Laboratory Corp of America Holdings – ‘8-K’ for 12/12/01 – EX-20

On:  Thursday, 12/13/01   ·   For:  12/12/01   ·   Accession #:  920148-1-500045   ·   File #:  1-11353

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Company 8-K                                            2±    10K 
 2: EX-20       Company Press Release                                  2±    11K 

EX-20   —   Company Press Release

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                                                           
Pamela Sherry                                                 
Investor@labcorp.com                                          

Shareholder Direct:     800-LAB-0401                                            
www.labcorp.com                 

LABCORP ADOPTS STOCKHOLDER RIGHTS PLAN                                          

Burlington, NC, December 12, 2001 - Laboratory Corporation of America-          
Registered Trademark- Holdings (LabCorp-Registered Trademark-) (NYSE:           
LH) today announced that its Board of Directors adopted a Stockholder Rights    
Plan designed to enhance the Board's ability to protect stockholders against,   
among other things, unsolicited attempts to acquire control of LabCorp that do  
not offer an adequate price to all stockholders or are otherwise not in the     
best interests of LabCorp and its stockholders. The Plan was not adopted in     
response to any specific effort to acquire control of the Company, and the      
Company is not aware of any such effort.                                        

Under the Plan each common stockholder of record at the close of business on    
December 21, 2001, will receive a dividend of one right for each share of       
Common Stock held. Each right entitles the holder to purchase from LabCorp      
one one-hundredth of a share of a new series of participating Preferred Stock   
at an initial purchase price of $400. The rights will become exercisable and    
will detach from the Common Stock a specified period of time after any person   
has become the beneficial owner of 15% or more of LabCorp's Common Stock        
(subject to certain exceptions) or commenced a tender or exchange offer which,  
if consummated, would result in any person becoming the beneficial owner of     
15% or more of the Common Stock.                                                

If any person becomes the beneficial owner of 15% or more of LabCorp's          
Common Stock, each right will entitle the holder, other than the acquiring      
person, to purchase, for the initial purchase price, LabCorp Common Stock       
having a value of twice the initial purchase price.  If, following an           
acquisition of 15% or more of LabCorp's Common Stock, LabCorp is                
involved in certain mergers or other business combinations or sells or          
transfers more than 50% of its assets or earning power, each right will         
entitle the holder to purchase, for the initial purchase price, common stock    
of the other party to such transaction having a value of twice the initial      
purchase price.                                                                 

At any time after a person has acquired 15% or more (but before any person      
has acquired more than 50%) of the Company's Common Stock, LabCorp may          
exchange all or part of the rights for shares of Common Stock at an exchange    
ratio of one share of Common Stock per right.                                   

The existing reported shareholdings of Roche Holdings Inc. (the owner of        
approximately 15.29% of LabCorp's outstanding common stock) and its             
affiliates and associates will not trigger any rights under the Plan so long    
as Roche and its affiliates and associates do not acquire any additional        
shares of LabCorp's Common Stock.                                               

LabCorp may redeem the rights at a price of $0.001 per right at any time prior  
to a specified period of time after a person has become the beneficial owner    
of 15% or more of its Common Stock. The rights will expire on December 13,      
2011, unless earlier exchanged or redeemed.                                     

"The rights are intended to enable all LabCorp stockholders to realize the      
long-term value of their investment in LabCorp," said Bradford T. Smith,        
Executive Vice President, Public Affairs. "The rights would not prevent a       
takeover of LabCorp. However, the Rights Plan should encourage anyone           
seeking to acquire LabCorp to negotiate with the Board prior to attempting a    
takeover."                                                                      

About LabCorp                                                                   
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 $1.9 billion in  
2000 and over 18,000 employees, the company offers more than 4,000 clinical     
tests ranging from routine blood analyses to sophisticated molecular            
diagnostics. Serving over 200,000 clients nationwide, LabCorp leverages 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 Viro-Med       
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.                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
		12/13/11		3,  4
		12/21/01		8-A12B
Filed on:		12/13/01
For Period End:		12/12/01
				List all Filings