UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 6 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)
6.15%
14. TYPE OF PERSON
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 6 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 406,819 shares of Common Stock (includes
SHARES 84,766 shares issuable upon the conversion
BENEFICIALLY of warrants)
OWNED BY -------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON -------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
406,819 shares of Common Stock (includes
84,766 shares issuable upon the conversion
of warrants)
-------------------------------------------
10. SHARED DISPOSITIVE POWER
- ----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
406,819 shares of Common Stock (includes 84,766 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)
9.02%
- ----------------------------------------------------------------------------
14. TYPE OF PERSON
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 6 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)
2.84%
- ----------------------------------------------------------------------------
14. TYPE OF PERSON
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 6 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. 2 hereby supplement and amend
the Statement to Schedule 13D dated May 17, 1995 as amended by Amendment No.
1 dated November 22, 1995 (as so amended to date, the "Schedule 13D"). The
Schedule 13D is hereby amended to correct an error in the reported amount of
shares beneficially owned by Anchor.
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 2.84% of the Common Stock
outstanding. SunAmerica Life Insurance Company beneficially owns 277,473
shares of the Common Stock (including 57,814 Warrants) or 6.15% of the Common
Stock outstanding. Anchor National Life Insurance Company beneficially owns
406,819 shares of Common Stock (including 84,766 Warrants) or 9.02% of the
Common Stock outstanding. The Reporting Persons beneficially own, in the
aggregate, 812,358 shares of the Common Stock (including 169,264 Warrants) or
18.01% 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
hereon.
(e) Not applicable.
<PAGE>
Page 6 of 6 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: March 11, 1996
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
