Laboratory Corporation of America-Registered Trademark- Holdings
358 South Main Street
Burlington, NC 27215
Telephone: 336-584-5171
FOR IMMEDIATE RELEASE
Contact: 336-436-4855 Shareholder Direct: 800-LAB-0401
Pamela Sherry www.labcorp.com
LABCORP ISSUES NOTICE OF REDEMPTION FOR PREFERRED STOCK
BURLINGTON, NC, JUNE 6, 2000 - Laboratory Corporation of America-
Registered Trademark- Holdings (LabCorp-Registered Trademark-)
(NYSE: LH) announced today that it has called for redemption on
July 7, 2000 all of its outstanding 8 1/2 percent Series A
Convertible Exchangeable Preferred Stock and 8 1/2 percent Series
B Convertible Pay-in-Kind Preferred Stock.
The redemption price for both the Series A and Series B preferred
stock is $52.83 per preferred share. The Series A preferred
stock is currently, and following June 30, 2000, the Series B
preferred stock will be, convertible into LabCorp common stock at
the rate of 1.81818 common shares per preferred share at any time
prior to 5:00 p.m., New York City time, on July 6, 2000. At such
time, assuming holders have not previously converted their
preferred stock and that LabCorp pays intervening dividends on
the Series B preferred stock in additional shares of Series B
preferred stock, there will be 4,229,175 and 7,283,445 shares of
Series A and Series B preferred stock, respectively, outstanding.
Conversion of all such shares of preferred stock into common
stock would result in the issuance of a total of 20,932,015
shares of common stock, which, together with the 13,341,038
common shares currently outstanding, would bring the total common
shares outstanding to 34,273,053. Based on the closing price of
the common stock on the New York Stock Exchange on June 5 of
$66.875, each preferred share currently has a value of $121.59
(on an as-converted basis). Holders may elect to convert
preferred stock in whole or in part, with cash to be paid in lieu
of fractional common shares. LabCorp also stated that it intends
to declare dividends on the outstanding Series A and Series B
preferred stock through the redemption date and that its bank
syndicate has agreed to the amendment of its credit facility to
provide funding, if required, to the extent shares of Series A
preferred stock and any shares of Series B preferred stock held
by investors other than Roche Holdings, Inc. are not converted
prior to redemption.
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In the first quarter of 2000, LabCorp reported diluted earnings
per common share on a basis that reflected the conversion of all
shares of Series A and Series B preferred stock outstanding at
March 31, 2000 into common shares.
Also, LabCorp reported that Roche Holdings, Inc. has indicated
that it plans to sell up to 2.5 million shares of common stock to
a limited number of investors in order not to become a majority
shareholder of LabCorp.
Roche currently owns approximately 6,133,000 or 46 percent of
LabCorp common shares and Series B preferred stock
convertible into approximately 11,720,000 LabCorp common
shares. At June 30, 2000, assuming Roche sells the full
amount of the 2.5 million shares of common stock and all
of the Series A and Series B preferred stock (including
the Series B preferred stock held by Roche) is converted,
Roche's ownership of LabCorp common stock would be
approximately 45 percent.
LabCorp has filed a registration statement with the Securities
and Exchange Commission relating to this offer and sale by
Roche of LabCorp stock, but the registration statement has
not yet become effective. Such securities may not be sold
nor may offers to buy be accepted prior to the time the
registration statement becomes effective.
FORWARD-LOOKING CAUTIONARY STATEMENT: This release contains
statements that constitute forward-looking information.
Such statements are subject to certain risks,
uncertainties and assumptions. All of these forward-
looking statements are based on estimates and assumptions
made by LabCorp's management which, although believed by
LabCorp's management to be reasonable, are inherently
uncertain. Such forward-looking statements are not
guarantees of future performance or results and involve
certain risks and uncertainties. Actual results or
developments may differ materially from these forward-
looking statements as a result of various factors. 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, 1999 and
subsequent SEC filings.
