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Microcap & Penny Stocks : Tokyo Joe's Cafe / Societe Anonyme/No Pennies -- Ignore unavailable to you. Want to Upgrade?

To: Monsieur Bouledogue who wrote (75454)	5/18/1999 11:33:00 AM
From: SIW	Respond to of 119973

WAVC news... interesting...developing wireless voice over internet...check it.

To: Monsieur Bouledogue who wrote (75454)	5/18/1999 11:42:00 AM
From: U Up U Down	Read Replies (2) \| Respond to of 119973

IHSC Insight Health 2.8 outstanding 100k float according to yahoo currently 8 1/2 X 9 1/4 earnings .94 pe 7.05 52 week high of 14+ no price given for buyout offer good for a slow day? Monday May 17, 10:49 pm Eastern Time Company Press Release InSight Announces Proposal From Investor Group and Formation of Special Committee NEWPORT BEACH, Calif.--(BW HealthWire)--May 17, 1999--InSight Health Services Corp. (Nasdaq:IHSC - news) today announced that its board of directors has received an unsolicited oral proposal from The Carlyle Group and the Halifax Group (together, the ''investor group'') involving the acquisition by them of all of the Company's outstanding common stock owned by the public for cash in a merger of the Company with an affiliate of the investor group. The investor group currently owns approximately 33% of the Company's outstanding voting securities. The Carlyle Group also has two designees on the Company's eight-member board, one of whom is also a principal of the Halifax Group. In response to the proposal, the Company's board has appointed a special committee composed of three nonemployee directors, who are not affiliated with the investor group, to evaluate the proposal and other options in an effort to maximize stockholder value. The special committee has retained the investment banking firm of Shattuck Hammond Partners, a division of PricewaterhouseCoopers Securities LLC, to advise the committee in respect of the proposal and, if requested by the committee, to provide a fairness opinion regarding a proposed transaction. Shattuck Hammond has provided financial advisory and other investment banking services to the Company in the past and a managing director of Shattuck Hammond is a director of the Company. In addition, the special committee expects to retain another financial advisor to render a fairness opinion in respect of any proposed transaction with the investor group. The proposal is subject to, among other conditions, (1) the execution of a definitive merger agreement, (2) the receipt of a fairness opinion from a financial advisor to the special committee, (3) approval of the proposed transaction by the special committee, all of the Company's directors, and the Company's stockholders, (4) the expiration of any applicable waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976, (5) reaching certain agreements, satisfactory to the investor group, between the Company and management regarding the effect of proposed transaction on existing compensation and related rights, and (6) agreement to the proposal by the holder of the Company's Series C preferred stock which represents approximately 36% of the Company's outstanding voting securities. The special committee rejected the investor group's initial price proposals and is considering the group's increased price proposal of $10 per share, which is subject to the resolution of the management agreements described above. No agreement has been reached in respect of the proposed transaction. There can be no assurance that an agreement will be reached or, if an agreement is reached, what its terms or structure will be, or that a transaction will be consummated. The Company does not anticipate making further announcements regarding the proposed transaction until such time as an agreement has been reached regarding the definitive terms of the proposed transaction or until negotiations are terminated without an agreement having been reached. About InSight Health Services InSight, headquartered in Newport Beach, California, provides diagnostic imaging and information, treatment and related management services. It serves managed care entities, hospitals and other contractual customers in 29 U.S. states, including five major U.S. markets, California, the Southwest (including a major presence in Texas), the Midwest, the Northeast and the Southeast. Visit InSight's web site at www.insighthealth.com. Contact: InSight Health Services Corp. Tom Croal, 949/476-0733 or Lippert/Heilshorn & Associates Lillian Armstrong/Adam Aron, 415/433-3777 Keith Lippert, 212/838-3777