SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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UNILAB CORPORATION
(Name of Subject Company)
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QUEST DIAGNOSTICS NEWCO INCORPORATED
QUEST DIAGNOSTICS INCORPORATED
(Offeror)
(Names of Filing Persons(identifying status as offeror, issuer or other person))
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
904763208
(CUSIP Number of Class of Securities)
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LEO C. FARRENKOPF, JR.
QUEST DIAGNOSTICS INCORPORATED
VICE PRESIDENT AND SECRETARY
ONE MALCOLM AVENUE
TETERBORO, NEW JERSEY 07608
(201) 393-5000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
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COPY TO:
STEPHEN T. GIOVE
CLARE O'BRIEN
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. Check the appropriate boxes
to designate any transactions to which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO (this "Schedule TO") filed by Quest Diagnostics Incorporated, a
Delaware corporation ("Quest Diagnostics"), and Quest Diagnostics Newco
Incorporated ("Purchaser"), a Delaware corporation and a wholly owned subsidiary
of Quest Diagnostics, on May 15, 2002, as amended by Amendment No. 1 on June 7,
2002. This Schedule TO relates to the offer by Quest Diagnostics, through
Purchaser, to exchange all outstanding shares of common stock, par value $.01
per share ("Shares"), of Unilab Corporation, a Delaware corporation (the
"Company"), for, at the election of the holder thereof, (i) 0.3256 of a share of
common stock, par value $.01 per share, of Quest Diagnostics ("Quest Diagnostics
Shares") or (ii) $26.50 in cash, without interest, upon the terms and subject to
the conditions set forth in the Prospectus, dated May 15, 2002, as amended on
June 7, 2002 and June 24, 2002 (the "Prospectus"), and in the related Letter of
Election and Transmittal (together, the Prospectus and the Letter of Election
and Transmittal, with any amendments or supplements thereto, collectively
constitute the "Offer").
The information set forth in the Prospectus and the related Letter of
Election and Transmittal is incorporated herein by reference in response to
Items 1-11 of this Schedule TO.
ITEM 11. ADDITIONAL INFORMATION
Quest Diagnostics amended the Prospectus referred to in Exhibit (a)(1)
of Amendment No. 1 to the Schedule TO dated June 7, 2002 and such amended
Prospectus is attached hereto as Exhibit (a)(1). Quest Diagnostics also issued a
press release contained in Exhibit (a)(2) hereto. Quest Diagnostics obtained a
$450 million term loan commitment contained in Exhibit (b)(2) hereto. In
addition, opinions of tax counsel to be received by Quest Diagnostics and the
Company if the offer and the merger are effected as a tax-free transaction for
United States federal income tax purposes are attached as Exhibits (h)(1) and
(h)(2) hereto.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Prospectus, dated June 24, 2002 (incorporated herein by reference to
Quest Diagnostics' Registration Statement on Form S-4, as amended on
June 24, 2002).
(a)(2) Press Release, dated June 18, 2002 (incorporated herein by reference
to Quest Diagnostics' Form 425 filed on June 18, 2002).
(b)(2) Term Loan Credit Agreement, dated as of June 21, 2002, among Quest
Diagnostics Incorporated, as Borrower, certain subsidiary guarantors of
Quest Diagnostics, each of the Lenders party thereto and Bank of
America, N.A., as Administrative Agent (incorporated herein by
reference to Exhibit 99.12 of Quest Diagnostics' Registration Statement
on Form S-4 filed with the Commission on June 24, 2002, File No.
333-88330).
(h)(1) Tax Opinion of Shearman & Sterling regarding the United States federal
income tax aspects of the offer and the merger (incorporated herein by
reference to Exhibit 8.1 to Quest Diagnostics' Registration Statement
on Form S-4, as amended on June 24, 2002).
(h)(2) Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
United States federal income tax aspects of the offer and the merger
(incorporated herein by reference to Exhibit 8.2 to Quest Diagnostics'
Registration Statement on Form S-4, as amended on June 24, 2002).
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
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After due 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: June 24, 2002
QUEST DIAGNOSTICS NEWCO INCORPORATED
By: /S/ LEO C. FARRENKOPF, JR.
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Name: Leo C. Farrenkopf, Jr.
Title: Vice President and Secretary
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After due 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: June 24, 2002
QUEST DIAGNOSTICS INCORPORATED
By: /S/ LEO C. FARRENKOPF, JR.
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Name: Leo C. Farrenkopf, Jr.
Title: Vice President and Secretary
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EXHIBIT INDEX
EXHIBIT
NO.
(a)(1) Prospectus, dated June 24, 2002 (incorporated herein by reference to
Quest Diagnostics' Registration Statement on Form S-4, as amended on
June 24, 2002).
(a)(2) Press Release, dated June 18, 2002 (incorporated herein by reference
to Quest Diagnostics' Form 425 filed on June 18, 2002).
(b)(2) Term Loan Credit Agreement, dated as of June 21, 2002, among Quest
Diagnostics Incorporated, as Borrower, certain subsidiary guarantors of
Quest Diagnostics, each of the Lenders party thereto and Bank of
America, N.A., as Administrative Agent (incorporated herein by
reference to Exhibit 99.12 of Quest Diagnostics' Registration Statement
on Form S-4 filed with the Commission on June 24, 2002, File No.
333-88330).
(h)(1) Tax Opinion of Shearman & Sterling regarding the United States federal
income tax aspects of the offer and the merger (incorporated herein by
reference to Exhibit 8.1 to Quest Diagnostics' Registration Statement
on Form S-4, as amended on June 24, 2002).
(h)(2) Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
United States federal income tax aspects of the offer and the merger
(incorporated herein by reference to Exhibit 8.2 to Quest Diagnostics'
Registration Statement on Form S-4, as amended on June 24, 2002).
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