UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
LABONE, INC.
(Name of Issuer)
Common Stock $.01 Par Value (1)
(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)
07/01/97
(Date of Event which Requires Filing of this Statement)
If the reporting 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)______
(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
Number of Shares (7) Sole Voting Power
beneficially Owned 10,712,200
by Each Reporting
Person With (8) Shared Voting Power
-0-
(9) Sole Dispositive Power
10,712,200
(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)
81.7%
(14) Type of Reporting Person*
CO
* See Instructions before Filling Out!
Item 1. Security and Issuer.
This Amendment No. 5 ("Amendment No. 5") 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. 5 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"), Amendment No. 3 to
Schedule 13D, dated December 2, 1993 ("Amendment No. 3") and
Amendment No. 4 to Schedule 13 D, dated February 21, 1995
("Amendment No. 4") (collectively, Amendments No. 1, No. 2, No.
3 and No. 4 are sometimes referred to as the "Prior
Amendments").
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 5000 West 95th Street, Suite 260, P.O. Box 7568,
Shawnee Mission, Kansas 66207. 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 67% ownership of the common stock of
Response Oncology, Inc. ("Response"). Response is a Tennessee
corporation the common stock of which is quoted on the national
market system of the NASDAQ stock market. Response is a
comprehensive cancer management company, providing advanced
cancer treatment services through out-patient facilities under
the direction of independent oncologists, managing the
practices of certain oncologists and conducting clinical cancer
research on behalf of pharmaceutical manufacturers. On July 1,
1997, Seafield announced that its Board of Directors had
decided to distribute all Response common stock owned by
Seafield to Seafield's shareholders. On March 3, 1997,
Seafield distributed to its shareholders all shares of a
subsidiary company (i.e., SLH Corporation) which now owns all
of those oil and gas, real estate and venture capital
investments previously owned by Seafield.
By means of a press release issued February 10, 1995
Seafield announced that it has retained a financial advisor to
assist it in considering strategic alternatives to maximize
shareholder value. One alternative that Seafield expected to
consider was a merger of Seafield into LabOne. By press
release issued July 1, 1997, Seafield announced that its Board
of Directors had determined to terminate merger discussions
with LabOne. A copy of that later press release is attached as
an exhibit.
Set forth in Schedule 1 hereto are the names, business
addresses and principal occupations or employment of the
executive officers and directors of Seafield. 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 (ii) 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.
No Amendment to this item.
Item 4. Purpose of the Transaction.
Seafield stated in the Original Report and the Prior
Amendments that, subject to certain qualifications set forth in
the Prior Amendments, 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.
The statements in the preceding paragraph remain accurate.
As described in the July 1, 1997 Press Release attached hereto
as an exhibit, Seafield has terminated merger discussions with
LabOne.
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, 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 81.7% 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:
Name Number of Shares
William D. Grant 37,639
W. Thomas Grant, II 29,231
P. Anthony Jacobs 23,500
Steven K. Fitzwater 5
James R. Seward 11,800
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 22,000; W. Thomas
Grant, II, 27,431; P. Anthony Jacobs, 22,000; and James R.
Seward, 8,800.
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. Contracts, Arrangements, Understanding or
Relationships with Respect to Securities of the Issuer.
None.
Item 7. Exhibits.
99.1 Press Release dated July 1, 1997
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: /s/ Steven K. Fitzwater
Steven K. Fitzwater, Vice President
Date: July 10, 1997
SCHEDULE 1
Directors of Seafield Capital Corporation
Name, Occupation and Business Address
Lan C. Bentsen, Managing Partner
Remington Partners (investments)
3040 Post Oak Boulevard, Suite 200
Houston, Texas 77056
John C. Gamble, Managing Partner
Allen, Matkins Leck, Gamble and Mallory (law)
18400 Von Karmen, 4th Floor
Irvine, California 92715
William D. Grant, Retired
One Ward Parkway, Suite 130
Kansas City, Missouri 64112
W. Thomas Grant, II, Chairman of the Board and Chief Executive
Officer/Seafield Capital Corporation; Chairman of the Board,
President and Chief Executive Officer/LabOne, Inc.
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
Michael E. Herman, Chairman
Ewing Marion Kauffman Foundation
4900 Oak Street
Kansas City, Missouri 64112
P. Anthony Jacobs, President and Chief Operating Officer
Seafield Capital Corporation
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
David W. Kemper, Chairman, President and Chief Executive
Officer
Commerce Bancshares, Inc. (banking)
1000 Walnut Street, 18th Floor
Kansas City, Missouri 64106
John H. Robinson, Jr., Managing Partner
Black & Veatch (design and construction)
11401 Lamar Avenue
Overland Park, Kansas 66211-1598
James R. Seward, Executive Vice President and Chief Financial
Officer
Seafield Capital Corporation
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
Dennis R. Stephen, Chief Operating Officer
Tennessee Farmers Insurance Companies (insurance)
Post Office Box 307
Columbia, Tennessee 38401
Executive Officers of Seafield Capital Corporation
Name, Position and Business Address
W. T. Grant, II
Chairman of the Board and Chief Executive Officer/Seafield
Capital Corporation
Chairman of the Board, President and Chief Executive
Officer/LabOne, Inc.
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
P. Anthony Jacobs, President and Chief Operating Officer
Seafield Capital Corporation
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
James R. Seward, Executive Vice President and Chief Financial
Officer
Seafield Capital Corporation
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
Steven K. Fitzwater, Vice President, Chief Accounting Officer
and Secretary
Seafield Capital Corporation
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
Joseph T. Clark, President and Chief Executive Officer
Response Oncology, Inc.
1775 Moriah Woods Boulevard
Memphis, Tennessee 38117
EXHIBIT INDEX
99.1 Press Release dated July 1, 1997
EXHIBIT 99.1
FOR IMMEDIATE RELEASE:
Contacts: Jim Seward
July 1, 1997 Kim Schaefer
SEAFIELD CAPITAL CORPORATION ANNOUNCES TERMINATION
OF MERGER DISCUSSIONS WITH LABONE, Inc.
KANSAS CITY, MO - Seafield Capital Corporation (Seafield) announced
today that discussions between Seafield and its 82%-owned subsidiary,
LabOne, Inc., regarding a possible merger between the two companies have
been terminated. In February 1995, Seafield had announced that among the
strategic alternatives which Seafield expected to pursue was a merger of
Seafield into LabOne. Following the transfer of many of Seafield's
assets to SLH Corporation and the distribution of all SLH Corporation
stock to Seafield's shareholders earlier this year, Seafield and LabOne
began discussing a possible merger. It was also contemplated at the time
initial merger discussions began that Seafield would distribute its
Response Oncology holdings to shareholders. Such distribution is now
expected to be effected in late July.
Following the distribution of SLH and Response shares to Seafield
shareholders, the remaining Seafield assets will consist only of
approximately $5 million in cash and 10,712,200 LabOne shares.
As the merger discussions proceeded, Seafield and LabOne were advised
that any combination of the two companies would result in the surviving
entity having a significant amount of additional annual amortization
expense. Seafield has concluded that the benefits of combining the two
companies at this time do not justify the additional amortization and the
resulting adverse impact on earnings. Accordingly, merger discussions
between Seafield and LabOne have been terminated.
In light of this development and the expected distribution to Seafield's
shareholders of all shares of Response Oncology, Inc. common stock owned
by Seafield, Seafield intends to promptly determine an appropriate
corporate and expense structure, given that virtually all of its assets
will consist of its LabOne stock ownership.
LabOne operates a centralized laboratory in the Kansas City area which
markets clinical, substance abuse and insurance laboratory testing
services in the United States and Canada. The common stock of LabOne is
traded on the National Market System of the Nasdaq Stock Market under the
symbol "LABS ."
