This filing is made pursuant to Rule
PROSPECTUS SUPPLEMENT NO. 2 TO 424(b)(3) under the Securities Act of
PROSPECTUS DATED JANUARY 15, 2002 1933 in connection with Registration No.
333-71896
LABORATORY CORPORATION OF AMERICA HOLDINGS
$744,000,000
Aggregate Principal Amount at Maturity of Liquid Yield Option(TM)Notes due 2021
(Zero Coupon - Subordinated)
and
Common Stock issuable upon Conversion or Purchase of the LYONs
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This prospectus supplement will be used by the holders of LYONs listed
below to resell their LYONs or the shares of our common stock, par value $0.10
per share, issuable upon conversion or purchase of the LYONs.
You should read this prospectus supplement together with the prospectus
dated January 15, 2002, which is to be delivered with this prospectus
supplement.
The table below sets forth additional and updated information concerning
beneficial ownership of the LYONs, and supplements and, to the extent
inconsistent with, amends the table appearing under the caption "Selling
Securityholders" beginning on page 37 of the prospectus. To the extent that a
selling securityholder is listed both in the table below and in the table
appearing in the prospectus, the information set forth below regarding that
selling securityholder supersedes the information set forth in the prospectus.
In addition, the information set forth below regarding all other holders of
LYONs or future transferees, pledgees, donees, assignees or successors of any
holders supersedes the information regarding such other holders appearing on
page 41 of the prospectus. We have prepared this table based on information
given to us by the selling securityholders listed below prior to the date
hereof.
Aggregate Percentage Percentage of
Principal Amount of LYONs Number of Shares Common Stock
at Maturity of Outstanding of Common Stock Outstanding
LYONs Owned and Prior to the Owned and that Prior to the
Name that May be Sold Offering May be Sold (1) Offering (2)
--------------------------------------------- ---------------- ------------ ---------------- ------------
AFTRA Health Fund $860,000 * 5,766 *
D.E. Shaw Investments, L.P. 4,400,000 * 29,503 *
D.E. Shaw Valence, L.P. 17,600,000 2.37% 118,015 *
Granville Capital Corporation 17,000,000 2.28% 113,991 *
Mainstay Convertible Fund 11,520,000 1.55% 77,246 *
Mainstay VP Convertible Portfolio 3,590,000 * 24,072 *
Morgan Stanley & Co. 20,000,000 2.69% 134,108 *
New York Life Separate Account #7 1,530,000 * 10,259 *
All Other Holders of LYONs or Future
Transferees, Pledgees, Donees, Assignees or
Successors of any Holders (3) (4) 92,770,000 12.47% 622,059 *
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Total (5) $744,000,000 100% 4,988,817 7.07%
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* Less than 1%.
(1) Assumes conversion of all of the holder's LYONs at a conversion rate of
6.7054 shares of common stock per $1,000 principal amount at maturity of
the LYONs. This conversion rate is subject to adjustment, however, as
described under "Description of LYONs--Conversion Rights--Conversion
Adjustments and Delivery of Common Stock" beginning on page 16 of the
prospectus. As a result, the number of shares of common stock issuable
upon conversion of the LYONs may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using
70,553,718 shares of common stock outstanding as of January 3, 2002. In
calculating this amount for each holder, we treated as outstanding the
number of shares of common stock issuable upon conversion of all of that
holder's LYONs, but we did not assume conversion of any other holder's
LYONs.
(3) Information about other selling securityholders will be set forth in
future prospectus supplements, as required.
(4) Assumes that any other holders of LYONs, or any future pledgees, donees,
assignees, transferees or successors of or from any other holders of
LYONs, do not beneficially own any shares of common stock other than the
shares of common stock issuable upon conversion of the LYONs at the
initial conversion rate.
(5) Total number of shares of common stock that may be sold and the related
percentage of common stock outstanding assumes the conversion in full of
all LYONs outstanding. However, as described under "Description of
LYONs--Conversion Rights" beginning on page 14 of the prospectus, a holder
of a LYON otherwise entitled to a fractional share of our common stock
will receive cash equal to the then current sale price of the fractional
share.
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Investing in the LYONs involves risks that are described in "Risk Factors
Relating to the LYONs" beginning on page 8 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus supplement is January 25, 2002
(TM)Trademark of Merrill Lynch & Co., Inc.
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