EXHIBIT 4.5
RIGHTS LABORATORY CORPORATION OF NUMBER OF RIGHTS:
CERTIFICATE NO. AMERICA HOLDINGS CUSIP NO. 50540R 12 8
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH
IN THE LABORATORY CORPORATION OF AMERICA HOLDINGS PROSPECTUS DATED , 1997
(THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF
THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM LABORATORY CORPORATION OF
AMERICA HOLDINGS AND AMERICAN STOCK TRANSFER & TRUST COMPANY (THE
"SUBSCRIPTION AND INFORMATION AGENT").
THIS CERTIFICATE OR A NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE SUBSCRIPTION AND INFORMATION AGENT WITH PAYMENT IN FULL BY
5:00 P.M., NEW YORK TIME, ON ___________________ 1997 (SUCH DATE, SUBJECT TO
EXTENSION AS PROVIDED IN THE PROSPECTUS, IS REFERRED TO IN THIS CERTIFICATE AS
THE "EXPIRATION DATE").
AN EXERCISE OF RIGHTS EVIDENCED HEREBY IS IRREVOCABLE.
The Rights represented by this Rights Certificate may be
exercised by duly completing Form 1 and may be transferred, exercised or sold
through a bank or broker by duly completing Form 2. Rights Holders (as
defined in the Prospectus) are advised to review the Prospectus and
instructions (copies of which are available from the Subscription and
Information Agent) before exercising or selling their Rights.
IMPORTANT: Complete the appropriate FORM and if applicable,
delivery instructions, and SIGN on reverse side.
SUBSCRIPTION PRICE $50 PER SHARE RIGHTS TO PURCHASE % SERIES A
CONVERTIBLE
REGISTERED OWNER: EXCHANGEABLE PREFERRED STOCK OR
% SERIES B CONVERTIBLE PAY-IN-KIND
PREFERRED STOCK OF
LABORATORY CORPORATION OF AMERICA HOLDINGS
The registered owner or assigns whose name is inscribed hereon
is entitled to subscribe for shares of either % Series A Convertible
Exchangeable Preferred Stock or % Series B Convertible Pay-in-Kind Preferred
Stock (together, referred to in this certificate as the "Preferred Stock")
upon the terms and subject to the conditions set forth in the Prospectus and
instructions relating thereto.
Date:
By_________________________ By_______________________________
Chief Executive Officer Secretary
THIS RIGHTS CERTIFICATE IS TRANSFERABLE AND MAY BE COMBINED OR
DIVIDED AT THE OFFICE OF THE SUBSCRIPTION AND INFORMATION AGENT.
RIGHTS HOLDERS SHOULD BE AWARE THAT IF THEY CHOOSE TO EXERCISE
OR TRANSFER LESS THAN ALL OF THE RIGHTS EVIDENCED HEREBY, THEY MAY NOT RECEIVE
A NEW RIGHTS CERTIFICATE IN SUFFICIENT TIME TO EXERCISE THE REMAINING RIGHTS
EVIDENCED THEREBY.
Delivery: American Stock Transfer & Trust Company Countersigned: American Stock Transfer & Trust Company
40 Wall Street (New York, NY) Subscription and Information Agent
New York, NY 10005 Authorized Signature
FORM 1 - EXERCISE AND SUBSCRIPTION: The undersigned hereby
irrevocably exercises one or more Rights evidenced by this Rights Certificate
to subscribe for an equal amount of either % Series A Convertible
Exchangeable Preferred Stock or % Series B Convertible Pay-in-Kind
Preferred Stock as indicated below, on the terms and subject to the
conditions specified in the Prospectus, receipt of which is hereby
acknowledged.
(a) Number of shares subscribed for pursuant to the Basic Subscription
Privilege (as defined in the Prospectus). (One Right needed to
subscribe for each full share.)
__________X $50 per share = $____________
(Number of shares -- whole number only)
SERIES OF PREFERRED STOCK (CHECK ONLY ONE):(*)
[ ] % Series A Convertible Exchangeable Preferred Stock
[ ] % Series B Convertible Pay-in-Kind Preferred Stock
(b) Number of shares subscribed for pursuant to the Oversubscription
Privilege (as defined in the Prospectus).(**) Shares issued
pursuant to the Oversubscription Privilege will be of the same
series of Preferred Stock issued pursuant to the Basic Subscription
Privilege.
__________X $50 per share = $____________
(Number of shares -- whole number only)
(c) Total Subscription Price. (Total number of shares subscribed for
pursuant to both the Basic Subscription Privilege and the
Oversubscription Privilege, times the Subscription Price of
$50.)(***)
$______________
METHOD OF PAYMENT (CHECK ONE)
[ ] CHECK, BANK DRAFT OR MONEY ORDER PAYABLE TO AMERICAN STOCK
TRANSFER & TRUST COMPANY
[ ] WIRE TRANSFER DIRECTLY TO AMERICAN STOCK TRANSFER & TRUST COMPANY,
ACCOUNT NO. _________________________________, ABA NO. ________
(*) A failure to indicate a series of Preferred Stock will result in the
issuance of % Series A Convertible Exchangeable Preferred Stock.
(**) Shares of Preferred Stock available to Rights Holders pursuant to the
Oversubscription Privilege may be limited as set forth in the Prospectus. If
the shares of Preferred Stock subscribed for pursuant to the Oversubscription
Privilege exceeds the number of shares actually tendered to the subscriber,
the portion of the Subscription Price tendered corresponding to those excess
shares shall be returned to the subscriber, without interest, as soon as
practicable after the Expiration Date.
(***)If the amount enclosed or transmitted is not sufficient to pay the
Subscription Price for all shares that are stated to be subscribed for, or if
the number of shares being subscribed for is not specified, the number of
shares subscribed for will be assumed to be the maximum number that could be
subscribed for upon payment of such amount. If the Oversubscription Privilege
is not exercised and the amount enclosed or transmitted exceeds the
Subscription Price for all shares represented by this Rights Certificate, the
person subscribing pursuant thereto shall be deemed to have exercised the
Oversubscription Privilege to purchase, to the extent available, that number
of whole shares of Preferred Stock equal to the quotient obtained by dividing
the subscription excess by $50. Any amount remaining after such division
shall be returned to the subscriber without interest.
(d) If the number of Rights being exercised pursuant to the Basic
Subscription Privilege is less than all of the Rights represented by
this Rights Certificate (check only one):
[ ] DELIVER TO ME A NEW RIGHTS CERTIFICATE EVIDENCING THE REMAINING
RIGHTS TO WHICH I AM ENTITLED.
[ ] DELIVER A NEW RIGHTS CERTIFICATE EVIDENCING THE REMAINING RIGHTS IN
ACCORDANCE WITH MY FORM 2 INSTRUCTIONS (please include any required
signature guarantees).
[ ] CHECK HERE IF RIGHTS ARE BEING EXERCISED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY DELIVERED TO THE SUBSCRIPTION AND INFORMATION
AGENT PRIOR TO THE DATE HEREOF AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):____________________________________
Window Ticket number (if any):_____________________________________
Date of execution of Notice of Guaranteed Delivery:________________
Name of institution which guaranteed delivery:_____________________
[ ] FORM 2-CHECK HERE TO TRANSFER YOUR RIGHTS CERTIFICATE OR SOME OR ALL
OF YOUR RIGHTS EVIDENCED HEREBY OR TO EXERCISE OR SELL RIGHTS
THROUGH YOUR BANK OR BROKER: For value received,
___________________ Rights represented by this Rights Certificate
are hereby assigned to (please print name, address and Social
Security Number or Taxpayer ID No. of transferees in full):
Name:______________________________________________________________
Address:___________________________________________________________
___________________________________________________________________
___________________________________________________________________
Social Security Number
or Taxpayer ID No.:________________________________________________
[ ] FORM 3-DELIVERY INSTRUCTIONS: Name and/or address for mailing any
Preferred Stock, new Rights Certificate or cash payment if other
than shown on the front hereof:
Name:______________________________________________________________
Address:___________________________________________________________
___________________________________________________________________
___________________________________________________________________
Social Security Number
or Taxpayer ID No.:________________________________________________
IMPORTANT
RIGHTS HOLDER SIGN HERE
___________________________________________________________________
___________________________________________________________________
(Signature(s) of Registered Holder(s))
___________________________________________________________________
(Capacity)
Dated: ______________________________________________________, 1997
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
this Rights Certificate. If signature is by trustee(s), executor(s),
administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s), or a
corporation or another acting in a fiduciary or representative capacity,
please provide the following information. See instructions.)
Name(s): _________________________________________________________
_________________________________________________________
(Please Print)
Capacity: _________________________________________________________
Address: _________________________________________________________
(Including Zip Code)
Area Code and Telephone Number:
_________________________________________________________
(Home)
_________________________________________________________
(Business)
Social Security Number or Taxpayer ID No.:
_________________________________________________________
GUARANTEE OF SIGNATURE(S)
Note: See paragraph 5(c) of Instructions
Authorized Signature ______________________________________________
Name: _____________________________________________________________
Title: ____________________________________________________________
Name of Firm: _____________________________________________________
Address: __________________________________________________________
Area Code and Telephone Number:____________________________________
Dated: ______________________________________________________, 1997