UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
07/01/97
(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.
____________________
*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).
(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 8,077,392
by Each Reporting
Person With (8) Shared Voting Power
-0-
(9) Sole Dispositive Power
8,077,392
(10) Shared Dispositive Power
-0-
(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___
(13) Percent of Class Represented by Amount in Row (11)
67.5%
(14) Type of Reporting Person*
CO
* See Instructions before Filling Out!
Item 1. Security and Issuer.
This Amendment No. 11 ("Amendment No. 11") 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. 11 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"), Amendment No. 9 to Schedule 13D, dated
October 16, 1996 ("Amendment No. 9") and Amendment No. 10 to
Schedule 13D, dated March 7, 1997 ("Amendment No. 10")
(collectively, Amendments No.1, No. 2, No.3, No. 4, No. 5,
No.6, No. 7, No. 8, No. 9 and No. 10 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 5000 West 95th Street, Suite 260, P.O. Box 7568,
Shawnee Mission, Kansas 66207. 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.
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.
No amendment to this Item.
Item 4. Purpose of the Transaction.
By a Press Release issued February 26, 1997, Seafield
indicated that it might distribute to its shareholders all of
its shares of Response Common Stock. On June 3, 1997, Response
filed a Registration Statement with the Securities and Exchange
Commission ("SEC") respecting, among other things, a
distribution to Seafield shareholders of all shares of Response
Common Stock owned by Seafield. The Registration Statement was
filed pursuant to certain registration rights under Section 5.1
of that certain Securities Purchase Agreement dated September
26, 1990 between Response and Seafield (the "Securities
Purchase Agreement"). On July 1, 1997, that Registration
Statement was declared effective by the SEC and Seafield's
Board of Directors declared a dividend to its shareholders of
record as of July 11, 1997, payable July 25, 1997, in the form
of all shares of Response Common Stock owned by Seafield; the
distribution ratio will be approximately 1.24 shares of
Response Common Stock for each share of Seafield common stock
outstanding (i.e., 6,489,103).
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, with respect to
Seafield's intent to distribute all shares of Response Common
Stock owned by it to its shareholders, 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 213,349
W. Thomas Grant, II 11,400
P. Anthony Jacobs 15,400
James R. Seward 15,400
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, 177,652; for W. Thomas Grant II, 11,000; for P.
Anthony Jacobs, 11,000 and for James R. Seward, 11,000.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understanding or
Relationships with Respect to Securities of the Issuer.
No Amendment to this item.
Item 7. Exhibits.
None.
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/ Steven K. Fitzwater
Steven K. Fitzwater, Vice President
Date: July 10, 1997
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, Retired
One Ward Parkway, Suite 130
Kansas City, Missouri 64112
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.
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
Michael E. Herman, Chairman
Ewing Marion Kauffman Foundation
4900 Oak Street
Kansas City, Missouri 64112
P. Anthony Jacobs, President and Chief Operating Officer
Seafield Capital Corporation
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
David W. Kemper, Chairman, President and Chief Executive
Officer
Commerce Bancshares, Inc. (banking)
1000 Walnut Street, 18th Floor
Kansas City, Missouri 64106
John H. Robinson, Jr., Managing Partner
Black & Veatch (design and construction)
11401 Lamar Avenue
Overland Park, Kansas 66211-1598
James R. Seward, Executive Vice President and Chief Financial
Officer
Seafield Capital Corporation
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
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.
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
P. Anthony Jacobs, President and Chief Operating Officer
Seafield Capital Corporation
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
James R. Seward, Executive Vice President and Chief Financial
Officer
Seafield Capital Corporation
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
Steven K. Fitzwater, Vice President, Chief Accounting Officer
and Secretary
Seafield Capital Corporation
5000 West 95th Street, Suite 260
Post Office Box 7568
Shawnee Mission, Kansas 66207
Joseph T. Clark, President and Chief Executive Officer
Response Oncology, Inc.
1775 Moriah Woods Boulevard
Memphis, Tennessee 38117
