UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
American Shared Hospital Service
(Name of Issuer)
Common Stock
(Title of Class of Securities)
029595105
(CUSIP Number)
Keith Honig Esq., 1 SunAmerica Center, Los Angeles, CA
90067-6022 (310) 772-6306
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 13, 1995
(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 ---. (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.
*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 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.)
Page 2 of 17 Pages
SCHEDULE 13D
CUSIP No. 029595105
1. NAME OF PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SunAmerica Life Insurance Company (formerly known as Sun Life
Insurance Company of America)
52-0502540
- ----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ---
(b) ---
- ----------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (a)
- ----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
- ----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 277,473 shares of Common Stock (includes
SHARES 57,814 shares issuable upon the conversion
BENEFICIALLY of warrants)
OWNED BY -------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON -------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
277,473 shares of Common Stock (includes
57,814 shares issuable upon the conversion
of warrants)
-------------------------------------------
10. SHARED DISPOSITIVE POWER
- ----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
277,473 shares of Common Stock (includes 57,814 shares issuable upon
the conversion of warrants)
- ----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- ----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.29%
14. TYPE OF PERSON
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 17 Pages
SCHEDULE 13D
CUSIP No. 029595105
1. NAME OF PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anchor National Life Insurance Company
86-0198983
- ----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ---
(b) ---
- ----------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (a)
- ----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 405,819 shares of Common Stock (includes
SHARES 83,766 shares issuable upon the conversion
BENEFICIALLY of warrants)
OWNED BY -------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON -------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
405,819 shares of Common Stock (includes
83,766 shares issuable upon the conversion
of warrants)
-------------------------------------------
10. SHARED DISPOSITIVE POWER
- ----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
405,819 shares of Common Stock (includes 83,766 shares issuable upon
the conversion of warrants)
- ----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- ----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.20%
- ----------------------------------------------------------------------------
14. TYPE OF PERSON
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 17 Pages
SCHEDULE 13D
CUSIP No. 029595105
1. NAME OF PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SunAmerica Inc.
86-0176061
- ----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ---
(b) ---
- ----------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (a)
- ---------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
- ---------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 128,066 shares of Common Stock (includes
SHARES 26,684 shares issuable upon the conversion
BENEFICIALLY of warrants)
OWNED BY --------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON
WITH --------------------------------------------
9. SOLE DISPOSITIVE POWER
128,066 shares of Common Stock (includes
26,684 shares issuable upon the conversion
of warrants)
--------------------------------------------
10. SHARED DISPOSITIVE POWER
- ----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
128,066 shares of Common Stock (includes 26,684 shares issuable upon
the conversion of warrants)
- ----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- ----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.90%
- ----------------------------------------------------------------------------
14. TYPE OF PERSON
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 17 Pages
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
SunAmerica Life Insurance Company (formerly known as Sun Life Insurance
Company of America) ("SunAmerica Life"), Anchor National Life Insurance
Company ("Anchor") and SunAmerica Inc. ("SunAmerica") (SunAmerica Life,
Anchor and SunAmerica shall sometimes be collectively referred to herein as
the "Reporting Persons") by this Amendment No. 1 hereby supplement and amend
the Statement to Schedule 13D dated May 17, 1995 (as so amended to date, the
"Schedule 13D").
Item 2. Identity and Background
The information set forth in Item 2 of the Schedule 13D is hereby
supplemented as follows:
Effective July 7, 1995, Sun Life Insurance Company of America changed its
name to SunAmerica Life Insurance Company.
Item 4. Purpose of Transaction
The information set forth in Item 4 of the Schedule 13D is hereby
supplemented as follows:
The Reporting Persons received additional shares of Common Stock and
Warrants pursuant to Section 1.1 of the Note Purchase Agreement on November
13, 1995. The Note Purchase Agreement provides that if the Company issues
additional equity to Dr. Bates, as described in that letter agreement dated
May 5, 1995 (the "Letter Agreement") among the Company, Apollo and the
Reporting Persons (the "Additional Issuance"), after the Closing Date, the
Company shall, in consideration for the Notes purchased, concurrently issue
to each holder such additional number of shares of Common Stock and Warrants
so that each holder thereafter holds the same percentage of the outstanding
Common Stock (assuming full exercise of the Warrants). The Company entered
into an Option Agreement with Dr. Bates which was approved by the Company's
shareholders on October 6, 1995 and is attached as Exhibit B to the Company's
Proxy Statement dated August 25, 1995. The Option Agreement grants Dr. Bates
the right to purchase 1,495,000 shares of Common Stock for an initial
exercise price of $.01 per share. The Note Purchase Agreement obligates the
Company to issue an additional 374,000 shares of Common Stock and Warrants to
acquire 98,000 shares of Common Stock (an aggregate of 472,000 shares of
Common Stock) to former noteholders, including the Reporting Persons, if the
shareholders approved the Option Agreement. The purpose of such provision in
the Note Purchase Agreement is to enable former noteholders, including the
Reporting Persons, to maintain their proportionate ownership of the fully
diluted outstanding shares of Common Stock. Pursuant to such provision, the
Reporting Persons received in the aggregate, an additional 201,607 shares of
Common Stock plus an additional 51,828 Warrants.
Page 6 of 17 Pages
The foregoing response to this Item 4 is qualified in its entirety by
reference to the Note Purchase Agreement, the full text of which was filed as
Exhibit 1 to the Schedule 13D on May 17, 1995 and incorporated herein by
reference, and the Letter Agreement, the full text of which is filed as
Exhibit 4 hereto and incorporated herein by this reference.
Item 5. Interest in the Securities of the Issuer
The information set forth in Item 5 of the Schedule 13D is hereby amended and
restated in its entirety as follows:
The responses to Items 3 and 4 are incorporated herein by this
reference.
The Reporting Persons acquired beneficial ownership of the shares of
the Common Stock and the Warrants described in Item 3 to which this Statement
on Schedule 13D relates as a result of (i) the consummation of the Note
Purchase Agreement and the distribution of shares of the Common Stock and the
Warrants thereunder; and (ii) the consummation of the Letter Agreement and
the distribution of shares of the Common Stock and the Warrants thereunder
effective upon shareholder approval of the Additional Issuance of shares of
Common Stock to Dr. Bates at the 1995 shareholders meeting.
(a) SunAmerica Inc. beneficially owns 128,066 shares of the
Common Stock (including 26,684 Warrants) or 2.90% of the Common Stock
outstanding. SunAmerica Life Insurance Company beneficially owns 277,473
shares of the Common Stock (including 57,814 Warrants) or 6.29% of the Common
Stock outstanding. Anchor National Life Insurance Company beneficially owns
405,819 shares of Common Stock (including 83,766 Warrants) or 9.20% of the
Common Stock outstanding. The Reporting Persons beneficially own, in the
aggregate, 811,358 shares of the Common Stock (including 168,264 Warrants) or
18.39% of the Common Stock outstanding. Beneficial ownership of such shares
was acquired as described in Items 3 and 4.
(b) The number of shares of the Common Stock as to which there
is sole power to vote or to direct the vote, shared power to vote or to
direct the vote, sole power to dispose or direct the disposition, or shared
power to dispose or direct the disposition for the Reporting Persons is set
forth in the cover pages and such information is incorporated herein by this
reference.
(c) Except as disclosed in Item 4 herein, there have been no
reportable transactions with respect to the Common Stock within the last 60
days by the Reporting Persons.
(d) The Reporting Persons have the sole right to receive
dividends from, or the proceeds from the sale of, the securities reported
Page 7 of 17 Pages
hereon.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
The information set forth in Item 7 of the Schedule 13D is hereby
supplemented as follows:
(4) Letter Agreement, dated as of May 5, 1995.
The information set forth in Exhibit A to the Schedule 13D is
incorporated herein by reference with the following amendment: Clark P.
Manning is no longer employed by SunAmerica Life.
The information set forth in Exhibit B to the Schedule 13D is
incorporated herein by reference with the following amendment: Clark P.
Manning is no longer employed by Anchor.
The information set forth in Exhibit C to the Schedule 13D is
incorporated herein by reference with the following amendments: (a) Clark P.
Manning is no longer employed by SunAmerica; (b) James R. Belardi is now
Executive Vice President for SunAmerica; (c) James W. Rowan is now Senior
Vice President for SunAmerica; (d) Susan L. Harris is now Senior Vice
President, General Counsel--Corporate Affairs and Secretary for SunAmerica;
(e) Lorin M. Fife is now Senior Vice President, General Counsel--Regulatory
Affairs and Assistant Secretary for SunAmerica; (f) George Holdridge is now
Vice President of SunAmerica; (g) Scott Richland is now Vice President and
Treasurer of SunAmerica.
Page 8 of 17 Pages
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 and that the parties listed below have entered into a Joint
Filing Agreement Pursuant to Rule 13d-1(f)(1).
Dated: November 22, 1995
SunAmerica Life Insurance Company
/s/ Jay S. Wintrob
========================
Jay S. Wintrob
Executive Vice President
SunAmerica Inc.
/s/ Jay S. Wintrob
========================
Jay S. Wintrob
Vice Chairman
Anchor National Life Insurance Company
/s/ Jay S. Wintrob
========================
Jay S. Wintrob
Executive Vice President
Page 9 of 17 Pages
EXHIBIT INDEX
Exhibit No. Description Sequentially
Numbered Page
4 Letter Agreement
Page 10 of 17 Pages
Exhibit 4
LETTER AGREEMENT
May 5, 1995
American Shared Hospital Services
Four Embarcadero Center, Suite 3620
San Francisco, California 94111
Attention: Dr. Ernest A. Bates, M.D.
Chairman and Chief Executive Officer
Re: Senior Subordinated Exchangeable Reset
Notes Due October 15, 1996 (the "Notes") of
American Shared Hospital Services ("ASHS")
Dear Dr. Bates:
Thank you for forwarding a copy of the letter you received
from DVI Business Credit earlier today (the "DVI Letter"). Based on the
progress represented by the revised offer to purchase our Notes (the "Revised
Offer"), the DVI Letter and our subsequent discussions, affiliates of Apollo
Advisors, L.P. and Lion Advisors, L.P. (collectively "Apollo") and affiliates
of Sun/America Inc. (collectively "SunAmerica") who collectively hold
approximately 96% of the outstanding Notes are willing to pursue a
transaction pursuant to which ASHS would purchase our Notes, subject to the
following terms and conditions:
1) The Notes shall be purchased for consideration
consisting of (a) cash in the following amounts:
SunAmerica, $2,098,372.45; Apollo, $1,433,465.15;
Grace Brothers, Ltd., $343,864.65 and James B.
Upchurch, $16,978.32, and (b) duly authorized,
validly issued, fully paid and nonassessable shares
of Common Stock and warrants (the "Warrants") to
purchase shares of Common Stock (in each case,
allocated pro rata based on the dollar amounts
specified in clause (a) above representing, in the
aggregate, 20% and 5%, respectively, of the number
of shares of Common Stock to be outstanding after
(i) consummation of the purchase of the Notes, (ii)
American Shared Hospital Services Page 11 of 17 Pages
May 5, 1995
Page 2
the issuance of shares to General Electric Medical
Systems ("GE") pursuant to the modified GE warrant,
(iii) the issuance of additional equity to various
persons as set forth in Schedule A (the "Additional
Issuance"), and (iv) the exercise of the Warrants;
provided, that if the Additional Issuance has not
occurred on or prior to the purchase of the Notes,
in Lieu of issuing the number of shares of Common
Stock to holders of Notes called for by this clause
(iii) on the date the Notes are purchased, ASHS may
enter into an agreement, in form and substance
reasonably satisfactory to us, providing for the
issuance of additional duly authorized, validly
issued, fully paid and nonassessable shares of
Common Stock and Warrants issued to the pursuant to
clause (b) above shall be immediately exercisable
upon the payment of an exercise price initially
equal to $0.75.
2) On or before May 12, 1995, ASHS shall execute and
deliver documentation, in form and substance
reasonably satisfactory to us with respect to the
purchase of the Notes and the other transaction
contemplated hereby, including (without limitation),
an agreement, in form and substance reasonably
satisfactory to us, to extend the termination date
of that certain Exchange Agreement, dated February
14, 1995 (the "Exchange Agreement"), to the earlier
of (i) the closing of the purchase of our Notes: and
(ii) May 25, 1995 or such earlier date on or after
May 15, 1995 designated by Apollo and SunAmerica in
a written notice to ASHS.
3) On or before May 17, 1995, ASHS shall have received
(i) all consents and approvals required to
consummate the purchase of the Notes and the other
transactions contemplated hereby, and (ii) letters
of withdrawal or resignation from the Board of
Directors of ASHS from each of Ms. Pang and Messrs.
French, Hills, Spector and Upchurch.
4) Such purchase of the Notes must be consummated on
or before May 17, 1995.
American Shared Hospital Services Page 12 of 17 Pages
May 5, 1995
Page 3
5) On or before May 12, 1995, ASHS shall, have caused
Dr. Ernest A. Bates, M.D. to
(a) enter into agreements, in form and substance
reasonably satisfactory to us, pursuant to
which he shall agree: (i) not to revoke any
proxy granted in connection with the April 7,
1995 shareholders meeting and all adjournments
thereof; and (ii) to cause ASHS to reconvene
the April 7, 1995 shareholders meeting on May
18, 1995 and take the shareholders vote and all
related actions with respect to the matters
described in ASHS's proxy statement dated
February 14, 1995 (the "Proxy Statement"); and
(b) grant Apollo and SunAmerica an irrevocable
proxy in form and substance reasonably
satisfactory to us, that will permit us to
reconvene the April 7, 1995 shareholders
meeting (including all adjournments thereof)
and to take the shareholder vote with respect
to, and vote such shares of Common Stock in
favor of, the matters described in the Proxy
Statement if there is any breach of default
under the agreements entered into pursuant to
clause (a) above or of the covenants of ASHS
contained in the penultimate paragraph of this
letter. Such proxy may not be used for any
other purpose and will terminate (x)
immediately, if the proxy is used for any other
purpose, or (y) on May 25, 1995 if the
transactions contemplated by the Exchange
Agreements have not been consummated. Our
exercise of the proxy will constitute our
agreement to waive any remaining conditions to
our performance under the Exchange Agreement so
long as the transactions contemplated by the
Exchange Agreement are consummated on or before
May 25, 1995.
6) Upon its execution and deliver hereof, ASHS
shall pay a retainer in the amount of $19,500
to Skadden, Arps, Slate, Meagher & Flom,
counsel to Apollo and SunAmerica ("SASM&F") for
fees and expenses relating to services to
American Shared Hospital Services Page 13 of 17 Pages
May 5, 1995
Page 4
be provided by SASM&F. ASHS shall pay all
other fees and expenses of SASM&F (including by
application of any unused portion of the
retainer (described above) and all fees and
expenses of Sidley & Austin, counsel to ASHS,
no later than the closing of the purchase of
our Notes.
In connection with the foregoing, and upon consummation of
the purchase of the Notes as contemplated hereby, we will enter into
agreements reasonably acceptable to us, pursuant to which we will agree to
(i) be subject to a hold period of up to four months with respect to the
shares of Common Stock to be received by us; provided that ASHS agrees,
pursuant to documentation in form and substance reasonably satisfactory to
us, to file and cause to become effective and remain effective for a period
of a least three consecutive years, no later than four months after the
closing of the purchase of our Notes, a shelf registration statement for such
shares of Common Stock, the Warrants and the shares of Common Stock issuable
upon exercise of such Warrants, (ii) deliver duly executed consents with
respect to our Notes substantially in the form of Exhibit A to the Exchange
Agreement, and (iii) vote the shares of Common Stock issued to us as part of
the consideration for the purchase of our Notes none of Ms. Pang and Messrs.
French, Hills, Spector and Upchurch shall be elected to or serve on ASHS's
Board of Directors.
Nothing considered in this letter is intended to confer any
rights or remedies under or reason of this letter on any person or entity
other than the parties hereto, nor is anything in this letter intended to
relieve or discharge the obligation or liability of any third party to any
party to this letter, nor shall any provision give any third party any right
of subrogation or action over against any party to this letter.
Apollo and SunAmerica may (a) withdraw this letter by notice
to ASHS at any time prior to receiving a signed copy hereof and (b) terminate
their obligations under this letter by written notice to ASHS at any time
after (i) any default or other breach by ASHS hereunder or (ii) ASHS fails to
satisfy any condition contained herein.
Your acceptance of this letter shall serve as your agreement
to execute any and all documents and to perform any an all acts and things
necessary or proper to carry out, effectuate or further evidence the terms
and provisions of this letter and the agreements contemplated hereby, to
cause the conditions herein and therein to be satisfied, and to make
effective the transactions contemplated hereby and thereby.
American Shared Hospital Services Page 14 of 17 Pages
May 5, 1995
Page 5
Your acceptance of this letter shall also serve as your
acknowledgement and agreement that irreparable harm, for which there may be
no adequate remedy at law and for which the ascertainment of damages would be
difficult, would occur in the event any of the provisions of this letter, the
Exchange Agreement or any of the agreements or transactions contemplated
hereby or thereby were not performed in accordance with their specific terms
or were otherwise breached. Consequently, by such acceptance, you hereby
agree that each party to this letter and to the Exchange Agreement shall be
entitled to an injunction or injunctions to prevent breaches of the
provisions of this letter, the Exchange Agreement or any agreement or
transaction contemplated hereunder or thereunder and to enforce specify the
terms and provisions hereof or thereof in any court of the United States or
any state thereof having jurisdiction, in each instance without being
required to post bond or other security and in addition to, and without
having to prove the inadequacy of, other remedies at law.
Nothing herein constructs a waiver of any defaults or an
agreement to forbear in the exercise of our rights and remedies.
Your acceptance of this letter shall serve as your agreement
to reconvene the April 7, 1995 shareholders meeting on May 18, 1995 and to
take the shareholders vote and all related actions with respect to the
matters described in the Proxy Statement as we may deem reasonably necessary
to consummate transactions contemplated hereby.
American Shared Hospital Services Page 15 of 17 Pages
May 5, 1995
Page 6
If the foregoing terms are acceptable to you, please sign
and return two (2) original copies of this letter to Robert W. Kadlec of
Skadden, Arps, Slate, Meagher & Flom on or before 5:00 p.m. Los Angeles time
on Friday, May 5, 1995. If we have not received such copies by such time,
this offer will automatically expire.
Sincerely,
AIF II, L.P.
By: Apollo Advisors, L.P.
Managing General Partner
By: Apollo Capital Management, Inc.
General Partner
By:___________________________________
ANCHOR NATIONAL LIFE INSURANCE
COMPANY
By:___________________________________
American Shared Hospital Services Page 16 of 17 Pages
May 5, 1995
Page 7
LION ADVISORS, L.P.,
on behalf of an account under management
By: Lion Capital Management, Inc.
General Partner
By:___________________________________
SUN LIFE INSURANCE COMPANY OF AMERICA
By:____________________________________
SUNAMERICA INC.
By:___________________________________
ACCEPTED AND AGREED:
AMERICAN SHARED HOSPITAL SERVICES
By:___________________________________
American Shared Hospital Services Page 17 of 17 Pages
May 5, 1995
Page 8
SCHEDULE A
AMERICAN SHARED HOSPITAL SERVICES
RESTRUCTURING
5/3/95
POTENTIAL SHARES
DEPENDENT UPON
AT CLOSING ON 5/18/95 SHAREHOLDER VOTE
Bondholders 819 20.00% 1193 20.00%
Existing 1862 45.47% 1862 31.22%
EAB 1189 29.04% 2684 45.00%
GE 225 5.49% 225 3.77%
Total 4095 100.00% 5964 100.00%
Warrants 216 5.01% 314 5.00%
1 Additional 184,000 common shares issued simultaneously with
the 819,000 common shares issued to Bondholders.
2 Warrants to purchase common shares at $.75 per common share.
3 Additional 1,495,000 shares will be taken in common shares
or options to purchase 1,495,000 common shares at $.01 per
common share.
NOTE: A new plan not to exceed 5% of the outstanding fully diluted
common shares will be established for management and other
employees.
The exercise price of these options will be the market price
at date of issuance. Dr. Bates is excluded from this new
option plan.
