UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
RESPONSE ONCOLOGY, INC.
(Name of Issuer)
Common Stock $.01 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)
07/25/97
(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. ______
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).
CUSIP Number 761232-107
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William D. Grant
###-##-####
(2) Check the Appropriate Box (a)______
if a Member of a Group* (b)______
(3) SEC Use Only
(4) Source of funds*
PF (Note 1)
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
United States
Number of Shares (7) Sole Voting Power
beneficially Owned 1,020,138
by Each Reporting
Person With
(8) Shared Voting Power
332,196
(9) Sole Dispositive Power
1,020,138
(10) Shared Dispositive Power
332,196
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
1,352,334
(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* _____
(13) Percent of Class Represented by Amount in Row (11)
11.3%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
Note 1 - No funds were expended. All shares beneficially owned were
distributed as a dividend by Seafield Capital Corporation.
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, par value
$.01 per share, of Response Oncology, Inc., a Tennessee
corporation ("Response"), whose principal executive offices are
located at 1775 Moriah Woods Boulevard, Memphis, Tennessee
38117.
Item 2. Identity and Background.
This report is filed by William D. Grant, an individual,
citizen of the United States whose business address is One Ward
Parkway, Suite 130, Kansas City, Missouri 64112. Mr. Grant's
business is investments.
During the past five years, William D. Grant has not been
(i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he 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 July 25, 1997 Seafield Capital Corporation, a Missouri
corporation ("Seafield") distributed (the "Distribution") to
its shareholders of record on July 11, 1997, shares of Response
Common Stock on the basis of 1.2447625 shares of Response
Common Stock for each share of Seafield stock held, provided
that no fractional shares were issued. No consideration was
paid for any Response shares distributed. All shares of
Response Common Stock shown as beneficially owned by the
reporting person were acquired in the Distribution.
Item 4. Purpose of the Transaction.
The reasons for Seafield's distribution to its
shareholders of shares of Response Common Stock are set forth
in Seafield's letter to its shareholders dated July 2, 1997
(the "Seafield Letter") and in the section of Response's
Prospectus, dated July 1, 1997, designated "Plan of
Distribution-Background and Reasons for the Distribution" (the
"Background and Reasons Section"). Copies of the Seafield
Letter and the Background and Reasons Section are attached to
this Schedule 13 D as Exhibits 99.1 and 99.2.
William D. Grant has 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, such as a merger, reorganization or liquidation,
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 or instruments corresponding
thereto or other actions in Response's business or corporate
structure; (vii) any change in Response's charter or bylaws or
instruments corresponding thereto 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.
Item 5. Interest in Securities of the Issuer.
(a), (b) and (c)
William D. Grant beneficially owns 1,352,334 shares of
Response Common Stock. Mr. Grant has sole power to vote and
dispose of 1,020,138 of such shares and shares voting and
dispositive powers as to 332,196 of such shares. The number of
shares beneficially owned by William D. Grant constitutes
approximately 11.3% of Response's outstanding Common Stock; all
of such shares were acquired pursuant to the Distribution
described above. This percentage does not reflect shares
subject to issue upon the exercise of stock options or the
conversion of any convertible securities of Response.
Of the shares beneficially owned by Mr. Grant as to which
he shares voting and dispositive power, the party with which
Mr. Grant shares such powers is UMB Bank, N.A., Kansas City,
Missouri, a federal banking association, with its principal
office located at 1010 Grand Boulevard, Kansas City, Missouri
64106. UMB Bank, N.A. is a commercial bank incorporated under
the laws of the United States. To the best of Mr. Grant's
knowledge, UMB Bank, N.A. has not, during the last five years,
(i) been convicted in a criminal proceeding, or (ii) been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, as a result of which proceeding
UMB Bank, N.A. was 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.
(d)
Other persons have the right to receive dividends on
538,179 shares of Response Common Stock beneficially owned by
William D. Grant. None of them has such interest in more than
5% of the described class of securities.
(e)
Inapplicable.
Item 6. Contracts, Arrangements, Understanding or
Relationships with Respect to Securities of the Issuer.
Of those shares of Response Common Stock listed above over
which Mr. Grant has sole voting and disposition powers, 12,537
shares are pledged to secure indebtedness of a family member to
NationsBank, N.A., and 33,987 shares are pledged to secure
indebtedness of a family member to Missouri Bank and Trust
Company of Kansas City, Missouri.
Item 7. Exhibits.
99.1 Letter of Seafield Capital Corporation to its
shareholders, dated July 2, 1997.
99.2 Section from Response's Prospectus dated July 1,
1997, designated "Plan of Distribution - Background
and Reasons for the Distribution."
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.
/s/ W. D. Grant
- ----------------
William D. Grant
Date: September 30, 1997
EXHIBIT INDEX
99.1 Letter of Seafield Capital Corporation to its
shareholders, dated July 2, 1997.
99.2 Section from Response's Prospectus dated July 1,
1997, designated "Plan of Distribution - Background
and Reasons for the Distribution."
Exhibit 99.1
SEAFIELD CAPITAL CORPORATION
5000 West 95th Street, Suite 260
P. O. Box 7568
Shawnee Mission, Kansas 66207
July 2, 1997
Dear Shareholder:
I am pleased to inform you that the Board of Directors of
Seafield Capital Corporation has approved a distribution to our
shareholders of all the shares of common stock of Response
Oncology, Inc. owned by Seafield. The stock distribution will be
made on July 25, 1997 to holders of record of Seafield Capital
Corporation common stock on July 11, 1997. You will receive
approximately 1.24 shares of Response Oncology, Inc. common stock
for each share of Seafield Capital Corporation common stock you
hold on the record date.
As a result of this distribution you will own shares
directly in Response Oncology, Inc., and you will continue to own
your Seafield Capital Corporation common stock. Following the
distribution, Seafield's principal asset will be its 82%
ownership interest in LabOne, Inc., which engages in insurance
industry and clinical laboratory testing.
The Seafield Board believes that the separation of
Seafield's ownership interest in Response Oncology, Inc. from
Seafield's core laboratory testing business will provide
investors a sharper focus as to the particular merits of each of
those investments and thereby provide Seafield shareholders with
a better recognition of the value of each of those investments.
We have received an opinion from our counsel that the
distribution will be a taxable transaction. We will report to
you our determination of the fair market value of th eamount of
the distribution received by you for tax purposes, and the
portion thereof which is taxable as a dividend (i.e., as ordinary
income), on IRS Form 1099-DIV.
The enclosed Prospectus explains the proposed distribution
in detail. We urge you to read it carefully. Holders of
Seafield Capital Corporation common stock are not required to
take any action to participate in the distribution. A
shareholder vote is not required in connection with this matter
and, accordingly, your proxy is not being sought.
The effective ex-dividend date for the distribution will be
July 28, 1997. Sales of Seafield stock with trading dates of
July 9 through July 25 will have "due bills" attached to the
sales. Sellers during this period will, therefore, be required
to forward Response Stock to the purchaser when received.
Sincerely,
W. Thomas Grant II
Chairman of the Board
Exhibit 99.2
PLAN OF DISTRIBUTION
********
Background and Reasons for the Distribution
Following the sale of its insurance subsidiary in 1990,
Seafield began to explore possible acquisitions of health
care services companies which Seafield perceived as adding
value to a holding company whose primary asset was a
laboratory testing business. This led Seafield to make an
initial, minority-interest investment in the Company in the
latter part of 1990. After gaining further knowledge of the
Company's business, Seafield decided to provide financing to
the Company in 1991 through the purchase of additional
shares of Company Common Stock. By the latter part of 1991,
Seafield had acquired a controlling interest in the Company.
At that time and until 1995, the Company was primarily
a provider of advanced, high-dose chemotherapy cancer
treatment services through outpatient facilities, under the
direction of affiliated oncologists. High-dose chemotherapy
is appropriate for only approximately 5% of all oncology
patients and requires extensive services which are not
normally available form independent oncology practices. In
order to increase the Company's penetration into the
oncology market, the Company significantly expanded its
outpatient facilities to 47 centers, in 23 states, with
affiliations of approximately 350 independent oncologists.
These efforts required considerable time and attention of
Seafield management, as well as some additional equity
investment.
During 1995 the Company began to explore and eventually
decided upon an expansion and diversification strategy
focused on oncology practice acquisitions and management.
Implementation of this strategy, beginning in early 1996,
has transformed the Company into a comprehensive cancer
management company which now not only owns and/or operates a
network of outpatient treatment centers, providing stem cell
supported high-dose chemotherapy and other advanced cancer
treatment services under the direction of practicing
oncologists, but also owns assets of and manages the
business aspects of oncology practices, as well as conducts
clinical cancer research on behalf of pharmaceutical
manufacturers.
Seafield favored this transformation, but it recognized
that this strategy would greatly increase the Company's
capital needs. As part of its support for the Company's new
strategy, Seafield has provided a significant portion of the
capital employed by the Company to effect acquisitions of
oncology practices since late 1995, providing financing to
the Company on two occasions during 1996 in the total amount
of approximately $34 Million. The first of these financings
enabled the Company to not only make its first major
practice acquisition, but also to secure a $27.5 Million
credit facility from NationsBank. Both of Seafield's
financings were initially in the form of subordinated debt;
subsequently they were converted into Company Common Stock.
While the Company has in the past been dependent upon
Seafield for capital in order to pursue its growth, Seafield
believes that the Company is now in a much more stable
financial position. With Seafield's recent investments, the
Company's stockholder equity has increased to approximately
$62 Million. The Company's available credit under its $27.5
Million bank credit facility at March 31, 1997 was $.4
Million. In April 1997 the credit facility was amended to
increase the maximum borrowings to $45.0 Million. Thus, at
a time when Seafield's capacity to make further health care
industry investments has been significantly reduced, the
Company is no longer dependent upon funding from Seafield.
The Company's business operations are also not
significantly dependent upon either Seafield or the business
of LabOne, which is Seafield's only other operating asset.
As a comprehensive cancer management organization managing
the non-medical aspects of 10 oncology practices, comprising
39 physicians, and 47 outpatient clinics, the Company is
substantially different from and unrelated to the business
of LabOne, whose business is insurance industry and clinical
laboratory testing. While the Company intends to further
pursue its practice acquisition and management strategy, the
number of practices now being managed should enable the
Company, on a stand alone basis, to be a significant force
in the oncology services sector of the health care industry.
Seafield's Board of Directors has concluded that for
some time the capital markets have been discounting a
holding company's assets when valuing the stock of that
holding company. Thus, the Seafield Board has concluded
that it would be in the best interests of Seafield
shareholders to effect the Distribution and, thereby,
eliminate whatever discount Seafield shareholders are
experiencing with respect to valuations of Company Common
Stock as a result of its ownership by Seafield. The
Seafield Board's decision to separate the Company from
Seafield is further supported by recent studies indicating,
among other things, that (i) the valuations of public
companies, such as the Company, are adversely affected where
one shareholder has majority ownership, (ii) there is less
public shareholder liquidity where a company is majority
owned, and (iii) a public company's ability to raise capital
and utilize its stock in connection with business
combinations is enhanced if it does not have a majority
shareholder.
The Seafield Board recognized in its planning that the
Distribution would result in a transaction taxable both to
Seafield and Seafield shareholders. However, due to the
amount and duration of Seafield's holdings of Company Common
Stock, Seafield is not positioned to cost-effectively
consummate the Distribution on a tax free basis, without
disrupting and adversely affecting the Company, and perhaps
could not do so in any event. The Board has considered that
Seafield's net capital losses and its tax basis in Company
Common Stock will significantly reduce the amount of gains
to Seafield that would otherwise be taxable. Accordingly,
it has concluded that the benefits of the Distribution would
more than offset any negative tax consequences. See "PLAN
OF DISTRIBUTION-Material Federal Income Tax Consequences of
the Distribution."
For the reasons stated above, the Seafield Board of
Directors believes that the Distribution is in the best
interests of Seafield and its shareholders. It further
believes that the Distribution is appropriate at the present
time because of the growth, expansion and financial
independence which the Company has been able to achieve and
realize recently. Accordingly, it has approved the
Distribution, pursuant to which all shares of Company Common
Stock owned by Seafield would be distributed, pro rata, to
holders of Seafield Shares, subject to certain conditions
described under "THE PLAN OF DISTRIBUTION-Conditions and
Termination."
