SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
LABORATORY CORPORATION OF AMERICA HOLDINGS
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(Name of Issuer)
COMMON STOCK, $0.10 PAR VALUE
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(Title of Class of Securities)
50540R 40 9
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(CUSIP Number)
Peter R. Douglas, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Tel. No.: (212) 450-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 26, 27, 29, 2000
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on the following pages)
(Page 1 of 9 Pages)
Schedule 13D
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CUSIP No. 5054OR 40 9 13D Page 2 of 9 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Roche Holdings, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e). [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER 15,089,742 shares of Common Stock
NUMBER OF See Items 4 and 5 below.
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 15,089,742 shares of Common Stock
REPORTING See Items 4 and 5 below.
PERSON WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,089,742 shares of Common Stock
See Items 4 and 5 below.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0% of Common Stock
See Items 4 and 5 below.
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14 TYPE OF REPORTING PERSON
CO, HC
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(Page 2 of 9 Pages)
The following information amends and supplements the Schedule 13D dated
April 28, 1995, as previously amended (as so amended, the "Schedule 13D").
Unless otherwise indicated, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the Schedule 13D.
Item 4. Purpose of Transaction
On June 26, 2000, Holdings sold 500,000 shares of Common Stock in a
brokerage transaction at a price of $72.30 per share, on June 27, 2000,
Holdings sold 300,000 shares of Common Stock in a brokerage transaction
at a price of $72.25 per share and on June 29, 2000, Holdings sold 1,700,000
shares of Common Stock in a brokerage transaction at a price of $75.67 per
share.
Item 5. Interest in Securities of the Issuer.
(a) After giving effect to the sales described in Item 4, Holdings
beneficially owns 15,089,742 shares of Common Stock, including 11,456,816
shares of Common Stock issuable upon conversion of the 6,301,255 shares of
Series B Preferred Stock owned by Holdings. Based upon information provided by
the Company as of June 6, 2000, the 15,089,742 shares of Common Stock
beneficially owned by Holdings represent approximately 44.0% of the Common
Stock outstanding (assuming conversion of the Company's preferred stock).
(b) Except as set forth herein, no transactions in the Common Stock have
been effected during the past 60 days by the Reporting Persons, any other person
controlling any of the Reporting Persons or, to the best of the knowledge of the
Reporting Persons, any of the persons named in Schedules A, B and C hereto,
except that as described in Item 4, on June 26, 2000, Holdings sold an aggregate
of 500,000 shares of Common Stock in a brokerage transaction at a price of
$72.30 per share, on June 27, 2000, Holdings sold an aggregate of 300,000 shares
of Common Stock in a brokerage transaction at a price of $72.25 per share and on
June 29, 2000, Holdings sold an aggregate of 1,700,000 shares of Common Stock in
a brokerage transaction at a price of $75.67 per share.
Item 7. Material to be Filed as Exhibits
1. Executive Officers and Directors of Holdings, Finance and Roche
Holding.
(Page 3 of 9 Pages)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
Dated: June 30, 2000
ROCHE HOLDINGS, INC.
By: /s/ Marcel Kohler
-----------------------------------
Name: Marcel Kohler
Title: Vice President, Controller
and Secretary
(Page 4 of 9 Pages)
Index to Exhibits
Exhibit 99.1: Executive Officers and Directors of Holdings, Finance and
Roche Holding.
(Page 5 of 9 Pages)
EXHIBIT 99.1
SCHEDULE A
Executive Officers and Directors (*)
of
Roche Holdings, Inc.
The names of the Directors and the names and titles of the Executive
Officers of Roche Holdings, Inc. and their business addresses and principal
occupations are set forth below. If no address is given, the Director's or
Executive Officer's business address is that of Roche Holding Ltd which is
Grenzacherstrasse 124, 4002 Basel, Switzerland. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to Roche Holding
Ltd and each individual is a Swiss citizen.
Name, Business Address Present Principal Occupation
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* Dr. h.c. Fritz Gerber.....................Chairman of the Board and President
(President)
* Dr. Dr. h.c. Henri B. Meier...............Chief Financial Officer
(Vice President Finance and Treasurer)
Marcel Kohler...............................(Vice President Controller and
(Vice President, Controller and Secretary) Secretary of Roche Holdings, Inc.)
One Commerce Center, Suite 1050
Wilmington, DE 19801
(Page 6 of 9 Pages)
SCHEDULE B
Executive Officers and Directors (*)
of
Roche Finance Ltd
The names of the Directors and the names and titles of the Executive
Officers of Roche Finance Ltd and their business addresses and principal
occupations are set forth below. If no address is given, the Director's or
Executive Officer's business address is that of Roche Holding Ltd, which is
Grenzacherstrasse 124, 4002 Basel, Switzerland. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to Roche Holding
Ltd and each individual is a Swiss citizen.
Name, Business Address Present Principal Occupation
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*Dr. h.c. Fritz Gerber................Chairman of the Board and President
(President)
* Dr. Franz B. Humer..................Chief Executive Officer
* Dr. Dr. h.c. Henri B. Meier.........Chief Financial Officer
(Page 7 of 9 Pages)
SCHEDULE C
Executive Officers and Directors
of
Roche Holding Ltd
The names of the Directors and the names and titles of the Executive
Officers of Roche Holding Ltd and their business addresses and principal
occupations are set forth below. If no address is given, the Director's or
Executive Officer's business address is that of Roche Holding Ltd, which is
Grenzacherstrasse 124, 4002 Basel, Switzerland. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to Roche Holding
Ltd and each individual is a Swiss citizen, except that Mr. Brabeck-Letmathe
is an Austrian citizen, Mr. von Prondzynski is a German citizen and Mr. Burns
and Professor Knowles are citizens of the United Kingdom.
Board of Directors Dr. h.c. Fritz Gerber Chairman
Dr. Andres F. Leuenberger Vice-Chairman
Dr. Rolf Hanggi Vice-Chairman
Dr. Franz B. Humer Delegate
Mr. Peter Brabeck-Letmathe Chief Executive Officer
Nestle SA of Nestle
Avenue Nestle, CH-1800 Verey
Mr. Andre Hoffmann Businessman
La Massellaz
CH-1126 Vaux sus Morges
Professor Kurt Jenny Attorney-at-law
Aeschengraben 18
P.O. Box 3309
CH-4002 Basel
Dr. Dr. h.c. Henri B. Meier Chief Financial Officer
of Roche Holding Ltd.
Dr. Andreas Oeri Surgeon
Praxisgemeinschaft Clarahof
Clarahofweg 19a
CH-4005 Basel
Professor Charles Weissmann University professor
Neurogenetics Unit
Imperial College School of
Medicine at St. Mary's Hospital
Norfolk Place
London W1H 1TJ
Great Britain
Dr. Gottlieb A. Keller Secretary to the Board
of Directors
(Page 8 of 9 Pages)
Executive Committee Dr. Franz B. Humer Chairman, Head of
Pharmaceuticals Division
Dr. Dr. h.c. Henri B. Meier Finance
Mr. Heino von Prondzynski Diagnostics Division
Dr. Markus Altwegg Vitamins and Fine
Chemicals Division
Mr. William M. Burns Pharma International
Operations
Professor Jonathan Knowles Global Pharmaceutical
Research
Dr. Daniel Villiger Corporate Services
Mr. Pierre Jaccoud Secretary to the
Executive Committee
(Page 9 of 9 Pages)