UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 7, 1999
Lab Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
MISSOURI 0-16946 43-1039532
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5000 W. 95TH ST., SUITE 260 66207
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (913) 648-3600
Item 5. Other Events.
On March 7, 1999, Lab Holdings, Inc., a Missouri corporation ("Lab
Holdings"), and LabOne, Inc., a Delaware corporation ("LabOne"), issued a joint
press release respecting a definitive agreement to merge the two companies.
The text of the release is as follows:
"FOR IMMEDIATE RELEASE:
"March 7, 1999
"Contacts: Lab Holdings, Inc. LabOne, Inc.
(913) 648-3600 913-888-1770
Steve Fitzwater Robert D. Thompson, ext. 1244
Linda McCoy Kurt E. Gruenbacher, ext 1445
NASDAQ Symbol:LABH NASDAQ Symbol: LABS
"LAB HOLDINGS AND LABONE AGREE TO MERGE
JOINT PRESS RELEASE
"Shawnee Mission, Ks - P. Anthony Jacobs, the President and Chief Executive
Officer of Lab Holdings, Inc. and W.T. Grant, II, the Chairman, President and
Chief Executive Officer of LabOne, Inc. jointly announced today that the Boards
of Directors of both companies have approved an agreement to merge the two
companies.
"Representatives of Lab Holdings negotiated the merger with a Special
Committee of independent directors of LabOne that was established to represent
the interests of the holders of the 19.5% of common stock of LabOne not owned by
Lab Holdings. The Special Committee, which had the assistance of independent
legal and financial advisors, also approved the merger agreement and recommended
its approval by the LabOne board and stockholders.
"Under the merger agreement LabOne is to be merged into Lab Holdings but
the survivor's name will be changed to "LabOne, Inc." Management of the survivor
will consist of the present LabOne management and the survivor's board will
consist of nine of the present eleven member LabOne Board. Two new independent
directors selected by Lab Holdings and the Special Committee will replace two
positions now held by members of management so that a majority of the board will
consist of independent directors.
"Stockholders of Lab Holdings will have their Lab Holdings shares split
immediately before the merger into 1.50 shares of the survivor. Stockholders of
LabOne, other than Lab Holdings, will be entitled to elect to have each of their
existing LabOne
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shares exchanged for one share of the survivor or $12.75 in cash or a
combination of cash and shares. However, if the cash election shares exceed a
cash limit of $16.6 million (approximately 50% of eligible shares) then the cash
will be allocated on a pro rata basis among the cash election shares.
"If all elections are for stock elections, it is expected that immediately
after the merger stockholders of Lab Holdings will own approximately 78.9% of
the survivor and holders of LabOne, other than Lab Holdings, will own
approximately 21.1% of the survivor.
"'Mr. Jacobs said: "The consolidation of these two companies is designed to
position LabOne so that it may continue its growth both internally and by
acquisition as it implements LabOne's diversification strategy. This will allow
our Lab Holdings stockholders to enjoy the benefits of a direct investment in
LabOne and its excellent management team while eliminating duplicate holding
company management and administrative costs."
"'The change from being a subsidiary of a parent company to an independent
entity will enable us to consider a number of transactions to enhance our growth
that are not feasible in the existing structure," said Mr. Grant. "It also comes
at the right time as we have moved into new and larger facilities that provide
us with the ability to handle larger volumes of testing services."
"The merger is expected to close in June or July following the satisfaction
of a number of closing conditions. These include approval by the holders of
two-thirds of the outstanding Lab Holdings shares and a majority of the shares
voted by LabOne stockholders other than Lab Holdings and its affiliates.
Financing must also be obtained sufficient to satisfy cash elections after the
use of available cash of LabOne and Lab Holdings. Shareholder meetings to vote
on the proposed merger will be scheduled as soon as a registration statement
becomes effective with the SEC and proxy materials are finalized. Lab Holdings
expects to file the registration statement in April.
"LabOne provides laboratory testing services on a world-wide basis for
insurance risk appraisal, clinical use in the health care industry and employee
screening for substance abuse. Lab Holdings owns approximately 80.5% of LabOne
and was formerly known as Seafield Capital Corporation prior to its 1997
distributions of SLH Corporation (now known as Syntroleum Corporation) and
Response Oncology, Inc.
"THE OFFERING OF LAB HOLDINGS COMMON STOCK IN CONNECTION WITH THE MERGER
WILL ONLY BE MADE BY MEANS OF A PROSPECTUS. ACCORDINGLY, THIS PRESS RELEASE IS
NOT INTENDED TO CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SUCH SECURITIES.
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"This release contains forward-looking statements as well as historical
information. Forward-looking statements are identified by or are associated with
such words as "intend," "believe," "estimate," "expect," "anticipate," "should,"
"hopeful" and similar expressions. They reflect management's beliefs and
estimates of future economic circumstances and industry conditions, Company
performance and financial results and are not guarantees of future performance.
In particular, all statements relating to the merger, its effects and the
anticipated date of closing are based on estimates and no assurances can be
given that all closing conditions will occur or that the merger will be
accomplished on the terms described in this release. Although Lab Holdings and
LabOne believe that the expectations reflected in any forward-looking statements
are reasonable, they can give no assurance that such expectations will be met.
These and other forward-looking statements are based on many assumptions and
factors, all of which may not be detailed in this release. Any changes in the
assumptions or factors could produce materially different results than those
predicted and could impact stock values. For additional information relative to
forward looking statements and risks associated with the business of Lab
Holdings and LabOne, see the Lab Holdings Form 8-K dated October 23, 1998, and
the LabOne Form 8-K dated October 22, 1998, both of which may be obtained on the
internet at the SEC's EDGAR archive at http://www.sec.gov/cgi-bin/srch-edgar.
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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits
2 Agreement and Plan of Merger by and between Lab Holdings and
LabOne dated March 7, 1999 (without exhibits, a copy of which Lab Holdings
will furnish to the SEC upon request).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Lab
Holdings has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LAB HOLDINGS, INC.
Date: March 7, 1999 By: /s/ Steven K. Fitzwater
Steven K. Fitzwater
Exec. Vice President, Chief Operating
and Financial Officer and
Secretary
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