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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
June 20, 2002
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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 that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act with
respect to its offer to purchase all outstanding shares of common stock
of Dynacare Inc. (NASDAQ: DNCR) for approximately $23 per share,
payable one-half in cash and one-half in stock, expired at 11:59 PM,
New York City time, on June 19, 2002.
This transaction remains subject to various conditions including
approval by appropriate Canadian government agencies and the
stockholders of Dynacare. LabCorp continues to expect that this
transaction will close in the third quarter of 2002.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibit
20 Press release of the Company dated June 20, 2002.
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
and Secretary
Date: June 20, 2002
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 Shareholder Direct: 800-LAB-0401
Pamela Sherry www.labcorp.com
LABCORP-REGISTERED TRADEMARK- ANNOUNCES EXPIRATION
OF ANTITRUST WAITING PERIOD IN OFFER FOR
DYNACARE INC.
Burlington, NC, June 20, 2002 - Laboratory Corporation of America-
Registered Trademark- Holdings (LabCorp-Registered Trademark-)
(NYSE: LH) today announced that the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act with respect to its offer to
purchase all outstanding shares of common stock of Dynacare Inc.
(NASDAQ: DNCR) for approximately $23 per share, payable one-half in
cash and one-half in stock, expired at 11:59 PM, New York City time, on
June 19, 2002.
This transaction remains subject to various conditions including approval
by appropriate Canadian government agencies and the stockholders of
Dynacare. LabCorp continues to expect that this transaction will close in
the third quarter of 2002.
The first national clinical laboratory to fully embrace genomic testing,
Laboratory Corporation of America-Registerd Trademark- Holdings
(LabCorp-Registered Trademark-) has been a pioneer in commercializing
new diagnostic technologies. As a national laboratory with annual
revenues of $2.2 billion in 2001 and over 19,000 employees, the company
offers more than 4,000 clinical tests ranging from routine blood analyses
to sophisticated molecular diagnostics. Serving more than 200,000 clients
nationwide, LabCorp combines its expertise in innovative clinical testing
technology with its Centers of Excellence. The Center for Molecular
Biology and Pathology, in Research Triangle Park, North Carolina, offers
state-of-the-art molecular gene-based testing in infectious disease,
oncology and genetics. Its National Genetics Institute in Los Angeles is
an industry leader in developing novel, highly sensitive polymerase chain
reaction (PCR) methods for testing hepatitis C and other blood borne
infectious agents. LabCorp's Minneapolis-based ViroMed offers
molecular microbial testing using real time PCR platforms, while its
Center for Esoteric Testing in Burlington, North Carolina, performs the
largest volume of specialty testing in the network. LabCorp's clients
include physicians, state and federal government, managed care
organizations, hospitals, clinics, pharmaceutical and Fortune 1000
companies, and other clinical laboratories.
Each of the above forward-looking statements is subject to change based
on various important factors, including without limitation, competitive
actions in the marketplace and adverse actions of governmental and other
third-party payors. Further information on potential factors that could
affect LabCorp's financial results is included in the Company's Form 10-
K for the year ended December 31, 2001 and subsequent SEC filings.
Security holders of Dynacare Inc. are urged to read the proxy statement
regarding the proposed Plan of Arrangement when it is finalized and
distributed to security holders because it will contain important
information for making an informed decision. The definitive proxy
statement will be filed with the U.S. Securities and Exchange
Commission (the "SEC") by Dynacare, and security holders may obtain a
free copy of such proxy statement when it becomes available, and other
documents filed with the SEC by Dynacare, at the SEC's website at
www.sec.gov. The definitive proxy statement, when it becomes available,
and other documents filed by Dynacare, may also be obtained free of
charge by directing a request to Dynacare Inc., 14900 Landmark
Boulevard, Suite 200, Dallas, Texas 75254, attention: Zbig S. Biskup,
Executive Vice President and Chief Financial Officer and Secretary.
Dynacare and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the security holders of
Dynacare in favor of the transaction. The directors and executive officers
of Dynacare and their beneficial ownership of Dynacare common stock as
of April 15, 2002 are set forth in the proxy statement for the 2002 annual
meeting filed by Dynacare on April 30, 2002. LabCorp and its directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the security holders of Dynacare in favor of
the transaction. The directors and executive officers of LabCorp are set
forth in the proxy statement for the 2002 annual meeting filed by
LabCorp on April 15, 2002. Security holders of Dynacare may obtain
additional information regarding the interests of such participants by
reading the definitive proxy statement when it becomes available.