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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 1997
AMERICAN SHARED HOSPITAL SERVICES
(Exact name of registrant as specified in charter)
CALIFORNIA
(State or other jurisdiction
of incorporation or organization)
Commission File Number: 0-12849
94-2918118
(I.R.S. employer identification number)
FOUR EMBARCADERO CENTER #3620
SAN FRANCISCO CALIFORNIA 94111
(Address of principal executive
offices, including zip code)
415/788-5300
(Registrant's telephone number,
including area code)
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Item 5. Other Events - Recent Developments
American Shared Hospital Services (the "Company") has terminated discussions
with US Diagnostic Inc. ("USD") regarding a merger of the companies, because
USD is unable to proceed with negotiations within a reasonable time period and
on satisfactory terms.
In December 1996, the Company and USD agreed in principle to an acquisition in
which the Company's shareholders would have received $2.25 in cash for each
outstanding share. The parties agreed in January 1997 to increase the purchase
price to $2.40 in USD common stock, to achieve pooling accounting treatment for
the transaction.
Soon thereafter, USD publicly disclosed that it was under investigation by the
Securities and Exchange Commission and NASD for various matters, which has led
to changes in USD's senior management and a significant decline in USD's stock
price. The Company and USD subsequently announced the delay of their proposed
merger. The Company now has determined that the merger negotiations should be
terminated, because of the continued inability of USD to proceed with
discussions.
Item 7. Financial Statements and Exhibits.
None
Exhibits
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.
AMERICAN SHARED HOSPITAL SERVICES
By: /s/ Ernest A. Bates, M.D.
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Ernest A. Bates, M.D.
Chairman and Chief Executive Officer
Date: May 7, 1997
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