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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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UNILAB CORPORATION
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
904763109
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(CUSIP Number)
Elizabeth P. Knauss, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 10, 1997, April 13, 1997
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(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 / /.
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 disclosures 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).
Page 1 of 6 Pages
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SCHEDULE 13D
CUSIP No. 904763109 13D Page 2 of 5 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Andrew H. Baker
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
OO, PF
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
U.S.
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Number of Shares (7) Sole Voting
Beneficially Owned Power 2,698,159
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 18,069 held by spouse
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(9) Sole Dispositive
Power 2,698,159
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(10) Shared Dispositive
Power 18,069 held by spouse
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,716,228
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
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(13) Percent of Class Represented by Amount in Row (11)
6.7%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATATION.
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Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER
Class of Securities: Common Stock, $.01 par value per share (the
"Common Stock")
Issuer: Unilab Corporation (the "Issuer"), 18448 Oxnard Street,
Tarzana, California 91356
ITEM 2. IDENTITY AND BACKGROUND
(a) Reporting Person: Andrew H. Baker ("Reporting Person")
(b) Residence Address: 636 Winding Hollow Drive, Franklin Lakes,
NJ 07417
(c) Principal Occupation or Employment: President, Hartill, Ltd.
401 Hackensack Avenue, Hackensack, NJ 07601
(d) Criminal Convictions: None.
(e) Civil Adjudication of Violation of Securities Laws: None.
(f) Citizenship: United States Permanent Alien; citizen of
United Kingdom
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person purchased 533,333 shares of Common Stock of
the issuer on April 3, 1997 from the Issuer at an aggregate
purchase price of $300,000.
500,000 restricted shares of the Common Stock were granted to the
Reporting Person on January 20, 1997, in lieu of his rights and
payment under the Issuer's Executive Retirement Plan.
Options held by the Reporting Person to purchase
135,000 shares of the Common Stock granted in October 1992, January
1995 and February 1996, vested as of January 20, 1997, in
connection with the Reporting Person stepping down as the Issuer's
Chairman, CEO and President.
ITEM 4. PURPOSE OF TRANSACTION
For investment purposes.
The Reporting Person purchased 533,333 shares of Common Stock of
the Issuer on April 3, 1997 from the Issuer at an aggregate
purchase price of $300,000. The shares were purchased in
connection with an understanding pertaining to a certain loan in
the principal amount of $300,000 made to the Reporting Person by a
bank, guaranteed by the Issuer and due April 15, 1997. The Issuer
has agreed to pay the outstanding amount of the loan to the bank on
April 15, 1997 under the terms of its guarantee and in
consideration thereof, the Reporting Person
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Page 4 of 6 Pages
agreed to execute a promissory note for $300,000 payable to the
Issuer, bearing interest at a rate of 6% with principal payable in
five years (the "Loan") and to purchase such shares of Common
Stock. In addition, the Loan is secured by the 533,333 shares as
well as the Restricted Shares.
(d) As of January 20, 1997, the Reporting Person stepped down as
the Issuer's Chairman, Chief Executive Officer and President. This
event is fully described in Exhibit A, a letter from the Issuer to
the Reporting Person dated January 20, 1997.
Except as described in this Item 4, the Reporting Person does not
have any plan or proposal relating to, or which would result in,
any of the events described in (a) to (j) of the instructions to
Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Beneficial Ownership by the Reporting Person:
Aggregate number of shares: 2,716,228
(including 540,000 shares subject to
purchase pursuant to options)
Percentage: 6.7%
Number of Shares
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(b) Sole Voting Power: 2,698,159
Shared Voting Power: 18,069
Sole Dispositive Power: 2,698,159
Shared Dispositive Power: 18,069
18,069 shares are held by the Reporting Person's spouse,
Susan Baher. The following is the information requested by
Item 2:
Residence Address: 636 Winding Hollow Drive
Franklin Lakes, New Jersey 07417
Principal Occupation or Employment: Housewife
Criminal Convictions: None
Civil Adjudication of Violation of Securities Laws: None
Citizenship: United States
(c) 533,333 shares purchased on April 13, 1997 at $5.625 per share
from Issuer.
(d) and (e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
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Page 5 of 6 Pages
The Reporting Person purchased 533,333 shares of Common Stock of
the Issuer on April 3, 1997 from the Issuer at an aggregate
purchase price or $300,000. The shares were purchased in
connection with an understanding pertaining to a certain loan in
the principal amount of $300,000 made to the Reporting Person by a
bank, guaranteed by the Issuer and due April 15, 1997. The Issuer
has agreed to pay the outstanding amount of the loan to the bank on
April 15, 1997 under the terms of its guarantee and in
consideration thereof, the Reporting Person agreed to execute a
promissory note for $300,000 payable to the Issuer, bearing
interest at a rate of 6% with principal payable in five years (the
"Loan") and to purchase such shares of Common Stock. In addition,
the Loan is secured by the 533,333 shares as well as the Restricted
Shares.
The 500,000 Restricted Shares of the Common Stock, listed in Item 3
above, may not be sold or exchanged until the earliest to occur of
(1) repayment in full of the Loan, (2) a change of control of the
Issuer, (3) the Reporting Person reaches the age of 65, or (4) upon
the death or disability of the Reporting Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Letter from the Issuer to the Reporting Person dated
January 20, 1997, hereby incorporated by reference to the Form 10-K
of the Issuer dated December 31, 1997 and filed with the Securities
and Exchange Commission on March 28, 1997 (SEC File # 001-11839).
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Page 6 of 6 Pages
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.
Date: April 16, 1997 By: /s/ Andrew H. Baker
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Andrew H. Baker
