0000899140-99-000575.txt : 19991201 0000899140-99-000575.hdr.sgml : 19991201 ACCESSION NUMBER: 0000899140-99-000575 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991123 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991130 FILER: 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: 0326 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22758 FILM NUMBER: 99766357 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 8-K 1 CURRENT REPORT ON FORM 8-K 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): November 23, 1999 ----------------- UNIlAB CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-22758 95-4415490 -------- --------- ---------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 18448 Oxnard Street Tarzana, California 91356 ------------------- ----- (Address of principal executive offices) Zip Code Registrant's telephone number, including area code: (818) 996-7300 -------------- Item 1. Changes in Control of Registrant -------------------------------- On November 23, 1999, Unilab Corporation (the "Company") and UC Acquisition Sub, Inc. ("UC Acquisition Sub"), an affiliate of Kelso & Company, consummated a merger of UC Acquisition Sub with and into the Company (the "Merger"), with the Company as the surviving corporation. The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of May 24, 1999 between the Company and UC acquisition Sub, as amended July 8, 1999, July 30, 1999 and August 10, 1999 (the "Merger Agreement"). As a result of the Merger, each issued and outstanding share of common stock, par value $.01 per share, of the Company (other than shares owned by certain specified holders which are to remain outstanding) has been converted into the right to receive $5.85 in cash. Additional information regarding the Merger, including a description thereof and other matters, is included in the Company's Proxy Statement on Schedule 14A which was filed with the Securities and Exchange Commission on October 26, 1999 and supplemented on November 16, 1999 (the "Proxy Statement") and provided to the Company's stockholders. The Proxy Statement is hereby incorporated by reference in this Current Report on Form 8-K. A portion of consideration paid in the Merger was obtained through loans from Bankers Trust Company (as administrative agent) and Merrill Lynch Capital Corporation (as syndication agent) . The commitments for such loans are described in the Proxy Statement. A copy of the joint press release issued by the Company and UC Acquisition Sub on November 23, 1999 in respect of the consummation of the Merger is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits --------------------------------- (a) Financial Statements of business acquired: None (b) Pro Forma Financial Information: None (c) Exhibits: 99.1 Joint Press Release issued by the Company and UC Acquisition Sub on November 23, 1999. -2- SIGNATURES 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. UNILAB CORPORATION Dated: November 30, 1999 By: /s/ Mark L. Bibi ------------------------------ Name: Mark L. Bibi Title: Executive Vice President, Secretary and General Counsel -3- EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Joint Press Release issued by the Company and UC Acquisition Sub on November 23, 1999. -4- EX-99.1 2 JOINT PRESS RELEASE ---------------------------------------------------- PRESS RELEASE UNILAB CORPORATION (AMEX:ULB) 18448 Oxnard Street Tarzana, CA 91356 www.Unilab.com ---------------------------------------------------- For Further Information: Melissa Mahoney Phone: (818) 758-6607 e-mail: IRelations@Unilab.com IMMEDIATE RELEASE November 23, 1999 UNILAB CORPORATION ANNOUNCES CLOSING OF MERGER TARZANA, CA, November 23, 1999 -- Unilab Corporation (NASDAQ-AMEX: ULB) announced that it today closed its merger with UC Acquisition Sub, Inc., an affiliate of Kelso & Company. As a result of the merger, each outstanding share of Unilab common stock (other than shares held by certain specified holders which are to remain outstanding) was converted into the right to receive $5.85 in cash. Unilab also announced that it today accepted for payment the approximately $119.5 million principal amount of its 11% Senior Notes due 2006 that had been validly tendered and not withdrawn in Unilab's outstanding tender offer. The purchase price for the notes accepted for payment (exclusive of the $30 consent fee) is $1,082.80 per $1,000 principal amount of notes. Unilab Corporation is the largest provider of clinical laboratory testing services in California through its primary testing facilities in Los Angeles, San Jose and Sacramento and over 300 regional service and testing facilities located throughout the state. # # #