-----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, J7elZNZFpZYM+ksK27mDVeLoJrxRer07a0wYVfBnu9dun8mkogaNh/Z0oWRttBxJ X31FTmmXIKfXE+rN21I2dw== 0000881917-97-000009.txt : 19970702 0000881917-97-000009.hdr.sgml : 19970702 ACCESSION NUMBER: 0000881917-97-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970624 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970701 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMT HEALTH SERVICES INC CENTRAL INDEX KEY: 0000881917 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 251672183 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19897 FILM NUMBER: 97634648 BUSINESS ADDRESS: STREET 1: 10521 PERRY HIGHWAY CITY: WEXFORD STATE: PA ZIP: 15090 BUSINESS PHONE: 4129333300 MAIL ADDRESS: STREET 1: 10521 PERRY HIGHWAY CITY: WEXFORD STATE: PA ZIP: 15090 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 24, 1997 SMT Health Services Inc. (Exact name of registrant as specified in its charter) Delaware 0-19897 25-1672183 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 10521 Perry Highway, Wexford, Pennsylvania 15090 (Address of principal executive offices) (ZIP code) Registrant's telephone number including area code: 412-933-3300 Item 5. Other Information Incorporated by reference herein is an amendment the Company prepared to the Rights Agreement in connection with the transaction contemplated by the Merger Agreement dated June 24, 1997 between the Company, Three Rivers Holding Corp. and Three Rivers Acquisition Corp. Incorporated by reference herein is the Registrant's Press Release dated June 24, 1997, a copy of which is filed as Exhibit 99.01 to this Form 8-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. Exhibit No. Reference 4.1 Amendment to Rights Incorporated herein Agreement between SMT by reference is Exhibit Health Services Inc. and (c)(11) to the Schedule American Stock Transfer 14D-9 filed by the and Trust Company dated Company on June 30, 1997 June 23, 1997 99.01 Press Release dated Filed herewith. June 24, 1997 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SMT HEALTH SERVICES INC. (Registrant) Date: July 1, 1997 By: ____/s/___David A. Zynn___________ David A. Zynn Chief Financial Officer, Treasurer and Principal Accounting Officer EXHIBIT INDEX Exhibit No. Reference 4.1 Amendment to Rights Incorporated herein Agreement between SMT by reference is Exhibit Health Services Inc. and (c)(11) to the Schedule American Stock Transfer 14D-9 filed by the and Trust Company dated Company on June 30, 1997 June 23, 1997 99.01 Press Release dated June 24, 1997 Filed herewith. 99.01 Contact: David Zynn, CFO James K. White, Managing Director SMT Health Services Inc. Kehoe, White, Savage & Company, Inc. (412) 933-3300 (310) 437-0655 http://www.smthealth.com SMT HEALTH SERVICES INC. TO BE ACQUIRED BY AN AFFILIATE OF APOLLO MANAGEMENT, L.P. Pittsburgh, PA, June 24, 1997 -- SMT Health Services Inc. (NASDAQ/NMS: SHED) today announced that it has entered into a definitive agreement with Three Rivers Acquisition Corp., an affiliate of Apollo Management, L.P., whereby Three Rivers will acquire all the outstanding shares of SMT common stock for $11.75 per share through a cash tender offer to commence within five business days to be followed by a merger. The total transaction is valued at approximately $100 million including outstanding stock options and warrants and the assumption of debt. The tender offer and merger are not subject to financing but will be subject to customary conditions, including the tender of a majority of SMT's fully diluted shares and the obtaining of any necessary regulatory and third party approvals. The tender offer will be made pursuant to definitive documents to be filed with the Securities and Exchange Commission. Following the transaction, senior management of SMT, including Jeff D. Bergman, Chairman, President and Chief Executive Officer, and Daniel Dickman, Executive Vice President and Chief Operating Officer, will continue to manage the operations of SMT in their current positions. Under the terms of the agreement, which has been unanimously approved by the Board of Directors of SMT, SMT shareholders will receive $11.75 per SMT common share. In addition, management shareholders, owning in the aggregate approximately 15% of SMT's fully-diluted shares, have entered into stockholder agreement whereby they have agreed to sell their shares to Apollo in connection with the transaction. SMT provides diagnostic imaging services to health care providers. The company operates a fleet of 19 mobile Magnetic Resonance Imaging ("MRI") units and offers its services to customers in Pennsylvania, West Virginia, North Carolina, South Carolina, Virginia, Ohio and Kentucky. SMT's financial advisor in this transaction is Smith Barney Inc. and its legal counsel is Buchanan Ingersoll Professional Corporation. # # # -----END PRIVACY-ENHANCED MESSAGE-----