UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 26, 2004
Quest Diagnostics Incorporated
One Malcolm Avenue
Teterboro, NJ 07608
(201) 393-5000
1-12215
(Commission file number)
Delaware
(State of Incorporation)
16-1387862
(I.R.S. Employer Identification Number)
Item 1.01 Entry into a Material Definitive Agreement
On August 26, 2004, Quest Diagnostics Incorporated (the "Company") and
Kenneth W. Freeman, the Chairman of the Company, entered into an amendment to
the Amended and Restated Employment Agreement dated as of January 1, 2003, as
amended as of April 21, 2004 (the "Employment Agreement"). The amendment to the
Employment Agreement memorializes certain actions taken by the Company during
the second quarter of 2004 regarding the calculation of Mr. Freeman's
non-qualified benefit payable under the executive retirement supplemental plan
which resulted in the Company recording a charge of $10.3 million in the second
quarter of 2004 related to the acceleration of certain pension benefits in
connection with the recently completed CEO succession process.
Item 9.01. Financial Statements and Exhibits
c. Exhibit
99.1 Letter Agreement dated August 26, 2004 between the Company and Kenneth W.
Freeman.
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.
September 1, 2004
QUEST DIAGNOSTICS INCORPORATED
By: /s/ Michael E. Prevoznik
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Michael E. Prevoznik
Senior Vice President and
General Counsel