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. 23 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
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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.
We have prepared this table based on information given to us by the selling
securityholders listed below prior to the date hereof.
Aggregate Percentage
Principal Percentage Number of of
Amount of Shares Common
at Maturity LYONs of Common Stock
of LYONs Outstanding Stock Owned Outstanding
Owned and Prior to and that Prior
that May the May be to the
Name be Sold Offering Sold(1) Offering(2)
-------------------------- ---------- ----------- ------------ -----------
Ramius Master Fund, Ltd. $1,210,000 * 16,227 *
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* Less than 1%.
(1) Assumes conversion of all of the holder's LYONs at a conversion rate of
13.4108 shares of common stock per $1,000 principal amount at maturity
of the LYONs as a result of a 2-for-1 forward split on May 10, 2002.
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
125,234,485 shares of common stock outstanding as of July 27, 2006.
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) Previously registered as a selling securityholder under the name of GM
Welfare Benefits Trust. Saranac Capital Management L.P. acts as a
discretionary investment advisor and may be deemed to act on the behalf
of the beneficial owner of such debentures.
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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 July 31, 2006
(TM)Trademark of Merrill Lynch & Co., Inc.