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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000947871-02-000692.txt : 20020416
<SEC-HEADER>0000947871-02-000692.hdr.sgml : 20020416
ACCESSION NUMBER:		0000947871-02-000692
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020401
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020412

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			QUEST DIAGNOSTICS INC
		CENTRAL INDEX KEY:			0001022079
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MEDICAL LABORATORIES [8071]
		IRS NUMBER:				161387862
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12215
		FILM NUMBER:		02609048

	BUSINESS ADDRESS:	
		STREET 1:		ONE MALCOLM AVE
		CITY:			TETERBORO
		STATE:			NJ
		ZIP:			07608
		BUSINESS PHONE:		2013935000

	MAIL ADDRESS:	
		STREET 1:		ONE MALCOLM AVE
		CITY:			TETERBORO
		STATE:			NJ
		ZIP:			07601

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CORNING CLINICAL LABORATORIES INC
		DATE OF NAME CHANGE:	19960903
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f8k_040902.txt
<DESCRIPTION>FORM 8-K CURRENT REPORT
<TEXT>


                       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): April 1, 2002




                         QUEST DIAGNOSTICS INCORPORATED
             (Exact name of Registrant as specified in its charter)

                               One Malcolm Avenue
                               Teterboro, NJ 07608
                                 (201) 393-5000
          (Address of principal executive offices and telephone number)


                         Commission file number: 1-12215



                                    DELAWARE
                            (State of Incorporation)


                                   16-1387862
                     (I.R.S. Employer Identification Number)



<PAGE>


Item 5.           Other Events.

                  On April 1, 2002, Quest Diagnostics Incorporated ("Quest
Diagnostics") completed its previously announced acquisition of American Medical
Laboratories, Incorporated ("AML"). The all-cash transaction is valued at
approximately $500 million, including the assumption of approximately $160
million in debt, which was retired in connection with the closing. The
acquisition was financed with borrowings under Quest Diagnostics' revolving
credit facilities and approximately $30 million in cash on hand. The press
release announcing the completion of the acquisition is attached hereto as
Exhibit 99.1.

                  As part of the acquisition, Quest Diagnostics has acquired
AML's subsidiaries, AML, Inc., Medical Laboratories Corporation, APL Healthcare
Group, Inc. and APL Properties Limited Company (collectively, together with AML,
the "AML Entities"), as well as LabPortal, Inc.

                  Unrelated to the AML acquisition, on April 4, 2002, Quest
Diagnostics Incorporated (MA), a subsidiary of Quest Diagnostics, merged into
Quest Diagnostics LLC (MA), a newly organized subsidiary of Quest Diagnostics;
and Quest Diagnostics of Connecticut Incorporated (CT), a subsidiary of Quest
Diagnostics, transferred all of its assets to Quest Diagnostics LLC (CT), a
newly organized subsidiary of Quest Diagnostics. The new limited liability
companies (Quest Diagnostics LLC (CT) and Quest Diagnostics LLC (MA)) are
collectively referred to as the "New Quest Diagnostics Entities".

                  Each of the AML entities and the New Quest Diagnostics
Entities (collectively, the "Additional Subsidiary Guarantors") has executed the
Third Supplemental Indenture, dated as of April 4, 2002 (the "Third Supplemental
Indenture"), among Quest Diagnostics, the Additional Subsidiary Guarantors and
The Bank of New York, as trustee (the "Trustee"), to an indenture dated as of
June 27, 2001 (the "Base Indenture") among Quest Diagnostics, the subsidiary
guarantors named therein and the Trustee, as supplemented by the First
Supplemental Indenture dated as of June 27, 2001 (the "First Supplemental
Indenture"), and as supplemented by the Second Supplemental Indenture dated as
of November 26, 2001 (the "Second Supplemental Indenture," and together with the
Base Indenture and the First Supplemental Indenture, the "Indenture"), pursuant
to which the Additional Subsidiary Guarantors have become guarantors of Quest
Diagnostics' 1.75% Contingent Convertible Debentures due 2021, 6 3/4% Senior
Notes due 2006 and 7 1/2% Senior Notes due 2011. The 6 3/4% Senior Notes due
2006 and the 7 1/2% Senior Notes due 2011 were issued under the Base Indenture
as supplemented by the First Supplemental Indenture and the 1.75% Contingent
Convertible Debentures due 2021 were issued under the Base Indenture as
supplemented by both the First Supplemental Indenture and the Second
Supplemental Indenture. The Base Indenture and the First Supplemental Indenture
were filed as Exhibits 4.3 and 4.4, respectively, to Quest Diagnostics' Form 8-K
filed on July 2, 2001. The Second Supplemental Indenture was filed as an exhibit
to Quest Diagnostics' current report on Form 8-K filed on November 27, 2001. The
Third Supplemental Indenture is attached hereto as Exhibit 4.1.

                   In addition, by execution of joinder agreements the
Additional Subsidiary Guarantors have become guarantors of Quest Diagnostics'
indebtedness under the credit agreement dated as of June 27, 2001 (the "Credit
Agreement") among Quest Diagnostics, the

<PAGE>

subsidiary guarantors named therein and the lenders named therein; and the New
Quest Diagnostics Entities have become subsidiary sellers under the Receivables
Sale Agreement dated as of July 21, 2000 (the "Receivables Sale Agreement")
among Quest Diagnostics, the subsidiary sellers named therein and Quest
Diagnostics Receivables Inc. The Credit Agreement was filed as an exhibit to
Quest Diagnostics' current report on Form 8-K filed on July 2, 2001. The
Receivables Sale Agreement was filed as an exhibit to Quest Diagnostics'
quarterly report on Form 10-Q for the quarter ended June 30, 2000.

Item 7.           Financial Statements and Exhibits.

                  (c)  The following exhibits are filed as part of this report
                       on Form 8-K:

                  4.1  Third Supplemental Indenture, dated as of April 4,
                       2002, among Quest Diagnostics, the Additional
                       Subsidiary Guarantors and the Trustee.

                  99.1 Quest Diagnostics press release dated April 1, 2002.



<PAGE>


                                    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:  April 12, 2002                    By:     /s/ Leo C. Farrenkopf, Jr.
                                            ------------------------------------
                                         Name:   Leo C. Farrenkopf, Jr.
                                         Title:  Vice President, Secretary, and
                                                 Deputy General Counsel


<PAGE>


                                  EXHIBIT INDEX
                                  -------------


Exhibit No.       Description
- -----------       -----------

4.1               Third Supplemental Indenture, dated as of April 4, 2002, among
                  Quest Diagnostics, the Additional Subsidiary Guarantors, and
                  the Trustee.

99.1              Quest Diagnostics press release dated April 1, 2002.

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>ex4-1_040902.txt
<DESCRIPTION>THIRD SUPPLEMENTAL INDENTURE
<TEXT>

                                                                     Exhibit 4.1

                          THIRD SUPPLEMENTAL INDENTURE


                  SUPPLEMENTAL INDENTURE dated as of April 4, 2002, (this "Third
Supplemental Indenture"), among AMERICAN MEDICAL LABORATORIES, INCORPORATED, a
Delaware corporation, AML INC., a Delaware corporation, MEDICAL LABORATORIES
CORPORATION, a Virginia corporation, APL HEALTHCARE GROUP, INC., a Nevada
corporation, APL PROPERTIES LIMITED COMPANY, a Nevada limited company, QUEST
DIAGNOSTICS LLC (CT) a Connecticut limited liability company, QUEST DIAGNOSTICS
LLC (MA), a Massachusetts limited liability company (collectively, the
"Additional Subsidiary Guarantors"), QUEST DIAGNOSTICS INCORPORATED, a Delaware
corporation (the "Company"), THE BANK OF NEW YORK, a New York banking
corporation as Trustee (the "Trustee"), and the Subsidiary Guarantors (as
defined in the Indenture referred to herein).

                             RECITALS OF THE COMPANY

                  WHEREAS, the Company, the Trustee and the Initial Subsidiary
Guarantors executed and delivered an Indenture, dated as of June 27, 2001 (the
"Base Indenture"), as supplemented by the first Supplemental Indenture as of
June 27, 2001 (the "First Supplemental Indenture"), as further supplemented by
the second Supplemental Indenture as of November 26, 2001 (the "Second
Supplemental Indenture") and as further supplemented by this Third Supplemental
Indenture (collectively, the "Indenture"), to provide for the issuance by the
Company from time to time of Securities to be issued in one or mores series as
provided in the Indenture;

                  WHEREAS, the Additional Subsidiary Guarantors intend to
guarantee the Securities under the Indenture and the issuance of guarantees has
been authorized by resolutions adopted by the Board of Directors of such
Additional Subsidiary Guarantors;

                  WHEREAS, Sections 901(1) and 901(11) of the Indenture provide
that without the consent of Holders of the Securities of any series issued under
the Indenture, the Company and the Subsidiary Guarantors, when authorized by a
Board Resolution, and the Trustee may enter into one or more indentures
supplemental to the Indenture to (a) evidence the successor of another Person to
any Subsidiary Guarantor and the assumption by such successor of the covenants
of such Subsidiary Guarantor in the Indenture and in the Securities and (b) add
a guarantor or guarantors for any series or all series of the Securities;

                  WHEREAS, pursuant to Sections 904, 1601, 1602 and 1604 of the
Indenture, by delivery of a Supplemental Indenture to the Trustee in accordance
with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor
after the date of the Base Indenture will be deemed to have executed and
delivered the Subsidiary Guarantee for the benefit of the Holder of the Security
upon which the Subsidiary Guarantee is endorsed, with the same effect as if such
Subsidiary Guarantor had been named thereon and had executed and delivered the
Subsidiary Guarantee;

<PAGE>

                  WHEREAS, all things necessary to make this Third Supplemental
Indenture a valid supplement to the Indenture according to its terms and the
terms of the Indenture have been done.

                  NOW, THEREFORE, for and in consideration of the foregoing, the
parties hereto hereby enter into this Third Supplemental Indenture, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

                  SECTION 1 Certain Terms Defined in the Indenture.

                  All capitalized terms used but not defined herein shall have
the meanings assigned to them in the Indenture.

                  SECTION 2 Agreement to Guarantee.

                  The Additional Subsidiary Guarantors, by their signatures
below, agree to become Additional Subsidiary Guarantors under the Indenture with
the same force and effect as if originally named therein as Subsidiary
Guarantors. The Additional Subsidiary Guarantors hereby agree to all the terms
and provisions of the Indenture applicable to them as Additional Subsidiary
Guarantors thereunder and each reference to a "Subsidiary Guarantor" in the
Indenture shall be deemed to include the Additional Subsidiary Guarantors.

                  SECTION 3 Indenture remains in Full Force and Effect.

                  Except as expressly supplemented by this Third Supplemental
Indenture, the Indenture shall remain in full force and effect in accordance
with its terms.

                  SECTION 4 New York Law to Govern.

                  THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICT OF LAWS.

                  SECTION 5 Separability.

                  In case any one or more of the provisions contained in this
Third Supplemental Indenture should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein and in the Indenture shall not in any way be
affected or impaired. The parties hereto shall endeavor in good faith
negotiations to replace any invalid, illegal or enforceable provisions herein
with valid provisions, the economic effect of which comes as close as possible
to that of the invalid, illegal or unenforceable provisions.

                  SECTION 6 May be Executed in Counterparts.

                  This Third Supplemental Indenture may be executed in
counterparts, each of which when taken together shall constitute one and the
same instrument. This Third

                                       2
<PAGE>

Supplemental Indenture shall become effective when the Trustee shall have
received a counterpart thereof that bears the signatures of each of the
Additional Subsidiary Guarantors.



                                       3
<PAGE>


                  IN WITNESS WHEREOF, the Company, the Additional Subsidiary
Guarantors, and the Trustee have duly executed this Third Supplemental Indenture
as of the day and year first above written.

                                         QUEST DIAGNOSTICS INCORPORATED,
                                         a Delaware corporation, as Company


                                         By:      /s/ Leo C. Farrenkopf, Jr.
                                            ------------------------------------
                                         Name:    Leo C. Farrenkopf, Jr.
                                         Title:   Deputy General Counsel,
                                                  Vice President and Secretary




                                         AMERICAN MEDICAL LABORATORIES,
                                          INCORPORATED
                                         AML INC.
                                         MEDICAL LABORATORIES CORPORATION
                                         APL HEALTHCARE GROUP, INC.
                                         APL PROPERTIES LIMITED COMPANY
                                         QUEST DIAGNOSTICS LLC (CT)
                                         QUEST DIAGNOSTICS LLC (MA),
                                         as Additional Subsidiary Guarantors


                                         By:      /s/ Joseph P. Manory
                                            ------------------------------------
                                         Name:    Joseph P. Manory
                                         Title:   Vice President and Treasurer


<PAGE>


                                         THE BANK OF NEW YORK, as Trustee


                                         By:     /s/ Marie Trimboli
                                            ------------------------------------
                                         Name:   Marie Trimboli
                                         Title:  Assistant Vice President



<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>ex99-1_040902.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

                                                                    Exhibit 99.1







Quest Diagnostics Acquires American Medical Laboratories, Inc.

TETERBORO, N.J., Apr 1, 2002 /PRNewswire-FirstCall via COMTEX/ -- Quest
Diagnostics Incorporated (NYSE: DGX), the nation's leading provider of
diagnostic testing, information and services, announced today it had completed
the previously-announced acquisition of American Medical Laboratories, Inc.
(AML). The all-cash transaction is valued at $500 million, including the
assumption of approximately $160 million in debt, which will be retired in
connection with the closing. The acquisition will be financed with borrowings
under Quest Diagnostics' revolving credit facilities and approximately $30
million in cash on hand.

AML, based in Chantilly, Virginia, is a national provider of esoteric testing to
hospitals and specialty physicians and a leading provider of diagnostic testing
services in the Nevada and metropolitan Washington, D.C., markets. Established
in 1959, AML has approximately 3,000 employees and generates revenues of
approximately $300 million and EBITDA of more than $40 million on an annual
basis. AML was a portfolio company of private equity firm GTCR Golder Rauner,
LLC.

"The acquisition of AML will enhance service offerings for our customers,
resulting in faster turnaround times, a broader menu of esoteric tests, more
patient service centers, greater access to new technologies, improved electronic
connectivity and physician-to-physician consultations with the industry's most
extensive network of medical specialists," said Kenneth W. Freeman, Chairman and
Chief Executive Officer of Quest Diagnostics.

Quest Diagnostics will release financial results for the first quarter ending
March 31, 2002, after the close of the stock market on April 18, 2002. The
company is currently in a "quiet" period and will discuss results for the first
quarter, as well as the impact of the AML acquisition on the company's financial
results, during a conference call on April 19 at 8:00 A.M. Eastern Time. To hear
a simulcast of the call over the Internet or a replay, registered analysts may
access StreetEvents at: http://www.streetevents.com, and all others may access
the Quest Diagnostics website at: http://www.questdiagnostics.com. In addition,
a replay of the call will be available from 10 A.M. on April 19 through 5 P.M.
on June 1 to investors in the U.S. by dialing 800-839-1335. Investors outside
the U.S. may dial 402-280-1668. No password is required for either number.

About Quest Diagnostics

Quest Diagnostics Incorporated is the nation's leading provider of diagnostic
testing, information and services, providing insights that enable physicians,
hospitals, managed care organizations and other healthcare professionals to make
decisions to improve health. The company offers the broadest access to
diagnostic laboratory testing services through its national network of
laboratories and patient service centers. Quest Diagnostics is the leading
provider of esoteric testing, including gene-based medical testing, and empowers
healthcare organizations and clinicians with state-of-the-art connectivity
solutions that improve practice management. Additional company information can
be found on the Internet at: http://www.questdiagnostics.com.

The statements in this press release that are not historical facts or
information may be forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause the outcome to be materially
different. Certain of these risks and uncertainties are listed in the Quest
Diagnostics Incorporated 2001 Form 10-K and subsequent filings.

Contacts:
Cathy Doherty (Investors): 201-393-5030
Gary Samuels (Media): 201-393-5700


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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