<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
