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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):
MARCH 12, 1998
AMERICAN SHARED HOSPITAL SERVICES
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-8789 94-2918118
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
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
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On March 12, 1998, American Shared Hospital Services and one of
its wholly-owned subsidiaries (collectively, the "Company") entered into a
Securities Purchase Agreement (the "Purchase Agreement") with Alliance Imaging,
Inc. and two of its subsidiaries (collectively, the "Purchaser"). Pursuant to
the Purchase Agreement, the Company will sell to the Purchaser certain assets
constituting the Company's diagnostic imaging business. The purchase price for
the assets is approximately $13.6 million in cash and the assumption by the
Purchaser of the liabilities of the Company's diagnostic imaging business,
including approximately $26.1 million of debt.
The proposed transaction is subject to certain conditions,
including receipt of regulatory approvals and the approving vote of the holders
of a majority of the Company's outstanding common shares. The Company intends to
seek the approval of its shareholders in the near future.
The foregoing is the subject of a joint press release, a copy of
which is attached hereto as Exhibit 99 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
The following exhibits are filed with this report:
Exhibit No. Description
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99 Press Release dated March 12, 1998
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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)
By: /s/ Ernest A. Bates, M.D.
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Ernest A. Bates, M.D.
Chairman of the Board and
Chief Executive Officer
Dated: March 20, 1998
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Exhibit No. Description Page
- ----------- ----------- ----
99 Press Release dated March 12, 1998 5
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EXHIBIT 99
AMERICAN SHARED HOSPITAL SERVICES ALLIANCE IMAGING, INC.
FOUR EMBARCADERO CENTER #3620 1065 PACIFICENTER DRIVE #200
SAN FRANCISCO CA 94111 ANAHEIM CA 92806
P R E S S R E L E A S E
For Immediate Release
March 12, 1998
AMERICAN SHARED HOSPITAL SERVICES
SIGNS AGREEMENT TO SELL DIAGNOSTIC IMAGING BUSINESS TO
ALLIANCE IMAGING, INC.
San Francisco, California
Anaheim, California March 12 ____
AMERICAN SHARED HOSPITAL SERVICES (AMEX, PCX: AMS) and ALLIANCE IMAGING, INC.
today announced they have signed a definitive agreement for American Shared to
sell its medical diagnostic imaging assets to Alliance Imaging.
The purchase price includes approximately $13.6 million in cash, and the
assumption of liabilities associated with American Shared's diagnostic imaging
business, including approximately $26.1 million of debt. The assets to be sold
include American Shared's equipment and contracts pursuant to which it provides
MRI, CT, ultrasound and nuclear diagnostic imaging services to over 200
hospitals, medical centers and medical offices located in 23 states, as well as
American Shared's cardiac catheterization laboratory and respiratory therapy
services business. Alliance Imaging said the acquisition will improve its credit
ratios.
After consummation of the transaction, American Shared will continue to provide
Gamma Knife radiosurgery services to major medical centers through its
subsidiary, GK Financing, LLC. American Shared also will continue development of
its "Operating Room for the 21st Century" activities.
The proposed transaction is subject to certain conditions, including receipt of
regulatory approvals and the approving vote of a majority of the shareholders of
American Shared. The companies said that they hoped to consummate the
transaction before July 15, 1998.
....continued
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AMERICAN SHARED HOSPITAL SERVICES AND ALLIANCE IMAGING, INC.
Press Release March 12, 1998
Page 2
Commenting on today's announcement, Ernest A. Bates, M.D., chairman and CEO of
American Shared said, "This transaction gives American Shared added capital for
continued growth. We already are the largest owner of Gamma Knife radiosurgery
units, with 3 units currently operating plus signed contracts for 4 additional
sites which are under development now. We will continue our growth through
acquisition of existing radiosurgery and related treatment centers, and the
development of more new sites. We expect to play a leading role in the
consolidation of freestanding and hospital-based radiotherapy units."
American Shared Hospital Services is a diversified medical services company,
with interests in mobile and shared diagnostic imaging, insurance services and
(through its 81% equity interest in GK Financing, LLC) radiosurgery services.
Headquarters are in San Francisco.
Alliance Imaging, Inc., an affiliate of Apollo Management, L.P., is a leading
provider of comprehensive diagnostic imaging services to hospitals and other
healthcare providers. Services are provided on either a mobile, shared-user
basis or on a full-time, single-user basis.
* * * *
Contact: Alliance Imaging, Inc.
Kenneth S. Ord, 714/688-7100
www.allianceimaging.com
or
The Financial Relations Board, 310/442-0599
Karen Taylor, general information
Moira Conlon, analyst contact
Michaelle Burstin, media contact
American Shared Hospital Services
Richard Magary, 415/788-5300 (8am-6pm, M-F)
415/658-8003 (after hours)
415/431-2359 (home)
www.ashs.com
