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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934

(Amendment No. 2)

SPECIALTY LABORATORIES, INC.
(Name of the Issuer)


Specialty Laboratories, Inc.
AmeriPath Group Holdings, Inc.
AmeriPath Holdings, Inc.
AmeriPath, Inc.
Welsh, Carson, Anderson & Stowe IX, L.P.
WCAS IX Associates LLC
Specialty Family Limited Partnership
James B. Peter
Deborah A. Estes
(Names of Persons Filing Statement)


Common Stock, no par value
(Title of Class of Securities)


84749R100
(CUSIP Number of Class of Securities)

Specialty Laboratories, Inc.
27027 Tourney Road
Valencia, California 91355
Attention: Nicholas R. Simmons, Esq.
Tel: (661) 799-6543
  Welsh, Carson, Anderson &
Stowe IX, L.P.
320 Park Avenue, Suite 2500
New York, New York 10022
Attention: D. Scott Mackesy
Tel: (212) 893-9500
  Specialty Family Limited Partnership
c/o Specialty Laboratories, Inc.
27027 Tourney Road
Valencia, California 91355
Attention: James B. Peter
(800) 421-7110

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)

Copies to:

Spencer D. Klein, Esq.
Gregory D. Puff, Esq.
O'Melveny & Myers LLP
Times Square Tower
7 Times Square
New York, New York 10036
Tel: (212) 326-2000
  Othon A. Prounis, Esq.
Ropes & Gray LLP
45 Rockefeller Plaza
New York, New York 10111
Tel: (212) 841-5700
  Theodore E. Guth, Esq.
Guth Christopher LLP
10866 Wilshire Blvd., Ste. 1250
Los Angeles, California, 90024
Tel: (310) 234-6939

        This statement is filed in connection with (check the appropriate box):

a. ý   The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. o   The filing of a registration statement under the Securities Act of 1933.
c. o   A tender offer.
d. o   None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee


Transaction Valuation*
  Amount Of Filing Fee**

$207,136,462.00   $24,379.96

*
Calculated solely for purposes of determining the filing fee. The transaction value was determined based on the sum of (a) an aggregate cash payment of $197,601,437.00 for the proposed per share cash payment of $13.25 for 14,913,316 outstanding shares of common stock and (b) an aggregate cash payment of $9,535,025.00 to holders of unvested shares of common stock and outstanding options to purchase common stock with an exercise price less than $13.25 per share.




**
The filing fee, calculated in accordance with Exchange Act Rule 0-11(c)(1), was calculated by multiplying the transaction value by 0.0001177.

ý
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: $24,379.96


Form or Registration No.: Preliminary Proxy Statement


Filing Party: Specialty Laboratories, Inc.


Date Filed: November 4, 2005

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Introduction

        This Amendment No. 2 to Rule 13E-3 Transaction Statement on Schedule 13E-3 (this "Statement" or this "Schedule 13E-3") is being filed with the Securities and Exchange Commission (the "SEC") by the following persons: (a) Specialty Laboratories, Inc., a California corporation (the "Issuer"); (b)(i) AmeriPath Group Holdings, Inc., a Delaware corporation ("Group Holdings"), (ii) AmeriPath Holdings, Inc., a Delaware corporation ("Holdings"), (iii) AmeriPath, Inc., a Delaware corporation ("AmeriPath"), (iv) Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership ("Welsh Carson"), and (v) WCAS IX Associates LLC, a Delaware limited liability company ("WCAS IX Associates" and, together with Group Holdings, Holdings, AmeriPath and Welsh Carson, the "AmeriPath group"); and (c) James B. Peter (a member of the Issuer's board of directors), Deborah A. Estes (a member of the Issuer's board of directors) and the Specialty Family Limited Partnership (collectively, the "SFLP group").

        This Schedule 13E-3 relates to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 29, 2005, among Holdings, AmeriPath, Silver Acquisition Corp., a California corporation and a wholly owned subsidiary of AmeriPath ("Acquisition Corp."), and the Issuer, pursuant to which Acquisition Corp. will merge with and into the Issuer, and the Issuer will continue as the surviving corporation (the "Merger"). Simultaneously with the execution of the Merger Agreement, Holdings, Group Holdings, Aqua Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Group Holdings, certain stockholders of Holdings and certain stockholders of the Issuer entered into a subscription, merger and exchange agreement (the "SME Agreement"). The Specialty Family Limited Partnership and certain other affiliates of James B. Peter and members of the Peter family are the stockholders of the Issuer that are parties to the SME Agreement (collectively, the "continuing investors"). Pursuant to the SME Agreement, among other things, (a) Group Holdings will issue equity securities to certain of the stockholders of Holdings in exchange for cash and shares of Holdings, (b) Group Holdings will issue equity securities to the continuing investors in exchange for a portion of the shares of the Issuer's common stock held by the continuing investors, and (c) Aqua Acquisition Corp. will be merged with and into Holdings, with Holdings being the surviving corporation. Simultaneously with the execution of the Merger Agreement, Holdings, the continuing investors and certain affiliates of the continuing investors entered into a voting agreement (the "Voting Agreement") pursuant to which, among other things, the continuing investors and such affiliates agreed to vote in favor of the Merger and to vote against competing transactions unless the Merger Agreement is terminated.

        Upon completion of the Merger, each share of the Issuer's common stock that is outstanding (other than shares held in the treasury of the Issuer, shares held by Holdings or any direct or indirect wholly owned subsidiary of Holdings or the Issuer or shares held by stockholders who are entitled to and who properly exercise dissenters' rights under California law) will be converted into the right to receive $13.25 in cash. In addition, each option under the Issuer's stock option plans, except as provided in an applicable agreement with the optionee, will be canceled in exchange for an amount in cash determined by multiplying (i) the excess of $13.25 over the per share exercise price of the option by (ii) the number of shares of the Issuer's common stock subject to the option, less applicable withholding taxes. All unvested shares of the Issuer's common stock issued and outstanding immediately prior to the effective time of the Merger shall become fully vested as of the effective time of the Merger. Upon completion of the Merger, current stockholders of the Issuer, other than the continuing investors, will cease to have ownership interests in the Issuer or rights as stockholders. After consummation of the transactions contemplated by the SME Agreement and the Merger Agreement, the surviving corporation will be owned by AmeriPath; AmeriPath will be owned by Holdings; Holdings will be owned by Group Holdings; and Group Holdings will be owned by Welsh Carson, its co-investors, the continuing investors and certain other current stockholders of Holdings.

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        Concurrently with the filing of this Statement, the Issuer is filing with the SEC a definitive Proxy Statement (the "Proxy Statement") under Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to a special meeting of the stockholders of the Issuer at which the stockholders of the Issuer will consider and vote upon, among other things, a proposal to approve the Merger Agreement and the transactions contemplated thereby. At the special meeting, the approval of the Merger Agreement requires the affirmative vote of (i) the holders of a majority of the outstanding shares of common stock of the Issuer entitled to vote and (ii) the holders of a majority of the outstanding shares of common stock of the Issuer not held by the continuing investors or their affiliates.

        The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the Items of Schedule 13E-3. The information contained in the Proxy Statement, including all appendices thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement.

        All information contained in this Statement concerning any of the persons filing this Schedule 13E-3 (each, a "Filing Person") has been provided by such Filing Person and no other Filing Person, including the Issuer, takes responsibility for the accuracy of any information not supplied by such Filing Person.

4


Item 1. Summary Term Sheet

Regulation M-A Item 1001

        The information set forth in the Proxy Statement under the caption "SUMMARY TERM SHEET" is incorporated herein by reference.

Item 2. Subject Company Information

Regulation M-A Item 1002


Item 3. Identity and Background of Filing Persons

Regulation M-A Item 1003 (a) - (c)

5


Item 4. Terms of the Transaction

Regulation M-A Item 1004 Items (a) and (c) - (f)

6


Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005 (a) - (c) and (e)

7


Item 6. Purposes of the Transaction and Plans or Proposals

Regulation M-A Items 1006 (b) and (c)(1) - (8)


8


Item 7. Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

9


Item 8. Fairness of the Transaction

Regulation M-A Item 1014


10


Item 9. Reports, Opinions, Appraisals and Negotiations

Regulation M-A Item 1015

11


Item 10. Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

12


Item 11. Interest in Securities of the Subject Company

Regulation M-A Item 1008

Item 12. The Solicitation or Recommendation

Regulation M-A Item 1012 (d) and (e)

13


Item 13. Financial Statements

Regulation MA Item 1010 (a) and (b)

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

14


Item 15. Additional Information

Regulation M-A Item 1011 (b)

Item 16. Exhibits

Regulation M-A Item 1016(a) - (d), (f) and (g)

        

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SIGNATURES

        After due inquiry and to the best knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

    SPECIALTY LABORATORIES, INC.
           
    By:   /s/  NICHOLAS R. SIMMONS      
        Name: Nicholas R. Simmons
        Title: Sr. Vice President and General Counsel
           
    AMERIPATH HOLDINGS, INC.
           
    By:   /s/  DAVID L. REDMOND      
        Name: David L. Redmond
        Title: Executive Vice President and Chief Financial Officer
           
    AMERIPATH GROUP HOLDINGS, INC.
           
    By:   /s/  DAVID L. REDMOND      
        Name: David L. Redmond
        Title: Vice President
           
    AMERIPATH, INC.
           
    By:   /s/  DAVID L. REDMOND      
        Name: David L. Redmond
        Title: Executive Vice President and Chief Financial Officer
           
    WELSH, CARSON, ANDERSON & STOWE IX,
    L.P.
           
    By:   WCAS IX Associates LLC, its General Partner
           
    By:   /s/  D. SCOTT MACKESY      
        Name: D. Scott Mackesy
        Title: Managing Member
           
    WCAS IX ASSOCIATES LLC
           
    By:   /s/  D. SCOTT MACKESY      
        Name: D. Scott Mackesy
        Title: Managing Member
           

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    JAMES B. PETER, M.D.
           
        /s/  JAMES B. PETER, M.D.      
           
    DEBORAH A. ESTES
           
        /s/  DEBORAH A. ESTES      
           
    SPECIALTY FAMILY LIMITED PARTNERSHIP
           
    By:   /s/  JAMES B. PETER, M.D.      
        Name: James B. Peter, M.D.
        Title: Managing General Partner (as co-trustee of the Peter Family Revocable Trust)
           
    By:   /s/  JOAN C. PETER      
        Name: Joan C. Peter
        Title: General Partner (as co-trustee of the Peter Family Revocable Trust)
           
    By:   /s/  DEBORAH A. ESTES      
        Name: Deborah A. Estes
        Title: General Partner

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EXHIBIT INDEX

(a)(1)   Letter to Stockholders of Specialty Laboratories, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Specialty Laboratories, Inc. with the Securities and Exchange Commission on December 23, 2005.

(a)(2)

 

Notice of Special Meeting of the Stockholders of Specialty Laboratories, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Specialty Laboratories, Inc. with the Securities and Exchange Commission on December 23, 2005.

(a)(3)

 

Proxy Statement of Specialty Laboratories, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Specialty Laboratories, Inc. with the Securities and Exchange Commission on December 23, 2005.

(a)(4)

 

Form of Proxy Card, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Specialty Laboratories, Inc. with the Securities and Exchange Commission on December 23, 2005.

(a)(5)

 

Press release issued by Specialty Laboratories, Inc. dated September 30, 2005, incorporated herein by reference to the Schedule 14A filed by Specialty Laboratories, Inc. with the Securities and Exchange Commission on September 30, 2005.

(a)(6)

 

Certain preliminary draft presentation materials dated July 12, 2005, provided to the Special Committee and the Board of Directors of Specialty Laboratories, Inc. on September 28, 2005.

(b)(1)

 

Commitment Letter dated September 29, 2005 by and among AmeriPath, Inc., Wachovia Bank, National Association, Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Deutsche Bank Trust Company Americas and UBS Loan Finance LLC.*

(c)(1)

 

Opinion of J.P. Morgan Securities Inc. dated as of September 29, 2005, incorporated herein by reference to Appendix B to the Proxy Statement on Schedule 14A filed by Specialty Laboratories, Inc. with the Securities and Exchange Commission on December 23, 2005.

(c)(2)

 

Presentation of J.P. Morgan Securities Inc. to the Board of Directors of Specialty Laboratories, Inc. dated as of September 28, 2005.*

(d)(1)

 

Agreement and Plan of Merger dated as of September 29, 2005 among AmeriPath Holdings, Inc., AmeriPath, Inc. Specialty Laboratories, Inc. and Silver Acquisition Corp., incorporated herein by reference to Appendix A to the Proxy Statement on Schedule 14A filed by Specialty Laboratories, Inc. with the Securities and Exchange Commission on December 23, 2005.

(d)(2)

 

Voting Agreement dated as of September 29, 2005 among AmeriPath Holdings, Inc., the continuing investors and certain affiliates of the continuing investors incorporated herein by reference to Appendix D to the Proxy Statement on Schedule 14A filed by Specialty Laboratories, Inc. with the Securities and Exchange Commission on December 23, 2005.

(d)(3)

 

Subscription, Merger and Exchange Agreement dated as of September 29, 2005 among AmeriPath Holdings, Inc., AmeriPath Group Holdings, Inc., Aqua Acquisition Corp., certain stockholders of AmeriPath Holdings, Inc. party thereto and certain stockholders of Specialty Laboratories, Inc. party thereto, incorporated herein by reference to Appendix E to the Proxy Statement on Schedule 14A filed by Specialty Laboratories, Inc. with the Securities and Exchange Commission on December 23, 2005.
     

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(f)(1)

 

Chapter 13 of the California General Corporation Law, incorporated herein by reference to Appendix C to the Proxy Statement on Schedule 14A filed by Specialty Laboratories, Inc. with the Securities and Exchange Commission on December 23, 2005.

(g)(1)

 

None.

(h)(1)

 

None.

*

 

Filed as an exhibit to the Schedule 13E-3 filed by Specialty Laboratories, Inc. with the Securities and Exchange Commission on November 4, 2005.

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