<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
UNILAB CORPORATION
---------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 20, 1997
---------------------------------------
(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 7 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 904763109 PAGE 2 OF 7 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 -0-
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person -0-
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*[ ]
13 Percent of Class Represented By Amount in Row (11)
0.0%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 904763109 PAGE 3 OF 7 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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*[ ]
13 Percent of Class Represented By Amount in Row (11)
0.0%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 904763109 PAGE 4 OF 7 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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*[ ]
13 Percent of Class Represented By Amount in Row (11)
0.0%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
Page 5 of 7 Pages
This Amendment No. 4 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.
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 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of January 22, 1997, each of GHS, Mr. Smith and Mr. Hall
may be deemed to own beneficially 0 shares of Common Stock (representing 0.0%
of the outstanding Common Stock).
(c) A schedule identifying all transactions in the Shares
effected for the accounts of GHS during the past sixty days is included as
Annex A hereto and is incorporated by reference in response to this Item 5(c).
(e) As a result of the sale of transactions reflected in Item
5(c), GHS ceased to be 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).
<PAGE> 6
Page 6 of 7 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: January 24, 1997 GHS MANAGEMENT, INC.
By: /s/ James F. Gallivan
--------------------------------
James F. Gallivan
Date: January 24, 1997 /s/ G. Houston Hall
--------------------------------
G. Houston Hall
Date: January 24, 1997 /s/ James C. Smith
--------------------------------
James C. Smith
<PAGE> 7
Page 7 of 7 Pages
ANNEX A
RECENT TRANSACTIONS IN COMMON STOCK
OF
UNILAB CORPORATION
<TABLE>
<CAPTION>
Price
For the Date of Nature of Number of per
Account of Transaction Transaction Shares Share($)
------------ ----------- ----------- ---------- --------
<S> <C> <C> <C> <C>
GHS 1/20/97 Sale 350,600 $0.3793
1/21/97 Sale 360,800 $0.3716
1/22/97 Sale 461,000 $0.3713
</TABLE>
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