UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
LabOne, Inc.
(Name of Issuer)
Common Stock $.01 Par Value
(Title of Class of Securities)
505 40 E 101
(CUSIP Number)
Lathrop M. Gates, 2345 Grand Blvd., Suite 2800,
Kansas City, MO 64108, (816) 292-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
2-8-95
(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(b)(3) or (4), check the following
box.
Check the following box if a fee is being paid with this
statement . (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
*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 the 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 ("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).
(1) Name of Reporting Person. S.S. or I.R.S.
Identification No. of Above Person
Seafield Capital Corporation 43-1039532
(2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(See Instructions)
(3) SEC Use Only
(4) Source of funds*
WC
(5) Check Box if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
Missouri
(7) Sole Voting Power
Number of
Shares 10,712,200
Beneficially
Owned by (8) Shared Voting Power
Each
Reporting -0-
Person
With (9) Sole Dispositive Power
10,712,200
<PAGE>
(10) Shared Dispositive Power
-0-
(11) Aggregate Amount Beneficially Owned By
Each Reporting Person
10,712,200
(12) Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares* X
(13) Percent of Class Represented by Amount in
Row (11)
82.1%
(14) Type of Reporting Person*
CO
* See Instructions Before Filling Out!
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 4 ("Amendment No. 4") to Schedule
13D concerns the common stock, par value $.01 per share
("Common Stock") of LabOne, Inc. ("Labone"), whose
principal executive offices are at 10310 West 84th
Terrace, Lenexa, Kansas 66214. Amendment No. 4 amends an
original report (the "Original Report") on Schedule 13D
filed November 29, 1990 respecting Home Office Reference
Laboratory, Inc., the former name of LabOne, as such
Original Report has been amended by Amendment No. 1 to
Schedule 13D, dated January 28, 1991 ("Amendment No. 1"),
Amendment No. 2 to Schedule 13D, dated February 17, 1992
("Amendment No. 2"), and Amendment No. 3 to Schedule 13D,
dated December 2, 1993 ("Amendment No. 3") (collectively,
Amendments No. 1, No. 2 and No. 3 are sometimes referred
to as the "Prior Amendments". The Original Report and
the Prior Amendments were filed in paper form; the text
of the Original Report and the Prior Amendments is
restated herein, in accordance with Regulation S-T,
Section 101(a)(2)(ii).
Item 2. Identity and Background.
This report is filed by Seafield Capital Corporation
("Seafield") (formerly named BMA Corporation). Seafield
is a Missouri corporation; the address of its principal
executive office is 2600 Grand Boulevard, Suite 500, P.
O. Box 410949, Kansas City, Missouri 64141. Seafield is
a holding company engaged through its subsidiaries in
various activities. Its principal interests are its
ownership position in LabOne, a provider of clinical,
substance abuse and insurance laboratory testing
services, and its 59% ownership of the common stock of
Response Technologies, Inc. ("Response"). Response is a
Tennessee corporation the common stock of which is listed
on the American Stock Exchange. Response is engaged in
the business of providing advanced cancer treatment
services through out-patient centers operated by it,
through hospital-based facilities managed by Response and
through Response/hospital joint venture facilities.
Through majority-owned subsidiaries, Seafield also
engages in insurance premium financing, distribution of
radiopharmaceuticals, oil and gas investments, real
estate tax consulting and providing insurance information
and administrative services. Seafield owns a real estate
subsidiary which has been liquidating its holdings since
1992, and various venture capital investments as well as
short-term and intermediate-term investment grade
securities.
By means of a press release issued February 10, 1995
(the "Press Release"), a copy of which is attached hereto
as Exhibit A and incorporated herein by reference,
Seafield announced that it has retained a financial
advisor to assist it in considering strategic
alternatives to maximize shareholder value. One
alternative that Seafield expects to pursue is a merger
of Seafield into LabOne. Such a merger would likely be
preceded by Seafield's distribution to shareholders, or
other disposition by Seafield, of its Response stock and
other assets.
Set forth in Schedule 1 hereto are the names,
business addresses and principal occupations or
employment of the executive officers and directors of
Seafield, as previously reported in Amendment No. 3.
Each person listed on Schedule 1 is a United States
citizen.
During the past five years, neither Seafield, nor to
its knowledge, any of the persons identified in Schedule
1 has been (i) convicted in a criminal proceeding, or a
party to a civil proceeding of a judicial or
administrative body as a result of which such person was
or is 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.
Item 3. Source and Amount of Funds or Other
Consideration.
The funds ($1,185,704) used to acquire the 69,100
shares of Common Stock referred to in Item 4 hereof as
having been acquired since the acquisitions reported in
Amendment No. 3 were derived from Seafield's working
capital.
Also described in Item 4 are several acquisition
transactions previously reported in the Original Report
and the Prior Amendments. All of the funds ($15,931,750)
used to acquire the 1,383,400 shares of Common Stock
previously reported in the Original Report and the Prior
Amendments were derived from working capital. Some of
those funds represented a portion of the proceeds derived
from Seafield's 1990 sale of its former insurance
subsidiary, Business Men's Assurance Company of America.
Item 4. Purpose of the Transaction.
During the period from the filing of the most recent
amendment to the Original Report (i.e., Amendment No. 3,
filed December 3, 1993) through the date of this
Amendment No. 4, Seafield has acquired 69,100 shares of
Common Stock in several open-market transactions effected
in accordance with Rule 10b-18 under the Securities
Exchange Act of 1934 (the "Exchange Act").
In the Original Report and the Prior Amendments,
Seafield reported two privately negotiated purchases of
Common Stock (the first was on November 20, 1990 for
440,800 shares and was the transaction which required
Seafield to file the Original Report respecting its
LabOne stock ownership; and the second was on August 8,
1991 for 538,000 shares), and several open-market
purchases aggregating 404,600 shares, all of which were
effected in accordance with Rule 10b-18 under the
Exchange Act.
All purchases referred to in the two preceding
paragraphs were effected pursuant to authorization
previously granted in 1990 by Seafield's Board of
Directors for the use of up to $20,000,000 for the
purchase of shares of LabOne Common Stock. In November,
1993 the Seafield Board increased its authorization for
purchase of LabOne Common Stock by $5,000,000; as of this
date the remaining authorization is $7.7 million.
Since the filing of Amendment No. 2, Seafield has
been motivated to purchase shares of LabOne Common Stock
in part in order to maintain its ownership above 80% of
all outstanding Common Stock. In this regard Seafield
may acquire additional shares of LabOne Common Stock; it
is anticipated that any such acquisitions would be made
in the open-market pursuant to Rule 10b-18 under the
Exchange Act or in privately-negotiated transactions.
Seafield has sole voting and investment power with
respect to all shares of Common Stock beneficially owned
by it.
Seafield stated in the Original Report and the Prior
Amendments that it had no plans or proposals which relate
to or would result in (i) the acquisition by any person
of additional securities of LabOne, or the disposition of
securities of LabOne; (ii) an extraordinary corporate
transaction involving LabOne or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets
of LabOne or any of its subsidiaries; (iv) any change in
the present board of directors or management of LabOne;
(v) any material change in the present capitalization or
dividend policy of LabOne; (vi) any other material change
in LabOne's business or corporate structure; (vii) any
change in LabOne's charter or bylaws which may impede the
acquisition of control of LabOne by any person; (viii)
causing a class of LabOne's securities to be delisted
from a national securities exchange or cease to be
authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(ix) a class of equity securities of LabOne being
eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (x) any act
similar to those enumerated above.
In Amendment No. 3, Seafield reported (i) the
appointment by LabOne in November 1993 of Bert H. Hood as
that company's Chief Executive Officer and of new senior
vice presidents in charge of sales/marketing and finance,
all in connection with LabOne's efforts to diversify into
the clinical laboratory testing business, and (ii) that
while no plans or proposals for a sale or other
extraordinary transaction involving LabOne then existed,
Seafield's objective is to maximize its shareholders'
value and in furtherance of that objective Seafield may
from time-to-time consider divestiture opportunities
respecting any or all of its assets including LabOne.
The statements in the two preceding paragraphs
remain accurate, except that, as described in the Press
Release, Seafield now is contemplating, among various
strategic alternatives, pursuing a merger of Seafield
into LabOne; such a merger would likely be preceded by a
distribution to Seafield shareholders, or other
disposition by Seafield, of its Response stock and other
assets. Even if a merger agreement is reached with
LabOne, it is anticipated that a merger would not occur
until the early part of 1996.
Item 5. Interest in Securities of the Issuer.
(a), (b), and (c)
At present and as previously reported in the
Original Report and the Prior Amendments (except with
respect to 69,100 shares of Common Stock reported herein
for the first time), Seafield beneficially owns
10,712,200 shares of LabOne Common Stock. Seafield has
sole power to vote and dispose of all of such shares.
Seafield acquired all of said shares for investment
purposes.
The number of shares beneficially owned by
Seafield constitutes approximately 82.1% of LabOne's
outstanding Common Stock, calculated in accordance with
Exchange Act Rule 13d-3(d)(1). This percentage does not
reflect shares subject to issue upon exercise of stock
options presently outstanding and owned by persons other
than Seafield.
Certain of the persons named in Schedule 1 are
known by Seafield to beneficially own shares of LabOne
Common Stock. To Seafield's knowledge, these shares were
acquired by such persons solely for investment purposes
and such persons have sole power to vote and dispose of
such shares. Seafield disclaims any beneficial ownership
in any of such shares. The persons known to Seafield to
beneficially own such shares and the number of such
shares beneficially owned by such persons (with an
indication of the shares which there is a right to
acquire) are as follows:
Number
Name of Shares
William D. Grant 34,189
W. Thomas Grant, II 29,231
Michael E. Herman 6,217
Bert H. Hood 200,206
P. Anthony Jacobs 21,843
Steven K. Fitzwater 5
James R. Seward -0-
Beneficial ownership of shares of Common Stock by
the foregoing individuals includes the following number
of shares which such persons have rights to acquire
pursuant to stock options which either are presently
exercisable or become exercisable within 60 days:
William D. Grant, 20,372; W. Thomas Grant II, 27,431;
Michael E. Herman, 4,400; Bert H. Hood, 200,000; and P.
Anthony Jacobs, 20,343.
No transaction in shares of LabOne Common Stock were
effected during the past 60 days by Seafield or, to its
knowledge, any of the persons named in Schedule 1.
(d) and (e) Not Applicable.
Item 6. Contract, Arrangements, Understandings
or Relationships With Respect to Securities
of the Issuer.
None
Item 7. Exhibits.
(a) Press Release
(b) Services Agreement*
* Filed as an exhibit to the Original Report in paper;
this Services Agreement has subsequently been terminated,
as reported in Amendment No. 3.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
SEAFIELD CAPITAL CORPORATION
By:
James R. Seward,
Executive Vice President
Date: February 21, 1995
<PAGE>
SCHEDULE 1
Directors of
Seafield Capital Corporation
Name, Occupation and Business Address
Lan C. Bentsen, Chairman, Sovereign National Management,
Inc. (Property Management), 123 N. Post Oak Lane, Suite
400, Houston, Texas 77024
John C. Gamble, Managing Partner, Allen Matkins, Leck,
Gamble and Mallory (Law), 18400 Von Karmen, 4th Floor,
Irvine, California 92715
William D. Grant, Consultant to Seafield Capital
Corporation, 2600 Grand Boulevard, Suite 500; Post Office
Box 410949, Kansas City, Missouri 64141
W. Thomas Grant, II, Chairman of the Board and Chief
Executive Officer, Seafield Capital Corporation, 2600
Grand Boulevard, Suite 500; Post Office Box 410949,
Kansas City, Missouri 64141
Michael E. Herman, Private Investor, 9300 Ward Parkway,
Post Office Box 8480, Kansas City, Missouri 64141
P. Anthony Jacobs, President and Chief Operating Officer,
Seafield Capital Corporation, 2600 Grand Boulevard, Suite
500; Post Office Box 410949, Kansas City, Missouri 64141
David W. Kemper, Chairman, President and Chief Executive
Officer, Commerce Bancshares, Inc. (Banking), 1000
Walnut, 18th Floor, Post Office Box 13686, Kansas City,
Missouri 64199
John H. Robinson, Jr., Managing Partner, Black & Veatch
(engineering and construction) Corporate Woods, Building
27, 10975 Grandview, Overland Park, Kansas 66210
James R. Seward, Executive Vice President and Chief
Financial Officer, Seafield Capital Corporation, 2600
Grand Boulevard, Suite 500; Post Office Box 410949,
Kansas City, Missouri 64141
Dennis R. Stephen, Vice President - Life Operations,
Tennessee Farmers Insurance Companies (life insurance),
Post Office Box 307, Columbia, Tennessee 38401
Executive Officers
Seafield Capital Corporation
Name and Position
W. T. Grant, II, Chairman of the Board and Chief
Executive Officer, Seafield Capital Corporation
P. Anthony Jacobs, President and Chief Operating Officer,
Seafield Capital Corporation
James R. Seward, Executive Vice President and Chief
Financial Officer, Seafield Capital Corporation
Steven K. Fitzwater, Vice President, Chief Accounting
Officer and Secretary, Seafield Capital Corporation
2600 Grand Boulevard,
Suite 500
Post Office Box 410949
Kansas City, Missouri 64141
Bert H. Hood, Chairman, President and Chief Executive
Officer
LabOne, Inc. (laboratory testing)
10310 West 84th Terrace
Lenexa, Kansas 66214
William H. West, M.D., Chairman and Chief Executive
Officer
Response Technologies, Inc.
1775 Moriah Woods Boulevard
Memphis, Tennessee 38117
EXHIBIT A
Press Release
Seafield Capital Corporation (Seafield) announced
today that it has retained Alex. Brown and Sons
Incorporated as financial advisor to assist the Company
in considering strategic alternatives to maximize
shareholder value.
Seafield is a holding company that owns 82% of
LabOne, Inc. (NASDAQ-"LABS") and 59% of Response
Technologies, Inc. (ASE-"RTK") as well as a number of
other investments and cash equivalents. LabOne, Inc. is
the nation's leading insurance laboratory testing
company and Response Technologies, Inc. is a prominent
cancer treatment company with over 30 treatment centers.
One alternative that the Company expects to pursue
is a cash-option merger of Seafield into LabOne. In
this regard, the Company has made an initial
presentation to LabOne's Board of Directors. In such a
merger, Seafield shareholders may have the option of
receiving cash as well as shares of LabOne. Such a
merger would likely be preceded by Seafield's
distribution to shareholders, or other disposition by
Seafield, of its Response stock and other assets. If a
definitive agreement with LabOne is reached, it is
anticipated that such a merger would not occur until the
early part of 1996 because of the time required to
complete anticipated asset sales as well as shareholder
and other approvals.
Seafield's Board also will consider other business
combination proposals that are presented to it.
Seafield cautioned that there can be no assurances that
either a merger with LabOne or any other business
combination will occur.
