UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
InSight Health Services Corp.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
45766Q 10 1
(CUSIP Number)
ROBERT E. HEALING, ESQ.
GENERAL ELECTRIC COMPANY
3135 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:
Linda L. Curtis, Esq.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7000
JUNE 25, 2001
(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 / /.
SCHEDULE 13D
CUSIP No. 45766Q 10 1 Page 2 of ___ Pages
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1 NAME OF REPORTING PERSON General Electric Company
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (I.R.S. # 14-0689340)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION New York
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NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED ----------------------------------------------------------------------------
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 2,300,448 shares
(See Item 5(a))
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9 SOLE DISPOSITIVE POWER 0
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10 SHARED DISPOSITIVE POWER
2,300,448 shares
(See Item 5(a))
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,300,448 shares
(See Item 5(a))
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.3% of Common Stock
(See Item 5(a))
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14 TYPE OF REPORTING PERSON* CO
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2
*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 No. 2 amends a statement on Schedule 13D relating to the
Common Stock, $0.001 par value per share ("Common Stock"), of InSight Health
Services Corp., a Delaware corporation ("InSight"), filed with the Securities
and Exchange Commission ("SEC") on July 12, 1997, as amended by Amendment No. 1
thereto on October 14, 1997. This Amendment No. 2 reports the transfer on June
25, 2001 of 10,948 shares of InSight Convertible Preferred Stock, Series C, par
value $0.001 per share (the "Series C Preferred Stock"), owned by General
Electric Company, a New York corporation ("GE" or the "Reporting Person"), to GE
Fund, a New York corporation (the "Fund"). Such transfer occurred pursuant to a
donation letter, dated as of June 25, 2001, which is attached hereto as Exhibit
1. This Amendment No. 2 is also filed for the purpose of describing the Voting
Agreement, dated as of June 29, 2001, between the Reporting Person, InSight
Health Services Holdings Corp., a Delaware corporation ("Parent"), and JWCH
Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent
("Acquisition"), which is attached hereto as Exhibit 2.
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 (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, a director of GE, is an
Italian citizen, Claudio X. Gonzalez, a director of GE, is a Mexican citizen,
and Andrea Jung, a director of GE, is a Canadian citizen.
3
ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In connection with a recapitalization consummated by InSight on October
14, 1997, GE acquired 27,953 shares of Series C Preferred Stock and warrants to
purchase up to 250,000 shares of Common Stock at an exercise price of $10.00 per
share (the "Initial Warrants"). InSight subsequently granted GE the following
additional warrants (the "Additional Warrants" and, collectively with the
Initial Warrants, the "Warrants"): (i) warrants to purchase up to 15,000 shares
of Common Stock at an exercise price of $10.00 per share, and (ii) warrants to
purchase up to 5,000 shares of Common Stock at an exercise price of $8.875 per
share.
ITEM 4 - PURPOSE OF TRANSACTION
Effective June 25, 2001, GE transferred 10,948 of the 27,953 shares of
Series C Preferred Stock of InSight owned by it to the Fund as a charitable
donation. GE has retained a beneficial interest in 2,300,448 shares of Common
Stock of InSight, through its ownership of 17,005 shares of Series C Preferred
Stock and the Warrants. GE has retained 17,005 shares of Series C Preferred
Stock and the Warrants (including, to the extent applicable, its rights
thereunder to acquire Common Stock of InSight) as an investment in the ordinary
course of business, and not with the purpose of changing control of InSight. The
donation letter is attached as Exhibit 1.
On June 29, 2001, GE entered into a Voting Agreement. See Item 6 for a
description of the Voting Agreement.
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 InSight 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) GE is the beneficial owner of 17,005 shares of Series C Preferred
Stock, representing approximately 60.8% of the outstanding Series C Preferred
Stock. The 17,005 shares of Series C Preferred Stock are convertible, at the
current conversion price of $8.375 per share, into 2,030,448 shares of Common
Stock, which number is subject to adjustment under various circumstances. Under
certain conditions, these shares of Series C Preferred Stock are convertible
into shares of InSight Convertible Preferred Stock, Series D, par value $0.001
per share (the "Series D Preferred Stock"), which in turn are convertible into
the same number (2,030,448) of shares of Common Stock. GE is also the beneficial
owner of 270,000 shares of Common Stock, through its ownership of the Warrants.
Such 2,300,448 shares of Common Stock would represent approximately 43.3% of the
total number of shares of Common Stock of InSight that, as a result of the
issuance of the foregoing shares, would be outstanding, based on 3,011,656
shares of Common Stock represented by InSight as outstanding as of June 29,
2001.
(b) GE has shared voting and investment power with respect to the
securities that are the subject of this Amendment No. 2, which power is shared
pursuant to the Voting Agreement discussed in Item 6 below.
4
(c) Effective June 25, 2001, GE transferred by donation 10,948 shares of
Series C Preferred Stock of InSight to the Fund.
(d) No other person is known to GE to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the securities that are the subject of this Amendment No. 2 to the Schedule 13D.
(e) Not applicable.
ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
On July 29, 2001, InSight, Parent and Acquisition entered into an
Agreement and Plan of Merger (the "Merger Agreement"), which provides, among
other things and as stated in the Merger Agreement, for the merger (the
"Merger") of Acquisition with and into InSight, with InSight continuing as the
surviving corporation, and that each outstanding share of Common Stock of
InSight, other than those shares owned by certain officers of InSight, will be
converted into the right to receive $18.00 per share in cash.
Simultaneously with the execution of the Merger Agreement, GE entered into
a Voting Agreement with Parent and Acquisition. A copy of the Voting Agreement
is attached as Exhibit 2.
Under the terms of the Voting Agreement, GE agreed (i) to elect to convert
all of the Series C Preferred Stock that it owns into 203,044.8 shares of Series
D Preferred Stock pursuant to the terms thereof and prior to the record date for
the meeting of stockholders of InSight called to vote upon the approval of the
Merger and the adoption of the Merger Agreement, (ii) to consent to the
cancellation of the Warrants for consideration in accordance with the Merger,
(iii) to vote in favor of the Merger and the adoption of the Merger Agreement,
and (iv) to convert all of the aforementioned 203,044.8 shares of Series D
Preferred Stock into shares of Common Stock immediately prior to the effective
time of the Merger.
GE has also agreed to grant an irrevocable proxy to Parent and to
appoint Parent as its attorney-in-fact to vote its Series D Preferred Stock
in favor of the Merger and the adoption of the Merger Agreement. In addition,
GE agreed not to (i) sell, transfer, pledge, encumber, assign or otherwise
dispose of the equity securities of InSight owned by it, (ii) enter into any
voting arrangement or understanding other than the Voting Agreement, or (iii)
take any action that could make any of its representations or warranties in
the Voting Agreement untrue or incorrect or could have the effect of
preventing or disabling GE from performing any of its obligations. Moreover,
GE agreed not to (i) solicit, initiate or encourage or take any other action
to facilitate, any inquiries or the making of any proposal that constitutes,
or may be reasonably expected to lead to any Takeover Proposal (as defined in
the Merger Agreement), or (ii) participate in any discussions or negotiations
regarding any Takeover Proposal (as defined in the Merger Agreement). The
Voting Agreement terminates upon the earlier of (i) the consummation of the
Merger and (ii) the termination of the Merger Agreement.
5
The foregoing summary of the Voting Agreement is not intended to be
complete and is qualified in its entirety by reference to the Voting Agreement,
which is attached hereto as Exhibit 2 and which is incorporated herein by
reference.
ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
(1) Donation Letter, dated as of June 25, 2001.
(2) Voting Agreement, dated as of June 29, 2001.
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/ ELIZA FRASER, ESQ.
-----------------------------
Name: Eliza Fraser, Esq.
Title: Associate Corporate Counsel
Dated: July 5, 2001
6
SCHEDULE 1
GENERAL ELECTRIC COMPANY
DIRECTORS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
J.I. Cash, Jr. Harvard Business School Professor of Business
Morgan Hall Administration-Graduate
Soldiers Field Road School of Business
Boston, MA 02163 Administration, Harvard
University
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman,
General Electric Capital
Services, Inc.
P. Fresco Fiat SpA Chairman of the Board,
via Nizza 250 Fiat SpA
10126 Torino, Italy
A. M. Fudge 555 South Broadway
Tarrytown, NY 10591
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board
S.A. de C.V. and Chief Executive Officer,
Jose Luis Lagrange 103, Kimberly-Clark de Mexico,
Tercero Piso S.A. de C.V.
Colonia Los Morales
Mexico, D.F. 11510, Mexico
J.R. Immelt General Electric Company President
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
A. Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Executive Officer,
New York, NY 10105 Avon Products, Inc.
K.G. Langone Invemed Associates, Inc. Chairman, President and Chief
375 Park Avenue Executive Officer,
New York, NY 10152 Invemed Associates, Inc.
GENERAL ELECTRIC COMPANY DIRECTORS (CONTINUED)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
R.B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief
309 West 49th Street Executive Officer
New York, NY 10019-7316
S.G. McNealy Sun Microsystems, Inc. Chairman, President and Chief
901 San Antonio Road Executive Officer,
Palo Alto, CA 94303-4900 Sun Microsystems, Inc.
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 & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
F.H.T. Rhodes Cornell University President Emeritus,
3104 Snee Building Cornell University
Ithaca, NY 14853
G.L. Rogers General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company
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
GENERAL ELECTRIC COMPANY DIRECTORS (CONTINUED)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
R.C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; Chairman
and Chief Executive Officer,
National Broadcasting Company, Inc.
CITIZENSHIP
-----------
P. Fresco Italy
C.X. Gonzalez Mexico
Andrea Jung Canada
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 and
3135 Easton Turnpike Chief Executive Officer
Fairfield, CT 06431
J.R. Immelt General Electric Company President
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
P.D. Ameen General Electric Company Vice President and Comptroller
3135 Easton Turnpike
Fairfield, CT 06431
J.R. Bunt General Electric Company Vice President and Treasurer
3135 Easton Turnpike
Fairfield, CT 06431
D.C. Calhoun General Electric Company Senior Vice President -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
J.P. Campbell General Electric Company Vice President -
Appliance Park GE Appliances
Louisville, KY 40225
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman,
General Electric Capital
Services, Inc.
S.C. Donnelly General Electric Company Senior Vice President -
P. O. Box 8 Corporate Research
Schenectady, NY 12301 and Development
M.J. Espe General Electric Company Senior Vice President -
Nela Park GE Lighting
Cleveland, OH 44112
Y. Fujimori General Electric Company Senior Vice President -
1 Plastics Avenue GE Plastics
Pittsfield, MA 01201
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and Secretary
Fairfield, CT 06431
J.M. Hogan General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
J. Krenicki, Jr. General Electric Company Vice President -
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
R.W. Nelson General Electric Company Vice President -
3135 Easton Turnpike Corporate Financial Planning
Fairfield, CT 06431 and Analysis
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06431
J.G. Rice General Electric Company Senior Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
G.L. Rogers General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer
Fairfield, CT 06431
K.S. Sherin General Electric Company Senior Vice President - Finance
3135 Easton Turnpike and Chief Financial Officer
Fairfield, CT 06431
L.G. Trotter General Electric Company Senior Vice President -
41 Woodford Avenue GE Industrial Systems
Plainville, CT 06062
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
W.A. Woodburn General Electric Company Senior Vice President -
41 Woodford Avenue GE Specialty Chemicals
Plainville, CT 06062
R.C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; Chairman
and Chief Executive Officer,
National Broadcasting Company, Inc.
CITIZENSHIP OF ALL EXECUTIVE OFFICERS
-------------------------------------
U.S.A.