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UNITED STATES 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
SEPTEMBER 6, 2001
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(Date of earliest event reported)
LABORATORY CORPORATION OF AMERICA HOLDINGS
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11353 13-3757370
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
358 SOUTH MAIN STREET, BURLINGTON, NORTH CAROLINA 27215
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(Address of principal executive offices)
336-229-1127
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
Laboratory Corporation of America -Registered Trademark-
Holdings (LabCorp -Registered Trademark-)(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. The Company 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-Registered
Trademark- 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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibit
20 Press release of the Company dated September 6, 2001.
SIGNATURES
Pursuant to the requirements of the Securities and 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
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(Registrant)
By:/s/ BRADFORD T. SMITH
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Bradford T. Smith
Executive Vice President,
General Counsel, Secretary
and Compliance Officer
Date: September 6, 2001
Laboratory Corporation of America-Registered Trademark- Holdings
358 South Main Street
Burlington, NC 27215
Telephone: 336-584-5171
FOR IMMEDIATE RELEASE
Contact: 336-436-4855
Pamela Sherry
LABORATORY CORPORATION OF AMERICA-REGISTERED
TRADEMARK- HOLDINGS SETS TERMS OF ZERO COUPON
CONVERTIBLE SUBORDINATED NOTES
Burlington, NC, September 6, 2001 - Laboratory Corporation of
America-Registered Trademark- Holdings (LabCorp-Registered
Trademark-) (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-Registered Trademark-
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-
Registered Trademark- 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-
Registered Trademark- at any time on or after September 11, 2006 at
specified prices. Holders may require LabCorp-Registered Trademark-
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-Registered Trademark- 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-Registered Trademark-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 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-Registered Trademark- 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-Registered Trademark-
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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