<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Alliance Imaging, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
018606-10-3
(CUSIP Number)
Eliza W. Fraser, Esq.
GE Fund
3135 Easton Turnpike
Fairfield, Connecticut 06431
(203) 373-2442
(Name, address, including zip code, and telephone number, including
area code of agent for service)
Copies to:
Ronald S. Beard, Esq.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7000
July 22, 1997
(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(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /.
<PAGE> 2
SCHEDULE 13D
CUSIP No. 018606-10-3
<TABLE>
<S> <C> <C> <C>
1 NAMES OF REPORTING PERSON
GE Fund
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(I.R.S. # 22-2621967)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY (see Item 5(a))
OWNED BY 8 SHARED VOTING POWER
EACH 3,000,000
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH (see Item 5(a))
10 SHARED DISPOSITIVE POWER
3,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,000,000 (see Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
<PAGE> 3
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
<PAGE> 4
This statement on Schedule 13D (the "13D") relating to the Common
Stock, $0.01 par value per share ("Common Stock"), of Alliance Imaging, Inc., a
Delaware corporation ("Alliance"), is filed with the Securities and Exchange
Commission ("SEC") on behalf of the GE Fund (the "Fund" or the "Reporting
Person") to report the Reporting Person's acquisition of beneficial ownership
in excess of five percent (5%) of the Common Stock of Alliance. This 13D
reports the transfer of 18,000 shares of Alliance's Series D 4% Cumulative
Redeemable Convertible Preferred Stock (the "Series D Preferred Stock") -
convertible into 3,000,000 shares of Common Stock - owned by General Electric
Company, a New York corporation ("GE") to the Reporting Person on July 22,
1997. This 13D also reflects the Reporting Person's subsequent grant of an
option on July 23, 1997 to Newport Investment LLC ("Newport") to purchase all
18,000 shares of the Series D Preferred Stock.
Item 1 - SECURITY AND ISSUER
This 13D relates to the Common Stock of Alliance, a Delaware
corporation, having its principal executive offices at 3111 North Tustin
Avenue, Orange, California 92865.
Item 2 - IDENTITY AND BACKGROUND
This statement is filed by the Fund, a New York corporation with
principal executive offices located at 3135 Easton Turnpike, Fairfield,
Connecticut. The Fund is a corporation under the not-for-profit corporation
law of the State of New York. The Fund principally invests its funds for
charitable, scientific, literary and/or educational purposes.
For information with respect to the identity and background of each
director and executive officer of the Fund, see Schedule I attached hereto.
During the last five years, neither the Fund nor, to its best
knowledge, any person identified on Schedule I has (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which the Fund or such person, as the
case may be, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
All persons identified on Schedule I are United States citizens.
Item 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On July 22, 1997, GE transferred all 18,000 shares of the Series D
Preferred Stock owned by it to the Fund in order to make a charitable donation.
On July 23, 1997, the Fund, as a stockholder of Alliance, entered into a
Stockholder Agreement with Newport (the "Stockholder Agreement"), which is
discussed further in Item 6 below. Pursuant to the terms of the Stockholder
Agreement, each stockholder party thereto (including the Fund) granted to
Newport an option to purchase all of the shares owned by such stockholder, at a
price per common share equal to $11.00 (the "Cash Merger Price"). With respect
to the Fund, the option price per share of Series D Preferred Stock is an
amount in cash equal to the Cash Merger Price for each common share that would
have been received had such share of Series D Preferred Stock been
<PAGE> 5
converted into common shares immediately prior to such purchase. The
Stockholder Agreement is attached hereto as Exhibit 2 and is incorporated
herein by reference.
Item 4 - PURPOSE OF TRANSACTION
(a) The Fund holds the Series D Preferred Stock for investment
purposes in the ordinary course of business, and not with the purpose of
changing control of Alliance.
(b) On July 23, 1997, the Fund entered into a Stockholder
Agreement. See Items 4 and 6 for a description of the Stockholder Agreement.
The Fund may change its current intentions, acquire additional Common
Stock or rights that are convertible into or exercisable for Common Stock or
take any other action with respect to Alliance or any of its debt or equity
securities in any manner permitted by law. Other than as set forth herein, the
Fund has no current plans which relate to or would result in any of the events
described in Items (a) through (j) of the instructions to this Item 4 of
Schedule 13D.
Item 5 - INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund is the beneficial owner of 18,000 shares of the
Series D Preferred Stock - convertible, at the current conversion price of
$6.00 per share, into 3,000,000 shares of Common Stock, which number is subject
to adjustment under various circumstances. Such 3,000,000 shares of Common
Stock would represent approximately 22% of the total number of shares of Common
Stock of Alliance that as a result of the issuance of the foregoing shares
would be outstanding, based on 10,943,138 shares of Common Stock represented by
Alliance as outstanding as of July 23, 1997.
(b) The Fund has shared voting and investment power with respect
to the securities that are the subject of this Schedule 13D, which power is
shared pursuant to the Stockholder Agreement discussed in Item 6 below.
(c) Not Applicable
(d) Not Applicable
(e) Not Applicable
Item 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In connection with an Agreement and Plan of Merger between Newport and
Alliance, dated as of July 23, 1997 (the "Merger Agreement"), the Fund entered
into the Stockholder Agreement. Pursuant to the terms of the Stockholder
Agreement, each stockholder party thereto (including the Fund) granted to
Newport an option to purchase all of the shares owned by such stockholder, at a
price per common share equal to $11.00 (the "Cash Merger Price"). With respect
to the Fund, the option price per share of Series D Preferred Stock is an
amount in cash equal to the Cash Merger Price for each common share that would
have been received had such share of Series D Preferred Stock been converted
into common shares immediately prior to such purchase. In addition, under the
terms of the Stockholder Agreement, the Fund is obligated to vote any common
shares it obtains upon conversion of the Series D Preferred Stock in favor of
<PAGE> 6
the merger between Newport and Alliance and the adoption by Alliance of the
Merger Agreement. The Merger Agreement is incorporated by reference herein to
Exhibit 2.2 to Alliance's Current Report on Form 8-K, filed with the SEC
relating to the same transaction. The Stockholder Agreement, filed as an
exhibit pursuant to Item 7 below, is also incorporated by reference herein.
Item 7 - MATERIAL TO BE FILED AS EXHIBITS.
(1) Donation Letter dated July 22, 1997.
(2) The Stockholder Agreement.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GE FUND
By: /s/ ELIZA FRASER
Name: Eliza Fraser
Title: Counsel
Dated: August 1, 1997
<PAGE> 7
SCHEDULE I
<TABLE>
<CAPTION>
GE FUND
DIRECTORS
<S> <C> <C>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
D.D. Dammerman General Electric Company Senior Vice President-
3135 Easton Turnpike Finance, General
Fairfield, CT 06431 Electric Company
W.J. Conaty General Electric Company Senior Vice President-
3135 Easton Turnpike Human Resources, General
Fairfield, CT 06431 Electric Company
B.W. Heineman, Jr. General Electric Company Senior Vice President-
3135 Easton Turnpike General Counsel and
Fairfield, CT 06431 Secretary, General
Electric Company
L.G. Trotter General Electric Company President-GE Electrical
41 Woodford Avenue Distribution and Control
Plainville, CT 06062
Joyce Hergenhan General Electric Company Vice President-Corporate
3135 Easton Turnpike Public Relations, General
Fairfield, CT 06431 Electric Company
F.S. Blake GE Power Systems Vice President-General Counsel
1 River Road GE Power Systems
Schenectady, NY 12345
Steven Kerr General Electric Company Vice President-Corporate
GE Crotonville Leadership Development,
Old Albany Post Road General Electric Company
Ossining, NY 10562
Citizenship
-----------
All Directors U.S.A.
</TABLE>
<PAGE> 8
GE FUND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
<S> <C> <C>
Joyce Hergehan General Electric Company Acting President-
3135 Easton Turnpike GE Fund
Fairfield, CT 06431
P.S. McGrath General Electric Company Secretary -
3135 Easton Turnpike GE Fund
Fairfield, CT 06431
M.J. Cosgrove General Electric Investment Corporation Treasurer -
GE Investment Management, Inc. GE Fund
3003 Summer Street
P.O. Box 7900
Stamford, CT 06431
J.L. Polin General Electric Company Comptroller
3135 Easton Turnpike GE Fund
Fairfield, CT 06431
E.W. Fraser General Electric Company Counsel
3135 Easton Turnpike GE Fund
Fairfield, CT 06431
Citizenship
-----------
All Officers U.S.A.
</TABLE>
<PAGE> 1
STOCKHOLDER AGREEMENT among NEWPORT INVESTMENT LLC, a Delaware
limited liability company (the "Investor") and the individuals listed on
Schedule A attached hereto (each a "Stockholder" and, collectively, the
"Stockholders").
WHEREAS, the Investor and Alliance Imaging, Inc. (the
"Company") propose to enter into an Agreement and Plan of Merger dated as of
the effective date hereof (as the same may be amended or supplemented, the
"Merger Agreement") providing for the merger with and into the Company of a
corporation to be formed and wholly owned by the Investor (the "Merger"), upon
the terms and subject to the conditions set forth in the Merger Agreement, a
copy of which is attached hereto as Exhibit I;
WHEREAS, each Stockholders owns (a) the number of shares of
common stock, par value $.01 per share, of the Company (the "Common Stock") set
forth opposite his or its name on Schedule A attached hereto and/or (b) shares
of Series D Cumulative Redeemable Convertible Preferred Stock, par value $.01
per share, of the Company (the "Series D Stock" and collectively with the
Common Stock, the "Capital Stock"), which are convertible into the number of
shares of Common Stock set forth opposite his or its name on Schedule A
attached hereto (such shares of Capital Stock, together with any other shares
of Capital Stock of the Company acquired by such Stockholders after the date
hereof and during the term of this Agreement (including, without limitation,
through the conversion of any convertible securities or through the exercise of
any Company Stock Options or Warrants), being collectively referred to herein
as the "Subject Shares");
WHEREAS, each Stockholder owns Company Stock Options or
Warrants pursuant to which such Stockholder has the right to acquire the number
of shares of Common Stock set forth opposite his or its name on Schedule A
attached hereto;
WHEREAS, as a condition to its willingness to enter into the
Merger Agreement, the Investor has requested that each Stockholder enter into
this Agreement;
NOW, THEREFORE, to induce the Investor to enter into, and in
consideration of its entering into, the Merger Agreement, and in consideration
of the premises and the representation, warranties and agreements contained
herein, the parties agree as follows (capitalized terms used herein but not
defined herein have the meanings set forth in the Merger Agreement):
1. REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER
Each Stockholder hereby represents and warrants, severally and
not jointly, to the Investor as of the date hereof in respect of himself or
itself as follows:
(a) AUTHORITY. The Stockholder has all requisite power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement
by the Stockholder, and the consummation of the transactions contemplated
hereby, have been duly authorized by all necessary action on the part of the
Stockholder. This Agreement has been duly executed and
<PAGE> 2
delivered by the Stockholder and constitutes a valid and binding obligation of
the Stockholder enforceable against the Stockholder in accordance with its
terms. Except for the expiration or termination of the waiting periods under
the HSR Act, informational filings with the SEC, and compliance with any
applicable state securities laws, the execution and delivery of this Agreement
do not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, (i) conflict with or result in any
violation of, or default (with or without notice or lapse of time or both)
under any provision of, any certificate or articles of incorporation, bylaws,
certificate or articles of limited partnership, limited partnership agreement,
trust agreement, loan or credit agreement, note, bond, mortgage, indenture,
lease or other agreement, instrument, permit, concession, franchise, license,
judgment, order, notice, decree, statute, law, ordinance, rule or regulation
applicable to the Stockholder or to the Stockholder's property or assets,
including the Subject Shares, (ii) to such Stockholder's knowledge, require any
filing with, or permit, authorization, consent or approval of, or notice to,
any federal, state or local government or any court, tribunal, administrative
agency or commission or other governmental or regulatory authority or agency,
domestic, foreign or supranational, or (iii) to such Stockholder's knowledge,
violate any order, writ, injunction, decree, statute, rule or regulation
applicable to the Stockholder or any of the Stockholder's properties or assets,
including the Subject Shares. If the Stockholder is a natural person and is
married, and the Stockholder's Subject Shares constitute community property or
otherwise, need spousal or other approval for this Agreement to be legal, valid
and binding, this Agreement has been duly authorized, executed and delivered
by, and constitutes a valid and binding agreement of, the Stockholder's spouse
enforceable against such spouse in accordance with its terms. No trust of
which such Stockholder is a trustee requires the consent of any beneficiary to
the execution and delivery of this Agreement or to the consummation of the
transactions contemplated hereby.
(b) THE SUBJECT SHARES. The Stockholder is the record and
beneficial owner of, and has good and marketable title to, the Subject Shares,
Company Stock Options and/or Warrants set forth opposite his or its name on
SCHEDULE A attached hereto, free and clear of any Liens (except for any Subject
Shares that are held of record by the Depository Trust Company, or its nominee,
for the benefit of any Stockholder, which shall be transferred into record
ownership of such Stockholder as soon as practicable after the date hereof).
The Stockholder does not own, of record or beneficially, any shares of capital
stock of the Common or any Subsidiary or any option, warrants, rights or other
securities convertible into or exercisable for shares of capital stock of the
Company other than the Subject Shares, Company Stock Options and Warrants set
fourth opposite his or its name on Schedule A attached hereto, and other than
the Company's Senior Notes which are convertible into shares of the Company's
Series E Cumulative Redeemable Convertible Preferred Stock, par value $.01,
none of which Senior Notes are so convertible prior to January 1, 1998. Except
as set forth on Schedule 1(b), the Stockholder has the sole right to vote
Subject Shares owned by it, and, none of such Subject Shares is subject to any
voting trust or other agreement, arrangement or restriction with respect to the
voting of such Subject Shares, except as contemplated by this Agreement.
(c) BROKERS. No broker, finder, investment banker or other person
retained by such Stockholder is entitled to any brokerage, finder's or other
fee or commission in connection with the execution of this Agreement by such
Stockholder or the performance by such Stockholder of its obligations hereunder
(it being understood that Salomon Brothers Inc. may be
2
<PAGE> 3
entitled to certain fees and expenses in connection with the transaction
contemplated by the Merger Agreement, which fees and expenses shall be paid by
the Company as set forth in the Merger Agreement).
2. OPTION TO PURCHASE SHARES
Each Stockholder hereby severally grants to the Investor an option to
purchase (the "Option"), in the Investor's sole discretion, all Subject Shares
set forth opposite such Stockholder's name on SCHEDULE A hereto, at a price per
Share equal to the Cash Merger Price or, in respect of a share of Series D
Stock, an amount in cash equal to the Cash Merger Price for each Share that
would have been received had such share of Series D Stock been converted into
Shares immediately prior to such purchase (the "Exercise Price"). The Option
shall be exercisable by the Investor, as to all Stockholders, at any time prior
to the termination of this Agreement, by delivery of a notice of exercise to
all Stockholders at the address of each Stockholder set forth in SCHEDULE A.
The Subject Shares shall be delivered (with any appropriate executed stock
power) by each Stockholder to Irell & Manella (the "Escrow Agent"), which shall
hold the Subject Shares in escrow pending receipt by the Stockholder of the
purchase price payable therefor; upon such receipt the Subject Shares shall be
delivered by the Escrow Agent to Investor. Within ten business days after
delivery of such notice, the Investor shall pay to each Stockholder a cash
amount equal to the aggregate Exercise Price payable in respect of such
Stockholder's Subject Shares against delivery of certificates representing such
Subject Shares.
3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.
(a) AUTHORITY. The Investor has all requisite power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery, and performance of this
Agreement by the Investor, and the consummation of the transactions
contemplated hereby, have been duly authorized by all necessary action on the
part of the Investor. This Agreement has been duly executed and delivered by
the Investor and constitutes a valid and binding obligation of the Investor,
enforceable against the Investor in accordance with its terms. Except for the
expiration or termination of the waiting periods under the HSR Act,
informational filings with the SEC, the execution and delivery of this
agreement do not, and the consummation of the transactions contemplated hereby
and compliance with the terms hereof will not, (i) conflict with, or result in
any violation of, or default (with or without notice or lapse of time or both)
under any provision of, any certificate or articles of incorporation, bylaws,
certificate or articles of limited partnership, limited partnership agreement,
trust agreement, loan or credit agreement, note, bond, mortgage, indenture,
lease or other agreement, instrument, permit, concession, franchise, license,
judgment, order, notice, decree, statute, law, ordinance, rule or regulation
applicable to the Investor or to the Investor's property or assets, (ii)
require any filing with, or permit, authorization, consent or approval of, or
notice to, any federal, state or local government or any court, tribunal,
administrative agency or commission or other governmental or regulatory
authority or agency, domestic, foreign or supranational, or (iii) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to the
Investor or any of the Investor's properties or assets.
3
<PAGE> 4
(b) BROKERS. No broker, finder, investment banker or
other person is entitled to any brokerage, finder's or other fee or commission
for which any Stockholder will be liable in connection with the execution of
this Agreement by the Investor or the performance by the Investor of its
obligations hereunder.
(c) COMPLETE AGREEMENT; ADDITIONAL OR SIDE AGREEMENTS.
This Agreement represents the complete agreement between the Investor and each
Stockholder, and there are no additional or side agreements between the
Investor and any Stockholder with respect to any matter referenced herein.
(d) NO REGISTRATION REQUIREMENT. No registration under
the Securities Act (as defined below) is required in connection with the grant
of the Option or the sale of Subject Shares pursuant to the exercise of the
Option.
4. COVENANTS OF EACH STOCKHOLDER.
Each Stockholder, severally and not jointly, agrees, subject to the
terms and conditions of this Agreement, as follows:
(a) In connection with any closing of a purchase and sale
pursuant to the exercise of an Option, each Stockholder agrees to deliver to
the Escrow Agent promptly after receipt of a notice of exercise, all
certificates evidencing the Subject Shares held by such Stockholder, duly
endorsed in blank for transfer, or accompanied by stock powers and such other
documents as may be necessary in the Investor's judgment to transfer record
ownership of the Subject Shares being sold pursuant to such exercise to or as
directed by the Investor.
(b) At any meeting of stockholders of the Company called
to vote upon the Merger and the Merger Agreement or at any adjournment thereof
or in any other circumstances upon which a vote, consent or other approval
(including by written consent) with respect to the Merger and the Merger
Agreement is sought, the Stockholder shall vote (or cause to be voted) the
Subject Shares (except for the Series D Stock, unless it shall first have been
converted into Common Stock) in favor of the Merger and the adoption by the
Company of the Merger Agreement.
(c) At any meeting of stockholders of the Company or at
any adjournment thereof or in any other circumstances upon which the
Stockholder's vote, consent or other approval is sought, the Stockholder shall
vote (or cause to be voted) the Subject Shares (except for the Series D Stock,
unless it shall first have been converted into Common Stock) against (i) any
Alternative Transaction as such term is defined in Section 5.2 of the Merger
Agreement, (ii) any amendment of the Company's certificate of incorporation or
by-laws or other proposal or transaction involving the Company, which amendment
or other proposal or transaction would be reasonably likely to impede,
frustrate, prevent or nullify the Merger, the Merger Agreement or any of the
other transactions contemplated by the Merger Agreement or change in any manner
the voting rights of any class of Company Common Stock, or (iii) any action
that would cause the Company to breach any representation, warranty or covenant
4
<PAGE> 5
contained in the Merger Agreement. Subject to Section 11, the Stockholder
further agrees not to enter into any agreement or take any action inconsistent
with the foregoing.
(d) The Stockholder shall not, prior to the earliest of
(i) the Effective Time and (ii) the termination of this Agreement in accordance
with its terms, (A) sell, transfer, give, pledge, assign or otherwise dispose
of (including by gift) (collectively, "Transfer"), or consent to any Transfer
of, any or all of such Subject Shares or any interest therein or enter into any
contract, option or other arrangement (including any profit sharing
arrangement) with respect to the Transfer of, the Subject Shares to any person
(unless such person agrees in writing to be bound by all of the terms of this
Agreement and written notice of such Transfer is given promptly to Investor)
other than pursuant to the terms of the Merger or (B) enter into any voting
arrangement, directly or indirectly, whether by proxy, voting agreement or
otherwise, in respect of the Subject Shares, and the Stockholder agrees not to
commit or agree to take any of the foregoing actions.
(e) Subject to the terms of Section 11, during the term
of this Agreement, the Stockholder shall not, nor shall it permit any
investment banker, financial adviser, attorney, accountant or other
representative retained by it, to, directly or indirectly, (i) solicit,
initiate or encourage (including by way of furnishing information), or take any
other action to facilitate, any inquiries or the making of any proposal that
may lead to an Alternative Transaction or (ii) participate in any discussions
or negotiations regarding any proposed Alternative Transaction.
(f) [intentionally left blank]
(g) Such Stockholder, and any beneficiary of a revocable
trust for which such Stockholder serves as trustee, shall not take any action
to revoke or terminate such trust or take any other action which would
restrict, limit or frustrate in any way the transactions contemplated by this
Agreement.
(h) Each Stockholder agrees that to the extent he or it
receives notice, pursuant to Section 2, of Investor's exercise of its Option,
he or it will, in accordance with applicable law, promptly (x) convert such
shares of Preferred Stock owned by it into Common Stock (provided that any
such conversion shall be contemporaneous with the purchase pursuant to such
exercise of the Option) and (y) exercise such Warrants and Company Stock
Options owned by it. With respect to Warrants and Company Stock Options that
are not exercised prior to the Effective Time, it is agreed that each
Stockholder shall be entitled to a "cashless net proceeds" exercise of such
Warrants and Company Stock Options at the Effective Time.
5. GRANT OF IRREVOCABLE PROXY; APPOINTMENT OF PROXY.
Each Stockholder hereby irrevocably grants to, and appoints, the
Investor and Josh Harris, in his capacity as an officer of the Investor, and
any individual who shall hereafter succeed to any such office of the Inventor,
such Stockholder's proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of such Stockholder, (i) to
vote such Stockholder's Subject Shares (except for the Series D Stock, unless
it shall first have been
5
<PAGE> 6
converted into Common Stock), or grant a consent or approval with respect to
the Merger and the adoption by the Company of the Merger Agreement and (ii) to
vote such Stockholder's Subject Shares (except for the Series D Stock, unless
it shall first have been converted into Common Stock), against (x) any
Alternative Transaction, as such term is defined in Section 5.2 of the Merger
Agreement, (y) any amendment of the Company's certificate of incorporation or
by-laws or other proposal or transaction involving the Company, which amendment
or other proposal or transaction would be reasonably likely to impede,
frustrate, prevent or nullify the Merger, the Merger Agreement or any of the
other transactions contemplated by the Merger Agreement or change in any manner
the voting rights of any class of Company Common Stock, or (z) any action that
would cause the Company to breach any representation, warranty or covenant
contained in the Merger Agreement. The proxy granted pursuant to this Section
(i) shall not affect the Stockholder's ability to make an election, pursuant to
the terms and conditions of the Merger Agreement, to receive cash or stock as
consideration in the Merger, (ii) shall terminate upon the termination of this
Agreement pursuant to section 9 and (iii) is subject to the Investor's
compliance with Section 14.
(a) Each Stockholder represents that there are no proxies
heretofore given in respect of such Stockholder's Subject Shares.
(b) Each Stockholder hereby affirms that each irrevocable
proxy granted pursuant to this Section 5 is given in connection with the
execution of the Merger Agreement, and that each such irrevocable proxy is
given to secure the performance of the duties of the Stockholder under this
Agreement. Such Stockholder hereby further affirms that each such irrevocable
proxy is coupled with an interest and may under no circumstances be revoked.
Each Stockholder hereby ratifies and confirms all that the holder of each
irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each
such irrevocable proxy is executed and intended to be irrevocable in accordance
with the provisions of Section 212(e) of the Delaware General Corporation Law
(the "DGCL"); provided, that each such irrevocable proxy shall terminate upon
termination of this Agreement pursuant to Section 9.
6. FURTHER ASSURANCES.
Each Stockholder will, at the Investor's expense, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as the Investor may
reasonably request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.
7. CERTAIN EVENTS.
Each stockholder agrees that this Agreement and the obligations
hereunder shall attach to such Stockholder's Subject Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of
such Subject Shares shall pass, whether by operation of law or otherwise,
including without limitation such Stockholder's heirs, guardians,
administrators or successors. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of the Company affecting the Company Common Stock, or the acquisition
of additional shares of Company Common Stock or other
6
<PAGE> 7
voting securities of the Company by any Stockholder, the number of Subject
Shares listed in Schedule A beside the name of such Stockholder shall be
adjusted appropriately and this Agreement and the obligations hereunder shall
attach to any additional shares of Company Common Stock or other voting
securities of the Company issued to or acquired by such Stockholder.
8. ASSIGNMENT.
Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties without the prior written
consent of the other parties, except that (i) the Investor may assign any or
all of its rights, interests and obligations hereunder to the extent it assigns
its rights, interests or obligations pursuant to Section 9.7 of the Merger
Agreement, and (ii) the Investor may assign, in its sole discretion, any and
all of its rights, interests and obligations hereunder to any direct or
indirect wholly owned subsidiary of the Investor, provided that the Investor
will continue to remain primarily liable for its obligations hereunder in the
event of any assignment pursuant to this clause (ii). Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and permitted
assigns.
9. TERM; TERMINATION.
This Agreement shall become effective upon execution and delivery by
all of the parties hereto (provided that Investor has received options from the
parties hereto and, if applicable, the Company to purchase more than 50% of the
Common Stock, on a fully diluted basis), and this Agreement and all rights and
obligations of the parties hereunder, shall terminate on the earlier of (a)
December 31, 1997 (unless a notice pursuant to Section 2 shall have been sent
within 10 business days prior to such date and the sale of Shares pursuant to
such notice shall not have been consummated), (b) the date on which the Merger
Agreement is terminated in accordance with its terms, unless within 15 business
days of such date the Investor delivers the notice in connection with the
Option as set forth in Section 2; provided, however, that if, in such event,
the Investor sells, or agrees to sell, any Shares acquired pursuant to the
exercise of the option within 60 days of the date of such exercise, all
proceeds from such sale in excess of $11.00 per Share shall be paid by the
Investor to the Stockholders pro rata, based on their percentage ownership of
Subject Shares (with Series D Stock deemed converted to Common Stock for this
purpose), (c) subject to clause (b) above, the date on which a notice of
termination is delivered by the Investor to the Stockholders or (d) the date on
which the Investor breaches any of the covenants set forth in Section 14.
10. GENERAL PROVISIONS.
(a) AMENDMENTS. This Agreement may not be amended except
by an instrument in writing signed by each of the parties hereto.
(b) NOTICE. All notices and other communications
hereunder shall be in writing and shall be deemed given when delivered by
facsimile (with confirmation of delivery) or personally or sent by overnight
courier (providing proof of delivery) to the Investor in accordance
7
<PAGE> 8
with Section 9.2 of the Merger Agreement and to the Stockholders at their
respective addresses and facsimile numbers set forth on Schedule A attached
hereto (or at such other address and facsimile number for a party as shall be
specified by like notice).
(c) INTERPRETATION. When a reference is made in this
Agreement to an Article or a Section, such reference shall be deemed made to an
Article or a Section of this Agreement, unless otherwise indicated. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. Unless
the context otherwise requires, words importing the singular shall include the
plural, and vice versa. Wherever the words "include," "includes" or including"
are used in this Agreement, they shall be deemed to be followed by the words
"without limitation." Capitalized terms used and not otherwise defined in this
Agreement shall have the respective meanings assigned to them in the Merger
Agreement.
(d) COUNTERPARTS. This Agreement may be executed in one
or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more of the counterparts have
been signed by each of the parties and delivered to the other party, it being
understood that each party need not sign the same counterpart.
(e) ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. This
Agreement (including the documents and instruments referred to herein) (i)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof and (ii) is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.
(f) GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware regardless
of the laws that might otherwise govern under applicable principles of
conflicts of law thereof.
(q) VOIDABILITY. If prior to the execution hereof, the
Board of Directors of the Company shall not have duly and validly authorized
and approved all necessary corporate action, this Agreement, the Merger
Agreement and the transactions contemplated hereby and thereby, so that by the
execution and delivery hereof the Investor would become, or could reasonably be
expected to become an "interested stockholder" with whom the Company would be
prevented for any period pursuant to Section 203 of the DGCL from engaging in
any "business combination" (as such terms are defined in Section 203 of the
DGCL), then this Agreement shall be void and unenforceable until such time as
such authorization and approval shall have been duly and validly obtained.
(h) EXPENSES. Except as otherwise provided herein, all
costs and expenses incurred in connection with the transactions contemplated by
this Agreement shall be paid by the party incurring such expense.
8
<PAGE> 9
11. STOCKHOLDER CAPACITY.
No person executing this Agreement who is or becomes during
the term hereof a director or officer of the Company makes any agreement or
understanding herein in his capacity as such director or officer. Each
Stockholder signs solely in his capacity as the record holder and beneficial
owner of, or the trustee of a trust whose beneficiaries are the beneficial
owners of, such Stockholder's Subject Shares and nothing herein (including,
without limitation, the provisions of Section 4(e)) shall limit or affect any
actions taken by a Stockholder in his capacity as an officer or director of the
Company.
12. ENFORCEMENT.
The parties agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Delaware or in a Delaware state court, this being in
addition to any other remedy to which they are entitled at law or in equity.
In addition, each of the parties hereto (i) consents to submit such party to
the personal jurisdiction of any Federal court located in the State of Delaware
or any Delaware state court in the event any dispute arises out of this
Agreement or any of the transactions contemplated hereby, (ii) agrees that such
party will not attempt to deny or defeat such personal jurisdiction by motion
or other request for leave from any such court, (iii) agrees that such party
will not bring any motion relating to this Agreement or the transactions
contemplated hereby in any court other than a Federal court sitting in the
state of Delaware or a Delaware state court and (iv) waives any right to trial
by jury with respect to any claim or proceeding related to or arising out of
this Agreement or any of the transactions contemplated hereby.
13. PUBLIC ANNOUNCEMENTS.
Neither the Investor nor any Stockholder shall issue any press
release or make any public statement without the prior written consent of the
other parties hereto, except as may be required by applicable law, court
process or by obligations pursuant to any listing agreement with any national
securities exchange.
14. INVESTOR COVENANTS.
Investor covenants and agrees that without terminating this
Agreement:
(a) Neither the Merger Agreement nor this
Agreement will be amended, and no condition in the Merger Agreement will be
waived, so as to: (i) reduce the value of the consideration payable in the
Merger, (ii) materially adversely affect the timing of the closing of the
Merger, (iii) reduce the Cash Merger Price, or (iv) otherwise adversely affect
the interests of the Stockholders.
(b) Upon its formation, Newco will execute and
deliver a joinder to the Merger Agreement, rendering it a party thereto, and
obligating it to perform thereunder.
9
<PAGE> 10
15. PIGGYBACK REGISTRATION RIGHTS.
From and after the Effective Time, the Investor shall cause
the Company to grant to each Stockholder piggyback registration rights (subject
to standard cutbacks) with respect to any offering of Common Stock made by the
Investor that is registered pursuant to the Securities Act of 1933, as amended
(the "Securities Act"). Such piggyback registration rights shall be available
only to the extent that, and so long as, such Stockholder's Subject Shares are
not freely tradable (e.g., subject to Rule 145 or Rule 144) under the
Securities Act.
IN WITNESS WHEREOF, the Investor and the Stockholders have
caused this Agreement to be duly executed and delivered effective as of the
date of the Merger Agreement.
NEWPORT INVESTMENT LLC
By:
--------------------------------------------
Name:
Title:
STOCKHOLDERS:
-----------------------------------------------
Print Name of Stockholder
-----------------------------------------------
Signature
-----------------------------------------------
Name of Authorized Person Signing
-----------------------------------------------
Title of Authorized Person Signing
10
<PAGE> 11
SCHEDULE 1(b)
Amended and Restated Standstill Agreement dated as of December
31, 1996, between the Registrant and Connecticut General Life Insurance
Company, CIGNA Property and Casualty Insurance Company of North America and
Life Insurance Company of North America.
Amended and Restated Standstill Agreement, date as of December
31, 1996, between Richard N. Zehner and Alliance Imaging, Inc.
Amended and Restated Standstill Agreement, dated as of
December 31, 1996, between each of The Northwestern Mutual Life Insurance
Company, The Travelers Indemnity Company, The Travelers Insurance Company, The
Travelers Life and Annuity Company, The Lincoln National Life Insurance Company
and Bedrock Asset Trust I and Alliance Imaging, Inc.
Amended and Restated Standstill Agreement, dated as of
December 31, 1996, between DLJ Capital Corporation and Alliance Imaging, Inc.
Voting Trust Agreement between Meridian Trust Company, as
voting trustee, and DLJ Capital Corporation dated as of December 29, 1988.
11
<PAGE> 12
IN WITNESS WHEREOF, the Investor and the Stockholders have
caused this Agreement to be duly executed and delivered effective as of the
date of the Merger Agreement.
NEWPORT INVESTMENT LLC
By: /s/ Michael Gross
--------------------------------------------
Name: Michael Gross
Title: President
STOCKHOLDERS:
-----------------------------------------------
Print Name of Stockholder
-----------------------------------------------
Signature
-----------------------------------------------
Name of Authorized Person Signing
-----------------------------------------------
Title of Authorized Person Signing
12
<PAGE> 13
IN WITNESS WHEREOF, the Investor and the Stockholders have
caused this Agreement to be duly executed and delivered effective as of the
date of the Merger Agreement.
NEWPORT INVESTMENT LLC
By:
--------------------------------------------
Name:
Title:
STOCKHOLDERS:
Richard N. Zehner
Richard N. Zehner, Trustee
-----------------------------------------------
Print Name of Stockholder
/s/ Richard N. Zehner
/s/ Richard N. Zehner
-----------------------------------------------
Signature
-----------------------------------------------
Name of Authorized Person Signing
-----------------------------------------------
Title of Authorized Person Signing
13
<PAGE> 14
IN WITNESS WHEREOF, the Investor and the Stockholders have
caused this Agreement to be duly executed and delivered effective as of the
date of the Merger Agreement.
NEWPORT INVESTMENT LLC
By:
--------------------------------------------
Name:
Title:
STOCKHOLDERS:
Vincent S. Pino, Custodian
Vincent S. Pino
Rosemary G. Pino
-----------------------------------------------
Print Name of Stockholder
/s/ Vincent S. Pino, Custodian
/s/ Vincent S. Pino
/s/ Rosemary G. Pino
-----------------------------------------------
Signature
Vincent S. Pino, Custodian
Vincent S. Pino
Rosemary G. Pino
-----------------------------------------------
Name of Authorized Person Signing
-----------------------------------------------
Title of Authorized Person Signing
14
<PAGE> 15
IN WITNESS WHEREOF, the Investor and the Stockholders have
caused this Agreement to be duly executed and delivered effective as of the
date of the Merger Agreement.
NEWPORT INVESTMENT LLC
By:
--------------------------------------------
Name:
Title:
STOCKHOLDERS:
CIG & Co.
-----------------------------------------------
Print Name of Stockholder
/s/ James R. Kuzemchak
-----------------------------------------------
Signature
James R. Kuzemchak
-----------------------------------------------
Name of Authorized Person Signing
Partner
-----------------------------------------------
Title of Authorized Person Signing
BENEFICIAL OWNERS:
Connecticut General Life
Insurance Company, CIGNA
Property and Casualty Insurance
Company, Life Insurance Company
of North America and Century
Indemnity Company
By CIGNA Investments, Inc.
By: /s/ James R. Kuzemchak
----------------------
Name: James R. Kuzemchak
Title: Managing Director
15
<PAGE> 16
IN WITNESS WHEREOF, the Investor and the Stockholders have
caused this Agreement to be duly executed and delivered effective as of the
date of the Merger Agreement.
NEWPORT INVESTMENT LLC
By:
--------------------------------------------
Name:
Title:
STOCKHOLDERS:
Meridian Trust company as Voting
Trustee under Agreement dated
12/29/88
-----------------------------------------------
Print Name of Stockholder
/s/ Hans F. Hass
-----------------------------------------------
Signature
Hans F. Hass
-----------------------------------------------
Name of Authorized Person Signing
Assistant Vice President
-----------------------------------------------
Title of Authorized Person Signing
16
<PAGE> 17
IN WITNESS WHEREOF, the Investor and the Stockholders have
caused this Agreement to be duly executed and delivered effective as of the
date of the Merger Agreement.
NEWPORT INVESTMENT LLC
By:
--------------------------------------------
Name:
Title:
STOCKHOLDERS:
Northwestern Mutual Life
Insurance Company
-----------------------------------------------
Print Name of Stockholder
/s/ Gary A. Poliner
-----------------------------------------------
Signature
Gary A. Poliner
-----------------------------------------------
Name of Authorized Person Signing
Vice President
-----------------------------------------------
Title of Authorized Person Signing
17
<PAGE> 18
IN WITNESS WHEREOF, the Investor and the Stockholders have
caused this Agreement to be duly executed and delivered effective as of the
date of the Merger Agreement.
NEWPORT INVESTMENT LLC
By:
--------------------------------------------
Name:
Title:
STOCKHOLDERS:
Bedrock Asset Trust I
By: Wilmington Trust Company,
not in its individual capacity
but solely as owner trustee
-----------------------------------------------
Print Name of Stockholder
/s/ Ann E. Roberts
-----------------------------------------------
Signature
Senior Financial Services Officer
-----------------------------------------------
Name of Authorized Person Signing
-----------------------------------------------
Title of Authorized Person Signing
18
<PAGE> 19
IN WITNESS WHEREOF, the Investor and the Stockholders have
caused this Agreement to be duly executed and delivered effective as of the
date of the Merger Agreement.
NEWPORT INVESTMENT LLC
By:
--------------------------------------------
Name:
Title:
STOCKHOLDERS:
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: Lincoln Investment
Management, Inc., its
Attorney-in-Fact
-----------------------------------------------
Print Name of Stockholder
/s/ Richard L. Corwin
-----------------------------------------------
Signature
Richard L. Corwin
-----------------------------------------------
Name of Authorized Person Signing
Vice President
-----------------------------------------------
Title of Authorized Person Signing
19
<PAGE> 20
IN WITNESS WHEREOF, the Investor and the Stockholders have
caused this Agreement to be duly executed and delivered effective as of the
date of the Merger Agreement.
NEWPORT INVESTMENT LLC
By:
--------------------------------------------
Name:
Title:
STOCKHOLDERS:
THE TRAVELERS INSURANCE COMPANY
-----------------------------------------------
Print Name of Stockholder
/s/ A. William Carnduff
-----------------------------------------------
Signature
A. William Carnduff
-----------------------------------------------
Name of Authorized Person Signing
Second Vice President
-----------------------------------------------
Title of Authorized Person Signing
TRAL & CO. as nominee for the
Travelers Insurance Company
By: /s/ Frank C. Pattison
---------------------
Attorney-in-Fact
20
<PAGE> 21
IN WITNESS WHEREOF, the Investor and the Stockholders have
caused this Agreement to be duly executed and delivered effective as of the
date of the Merger Agreement.
NEWPORT INVESTMENT LLC
By:
--------------------------------------------
Name:
Title:
STOCKHOLDERS:
THE GE FUND
-----------------------------------------------
Print Name of Stockholder
/s/ Philip D. Ameen
-----------------------------------------------
Signature
Philip D. Ameen
-----------------------------------------------
Name of Authorized Person Signing
Attorney-in-Fact
-----------------------------------------------
Title of Authorized Person Signing
CONSENTED AND AGREED TO AS OF
THE DATE FIRST WRITTEN ABOVE:
GENERAL ELECTRIC COMPANY
acting through GE Medical
Systems
By: /s/ Rick Berger
Its: Manager-Financial Services
CONSENTED AND AGREED TO AS OF
THE DATE FIRST WRITTEN ABOVE:
THE GE FUND
By: Philip D. Ameen
Its: Attorney-in-Fact
21
<PAGE> 22
SCHEDULE A
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
NUMBER OF
SHARES OF COMPANY
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED
-------------- -------------------- ------------------
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
GE Fund 18,000 3,000,000 (reflecting
-------------------------- convertibility of Series D
(Name) Stock)
c/o General Electric Compay
---------------------------
3135 Easton Turnpike
--------------------------
(Street)
Fairfield, CT 06431
--------------------------
(City, State, Zip
- ----------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 23
SCHEDULE A
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER OF SUBJECT
NUMBER OF SHARES PURSUANT TO
SHARES OF COMPANY EXERCISE OF COMPANY
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
-------------- -------------------- ------------------ ---------
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard N. Zehner 257,139* 460,000
--------------------------
(Name)
9881 Orchard Lane
---------------------------
(Street)
Villa Park, CA 92667
--------------------------
(City, State, Zip)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Includes 196,593 shares as community property, 30,273 owned by Matthew
Zehner, a minor son, and 30,273 shares owned by Michelle Zehner, a minor
daughter. Richard N. Zehner is Trustee of the Zehner Children's Trusts for his
children.
<PAGE> 24
SCHEDULE A
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER OF SUBJECT
NUMBER OF SHARES PURSUANT TO
SHARES OF COMPANY EXERCISE OF COMPANY
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
-------------- -------------------- ------------------ ---------
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Vincent S. and Rosemary G. Pino 364,045* 205,025
------------------------------
(Name)
31441 Island Drive
---------------------------
(Street)
Evergreen, CO 80439
--------------------------
(City, State, Zip)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Includes 309,620 shares as community property, 37,027 in Vincent
Pino's self-directed IRA account, 3,218 in Rosemary Pino's self-directed IRA
account, 7090 shares owned by Michael Pino, a minor son, and 7,090 shares owned
by Tiffany Pino, a minor daughter. Mr. Pino is custodian for his minor
children.
<PAGE> 25
SCHEDULE A
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER OF SUBJECT
NUMBER OF SHARES PURSUANT TO
SHARES OF COMPANY EXERCISE OF COMPANY
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
-------------- -------------------- ------------------ ---------
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Bedrock Asset Trust I 385,150 8,880
--------------------------
(Name)
---------------------------
(Street)
--------------------------
(City, State, Zip)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 26
SCHEDULE A
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER OF SUBJECT
NUMBER OF SHARES PURSUANT TO
SHARES OF COMPANY EXERCISE OF COMPANY
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
-------------- -------------------- ------------------ ---------
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The Northwestern Mutual Life
Insurance Company 1,988,200 41,863
--------------------------
(Name)
720 East Wisconsin Avenue
---------------------------
(Street)
Milwaukee, WI 53202
--------------------------
(City, State, Zip)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 27
SCHEDULE A
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER OF SUBJECT
NUMBER OF SHARES PURSUANT TO
SHARES OF COMPANY EXERCISE OF COMPANY
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
-------------- -------------------- ------------------ ---------
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Meridian Trust Company as Voting
Trustee under agreement
dated 12/29/88 933,435
--------------------------
(Name)
600 Penn Street
---------------------------
(Street)
Reading, PA 19602
--------------------------
(City, State, Zip)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 28
SCHEDULE A
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER OF SUBJECT
NUMBER OF SHARES PURSUANT TO
SHARES OF COMPANY EXERCISE OF COMPANY
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
-------------- -------------------- ------------------ ---------
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CIG & Co 485,000 11,200
--------------------------
(Name)
---------------------------
(Street)
--------------------------
(City, State, Zip)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 29
SCHEDULE A
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER OF SUBJECT
NUMBER OF SHARES PURSUANT TO
SHARES OF COMPANY EXERCISE OF COMPANY
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
-------------- -------------------- ------------------ ---------
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
THE TRAVELERS INSURANCE COMPANY 431,385 10,986
-------------------------------
(Name)
One Tower Square
-------------------------------
(Street)
Hartford, CT 06138-2030
ATTN: A. William Carnduff
-------------------------------
(City, State, Zip)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 30
SCHEDULE A
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER OF SUBJECT
NUMBER OF SHARES PURSUANT TO
SHARES OF COMPANY EXERCISE OF COMPANY
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
-------------- -------------------- ------------------ ---------
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
THE TRAVELERS INDEMINITY COMPANY 372,123 9,501
--------------------------------
(Name)
One Tower Square
--------------------------------
(Street)
Hartford, CT 06138-2030
ATTN: A. William Carnduff
--------------------------------
(City, State, Zip)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 31
SCHEDULE A
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER OF SUBJECT
NUMBER OF SHARES PURSUANT TO
SHARES OF COMPANY EXERCISE OF COMPANY
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
-------------- -------------------- ------------------ ---------
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
THE TRAVELERS LIFE
AND ANNUITY COMPANY 195,620 4,884
--------------------------------------
(Name)
One Tower Square
--------------------------------------
(Street)
Hartford, CT 06138-2030
ATTN: A. William Carnduff
--------------------------------------
(City, State, Zip)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 32
SCHEDULE A
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER OF SUBJECT
NUMBER OF SHARES PURSUANT TO
SHARES OF COMPANY EXERCISE OF COMPANY
NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK STOCK OPTIONS AND
OF STOCKHOLDER SERIES D STOCK BENEFICIALLY OWNED WARRANTS
-------------- -------------------- ------------------ ---------
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The Lincoln National Life
Insurance Company 537,285 12,686
--------------------------
(Name)
200 E. Berry Street (2R-02)
---------------------------
(Street)
Fort Wayne, IN 46802
--------------------------
(City, State, Zip)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
