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<DESCRIPTION>AMERIPATH, INC.
<TEXT>
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<P align="right"><FONT size="2">AmeriPath, Inc. Press Release</FONT>

<DIV align="right"><FONT size="2">&nbsp;</FONT></DIV>

<P align="right"><FONT size="2">Filed by AmeriPath, Inc.<BR>
pursuant to Rule&nbsp;14a-12 under<BR>
the Securities Exchange Act of 1934.</FONT>


<P align="right"><FONT size="2">Subject Company: AmeriPath,
Inc.<BR>Commission File No. 000-22313</FONT>

<P align="right"><FONT size="2">Date: December&nbsp;9, 2002</FONT>


<P align="left"><FONT size="2">On December&nbsp;9, 2002, AmeriPath, Inc. issued the following press release:</FONT>



<P align="left"><FONT size="2"><B>FOR IMMEDIATE RELEASE</B></FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="45%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
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<TR valign="bottom">
    <TD valign="top"><FONT size="2">Contact:<BR>
Gregory A. Marsh<BR>
Vice President &#038; CFO<BR>
AmeriPath, Inc.<BR>
561-845-6211</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&nbsp;<BR>
Michelle D. Getty<BR>
Investor Relations<BR>
AmeriPath, Inc.<BR>
561-712-6260<BR>
E-mail: invrel@ameripath.com</FONT></TD>
</TR>
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<P align="center"><FONT size="2"><B>AMERIPATH, INC. ANNOUNCES $21.25 CASH PER SHARE MERGER AGREEMENT<BR>
WITH COMPANIES FORMED BY WELSH, CARSON, ANDERSON &#038; STOWE</B></FONT>

<P align="left"><FONT size="2">Riviera Beach, FL, December&nbsp;9, 2002 &#150; AmeriPath, Inc. (Nasdaq: PATH), a leading
national provider of cancer diagnostics, genomic, and related information
services, today announced that it has signed an agreement to merge with Amy
Acquisition Corp., a corporation formed by Welsh, Carson, Anderson &#038; Stowe
(&#147;Welsh Carson&#148;). Welsh Carson is a 4.9% stockholder of AmeriPath.
</FONT>
<P align="left"><FONT size="2">The transaction is valued at approximately $839.4&nbsp;million, including
AmeriPath&#146;s anticipated indebtedness as of December&nbsp;31, 2002 of approximately
$106.9&nbsp;million to be refinanced, and including an estimated present value of
$65.1&nbsp;million of certain existing contingent obligations to be assumed.
Pursuant to the merger agreement, outstanding shares of common stock of
AmeriPath will be converted into the right to receive $21.25 per share in cash.
</FONT>
<P align="left"><FONT size="2">AmeriPath&#146;s Board of Directors unanimously approved the transaction following
the unanimous recommendation of a special committee composed of independent
directors. The transaction is expected to be completed prior to April&nbsp;30, 2003
and is subject to the approval of AmeriPath&#146;s shareholders, the closing of
financing arrangements as set forth in commitment letters received by Welsh
Carson or its affiliates, and the expiration of the applicable waiting period
under Hart-Scott-Rodino and other customary conditions.
</FONT>
<P align="left"><FONT size="2">Commenting on the proposed merger, James C. New, the Chairman and Chief
Executive Officer of AmeriPath, stated, &#147;Our special committee of independent
directors, our board, and management believe this merger is an exciting
opportunity for the Company and in the best interests of our shareholders and
the Company. Welsh Carson has a long and successful track record investing in
health care companies and we believe their experience and resources will be
valuable as the Company continues to pursue its strategic objectives.&#148;
</FONT>
<P align="left"><FONT size="2">Welsh Carson is one of the largest private equity firms in the U.S. and the
largest in the world focused exclusively on investments in healthcare,
information services and communications industries. Since its
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="right"><FONT size="2">AmeriPath, Inc. Press Release</FONT>

<P align="left"><FONT size="2">founding in 1979, Welsh Carson has organized investment partnerships with
capital of more than $12&nbsp;billion.
</FONT>
<P align="left"><FONT size="2">Under the merger agreement, AmeriPath is free to seek acquisition proposals for
the sale or merger of the Company through December&nbsp;21, 2002. If a written
indication of interest is received prior to December&nbsp;21, 2002, which
AmeriPath&#146;s board reasonably believes could result in a superior proposal, then
AmeriPath may continue discussions and negotiations with such third party
beyond that date. Beginning December&nbsp;21, 2002, AmeriPath may not solicit
additional acquisition proposals, but its board may, subject to certain
conditions, in the exercise of its fiduciary duties, negotiate unsolicited
proposals received from third parties which the board reasonably believes could
constitute a superior proposal. In the event the merger agreement is
terminated to accept a superior proposal or under certain other circumstances,
AmeriPath has agreed to pay a termination fee of approximately $12.9&nbsp;million.
</FONT>
<P align="left"><FONT size="2">Any third party interested in making an acquisition proposal to AmeriPath
should contact one of these persons: Mr.&nbsp;Ralph Watts, Managing Director
(212-816-8706; ralph.watts@citigroup.com) or Mr.&nbsp;Richard Landgarten, Managing
Director (212-816-3365; richard.landgarten@citigroup.com), Salomon Smith
Barney, Inc., 388 Greenwich Street, New York, New York 10013.
</FONT>
<P align="left"><FONT size="2">AmeriPath is a leading national provider of cancer diagnostics, genomic, and
related information services. The company&#146;s extensive diagnostics
infrastructure includes the Center for Advanced Diagnostics (CAD), a division
of AmeriPath. CAD provides specialized diagnostic testing and information
services including Fluorescence In-Situ Hybridization (FISH), Flow Cytometry,
DNA Analysis, Polymerase Chain Reaction (PCR&#153;, performed pursuant to an
agreement with Roche Molecular Systems, Inc.), Molecular Genetics, Cytogenetics
and HPV Typing. Additionally, AmeriPath provides clinical trial and research
development support to firms involved in developing new cancer and genomic
diagnostics and therapeutics.
</FONT>
<P align="left"><FONT size="2">ADDITIONAL INFORMATION AND WHERE TO FIND IT
</FONT>
<P align="left"><FONT size="2">The proposed transaction will be submitted to AmeriPath&#146;s stockholders for
their consideration, and AmeriPath will file with the SEC a proxy statement to
be used to solicit its stockholders&#146; approval of the proposed transaction, as
well as other relevant documents concerning the proposed transaction.
STOCKHOLDERS OF AMERIPATH ARE URGED TO READ THE PROXY STATEMENT REGARDING THE
PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able
to obtain a free copy of the proxy statement, as well as other filings
containing information about AmeriPath, at the SEC&#146;s Internet site
(http://www.sec.gov). Copies of the proxy statement and the SEC filings that
will be incorporated by reference in the proxy statement can also be obtained,
without charge, by directing a request to: Michelle D. Getty, Investor
Relations, AmeriPath, Inc., Suite&nbsp;200, 7289 Garden Road, Riviera Beach, FL
33404, or by telephone at 561-712-6260 or by e-mail to invrel@ameripath.com
</FONT>
<P align="left"><FONT size="2">PARTICIPANTS IN THE SOLICITATION
</FONT>
<P align="left"><FONT size="2">AmeriPath and its directors, executive officers and other members of their
management and employees may be soliciting proxies from the AmeriPath
stockholders in favor of the transaction. Information concerning persons who
may be considered participants in the solicitation of AmeriPath&#146;s stockholders
under the rules of the Commission is set forth in public filings filed by
AmeriPath with the Commission and will be set forth in the proxy statement when
it is filed with the Commission.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="right"><FONT size="2">AmeriPath, Inc. Press Release</FONT>

<P align="left"><FONT size="2"><I>The statements contained in this press release may include &#147;forward-looking
statements&#146;&#146; within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements &#151; which are sometimes identified by words
such as &#147;may&#148;, &#147;should&#148;, &#147;believe&#146;&#146;, &#147;expect&#146;&#146;, &#147;anticipate&#146;&#146;, &#147;estimate&#148; and
similar expressions and which include any financial or operating estimates,
forecasts or projections &#151; are subject to a number of risks and uncertainties,
many of which involve factors or circumstances that are beyond the Company&#146;s
control. These risks and uncertainties could cause actual results to differ
materially from results anticipated by forward-looking statements. These risks
and uncertainties include the possibility that the merger may not occur due to
the failure of the parties to satisfy the conditions set forth therein, such as
the inability of Welsh, Carson to obtain financing, the failure of AmeriPath
to obtain stockholder approval or the occurrence of events that would have a
material adverse effect on AmeriPath as described in the merger agreement.
Additional risks and uncertainties relating to the Company&#146;s operations
include: the extent of success of the Company&#146;s operating initiatives and
growth strategies; ability to manage growth; access to capital on satisfactory
terms; general economic conditions; terrorism or an escalation of hostilities
or war; competition and changes in competitive factors; federal and state
health care regulation (and compliance); reimbursement
rates under government and third party healthcare programs and the payments
received under such programs; changes in coding; changes in technology;
dependence upon pathologists and customer contracts; the ability to attract,
motivate, and retain pathologists; labor, technology and insurance costs;
marketing and promotional efforts; the availability of pathology practices in
appropriate locations that the Company is able to acquire on suitable terms or
develop; and the successful completion and integration of acquisitions (and
achievement of planned or expected synergies). The forward-looking statements
in this press release are made as of the date hereof based on management&#146;s
current beliefs and expectations, and the Company undertakes no obligation to
update or revise any such statements. Further information regarding risks,
uncertainties and other factors that could affect the Company&#146;s financial or
operating results or that could cause actual results to differ materially from
those expected, estimated or anticipated are included in the Company&#146;s annual,
quarterly, and other reports and filings with the SEC.</I>
</FONT>
<P align="center"><FONT size="2"># # #</FONT>

<P align="left"><FONT size="2">This release is also available at <I>http://www.ameripath.com</I>
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>



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