-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R5GY1TS2QS1EWnBaYio/awZDyfCVjOi5kGWH87tRPdvxcUdeFUtLkmtKSHu2H64R tBr6EKpA5J6ERyvPwJoS9w== 0000904454-03-000505.txt : 20030926 0000904454-03-000505.hdr.sgml : 20030926 20030926143208 ACCESSION NUMBER: 0000904454-03-000505 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030926 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LABONE INC/ CENTRAL INDEX KEY: 0000830158 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 431039532 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42600 FILM NUMBER: 03912178 BUSINESS ADDRESS: STREET 1: 10101 RENNER BLVD STREET 2: P. O. BOX 7568 CITY: LENEXA STATE: KS ZIP: 66219 BUSINESS PHONE: 9138881770 MAIL ADDRESS: STREET 1: 10101 RENNER BLVD STREET 2: X CITY: LENEXA STATE: KS ZIP: 66219 FORMER COMPANY: FORMER CONFORMED NAME: LAB HOLDINGS INC DATE OF NAME CHANGE: 19980406 FORMER COMPANY: FORMER CONFORMED NAME: SEAFIELD CAPITAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEAFIELD CAPTIAL CORP DATE OF NAME CHANGE: 19910520 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELSH CARSON ANDERSON & STOWE IX LP CENTRAL INDEX KEY: 0001123639 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128415755 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 s13da_0925-2003labone.txt SCHEDULE 13D, AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)[1] LabOne, Inc. -------------------------------------- (Name of Issuer) Common Stock, $.01 par value --------------------------------------------- (Title of Class of Securities) 50540L 10 5 --------------------------------------- (CUSIP Number) Welsh, Carson, Anderson & Stowe Othon A. Prounis, Esq. 320 Park Avenue, Suite 2500 Ropes & Gray LLP New York, New York 10023 45 Rockefeller Plaza Attention: Jonathan M. Rather New York, New York 10111 Tel. (212) 893-9500 Tel. (212) 841-5700 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 22, 2003 ------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing 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(e), 13d-1(f) or 13d-1(g), check the following box [ ]. - --------------------- [1] 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 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. 50540L 10 5 Page 2 of 6 Pages 1) Name of Reporting Person: Welsh, Carson, Anderson & Stowe IX, L.P. and I.R.S. Identification No. of Above Person, if an Entity (Voluntary): - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds Not Applicable - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Not Applicable Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of 7) Sole Voting 3,796,920 shares of Shares Beneficially Power Common Stock Owned by (issuable upon Reporting Person: conversion of preferred stock) --------------------------------------------------- 8) Shared Voting Power -0- --------------------------------------------------- 9) Sole Disposi- 3,796,920 shares of tive Power Common Stock (issuable upon conversion of preferred stock) --------------------------------------------------- 10) Shared Dis- positive Power -0- --------------------------------------------------- 11) Aggregate Amount Beneficially 3,796,920 shares of Owned by Each Reporting Person Common Stock (issuable upon conversion of preferred stock) - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -------------------------------------------------------------------------------- 13) Percent of Class Represented by 24.5% Amount in Row (11) - -------------------------------------------------------------------------------- 14) Type of Reporting Person PN CUSIP No. 50540L 10 5 Page 3 of 6 Pages 1) Name of Reporting Person: WCAS Management Corporation and I.R.S. Identification No. of Above Person, if an Entity (Voluntary): - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds Not Applicable - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Not Applicable Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of 7) Sole Voting 2,705 shares of Shares Beneficially Power Common Stock Owned by (including shares Reporting Person: issuable upon conversion of preferred stock) --------------------------------------------------- 8) Shared Voting Power -0- --------------------------------------------------- 9) Sole Disposi- 2,705 shares of tive Power Common Stock (including shares issuable upon conversion of preferred stock) --------------------------------------------------- 10) Shared Dis- positive Power -0- --------------------------------------------------- 11) Aggregate Amount Beneficially 2,705 shares of Owned by Each Reporting Person Common Stock (including shares issuable upon conversion of preferred stock) - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -------------------------------------------------------------------------------- 13) Percent of Class Represented by less than 0.1% Amount in Row (11) - -------------------------------------------------------------------------------- 14) Type of Reporting Person CO CUSIP No. 50540L 10 5 Page 4 of 6 Pages Amendment No. 2 to Schedule 13D ------------------------------- Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on behalf of the Reporting Persons on September 10, 2001and Amendment No. 1 thereto filed on June 12, 2003 (as so amended, the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined. The following items of the Schedule 13D are hereby amended as follows: Item 5. Interest in Securities of the Issuer ------------------------------------ Item 5 is hereby amended and restated to read in its entirety as follows: The following information is based on a total of 11,734,974 shares of Common Stock outstanding as of July 31, 2003, as reported in the Issuer's Report on Form 10-Q for the period ended June 30, 2003 filed with the Commission on August 14, 2003, and gives effect to the conversion of all shares of Series B-1 Preferred held by each entity and person named below, including dividends accrued through September 18, 2003. (a) WCAS IX and IX Associates ------------------------- WCAS IX owns 3,796,920 shares of Common Stock, or approximately 24.5% of the Common Stock outstanding. IX Associates, as the general partner of WCAS IX, may be deemed to beneficially own the securities owned by WCAS IX. WCAS Management --------------- WCAS Management owns 2,705 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. Managing Members of IX Associates and Stockholders of WCAS Management ------------------------------- (i) Patrick J. Welsh owns 19,379 shares of Common Stock, or approximately 0.2% of the Common Stock outstanding. (ii) Russell L. Carson owns 19,465 shares of Common Stock, or approximately 0.2% of the Common Stock outstanding. (iii) Bruce K. Anderson owns 19,238 shares of Common Stock, or approximately 0.2% of the Common Stock outstanding. (iv) Thomas E. McInerney owns 19,554 shares of Common Stock, or approximately 0.2% of the Common Stock outstanding. (v) Robert A. Minicucci owns 19,554 shares of Common Stock, or approximately 0.2% of the Common Stock outstanding. (vi) Anthony J. de Nicola directly beneficially owns 14,214 shares of Common Stock, indirectly beneficially owns (through deNicola Holdings L.P.) 80 shares of Common Stock and indirectly beneficially owns (through three trusts for the benefit of his children) 45 shares of Common Stock, or in the aggregate 14,339 shares of Common Stock or approximately 0.1% of the Common Stock outstanding. CUSIP No. 50540L 10 5 Page 5 of 6 Pages (vii) Paul B. Queally owns 11,317 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (viii) Jonathan M. Rather owns 3,274 shares of Common Stock (including shares held in his IRA account), or less than 0.1% of the Common Stock outstanding. (ix) D. Scott Mackesy owns 3,079 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (x) Sanjay Swani owns 539 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (xi) John D. Clark owns 539 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (xii) James R. Matthews owns 539 shares of Common Stock (including shares held in his IRA account), or less than 0.1% of the Common Stock outstanding. Other WCAS Purchasers --------------------- (i) Sean Traynor owns 2,307 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (ii) John Almeida owns 332 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (iii) Eric J. Lee owns 312 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (b) The managing members of IX Associates and the stockholders of WCAS Management may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the securities of the Issuer owned by WCAS IX and WCAS Management, respectively. Each of the managing members of IX Associates and the stockholders of WCAS Management disclaims beneficial ownership of all securities other than those he owns directly or by virtue of his indirect pro rata interest, as a managing member of IX Associates and/or a stockholder of WCAS Management, in the securities owned by WCAS IX and/or WCAS Management. (c) On September 22, 2003 WCAS IX distributed 1,000,051 shares of Common Stock to its partners, including 9,593 shares to IX Associates, immediately followed by the distribution of such 9,593 shares to the members of IX Associates. (d) Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of the shares of Common Stock owned by WCAS IX or WCAS Management. (e) Not applicable. CUSIP No. 50540L 10 5 Page 6 of 6 Pages 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. WELSH, CARSON, ANDERSON & STOWE IX, L.P. By: WCAS IX Associates, LLC, General Partner By: /s/ Jonathan M. Rather ------------------------- Managing Member WCAS MANAGEMENT CORPORATION By: /s/ Jonathan M. Rather ------------------------- Vice President, Secretary & Treasurer Dated: September 25, 2003 -----END PRIVACY-ENHANCED MESSAGE-----