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: January 17, 1996
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 January 2, 1996, the Registrant's 59% owned subsidiary, Response Oncology,
Inc. ("Response") acquired (the "Transaction") from eight (8) unaffiliated
individual sellers (the "Sellers") 100% of the issued and outstanding common
stock (the "Acquired Stock") of Oncology Hematology Group of South Florida,
Inc., a Florida corporation (the "Acquired Business"). The total consideration
(the "Purchase Price") for the Acquired Stock was approximately $12.1 million,
approximately $5.3 million of which was paid in cash, approximately $5.0
million paid in the form of Response's long-term unsecured interest-bearing
amortizing promissory note (the "Long-Term Note") and the balance being paid
over 16 calendar quarters at the rate of $50,000 per quarter. The quarterly
payments of interest and principal under the Long-Term Note may, at the
election of the Sellers, acting through a duly-appointed attorney-in-fact, be
paid in shares of common stock of Response (the "Common Stock") based on a
conversion price in excess of the current market price of Response's common
stock. The delivery of the Long-Term Note and Response's Common Stock
potentially issuable by Response in full or partial satisfaction of the Long-
Term Note have not been registered under the Securities Act of 1933 in reliance
upon an exemption from such registration.
The Acquired Stock was purchased by Response directly from the Sellers, who
constituted all of the stockholders of the Acquired Business. Upon
consummation of the Transaction, the Acquired Business became a wholly owned
subsidiary of Response, the assets of which include medical equipment, accounts
receivable, office furnishings and fixtures, rights under a certain sublease
for certain office space, employee base and expertise, know-how in respect of
management of a medical practice in the oncology and hematology specialty,
computer systems, accounting books and records and other intangible assets.
Such assets were historically used in the conduct by the Acquired Business of a
group medical practice in the oncology and hematology specialty.
Simultaneous with the consummation of the Transaction, a newly-formed
professional association wholly owned by the Sellers and formed to continue the
group medical practice theretofore conducted by the Sellers (the "New PC")
entered into a long-term management services agreement (the "Service
Agreement") with the New PC providing for the management by Response of the
non-medical aspects of the practice thereafter conducted by the New PC.
Pursuant to the Service Agreement, Response will manage the non-medical aspects
of the New PC's business and will permit the New PC to use office space,
equipment and other assets owned or leased by Response in exchange for an
agreed-upon management fee.
The cash portion of the Purchase Price was provided from working capital of
Response.
Response announced on January 2, 1996 the appointment of Leonard A. Kalman,
M.D. to Response's Board of Directors. Dr. Kalman, a co-medical director of
the Baptist Hospital of Miami Regional Cancer Center, is a practicing
oncologist with the Oncology Hematology Group of South Florida. Dr. Kalman
is a graduate of Wesleyan University, and the Duke University School of
Medicine. Among his other appointments, Dr. Kalman was a fellow in medical
oncology at the Memorial Sloan Kettering Cancer Center in New York. He has
been in private practice in Miami, Florida since 1982.
Additionally, Response announced that Joseph T. Clark has been named as Chief
Executive Officer of Response in addition to his duties as President. This
will allow Response's Chairman, William H. West, M.D., to concentrate on
medical and scientific affairs of Response, particularly in connection with
refining disease management capabilities to support managed care marketing.
Mr. Clark has served as President of Response since 1993.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements: none
(b) Pro Forma Financial Information: none
(c) Exhibits: Form of agreement filed with Response's current
report on Form 8K of:
(1) Stock Purchase Agreement by and among Response Oncology,
Inc., Stockholders of Oncology Hematology Group of South Florida, P.A. and
South Florida Oncology Hematology Associates, P.A. dated December 28, 1995.
(2) Service Agreement between Response Oncology, Inc. and
Oncology Hematology Group of South Florida, P.A. dated January 2, 1996.
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: January 17, 1996 By: /s/ Steven K. Fitzwater
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Steven K. Fitzwater
Vice President, Chief Accounting
Officer and Secretary