SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/x/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Seafield Capital Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials
/ / 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
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY, SUBJECT TO COMPLETION OR AMENDMENT
SEAFIELD CAPITAL CORPORATION
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
___________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on October 15, 1997
___________
A Special Meeting of Shareholders of Seafield Capital
Corporation (the "Company") will be held on Wednesday, October 15,
1997, at 10:00 a.m., local time at the offices of LabOne, Inc.,
located at 10310 W. 84th Terrace, Lenexa, Kansas for the following
purposes:
1. To consider and vote upon a proposal to approve an amendment
to the Company's Articles of Incorporation changing its name from
Seafield Capital Corporation to Lab Holdings, Inc.;
2. 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 September
5, 1997 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
Special 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,
P. ANTHONY JACOBS
President
STEVEN K. FITZWATER
Secretary
September __, 1997
PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION OR AMENDMENT
SEAFIELD CAPITAL CORPORATION
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
___________
PROXY STATEMENT
___________
Special Meeting of Shareholders
to be held on October 15, 1997
___________
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 a Special Meeting of
Shareholders of the Company to be held on Wednesday, October 15,
1997, and any adjournments thereof. The address of the principal
executive offices of the Company is 5000 West 95th Street, Suite
260, Post Office Box 7568, Shawnee Mission, Kansas 66207. The
telephone number at that address is (913) 652-1000. The
distribution to shareholders of this Proxy Statement, together
with the accompanying proxy materials, will commence on or about
September ___, 1997.
At the Special Meeting, shareholders will be asked to
approve an amendment to the Company's Articles of Incorporation
changing its name from Seafield Capital Corporation to Lab
Holdings, Inc., as set forth in the Proxy Statement.
VOTING AND PROXIES
The Board of Directors of the Company has established
September 5, 1997 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 Special
Meeting, and any adjournments thereof. At the close of business
on the record date, the Company had outstanding 6,489,103 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. 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 Special Meeting shall constitute a quorum for the
transaction of business at the meeting. Shares represented by a
proxy which directs that the shares abstain from voting or that a
vote be withheld on a matter shall be deemed to be represented at
the Special Meeting for quorum purposes.
The affirmative vote of the holders of a majority of the
issued and outstanding shares of Common Stock is required to
approve the proposed amendment to the Company's Articles of
Incorporation changing its name to Lab Holdings, Inc. For
purposes of such approval, shares represented by a proxy which
directs that the shares abstain from voting and broker non-votes
shall be deemed voted AGAINST such approval. Broker non-votes
will not be counted as either FOR or AGAINST any other matter
that may properly come before the Special Meeting.
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 which the
shares should be voted on any matter or matters, the proxy will
be voted 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 Special 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.
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
Introduction
The Board of Directors believes that the Company's name
should be changed to better identify the Company with its primary
asset, an 82% ownership of LabOne, Inc. To reflect the Company's
recently narrowed focus on the clinical and insurance laboratory
testing businesses of LabOne, Inc., the Board of Directors
proposes that the Company's name be changed to Lab Holdings, Inc.
History
Following the sale of the Company's insurance operations in
1990, its name was changed to Seafield Capital Corporation. At
that time, the Company was a diversified holding company whose
assets consisted not only of a majority ownership of LabOne, Inc.
(then named Home Office Reference Laboratory, Inc.), but also a
substantial ownership position in Response Oncology, Inc. (then
named Response Technology, Inc.), and several investments in
health care and insurance services businesses, as well as real
estate and energy ventures.
Since early 1995, the Company has sold several of its non-
core businesses. In early 1997, the Company distributed to its
shareholders all of the stock of SLH Corporation ("SLH"), a
former wholly-owned subsidiary to which the Company had
contributed assets constituting the Company's real estate and
energy businesses as well as certain other miscellaneous assets.
SLH stock is a National Market System security, traded on the
NASDAQ Stock Market under the symbol "SLHO". In July 1997, the
Company distributed to its shareholders those shares of Response
Oncology, Inc. ("Response") formerly owned by the Company
(consisting of approximately two-thirds of all Response shares
outstanding). Response stock is a National Market System
security, traded on the NASDAQ Stock Market under the symbol
"ROIX".
As a result of all of the transactions described above, the
Company's holdings now include only a small amount of cash and
marketable securities (approximately $ 4.7 million) and
10,712,200 shares of LabOne, Inc. (constituting approximately 82%
of all LabOne, Inc. shares outstanding).
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, whose names are shown in
the table which follows under the heading "Security Ownership of
Management". In addition, while the Company has a President and
Secretary (both of whom are also Directors), 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 at an annual cost to the Company of $75,000.
All matters referred to under this caption "History" are for
informational purposes only. No shareholder consent approval or
other action is sought with respect thereto.
Proposal
The Board of Directors is recommending to shareholders that
Article I of the Company's Articles of Incorporation be amended
so that as amended, said Article I will read in its entirety as
follows:
"The name of this corporation is Lab Holdings, Inc."
If this amendment is approved, upon filing of Articles of
Amendment with the Secretary of State of the State of Missouri,
the name of the Company will be changed from Seafield Capital
Corporation to Lab Holdings, Inc.
The approval of the holders of a majority of the issued and
outstanding shares of common stock on the record date for the
Special Meeting is required to approve the foregoing amendment to
the Company's Articles of Incorporation.
The Board of Directors recommends that shareholders vote FOR
this amendment.
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 subsidiary, LabOne, Inc. ("LabOne"), known to the
Company to be beneficially owned as of August 31, 1997, by each
director of the Company, each of the executive officers of the
Company and by all directors and executive officers of the
Company as a group.
Name Shares of Company Common Percentage of Shares of Common
Stock Beneficially Owned Class(6) Stock of LabOne
(1)(5) Beneficially Owned
(1) (7) (8)
Lan C. Bentsen,
a Director 8,326 (2) -- --
Steven K. Fitzwater,
Vice President,
Secretary and a
Director 3,145 -- 5
W. T. Grant II, Chief
Executive Officer of
LabOne, Inc. 146,876 (3) 2.3% 29,231
P. Anthony Jacobs,
President and a
Director 18,987 -- 23,500
John H. Robinson, Jr,
a Director 10,116 -- --
All directors and
executive officers as
a group (5 persons) 186,260 (4) 2.9% 52,731
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(1) A beneficial owner of a security includes a person who,
directly or indirectly, has or shares voting or investment power
with respect to such security. Voting power is the power to vote
or direct the voting of the security and investment power 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) Includes 1,432 shares held by a family trust for the benefit
of Mr. Bentsen's children, as to which he disclaims beneficial
ownership. Mr. Bentsen is trustee with sole voting and investment
powers.
(3) Includes 31,259 shares held by W. T. Grant II as custodian
for his children; includes 45,000 shares held in a family trust
for which W. T. Grant II serves as a co-trustee and in that
capacity shares voting and investment powers; also includes
11,870 shares owned by the wife of W. T. Grant II, as to which he
disclaims beneficial ownership.
(4) Includes an aggregate of 1,213 shares held under the
Seafield Capital Corporation 401(k) Plan and Trust (based upon
the Plan statement as of June 30, 1997) 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 an executive
officer of the Company, if requested by said Committee.
(5) Includes as to W. T. Grant II 1,190 shares held in his
account under the Seafield Capital Corporation 401(k) Plan and
Trust as of June 30, 1997 (based on a plan statement of that
date), as to which he shares investment power but does not have
voting power; in the case of Mr. Fitzwater all 1,213 shares held
in the 401(k) Plan are included because he shares voting power as
a member of the 401(k) Plan Administrative Committee.
(6) 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 August 31,
1997 (6,489,103 shares). Percentages of less than one percent
are omitted.
(7) 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
August 31, 1997 or that become exercisable within 60 days
thereafter, as follows: W. T. Grant II, 27,431 shares; P. Anthony
Jacobs, 22,000 shares; and all directors and executive officers
as a group, 49,431 shares
(8) Percentages of shares beneficially owned are less than 1%
for all directors and executive officers individually and as a
group; the shares shown as beneficially owned do not include
10,712,200 shares of LabOne owned by the Company as to which each
director of the Company has shared voting and investment power as
a member of the Company's Board of Directors. Each Board member
disclaims beneficial ownership of the LabOne shares owned by
Seafield.
Security Ownership of Certain Beneficial Owners
The following table indicates the shares of Company Common
Stock beneficially owned by the only persons known to the Company
or its management as beneficially owning more than five percent
of the Company's Common Stock as of August 31, 1997.
Name and Address of Amount and Nature Percent of
Beneficial Owner of Beneficial Ownership Class (1)
American Century Companies,Inc. Total 426,300 (2) 6.6%
4500 Main Street sole voting power 426,300
P. O. Box 418210 shared voting power -0-
Kansas City, Missouri sole disposition power 426,300
64141-9210 shared disposition power -0-
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(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 August 31, 1997.
(2) As reported in a Schedule 13G filing as of December 31, 1996.
SHAREHOLDER PROPOSALS
Shareholder proposals intended for inclusion in the proxy
materials of the Company for the 1998 Annual Meeting must be
received by the Company at its executive offices on or before
December 20, 1997, 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 Special Meeting other than those described herein. The
Company's Bylaws restrict the business conducted at a special
meeting of shareholders to the purposes stated in the Notice of
such meeting, unless the transaction of other business is
consented to by the holders of all of the outstanding shares of
stock of the corporation entitled to vote thereat. If any other
matters should properly come before the Special 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
Shawnee Mission, Kansas
September ___, 1997
SEAFIELD CAPITAL CORPORATION
Proxy Solicited by the Board of Directors
The undersigned hereby constitutes and appoints P. Anthony
Jacobs and Steven K. Fitzwater, and each of them, jointly and
severally, as proxies, with fully 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 a Special Meeting of shareholders
of the Company to be held at the offices of LabOne, Inc., 10310 W.
84th Terrace, Lenexa, Kansas, on Wednesday, October, 15, 1997, 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]
___ Please mark your
/ x / votes as in this
/___/ example.
FOR AGAINST ABSTAIN
1. Approval of a proposal to amend the / / / / / /
Company's Articles of Incorporation
changing its name to Lab Holdings, Inc.
(proposal made by the Company)
2. In their discretion upon all other matters / / / / / /
The Board of Directors recommends a vote FOR each
of the proposals described above. 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 PROPOSAL.
If you do not mark any boxes in Items (1) and (2),
you will be deemed to have granted authority to
the named proxies to vote for the proposal in Item
1 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.
SIGNATURE(S)________________________________________________________
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.
