-----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, BorIxIdBYj9wqW+Z8jHCNEUGL3LYFXIb0w4S8gK2koBr57a1tV3dVsC8uQ8HvK3f IsPcYrYwJ71QZIt+ubi3GA== 0000950130-97-003467.txt : 19970807 0000950130-97-003467.hdr.sgml : 19970807 ACCESSION NUMBER: 0000950130-97-003467 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970806 SROS: NASD GROUP MEMBERS: THREE RIVERS ACQUISITION CORP GROUP MEMBERS: THREE RIVERS HOLDING CORP. SUBJECT COMPANY: 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: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43404 FILM NUMBER: 97652249 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THREE RIVERS ACQUISITION CORP CENTRAL INDEX KEY: 0001041739 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1301 AVE OF THE AMERICAS STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122614000 MAIL ADDRESS: STREET 1: 1301 AVE OF THE AMERICAS STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 14D1/A 1 AMENDMENT NO. 4 TO SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________ AMENDMENT NO. 4 (FINAL AMENDMENT) 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 MANAGEMENT, 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. 4 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, Amendment No. 2 dated July 23, 1997, and Amendment No. 3 dated July 30, 1997 (as amended, 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 6. Interest in Securities of the Subject Company Items 6(a) and 6(b) are hereby amended and supplemented by the following: The Offer terminated at 12:00 midnight, New York City time, on Tuesday, August 5, 1997. The Parent issued a press release on August 6, 1997 in which it disclosed that 5,280,297 Shares (representing 91.9% of the outstanding Shares) were validly tendered and accepted for payment, including 2,841 Shares tendered pursuant to notice of guaranteed delivery procedures. A copy of such press release is attached hereto as Exhibit (a)(15) and incorporated herein by reference. Item 11. Material to be Filed as Exhibits (a)(15) Text of Press Release issued by Parent on August 6, 1997. 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: August 6, 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)(15) 2 TEXT OF PRESS RELEASE ISSUED BY PARENT ON 8/6/1997 Exhibit (a)(15) --------------- THREE RIVERS HOLDING CORP. COMPLETES TENDER OFFER FOR SMT HEALTH SERVICES INC. NEW YORK, NY (AUGUST 6, 1997) -- Three Rivers Holding Corp. announced today that its wholly owned subsidiary, Three Rivers Acquisition Corp., successfully completed its $11.75 per share cash tender offer for all of the outstanding shares of common stock of SMT Health Services Inc. (NASDAQ: SHED). The depositary for the offer has informed Three Rivers Acquisition Corp. that 5,280,297 shares (91.9% of the outstanding shares) have been validly tendered and not withdrawn prior to the expiration of the offer, including 2,841 shares tendered pursuant to notice of guaranteed delivery procedures. All shares validly tendered and not withdrawn have been accepted for payment of $11.75 per share in cash. As previously announced, the remaining shares of SMT Health Services will be converted into the right to receive $11.75 per share in cash in a merger between SMT Health Services and Three Rivers Acquisition. The merger is expected to be consummated in September 1997. Contact: David Zynn, CFO James K. White, Managing Director SMT Health Services Inc. Kehoe, White, Savage & Co., Inc. (412) 933-3300 (562) 437-0655 http://www.smthealth.com -----END PRIVACY-ENHANCED MESSAGE-----