Exhibit 99.2

                               LAB HOLDINGS, INC.
                   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, each with full
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 Lab
Holdings, Inc., a Missouri corporation (the "Company"), which the undersigned is
entitled to vote at the Annual Meeting of shareholders of the Company to be held
at _________________________,  ______, Kansas, on July ____, at 10:00 a.m. local
time, and at any adjournment or postponement 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 Below)

                               (See Reverse Side)


PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE

Signature(s)                            Date
____________________________            _______________, 1999
____________________________            _______________, 1999

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. If a corporation,  please sign in full corporate
name by President or other authorized officer. If a partnership,  please sign in
partnership name by authorized person.


      Please date, sign and mail your proxy card back as soon as possible!

                         Annual Meeting of Shareholders
                               LAB HOLDINGS, INC.
                                 July __, 1999

Please Detach and Mail in the Envelope Provided




                                                                            
                                                     FOR             AGAINST         ABSTAIN
1.  Proposal to adopt  the Agreement and Plan of     / /             / /             / /
    Merger, as amended and restated dated as of
    March 7, 1999 and the transactions contemplated 
    thereby

                                                     FOR             AGAINST         ABSTAIN
2.  Proposal to amend  Paragraph B.4 of Article      / /             / /            / /
    X of the Articles of Incorporation

                                                                     WITHHOLD 
                                                     FOR             AUTHORITY
                                                     the nominees    to vote for the nominees
3.  Election of  two                                 / /             / /
    Class B Directors
                                                     Nominees:  John H. Robinson, Jr. and Lan C. Bentsen
                                                                (each for a term of three years)

FOR, except vote withheld from the following                    (Cumulative voting accepted. 
nominee:                                                        See Proxy Statement)
- -------------------------------------

                                                     FOR             AGAINST         ABSTAIN
4.  Proposal to appove KPMG LLP as                   / /             / /             / /
    independent public accountants

5. In their  discretion,  the  proxies are
   authorized  to vote  upon all other matters
   that may properly come before the meeting.


     The Board of Directors recommends a vote FOR John H. Robinson,  Jr. and Lan
C. Bentsen as directors  and FOR each of the  proposals.  If you sign and return
this proxy it will be voted in the manner directed  herein.  This proxy contains
discretionary  authority  with  respect  to  matters  as to which no  choice  is
specified.  IF YOU DO NOT DESIGNATE  HOW YOUR SHARES ARE TO BE VOTED,  THE PROXY
WILL BE VOTED FOR JOHN H.  ROBINSON,  JR. AND LAN C.  BENTSEN AND FOR  PROPOSALS
(1), (2) and (4).