SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) June 19, 1997 LABORATORY CORPORATION OF AMERICA HOLDINGS -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 1-11353 13-3757370 ------------------------------------------------------------- (State or Other (Commission File (IRS Employer Jurisdiction of Number) Identification Incorporation) No.) 358 SOUTH MAIN STREET, BURLINGTON, NORTH CAROLINA 27215 -------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code 910-229-1127 ITEM 5. OTHER EVENTS On June 19, 1997, Laboratory Corporation of America Holdings (the "Company") issued a press release announcing the successful completion of its rights offering. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99 Press release of the Company dated June 19, 1997. 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. LABORATORY CORPORATION OF AMERICA HOLDINGS ------------------------------------------ (Registrant) By: /s/ Wesley R. Elingburg ---------------------------- Wesley R. Elingburg Executive Vice President, Chief Financial Officer and Treasurer Date: June 20, 1997
EXHIBIT 99 FOR IMMEDIATE RELEASE Contact: Pamela Sherry (910) 584-5171 LABORATORY CORPORATION OF AMERICA[Trademark] HOLDINGS REPORTS SUCCESSFUL COMPLETION OF RIGHTS OFFERING Burlington, NC, June 19, 1997 -- Laboratory Corporation of America[Trademark] Holdings (LabCorp[Trademark]) (NYSE: LH) today announced the results of the rights offering which expired June 16, 1997 at 5:00 p.m. New York time. According to American Stock Transfer & Trust Company, the Subscription and Information Agent, rights were exercised to purchase 4,363,202 shares of 8 1/2% Series A Convertible Exchangeable Preferred Stock and 5,636,798 shares of 8 1/2% Series B Convertible Pay-in- Kind Preferred Stock for an aggregate purchase price of $500,000,000, of which $11,631,500 represents shares purchased pursuant to the oversubscription privilege. Roche Holdings, Inc., the owner of approximately 49.9% of LabCorp's common stock, exercised its basic subscription privilege in full for 4,988,522 shares of 8 1/2% Series B Convertible Pay-in-Kind Preferred Stock and other rights holders purchased the remaining 5,011,478 shares. The offer was oversubscribed and payment for subscriptions for 3,983,405 shares will be returned in accordance with the terms of the rights offering. There were a sufficient number of shares subscribed in each series so that both series will be listed on the New York Stock Exchange. Credit Suisse First Boston Corporation acted as dealer manager for the rights offering. Laboratory Corporation of America Holdings is a national clinical laboratory organization with revenues of $1.6 billion in 1996. The Company operates primary testing facilities nationally, offering more than 1,700 different clinical assays, from routine blood analysis to more sophisticated technologies. LabCorp performs diagnostic tests for physicians, managed care organizations, hospitals, clinics, long-term care facilities, industrial companies and other clinical laboratories.