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: June 4, 1997
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)
5000 W. 95th Street, Suite 260
P. O. Box 7568
Shawnee Mission, KS 66207
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(Address of principal executive offices) (Zip code)
(913) 652-1000
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(Registrant's telephone number, including area code)
2600 Grand Blvd., Suite 500 P.O. Box 410949 Kansas City, MO 64141
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(Registrants former address, changed since last report)
Item 5. Other Events
On June 4, 1997, the Registrant issued the following news release:
Seafield Capital Corporation (Seafield) announced today that its 67% owned
subsidiary, Response Oncology, Inc., (Response) has filed with the
Securities and Exchange Commission an amendment to a previously filed
Registration Statement on Form S-2, converting such Registration Statement
to a Form S-3 (Registration number 333-08289), covering 8,752,546 presently
outstanding shares of its common stock to facilitate a sale or other
distribution of such shares by Response shareholders. Because of market
conditions subsequent to the original filing on Form S-2 in mid-1996,
Response chose not to pursue a public offering and sought acquisition
financing from Seafield. In association with such financing, Response
agreed to register shares of Response common stock owned by Seafield. Of
the shares being registered, 8,077,392 shares are held by Seafield which
has been a shareholder of Response since 1990. The remaining shares are
being registered on behalf of certain other Response shareholders pursuant
to registration rights agreements.
When the registration statement becomes effective, Seafield intends to
distribute to its shareholders, pro rata as a dividend, all shares of
Response common stock owned by it on the basis of approximately 1.24
Response shares for each share of Seafield common stock owned. It is
anticipated that the distribution will occur in the month of July, 1997.
The distribution will be made only by means of a Prospectus mailed to
Seafield shareholders.
These securities may not be sold nor may offers to buy be accepted prior to
the time the Registration Statement becomes effective. The foregoing
announcement shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Response is a comprehensive cancer management company which owns and/or
operates a network of outpatient treatment centers, or IMPACT(trademark)
Centers, which provide stem cell supported, high dose chemotherapy and
other advanced cancer treatment services under the direction of practicing
oncologists; owns the assets of and manages the business aspects of
oncology practices; and conducts clinical cancer research on behalf of
pharmaceutical manufacturers. Approximately 350 medical oncologists are
affiliated with Response.
The common stock of Response is traded on the NASDAQ National Market under
the symbol "ROIX".
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: June 16, 1997 By: /s/ Steven K. Fitzwater
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Steven K. Fitzwater
Vice President, Chief Accounting
Officer and Secretary
