-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HowMEUxaUG0XPnEwt5mZgY48ZYP67wYK0Uj79byNHCYHA6HYxcaDCLIXKB5Grhlp ib4g79dUXc/y+1hztIf07w== 0000950103-01-500960.txt : 20010518 0000950103-01-500960.hdr.sgml : 20010518 ACCESSION NUMBER: 0000950103-01-500960 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010517 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LABORATORY CORP OF AMERICA HOLDINGS CENTRAL INDEX KEY: 0000920148 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 133757370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43489 FILM NUMBER: 1642488 BUSINESS ADDRESS: STREET 1: 358 S MAIN ST CITY: BURLINGTON STATE: NC ZIP: 27215 BUSINESS PHONE: 3362291127 MAIL ADDRESS: STREET 1: 358 S MAIN ST CITY: BURLINGTON STATE: NC ZIP: 27215 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL HEALTH LABORATORIES HOLDINGS INC DATE OF NAME CHANGE: 19940314 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROCHE HOLDINGS INC CENTRAL INDEX KEY: 0000904566 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 510304944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 410 S STATE STREET CITY: DOVER STATE: DE ZIP: 19901 BUSINESS PHONE: 2124504336 MAIL ADDRESS: STREET 1: 410 S STATE ST CITY: DOVER STATE: DE ZIP: 19901 SC 13D/A 1 may1701_sc13da4.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------- 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. 4) LABORATORY CORPORATION OF AMERICA HOLDINGS - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.10 PAR VALUE - ------------------------------------------------------------------------------- (Title of Class of Securities) 5054OR 10 2 - ------------------------------------------------------------------------------- (CUSIP Number) Peter R. Douglas Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Tel. No.: (212) 450-4000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 10, 2001 - ------------------------------------------------------------------------------- (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 - ------------------------------------------------------------------------------- CUSIP No. 5054OR 10 2 13D Page 2 of 4 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Roche Holdings, Inc. 51-0304944 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e). [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 11,352,537 shares of Common Stock SHARES --------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER N/A OWNED BY --------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 11,352,537 shares of Common Stock REPORTING --------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER N/A - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,352,537 shares of Common Stock - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.43% of Common Stock - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO, HC - ------------------------------------------------------------------------------- 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 5.5 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 500,000 shares to cover over- allotments, if any. Holdings currently owns 11,352,537 shares or 32.43% of the Company's Common Stock. Following the offering, Holdings' ownership of the Company's Common Stock will be approximately 16.72% (15.3% 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 three directors for nomination to the Board of Directors of the Company. Following the proposed offering, Holdings will have the right to designate one 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 7. Material to be Filed as Exhibits 1. Executive Officers and Directors of Holdings, Finance and Roche Holding. Page 3 of 4 Pages 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: May 15, 2001 ROCHE HOLDINGS, INC. By: /s/ Marcel Kohler -------------------- Name: Marcel Kohler Title: Secretary Page 4 of 4 Pages Index to Exhibits Exhibit 99.1: Executive Officers and Directors of Holdings, Finance and Roche Holding. EX-99.1 2 may1701_ex9901.txt EXHIBIT 99.1 SCHEDULE A Executive Officers and Directors (*) of Roche Holdings, Inc. The names of the Directors and the names and titles of the Executive Officers of Roche Holdings, Inc. and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of Roche Holding Ltd which is Grenzacherstrasse 124, 4002 Basel, Switzerland. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Roche Holding Ltd and each individual is a Swiss citizen. Name, Business Address Present Principal Occupation * Dr. h.c. Fritz Gerber.................Chairman of the Board and President * Dr. Henri B. Meier...................Businessman Marcel Kohler...........................Vice President Controller and Secretary One Commerce Center, Suite 1050 of Roche Holdings, Inc. Wilmington, DE 19801 SCHEDULE B Executive Officers and Directors (*) of Roche Finance Ltd The names of the Directors and the names and titles of the Executive Officers of Roche Finance Ltd and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of Roche Holding Ltd, which is Grenzacherstrasse 124, 4002 Basel, Switzerland. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Roche Holding Ltd and each individual is a Swiss citizen. Name, Business Address Present Principal Occupation * Dr. h.c. Fritz Gerber.................Chairman of the Board and President * Dr. Franz B. Humer....................Executive Officer * Dr. Henri B. Meier....................Businessman SCHEDULE C Executive Officers and Directors of Roche Holding Ltd The names of the Directors and the names and titles of the Executive Officers of Roche Holding Ltd and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of Roche Holding Ltd, which is Grenzacherstrasse 124, 4002 Basel, Switzerland. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Roche Holding Ltd and each individual is a Swiss citizen, except that Mr. Brabeck-Letmathe is an Austrian citizen, Mr. von Prondzynski is a German citizen, Professor Bell is a Canadian citizen and Mr. Burns and Professor Knowles are citizens of the United Kingdom. Dr. Gottlieb A. Keller is the Secretary to the Board of Directors. Mr. Pierre Jaccoud is the Secretary to the Executive Committee. Board of Directors Dr. Franz B. Humer Chairman Dr. Andres F. Leuenberger Vice-Chairman Dr. Rolf Hanggi Vice-Chairman Mr. Peter Brabeck-Letmathe Chief Executive Officer of Nestle Nestle SA Avenue Nestle, CH-1800 Verey Mr. Andre Hoffman Businessman Massellaz S.A. Place du Casino 4 1110 Morges Dr. h.c. Fritz Gerber Businessman Dr. Henri B. Meier Businessman Dr. Andreas Oeri Surgeon Praxisgemeinschaft Clarahof Clarahofweg 19a CH-4005 Basel Professor John Bell University Professor Nuffield Professor of Clinical Medicine University of Oxford Level 7, John Radcliffe Hospital Headington, Oxford OX 3 9DU United Kingdom Mr.Walter Frey Chairman of the Board of Directors Prasident des Verwaltungsrates of Emil Frey A.G. Emil Frey AG Badenerstrasse 600 8048 Zurich Executive Committee Dr. Franz B. Humer Chief Executive Officer Mr. William M. Burns Pharmaceuticals Division Mr. Heino von Prondzynski Diagnostics Division Dr. Markus Altwegg Vitamins and Fine Chemicals Division Mr. Richard Laube Pharma Consumer Health Professor Jonathan Knowles Global Pharmaceutical Research Dr. Daniel Villiger Corporate Services
-----END PRIVACY-ENHANCED MESSAGE-----