<PAGE> 1
This Report was the subject of a Form 12b-25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ____________________
Commission file number 0-12849
AMERICAN SHARED HOSPITAL SERVICES
(Exact name of registrant as specified in its charter)
California 94-2918118
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Four Embarcadero Center, Suite 3620, San Francisco, California 94111
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (415) 788-5300
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No
--- ---
As of August 15, 1995 there are outstanding 3,870,401 shares of the
Registrant's common stock.
-1-
<PAGE> 2
AMERICAN SHARED HOSPITAL SERVICES
PART I - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
(unaudited) (audited)
ASSETS June 30, 1995 Dec. 31, 1994
------------------------------------------- ------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 461,000 $ 1,225,000
Receivables, less allowance for
uncollectible accounts of
$1,404,000 ($1,424,000 in
1994):
Trade accounts receivable 5,381,000 6,183,000
Other receivables 541,000 537,000
Note receivable from officer 54,000 54,000
------------ -------------
5,976,000 6,774,000
Inventories 113,000 146,000
Prepaid Expenses and other current assets 500,000 758,000
------------ -------------
TOTAL CURRENT ASSETS 7,050,000 8,903,000
Note Receivable from Officer, less current portion 232,000 248,000
Property and equipment:
Land buildings and improvements 2,204,000 2,351,000
Medical, transportation & office equipment 5,006,000 9,670,000
Capitalized lease equipment 28,750,000 38,271,000
------------ -------------
35,960,000 50,292,000
Accumulated depreciation & amortization (12,121,000) (18,165,000)
------------ -------------
Net Property and Equipment 23,839,000 32,127,000
Intangible assets, less accumulated
amortization 1,376,000 2,118,000
Other Assets 441,000 943,000
------------ -------------
TOTAL ASSETS 32,938,000 44,339,000
============ =============
LIABILITIES AND
STOCKHOLDERS' EQUITY (unaudited) (audited)
(NET CAPITAL DEFICIT) June 30, 1995 Dec 31,1994
---------------------- ------------- -----------
<C> <C> <C>
Current liabilities:
Accounts payable $ 3,664,000 $ 4,450,000
Accrued interest 146,000 8,497,000
Employee compensation 1,050,000 1,210,000
Other accrued liabilities 1,383,000 1,317,000
Current portion of long-
term debt 1,152,000 196,000
Current portion of obligations
under capital leases 8,512,000 8,135,000
Senior subordinated notes 0 18,467,000
------------ ------------
TOTAL CURRENT LIABILITIES 15,907,000 42,272,000
Long-term debt, less current portion 7,378,000 2,539,000
Obligations under capital leases
less current portion 17,300,000 21,705,000
Deferred income taxes 164,000 164,000
Senior Subordinated Notes 773,000 0
Stockholders' equity (Net Capital
Deficiency):
Common stock, without par value:
authorized shares - 10,000,000
issued & outstanding shares,
3,870,000 in 1995 & 2,867,000
in 1994 10,141,000 8,795,000
Additional paid-in capital 849,000 763,000
Accumulated deficit (19,574,000) (31,899,000)
------------ ------------
Total stockholders' equity
(Net Capital Deficiency) (8,584,000) (22,341,000)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (NET CAPITAL DEFICIENCY) 32,938,000 44,339,000
============ ============
</TABLE>
See Accompanying Notes
-2-
<PAGE> 3
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
----------------------------- -------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Medical services $ 8,468,000 $ 9,578,000 $ 17,140,000 $ 19,451,000
============= ============= ============= =============
COSTS AND EXPENSES:
Costs of operations:
Medical services payroll 1,762,000 2,545,000 3,473,000 5,215,000
Maintenance and supplies 1,748,000 1,789,000 3,412,000 3,521,000
Depreciation and amortization 2,283,000 1,956,000 4,623,000 3,965,000
Equipment rental 775,000 1,095,000 1,208,000 2,315,000
Other 1,047,000 1,196,000 1,905,000 2,222,000
Write-down of assets 4,425,000 0 4,425,000 0
------------- ------------- ------------- -------------
$ 12,040,000 $ 8,581,000 $ 19,046,000 $ 17,238,000
Selling and administrative 1,656,000 1,631,000 2,958,000 3,025,000
Interest 1,524,000 1,519,000 3,274,000 3,082,000
------------- ------------- ------------- -------------
TOTAL COSTS AND EXPENSES $ 15,220,000 $ 11,731,000 $ 25,278,000 $ 23,345,000
------------- ------------- ------------- -------------
Equity in earnings of partnership 7,000 19,000 23,000 37,000
Gain (loss) on sale of assets &
equipment (54,000) 61,000 (46,000) 145,000
Interest and other income 29,000 24,000 108,000 45,000
------------- ------------- ------------- -------------
Loss before income taxes & ($ 6,770,000) ($ 2,049,000) ($ 8,053,000) ($ 3,667,000)
extraordinary item
Income tax provision 0 5,000 0 18,000
------------- ------------- -------------
Loss before extraordinary item ($ 6,770,000) ($ 2,054,000) ($ 8,053,000) ($ 3,685,000)
------------- ------------- ------------- -------------
Extraordinary item- gain on early
extinguishment of debt 20,378,000 0 20,378,000 0
------------- ------------- ------------- -------------
Net Income (Loss) $ 13,608,000 ($ 2,054,000) $ 12,325,000 ($ 3,685,000)
============= ============= ============= =============
Income (Loss) per share:
income (loss) before extraordinary item ($ 1.50) ($ 0.72) ($ 2.18) ($ 1.29)
extraordinary item $ 4.52 -0- $ 5.51 -0-
Net income (loss) per share $ 3.02 ($ 0.72) $ 3.33 ($ 1.29)
Common shares and equivalents used in 4,506,000 2,867,000 3,700,000 2,867,000
computing per share amounts
</TABLE>
See Accompanying Notes
-3-
<PAGE> 4
AMERICAN SHARED HOSPITAL SERVICES
Condensed Consolidated Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
1995 1994
------------ -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income (loss) 12,325,000 (3,685,000)
Adjustment to reconcile net income (loss) to net
cash provided by operating activities:
Extraordinary gain (20,378,000) 0
Write-down of assets 4,425,000 0
Depreciation and amortization 4,928,000 4,324,000
Equity in (earnings) of partnerships (23,000) (37,000)
Compensation from stock grants 265,000 0
Gain (loss) on sale of assets 46,000 (145,000)
Changes in operating assets and liabilities:
Decrease (increase) in receivables 798,000 (114,000)
Decrease (increase) in inventory 33,000 (20,000)
Decrease in prepaid
expenses & other assets 208,000 185,000
(Decrease) increase in account payable &
and accrued liabilities (377,000) 1,474,000
----------- ----------
Net cash provided by operating activities 2,250,000 1,982,000
INVESTING ACTIVITIES
Proceeds from sale and disposition of equipment 63,000 671,000
Payment for purchase of property and equipment 209,000 (785,000)
Other (111,000) 652,000
----------- ----------
Net cash provided by investing activities 161,000 538,000
FINANCING ACTIVITIES:
Payment for repurchase of bonds (3,893,000) 0
Proceeds from loan agreement 7,000,000 0
Principal payments on long-term debt and
obligations under capital leases (5,719,000) (2,073,000)
Other (563,000) 0
----------- ----------
Net cash used in financing activities (3,175,000) (2,073,000)
Net (decrease) increase in cash and cash equivalents (764,000) 447,000
Cash and cash equivalents at beginning of period 1,225,000 957,000
----------- ----------
Cash and cash equivalents at end of period 461,000 1,404,000
=========== ==========
SUPPLEMENTAL CASH FLOW DISCLOSURE
Interest paid 2,770,000 466,000
=========== ==========
Income taxes paid 54,000 18,000
=========== ==========
</TABLE>
See accompanying notes
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<PAGE> 5
AMERICAN SHARED HOSPITAL SERVICES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Basis of Presentation
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of
only normal recurring accruals) necessary to present fairly American Shared
Hospital Services' (the "Company") consolidated financial position as of
June 30, 1995 and the results of its operations for the six months ended
June 30, 1995 and 1994, which results are not necessarily indicative of
results on an annual basis. Consolidated balance sheet amounts as of
December 31, 1994 have been derived from audited financial statements.
These financial statements include the accounts of the Company and its
wholly owned subsidiaries, CuraCare, Inc., MMRI, Inc., European Shared
Medical Services Limited, American Shared Radiosurgery Services, African
American Church Health and Economic Services, Inc. and ACHES Insurance
Services, Inc. All significant intercompany accounts and transactions have
been eliminated.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Medical Services Revenues of $8,468,000 and $17,140,000 for the three and
six months ended June 30, 1995 represent a 12% decline in each period,
compared to Medical Services Revenues of $9,578,000 and $19,451,000 for the
three and six months ended June 30, 1994.
Revenues from Magnetic Resonance Imaging (MRI) for the three and six month
periods ended June 30, 1995 increased $652,000 and $1,343,000 compared to
the same periods in the prior year. The increase was due primarily to the
commencement of new customer contracts and increased utilization from
contracts commenced in prior periods. The Company had a net increase of
approximately 14 new customer contracts as of June 30, 1995 compared to
June 30, 1994.
Computed Tomography (CT) revenues declined $100,000 and $395,000, for the
three and six month periods ended June 30, 1995, respectively, compared to
the same periods in the prior year due to the operation of two fewer
scanners and lower revenue generation from mobile routes. Nuclear Medicine
and Ultrasound revenues decreased $331,000 and $616,000 for the three and
six month periods ended June 30, 1995, respectively, compared to the same
periods in the prior year as a result of the December 31, 1994 sale of two
Ultrasound Department contracts as a part of its Respiratory Therapy
Department contract sale and the continued reduction in mobile Ultrasound
revenues.
- 5 -
<PAGE> 6
Respiratory Therapy Services revenues decreased $1,236,000 and $2,643,000
for the three and six month periods ended June 30, 1995, respectively,
compared to the same periods in the prior year due to the sale of eight
Respiratory Therapy contracts, the Respiratory Registry and the termination
of three contracts in the first six months of 1995. During the remainder
of 1995 an additional two contracts will terminate.
Gamma Knife Revenues decreased $95,000 and remained constant for the three
and six month periods ended June 30, 1995, respectively, compared to the
same periods in the prior year. Gamma Knife revenues are not currently a
significant component of the Company's revenues.
Total Costs of Operations increased $3,459,000 and $1,808,000 for the three
and six month periods ended June 30, 1995, respectively, compared to the
same periods in the prior year. Medical Services payroll, the largest
routine component of total Costs of Operations, decreased $783,000 and
$1,742,000 for the three and six month periods ended June 30, 1995,
respectively, compared to the same periods in the prior year. The decrease
is primarily attributable to the Company's sale of its Respiratory Therapy
Department and related contracts during the fourth quarter of 1994.
Maintenance and supplies decreased $41,000 and $109,000 for the three and
six month periods ended June 30, 1995, respectively, compared to the same
periods in the prior year. The decrease is primarily attributable to
pricing reductions on MRI maintenance contracts and a decrease in supply
usage associated with the sale and termination of Respiratory Therapy
contracts. Depreciation and amortization increased $327,000 and $658,000
for the three and six month periods ended June 30, 1995, respectively,
compared to the same periods in the prior year. The increase is primarily
attributable to the Company's lease restructuring with its primary
equipment lessor which was effective January 1, 1994 but recorded
cumulatively in the fourth quarter of 1994. Equipment leases previously
accounted for as rentals were accounted for as capitalized leases
(increased depreciation and interest expense) due to the lease
restructuring. Equipment rental decreased $320,000 and $1,107,000 for the
three and six month periods ended June 30, 1995, respectively, compared to
the same periods in the prior year as a result of the Company's
aforementioned lease restructuring with its primary equipment lessor. Other
operating costs decreased $149,000 and $317,000 for the three and six month
periods ended June 30, 1995, respectively, compared to the same periods in
the prior year primarily due to a reduction in regional office and
property related costs.
In connection with the adoption of the Statement of Financial Accounting
Standards No. 121 (FAS 121), during the second quarter of 1995, management
reviewed the recoverability of the carrying value of long-lived assets,
primarily fixed assets, goodwill and deferred costs based on the life of
the assets.
The Company initiated its review of potential loss impairment due to the
continuing changes in the health care environment which have put downward
pressure on customer and equipment pricing. These changes have resulted in
recent operating results and future forecasted operating results for
certain assets which were less than previously planned.
This situation led to the conclusion that there was a potential impairment
in the recorded value of fixed assets, goodwill and deferred costs.
Management's estimate of future undiscounted cash flows over the useful
life of certain assets was determined to be less than their recorded
values, indicating impairment of these assets under provisions of FAS 121.
An impairment loss of $4,425,000 was recorded in the second quarter of 1995
based on the differences between the fair value determined by third
parties and the recorded values of certain assets. The impairment
loss is comprised of write-downs of equipment of $3,650,000 (primarily MRI,
CT and nuclear medicine); goodwill of $600,000; and deferred assets of
$175,000.
Selling and Administrative costs increased $25,000 and decreased $67,000
for the three and six month periods ended June 30, 1995, respectively,
compared to the same periods in the prior year. The three and six month
periods ended June 30, 1995 results would
- 6 -
<PAGE> 7
have both reflected decreases except for a second quarter, 1995 charge of
$265,000 to salary and wage expense for the 184,000 shares of common stock
issued to the Company's Chairman and CEO Ernest A. Bates, M.D. for his
continued services to the Company and his personal guarantee of $6,500,000
of indebtedness of the Company (see Liquidity and Capital Resources").
Interest expense increased $5,000 and $192,000 for the three and six month
periods ended June 30, 1995, respectively, compared to the same periods in
the prior year. The increase for the three and six month periods ended
June 30, 1995 compared to the same period in the prior year is primarily
due to the Company's aforementioned lease restructuring with its primary
equipment lessor and utilization of a new credit facility commencing May
17, 1995 (see Liquidity and Capital Resources), offset by the reduction in
interest from the restructuring of its Senior Subordinated Notes on May 17,
1995 (see Liquidity and Capital Resources) and the pay-off of its revolving
credit facility on February 28, 1995. In addition, the warrants issued to
the Company's primary lessor on May 17, 1995 as a condition to the
Company's Senior Subordinated Note restructuring resulted in a charge to
interest expense of $167,000.
The Company had losses before extraordinary item of $6,770,000 and
$8,053,000 for the three and six month periods ended June 30, 1995,
respectively, compared to net losses of $2,054,000 and
- 7 -
<PAGE> 8
$3,685,000 for the same periods in the prior year. Included in the Company's
three and six month losses was a charge of $4,425,000 due to adoption of FAS
121. The Company had net income of $13,608,000 and $12,325,000 for the three
and six month periods ended June 30, 1995, respectively, compared to net
losses of $2,054,000 and $3,685,000 for the same periods in the prior year.
The Company's three and six month net income results included an extraordinary
gain of $20,378,000 on its Senior Subordinated Note restructuring recorded on
May 17, 1995. The gain resulted from the repurchase of $17,694,000 of face
amount plus $8,854,000 of accrued and unpaid interest of the Company's 14-3/4%
and 16-1/2% Senior Subordinated Notes net of cash, common stock and warrants
issued and transaction related costs of $3,893,000, $1,250,000 and $1,027,000
respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash and cash equivalents of $461,000 at June 30, 1995
compared to $1,225,000 at December 31, 1994. The Company's cash position
decreased in 1995 as a result of its operating losses.
On May 17, 1995, the Company repurchased for cash and securities approximately
96% of its outstanding 16-1/2% Senior Subordinated Exchangeable Reset Notes
due 1996 and 14-3/4% Senior Subordinated Notes due 1996 (collectively, the
"Subordinated Notes"). This repurchase, together with the December 1994 lease
restructuring described below and the availability of up to $8,000,000 of new
debt financing, concluded an overall restructuring of the Company's
obligations.
In 1992, the Company determined that it would not generate sufficient revenues
or achieve sufficient expense reductions to meet in full its scheduled debt
and lease obligations. Accordingly, the Company suspended interest payments
under the Subordinated Notes beginning with the October 15, 1992 semi-annual
interest payment and suspended lease payments on a significant portion of its
equipment leases from December 1, 1992. As a result, the Company was in
default under substantially all of its debt and lease obligations and the
holders had the right to accelerate such obligations. The Company stated that
any such acceleration would cause it to seek a liquidation in bankruptcy.
The Company engaged in prolonged restructuring negotiations with its creditors
following the actions referred to in the immediately preceding paragraph. As
a result of these negotiations, the following resolutions were achieved:
1. Secured Credit Facility. The Company's revolving credit facility was
repaid in full and terminated on February 28, 1995
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<PAGE> 9
with a portion of the proceeds of the sale of eight respiratory therapy
contracts. The revolving credit facility was replaced in May 1995 in
connection with the repurchase of the Subordinated Notes (see below).
2. Equipment Leases. On December 31, 1994, the Company entered into a lease
restructuring with its primary equipment lessor. Under the lease
restructuring, the leases covering substantially all of the Company's medical
equipment were modified to extend the lease terms and to reduce scheduled
lease payments. During 1994, the Company made monthly aggregate payments
based on the estimated restructured lease payments. In addition, certain
accrued and unpaid lease and service payments were converted into a $2,000,000
secured seven (7) year note (the "Lessor's Note"). The Lessor's Note bears
interest at an annual rate of 4%, payable in arrears, and will mature on
December, 2001. Monthly payments of interest only are due through November,
1995. Thereafter the principal balance of the Lessor's Note will amortize in
75 equal monthly installments until maturity. The Lessor's Note is secured by
a lien on the Accounts Receivable of CuraCare, Inc. and American
Shared-CuraCare. The Lessor's Note is also secured by a lien on two CT units
and one Ultrasound unit.
3. Subordinated Notes. On May 5, 1995, in lieu of a previously negotiated
restructuring that would have resulted in the exchange of 96% of the Senior
Subordinated Notes for 89.4% of the Company's Common stock, the Company agreed
to repurchase such Notes (including accrued, unpaid interest) for a
combination of cash and equity equal to approximately 25% of the Company's
fully diluted outstanding shares. On May 17, 1995 the Company completed its
repurchase of approximately 96% of its Subordinated Notes from the four
Noteholders. The four Noteholders received approximately $3,900,000 in cash,
plus a total of 819,000 shares of common stock (equal to approximately 20% of
the Company's then fully diluted outstanding common shares), and warrants for
an additional 216,000 shares of common stock (equal to approximately 5% of the
then fully diluted common shares). The warrants are immediately exercisable
at $0.75 per share in cash.
The restructuring results in annual interest savings from the Subordinated
Notes of approximately $2,890,000. In addition, under the terms of the
Subordinated Notes, the Subordinated Notes would have matured in October 1996.
After the restructuring there still remain outstanding approximately $773,000
of Subordinated Notes with required annual interest payments of $125,000. The
Company paid accrued and unpaid interest through April 15, 1995 of
approximately $460,000 to holders of unexchanged Subordinated Notes on the May
17, 1995 closing date.
The repurchase of the Subordinated Notes was completed with the proceeds of
three new credit facilities made available to the Company. One credit
facility was a 48 month level amortizing loan of $2,500,000 at an interest
rate of 15%. This term loan
- 9 -
<PAGE> 10
is secured by various unencumbered equipment, the Company's Modesto real
property and accounts receivable. The proceeds were used to repurchase
Subordinated Notes, refinance certain equipment and provide working capital.
The second credit facility is a two year, $4,000,000 interest only revolving
credit facility at Bank of America prime lending rate plus five percent (5%).
The revolving credit facility, secured by the Company's Accounts Receivable
had a $2,798,000 loan balance as of June 30, 1995. The proceeds were used to
repurchase Subordinated Notes. The Company had additional borrowing capacity
under its revolving credit facility, based on its eligible Accounts Receivable
valuation of $574,000, at June 30, 1995. The third credit facility is an 18
month level amortizing loan of $1,500,000 at an interest rate of 10.5%. The
proceeds were utilized to refinance certain equipment and provide additional
working capital.
The Company has called another shareholder meeting for October 6, 1995 to
obtain shareholder approval for the issuance of additional shares of common
stock to Dr. Bates, as further consideration for his continued services to the
Company and his personal guarantees on $6,500,000 of the Company's new credit
facilities. If shareholders approve that proposal, Dr. Bates would hold
approximately 43% of the Company's then fully diluted outstanding shares, and
the selling Noteholders would receive additional shares and warrants to
maintain approximately a 25% fully diluted ownership of the Company's common
stock. If the proposal for issuance of additional shares and warrants is
approved, existing shareholders then would own approximately 30% of the
Company's issued and outstanding stock. The four selling Noteholders have
agreed to vote their shares in favor of issuing the additional stock to Dr.
Bates and in favor of a new Employee Stock Option Plan, covering 330,000
common shares, to succeed one which expired in 1994.
The various restructuring transactions described above cured all of the
Company's outstanding defaults. The Company nevertheless remains highly
leveraged and has significant cash payment requirements under its equipment
leases and credit facilities. Scheduled cash equipment lease payments during
the next 12 months are $11,250,000 and scheduled interest and principal
payments under the Company's other loan obligations during such period are
approximately $2,085,000. The Company's revenues during the first six months
of 1995 were not sufficient to make these payments. Accordingly, the Company
during the next 12 months must increase its revenues and reduce its cost
structure in order to meet its obligations as they become due. There can be
no assurance that the Company will be able to meet its scheduled obligations
during the next 12 months.
- 10 -
<PAGE> 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
On May 17, 1995, the Company and First Interstate Bank of California, as
Trustee, entered into (i) Supplemental Indenture No. 2 to the Indenture dated
as of October 15, 1988 relating to the Company's Senior Subordinated
Exchangeable Reset Notes Due October 15, 1996 and (ii) Supplemental Indenture
No. 1 to the Indenture dated as of October 15, 1988 relating to the Company's
14-3/4% Senior Subordinated Notes Due October 15, 1996 (collectively, the
"Supplemental Indentures"). The Supplemental Indentures removed from the
indentures to which they relate and the underlying securities certain
restrictive covenants concerning the payment of dividends, maintenance of a
minimum consolidated net worth and creation of indebtedness.
Item 3. Defaults upon Senior Securities
The Company did not make the semi-annual interest payments due October 15,
1992, April 15, 1993, October 15, 1993, April 15, 1994, October 15, 1994 and
April 15, 1995 on its Senior Subordinated Exchangeable Reset Notes Due October
15, 1996 and the 14-3/4% Senior Subordinated Notes Due October 15, 1996
(collectively, the "Senior Notes"). As a result the Company was in default
under the Senior Notes with a total interest arrearage at May 10, 1995 of
$9,252,000. The defaults were cured on May 17, 1995 through the purchase by
the Company of approximately 96% of the Senior Notes and the payment in full
of accrued and unpaid interest to the remainder of the Senior Notes.
Item 4. Submission of Matters to a Vote of Securities Holders.
The Company's annual meeting of shareholders, originally scheduled for April
7, 1995, was held on May 18, 1995. At the meeting, the following matters were
voted upon by the shareholders with the results set forth below:
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<PAGE> 12
<TABLE>
<CAPTION>
Number of Shares Voting Broker
-----------------------
For Against Abstaining Non-Votes
--- ------- ---------- ---------
<S> <C> <C> <C> <C> <C>
1. Restructuring 1,517,824 173,701 7,100 560,858
2. Increase in
Authorized
Common Shares 1,513,924 172,501 12,200 560,858
3. Election of
Directors:
-Slate 1: In Favor Withheld
-------- -------- --------
Bates 2,199,072 60,411
Brown 2,199,472 60,011
French 2,201,072 58,411
Hills 2,201,072 58,411
Pang 2,199,052 60,431
Spector 2,201,472 58,011
Upchurch 2,201,472 58,011
-Slate 2: In Favor Withheld
-------- -------- --------
Bates 1,215,079 1,044,404
Barnes 1,213,079 1,046,404
Brown 1,213,079 1,046,404
Ross 1,213,079 1,046,404
White 1,213,079 1,046,404
Wilson 1,213,079 1,046,404
</TABLE>
In light of the repurchase by the Company of the Senior Notes on May 17,
1995, the Board of Directors considered the vote on items 1 and 2 to be moot.
Immediately following the repurchase of the Senior Notes and prior to taking
the vote of shareholders, Messrs. Hills, French, Upchurch and Spector and
Ms. Pang submitted letters to the Company in which they withdrew their names
from consideration as Directors, resulting in the election of Dr. Bates,
Mr. Barnes, Mr. Brown, Mr. Ross, Dr. White and Dr. Wilson to the Board of
Directors.
Item 6. Exhibits and Reports on Form 8-K.
None.
- 12 -
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN SHARED HOSPITAL SERVICES
Registrant
Date: August 21, 1995 /S/ Ernest A. Bates, M.D.
---------------------------------------
Ernest A. Bates, M.D.
Chairman of the Board and
Chief Executive Officer
Date: August 21, 1995 /S/ Craig K. Tagawa
---------------------------------------
Craig K. Tagawa
Senior Vice President - Chief
Financial Officer
- 13 -
<PAGE> 14
EXHIBIT INDEX
EX. 27 FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 461
<SECURITIES> 0
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<COMMON> 10,141
0
0
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</TABLE>
