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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)/1/
AMERICAN SHARED HOSPITAL SERVICES
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
029595105
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(CUSIP Number)
John F. Hartigan, Esq.
Morgan, Lewis & Bockius LLP
300 South Grand Avenue
Los Angeles, California 90071-3132
(213) 612-2500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 8, 1999
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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(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
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 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
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CUSIP No. 029595105 13D Page 2 of 5 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AIF II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0 shares of Common Stock
8 SHARED VOTING POWER
0 shares of Common Stock
9 SOLE DISPOSITIVE POWER
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
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CUSIP No. 029595105 13D Page 3 of 5 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lion Advisors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0 shares of Common Stock
8 SHARED VOTING POWER
0 shares of Common Stock
9 SOLE DISPOSITIVE POWER
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 5 Pages
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STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
================================================================================
The Statement on Schedule 13D of AIF II, L.P. ("AIF II"), a Delaware
limited partnership, and Lion Advisors, L.P. ("Lion Advisors"), a Delaware
limited partnership (collectively, the "Reporting Persons"), relating to the
Common Stock, no par value ("Common Stock"), of American Shared Hospital
Services, a California corporation (the "Company"), is hereby amended as
follows:
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby restated as follows:
(a) See the information contained on the cover page to this Schedule 13D
which is incorporated herein by reference.
(b) See the information contained on the cover page to this Schedule 13D
which is incorporated herein by reference.
(c) On March 8, 1999, AIF II and Lion Advisors sold to the Company 135,174
and 304,144 shares of Common Stock, respectively, or 439,318 shares in the
aggregate, in a privately negotiated transaction. The Company paid $439,318 for
the shares in the aggregate, constituting a purchase price of $1.00 per share.
On March 8, 1999, AIF II and Lion Advisors sold to the Company warrants to
purchase 35,578 and 80,051 shares of Common Stock, respectively, or warrants to
purchase 115,629 shares in the aggregate, in a privately negotiated transaction.
The Company paid $28,907.25 for the warrants in the aggregate, constituting a
purchase price of $.25 per share underlying the warrants.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owners of more than
five percent of the shares of Common Stock on March 8, 1999.
Page 4 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 10, 1999
LION ADVISORS, L.P.
By: Lion Capital Management, Inc.,
General Partner
By: /s/ Michael D. Weiner
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Name: Michael D. Weiner
Title: Vice President, Lion Capital
Management, Inc.
AIF II, L.P.
By: Apollo Advisors, L.P.,
Managing General Partner
By: Apollo Capital Management, Inc.,
General Partner
By: /s/ Michael D. Weiner
---------------------
Name: Michael D. Weiner
Title: Vice President, Apollo Capital
Management, Inc.
Page 5 of 5 Pages
