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: July 17, 1996 Seafield Capital Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Missouri 0-16946 43-1039532 ----------------------------------------------------------------- (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 ----------------------------------------------------------------- (Address of principal executive offices) (Zip code) (816) 842-7000 ----------------------------------------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events On July 17, 1996, the Registrant announced that its 54% owned subsidiary, Response Oncology, Inc. (Response), has filed a registration statement with the Securities and Exchange Commission with respect to the public offering of 5,300,000 shares of Response's common stock. Of the 5,300,000 shares expected to be offered, 4,700,000 shares are being offered by Response and 600,000 shares by selling shareholders, principally Seafield. It is anticipated that the offering will commence in late September. Smith Barney, Inc. and J.C. Bradford & Company are named in the registration statement as co-managing underwriters of the proposed offering. The registration statement relating to the securities described above has been filed with the Securities and Exchange Commission but has not yet become effective. 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. 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: July 30, 1996 By: /s/ Steven K. Fitzwater --------------------------- Steven K. Fitzwater Vice President, Chief Accounting Officer and Secretary