<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
AMENDMENT NO. 1
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
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 dated June 30, 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.
Item 10. Additional Information.
A copy of the text of Parent's and Company's press release dated July
10, 1997 with respect to early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, is filed as
Exhibit (a)(9) to the Schedule 14D-1 and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits
(a)(9) -- Text of Press Release dated July 10, 1997, issued jointly by
Parent and Company.
<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: July 10, 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 99(a)(9)
TO BUSINESS EDITOR:
Three Rivers Holding Corp. and SMT Health Services Inc. Receive Early
Termination of FTC Waiting Period for Acquisition by Three Rivers of SMT
PITTSBURGH, July 10 /PRNewswire/ -- Three Rivers Holding Corp. and SMT
Health Services Inc. (Nasdaq-NMS: SHED) have announced today that they have each
been notified by the Federal Trade Commission that early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
has been granted for Three Rivers' planned acquisition of SMT.
SMT provides diagnostic imaging services to health care providers. The
company operates a fleet of 20 mobile Magnetic Resonance Imaging ("MRI") units
and offers its services to customers in Pennsylvania, West Virginia, North
Carolina, South Carolina, Virginia, Ohio and Kentucky.
SOURCE SMT Health Services Inc.
-0- 07/10/97
/CONTACT: David Zynn, CFO of SMT Health Services Inc., 412-933-3300, or
http://www.smthealth.com, or James K. White, Managing Director of Kehoe, White,
Savage & Company, 310-437-0655/
(SHED)
