<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
January 29, 1996
(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).
Continued on following page(s)
Page 1 of 11 Pages
Exhibit Index: Page 10
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 904763109 PAGE 2 OF 9 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 1,202,400(1)
Shares
Beneficially 8 Shared Voting Power
Owned By 1,207,000(2)
Each
Reporting 9 Sole Dispositive Power
Person 1,202,400(1)
With
10 Shared Dispositive Power
1,207,000(2)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,409,400(1)
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
6.9%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------
(1) Includes an aggregate of 516,800 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 9 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 2,409,400(3)
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,409,400(2)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,409,400(2)
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
6.9%
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 2,409,400 shares of Common Stock managed by GHS
Management, Inc. for Falcon Fund, Ltd., GHS Partners LDC and an account
of Quantum Partners LDC.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 904763109 PAGE 4 OF 9 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 2,409,400(4)
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,409,400(4)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,409,400(3)
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
6.9%
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 2,409,400 shares of Common Stock managed by GHS
Management, Inc. for Falcon Fund, Ltd., GHS Partners LDC and an account
Quantum Partners LDC.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 904763109 PAGE 5 OF 9 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 1,723,800(5)
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,723,800(5)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,723,800(5)
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
4.94%
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.
<PAGE> 6
Page 6 of 11 Pages
This Amendment No. 3 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 (collectively, the "Initial Statement"). The principal executive offices
of the Issuer are located at 18448 Oxnard Street, Tarzana, CA 91356. This
Amendment No. 3 represents Amendment No. 2 with respect to George Soros.
Capitalized terms used herein but not defined herein shall have the meanings
assigned to them in the Initial Statement. The information set forth in the
Initial Statement is hereby amended as set forth herein.
ITEM 2. IDENTITY AND BACKGROUND.
(ii) Updated 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of February 2, 1996, (i) each of GHS, Mr. Smith and Mr.
Hall may be deemed to own beneficially 2,409,400 shares of Common Stock
(representing approximately 6.9% of the outstanding Common Stock) and (ii) Mr.
Soros may be deemed to own beneficially 1,723,800 shares of Common Stock held
for the accounts of the SFM Clients (representing approximately 4.94% 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.
(c) A schedule identifying all transactions in the shares of
Common Stock effected for the accounts of GHS and Quantum Partners since
December 8, 1995 (sixty days prior to the date hereof) is included as Annex B
hereto and is incorporated by referance in response to this Item 5 (c).
(e) As a result of the transactions reflected in Item
5(c), George Soros no longer may be deemed the beneficial owner of more
than five percent of the Shares.
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 October 27, 1994 executed by George
Soros appointing Sean C. Warren attorney-in-fact.
<PAGE> 7
Page 7 of 11 Pages
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: February 7, 1995 GHS MANAGEMENT, INC.
By: /s/ James F. Gallivan
----------------------------
James F. Gallivan
Date: February 7, 1995 /s/ G. Houston Hall
--------------------------------
G. Houston Hall
Date: February 7, 1995 /s/ James C. Smith
--------------------------------
James C. Smith
Date: February 7, 1995 GEORGE SOROS
By: /s/ Sean C. Warren
----------------------------
Sean C. Warren, Attorney-in-Fact
<PAGE> 8
Page 8 of 11 Pages
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
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
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.
<PAGE> 9
Page 9 of 11 Pages
ANNEX B
RECENT TRANSACTIONS IN COMMON STOCK
OF
UNILAB CORPORATION
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price per Share($)
- ------------------ ------------------- --------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
GHS 1/26/96 Sale 347,000 $2.521
1/29/96 Sale 400,000 $2.375
2/01/96 Sale 50,000 $2.265
2/02/96 Sale 11,000 $2.260
Quantum Partners 2/01/96 Sale 150,000 $2.265
LDC 2/02/96 Sale 34,000 $2.260
========================================================================================================
</TABLE>
<PAGE> 10
Page 10 of 11 Pages
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
A Power of Attorney dated October 27, 1994 granted by
Mr. George Soros in favor of Mr. Sean Warren. 11
</TABLE>
<PAGE> 1
Page 11 of 11 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and
appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of
executing in my name or in my personal capacity all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder, including: (1) all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without
limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and
any amendments thereto, (b) any joint filing agreements pursuant to Rule
13d-1(f) and (c) any initial statements of, or statements of changes in,
beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 27th day of October,
1994.
/s/ George Soros
---------------------------------
GEORGE SOROS
