-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HCypH7FtM03VDIFKC5wv2p6GiH8h08Y3lFGQRWrGCLXLxa/sqqL8RtNwHZgPLjHW hBkAY+vgPrz9dKcvTapThg== 0000950109-97-005123.txt : 19970801 0000950109-97-005123.hdr.sgml : 19970801 ACCESSION NUMBER: 0000950109-97-005123 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970731 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE IMAGING INC /DE/ CENTRAL INDEX KEY: 0000817135 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 330239910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39485 FILM NUMBER: 97648748 BUSINESS ADDRESS: STREET 1: 3111 N TUSTON AVE STREET 2: SUITE 150 CITY: ORANGE STATE: CA ZIP: 92665 BUSINESS PHONE: 7149215656 MAIL ADDRESS: STREET 2: 3111 NORTH TUSTON AVE SUITE 150 CITY: ORANGE STATE: CA ZIP: 926651752 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: C/O BANK OF NEW YORK CITY: FAIRFIELD STATE: CT ZIP: 06431 BUSINESS PHONE: 2033732816 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06431 SC 13D/A 1 SCHEDULE 13D AMENDMENT #2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Alliance Imaging, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 018606-10-3 (CUSIP Number) Robert E. Healing, Esq. General Electric Company 3134 Easton Turnpike Fairfield, Connecticut 06431 (203) 373-2243 (Name, address, including zip code, and telephone number, including area code of agent for service) Copies to: Ronald S. Beard, Esq. Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071-3197 (213) 229-7000 July 22, 1997 (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 / /. Check the following box if a fee is being paid with the statement / /. SCHEDULE 13D CUSIP No. 018606-10-3 Page 2 of ___ Pages 1 NAMES OF REPORTING PERSON General Electric Company S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (I.R.S. # 14-0689340) 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) [X] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 50,000 BENEFICIALLY (see Item 5(a)) OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON 50,000 WITH (see Item 5(a)) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 (see Item 5(a) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .5% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED 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 January 10, 1997, as amended by Amendment No. 1 thereto on April 17, 1997. This amendment reports the transfer on July 22, 1997 of 18,000 shares of Series D 4% Cumulative Redeemable Convertible Preferred Stock (the "Series D Preferred Stock") owned by General Electric Company, a New York corporation ("GE") to GE Fund, a New York corporation (the "Fund"). Item 2 - IDENTITY AND BACKGROUND - -------------------------------- This statement is filed by GE. GE's principal executive offices are located at 3135 Easton Turnpike, Fairfield, Connecticut. GE engages in providing a wide variety of industrial, commercial and consumer products and services. For information with respect to the identity and background of each director and executive officer of GE, see Schedule I attached hereto. During the last five years, neither GE nor, to its best knowledge, any person identified on Schedule I has, except as set forth on Schedule II hereto (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 of competent jurisdiction as a result of which GE 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. To the best knowledge of GE, all persons identified on Schedule I are United States citizens, except that Paolo Fresco, Vice Chairman of the Board and an executive officer of GE, is an Italian citizen and Claudio X. Gonzalez, a director of GE, is a Mexican citizen. Item 4 - PURPOSE OF TRANSACTION - ------------------------------- On July 22, 1997, GE transferred all 18,000 shares of Series D Preferred Stock of Alliance owned by it to the Fund as a charitable donation. GE has retained a beneficial interest in 50,000 shares of Common Stock of Alliance, through its ownership of a warrant issued to it on November 6, 1996 (the "Warrant") to purchase an aggregate of 50,000 shares of Common Stock. In addition, GE owns a senior note (the "Senior Note") convertible on and after January 1, 1998 into shares of Alliance's Series E 4% Cumulative Redeemable Convertible Preferred Stock (the "Series E Preferred Stock"). The Warrant is exercisable for Common Stock at any time up until November 6, 1999. GE has retained the Senior Note and the Warrant (including, to the extent applicable, its rights thereunder to acquire Common Stock of Alliance) as an investment in the ordinary course of business, and not with the purpose of changing control of Alliance. The donation letter is attached as Exhibit 1. GE 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, GE has no current plans which relate to or would result in any of the events described in Items (a) through (j) of the instructions to this Item 4 of Schedule 13D. Item 5 - INTEREST IN SECURITIES OF THE ISSUER - --------------------------------------------- (a) Under the Warrant, GE has the right to acquire 50,000 shares of Common Stock. Such 50,000 shares of Common Stock would represent approximately .5% of the total number of shares of Common Stock of Alliance outstanding, based on 10,943,138 shares of Common Stock represented by Alliance as outstanding as of July 24, 1997, which number is subject to adjustment under various circumstances. (b) GE has sole voting and investment power with respect to the securities that have been retained by it that are the subject of this Schedule 13D. (c) On July 22, 1997, GE transferred by donation 18,000 shares of Series D Preferred Stock of Alliance to the GE Fund. (e) GE ceased to be the beneficial owner of more than five percent of the Common Stock on July 22, 1997. Item 7 - MATERIAL TO BE FILED AS EXHIBITS. - ------------------------------------------- (1) Donation Letter dated July 22, 1997 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. GENERAL ELECTRIC COMPANY By: /s/ Robert Healing Name: Robert E. Healing, Esq. Title: Corporate Counsel Dated: July 31, 1997 SCHEDULE I GENERAL ELECTRIC COMPANY DIRECTORS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- D.W. Calloway PepsiCo, Inc. Retired Chairman of the Board 700 Anderson Hill Road and Director, PepsiCo, Inc. Purchase, NY 10577 S.S. Cathcart 222 Wisconsin Avenue Retired Chairman, Suite 103 Illinois Tool Works Lake Forest, IL 60045 D.D. Dammerman General Electric Company Senior Vice President- 3135 Easton Turnpike Finance, General Fairfield, CT 06431 Electric Company P. Fresco General Electric Company Vice Chairman of the (U.S.A.) Board and Executive 3 Shortlands, Hammersmith Officer, General London, W6 8BX, England Electric Company C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board S.A. de C.V. and Chief Executive Jose Luis Lagrange 103, Officer Tercero Piso Kimberly-Clark de Mexico, Colonia Los Morales S.A. de C.V. Mexico, D.F. 11510, Mexico G.G. Michelson Federated Department Stores Former Member of the 151 West 34th Street Board of Directors - New York, NY 10001 Federated Department Stores S. Nunn King and Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303 J.D. Opie General Electric Company Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer GENERAL ELECTRIC COMPANY DIRECTORS (CONTINUED) PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- R.S. Penske Penske Corporation Chairman of the Board 13400 Outer Drive, West and President, Detroit, MI 48239-4001 Penske Corporation B.S. Prieskel Suite 3125 Former Senior Vice 60 East 42nd Street President, Motion New York, NY 10165 Picture Associations of America F.H.T. Rhodes Cornell University President Emeritus 3104 Snee Building Cornell University Ithaca, NY 14853 A.C. Sigler Champion International Retired Chairman of the Corporation Board and CEO 1 Champion Plaza and former Director, Stamford, CT 06921 Champion International Corporation D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board, & Morgan Guaranty Trust Co. President, and Chief 60 Wall Street Executive Officer, New York, NY 10260 J.P. Morgan & Co. Incorporated and Morgan Guaranty Trust Company J.F. Welch, Jr. General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06431 Officer, General Electric Company Citizenship ----------- C. X. Gonzalez Mexico P. Fresco Italy All Others U.S.A. GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- J.F. Welch, Jr. General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06431 Officer P. Fresco General Electric Company Vice Chairman of the (U.S.A.) Board and Executive 3 Shortlands, Hammersmith Officer London, W6 8BX, England P.D. Ameen General Electric Company Vice President and 3135 Easton Turnpike Comptroller Fairfield, CT 06431 J.R. Bunt General Electric Company Vice President and 3135 Easton Turnpike Treasurer Fairfield, CT 06431 D.L. Calhoun General Electric Company Vice President - 2901 East Lake Road GE Transportation Erie, PA 16531 Systems W.J. Conaty General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources Fairfield, CT 06431 D. M. Cote General Electric Company Vice President - 3135 Easton Turnpike GE Appliances Fairfield, CT 06431 D.D. Dammerman General Electric Company Senior Vice President - 3135 Easton Turnpike Finance Fairfield, CT 06431 L.S. Edelheit General Electric Company Senior Vice President - P. O. Box 8 Corporate Research Schenectady, NY 12301 and Development B.W. Heineman, Jr. General Electric Company Senior Vice President - 3135 Easton Turnpike General Counsel Fairfield, CT 06431 and Secretary J. R. Immelt General Electric Company Senior Vice President - P.O. Box 414 GE Medical Systems Milwaukee, WI 53201 W.J. Lansing General Electric Company Vice President- 3135 Easton Turnpike Corporate Business Fairfield, CT 06431 Development W.J. McNerney, Jr. General Electric Company Senior Vice President - Nela Park GE Lighting Cleveland, OH 44122 GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued) PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- E.F. Murphy General Electric Company Senior Vice President - 1 Newmann Way GE Aircraft Engines Cincinnati, OH 05215 R.L. Nardelli General Electric Company Senior Vice President - 1 River Road GE Power Systems Schenectady, NY 12345 R.W. Nelson General Electric Company Vice President - 3135 Easton Turnpike Corporate Financial Fairfield, CT 06431 Planning and Analysis J.D. Opie General Electric Company Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer G.M. Reiner General Electric Company Senior Vice President - 3135 Easton Turnpike Chief Information Fairfield, CT 06431 Officer G.L. Rogers General Electric Company Senior Vice President - 1 Plastics Avenue GE Plastics Pittsfield, MA 01201 J.W. Rogers General Electric Company Vice President - 1635 Broadway GE Motors Fort Wayne, IN 46801 L.G. Trotter General Electric Company Vice President - 41 Woodford Avenue GE Electrical Plainville, CT 06062 Distribution and Control Citizenship ----------- P. Fresco Italy All Others U.S.A. RECENT GE CONVICTIONS --------------------- 1. United States ex rel. Taxpayers Against Fraud and Chester L. Walsh v. --------------------------------------------------------------------- General Electric Company ------------------------ On November 15, 1990, an action under the federal False Claims Act, 31 U.S.C. (S)(S) 3729-32, was filed under seal against General Electric Company ("GE") in the United States District Court for the Southern District of Ohio. The qui tam action, brought by an organization called Taxpayers Against Fraud and an employee of GE's Aircraft Engines division ("GEAE"), alleged that GEAE, in connection with its sales of F110 aircraft engines and support equipment to Israel, made false statements to the Israeli Ministry of Defense (MoD), causing MoD to submit false claims to the United States Department of Defense under the Foreign Military Sales Program. Senior GE management became aware of possible misconduct in GEAE's Israeli F110 program in December 1990. Before learning of the sealed qui tam suit, GE immediately made a voluntary disclosure to the Departments of Defense and Justice, promised full cooperation and restitution, and began an internal investigation. In August 1991, the federal court action was unsealed, and the Department of Justice intervened and took over responsibility for the case. On July 22, 1992, after GE had completed its investigation and made a complete factual disclosure to the U.S. government as part of settlement discussions, the United States and GE executed a settlement agreement and filed a stipulation dismissing the civil action. Without admitting or denying the allegations in the complaint, GE agreed to pay $59.5 million in full settlement of the civil fraud claims. Also on July 22, 1992, in connection with the same matter, the United States filed a four count information charging GE with violations of 18 U.S.C. (S) 287 (submitting false claims against the United States), 18 U.S.C. (S)1957 (engaging in monetary transactions in criminally derived property), and 15 U.S.C. (S)(S) 78m(b)(2)(A) and 78ff(a) (inaccurate books and records), and 18 U.S.C. (S) 371 (conspiracy to defraud the United States and to commit offenses against the United States). The same day, GE and the United States entered a plea agreement in which GE agreed to waive indictment, plead guilty to the information, and pay a fine of $9.5 million. GE was that day sentenced by the federal court in accordance with the plea agreement. 2. Her Majesty's Inspectorate of Pollution v. IGE Medical Systems Limited ---------------------------------------------------------------------- (St. Albans Magistrates Court, St. Albans, Hertsfordshire, England, Case No. 04/00320181) In April, 1994, GEMS' U.K. subsidiary, IGE Medical Systems Limited (IGEMS) discovered the loss of a radioactive barium source at the Radlett, England facility. The lost source, used to calibrate nuclear camera detectors, emits a very low level of radiation. IGEMS immediately reported the loss as required by the U.K. Radioactive Substances Act. An ensuing investigation, conducted in cooperation with government authorities, failed to locate the source. On July 21, 1994, Her Majesty's Inspectorate of Pollution (HMIP) charged IGEMS with violating the Radioactive Substances Act by failing to comply with a condition of registration. The Act provides that a registrant like IGEMS, which "does not comply with a limitation or condition subject to which (it) is so registered ... shall be guilty of (a criminal) offense." Condition 7 of IGEMS' registration states that it "shall so far as is reasonably practicable prevent ... loss of any registered source." At the beginning of trial on February 24, 1995, IGEMS entered a guilty plea and agreed to pay of fine of 5,000(Pounds) and assessed costs of 5,754(Pounds). The prosecutors presentation focused primarily on the 1991 change in internal ITEMS procedures and, in particular, the source logging procedure. The prosecutor complimented ITEMS' investigation and efforts to locate the source and advised the court that ITEMS had no previous violations of the Radioactive Substances Act. He also told the court that the Radlett plant had been highlighted as an exemplary facility to HIMP inspectors as part of their training. In mitigation, ITEMS emphasized the significant infrastructure and expense undertaken by ITEMS to provide security for radiation sources and the significant effort and expense incurred in attempting to locate the missing source. 3. Except for the foregoing, GE has not and, to the best of GE's knowledge, none of the directors and executive officers of GE has been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 4. GE has not and, to the best of GE's knowledge, none of the directors and executive officers of GE has been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. EX-99.A 2 CONVERTIBLE PREFERRED STOCK OF ALLIANCE IMAGING July 22, 1997 GE Fund c/o General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 RE: Donation of Series D 4% Cumulative Redeemable Convertible Preferred Stock of Alliance Imaging. Inc. ----------------------------------------------------- Dear Sirs: The undersigned, General Electric Company, a New York corporation (the "Company"), is presently the owner of 18,000 shares of Series D 4% Cumulative Redeemable Convertible Preferred Stock of Alliance Imaging, Inc. ("Alliance") represented by one stock certificate, as more fully set forth in Exhibit A hereto. Please be advised that, effective as of 5:00 p.m. today, the Company hereby donates, transfers, conveys and delivers to the GE Fund (the "Fund") all of the aforesaid Alliance Series D 4% Cumulative Redeemable Convertible Preferred Stock as a charitable contribution. The certificates representing the stock are enclosed herewith, together with executed stock powers. By copy of this letter, the Company hereby instructs Alliance to immediately reregister such shares in the name of the Fund. It is understood and agreed that the shares are being donated to the Fund for the purpose of funding only U.S. domestic charitable grants and related administrative costs and expenses. Please acknowledge your receipt and acceptance of the aforesaid donation by signing and returning to the Company the enclosed counterpart of this letter. Very truly yours, GENERAL ELECTRIC COMPANY By: /s/ Phillip D. Ameen ------------------------ Receipt and acceptance of the above described donation is hereby acknowledged as of the date first above written. GE FUND By: /s/ D. Dammerman ------------------------ -----END PRIVACY-ENHANCED MESSAGE-----