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) January 13, 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 Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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)
ITEM 5. OTHER EVENTS.
On January 13, 1998, a wholly owned subsidiary of Alliance Imaging,
Inc. (the "Company") entered in an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which the Company will acquire (the
"Acquisition") all of the outstanding common stock of Mobile Technology
Inc. ("MTI"). The transaction is valued at approximately $100 million
(including the assumption of indebtedness). The Company intends to
finance the cash portion of the transaction with bank financing. The
transaction is subject to customary conditions and necessary regulatory
approvals, and is expected to close by the end of February 1998. A copy
of the Merger Agreement is attached hereto as EXHIBIT 2 and is
incorporated herein by reference.
In connection with the Merger Agreement, a wholly owned subsidiary of
the Company also entered into a Stockholders Agreement pursuant to
which holders of more than 50% of the Company's outstanding securities
agreed and granted a proxy to vote their shares of common stock in
favor of the Acquisition. A copy of the Stockholders Agreement is
attached hereto as EXHIBIT 4 and is incorporated herein by reference.
The Company's management believes that synergies between MTI 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 have no adverse effect on the Company's credit
ratios.
This event is the subject of a press release issued by the Company on
January 13, 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, MTI OR ANY OTHER
BUSINESSES TO BE
ACQUIRE ARE GREATER THAN EXPECTED, (3) THE ABILITY TO RENEW OR EXTEND
EXISTING CONTRACTS AND (4) GENERAL ECONOMIC CONDITIONS ARE LESS
FAVORABLE THAN EXPECTED.
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 January 14, 1998 By: /s/ Richard N. Zehner
_____________________________
Name: Richard N. Zehner
Title: President
EXHIBIT INDEX
Exhibit No. Description
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2 Agreement and Plan of Merger dated as of January 13, 1998,
between MTI Acquisition Corp. and Mobile Technology Inc.
4 Stockholders' Agreement dated as of January 13, 1998 among MTI
Acquisition Corp. and certain shareholders of Mobile
Technology Inc.
99 Press Release dated January 13, 1998