-----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, WX2v72FrbfEQUcdANJ0aWIlAKeWbbYtT6Ew8+olHuAh6kOjND/HaR/DA09IX/z8q X8T5DxzG00U/y4tyJoRX0Q== 0000916002-96-000036.txt : 19960906 0000916002-96-000036.hdr.sgml : 19960906 ACCESSION NUMBER: 0000916002-96-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960905 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: 1934 Act SEC FILE NUMBER: 005-37885 FILM NUMBER: 96626129 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: SEAFIELD CAPITAL CORP CENTRAL INDEX KEY: 0000830158 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 431039532 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2600 GRAND AVE STE 500 STREET 2: P O BOX 410949 CITY: KANSAS CITY STATE: MO ZIP: 64141 BUSINESS PHONE: 8168427000 MAIL ADDRESS: STREET 1: P.O. BOX 410949 STREET 2: 2600 GRAND AVENUE, SUITE 500 CITY: KANSAS CITY STATE: MO ZIP: 64141 FORMER COMPANY: FORMER CONFORMED NAME: BMA CORP /MO/ DATE OF NAME CHANGE: 19910520 FORMER COMPANY: FORMER CONFORMED NAME: SEAFIELD CAPTIAL CORP DATE OF NAME CHANGE: 19910520 FORMER COMPANY: FORMER CONFORMED NAME: BMA PROPERTIES INC DATE OF NAME CHANGE: 19880411 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* RESPONSE ONCOLOGY, INC. (Name of Issuer) Common Stock $.01 Par Value (1) (Title of Class of Securities) 761232-107 (CUSIP Number) Lathrop M. Gates, 2345 Grand Blvd., Suite 2800, Kansas City, MO 64108, (816) 292-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 8/29/96 (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. - ------- Check the following box if a fee is being paid with this statement. ------ (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). 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) (Page 1 of 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). (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Seafield Capital Corporation 43-1039532 (2) Check the Appropriate Box (a) if a Member of a Group* ------ (b) ------ (3) SEC Use Only (4) Source of funds* WC (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ------ (6) Citizenship or Place of Organization Missouri Number of Shares (7) Sole Voting Power beneficially Owned 5,030,790 by Each Reporting Person With (8) Shared Voting Power 26,067 (9) Sole Dispositive Power 5,030,790 (10) Shared Dispositive Power 26,067 (11) Aggregate Amount Beneficially Owned By Each Reporting Person 5,056,857 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* X ----- (13) Percent of Class Represented by Amount in Row (11) 58.8% (14) Type of Reporting Person* CO * See Instructions before Filling Out! 2 Item 1. Security and Issuer. This Amendment No. 8 ("Amendment No. 8") to Schedule 13D concerns the common stock, par value $.01 per share ("Common Stock") of Response Oncology, Inc. (formerly named Response Technologies, Inc.) ("Response"), whose principal executive offices are at 1775 Moriah Woods Boulevard, Memphis, Tennessee 38117. Amendment No. 8 amends an original report (the "Original Report") on Schedule 13D respecting a purchase of shares of Common Stock on October 31, 1990, as amended by Amendment No. 1 to Schedule 13D, dated August 2, 1991 ("Amendment No. 1"), Amendment No. 2 to Schedule 13D, dated November 11, 1991 ("Amendment No. 2"), Amendment No. 3 to Schedule 13D, dated June 9, 1992 ("Amendment No. 3"), Amendment No. 4 to Schedule 13D dated, August 4, 1992 ("Amendment No. 4"), Amendment No. 5 to Schedule 13D, dated May 13, 1993 ("Amendment No. 5"), Amendment No. 6 to Schedule 13D, dated February 17, 1995 ("Amendment No. 6") and Amendment No. 7 to Schedule 13D, dated June 24, 1996 ("Amendment No. 7") (collectively, Amendments No.1, No. 2, No.3, No. 4, No. 5, No.6 and No. 7 are sometimes referred to as the "Prior Amendments"). The Issuer is the same Issuer referred to in the Original Report and in the Prior Amendments; the current name of the Issuer reflects a change effective November 1995. The Common Stock is the same class of stock reported on in the Original Report and in the Prior Amendments; the par value of the common stock was changed in November 1995 as a result of a 1 for 5 reverse stock split. Item 2. Identity and Background. This report is filed by Seafield Capital Corporation ("Seafield") (formerly named BMA Corporation). Seafield is a Missouri corporation; the address of its principal executive office is 2600 Grand Boulevard, Suite 500, P.O. Box 410949, Kansas City, Missouri 64141. Seafield is a holding company engaged through its subsidiaries in various activities. Its principal interests are its 82% owned subsidiary, LabOne, Inc. (formerly named Home Office Reference Laboratory, Inc.), a provider of clinical, substance abuse and insurance laboratory testing services whose offices are located at 10310 West 84th Terrace, Lenexa, Kansas 66214, and its interest in Response. Through subsidiaries, Seafield also owns oil and gas, venture capital and real estate investments, as well as short-term and intermediate-term investment grade securities. Set forth in Schedule 1 hereto are the names, business addresses and principal occupations or employment of the executive officers and directors of Seafield. Each person listed on Schedule 1 is a United States citizen. During the past five years, neither Seafield nor to its knowledge, any of the persons identified in Schedule 1 has been (i) convicted in a criminal proceeding, or (ii) a party to a civil proceeding of a judicial or administrative body as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. On August 29, 1996 Seafield purchased from Response 909,090 shares (the "New Shares") of Response's Common Stock for an aggregate purchase price of $9,999,990 (or $11 per share). The funds used to make the purchase of Common Stock were proceeds received by Seafield as a result of 3 Response's simultaneous payment of all principal of and accrued interest on that certain Adjustable Rate Convertible Note, dated April 12, 1996, of Response payable to Seafield, in the principal amount of $10 Million (the 'Note"). Item 4. Purpose of the Transaction. Seafield purchased the New Shares simultaneously with Response's payment of the Note for the purpose of assisting Response in negotiating revisions to the terms of its principal credit facility (the "Credit Facility"), which revisions resulted in an increase in Response's borrowing base under the Credit Facility of approximately $8 Million. The additional funds made available to Response under the Credit Facility were utilized to consummate the acquisition of Rosenberg & Kalman, M.D., P.A. in Ft. Lauderdale, Florida in furtherance of Response's strategy of acquiring the assets of oncology practices and entering into long-term management agreements with the physicians associated with such practices for the management of the non-medical aspects of such practices. The shares of Response Common Stock acquired by Seafield on August 29, 1996 were acquired as an investment. Seafield recited in Amendment No. 6 that it is contemplating a merger with its 82% owned subsidiary, LabOne, Inc. and that such a merger would likely be preceded by a distribution to Seafield shareholders, or other disposition by Seafield, of its Response shares and other assets. On July 17, 1996, Response filed with the Securities and Exchange Commission a Registration Statement on Form S-2. The Registration Statement relates to 5,300,000 shares of Response Common Stock to be offered for sale in an underwritten offering. Six hundred thousand of those shares would be sold by Selling Shareholders (including 585,787 by Seafield). In addition, in connection with such offering, it is anticipated that the Selling Shareholders will grant the underwriters an option to acquire from them an additional 795,000 shares (approximately 776,168 from Seafield). However, there can be no assurance that the Registration Statement will become effective or that any shares of Response Common Stock will be sold by Seafield or others, pursuant thereto. Seafield has stated in the Original Report and the Prior Amendments that, except for rights granted to Seafield in the Securities Purchase Agreement filed as Exhibit (a) to Amendment No. 6, which rights are no longer material, it had no plans or proposals which relate to or would result in (i) the acquisition by any person of additional securities of Response, or the disposition of securities of Response; (ii) an extraordinary corporate transaction involving Response or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of Response or any of its subsidiaries; (iv) any change in the present board of directors or management of Response; (v) any material change in the present capitalization or dividend policy of Response; (vi) any other material change in Response's business or corporate structure; (vii) any change in Response's charter or bylaws which may impede the acquisition of control of Response by any person; (viii) causing a class of Response's securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of Response being eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any act similar to any of those enumerated above. The foregoing statement remains accurate, except as otherwise set forth herein. 4 Effective July 1, 1996, the maturity date of Seafield's loan to William H. West, M.D., Chairman of Response (which is referred to in Amendment No. 6) was extended until December 31, 1996. This loan is secured by Dr. West's pledge to Seafield of 26,067 shares of Response Common Stock. Item 5. Interest in Securities of the Issuer. (a), (b), (c) and (d) At present, Seafield beneficially owns 5,056,857 shares of Response Common Stock. Of those, Seafield currently has sole power to vote and dispose of 5,030,790 shares; however, with respect to 26,067 shares which have been pledged to it ("Pledged Shares") to secure an indebtedness of a member of Response's management to Seafield, Seafield does not have the right to exercise any voting or other rights (including the right to dividends) unless a default under the note evidencing such indebtedness ("Secured Note") or the pledge agreement respecting such indebtedness ("Pledge Agreement") occurs. All such rights, including the right to dividends on such shares are retained by the owner of such shares, who was the beneficiary of such indebtedness, unless and until a default occurs. Defaults include (i) failure to pay any obligation under the Secured Note or Pledge Agreement when the same is due, (ii) the death of the beneficiary of such indebtedness, the failure of the beneficiary to pay his debts or the institution of bankruptcy proceedings by or against the beneficiary, or (iii) the breach of any representation, warranty or agreement made by the beneficiary in the Secured Note or the Pledge Agreement. If such a default occurs, Seafield has rights under the Pledge Agreement which include the right to (a) receive all cash dividends payable with respect to the Pledged Shares, (b) exercise any and all voting and other rights with respect to the Pledged Shares, and (c) cause the Pledged Shares to be transferred of record into Seafield's name or the name of Seafield's nominee. The number of shares beneficially owned by Seafield constitutes approximately 58.8% of Response's outstanding Common Stock, calculated in accordance with Exchange Act Rule 13d-3(d)(1). This percentage does not reflect shares subject to issue upon exercise of warrants, stock options or upon conversion of shares of Series A Convertible Preferred Stock of Response presently outstanding and owned by persons other than Seafield. Certain of the persons named in Schedule 1 are known by Seafield to beneficially own shares of Response stock. To Seafield's knowledge, these shares were acquired by such persons solely for investment purposes and, except as noted below with respect to Mr. Herman, such persons have sole power to vote and dispose of such shares. Seafield disclaims any beneficial ownership in any of such shares. The persons known to Seafield to beneficially own such shares and the number of such shares beneficially owned by such persons (with an indication of the shares which there is a right to acquire) are as follows: Name Number of Shares Joseph T. Clark 243,040 W. Thoms Grant, II 6,400 Michael E. Herman 360 P. Anthony Jacobs 10,400 James R. Seward 10,400 5 Of the number of shares shown above, the following numbers consist of options which the indicated individuals have the right to exercise either presently or within 60 days: for Joseph T. Clark, 238,140; for W. Thomas Grant II, 6000; for P. Anthony Jacobs, 6000 and for James R. Seward, 6000. Of the number of shares shown above as beneficially owned by Mr. Herman, all are owned by his wife, and he disclaims beneficial ownership. (e) Not Applicable. Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer. In connection with Seafield's purchase of the New Shares, the Securities Purchase Agreement, dated September 26, 1990, as amended (said Agreement and Amendment No. 1 thereto are referred to in (a) and (c), respectively, of Item 7 of Amendment No. 6) was further amended by Amendment No. 2 to Securities Purchase Agreement ("Amendment No. 2"). Pursuant to Amendment No. 2, the registration rights provision in the Securities Purchase Agreement was extended to all shares of Response Common Stock owned by Seafield, including the New Shares. Item 7. Exhibits. 99.1 Second Amendment to Securities Purchase Agreement, dated August 29, 1996. 99.2 First Amendment to Note, dated as of July 1, 1996, relating to a change in the maturity of that certain Nonrecourse Promissory Note dated July 21, 1992, in the principal amount of $500,000, made by William H. West, M.D., Chairman of Response, and payable to the order of Seafield (See Exhibits 1 and 2 to Amendment No. 4 for the terms of said Nonrecourse Promissory Note). 99.3 Registration Statement under the Securities Act of 1933, on Form S-2, filed by Response Oncology, Inc. on July 17, 1996 (filed as Registration No. 333-8289 and incorporated herein by reference). 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. SEAFIELD CAPITAL CORPORATION By: /s/ P. Anthony Jacobs P. Anthony Jacobs, President Date: September 4, 1996 6 SCHEDULE 1 Directors of Seafield Capital Corporation Name, Occupation and Business Address Lan C. Bentsen, Managing Partner Remington Partners (investments) 3040 Post Oak Boulevard, Suite 200 Houston, Texas 77056 John C. Gamble, Managing Partner Allen, Matkins Leck, Gamble and Mallory (law) 18400 Von Karmen, 4th Floor Irvine, California 92715 William D. Grant, Consultant Seafield Capital Corporation 2600 Grand Boulevard, Suite 500 Post Office Box 410949 Kansas City, Missouri 64141 W. Thomas Grant, II, Chairman of the Board and Chief Executive Officer/Seafield Capital Corporation; Chairman of the Board, President and Chief Executive Officer/LabOne, Inc. 2600 Grand Boulevard, Suite 500 Post Office Box 410949 Kansas City, Missouri 64141 Michael E. Herman Private Investor 9300 Ward Parkway Post Office Box 8480 Kansas City, Missouri 64114 P. Anthony Jacobs, President and Chief Operating Officer Seafield Capital Corporation, 2600 Grand Boulevard, Suite 500 Post Office Box 410949 Kansas City, Missouri 64141 David W. Kemper, Chairman, President and Chief Executive Officer Commerce Bancshares, Inc. (banking) 1000 Walnut Street, 18th Floor Kansas City, Missouri 64106 7 John H. Robinson, Jr., Managing Partner Black & Veatch (design and construction) Corporate Woods, Building 27 10975 Grandview Overland Park, Kansas 66210 James R. Seward, Executive Vice President and Chief Financial Officer Seafield Capital Corporation 2600 Grand Boulevard, Suite 500 Post Office Box 410949 Kansas City, Missouri 64141 Dennis R. Stephen, Chief Operating Officer Tennessee Farmers Insurance Companies (insurance) Post Office Box 307 Columbia, Tennessee 38401 Executive Officers of Seafield Capital Corporation Name, Position and Business Address W. T. Grant, II Chairman of the Board and Chief Executive Officer/Seafield Capital Corporation Chairman of the Board, President and Chief Executive Officer/LabOne, Inc. 2600 Grand Boulevard, Suite 500 Post Office Box 410949 Kansas City, Missouri 64141 P. Anthony Jacobs, President and Chief Operating Officer Seafield Capital Corporation 2600 Grand Boulevard, Suite 500 Post Office Box 410949 Kansas City, Missouri 64141 James R. Seward, Executive Vice President and Chief Financial Officer Seafield Capital Corporation 2600 Grand Boulevard, Suite 500 Post Office Box 410949 Kansas City, Missouri 64141 Steve K. Fitzwater, Vice President, Chief Accounting Officer and Secretary Seafield Capital Corporation 2600 Grand Boulevard, Suite 500 Post Office Box 410949 Kansas City, Missouri 64141 8 Joseph T. Clark, President and Chief Executive Officer Response Oncology, Inc. 1775 Moriah Woods Boulevard Memphis, Tennessee 38117 9 EXHIBIT INDEX Ex. 99.1 Second Amendment to Securities Purchase Agreement, dated August 29, 1996. Ex. 99.2 First Amendment to Note, dated as of July 1, 1996, relating to a change in the maturity of that certain Nonrecourse Promissory Note dated July 21, 1992, in the principal amount of $500,000, made by William H. West, M.D., Chairman of Response, and payable to the order of Seafield (See Exhibits 1 and 2 to Amendment No. 4 for the terms of said Nonrecourse Promissory Note). Ex. 99.3 Registration Statement under the Securities Act of 1933, on Form S-2, filed by Response Oncology, Inc. on July 17, 1996 (filed as Registration No. 333-8289 and incorporated herein by reference). 10 EX-99 2 EXHIBIT 99.12 TO SCHEDULE 13D EXHIBIT 99.12 AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT This Amendment No. 2, dated August 29, 1996, is made to amend certain terms and provisions of the Securities Purchase Agreement dated September 26, 1990 between Response Technologies, Inc. (now named Response Oncology, Inc.), a Tennessee corporation (the "Company") and BMA Corporation (now named Seafield Capital Corporation), a Missouri corporation (the "Investor"), as previously amended by Amendment No. 1 to Securities Purchase Agreement dated as of July 25, 1991 (as previously amended said Securities Purchase Agreement is herein sometimes referred to as the "Agreement"). WHEREAS, contemporaneously the Company has paid to the Investor all principal of and accrued interest on that certain Adjustable Rate Convertible Note, dated April 12, 1996, evidencing a $10,000,000 loan made on said date by the Investor to the Company; and WHEREAS, contemporaneously the Investor is acquiring from the Company 909,090 shares of the Company's common stock, par value $0.01 per share (the "New Shares"), for a purchase price per share of Eleven Dollars ($11.00), subject to the Company entering into this Amendment No. 2, NOW, THEREFORE, in consideration of the premises and the Investor's contemporaneous purchase of the New Shares from the Company, the parties agree as follows: 1. Definitions. Defined terms used herein but not defined shall have the meanings respectively ascribed to them in the Agreement. 2. Registration Rights. The terms and provisions of Section 5.1 of the Agreement ("Registration Rights") shall apply to the Investor and the Company with respect to all shares of the Company's common stock, par value $0.01 per share, owned by the Investor from time to time, including without limitation all New Shares. To that end, the term "Shares" as used in said Section 5.1 shall hereafter include not only Warrant Shares as specified in said Section 5.1, but also any and all shares of the Company's common stock, par value $0.01 per share, acquired after the date of the Agreement whether constituting New Shares, shares acquired as a result of the Company's one-for- five reverse stock split effected in November, 1995, or otherwise. 3. Representations, Etc. 1 EXHIBIT 99.12 (a) The Investor represents that it has knowledge and experience in financial and business matters generally and that it has had access to the Company's records, operational affairs and other matters continually since October, 1990 as a result of the Investor's representation on the Company's Board of Directors, which commenced on that date. Accordingly, the Investor is capable of evaluating the merits and risks of its purchase of the New Shares and is able to bear the economic risks of said investment. The New Shares are being acquired by the Investor solely for the Investor's own account and with no present intention of making a public distribution thereof within the meaning the Securities Act of 1933, as amended (the "Securities Act") other than pursuant to a registration declared effective by the Securities and Exchange Commission. The Investor is aware that none of the New Shares have been registered under the Securities Act or any state securities laws and that, accordingly, the New Shares must be held indefinitely unless they are subsequently registered or an exemption from such registration is available. (b) The Investor agrees that the provisions of Section 2.7 ("Transfer") of the Agreement shall apply to the New Shares. (c) The Company represents that the Investor's purchase of the New Shares has been approved by the Company's Board of Directors; that the Investor representatives on the Board of Directors did not participate in or vote upon such approval; that the Tennessee Business Combination Act, as such term is defined in Chapter 35 of the Tennessee Business Corporation Act (the "Corporation Act") is not applicable to the Investor; and that the Tennessee Control Share Acquisition Act, as such term is defined in Chapter 35 of the Corporation Act, is not applicable to the Company nor to the Investor with respect to the New Shares. 4. Legal Opinion. The Company shall contemporaneously herewith cause its counsel to deliver to the Investor an opinion to the effect that, among other things, the New Shares are duly authorized, validly issued and outstanding, fully paid and non-assessable, which opinion shall be in form reasonably acceptable to the Investor. 5. Stock Market Listing. The Company shall contemporaneously herewith or promptly hereafter take all actions, including without limitation furnishing notification under NASD Rule 4310(c)(17), and pay all fees and expenses necessary to cause the New Shares to be included in and eligible for trading on the NASDAQ National Market. 6. Binding Effect; Inurement; Assignment. (a) This Amendment No. 2 and all of its terms and provisions shall be binding upon and shall inure to the benefit of the Company and the Investor and their respective successors and assigns. The Company acknowledges and agrees that the rights and 2 EXHIBIT 99.12 privileges afforded the Investor in the Agreement as amended, including without limitation those rights and privileges in Section 5.1 of the Agreement, are held, owned and possessed by the Investor, and all obligations of the Company under or pursuant to the Agreement as amended inure to the benefit of the Investor and its successors and assigns, notwithstanding (or as a result of) the previous assignment by the Investor to its then wholly owned subsidiary, Dakota Ventures, Inc., of the Investor's rights and privileges under the Agreement and the subsequent merger of the subsidiary into the Investor. (b) The Investor may assign its rights and privileges under the Agreement and this Amendment No. 2 to an entity which at the time of such an assignment constitutes a wholly-owned subsidiary of the Investor if simultaneously with such assignment there are transferred to said subsidiary some or all of either the New Shares or other shares of the Company's common stock, par value $0.01 per share, then owned by the Investor. Notwithstanding the Investor's assignment of such rights and privileges to a wholly owned subsidiary, the Investor shall remain responsible for its representations herein contained. 7. Notices. All notices, requests and other communications under this Amendment No. 2 shall be made as provided in the Agreement. 8. Choice of Law. This Amendment No. 2 shall be governed by and construed in accordance with the laws of the State of Tennessee without giving effect to the principles of conflict of law. 9. Counterparts. This Amendment No. 2 may be executed in counterparts which together shall constitute one and the same instrument. 10. Entire Agreement. This Amendment No. 2, together with the Agreement, constitutes the entire agreement between the Company and the Investor relating to the subject matter hereof and there are no terms other than those contained herein and in the Agreement. Except as amended herein and hereby, the terms and provisions of the Agreement shall remain in full force and effect. This Amendment No. 2 may not be modified or amended except in writing signed by both parties hereto. IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be executed on their respective behalves on the date first above written. COMPANY: RESPONSE ONCOLOGY, INC. By: -------------------------------------- 3 EXHIBIT 99.12 Name: ------------------------------------ Title: ------------------------------------ INVESTOR: SEAFIELD CAPITAL CORPORATION By: ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ 4 EX-99 3 EXHIBIT 99.2 TO SCHEDULE 13D EXHIBIT 99.2 EXTENSION AGREEMENT This Extension Agreement is made as of the first day of July, 1996 between William H. West, M. D. (hereinafter, the "Borrower") and Seafield Capital Corporation, a Missouri corporation (hereinafter, the "Lender"). WHEREAS, on July 21, 1992, Lender loaned $500,000 to Borrower as evidenced by that certain Non-Recourse Promissory Note dated July 21, 1992 in the principal amount of $500,000 (the "Note"); and WHEREAS, the Note bears interest at the rate of 6.74% per annum and matures July 21, 1996; and WHEREAS, payment of the principal of and all interest on the Note is secured by that certain Stock Pledge Agreement dated July 21, 992, between Borrower and Lender (the "Stock Pledge Agreement"), pursuant to which Borrower pledged 130,333 shares (now 26,067 shares following a 1-for-5 reverse stock split effective November, 1995) of the common stock of Response Technologies, Inc. (now named Response Oncology, Inc.) ("Response") to Lender as collateral for the repayment of the principal of and interest on the Note; and WHEREAS, the parties to the Note and Stock Pledge Agreement desire to extend the maturity date of the Note; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration receipt whereof is hereby acknowledged, the parties agree as follows: 1. Extension of Maturity Date. The maturity date of the Note shall be changed from July 21, 1996 to December 31, 1996, at which time all outstanding principal of and all accrued interest on the Note shall be due and payable in full. 2. Remaining Provisions. All provisions of the Note and the Stock Pledge Agreement (other than the maturity date) as contained in the Note and Stock Pledge Agreement shall remain in full force and effect and, specifically, without limiting the general scope of this Agreement, the pledge of shares of Response stock pursuant to the Stock Pledge Agreement shall remain in full force and effect, pursuant to and subject to all of the terms and conditions of the Stock Pledge Agreement, notwithstanding the extension of the maturity date of the Note as herein provided. 3. General. This Agreement shall be construed under the internal laws of Missouri. This Agreement shall remain in effect until all Obligations as defined in the 1 EXHIBIT 99.2 Stock Purchase Agreement have been paid. The undersigned hereby waives, to the extent such waiver is not prohibited by law, any and all rights under the Uniform Commercial Code of Missouri and other applicable law. This Agreement shall inure to the benefit of the Lender, its successors and assigns and shall be binding upon the Borrower and his heirs, executors, administrators and assigns. IN WITNESS WHERE, the parties hereto have executed or caused to be executed this Extension Agreement as of July 1, 1996. --------------------------------------- William H. West, M.D. SEAFIELD CAPITAL CORPORATION By: --------------------------------- Name: --------------------------------- Title: --------------------------------- 2 -----END PRIVACY-ENHANCED MESSAGE-----