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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
SMT HEALTH SERVICES INC.
(Name of Subject Company)
SMT HEALTH SERVICES INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE,
(Title of Class of Securities)
784585 10 1
(CUSIP Number of Class of Securities)
Jeff D. Bergman
Chairman of the Board, Chief Executive Officer and President
SMT Health Services Inc.
10521 Perry Highway
Wexford, Pennsylvania 15090
(412) 933-3300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing this Statement)
Copies to:
Ronald Basso, Esq.
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
412-562-3943
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (as may be amended from time to time, the "Schedule
14D-9") filed on June 30, 1997 by SMT Health Services Inc., a Delaware Company
(the "Company"), with the Securities and Exchange Commission (the "Commission"),
relating to the tender offer (the "Offer") by Three Rivers Holding Corp., a
Delaware corporation ("Parent") and its wholly-owned subsidiary Three Rivers
Acquisition Corp., a Delaware corporation ("Purchaser"), to purchase all
outstanding shares of Common Stock (the "Shares") at $11.75 per share, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated June 30, 1997 (the "Offer
to Purchase") and the related letter of transmittal (which, as amended and
extended from time to time, together constitute the "Offer").
All capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in the Schedule 14D-9. In connection with
the foregoing, the Company is hereby amending the Schedule 14D-9 as follows:
ITEM 3. IDENTITY AND BACKGROUND
Item 3(b)(1) is amended and supplemented to amend the Information
Statement, furnished pursuant to Section 14(f) of the Securities Exchange Act of
1934, as amended, and Rule 14f-1, which is Annex A to the 14D-9 and is
incorporated by reference therein.
The first sentence of the third paragraph under the heading "Board of
Directors and Executive Officers of the Company-General" in the Information
Statement is hereby deleted and replaced in its entirety with the following:
"Parent has informed the Company that it will choose five of the Parent
Designees from the persons listed on Schedule I of the Offer to Purchase."
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is amended and supplemented to add the following information:
On July 24, 1997, the Company issued a press release, a copy of which is
attached hereto as Exhibit (d)(1) and incorporated herein by reference in its
entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is amended and supplemented to add the following exhibits which are
filed herewith:
(d)(1) Press Release issued by the Company on July 24, 1997.
1
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: July 24, 1997 SMT HEALTH SERVICES INC.
By: /s/ Jeff D. Bergman
---------------------------------------------
Name: Jeff D. Bergman
Title: Chairman, Chief Executive Officer
and President
2
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EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- --------------------------------------------------------------
99.D1 Press Release issued by the Company on July 24, 1997.
3
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Exhibit 99.D(1)
[LOGO OF SMT HEALTH] SMT HEALTH SERVICES INC.
10521 PERRY HIGHWAY WEXFORD, PA 15090
TOLL FREE 1-800-541-2531
TELEPHONE 412-933-3300
FACSIMILE 412-933-9311
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. REPORTS SECOND QUARTER AND
SIX MONTH EARNINGS; NET INCOME BEFORE EXTRAORDINARY
ITEM UP 56% AND 61%, RESPECTIVELY; REVENUES RISE 50% AND
51%, RESPECTIVELY
Pittsburgh, PA, July 24, 1997 -- SMT Health Services Inc. (NASDAQ/NMS: SHED)
- -----------------------------
today reported earnings for the second quarter and six month periods ended June
30, 1997. Net income for the 1997 second quarter increased 56% to $879,000, or
$.15 per share, from $563,000, or $.14 per share, reported for the second
quarter of 1996. Net income before extraordinary item for the six months ended
June 30, 1997 increased 61% to $1,640,000, or $.30 per share, as compared to
$1,020,000, or $.27 per share for the six months ended June 30, 1996. The
Company attributed the income gains to increased revenues from four units placed
into service in late 1996, the addition of a new mobile unit in April 1997, as
well as approximately 21% and 22% increase in revenues derived from hospitals
which the Company serviced during the comparable three and six month periods,
respectively. Earnings were partially offset by $220,000 of accrued expenses
associated with the Company's tender offer and proposed merger with Three Rivers
Acquisition Corp., an affiliate of Apollo Management, L.P. Excluding such
expenses, the Company's earnings per share would have been $.17 and $.33,
respectively. Earnings gains were also partially offset by a higher effective
tax rate of approximately 40% for both the three and six month periods ended
June 30, 1997 versus an effective tax rate of 30% and 32% for the three and six
months ended June 30, 1996, respectively.
Revenues for the second quarter of 1997 increased $2,319,000, or 50%, to
$6,947,000 from $4,628,000 recorded for the second quarter of 1996. The revenue
gains stemmed primarily from four new units placed into service during late
1996, the addition of a new unit in April 1997 as well as a 21% increase in
revenues derived from hospitals which the Company serviced during both
comparable quarters. Revenue further increased $142,000 due to increased
interest income related to the Company's higher invested cash balance. Revenues
for the six months ended June 30, 1997 increased 51% to $13,288,000 from
$8,809,000 in the similar year ago period.
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[LOGO OF SMT HEALTH]
On June 24, 1997, the Company announced that it had 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 (which
commenced June 30, 1997) 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.
SMT Health Services Inc., through its fleet of twenty mobile MRI units, provides
diagnostic imaging services to healthcare providers in Pennsylvania, West
Virginia, North Carolina, South Carolina, Virginia, Ohio and Kentucky.
(table follows)
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[LOGO OF SMT HEALTH]
SMT HEALTH SERVICES INC.
AND SUBSIDIARIES
CONSOLIDATED SUMMARY OF OPERATIONS
<TABLE>
<CAPTION>
For The Three Months Ended For The Six Months Ended
June 30, June 30,
------------------------- ------------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Total Revenues $6,947,000 $4,628,000 $13,288,000 $8,809,000
Operating Expenses 2,167,000 1,525,000 4,153,000 2,891,000
Depreciation and
Amortization 1,634,000 1,120,000 3,194,000 2,109,000
Selling, General and
Administrative 965,000 691,000 1,907,000 1,373,000
Professional Fees Related
to Tender Offer & Merger 220,000 -- 220,000 --
Interest Expense 477,000 489,000 1,079,000 946,000
----------- ---------- ----------- ----------
Total Costs and
Expenses $5,463,000 $3,825,000 $10,553,000 $7,319,000
----------- ---------- ----------- ----------
Income Before Income
Taxes & Extraordinary
Item $1,484,000 $ 803,000 $ 2,735,000 $1,490,000
Income Taxes 605,000 240,000 1,095,000 469,000
----------- ---------- ----------- ----------
Net Income Before
Extraordinary Item $ 879,000 $ 563,000 $ 1,640,000 $1,021,000
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Extraordinary loss on
extinguishment of debt
(net of income tax benefit
of $115,000) -- -- 181,000 --
----------- ---------- ----------- ----------
Net Income $ 879,000 $ 563,000 $ 1,459,000 $1,021,000
----------- ---------- ----------- ----------
Earnings Per Common
Share:
Earnings before
extraordinary item $ .15 $ .14 $ .30 $ .27
Extraordinary loss
per share -- -- ( .03) --
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Net earnings per share $ .15 $ .14 $ .27 $ .27
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Average Number of
Shares Outstanding 5,718,000 2,998,000 5,081,000 2,919,000
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</TABLE>
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