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: December 24, 1996
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 December 24, 1996, the Registrant announced that it is filing a
registration statement with the Securities and Exchange Commission with
respect to shares of SLH Corporation common stock, $.01 par value per
share. SLH Corporation is a newly formed subsidiary that will acquire
from the Registrant all of the Registrant's real estate and energy
businesses and miscellaneous assets and certain liabilities. The book
value of SLH's assets and liabilities as of September 30, 1996, on a
pro forma distribution basis, is approximately $47 million. Subject to
the aforementioned registration statement being declared effective, the
Registrant intends to distribute to its shareholders, as a dividend,
all shares of SLH on the basis of one share of SLH for each four shares
of Seafield common stock owned. It is anticipated that the
distribution will occur in late February 1997.
The distribution is a part of a restructuring strategy to improve
shareholder values by separating SLH's assets and liabilities from the
Registrant's other core businesses. Subsequent to the proposed
distribution, the Registrant will essentially consist of two publicly-
traded operating companies, LabOne (LABS), 82% owned by the Registrant,
and Response Oncology (ROIX), 56% owned by the Registrant.
The registration statement relating to the securities described above
was filed with the Securities and Exchange Commission on December 24,
1996, but has not become effective. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. The foregoing announcement shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
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: January 6, 1997 By: /s/ Steven K. Fitzwater
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Steven K. Fitzwater
Vice President, Chief Accounting
Officer and Secretary
