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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
LABONE, INC.
(Name of Issuer)
Common Stock $.01 Par Value
(Title of Class of Securities)
505 40 E 101
(CUSIP Number)
John H. Calvert, 2345 Grand Blvd., Suite 2800,
Kansas City, MO 64108, (816) 460-5807
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
03/07/99
(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.
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*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).
Page 1 of 9 Pages
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lab Holdings, Inc.
43-1039532
(2) Check the Appropriate Box (a) ______
if a Member of a Group* (b) ______
(3) SEC Use Only
(4) Source of funds*
WC, BK
(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 (8) Shared Voting Power
Person With -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* ______
(13) Percent of Class Represented by Amount in Row (11)
80.5%
(14) Type of Reporting Person*
CO, HC
* See Instructions before Filling Out!
Page 2 of 9 Pages
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Item 1. Security and Issuer.
This Amendment No. 6 ("Amendment No. 6") to Schedule 13D concerns the
common stock par value $.01 per share ("Common Stock") of LabOne, Inc.
("LabOne") whose principal executive offices are at 10101 Renner Blvd., Lenexa,
Kansas 66219. Amendment No. 6 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"), Amendment No. 4 to Schedule 13 D, dated February 21, 1995 ("Amendment No.
4"), and Amendment No. 5 to Schedule 13D dated July 1, 1997 ("Amendment No. 5")
(collectively, Amendments No. 1, No. 2, No. 3, No. 4 and No. 5 are sometimes
referred to as the "Prior Amendments").
Item 2. Identity and Background.
This report is filed by Lab Holdings, Inc. ("the Company") (formerly
named Seafield Capital Corporation, which was formerly named BMA Corporation).
The Company 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. The Company is a holding company whose principal business is the
management of its investment in LabOne. 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.
The Company and LabOne entered into an Agreement and Plan of Merger
dated March 7, 1999 ("Merger Agreement"). A copy of the Merger Agreement and a
description of the terms of the merger are contained in the Company's Form 8-K
dated March 7, 1999, which information is incorporated herein by reference (the
"Form 8-K").
Set forth in Schedule 1 hereto are the names, business addresses and
principal occupations or employment of the executive officers and directors of
the Company. Each person listed on Schedule 1 is a United States citizen.
During the past five years, neither the Company, 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.
Stockholders of the Company will have their Lab Holdings shares split
immediately before the merger into 1.50 shares of the survivor. Stockholders of
LabOne, other than the
Page 3 of 9 Pages
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Company, 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. The Merger
Agreement is conditional upon the Company obtaining necessary financing to
satisfy cash elections. The sources and amounts of funds necessary to satisfy
the $16.6 million cash maximum include: (i) available cash held by the Company
and LabOne; and (ii) financing to be obtained by the Company of the balance.
Arrangements for obtaining the requisite financing have not been completed.
Item 4. Purpose of the Transaction.
The Company has entered into the Merger Agreement for a number of
reasons, the principal ones of which are set forth in the Form 8-K and as
follows:
* LabOne is the Company's only remaining material asset other
than cash, and the Merger will allow the Company's
stockholders to hold their equity interests in LabOne directly
rather than indirectly through the Company, thereby
eliminating holding company management and administrative
costs;
* The merger will facilitate the use by LabOne of its stock as a
currency in creating strategic relationships with business
partners;
* The merger will position LabOne to grow both internally and
through acquisition, and will enable it to consider
transactions not feasible in the existing structure;
* The merger should enable LabOne to effect pooling-of-interests
transactions;
* By consolidating management, the merger will sharpen
management and investor focus;
* The merger should increase LabOne's float and turnover,
thereby creating the opportunity for increased Wall Street
research coverage and investor interest;
* The merger also comes at the right time since LabOne is now in
the process of moving into new and larger facilities that
provide it with the ability to handle larger volumes of
testing services.
Under the merger agreement LabOne is to be merged into the Company 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 the Company the Special Committee referred to in the Form
8-K will replace two positions now held by members of management, so that a
majority of the board will consist of independent directors.
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At the effective time of the merger it is also anticipated that an additional
director will be added to the board of the survivor who will have experience
with regard to LabOne's clinical testing services. Following the merger the
dividend policy of the survivor will be decided by the new board of directors of
the survivor.
At the effective time of the merger the present corporate officers,
directors and employees of the Company as listed on Schedule 1 will cease to
continue in those offices and will hold no positions, offices or other
employments with the survivor; provided that W. Thomas Grant II, the Chairman of
the Board, President and Chief Executive Officer of LabOne, who is listed on
Schedule 1, will be the Chairman of the Board, President and Chief Executive
Officer of the survivor.
The effect of the merger will be to cause the common stock of LabOne, a
Delaware corporation, to no longer be quoted on the National Market System of
the NASDAQ Stock Market or to be registered under Section 12(g) of the
Securities Exchange Act of 1934. However, the name, par value and number of
authorized shares of Common Stock of the Company, as the surviving company, will
be changed to that of LabOne. Accordingly, it is expected that the surviving
company's shares will continue to be traded on the National Market System of the
NASDAQ Stock Market under the name of "LabOne, Inc." and under the LABS trading
symbol.
The Company expects to file a registration statement under the
Securities Act of 1933 to effect the merger and such registration statement is
expected to provide additional information relating to the proposed merger.
Except as noted above, or as provided in the Merger Agreement, the
Company has no plans which may relate to or would result in any of the effects
specified in Item 4 of Schedule 13D.
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, the Company beneficially owns 10,712,200 shares of LabOne
Common Stock. The Company has sole power to vote and dispose of all of such
shares. The Company acquired all of said shares for investment purposes.
The number of shares beneficially owned by the Company constitutes
approximately 80.5% 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 and warrants presently
outstanding and owned by persons other than the Company.
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Certain of the persons named in Schedule 1 are known by the Company
to beneficially own shares of LabOne Common Stock. To the Company'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. The Company
disclaims any beneficial ownership in any of such shares. The persons known to
the Company 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
W. Thomas Grant II 81,596*
Steven K. Fitzwater 5
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* Includes 57,431 shares subject to outstanding stock
options which are presently exercisable or
exercisable within 60 days.
No transaction in shares of LabOne Common Stock were effected during
the past 60 days by the Company 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, other than as set forth in the Merger Agreement attached to the
Form 8-K and incorporated by reference herein.
Item 7. Exhibits.
99.1 Agreement and Plan of Merger dated March 7, 1999 (Incorporated
by reference from Exhibit 2 to the Company's Form 8-K filed
March 8, 1999).
Page 6 of 9 Pages
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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.
LAB HOLDINGS, INC.
By: /s/ Steven K. Fitzwater
Steven K. Fitzwater, Executive Vice President
Chief Operating and Financial Officer and
Secretary
Date: March 11, 1999
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SCHEDULE 1
Directors of Lab Holdings, Inc.
Name, Occupation and Business Address
Lan C. Bentsen
Executive Vice President of Frontera Resources (Oil & Gas)
3040 Post Oak Boulevard, Suite 730
Houston, Texas 77056
P. Anthony Jacobs, President and Chief Executive Officer
Lab Holdings, Inc.
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
John H. Robinson, Jr., Managing Partner
Black & Veatch (design and construction)
11401 Lamar Avenue
Overland Park, Kansas 66211-1598
Steven K. Fitzwater, Executive Vice President,
Chief Operating and Financial Officer and Secretary
Lab Holdings, Inc.
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
Executive Officers of Lab Holdings, Inc.
Name, Position and Business Address
P. Anthony Jacobs, President and Chief Executive Officer
Lab Holdings, Inc.
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
Steven K. Fitzwater, Executive Vice President,
Chief Operating and Financial Officer and Secretary
Lab Holdings, Inc.
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
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Linda McCoy, Vice President, Chief Accounting Officer
Lab Holdings, Inc.
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
W. Thomas Grant II, Chairman of the Board,
President and Chief Executive Officer of LabOne, Inc.1
10310 West 84th Terrace
Lenexa, Kansas 66214
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1 LabOne, Inc. is 80.5% owned by the Company. Effective February 13, 1998, the
Company's board of directors designated W. Thomas Grant II as an Executive
Officer of the Company because LabOne was determined to constitute a principal
business unit of the Company. Mr. Grant became the Chairman of the Board,
President and Chief Executive Officer of LabOne in October 1995. Mr. Grant is
not a corporate officer of the Company. He was Chairman of the Board and Chief
Executive Officer of the Company from May 1993 to September 1997. He had been
President and Chief Executive Officer of the Company since 1986.
Page 9 of 9 Pages
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EXHIBIT INDEX
99.1 Agreement and Plan of Merger dated March 7, 1999 (Incorporated
by reference from Exhibit 2 to the Company's Form 8-K filed
March 8, 1999).
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