SC 14D1/A

 
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549
                              ___________________
                                AMENDMENT NO. 2
                                       TO
                                 SCHEDULE 14D-1

              TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                              ___________________
                            SMT HEALTH SERVICES INC.

                              ____________________
                           (NAME OF SUBJECT COMPANY)

                         THREE RIVERS ACQUISITION CORP.
                           THREE RIVERS HOLDING CORP.
                              ____________________
                                   (BIDDERS)

                         COMMON STOCK, PAR VALUE $0.01
                       (INCLUDING THE ASSOCIATED RIGHTS)

                             ______________________
                         (TITLE OF CLASS OF SECURITIES)


                                   784585 10 1
                          ----------------------------        
                         (CUSIP NUMBER OF COMMON STOCK)


                              MR. JOSHUA J. HARRIS
                           THREE RIVERS HOLDING CORP.
                          C/O APOLLO MANAGEMENT, L.P.
                          1301 AVENUE OF THE AMERICAS,
                                   38TH FLOOR
                           NEW YORK, NEW YORK  10019
                                 (212) 261-4000

(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND
                      COMMUNICATIONS ON BEHALF OF BIDDERS)
                                   COPIES TO:

                              
    MICHAEL D. WEINER, ESQ.            JOHN J. SUYDAM, ESQ.
     APOLLO ADVISORS, L.P.       O'SULLIVAN GRAEV & KARABELL, LLP
   1999 AVENUE OF THE STARS,           30 ROCKEFELLER PLAZA
          SUITE 1900                        41ST FLOOR
 LOS ANGELES, CALIFORNIA 90067       NEW YORK, NEW YORK 10012
        (310) 201-4100                   (212) 408-2400
 



 
    This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 dated June 30, 1997, as amended by Amendment No. 1 dated July 10,
1997 (the "Schedule 14D-1") of Three Rivers Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Three Rivers
Holding Corp., a Delaware corporation (the "Parent"), to purchase all
outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of
SMT Health Services Inc., a Delaware corporation (the "Company"), including the
associated Rights, at a purchase price of $11.75 per Share, net to the seller in
cash, without interest, as set forth in the Schedule 14D-1.

          Unless otherwise indicated, the information set forth in the Schedule
14D-1 remains unchanged and each capitalized term not defined herein shall have
the meaning assigned to such term in the Schedule 14D-1.


Item 10.     Additional Information.

          A copy of the text of a press release issued by Alliance Imaging,
Inc., a Delaware corporation ("Alliance"), dated July 23, 1997, announcing that
Newport Investment LLC, a Delaware limited liability company (the "Investor")
and an affiliate of Parent, has entered into an Agreement and Plan of Merger
with Alliance (the "Alliance Merger"), dated as of July 23, 1997, pursuant to
which a subsidiary of the Investor will merge with Alliance, is filed as Exhibit
(a)(10) to the Schedule 14D-1 and is incorporated herein by reference.  Pursuant
to the terms of the Alliance Agreement and Plan of Merger, if the Merger is 
consummated, Alliance will enter into an Agreement and Plan of Merger with
Parent pursuant to which Parent and the Company will become wholly owned
subsidiaries of Alliance after consummation of the Alliance Merger. Additional
information concerning the Alliance Merger will be provided as soon as it is
available, and a subsequent amendment to the Schedule 14D-1 extending the Offer
and withdrawal rights will be made at the time of such amendment.

Item 11.     Material to be Filed as Exhibits

          (a)(10)-- Text of Press Release dated July 23, 1997, issued by
Alliance Imaging, Inc. and Newport Investment LLC.

 
                             SIGNATURE



          After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.

Dated:  July 23, 1997

                                 Three Rivers Acquisition Corp.


                                 By: /s/ Joshua Harris
                                    -------------------
                                    Name:  Joshua Harris
                                    Title: Vice President


                                 Three Rivers Holding Corp.


                                 By: /s/ Joshua Harris
                                    -------------------
                                    Name:  Joshua Harris
                                    Title: Vice President

EX-99.(A)(10)

 
                                                             EXHIBIT 99(a)(10)

                     AFFILIATE OF APOLLO MANAGEMENT, L.P.
                  TO ACQUIRE STOCK OF ALLIANCE IMAGING, INC.

Anaheim, CA (July 23, 1997) Alliance Imaging, Inc. (NASDAQ:SCAN), a leading 
nationwide provider of outsourced radiology services and high technology 
diagnostic imaging systems, today announced that it has entered into a 
definitive agreement with Newport Investment LLC ("Newport"), an affiliate of 
Apollo Management, L.P. ("Apollo"), pursuant to which a subsidiary of Newport 
will merge with the Company. In the merger, approximately 95% of the fully 
diluted common stock of Alliance (excluding options and warrants to be cashed 
for their spread value) will be retired for $11.00 per share in cash. The 
Alliance transaction will be structured as a recapitalization whereby after the 
transaction Newport will own approximately 82.2% of the common stock of the new 
company and existing shareholders will own approximately 17.8%.

On June 24, 1997, another affiliate of Apollo entered into an agreement to 
acquire SMT Health Services, Inc. (NASDAQ:SHED) ("SMT"), a company which 
operates 20 mobile MRI units in the eastern United States. An affiliate of 
Apollo has commenced a tender offer for all shares of SMT pursuant to the SMT 
acquisition agreement. Upon closing of the SMT and Alliance transactions, Apollo
intends to combine SMT and Alliance. Following the combination of Alliance and 
SMT, it is anticipated that existing shareholders of Alliance will own 
approximately 10% of the combined new company.

The total Alliance transaction is valued at approximately $258 million, 
including outstanding stock options, fees and the refinancing of approximately 
$67 million of new debt. The transaction will be subject to customary 
conditions, including a vote of Alliance shareholders and the obtaining of 
financing and necessary regulatory and third party consents. Newport has signed 
agreements with holders of a majority of the shares of Alliance to vote for the 
transaction. Furthermore, these agreements grant Newport an option to acquire a
majority of the outstanding shares at $11.00.

Following the transaction, senior management of Alliance, including Richard 
Zehner, Chief Executive Officer, and Vincent Pino, Chief Operating Officer, will
continue to manage the operations of Alliance in their current positions.

Alliance Imaging is a leading provider of outsourced radiology services and high
technology diagnostic imaging systems to hospitals and other health care 
providers nationwide and operates over 100 MRI and CT systems in 36 states.