1
UNITED STATES
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 (Date of earliest event reported): June 20, 1996
SEAFIELD CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
MISSOURI
(State or other jurisdiction of incorporation)
0-16946 43-1039532
(Commission File Number) (I.R.S. Employer Identification No.)
2600 Grand Blvd., Suite 500, P.O. Box 410949, Kansas City, MO 64141
(Address of principal executive offices, including Zip Code)
(816) 842-7000
(Registrant's telephone number, including Area Code)
Not Applicable
(Former name or former address, if changed since last report)
2
Item 5. Other Events.
On June 20, 1996, the Registrant's 54% owned subsidiary, Response
Oncology, Inc. ("Response"), acquired (the "Transaction") from
Jeffrey L. Paonessa, M.D. (the "Seller") 100% of the outstanding common stock
(the "Acquired Stock") of Jeffrey L. Paonessa, M.D., P.A. (the "Acquired
Business"). The total consideration (the "Purchase Price") paid for the
Acquired Stock was approximately $9.5 million in cash, $5.1 million in
Response's unsecured, subordinated promissory note payable on or before
December 1, 1998, with the balance being paid by delivery of 196,154 restricted
shares of common stock of Response ("Common Stock"), valued at approximately
$1.9 million. The Note may, at the election of the holder, be paid in shares
of Response Common Stock based on a price of $15.50 per share. The delivery of
the Response Common Stock as partial consideration for the Acquired Stock,
the Note and the Response Common Stock potentially issuable by Response in full
or partial satisfaction 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
Seller. At the time of the Transaction, the Seller had no 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 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 Seller and formed to continue the
group medical practice theretofore conducted by the Seller (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.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements: none
(b) Pro Forma Financial Information: none
(c) Exhibits: Form of the following agreement filed with Response's
current report on Form 8-K:
99.1. Stock Purchase Agreement by and among Response Oncology,
Inc., Jeffrey L. Paonessa, M.D. and J. Paonessa, M.D., P.A.
dated as of June 19, 1996.
3
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.
SEAFIELD CAPITAL CORPORATION
Dated: July 9, 1996 By: /s/ Steven K. Fitzwater
----------------------------
Steven K. Fitzwater
Vice President, Chief
Accounting Officer
and Secretary