-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uj5QX3VV4y3xxoKdbsrKvGmRx7f2bnBiYjtGaPCHOgBcY7PHzbvElijISt0lPeum td9B2xhaBsCiqUjc9NRj4A== 0000830158-98-000001.txt : 19980112 0000830158-98-000001.hdr.sgml : 19980112 ACCESSION NUMBER: 0000830158-98-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980109 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RESPONSE ONCOLOGY INC CENTRAL INDEX KEY: 0000763098 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 621212264 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37885 FILM NUMBER: 98503975 BUSINESS ADDRESS: STREET 1: 1775 MORIAH WOODS BLVD CITY: MEMPHIS STATE: TN ZIP: 38117 BUSINESS PHONE: 9017617000 MAIL ADDRESS: STREET 1: 1775 MORIAH WOODS BLVD CITY: MEMPHIS STATE: TN ZIP: 38117 FORMER COMPANY: FORMER CONFORMED NAME: RESPONSE TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BIOTHERAPEUTICS INC DATE OF NAME CHANGE: 19891221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRANT WILLIAM D CENTRAL INDEX KEY: 0000901157 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SEAFIELD CAPITAL CORPORATION STREET 2: 2600 GRAND AVENUE STE 500 CITY: KANSAS CITY STATE: MO ZIP: 64108 BUSINESS PHONE: 8168427000 MAIL ADDRESS: STREET 1: SEAFIELD CAPITAL CORP STREET 2: 2600 GRAND AVENUE SUITE 500 CITY: KANSAS CITY STATE: MO ZIP: 64108 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 1) Under the Securities Exchange Act of 1934 RESPONSE ONCOLOGY, INC. (Name of Issuer) Common Stock $.01 Par Value (Title of Class of Securities) 761232-107 (CUSIP Number) William D. Grant, One Ward Parkway, Suite 130, Kansas City, MO 64112, (816) 931-9800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 12/08/97 (Date of Event which Requires Filing of this Statement) If the reporting person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box. ______ Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to be sent. (Continued on following pages) __________________________________________________________________________ *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP Number 761232-107 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person William D. Grant ###-##-#### (2) Check the Appropriate Box (a)______ if a Member of a Group* (b)______ (3) SEC Use Only (4) Source of funds* PF (note 1) (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ______ (6) Citizenship or Place of Organization United States Number of Shares (7) Sole Voting Power beneficially Owned 818,306 by Each Reporting Person With (8) Shared Voting Power 177,271 (9) Sole Dispositive Power 818,306 (10) Shared Dispositive Power 177,271 (11) Aggregate Amount Beneficially Owned By Each Reporting Person 995,577 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* _____ (13) Percent of Class Represented by Amount in Row (11) 8.3% (14) Type of Reporting Person* IN * See Instructions before Filling Out! - ------------------------------------------------------------------------- Note 1 - No funds were expended. All shares beneficially owned were distributed as a dividend by Seafield Capital Corporation (now named "Lab Holdings, Inc."). This Amendment No. 1 ("Amendment No. 1") to Schedule 13D relates to the Common Stock, par value $.01 per share ("Common Stock"), of Response Oncology, Inc., a Tennessee corporation ("Response"), whose principal executive offices are located at 1775 Moriah Woods Boulevard, Memphis, Tennessee 38117. Amendment No. 1 amends an original report (the "Original Report") on Schedule 13D respecting an acquisition of shares of Response Common Stock on July 25, 1997. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Original Report. Item 3. Source and Amount of Funds or Other Consideration. -- Add the following: The aggregate sales price of the shares of Response Common Stock previously reported by the Reporting Person, which have subsequently been sold, is $3,329,134. Item 4. Purpose of the Transaction. -- Add the following: The sales reported in this Amendment No. 1 reflect a strategy adopted by several family trusts with respect to which the Reporting Person has certain investment and voting powers; this strategy is to sell all shares of Response Common Stock held by such trusts, over a several month period of time. Follwing the sales herein reported, said trusts have remaining holdings aggregating 336,933 shares. The aforementioned strategy does not relate to the 658,644 shares owned directly by the Reporting Person and his wife. Item 5. Interest in Securities of the Issuer. -- Add the following: (a) and (b) William D. Grant beneficially owned 995,577 shares of Response Common Stock at December 31, 1997. Mr. Grant has sole power to vote and dispose of 818,306 of such shares and shares voting and dispositive powers as to 177,271 of such shares. The number of shares beneficially owned by William D. Grant at December 31, 1997 constitutes approximately 8.3% of Response's outstanding Common Stock; all of such shares were acquired pursuant to the Distribution described in the Original Report. This percentage does not reflect shares subject to issue upon the exercise of stock options or the conversion of any convertible securities of Response. Because the administration of the family trusts referred to above is carried out by UMB Bank, N.A., Kansas City, Missouri and there is a time lag between the execution of sales by said bank and the receipt of information with respect thereto by the Reporting Person, the number of shares of Response Common Stock beneficially owned by the Reporting Person on the date hereof may differ from the number(s) indicated above. (c) The table below set forth information with respect to sales of Response Common Stock previously reported as being beneficially owned by the Reporting Person. All sales were by one or more of the family trusts referred to above. In each case the transactions took place in the NASDAQ Stock Market. Date Sold Price Per Share - --------- -------- --------------- 10/02/97 35,400 $ 9.432 10/03/97 22,600 $ 9.375 10/06/97 2,000 $ 9.375 10/09/97 8,550 $ 8.688 10/10/97 2,500 $ 8.75 10/13/97 21,613 $ 8.762 10/14/97 15,000 $ 8.625 10/15/97 5,000 $ 8.563 10/15/97 33,275 $ 8.875 11/03/97 13,150 $ 9.976 11/07/97 2,500 $ 9.75 11/10/97 3,875 $ 9.75 11/11/97 2,500 $ 9.75 11/17/97 20,300 $ 9.25 11/18/97 5,000 $ 9.125 11/20/97 34,875 $ 8.973 11/24/97 15,094 $ 9.328 12/02/97 30,025 $ 9.875 12/03/97 26,400 $ 9.875 12/04/97 10,000 $ 9.625 12/05/97 29,100 $ 9.625 12/08/97 18,000 $ 9.625 (d) Other persons have the right to receive dividends on 270,154 shares of Response Common Stock beneficially owned by William D. Grant. None of them has such interest in more than 5% of the described class of securities. (e) Inapplicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ W. D. Grant ------------------ William D. Grant Date: January 9, 1998 -----END PRIVACY-ENHANCED MESSAGE-----