-----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, Lq9TCgom7uNjGzePBPWvOfIp/+STT7LgNiuz/ohAbCt+opLFx33GEf5dHXoUObxn Az6FIpRr9fualqiIi7R9ZA== 0000830158-97-000009.txt : 19970618 0000830158-97-000009.hdr.sgml : 19970618 ACCESSION NUMBER: 0000830158-97-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970604 ITEM INFORMATION: Other events FILED AS OF DATE: 19970617 SROS: NASD FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16946 FILM NUMBER: 97625097 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 8-K 1 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: June 4, 1997 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) 5000 W. 95th Street, Suite 260 P. O. Box 7568 Shawnee Mission, KS 66207 ----------------------------------------------------------------- (Address of principal executive offices) (Zip code) (913) 652-1000 ----------------------------------------------------------------- (Registrant's telephone number, including area code) 2600 Grand Blvd., Suite 500 P.O. Box 410949 Kansas City, MO 64141 ------------------------------------------------------------------ (Registrants former address, changed since last report) Item 5. Other Events On June 4, 1997, the Registrant issued the following news release: Seafield Capital Corporation (Seafield) announced today that its 67% owned subsidiary, Response Oncology, Inc., (Response) has filed with the Securities and Exchange Commission an amendment to a previously filed Registration Statement on Form S-2, converting such Registration Statement to a Form S-3 (Registration number 333-08289), covering 8,752,546 presently outstanding shares of its common stock to facilitate a sale or other distribution of such shares by Response shareholders. Because of market conditions subsequent to the original filing on Form S-2 in mid-1996, Response chose not to pursue a public offering and sought acquisition financing from Seafield. In association with such financing, Response agreed to register shares of Response common stock owned by Seafield. Of the shares being registered, 8,077,392 shares are held by Seafield which has been a shareholder of Response since 1990. The remaining shares are being registered on behalf of certain other Response shareholders pursuant to registration rights agreements. When the registration statement becomes effective, Seafield intends to distribute to its shareholders, pro rata as a dividend, all shares of Response common stock owned by it on the basis of approximately 1.24 Response shares for each share of Seafield common stock owned. It is anticipated that the distribution will occur in the month of July, 1997. The distribution will be made only by means of a Prospectus mailed to Seafield shareholders. 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. Response is a comprehensive cancer management company which owns and/or operates a network of outpatient treatment centers, or IMPACT(trademark) Centers, which provide stem cell supported, high dose chemotherapy and other advanced cancer treatment services under the direction of practicing oncologists; owns the assets of and manages the business aspects of oncology practices; and conducts clinical cancer research on behalf of pharmaceutical manufacturers. Approximately 350 medical oncologists are affiliated with Response. The common stock of Response is traded on the NASDAQ National Market under the symbol "ROIX". 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: June 16, 1997 By: /s/ Steven K. Fitzwater --------------------------- Steven K. Fitzwater Vice President, Chief Accounting Officer and Secretary -----END PRIVACY-ENHANCED MESSAGE-----