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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. 10)*
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)
02/26/97
(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. ______
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 18 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.
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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).
(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
beneficially Owned (7) Sole Voting Power
by Each Reporting 8,077,392
Person With
(8) Shared Voting Power
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(9) Sole Dispositive Power
8,077,392
(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned By Each Reporting Person
8,077,392
(12) Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* ___X___
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(13) Percent of Class Represented by Amount in Row (11)
67.5%
(14) Type of Reporting Person*
CO
* See Instructions before Filling Out!
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Item 1. Security and Issuer.
This Amendment No. 10 ("Amendment No. 10") 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. 10 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"), Amendment No. 7 to Schedule 13D, dated June 24, 1996 ("Amendment
No. 7"), Amendment No. 8 to Schedule 13D, dated September 4, 1996
("Amendment No. 8") and Amendment No. 9 to Schedule 13D, dated October 16,
1996 ("Amendment No. 9") (collectively, Amendments No.1, No. 2, No.3, No.
4, No. 5, No.6, No. 7, No. 8 and No. 9 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. Seafield also owns certain short-term and
intermediate-term investment grade securities. On March 3, 1997, Seafield
distributed to its shareholders all outstanding shares of a subsidiary
company (i.e., SLH Corporation) which now owns all of those oil and gas,
venture capital and real estate investments previously owned by Seafield.
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.
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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.
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Item 3. Source and Amount of Funds or Other Consideration.
As previously reported, in 1992 Seafield made a $500,000 non-recourse loan
to Dr. William H. West, Response's Chairman of the Board,
secured by 26,066 shares (previously reported in error as 26,067 shares) of
Response Common Stock (the "West Shares"). The funds used to make said
loan were part of Seafield's working capital at the time. The indebtedness
under said loan matured December 31, 1996. After complying with
applicable law, Seafield acquired the West Shares in satisfaction of said
indebtedness on February 17, 1997.
Also as previously reported, on October 4, 1996 Seafield entered
into a Loan Agreement (the "Loan Agreement") with Response; pursuant to
the Loan Agreement Response was authorized to borrow from Seafield up to
$23.5 Million. As of February 26, 1997, Response's borrowings under the
Loan Agreement aggregated $23.5 Million. The funds used to make advances
to Response under the Loan Agreement were part of Seafield's working
capital. On February 26, 1997, all indebtedness under the Loan Agreement
was satisfied by Response's issuance of 3,020,536 shares of its Common
Stock (the "Newest Shares") to Seafield.
Item 4. Purpose of the Transaction.
Seafield acquired the West Shares pursuant to the loan documents
governing the 1992 loan by Seafield to Dr. West to close out the loan
transaction. Dr. West's obligations in connection with said loan were
limited to the West Shares. Following the maturity of said loan, he
consented to a transfer of said shares to Seafield.
Seafield acquired the Newest Shares pursuant to that certain
Agreement of Payment and Satisfaction dated February 26, 1997, between
Seafield and Response ("Payment Agreement") which provided that all
outstanding principal of the indebtedness under the Loan Agreement (i.e.,
$23,500,000) and all accrued interest on said indebtedness (i.e.,
$664,287.66) would be paid and satisfied by way of Response's issuance of
the Newest Shares to Seafield. Pursuant to the Payment Agreement, the note
evidencing the indebtedness under the Loan Agreement was cancelled and the
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Loan Agreement was terminated. Also pursuant to the Payment Agreement
Seafield has certain registration rights respecting the Newest Shares, as
well as all other shares of Response Common Stock owned by Seafield, which
registration rights are governed by Section 5.1 of that certain Securities
Purchase Agreement dated September 26, 1990 between Response and Seafield
(the "Securities Purchase Agreement").
The Newest Shares were acquired to consolidate all of Seafield's
investment in Response in the form of Common Stock and to increase
Response's shareholder equity (to approximately $62 Million); the increase
in shareholder equity should place Response in a solid financial position
to pursue the growth of its oncology services.
The West Shares and the Newest Shares were acquired by Seafield
as an investment, provided that as announced in the Press Release referred
to below, Seafield is exploring a possible distribution to its shareholders
of all of its shares of Response Common Stock in the second quarter of
1997.
Immediately following the closing under the Payment Agreement,
Seafield issued a Press Release (the "Press Release") disclosing its
acquisition of the Newest Shares, as well as the possible
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distribution to its shareholders of all of its shares of Response Common Stock.
Seafield had previously announced (as 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 shares of Response
Common Stock. Seafield expects that any distribution to its shareholders
of shares of Response Common Stock would be made only pursuant to a
Registration Statement filed with and declared effective by the Securities
and Exchange Commission.
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
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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 or in the
Prior Amendments.
Item 5. Interest in Securities of the Issuer.
(a), (b), (c) and (d)
Seafield beneficially owns 8,077,392 shares of Response Common
Stock. Seafield has sole power to vote and dispose of all of such
shares. The number of shares beneficially owned by Seafield constitutes
approximately 67.5% 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:
Name Number of Shares
Joseph T. Clark 226,640
W. Thomas Grant, II 9,400
P. Anthony Jacobs 13,400
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James R. Seward 13,400
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, 221,840; for W. Thomas
Grant II, 9,000; for P. Anthony Jacobs, 9,000 and for James R. Seward,
9,000.
(e) Not Applicable.
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Item 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Issuer.
Response has granted Seafield registration rights with respect
to all shares of Response Common Stock owned by Seafield pursuant to the
Payment Agreement and the Securities Purchase Agreement.
Item 7. Exhibits.
99.1 Agreement of Payment and Satisfaction, dated February 26, 1997.
99.2 Press Release of Seafield, from February 26, 1997.
99.3 Securities Purchase Agreement (previously filed as Exhibit (a) to
Amendment No. 6).
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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/ James R. Seward
James R. Seward, Executive Vice President
Date: March 7, 1997
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<PAGE>
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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<PAGE>
EXHIBIT INDEX
99.1 Agreement of Payment and Satisfaction, dated February 26, 1997.
99.2 Press Release of Seafield, from February 26, 1997.
99.3 Securities Purchase Agreement (previously filed as Exhibit (a) to
Amendment No. 6).
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<PAGE>
Exhibit 99.1
AGREEMENT OF PAYMENT AND SATISFACTION
This Agreement is made as of the 26th day of February, 1997, between
RESPONSE ONCOLOGY, INC., a Tennessee corporation ("Response") and SEAFIELD
CAPITAL CORPORATION, a Missouri corporation ("Seafield").
WHEREAS, Response and Seafield previously entered into that certain Loan
Agreement dated as of October 4, 1996 (the "Loan Agreement") pursuant to which
Seafield agreed to loan to Response up to $23,500,000, with the indebtedness
created as a result of said loan being evidenced by that certain Adjustable Rate
Convertible Note, No. 1996A-1, dated October 4, 1996, in the principal amount of
$23,500,000 (the "Note"); and
WHEREAS, on the date hereof, the outstanding principal of the Note is
$23,500,000; and
WHEREAS, on the date hereof, the accrued interest on the Note is
$664,287.66; and
WHEREAS, the parties have agreed that Response will pay and discharge the
principal of and the accrued interest on the Note and will satisfy its other
obligations under the Loan Agreement through the issuance to Seafield of a
number of shares of Response common stock, par value $.01 per share ("Stock")
determined by dividing $8 into the aggregate of the principal of the Note as of
the Closing Date (the "Principal Amount") and the accrued interest on the Note
as of the Closing Date (the "Accrued Interest");
NOW, THEREFORE, in consideration of the premises, the mutual promises
herein contained and for other good and valuable consideration the receipt
whereof is hereby acknowledged, the parties agree as follows:
1. Stock Issuance. On the Closing Date, Response shall pay and discharge
the Note by issuing to Seafield a number of shares of Stock determined by
dividing the aggregate of the Principal Amount and the Accrued Interest by $8.
Simultaneously therewith, Response shall cause to be delivered to Seafield a
certificate evidencing said number of shares of Stock, which shares shall be
duly authorized, validly issued and outstanding, fully paid and nonassessable.
Said certificate shall contain no legends or other indications of restrictions
on transfer other than a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THE CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT") OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EFFECTIVE REGISTRATION
STATEMENTS UNDER SUCH ACT AND LAWS OR AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED.
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2. Cancellation of the Note. Upon issuance and delivery to Seafield of
the shares of Stock provided for in Section 1 immediately above (the "Shares"),
the Note shall have been paid in full. Thereupon, Seafield shall mark the Note
"Canceled - Paid in Full" and shall return it to Response.
3. Termination of the Loan Agreement. Also upon issuance and delivery to
Seafield of the Shares, the Loan Agreement and all of the rights and obligations
of Response and Seafield thereunder shall be canceled, terminated and of no
further force or effect.
4. Closing Date. The Closing Date shall be February 26, 1997, subject to
satisfaction of all conditions to closing set forth in Section 7 below.
5. Registration Rights. The terms and provisions of Section 5.1 of that
certain Security Purchase Agreement dated September 26, 1990 between Response
and Seafield, as amended (the "Securities Purchase Agreement"), shall apply to
Seafield and Response with respect to all shares of Stock owned by Seafield from
time to time, including without limitation all the Shares issued pursuant to
Section 1 hereof. To that end, the term "Shares" as used in said Section 5.1
shall hereafter include any and all shares of Response's common stock par value
$0.01, whether acquired pursuant to the aforementioned Security Purchase
Agreement, or thereafter and whether constituting Shares for purposes of this
Agreement or otherwise. Nothing in this Section 5 shall serve to restrict or
narrow any registration rights heretofore granted by Response to Seafield with
respect to shares of Response's Stock.
6. Representations, Etc..
(a) Seafield represents that it has knowledge and experience in
financial and business matters generally and that it has had access to
Response's records, operational affairs and other matters continually since
October, 1990 as a result of the fact that Seafield officers have been members
of Response's Board of Directors since that date. Accordingly, Seafield is
capable of evaluating the merits and risks of its purchase of the Shares and is
able to bear the economic risks of said investment. The Shares are being
acquired by Seafield solely for Seafield's own account and with no present
intention of making public distribution thereof within the meaning of the
Securities Act of 1933, as amended (the "Securities Act") other than pursuant to
a registration statement declared
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effective by the Securities and Exchange Commission. Seafield is aware that
none of the Shares have been registered under the Securities Act or any state
securities law and that, accordingly, the Shares must be held indefinitely
unless they are subsequently registered or an exemption from such registration
is available.
(b) Seafield agrees that the provisions of Section 2.7 ("Transfer")
of the Securities Purchase Agreement shall apply to the Shares.
(c) Response represents that Seafield's acquisition of the Shares on
the terms herein set forth has been approved by Response's Board of Directors;
that the Seafield 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 Seafield; and that the Tennessee
Control Share Acquisition Act as such term is defined in Chapter 35 of the
Corporation Act, is not applicable to Response nor to Seafield with respect to
the Shares.
7. Conditions to Closing. The obligations of Seafield hereunder, and,
specifically, the payment, satisfaction and cancellation of the Note in
consideration of the receipt by Seafield of the Shares are subject to each and
every one of the following:
(a) The accuracy of and compliance with, as of the Closing Date, the
representations, warranties and agreements herein contained;
(b) The delivery to Seafield of an opinion of Response's counsel to
the effect that, among other things, the Shares are duly authorized, validly
issued and outstanding, fully paid and nonassessable, which opinion shall be in
form reasonably acceptable to Seafield; and
(c) Response shall have taken all actions, including without
limitation the furnishing of notification under NASD Rule 4310(c)(17), and shall
pay all fees and expenses necessary, to cause the Shares to be included in and
eligible for trading on, and the Shares shall be included in and eligible for
trading on, the NASDAQ National Market.
8. Binding Effect; Inurement; Assignment.
(a) This Agreement and all of its terms and provisions will be
binding upon and shall inure to the benefit of Response and Seafield and their
respective successors and assigns. Response acknowledges and agrees that the
rights and privileges afforded Seafield in this Agreement, including without
limitation, those rights and privileges referred to in Section 5 hereof, are
held, owned and possessed by Seafield, and all obligations of Response under or
pursuant to the Securities Purchase Agreement as amended, including those
contained in Section 5.1 of the Securities Purchase Agreement,
3
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inure to the benefit of Seafield and its successors and assigns, notwithstanding
(or as a result of) the previous assignment by Seafield to its then wholly-owned
subsidiary Dakota Ventures, Inc., of Seafield's rights and privileges under the
Securities Purchase Agreement and the subsequent merger of that subsidiary into
Seafield.
(b) Seafield may assign its rights and privileges under this
Agreement to an entity which at the time of such assignment constitutes a
wholly-owned subsidiary of Seafield if simultaneously with such assignment there
are transferred to said subsidiaries some or all of the shares of Stock
previously owned or as a consequence of this Agreement acquired by Seafield.
Notwithstanding Seafield's assignment of such rights and privileges to a
wholly-owned subsidiary, Seafield shall remain responsible for its
representations
herein contained.
9. Notices. All notices, requests and other communications under this
Agreement shall be made as provided in the Securities Purchase Agreement.
10. Choice of Law. This Agreement 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.
11. Counterparts. This Agreement may be executed in counterparts which
together shall constitute one and the same instrument.
12. Entire Agreement. This Agreement, together with the Securities
Purchase Agreement to the extent referred to or incorporated herein, constitutes
the entire agreement between Response and Seafield relating to the subject
matter hereof and there are no other terms of such agreement except those
contained here and in the Securities Purchase Agreement. Nothing herein shall
amend or otherwise modify or affect the terms and provisions of the Securities
Purchase Agreement, as previously amended, all of which shall remain in full
force and effect. This Agreement may not be modified or amended except in
writing signed by both parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement of Payment and
Satisfaction to be executed on their respective behalves on the date first above
written.
RESPONSE ONCOLOGY, INC.
By: _______________________________
Name: _____________________________
Title: ____________________________
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SEAFIELD CAPITAL CORPORATION
By: _______________________________
Name: _____________________________
Title: ____________________________
<PAGE>
Exhibit 99.2
Jim Seward
Kim Schaefer
February 26, 1997
SEAFIELD CAPITAL CORPORATION
ANNOUNCES SUBSIDIARY NOTE
CONVERSION AND PLANS TO
EXPLORE DISTRIBUTION SUBSIDIARY
STOCK TO SEAFIELD SHAREHOLDERS
_______________________________
Kansas City, MO-Seafield Capital Corporation (Seafield) announced today
that it has converted a $23.5 million Response Oncology, Inc. (Response) note
and accrued interest thereon into Response common stock. The note was converted
at $8 per share, resulting in 3,020,536 additional shares of Response owned by
Seafield. Seafield now owns 8,077,392 shares of Response, or approximately 67%
of Response shares outstanding. The conversion will increase Response's
shareholders equity to approximately $62 million, and combined with Response's
NationsBank credit facility, should place Response in a solid financial position
to pursue the growth of its oncology services.
With the conversion of the note having been completed, Seafield is
exploring a possible distribution to its shareholders of all of its Response
shares in the second quarter of 1997. However, Seafield expects that any
distribution would be made only pursuant to a Registration Statement filed with
and declared effective by the Securities and Exchange Commission.
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