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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
January 17, 2003
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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 DIANON Systems Inc.,
a leading U.S. provider of anatomic pathology and oncology testing
services. LabCorp acquired all of the outstanding shares of DIANON,
financing the transaction by using a $350 million bridge loan and
borrowings of $248.4 million under its $350 million revolver. LabCorp
anticipates that the acquisition will be accretive to LabCorp's 2003
diluted earnings per share by approximately $0.05 and expects to
realize an estimated $35 million in annual cost savings synergies by
year-end 2005.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibit
20 Press release of the Company dated January 17, 2003.
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: January 17, 2003
Laboratory Corporation of America-Registered Trademark- Holdings
358 South Main Street
Burlington, NC 27215
Telephone: 336-584-5171
FOR IMMEDIATE RELEASE
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Contact: 336-436-4855
Pamela Sherry
Investor@labcorp.com
Shareholder Direct: 800-LAB-0401
www.labcorp.com
LABCORP-REGISTERED TRADEMARK- COMPLETES
ACQUISITION OF DIANON Systems Inc.
Combined Company to Significantly Expand Specialized
Cancer Testing
Burlington, NC, January 17, 2003 - Laboratory Corporation of
America-Registered Trademark- Holdings (LabCorp-Registered
Trademark-) (NYSE: LH) today announced it has completed its
previously announced acquisition of DIANON Systems Inc., a
leading U.S. provider of anatomic pathology and oncology testing
services. LabCorp acquired all of the outstanding shares of
DIANON, financing the transaction by using a $350 million bridge
loan and borrowings of $248.4 million under its $350 million
revolver. LabCorp anticipates that the acquisition will be accretive
to LabCorp's 2003 diluted earnings per share by approximately
$0.05 and expects to realize an estimated $35 million in annual cost
savings synergies by year-end 2005.
Focusing on the outpatient market, DIANON is a leading provider of
anatomic pathology and oncology testing services in the U.S.
DIANON serves more than 14,000 of the 50,000 oncology, urology,
dermatology, gynecology and gastroenterology specialists practicing
in the U.S. Approximately 1,100 employees process more than 8,000
samples per day in one main testing facility and four regional labs.
Its proprietary CarePath-Trademark- Health Information Service
provides personalized, diagnosis-specific information to physicians
and their patients at critical moments in the healthcare process.
"We are absolutely delighted to add DIANON 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, generating
sizeable cost savings synergies. More compelling, however, the
combined company is now in an exceptional position to nationally
offer a full range of leading-edge anatomic, genomic and clinical
testing technology for the large and rapidly growing cancer
diagnostics market. Together, we can optimize DIANON's system of
specialized pathology with LabCorp's tremendous infrastructure,
financial strength and focus on evolving technology to create
unprecedented opportunities for our employees and shareholders,
and unparalleled services for our customers."
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
25,000 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. Actual results could differ materially from those suggested by
these forward-looking statements. 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.