UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________________________________________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
UNILAB CORPORATION
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
904763-10-9
(CUSIP Number)
Raymond C. Marier, Esq.
MetPath Inc.
450 Park Avenue, Suite 2603
New York, NY 10022
Telephone: (212) 832-5000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Alfred J. Ross, Jr., Esq.
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 848-4000
Check the following box if a fee is being paid with this
statement X .
<PAGE>
Item 1. Issuer
This Statement on Schedule 13G (this "Statement")
relates to the Common Stock, par value $.01 per share, of Unilab
Corporation (the "Issuer"), a Delaware corporation with its
principal executive offices located at 18448 Oxnard Street,
Tarzana, CA 91356.
Item 2. Person Filing and Securities
This Statement is being filed by Corning Incorporated,
a New York corporation ("Corning"), with its principal business
office located at One Riverfront Plaza, Corning, NY 14831, and
by MetPath Inc., a Delaware corporation ("MetPath", formerly
Corning Lab Services Inc.), with its principal business office
located at 450 Park Avenue, Suite 2603, New York, NY 10022.
The class of equity securities to which this Statement
relates is the Common Stock, par value $.01 per share (the
"Common Stock") of the Issuer (CUSIP No. 904763-10-9).
Item 3. Person Filing Pursuant to Rule 13d-1(b) or 13d-2(b)
Not applicable.
Item 4. Ownership
Corning is a publicly-owned corporation and
beneficially owns shares of Common Stock through its wholly-owned
subsidiary, MetPath. As of December 31, 1993, MetPath
beneficially owned 3,805,000 shares of Common Stock consisting of
(i) 3,100,000 shares received pursuant to an Agreement and Plan
of Merger and Reorganization dated as of January 19, 1993 among
Corning, Corning Lab Services Inc., UL Sub, Inc., Issuer, MetWest
Inc. and MetCal Inc.; (ii) immediately exercisable warrants to
purchase 185,000 shares at $2.00 per share, expiring September 1,
1994; (iii) immediately exercisable options to purchase 20,000
shares at $2.00 per share, expiring March 8, 2000; and (iv)
immediately exercisable warrants to purchase 500,000 shares at
$6.00 per share, expiring January 4, 1996.
Based on the number of shares of Common Stock
outstanding as of December 31, 1993 (33,200,564, according to the
Issuer), the aggregate number of 3,805,000 shares of Common Stock
beneficially owned by MetPath would constitute approximately
11.5% of the outstanding shares of Common Stock.
<PAGE>
MetPath has the sole power to vote and dispose of the
Common Stock which it beneficially owns, except for 110,000
shares which are subject to warrant exercise agreements with two
former MetPath employees, James J. Lawrence and Richard A.
Michaelsen. MetPath has granted such employees the right, upon
payment to MetPath of the exercise price of $2.00 per share, to
cause MetPath to purchase in their respective names up to 75,000
(with respect to Mr. Lawrence) and 35,000 (with respect to Mr.
Michaelsen) shares of Common Stock, pursuant to the terms of
MetPath's warrants expiring September 1, 1994. In addition,
MetPath holds 300,000 shares of non-voting convertible preferred
stock of Issuer, redeemable at the sole option of Issuer any time
from and after September 10, 1998.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the
Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
<PAGE>
SIGNATURE
After reasonable 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: February 11, 1994 METPATH INC.
By: /s/RAYMOND C. MARIER
Name: Raymond C. Marier
Title: Sr. Vice President
<PAGE>
SIGNATURE
After reasonable 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: February 11, 1994 CORNING INCORPORATED
By: /s/A. JOHN PECK, JR.
Name: A. John Peck, Jr.
Title: Secretary
