<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
UNILAB CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
904763109
(CUSIP Number)
G. HOUSTON HALL
GHS MANAGEMENT, INC.
8235 DOUGLAS AVENUE, SUITE 420
DALLAS, TEXAS 75225
(214) 696-2700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 16, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
* Represents Amendment No. 1 for George Soros.
Continued on following page(s)
Page 1 of 11 Pages
Exhibit Index: None
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SCHEDULE 13D
CUSIP NO. 904763109 PAGE 2 OF 11 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GHS Management, Inc.
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
Texas
7 Sole Voting Power
Number of 2,010,400(1)
Shares
Beneficially 8 Shared Voting Power
Owned By 1,391,000(2)
Each
Reporting 9 Sole Dispositive Power
Person 2,010,400(1)
With
10 Shared Dispositive Power
1,391,000(2)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,401,400
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
9.74%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------
(1) Includes an aggregate of 765,800 shares of Common Stock held by Quasar
International Partners C.V. through its investment in GHS Partners LDC.
(2) Represents shares of Common Stock held for the account of Quantum
Partners LDC which were acquired at the direction of GHS.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 904763109 PAGE 3 OF 11 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
G. Houston Hall
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 3,401,400(3)
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,401,400(3)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,401,400(3)
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
9.74%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
(3) Mr. Hall shares voting and dispositive power with respect to an aggregate
of 3,401,400 shares of Common Stock managed by GHS Management, Inc. for
Falcon Fund, Ltd., GHS Partners LDC and an account of Quantum Partners
LDC.
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SCHEDULE 13D
CUSIP NO. 904763109 PAGE 4 OF 11 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James C. Smith
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 3,401,400(4)
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,401,400(4)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,401,400(4)
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
9.74%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
(4) Mr. Smith shares voting and dispositive power with respect to an
aggregate of 3,401,400 shares of Common Stock managed by GHS Management,
Inc. for Falcon Fund, Ltd., GHS Partners LDC and an account Quantum
Partners LDC.
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SCHEDULE 13D
CUSIP NO. 904763109 PAGE 5 OF 11 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in his capacity as the sole proprietor of Soros
Fund Management)
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 2,156,800(5)
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,156,800(5)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,156,800(5)
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
6.18%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
(5) Represents shares of Common Stock held, directly or indirectly, for
the accounts of Quasar International Partners C.V. and Quantum Partners
LDC which were acquired at the direction of GHS Management, Inc. Soros
Fund Management has the contractual authority to acquire voting and
dispositive power of such shares of Common Stock.
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 to Schedule 13D relates to shares of the common
stock (the "Common Stock") of Unilab Corporation (the "Issuer") and amends the
initial statement on Schedule 13D filed on May 7, 1993 and all prior amendments
thereto. The principal executive offices of the Issuer are located at 18448
Oxnard Street, Tarzana, CA 91356. This Amendment No. 2 represents Amendment No.
1 with respect to George Soros and contains certain information contained in the
previous filings as it is the first amendment to be filed on Edgar.
ITEM 2. IDENTITY AND BACKGROUND.
(i) This Amendment No. 2 is filed on behalf of each of GHS Management,
Inc., a Texas corporation ("GHS"), G. Houston Hall and James C. Smith. Messrs.
Hall and Smith are United States citizens. The present principal occupation or
employment of Messrs. Hall and Smith is the management of their personal
investments and those managed by GHS. Mr. Hall and Mr. Smith also serve as the
general partners of Falcon Fund, Ltd., a Texas limited partnership ("Falcon").
The principal business of GHS is investment and trading of capital stocks,
warrants, bonds, notes, debentures and other securities for funds it manages for
others.
GHS has sole investment authority with respect to shares of Common
Stock held by Falcon and GHS Partners LDC ("GHS Partners"). The shareholders in
GHS Partners include Quasar International Partners C.V. ("Quasar"). GHS also
makes recommendation with respect to shares of Common Stock held for the account
of Quantum Partners LDC ("Quantum Partners"), the operating subsidiary of
Quantum Fund N.V. ("Quantum"). Mr. Hall and Mr. Smith share investment
authority over the funds managed by GHS. The principal place of business for
Messrs. Hall and Smith and GHS Management, Inc. is 8235 Douglas Avenue, Suite
420, Dallas,Texas 75225.
During the past five years, none of GHS, Mr. Hall and Mr. Smith has
been (a) convicted in a criminal proceeding, or (b) a party to any civil
proceeding as a result of which it has been subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
(ii) This statement on Schedule 13D is also being filed on behalf of
Mr. George Soros in his capacity as sole proprietor of an investment advisory
firm conducting business under the name Soros Fund Management ("SFM"). The
statement relates to Common Stock acquired, directly and indirectly, for the
accounts of several "SFM Clients" (as defined herein) pursuant to investment
advisory contracts which vest discretionary authority in SFM, which authority
has been delegated with respect to a portion of the SFM Clients' portfolios to
GHS pursuant to investment management agreements with GHS. SFM has the
contractual authority to acquire the voting and dispositive power held by GHS
with respect to the shares held, directly or indirectly, for the account of the
SFM Clients by means of the termination of such investment management
agreements.
SFM is a sole proprietorship of which Mr. Soros is the sole proprietor.
It has its principal office at 888 Seventh Avenue, New York, New York 10106. Its
sole business is to serve, pursuant to contract, as the principal investment
manager or asset manager to several foreign investment companies, including
Quantum Partners and Quasar (the "SFM Clients"). SFM's contracts with
the SFM Clients generally provide that SFM is responsible for designing and
implementing the SFM Clients' overall investment strategy; for conducting direct
portfolio management strategies to the extent SFM determines that it is
appropriate to utilize its own portfolio management capabilities; for selecting,
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evaluating and monitoring other investment advisers who manage separate
portfolios on behalf of the SFM Clients; and for allocating and re-allocating
the SFM Clients' assets among them and itself. The principal occupation of Mr.
Soros, a U.S. citizen, is his direction of the activities of SFM, which is
carried out in his capacity as the sole proprietor of SFM at SFM's principal
office. Information concerning the identity and background of the Managing
Directors of SFM is set forth in Annex A hereto, which is incorporated by
reference in response to this Item 2.
During the past five years, Mr. Soros has not been (a)
convicted in a criminal proceeding, or (b) a party to any civil proceeding as a
result of which it has been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
Mr. Soros, together with Mr. Smith, Mr. Hall and GHS shall be
referred to collectively herein as the Reporting Persons.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 3,401,400 shares of Common Stock which may be deemed to be
beneficially owned by each of GHS, Mr. Hall and Mr. Smith (which shares were
acquired at the direction of GHS) were purchased for the accounts of each of
Falcon, GHS Partners and Quantum Partners in transactions effected in the
over-the-counter markets and in private transactions for an aggregate purchase
price of $17,693,628 (including brokerage commissions), which was expended from
the working capital of the SFM Clients for whom the shares were acquired.
The 2,156,800 shares of Common Stock which may be deemed to be
beneficially owned by Mr. Soros (which shares were acquired at the direction of
GHS and are included in the aggregate number listed above) represent 1,391,000
shares of Common Stock purchased for the account of Quantum Partners at the
direction of GHS and 765,800 shares attributable to Quasar by virtue of its
investment in GHS Partners. All of such shares of Common Stock were acquired in
transactions effected in the over-the-counter markets and in private
transactions for an aggregate purchase price of $11,281,032 (including
brokerage commissions), which was expended, directly or indirectly, from the
working capital of the respective SFM Clients.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Common Stock reported herein
as being beneficially owned by them solely for investment purposes. Depending on
their evaluation of the Issuer, other investment opportunities, market
conditions, and such other factors as each may deem material, the Reporting
Persons may seek to acquire additional shares of Common Stock in the open
market, in private transactions, or otherwise, or may dispose of all or a
portion of the shares of Common Stock.
Except as set forth above, none of the Reporting Persons has
any plans or proposals of the type referred to in clauses (a) through (j) of
Item 4 or Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of October 25, 1995, (i) each of GHS, Mr. Smith and Mr.
Hall may be deemed
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to own beneficially 3,401,400 shares of Common Stock (representing approximately
9.74% of the outstanding Common Stock) and (ii) Mr. Soros may be deemed to own
beneficially 2,156,800 shares of Common Stock held for the accounts of the SFM
Clients (representing approximately 6.18% of the outstanding Common Stock). Mr.
Soros expressly disclaims beneficial ownership of any shares of Common Stock
not owned, directly or indirectly, by the SFM Clients.
(b) Mr. Hall and Mr. Smith share the power to vote and dispose
of the Common Stock beneficially owned by GHS through its management of the
shares of Common Stock held by Falcon, GHS Partners and Quantum Partners.
(c) During the 60 days prior to and including the date of the
event which requires the filing of this Amendment No. 2, GHS effected the
following transactions, all of which were open market transactions effected
through third party brokers:
<TABLE>
<CAPTION>
TRANSACTION
DATE ACCOUNT TYPE SHARES PRICE/SHARE
---- ------- ----------- ------ -----------
<S> <C> <C> <C> <C>
8/24/95 GHS Buy 5,000 4.5050
9/21/95 GHS Buy 5,000 4.1650
10/16/95 GHS Buy 25,000 3.7500
10/18/95 GHS Buy 25,000 3.6250
10/24/95 GHS Buy 100,000 3.5000
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER.
In connection with the transfer of substantially all of its
assets to its operating subsidiary, Quantum Partners, Quantum's position in the
Issuer was transferred to Quantum Partners. The investment advisory contract
between Quantum and SFM, pursuant to which Quantum granted investment
discretion to SFM, includes Quantum Partners as a discretionary account client
of SFM.
Pursuant to an agreement between GHS and SFM, GHS provides
investment advice with respect to Quantum Partners' investment in the shares of
Common Stock. GHS receives certain incentive fees if SFM acts upon the offered
advice.
None of the Reporting Persons has any contracts, arrangements,
understandings or relationships (legal or otherwise) between themselves and any
person with respect to any securities of the Issuer other than the First Amended
and Restated Limited Partnership Agreement of Falcon, dated as of June 30, 1991,
pursuant to the terms of which Mr. Hall and Mr. Smith, as general partners,
share the power to manage the affairs of Falcon, including the right to vote the
shares of the Issuer and to dispose of such shares.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Form of First Amended and Restated Limited Partnership
Agreement of Falcon Fund, Ltd. dated as of June 30, 1991 (filed as Exhibit A
to Amendment No. 1 and incorporated by reference herein).
(b) Joint Filing Agreement dated November 30, 1993 among
GHS and Messrs. Soros, Hall and Smith (filed as Exhibit B to Amendment No. 1
and incorporated by reference herein).
(c) Power of Attorney dated December 11, 1991 executed by
George Soros appointing Sean C. Warren attorney-in- fact (filed as Exhibit C
to Amendment No. 1 and incorporated by reference herein).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: October 26, 1995 GHS MANAGEMENT, INC.
By: /s/ James F. Gallivan
---------------------------
Title: James F. Gallivan
Date: October 26, 1995 /s/ G. Houston Hall
------------------------------
G. Houston Hall
Date: October 26, 1995 /s/ James C. Smith
------------------------------
James C. Smith
Date: October 26, 1995 GEORGE SOROS
By: /s/ Sean C. Warren
---------------------------
Sean C. Warren
Attorney-in-Fact
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ANNEX A
The following is a list of all of the persons who serve as
Managing Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Donald H. Krueger
Elizabeth Larson
Jay Misra
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106.
During the past five years, none of the above-listed persons has been (i)
convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a
result of which any such persons has been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violations with
respect to such laws.
