diagnostics press release dated April 1, 2002.
SIGNATURE
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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.
QUEST DIAGNOSTICS INCORPORATED
Date: April 12, 2002 By: /s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name: Leo C. Farrenkopf, Jr.
Title: Vice President, Secretary, and
Deputy General Counsel
EXHIBIT INDEX
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Exhibit No. Description
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4.1 Third Supplemental Indenture, dated as of April 4, 2002, among
Quest Diagnostics, the Additional Subsidiary Guarantors, and
the Trustee.
99.1 Quest Diagnostics press release dated April 1, 2002.