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 26, 2001
Commission file number: 1-12215
QUEST DIAGNOSTICS INCORPORATED
One Malcolm Avenue
Teterboro, NJ 07608
(201) 393-5000
DELAWARE
(State of Incorporation)
16-1387862
(I.R.S. Employer Identification Number)
Item 5. Other Events.
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On November 26, 2001, Quest Diagnostics Incorporated (the
"Company") completed its previously announced public offering of $250 million of
1.75% contingent convertible debentures due 2021, which included the exercise by
the Underwriters of the $25 million overallotment option. The Company will use
the net proceeds from the offering, together with cash on hand, to repay amounts
outstanding under its receivables credit facility. After this repayment, we will
retain all of the secured borrowing capacity under our receivables credit
facility, which will be available for working capital and other general
corporate purposes and for the acquisition of businesses.
The proceeds from the debentures offering aggregated
approximately $245 million after payment of the underwriting fee and bond
discount, but before the payment of expenses related to the offering. The
debentures offering was registered under the Securities Act of 1933, as amended,
and was issued from the Company's existing shelf registration statements on Form
S-3. The debentures were issued under an Indenture dated as of June 27, 2001, as
supplemented by the First Supplemental Indenture dated as of June 27, 2001, and
as further supplemented by the Second Supplemental Indenture dated as of
November 26, 2001, in each case, among the Company, the Subsidiary Guarantors,
and The Bank of New York, as trustee (the "Trustee"). The Indenture and the
First Supplemental Indenture were filed as Exhibits 4.3 and 4.4, respectively,
to the Company's Current Report or Form 8-K dated July 3, 2001, and the Second
Supplemental Indenture is being filed as Exhibit 4.1 hereto. The Subsidiary
Guarantors of the debentures are the same subsidiaries that guarantee the
Company's 6-3/4% senior notes due 2006 and 7-1/2% senior notes due 2011. The
"Subsidiary Guarantors" are Quest Diagnostics Holdings Incorporated, Quest
Diagnostics Clinical Laboratories, Inc., Quest Diagnostics Incorporated (CA),
Quest Diagnostics Incorporated (MD), Quest Diagnostics LLC, Quest Diagnostics
Incorporated (MI), Quest Diagnostics Incorporated (CT), Quest Diagnostics
Incorporated (MA), Quest Diagnostics of Pennsylvania Inc., MetWest Inc., Nichols
Institute Diagnostics, DPD Holdings, Inc., Diagnostics Reference Services Inc.,
Laboratory Holdings Incorporated, Pathology Building Partnership, Quest
Diagnostics Investments Incorporated and Quest Diagnostics Finance Incorporated.
The debentures were sold pursuant to an underwriting agreement dated November
26, 2001 among the Company, the Subsidiary Guarantors and Banc of America
Securities LLC, First Union Securities, Inc. and Credit Lyonnais Securities
(USA) Inc. (the "Underwriters"). The Underwriting Agreement and the Second
Supplemental Indenture are attached hereto as Exhibits 1.1 and 4.1,
respectively.
Item 7. Financial Statements and Exhibits.
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(c) The following exhibits are filed as part of this report
on Form 8-K:
1.1 Underwriting Agreement, dated November 19, 2001,
among the Company, the Subsidiary Guarantors, and the
Underwriters.
4.1 Second Supplemental Indenture, dated as of November
26, 2001, among the Company, the Subsidiary
Guarantors, and the Trustee, which includes the form
of the 1.75% contingent convertible debentures due
2021.
SIGNATURE
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.
QUEST DIAGNOSTICS INCORPORATED
Date: November 27, 2001 By: /s/ Leo C. Farrenkopf, Jr.
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Name: Leo C. Farrenkopf, Jr.
Title: Vice President, Secretary,
and Deputy General Counsel
EXHIBIT INDEX
Exhibit No. Description
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1.1 Underwriting Agreement, dated November 19, 2001,
among the Company, the Subsidiary Guarantors, and the
Underwriters.
4.1 Second Supplemental Indenture, dated as of November
26, 2001, among the Company, the Subsidiary
Guarantors, and the Trustee, which includes the form
of the 1.75% contingent convertible debentures due
2021.