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) November 13, 1998
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ALLIANCE IMAGING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-16334 33-0239910
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1065 NORTH PACIFICENTER DRIVE
SUITE 200
ANAHEIM, CALIFORNIA 92806
(Address of principal executive
offices including Zip Code)
(714) 688-7100
(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 November 13, 1998, two wholly owned subsidiaries of Alliance Imaging,
Inc. (the "Company") acquired (the "Acquisition") all of the outstanding common
stock of CuraCare, Inc. and all of the partnership interests in American Shared-
CuraCare (collectively, "American-Shared CuraCare") both of which were operating
subsidiaries of American Shared Hospital Services ("ASHS"). The Acquisition,
pursuant to a Securities Purchase Agreement entered into on March 12, 1998, as
amended, consisted of the medical diagnostic imaging business of ASHS. The
purchase price included approximately $13.6 million in cash, and the assumption
of liabilities associated with ASHS's diagnostic imaging business, including
approximately $21 million of debt as of September 30, 1998.
This event is the subject of a press release issued by the Company on
November 17, 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.
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 POSSIBILITES:
(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 November 25, 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 Page
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99 Press Release dated November 17, 1998 5