UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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)
MAY 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 7 Pages
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SCHEDULE 13D
CUSIP No. 00753Q-101 Page 2 of 7 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 1,250,000
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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
1,250,000
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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)
16.4%
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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. 5 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, Amendment No. 2 to the
Statement filed with the Commission on June 12, 1996 and
Amendments No. 3 and No. 4 to the Statement, dated May 16, 1997.
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 4. PURPOSE OF TRANSACTION.
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Item 4 is amended to add the following:
On May 27, 1997, Advanced NMR and AMS jointly announced
that their respective Boards of Directors had agreed upon the
terms of a merger (the "Merger") of AMS with Advanced NMR (or a
newly-formed, wholly-owned subsidiary of Advanced NMR). The
Merger transaction is subject to execution of a definitive Merger
Agreement, filing and clearance of proxy material for special
stockholder meetings of both companies' stockholders, stockholder
approval and customary closing conditions. Upon the Merger, the
AMS Common Stock would cease to be listed on the Nasdaq Small-Cap
Market and AMS would cease the registration of its Common Stock
under the Securities Exchange Act of 1934.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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(4) Press Release, dated May 27, 1997.
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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 29, 1997
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EXHIBIT (4)
[LOGO] ADVANCED NMR [LOGO] ADVANCED
SYSTEMS, INC. MAMMOGRAPHY
SYSTEMS, INC.
NEWS RELEASE
============
Company Contact:
---------------
Beverly Tkaczenko
800.476.0569
FOR IMMEDIATE RELEASE
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ADVANCED NMR SYSTEMS, INC. AND
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
ANNOUNCE PLANS TO MERGE
WILMINGTON, MASS., MAY 27, 1997 - ADVANCED NMR SYSTEMS, INC.
(NASDAQ: ANMR) AND ADVANCED MAMMOGRAPHY SYSTEMS, INC. (NASDAQ:
MAMO) announced today that the Boards had agreed upon terms for
the merger of both Companies. Under the terms of the proposed
transaction Advanced Mammography Systems shareholders (without
consideration of the Advanced Mamography systems shares currently
owned by Advanced NMR Systems) would receive approximately $7.2
million in Advanced NMR Systems stock valued at $2.50 after a
proposed one (1) for ten (10) reverse stock split is effected.
Advanced Mammography Systems' shareholders would own
approximately forty percent (40%) of the outstanding shares of
the new Company. The transaction is subject to execution of
definitive agreements between the two Companies, S.E.C. clearance
of the proxy materials, Advanced Mammography Systems shareholder
approval of the transaction, and Advanced NMR Systems shareholder
approval of a 1:10 reverse split of its stock and customary
closing conditions. Each Company will be obtaining a fairness
opinion and has been guided in negotiations by its respective
investment bankers. Houlihan Lokey Howard & Zukin represents
Advanced NMR Systems and Valumetrics, Inc. represents Advanced
Mammography Systems and the special committee of independent
directors. The new entity will be given a new corporate name
consistent with its more focused mission.
Advanced NMR Systems has been contemplating its future strategic
direction after successfully unencumbering itself from debt and
receiving an infusion of cash from the sale of its Medical
Diagnostics (MDI) imaging operation to US Diagnostics Inc.
(USDL). Advanced NMR Systems currently owns rehabilitation
centers in Massachusetts and has made an investment in an MRI
breast imaging center at Faulkner Hospital utilizing Advanced
Mammography Systems' Aurora(TM) system. Advanced NMR Systems
also has an exclusive agreement with General Electric Medical
Systems (GEMS) for the integration of high field MR systems.
It is the investment at Faulkner Hospital which Advanced NMR
Systems determined was most promising and which led to the
development of a strategic plan which contemplates the
utilization of Advanced Mammography Systems' Aurora system for
future growth.
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PAGE 2
ADVANCED NMR SYSTEMS, INC. & ADVANCED MAMMOGRAPHY
SYSTEMS, Inc. ANNOUNCE.....
News Release -- May 27 1997
Jack Nelson, Chairman and Chief Executive Officer, of Advanced
NMR Systems and Advanced Mammography Systems stated: "Advanced
Mammography Systems has emerged from a long period of research
and development of its Aurora system to a point where its unique
technology is receiving worldwide acclaim and is poised for a
successful commercial launch. The Aurora is the only FDA
cleared, dedicated MR breast imaging system. We have growing
confidence that the Aurora can provide enhanced diagnostic
utility in breast imaging which addresses dramatic and
transparent needs of the medical community to benefit women's
health.
We have reached this initial juncture in Advanced Mammography
Systems through interim financial arrangements that have occupied
much of management's recent focus and created a constant downward
pressure on what should be blossoming shareholder value. With
the cash reserves of Advanced NMR Systems, Advanced Mammography
Systems will be able to enter the commercial world which is now
within its grasp without deflecting its attention to capital
raising concerns. Advanced Mammography Systems after
consummation of this transaction will have the opportunity to
translate its unique, low cost, dedicated MR breast imaging
system into a powerful tool for imaging centers, women's centers,
mammographers, and hospitals to benefit women's health and
simultaneously provide commercial success to increase shareholder
value.
Advanced NMR Systems has struggled through a most difficult
period and has witnessed dramatic erosion in shareholder value.
Over the course of the past year, management has taken drastic
action to save the Company. We have curtailed dramatically our
technology development and production. We have sold our Medical
Diagnostics (MDI) imaging business which unencumbered us from
burdensome debt and has provided us with substantial cash
reserves. We have sublet space, laid off a large number of
employees, and are currently engaged in negotiations which should
convert other assets into accessible cash. We have managed to
survive many difficult and what at times appeared to be
insurmountable obstacles. The Company now has the wherewithal to
pursue a strategic direction which we believe will convert our
struggles of the past into successes in the future. We believe
that our investment in the breast imaging center at Faulkner
Hospital represents a marvelous opportunity to capture the
exclusiveness and uniqueness of the Aurora system to provide a
benefit to women and increase shareholder value.
We are witnessing a growing worldwide awareness of women's health
issues. the Aurora system and its contemplated enhancements is a
distinct and beneficial tool in the arsenal of diagnostic
equipment engaged in the battle to detect and diagnose breast
disease.
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PAGE 3
ADVANCED NMR SYSTEMS, INC. & ADVANCED MAMMOGRAPHY
SYSTEMS, Inc. ANNOUNCE.....
News Release -- May 27 1997
The marriage of Advanced NMR Systems and Advanced Mammography
Systems provides each partner with its missing ingredient for
success. Advanced NMR Systems obtains the market power and
burgeoning opportunities of the Aurora system's commercialization
and Advanced Mammography Systems receives the financial support
to complete its product development, participate in multi-site
testing and commercialize its product. We are convinced that
both companies have emerged from a difficult struggle to reach
this moment in time when both sets of shareholders can benefit
from the respective advantages that each Company provides.
SAFE HARBOR STATEMENT:
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This press release contains forward-looking information based
upon current expectations that include a number of business risks
and uncertainties. The factors that could cause results to
differ materially include the following: delays in product
development, lack of market acceptance of technology,
technological innovations for competitors and changes in health
care regulations, including reimbursement.
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