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: March 3, 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)
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 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 3, 1997, the Registrant distributed (the "Distribution") to
its shareholders all of the outstanding shares of stock of its wholly-owned
subsidiary, SLH Corporation, a Kansas corporation ("SLH"). In December
1996, the Registrant and SLH had entered into that certain Distribution
Agreement (the "Distribution Agreement"), and pursuant thereto the
Registrant and SLH executed and delivered the following documents shortly
before the Distribution was consummated: that certain Blanket Assignment,
Bill of Sale, Deed and Assumption Agreement (the "Assignment"), that
certain Facilities Sharing and Interim Services Agreement (the "Interim
Services Agreement"), and that certain Tax Sharing Agreement (the "Tax
Sharing Agreement"). The Distribution Agreement, the Assignment, the
Interim Services Agreement and the Tax Sharing Agreement are all exhibits
to this Form 8-K, and, collectively, they are sometimes referred to herein
as the "Disposition Documents."
Pursuant to the Disposition Documents, certain businesses and assets
of the Registrant (collectively, the "Transfer Assets") and $10 Million in
cash and short-term investments were transferred to SLH and certain
liabilities of the Registrant (collectively, the "Transfer Liabilities")
were assumed by SLH. The Transfer Assets and Transfer Liabilities and the
Disposition Documents are described in the following sections of the
Information Statement comprising a part of Amendment No. 2 to SLH's
Registration Statement on Form 10 (i.e., Form 10/A filed with the
Securities and Exchange Commission ("SEC") on February 12, 1997 (SEC File
No. 0-21911): "Arrangements Between Seafield And The Company Relating To
The Distribution" and "Business And Properties." Portions of said sections
of the Information Statement comprising a part of said Form 10/A are
attached hereto as an exhibit.
The transfer to and assumption by SLH of the Transfer Assets and
Transfer Liabilities was effected in exchange for shares of SLH Common
Stock issued to the Registrant; no consideration other than such shares of
stock was paid by SLH for any of the Transfer Assets or Transfer
Liabilities. The Distribution of all shares of SLH stock to the
Registrant's shareholders was effected as a dividend; the Registrant's
shareholders paid no consideration for any shares of SLH stock received in
the Distribution.
The officers of SLH are all officers of the Registrant and the
directors of SLH are all either directors or officers of the Registrant.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
The following unaudited pro forma consolidated balance sheet and statement
of operations as of and for the year ended December 31, 1996 reflect the
transfer to and assumption by SLH Corporation of the Transfer Assets and
Transfer Liabilities. The pro forma balance sheet has been prepared as if
the transaction had occurred on December 31, 1996. The pro forma statement
of operations reflects the pro forma results of operations, as adjusted, as
if the transaction had occurred on January 1, 1996. The unaudited pro
forma consolidated financial statements are not necessarily indicative of
what actual results of operations would have been had these transactions
been completed on January 1, 1996 or results which may be obtained in the
future. The unaudited pro forma consolidated financial statements should
be read in conjunction with the historical financial statements and related
notes of Registrant.
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Consolidated Balance Sheet without SLH Operations
December 31, 1996
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SLH Pro Forma Pro Forma
Historical Operations Adjustments Results
---------- ---------- ----------- --------
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 5,372 (186) -- 5,186
Short-term investments 55,208 (6,229) (10,000)(a) 38,979
Accounts and notes receivable 24,882 (723) -- 24,159
Income taxes receivable -- 178 -- 178
Deferred income taxes 2,160 (1,185) -- 975
Other current assets 20,604 (236) -- 20,368
-------- -------- -------- --------
Total current assets 108,226 (8,381) (10,000) 89,845
Property, plant and equipment 22,777 (480) -- 22,297
Investments:
Securities 4,019 (3,515) -- 504
Oil and gas 1,543 (1,543) -- --
Intangible assets 124,653 (113) -- 124,540
Other assets 1,830 (1,350) -- 480
Net assets of discontinued
real estate operations 30,466 (30,466) -- --
-------- -------- -------- --------
$293,514 (45,848) (10,000) 237,666
======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,599 (383) -- 8,216
Notes payable 7,847 -- -- 7,847
Income taxes payable 724 (724) -- --
Other current liabilities 10,768 (1,825) -- 8,943
-------- -------- -------- --------
Total current liabilities 27,938 (2,932) -- 25,006
Notes payable 39,611 -- -- 39,611
Deferred income taxes 22,075 (6,140) -- 15,935
Other liabilities 1,528 (817) -- 711
-------- -------- -------- --------
Total liabilities 91,152 (9,889) -- 81,263
-------- -------- -------- --------
Minority interests 28,338 -- -- 28,338
-------- -------- -------- --------
Stockholders' equity:
Preferred stock of $1 par value.
Authorized 3,000,000 shares;
none issued -- -- -- --
Common stock of $1 par value.
Authorized 24,000,000 shares;
issued 7,500,000 shares 7,500 -- -- 7,500
Paid-in capital 1,748 -- -- 1,748
Equity adj. from foreign
currency translation (439) -- -- (439)
Retained earnings 195,329 (35,959) (10,000)(a) 149,370
-------- -------- -------- --------
204,138 (35,959) (10,000) 158,179
Less cost of 1,016,066
shares of treasury stock
30,114 -- -- 30,114
-------- -------- -------- --------
Total stockholders' equity 174,024 (35,959) (10,000) 128,065
-------- -------- -------- --------
$293,514 (45,848) (10,000) 237,666
======== ======== ======== ========
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Consolidated Statement of Operations
without SLH Operations
Year Ended December 31, 1996
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SLH Pro Forma Pro Forma
Historical Operations Adjustments Results
---------- ---------- ----------- --------
(in thousands except per share amounts)
REVENUES
Healthcare services $ 75,985 -- -- 75,985
Insurance services 50,801 -- -- 50,801
Other 2,446 (2,446) -- --
-------- -------- -------- --------
Total revenues 129,232 (2,446) -- 126,786
COSTS AND EXPENSES
Healthcare services 67,014 -- -- 67,014
Insurance services 22,625 -- -- 22,625
Other 2,771 (2,771) -- --
Selling, general and
administrative 36,680 (1,606) -- 35,074
-------- -------- -------- --------
Earnings(loss) from
operations 142 1,931 -- 2,073
Investment income - net 5,004 (1,375) -- 3,629
Interest expense (2,900) -- (2,900)
Other income (expense) (411) 845 -- 434
-------- -------- -------- --------
Earnings(loss) before
income taxes 1,835 1,401 -- 3,236
Income taxes (benefits) 4,050 (249) -- 3,801
-------- -------- -------- --------
Earnings (loss) before minority
interests (2,215) 1,650 -- (565)
Minority interests 1,329 -- -- 1,329
-------- -------- -------- --------
Earnings (loss) from
continuing operations $ (3,544) 1,650 -- (1,894)
======== ======== ======== ========
Per share of common stock
based on 6,481,943 weighted
average shares outstanding:
Earnings (loss) from
continuing operations $ (.55) (.29)
======== ========
Notes to Unaudited Pro Forma Consolidated Financial Statements
(a) Represents the short-term investments, including U. S. Treasury
obligations of $3.1 million, transferred to SLH on the date of
distribution.
(c) Exhibits
2.1 Distribution Agreement, dated December 20, 1996, between
the Registrant and SLH Corporation (filed as Exhibit
2(a) to SLH Corporation's Form 10/A filed February 4,
1997 (File No. 0-21911) and incorporated herein by
reference).
2.2 Blanket Assignment, Bill of Sale, Deed and Assumption
agreement, dated as of February 28, 1997, between the
Registrant and SLH Corporation (filed as Exhibit 2(b) to
SLH Corporation's Form 10/A filed February 4, 1997 (File
No. 0-21911) and incorporated herein by reference).
10.1 Facilities Sharing and Interim Services Agreement, dated
as of February 28, 1997, between the Registrant and SLH
Corporation (filed as Exhibit 10(a) to SLH Corporation's
Form 10/A filed February 4, 1997 (File No. 0-21911) and
incorporated herein by reference).
10.2 Tax Sharing Agreement, dated as of February 28, 1997,
between the Registrant and SLH Corporation (filed as
Exhibit 10(b) to SLH Corporation's Form 10/A filed
February 4, 1997 (File No. 0-21911) and incorporated
herein by reference).
99.1 Portions of the following sections from the Information
Statement comprising a part of SLH Corporation's
Registration Statement on Form 10 (filed as SLH
Corporation's Form 10/A (Amendment No. 2) on February
12, 1997 (File No. 0-21911): "Arrangements Between
Seafield And The Company Relating To the Distribution"
and "Business And Properties". In said sections from
said Information Statement, the term "Company" refers to
SLH Corporation.
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.
SEAFIELD CAPITAL CORPORATION
Date: March 17, 1997 By: /s/ Steven K. Fitzwater
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Steven K. Fitzwater
Vice President, Chief Accounting
Officer and Secretary