UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1)
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)
William D. Grant, One Ward Parkway, Suite 130,
Kansas City, MO 64112, (816) 931-9800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
12/08/97
(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.
(Continued on following 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).
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 818,306
by Each Reporting
Person With (8) Shared Voting Power
177,271
(9) Sole Dispositive Power
818,306
(10) Shared Dispositive Power
177,271
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
995,577
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* _____
(13) Percent of Class Represented by Amount in Row (11)
8.3%
(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 (now
named "Lab Holdings, Inc.").
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D relates to the
Common Stock, par value $.01 per share ("Common Stock"), of Response
Oncology, Inc., a Tennessee corporation ("Response"), whose principal
executive offices are located at 1775 Moriah Woods Boulevard, Memphis,
Tennessee 38117. Amendment No. 1 amends an original report (the
"Original Report") on Schedule 13D respecting an acquisition of shares of
Response Common Stock on July 25, 1997.
Except as specifically provided herein, this Amendment No. 1 does not
modify any of the information previously reported on the Original Report.
Item 3. Source and Amount of Funds or Other Consideration. -- Add the
following:
The aggregate sales price of the shares of Response Common Stock
previously reported by the Reporting Person, which have subsequently been
sold, is $3,329,134.
Item 4. Purpose of the Transaction. -- Add the following:
The sales reported in this Amendment No. 1 reflect a strategy adopted by
several family trusts with respect to which the Reporting Person has
certain investment and voting powers; this strategy is to sell all shares
of Response Common Stock held by such trusts, over a several month period
of time. Follwing the sales herein reported, said trusts have remaining
holdings aggregating 336,933 shares. The aforementioned strategy does
not relate to the 658,644 shares owned directly by the Reporting Person
and his wife.
Item 5. Interest in Securities of the Issuer. -- Add the following:
(a) and (b)
William D. Grant beneficially owned 995,577 shares of Response Common
Stock at December 31, 1997. Mr. Grant has sole power to vote and
dispose of 818,306 of such shares and shares voting and dispositive
powers as to 177,271 of such shares. The number of shares beneficially
owned by William D. Grant at December 31, 1997 constitutes approximately
8.3% of Response's outstanding Common Stock; all of such shares were
acquired pursuant to the Distribution described in the Original Report.
This percentage does not reflect shares subject to issue upon the
exercise of stock options or the conversion of any convertible securities
of Response.
Because the administration of the family trusts referred to above is
carried out by UMB Bank, N.A., Kansas City, Missouri and there is a time
lag between the execution of sales by said bank and the receipt of
information with respect thereto by the Reporting Person, the number of
shares of Response Common Stock beneficially owned by the Reporting
Person on the date hereof may differ from the number(s) indicated above.
(c)
The table below set forth information with respect to sales of Response
Common Stock previously reported as being beneficially owned by the
Reporting Person. All sales were by one or more of the family trusts
referred to above. In each case the transactions took place in the
NASDAQ Stock Market.
Date Sold Price Per Share
- --------- -------- ---------------
10/02/97 35,400 $ 9.432
10/03/97 22,600 $ 9.375
10/06/97 2,000 $ 9.375
10/09/97 8,550 $ 8.688
10/10/97 2,500 $ 8.75
10/13/97 21,613 $ 8.762
10/14/97 15,000 $ 8.625
10/15/97 5,000 $ 8.563
10/15/97 33,275 $ 8.875
11/03/97 13,150 $ 9.976
11/07/97 2,500 $ 9.75
11/10/97 3,875 $ 9.75
11/11/97 2,500 $ 9.75
11/17/97 20,300 $ 9.25
11/18/97 5,000 $ 9.125
11/20/97 34,875 $ 8.973
11/24/97 15,094 $ 9.328
12/02/97 30,025 $ 9.875
12/03/97 26,400 $ 9.875
12/04/97 10,000 $ 9.625
12/05/97 29,100 $ 9.625
12/08/97 18,000 $ 9.625
(d)
Other persons have the right to receive dividends on 270,154 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.
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: January 9, 1998
