<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 1997
Registration No. 333-33817
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 7
TO
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. [_]
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. [_]
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment No. 7 to the Registration Statement on Form S-2 (File No. 333-
33817) of Alliance Imaging, Inc. consists solely of the filing of Exhibits 4.2,
5 and 25 and a corrected Independent Auditors Report on Financial Statement
Schedule.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimated
except the Securities and Exchange Commission registration fee and the
National Association of Securities Dealers, Inc. filing fee.
<TABLE>
<S> <C>
SEC registration fee......................................... $ 51,515
NASD filing fee.............................................. 17,500
Blue sky fees and expenses................................... 65,000
Printing and engraving expenses.............................. 700,000
Legal fees and expenses...................................... 1,100,000
Accounting fees and expenses................................. 400,000
Trustee fees and expenses.................................... 10,000
Miscellaneous................................................ 55,985
----------
Total...................................................... $2,400,000
==========
</TABLE>
- --------
* To be provided by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation, By-Laws and
indemnification agreements with officers and directors provide for
indemnification to the full extent permitted by the laws of the State of
Delaware against and with respect to threatened, pending or completed actions,
suits or proceedings arising from or alleged to arise from, a party's actions
or omissions as a director, officer, employee or agent of the Company or of
any other corporation, partnership, joint venture, trust or other enterprise
which has served in such capacity at the request of the Company if such acts
or omissions occurred or were or are alleged to have occurred, while said
party was a director or officer of the Company; provided, however, the Company
shall not indemnify any director or officer in an action against the Company
unless the Company shall have consented to such action. Generally, under
Delaware law, indemnification will only be available where an officer or
director can establish that he/she acted in good faith and in a manner which
was reasonably believed to be in or not opposed to the best interests of the
Company.
Section 145 of the Delaware Law provides that a corporation may indemnify a
director, officer, employee or agent made a party to an action by reason of
the fact that such person was a director, officer, employee or agent of the
corporation or was serving at the request of the corporation against expenses
actually incurred by such person in connection with such action if such person
acted in good faith and in a manner such person reasonably believed to be in,
or not opposed to, the best interest of the corporation with respect to any
criminal action, and had no reasonable cause to believe his conduct was
unlawful. Delaware Law does not permit a corporation to eliminate a director's
duty of care, and the provisions of the Company's Amended and Restated
Certificate of Incorporation have no effect on the availability of equitable
remedies such as injunction or rescission, based upon a director's breach of
the duty of care. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions and agreements, the Company
has been informed that in the opinion of the Staff of the Securities and
Exchange Commission such indemnification is against policy as expressed in the
Securities Act and is therefore unenforceable.
Reference is made to the form of Underwriting Agreement filed as Exhibit 1
to this Registration Statement, which provides for indemnification of the
directors and officers of the Company signing the Registration Statement and
certain controlling persons of the Company against certain liabilities,
including those arising under the Securities Act, in certain instances by the
Underwriters.
II-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 % Senior Subordinated Notes due 2005 and the
Senior Subordinated Floating Rate Notes 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 (12) 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-2
<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 (14) Consent of Ernst & Young LLP.
23.3 Consent of O'Sullivan Graev & Karabell, LLP (included in Exhibit 5).
23.4 (14) Consent of industry consultant.
24.1 (14) Power of Attorney.
25 (12) 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) Previously filed.
(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-3
<PAGE>
(b) Financial Statement Schedules
Report of Independent Auditors on Financial Statement Schedule
Schedule II--Valuation and Qualifying Accounts
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the DGCL, the Certificate of Incorporation and By-laws,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 7 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Anaheim, State of California, on the 11th 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-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 7 to the Registration Statement has been signed on the 11th 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-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 7 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Anaheim, State of California, on the 11th 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 Amendment
No. 7 to the Registration Statement has been signed on the 11th 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-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 7 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Anaheim, State of California, on the 11th 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 Amendment
No. 7 to the Registration Statement has been signed on the 11th 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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 7 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Anaheim, State of California, on the 11th 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 Amendment
No. 7 to the Registration Statement has been signed on the 11th 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-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 7 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Anaheim, State of California, on the 11th 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 Amendment
No. 7 to the Registration Statement has been signed on the 11th 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-10
<PAGE>
INDEPENDENT AUDITORS REPORT ON FINANCIAL STATEMENT SCHEDULE
The Board of Directors
Alliance Imaging, Inc.
We have audited the consolidated financial statements of Alliance Imaging,
Inc. as of December 31, 1995 and 1996, and for each of the three years in the
period ended December 31, 1996, and have issued our report thereon 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 (included elsewhere in
this Registration Statement). Our audits also included the financial statement
schedule listed in Item 16(b) of this Registration Statement. This schedule is
the responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
Orange County, California
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
S-1
<PAGE>
ALLIANCE IMAGING, INC.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
BALANCE DEDUCTIONS BALANCE
AT ADDITIONS (BAD DEBT AT END
BEGINNING CHARGED TO WRITE- OF
OF PERIOD EXPENSE OFFS) PERIOD
--------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Year ended December 31, 1994
Allowance for Doubtful Accounts....... $360,000 $609,000 $(581,000) $388,000
======== ======== ========= ========
Year ended December 31, 1995
Allowance for Doubtful Accounts....... $388,000 $ -- $ (21,000) $367,000
======== ======== ========= ========
Year ended December 31, 1996
Allowance for Doubtful Accounts....... $367,000 $567,000 $(421,000) $513,000
======== ======== ========= ========
</TABLE>
S-2
<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 % Senior Subordinated Notes due 2005 and the
Senior Subordinated Floating Rate Notes 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 (12) 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 (14) Consent of Ernst & Young LLP.
23.3 Consent of O'Sullivan Graev & Karabell, LLP (included in Exhibit 5).
23.4 (14) Consent of industry consultants.
24.1 (14) Power of Attorney.
25 (12) 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) Previously filed.
(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 4.2
-----------
FORM OF GUARANTEE
-----------------
For value received, the undersigned hereby unconditionally guarantees,
as principal obligor and not only as a surety, to the Holder of this Security
the cash payments in United States dollars of principal of, premium, if any, and
interest on this Security in the amounts and at the times when due and interest
on the overdue principal, premium, if any, and interest, if any, of this
Security, if lawful, and the payment or performance of all other obligations of
the Company under the Indenture (as defined below) or the Securities, to the
Holder of this Security and the Trustee, all in accordance with and subject to
the terms and limitations of this Security, Article Eleven of the Indenture and
this Guarantee. This Guarantee will become effective in accordance with Article
Eleven of the Indenture and its terms shall be evidenced therein. The validity
and enforceability of any Guarantee shall not be affected by the fact that it is
not affixed to any particular Security.
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Indenture dated as of , 1997, among Alliance
Imaging, Inc., a Delaware corporation, as issuer (the "Company"), the Guarantors
named therein and IBJ Schroder Bank & Trust Company, as trustee (the "Trustee"),
as amended or supplemented (the "Indenture").
The obligations of the undersigned to the Holders of Notes and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article Eleven of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.
THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW. The undersigned Guarantor hereby agrees to submit to the
jurisdiction of
<PAGE>
-2-
the courts of the State of New York in any action or proceeding arising out of
or relating to this Guarantee.
This Guarantee is subject to release upon the terms set forth
in the Indenture.
<PAGE>
-3-
IN WITNESS WHEREOF, each Guarantor has caused its Guarantee to
be duly executed.
Date:____________________
ALLIANCE IMAGING OF OHIO, INC.
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
ALLIANCE IMAGING OF MICHIGAN, INC.
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
<PAGE>
-4-
ROYAL MEDICAL HEALTH SERVICES, INC.
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
ALLIANCE IMAGING OF CENTRAL
GEORGIA, INC.
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
<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 11, 1997
Alliance Imaging, Inc.
1065 North PacifiCenter Drive
Suite 200
Anaheim, California 92806
Senior Subordinated Notes Due 2005
Senior Subordinated Floating Rate Notes 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, as amended (File No. 333-33817) (as so
amended, 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 the Senior Subordinated Floating Rate Notes 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 11, 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. In rendering the opinions set forth
above with respect to certain of the Guarantors which are not incorporated in
the State of Delaware we have relied upon certificates of public officials of
the jurisdictions in which such Guarantors are incorporated and legal opinions
furnished by counsel admitted to practice in such jurisdictions.
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 25
----------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
--------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)_
-------------------
IBJ SCHRODER BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-5375195
(Jurisdiction of incorporation (I.R.S. employer
or organization if not a U.S. national bank) identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
---------------------------------------------
IBJ SCHRODER BANK & TRUST COMPANY
One State Street
New York, New York 10004
(212) 858-2000
(Name, address and telephone number of agent for service)
----------------------------------------
Alliance Imaging, Inc.
(Exact names of obligor as specified in its charter)
Delaware 33-0239910
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1065 North PacifiCenter Drive, Suite 200
Anaheim, CA 92806
(Address of principal executive offices) (Zip code)
Royal Medical Health Services, Inc.
(Exact names of obligor as specified in its charter)
Pennsylvania 25-1738355
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1065 North PacifiCenter Drive, Suite 200
Anaheim, CA 92806
(Address of principal executive offices) (Zip code)
<PAGE>
Alliance Imaging of Ohio, Inc.
(Exact names of obligor as specified in its charter)
Delware 33-0768045
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1065 North PacifiCenter Drive, Suite 200
Anaheim, CA 92806
(Address of principal executive offices) (Zip code)
Alliance Imaging of Michigan, Inc.
(Exact names of obligor as specified in its charter)
Delware 33-0779723
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1065 North PacifiCenter Drive, Suite 200
Anaheim, CA 92806
(Address of principal executive offices) (Zip code)
Alliance Imaging of Central Georgia, Inc.
(Exact names of obligor as specified in its charter)
Georgia
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1065 North PacifiCenter Drive, Suite 200
Anaheim, CA 92806
(Address of principal executive offices) (Zip code)
----------------------------------------
Alliance Imaging, Inc.
% Senior Subordinated Notes due 2005
Senior Subordinated Floating Rate Notes due 2005
Royal Medical Health Services, Inc.
Alliance Imaging of Ohio, Inc.
Alliance Imaging of Michigan, Inc.
Alliance Imaging of Central Georgia, Inc.
Guarantees of % Senior Subordinated Notes due 2005
Guarantees of Senior Subordinated Floating Rate Notes due 2005
(Title of indenture securities)
<PAGE>
Item 1. General information
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, Two Rector Street, New
York, New York
Federal Deposit Insurance Corporation, Washington, D.C.
Federal Reserve Bank of New York Second District,
33 Liberty Street, New York, New York
(b) Whether it is authorized to exercise corporate
trust powers.
Yes
Item 2. Affiliations with the Obligors.
If the obligors are affiliates of the trustee, describe each such
affiliation.
The obligors are not affiliates of the trustee.
Item 13. Defaults by the Obligors.
(a) State whether there is or has been a default with respect to
the securities under this indenture. Explain the nature of any such
default.
None
3
<PAGE>
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligors are outstanding, or is trustee for
more than one outstanding series of securities under the indenture,
state whether there has been a default under any such indenture or
series, identify the indenture or series affected, and explain the
nature of any such default.
None
Item 16. List of exhibits.
List below all exhibits filed as part of this statement of
eligibility.
*1. A copy of the Charter of IBJ Schroder Bank & Trust Company
as amended to date. (See Exhibit 1A to Form T-1, Securities and
Exchange Commission File No. 22-18460).
*2. A copy of the Certificate of Authority of the trustee to
Commence Business (Included in Exhibit 1 above).
*3. A copy of the Authorization of the trustee to exercise
corporate trust powers, as amended to date (See Exhibit 4 to
Form T-1, Securities and Exchange Commission File No. 22-19146).
*4. A copy of the existing By-Laws of the trustee, as amended to
date (See Exhibit 4 to Form T-1, Securities and Exchange Commission
File No. 22-19146).
5. Not Applicable
6. The consent of United States institutional trustee required by
Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
* The Exhibits thus designated are incorporated herein by reference as exhibits
hereto. Following the description of such Exhibits is a reference to the copy
of the Exhibit heretofore filed with the Securities and Exchange Commission,
to which there have been no amendments or changes.
4
<PAGE>
NOTE
----
In answering any item in this Statement of Eligibility which relates to matters
peculiarly within the knowledge of the obligors and their directors or officers,
the trustee has relied upon information furnished to it by the obligors.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of
all facts on which to base responsive answers to Item 2, the answer to said Item
is based on incomplete information.
Item 2, may, however, be considered as correct unless amended by an amendment to
this Form T-1.
Pursuant to General Instruction B, the trustee has responded to Items 1, 2 and
16 of this form since to the best knowledge of the trustee as indicated in Item
13, the obligors are not in default under any indenture under which the
applicant is trustee.
5
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, IBJ Schroder Bank & Trust Company, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 8th day
of December, 1997.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Terence Rawlins
_____________________________________________
Terence Rawlins
Assistant Vice President
<PAGE>
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the issuance by Alliance Imaging,
Inc. of its % Senior Subordinated Notes due 2005 and Senior Subordinated
Floating Rate Notes due 2005,we hereby consent that reports of examinations by
Federal, State, Territorial, or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Terence Rawlins
-----------------------------
Terence Rawlins
Assistant Vice President
Dated: December 8, 1997
<PAGE>
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
OF NEW YORK, NEW YORK
AND FOREIGN AND DOMESTIC SUBSIDIARIES
REPORT AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
IN THOUSANDS
--------------
ASSETS
------
<S> <C>
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin.............. $ 41,319
Interest-bearing balances....................................... $ 314,579
Securities: Held-to-maturity securities............................ $ 180,111
Available-for-sale securities.......................... $ 47,600
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank
and of its Edge and Agreement subsidiaries and in IBFs:
Federal Funds sold and Securities purchased under agreements
to resell................................................... $ 694,859
Loans and lease financing receivables:
Loans and leases, net of unearned income............. $1,955,686
LESS: Allowance for loan and lease losses............ $ 62,876
LESS: Allocated transfer risk reserve................ $ -0-
Loans and leases, net of unearned income, allowance, and reserve $1,892,810
Trading assets held in trading accounts............................. $ 603
Premises and fixed assets (including capitalized leases)............ $ 3,709
Other real estate owned............................................. $ 202
Investments in unconsolidated subsidiaries and associated companies. $ -0-
Customers' liability to this bank on acceptances outstanding........ $ 81
Intangible assets................................................... $ -0-
Other assets........................................................ $ 67,092
TOTAL ASSETS........................................................ $3,242,965
</TABLE>
<PAGE>
<TABLE>
<S> <C>
LIABILITIES
-----------
In domestic offices......................................................... $1,694,675
Noninterest-bearing.......................................... $ 263,641
Interest-bearing............................................. $1,431,034
In foreign offices, Edge and Agreement subsidiaries, and IBFs............... $1,121,075
Noninterest-bearing.......................................... $ 17,535
Interest-bearing............................................. $1,103,540
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBFs:
Federal Funds purchased and Securities sold under agreements to repurchase.. $ 25,000
Demand notes issued to the U.S. Treasury........................................ $ 60,000
Trading Liabilities............................................................. $ 140
Other borrowed money:
a) With a remaining maturity of one year or less............................ $ 38,369
b) With a remaining maturity of more than one year.......................... $ 1,763
c) With a remaining maturity of more than three years....................... $ 2,242
Bank's liability on acceptances executed and outstanding........................ $ 81
Subordinated notes and debentures............................................... $ -0-
Other liabilities............................................................... $ 69,908
TOTAL LIABILITIES............................................................... $3,013,253
Limited-life preferred stock and related surplus................................ $ -0-
EQUITY CAPITAL
Perpetual preferred stock and related surplus................................... $ -0-
Common stock.................................................................... $ 29,649
Surplus (exclude all surplus related to preferred stock)........................ $ 217,008
Undivided profits and capital reserves.......................................... $ (17,000)
Net unrealized gains (losses) on available-for-sale securities.................. $ 55
Cumulative foreign currency translation adjustments............................. $ -0-
TOTAL EQUITY CAPITAL............................................................ $ 229,712
TOTAL LIABILITIES AND EQUITY CAPITAL............................................ $3,242,965
</TABLE>
