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.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
50540L 10 5
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 22, 2003
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(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
[ ].
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[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):
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2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
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3) SEC Use Only
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4) Source of Funds Not Applicable
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5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place of Organization Delaware
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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)
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8) Shared Voting
Power -0-
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9) Sole Disposi- 3,796,920 shares of
tive Power Common Stock
(issuable upon
conversion of
preferred stock)
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10) Shared Dis-
positive Power -0-
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11) Aggregate Amount Beneficially 3,796,920 shares of
Owned by Each Reporting Person Common Stock
(issuable upon
conversion of
preferred stock)
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12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
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13) Percent of Class
Represented by 24.5%
Amount in Row (11)
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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):
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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
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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-
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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)
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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
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(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
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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
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Managing Member
WCAS MANAGEMENT CORPORATION
By: /s/ Jonathan M. Rather
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Vice President, Secretary & Treasurer
Dated: September 25, 2003