SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: October 30, 1995
Seafield Capital Corporation
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(Exact name of registrant as specified in its charter)
Missouri 0-16946 43-1039532
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(State of other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
2600 Grand Ave. Suite 500
P. O. Box 410949
Kansas City, MO 64141
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(Address of principal executive offices) (Zip code)
(816) 842-7000
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(Registrant's telephone number, including area code)
Item 5. Other Events
On October 23, 1995, Seafield Capital Corporation (Seafield) issued a news
release. The text of the news release is as follows:
Seafield Capital Corporation's 59% owned subsidiary, Response Technologies,
Inc., today announced plans to effect a one-for-five reverse stock split of its
common stock; delist its common stock from the American Stock Exchange (Amex:
RTK) and begin trading on the Nasdaq National Market under the symbol ROIX
starting Thursday, October 26, 1995; and change its name from "Response
Technologies, Inc." to "Response Oncology, Inc." The aforementioned reverse
stock split and name change are contingent upon approval by a majority of
shareholders at a Special Meeting of Shareholders to be held on November 1,
1995, and pending such approval will take effect November 2, 1995. In addition,
Response announced that it has retained Smith Barney Inc. to assist in the
development of a physician practice acquisition and management strategy,
including the development of financing alternatives for such contemplated
acquisitions.
Response's reverse stock split and the move to the Nasdaq National Market help
to better position the company with respect to the capital markets. The name
change to Response Oncology reflects the focus of the company. More
importantly, Response is very excited by the prospects of expanding
relationships with some of its oncologists in the high dose chemotherapy
programs to include acquisition and management of their practices. Response's
data collection, analysis and outcomes reporting relative to advanced cancer
therapies provides a natural segue into information management of the full
spectrum of cancer care. These disease management capabilities will provide a
significant competitive advantage to its groups in winning managed care
contracts. Response has entered into a letter of intent to purchase
and manage the assets of a leading oncology-hematology practice, and expects
that further acquisitions will be forthcoming. Response is currently evaluating
means of optimally financing these acquisitions, and it is contemplated that
such acquisitions will be financed through combinations of cash, debt and
equity. However, there are no assurances that Response will successfully
consummate the acquisitions of this or any additional practices. Response
is affiliated with over 300 oncologists in 21 states through its stem cell
program, presenting an entree to potential acquisition relationships.
The common stock of Response Technologies, Inc. is currently traded on the
American Stock Exchange (AMEX) under the symbol RTK. On October 26, 1995, the
common stock will begin trading on the Nasdaq National Market under the symbol
ROIX. Effective November 2, 1995 (subject to shareholder approval), the common
stock will trade under the symbol ROIXD for an interim period to denote
occurrence of the one-for-five reverse stock split.
On October 24, 1995, Seafield Capital Corporation (Seafield) issued a news
release. The text of the news release is as follows:
Seafield Capital Corporation's 82% owned subsidiary, LabOne, Inc., today
announced that Bert Hood has resigned his position as chairman, president and
chief executive officer of LabOne. Hood plans to pursue other business
interests. W. Thomas Grant II, chairman of the board and chief executive
officer of Seafield, will fill the vacancies left by Hood.
Thomas J. Hespe, who recently joined LabOne as Executive Vice President of
Sales, will head the company's Lab Card (trademark) sales efforts. The Lab
Card Program provides outpatient laboratory services to self-funded employers
and insurance companies nationwide. LabOne's Lab Card Program, representing
over a quarter million lives, is gaining widespread recognition as an
innovative new carve-out benefit for the health care industry.
LabOne will release third quarter 1995 results in about a week. LabOne
estimates that net earnings per share for the third quarter 1995 will be
approximately $0.02. Net earnings for the third quarter 1994 were also $0.02.
During the third quarter 1995, operating income was reduced by a previously
announced, one-time expense of $0.5 million, or $0.03 per share. During the
third quarter 1994, LabOne incurred a restructuring charge of $1.6 million, or
$0.08 per share.
LabOne operates a centralized laboratory in the Kansas City area which markets
clinical, substance-abuse and insurance laboratory services nationwide.
Seafield also will release consolidated third quarter 1995 results in about a
week.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized officer.
Seafield Capital Corporation
Date: October 30, 1995 By: /s/ Steven K. Fitzwater
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Steven K. Fitzwater
Vice President, Chief Accounting
Officer and Secretary
