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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): September 5, 2001
LABORATORY
CORPORATION OF
AMERICA HOLDINGS
(Exact Name of Registrant
as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-11353 13-3757370
(Commission File Number) (IRS Employer Identification No.)
358 South Main Street
Burlington, NC 27215
(Address of Principal Executive Offices) (Zip Code)
336-229-1127
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
-----------------------
================================================================================
Item 5. Other Events.
On September 4, 2001, Laboratory Corporation of America(R) Holdings (the
"Company") (NYSE: LH) announced its intention, subject to market and other
conditions, to raise approximately $435 million (excluding proceeds of an
overallotment option, if any) through a private offering of zero coupon
convertible subordinated notes due 2021 to certain qualified institutional
investors.
The Company intends to use the net proceeds of the offering to repay the
term loan outstanding under its credit agreement and the related interest rate
swap agreement and use the balance for working capital and general corporate
purposes. The lenders under the credit agreement have consented to the
offering.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
10.1 Fifth Amendment to the Amended and Restated Credit Agreement dated as
of March 14, 2001 among the Company, the banks named therein and
Credit Suisse First Boston as Administrative Agent.
10.2 Sixth Amendment to the Amended and Restated Credit Agreement dated as
of August 31, 2001 among the Company, the banks named therein and
Credit Suisse First Boston as Administrative Agent.
99.1 Press release of the Company dated September 4, 2001.
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
Dated: September 5, 2001 By: /s/ Bradford T. Smith
--------------------------------------
Name: Bradford T. Smith
Title: Executive Vice President,
General Counsel, Secretary
and Compliance Officer
EXHIBIT 10.1
Execution Copy
================================================================================
FIFTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 14, 2001
Among
LABORATORY CORPORATION OF AMERICA HOLDINGS,
as Borrower,
THE BANKS NAMED HEREIN,
as Banks, and
CREDIT SUISSE FIRST BOSTON,
as Administrative Agent
================================================================================
TABLE OF CONTENTS
----------------------
Page
----
ARTICLE I
AMENDMENTS
SECTION 1.01 Amendment to Mandatory Prepayment Provision......................1
SECTION 1.02 Amendment to Acquisition Covenant................................2
SECTION 1.03 Amendment to Debt Covenant.......................................2
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.01 Representations and Warranties of the Borrower...................2
ARTICLE III
MISCELLANEOUS
SECTION 3.01 Governing Law....................................................3
SECTION 3.02 Execution in Counterparts........................................3
SECTION 3.03 Effect on the Credit Agreement...................................3
FIFTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
March 14, 2001 (this "Amendment") among LABORATORY CORPORATION OF AMERICA
HOLDINGS, a Delaware corporation (the "Borrower"), the banks, financial
institutions and other institutional lenders (the "Banks") listed on the
signature pages hereof, and CREDIT SUISSE FIRST BOSTON, as administrative agent
(the "Administrative Agent") for the Lenders hereunder.
PRELIMINARY STATEMENTS
The parties hereto (i) have entered into an Amended and Restated Credit
Agreement dated as of March 31, 1997, as amended as of September 30, 1997,
February 25, 1998, May 7, 1999 and June 7, 2000 (the "Credit Agreement")
providing for, among other things, the Lenders to lend to the Borrower up to
$1,143,750,000 on the terms and subject to the conditions set forth therein and
(ii) desire to amend the Credit Agreement in the manner set forth herein. Each
capitalized term used but not defined herein shall have the meaning ascribed
thereto in the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, the parties hereto hereby agree as follows:
ARTICLE I
AMENDMENTS
SECTION 1.01 Amendment to Mandatory Prepayment Provision. Section
2.05(b)(ii) of the Credit Agreement is hereby amended by renumbering such
subsection as Section 2.05(b)(ii)(A) and inserting the following immediately
thereafter:
"(B) Zero Coupon Bond Issuance. The Borrower shall, on the date of
receipt of the Net Cash Proceeds from the sale and issuance by the
Borrower or any of its Subsidiaries of any Debt permitted pursuant to
Section 5.02(j)(xiv), apply such Net Cash Proceeds to the Term Advances,
in prepayment of the installments thereof until such Term Advances are
paid in full, as follows: (1) first, 50% of such prepayment to be applied
to
such installments in the order of maturity and (2) second, 50% of such
prepayment to be applied to such installments pro rata."
SECTION 1.02 Amendment to Acquisition Covenant. Section 5.02(h) of the
Credit Agreement is hereby amended by deleting the following text in subsection
5.02(h)(iii)(A):
"75,000,000 (or, if Borrower Preferred Stock has converted to at least
$200,000,000 of Borrower Common Stock (calculated at the conversion price
of $27.50 per share of Borrower Common Stock rather than at the current
market value of the Borrower Common Stock), $200,000,000); provided that
the aggregate amount used in any year under this Section 5.02(h)(iii)(A)
plus the amount borrowed under this Agreement to fund redemptions of
Borrower Preferred Stock permitted under Section 5.02(e)(vi) and not
repaid shall not exceed $275,000,000."
and inserting "$400,000,000" in lieu thereof.
SECTION 1.03 Amendment to Debt Covenant. (a) Section 5.02(j) of the Credit
Agreement is hereby amended by adding the following new Section 5.02(j)(xiv):
"(xiv) unsecured zero coupon convertible bonds issued in exchange for
proceeds of not more than $500,000,000 and subordinated in right of
payment to the payment in full of the obligations of the Borrower under
this Agreement; provided that such bonds are issued on or before September
30, 2001."
(b) Such Section 5.02(j) is also amended to make conforming changes in the
punctuation by deleting "and" after the semicolon in subsection (xii), and
deleting the period at the end of subsection (xiii) and inserting "; and " in
lieu thereof.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.01 Representations and Warranties of the Borrower. The Borrower
represents and warrants as follows:
(a) The Borrower is a corproation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
2
(b) The execution, delivery and performance by the Borrower of this
Amendment are within its corporate powers, have been duly authorized by all
necessary corporate action, and do not contravene the Borrower's charter or by-
laws.
(c) No authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required for the
due execution, delivery and performance by the Borrower of this Amendment.
(d) This Amendment has been duly executed and delivered by the Borrower.
This Amendment is the legal, valid and binding obligation of the Borrower,
enforceable against the Borrower, in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforceability of creditors' rights generally and by general
principles of equity.
(e) The representations and warranties contained in Section 4.01 of the
Credit Agreement are correct in all material respects on and as of the date
hereof, as though made on and as of the date hereof.
(f) No event has occurred and is continuing which constitutes a Default.
ARTICLE III
MISCELLANEOUS
SECTION 3.01 Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to the conflicts of law principles thereof.
SECTION 3.02 Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by any combination of the parties hereto in
separate counterparts, each of which counterparts shall be an original and all
of which taken together shall constitute one and the same instrument. Delivery
of an executed counterpart of a signature page to this Amendment by facsimile
shall be effective as delivery fo a manually executed counterpart of this
Amendment.
SECTION 3.03 Effect on the Credit Agreement. Upon execution and delivery
of this Amendment, each reference in the Credit Agreement to this "Agreement",
"hereunder", "hereof", "herein", or words of like import shall mean and be a
reference to the Credit Agreement, as amended hereby and each reference to the
Credit Agreement in any Loan Document (as defined in the Credit
3
Agreement) shall mean and be a reference to the Credit Agreement, as amended
hereby. Except as expressly modified hereby, all of the terms and conditions of
the Credit Agreement shall remain unaltered and in full force and effect. This
Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.
Each of the undersigned has caused this Amendment to be executed by its
respective officer or officers thereunto duly authorized, as of the date first
written above.
BORROWER: LABORATORY CORPORATION OF
AMERICA HOLDINGS
By: /s/ Wesley R. Elingburg
---------------------------------------
Name: Wesley R. Elingburg
Title: Executive VP, CFO, and Treasurer
ADMINISTRATIVE CREDIT SUISSE FIRST BOSTON,
AGENT: as Administrative Agent
By: /s/ Karl M. Studer
---------------------------------------
Name: Karl M. Studer
Title: Director
By: /s/ Julia P. Kingsbury
---------------------------------------
Name: Julia P. Kingsbury
Title: Vice President
4
CREDIT SUISSE FIRST BOSTON
By: /s/ Karl M. Studer
---------------------------------------
Name: Karl M. Studer
Title: Director
By: /s/ Roland Isler
---------------------------------------
Name: Roland Isler
Title: Associate
[FIFTH AMENDMENT SIGNATURE PAGE]
S-5
BANK OF AMERICA , N.A.
By: /s/ Philip S. Durand
---------------------------------------
Name: Philip S. Durand
Title: Principal
[FIFTH AMENDMENT SIGNATURE PAGE]
S-6
BANQUE NATIONALE DE PARIS
By: /s/ Arnaud Collin du Bocage
--------------------------------------
Name: Arnaud Collin du Bocage
Title:
By:
---------------------------------------
Name:
Title:
[FIFTH AMENDMENT SIGNATURE PAGE]
S-7
BAYERISCHE LANDESBANK GIROZENTRALE
By: /s/ Alexander Kohnert
---------------------------------------
Name: Alexander Kohnert
Title: First Vice President
By: /s/ Wolfgang Kottmann
---------------------------------------
Name: Wolfgang Kottmann
Title: Vice President
[FIFTH AMENDMENT SIGNATURE PAGE]
S-8
THE CHASE MANHATTAN BANK
By: /s/ James W. Peterson
---------------------------------------
Name: James W. Peterson
Title: Vice President
[FIFTH AMENDMENT SIGNATURE PAGE]
S-9
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Monique Benhamou
---------------------------------------
Name: Monique Benhamou
Title: Vice President
[FIFTH AMENDMENT SIGNATURE PAGE]
S-10
DEUTSCHE BANK AG NEW YORK BRANCH
and/or CAYMAN ISLANDS BRANCH
By: /s/ Jean M. Hannigan
---------------------------------------
Name: Jean M. Hannigan
Title: Director
By: /s/ Annette Walter
---------------------------------------
Name: Annette Walter
Title: Associate
[FIFTH AMENDMENT SIGNATURE PAGE]
S-11
FIRST UNION NATIONAL BANK
By: /s/ Douglas T. Davis
---------------------------------------
Name: Douglas T. Davis
Title: Senior Vice President
[FIFTH AMENDMENT SIGNATURE PAGE]
S-12
THE FUJI BANK, LTD. (NEW YORK BRANCH)
By: /s/ Raymond Ventura
---------------------------------------
Name: Raymond Ventura
Title: Vice President & Manager
[FIFTH AMENDMENT SIGNATURE PAGE]
S-13
UBS AG, Stamford Branch
By: /s/ Wilfred V. Saint
----------------------------------------
Name: Wilfred V. Saint
Title: Associate Director
Banking Products Services US
By: /s/ Robert P. Wagner
---------------------------------------
Name: Robert P. Wagner
Title: Director
[FIFTH AMENDMENT SIGNATURE PAGE]
S-14
SOCIETE GENERALE
By: /s/ Eric Bellaiche
---------------------------------------
Name: Eric Bellaiche
Title: MD
[FIFTH AMENDMENT SIGNATURE PAGE]
S-15
THE SUMITOMO BANK, LIMITED
(NEW YORK BRANCH)
By: /s/ Peter R. Knight
---------------------------------------
Name: Peter R. Knight
Title: Sr. Vice President
[FIFTH AMENDMENT SIGNATURE PAGE]
S-16
WACHOVIA BANK, N.A., formerly known
as Wachovia Bank of Georgia, N.A.
By: /s/ Kathleen H. Reedy
---------------------------------------
Name: Kathleen H. Reedy
Title: Senior Vice President
[FIFTH AMENDMENT SIGNATURE PAGE]
S-17
WESTDEUTSCHE LANDESBANK
By: /s/ Richard J. Pearse
---------------------------------------
Name: Richard J. Pearse
Title: Executive Director
By: /s/ Lars Kickstein
---------------------------------------
Name: Lars Kickstein
Title: Manager
[FIFTH AMENDMENT SIGNATURE PAGE]
S-18
COMMERZBANK AKTIENGESELLSCHAFT,
Atlanta Agency
By:
---------------------------------------
Name:
Title:
By:
---------------------------------------
Name:
Title:
[FIFTH AMENDMENT SIGNATURE PAGE]
S-19
BBL INTERNATIONAL (U.K.) LIMITED
By:
---------------------------------------
Name:
Title:
By:
---------------------------------------
Name:
Title:
[FIFTH AMENDMENT SIGNATURE PAGE]
S-20
THE CHUO MITSUI TRUST AND BANKING
CO., LIMITED
By: /s/ Yoshiki Kiyono
---------------------------------------
Name: Yoshiki Kiyono
Title: General Manager
[FIFTH AMENDMENT SIGNATURE PAGE]
S-21
EXHIBIT 10.2
Execution Copy
================================================================================
SIXTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of August 31, 2001
Among
LABORATORY CORPORATION OF AMERICA HOLDINGS,
as Borrower,
THE BANKS NAMED HEREIN,
as Banks, and
CREDIT SUISSE FIRST BOSTON,
as Administrative Agent
================================================================================
SIXTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
August 31, 2001 (this "Amendment") among LABORATORY CORPORATION OF AMERICA
HOLDINGS, a Delaware corporation (the "Borrower"), the banks, financial
institutions and other institutional lenders (the "Banks") listed on the
signature pages hereof, and CREDIT SUISSE FIRST BOSTON, as administrative agent
(the "Administrative Agent") for the Lenders hereunder.
PRELIMINARY STATEMENTS
The parties hereto (i) have entered into an Amended and Restated Credit
Agreement dated as of March 31, 1997, as amended as of September 30, 1997,
February 25, 1998, May 7, 1999, June 7, 2000 and March 14, 2001 (the "Credit
Agreement") providing for, among other things, the Lenders to lend to the
Borrower up to $1,143,750,000 on the terms and subject to the conditions set
forth therein and (ii) desire to amend the Credit Agreement in the manner set
forth herein. Each capitalized term used but not defined herein shall have the
meaning ascribed thereto in the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, the parties hereto hereby agree as follows:
ARTICLE I
AMENDMENTS
SECTION 1.01 Amendment to Covenant Prohibiting Issuance of Capital Stock.
Section 5.02(e) of the Credit Agreement is hereby amended by adding the
following new Section 5.02(e)(vii):
"(vii) the Borrower may issue and sell unsecured,
subordinated zero coupon convertible bonds to the extent permitted by
Section 5.02(j)(xiv) hereof, and may issue any capital stock issuable
on any conversion, redemption or repurchase of such bonds required to
be made by Borrower in accordance with the terms of such bonds."
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.01 Representations and Warranties of the Borrower. The Borrower
represents and warrants as follows:
(a) The Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(b) The execution, delivery and performance by the Borrower
of this Amendment are within its corporate powers, have been duly
authorized by all necessary corporate action, and do not contravene
the Borrower's charter or by-laws.
(c) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory
body is required for the due execution, delivery and performance by
the Borrower of this Amendment.
(d) This Amendment has been duly executed and delivered by
the Borrower. This Amendment is the legal, valid and binding
obligation of the Borrower, enforceable against the Borrower, in
accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforceability of creditors' rights generally and by general
principles of equity.
(e) The representations and warranties contained in Section
4.01 of the Credit Agreement are correct in all material respects on
and as of the date hereof, as though made on and as of the date
hereof.
(f) No event has occurred and is continuing which constitutes
a Default.
ARTICLE III
MISCELLANEOUS
SECTION 3.01 Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to the conflicts of law principles thereof.
SECTION 3.02 Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by any combination of the parties hereto in
separate counterparts, each of which counterparts shall be an original and all
of which taken together shall constitute one and the same instrument. Delivery
of an executed
2
counterpart of a signature page to this Amendment by facsimile shall be
effective as delivery of a manually executed counterpart of this Amendment.
SECTION 3.03 Effect on the Credit Agreement. Upon execution and delivery
of this Amendment, each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein", or words of like import shall mean and be a
reference to the Credit Agreement, as amended hereby and each reference to the
Credit Agreement in any Loan Document (as defined in the Credit Agreement)
shall mean and be a reference to the Credit Agreement, as amended hereby.
Except as expressly modified hereby, all of the terms and conditions of the
Credit Agreement shall remain unaltered and in full force and effect. This
Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.
3
Each of the undersigned has caused this Amendment to be executed by its
respective officer or officers thereunto duly authorized, as of the date first
written above.
BORROWER: LABORATORY CORPORATION OF AMERICA
HOLDINGS
By: /s/ Bradford T. Smith
-------------------------------------
Name: Bradford T. Smith
Title: Executive Vice President
ADMINISTRATIVE CREDIT SUISSE FIRST BOSTON,
AGENT: as Administrative Agent
By: /s/ Julia P. Kingsbury
-------------------------------------
Name: Julia P. Kingsbury
Title: Vice President
By: /s/ Karl M. Studer
-------------------------------------
Name: Karl M. Studer
Title: Director
4
CREDIT SUISSE FIRST BOSTON
By: /s/ Karl Studer
-------------------------------------
Name: Karl Studer
Title: Director
By: /s/ Thomas Haller
-------------------------------------
Name: Thomas Haller
Title: Associate
[SIXTH AMENDMENT SIGNATURE PAGE]
WESTDEUTSCHE LANDESBANK GIROZENTRALE
New York Branch, as Lender
By: /s/ Martin Clements
-------------------------------------
Name: Martin Clements
Title: Director
By: /s/ Lars Kickstein
-------------------------------------
Name: Lars Kickstein
Title: Manager
[SIXTH AMENDMENT SIGNATURE PAGE]
CREDIT LYONNAIS
New York Branch,
as Lender
By: /s/ Charles H. Heidsieck
-------------------------------------
Name: Charles H. Heidsieck
Title: Senior Vice President
[SIXTH AMENDMENT SIGNATURE PAGE]
THE CHASE MANHATTAN BANK,
as Lender
By: /s/ Peter M. Hayes
-------------------------------------
Name: Peter M. Hayes
Title: Vice President
[SIXTH AMENDMENT SIGNATURE PAGE]
FIRST UNION NATIONAL BANK,
as Lender
By: /s/ Douglas T. Davis
-------------------------------------
Name: Douglas T. Davis
Title: Senior Vice President
[SIXTH AMENDMENT SIGNATURE PAGE]
BANK OF AMERICA, N.A.,
as Lender
By: /s/ Philip S. Durand
-------------------------------------
Name: Philip S. Durand
Title: Principal
[SIXTH AMENDMENT SIGNATURE PAGE]
WACHOVIA BANK, N.A.,
as Lender
By: /s/ Brantley Echols
-------------------------------------
Name: Brantley Echols
Title: Senior Vice President
[SIXTH AMENDMENT SIGNATURE PAGE]
SOCIETE GENERALE,
as Lender
By: /s/ Eric Wormser
-------------------------------------
Name: Eric Wormser
Title: Managing Director
[SIXTH AMENDMENT SIGNATURE PAGE]
UBS AG
Stamford Branch,
as Lender
By: /s/ Gregory H. Raue
-------------------------------------
Name: Gregory H. Raue
Title: Executive Director
Leverage Finance
By: /s/ Wilfred V. Saint
-------------------------------------
Name: Wilfred V. Saint
Title: Associate Director
Banking Products Services, US
[SIXTH AMENDMENT SIGNATURE PAGE]
DEUTSCHE BANK AG
New York Branch and/or Cayman Islands
Branch, as Lender
By: /s/ Stephanie Strohe
-------------------------------------
Name: Stephanie Strohe
Title: Vice President
By: /s/ Joel Makowsky
-------------------------------------
Name: Joel Makowsky
Title: Vice President
[SIXTH AMENDMENT SIGNATURE PAGE]
BAYERISCHE LANDESBANK GIROZENTRALE
Cayman Islands Branch,
as Lender
By: /s/ Hereward Drummond
-------------------------------------
Name: Hereward Drummond
Title: Senior Vice President
By: /s/ Wolfgang Kottmann
-------------------------------------
Name: Wolfgang Kottmann
Title: Vice President, Manager
[SIXTH AMENDMENT SIGNATURE PAGE]
BNP PARIBAS,
as Lender
By: /s/ Jerome d'Humieres
-------------------------------------
Name: Jerome d'Humieres
Title: Vice President
By: /s/ Nathalie Herrington
-------------------------------------
Name: Nathalie Herrington
Title: Vice President
[SIXTH AMENDMENT SIGNATURE PAGE]
SUMITOMO MITSUI BANKING CORPORATION,
as Lender
By: /s/ Eric Seeley
-------------------------------------
Name: Eric Seeley
Title: Vice President
[SIXTH AMENDMENT SIGNATURE PAGE]
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: 336-436-4855
Pamela Sherry
LABORATORY CORPORATION OF AMERICA(R)HOLDINGS ANNOUNCES
OFFERING OF ZERO COUPON CONVERTIBLE SUBORDINATED NOTES
Burlington, NC, September 4, 2001 - Laboratory Corporation of America(R)
Holdings (LabCorp(R)) (NYSE: LH) today announced its intention, subject to
market and other conditions, to raise approximately $435 million (excluding
proceeds of an overallotment option, if any) through a private offering of zero
coupon convertible subordinated notes due 2021 to certain qualified
institutional investors.
LabCorp(R) stated that it intends to use the net proceeds of the offering to
repay the term loan outstanding under its credit agreement and the related
interest rate swap agreement and use the balance for working capital and
general corporate purposes. The lenders under the credit agreement have
consented to the offering.
The notes and common stock issuable upon conversion have not been registered
under the Securities Act of 1933, as amended, or applicable state securities
laws, and are being offered only to qualified institutional buyers in reliance
on Rule 144A under the Securities Act. Unless so registered, the notes and
common stock issued upon conversion of the notes may not be offered or sold in
the United States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws.
This news release does not constitute an offer to sell or the solicitation of
an offer to buy the securities. Any offer of the securities will be made only
by means of a private offering memorandum.
LabCorp(R) is one of the largest independent clinical laboratories in the U.S.,
with annual revenues of $1.9 billion in 2000. Through its national network of
laboratories, LabCorp(R) offers more than 4,000 different clinical tests that
are used by the medical profession in the diagnosis, treatment and monitoring
of disease.