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: September 3, 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 2. Acquisition or Disposition of Assets.
On September 3, 1996, the Registrant's 58% owned subsidiary,
Response Oncology, Inc. (Response), acquired (the "Transaction") from
Alfred M. Kalman, M.D. and Abraham Rosenberg, M.D. (the "Sellers") 100%
of the outstanding common stock (the "Acquired Stock") of Rosenberg &
Kalman, M.D., P.A. (the "Acquired Business"). The total consideration
(the "Purchase Price") paid for the Acquired Stock was approximately
$8.1 million in cash and $1.9 million in Response's unsecured,
subordinated promissory notes payable on or before August 30, 2001. The
Notes may, at the election of the holders, be paid in shares of Response
Common Stock based on a price equal to 110% of the lesser of $12.50 per share
or the average closing price per Share on The Nasdaq Stock Market's National
Market for the ten trading days immediately preceding the Closing Date.
The issuance and delivery of Response common stock in full or partial
payment of the 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. At the time of the Transaction, neither Seller had a material
relationship with Response. The assets of the Acquired Business include
medical equipment, accounts receivable, office furnishings and fixtures,
rights under a certain lease for certain office space, employee base and
expertise, know-how in respect of business management of a medical
oncology and hematology practice, 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 medical 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 PA") entered into a long-term management services
agreement (the "Service Agreement") with Response providing for the
management by Response of the non-medical aspects of the practice
thereafter conducted by the New PA. Pursuant to the Service Agreement,
Response will manage the non-medical aspects of the New PA's business
and will permit the New PA 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 the
proceeds of a draw on Response's unsecured acquisition credit facility
provided through a syndicate of commercial banks led by NationsBank of
Tennessee, N.A. Borrowings under such facility bear interest at a rate
equal to LIBOR plus 2 5/8%, and are payable on or before May 31, 1998.
The Registrant has exchanged its $10 million loan to Response for
an equity investment in the form of 909,090 shares of common stock, $.01
par value per share.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
It is impracticable for the Registrant to provide with this Current
Report the interim financial statements for the Acquired Business
required to be filed pursuant to Rule 3-05 of Regulation S-X and pro
forma financial information required to be filed pursuant to Article 11
of Regulation S-X because all such financial statements and information
are presently not available. Such financial statements and pro forma
financial information shall be filed as soon as they become available,
but in any event no later than November 15, 1996.
(c) Exhibits
10(a) Form of the Stock Purchase Agreement among Response
Oncology, Inc., Alfred M. Kalman, M.D. and Abraham Rosenberg, M.D. dated
as of September 1, 1996
10(b) Form of the Service Agreement among Response Oncology,
Inc., Rosenberg & Kalman, M.D., P.A., R&K, M.D., P.A. and Stockholders
of R&K, M.D., P.A. dated as of September 1, 1996. Portions of this
exhibit have been omitted and filed separately by Response with the
Commission pursuant to a claim for confidential treatment.
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: September 17, 1996 By: /s/ Steven K. Fitzwater
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Steven K. Fitzwater
Vice President, Chief Accounting
Officer and Secretary