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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. 17)
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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. 17 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, Amendment No. 2 on June 24, 2002, Amendment No. 3 on July 2, 2002,
Amendment No. 4 on July 11, 2002, Amendment No. 5 on July 17, 2002, Amendment
No. 6 on July 19, 2002, Amendment No. 7 on July 31, 2002, Amendment No. 8 on
August 14, 2002, Amendment No. 9 on August 28, 2002, Amendment No. 10 on
September 12, 2002, Amendment No. 11 on September 20, 2002, Amendment No. 12 on
September 26, 2002, Amendment No. 13 on October 10, 2002, Amendment No. 14 on
October 24, 2002, Amendment No. 15 on November 7, 2002 and Amendment No. 16 on
November 21, 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, June 24, 2002 and July 11, 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 issued a press release announcing that it was in
discussions with Unilab Corporation to amend the terms of their previously
announced merger agreement, and such press release is attached hereto as Exhibit
(a)(17). The information set forth in the press release is incorporated in its
entirety herein by reference.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS
(a)(17) Press Release, dated December 2, 2002 (incorporated herein by
reference to Quest Diagnostics' Form 425 filed on December 2, 2002).
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
1
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: December 2, 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
2
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: December 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
3
EXHIBIT INDEX
EXHIBIT
NO.
(a)(17) Press Release, dated December 2, 2002 (incorporated herein
by reference to Quest Diagnostics' Form 425 filed on December
2, 2002).