0000919574-13-001846.txt : 20130214 0000919574-13-001846.hdr.sgml : 20130214 20130214161559 ACCESSION NUMBER: 0000919574-13-001846 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alliance HealthCare Services, Inc CENTRAL INDEX KEY: 0000817135 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 330239910 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39485 FILM NUMBER: 13614045 BUSINESS ADDRESS: STREET 1: 100 BAYVIEW CIRCLE STREET 2: SUITE 400 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-242-5300 MAIL ADDRESS: STREET 1: 100 BAYVIEW CIRCLE STREET 2: SUITE 400 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE IMAGING INC /DE/ DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brigade Leveraged Capital Structures Fund Ltd. CENTRAL INDEX KEY: 0001421307 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O OGIER FIDUCIARY SERVICES (CAY) LTD. STREET 2: 89 NEXUS WAY, CAMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9007 BUSINESS PHONE: (345) 949-9876 MAIL ADDRESS: STREET 1: C/O OGIER FIDUCIARY SERVICES (CAY) LTD. STREET 2: 89 NEXUS WAY, CAMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9007 FORMER COMPANY: FORMER CONFORMED NAME: Brigade Leveraged Capital Structures Offshore Ltd. DATE OF NAME CHANGE: 20091215 FORMER COMPANY: FORMER CONFORMED NAME: BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD. DATE OF NAME CHANGE: 20071214 SC 13G/A 1 d1359014_13ga.htm d1359014_13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*



Alliance Healthcare Services, Inc.
(Name of Issuer)



Common Stock, par value $.01 per share
(Title of Class of Securities)



018606202
(CUSIP Number)



December 31, 2012
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[_]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[_]  Rule 13d-1(d)

__________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
*This Schedule 13G, Amendment No. 2, is being filed to correct the percent of class beneficially owned as reported in Amendment No. 1.
 

 
 
 

CUSIP No.
018606202
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Brigade Capital Management, LLC
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [x]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Delaware
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
861,141
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
861,141
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
861,141
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
8.1%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
     
 
OO
  


 
 
 


CUSIP No.
018606202
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Brigade Leveraged Capital Structures Fund Ltd.
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [x]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Cayman Islands
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
861,141
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
861,141
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
861,141
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
8.1%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
     
 
CO
  


 
 
 

 
 
CUSIP No.
018606202
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Donald E. Morgan, III
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [x]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
U.S.A.
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
861,141
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
861,141
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
861,141
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
8.1%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
     
 
IN
  



 
 
 



CUSIP No.
018606202
  
 
   
Item 1.
(a).
Name of Issuer:
     
   
Alliance Healthcare Services, Inc.
     
 
(b).
Address of Issuer's Principal Executive Offices:
     
   
100 Bayview Circle, Suite 400
   
Newport Beach, California 92660
     
Item 2.
(a) – (c)
Name, Principal Business Address, and Citizenship of Persons Filing:
     
   
Brigade Capital Management, LLC – Delaware
   
Brigade Leveraged Capital Structures Fund Ltd. – Cayman Islands
   
Donald E. Morgan, III – U.S.A.
     
   
Brigade Capital Management, LLC and Donald E. Morgan, III:
399 Park Avenue, 16th Floor
New York, New York 10022
   
United States of America
 
Brigade Leveraged Capital Structures Fund Ltd.:
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman KY1-9007
Cayman Islands
     
 
(d).
Title of Class of Securities:
     
   
Common Stock, par value $.01 per share
     
 
(e).
CUSIP Number:
     
   
018606202
     

Item 3.
  
If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
     

 
(a)
[_]
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).
       
 
(b)
[_]
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
       
 
(c)
[_]
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
       
 
(d)
[_]
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
 
(e)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
       
 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
       
 
(g)
[_]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
       
 
(i)
[_]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
 
(j)
[_]
Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
 
 
 
 
 
 
 
 
 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
     
   
Brigade Capital Management, LLC – 861,141
   
Brigade Leveraged Capital Structures Fund Ltd. – 861,141
   
Donald E. Morgan, III – 861,141
     
 
(b)
Percent of class:
     
   
Brigade Capital Management, LLC – 8.1%
   
Brigade Leveraged Capital Structures Fund Ltd. – 8.1%
   
Donald E. Morgan, III – 8.1%
     
 
(c)
Number of shares as to which the person has:
     
     
   
(i)
Sole power to vote or to direct the vote
  
         
     
Brigade Capital Management, LLC – 0
     
Brigade Leveraged Capital Structures Fund Ltd. – 0
     
Donald E. Morgan, III – 0
         
   
(ii)
Shared power to vote or to direct the vote
  
         
     
Brigade Capital Management, LLC – 861,141
     
Brigade Leveraged Capital Structures Fund Ltd. – 861,141
     
Donald E. Morgan, III – 861,141
         
   
(iii)
Sole power to dispose or to direct the disposition of
  
         
     
Brigade Capital Management, LLC – 0
     
Brigade Leveraged Capital Structures Fund Ltd. – 0
     
Donald E. Morgan, III – 0
         
   
(iv)
Shared power to dispose or to direct the disposition of
  
         
     
Brigade Capital Management, LLC – 861,141
     
Brigade Leveraged Capital Structures Fund Ltd. – 861,141
     
Donald E. Morgan, III – 861,141
         
 
 
 
 
 
 
 

 
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].
 
 
N/A
   
   
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.
 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
N/A
   
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
N/A
   
   
Item 8.
Identification and Classification of Members of the Group.
 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
 
 
N/A
   
   
Item 9.
Notice of Dissolution of Group.
 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
N/A
   
   


 
 
 


Item 10.
Certification.
 
 
(a)
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b).
     
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
     
 
(b)
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
     
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 


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.
 

 
February 14, 2013
 
(Date)
   
 
Brigade Capital Management, LLC
   
 
By:  /s/ Donald E. Morgan, III
 
(Signature)
   
 
Managing Member
 
(Name/Title)
 
 
Brigade Leveraged Capital Structures Fund Ltd.
 
 
/s/ Donald E. Morgan, III
 
(Signature)
   
 
Director
 
(Name/Title)
   
   
 
/s/ Donald E. Morgan, III
 
(Signature)


The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 



 
 
 


AGREEMENT

The undersigned agree that this Schedule 13G, Amendment No. 2, dated February 14, 2013 relating to the Common Stock, par value $.01 per share of Alliance Healthcare Services, Inc. shall be filed on behalf of the undersigned.
 

 
February 14, 2013
 
(Date)
 
 
Brigade Capital Management, LLC
   
 
By:  /s/ Donald E. Morgan, III
 
(Signature)
   
 
Managing Member
 
(Name/Title)
 
 
Brigade Leveraged Capital Structures Fund Ltd.
 
 
/s/ Donald E. Morgan, III
 
(Signature)
   
 
Director
 
(Name/Title)
   
   
 
/s/ Donald E. Morgan, III
 
(Signature)








 
SK 25586 0003 1359014