SEAFIELD CAPITAL CORP, DEF 14A, 1994-04-08

SEAFIELD CAPITAL CORP
DEF 14A, 1994-04-08
MEDICAL LABORATORIES

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<PAGE>
SCHEDULE 14A INFORMATION

PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14(a)-12

SEAFIELD CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
SEAFIELD CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
Not Applicable
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
Not Applicable
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
Not Applicable
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
Not Applicable
------------------------------------------------------------------------
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]

SEAFIELD CAPITAL CORPORATION
2600 Grand Avenue, Suite 500
Kansas City, Missouri 64108

------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on May 11, 1994

------------------------

The Annual Meeting of Shareholders of Seafield Capital Corporation (the
"Company") will be held on Wednesday, May 11, 1994, at 10:00 a.m., local time at
the Kansas City Marriott Allis Plaza -- Count Basie Ballroom, 200 West 12th
Street, Kansas City, Missouri, for the following purposes:

1. To elect four (4) directors, each to serve for a term of three (3)
years;

2. To ratify the appointment of KPMG Peat Marwick as the Company's
independent auditors for the year ending December 31, 1994; and

3. To transact such other business as may properly come before the meeting
or any adjournment thereof.

The Board of Directors of the Company has established March 30, 1994, as the
record date for the meeting. Shareholders of record at the close of business on
that day will be entitled to vote at the Annual Meeting and any adjournments
thereof.

You are cordially invited to attend this meeting. It is important that your
stock be represented at the meeting. Even if you plan to attend the meeting, you
are urged to complete, sign and return the enclosed proxy card as soon as
possible to ensure that your shares will be represented at the meeting. If you
attend the meeting, you may revoke your proxy by voting in person.

By Order of the Board of Directors,
W. T. GRANT II
CHAIRMAN OF THE BOARD

STEVEN K. FITZWATER
SECRETARY

April 8, 1994
<PAGE>
SEAFIELD CAPITAL CORPORATION
2600 Grand Avenue, Suite 500
Kansas City, Missouri 64108

------------------------

PROXY STATEMENT
------------------

ANNUAL MEETING OF SHAREHOLDERS
to be held on May 11, 1994

------------------------

INTRODUCTION

This Proxy Statement is being furnished to the shareholders of Seafield
Capital Corporation, a Missouri corporation (the "Company"), in connection with
the solicitation of proxies by the Board of Directors of the Company for use at
the Annual Meeting of Shareholders of the Company to be held on Wednesday, May
11, 1994, and any adjournments thereof. The address of the principal executive
offices of the Company is 2600 Grand Avenue, Suite 500, Kansas City, Missouri
64108. The telephone number at that address is (816) 842-7000. The distribution
to shareholders of this Proxy Statement, together with the accompanying proxy
materials, will commence on or about April 8, 1994.

At the Annual Meeting, shareholders will be asked to (i) elect four (4)
directors, each to serve for a term of three (3) years, and (ii) ratify the
appointment of KPMG Peat Marwick as the Company's independent auditors for the
year ending December 31, 1994, all as set forth in the Proxy Statement.

VOTING AND PROXIES

The Board of Directors of the Company has established March 30, 1994 as the
record date for the meeting. Only shareholders of record at the close of
business on the record date are entitled to notice of and to vote at the Annual
Meeting, and any adjournments thereof. At the close of business on the record
date, the Company had outstanding 6,360,376 shares of Common Stock, par value
$1.00 per share ("Common Stock" or "Company Common Stock"). Each share of
Company Common Stock outstanding on the record date is entitled to one vote
except in the case of the election of directors wherein cumulative voting
applies. The presence in person or by proxy of the holders of record of a
majority of the shares of Company Common Stock entitled to a vote at the Annual
Meeting shall constitute a quorum for the transaction of business at the
meeting.

Shares may be voted cumulatively in the election of directors and directors
are elected by plurality vote. See "ELECTION OF DIRECTORS." The affirmative vote
of the holders of a majority of the shares present in person or by proxy at the
Annual Meeting is required to ratify the appointment of KPMG Peat Marwick as the
Company's independent auditors for 1994.

There is no definitive statutory or case law authority in Missouri as to the
proper treatment of votes withheld in the election of directors or abstentions
or broker non-votes respecting any other matter submitted for a vote of
shareholders. The Company believes withheld votes and abstentions and broker
non-votes should be counted for purposes of determining whether a quorum is
present at the Annual Meeting for the transaction of business. In the absence of
controlling precedent to the contrary, the Company intends to treat such
withheld votes, abstentions and broker non-votes in this manner.

All shares of Company Common Stock represented by a properly executed form
of proxy received by the Board of Directors pursuant to this solicitation will
be voted in accordance with the instructions, if any, given in such proxy. If a
form of proxy is duly executed but does not specify the manner in

1
<PAGE>
which the shares should be voted on any matter or matters, the proxy will be
voted for each of the nominees for director herein referred to (see "ELECTION OF
DIRECTORS") and otherwise in accordance with the recommendations of the
Company's Board of Directors as set forth herein. A proxy may be revoked at any
time prior to the exercise thereof by a notice from the shareholder received in
writing by the Secretary of the Company, by submission of a duly executed form
of proxy bearing a later date, or by voting in person at the Annual Meeting.

The entire cost of this proxy solicitation will be borne by the Company. The
Company will make arrangements with brokerage firms, banks, nominees,
fiduciaries and other custodians to supply proxy materials to beneficial owners
of Company Common Stock and will reimburse them for their expenses in so doing.
In addition to solicitation by mail, proxies may be solicited by the directors,
officers and employees of the Company by personal interview, telegraph,
telephone or additional mailings. Such directors, officers and employees will
not be additionally compensated for such solicitation, but may be reimbursed for
expenses in connection therewith.

ELECTION OF DIRECTORS

The Board of Directors of the Company presently consists of ten directors
and is divided into three classes, two having three and one having four
directors. Proxies cannot be voted for a greater number of persons than those
nominated. Generally, one class of directors is elected annually, with each
director of that class elected for a term of three years.

The Board of Directors has nominated for election as directors of the
Company at the 1994 Annual Meeting four (4) nominees indicated below, each to
serve as a director until the 1997 Annual Meeting and until his successor is
duly elected and qualified. All of the nominees presently are members of the
Board of Directors. Each nominee has indicated his willingness to serve if
elected and it is not anticipated that any nominee will become unavailable for
election. In the event that any nominee should become unwilling or unable to
serve as a director, it is intended that all duly executed proxies will be voted
for the election of such other person, if any, as is designated by the Board of
Directors. If no such person is designated as a replacement, the Board of
Directors will make an appropriate reduction in the number of directors to be
elected.

Under Missouri law and the Company's Articles of Incorporation, shares may
be voted cumulatively in the election of directors. Accordingly, a shareholder
is entitled to four votes for each share owned, one for each director to be
elected. A shareholder's votes may be cast equally among all nominees, may be
cast in favor of a single nominee or may be distributed among two or more
nominees.

The enclosed form of proxy provides a method for shareholders to withhold
authority to vote for any one or more of the nominees for director while
granting authority to vote for the remaining nominees. The names of all nominees
are listed on the proxy card. If you wish to grant authority to vote for all
nominees, check the box marked "FOR". If you wish to withhold authority to vote
for all nominees, check the box marked "WITHHELD". If you wish your shares to be
voted for some nominees and not for one or more of the others, check the box
marked "FOR" and indicate the name(s) of the nominee(s) for whom you are
withholding the authority to vote by writing the name(s) on the blank provided
immediately below the "FOR" box.

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Unless authority to vote for one or more nominees is withheld, all votes
represented by a properly executed proxy will be cast equally among all of the
nominees listed below. If authority to vote for one or more nominees is
withheld, unless directions to the contrary are stated on the proxy card, votes
represented by a properly executed proxy will be cast equally among the
remaining nominees. Directors are elected by a plurality vote.

The following table sets forth as to each nominee, and as to each director
whose term continues after the 1994 Annual Meeting, such person's age, principal
occupation and business experience during the last five years, positions and
offices with the Company, certain other directorships held, involvement, if any,
in certain legal proceedings and the year such person first became a director.

NOMINEES FOR TERMS TO EXPIRE IN 1997

DIRECTORS WHOSE TERMS EXPIRE IN 1996

<TABLE>
<S> <C> <C> <C>
Lan C. Bentsen (5) 46 Chairman and Chief Executive Officer of Sovereign 1986
National Management, Inc. (property management).
W. D. Grant (3)(4) 77 Consultant to the Company since August 1990; Chair- 1948
man of the Board until May 1993. Mr. Grant also is
a director of LabONE, Inc. and Boatmen's First
National Bank of Kansas City.
John H. Robinson, Jr. 43 Managing Partner of Black & Veatch (engineering and 1990
construction). Mr. Robinson also is a director of
Commerce Bank of Kansas City, N.A.
</TABLE>

3
<PAGE>
DIRECTORS WHOSE TERMS EXPIRE IN 1995

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTOR
NAME AGE OTHER DIRECTORSHIPS HELD (1) SINCE (2)
- -------------------------- --- --------------------------------------------------------------- ---------
<S> <C> <C> <C>
John C. Gamble (4) 48 Managing Partner in the law firm of Allen, Matkins, Leck, 1989
Gamble & Mallory, Irvine, California.
Michael E. Herman 52 President of Kansas City Royals Baseball Team (major league 1991
baseball) since 1993; partner, Herman Family Trading Company
(private investments) since 1990; Chairman of the Finance
Committee of Ewing Marion Kauffman Foundation since 1990;
Executive Vice President and Chief Financial Officer, Marion
Laboratories, Inc. (pharmaceuticals) from 1975 to 1990. Presi-
dent, Ewing Marion Kauffman Foundation from 1985 to 1990. Mr.
Herman also is a director of LabONE, Inc., Boatmen's First
National Bank of Kansas City, Janus Capital Corporation and
Agouron Pharmaceuticals, Inc.
James R. Seward 41 Executive Vice President of the Company since May 1993; Senior 1990
Vice President from August 1990 to May 1993 and Chief
Financial Officer since 1991; Vice President -- Special
Equities from June 1988 to
July 1990. Mr. Seward also is a director of Response
Technologies, Inc.
<FN>
- ------------------------
(1) Unless otherwise indicated, each nominee or continuing director who is not
an employee of the Company has held the position indicated as his
principal occupation for at least the past five years, and each nominee
and continuing director who is an officer of the Company has held his
present position with the Company, or another similar officer position
with the Company's former subsidiary, Business Men's Assurance Company of
America ("BMA"), as his principal occupation for at least the past five
years. LabONE, Inc. and Response Technologies, Inc. are majority-owned
subsidiaries of the Company.
(2) The year shown is the year during which the individual named first became
a director of either the Company or BMA.
(3) W. T. Grant II is the son of W. D. Grant.
(4) Mr. Gamble is the brother-in-law of W.T. Grant II and the son-in-law of W.
D. Grant.
(5) LBI Construction, Inc., a company wholly-owned by Mr. Bentsen, entered
Chapter 7 bankruptcy proceedings in July 1989.
</TABLE>

BOARD MEETINGS AND ATTENDANCE

During 1993, the Board of Directors held four meetings and took action by
unanimous consent on two occasions. Each of the nominees and continuing
directors attended at least 75% of the meetings of the Board of Directors and,
except for Mr. Herman, at least 75% of the aggregate of all meetings of the
Board of Directors and all committees thereof on which he served, in each case
that were held while such person was a director or a member of such committee.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company's business is under the general management of the Board of
Directors. Under authority conveyed by the Company's Bylaws to create
committees, the Board of Directors has

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<PAGE>
established, among others, an Executive Committee, a Nominating and Compensation
Committee and an Audit Committee. The members of each such committee are elected
by a majority of the full Board of Directors.

To the extent provided in the resolution authorizing its establishment and,
except to the extent otherwise limited by law, the Executive Committee is
empowered to exercise all authority of the Board of Directors in the management
of the Company. The Executive Committee reports all actions taken to the full
Board of Directors at its next meeting. The Executive Committee, which is
elected by a majority of the whole Board of Directors, presently comprises W. T.
Grant II, who is the chairman, John C. Gamble, W. D. Grant, P. Anthony Jacobs,
David W. Kemper and James R. Seward. The Executive Committee held two meetings
in 1993.

The Nominating and Compensation Committee establishes the compensation of
senior management, approves salary increases for elected officers, administers
the 1984 and 1989 Stock Option and Incentive Plans, monitors the administration
of employee benefit plans and recommends appropriate changes thereto, and
reviews supplementary pension and termination arrangements of highly-paid
employees. It also considers, and recommends to the Board of Directors,
candidates to serve as directors or consulting directors of the Company and
persons to be designated as executive vice presidents or senior vice presidents
of the Company. The Committee will consider suggestions of candidates for
director made by a shareholder if submitted in writing not less than 120 days in
advance of the date of the prior year's proxy statement, accompanied by (a)
appropriate biographical material, (b) a description of all arrangements or
understandings between such shareholder and each nominee and any other person or
persons pursuant to which the nomination or nominations are to be made by such
shareholder, (c) such other information regarding each nominee proposed by such
shareholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission
("SEC") if such nominee had been nominated by the Board of Directors and (d) the
consent of each nominee to serve as a director of the Company, if elected. The
Nominating and Compensation Committee presently comprises David W. Kemper, who
is chairman, Lan C. Bentsen, John C. Gamble, Michael E. Herman, John H.
Robinson, Jr. and Dennis R. Stephen. The Nominating and Compensation Committee
held five meetings in 1993.

The Audit Committee meets periodically with management, the internal
auditing staff and representatives of the Company's independent auditors to
assure that appropriate audits of the Company's affairs are being conducted. In
carrying out these responsibilities, the Audit Committee reviews the scope of
the internal and external audit activities and the results of the annual audit.
The Audit Committee is also responsible for recommending the public accounting
firm to serve as independent auditors for each year. Both the independent
auditors and the internal auditors have direct access to the Audit Committee to
discuss the results of their examinations, the adequacy of internal accounting
controls and the integrity of financial reporting. The Audit Committee comprises
John H. Robinson, Jr., who is the chairman, and David W. Kemper. The Audit
Committee held two meetings in 1993.

COMPENSATION OF DIRECTORS

GENERAL. Each director who is not a regularly compensated employee of the
Company ("Non-Employee Director") is paid a fee of $10,000 per annum for his
services as a director, plus a fee of $750 for each Board of Directors meeting
attended and, if a member of one or more committees, an additional fee of $500
(or $650 if such person is the chairman of the committee) for each committee
meeting attended. Non-Employee Directors also are provided $400,000 life
insurance coverage ($1,000,000 in the case of Mr. W. D. Grant, who is also a
consultant to the Company) for all business travel and are reimbursed for
expenses incurred in attending meetings. Non-Employee Directors receive stock
option awards under the Company's 1991 Non-Employee Directors' Stock Option Plan
upon becoming a director and are also entitled to participate in the Stock
Purchase Plan.

STOCK PURCHASE PLAN. The Seafield Capital Corporation Stock Purchase Plan
is a stock purchase plan which is open to all Non-Employee Directors of the
Company who make a one-time irrevocable

5
<PAGE>
election to participate. Such persons may contribute an amount equal to all or
part of their directors' compensation. Employees of the Company, and of
participating Company subsidiaries designated by the Chairman of the Board, may
also participate by contributing the lesser of 2% of their salary or $30,000
toward the purchase of Company Common Stock. The Company matches each
participant's contribution at a rate of 50%. Company Common Stock is purchased
on the open market each month and each participant receives as many shares as
his contribution, plus the Company's matching contribution, will purchase. No
employees presently are designated by the Chairman of the Board to participate
and, accordingly, none of the individuals or members of the group identified in
the Summary Compensation Table are presently eligible to participate in the
Stock Purchase Plan. For 1993, matching Company contributions for current
participating Non-Employee Directors were as follows:

<TABLE>
<CAPTION>
MATCHING
COMPANY
NAME OF DIRECTOR CONTRIBUTIONS
- ------------------------------------ ------------------
<S> <C>
Lan C. Bentsen $ 8,075
W. D. Grant 7,075
Michael E. Herman 6,875
David W. Kemper 9,125
John H. Robinson, Jr. 8,400
Dennis R. Stephen 938
</TABLE>

1991 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN ("1991 DIRECTORS'
PLAN"). Under the 1991 Directors' Plan, each Non-Employee Director of the
Company is entitled to a one time grant of options to purchase 15,000 shares of
Company Common Stock at a price per share equal to 100% of the fair market value
of a share of Company Common Stock on the date the option is granted, with the
options becoming exercisable as follows: on and after the first anniversary of
the date of grant, 5,000 shares may be purchased; on and after the second
anniversary of the date of grant, 5,000 additional shares (a total of 10,000
shares) may be purchased and on and after the third anniversary of the date of
grant, 5,000 additional shares (a total of 15,000 shares) may be purchased;
subject, however, to the limitation that no option granted under the 1991
Directors' Plan may be exercised more than ten years after the date of grant.

Upon the termination of an option holder's term as a director, the option is
exercisable only as to those shares as to which the option could be exercised on
the date of termination. All rights under an option terminate to the extent
unexercised ninety (90) days after the date a person ceases to be a director, if
termination is for any reason other than death, and twelve (12) months after a
director's date of death.

Rights under an option also will terminate in the event of the liquidation
or dissolution of the Company or in the event of a merger or consolidation in
which the Company is not the surviving corporation. However, a holder will have
the right, immediately prior to such termination, to exercise an option in whole
or in part without regard to the foregoing installment exercise provisions.

The 1991 Directors' Plan specifies that each person who was a Non-Employee
Director on the date the Company's shareholders approved said Plan (i.e., May
15, 1991) would be granted an option as of the date of such approval. Each
person who is thereafter elected or appointed to serve as a Non-Employee
Director shall be entitled to receive an option as of the date of election or
appointment.

In accordance with the foregoing and pursuant to the 1991 Directors' Plan,
the following current Non-Employee Directors have been granted options for
15,000 shares of Common Stock. Those held

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<PAGE>
by Dennis R. Stephen were granted August 11, 1993, the date he was first
appointed a director, and have an exercise price of $32.00 per share. All of the
other Non-Employee Director options were granted May 15, 1991 and all have an
exercise price of $21.50 per share:

<TABLE>
<CAPTION>
NAME
- --------------------------
<S> <C>
Lan C. Bentsen
John C. Gamble
Michael E. Herman
W. D. Grant
David W. Kemper
John H. Robinson, Jr.
Dennis R. Stephen
</TABLE>

W. D. Grant and David W. Kemper each exercised options for 5,000 of such
shares in 1993, when the market price for Company Common Stock was $38.75 and
$36.00 per share, respectively. Mr. Grant presently holds options for 5,000
shares and Mr. Kemper presently holds options for 10,000 shares under the 1991
Directors' Plan. No other options granted to current Non-Employee Directors
under the 1991 Directors' Plan have been exercised. However, George G. Joseph,
who was a Non-Employee Director at the time of the shareholder approval of the
1991 Directors' Plan, was also granted an option to purchase 15,000 shares of
Company Common Stock on May 15, 1991 at an exercise price of $21.50 per share.
Mr. Joseph's term as a director of the Company expired in 1993. Within the time
permitted under the 1991 Directors' Plan he exercised options as to 10,000
shares when the market price for Company Common Stock was $33.25. The balance of
his options have terminated.

CONSULTING AGREEMENT. Mr. W. D. Grant serves as a consultant to the
Company, for which he was paid an annual retainer of $50,000 in 1993. In
addition, pursuant to his consulting agreement, the Company reimbursed Mr. Grant
$5,000 for costs incurred by him in 1993 for financial planning, investment
advisory and tax return preparation services.

CERTAIN TRANSACTIONS AND ARRANGEMENTS

At the time of the Company's sale of 95% of the stock of its former
insurance company subsidiary, BMA, in July 1990, W. D. Grant was a party to a
supplemental retirement agreement with BMA. Upon Mr. Grant's retirement from BMA
on July 31, 1990, he began receiving payments under such agreement. In June
1992, the Company entered into an agreement with, among others, the 1990
purchaser of BMA stock, pursuant to which the Company sold the remaining 5% of
the stock and settled with the purchaser regarding a guaranty of BMA's mortgage
loan portfolio which the Company had given in connection with the 1990
transaction. As a part of the consideration for the June 1992 agreement, the
Company agreed to assume BMA's former responsibility for future obligations to
W. D. Grant under his supplemental retirement agreement. The annual amount owing
to Mr. Grant under such agreement is approximately $130,000, payable to Mr.
Grant until death, and thereafter at a reduced level to his spouse until her
death.

In July 1992 the Company loaned William H. West, M.D., Chairman of the Board
and Chief Executive Officer of the Company's majority-owned subsidiary, Response
Technologies, Inc. ("Response"), $500,000. Principal and accrued interest, at
the rate of 6.74% are due on the fourth anniversary of the loan. As of December
31, 1993, accrued interest on the loan was $49,272. Payment of said loan is
secured by a pledge of 130,333 shares of Response common stock.

SECURITY OWNERSHIP OF MANAGEMENT

The following table and notes thereto indicate the shares of Company Common
Stock and of the common stock of the Company's majority-owned subsidiaries,
LabONE, Inc. ("LabONE") (formerly named Home Office Reference Laboratory, Inc.)
and Response Technologies, Inc. ("RTK"), known to the Company to be beneficially
owned as of February 1, 1994, by each director (including the nominees

7
<PAGE>
for election as directors) of the Company, each of the executive officers named
in the Summary Compensation Table beginning on page 12, and by all directors and
executive officers of the Company as a group.

<TABLE>
<CAPTION>
SHARES OF COMMON
SHARES OF COMPANY STOCK OF LABONE Shares of Common
COMMON STOCK Beneficially Stock of RTK
BENEFICIALLY OWNED PERCENTAGE OF Owned Beneficially Owned
NAME (1)(2)(13) CLASS (14) (1)(15)(16) (1)(20)
- ---------------------- -------------------- ---------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Lan C. Bentsen........ 16,820(3) -- -0- -0-
John C. Gamble........ 118,421(4) 1.9% -0- -0-
W. D. Grant........... 1,283,398(5) 20.2% 29,325 -0-
W. T. Grant II........ 257,587(6) 4.0% 28,744(17) 2,000
Michael E. Herman..... 22,582(7) -- 17,297(18) 10,000
Bert H. Hood.......... -0-(8) -- 100,000 -0-
P. Anthony Jacobs..... 123,909(9) 1.9% 17,443 22,000
David W. Kemper....... 11,474(10) -- -0- -0-
John H. Robinson,
Jr................... 13,057 -- -0- -0-
James R. Seward....... 69,434(11) 1.1% -0- 22,000
Kenneth A. Stelzer.... -0-(8) -- 76,804(19) -0-
Dennis R. Stephen..... 504 -- -0- -0-
William H. West,
M.D.................. -0-(8) -- -0- 3,597,700(21)
All directors,
nominees and
executive officers as
a group (14
persons)............. 1,888,301(12) 28.1% 269,618 3,653,700(21)
<FN>
- ------------------------
(1) A beneficial owner of a security includes a person who, directly or
indirectly, has or shares voting or investment powers with respect to such
security. Voting power is the power to vote or direct the voting of the
security and investment powers is the power to dispose or direct the
disposition of the security. Each person listed has stated that he, either
alone or with his spouse, has sole voting power and sole investment power
with respect to the shares shown as beneficially owned, except as otherwise
indicated.
(2) Shares of Company Common Stock shown as beneficially owned include shares
issuable upon the exercise of stock options granted under the Company's
1984 and 1989 Stock Option and Incentive Plans that were exercisable on
February 1, 1994 or that became exercisable within 60 days thereafter, as
follows: Lan C. Bentsen, 10,000 shares; John C. Gamble, 10,000 shares; W.
T. Grant II, 146,492 shares; Michael E. Herman, 10,000 shares; P. Anthony
Jacobs, 105,500 shares; David W. Kemper, 5,000 shares; John H. Robinson,
Jr., 10,000 shares; James R. Seward, 46,667 shares; and all directors and
executive officers as a group, 358,659 shares.
(3) Includes 6,662 shares held by a family trust for the benefit of Mr.
Bentsen's children, as to which he disclaims beneficial ownership. An
unaffiliated person is trustee with sole voting and investment powers.
(4) Includes 40,870 shares owned by Mr. Gamble's wife and 7,939 shares held by
his wife as custodian for her children, 45,000 shares held in a trust for
which his wife serves as co-trustee with W. T. Grant II, and in that
capacity shares voting and investment powers, and 11,562 shares held by his
wife's son. Mr. Gamble disclaims beneficial ownership of the foregoing
shares owned by his wife or her son or over which she has trust powers.
(5) Includes 237,960 shares held by a family trust for which W. D. Grant serves
as a co-trustee with Boatmen's First National Bank of Kansas City, and in
that capacity shares voting and investment powers; includes 32,517 shares
held by a family foundation of which W. D. Grant shares voting and
investment powers with United Missouri Bank of Kansas City, N.A.; also
includes 26,850 shares owned by the wife of W. D. Grant, as to which he
disclaims beneficial ownership.
</TABLE>

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<PAGE>
<TABLE>
<S> <C>
(6) Includes 27,256 shares held by W. T. Grant II as custodian for his
children; includes 4,068 shares held by W. T. Grant II as personal
representative of the estate of a deceased relative, as to which he
disclaims beneficial ownership; includes 45,000 shares held in a family
trust for which W. T. Grant II serves as a co-trustee with Laura Gamble and
in that capacity shares voting and investment powers; also includes 10,706
shares owned by the wife of W. T. Grant II, as to which he disclaims
beneficial ownership.
(7) Includes 400 shares owned by Mr. Herman's wife, as to which he disclaims
beneficial ownership; 11,556 shares are owned by the Herman Family Trading
Company of which Mr. Herman is a general partner and approximately 73%
owner.
(8) Messrs. Hood and West are, respectively, the Chief Executive Officers of
the Company's majority-owned subsidiaries, LabONE, Inc. ("LabONE") and
Response Technologies, Inc. ("RTK"); neither is a director or corporate
officer of the Company. Mr. Stelzer was the Chief Executive Officer of
LabONE until August 1993; he is not a director or corporate officer of the
Company.
(9) Includes 1,000 shares owned by the wife and 200 shares owned by the son of
P. Anthony Jacobs as to which he disclaims beneficial ownership.
(10) Includes 5,646 shares held in a family trust for which Mr. Kemper serves as
a trustee, and in that capacity shares voting power and has sole investment
power.
(11) Includes 1,500 shares held in a family trust of which Mr. Seward serves as
a co-trustee with his mother, and in that capacity shares voting and
investment powers.
(12) Includes (i) 358,659 shares of Company Common Stock issuable upon the
exercise of stock options granted under the 1984 and 1989 Stock Option and
Incentive Plans that were exercisable on February 1, 1994 or that became
exercisable within 60 days thereafter and (ii) an aggregate of 8,467 shares
held under the Seafield Capital Corporation 401(k) Plan and Trust (based
upon the Plan statement as of December 31, 1993) which are held in a trust
of which The Investors Services Trust Company is the trustee, but as to
which the trustee is obligated to grant voting rights to the Plan
Administrative Committee, comprising executive officers of the Company, if
requested by said Committee.
(13) Includes as to each of the following individuals, the following numbers of
shares held in their respective accounts under the Seafield Capital
Corporation 401(k) Plan and Trust as of December 31, 1993 (based on a plan
statement of that date), as to which shares the individual shares
investment power but, except in the case of Mr. Seward who shares voting
power as to all 8,467 shares held in the 401(k) Plan, does not have voting
power; W. T. Grant II, 888 shares; P. Anthony Jacobs, 992 shares and James
R. Seward, 609 shares (plus an additional 7,858 shares as to which he
shares voting power as a member of the 401(k) Plan Administrative
Committee).
(14) The percentages represent the total number of shares of Common Stock shown
in the adjacent column divided by the number of issued and outstanding
shares of Common Stock as of February 1, 1994 (6,357,758 shares), plus, in
each instance, all shares of Common Stock issuable to the person or group
named upon the exercise of stock options granted under the Company's 1984,
1989 and 1991 Stock Option Plans that were exercisable on February 1, 1994
or that became exercisable within 60 days thereafter. Percentages of less
than one percent are omitted.
(15) Shares of LabONE stock shown as beneficially owned include shares issuable
upon the exercise of stock options granted under the LabONE Long-Term
Incentive Plan that were exercisable on February 1, 1994 or that became
exercisable within 60 days thereafter, as follows: W. D. Grant, 15,971
shares; W. T. Grant II, 21,944 shares; Michael E. Herman, 15,943 shares;
Bert H. Hood, 100,000 shares; P. Anthony Jacobs, 15,943 shares; Kenneth A.
Stelzer, 72,971 shares; and all directors and executive officers as a
group, 242,772.
(16) Percentages of shares beneficially owned are less than 1% for all directors
and executive officers individually; the shares beneficially owned by all
directors and executive officers as a group
</TABLE>

9
<PAGE>
<TABLE>
<S> <C>
constitute 2% of the aggregate of the number of LabONE shares outstanding
at February 1, 1994 (12,960,422), plus the number of shares of LabONE stock
issuable upon the exercise of stock options held by members of the group
which were exercisable on February 1, 1994 or that became exercisable
within 60 days thereafter.
(17) Includes 5,000 shares owned by W. T. Grant II as personal representative of
the estate of a deceased relative, as to which he disclaims beneficial
ownership.
(18) Includes 1,354 shares owned by the Herman Family Trading Company of which
Mr. Herman is a general partner and approximately 73% owner.
(19) Includes 2,333 shares held in an account for the benefit of Mr. Stelzer
under LabONE's 401(k) Profit Sharing Plan, as to which he has sole
investment power only.
(20) Percentages of shares beneficially owned are less than 1% for all directors
and executive officers, except that William H. West, M.D. beneficially owns
10.1% and all directors and executive officers as a group beneficially own
10.2% of the number of RTK shares of common stock outstanding at February
1, 1994 (34,670,073), plus the number of shares of RTK common stock
issuable upon the exercise of stock options or warrants held by Dr. West
(the only director or executive officer who holds any RTK options or
warrants) which were exercisable on February 1, 1994 or that became
exercisable within 60 days thereafter.
(21) Shares of RTK common stock shown as beneficially owned by Dr. West and all
directors and executive officers as a group include 987,800 shares issuable
to Dr. West upon the exercise of RTK stock options and warrants that were
exercisable on February 1, 1994 or that became exercisable within 60 days
thereafter.
</TABLE>

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The Company believes that its officers and directors have reported all 1993
transactions in Company Common Stock required to be reported by Section 16(a) of
the Securities Exchange Act of 1934. Each Non-Employee Director who participates
in the Company's Stock Purchase Plan (see "Election of Directors -- Compensation
of Directors -- Stock Purchase Plan") disclosed in a timely filed Form 4 for
January 1994 that the aggregate number of shares shown as owned directly
included a number of shares purchased during 1993 for the account of such
director in the Stock Purchase Plan. The actual acquisitions (as distinguished
from the ownership) of such shares are to be reported, under SEC rules, on a
Form 5. Because of a misunderstanding by the Company's representatives, who
believed that the disclosure on the January 1994 Form 4s was all that SEC rules
required, Form 5s disclosing acquisitions in 1993 under the Stock Purchase Plan
by the participating Non-Employee Directors were not timely filed. In addition,
Lan C. Bentsen mistakenly omitted reporting a gift of shares of Company Common
Stock from his account in the Stock Purchase Plan to a family trust. As soon as
the mistakes were discovered, Form 5s or amendments thereto, as the case may be,
were filed by all participants, disclosing all Stock Purchase Plan transactions
in 1993. The Company believes that all other 1993 transactions in Company Common
Stock by officers, directors and other persons subject to Section 16(a) were
timely reported.

10
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table indicates the shares of Company Common Stock
beneficially owned by the only persons (other than persons set forth in the
preceding table) known to the Company or its management as beneficially owning
more than five percent of the Company's Common Stock as of January 1, 1994.

<TABLE>
<CAPTION>
Amount and Nature Percent of
Name and Address of Beneficial Owner of Beneficial Ownership Class (1)
- -------------------------------------- ----------------------------------------------- -------------
<S> <C> <C>
Boatmen's Bancshares, Inc. Total -- 433,741(2) 7.5%
One Boatmen's Plaza sole voting power -- 199,878 3.1%
St. Louis, Missouri 63101 shared voting power -- 249,863 3.9%
sole disposition power -0- -0-
shared disposition power -- 432,041 6.8%
Ark Asset Management Co., Inc. Total -- 383,850(3) 6 %
One New York Plaza sole voting power -- 280,250 4.4%
New York, New York 10004 shared voting power -0- -0-
sole disposition power -- 366,950 5.8%
shared disposition power -0- -0-
<FN>
- ------------------------
(1) The percentage represents the total numbers of shares of Common Stock shown
in the adjacent column divided by the number of issued and outstanding
shares of Common Stock as of February 1, 1994.
(2) As reported in the most recent report on Schedule 13G. This amount includes
427,739 shares beneficially owned by Boatmen's First National Bank of
Kansas City, P.O. Box 38, Kansas City, Missouri 64183, a subsidiary of
Boatmen's Bancshares, Inc., as to 237,960 shares of which it shares voting
and investment powers with W. D. Grant. Mr. Grant, a director of the
Company, is also a director of Boatmen's First National Bank of Kansas
City.
(3) As reported in the most recent report on Schedule 13G. Ark Asset Management
Co., Inc. is a registered investment adviser. The Company acquired 382,350
shares of Common Stock from Ark Asset Management Co., Inc. in January 1994.
</TABLE>

11
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth compensation received by the Company's Chief
Executive Officer, the four most highly paid executive officers, other than the
Chief Executive Officer, holding office at December 31, 1993 and one individual
who served as an executive officer during 1993 but who was not an executive
officer at December 31, 1993, for services rendered in all capacities to the
Company and its subsidiaries for the last three years.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------------
AWARDS
------------
ANNUAL COMPENSATION(1) SECURITIES PAYOUTS
----------------------- UNDERLYING ------------
BONUS OPTIONS/SARS LTIP PAYOUTS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) ($)(2) (#) ($)(8) COMPENSATION ($)(9)
- --------------------------- ---- ----------- -------- ------------ ------------ -------------------
<S> <C> <C> <C> <C> <C> <C>
W. T. Grant II 1993 $ 320,000 -0- -0- $ 1,168,000 $ 30,052
Chairman of the Board and 1992 320,000 -0- -0- 498,000 34,510
Chief Executive Officer of 1991 320,000 -0- -0- 236,000 --
the Company
P. Anthony Jacobs 1993 231,167 -0- -0- 730,000 42,859
President and Chief 1992 217,417 -0- -0- 311,250 42,364
Operating Officer of the 1991 192,917 -0- -0- 147,500 --
Company
James R. Seward 1993 136,417 $10,000 -0- 562,100 17,485
Executive Vice President 1992 127,500 -0- -0- 217,875 17,558
and Chief Financial 1991 109,167 -0- -0- 76,700 --
Officer of the Company
Bert H. Hood 1993 83,333(3) 100,000 200,000(6) -0- 76,849(10)
Chairman of the Board, 1992 -0- -0- -0- -0- -0-
President and Chief 1991 -0- -0- -0- -0- --
Executive Officer of
LabONE, Inc. (4)
Kenneth A. Stelzer 1993 163,754 66,603 10,000(6) -0- 27,778
President of Home Office 1992 156,171 123,573 -0- -0- 27,207
Reference Laboratory 1991 145,830 147,468 100,000(6) -0- --
division of LabONE, Inc.
(4)
William H. West, M.D. 1993 185,000 -0- 368,000(7) -0- 102
Chairman of the Board and 1992 165,475 50,000 275,000(7) -0- 127
Chief Executive Officer of 1991 125,000 -0- -0- -0- --
Response Technologies,
Inc. (5)
<FN>
- ------------------------
(1) Compensation deferred at the election of an executive officer, pursuant to
the Company's or its subsidiaries' 401(k) Plans, is included in the year
earned.
(2) The Company discontinued its cash bonus program in 1991 and replaced it
with Restricted Stock Awards (see footnote 8 below). The Company's
Compensation Committee and Board of Directors
</TABLE>

12
<PAGE>
<TABLE>
<S> <C>
retained, however, authority to make discretionary bonus awards in special
circumstances; it was
pursuant to that authority that a 1993 bonus was awarded to Mr. Seward. The
Company's subsidiaries which employ Mr. Hood, Mr. Stelzer and Dr. West
continue to have cash bonus programs. Cash bonuses for services rendered in
1993, 1992 and 1991 have been listed in the year earned; in some cases they
were actually paid in the following year. In the case of Messrs. Hood and
Stelzer and Dr. West, bonuses were paid by the company with whom the
individual is employed based upon said company's operating results and the
performance of the individual.
(3) Mr. Hood's employment with LabONE, Inc. began in August 1993.
(4) LabONE, Inc. (formerly named Home Office Reference Laboratory, Inc.) is 82%
owned by the Company.
(5) Response Technologies, Inc. is 59% owned by the Company.
(6) Consists entirely of options to purchase shares of common stock of LabONE,
Inc.
(7) Consists entirely of options to purchase shares of common stock of Response
Technologies, Inc. Of the options shown in the table as granted in 1993,
268,000 were options granted in 1992 (and are part of the number reported
for 1992) and repriced in 1993.
(8) Represents the dollar value of shares of Company Common Stock granted as
Restricted Stock Awards under the Company's 1989 Stock Option and Incentive
Plan, which became performance vested in the year indicated. Restricted
Stock Awards were made in 1991 to replace the Company's annual cash bonus
program which was discontinued in that year. After Restricted Stock becomes
performance vested, it time vests in equal parts, generally on the 1st, 2nd
and 3rd anniversaries of the date of performance vesting. Thus, generally,
the Restricted Stock which performance vests in a given year is not
available to the grantee in that year. While SEC rules require the full
value of performance vested Restricted Stock to be shown for the year in
which performance vesting occurs, the benefit of said Restricted Stock is
not available to the grantee until full time vesting which generally occurs
only in subsequent years (i.e., 1/3 per year over the succeeding three
years). The value of Restricted Stock which fully time vested in 1993, 1992
and 1991 (valued at the date of full time vesting) for each of the named
executives was:
</TABLE>

<TABLE>
<CAPTION>
EXECUTIVE OFFICER 1993 1992 1991
- ------------------------------- --------- ----------- ---------
<S> <C> <C> <C>
W. T. Grant II $ 94,012 $ 251,636 $-0-
P. Anthony Jacobs 58,762 157,261 -0-
James R. Seward 30,562 101,261 -0-
</TABLE>

No dividends (or payments in lieu thereof) are paid on Restricted Stock until
all restrictions lapse (including holding period restrictions following
performance vesting). See "Report of The Directors -- Compensation Committee
on Executive Compensation" for a discussion of the Restricted Stock Awards.
All shares of Restricted Stock held by any of the named executive officers
had performance vested by December 31, 1993, with the value of such shares at
the time of performance vesting being shown in the Table as an "LTIP Payout"
for 1993, 1992 or 1991, as the case may be. Some of these shares had not time
vested and, thus, had not been issued to the named executive officers as of
December 31, 1993. The number and December 31, 1993 value of shares of
Restricted Stock owned by each named executive officer which had not time
vested as of such date were as follows:

<TABLE>
<CAPTION>
NON-TIME VESTED
SHARES OF
RESTRICTED VALUE AT DECEMBER
NAME STOCK 31, 1993
- ------------------------------- --------------- -----------------
<S> <C> <C>
W. T. Grant II 45,334 $ 1,609,357
P. Anthony Jacobs 28,334 1,005,857
James R. Seward 20,934 743,157
</TABLE>

13
<PAGE>
<TABLE>
<S> <C> <C>
<FN>
(9) Includes the following contributions paid or accrued to the named
executive's accounts in the Company's, or one of its subsidiaries', as the
case may be, 401(k) Plan ("401(k)") and Money Purchase Pension Plan
("MPP"), pursuant to a Supplemental Retirement Agreement ("SERP") with said
executive and for term life insurance for said executive:
</TABLE>

<TABLE>
<CAPTION>
TERM LIFE
401(K) MPP SERP INS. PREMIUMS
-------------------- -------------------- -------------------- --------------------
1993 1992 1993 1992 1993 1992 1993 1992
--------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W. Thomas Grant II $ 4,497 $ 6,885 $ 16,509 $ 16,230 $ 7,026 $ 9,509 $ 2,020 $ 1,886
P. Anthony Jacobs 4,497 4,479 16,509 16,793 20,396 19,876 1,457 1,216
James R. Seward 4,497 5,556 12,126 11,250 -0- -0- 862 752
Bert H. Hood -0- -0- -0- -0- -0- -0- -0- -0-
Kenneth A. Stelzer 1,110 1,366 26,668 25,841 -0- -0- -0- -0-
William H. West, M.D. -0- -0- -0- -0- -0- -0- 102 127
<FN>
(10) Includes a $60,000 signing bonus paid to Mr. Hood upon the execution of his
Employment Agreement with LabONE, Inc. in August 1993 and $16,849 in
relocation expenses in connection with his move from Dallas, Texas to the
Kansas City area.
</TABLE>

OPTION GRANTS IN LAST FISCAL YEAR

No Company options were granted in 1993 to any executive officer shown in
the Summary Compensation Table. The following table sets forth information
respecting options granted by LabONE, Inc. ("LabONE") and Response Technologies,
Inc. ("RTK"), respectively, 82% and 59% owned subsidiaries of the Company, to
their respective corporate officers shown in the Table below. The options
granted to Messrs. Hood and Stelzer all relate to shares of common stock of
LabONE and the options granted to Dr. West relate to shares of common stock of
RTK. The option granted to Mr. Hood became exercisable to the extent of 50% of
the shares subject to the option three months after the date of grant, will
become exercisable to the extent of an additional 25% twelve months after the
grant date and will become exercisable to the extent of the final 25% eighteen
months after the grant date, assuming continued employment. The option granted
to Mr. Stelzer becomes exercisable cumulatively in 20% annual installments
commencing one year after the date of grant, assuming continued employment. Each
of the options granted to Dr. West became exercisable to the extent of 20% on
the date of grant and will become vested to the extent of an additional 20% on
each of the first four annual anniversaries of the grant date, assuming
continued employment. All stock options granted in 1993 are non-statutory
options, receiving no special tax benefits, have a term of ten years and, except
for RTK options, are entitled to the benefit of cashless exercise provisions in
the plans

14
<PAGE>
pursuant to which they were issued. Options granted by LabONE provide for
acceleration of vesting in the event of a change-of-control. None of the option
grants in 1993 included tandem SARs, performance units or other instruments, or
any reload or tax reimbursement features.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------
PERCENT OF
NUMBER OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS ASSUMED ANNUAL RATES OF STOCK
UNDERLYING GRANTED TO PRICE APPRECIATION FOR OPTION
OPTIONS EMPLOYEES EXERCISE OR TERM (1)
GRANTED IN FISCAL BASE PRICE EXPIRATION ------------------------------
NAME (#) YEAR ($/SH) DATE 0% ($) 5% ($) 10% ($)
- -------------------------- ---------- ----------- ------------ ---------- ------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
W. Thomas Grant II -0- N/A N/A N/A
P. Anthony Jacobs -0- N/A N/A N/A
James R. Seward -0- N/A N/A N/A
Bert H. Hood 200,000 N/A(2) $ 14.375 08/05/03 $-0- $1,787,711 $4,549,588
Kenneth A. Stelzer 10,000 N/A(3) 14.75 07/01/03 -0- 97,762 235,077
William H. West, M.D. 268,000 N/A(4) 2.75 06/18/03 -0- 436,211 1,131,143
50,000 N/A 2.125 08/18/03 -0- 71,910 177,441
50,000 N/A 2.00 11/16/03 -0- 62,889 159,374
<FN>
- ------------------------
(1) The dollar amounts under these columns are the result of calculations at
the 5% and 10% rates set by, and the 0% rate permitted by, SEC rules and
are not intended to forecast possible future appreciation, if any, in
LabONE's or RTK's stock price.
(2) Constituted 43% of all options granted by LabONE in 1993.
(3) Constituted 2% of all options granted by LabONE in 1993.
(4) The total number of options granted to Dr. West constituted 22% of all
options granted by RTK in 1993.
</TABLE>

15
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES

The following table provides information on option exercises in 1993 by the
named executive officers and the values of such officers' unexercised options at
December 31, 1993:

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT YEAR-END (#) AT YEAR-END ($)(4)
ACQUIRED ON VALUE REALIZED --------------------------- ---------------------------
NAME EXERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ ------------ -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. T. Grant II 40,000 $ 620,000 146,492 -0- $1,037,081 $ -0-
(Seafield Capital
Corporation)
P. Anthony Jacobs 15,000 232,500 105,500 -0- 807,938 -0-
(Seafield Capital
Corporation)
James R. Seward 9,083 108,725 46,667 -0- 327,601 -0-
(Seafield Capital
Corporation)
Bert H. Hood -0- -0- 100,000(2) 100,000(2) 412,500(2) 412,500(2)
(LabONE, Inc.)
Kenneth A. Stelzer -0- -0- 50,971(2) 59,029(2) 417,056(2) 426,520(2)
(LabONE, Inc.)
William H. West, M.D. -0- -0- 296,400(3) 328,600(3) 206,300(3) 18,750(3)
(Response Technologies,
Inc.)
<FN>
- ------------------------
(1) Market value of underlying securities at exercise minus the exercise price.
(2) Consists entirely of options to purchase shares of common stock of LabONE,
Inc. ("LabONE") and the value (i.e. market value of underlying securities
minus option exercise price) at December 31, 1993 of such options.
(3) Consists entirely of options to purchase shares of common stock of Response
Technologies, Inc. ("RTK") and the value (i.e. market value of underlying
securities minus option exercise price) at December 31, 1993 of such
options.
(4) The closing price on December 31, 1993 of Company Common Stock was $35.50;
of LabONE common stock was $18.50 ; and of RTK common stock was $1.625.
</TABLE>

16
<PAGE>
TEN-YEAR OPTION REPRICINGS

No options granted by the Company have been repriced within the past 10
years. The following is information respecting repricings within the past 10
years of options granted by subsidiaries of the Company to executive officers
named in the Summary Compensation Table.

<TABLE>
<CAPTION>
NUMBER OF LENGTH OF
SECURITIES EXERCISE ORIGINAL
UNDERLYING MARKET PRICE PRICE AT OPTION TERM
OPTIONS OF STOCK AT TIME OF NEW REMAINING AT
REPRICED OR TIME OF REPRICING OR EXERCISE DATE OF
AMENDED REPRICING OR AMENDMENT PRICE REPRICING OR
NAME DATE (1) (#) AMENDMENT ($) ($) ($) AMENDMENT
- --------------------------------- -------- ----------- ------------- ------------ --------- ----------------
<S> <C> <C> <C> <C> <C> <C>
William H. West, M.D. 06/18/93 268,000(3) $ 2.6875 $ 4.75 $ 2.75 8 yrs, 10 months
Chairman of The Board and Chief
Executive of Response
Technologies, Inc.(2)
Kenneth A. Stelzer 01/02/91 54,861(4) $ 9.875 $ 18.00 $ 9.875 6 yrs, 8 months
President of the Home Office
Reference Laboratory division of
LabONE, Inc.(2)
<FN>
- ------------------------
(1) Date of repricing.
(2) Response Technologies, Inc. is 59% owned by the Company and LabONE, Inc. is
82% owned by the Company.
(3) Relates entirely to shares of common stock of Response Technologies, Inc.,
of which Dr. West is the CEO.
(4) Relates entirely to shares of common stock of LabONE, Inc., of which Mr.
Stelzer was CEO until August 1993. The replacement option replaced an
option grant for 100,000 shares with an exercise price of $18.00 per share.
Mr. Stelzer and all other officers of LabONE, Inc. holding options
originally granted with an exercise price of $18.00 per share were given
the right to exchange such options for a number of new replacement options
determined by multiplying the number of old options by a fraction the
numerator of which was the new exercise price (i.e., the average of the
high and low prices on the date of repricing) and the denominator of which
was the original exercise price.
</TABLE>

As explained in the footnotes, none of the option repricings in the Table
above relate to Company Common Stock. The repricing decisions were not made by
the Company's Nominating and Compensation Committee or Board of Directors; those
decisions were made by the Compensation Committees of the companies with whom
the executive officers referred to in the foregoing Table are employed, as
indicated. The following, which is submitted by the Company's Board of
Directors, represents explanations given to the Company's Board of Directors by
LabONE, Inc.'s Compensation Committee (in the case of Mr. Hood) and by Response
Technologies, Inc.'s Compensation Committee (in the case of Dr. West) of the
subject repricings and the basis therefor.

Dr. West's replaced options were originally granted in April 1992. By June
1993, after the market price of Response Technologies, Inc. ("RTK") common stock
had fallen by over 40%, the RTK Compensation Committee believed that the then
current market price (which was actually slightly below the new exercise price)
was more reflective of RTK's value. As a company still in its development stage,
RTK must rely heavily on equity based compensation in order to attract high
caliber executive talent. The RTK Compensation Committee believed that at the
time options were repriced, RTK was at an important point in its development
and, accordingly, that it was extremely important for all RTK executive
officers, including its CEO Dr. West, to perceive a likelihood of achieving
value through stock

17
<PAGE>
options, in order to ensure their continued dedication to RTK's business. RTK's
Compensation Committee believed this would be more likely if the exercise price
of all April 1992 options, including those held by Dr. West, was reduced to
approximately the then current market price for RTK common stock. The Committee
further believed that the number of replacement options should remain the same
as the number replaced, in order to appropriately motivate RTK executives to
devote their substantial expertise to carrying out RTK's business plan. In order
to remain consistent with the RTK Compensation Committee's view of options as
long-term compensation, the Committee provided that the replacement options
(which have a ten-year term) would be subject to a new 4-year vesting schedule,
beginning with the effective date of the repricing (i.e., 20% was vested at the
date of repricing and 20% vests on the first, second, third and fourth
anniversaries of such date).

Mr. Stelzer's replaced options were granted in 1987 at the time LabONE, Inc.
("LabONE") first went public. Since that time the market for LabONE's services
had changed dramatically. Notwithstanding efforts by Mr. Stelzer and others
which resulted in LabONE retaining a market share leadership position,
competitive pressures had caused LabONE's earnings and stock market price to
decline dramatically by 1991.

In 1991 when Mr. Stelzer and other LabONE officers were given the
alternative of having options repriced, the market price per share of LabONE
stock was only about one-half of the option exercise price. LabONE believes that
stock options should contain terms which motivate executive officers,
particularly the CEO, which Mr. Stelzer was in 1991. LabONE's Compensation
Committee believes that appropriate motivation did not exist where the exercise
price of stock options was so much higher than the market price for LabONE
stock, especially where business forces existed which made it unlikely, in the
judgment of LabONE's Compensation Committee, that a stock price as high as the
exercise price was likely to be achieved in a reasonable period of time. Mr.
Stelzer was given the alternative of having his options repriced in order to
provide the level of motivation intended when the options were originally
granted. In exchange for a reduction in the exercise price, the number of
repriced options was reduced by nearly 50% (i.e., to 54,861 from the original
grant of 100,000), that being the approximate percentage that the new exercise
price was of the original exercise price. The replacement options had a ten-year
term, had an exercise price essentially equal to the then market price for
LabONE common stock, and vested over 3 years, with 40% vested at the date of
repricing and 20% vesting on each of the first three anniversaries of that date.

SUBMITTED BY THE
SEAFIELD CAPITAL CORPORATION
BOARD OF DIRECTORS

W. T. Grant II, Chairman
Lan C. Bentsen
John C. Gamble
W. D. Grant
Michael E. Herman
P. Anthony Jacobs
David W. Kemper
John H. Robinson, Jr.
James R. Seward
Dennis R. Stephen

18
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EMPLOYMENT AGREEMENTS; TERMINATION OF EMPLOYMENT AND CHANGE-OF-CONTROL
COMPENSATION ARRANGEMENTS

THE COMPANY -- CHANGE-OF-CONTROL. The Company has entered into certain
Termination Compensation Agreements with Messrs. W. T. Grant II, P. Anthony
Jacobs and James R. Seward. Under the Termination Compensation Agreements, each
such officer could receive, in the event his employment with the Company is
terminated by the Company (for a reason other than death, normal retirement or
permanent disability) or is terminated by him for good cause, within three years
following a change-of-control of the Company, a lump sum payment equal to three
times the officer's average annual gross income for the five tax years preceding
the year of termination. The terminated officer also would be entitled (i) to
continue to participate in the Company's medical, life insurance and disability
plans for a three-year period commencing with the date of a change-of-control,
and (ii) to receive a lump sum payment equal to the present value of anticipated
future contributions the Company would have made under any qualified retirement
plan then maintained for the remainder of such three-year period. In addition,
the right of the officer to receive any unpaid installments of awards under any
incentive or non-qualified deferred compensation plan of the Company would vest
immediately upon such termination. The Company also would make out-placement
services available to the terminated officer.

A "change-of-control" under the Termination Compensation Agreements
generally is deemed to have occurred if, as the result of (i) a tender offer or
other acquisition of securities of the Company any person, entity or group
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 25% or more of the voting power of outstanding Company
securities, or (ii) a contested election of directors, either the persons who
were directors of the Company immediately prior thereto, or new persons whose
nomination was approved by two-thirds of the directors in office immediately
prior thereto, cease to constitute a majority of the Board of Directors.

All unvested options to acquire shares of Company Common Stock and all
unvested restricted stock awards vest and become fully exercisable if events
similar to those described as a "change-of-control" above shall occur.

SUBSIDIARIES -- EMPLOYMENT AGREEMENTS; CHANGE-OF-CONTROL. An employment
agreement exists between LabONE, Inc. ("LabONE") and Mr. Bert H. Hood, its Chief
Executive Officer, who is an executive officer of the Company named in the
Summary Compensation Table. The Agreement provides for the employment of Mr.
Hood for a three-year term ending in 1996 and is renewable annually thereafter
for successive one-year terms unless LabONE elects not to extend the Agreement.
Mr. Hood's compensation under the Agreement consists of a signing bonus of
$60,000, an annual base salary of not less than $200,000, an annual incentive
bonus to be established by LabONE's Compensation Committee after consultation
with Mr. Hood, the purchase by LabONE of Mr. Hood's Texas residence for a
purchase price net to Mr. Hood equal to the average of the fair market values of
the residence established by two independent appraisers, the granting of a
non-qualified stock option to Mr. Hood for 200,000 shares of LabONE common
stock, and participation in LabONE's other fringe benefit programs for
executives. In the event that LabONE terminates Mr. Hood's employment without
cause (as defined in the Agreement), LabONE will pay to Mr. Hood a lump sum
severance payment equal to his base salary due for the balance of the term of
the Agreement, plus one year's annual base salary. If a change-of-control of
LabONE (as defined in the Agreement) occurs at any time while Mr. Hood is in
LabONE's full-time employment, and within one year after such a
change-of-control Mr. Hood's employment is terminated for any reason other than
permanent disability, death or normal retirement, LabONE will pay Mr. Hood as
termination compensation a lump sum amount equal to three times his average
annual compensation for the most recent five taxable years (subject to certain
limitations prescribed in the Internal Revenue Code) and any remaining term of
the Agreement shall be cancelled. Under the Agreement, Mr. Hood agrees not to
compete with LabONE for a period of two years after the termination of his
employment with LabONE.

An Employment Agreement also exists between LabONE and Kenneth A. Stelzer, a
former executive officer of the Company named in the Summary Compensation Table.
This Agreement provides for

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the employment of Mr. Stelzer for a two-year term ending in November 1995 and is
renewable annually thereafter for successive one-year terms unless LabONE elects
not to extend the Agreement. The Agreement provides for compensation consisting
of an annual base salary of not less than $181,100, annual incentive bonuses
established by LabONE's Compensation Committee and participation in LabONE's
other fringe benefit programs for executives. In the event the LabONE terminates
Mr. Stelzer's employment without cause (as defined in the Agreement), LabONE
will pay to Mr. Stelzer a lump sum severance payment equal to his base salary
for the balance of the term of his Employment Agreement, plus 50% of one year's
annual base salary. If a change-of-control of LabONE (as defined in the
Agreement) occurs at any time during which Mr. Stelzer is in LabONE's full-time
employment, and within one year after such a change-of-control Mr. Stelzer's
employment is terminated for any reason other than permanent disability, death
or normal retirement, LabONE will pay Mr. Stelzer as termination compensation a
lump sum amount equal to three times Mr. Stelzer's average annual compensation
for the most recent five taxable years (subject to certain limitations
prescribed in the Internal Revenue Code) and any remaining term of the Agreement
shall be cancelled. Under the Agreement, Mr. Stelzer agrees not to compete with
LabONE for a period of two years after the termination of his employment with
LabONE.

The stock options granted under the LabONE Long-Term Incentive Plan to Mr.
Hood and Mr. Stelzer provide that the options held by each of such executive
officers shall become fully exercisable if a change-of-control of LabONE (as
defined in the stock option agreements) shall occur, or upon termination of the
officer's employment by LabONE without cause (as defined).

Had a "change-of-control" taken place on December 31, 1993, the following
executive officers identified in the Summary Compensation Table would have been
entitled to receive, had their employment ceased on that date, lump sum payments
in the following amounts under their Termination Compensation Agreements or
Employment Agreements: W. T. Grant II - $1,735,559, P. Anthony Jacobs --
$939,231, James R. Seward --$549,290, Bert H. Hood -- $1,130,547 and Kenneth A.
Stelzer -- $762,335.

Response Technologies, Inc. ("RTK") has an employment agreement with Dr.
William H. West, its Chief Executive Officer, who is an executive officer of the
Company named in the Summary Compensation Table. Under the agreement, Dr. West
is employed through at least December 31, 1994 at a minimum base salary of
$150,000 per year. His employment may be terminated for cause at any time,
without monetary obligations following termination, but if it is terminated
without cause, Dr. West will be entitled to a severance amount equal to 150% of
his then current base salary. Dr. West agrees to refrain from disclosing any
information respecting RTK, to refrain from competing with RTK during the term
of his employment and for two years thereafter, and to refrain from hiring or
soliciting employees or clients of RTK for two years after his employment
terminates. If the Company sells a sufficient number of shares of RTK stock to
an unaffiliated party so as to give such party ownership of more than 50% of
RTK's voting stock and, thereafter, within six months, Dr. West resigns his
employment, RTK is obligated to pay Dr. West an amount equal to 150% of his then
current base salary (which at December 31, 1993 was $185,000).

OTHER ARRANGEMENTS. In 1991 the Company's Board of Directors approved a
Supplemental Retirement Agreement with Mr. Jacobs pursuant to which he will be
entitled to either a lump sum payment or actuarially equivalent periodic
payments upon or commencing, respectively, with his retirement at or after age
55 or his earlier death, disability or involuntary termination of employment.
The amount of the lump sum payment is to be determined by assuming (i) the
hypothetical deposit into a fund of $12,000 on January 1 of each year,
commencing with 1991 and ending on the date of his retirement, death, disability
or involuntary termination, and (ii) that amounts deposited earn interest at 9%
per annum. The amount payable to Mr. Jacobs under the agreement, assuming his
retirement at age 65, would be $443,700.

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REPORT OF THE BOARD OF DIRECTORS -- COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

Set forth below under the subheading "The Company -- Executive Compensation"
is the report of the Nominating and Compensation Committee of the Company's
Board of Directors on Executive Compensation. The only executive officers shown
in the Summary Compensation Table, commencing on page 12, to which this report's
discussion of compensation policies is applicable are the Company's Chief
Executive Officer and Messrs. Jacobs and Seward; the other executive officers
listed in the Summary Compensation Table are corporate officers of public
company subsidiaries of the Company and are not corporate officers of the
Company. The Nominating and Compensation Committee of the Company's Board of
Directors does not have responsibility for and in fact does not establish
compensation policy for officers of those subsidiaries; the Board of Directors
of each subsidiary has its own compensation committee, which establishes
compensation policies for the executive officers of that subsidiary.

Under the subheading below entitled "Subsidiaries -- Executive
Compensation," there is a discussion of the compensation policies established by
the Compensation Committee of LabONE, Inc.'s Board of Directors respecting Bert
H. Hood, its Chief Executive Officer, and Kenneth A. Stelzer, each being an
executive officer or former executive officer of the Company named in the
Summary Compensation Table, and the compensation policies established by the
Compensation Committee of Response Technologies, Inc.'s Board of Directors
respecting William H. West, M.D., its Chief Executive Officer and one of the
Company's executive officers named in the Summary Compensation Table.

The discussion of compensation policies respecting corporate officers of
subsidiaries of the Company is made over the names of the Company's entire Board
of Directors. It constitutes a summary of the reports of executive compensation
submitted to the Company's Board of Directors by the Compensation Committees of
those subsidiaries. The Company's Board of Directors has taken no action with
respect to these reports, nor has it participated in the preparation thereof.

THE COMPANY -- EXECUTIVE COMPENSATION

The Company's executive compensation program is administered by the
Nominating and Compensation Committee of the Board of Directors. The Committee
is composed of six Non-Employee Directors. Following review and approval by the
Nominating and Compensation Committee, all issues pertaining to executive
compensation are reported to the Board of Directors, and, except for awards
under the Company's stock based compensation plans, are reviewed by the Board of
Directors.

COMPENSATION POLICIES

GENERAL. Prior to mid-1990, the Company was principally engaged in the life
and health insurance business. The insurance industry is a highly regulated
business which had been characterized by very competitive pricing based upon
aggressive assumptions for mortality, morbidity and projected investment
returns, resulting in limited profit margins and unacceptable returns on
capital. After careful study, the Board of Directors and management concluded
that the sale of the insurance operations would be in the best interests of
shareholders.

Following the sale, the Company had a diverse group of assets consisting of
a significant amount of cash, a holdover portfolio of direct real estate
investments which could not be sold with the insurance company, interests in
several venture capital investments, and a majority ownership of LabONE, Inc.
("LabONE"), whose principal business is laboratory testing services for the
insurance industry. The Board of Directors determined that the appropriate
strategy for the newly structured holding company would be to increase
shareholder value by deploying its cash in developing businesses that provide
services to the insurance and healthcare industries while liquidating its real
estate portfolio and other assets that were not consistent with this strategic
focus.

As a result of this dramatic shift in the environment for the Company's
management from operating in the mature and regulated insurance industry to
investing in early stage businesses with

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high growth potential, and correspondingly higher business risks, the Nominating
and Compensation Committee believed that the former compensation structure no
longer fit the Company. Therefore, the Committee initiated the design of an
executive compensation system appropriate for a holding company, which would
reward behavior that reinforced the new direction of the Company. The Committee
found that management's primary influence on the Company's underlying value
would be through the strategic deployment of cash received from the sale of the
insurance operations and the liquidation of the real estate portfolio and
through its oversight and guidance of the operations of the Company's
subsidiaries. Consequently, traditional short-term yardsticks of Company
performance such as net earnings, would for several years not be as appropriate
in evaluating the performance of the Company because of the mix of early stage
investments and accounting rules for unconsolidated investments. The Committee
concluded that because the Company's financial and organizational structure
emphasized long-term objectives, it would be supported best by a compensation
structure which also emphasized long-term performance. The resulting
equity-based compensation program is tied to long-term increases in shareholder
value, as measured by the price of Company Common Stock, and not to annual
earnings or other short-term measures of performance. The annual cash incentive
program was discontinued in 1991; the current executive compensation structure
has only two elements -- base salary and a long-term, stock-based compensation
component.

BASE SALARY COMPENSATION. The Committee's policy is to establish base
salaries for each of the Company's executive officers at approximately the
median of salaries for comparable positions at non-manufacturing general
industrial and financial services companies. In 1993, executive officer salaries
were based upon a 1990 survey of such comparable positions conducted by
compensation consultants, adjusted for market changes since 1990 as reported to
the Company by such consultants.

No deliberate effort was made to include companies in the consultants'
surveys which are a part of either of the comparative indices used in the
Performance Graph (see page 28). The Company believes that it generally competes
for executive talent with companies similarly sized, from a market
capitalization and revenue standpoint, regardless of a company's industry or
line of business. Base salary for executive officers is not directly related to
Company performance; however, as discussed below, most of the remaining portions
of executive officers' compensation are wholly dependent upon increases in the
market price of Company Common Stock.

CASH INCENTIVE COMPENSATION. As noted above, the Company's annual cash
incentive plan was terminated in 1991. However, the Nominating and Compensation
Committee retains authority to recommend cash incentive payments to reward
special achievements. An example of such a reward is the bonus paid to Mr.
Seward for 1993 in recognition of the outstanding performance of a Company
investment portfolio which is Mr. Seward's responsibility.

LONG-TERM COMPENSATION PLAN. Development of the long-term compensation plan
evolved in two stages. First, grants of non-statutory stock options were made in
December 1990 to vest in thirds in 1991, 1992 and 1993. The Nominating and
Compensation Committee determined that most of these should be "premium" stock
options, or options whose exercise prices would be above the market price on the
date of grant, so that significant increases in the Company's stock price would
be required before the options had value. The market price of Company Common
Stock was $23.25 when these option grants were made and the option exercise
prices range up to $30.22. The number of options granted and the various
exercise prices were not determined on the basis of any formula; they reflected
the Committee's subjective judgment after considering the then current market
price of Company Common Stock, the Committee's judgment as to the period of time
required for implementation of the Company's new strategy, and the Committee's
estimation of stock price increases likely to occur over the ten-year life of
the options. The Committee took into consideration the number, exercise prices
and terms of existing options in determining the size of the grants made in
1990, as well as the various exercise price thresholds.

The second stage in developing the long-term compensation plan occurred in
1991 when the annual cash incentive plan was terminated and a program of
restricted stock awards was designed and

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implemented to reinforce the long-term emphasis of the earlier stock options.
The restricted stock awards granted in 1991 were in three tranches, with vesting
first conditioned on the market price of Company Common Stock attaining an
average over twenty consecutive trading days of $26.00, $30.00 and $35.00 per
share, respectively. These vesting thresholds represented market prices from 17%
to 58% above the market price of $22.125 on the date the restricted stock awards
were granted. Achieving the premium allows each tranche to become "performance
vested." Once performance vesting occurs, an additional "time vesting" period
begins; each restricted stock award tranche finally vests in thirds at the end
of the first, second and third years of the time vesting period.

The overall long-term compensation plan was intended to replace the former
annual cash bonus program over a five-year period. The Committee believed that
the period of time necessary for the Company's strategy to be reflected in
increased market values of Company Common Stock up to the performance vesting
thresholds of the restricted stock award grants plus the time vesting periods
would approximate five years. The number of shares of restricted stock awarded
to executive officers was determined by reference to the historical cash bonuses
paid by the Company; aggregate performance vesting threshold values for all
tranches of restricted stock were intended to relate to the amount of cash bonus
compensation which would otherwise be paid over the 5-year intended life of the
long-term compensation program, assuming historical cash bonus amounts were
projected into the future.

Requiring that the exercise prices of options and the vesting thresholds for
restricted stock be at premiums up to 58% over Company Common Stock prices at
the dates of grant, and also requiring time vesting, assures that only a
sustained increase in shareholder value will provide a reward to the executive
officers. At the time the plan was fully implemented, potential ownership by the
executive officers from the restricted stock awards and outstanding stock
options was 6.5% of the total shares of Company Common Stock outstanding. The
Nominating and Compensation Committee believes providing this level of stock
ownership incentive will strongly align shareholder and management interests.

The Summary Compensation Table and the Table of Aggregated Option Exercises
and Year-End Values, beginning on pages 12 and 16, respectively, reflect the
results of this redesigned compensation program for the Company's Chief
Executive Officer and the two other executive officers who are corporate
officers of the Company. As footnote 8 to the Summary Compensation Table
explains, SEC rules require that the full value of restricted stock be shown as
an "LTIP Payout" in the year that it performance vests, even though the
Company's executive officers do not become entitled to the restricted stock
until one to three years after performance vesting. Thus, the value of all
executive officers' restricted stock which performance vested in 1993, as a
result of the price of Company Common Stock reaching a twenty-day average of
$35.00 per share in October 1993, is shown as long term incentive plan
compensation for 1993.

CEO COMPENSATION

The compensation of the Company's CEO is determined in accordance with the
policies outlined above for all executive officers. In 1993, he received a base
salary targeted at the median of salaries paid for comparable positions at other
non-manufacturing general industrial and financial services companies. He is
also a participant in the Company's long-term, stock-based compensation plan.
Pursuant to such plan, the CEO has received long-term incentive plan payouts
valued at the market price of restricted stock on the date it became performance
vested. In 1993, 32,000 shares of restricted stock performance vested for the
CEO, as a result of the market price of Company Common Stock reaching a
twenty-day average of $35.00 per share in October. At the date of performance
vesting, the aggregate value of 32,000 shares was $1,168,000. As discussed above
under "Compensation Policies -- Long-Term Compensation Plan," generally, none of
the value shown in the Summary Compensation Table for a particular year as an
"LTIP Payout" was available to the CEO in that year. It becomes available to him
in equal installments over the three succeeding years, if employment with the
Company continues. The value of the portion of each performance vested award
which time vests in

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subsequent years could be different than the value shown, depending upon whether
the market price of Company Common Stock increases, declines or remains the
same. Measurements of Company performance are not a significant factor in
establishing the CEO's base salary; however, substantially all of the remainder
of the CEO's compensation is wholly dependent upon sustained increases in the
market price of Company Common Stock.

OTHER COMPENSATION PLANS

The Company has adopted certain employee benefit plans in which the
executive officers are permitted to participate on the same terms as all other
employees who meet applicable eligibility criteria, subject to any legal
limitations on the amounts that may be contributed or the benefits that may be
payable under the plans. Currently, the Company offers a 401(k) Savings Plan and
a Money Purchase Pension Plan, both of which are defined contribution plans.

The Company has entered into supplemental retirement agreements ("SERP")
with certain highly paid executive officers to provide tax deferred accruals of
amounts proportionate to the benefits available to non-highly compensated
participants in the Company's plans (as adjusted based upon compensation
levels), but which exceed benefits permitted under the Company's plans due to
tax law limitations. Amounts accrued for the benefit of the Company's CEO and
other executive officers under SERPs are shown in footnote 9 to the Summary
Compensation Table on page 14. The SERPs are unfunded, so that amounts payable
represent unsecured liabilities of the Company subject to the claims of the
Company's other creditors.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)

Section 162(m) of the Internal Revenue Code, which took effect January 1,
1994, generally disallows an income tax deduction to public companies for
compensation over $1 million annually paid to the Company's Chief Executive
Officer or to other executive officers named in the Summary Compensation Table.
Qualifying performance-based compensation will not be subject to the deduction
limit if certain requirements are met. The Company believes that all outstanding
stock options and restricted stock awards respecting Company Common Stock, as
well as the stock option plans pursuant to which such options and awards have
been granted, qualify for an exemption from the deduction limit. Based upon the
current levels of non-performance-based compensation for the Company's executive
officers, the deduction limit is not expected to have a material impact on the
Company in 1994. The Company currently intends to structure and administer
future performance-based compensation of its executive officers in a manner that
complies with the new tax rules.

SUBMITTED BY NOMINATING AND COMPENSATION COMMITTEE

David W. Kemper, Chairman
Lan C. Bentsen
John C. Gamble
Michael E. Herman
John H. Robinson, Jr.
Dennis R. Stephen

SUBSIDIARIES -- EXECUTIVE COMPENSATION

LABONE, INC.

Mr. Hood is Chief Executive Officer of LabONE, Inc. ("LabONE") and Mr.
Stelzer is president of the Home Office Reference Laboratory division of LabONE.
LabONE is 82% owned by the Company. The remaining 18% of LabONE's stock is
publicly held. Neither Mr. Hood nor Mr. Stelzer is a corporate officer or
employee of the Company. Their compensation is determined pursuant to LabONE's
executive compensation program which is administered by the Compensation
Committee of LabONE's Board of Directors. While the Company's Chief Executive
Officer is Chairman of this Committee and three other Company directors are
members, the Committee's membership also includes three individuals who are not
directors, officers or employees of the Company. LabONE's Compensation Committee
operates independently of the Company's Board of Directors. That Committee's
policies

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respecting LabONE executive officer compensation, as reported by LabONE's
Compensation Committee to the Company's Board of Directors, are set forth below.
Compensation decisions by LabONE's Compensation Committee are entirely unrelated
to the Company's performance, but they are, to the extent described below,
related to LabONE's performance.

The philosophy governing LabONE's executive compensation is based on a
belief that management and LabONE stockholders have a common goal -- increasing
the value of LabONE common stock. The business strategy for achieving this goal
is expressed in LabONE's mission statement:

"LabONE is dedicated to maximizing the return on investment for [LabONE]
stockholders ... to providing the lowest-cost, highest-quality
laboratory testing services for [its] clients ... to providing a working
environment that emphasizes accountability for results, and rewards
employees based on their contributions to LabONE'S success."

Three principal elements of LabONE's executive compensation -- base salary,
annual incentive plan, and stock options -- are used to motivate and reward the
accomplishment of annual corporate objectives, reinforce a strong orientation
toward operating excellence, provide variability in individual awards based on
contributions to business results, and maintain a competitive compensation
package to attract, retain and motivate individuals of the highest professional
quality.

Salary ranges were developed based on a survey initially conducted in 1986
by an independent consultant and updated in 1989. Base salaries are targeted at
the 60th to 65th percentile of pay for comparable positions in "All Industrial
Base Salaries" surveyed by the consultant. In determining base salary levels in
July 1993, LabONE's Compensation Committee considered individual performance
evaluations. Measurements related to LabONE's performance are not a significant
factor in base salary decisions since they are the sole factors in determining
incentive awards and the value of stock options.

LabONE's Annual Incentive Plan was revised in 1991 to meet the objectives of
motivating and rewarding the accomplishment of strong operating results. An
after-tax return on equity minimum is established at the beginning of the fiscal
year by the LabONE Compensation Committee, which minimum is then expressed as an
income from operations threshold and communicated to participants. This income
from operations threshold is calculated without including investment earnings or
taxes to emphasize the areas on which management can have the greatest impact:
revenues and expenses. The incentive pool is established as a percentage of net
operating income earned by LabONE over the threshold -- no incentive payments
are made if the threshold is not met. Ninety percent of the incentive pool
generated by reaching the target is distributed in cash ratably to designated
officers and managers at year end based on a weighting of positions and base
salaries. The remaining ten percent is distributed to outstanding performers
within the eligible group, at the discretion of LabONE's Board of Directors
based on the recommendations of LabONE's Compensation Committee. Payments for
1993 recognized the special efforts of designated officers in contributing to
LabONE's new business plan for expansion into the clinical laboratory testing
market. LabONE's earnings from operations decreased 18% from 1992 to 1993,
resulting in a decrease in incentive compensation to LabONE executive officers
of 45.5% from 1992 levels.

The LabONE Compensation Committee, as well as LabONE's Board of Directors,
believes that significant stock ownership, through stock options, by key
employees and directors is a major incentive in aligning the interests of
employees and stockholders, because value is only provided if the stock price
increases and because stock options have an effective long-term reward and
retention function.

LabONE stockholders approved a Long-Term Incentive Plan in 1987 and
increases in the number of shares which may be issued under that plan were
approved by stockholders in 1991 and in 1994. Under this plan, ten year
non-qualified stock options are granted to executive officers and other key
employees when they are hired or promoted into eligible positions. These grants
are made on a one-time basis with vesting to occur over periods from three
months to five years.

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Mr. Hood's compensation as Chief Executive Officer of LabONE was determined
by negotiation of an employment agreement at the time of his initial employment
with LabONE in August 1993. Mr. Stelzer's compensation is subject to an
employment agreement also negotiated at the time of Mr. Hood's employment, and
subsequently amended in November 1993. See "Employment Agreements; Termination
of Employment and Change-of-Control Compensation Arrangements -- Subsidiaries --
Employment Agreements; Change-of-Control" for a description of the employment
agreements. A significant portion of Mr. Hood's compensation under his
employment agreement is represented by LabONE stock options which tie his level
of compensation to LabONE's future stock performance, as Mr. Hood's expertise
was procured in order to lead LabONE's expansion efforts into clinical
diagnostic testing.

Mr. Hood's employment agreement provided for a 1993 incentive bonus to be
established by LabONE's Compensation Committee after consultation with Mr. Hood.
LabONE's Compensation Committee awarded Mr. Hood a discretionary bonus payment
of $100,000 for 1993 in recognition of his contributions in designing and
leading LabONE's efforts to implement its new diversification strategies.

Mr. Stelzer's 1993 bonus amount was determined in accordance with the
provisions of LabONE's Annual Incentive Plan discussed above.

RESPONSE TECHNOLOGIES, INC.

Dr. West is Chief Executive Officer of Response Technologies, Inc. ("RTK"),
which is 59% owned by the Company. Dr. West owns approximately 8% of RTK's
outstanding common stock and the remaining 33% is publicly held. Dr. West is not
a corporate officer or employee of the Company. His compensation is determined
pursuant to RTK's executive compensation program which is administered by the
Compensation Committee of RTK's Board of Directors. While two Company directors
serve on RTK's Compensation Committee, it operates independently of the
Company's Board of Directors. Policies respecting RTK executive officer
compensation as reported to the Company's Board of Directors by RTK's
Compensation Committee, are set forth below. Compensation decisions by RTK's
Compensation Committee are entirely unrelated to the Company's performance, but
they are, to the extent described below, related to RTK's performance.

The business operations of RTK were significantly restructured during 1989
and 1990, resulting in a redirection to provide clinical support services for
oncologists through a network of IMPACT-R- Centers. Under the direction of a
reorganized Board of Directors, management personnel were identified to develop
the IMPACT-R- Center system. RTK's financial performance has progressively
improved from a net loss of $16,360,000 for fiscal year 1989 to net earnings of
$590,000 and $700,000 for the years ended December 31, 1992 and 1993,
respectively.

In order to attract and retain the highly qualified medical, financial and
operations executives needed to effect RTK's new business plan during a period
when RTK's cash resources were dedicated to the growth of the IMPACT-R- Centers,
the compensation program has emphasized an equity-based approach involving
significant grants of stock options to its key executives.

RTK's performance, measured by such factors as revenue growth and IMPACT-R-
Center development, is taken into consideration in determining base salaries for
RTK's executive officers. RTK's Compensation Committee has not attempted to
determine a range of compensation that would be competitive with a reference
group of similar positions or similar organizations because of the emphasis on
equity compensation. Dr. West is a participant in the Executive Incentive Plan,
and Stock Option Program described below. The bonus paid to Dr. West in 1992 was
a one-time discretionary bonus award based upon the general progress in RTK's
performance over several years and was not based on any specific criteria.

In mid-1992, RTK's Compensation Committee decided to develop an annual
incentive plan for RTK's senior management and executive group, including Dr.
West, which permits participants to share in improvements in RTK's earnings.
Under this plan, which became effective January 1, 1993,

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each participant has a target bonus ranging from 10% to 25% of salary and a
maximum bonus ranging from 50% to 100% of salary. If RTK's earnings before
interest and taxes ("EBIT") meet a target approved by RTK's Compensation
Committee for the year, the target bonus will be paid. If the target is
exceeded, then 8% of EBIT above that level is added to the pool until each
participant's maximum bonus is achieved. RTK's Compensation Committee may also
set an EBIT level below the target at which a prorated portion of the target
bonus can be paid. Since there is a very direct relationship between RTK's
performance and the rewards available in this plan, RTK's Compensation Committee
believes it will encourage behavior that is aligned with shareholder interests.
Because RTK's 1993 target EBIT was not met, no bonus payments were made for
1993.

RTK's Compensation Committee considers the use of stock options to be the
foundation of RTK's executive compensation program by providing significant
financial incentives in return for the risks assumed by those who have
participated in the redirection of RTK's business. By RTK's extensive use of
stock options for compensation purposes, RTK is able to achieve one of its
compensation objectives of having a significant part of the compensation of Dr.
West and the other RTK executive officers dependent upon sustained increases in
the market price of RTK common stock.

During the development of RTK's IMPACT-R- Center network, RTK's Compensation
Committee believes the most important measures of performances in determining
executive compensation are internal measures: increases in revenues and
earnings, numbers of Centers opened, numbers of patients treated, and
development of staff and systems to support RTK's business. The bonus plan is
designed to reward achieving these shorter term operational goals. RTK's
Compensation Committee believes that over the long term, RTK's stock option plan
serves to align the interests of RTK management and its shareholders by tying
the eventual value of the options to the market price of RTK's stock.
------------------------

While the foregoing discussion of the compensation policies of LabONE and
RTK is made over the names of the Directors of Seafield Capital Corporation, in
compliance with SEC rules, it has not been prepared by the Company's Board of
Directors; as indicated above, the discussions of LabONE and RTK compensation
policies are summaries of reports submitted to the Company's Board of Directors
by LabONE's and RTK's Compensation Committees.

SUBMITTED BY THE
SEAFIELD CAPITAL CORPORATION
BOARD OF DIRECTORS

W. T. Grant II, Chairman
Lan C. Bentsen
John C. Gamble
W. D. Grant
Michael E. Herman
P. Anthony Jacobs
David W. Kemper
John H. Robinson, Jr.
James R. Seward
Dennis R. Stephen

27
<PAGE>
PERFORMANCE GRAPH

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
SEAFIELD CAPITAL CORPORATION, THE
NASDAQ COMPOSITE INDEX AND THE RUSSELL 2000 INDEX. (1)

The graph below assumes $100 was invested 12/31/88 and dividends were
reinvested.

NOTE: The stock price performance shown on the graph below is not
necessarily indicative of future price performance.

[GRAPHIC]
<TABLE>
<CAPTION>
YEAR END DATA 1988 1989 1990 1991 1992 1993
- ----------------------------------------------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Seafield Capital Corporation $ 100 $ 126.76 $ 101.09 $ 102.13 $ 131.02 $ 165.68
NASDAQ Composite Index 100 121.24 102.96 165.21 192.10 219.21
Russell 2000 Index (1) 100 116.24 96.74 142.79 161.20 180.10
<FN>
- ------------------------
(1) The Russell 2000 Index is an index of companies the mean of whose market
capitalizations approximates that of the Company. It has been selected
because the diverse nature of the Company's businesses causes the Company
to believe that it cannot reasonably identify a peer group of companies for
comparison and the Company does not use a published industry or line-of-
business index. The Company believes that an index of companies with
similar market capitalizations provides a good basis for comparing total
shareholder returns.
</TABLE>

28
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Nominating and Compensation Committee ("Compensation
Committee") comprises Lan C. Bentsen, John C. Gamble, Michael E. Herman, David
W. Kemper, John H. Robinson, Jr. and Dennis R. Stephen. Until the expiration of
his term as a director in May 1993, George G. Joseph also served as a member of
the Compensation Committee. None of the persons who served as members of the
Compensation Committee during 1993 (a) are employees or officers of the Company
or any of its subsidiaries, (b) are former officers of the Company or any of its
subsidiaries, or (c) had any relationship or transaction with the Company
requiring disclosure under the SEC's rules, except as discussed below.

The Company and certain of its subsidiaries conduct normal banking
transactions in the usual course of business with, among others, Commerce Bank
of Kansas City, N.A. ("Commerce") and Boatmen's First National Bank of Kansas
City ("Boatman's"). Mr. Kemper is Chief Executive Officer of Commerce's holding
company. Mr. Herman is a director of Boatmen's and Mr. Robinson is a director of
Commerce. In the Company's opinion, charges for services rendered by these
banking institutions are commensurate with the costs charged by other financial
institutions for similar services. The Company and its subsidiaries may continue
to use both of these banking institutions for certain services in 1994.

Mr. W. T. Grant II, Chairman of the Board and Chief Executive Officer of the
Company, serves as a director of Commerce Bancshares, Inc., a company whose
chief executive officer, David W. Kemper, serves as Chairman of the Company's
Nominating and Compensation Committee.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The firm of KPMG Peat Marwick has been the independent auditors of the
Company since 1959. The Board of Directors has again appointed KPMG Peat Marwick
to serve as the Company's independent auditors for the year ending December 31,
1994. While not required to do so, the Board of Directors is submitting the
selection of the independent auditors for ratification in order to ascertain the
views of the shareholders. If the selection is not ratified, the Board of
Directors will reconsider its selection. Ratification of the selection requires
the affirmative vote of the holders of a majority of the shares of Company
Common Stock represented in person or by proxy at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION OF
THIS APPOINTMENT.

A representative of KPMG Peat Marwick will be present at the Annual Meeting
to make a statement if he desires to do so and to respond to appropriate
questions.

Prior to April 16, 1993 Response Technologies, Inc. ("RTK"), a 59% owned
subsidiary of the Company, had retained Ernst & Young ("E&Y") as its independent
auditors. On that date RTK decided to change auditing firms and retained KPMG
Peat Marwick ("Peat") as its independent auditors. For years prior to its
appointment as RTK's independent auditors, Peat, in issuing its report on the
financial statements of the Company, had expressed reliance on E&Y's audit
report for RTK.

RTK's decision to change auditing firms was made because Peat is and since
1959 has been the Company's independent auditors and, in view of the Company's
59% ownership of RTK common stock, the auditing process at both RTK and the
Company would be simplified if the same auditing firm were to audit both
companies. E&Y had served as RTK's independent auditors since 1984; RTK believes
that it always had an excellent relationship with E&Y. The decision to change
auditing firms was approved by RTK's Board of Directors and Audit Committee and
the Company's Audit Committee.

The Company has been informed by RTK that none of E&Y's reports on RTK's
financial statements for the periods ended on or after December 31, 1991
contained any adverse opinion or any disclaimer of opinion nor were any of E&Y's
reports for such periods qualified or modified as to uncertainty, scope or
accounting principles. The Company is further informed by RTK that during

29
<PAGE>
1992 and 1993, there were no disagreements between E&Y and either RTK or the
Company on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of E&Y, would have caused E&Y to make a
reference to the subject matter of the disagreements in connection with its
reports.

The Company is informed by RTK that no "reportable event" (as defined in
Item 304(a)(1)(v) of Regulation S-K of the SEC) respecting RTK and E&Y occurred
during 1992 and 1993. Further, the Company is informed by RTK that it did not
consult with Peat, and the Company did not consult with Peat, prior to Peat's
appointment as RTK's independent auditors, regarding either the application of
accounting principles to a specified RTK transaction or the type of audit
opinion that might be rendered on RTK's financial statements.

RTK has provided E&Y with a disclosure substantially the same as the
disclosure herein made respecting RTK's change of independent auditing firms.
E&Y informed RTK that it was in agreement with the disclosure.

SHAREHOLDER PROPOSALS

Shareholder proposals intended for inclusion in the proxy materials of the
Company for the 1995 Annual Meeting must be received by the Company at its
executive offices on or before December 12, 1994, in order to be eligible for
inclusion therein.

OTHER BUSINESS

As of the date of this Proxy Statement, the Board of Directors is not aware
of any matters to be presented for action at the Annual Meeting other than those
described herein. If any other matters should come before the meeting, it is the
intention of each of the persons named on the enclosed form of proxy to vote all
duly executed proxies in accordance with their best judgment on such matters.

By Order of the Board of Directors

Steven K. Fitzwater,
SECRETARY

Kansas City, Missouri
April 8, 1994

30
<PAGE>

SEAFIELD CAPITAL CORPORATION

PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints William D. Grant and
W. T. Grant II, and each of them, jointly and severally, as proxies, with full
power of substitution and revocation, for and in the name and place of the
undersigned, to vote all of the shares of $1.00 par value common stock of
Seafield Capital Corporation, a Missouri corporation (the "Company"), which the
undersigned is entitled to vote at the Annual Meeting of shareholders of the
Company to be held at the Kansas City Marriott Allis Plaza-Count Basie Ballroom,
200 West 12th Street, Kansas City, Missouri on Wednesday, May 11, 1994, at 10:00
a.m. local time, and at any adjournment or adjournments thereof, as fully and
with the same effect as the undersigned might or could do if personally present,
as indicated on the reverse side of this card.

(TO BE SIGNED ON REVERSE SIDE)

[SEE REVERSE SIDE]

<PAGE>

/X/ Please mark your
votes as in this
example.

FOR WITHHELD Nominees: W.T. Grant II
1. Election of / / / / P. Anthony Jacobs
directors David W. Kemper
Dennis R. Stephen
For, except vote withheld from the following nominee(s)
Each for a 3-year term.
(Cumulative voting applies - See Proxy Statement)

FOR AGAINST ABSTAIN
2. Approval of Independent / / / / / /
Auditors

3. In their discretion upon all other / / / / / /
matters

________________________________________

The Board of Directors recommends a vote FOR each of the nominees for
election as directors and FOR each of the proposals. If you sign and return this
proxy it will be voted in the manner directed herein. IF YOU DO NOT DESIGNATE
HOW YOUR SHARES ARE TO BE VOTED THE PROXY WILL BE VOTED FOR EACH NOMINEE AND
EACH PROPOSAL.

If you do not mark any boxes in items (1) through (3), you will be deemed
to have granted authority to the named proxies to vote for the election of the
four nominated directors, to vote for the proposal in item 2 and to vote in
their discretion on all other matters which may properly come before the
meeting.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

SIGNATURES___________________________________________________DATE_______________
Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.