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: September 17, 1997
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)
5000 W. 95th Street, Suite 260
P. O. Box 7568
Shawnee Mission, KS 66207
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(Address of principal executive offices) (Zip code)
(913) 652-1000
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(Registrant's telephone number, including area code)
2600 Grand Blvd., Suite 500 P.O. Box 410949 Kansas City, MO 64141
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(Registrant's former address)
Item 5. Other Events.
On September 17, 1997, the Registrant issued the following news release:
"Seafield Capital Corporation (Seafield) announced today the filing of a
Proxy Statement for a special shareholder's meeting on October 15, 1997
to vote on changing Seafield's name to Lab Holdings, Inc.
Seafield believes that the name should be changed to better identify the
company with its primary asset, an 82% ownership of LabOne, Inc.
(LabOne), reflecting the company's recently narrowed focus on the
clinical and insurance laboratory testing businesses of LabOne.
In keeping with the recent reduction in the company's assets and the
narrowed focus of its holdings, the Board of Directors has been reduced
to four (4) members. After this change, there will be no directors
serving on both the Seafield and LabOne Boards of Directors. The
Seafield Board will consist of Messrs. Lan C. Bentsen, Steven K.
Fitzwater, P. Anthony Jacobs and John H. Robinson, Jr. Messrs. W.
Thomas Grant, II, W. D. Grant and James R. Seward will remain on the
LabOne Board of Directors.
In addition, while the company has a President (P. Anthony Jacobs) and
Secretary (Steven K. Fitzwater), the company now has no salaried
employees. All administrative functions of the company formerly
performed by company personnel will be provided on a contract basis.
Seafield is appreciative to the former directors for their valuable
contributions to the company. Based on the September 17, 1997 closing
prices, total shareholder value, consisting of Seafield stock and the
shares of SLH Corporation and Response Oncology, Inc. recently
distributed to shareholders, is approximately $76 per Seafield share (up
from $38.75 at December 31, 1996)."
Those directors resigning their positions to allow for a smaller board in
connection with the recent reduction of the company's assets and narrowed
focus of its holdings were: John C. Gamble, W. D. Grant, W. T. Grant II,
Michael E. Herman, David W. Kemper, James R. Seward and Dennis R. Stephen.
These resignations were effective September 17, 1997. In addition,
Steven K. Fitzwater, the company's Vice President, Chief Financial and
Accounting Officer and Secretary, has been appointed to the Board of Directors.
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: September 18, 1997 By: /s/ Steven K. Fitzwater
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Steven K. Fitzwater
Vice President, Chief Financial
Officer and Secretary