SC 13D/A 1 a2053604zsc13da.txt SC 13D/A 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 ---------- --------------------------------------------------------------------------------------- 1 NAME 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) / / ---------- --------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York ---------- --------------------------------------------------------------------------------------- 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)) ---------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,300,448 shares (See Item 5(a)) ---------- --------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,300,448 shares (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) 43.3% of Common Stock (See Item 5(a)) ---------- --------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ---------- ---------------------------------------------------------------------------------------
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.