SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: February 13, 1995
Seafield Capital Corporation
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(Exact name of registrant as specified in its charter)
Missouri 0-16946 43-1039532
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(State of other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
2600 Grand Ave. Suite 500
P. O. Box 410949
Kansas City, MO 64141
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(Address of principal executive offices) (Zip code)
(816) 842-7000
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(Registrant's telephone number, including area code)
Item 5. Other Events
On February 10, 1995, Seafield Capital Corporation (Seafield) issued a news
release. The text of the news release is as follows:
Seafield Capital Corporation (Seafield) announced today that it has retained
Alex. Brown and Sons Incorporated as financial advisor to assist the Company in
considering strategic alternatives to maximize shareholder value. Seafield is
a holding company that owns 82% of LabOne, Inc. (NASDAQ -"LABS") and 59% of
Response Technologies, Inc. (ASE -"RTK") as well as a number of other
investments and cash equivalents. LabOne, Inc. is the nation's leading
insurance laboratory testing company and Response Technologies, Inc. is a
prominent cancer treatment company with over 30 treatment centers.
One alternative that the Company expects to pursue is a cash-option merger of
Seafield into LabOne. In this regard, the Company has made an initial
presentation to LabOne's Board of Directors. In such a merger, Seafield
shareholders may have the option of receiving cash as well as shares of LabOne.
Such a merger would likely be preceded by Seafield's distribution to
shareholders, or other disposition by Seafield, of its Response stock and other
assets. If a definitive agreement with LabOne is reached, it is anticipated
that such a merger would not occur until the early part of 1996 because of the
time required to complete anticipated asset sales as well as shareholder and
other approvals.
Seafield's Board also will consider other business combination proposals that
are presented to it. Seafield cautioned that there can be no assurances that
either a merger with LabOne or any other business combination will occur.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized officer.
Seafield Capital Corporation
Date: February 13, 1995 By: /s/ Steven K. Fitzwater
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Steven K. Fitzwater
Vice President, Chief Accounting
Officer and Secretary
