<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
ALLIANCE IMAGING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
DELAWARE 8099 33-0239910
(STATE OR OTHER (PRIMARY STANDARD (I.R.S.
JURISDICTION INDUSTRIALCLASSIFICATION EMPLOYERIDENTIFICATION
OFINCORPORATION OR CODE NUMBER) NUMBER)
ORGANIZATION)
---------------
1065 NORTH PACIFICENTER DRIVE, SUITE 200
ANAHEIM, CALIFORNIA 92806
(714) 688-7100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
ROYAL MEDICAL HEALTH SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
PENNSYLVANIA 8099 25-1738355
(STATE OR OTHER (PRIMARY STANDARD (I.R.S.
JURISDICTION INDUSTRIALCLASSIFICATION EMPLOYERIDENTIFICATION
OFINCORPORATION OR CODE NUMBER) NUMBER)
ORGANIZATION)
---------------
1065 NORTH PACIFICENTER DRIVE, SUITE 200
ANAHEIM, CALIFORNIA 92806
(714) 688-7100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
<PAGE>
ALLIANCE IMAGING OF OHIO, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
DELAWARE 8099 33-0768045
(STATE OR OTHER (PRIMARY STANDARD (I.R.S.
JURISDICTION INDUSTRIALCLASSIFICATION EMPLOYERIDENTIFICATION
OFINCORPORATION OR CODE NUMBER) NUMBER)
ORGANIZATION)
---------------
1065 NORTH PACIFICENTER DRIVE, SUITE 200
ANAHEIM, CALIFORNIA 92806
(714) 688-7100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
ALLIANCE IMAGING OF MICHIGAN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
DELAWARE 8099 33-0779723
(STATE OR OTHER (PRIMARY STANDARD (I.R.S.
JURISDICTION INDUSTRIALCLASSIFICATION EMPLOYERIDENTIFICATION
OFINCORPORATION OR CODE NUMBER) NUMBER)
ORGANIZATION)
---------------
1065 NORTH PACIFICENTER DRIVE, SUITE 200
ANAHEIM, CALIFORNIA 92806
(714) 688-7100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
ALLIANCE IMAGING OF CENTRAL GEORGIA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
GEORGIA 8099 33-0606074
(STATE OR OTHER (PRIMARY STANDARD (I.R.S.
JURISDICTION INDUSTRIALCLASSIFICATION EMPLOYERIDENTIFICATION
OFINCORPORATION OR CODE NUMBER) NUMBER)
ORGANIZATION)
---------------
1065 NORTH PACIFICENTER DRIVE, SUITE 200
ANAHEIM, CALIFORNIA 92806
(714) 688-7100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
MR. RICHARD N. ZEHNER, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
1065 NORTH PACIFICENTER DRIVE, SUITE 200
ANAHEIM, CALIFORNIA 92806
(714) 688-7100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
WITH COPIES TO:
ANTHONY T. ILER, ESQ. JOHN J. SUYDAM, ESQ. JAMES J. CLARK, ESQ.
IRELL & MANELLA LLP O'SULLIVAN GRAEV & CAHILL GORDON & REINDEL
333 SOUTH HOPE STREET KARABELL, LLP 80 PINE STREET
SUITE 3300 30 ROCKEFELLER PLAZA NEW YORK, NEW YORK 10005
LOS ANGELES, CALIFORNIA NEW YORK, NEW YORK 10112 (212) 701-3000
90071 (212) 408-2400
(213) 620-1555
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-33817
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER NOTE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
9 5/8% Senior
Subordinated Notes due
2005................... $10,000,000 100% $10,000,000 $2,950
- ---------------------------------------------------------------------------------------
Floating Interest Rate
Subordinated Term
Securities due 2005
(FIRSTSSM)*............ $5,000,000 100% $5,000,000 $1,475
- ---------------------------------------------------------------------------------------
Guarantees of the 9 5/8%
Senior Subordinated
Notes due 2005......... $10,000,000 (1) (1) (1)
- ---------------------------------------------------------------------------------------
Guarantees of Floating
Interest Rate
Subordinated Term
Securities due 2005
(FIRSTSSM)*............ $5,000,000 (1) (1) (1)
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
</TABLE>
* FIRSTS is a service mark of BT Alex. Brown Incorporated.
(1) This Registration Statement covers the Guarantees to be issued by
subsidiaries of Alliance Imaging, Inc. of its obligations under the 9 5/8%
Senior Subordinated Notes due 2005 and the Floating Interest Rate
Subordinated Term Securities due 2005. Such Guarantees are to be issued for
no additional consideration, and therefore no registration fee is required.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-2 (File No. 333-33817) filed by Alliance Imaging, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
on August 15, 1997, as amended by Amendment No. 1 to the Registration
Statement filed by the Registrant with the Commission on September 29, 1997,
as further amended by Amendment No. 2 to the Registration Statement filed by
the Registrant with the Commission on October 15, 1997, as further amended by
Amendment No. 3 to the Registration Statement filed by the Registrant with the
Commission on November 11, 1997, as further amended by Amendment No. 4 to the
Registration Statement filed by the Registrant with the Commission on November
21, 1997, as further amended by Amendment No. 5 to the Registration Statement
filed by the Registrant with the Commission on November 25, 1997, as further
amended by Amendment No. 6 to the Registration Statement filed by the
Registrant with the Commission on December 9, 1997, as further amended by
Amendment No. 7 to the Registration Statement filed by the Registrant with the
Commission on December 11, 1997, as further amended by Amendment No. 8 to the
Registration Statement filed by the Registrant with the Commission on December
11, 1997, which was declared effective by the Commission on December 11, 1997,
are incorporated herein by reference.
1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. NOTE EXHIBIT DESCRIPTION
- ----------- ---- --------------------------------------------------------------------------
<S> <C> <C>
1 (14) Form of Underwriting Agreement.
2.1 (10) Agreement and Plan of Merger dated as of July 23, 1997 between Alliance
and Newport Investment LLC (the "Recapitalization Merger Agreement").
2.2 (11) Amendment No. 1 dated as of August 13, 1997 to the Recapitalization Merger
Agreement.
2.3 (11) Amendment No. 2 dated as of October 13, 1997 to the Recapitalization
Merger Agreement.
2.4 (11) Amendment No. 3 dated as of November 10, 1997 to the Recapitalization
Merger Agreement.
2.5 (11) Guaranty Letter dated July 22, 1997, from AIF III to Alliance.
3.1 (14) Form of Amended and Restated Certificate of Incorporation of Alliance.
3.2 (14) By-Laws of Alliance, as amended.
4.1 (14) Form of Indenture for the 9 5/8% Senior Subordinated Notes due 2005 and
the Floating Interest Rate Subordinated Term Securities due 2005
(including the Forms of Notes as Exhibits A and B thereto) between the
Company and IBJ Schroder Bank & Trust Company, as trustee.
4.2 (14) Form of Guarantee of the Notes.
5 (12) Opinion of O'Sullivan Graev & Karabell, LLP.
9.1 (1) Amended and Restated Voting Trust Agreement between Donaldson, Lufkin &
Jenrette Capital Corporation and Meridian Trust Company dated December 29,
1988.
10.1 (10) Stockholder Agreement dated as of July 23, 1997 among Newport Investment
LLC and the stockholders of Alliance party thereto.
10.2 (4) Registration Rights Agreement dated as of December 31, 1994 among the
Registrant, the Senior Noteholders and the Senior Subordinated
Debentureholders.
10.3 (7) Amended and Restated 1991 Stock Option Plan of Alliance, including forms
of agreement used thereunder.
10.4 (1) Form of Indemnification Agreement between Alliance and its directors
and/or officers.
10.5 (2) Georgia Magnetic Imaging Center, Ltd. Limited Partnership Agreement dated
as of March 22, 1985.
10.6 (2) Amendment to Georgia Magnetic Imaging Center, Ltd., Limited Partnership
Agreement, dated as of July 1, 1993.
10.7 (3) Employment Agreement dated as of September 9, 1993 between Alliance and
Terry A. Andrues.
10.8 (3) Employment Agreement dated as of September 9, 1993 between Alliance and
Jay A. Mericle.
10.9 (9) Amended and Restated Employment Agreement dated as of May 15, 1997 between
Alliance and Terrence M. White.
10.10 (3) Employment Agreement dated as of June 6, 1994 between Alliance and Neil M.
Cullinan.
10.11 (3) Employment Agreement dated as of June 6, 1994 between Alliance and Cheryl
A. Ford.
10.12 (5) Employment Agreement dated July 7, 1995 between Alliance and Michael W.
Grismer.
10.13 (14) Employment Agreement dated as of July 23, 1997 between Alliance and
Richard N. Zehner.
10.14 (14) Employment Agreement dated as of July 23, 1997 between Alliance and
Vincent S. Pino.
10.15 (14) Agreement Not to Compete dated as of July 23, 1997 among Newport
Investment LLC, Alliance, Richard N. Zehner and Vincent S. Pino.
10.16 (9) Amended and Restated Long-Term Executive Incentive Plan dated as of July
22, 1997.
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C> <C>
10.17 (6) Agreement and Plan of Merger, dated as of April 16, 1996, among Alliance,
Alliance Imaging of Pennsylvania, Inc. and Royal Medical Health Services
Inc.
10.18 (6) Acquisition Agreement, among Alliance, A&M Trucking Inc. and each of Mark
J. Graham and Albert F. Calfo, II, dated April 16, 1996.
10.19 (8) Stock Purchase Agreement, dated as of March 25, 1997, between Alliance and
General Electric Company.
10.20 (14) Form of Credit Agreement.
10.21 (15) Acquisition Agreement dated as of October 17, 1997 among Medical
Consultants Imaging Corp., Bondcat Corp., Chip-Cat Corp., Medical
Consultants Scanning Systems,
Inc., Alliance Imaging of Ohio, Inc., Alliance Imaging of Michigan, Inc.,
and Alliance Imaging, Inc.
11 (14) Statement of Computation of Per Share Earnings.
12.1 (11) Statement of Computation of Earnings to Fixed Charges.
21 (11) List of Subsidiaries.
23.1 (12) Consent of Ernst & Young LLP.
23.3 Consent of O'Sullivan Graev & Karabell, LLP (included in Exhibit 5).
23.4 (12) Consent of industry consultant.
24.1 (14) Power of Attorney.
25 (14) Statement of Eligibility of IBJ Schroder Bank & Trust Company.
27.1 (14) Financial Data Schedule.
</TABLE>
- --------
(1) Incorporated by reference herein to the indicated exhibits filed in
response to Item 16, "Exhibits" of Alliance's Registration Statement on
Form S-1, No. 33-40805, initially filed on May 24, 1991.
(2) Incorporated by reference herein to the indicated exhibits filed in
response to Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form
10-Q for the quarter ended September 30, 1993.
(3) Incorporated by reference herein to the indicated exhibit filed in
response to Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994.
(4) Incorporated by reference herein to Exhibit 4.5 filed in response to Item
7, "Exhibits" of Alliance's Form 8-K Current Report dated January 25,
1995.
(5) Incorporated by reference herein to Exhibit 10.36 filed in response to
Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995.
(6) Incorporated by reference herein to the indicated Exhibit filed in
response to Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996.
(7) Incorporated by reference herein to Exhibits filed with Alliance's
Registration Statement on Form S-1, No. 33-40805, initially filed on May
24, 1991 and Alliance's definitive Proxy Statement with respect to its
Annual Meeting of Shareholders held May 16, 1996.
(8) Incorporated by reference herein to the indicated Exhibit in response to
Item 14(a)(3), "Exhibits" of Alliance's Annual Report on Form 10-K for
the year ending December 31, 1996.
(9) Incorporated by reference to indicated exhibits filed in response to Item
6, "Exhibits" of Alliance's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997.
(10) Incorporated by reference herein to the indicated exhibits filed in
response to Item 5, "Exhibits" of Alliance's Form 8-K Current Report
dated August 1, 1997.
(11) Incorporated by reference to the indicated exhibits filed in response to
Item 21, "Exhibits" of Alliance's Registration Statement on Form S-4, No
333-33787, initially filed on August 15, 1997.
(12) Filed herewith.
(13) To be filed by amendment.
(14) Incorporated by reference to the indicated exhibits filed in response to
Item 21, "Exhibits" of Alliance's Registration Statement on Form S-2, No.
333-33817, initially filed on August 25, 1997.
(15) Incorporated by reference to the indicated exhibits filed in response to
Item 6, "Exhibits" of Alliance's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Anaheim, State of
California, on the 12th day of December, 1997.
Alliance Imaging, Inc.
By: /s/ Terrence M. White
___________________________________
Name: Terrence M. White
Title:Senior Vice President, Chief
Financial Officer and
Secretary
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on the 12th day of December, 1997, by the following
persons in the capacities indicated:
SIGNATURE TITLE
Chairman of the
* Board of
- ------------------------------------ Directors,
RICHARD N. ZEHNER President and
Chief Executive
Officer (Principal
Executive Officer)
* Executive Vice
- ------------------------------------ President, Chief
VINCENT S. PINO Operating Officer
and Director
/s/ Terrence M. White Senior Vice
- ------------------------------------ President, Chief
TERRENCE M. WHITE Financial Officer
and Secretary
(Principal
Financial Officer)
* Controller
- ------------------------------------ (Principal
MICHAEL W. GRISMER Accounting
Officer)
* Director
- ------------------------------------
JAMES E. BUNCHER
* Director
- ------------------------------------
DOUGLAS M. HAYES
Director
- ------------------------------------
ROBERT B. WALEY-COHEN
* Director
- ------------------------------------
JOHN C. WALLACE
/s/ Terrence M. White
- ------------------------------------
*BY: TERRENCE M. WHITE
ATTORNEY-IN-FACT
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Anaheim, State of
California, on the 12th day of December, 1997.
Royal Medical Health Services, Inc.
/s/ Terrence M. White
By:__________________________________
Name: Terrence M. White
Title:Senior Vice President,
Chief Financial Officer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 12th day of December, 1997, by
the following persons in the capacities indicated:
SIGNATURES TITLE
* Chairman of the
- ------------------------------------- Board of Directors,
RICHARD N. ZEHNER President and Chief
Executive Officer
(Principal
Executive Officer)
* Executive Vice
- ------------------------------------- President, Chief
VINCENT S. PINO Operating Officer
and Director
/s/ Terrence M. White Senior Vice
- ------------------------------------- President, Chief
TERRENCE M. WHITE Financial Officer,
Secretary and
Director (Principal
Financial Officer)
* Controller
- ------------------------------------- (Principal
MICHAEL W. GRISMER Accounting Officer)
/s/ Terrence M. White
_____________________________________
*By: Terrence M. White
Attorney-in-Fact
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Anaheim, State of
California, on the 12th day of December, 1997.
Alliance Imaging of Central Georgia,
Inc.
/s/ Terrence M. White
By: _________________________________
Name: Terrence M. White
Title:Senior Vice President, Chief
Financial Officer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 12th day of December, 1997, by
the following persons in the capacities indicated:
SIGNATURE TITLE
* Chairman of the
- ------------------------------------- Board of Directors,
RICHARD N. ZEHNER President and Chief
Executive Officer
(Principal
Executive Officer)
* Executive Vice
- ------------------------------------- President, Chief
VINCENT S. PINO Operating Officer
and Director
/s/ Terrence M. White Senior Vice
- ------------------------------------- President, Chief
TERRENCE M. WHITE Financial Officer,
Secretary and
Director (Principal
Financial Officer)
* Controller
- ------------------------------------- (Principal
MICHAEL W. GRISMER Accounting Officer)
/s/ Terrence M. White
_____________________________________
*By: Terrence M. White
Attorney-in-Fact
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Anaheim, State of
California, on the 12th day of December, 1997.
Alliance Imaging of Ohio, Inc.
/s/ Terrence M. White
By: _________________________________
Name: Terrence M. White
Title:Senior Vice President, Chief
Financial Officer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 12th day of December, 1997, by
the following persons in the capacities indicated:
SIGNATURE TITLE
* Chairman of the
- ------------------------------------- Board of Directors,
RICHARD N. ZEHNER President and Chief
Executive Officer
(Principal
Executive Officer)
* Executive Vice
- ------------------------------------- President, Chief
VINCENT S. PINO Operating Officer
and Director
/s/ Terrence M. White Senior Vice
- ------------------------------------- President, Chief
TERRENCE M. WHITE Financial Officer,
Secretary and
Director (Principal
Financial Officer)
* Controller
- ------------------------------------- (Principal
MICHAEL W. GRISMER Accounting Officer)
/s/ Terrence M. White
_____________________________________
*By: Terrence M. White
Attorney-in-Fact
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Anaheim, State of
California, on the 12th day of December, 1997.
Alliance Imaging of Michigan, Inc.
/s/ Terrence M. White
By: _________________________________
Name: Terrence M. White
Title:Senior Vice President, Chief
Financial Officer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 12th day of December, 1997, by
the following persons in the capacities indicated:
SIGNATURE TITLE
* Chairman of the
- ------------------------------------- Board of Directors,
RICHARD N. ZEHNER President and Chief
Executive Officer
(Principal
Executive Officer)
* Executive Vice
- ------------------------------------- President, Chief
VINCENT S. PINO Operating Officer
and Director
/s/ Terrence M. White Senior Vice
- ------------------------------------- President, Chief
TERRENCE M. WHITE Financial Officer,
Secretary and
Director (Principal
Financial Officer)
* Controller
- ------------------------------------- (Principal
MICHAEL W. GRISMER Accounting Officer)
/s/ Terrence M. White
_____________________________________
*By: Terrence M. White
Attorney-in-Fact
II-8
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. NOTE EXHIBIT DESCRIPTION
- ----------- ---- --------------------------------------------------------------------------
<S> <C> <C>
1 (14) Form of Underwriting Agreement.
2.1 (10) Agreement and Plan of Merger dated as of July 23, 1997 between Alliance
and Newport Investment LLC (the "Recapitalization Merger Agreement").
2.2 (11) Amendment No. 1 dated as of August 13, 1997 to the Recapitalization Merger
Agreement.
2.3 (11) Amendment No. 2 dated as of October 13, 1997 to the Recapitalization
Merger Agreement.
2.4 (11) Amendment No. 3 dated as of November 10, 1997 to the Recapitalization
Merger Agreement.
2.5 (11) Guaranty Letter dated July 22, 1997, from AIF III to Alliance.
3.1 (14) Form of Amended and Restated Certificate of Incorporation of Alliance.
3.2 (14) By-Laws of Alliance, as amended.
4.1 (14) Form of Indenture for the 9 5/8% Senior Subordinated Notes due 2005 and
the Floating Rate Subordinated Term Securities due 2005 (including the
Forms of Notes as Exhibits A and B thereto) between the Company and IBJ
Schroder Bank & Trust Company, as trustee.
4.2 (14) Form of Guarantee of the Notes.
5 (12) Opinion of O'Sullivan Graev & Karabell, LLP.
9.1 (1) Amended and Restated Voting Trust Agreement between Donaldson, Lufkin &
Jenrette Capital Corporation and Meridian Trust Company dated December 29,
1988.
10.1 (10) Stockholder Agreement dated as of July 23, 1997 among Newport Investment
LLC and the stockholders of Alliance party thereto.
10.2 (4) Registration Rights Agreement dated as of December 31, 1994 among the
Registrant, the Senior Noteholders and the Senior Subordinated
Debentureholders.
10.3 (7) Amended and Restated 1991 Stock Option Plan of Alliance, including forms
of agreement used thereunder.
10.4 (1) Form of Indemnification Agreement between Alliance and its directors
and/or officers.
10.5 (2) Georgia Magnetic Imaging Center, Ltd. Limited Partnership Agreement dated
as of March 22, 1985.
10.6 (2) Amendment to Georgia Magnetic Imaging Center, Ltd., Limited Partnership
Agreement, dated as of July 1, 1993.
10.7 (3) Employment Agreement dated as of September 9, 1993 between Alliance and
Terry A. Andrues.
10.8 (3) Employment Agreement dated as of September 9, 1993 between Alliance and
Jay A. Mericle.
10.9 (9) Amended and Restated Employment Agreement dated as of May 15, 1997 between
Alliance and Terrence M. White.
10.10 (3) Employment Agreement dated as of June 6, 1994 between Alliance and Neil M.
Cullinan.
10.11 (3) Employment Agreement dated as of June 6, 1994 between Alliance and Cheryl
A. Ford.
10.12 (5) Employment Agreement dated July 7, 1995 between Alliance and Michael W.
Grismer.
10.13 (14) Employment Agreement dated as of July 23, 1997 between Alliance and
Richard N. Zehner.
10.14 (14) Employment Agreement dated as of July 23, 1997 between Alliance and
Vincent S. Pino.
10.15 (14) Agreement Not to Compete dated as of July 23, 1997 among Newport
Investment LLC, Alliance, Richard N. Zehner and Vincent S. Pino.
10.16 (9) Amended and Restated Long-Term Executive Incentive Plan dated as of July
22, 1997.
</TABLE>
1
<PAGE>
<TABLE>
<S> <C> <C>
10.17 (6) Agreement and Plan of Merger, dated as of April 16, 1996, among Alliance,
Alliance Imaging of Pennsylvania, Inc. and Royal Medical Health Services
Inc.
10.18 (6) Acquisition Agreement, among Alliance, A&M Trucking Inc. and each of Mark
J. Graham and Albert F. Calfo, II, dated April 16, 1996.
10.19 (8) Stock Purchase Agreement, dated as of March 25, 1997, between Alliance and
General Electric Company.
10.20 (14) Form of Credit Agreement.
10.21 (15) Acquisition Agreement dated as of October 17, 1997 among Medical
Consultants Imaging Corp., Bondcat Corp., Chip-Cat Corp., Medical
Consultants Scanning Systems,
Inc., Alliance Imaging of Ohio, Inc., Alliance Imaging of Michigan, Inc.,
and Alliance Imaging, Inc.
11 (14) Statement of Computation of Per Share Earnings.
12.1 (11) Statement of Computation of Earnings to Fixed Charges.
21 (11) List of Subsidiaries.
23.1 (12) Consent of Ernst & Young LLP.
23.3 Consent of O'Sullivan Graev & Karabell, LLP (included in Exhibit 5).
23.4 (12) Consent of industry consultants.
24.1 (14) Power of Attorney.
25 (14) Statement of Eligibility of IBJ Schroder Bank & Trust Company.
27.1 (14) Financial Data Schedule.
</TABLE>
- --------
(1) Incorporated by reference herein to the indicated exhibits filed in
response to Item 16, "Exhibits" of Alliance's Registration Statement on
Form S-1, No. 33-40805, initially filed on May 24, 1991.
(2) Incorporated by reference herein to the indicated exhibits filed in
response to Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form
10-Q for the quarter ended September 30, 1993.
(3) Incorporated by reference herein to the indicated exhibit filed in
response to Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994.
(4) Incorporated by reference herein to Exhibit 4.5 filed in response to Item
7, "Exhibits" of Alliance's Form 8-K Current Report dated January 25,
1995.
(5) Incorporated by reference herein to Exhibit 10.36 filed in response to
Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995.
(6) Incorporated by reference herein to the indicated Exhibit filed in
response to Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996.
(7) Incorporated by reference herein to Exhibits filed with Alliance's
Registration Statement on Form S-1, No. 33-40805, initially filed on May
24, 1991 and Alliance's definitive Proxy Statement with respect to its
Annual Meeting of Shareholders held May 16, 1996.
(8) Incorporated by reference herein to the indicated Exhibit in response to
Item 14(a)(3), "Exhibits" of Alliance's Annual Report on Form 10-K for the
year ending December 31, 1996.
(9) Incorporated by reference to indicated exhibits filed in response to Item
6, "Exhibits" of Alliance's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997.
(10) Incorporated by reference herein to the indicated exhibits filed in
response to Item 5, "Exhibits" of Alliance's Form 8-K Current Report dated
August 1, 1997.
(11) Incorporated by reference to the indicated exhibits filed in response to
Item 21, "Exhibits" of Alliance's Registration Statement on Form S-4, No
333-33787, initially filed on August 15, 1997.
(12) Filed herewith.
(13) To be filed by amendment.
(14) Incorporated by reference to the indicated exhibits filed in response to
Item 21, "Exhibits" of Alliance's Registration Statement on Form S-2 No.
333-33817, initially filed on August 15, 1997.
(15) Incorporated by reference to the indicated exhibits filed in response to
Item 6, "Exhibits" of Alliance's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
2
<PAGE>
EXHIBIT 5
O'SULLIVAN GRAEV & KARABELL, LLP
30 ROCKEFELLER PLAZA
NEW YORK, NY 10012
---------
212 408-2400
FACSIMILE 212 408-2420
CABLE "APPLELAW NY"
December 12, 1997
Alliance Imaging, Inc.
1065 North PacifiCenter Drive
Suite 200
Anaheim, California 92806
Senior Subordinated Notes Due 2005
Floating Interest Rate Subordinated Term Securities Due 2005
------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Alliance Imaging, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of the Registration
Statement of the Company on Form S-2 (File No. 333- ) (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of rendering the opinions set forth below including, without
limitation, (i) the Registration Statement, (ii) the form of Indenture (the
"Indenture") to be entered into among the Company, the subsidiary guarantors of
the Company party thereto (the "Guarantors") and IBJ Schroder Bank & Trust
Company, as trustee (the "Trustee"), governing the Company's Senior Subordinated
Notes due 2005 and Floating Interest Rate Subordinated Term Securities due 2005
(collectively, the "Notes"), (iii) the form of Guarantee (the "Guarantee" and,
together with the Notes, the "Securities") to be executed and delivered by each
Guarantor, (iv) the form of Underwriting Agreement (the "Underwriting
Agreement") to be entered into among the Company, the Guarantors and BT Alex.
Brown Incorporated and Salomon Brothers Inc (collectively, the "Underwriters"),
(v) the Amended and Restated Certificate of Incorporation of the Company, as
amended through the date hereof, (vi) the By-laws of the Company, as amended
through the date hereof and (vii) resolutions adopted by the Board of Directors
of the Company by unanimous written consent in lieu of meetings dated August 8,
1997 and October 10, 1997. As to certain questions of fact material to the
opinions contained herein, we have relied upon certificates or statements of
officers of the Company and certificates of public officials.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic originals of all documents submitted to us as
certified or photostatic copies. In making our examination of documents executed
by parties other than the Company, we have assumed that such parties had the
power, corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due
<PAGE>
O'SULLIVAN GRAEV & KARABELL, LLP
Alliance Imaging, Inc.
December 12, 1997
Page Two
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof.
Based upon the foregoing, we are of the opinion as follows:
1. The Company and each Guarantor is a validly existing
corporation under the laws of the jurisdiction of its incorporation.
2. The Securities have been duly authorized and the Notes,
when issued and sold to the Underwriters and paid for by them in accordance with
the terms of the Underwriting Agreement, and the Guarantees, when executed and
delivered as contemplated by the Indenture, will be validly issued and, assuming
due authorization, execution and delivery of the Notes by the Trustee, will be
valid and binding obligations of the Company and the Guarantors, as the case may
be, enforceable against them in accordance with their terms, except that
enforcement thereof may be subject to (i) bankruptcy, involvency, fraudulent
conveyance, reorganization, moratorium and other similar laws now or hereafter
in effect relating to or affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether enforceability is considered in a
proceeding in equity or at law).
Members of our firm are admitted to the Bar of the State of New
York and we express no opinion as to the laws of any other jurisdiction other
than the Delaware General Corporation Law, the Georgia Business Corporation Code
and the Pennsylvania Business Corporation Law.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ O'Sullivan Graev & Karabell, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Summary
Historical Financial Information," "Selected Historical Consolidated Financial
Information" and "Experts" and to the use of our reports dated February
21, 1997, except for Note 4, as to which the date is March 26, 1997, and Note 9,
as to which the date is November 21, 1997, in the Registration Statement (Form
S-2 No. 333- ) and related Prospectus of Alliance Imaging, Inc. to be filed
with the Securities and Exchange Commission on or about December 12, 1997.
/S/ ERNST & YOUNG LLP
Orange County, California
December 10, 1997
<PAGE>
EXHIBIT 23.4
CONSENT OF WISE ACRES, INC.
We hereby acknowledge that we have provided the scan volume projections
used in the Prospectus constituting a part of the Registration Statement on Form
S-2 of Alliance Imaging, Inc. (No. 333- ), as it may be amended from time to
time (the "S-2"), and we consent to the use of such projections in such S-2.
Dated as December 11, 1997
Wise Acres, Inc.
By: /s/ Melissa Sabino
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