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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): September 6, 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)
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Item 5. Other Events.
On September 6, 2001, Laboratory Corporation of America(R) Holdings (the
"Company") (NYSE: LH) announced the terms of its private placement of zero
coupon convertible subordinated notes due 2021 with an aggregate principal
amount at maturity of $650 million. A copy of the press release is filed as
Exhibit 99.1 and incorporated in this report by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release of the Company dated September 6, 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 6, 2001 By: /s/ Bradford T. Smith
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Name: Bradford T. Smith
Title: Executive Vice President,
General Counsel, Secretary
and Compliance Officer
FOR IMMEDIATE RELEASE
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Contact: 336-436-4855
Pamela Sherry
LABORATORY CORPORATION OF AMERICA(R) HOLDINGS SETS TERMS OF
ZERO COUPON CONVERTIBLE SUBORDINATED NOTES
Burlington, NC, September 6, 2001 -- Laboratory Corporation of America(R)
Holdings (LabCorp(R)) (NYSE: LH) announced today the terms of its private
placement of zero coupon convertible subordinated notes due 2021 with an
aggregate principal amount at maturity of $650 million. The initial purchaser
of the notes has also been granted an option to purchase up to an additional
$94 million aggregate principal amount at maturity of the notes to cover
over-allotments, if any. LabCorp(R) expects to receive approximately $436.6
million in gross proceeds in connection with the offering (approximately $500
million if the over-allotment option is exercised in full). The notes carry a
yield to maturity of 2.0 percent per year, and are convertible into LabCorp(R)
common stock, if certain conditions to conversion are satisfied, at a
conversion rate of 6.7054 shares per $1,000 principal amount at maturity of
notes, subject to adjustment in certain circumstances. The notes are redeemable
by LabCorp(R) at any time on or after September 11, 2006 at specified prices.
Holders may require LabCorp(R) to purchase their notes on September 11, 2004,
2006 and 2011, and upon the occurrence of certain change in control events
occurring on or before September 11, 2006. LabCorp(R) has agreed to file a
shelf registration statement for the resale of the notes and the shares of
common stock issuable upon conversion of the notes within 90 days after the
date of original issuance of the notes. The offering is expected to close on
September 11, 2001.
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 were 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
- more -
United States, except pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended, and applicable state
securities laws.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy the notes. Any offer of the securities was 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.
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