UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
RESPONSE TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock $.002 Par Value
(Title of Class of Securities)
761232-107
(CUSIP Number)
Lathrop M. Gates, 2345 Grand Blvd., Suite 2800,
Kansas City, MO 64108, (816) 292-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
2-8-95
(Date of Event which Requires Filing of this Statement
If the reporting 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(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with this
statement . (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 the 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 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).<PAGE>
(1) Name of Reporting Person.
S.S. or I.R.S. Identification No. of Above Person
Seafield Capital Corporation
43-1039532
(2) Check the Appropriate Box (a)
if a Member of a Group* (b)
(3) SEC Use Only
(4) Source of funds*
WC
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
Missouri
(7) Sole Voting Power
Number of Shares 20,608,500
Beneficially Owned
by Each Reporting (8) Shared Voting Power
Person With 130,333
(9) Sole Dispositive Power
20,608,500
(10) Shared Dispositive Power
130,333
(11) Aggregate Amount Beneficially Owned By Each
Reporting Person
20,738,833
(12) Check Box if the Aggregate Amount in Row (11) X
Excludes Certain Shares*
(13) Percent of Class Represented by Amount in Row (11)
59.6%
(14) Type of Reporting Person*
CO
* See Instructions Before Filling Out!<PAGE>
Item 1. Security and Issuer.
This Amendment No. 6 ("Amendment No. 6") to
Schedule 13D concerns the common stock, par value $.002 per
share ("Common Stock") of Response Technologies, Inc.
("Response"), whose principal executive offices are at 1775
Moriah Woods Boulevard, Memphis, Tennessee 38117.
Amendment No. 6 amends an original report (the "Original
Report") on Schedule 13D respecting a purchase of shares of
Common Stock on October 31, 1990, as amended by
Amendment No. 1 to Schedule 13D, dated August 2, 1991
("Amendment No. 1"), Amendment No. 2 to Schedule 13D,
dated November 11, 1991 ("Amendment No. 2"), Amendment
No. 3 to Schedule 13D, dated June 9, 1992 ("Amendment No.
3"), Amendment No. 4 to Schedule 13D, dated August 4, 1992
("Amendment No. 4"), and Amendment No. 5 to Schedule 13D,
dated May 13, 1993 ("Amendment No. 5") (collectively,
Amendments No. 1, No. 2, No. 3, No. 4 and No. 5 are
sometimes referred to as the "Prior Amendments". The Original
Report and the Prior Amendments were filed in paper form; the
text of the Original Report and the Prior Amendments is
restated herein, in accordance with Regulation S-T, Section
101(a)(2)(ii).
Item 2. Identity and Background.
This report is filed by Seafield Capital Corporation
("Seafield") (formerly named BMA Corporation). Seafield is a
Missouri corporation; the address of its principal executive
office is 2600 Grand Boulevard, Suite 500, P. O. Box 410949,
Kansas City, Missouri 64141. Seafield is a holding company
engaged through its subsidiaries in various activities. Its
principal interests are in its 82% owned subsidiary, LabOne,
Inc. (formerly named Home Office Reference Laboratory, Inc.),
a provider of clinical, substance abuse and insurance laboratory
testing services, and its interest in Response. Through
subsidiaries, Seafield also engages in insurance premium
financing, distribution of radiopharmaceuticals, oil and gas
investments, real estate tax consulting and providing insurance
information and administrative services. Seafield owns various
venture capital investments as well as short-term and
intermediate-term investment grade securities.
By means of a press release issued February 10, 1995
(the "Press Release"), a copy of which is attached hereto as
Exhibit A and incorporated herein by reference, Seafield
announced that it has retained a financial advisor to assist it in
considering strategic alternatives to maximize shareholder
value. One alternative that Seafield expects to pursue is a
merger of Seafield into LabOne, Inc. Such a merger would
likely be preceded by Seafield's distribution to shareholders, or
other disposition by Seafield, of its shares of Response common
stock and other assets.
Set forth in Schedule 1 hereto are the names, business
addresses and principal occupations or employment of the
executive officers and directors of Seafield. Schedule 1 reflects
the retirement of one director and the appointment of a new
director since the date of the most recently filed amendment to
the Original Report (i.e., Amendment No. 5). Schedule 1 also
reflects the change in titles of certain of the executive officers
since the date of Amendment No. 5. Each person listed on
Schedule 1 is a United States citizen.
During the past five years, neither Seafield nor to is
knowledge, any of the persons identified in Schedule 1 has been
(i) convicted in a criminal proceeding, or (ii) a party to a civil
proceeding of a judicial or administrative body as a result of
which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
Described in Item 4 are several acquisition transactions
originally reported in the Original Report and the Prior
Amendments. All of the funds ($15,919,625) used to acquire
the 20,608,500 shares of Common Stock described in Item 4
hereof were either proceeds derived from Seafield's 1990 sale of
its former insurance company subsidiary, Business Men's
Assurance Company of America ("BMA"), or part of Seafield's
working capital.
Also described in Item 4 is a loan by Seafield which is
secured by shares of Response common stock; said loan was
originally reported in Amendment No. 4. The funds loaned
represented a portion of the proceeds (including investment
proceeds) of Seafield's sale of BMA.
Item 4. Purpose of the Transaction.
In the Original Report and the Prior Amendments, the
following acquisitions of Response securities were reported:
(a) On October 31, 1990, a wholly-owned subsidiary
of Seafield ("Subsidiary") acquired 5,735,000 shares of
common stock (for $.50 per share) and warrants for 6,000,000
shares (4,000,000 exercisable at $.60 per share and 2,000,000
exercisable at $.50 per share). Subsequently all shares of
common stock acquired by Subsidiary were transferred to
Seafield. The October, 1990 acquisition was pursuant to an
agreement (the "Agreement") providing for the purchase in
rounds 2 and 3 of an additional 4,000,000 shares of common
stock for $.50 per share (together with warrants for 2,000,000
shares exercisable at $.75 per share and 1,000,000 shares
exercisable at $1.00 per share), subject to certain conditions and
satisfaction by Response of certain performance criteria.
(b) On July 25, 1991, Subsidiary acquired the
4,000,000 round 2 and 3 shares of common stock for $.50 per
share and the round 2 and 3 warrants for the purchase of
3,000,000 shares of common stock pursuant to an amendment to
the Agreement which accelerated the acquisition date for the
rounds 2 and 3 shares, eliminated Response's "call" rights
respecting warrants and changed the exercise period of rounds 2
and 3 warrants. Subsequently, all shares of common stock
acquired by Subsidiary were transferred to Seafield.
(c) On November 1, 1991, Subsidiary exercised the
warrant for 4,000,000 shares of common stock granted to it at
the time of its initial investment on October 31, 1990, thereby
purchasing such shares; the purchase price paid was the $.60 per
share exercise price set out in the warrant. Simultaneously, all
shares acquired by Subsidiary were transferred to Seafield.
(d) On May 28, 1992, Subsidiary exercised the
warrant for 2,000,000 shares of common stock granted to it at
the time of its initial investment on October 31, 1990 and the
rounds 2 and 3 warrants for an aggregate of 3,000,000 shares of
common stock; and Subsidiary simultaneously transferred all of
such shares to Seafield. The purchase prices paid were the $.50,
$.75 and $1.00 exercise prices set out in said warrants.
(e) On May 3, 1993, Seafield exercised subscription
rights granted by Response pursuant to a rights offering made to
all Response shareholders; pursuant thereto, Seafield purchased
1,873,500 shares.
All shares of Response common stock acquired by
Subsidiary or Seafield were acquired as an investment.
In Amendment No. 4, a loan by Seafield to Response's
then President (now, Chairman of the Board), William H. West,
M.D., in the amount of $500,000 was reported. The loan was
evidenced by a non-recourse promissory note bearing interest at
the rate of 6.74% per annum, compounding semi-annually and
payable together with principal in July, 1996. The loan was
secured by Dr. West's pledge of 130,333 shares of Response
common stock to Seafield.
Seafield stated in the Original Report and the Prior
Amendments that, except for rights granted Seafield in the
Agreement which are no longer material, it had no plans or
proposals which relate to or would result in (i) the acquisition
by any person of additional securities of Response, or the
disposition of securities of Response; (ii) an extraordinary
corporate transaction involving Response or any of its
subsidiaries; (iii) a sale or transfer of a material amount of
assets of Response or any of its subsidiaries; (iv) any change in
the present board of directors or management of Response; (v)
any material change in the present capitalization or dividend
policy of Response; (vi) any other material change in
Response's business or corporate structure; (vii) any change in
Response's charter or bylaws which may impede the acquisition
of control of Response by any person; (vii) causing a class of
Response's securities to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (ix) a class of equity securities of Response being
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (x) any act
similar to to any of those enumerated above.
The foregoing statement remains accurate, except that,
as described in the Press Release, Seafield now is contemplating
a merger with its 82% owned Subsidiary, LabOne, Inc.; such a
merger would likely be preceded by a distribution to Seafield
shareholders, or other disposition by Seafield, of its Response
shares and other assets.
Item 5. Interest in Securities of the Issuer.
(a), (b), (c) and (d)
At present and as previously reported in the
Original Report and the Prior Amendments, Seafield
beneficially owns 20,738,833 shares of Response common
stock. Of those, Seafield currently has sole power to vote and
dispose of 20,608,500 shares; however, with respect to 130,333
shares which have been pledged to it ("Pledged Shares") to
secure a loan, Seafield does not have the right to exercise any
voting or other rights (including the right to dividends) unless a
default under the note evidencing such loan ("Note") or the
pledge agreement respecting such loan ("Pledge Agreement")
occurs. All such rights, including the right to dividends on such
shares are retained by the owner of such shares, who was the
beneficiary of such loan, unless and until a default occurs.
Defaults include (i) failure to pay any obligation under the Note
or Pledge Agreement when the same is due, (ii) the death of the
beneficiary of such loan, the failure of the beneficiary to pay his
debts or the institution of bankruptcy proceedings by or against
the beneficiary, or (iii) the breach of any representation,
warranty or agreement made by the beneficiary in the Note or
the Pledge Agreement. If such a default occurs, Seafield has
rights under the Pledge Agreement which include the right to (a)
receive all cash dividends payable with respect to the Pledged
Shares, (b) exercise any and all voting and other rights with
respect to the Pledged Shares, and (c) cause the Pledged Shares
to be transferred of record into Seafield's name or the name of
Seafield's nominee.
The number of shares beneficially owned by
Seafield, including the Pledged Shares, constitutes
approximately 59.6% of Response's outstanding common stock,
calculated in accordance with Exchange Act Rule 13d-3(d)(1).
This percentage does not reflect shares subject to issue upon
exercise of warrants, stock options or upon conversion of shares
of Series A Convertible Preferred Stock of Response presently
outstanding and owned by persons other than Seafield.
Certain of the persons named in Schedule 1 are
known by Seafield to beneficially own shares of Response
stock. To Seafield's knowledge, these shares were acquired by
such persons solely for investment purposes and such persons
have sole power to vote and dispose of such shares. Seafield
disclaims any beneficial ownership in any of such shares. The
persons known to Seafield to beneficially own such shares and
the number of such shares beneficially owned by such persons
(with an indication of the shares which there is a right to
acquire) are as follows:
<PAGE>
Number
Name of Shares
W. Thomas Grant, II 2,000
Michael E. Herman 10,000
P. Anthony Jacobs 22,000
James R. Seward 22,000
William H. West, M.D. 3,701,300
1,091,400 of the shares benefically-owned by Dr. West consist
of options or warrants which Dr. West currently has the right to exercise.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to Securities of the Issuer.
Under the Agreement, Seafield is entitled to have two
representatives nominated for election to the Response board of
directors at annual meetings of shareholders. However, under
Tennessee law and Response's charter, Seafield's ownership of a
majority of the issued and outstanding shares of Response stock
would entitle it to elect a greater number than two of the
members of the Response board of directors, as the board is
presently constituted.
Under the Agreement, Response is not entitled to pay
dividends or redeem or otherwise make distributions with
respect to its capital stock (other than dividends payable on
shares of Response's Series A Convertible Preferred Stock),
without Seafield's consent.
Under the Agreement, Response is not entitled to merge
or engage in other transactions that might result in a preference
allocations to holders of Response's Series A Convertible
Preferred Stock of cash or securities received in such a
transaction, unless Seafield consents thereto.
Pursuant to the Agreement, as amended, the issuance by
Response of additional shares of its common stock is restricted
as therein set forth unless Seafield consents.
Neither the Note nor the Pledge Agreement impose any
restrictions with respect to shares of Response common stock.
Item 7. Exhibits.
(a) Securities Purchase Agreement, with Exhibits A
through D (forms of warrants certificates)*
(b) Assignment of Securities Purchase Agreement*
(c) Amendment No. 1 to Securities Purchase
Agreement, with Exhibits A and B (forms of warrants
certificates)**
(d) Stock Pledge Agreement***
(e) Non-Recourse Promissory Note***
* Filed as exhibits to the Original Report in paper and
incorporated herein by reference.
** Filed as exhibit to Amendment No. 1 in paper and
incorporated herein by reference.
*** Filed as exhibits to Amendment No. 4 in paper and
incorporated herein by reference.
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.
SEAFIELD CAPITAL CORPORATION
By: /S/ W. Thomas Grant II
W. Thomas Grant II,
Chairman of the Board
Date: February 17, 1995
<PAGE>
SCHEDULE 1
Directors of
Seafield Capital Corporation
Name, Occupation and Business Address
Lan C. Bentsen, Chairman, Sovereign National Management, Inc.
(Property Management), 123 N. Post Oak Lane, Suite 400,
Houston, Texas 77024
John C. Gamble, Managing Partner, Allen Matkins, Leck,
Gamble and Mallory (Law), 18400 Von Karmen, 4th Floor,
Irvine, California 92715
William D. Grant, Consultant to Seafield Capital Corporation,
2600 Grand Boulevard, Suite 500; Post Office Box 410949,
Kansas City, Missouri 64141
W. Thomas Grant, II Chairman of the Board and Chief Executive Officer,
Seafield Capital Corporation, 2600 Grand Boulevard, Suite 500;
Post Office Box 410949, Kansas City, Missouri 64141
Michael E. Herman, Private Investor, 9300 Ward Parkway,
Post Office Box 8480, Kansas City, Missouri 64141
P. Anthony Jacobs, President and Chief Operating Officer,
Seafield Capital Corporation, 2600 Grand Boulevard, Suite 500;
Post Office Box 410949, Kansas City, Missouri 64141
David W. Kemper, Chairman, President and Chief Executive Officer,
Commerce Bancshares, Inc. (Banking), 1000 Walnut, 18th Floor,
Post Office Box 13686, Kansas City, Missouri 64199
John H. Robinson, Jr., Managing Partner, Black & Veatch
(architecture and engineering) Corporate Woods,
Building 27, 10975 Grandview, Overland Park, Kansas 66210
James R. Seward, Executive Vice President and Chief Financial Officer,
Seafield Capital Corporation, 2600 Grand Boulevard, Suite 500;
Post Office Box 410949, Kansas City, Missouri 64141
Dennis R. Stephen, Vice President - Life Operations,
Tennessee Farmers Insurance Companies (life insurance),
Post Office Box 307, Columbia, Tennessee 38401
Executive Officers
Seafield Capital Corporation
Name and Position
W. T. Grant, II, Chairman of the Board and Chief Executive Officer,
Seafield Capital Corporation
P. Anthony Jacobs, President and Chief Operating Officer,
Seafield Capital Corporation
James R. Seward, Executive Vice President and Chief Financial Officer,
Seafield Capital Corporation
Steven K. Fitzwater, Vice President, Chief Accounting Officer
and Secretary, Seafield Capital Corporation
2600 Grand Boulevard,
Suite 500
Post Office Box 410949
Kansas City, Missouri 64141
Bert H. Hood Chairman, President and Chief Executive Officer
LabOne, Inc.(laboratory testing)
10310 West 84th Terrace
Lenexa, Kansas 66214
William H. West, M.D. Chairman and Chief Executive Officer
Response Technologies, Inc.
1775 Moriah Woods Boulevard
Memphis, Tennessee 38117
<PAGE>
EXHIBIT A
Press Release
Seafield Capital Corporation (Seafield) announced today
that it has retained Alex. Brown and Sons Incorporated as
financial advisor to assist the Company in considering strategic
alternatives to maximize shareholder value.
Seafield is a holding company that owns 82% of
LabOne, Inc. (NASDAQ-"LABS") and 59% of Response
Technologies, Inc. (ASE-"RTK") as well as a number of other
investments and cash equivalents. LabOne, Inc. is the nation's
leading insurance laboratory testing company and Response
Technologies, Inc. is a prominent cancer treatment company
with over 30 treatment centers.
One alternative that the Company expects to pursue is a
cash-option merger of Seafield into LabOne. In this regard, the
Company has made an initial presentation to LabOne's Board of
Directors. In such a merger, Seafield shareholders may have the
option of receiving cash as well as shares of LabOne. Such a
merger would likely be preceded by Seafield's distribution to
shareholders, or other disposition by Seafield, of its Response
stock and other assets. If a definitive agreement with LabOne is
reached, it is anticipated that such a merger would not occur
until the early part of 1996 because of the time required to
complete anticipated asset sales as well as shareholder and other
approvals.
Seafield's Board also will consider other business
combination proposals that are presented to it. Seafield
cautioned that there can be no assurances that either a merger
with LabOne or any other business combination will occur.
