SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 1999
LabONE, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-15975 48-0952323
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(State or other jurisdiction (Commission (I. R. S. Employer
of incorporation) File Number) Identification No.)
10101 Renner Blvd., Lenexa, KS 66219
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 913-888-1770
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Item 5. Other Events
On March 7, 1999, Lab Holdings, Inc., a Missouri corporation ("Lab
Holdings"), and LabOne, Inc., a Delaware corporation ("LabOne"), issued
a joint press release respecting a definitive agreement to merge the two
companies.
The text of the release is as follows:
"FOR IMMEDIATE RELEASE:
"March 7, 1999
"Contacts: Lab Holdings, Inc. LabOne, Inc.
(913) 648-3600 (913) 888-1770
Steven Fitzwater Robert Thompson, ext. 1244
Linda McCoy Kurt Gruenbacher, ext. 1445
NASDAQ Symbol: LABH NASDAQ Symbol: LABS
"LAB HOLDINGS AND LABONE AGREE TO MERGE
JOINT PRESS RELEASE
"Shawnee Mission, KS - P. Anthony Jacobs, the President and Chief
Executive Officer of Lab Holdings, Inc. and W.T. Grant, II, the
Chairman, President and Chief Executive Officer of LabOne, Inc. jointly
announced today that the Boards of Directors of both companies have
approved an agreement to merge the two companies.
"Representatives of Lab Holdings negotiated the merger with a
Special Committee of independent directors of LabOne that was
established to represent the interests of the holders of the 19.5% of
common stock of LabOne not owned by Lab Holdings. The Special
Committee, which had the assistance of independent legal and financial
advisors, also approved the merger agreement and recommended its
approval by the LabOne board and stockholders.
"Under the merger agreement, LabOne is to be merged into Lab
Holdings but the survivor's name will be changed to "LabOne, Inc."
Management of the survivor will consist of the present LabOne management
and the survivor's board will consist of nine of the present eleven
member LabOne Board. Two new independent directors selected by Lab
Holdings and the Special Committee will replace two positions now held
by members of management so that a majority of the board will consist of
independent directors.
"Stockholders of Lab Holdings will have their Lab Holdings shares
split immediately before the merger into 1.50 shares of the survivor.
Stockholders of LabOne, other than Lab Holdings, will be entitled to
elect to have each of their existing LabOne shares exchanged for one
share of the survivor or $12.75 in cash or a combination of cash and
shares. However, if the cash election shares exceed a cash limit of
$16.6 million (approximately 50% of eligible shares) then the cash will
be allocated on a pro rata basis among the cash election shares.
"If all elections are for stock elections, it is expected that
immediately after the merger stockholders of Lab Holdings will own
approximately 78.9% of the survivor and holders of LabOne, other than
Lab Holdings, will own approximately 21.1% of the survivor
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"Mr. Jacobs said: "The consolidation of these two companies is
designed to position LabOne so that it may continue its growth both
internally and by acquisition as it implements LabOne's diversification
strategy. This will allow our Lab Holdings stockholders to enjoy the
benefits of a direct investment in LabOne and its excellent management
team while eliminating duplicate holding company management and administrative
costs."
"'The change from being a subsidiary of a parent company to an
independent entity will enable us to consider a number of transactions
to enhance our growth that are not feasible in the existing structure,"
said Mr. Grant. "It also comes at the right time as we have moved into
new and larger facilities that provide us with the ability to handle
larger volumes of testing services."
"The merger is expected to close in June or July following the
satisfaction of a number of closing conditions. These include approval
by the holders of two-thirds of the outstanding Lab Holdings shares and
a majority of the shares voted by LabOne stockholders other than Lab
Holdings and its affiliates. Financing must also be obtained sufficient
to satisfy cash elections after the use of available cash of LabOne and
Lab Holdings. Shareholder meetings to vote on the proposed merger
will be scheduled as soon as a registration statement becomes
effective with the SEC and proxy materials are finalized. Lab
Holdings expects to file the registration statement in April.
"LabOne provides laboratory testing services on a world-wide basis
for insurance risk appraisal, clinical use in the health care industry
and employee screening for substance abuse. Lab Holdings owns
approximately 80.5% of LabOne and was formerly known as Seafield Capital
Corporation prior to its 1997 distributions of SLH Corporation (now
known as Syntroleum Corporation) and Response Oncology, Inc.
"THE OFFERING OF LAB HOLDINGS COMMON STOCK IN CONNECTION WITH THE
MERGER WILL ONLY BE MADE BY MEANS OF A PROSPECTUS. ACCORDINGLY,
THIS PRESS RELEASE IS NOT INTENDED TO CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY ANY SUCH SECURITIES.
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"This release contains forward-looking statements as well as
historical information. Forward-looking statements are identified by or
are associated with such words as "intend," "believe," "estimate,"
"expect," "anticipate," "should," "hopeful" and similar expressions.
They reflect management's beliefs and estimates of future economic
circumstances and industry conditions, Company performance and
financial results and are not guarantees of future performance. In
particular, all statements relating to the merger, its effects and
the anticipated date of closing are based on estimates and no
assurances can be given that all closing conditions will occur or that
the merger will be accomplished on the terms described in this release.
Although Lab Holdings and LabOne believe that the expectations
reflected in any forward-looking statements are reasonable, they can
give no assurance that such expectations will be met. These and other
forward-looking statements are based on many assumptions and factors,
all of which may not be detailed in this release. Any changes in the
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assumptions or factors could produce materially different results than
those predicted and could impact stock values. For additional
information relative to forward looking statements and risks associated
with the business of Lab Holdings and LabOne, see the Lab Holdings Form
8-K dated October 23, 1998, and the LabOne Form 8-K dated October 22,
1998, both of which may be obtained on the internet at the SEC's EDGAR
archive at http://www.sec.gov/cgi-bin/srch-edgar."
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits
(c) Exhibits
1. Agreement and Plan of Merger, by an between Lab Holdings,
Inc. and LabOne, Inc., dated March 7, 1999 (without exhibits, a copy of
which LabOne will furnish to the SEC upon request) incorporated by
reference to Exhibit 2 to the Form 8-K Current Report of Lab Holdings,
Inc., dated March 7, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LabOne, Inc.
Date: March 8, 1999 By /s/ Kurt E. Gruenbacher
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Kurt E. Gruenbacher, V.P. Finance, CAO
and Treasurer
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