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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
July 25, 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 it has
completed its previously announced acquisition of Dynacare Inc., a
leading independent provider of laboratory testing in North America.
LabCorp acquired all of the outstanding shares of Dynacare and financed
the transaction by issuing approximately 4.9 million shares of its
common stock and using $260 million in cash, a $150 million bridge
loan, borrowings of $50 million under its $300 million revolver, and
paying off Dynacare's existing $195 million of senior subordinated
unsecured notes. There is a call premium of 103.6% of par on the
notes, which amounts to approximately $7 million.
Dynacare is an independent clinical laboratory offering services in
certain regions of the U.S. and Canada. It operates 26 central
laboratories (two of which are esoteric), 115 rapid response labs and
302 patient service centers in 21 states and two Canadian provinces.
Dynacare's operations also include four joint ventures with hospital
partners-two based in the U.S. and two in Canada. Dynacare had 2001
revenues of approximately $238 million (based on the U.S. GAAP) and has
approximately 6,300 employees.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibit
20 Press release of the Company dated July 25, 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: July 25, 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
Investor@labcorp.com
LABCORP-REGISTERED TRADEMARK- COMPLETES
ACQUISITION OF DYNACARE INC.
Estimated $45 Million in Annual Cost Savings Expected by Year-
End 2004
Burlington, NC, July 25, 2002 - Laboratory Corporation of America-
Registered Trademark- Holdings (LabCorp-Registered Trademark-)
(NYSE: LH) today announced it has completed its previously
announced acquisition of Dynacare Inc., a leading independent provider of
laboratory testing in North America. LabCorp acquired all of the
outstanding shares of Dynacare and financed the transaction by issuing
approximately 4.9 million shares of its common stock and using $260
million in cash, a $150 million bridge loan, borrowings of $50 million
under its $300 million revolver, and paying off Dynacare's existing $195
million of senior subordinated unsecured notes. There is a call premium
of 103.6% of par on the notes, which amounts to approximately $7
million.
Dynacare is an independent clinical laboratory offering services in certain
regions of the U.S. and Canada. It operates 26 central laboratories (two of
which are esoteric), 115 rapid response labs and 302 patient service
centers in 21 states and two Canadian provinces. Dynacare's operations
also include four joint ventures with hospital partners - two based in the
U.S. and two in Canada. Dynacare had 2001 revenues of approximately
$238 million (based on U.S. GAAP) and has approximately 6,300
employees.
"We are delighted to add Dynacare to our national network of industry-
leading clinical laboratories," said Thomas P. Mac Mahon, chairman and
chief executive officer of LabCorp. "It is an excellent strategic
combination for LabCorp, expanding our coverage not only in various
regions of the U.S., but also Canada, where Dynacare has long been a
respected laboratory with a loyal base of physician clients. The
combination of Dynacare with LabCorp allows us to further enhance
service to our clients and their patients by offering more conveniently
located patient service centers and on-site testing facilities. It also allows
us to broaden the array of testing services currently available to
physicians, particularly in specialized fields such as molecular biology,
genetics, oncology and infectious disease, where LabCorp's Esoteric
Centers of Excellence in Research Triangle Park, North Carolina,
Minneapolis, Minnesota and Los Angeles, California offer leading-edge
technologies important in swift and effective patient care."
The Company filed an 8-K on July 24, 2002 that provided guidance for
2002 and 2003. This guidance included the anticipated impact of the
Dynacare acquisition on LabCorp's financial results for these years.
Investors and analysts are directed to this 8-K filing for additional
information on the Company.
The first national clinical laboratory to fully embrace genomic testing,
Laboratory Corporation of America-Registered 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 analyses to
sophisticated molecular diagnostics. Serving over 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.
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