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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
RESPONSE ONCOLOGY, INC.
(Name of Issuer)
Common Stock $.01 Par Value (1)
(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)
8/29/96
(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.
(Continued on following pages)
(Page 1 of pages)
-----
--------------------
*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).
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(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
Number of Shares (7) Sole Voting Power
beneficially Owned 5,030,790
by Each Reporting
Person With (8) Shared Voting Power
26,067
(9) Sole Dispositive Power
5,030,790
(10) Shared Dispositive Power
26,067
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
5,056,857
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
X
-----
(13) Percent of Class Represented by Amount in Row (11)
58.8%
(14) Type of Reporting Person*
CO
* See Instructions before Filling Out!
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Item 1. Security and Issuer.
This Amendment No. 8 ("Amendment No. 8") to Schedule 13D concerns
the common stock, par value $.01 per share ("Common Stock") of Response
Oncology, Inc. (formerly named Response Technologies, Inc.) ("Response"), whose
principal executive offices are at 1775 Moriah Woods Boulevard, Memphis,
Tennessee 38117. Amendment No. 8 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"), Amendment No. 5 to Schedule 13D, dated May 13, 1993
("Amendment No. 5"), Amendment No. 6 to Schedule 13D, dated February 17, 1995
("Amendment No. 6") and Amendment No. 7 to Schedule 13D, dated June 24, 1996
("Amendment No. 7") (collectively, Amendments No.1, No. 2, No.3, No. 4, No. 5,
No.6 and No. 7 are sometimes referred to as the "Prior Amendments"). The Issuer
is the same Issuer referred to in the Original Report and in the Prior
Amendments; the current name of the Issuer reflects a change effective November
1995. The Common Stock is the same class of stock reported on in the Original
Report and in the Prior Amendments; the par value of the common stock was
changed in November 1995 as a result of a 1 for 5 reverse stock split.
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 its 82% owned subsidiary, LabOne, Inc. (formerly named Home Office Reference
Laboratory, Inc.), a provider of clinical, substance abuse and insurance
laboratory testing services whose offices are located at 10310 West 84th
Terrace, Lenexa, Kansas 66214, and its interest in Response. Through
subsidiaries, Seafield also owns oil and gas, venture capital and real estate
investments, as well as short-term and intermediate-term investment grade
securities.
Set forth in Schedule 1 hereto are the names, business addresses and
principal occupations or employment of the executive officers and directors of
Seafield. Each person listed on Schedule 1 is a United States citizen.
During the past five years, neither Seafield nor to its 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.
On August 29, 1996 Seafield purchased from Response 909,090 shares
(the "New Shares") of Response's Common Stock for an aggregate purchase price of
$9,999,990 (or $11 per share). The funds used to make the purchase of Common
Stock were proceeds received by Seafield as a result of
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Response's simultaneous payment of all principal of and accrued interest on that
certain Adjustable Rate Convertible Note, dated April 12, 1996, of Response
payable to Seafield, in the principal amount of $10 Million (the 'Note").
Item 4. Purpose of the Transaction.
Seafield purchased the New Shares simultaneously with Response's
payment of the Note for the purpose of assisting Response in negotiating
revisions to the terms of its principal credit facility (the "Credit Facility"),
which revisions resulted in an increase in Response's borrowing base under the
Credit Facility of approximately $8 Million. The additional funds made available
to Response under the Credit Facility were utilized to consummate the
acquisition of Rosenberg & Kalman, M.D., P.A. in Ft. Lauderdale, Florida in
furtherance of Response's strategy of acquiring the assets of oncology practices
and entering into long-term management agreements with the physicians associated
with such practices for the management of the non-medical aspects of such
practices.
The shares of Response Common Stock acquired by Seafield on August
29, 1996 were acquired as an investment.
Seafield recited in Amendment No. 6 that it is contemplating a merger
with its 82% owned subsidiary, LabOne, Inc. and that 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. On July 17, 1996, Response
filed with the Securities and Exchange Commission a Registration Statement on
Form S-2. The Registration Statement relates to 5,300,000 shares of Response
Common Stock to be offered for sale in an underwritten offering. Six hundred
thousand of those shares would be sold by Selling Shareholders (including
585,787 by Seafield). In addition, in connection with such offering, it is
anticipated that the Selling Shareholders will grant the underwriters an option
to acquire from them an additional 795,000 shares (approximately 776,168 from
Seafield). However, there can be no assurance that the Registration Statement
will become effective or that any shares of Response Common Stock will be sold
by Seafield or others, pursuant thereto.
Seafield has stated in the Original Report and the Prior Amendments
that, except for rights granted to Seafield in the Securities Purchase Agreement
filed as Exhibit (a) to Amendment No. 6, which rights 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; (viii) 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 any of those enumerated above.
The foregoing statement remains accurate, except as otherwise set
forth herein.
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Effective July 1, 1996, the maturity date of Seafield's loan to William
H. West, M.D., Chairman of Response (which is referred to in Amendment No. 6)
was extended until December 31, 1996. This loan is secured by Dr. West's pledge
to Seafield of 26,067 shares of Response Common Stock.
Item 5. Interest in Securities of the Issuer.
(a), (b), (c) and (d)
At present, Seafield beneficially owns 5,056,857 shares of Response
Common Stock. Of those, Seafield currently has sole power to vote and dispose of
5,030,790 shares; however, with respect to 26,067 shares which have been pledged
to it ("Pledged Shares") to secure an indebtedness of a member of Response's
management to Seafield, 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 indebtedness ("Secured Note") or the pledge agreement
respecting such indebtedness ("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 indebtedness, unless and until a
default occurs. Defaults include (i) failure to pay any obligation under the
Secured Note or Pledge Agreement when the same is due, (ii) the death of the
beneficiary of such indebtedness, 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 Secured 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 constitutes
approximately 58.8% 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, except as
noted below with respect to Mr. Herman, 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:
Name Number of Shares
Joseph T. Clark 243,040
W. Thoms Grant, II 6,400
Michael E. Herman 360
P. Anthony Jacobs 10,400
James R. Seward 10,400
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Of the number of shares shown above, the following numbers consist of options
which the indicated individuals have the right to exercise either presently or
within 60 days: for Joseph T. Clark, 238,140; for W. Thomas Grant II, 6000; for
P. Anthony Jacobs, 6000 and for James R. Seward, 6000. Of the number of shares
shown above as beneficially owned by Mr. Herman, all are owned by his wife, and
he disclaims beneficial ownership.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
to Securities of the Issuer.
In connection with Seafield's purchase of the New Shares, the
Securities Purchase Agreement, dated September 26, 1990, as amended (said
Agreement and Amendment No. 1 thereto are referred to in (a) and (c),
respectively, of Item 7 of Amendment No. 6) was further amended by Amendment No.
2 to Securities Purchase Agreement ("Amendment No. 2"). Pursuant to Amendment
No. 2, the registration rights provision in the Securities Purchase Agreement
was extended to all shares of Response Common Stock owned by Seafield, including
the New Shares.
Item 7. Exhibits.
99.1 Second Amendment to Securities Purchase Agreement, dated
August 29, 1996.
99.2 First Amendment to Note, dated as of July 1, 1996, relating to a
change in the maturity of that certain Nonrecourse Promissory Note dated July
21, 1992, in the principal amount of $500,000, made by William H. West, M.D.,
Chairman of Response, and payable to the order of Seafield (See Exhibits 1 and 2
to Amendment No. 4 for the terms of said Nonrecourse Promissory Note).
99.3 Registration Statement under the Securities Act of 1933, on
Form S-2, filed by Response Oncology, Inc. on July 17, 1996 (filed as
Registration No. 333-8289 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/ P. Anthony Jacobs
P. Anthony Jacobs, President
Date: September 4, 1996
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SCHEDULE 1
Directors of Seafield Capital Corporation
Name, Occupation and Business Address
Lan C. Bentsen, Managing Partner
Remington Partners (investments)
3040 Post Oak Boulevard, Suite 200
Houston, Texas 77056
John C. Gamble, Managing Partner
Allen, Matkins Leck, Gamble and Mallory (law)
18400 Von Karmen, 4th Floor
Irvine, California 92715
William D. Grant, Consultant
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;
Chairman of the Board, President and Chief Executive Officer/LabOne, Inc.
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 64114
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 Street, 18th Floor
Kansas City, Missouri 64106
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John H. Robinson, Jr., Managing Partner
Black & Veatch (design and construction)
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, Chief Operating Officer
Tennessee Farmers Insurance Companies (insurance)
Post Office Box 307
Columbia, Tennessee 38401
Executive Officers of Seafield Capital Corporation
Name, Position and Business Address
W. T. Grant, II
Chairman of the Board and Chief Executive Officer/Seafield Capital Corporation
Chairman of the Board, President and Chief Executive Officer/LabOne, Inc.
2600 Grand Boulevard, Suite 500
Post Office Box 410949
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
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
Steve 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
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Joseph T. Clark, President and Chief Executive Officer
Response Oncology, Inc.
1775 Moriah Woods Boulevard
Memphis, Tennessee 38117
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EXHIBIT INDEX
Ex. 99.1 Second Amendment to Securities Purchase Agreement, dated
August 29, 1996.
Ex. 99.2 First Amendment to Note, dated as of July 1, 1996, relating to
a change in the maturity of that certain Nonrecourse
Promissory Note dated July 21, 1992, in the principal amount
of $500,000, made by William H. West, M.D., Chairman of
Response, and payable to the order of Seafield (See Exhibits 1
and 2 to Amendment No. 4 for the terms of said Nonrecourse
Promissory Note).
Ex. 99.3 Registration Statement under the Securities Act of 1933, on
Form S-2, filed by Response Oncology, Inc. on July 17, 1996
(filed as Registration No. 333-8289 and incorporated herein by
reference).
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EXHIBIT 99.12
AMENDMENT NO. 2 TO
SECURITIES PURCHASE AGREEMENT
This Amendment No. 2, dated August 29, 1996, is made to amend certain
terms and provisions of the Securities Purchase Agreement dated September 26,
1990 between Response Technologies, Inc. (now named Response Oncology, Inc.), a
Tennessee corporation (the "Company") and BMA Corporation (now named Seafield
Capital Corporation), a Missouri corporation (the "Investor"), as previously
amended by Amendment No. 1 to Securities Purchase Agreement dated as of July 25,
1991 (as previously amended said Securities Purchase Agreement is herein
sometimes referred to as the "Agreement").
WHEREAS, contemporaneously the Company has paid to the Investor all
principal of and accrued interest on that certain Adjustable Rate Convertible
Note, dated April 12, 1996, evidencing a $10,000,000 loan made on said date by
the Investor to the Company; and
WHEREAS, contemporaneously the Investor is acquiring from the Company
909,090 shares of the Company's common stock, par value $0.01 per share (the
"New Shares"), for a purchase price per share of Eleven Dollars ($11.00),
subject to the Company entering into this Amendment No. 2,
NOW, THEREFORE, in consideration of the premises and the Investor's
contemporaneous purchase of the New Shares from the Company, the parties agree
as follows:
1. Definitions. Defined terms used herein but not defined shall
have the meanings respectively ascribed to them in the Agreement.
2. Registration Rights. The terms and provisions of Section 5.1 of the
Agreement ("Registration Rights") shall apply to the Investor and the Company
with respect to all shares of the Company's common stock, par value $0.01 per
share, owned by the Investor from time to time, including without limitation all
New Shares. To that end, the term "Shares" as used in said Section 5.1 shall
hereafter include not only Warrant Shares as specified in said Section 5.1, but
also any and all shares of the Company's common stock, par value $0.01 per
share, acquired after the date of the Agreement whether constituting New Shares,
shares acquired as a result of the Company's one-for- five reverse stock split
effected in November, 1995, or otherwise.
3. Representations, Etc.
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EXHIBIT 99.12
(a) The Investor represents that it has knowledge and experience
in financial and business matters generally and that it has had access to the
Company's records, operational affairs and other matters continually since
October, 1990 as a result of the Investor's representation on the Company's
Board of Directors, which commenced on that date. Accordingly, the Investor is
capable of evaluating the merits and risks of its purchase of the New Shares and
is able to bear the economic risks of said investment. The New Shares are being
acquired by the Investor solely for the Investor's own account and with no
present intention of making a public distribution thereof within the meaning the
Securities Act of 1933, as amended (the "Securities Act") other than pursuant to
a registration declared effective by the Securities and Exchange Commission. The
Investor is aware that none of the New Shares have been registered under the
Securities Act or any state securities laws and that, accordingly, the New
Shares must be held indefinitely unless they are subsequently registered or an
exemption from such registration is available.
(b) The Investor agrees that the provisions of Section 2.7
("Transfer") of the Agreement shall apply to the New Shares.
(c) The Company represents that the Investor's purchase of the
New Shares has been approved by the Company's Board of Directors; that the
Investor representatives on the Board of Directors did not participate in or
vote upon such approval; that the Tennessee Business Combination Act, as such
term is defined in Chapter 35 of the Tennessee Business Corporation Act (the
"Corporation Act") is not applicable to the Investor; and that the Tennessee
Control Share Acquisition Act, as such term is defined in Chapter 35 of the
Corporation Act, is not applicable to the Company nor to the Investor with
respect to the New Shares.
4. Legal Opinion. The Company shall contemporaneously herewith cause
its counsel to deliver to the Investor an opinion to the effect that, among
other things, the New Shares are duly authorized, validly issued and
outstanding, fully paid and non-assessable, which opinion shall be in form
reasonably acceptable to the Investor.
5. Stock Market Listing. The Company shall contemporaneously herewith
or promptly hereafter take all actions, including without limitation furnishing
notification under NASD Rule 4310(c)(17), and pay all fees and expenses
necessary to cause the New Shares to be included in and eligible for trading on
the NASDAQ National Market.
6. Binding Effect; Inurement; Assignment.
(a) This Amendment No. 2 and all of its terms and provisions
shall be binding upon and shall inure to the benefit of the Company and the
Investor and their respective successors and assigns. The Company acknowledges
and agrees that the rights and
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EXHIBIT 99.12
privileges afforded the Investor in the Agreement as amended, including without
limitation those rights and privileges in Section 5.1 of the Agreement, are
held, owned and possessed by the Investor, and all obligations of the Company
under or pursuant to the Agreement as amended inure to the benefit of the
Investor and its successors and assigns, notwithstanding (or as a result of) the
previous assignment by the Investor to its then wholly owned subsidiary, Dakota
Ventures, Inc., of the Investor's rights and privileges under the Agreement and
the subsequent merger of the subsidiary into the Investor.
(b) The Investor may assign its rights and privileges under the
Agreement and this Amendment No. 2 to an entity which at the time of such an
assignment constitutes a wholly-owned subsidiary of the Investor if
simultaneously with such assignment there are transferred to said subsidiary
some or all of either the New Shares or other shares of the Company's common
stock, par value $0.01 per share, then owned by the Investor. Notwithstanding
the Investor's assignment of such rights and privileges to a wholly owned
subsidiary, the Investor shall remain responsible for its representations herein
contained.
7. Notices. All notices, requests and other communications under
this Amendment No. 2 shall be made as provided in the Agreement.
8. Choice of Law. This Amendment No. 2 shall be governed by and
construed in accordance with the laws of the State of Tennessee without giving
effect to the principles of conflict of law.
9. Counterparts. This Amendment No. 2 may be executed in
counterparts which together shall constitute one and the same instrument.
10. Entire Agreement. This Amendment No. 2, together with the
Agreement, constitutes the entire agreement between the Company and the Investor
relating to the subject matter hereof and there are no terms other than those
contained herein and in the Agreement. Except as amended herein and hereby, the
terms and provisions of the Agreement shall remain in full force and effect.
This Amendment No. 2 may not be modified or amended except in writing signed by
both parties hereto.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be
executed on their respective behalves on the date first above written.
COMPANY:
RESPONSE ONCOLOGY, INC.
By:
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EXHIBIT 99.12
Name:
------------------------------------
Title:
------------------------------------
INVESTOR:
SEAFIELD CAPITAL CORPORATION
By:
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
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EXHIBIT 99.2
EXTENSION AGREEMENT
This Extension Agreement is made as of the first day of July, 1996
between William H. West, M. D. (hereinafter, the "Borrower") and Seafield
Capital Corporation, a Missouri corporation (hereinafter, the "Lender").
WHEREAS, on July 21, 1992, Lender loaned $500,000 to Borrower as
evidenced by that certain Non-Recourse Promissory Note dated July 21, 1992 in
the principal amount of $500,000 (the "Note"); and
WHEREAS, the Note bears interest at the rate of 6.74% per annum and
matures July 21, 1996; and
WHEREAS, payment of the principal of and all interest on the Note is
secured by that certain Stock Pledge Agreement dated July 21, 992, between
Borrower and Lender (the "Stock Pledge Agreement"), pursuant to which Borrower
pledged 130,333 shares (now 26,067 shares following a 1-for-5 reverse stock
split effective November, 1995) of the common stock of Response Technologies,
Inc. (now named Response Oncology, Inc.) ("Response") to Lender as collateral
for the repayment of the principal of and interest on the Note; and
WHEREAS, the parties to the Note and Stock Pledge Agreement desire to
extend the maturity date of the Note;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration receipt whereof is hereby acknowledged, the parties agree
as follows:
1. Extension of Maturity Date. The maturity date of the Note shall be
changed from July 21, 1996 to December 31, 1996, at which time all outstanding
principal of and all accrued interest on the Note shall be due and payable in
full.
2. Remaining Provisions. All provisions of the Note and the Stock
Pledge Agreement (other than the maturity date) as contained in the Note and
Stock Pledge Agreement shall remain in full force and effect and, specifically,
without limiting the general scope of this Agreement, the pledge of shares of
Response stock pursuant to the Stock Pledge Agreement shall remain in full force
and effect, pursuant to and subject to all of the terms and conditions of the
Stock Pledge Agreement, notwithstanding the extension of the maturity date of
the Note as herein provided.
3. General. This Agreement shall be construed under the internal
laws of Missouri. This Agreement shall remain in effect until all Obligations
as defined in the
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EXHIBIT 99.2
Stock Purchase Agreement have been paid. The undersigned hereby waives, to the
extent such waiver is not prohibited by law, any and all rights under the
Uniform Commercial Code of Missouri and other applicable law. This Agreement
shall inure to the benefit of the Lender, its successors and assigns and shall
be binding upon the Borrower and his heirs, executors, administrators and
assigns.
IN WITNESS WHERE, the parties hereto have executed or caused to be
executed this Extension Agreement as of July 1, 1996.
---------------------------------------
William H. West, M.D.
SEAFIELD CAPITAL CORPORATION
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
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