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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
SLH CORPORATION
(Name of Issuer)
Common Stock $.01 Par Value
(Title of Class of Securities)
783988 10 8
(CUSIP Number)
Lathrop M. Gates, 2345 Grand Blvd., Suite 2800,
Kansas City, MO 64108, (816) 292-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
03/03/97
(Date of Event which Requires Filing of this Statement)
If the reporting person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b) (3) or (4), check the following box.
______
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 12 pages)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Page 2 of 12
CUSIP Number 783988 10 8
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William D. Grant
###-##-####
(2) Check the Appropriate Box (a) ______
if a Member of a Group* (b) ______
(3) SEC Use Only
(4) Source of funds*
PF1
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
United States
Number of Shares (7) Sole Voting Power
beneficially Owned 208,349
by Each Reporting
Person With (8) Shared Voting Power
67,552
(9) Sole Dispositive Power
208,349
(10) Shared Dispositive Power
67,552
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
275,901
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1 No funds were expended. The shares beneficially owned were either
distributed as a dividend by Seafield Capital Corporation or represent presently
exercisable stock options.
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Page 3 of 12
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by Amount in Row (11)
17%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
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Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, par value $.01 per
share, of SLH Corporation, a Kansas corporation ("SLH"), whose principal
executive offices are located at 2600 Grand Boulevard, Suite 500, Kansas City,
Missouri 64108.
Item 2. Identity and Background.
This report is filed by William D. Grant, an individual, citizen of the
United States whose business address is 2600 Grand Boulevard, Suite 500, Kansas
City, Missouri 64108. Mr. Grant is a consultant to Seafield Capital Corporation,
whose address is also 2600 Grand Boulevard, Suite 500, Kansas City, Missouri
64108. Seafield Capital Corporation's principal business is the ownership of
eighty-two percent (82%) of the outstanding stock of LabOne, Inc., a Delaware
corporation, whose offices are located at 10310 West 84th Terrace, Lenexa,
Kansas 66214 and a sixty-seven percent (67%) ownership interest in Response
Oncology, Inc., a Tennessee corporation, whose principal officers are located at
1775 Moriah Woods Boulevard, Memphis, Tennessee 38117.
During the past five years, William D. Grant has not been (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On March 3, 1997 Seafield Capital Corporation, a Missouri corporation
("Seafield") distributed (the "Distribution") to its shareholders of record on
February 24, 1997, one share of SLH Common Stock for each four shares of
Seafield held. No consideration was paid for any SLH shares distributed. All
shares of SLH Common Stock shown as beneficially owned by the reporting person
were acquired in the Distribution, except for 4,050 shares which are subject to
issuance pursuant to presently exercisable stock options held by the reporting
person; he paid no consideration for such options.
Item 4. Purpose of the Transaction.
The reasons for Seafield's distribution to its shareholders of shares
of SLH Common Stock are set forth in Seafield's letter to its shareholders dated
February 13, 1997 (the "Seafield Letter") and in the section of SLH's
Information Statement, dated February 13, 1997, designated "The
Distribution-Background and Reasons for the Distribution" (the "Background and
Reasons Section"). Copies of the Seafield Letter and the Background and Reasons
Section are attached to this Schedule 13 D as Exhibits 99.1 and 99.2.
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William D. Grant has no plans or proposals, other than those discussed
in SLH's Information Statement, dated February 13, 1997, filed as part of
Pre-Effective Amendment No. 2 to SLH's Registration Statement on Form 10 (File
No. 0-21911), which relate to or would result in (i) the acquisition by any
person of additional securities of SLH, or the disposition of securities of SLH;
(ii) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving SLH or any of its subsidiaries; (iii) a sale or transfer
of a material amount of assets of SLH or any of its subsidiaries; (iv) any
change in the present board of directors or management of SLH; (v) any material
change in the present capitalization or dividend policy of SLH; (vi) any other
material change or instruments corresponding thereto or other actions in SLH's
business or corporate structure; (vii) any change in SLH's charter or bylaws or
instruments corresponding thereto which may impede the acquisition of control of
SLH by any person; (viii) causing a class of SLH's securities to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (ix) a class of equity securities of SLH being eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or (x) any act similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a), (b) and (c)
William D. Grant beneficially owns 275,902 shares of SLH Common Stock.
Mr. Grant has sole power to vote and dispose of 208,350 of such shares and
shares voting and dispositive powers as to 67,552 of such shares. Of the shares
beneficially owned and as to which Mr. Grant has sole voting and dispositive
powers, 4,050 of such shares are ones which he has a right to acquire pursuant
to stock options which are presently exercisable. The number of shares
beneficially owned by William D. Grant constitutes approximately 17% of SLH's
outstanding Common Stock. This percentage does not reflect shares subject to
issue upon the exercise of stock options owned by persons other than William D.
Grant, nor does it reflect shares subject to issue upon exercise of stock
options held by Mr. Grant which are not presently exercisable and which do not
become exercisable within the next sixty days. Mr. Grant does have stock options
to acquire an additional 12,150 shares of SLH Common Stock, but such options
will be vested and become exercisable only on March 3, 1998, as to 4,050 shares,
on March 3, 1999, as to 4,050 shares, and March 3, 2000 as to 4,050 shares.
Of the shares beneficially owned by Mr. Grant as to which he shares
voting and dispositive power, the party with which Mr. Grant shares such powers
is UMB Bank, N.A., Kansas City, Missouri, a federal banking association, with
its principal office located at 1010 Grand Boulevard, Kansas City, Missouri
64106. UMB Bank, N.A. is a commercial bank incorporated under the laws of the
United States. To the best of Mr. Grant's knowledge, UMB Bank, N.A. has not,
during the last five years, (i) been convicted in a criminal proceeding, or (ii)
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which proceeding UMB Bank, N.A. was
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
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(d)
Other persons have the right to receive dividends on 108,922 shares of
SLH Common Stock beneficially owned by William D. Grant. The only person who
has such interest in more than 5% of the described class of securities is
Frances G. Peterson.
(e)
Inapplicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
Of those shares of SLH Common Stock listed above over which Mr. Grant
has sole voting and disposition powers, 2,518 shares are pledged to secure
indebtedness of a family member to Boatmen's National Bank, Kansas City,
Missouri, and 6,826 shares are pledged to secure indebtedness of a family member
to Missouri Bank and Trust Company of Kansas City, Kansas City, Missouri.
Item 7. Exhibits.
99.1 Letter of Seafield Capital Corporation to its shareholders,
dated February 13, 1997.
99.2 Section from SLH's Information Statement dated February 13,
1997, designated "The Distribution - Background and Reasons
for the Distribution."
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ W. D. Grant
William D. Grant
Date: March 12, 1997
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
William D. Grant
Date: March 12, 1997
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EXHIBIT INDEX
99.1 Letter of Seafield Capital Corporation to its shareholders,
dated February 13, 1997.
99.2 Section from SLH's Information Statement dated February 13,
1997, designated "The Distribution - Background and Reasons
for the Distribution."
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Exhibit 99.1
[LOGO]
SEAFIELD CAPITAL CORPORATION
2600 Grand Boulevard, Suite 500
P. O. Box 410949
Kansas City, Missouri 64141
February 13, 1997
Dear Shareholder:
I am pleased to inform you that the Board of Directors of Seafield
Capital Corporation has approved a distribution to our shareholders of all the
outstanding shares of common stock of SLH Corporation. The stock distribution
will be made to holders of record of Seafield Capital Corporation common stock
on February 24, 1997. You will receive one share of SLH Corporation common stock
for every four shares of Seafield Capital Corporation common stock you hold on
the record date.
As a result of the distribution you will own shares in two separate and
very different companies. Seafield Capital Corporation will be focused on its
core businesses -- operating its current laboratory testing business and
healthcare businesses consisting of LabOne, Inc., and its subsidiaries and
Response Oncology, Inc. SLH Corporation will concentrate on managing, developing
and disposing of its Real Estate and Energy Businesses and Miscellaneous Assets.
The Seafield Board believes that the separation of the Real Estate and
Energy Businesses and Miscellaneous Assets from Seafield's other core businesses
will provide investors a sharper focus as to the particular merits of each of
those investments and thereby provide Seafield shareholders with a better
recognition of the value of each of those investments. In addition, the
Distribution will permit SLH to pursue strategies for the management and
development of its relatively illiquid and developmental assets without
conflicting with Seafield's strategies for its laboratory testing and healthcare
businesses.
Following the Distribution, your Board of Directors expects that it
will maintain the quarterly cash dividend on Seafield Capital Corporation common
stock at current levels. SLH does not intend to pay regular annual or quarterly
cash dividends. We have received an opinion from our counsel that the
Distribution will be a taxable transaction. After the Distribution we will
report to you our determination of the fair market value of the amount of the
Distribution received by you for tax purposes on IRS Form 1099-DIV.
The enclosed Information Statement explains the proposed distribution
in detail and provides financial and other important information regarding SLH
Corporation. We urge you to read it carefully. Holders of Seafield Capital
Corporation common stock are not required to take any action to participate in
the distribution. A shareholder vote is not required in connection with this
matter and, accordingly, your proxy is not being sought.
Sincerely,
W. Thomas Grant II
Chairman of the Board
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Exhibit 99.2
THE DISTRIBUTION
Background and Reasons for the Distribution
In late 1990 Seafield began a transformation process from an insurance
company to a holding company with a new focus. Seafield's principal assets after
the sale of its insurance subsidiary consisted of a majority ownership of a
publicly traded laboratory testing business ("LabOne") a significant interest in
a publicly traded cancer management business ("Response"), the Real Estate
business, Energy assets, including Syntroleum, several venture capital
investments and a significant amount of cash. The strategy of Seafield was
deployment of resources into developing businesses that provide services to the
healthcare and insurance industries. The sources of cash for these investments
were the proceeds from the sale of the insurance company, gains on securities
transactions, real estate sales from real estate operations and the sale of
other assets that did not support the strategic focus on the healthcare and
insurance industries. By 1995 Seafield had made considerable progress consistent
with that focus by increasing its ownership in LabOne to over 80% and its
interest in Response to approximately 60% and had sold and disposed of several
majority owned investments. In 1996, after also considering a sale of the
Transfer Assets, the Seafield Board decided to further pursue its focus on the
healthcare and laboratory testing industries by spinning off Seafield's
remaining Real Estate and Energy Businesses and Miscellaneous Assets to
shareholders in the Distribution.
The Seafield Board concluded that the Distribution was in the best
interests of Seafield Shareholders since it would separate the Company's assets
from Seafield's other core businesses and thereby provide investors a sharper
focus as to the particular merits of each of those investments and provide
greater recognition of the value of the Company's assets. The Seafield Board has
also considered a variety of strategic alternatives for its remaining core
businesses, including the possibility of a merger into LabOne, the sale of one
or more of its other core businesses and the sale of Seafield as a whole.
Although no such transactions have been agreed upon or are under negotiation, it
is believed that the transfer of the Transfer Assets and Transfer Liabilities to
the Company will better position Seafield for any such alternative while at the
same time permitting the Company to pursue a long term strategy for the
development, management and disposition of its relatively illiquid and
developmental assets. Seafield believes that the Distribution is a strategy
superior to an immediate sale of those Businesses and Assets. The present
transfer of those assets to the Company will permit their sale or other
disposition on a more orderly basis thereby increasing the opportunities to
maximize their net present value. Seafield believes that realization of
Syntroleum's potential will likely take at least two years and if Seafield were
to affect a near-term sale of the other Transfer Assets, Seafield would likely
receive an unacceptably low value.
It is believed that the Distribution at this time will further
Seafield's commitment to enhancing shareholder values, because it should enable
Seafield shareholders to have the market value of their interests in Seafield
more closely reflect the true value of the underlying assets. The Seafield Board
believes that the market has not fully recognized the value of the Seafield
Common Stock due to the fact that the Company's Real Estate and Energy
Businesses and Miscellaneous Assets have been combined with Seafield's core
healthcare and laboratory testing businesses. A comparison over several years of
Seafield's market capitalization with the aggregate of the public trading market
values of Seafield's holdings of LabOne and Response indicates that investors
have ignored or attributed little value to the Real Estate and Energy Businesses
and Miscellaneous Assets in pricing Seafield Common Stock. By separating the
Company's assets from Seafield's publicly traded core businesses into Seafield
Common Stock and Company Common Stock, it is believed that investors may be
better able to ascertain the value of each of those assets. After the
Distribution, Seafield will consist of two publicly traded core businesses that
already have common stock values that are readily ascertainable. This should
enable investors to gain a more accurate perception of the value of the Seafield
Common Stock. For a similar reason, the transfer of the Real Estate and Energy
Businesses and Miscellaneous Assets into a publicly traded entity that
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contains no other assets should facilitate the public recognition of the value
of those assets. Since the first public announcement of the proposed
Distribution, the public trading market values of Seafield's holdings of LabOne
and Response have remained in a narrow range. During the same period, Seafield's
market capitalization has increased more than ten percent (10%). However, there
is no assurance that the combined prices of the Company Common Stock and the
Seafield Common Stock following the Distribution will be equal to or greater
than the trading price of Seafield Common Stock prior to the Distribution.
The Distribution would also permit the Company to pursue strategies for
the management and development of a variety of illiquid and developmental assets
that would not conflict with Seafield's strategies for the laboratory testing
and healthcare businesses. Seafield's business plan for its Real Estate and
Energy businesses and Miscellaneous assets has been to realize the value of the
real estate assets in an orderly manner and to grow the other businesses and
assets to maturity and to then dispose of them in an orderly manner over an
indefinite period of time. Although it is contemplated that many of the Real
Estate and Miscellaneous assets may be successfully disposed of over the next
two to three years, a longer period will likely be required for Syntroleum.
Syntroleum is beginning to emerge from 12 years of developing its Syntroleum(R)
Process. However, a commercially viable processing plant using the Syntroleum(R)
Process has not been constructed or placed in operation and a considerable
amount of time and additional capital funding may be necessary to move
Syntroleum from a start-up venture to a second stage operating enterprise.
Following the Distribution the Company plans to sell all of its assets,
other than Syntroleum, in an orderly manner and under circumstances that would
enable the Company to take advantage of opportunities to maximize the net
amounts recoverable from each asset. Concurrent with these activities the
Company will continue to assist Syntroleum with its efforts to license the
Syntroleum Process, market its catalyst and to ultimately construct and operate
plants for the conversion of natural gas into synthetic liquid hydrocarbons.
These activities will include assistance with strategic planning and the
acquisition of debt and or equity financing for the construction of one or more
Syntroleum plants. That assistance may also include further investment by the
Company in Syntroleum or directly in one or more Syntroleum plants. Following
the liquidation of non Syntroleum assets, the Company expects to continue to
promote the management, growth and development of Syntroleum or it may engage in
a merger or some other transaction that would effectively dispose of all of its
assets. The Company's primary source of revenue to support operations will be
derived from the operation and sale of non Syntroleum assets and available cash.
Excess proceeds may be used to prepare assets for ultimate sale, and, depending
on the progress made by Syntroleum, for possible further investment in
Syntroleum or in one or more Syntroleum plants.
See "BUSINESS AND PROPERTIES -- Strategy."
The Seafield Board chose to have the Company assume the liability, if
any, with respect to the $14.6 million of Tax Claims of the Internal Revenue
Service and the State of California for a number of reasons. The liabilities
have no relation to Seafield's current core laboratory testing and cancer
management businesses while the historical basis for the largest single
component of the Tax Claims is an issue relating to a tax loss from the sale of
an interest in a real estate partnership. That component derives from the real
estate business being transferred to the Company. As a consequence, the
personnel familiar with and responsible for the settlement and resolution of the
claims consist entirely of personnel of the Company's Real Estate subsidiary and
other Company officers. Finally, notwithstanding Seafield's and the Company's
belief that adequate accruals have been made for the liability, if any,
respecting the Tax Claims, there is necessarily uncertainty as to the ultimate
outcome; by having the Company assume such liability, Seafield will be able to
pursue various strategic alternatives for its core businesses, including
alternatives which involve third parties, without such third parties having a
concern for the ultimate outcome of the Tax Claims. For the foregoing reasons,
the Seafield Board concluded that the Tax Claims could be more favorably managed
in the interests of all Seafield shareholders by the Company.
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The Seafield Board recognized in its planning that the Distribution
would result in a transaction taxable both to Seafield and Seafield
shareholders. However, due to the nature of the Company's businesses and the
amount and duration of Seafield's holdings thereof, Seafield and the Company are
not positioned to effect the Distribution on a tax free basis. The Board has
considered that Seafield's net capital losses and its tax basis in Company
Common Stock (and prior to their transfer to the Company, in the Transfer
Assets) will significantly reduce the amount of taxable gains to Seafield that
would otherwise be recognized. Accordingly, it concluded that the benefits of
the restructuring would more than offset any negative tax consequences of the
restructuring. See "THE DISTRIBUTION - Material Federal Income Tax Consequences
of the Distribution."
For the reasons stated above, the Seafield Board believes that the
Distribution is in the best interests of Seafield and its shareholders.
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