SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 6)
LABORATORY CORPORATION OF AMERICA HOLDINGS
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(Name of Issuer)
COMMON STOCK, $0.10 PAR VALUE
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(Title of Class of Securities)
5054OR 10 2
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(CUSIP Number)
Peter R. Douglas
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Tel. No.: (212) 450-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 21, 2002
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ].
Note. This document is being electronically filed with the Commission
using the EDGAR system. See Rule 13d-1 (a) for other parties to whom
copies are to be sent.
*The remainder of this cover page should be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Schedule 13D
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CUSIP No. 5054OR 10 2 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Roche Holdings, Inc. 51-0304944
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e). [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER 10,705,074 shares of Common Stock
NUMBER OF
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWED BY
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 10,705,074 shares of Common Stock
PERSON WITH
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10 SHARED DISPOSITIVE POWER N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,705,074 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1% of Common Stock
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14 TYPE OF REPORTING PERSON
CO, HC
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The following information amends and supplements the Schedule 13D dated
April 28, 1995, as previously amended (as so amended, the "Schedule 13D").
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following:
Holdings plans to sell 7.0 million shares of the Company's Common Stock in
an underwritten public offering. Holdings also plans to grant to the
underwriters a 30-day option to purchase an additional 700,000 shares to cover
over- allotments, if any. Holdings currently owns 10,705,074 shares or 15.13%
of the Company's Common Stock. Following the offering, Holdings' ownership of
the Company's Common Stock will be approximately 5.24% (4.25% if the
underwriters' over-allotment option is exercised in full).
Except as described below, all of Holdings' rights with respect to the
Stockholder Agreement will terminate as a result of the proposed offering.
Holdings currently has the right to designate one director for nomination to
the Board of Directors of the Company. Following the proposed offering,
Holdings will no longer have the right to designate a director. Currently, the
Board of Directors of the Company is comprised of seven members. Holdings will
continue to have demand registration rights and have the benefits of various
covenants of the Company with respect to transfers made by the selling
stockholder pursuant to Rule 144A under the Securities Act of 1933.
The Company has filed a registration statement with the Securities and
Exchange Commission relating to the proposed offer and sale by Holdings of the
Company's Common Stock, but the registration statement has not yet become
effective. Such securities may not be sold nor may offers to buy such
securities be accepted prior to the time such registration statement becomes
effective.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by adding the following:
Holdings has entered into a number of call option contracts with respect
to the remaining 3,005,074 shares of the Company's Common Stock it currently
owns which are not covered by the registration statement described in Item 4
above. Each of these call option contracts is similar in form and permits the
counterparty to purchase from Holdings a specified number of shares of the
Company's Common Stock, at a price ranging from $75 to $80 per share, upon the
expiration of that call option contract. The table below sets forth, with
respect to each call option contract, the number of shares of the Company's
Common Stock subject to the call option and the date of expiration of the call
option contract. SwissFirst Bank AG is the counterparty to each of the call
option contracts.
Number of Shares Contract
covered by Contract Expiration Date
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50000 6/21/02
51800 6/21/02
148200 6/21/02
250000 6/21/02
250000 6/21/02
105000 9/20/02
Page 3
Number of Shares Contract
covered by Contract Expiration Date
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145000 9/20/02
250000 9/20/02
203000 9/20/02
47000 9/20/02
161250 9/20/02
93824 9/20/02
500000 11/15/02
50000 11/15/02
200000 11/15/02
65000 11/15/02
44000 11/15/02
28500 11/15/02
66300 11/15/02
46200 11/15/02
250000 11/15/02
If each of the above described call option contracts is exercised in full
upon expiration and the underwriters exercise the full over-allotment option
described in item 4, then Holdings will no longer own any shares of the
Company's Common Stock.
Item 7. Material to be Filed as Exhibits
1: Call Option Contract between Holdings and SwissFirst Bank AG
dated 12/18/01
2: Call Option Contract between Holdings and SwissFirst Bank AG
dated 12/19/01
3: Call Option Contract between Holdings and SwissFirst Bank AG
dated 12/21/01
4: Call Option Contract between Holdings and SwissFirst Bank AG
dated 12/21/01
5: Call Option Contract between Holdings and SwissFirst Bank AG
dated 12/27/01
6: Call Option Contract between Holdings and SwissFirst Bank AG
dated 1/14/02
7: Call Option Contract between Holdings and SwissFirst Bank AG
dated 1/15/02
Page 4
8: Call Option Contract between Holdings and SwissFirst Bank AG
dated 1/16/02
9: Call Option Contract between Holdings and SwissFirst Bank AG
dated 1/16/02
10: Call Option Contract between Holdings and SwissFirst Bank AG
dated 1/17/02
11: Call Option Contract between Holdings and SwissFirst Bank AG
dated 2/11/02
12: Call Option Contract between Holdings and SwissFirst Bank AG
dated 2/12/02
13: Call Option Contract between Holdings and SwissFirst Bank AG
dated 11/20/01
14: Call Option Contract between Holdings and SwissFirst Bank AG
dated 12/21/01
15: Call Option Contract between Holdings and SwissFirst Bank AG
dated 11/23/01
16: Call Option Contract between Holdings and SwissFirst Bank AG
dated 11/26/01
17: Call Option Contract between Holdings and SwissFirst Bank AG
dated 12/5/01
18: Call Option Contract between Holdings and SwissFirst Bank AG
dated 12/13/01
19: Call Option Contract between Holdings and SwissFirst Bank AG
dated 12/14/01
20: Call Option Contract between Holdings and SwissFirst Bank AG
dated 12/17/01
21: Call Option Contract between Holdings and SwissFirst Bank AG
dated 2/11/02
22: Executive Officers and Directors of Holdings, Finance and
Roche Holding.
Page 5
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
Dated: February 27, 2002
ROCHE HOLDINGS, INC.
By: /s/ Marcel Kohler
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Name: Marcel Kohler
Title: Secretary
Page 6
Index to Exhibits
Exhibit 10.01: Call Option Contract between Holdings and SwissFirst Bank
AG dated 12/18/01
Exhibit 10.02: Call Option Contract between Holdings and SwissFirst Bank
AG dated 12/19/01
Exhibit 10.03: Call Option Contract between Holdings and SwissFirst Bank
AG dated 12/21/01
Exhibit 10.04: Call Option Contract between Holdings and SwissFirst Bank
AG dated 12/21/01
Exhibit 10.05: Call Option Contract between Holdings and SwissFirst Bank
AG dated 12/27/01
Exhibit 10.06: Call Option Contract between Holdings and SwissFirst Bank
AG dated 1/14/02
Exhibit 10.07: Call Option Contract between Holdings and SwissFirst Bank
AG dated 1/15/02
Exhibit 10.08: Call Option Contract between Holdings and SwissFirst Bank
AG dated 1/16/02
Exhibit 10.09: Call Option Contract between Holdings and SwissFirst Bank
AG dated 1/16/02
Exhibit 10.10: Call Option Contract between Holdings and SwissFirst Bank
AG dated 1/17/02
Exhibit 10.11: Call Option Contract between Holdings and SwissFirst Bank
AG dated 2/11/02
Exhibit 10.12: Call Option Contract between Holdings and SwissFirst Bank
AG dated 2/12/02
Exhibit 10.13: Call Option Contract between Holdings and SwissFirst Bank
AG dated 11/20/01
Exhibit 10.14: Call Option Contract between Holdings and SwissFirst Bank
AG dated 12/21/01
Exhibit 10.15: Call Option Contract between Holdings and SwissFirst Bank
AG dated 11/23/01
Exhibit 10.16: Call Option Contract between Holdings and SwissFirst Bank
AG dated 11/26/01
Exhibit 10.17: Call Option Contract between Holdings and SwissFirst Bank
AG dated 12/5/01
Exhibit 10.18: Call Option Contract between Holdings and SwissFirst Bank
AG dated 12/13/01
Exhibit 10.19: Call Option Contract between Holdings and SwissFirst Bank
AG dated 12/14/01
Exhibit 10.20: Call Option Contract between Holdings and SwissFirst Bank
AG dated 12/17/01
Exhibit 10.21: Call Option Contract between Holdings and SwissFirst Bank
AG dated 2/11/02
Exhibit 99.1: Executive Officers and Directors of Holdings, Finance and
Roche Holding.
Page 7