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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A-2
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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ENVIROTEST SYSTEMS CORP.
(Name of Issuer)
ENVIROTEST SYSTEMS CORP.
(Name of Person(s) Filing Statement)
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CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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29409W105
(Cusip Number of Class of Securities)
ENVIROTEST SYSTEMS CORP.
246 SOBRANTE WAY
SUNNYVALE, CA 94086
(408) 774-6300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
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COPY TO:
NICHOLAS P. SAGGESE, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071-3144
(213) 687-5000
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AUGUST 19, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
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This Amendment No. 2 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") originally filed on August 19,
1997 and amended on September 18, 1997 relating to the tender offer by
Envirotest Systems Corp., a Delaware corporation ("Envirotest" or the
"Company"), to purchase up to 4,444,444 shares of its Class A Common Stock, par
value $.01 per share (the "Shares"), at prices, net to the seller in cash, not
greater than $4.50 nor less than $3.75 per Share, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated August 19, 1997 (the
"Offer to Purchase") and the related Letter of Transmittal (which, as they may
be amended from time to time, are herein collectively referred to as the
"Offer"). Copies of the Offer to Purchase and the Letter of Transmittal were
filed as Exhibits (a)(1) and (a)(2), respectively, to this Statement. This
Amendment No. 2 to the Schedule 13E-4 also constitutes the final amendment to
the Schedule 13E-4 pursuant to Rule 13e-4(c)(3) under the Securities Exchange
Act of 1934, as amended, and General Instruction (D) to Schedule 13E-4.
Capitalized terms used herein but not defined shall have the meaning assigned to
such term in the Offer to Purchase.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby supplemented and amended as follows:
On September 26, 1997, the Company issued a press release announcing the
final results of the Offer which expired at 5:00 pm, New York City time, on
September 17, 1997 and pursuant to which the Company accepted for payment
4,388,091 Shares at a price of $4.50 per Share. The Shares purchased pursuant to
the Offer represent approximately 33.2% of the 13,204,396 Shares outstanding
immediately prior to the Offer (approximately 25.4% assuming the exercise of all
outstanding vested stock options and the conversion of all outstanding Class B
Common Stock and Class C Common Stock of the Company). The press release is
attached hereto as Exhibit (a)(12) and is incorporated herein by reference
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by the addition of the following Exhibit:
(a)(12) Form of Press Release issued by the Company dated September 26,
1997
2
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SIGNATURE
After due 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.
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<S> <C> <C>
ENVIROTEST SYSTEMS CORP.
By: /s/ CHESTER C. DAVENPORT
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Name: Chester C. Davenport
Title: Chairman
</TABLE>
Dated: September 26, 1997
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INDEX TO EXHIBITS
<TABLE>
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ITEM DESCRIPTION
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<S> <C> <C>
(a)(12) Form of Press Release issued by the Company dated September 26, 1997
</TABLE>
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ENVIROTEST ANNOUNCES FINAL RESULTS OF TENDER OFFER
SUNNYVALE, CA., SEPTEMBER 26, 1997 - Envirotest Systems Corp. (AMEX-ENR)
today reported that in accordance with the final results of its Dutch auction
tender offer, completed September 17, 1997 at 5:00 p.m., New York City time, the
Company will purchase 4,388,091 shares of its Class A Common Stock, par value
$.01 per share (the "Common Stock"), at a price of $4.50 per share.
Continental Stock Transfer & Trust Company of New York, depository for the
offer, will issue payment for the shares of Common Stock accepted under the
offer on or about Tuesday, September 30, 1997. The shares of Common Stock
represent approximately 33.2% of the 13,204,396 shares of Common Stock
outstanding immediately prior to the offer (approximately 25.4% assuming the
exercise of all outstanding vested stock options and the conversion of all
outstanding Class B Common Stock and Class C Common Stock of the Company).
Envirotest Systems Corp. commenced the tender offer on Tuesday, August 19,
1997, at which time the Company announced its intention to purchase up to
4,444,444 shares of Common Stock at a range of $3.75 to $4.50 per share.
Envirotest Systems Corp. is the largest provider of vehicle inspection
services in the country and the only domestic company that provides vehicle
inspection services outside the United States.
This press release contains statements that are forward looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, which
represent the Company's expectations or beliefs concerning future events. The
Company cautions that these statements are further qualified by important
factors that could cause actual results to differ materially from those in the
forward looking statements. A number of such factors are set forth in the
Company's filings with the Securities and Exchange Commission, including the
Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
CONTACT: Robert Siegfried
Adam Werner
Kekst and Company
(212) 521-4800
