Edgar Filing: SPECIALTY LABORATORIES INC

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 19341

SPECIALTY LABORATORIES, INC.

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(Name of Issuer)

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

84749R100
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(CUSIP Number)

Welsh, Carson, Anderson AmeriPath Holdings, Inc. Ropes & Gray LLP
& Stowe 7111 Fairway Drive 45 Rockefeller Plaza
320 Park Avenue Suite 400 New York, NY 10111
Suite 2500 Palm Beach Gardens, Attn: Othon A. Prounis, Esq.
New York, NY 10022 FL 33418 Tel: (212) 841-5700
Attn: Jonathan M. Rather Attn: Jarod T. Moss, Esq.
Tel: (212) 893-9500 Tel: (561) 712-6200

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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 29, 2005
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(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: |_|

Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 8 Pages)

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1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended ("Act"), or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).

Page 2 of 8
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CUSIP No. 84749R100
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

AMERIPATH HOLDINGS, INC.
EIN No.:
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)|_|
(b)|_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO/Not Applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER 0
NUMBER OF --------------------------------------------------------
SHARES 8. SHARED VOTING POWER 14,435,663 shares*
BENEFICIALLY --------------------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER 0
EACH --------------------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER 0
PERSON
WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,435,663 shares*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60%
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14. TYPE OF REPORTING PERSON
CO
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* Beneficial ownership of the shares of common stock of Specialty Laboratories,
Inc. referred to herein is being reported hereunder solely because such shares
may be deemed to be beneficially owned as a result of the Voting Agreement
described in Item 3 hereof. Neither the filing of this Schedule 13D nor any of
its contents shall be deemed to constitute an admission by any of the reporting
persons that it is the beneficial owner of any of the common stock of Specialty
Laboratories, Inc. referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed.

Page 3 of 8
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CUSIP No. 84749R100
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

WELSH, CARSON, ANDERSON & STOWE IX, L.P.
EIN No.:
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)|_|
(b)|_|
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO/Not Applicable
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER 0
NUMBER OF --------------------------------------------------------
SHARES 8. SHARED VOTING POWER 14,435,663 shares*
BENEFICIALLY --------------------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER 0
EACH --------------------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER 0
PERSON
WITH
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,435,663 shares*
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60%
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14. TYPE OF REPORTING PERSON
PN
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Page 4 of 8
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CUSIP No. 84749R100
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

WCAS IX ASSOCIATES, LLC
EIN No.:
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)|_|
(b)|_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO/Not Applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER 0
NUMBER OF --------------------------------------------------------
SHARES 8. SHARED VOTING POWER 14,435,663 shares*
BENEFICIALLY --------------------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER 0
EACH --------------------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER 0
PERSON
WITH
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,435,663 shares*
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
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Page 5 of 8
SCHEDULE 13D

Item 1. Security and Issuer.

The class of equity securities to which this statement on Schedule 13D (the
"Schedule 13D") relates is the Common Stock, no par value ("Common Stock"), of
Specialty Laboratories, Inc., a California corporation (the "Issuer"). The
address of the principal executive offices of the Issuer is 27027 Tourney Road,
Valencia, California 91355.

Item 2. Identity and Background.

(a) - (c) This Schedule 13D is being filed on behalf of AmeriPath Holdings,
Inc., a Delaware corporation ("Holdings"), Welsh, Carson, Anderson & Stowe IX,
L.P., a Delaware limited partnership ("WCAS IX"), and WCAS IX Associates, LLC, a
Delaware limited liability company ("WCAS IX Associates" and together with WCAS
IX, "WCAS"), pursuant to Rule 13d-1(a) and Rule 13d-1(k) promulgated by the
Securities and Exchange Commission (the "Commission") pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Holdings
is controlled by WCAS IX and WCAS IX Associates is the sole general partner of
WCAS IX.

The principal address of Holdings is 7111 Fairway Drive, Suite 400, Palm
Beach Gardens, Florida 33418. The principal address of WCAS is c/o Welsh,
Carson, Anderson & Stowe, 320 Park Avenue, Suite 2500, New York, New York 10022.

The principal business of Holdings is being the parent company of
AmeriPath, Inc., a Delaware corporation ("AmeriPath"), which is a national
provider of physician-based anatomic pathology, dermatopathology and molecular
diagnostic services to physicians, hospitals, national clinical laboratories and
surgery centers. The principal business of WCAS IX is that of an investment
limited partnership. The principal business of WCAS IX Associates is that of
general partner of WCAS IX.

The name, principal occupation and address of each director and executive
officer of Holdings is set forth on Schedule A, which is incorporated by
reference herein. The name, principal occupation and address of each manager of
WCAS IX Associates is set forth on Schedule A, which is incorporated by
reference herein.

Each of Holdings and WCAS has entered into a Joint Filing Agreement, a copy
of which is filed with this Schedule 13D as Exhibit A, pursuant to which such
persons have agreed to file this Schedule 13D jointly in accordance with the
provisions of Rule 13d-1(k)(1) under the Exchange Act. Holdings and WCAS are
sometimes referred to herein as the "reporting persons." Information in this
Schedule 13D with respect to each of the reporting persons is given solely by
such reporting person, and no reporting person assumes responsibility for the
accuracy or completeness of information provided by another reporting person.

(d) - (e) During the last five years, none of the persons or entities
referred to in this Item 2 (including those listed on Schedule A) (i) has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in his being subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

(f) Holdings is a Delaware corporation. WCAS IX is a Delaware limited
partnership. WCAS IX Associates is a Delaware limited liability company. Each
person listed on Schedule A is a citizen of the United States except D. Scott
Mackesy who is a citizen of Canada.

Item 3. Source and Amount of Funds or Other Consideration.

Holdings and WCAS may be deemed to have acquired beneficial ownership of
14,435,663 shares of Common Stock pursuant to a Voting Agreement, dated as of
September 29, 2005 (the "Voting Agreement") between Holdings, Specialty Family

Page 6 of 8
Limited Partnership ("SFLP") and certain other stockholders of the Issuer
(together with SFLP, the "Founder Parties"). Holdings and WCAS disclaim any
beneficial ownership of the shares of Common Stock that are covered by the
Voting Agreement. Subject to the terms of the Voting Agreement, the Founder
Parties agreed to vote in favor of the Merger (as defined in Item 4 below) and
to vote against competing transactions unless the Merger Agreement (as defined
in Item 4 below) is terminated. In addition, each Founder Party granted an
irrevocable proxy to representatives of Holdings to vote the shares of Common
Stock that are covered by the Voting Agreement on the matters described in the
Voting Agreement. Upon termination of the Merger Agreement in certain
circumstances, and the subsequent consummation of an alternative transaction,
the Founder Parties will be required to pay to Holdings 50% of any increase in
consideration paid to the Founder Parties in respect of their shares of Common
Stock over the amounts that would be otherwise payable pursuant to the Merger
Agreement. The provisions of the Voting Agreement apply to all shares of Common
Stock held by the Founder Parties. The Founder Parties disclosed in the Voting
Agreement that they hold 14,435,663 shares of Common Stock, which represents
approximately 60% of the issued and outstanding Common Stock. The Voting
Agreement was entered into in consideration of the execution and delivery of the
Merger Agreement and Holdings did not pay additional consideration in connection
with the execution and delivery of the Voting Agreement.

The foregoing description of the Voting Agreement is qualified in its
entirety by reference to the Voting Agreement which is incorporated herein by
reference to Exhibit B hereto.

Item 4. Purpose of Transaction.

(a) - (j) On September 29, 2005, Holdings, AmeriPath, Silver Acquisition
Corp., a California corporation and wholly owned subsidiary of AmeriPath
("Acquisition"), and the Issuer entered into an Agreement and Plan of Merger
(the "Merger Agreement"), pursuant to which Acquisition will be merged (the
"Merger") with and into the Issuer, with the Issuer continuing as the surviving
corporation (the "Surviving Corporation"). Following the consummation of the
Merger, the Issuer will be a wholly owned subsidiary of AmeriPath. Pursuant to
the Merger Agreement, at the effective time of the Merger, each issued and
outstanding share of Common Stock, other than shares held in treasury or held by
Holdings or any direct or indirect wholly owned subsidiary of Holdings or the
Issuer or held by stockholders who are entitled to and properly exercise dissent
rights under California law, will be converted into the right to receive $13.25
in cash and each outstanding option to purchase a share of Common Stock will be
entitled to receive, unless otherwise provided in an applicable agreement with
the optionee, the difference between the exercise price of the option and
$13.25. The Merger remains subject to the satisfaction or waiver of the
conditions set forth in the Merger Agreement, including obtaining approval of
the shareholders of the Issuer.

Pursuant to the Merger Agreement, the board of directors of Acquisition at
the effective time of the Merger will become the board of directors of the
Surviving Corporation. In addition, at the effective time of the Merger, the
articles of incorporation of the Surviving Corporation will be amended and
restated at the effective time of the Merger to conform to an exhibit attached
to the Merger Agreement and the bylaws of Acquisition at the effective time of
the Merger will become the bylaws of the Surviving Corporation. If the Merger is
consummated, the Common Stock will be de-listed from the New York Stock Exchange
and will be deregistered under Section 12(g)(4) of the Exchange Act.

The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement which is incorporated herein by
reference to Exhibit C hereto.

Simultaneously with the execution of the Merger Agreement, Holdings,
AmeriPath Group Holdings, Inc., a Delaware corporation and a wholly owned
subsidiary of Holdings ("Group Holdings"), Aqua Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Group Holdings ("Aqua Merger Sub"),
WCAS IX and certain other stockholders of Holdings (the "Holdings
Stockholders"), and SFLP and certain of the other Founder Parties entered into a
Subscription, Merger and Exchange Agreement (the "SME Agreement"). Pursuant to
the SME Agreement, (i) Group Holdings will issue shares of its common stock and
shares of its Series A participating preferred stock (collectively, "Group
Holdings Capital Stock") to the Holdings Stockholders in exchange for cash and
for shares of the common stock of Holdings and (ii) Group Holdings will issue
shares of Group Holdings Capital Stock to the Founder Parties party to the SME
Agreement in exchange for a portion of the shares of Common Stock held by such
Founder Parties. In addition, pursuant to the SME Agreement, Aqua Merger Sub
will be merged with and into Holdings and the remaining stockholders of Holdings
that do not contribute their shares of common stock of Holdings to Group
Holdings will

Page 7 of 8

have the right to receive the amount of cash set forth in the SME Agreement. As
a result of this merger, Holdings will become a wholly owned subsidiary of Group
Holdings.

The foregoing description of the SME Agreement is qualified in its entirety
by reference to the SME Agreement which is incorporated herein by reference to
Exhibit D hereto.

Item 5. Interest in Securities of the Issuer.

(a) - (b) The responses of Holdings and WCAS with respect to Rows 11, 12
and 13 of the cover pages to this Schedule 13D that relate to the aggregate
number and percentage of Common Stock are incorporated herein by reference. The
responses of Holdings and WCAS with respect to Rows 7, 8, 9, and 10 of the cover
pages of this Schedule 13D that relate to the number of shares of Common Stock
as to which Holdings or WCAS has sole power to vote or to direct the vote,
shared power to vote or to direct the vote or sole or shared power to dispose or
to direct the disposition are incorporated herein by reference. Holdings and
WCAS may be deemed to have shared power to vote such shares of Common Stock with
respect to the limited matters described in Item 3 above. Holdings and WCAS
disclaim any beneficial ownership of the shares of the Common Stock that are
covered by the Voting Agreement.

(c) Other than as described in Items 3 and 4 above, there have been no
transactions in the Common Stock that were effected during the past sixty days
by Holdings or WCAS.

(d) Other than with respect to the rights described in Item 3 above,
neither Holdings nor WCAS possesses any right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the securities
of the Issuer.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

Except as described in this Schedule 13D or the Exhibits hereto, no
reporting person nor, to the best knowledge of the reporting persons, the other
persons or entities named in Item 2 above has any contracts, arrangements,
understandings or relationships with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

A. Agreement, dated October 11, 2005, among AmeriPath Holdings, Inc., Welsh,
Carson, Anderson & Stowe IX, L.P. and WCAS IX Associates, LLC to jointly
file this Schedule 13D.

B. Voting Agreement dated as of September 29, 2005, among AmeriPath Holdings,
Inc., and the stockholders of Specialty Laboratories, Inc. listed therein
(incorporated herein by reference to Exhibit 10.2 to Form 8-K filed by
AmeriPath, Inc. on October 4, 2005).

C. 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 Exhibit
2.1 to Form 8-K filed by AmeriPath, Inc. on October 4, 2005).

D. Subscription, Merger and Exchange Agreement dated as of September 29, 2005,
among AmeriPath Holdings, Inc., AmeriPath Group Holdings, Inc., Aqua
Acquisition Corp., the stockholders of AmeriPath Holdings, Inc. listed
therein and the stockholders of Specialty Laboratories, Inc. listed therein
(incorporated herein by reference to Exhibit 10.1 to Form 8-K filed by
AmeriPath, Inc. on October 4, 2005).

Page 8 of 8

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Schedule 13D is
true, complete and correct.

Dated: October 11, 2005.

AMERIPATH HOLDINGS, INC.

By: /s/ David L. Redmond
----------------------------------
David L. Redmond
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
----------------------------------
D. Scott Mackesy
Manager

WCAS IX ASSOCIATES, LLC

By: /s/ D. Scott Mackesy
----------------------------------
D. Scott Mackesy
Manager

SCHEDULE A
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Directors and Executive
Officers of Principal Business
AmeriPath Holdings, Inc. or Occupation Business Address
---------------------- ----------------------------------- -----------------------------

Donald E. Steen Chairman and Chief Executive Officer 7111 Fairway Drive, Suite 400
of AmeriPath Holdings, Inc. Palm Beach Gardens, FL 33418

C. Arnold Renschler, M.D. Director of AmeriPath Holdings, Inc. 7111 Fairway Drive, Suite 400
Palm Beach Gardens, FL 33418

Jeffrey A. Mossler, M.D. Vice Chairman of AmeriPath Holdings, 7111 Fairway Drive, Suite 400
Inc. Palm Beach Gardens, FL 33418

Raymond Ranelli Director of AmeriPath Holdings, Inc. 7111 Fairway Drive, Suite 400
Palm Beach Gardens, FL 33418

Clay J. Cockerell, M.D. Director of AmeriPath Holdings, Inc. 7111 Fairway Drive, Suite 400
Palm Beach Gardens, FL 33418

Brett P. Brodnax Director of AmeriPath Holdings, Inc. 7111 Fairway Drive, Suite 400
Palm Beach Gardens, FL 33418

Paul B. Queally General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe and Director of New York, NY 10022
AmeriPath Holdings, Inc.

D. Scott Mackesy General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe and Director of New York, NY 10022
AmeriPath Holdings, Inc.

Sean M. Traynor General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe and Director of New York, NY 10022
AmeriPath Holdings, Inc.

David L. Redmond Executive Vice President and Chief 7111 Fairway Drive, Suite 400
Financial Officer of AmeriPath Palm Beach Gardens, FL 33418
Holdings, Inc.

R. Keith Laughman President of Esoteric Services of 7111 Fairway Drive, Suite 400
AmeriPath Holdings, Inc. Palm Beach Gardens, FL 33418

Steven E. Casper President of Dermatopathology Services 7111 Fairway Drive, Suite 400
of AmeriPath Holdings, Inc. Palm Beach Gardens, FL 33418

Managers of
WCAS IX Associates, LLC Principal Business or Occupation Business Address
---------------------- -------------------------------- ------------------------------------
Paul B. Queally General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe and Director of New York, NY 10022
AmeriPath Holdings, Inc.

D. Scott Mackesy General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe and Director of New York, NY 10022
AmeriPath Holdings, Inc.

Sean M. Traynor General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe and Director of New York, NY 10022
AmeriPath Holdings, Inc.

John Almeida, Jr. General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe New York, NY 10022

Bruce K. Anderson General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe New York, NY 10022

Russell L. Carson General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe New York, NY 10022

John D. Clark General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe New York, NY 10022

Anthony J. de Nicola General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe New York, NY 10022

James R. Matthews General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe New York, NY 10022

Thomas E. McInerney General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe New York, NY 10022

Robert A. Minicucci General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe New York, NY 10022

Jonathan M. Rather General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe New York, NY 10022

Sanjay Swani General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe New York, NY 10022

Patrick J. Welsh General Partner of Welsh, Carson, 320 Park Avenue, Suite 2500
Anderson & Stowe New York, NY 10022