UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
00753Q-101
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(CUSIP Number)
Jack Nelson, Chairman
Advanced NMR Systems, Inc.
46 Jonspin Road
Wilmington, MA 01887-1082
(509) 657 - 8876
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
FEBRUARY 27, 1997
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(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 [ ].
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, as amended (the "Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all provisions of the Act (however, see
the Notes).
Page 1 of 5 Pages
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<PAGE>
SCHEDULE 13D
CUSIP No. 00753Q-101 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Advanced NMR System, Inc.
EIN: 22-2457487
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2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,000,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- (See Item 5)
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PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.9%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Pursuant to Rule 13d-2 of the General Rules and
Regulations under the Act, this Amendment No. 3 amends the
Schedule 13D filed with the Commission on September 19, 1995 (the
"Statement") with respect to the common stock, $.01 par value per
share, of Advanced Mammography Systems, Inc. (the "AMS Common
Stock"), as amended by Amendment No. 1 to the Statement filed
with the Commission on February 21, 1996 and Amendment No. 2 to
the Statement filed with the Commission on June 12, 1996. Terms
used and not otherwise defined herein shall have the respective
meanings set forth in the Statement. Except as otherwise
expressly indicated below, the information provided in the
Statement remains in effect.
ITEM 2. IDENTITY AND BACKGROUND
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This Amendment No. 3 is filed on behalf of Advanced NMR.
The following changes have occurred in the executive
officers and directors of Advanced NMR:
John A. Lynch is no longer Senior Vice President and
director of Advanced NMR, Edward J. Connors and George A. Silver are
no longer directors of Advanced NMR, and Charles Moche is no longer
Chief Financial Officer of Advanced NMR.
Steven L. James became Chief Financial officer of Advanced
NMR on February 28, 1997. Mr. James' principal employment is as
Chief Financial Officer of Advanced NMR and AMS, and his business
address is 46 Jonspin Road, Wilmington, MA 10887-1082. During the
last five years, Mr. James has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors),
nor has he been a party to a civil party of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding has been subject to, federal or state securities laws or
finding any violation with respect to such laws. Mr. James is a
citizen of the United States.
ITEM 4. PURPOSE OF TRANSACTION
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(b) On February 27, 1997, pursuant to an Agreement and
Plan of Merger, dated January 20, 1997 (the "Merger Agreement"),
among Advanced NMR, its wholly-owned subsidiary, Medical Diagnostics,
Inc. ("MDI"), US Diagnostic Inc. ("USD") and its newly-formed wholly-
owned subsidiary, MDI Acquisition Corporation ("MAC"), MDI merged
(the "Merger") with MAC and became a wholly-owned subsidiary of USD.
Upon the closing of the Merger, all outstanding indebtedness of MDI
to Chase Bank (formerly Chemical Bank) was repaid and the Stock
Pledge Agreement, pursuant to which Advanced NMR had secured its
guarantee of the MDI indebtedness by the pledge of 1,250,000 shares
(the "Pledged Shares") of AMS Common Stock was terminated. The
Merger Agreement also required Advanced NMR, in part, to secure
certain indemnification obligations thereunder by a pledge, among
other collateral, of the Pledged Shares, of AMS Common Stock pursuant
to a Blocked Account, Pledge and Security Agreement, dated as of
February 27, 1997 (the "Security Agreement").
A copy of the Security Agreement is incorporated herein as
Exhibit 3. The description of the pledge arrangement provided herein
is qualified in its entirety by reference to the Security Agreement.
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<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) As of February 27, 1997, Advanced NMR was the
beneficial owner of 4,000,000 shares of AMS Common Stock. The
4,000,000 shares included the Pledged Shares and 2,750,000 shares
(the "Escrow Shares") held pursuant to an Escrow Agreement, dated as
of January 23, 1993, among Advanced NMR, AMS and American Stock
Transfer & Trust Company. The 4,000,000 shares of AMS Common Stock
represented approximately 47.9% of the 8,346,740 outstanding shares
of AMS Common Stock as of January 31, 1997, as reported in the AMS
Form 10-Q for the quarter ended December 31, 1996.
(b) Subject to certain limitations provided in the
Security Agreement, as described below in Item 6, Advanced NMR (i)
possesses the sole power to vote 4,000,000 shares of AMS Common Stock
and (ii) does not share voting power with respect to any shares of
AMS Common Stock. Advanced NMR does not possess the power to dispose
of the Pledged Shares without the prior written consent of USD nor
does it possess the power to dispose of the Escrow Shares.
(c) None, except the entry into the Security Agreement.
(d) Pursuant to the Security Agreement, USD has the sole
right to receive and hold as collateral any dividends declared on the
Pledged Shares.
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH
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RESPECT TO SECURITIES OF THE ISSUER
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Pursuant to the Security Agreement, which contains standard
default provisions, at any time after an event of default, USD may
vote or sell any or all of the Pledged Shares and give all consents,
waivers and ratifications in respect thereof and otherwise act with
respect thereto as though it were the outright owner thereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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3. Blocked Account, Pledge and Security Agreement, dated
as of February 27, 1997, between USD and Advanced NMR.
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<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in the statement
is true, complete and correct.
ADVANCED NMR SYSTEMS, INC.
By: /s/ Jack Nelson
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Name: Jack Nelson
Title: Chairman of the Board
Date: May 16, 1997
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