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)
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.
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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
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EXHIBIT INDEX
Exhibit No. Description
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99 Press Release dated March 12, 1998