-----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, SIdxIGp2CdRO8HnPlEWwB6pKnbryQLYEhoAhcIcncULWDMSuX4qfZFe+g+1W/XQI wBKO5B92SeAuC3e8aPyW7g== 0000830158-97-000010.txt : 19970709 0000830158-97-000010.hdr.sgml : 19970709 ACCESSION NUMBER: 0000830158-97-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970701 ITEM INFORMATION: Other events FILED AS OF DATE: 19970708 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: 97637127 BUSINESS ADDRESS: STREET 1: 5000 W 95TH STREET SUITE 260 STREET 2: P O BOX 7568 CITY: SHAWNEE MISSION STATE: KS ZIP: 66207 BUSINESS PHONE: 9136521000 MAIL ADDRESS: STREET 1: 5000 W 95TH STREET SUITE 260 STREET 2: P O BOX 7568 CITY: SHAWNEE MISSION STATE: KS ZIP: 66207 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: July 1, 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 -------------------------------------------------------------------- (Registrant's former address) Item 5. Other Events On July 1, 1997, the Registrant issued the following news release: "Seafield Capital Corporation (Seafield) announced today that the Seafield Board of Directors has declared a dividend to its shareholders of record on July 11, 1997 of all shares of common stock of Response Oncology, Inc. (Response) owned by Seafield (i.e., 8,077,392 shares). Approximately 1.24 shares of Response common stock will be distributed for each share of Seafield common stock outstanding. Share certificates will be mailed on or about July 25, 1997. The effective ex-dividend date established by the NASD for the distribution is July 28, 1997. Sales of Seafield stock with trading dates of July 9 through July 25 will have "due bills" attached to the sales. Sellers during this period will therefore be required to forward Response stock to the purchaser when received. The Seafield Board believes that the separation of Seafield's ownership interest in Response from Seafield's core laboratory testing business will provide investors a sharper focus as to the particular merits of each of those investments and therefore provide Seafield shareholders with a better recognition of the value of each of those investments. The Securities and Exchange Commission today declared effective the Registration Statement of Response, thereby enabling the distribution to proceed. Response common stock is traded on the NASDAQ national market under the symbol "ROIX". The closing price of Response common stock, as reported on NASDAQ on June 30, 1997 was $7.375 per share. The Distribution is being made only by means of a Prospectus. The Prospectus contains information regarding Response and the proposed distribution. Copies of the Prospectus may be obtained from Seafield at 5000 W. 95th Street, Suite 260, Post Office Box 7568, Shawnee Mission, Kansas 66207 or from Response at 1775 Moriah Woods Boulevard, Memphis, Tennessee 38117. THIS COMMUNICATION SHALL NOT CONSTITUTE A OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SHARES OF RESPONSE ONOCLOGY, INC. COMMON STOCK BEING DISTRIBUTED. On July 1, 1997, the Board of Directors of Seafield declared a regular quarterly cash dividend of 30 cents per share, payable September 3, 1997 to shareholders of record August 26, 1997." On July 1, 1997, the Registrant issued the following news release: "Seafield Capital Corporation (Seafield) announced today that discussions between Seafield and its 82%-owned subsidiary, LabOne, Inc., regarding a possible merger between the two companies have been terminated. In February 1995, Seafield had announced that among the strategic alternatives which Seafield expected to pursue was a merger of Seafield into LabOne. Following the transfer of many of Seafield's assets to SLH Corporation and the distribution of all SLH Corporation stock to Seafield's shareholders earlier this year, Seafield and LabOne began discussing a possible merger. It was also contemplated at the time initial merger discussions began that Seafield would distribute its Response Oncology holdings to shareholders. Such distribution is now expected to be effected in late July. Following the distribution of SLH and Response shares to Seafield shareholders, the remaining Seafield assets will consist only of approximately $5 million in cash and 10,712,200 LabOne shares. As the merger discussions proceeded, Seafield and LabOne were advised that any combination of the two companies would result in the surviving entity having a significant amount of additional annual amortization expense. Seafield has concluded that the benefits of combining the two companies at this time do not justify the additional amortization and the resulting adverse impact on earnings. Accordingly, merger discussions between Seafield and LabOne have been terminated. In light of this development and the expected distribution to Seafield's shareholders of all shares of Response Oncology, Inc. common stock owned by Seafield, Seafield intends to promptly determine an appropriate corporate and expense structure, given that virtually all of its assets will consist of its LabOne stock ownership. LabOne operates a centralized laboratory in the Kansas City area which markets clinical, substance abuse and insurance laboratory testing services in the United States and Canada. The common stock of LabOne is traded on the National Market System of the Nasdaq Stock Market under the symbol "LABS." 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: July 7, 1997 By: /s/ Steven K. Fitzwater --------------------------- Steven K. Fitzwater Vice President, Chief Accounting Officer and Secretary -----END PRIVACY-ENHANCED MESSAGE-----