-----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, JYg/gpjRvLThVHa7Z69Yn1Tp9CWmG5pgfVdxowBbwi9wo7rTll63+34Q2JImmTHu wk+i5ieXK5VppvbU2VILWQ== 0000912057-01-522779.txt : 20010706 0000912057-01-522779.hdr.sgml : 20010706 ACCESSION NUMBER: 0000912057-01-522779 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010705 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT HEALTH SERVICES CORP CENTRAL INDEX KEY: 0001012697 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 330702770 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46311 FILM NUMBER: 1675564 BUSINESS ADDRESS: STREET 1: 4400 MACARTHUR BLVD STREET 2: SUITE 800 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9494760733 MAIL ADDRESS: STREET 1: 4400 VON KARMAN AVE STE 800 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GE FUND CENTRAL INDEX KEY: 0001043321 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 86431 BUSINESS PHONE: 2033732211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 86431 SC 13D 1 a2053607zsc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 InSight Health Services Corp. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 45766Q 10 1 (CUSIP Number) ELIZA W. FRASER, ESQ. GE FUND 3135 EASTON TURNPIKE FAIRFIELD, CONNECTICUT 06431 (203) 373-2442 (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 / /. Check the following box if a fee is being paid with the statement / /. SCHEDULE 13D CUSIP No. 45766Q 10 1 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON GE Fund S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (I.R.S. # 22-2621967) - -------------------------------------------------------------------------------- 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) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,307,224 shares EACH (See Item 5(a)) REPORTING ------------------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,307,224 shares (See Item 5(a)) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,307,224 shares (See Item 5(a)) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.3% of Common Stock (See Item 5(a)) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 (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 3 This statement on Schedule 13D (the "13D") relating to the Common Stock, $0.001 par value per share ("Common Stock"), of InSight Health Services Corp., a Delaware corporation ("InSight"), is filed with the Securities and Exchange Commission ("SEC") on behalf of the GE Fund (the "Fund" or the "Reporting Person") to report the Reporting Person's acquisition of beneficial ownership in excess of five percent (5%) of the Common Stock of InSight. This 13D reports the transfer of 10,948 shares of InSight Convertible Preferred Stock, Series C, par value $0.001 per share (the "Series C Preferred Stock"), which shares are convertible into 1,307,224 shares of Common Stock, owned by General Electric Company, a New York corporation ("GE"), to the Reporting Person effective on June 25, 2001. Such transfer occurred pursuant to a donation letter, dated as of June 25, 2001, which is attached hereto as Exhibit 1. This 13D 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 1 - SECURITY AND ISSUER This 13D relates to the Common Stock of InSight, a Delaware corporation, having its principal executive offices at 4400 MacArthur Blvd., Suite 800, Newport Beach, California 92660. ITEM 2 - IDENTITY AND BACKGROUND This statement is filed by the Fund, a New York corporation with principal executive offices located at 3135 Easton Turnpike, Fairfield, Connecticut. The Fund is a corporation under the not-for-profit corporation law of the State of New York. The Fund principally invests its funds for charitable, scientific, literary and/or educational purposes. For information with respect to the identity and background of each director and executive officer of the Fund, see Schedule I attached hereto. During the last five years, neither the Fund 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 the Fund 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. All persons identified on Schedule I are United States citizens. ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Effective June 25, 2001, GE transferred 10,948 shares of the Series C Preferred Stock owned by it to the Fund in order to make a charitable donation. On June 29, 2001, the Fund, as a stockholder of InSight, entered into the Voting Agreement, which is discussed further in Item 6 below. 4 ITEM 4 - PURPOSE OF TRANSACTION (a) The Fund holds the Series C Preferred Stock for investment purposes in the ordinary course of business, and not with the purpose of changing control of InSight. (b) On June 29, 2001, the Fund entered into a Voting Agreement. See Items 3 and 6 for a description of the Voting Agreement. The Fund 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, the Fund 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) The Fund is the beneficial owner of 10,948 shares of the Series C Preferred Stock, representing approximately 39.2% of the outstanding Series C Preferred Stock. The 10,948 shares of Series C Preferred Stock are convertible, at the current conversion price of $8.375 per share, into 1,307,224 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 (1,307,224) of shares of Common Stock. Such 1,307,224 shares of Common Stock would represent approximately 30.3% 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) The Fund has shared voting and investment power with respect to the securities that are the subject of this 13D, which power is shared pursuant to the Voting Agreement discussed in Item 6 below. (c) Effective June 25, 2001, GE transferred by donation 10,948 shares of Series C Preferred Stock of InSight to the Fund. (d) Not Applicable. (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. 5 Simultaneously with the execution of the Merger Agreement, the Fund 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, the Fund agreed (i) to elect to convert all of the Series C Preferred Stock that it owns into 130,722.4 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 vote in favor of the Merger and the adoption of the Merger Agreement, and (iii) to convert all of the aforementioned 130,722.4 shares of Series D Preferred Stock into shares of Common Stock immediately prior to the effective time of the Merger. The Fund 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, the Fund 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 the Fund from performing any of its obligations. Moreover, the Fund 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. 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. GE FUND By: /s/ Eliza Fraser, Esq. --------------------------------------- Name: Eliza Fraser, Esq. Title: Counsel Dated: July 5, 2001 6 SCHEDULE I GE FUND DIRECTORS OFFICERS - --------- -------- William J. Conaty - Chairman Joyce Hergenhan - President Pamela Daley Michael J. Cosgrove - Treasurer Benjamin W. Heineman, Jr. Christopher King - Comptroller Joyce Hergenhan Eliza W. Fraser - Counsel Henry A. Hubschman Gisele Hill - Secretary Steven Kerr Keith S. Sherin Lloyd G. Trotter
NAME PRESENT BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION ---- ------------------------ ---------------------------- W. J. Conaty General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources - GE Fairfield, CT 06431 M. J. Cosgrove GE Asset Management Director - GE Asset 3003 Summer Street Management P.O. Box 7900 Stamford, CT 06905 P. Daley General Electric Company Vice President and Senior 3135 Easton Turnpike Counsel - Transactions - GE Fairfield, CT 06431 E. W. Fraser General Electric Company Associate Corporate Counsel 3135 Easton Turnpike - GE Fairfield, CT 06431 B. W. Heineman, Jr. General Electric Company Senior Vice President, General 3135 Easton Turnpike Counsel and Secretary - GE Fairfield, CT 06431 J. Hergenhan General Electric Company Vice President - GE and 3135 Easton Turnpike President - GE Fund Fairfield, CT 06431 G. Hill General Electric Company Secretary - GE Fund 3135 Easton Turnpike Fairfield, CT 06431 H. A. Hubschman GE Capital Aviation Services President - GE Capital 201 High Ridge Road Aviation Services Stamford, CT 06927 S. Kerr General Electric Company Vice President - GE GE Crotonville Corporate Leadership Old Albany Post Road Development Ossining, NY 10562 C. King General Electric Company Program Manager - Corporate 3135 Easton Turnpike Contributions - GE Fund Fairfield, CT 06431 K. S. Sherin General Electric Company Senior Vice President - 3135 Easton Turnpike Finance - GE Fairfield, CT 06431 L. G. Trotter General Electric Company President - GE Industrial 41 Woodford Avenue Systems Plainville, CT 06062
The IRS number for GE Fund is 22-2621967 9 EX-1 2 a2053607zex-1.txt EXHIBIT 1 EXHIBIT 1 June 25, 2001 GE Fund c/o General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 RE: Donation of Series C 4% Senior Convertible Preferred Stock of Insight Health Services Corp. Dear Sirs: The undersigned, General Electric Company, a New York corporation (the "Company"), is presently the owner of 27,953 shares of Series C Senior Convertible Preferred Stock of Insight Health Services Corp., a Delaware corporation ("Insight"), represented by the stock certificates enclosed herewith (the "Preferred Shares"). 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") 10,948 of the Preferred Shares, as a charitable contribution. The certificates representing the Preferred Shares are enclosed herewith, together with executed stock powers. By copy of this letter, the Company hereby instructs Insight to immediately reregister 10,948 of the Preferred Shares in the name of the Fund and to issue a new stock certificate to the Company for the remaining 17,005 Preferred Shares retained by the Company. It is understood and agreed that 10,948 of the Preferred 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/ Joyce Hergenhan ------------------- EX-2 3 a2053607zex-2.txt EXHIBIT 2 EXHIBIT 2 VOTING AGREEMENT VOTING AGREEMENT (this "AGREEMENT") dated as of June 29, 2001, among INSIGHT HEALTH SERVICES HOLDINGS CORP., a Delaware corporation ("PARENT"), JWCH MERGER CORP., a Delaware corporation and wholly-owned subsidiary of Parent ("ACQUISITION") and GE FUND, a New York corporation (the "STOCKHOLDER"). WHEREAS, Parent, Acquisition and InSight Health Services Corp., a Delaware corporation (the "COMPANY"), have entered into an Agreement and Plan of Merger, dated as of the date hereof (the "MERGER AGREEMENT" capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement), whereby Acquisition will merge with and into the Company and the Company shall become the wholly-owned subsidiary of Parent (the "MERGER"), upon the terms and subject to the conditions set forth in the Merger Agreement; WHEREAS, the Stockholder beneficially owns 10,948 shares of convertible preferred stock, Series C of the Company, par value $0.001 per share (the "SERIES C PREFERRED STOCK"), convertible in the aggregate into 130,722.4 shares of convertible preferred stock, Series D of the Company, par value $0.001 per share (the "SERIES D PREFERRED STOCK") WHEREAS, pursuant to this Agreement the Stockholder agrees to (i) elect to convert all of the Series C Preferred Stock that it owns into 130,722.4 shares of Series D Preferred Stock pursuant to the terms thereof prior to the record date for the Approval Events (as defined below), (ii) vote in favor of the Merger and the adoption by the Company of the Merger Agreement, and (iii) convert all of the aforementioned 130,722.4 shares of Series D Preferred Stock into shares of Company Common Stock prior to the Closing; and WHEREAS, as a condition to and in consideration of the willingness of Parent and Acquisition to enter into the Merger Agreement, the Stockholder has agreed to enter into this Agreement. NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. The Stockholder hereby represents and warrants to Parent and Acquisition as follows: (a) AUTHORITY: NO CONFLICTS. The Stockholder is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by and on behalf of the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency, and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies). No filing with, and no permit, authorization, consent or approval of, any Governmental Entity or any other person is necessary for the execution and delivery of this Agreement by and on behalf of the Stockholder and the consummation by the Stockholder of the transactions contemplated hereby. None of the execution and delivery of this Agreement by and on behalf of the Stockholder, the consummation of the transactions contemplated hereby and compliance with the terms hereof by the Stockholder will conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the Stockholder's certificate of incorporation or bylaws or organizational documents, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to the Stockholder's property or assets. (b) THE SUBJECT SHARES. The Stockholder is the beneficial owner of the Series C Preferred Stock (the "SUBJECT SHARES" provided that the Subject Shares shall also include any and all securities issuable in respect of the Series C Preferred Stock or Series D Preferred Stock upon conversion thereof, as applicable) and has, and throughout the term of this Agreement will have, good and marketable title to the Subject Shares free and clear of all Liens. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, other than the Subject Shares. The Stockholder has the sole right and power to vote and dispose of the Subject Shares, and none of the Subject Shares is subject to any irrevocable proxy, power of attorney, voting trust or other agreement, arrangement or restriction with respect to the voting or transfer (other than the provisions of the Securities Act or state securities laws) of any of the Subject Shares, except as contemplated by this Agreement. 2. REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. Parent and Acquisition hereby represent and warrant to the Stockholder that each is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by and on behalf of each of Parent and Acquisition and constitutes a legal, valid and binding obligation of each of Parent and Acquisition enforceable in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency, and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies). Except for the filings required under the HSR Act and the Exchange Act, exemptive filings under federal and state securities laws in connection with equity investments in Parent and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity or any other Person is necessary for the execution of this Agreement by and on behalf of each of Parent and Acquisition and the consummation by Parent and Acquisition of the transactions contemplated hereby, and (ii) none of the execution and delivery of this Agreement by Parent and Acquisition, the consummation of the transactions contemplated hereby nor the compliance with the terms hereof by Parent and Acquisition will conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, their respective certificate of incorporation or bylaws, any trust agreement, loan or credit agreement, note, bond, mortgage, 2 indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Parent or Acquisition, as the case may be, or to Parent's or Acquisition's, property or assets, as the case may be. 3. COVENANTS OF THE STOCKHOLDER. Until the termination of this Agreement in accordance with Section 8 hereof, the Stockholder agrees as follows: (a) VOTING OF SUBJECT SHARES. At any meeting of stockholders of the Company called to vote upon the approval of the Merger, the Merger Agreement and the transactions contemplated therein or at any adjournment thereof or in any other circumstances upon which a vote or other approval with respect to the Merger, the Merger Agreement and the transactions contemplated therein is sought (the "APPROVAL EVENTS"), the Stockholder shall vote all of the Subject Shares at the time of such meeting or adjournment in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) IRREVOCABLE PROXY. The Stockholder hereby grants to and appoints Parent (and each officer of Parent designated by Parent) its proxy and attorney-in-fact (with full power of substitution) to vote all of the Subject Shares as indicated in Section 3(a) above. The Stockholder agrees that this proxy shall be irrevocable during the term of this Agreement and is coupled with an interest sufficient at law to support an irrevocable power and given to Parent as an inducement to enter into the Merger Agreement; provided that Parent may at any time name any other Person as its substituted Proxy to act pursuant hereto, either as to a specific matter or as to all matters covered herein. Stockholder agrees to take such further action or execute such other instruments as may be reasonably requested by Parent or Acquisition to effectuate the intent of this paragraph (b). The Stockholder hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. (c) TRANSFER RESTRICTIONS. The Stockholder agrees not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of or hypothecate (including by gift or by contribution or distribution to any trust or similar instrument or to any beneficiaries of the Stockholder (collectively, "Transfer")), or enter into any contract, option or other arrangement or understanding (including any profit sharing arrangement) with respect to the Transfer of, any of the Subject Shares other than pursuant to the terms of this Agreement and the Merger Agreement, (ii) enter into any voting arrangement or understanding other than this Agreement with respect to the Subject Shares, whether by proxy, voting agreement or otherwise, or (iii) take any action that could make any of its representations or warranties contained herein untrue or incorrect or could have the effect of preventing or disabling the Stockholder from performing any of its obligations hereunder. The Stockholder further agrees to take in a timely manner any and all actions (including, without limitation, delivering the certificates evidencing the Subject Shares to the Company) reasonably necessary for the Company to affix a legend on the certificates evidencing the Subject Shares stating that the Subject Shares are subject to this Agreement. 3 (d) APPRAISAL RIGHTS. The Stockholder hereby irrevocably waives any and all rights which it may have as to appraisal, dissent or any similar or related matter with respect to the Merger under Section 262 of the General Corporation Law of the State of Delaware or otherwise. (e) NO SOLICITATION. The Stockholder shall not, and shall use its reasonable best efforts to cause its directors, officers, employees, attorneys, accountants or financial advisors or other representatives ("REPRESENTATIVES") retained by it not to, directly or indirectly through another Person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (ii) participate in any discussions or negotiations regarding any Takeover Proposal; provided that the foregoing shall not limit or prohibit any Representative of the Stockholder who is a director of the Company from exercising his or her fiduciary duty solely as a director of the Company in a manner consistent with the terms and conditions set forth in the Merger Agreement. 4. CONVERSION OF SUBJECT SHARES. In connection with the Merger and the Merger Agreement, the Stockholder hereby agrees to deliver a Type B Conversion Notice (as defined in the Certificate of Designation with respect to the Series C Preferred Stock) electing to (subject to the delivery of a Type B Conversion Notice with respect to the Series B Preferred Stock) convert all of the Series C Preferred Stock that it owns into 130,722.4 shares of the Series D Preferred Stock pursuant to the terms thereof prior to the record date established by the Company in connection with the Approval Event which would permit such Stockholder to vote all of such shares held by such Stockholder after such conversion, irrespective of any voting limitations, in favor of the Merger, the Merger Agreement and the transactions contemplated therein. 5. CONVERSION OF SERIES D PREFERRED STOCK. Immediately prior to the Effective Time, the Stockholder hereby agrees to convert all of the shares of Series D Preferred Stock then owned by it into shares of Company Common Stock. 6. ADDITIONAL SHARES. Without limiting the provisions of the Merger Agreement, in the event (i) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Company on, of or affecting the Subject Shares or (ii) the Stockholder becomes the record or beneficial owner of any additional shares of the capital stock of the Company or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 3(a), then the terms of this Agreement shall apply to the shares of capital stock or other securities of the Company held by the Stockholder immediately following the effectiveness of the events described in clause (i) or the Stockholder becoming the record or beneficial owner thereof, as described in clause (ii), as though they were Subject Shares hereunder. The Stockholder hereby agrees to promptly notify Parent of the number of any additional shares of capital stock or other voting securities of the Company acquired, of record or beneficially, by the Stockholder, if any, after the date hereof and prior to the termination of this Agreement pursuant to Section 8 hereof. 7. OFFICERS AND DIRECTORS. Notwithstanding anything contained to the contrary in this Agreement, in the event a Representative is a director or officer of the Company, nothing in this Agreement is intended or shall be construed to, require such Representative, solely in his or her capacity as a director or officer of the Company, to act or fail to act in any manner 4 inconsistent with (i) his or her fiduciary duties in such capacity and (ii) the Merger Agreement. Furthermore, no Representative who is or becomes (during the term hereof) a director or officer of the Company makes any agreement or understanding herein solely in his or her capacity as a director or officer, and nothing herein will limit or affect, or give rise to any liability of any Representative solely in such Person's capacity as a director or officer of the Company. 8. TERMINATION. Except as set forth in the next sentence, this Agreement shall terminate, and no party shall have any rights or obligations hereunder and this Agreement shall become null and void and have no further effect immediately following the earliest to occur of (x) the Effective Time or (y) the termination of the Merger Agreement. Nothing in this Section 8 shall relieve any party of liability for breach of this Agreement. 9. CONTENTS OF AGREEMENT: PARTIES IN INTEREST, ETC. This Agreement and the agreements referred to or contemplated herein set forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and thereby, and, except as set forth in this Agreement and such other agreements, there are no representations or warranties, express or implied, made by any party to this Agreement with respect to the subject matter of this Agreement. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement and the agreements referred to or contemplated herein. 10. ASSIGNMENT AND BINDING EFFECT. Neither this Agreement nor the rights and obligations hereunder may be assigned by any of the parties hereto without the prior written consent of the other parties hereto; provided, that Parent and/or Acquisition may assign its rights and obligations under this Agreement to any directly or indirectly wholly-owned Subsidiary of Parent, upon written notice to the Stockholder if the assignee shall assume the obligations of Parent and/or Acquisition hereunder. Subject to the foregoing, all the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. 11. NOTICES. Any notice, request, demand, waiver, consent, approval, or other communication which is required or permitted to be given to any party hereunder shall be in writing and shall be deemed given only if delivered to the party personally or sent to the party by facsimile transmission (promptly followed by a hard copy delivered in accordance with this Section 11 or by registered or certified mail (return receipt requested), with postage and registration or certification fees thereon prepaid, addressed to the party at its address set forth below: If to Parent or Acquisition: c/o J.W. Childs Associates, L.P. One Federal Street, 21st Floor Boston, MA 02110 Attention: Edward D. Yun Facsimile No.: (617) 753-1101 5 and c/o The Halifax Group, L.L.C. 1133 Connecticut Avenue, N.W. Suite 700 Washington, D.C. 20036 Attention: David W. Dupree Facsimile No.: (202) 296-7133 with a copy to: Kaye Scholer LLP 425 Park Avenue New York, New York 10022 Attention: Stephen C. Koval, Esq. Facsimile No.: (212) 836-8689 If to the Stockholder: GE Fund c/o General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Attn: Jerome C. Marcus Facsimile: 203-357-6527 with a copy to: GE Fund c/o General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Attn: Eliza W. Fraser Facsimile: 203-373-3079 and Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, CA 90071 Attn: Linda Curtis, Esq. Facsimile: 213-229-6582 or to such other address or Person as any party may have specified in a notice duly given to the other party as provided herein. Such notice, request, demand, waiver, consent, approval or other communication will be deemed to have been given as of the date so delivered, telegraphed or mailed. 6 12. AMENDMENT. This Agreement may not be amended except by an instrument in writing signed by all of the parties hereto. 13. EXTENSIONS: WAIVER. Any party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance by the other party with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. 14. GOVERNING LAW. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. 15. NO BENEFIT TO OTHERS. The representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the parties hereto, and their respective successors and assigns, and they shall not be construed as conferring, and are not intended to confer, any rights on any other Person. 16. SEVERABILITY. If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of the Agreement shall remain in full force and effect. Upon such determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the parties to the fullest extent permitted by applicable law. 17. SECTION HEADINGS. All section headings are for convenience only and shall in no way modify or restrict any of the terms or provisions hereof. 18. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and the Stockholder, Acquisition and Parent may become a party hereto by executing a counterpart hereof. This Agreement and any counterpart so executed shall be deemed to be one and the same instrument. [SIGNATURE PAGE FOLLOWS] 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above. INSIGHT HEALTH SERVICES HOLDINGS CORP. By: /s/ EDWARD D. YUN -------------------------------- Name: Edward D. Yun Title: President JWCH MERGER CORP. By: /s/ EDWARD D. YUN -------------------------------- Name: Edward D. Yun Title: President GE FUND By: /s/ JEROME C. MARCUS -------------------------------- Name: Jerome C. Marcus Title: Attorney in Fact 8 -----END PRIVACY-ENHANCED MESSAGE-----