SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 24, 1997
SMT Health Services Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-19897 25-1672183
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
10521 Perry Highway, Wexford, Pennsylvania 15090
(Address of principal executive offices) (ZIP code)
Registrant's telephone number including area code: 412-933-3300
Item 5. Other Information
Incorporated by reference herein is an amendment the Company prepared
to the Rights Agreement in connection with the transaction contemplated by
the Merger Agreement dated June 24, 1997 between the Company, Three Rivers
Holding Corp. and Three Rivers Acquisition Corp.
Incorporated by reference herein is the Registrant's Press Release
dated June 24, 1997, a copy of which is filed as Exhibit 99.01 to this
Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit No. Reference
4.1 Amendment to Rights Incorporated herein
Agreement between SMT by reference is Exhibit
Health Services Inc. and (c)(11) to the Schedule
American Stock Transfer 14D-9 filed by the
and Trust Company dated Company on June 30, 1997
June 23, 1997
99.01 Press Release dated Filed herewith.
June 24, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SMT HEALTH SERVICES INC.
(Registrant)
Date: July 1, 1997 By: ____/s/___David A. Zynn___________
David A. Zynn
Chief Financial Officer, Treasurer
and Principal Accounting Officer
EXHIBIT INDEX
Exhibit No. Reference
4.1 Amendment to Rights Incorporated herein
Agreement between SMT by reference is Exhibit
Health Services Inc. and (c)(11) to the Schedule
American Stock Transfer 14D-9 filed by the
and Trust Company dated Company on June 30, 1997
June 23, 1997
99.01 Press Release dated June 24, 1997 Filed herewith.
99.01
Contact: David Zynn, CFO James K. White, Managing Director
SMT Health Services Inc. Kehoe, White, Savage & Company, Inc.
(412) 933-3300 (310) 437-0655
http://www.smthealth.com
SMT HEALTH SERVICES INC. TO BE ACQUIRED BY AN AFFILIATE
OF APOLLO MANAGEMENT, L.P.
Pittsburgh, PA, June 24, 1997 -- SMT Health Services Inc. (NASDAQ/NMS: SHED)
today announced that it has entered into a definitive agreement with Three
Rivers Acquisition Corp., an affiliate of Apollo Management, L.P., whereby
Three Rivers will acquire all the outstanding shares of SMT common stock for
$11.75 per share through a cash tender offer to commence within five business
days to be followed by a merger. The total transaction is valued at
approximately $100 million including outstanding stock options and warrants
and the assumption of debt. The tender offer and merger are not subject to
financing but will be subject to customary conditions, including the tender
of a majority of SMT's fully diluted shares and the obtaining of any
necessary regulatory and third party approvals. The tender offer will be
made pursuant to definitive documents to be filed with the Securities and
Exchange Commission.
Following the transaction, senior management of SMT, including Jeff D.
Bergman, Chairman, President and Chief Executive Officer, and Daniel Dickman,
Executive Vice President and Chief Operating Officer, will continue to manage
the operations of SMT in their current positions.
Under the terms of the agreement, which has been unanimously approved by the
Board of Directors of SMT, SMT shareholders will receive $11.75 per SMT
common share. In addition, management shareholders, owning in the aggregate
approximately 15% of SMT's fully-diluted shares, have entered into
stockholder agreement whereby they have agreed to sell their shares to Apollo
in connection with the transaction.
SMT provides diagnostic imaging services to health care providers. The
company operates a fleet of 19 mobile Magnetic Resonance Imaging ("MRI")
units and offers its services to customers in Pennsylvania, West Virginia,
North Carolina, South Carolina, Virginia, Ohio and Kentucky.
SMT's financial advisor in this transaction is Smith Barney Inc. and its
legal counsel is Buchanan Ingersoll Professional Corporation.
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