Filed Pursuant to Rule 424(b)(3)
Registration No 333-85894
PROSPECTUS SUPPLEMENT NO. 2 TO PROSPECTUS DATED APRIL 24, 2002
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
$185,000,000
3.50% SENIOR CONVERTIBLE DEBENTURES DUE FEBRUARY 1, 2022
AND
COMMON STOCK ISSUABLE UPON CONVERSION OF THE DEBENTURES
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This prospectus supplement will be used by the holders of debentures listed
below to resell their debentures or the shares of our common stock, par value
$0.01 per share, issuable upon conversion of the debentures.
You should read this prospectus supplement together with the prospectus
dated April 24, 2002, which is to be delivered with this prospectus supplement.
The table below sets forth additional and updated information concerning
beneficial ownership of the debentures, and supplements and, to the extent
inconsistent with, amends the table appearing under the caption "Selling
Securityholders" beginning on page 32 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.
PRINCIPAL NUMBER OF
AMOUNT OF UNDERLYING
DEBENTURES PERCENTAGE OF SHARES OF PERCENTAGE OF
OWNED AND THAT DEBENTURES COMMON STOCK COMMON STOCK
NAME MAY BE SOLD OUTSTANDING THAT MAY BE SOLD OUTSTANDING (1)
Convertible Securities Fund 122,000 * 3,138.67 *
Deephaven Domestic convertible Trading
LTD 3,000,000 1.62% 77,180.34 *
Nations Convertible Securities Fund 7,410,000 4.01% 190,635.45 *
Salomon Smith Barney, Inc. 1,600,000 * 41,162.85 *
US Bancorp Piper Jaffray 4,000,000 2.16% 102,907.13 *
WPG Convertible Arbitrage Overseas
Masters Fund, LP 2,500,000 1.35% 64,316.95 *
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* Less than 1%
(1) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using
44,532,622 shares of common stock outstanding as of May 31, 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 debentures, but we did not assume conversion of any other holder's
debentures.
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INVESTING IN THE DEBENTURES INVOLVES RISKS THAT ARE DESCRIBED IN "RISK
FACTORS RELATING TO OUR DEBT" BEGINNING ON PAGE 9 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 JUNE 10, 2002