SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
ALLIANCE IMAGING, INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
018606-10-3
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(CUSIP Number of Class of Securities)
ELIZA FRASER, ESQ.
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GE FUND
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3135 EASTON TURNPIKE
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FAIRFIELD, CT 06431
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(203) 373-2442
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 18, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
SCHEDULE 13D
CUSIP No.018606-10-3
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GE Fund
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) [ ]
6. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power
0
8. Shared Voting Power
0
9. Sole Dispositive Power
0
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
0.0%
14. Type of Reporting Person
CO
<PAGE>
Item 1. Security and Issuer
This amendment amends a statement on Schedule 13D relating to the
Common Stock, $0.01 par value per share ("Common Stock"), of Alliance
Imaging, Inc., a Delaware corporation ("Alliance"), filed with the
Securities and Exchange Commission on August 1, 1997. This amendment
reports the conversion and surrender to Alliance of 3,000,000 shares of
Alliance's Common Stock owned by GE Fund (the "Fund" or "Reporting
Person"). The principal executive offices of Alliance are located at 3111
North Tustin Avenue, Orange, California 92865.
Item 2. Identity and Background.
This statement is filed by the Fund, a New York corporation (the
"Fund" or the "Reporting Person"), having its principal executive offices
at 3135 Easton Turnpike, Fairfield, CT. The Fund is a corporation under the
not-for-profit corporation laws 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 the best of its
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 or 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 and Other Consideration
Not applicable.
Item 4. Purpose of Transaction
On December 18, 1997, all 18,000 shares of Alliance's Series D 4%
Cumulative Redeemable Convertible Preferred Stock (the "Series D Preferred
Stock") owned by the Fund were converted into 3,000,000 shares (the
"Conversion Shares") of Alliance's Common Stock (the "Common Stock
Conversion"). Immediately following the Common Stock Conversion: (i) the
Conversion Shares were converted into the right to receive $11.00 per share
in cash (the "Cash Merger Price") pursuant to an Agreement and Plan of
Merger between Newport Investment LLC and Alliance dated as of July 23,
1997, as amended (the "Merger Agreement") and (ii) the Fund surrendered the
Conversion Shares to Alliance and received the Cash Merger Price pursuant
to the terms 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 Securities and Exchange Commission on August 1, 1997.
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), inclusive, of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Not applicable.
(b) Not applicable.
(c) The responses set forth in Item 4 are incorporated herein.
(d) Not applicable.
(e) The Fund ceased to be the beneficial owner of more than five
percent of the Common Stock on December 18, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
None.
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/ JANE POLIN
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Name: Jane Polin
Title: Comptroller
<PAGE>
Schedule I
GE Fund
DIRECTORS OFFICERS
Dennis D. Dammerman-Chairman Dolores Cross President
William F. Conaty Michael J. Cosgrove Treasurer
Joyce Hergenhan Jane L. Polin Comptroller
Lloyd G. Trotter Eliza W. Fraser Counsel
Francis S. Blake
Benjamin W. Heineman, Jr.
Steven Kerr
<TABLE>
<CAPTION>
NAME PRESENT BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
<S> <C> <C>
D.D. Dammerman General Electric Company Senior Vice President-
3135 Easton Turnpike Finance- GE
Fairfield, CT 06431
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources- GE
Fairfield, CT 06431
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel
Fairfield, CT 06431 and Secretary-GE
L.G. Trotter General Electric Company President -
41 Woodford Avenue GE Electrical
Plainville, CT 06062 Distribution and Control
Joyce Hergenhan General Electric Company Vice President- Corporate
3135 Easton Turnpike Public Relations-GE
Fairfield, CT 06431
Francis 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-GE Corporate
GE Crotonville Leadership Development
Old Albany Post Road
Ossining, NY 10562
Dolores Cross General Electric Company President - GE Fund
3135 Easton Turnpike
Fairfield, CT 06431
Michael J. Cosgrove General Electric Investment Corporation Director-General Electric
GE Investment Management, Inc. Investment Corporation
3003 Summer StreetP.O. Box 7900
Stamford, CT 06905
Jane L. Polin General Electric Company Program Manager-Corporate Contributions-
3135 Easton Turnpike GE
Fairfield, CT 06431
Eliza W. Fraser General Electric Company Associate Corporate Counsel - GE
3135 Easton Turnpike
Fairfield, CT 06431
</TABLE>
The IRS number for GE Fund is 22-2621967
