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WASHINGTON, D.C. 20549
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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) July 1, 1998
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InSight Health Services Corp.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 0-28622 33-0702770
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(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
4400 MacArthur Boulevard, Suite 800, Newport Beach, CA 92660
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(949) 476-0733
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On June 16, 1998, InSight Health Services Corp., a Delaware corporation
("Registrant"), issued a press release pursuant to Rule 135c under the
Securities Act of 1933, as amended, announcing that it had completed the
private placement of 9.625% Senior Subordinated Notes due June 15, 2008 with
a principal amount of $100 million. A copy of the press release is attached
hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a)-(b) Not applicable.
(c) Exhibits.
99.1 Press Release dated June 16, 1998 (filed herewith).
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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 thereunto duly authorized.
Date: July 1, 1998
INSIGHT HEALTH SERVICES CORP.
BY: /S/ BRIAN G. DRAZBA
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Brian G. Drazba
Senior Vice President-Finance
& Corporate Controller
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NO. DOCUMENT DESCRIPTION NUMBERED PAGE
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<S> <C> <C>
99.1 Press Release dated June 16, 1998
(filed herewith).
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EXHIBIT 99.1
CONTACTS
At Lippert/Heilshorn & Assoc.:
Lillian Armstrong/Adam Aron
415-433-3777
At InSight:
Tom Croal
Executive Vice President/
Chief Financial Officer
949-476-0733
INSIGHT HEALTH SERVICES CORP. ANNOUNCES $100 MILLION PRIVATE PLACEMENT OF
SENIOR SUBORDINATED NOTES
NEWPORT BEACH, CALIFORNIA, June 16, 1998 - InSight Health Services Corp.
("InSight") (NASDAQ: IHSC) today announced the completion of a private
placement of 9.625% Senior Subordinated Notes due June 15, 2008 with a
principal amount of $100,000,000. The Company has used the net proceeds of
the private placement to pay certain indebtedness outstanding under its
existing bank credit facility. Amounts used to pay such indebtedness may be
reborrowed for general corporate purposes, including, future acquisitions.
The securities are not registered under the Securities Act of 1933, as
amended or applicable state securities laws, and may not be offered or sold
absent registration under the Securities Act and applicable state securities
laws or applicable exemptions from registration requirements.
OTHER DETAILS OF THE TRANSACTION
Concurrent with the offering, the Company amended its current bank
facility to, among other things, increase the acquisition facility from $65
million to $75 million, refinance and consolidate existing $20 million
tranche term and $40 million tranche term loans into a single $50 million
term loan and extend the termination date of the five-year $25 million
revolving credit facility to June 9, 2003.
SAFE HARBOR STATEMENT
Statements made in this news release that state the Company's or
management's intentions, hopes, beliefs, expectations or predictions for the
future are forward-looking statements that involve risks and uncertainties.
It is important to note that the Company's actual
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results and experience could differ materially from the anticipated results
or other expectations expressed in such forward-looking statements. The risks
and uncertainties that may affect the operations, performance, developments
and results of the Company's business include, but are not limited to
changing regulatory environment, limitations and delays in reimbursement by
third party payers, contract renewals, financial stability of customers,
aggressive competition, industry-wide market factors and other risk factors
detailed in the Company's SEC filings.
ABOUT INSIGHT HEALTH SERVICES
InSight, headquartered in Newport Beach, California, provides diagnostic
imaging and information, treatment and related management services. It
serves managed care, hospitals and other contractual customers in 28 US
states, including five major US markets: California, the Southwest, including
a major presence in Texas, the Midwest, the Northeast and the Southeast.
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