<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 12, 1998
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ALLIANCE IMAGING, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-16334 33-0239910
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction Identification No.)
of Incorporation)
1065 NORTH PACIFICENTER DRIVE,
SUITE 200
ANAHEIM, CALIFORNIA 92806
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(Address of principal executive offices including Zip Code)
(714) 688-7100
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(Registrant's telephone number,including area code)
N.A.
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(Former name or former address, if changed since
last report)
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ITEM 5. OTHER EVENTS.
On March 12, 1998, Alliance Imaging, Inc. (the "Company") and two of
its wholly owned subsidiaries entered into a Securities Purchase
Agreement (the "Purchase Agreement") pursuant to which the Company,
through such subsidiaries, will acquire (the "Acquisition") all of the
outstanding common stock of CuraCare, Inc. and all of the partnership
interests in American Shared-CuraCare (together, "American-Shared
CuraCare") both of which are operating subsidiaries of American Shared
Hospital Services ("ASHS"). The purchase price includes approximately
$13.6 million in cash and the assumption of liabilities, including
$26.1 million of debt. The Company intends to finance the
transaction with bank financing. The transaction is subject to
customary conditions and the receipt of necessary regulatory
approvals, and is expected to close by July 1998.
In connection with the Purchase Agreement, wholly owned subsidiaries
of the Company also entered into stockholders agreements (the
"Stockholders Agreements") pursuant to which stockholders of
approximately 44.4% of ASHS' outstanding common stock (including
options in respect of approximately 23.9% ASHS' outstanding common
stock (assuming the full exercise of such options)) agreed and granted
a proxy to vote their shares of common stock (and exercise their
common stock options and thereafter vote the common stock issued
thereunder) in favor of the Acquisition.
The Company's management believes that synergies between American-
Shared CuraCare and the Company are likely to result in future cost
savings. The Company's management also believes that, without giving
effect to any synergies, the Acquisition will improve the Company's
credit ratios.
This event is the subject of a press release issued by the Company and
ASHS on March 12, 1998, a copy of which is attached hereto as EXHIBIT
99 and is incorporated herein by reference.
THIS FORM 8-K CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 WITH
RESPECT TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS
OF THE COMPANY, INCLUDING STATEMENTS RELATING TO POTENTIAL SYNERGIES
TO BE OBTAINED AS A RESULT OF THE ANNOUNCED TRANSACTION AND THE EFFECT
OF THE ANNOUNCED TRANSACTION ON THE COMPANY'S CREDIT RATIOS. THESE
FORWARD LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. NO
ASSURANCE CAN BE GIVEN THAT ANY SUCH MATTERS WILL BE REALIZED. FACTORS
THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS INCLUDE, AMONG OTHERS,
THE FOLLOWING POSSIBILITIES: (1) COMPETITIVE PRESSURE IN THE COMPANY'S
INDUSTRY INCREASES SIGNIFICANTLY, (2) COSTS OR DIFFICULTIES RELATED TO
THE INTEGRATION OF THE BUSINESS OF THE COMPANY, AMERICAN SHARED-
CURACARE OR ANY OTHER BUSINESSES TO BE ACQUIRED ARE GREATER THAN
EXPECTED, (3) THE ABILITY TO RENEW OR EXTEND EXISTING CONTRACTS AND
(4) GENERAL ECONOMIC CONDITIONS BECOMING LESS FAVORABLE THAN EXPECTED.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ALLIANCE IMAGING, INC.
(Registrant)
Dated March 12, 1998 By: /s/ Richard N. Zehner
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Name: Richard N. Zehner
Title: Chairman and Chief
Executive Officer
3
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EXHIBIT INDEX
Exhibit No. Description
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99 Press Release dated March 12, 1998
<PAGE>
EXHIBIT 99
AMERICAN SHARED HOSPITAL SERVICES ALLIANCE IMAGING, INC.
Four Embarcadero Center #3620 1065 PacifiCenter Drive #200
San Francisco CA 94111 Anaheim CA 92806
P R E S S R E L E A S E
_ _ _ _ _ _ _ _ _ _ _ _
For Immediate Release
March 12, 1998
AMERICAN SHARED HOSPITAL SERVICES
SIGNS AGREEMENT TO SELL DIAGNOSTIC IMAGING BUSINESS TO
ALLIANCE IMAGING, INC.
San Francisco, California
Anaheim, California March 12 ---
AMERICAN SHARED HOSPITAL SERVICES (AMEX, PCX: AMS) and ALLIANCE IMAGING, INC.
today announced they have signed a definitive agreement for American Shared to
sell its medical diagnostic imaging assets to Alliance Imaging.
The purchase price includes approximately $13.6 million in cash, and the
assumption of liabilities associated with American Shared's diagnostic imaging
business, including approximately $26.1 million of debt. The assets to be sold
include American Shared's equipment and contracts pursuant to which it provides
MRI, CT, ultrasound and nuclear diagnostic imaging services to over 200
hospitals, medical centers and medical offices located in 23 states, as well as
American Shared's cardiac catheterization laboratory and respiratory therapy
services business. Alliance Imaging said the acquisition will improve its
credit ratios.
After consummation of the transaction, American Shared will continue to provide
Gamma Knife radiosurgery services to major medical centers through its
subsidiary, GK Financing, LLC. American Shared also will continue development
of its "Operating Room for the 21st Century" activities.
The proposed transaction is subject to certain conditions, including receipt of
regulatory approvals and the approving vote of a majority of the shareholders of
American Shared. The companies said that they hoped to consummate the
transaction before July 15, 1998.
....continued
<PAGE>
AMERICAN SHARED HOSPITAL SERVICES and ALLIANCE IMAGING, INC.
Press Release March 12, 1998
Page 2
Commenting on today's announcement, Ernest A. Bates, M.D., chairman and CEO of
American Shared said, "This transaction gives American Shared added capital for
continued growth. We already are the largest owner of Gamma Knife radiosurgery
units, with 3 units currently operating plus signed contracts for 4 additional
sites which are under development now. We will continue our growth through
acquisition of existing radiosurgery and related treatment centers, and the
development of more new sites. We expect to play a leading role in the
consolidation of freestanding and hospital-based radiotherapy units."
American Shared Hospital Services is a diversified medical services company,
with interests in mobile and shared diagnostic imaging, insurance services and
(through its 81% equity interest in GK Financing, LLC) radiosurgery services.
Headquarters are in San Francisco.
Alliance Imaging, Inc., an affiliate of Apollo Management, L.P., is a leading
provider of comprehensive diagnostic imaging services to hospitals and other
healthcare providers. Services are provided on either a mobile, shared-user
basis or on a full-time, single-user basis.
* * * *
Contact: Alliance Imaging, Inc.
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Kenneth S. Ord, 714/688-7100
www.allianceimaging.com
or
The Financial Relations Board, 310/442-0599
Karen Taylor, general information
Moira Conlon, analyst contact
Michaelle Burstin, media contact
American Shared Hospital Services
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Richard Magary, 415/788-5300 (8am-6pm, M-F)
415/658-8003 (after hours)
415/431-2359 (home)
www.ashs.com
09MARqd
