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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Alliance Imaging, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
018606-10-3
(CUSIP Number)
Robert E. Healing, Esq.
General Electric Company
3134 Easton Turnpike
Fairfield, Connecticut 06431
(203) 373-2243
(Name, address, including zip code, and telephone number, including
area code of agent for service)
Copies to:
Ronald S. Beard, Esq.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7000
July 22, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing 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 the statement / /.
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SCHEDULE 13D
CUSIP No. 018606-10-3 Page 2 of ___ Pages
1 NAMES OF REPORTING PERSON
General Electric Company
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(I.R.S. # 14-0689340)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 50,000
BENEFICIALLY (see Item 5(a))
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 50,000
WITH (see Item 5(a))
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 50,000 (see Item 5(a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5%
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
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This amendment amends a statement on Schedule 13D relating to the Common
Stock, $0.01 par value per share ("Common Stock"), of Alliance Imaging, Inc., a
Delaware corporation ("Alliance"), filed with the Securities and Exchange
Commission on January 10, 1997, as amended by Amendment No. 1 thereto on April
17, 1997. This amendment reports the transfer on July 22, 1997 of 18,000 shares
of Series D 4% Cumulative Redeemable Convertible Preferred Stock (the "Series D
Preferred Stock") owned by General Electric Company, a New York corporation
("GE") to GE Fund, a New York corporation (the "Fund").
Item 2 - IDENTITY AND BACKGROUND
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This statement is filed by GE. GE's principal executive offices are
located at 3135 Easton Turnpike, Fairfield, Connecticut. GE engages in
providing a wide variety of industrial, commercial and consumer products and
services.
For information with respect to the identity and background of each
director and executive officer of GE, see Schedule I attached hereto.
During the last five years, neither GE nor, to its best knowledge, any
person identified on Schedule I has, except as set forth on Schedule II hereto
(a) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which GE or such
person, as the case may be, 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.
To the best knowledge of GE, all persons identified on Schedule I are
United States citizens, except that Paolo Fresco, Vice Chairman of the Board and
an executive officer of GE, is an Italian citizen and Claudio X. Gonzalez, a
director of GE, is a Mexican citizen.
Item 4 - PURPOSE OF TRANSACTION
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On July 22, 1997, GE transferred all 18,000 shares of Series D Preferred
Stock of Alliance owned by it to the Fund as a charitable donation. GE has
retained a beneficial interest in 50,000 shares of Common Stock of Alliance,
through its ownership of a warrant issued to it on November 6, 1996 (the
"Warrant") to purchase an aggregate of 50,000 shares of Common Stock. In
addition, GE owns a senior note (the "Senior Note") convertible on and after
January 1, 1998 into shares of Alliance's Series E 4% Cumulative Redeemable
Convertible Preferred Stock (the "Series E Preferred Stock"). The Warrant is
exercisable for Common Stock at any time up until November 6, 1999. GE has
retained the Senior Note and the Warrant (including, to the extent applicable,
its rights thereunder to acquire Common Stock of Alliance) as an investment in
the ordinary course of business, and not with the purpose of changing control of
Alliance. The donation letter is attached as Exhibit 1.
GE may change its current intentions, acquire additional Common Stock or
rights that are convertible into or exercisable for Common Stock or take any
other action with respect to Alliance or any of its debt or equity securities in
any manner permitted by law. Other than as set
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forth herein, GE has no current plans which relate to or would result in any of
the events described in Items (a) through (j) of the instructions to this Item 4
of Schedule 13D.
Item 5 - INTEREST IN SECURITIES OF THE ISSUER
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(a) Under the Warrant, GE has the right to acquire 50,000 shares of Common
Stock. Such 50,000 shares of Common Stock would represent approximately .5% of
the total number of shares of Common Stock of Alliance outstanding, based on
10,943,138 shares of Common Stock represented by Alliance as outstanding as of
July 24, 1997, which number is subject to adjustment under various
circumstances.
(b) GE has sole voting and investment power with respect to the securities
that have been retained by it that are the subject of this Schedule 13D.
(c) On July 22, 1997, GE transferred by donation 18,000 shares of Series D
Preferred Stock of Alliance to the GE Fund.
(e) GE ceased to be the beneficial owner of more than five percent of the
Common Stock on July 22, 1997.
Item 7 - MATERIAL TO BE FILED AS EXHIBITS.
- -------------------------------------------
(1) Donation Letter dated July 22, 1997
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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.
GENERAL ELECTRIC COMPANY
By: /s/ Robert Healing
Name: Robert E. Healing, Esq.
Title: Corporate Counsel
Dated: July 31, 1997
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SCHEDULE I
GENERAL ELECTRIC COMPANY
DIRECTORS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
D.W. Calloway PepsiCo, Inc. Retired Chairman of the Board
700 Anderson Hill Road and Director, PepsiCo, Inc.
Purchase, NY 10577
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
D.D. Dammerman General Electric Company Senior Vice President-
3135 Easton Turnpike Finance, General
Fairfield, CT 06431 Electric Company
P. Fresco General Electric Company Vice Chairman of the
(U.S.A.) Board and Executive
3 Shortlands, Hammersmith Officer, General
London, W6 8BX, England Electric Company
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board
S.A. de C.V. and Chief Executive
Jose Luis Lagrange 103, Officer
Tercero Piso Kimberly-Clark de Mexico,
Colonia Los Morales S.A. de C.V.
Mexico, D.F. 11510, Mexico
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors -
New York, NY 10001 Federated Department
Stores
S. Nunn King and Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
J.D. Opie General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer
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GENERAL ELECTRIC COMPANY DIRECTORS (CONTINUED)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President,
Detroit, MI 48239-4001 Penske Corporation
B.S. Prieskel Suite 3125 Former Senior Vice
60 East 42nd Street President, Motion
New York, NY 10165 Picture Associations
of America
F.H.T. Rhodes Cornell University President Emeritus
3104 Snee Building Cornell University
Ithaca, NY 14853
A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International
Corporation
D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer,
New York, NY 10260 J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General
Electric Company
Citizenship
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C. X. Gonzalez Mexico
P. Fresco Italy
All Others U.S.A.
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GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer
P. Fresco General Electric Company Vice Chairman of the
(U.S.A.) Board and Executive
3 Shortlands, Hammersmith Officer
London, W6 8BX, England
P.D. Ameen General Electric Company Vice President and
3135 Easton Turnpike Comptroller
Fairfield, CT 06431
J.R. Bunt General Electric Company Vice President and
3135 Easton Turnpike Treasurer
Fairfield, CT 06431
D.L. Calhoun General Electric Company Vice President -
2901 East Lake Road GE Transportation
Erie, PA 16531 Systems
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
D. M. Cote General Electric Company Vice President -
3135 Easton Turnpike GE Appliances
Fairfield, CT 06431
D.D. Dammerman General Electric Company Senior Vice President -
3135 Easton Turnpike Finance
Fairfield, CT 06431
L.S. Edelheit General Electric Company Senior Vice President -
P. O. Box 8 Corporate Research
Schenectady, NY 12301 and Development
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel
Fairfield, CT 06431 and Secretary
J. R. Immelt General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
W.J. Lansing General Electric Company Vice President-
3135 Easton Turnpike Corporate Business
Fairfield, CT 06431 Development
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W.J. McNerney, Jr. General Electric Company Senior Vice President -
Nela Park GE Lighting
Cleveland, OH 44122
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GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
E.F. Murphy General Electric Company Senior Vice President -
1 Newmann Way GE Aircraft Engines
Cincinnati, OH 05215
R.L. Nardelli General Electric Company Senior Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
R.W. Nelson General Electric Company Vice President -
3135 Easton Turnpike Corporate Financial
Fairfield, CT 06431 Planning and Analysis
J.D. Opie General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information
Fairfield, CT 06431 Officer
G.L. Rogers General Electric Company Senior Vice President -
1 Plastics Avenue GE Plastics
Pittsfield, MA 01201
J.W. Rogers General Electric Company Vice President -
1635 Broadway GE Motors
Fort Wayne, IN 46801
L.G. Trotter General Electric Company Vice President -
41 Woodford Avenue GE Electrical
Plainville, CT 06062 Distribution and
Control
Citizenship
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P. Fresco Italy
All Others U.S.A.
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RECENT GE CONVICTIONS
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1. United States ex rel. Taxpayers Against Fraud and Chester L. Walsh v.
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General Electric Company
------------------------
On November 15, 1990, an action under the federal False Claims Act, 31
U.S.C. (S)(S) 3729-32, was filed under seal against General Electric Company
("GE") in the United States District Court for the Southern District of Ohio.
The qui tam action, brought by an organization called Taxpayers Against Fraud
and an employee of GE's Aircraft Engines division ("GEAE"), alleged that GEAE,
in connection with its sales of F110 aircraft engines and support equipment to
Israel, made false statements to the Israeli Ministry of Defense (MoD), causing
MoD to submit false claims to the United States Department of Defense under the
Foreign Military Sales Program. Senior GE management became aware of possible
misconduct in GEAE's Israeli F110 program in December 1990. Before learning of
the sealed qui tam suit, GE immediately made a voluntary disclosure to the
Departments of Defense and Justice, promised full cooperation and restitution,
and began an internal investigation. In August 1991, the federal court action
was unsealed, and the Department of Justice intervened and took over
responsibility for the case.
On July 22, 1992, after GE had completed its investigation and made a
complete factual disclosure to the U.S. government as part of settlement
discussions, the United States and GE executed a settlement agreement and filed
a stipulation dismissing the civil action. Without admitting or denying the
allegations in the complaint, GE agreed to pay $59.5 million in full settlement
of the civil fraud claims. Also on July 22, 1992, in connection with the same
matter, the United States filed a four count information charging GE with
violations of 18 U.S.C. (S) 287 (submitting false claims against the United
States), 18 U.S.C. (S)1957 (engaging in monetary transactions in criminally
derived property), and 15 U.S.C. (S)(S) 78m(b)(2)(A) and 78ff(a) (inaccurate
books and records), and 18 U.S.C. (S) 371 (conspiracy to defraud the United
States and to commit offenses against the United States). The same day, GE and
the United States entered a plea agreement in which GE agreed to waive
indictment, plead guilty to the information, and pay a fine of $9.5 million. GE
was that day sentenced by the federal court in accordance with the plea
agreement.
2. Her Majesty's Inspectorate of Pollution v. IGE Medical Systems Limited
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(St. Albans Magistrates Court, St. Albans, Hertsfordshire, England,
Case No. 04/00320181)
In April, 1994, GEMS' U.K. subsidiary, IGE Medical Systems Limited (IGEMS)
discovered the loss of a radioactive barium source at the Radlett, England
facility. The lost source, used to calibrate nuclear camera detectors, emits a
very low level of radiation. IGEMS immediately reported the loss as required by
the U.K. Radioactive Substances Act. An ensuing investigation, conducted in
cooperation with government authorities, failed to locate the source. On July
21, 1994, Her Majesty's Inspectorate of Pollution (HMIP) charged IGEMS with
violating the Radioactive Substances Act by failing to comply with a condition
of registration. The Act provides that a registrant like IGEMS, which "does not
comply with a limitation or condition subject to which (it) is so registered ...
shall be guilty of (a criminal) offense." Condition 7 of IGEMS' registration
states that it "shall so far as is reasonably practicable prevent ... loss of
any registered source."
At the beginning of trial on February 24, 1995, IGEMS entered a guilty plea
and agreed to pay of fine of 5,000(Pounds) and assessed costs of 5,754(Pounds).
The prosecutors presentation focused primarily on the 1991 change in internal
ITEMS procedures and, in particular, the source logging procedure. The
prosecutor complimented ITEMS' investigation and efforts to locate the source
and advised the court that ITEMS had no previous violations of the Radioactive
Substances Act. He also told the court that the Radlett plant had been
highlighted as an exemplary facility to HIMP
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inspectors as part of their training. In mitigation, ITEMS emphasized the
significant infrastructure and expense undertaken by ITEMS to provide security
for radiation sources and the significant effort and expense incurred in
attempting to locate the missing source.
3. Except for the foregoing, GE has not and, to the best of GE's knowledge,
none of the directors and executive officers of GE has been, during the last
five years, convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
4. GE has not and, to the best of GE's knowledge, none of the directors and
executive officers of GE has been, during the last five years, a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding 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.
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July 22, 1997
GE Fund
c/o General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
RE: Donation of Series D 4% Cumulative Redeemable
Convertible Preferred Stock of Alliance Imaging. Inc.
-----------------------------------------------------
Dear Sirs:
The undersigned, General Electric Company, a New York corporation (the
"Company"), is presently the owner of 18,000 shares of Series D 4% Cumulative
Redeemable Convertible Preferred Stock of Alliance Imaging, Inc. ("Alliance")
represented by one stock certificate, as more fully set forth in Exhibit A
hereto.
Please be advised that, effective as of 5:00 p.m. today, the Company hereby
donates, transfers, conveys and delivers to the GE Fund (the "Fund") all of the
aforesaid Alliance Series D 4% Cumulative Redeemable Convertible Preferred Stock
as a charitable contribution. The certificates representing the stock are
enclosed herewith, together with executed stock powers. By copy of this letter,
the Company hereby instructs Alliance to immediately reregister such shares in
the name of the Fund.
It is understood and agreed that the shares are being donated to the Fund
for the purpose of funding only U.S. domestic charitable grants and related
administrative costs and expenses.
Please acknowledge your receipt and acceptance of the aforesaid donation by
signing and returning to the Company the enclosed counterpart of this letter.
Very truly yours,
GENERAL ELECTRIC COMPANY
By: /s/ Phillip D. Ameen
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Receipt and acceptance of the
above described donation is hereby
acknowledged as of the date first
above written.
GE FUND
By: /s/ D. Dammerman
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