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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A-1
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. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated August 19, 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 are filed as Exhibits (a)(1) and (a)(2), respectively, to the
Statement. Capitalized terms used herein but not defined shall have the meaning
assigned to such terms in the Offer to Purchase.
ITEM 8. ADDITIONAL INFORMATION
Item 8(e) is hereby supplemented and amended as follows:
On September 18, 1997, the Company issued a press release announcing the
preliminary results of the Offer which expired at 5:00 p.m., New York City
time, on September 17, 1997. The preliminary count indicated that 4,390,391
Shares were tendered and not withdrawn at or below $4-50 per share. The
determination of the actual number of Shares to be purchased and the
purchase price are subject to final confirmation and proper delivery of all
Shares tendered and not withdrawn. The press release is attached hereto as
Exhibit (a)(11) 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:
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(a)(11) Form of Press Release issued by the Company dated September 18, 1997.
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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
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Dated: September 18, 1997
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INDEX TO EXHIBITS
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ITEM DESCRIPTION
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<S> <C> <C>
(a)(11) Form of Press Release issued by the Company dated September 18, 1997.
</TABLE>
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EXHIBIT(A)(11)
ENVIROTEST ANNOUNCES PRELIMINARY TENDER OFFER RESULTS
SUNNYVALE, CA., SEPTEMBER 18, 1997 - Envirotest Systems Corp. (AMEX-ENR)
today announced the preliminary results of its Dutch auction tender offer, which
expired Wednesday, September 17, 1997 at 5:00 p.m., New York City time.
The preliminary count by Continental Stock Transfer & Trust Company of New
York, depository for the offer, indicated that 4,390,391 shares of Class A
Common Stock, par value $.01 per share (the "Common Stock"), were tendered and
not withdrawn at or below $4.50 per share. The number of shares of Common Stock
tendered includes 91,238 shares tendered pursuant to guaranteed delivery. The
Company expects to purchase all shares of Common Stock tendered at a price of
$4.50 per Share.
The determination of the actual number of shares of Common Stock to be
purchased and the purchase price are subject to final confirmation and the
proper delivery of all shares tendered and not withdrawn, including shares
tendered pursuant to the guaranteed delivery procedure.
Envirotest 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.
The shares of Common Stock expected to be purchased represent approximately
33.25 percent of the approximately 13,204,396 shares of Common Stock outstanding
immediately prior to the offer (approximately 25.42% assuming the exercise of
all outstanding vested stock options and the conversion of all outstanding Class
B Common Stock and Class C Common Stock). After purchasing the shares of Common
Stock, the Company will have approximately 8,814,005 shares of Common Stock
outstanding (approximately 12,880,891, assuming the exercise of all outstanding
vested stock options and the conversion of all outstanding Class B Common Stock
and Class C Common Stock).
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
