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 August 14, 2002 - ------------------ (Date of earliest event reported) LABORATORY CORPORATION OF AMERICA HOLDINGS - ------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 1-11353 13-3757370 -------------- ----------- -------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 358 SOUTH MAIN STREET, BURLINGTON, NORTH CAROLINA 27215 - ------------------------------------------------------- (Address of principal executive offices) 336-229-1127 - ------------ (Registrant's telephone number, including area code) ITEM 9. Regulation FD Disclosure. Pursuant to the Securities and Exchange Commission's ("SEC") Order No. 4-460 (June 27, 2002), Laboratory Corporation of America -Registered Trademark- Holdings (LabCorp -Registered Trademark-)(NYSE:LH) is furnishing herewith the Statements Under Oath of its Principal Executive Officer and its Principal Financial Officer regarding facts and circumstances relating to Exchange Act Filings as Exhibits 99.1 and 99.2 hereto, respectively. Thomas P. Mac Mahon, President, Chief Executive Officer, and Chairman of the Board of LabCorp, and Wesley R. Elingburg, Executive Vice President and Chief Financial Officer of LabCorp signed these statements, which are being filed with the SEC on August 14, 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 ------------------------------------------ (Registrant) By:/s/ BRADFORD T. SMITH ---------------------------------- Bradford T. Smith Executive Vice President and Secretary Date: August 14, 2002 EXHIBIT INDEX Exhibit Description - ------- ------------- Exhibit 99.1 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating To Exchange Act Filings Exhibit 99.2 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating To Exchange Act Filings
EXHIBIT 99.1 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Thomas P. Mac Mahon, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Laboratory Corporation of America Holdings, and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report of Laboratory Corporation of America Holdings on Form 10-K for the year ended December 31, 2001; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Laboratory Corporation of America Holdings filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/THOMAS P. MAC MAHON Subscribed and sworn to - ---------------------------- before me this 13th day of Thomas P. Mac Mahon August 2002. August 13, 2002 /s/CATHERINE B. MCDERMOTT ------------------------------ Notary Public My Commission Expires: 11/5/2002
EXHIBIT 99.2 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Wesley R. Elingburg, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Laboratory Corporation of America Holdings, and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report of Laboratory Corporation of America Holdings on Form 10-K for the year ended December 31, 2001; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Laboratory Corporation of America Holdings filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/WESLEY R. ELINGBURG Subscribed and sworn to - ------------------------------ before me this 13th day of Wesley R. Elingburg August 2002. August 13, 2002 /s/ANN RAYCROFT ---------------------------- Notary Public My Commission Expires: 4/19/04