This filing is made pursuant to
Rule 424(b)(3) under the Securities
Act of 1933 in connection with
Registration No. 333-71896.
PROSPECTUS SUPPLEMENT NO. 11 TO PROSPECTUS DATED JANUARY 15, 2002
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
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.
We have prepared this table based on information given to us by the selling
securityholders listed below prior to the date hereof.
Aggregate Percentage of Number of Percentage of
Principal Amount LYONs Shares of Common Stock
at Maturity of Outstanding 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)
---- ---------------- -------- --------------- ------------
Credit Suisse First Boston Corporation $7,500,000 1.01% 50,290 *
Greek Catholic Union of the USA (3) 135,000 * 905 *
* 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
71,267,623 shares of common stock outstanding as of March 29, 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) Formerly registered as a selling securityholder under the names of Greek
Catholic Union and Greek Catholic Union II. The assets in these two
accounts were combined effective January 18, 2002 under one account named
Greek Catholic Union of the USA.
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 April 12, 2002
(TM)Trademark of Merrill Lynch & Co., Inc.