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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 23, 1999
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UNIlAB CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-22758 95-4415490
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
18448 Oxnard Street
Tarzana, California 91356
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (818) 996-7300
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Item 1. Changes in Control of Registrant
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On November 23, 1999, Unilab Corporation (the "Company") and UC Acquisition
Sub, Inc. ("UC Acquisition Sub"), an affiliate of Kelso & Company, consummated a
merger of UC Acquisition Sub with and into the Company (the "Merger"), with the
Company as the surviving corporation. The Merger was effected pursuant to an
Agreement and Plan of Merger, dated as of May 24, 1999 between the Company and
UC acquisition Sub, as amended July 8, 1999, July 30, 1999 and August 10, 1999
(the "Merger Agreement"). As a result of the Merger, each issued and outstanding
share of common stock, par value $.01 per share, of the Company (other than
shares owned by certain specified holders which are to remain outstanding) has
been converted into the right to receive $5.85 in cash.
Additional information regarding the Merger, including a description thereof and
other matters, is included in the Company's Proxy Statement on Schedule 14A
which was filed with the Securities and Exchange Commission on October 26, 1999
and supplemented on November 16, 1999 (the "Proxy Statement") and provided to
the Company's stockholders. The Proxy Statement is hereby incorporated by
reference in this Current Report on Form 8-K.
A portion of consideration paid in the Merger was obtained through loans from
Bankers Trust Company (as administrative agent) and Merrill Lynch Capital
Corporation (as syndication agent) . The commitments for such loans are
described in the Proxy Statement.
A copy of the joint press release issued by the Company and UC Acquisition Sub
on November 23, 1999 in respect of the consummation of the Merger is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
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Item 7. Financial Statements and Exhibits
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(a) Financial Statements of business acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
99.1 Joint Press Release issued by the Company and UC Acquisition Sub on
November 23, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNILAB CORPORATION
Dated: November 30, 1999 By: /s/ Mark L. Bibi
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Name: Mark L. Bibi
Title: Executive Vice President,
Secretary and General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Joint Press Release issued by the Company and UC Acquisition
Sub on November 23, 1999.
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PRESS RELEASE UNILAB CORPORATION
(AMEX:ULB)
18448 Oxnard Street
Tarzana, CA 91356
www.Unilab.com
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For Further Information:
Melissa Mahoney
Phone: (818) 758-6607
e-mail: [email protected]
IMMEDIATE RELEASE
November 23, 1999
UNILAB CORPORATION ANNOUNCES CLOSING OF MERGER
TARZANA, CA, November 23, 1999 -- Unilab Corporation (NASDAQ-AMEX: ULB)
announced that it today closed its merger with UC Acquisition Sub, Inc., an
affiliate of Kelso & Company. As a result of the merger, each outstanding share
of Unilab common stock (other than shares held by certain specified holders
which are to remain outstanding) was converted into the right to receive $5.85
in cash.
Unilab also announced that it today accepted for payment the approximately
$119.5 million principal amount of its 11% Senior Notes due 2006 that had been
validly tendered and not withdrawn in Unilab's outstanding tender offer. The
purchase price for the notes accepted for payment (exclusive of the $30 consent
fee) is $1,082.80 per $1,000 principal amount of notes.
Unilab Corporation is the largest provider of clinical laboratory testing
services in California through its primary testing facilities in Los Angeles,
San Jose and Sacramento and over 300 regional service and testing facilities
located throughout the state.
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