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.