UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
SMT Health Services, Inc.
----------------------------
(Name of Issuer)
Common Stock
-------------------------------
(Title of Class and Securities)
784585101
-------------------------------------
(CUSIP Number of Class of Securities)
Michael J. Halpern
1999 Avenue of the Stars, Suite 1950
Los Angeles, CA 90067
(310) 201-7795
Copy to:
Kent V. Graham
O'Melveny & Myers LLP
1999 Avenue of the Stars, 7th Floor
Los Angeles, CA 90067
(310) 553-6700
------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 12, 1997
--------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D and is filing this schedule because of Rule 13D-
1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with this
Statement: [ ]
<PAGE>
(1) NAME OF REPORTING PERSON
Dorchester Partners, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [x]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
: (7) SOLE VOTING POWER
: -0- SHARES OF COMMON STOCK
:
: (8) SHARED VOTING POWER
Number Of Shares : 560,147 SHARES OF COMMON STOCK
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- SHARES OF COMMON STOCK
:
: (10) SHARED DISPOSITIVE POWER
: 560,147 SHARES OF COMMON STOCK
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,147 SHARES OF COMMON STOCK
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
(14) TYPE OF REPORTING PERSON
PN
<PAGE>
(1) NAME OF REPORTING PERSON
Dorchester Advisors, Inc.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [x]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
: (7) SOLE VOTING POWER
: -0- SHARES OF COMMON STOCK
:
: (8) SHARED VOTING POWER
Number Of Shares : 560,147 SHARES OF COMMON STOCK
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- SHARES OF COMMON STOCK
:
: (10) SHARED DISPOSITIVE POWER
: 560,147 SHARES OF COMMON STOCK
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,147 SHARES OF COMMON STOCK
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
(14) TYPE OF REPORTING PERSON
CO
<PAGE>
(1) NAME OF REPORTING PERSON
Michael J. Halpern
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [x]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
: (7) SOLE VOTING POWER
: 55,858 SHARES OF COMMON STOCK
:
: (8) SHARED VOTING POWER
Number Of Shares : 616,005 SHARES OF COMMON STOCK
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : 55,858 SHARES OF COMMON STOCK
:
: (10) SHARED DISPOSITIVE POWER
: 616,005 SHARES OF COMMON STOCK
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,005 SHARES OF COMMON STOCK
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
(14) TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 1 to Schedule 13D is being filed on behalf of
the undersigned Reporting Persons to amend the Schedule 13D filed
October 2, 1996 (the "Schedule 13D"), relating to the common
stock par value $.01 per share (the "Common Stock") of SMT Health
Services, Inc. ("SMT"), a Delaware corporation. Unless otherwise
indicated, all capitalized terms used herein but not defined
herein have the meanings set forth in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER
Item 1 is hereby amended in its entirety as follows:
The equity securities to which this statement relates
are Common Stock of SMT, with its principal executive offices at
10521 Perry Highway, Wexford, PA 15090. At March 31, 1997, SMT
had outstanding 5,684,000 shares of Common Stock, according to
information provided to the Reporting Persons by SMT.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended in its entirety as follows:
The aggregate purchase price (including commissions, if
any) for the shares of Common Stock reported on this Amendment
No. 1 to Schedule 13D as held by the Reporting Persons was
$4,426,940. The shares of Common Stock reported herein as
beneficially owned by the Reporting Persons were purchased with
working investment capital.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended in its entirety as follows:
(A) As of the date hereof, Partners is the direct,
beneficial owner of 560,147 shares of Common Stock, which
constitutes 9.9% of the outstanding shares of Common Stock (based
upon the number of shares that were reported to be outstanding by
SMT on March 31, 1997). Advisors does not directly own any
Common Stock but, by virtue of its position as the general
partner of Partners, may be deemed to own beneficially the shares
of Common Stock held by Partners. The Managed Account is the
direct, beneficial owner of 55,858 shares of Common Stock, which
constitutes .98% of the outstanding shares of Common Stock.
Halpern does not directly own any Common Stock, but, by virtue of
his control over the investment and voting decisions of
(i) Advisors (and therefore, Partners), and (ii) the Managed
Account, Halpern may be deemed to own beneficially the shares of
Common Stock held by Partners and the Managed Account.
Therefore, Halpern is the indirect beneficial owner of
616,005 shares of Common Stock, which constitutes 10.8% of the
outstanding shares of the Common Stock.
(B) Partners, Advisors and Halpern may be deemed to
share the power to vote or to direct the vote and to dispose or
to direct the disposition of the shares of Common Stock held by
Partners. Halpern may be deemed to have sole power to vote or to
direct the vote and to dispose or to direct the disposition of
the shares of Common Stock held by the Managed Account.
(C) The following table sets forth the transactions
effected by Partners and the Managed Account during the past
sixty days. Each of the transactions set forth below reflects a
purchase effected by means of an over-the-counter trade. The
Price Per Share excludes commissions, if any.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Buy or Sell Price Number of Shares Entity Engaging
Trade Date Sell Share ($) Purchased or Sold in Transaction
03/13/97 B 8.75 1,800 Partners
03/13/97 B 8.75 200 Managed
Account
03/14/97 B 8.6875 1,800 Partners
03/14/97 B 8.6875 200 Managed
Account
03/17/97 B 8.50 1,000 Partners
03/17/97 B 8.625 2,700 Partners
03/17/97 B 8.625 300 Managed
Account
03/19/97 B 8.3125 1,400 Partners
03/19/97 B 8.3125 200 Managed
Account
03/20/97 B 8.6750 3,700 Partners
3/20/97 B 8.6339 15,900 Partners
3/20/97 B 8.50 2,200 Partners
3/20/97 B 8.6750 300 Managed
Account
3/20/97 B 8.6339 1,600 Managed
Account
3/20/97 B 8.50 300 Managed
Account
3/21/97 B 8.550 1,000 Partners
3/21/97 B 8.4464 6,300 Partners
3/21/97 B 8.550 100 Managed
Account
3/21/97 B 8.4464 700 Managed
Account
3/27/97 B 8.3824 15,400 Partners
3/27/97 B 8.3824 1,500 Managed
Account
3/31/97 B 8.50 900 Partners
3/31/97 B 8.50 100 Managed
Account
4/7/97 B 8.50 1,000 Partners
4/10/97 B 8.5625 2,000 Partners
4/11/97 B 8.3125 2,000 Partners
4/14/97 B 8.50 200 Partners
4/15/97 B 8.6875 1,500 Partners
4/15/97 B 8.6875 5,000 Partners
4/17/97 B 9.0938 1,700 Partners
4/17/97 B 9.0938 300 Managed
Account
4/18/97 B 9.00 9,100 Partners
4/18/97 B 9.00 900 Managed
Account
5/5/97 B 9.25 2,300 Partners
5/5/97 B 9.25 200 Managed
Account
5/5/97 B 9.1875 2,200 Partners
5/5/97 B 9.1875 300 Managed
Account
5/6/97 B 10.5625 1,900 Partners
5/6/97 B 10.43 100 Managed
Account
5/6/97 B 10.43 2,200 Partners
5/6/97 B 10.25 300 Managed
Account
5/9/97 B 9.875 1,000 Partners
5/12/97 B 9.8194 10,000 Partners
5/12/97 B 9.8194 11,300 Partners
5/12/97 B 9.9464 2,200 Managed
Account
5/13/97 B 9.875 1,400 Partners
5/13/97 B 9.875 2,600 Partners
5/13/97 B 9.875 400 Managed
Account
5/13/97 B 9.875 1,800 Partners
5/13/97 B 9.875 200 Managed
Account
5/14/97 B 9.9444 4,100 Partners
5/14/97 B 9.9444 400 Managed
Account
</TABLE>
(D) The Managed Account has the right to receive and
the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of SMT owned by the Managed
Account. To the best of Reporting Person's knowledge, no other
person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any
shares of SMT which the Reporting Persons may be deemed to own
beneficially.
(E) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Acquisition Statement (incorporated by
reference to the Schedule 13D filed October 2, 1996).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: May 15, 1997
DORCHESTER ADVISORS, INC.
By: __/s/ Michael J. Halpern__
Michael J. Halpern
President
DORCHESTER PARTNERS, L.P.
By: Dorchester Advisors, Inc.
General Partner
By: __/s/ Michael J. Halpern__
Michael J. Halpern
President
__/s/ Michael J. Halpern__
MICHAEL J. HALPERN
<PAGE>
