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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
AMENDMENT NO. 6
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ENVIROTEST SYSTEMS CORP.
(NAME OF SUBJECT COMPANY)
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STONE RIVET, INC.
ENVIRONMENTAL SYSTEMS PRODUCTS, INC.
(BIDDERS)
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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)
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TERRENCE P. MCKENNA
C/O ENVIRONMENTAL SYSTEMS PRODUCTS, INC.
7 KRIPES ROAD
EAST GRANBY, CONNECTICUT 06026
(860) 653-0081
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
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COPY TO:
RICHARD I. ANSBACHER, ESQ.
ELISABETH J. HARPER, ESQ.
SHAW PITTMAN POTTS & TROWBRIDGE
2300 N STREET, N.W.
WASHINGTON, D.C. 20037
(202) 663-8000
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This Amendment No. 6 is filed to supplement and amend the information set
forth in the Tender Offer Statement on Schedule 14D-1 filed by Environmental
Systems Products Inc., a Delaware corporation ("Parent"), and Stone Rivet, Inc.,
a Delaware corporation and a wholly owned subsidiary of Parent (the "Purchaser")
relating to the offer by the Purchaser to purchase all outstanding shares of
Class A Common Stock, par value $.01 per share (the "Shares"), of Envirotest
Systems Corp., a Delaware corporation (the "Company"), at $17.25 per Share, net
to the seller in cash, on the terms and subject to the conditions set forth in
the Offer to Purchase, dated August 19, 1998 (the "Offer to Purchase"), and in
the related Letter of Transmittal and any amendments and supplements thereto,
copies of which were previously filed as Exhibits 99(a)(1) and 99(a)(2),
respectively to the Schedule 14D-1 (which collectively constitutes the "Offer").
Capitalized terms not defined herein have the meanings assigned thereto in the
Schedule 14D-1, including the Offer to Purchase.
ITEM 10. ADDITIONAL INFORMATION.
On October 13, 1998, Parent and the Purchaser issued a press release, the
text of which is attached hereto as Exhibit 99(a)(13) and is incorporated herein
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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99(a)(13) Text of Press Release, dated October 13, 1998.
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SIGNATURE
After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete, and correct.
Date: October 14, 1998
STONE RIVET, INC.
By: /s/ TERRENCE P. MCKENNA
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Name: Terrence P. McKenna
Title: President and Chief Executive
Officer
Date: October 14, 1998
ENVIRONMENTAL SYSTEMS
PRODUCTS, INC.
By: /s/ TERRENCE P. MCKENNA
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Name: Terrence P. McKenna
Title: President and Chief Executive
Officer
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EXHIBIT 99(a)(13)
STONE RIVET, INC. EXTENDS TENDER OFFER FOR ENVIROTEST STOCK TO OCTOBER 15, 1998
EAST GRANBY, Conn., Oct. 13 -- Stone Rivet, Inc. and Environmental
Systems Products, Inc. ("ESP") announced today that, in connection with their
tender offer for all of the outstanding Class A Common Stock of Envirotest
Systems Corp. (AMEX:ENR) at $17.25 per share, Stone Rivet has extended its
tender offer for all of the outstanding Class A Common Stock of Envirotest. The
tender offer, scheduled to expire at 12:00 midnight, Eastern Daylight Time on
Tuesday, October 13, is now scheduled to expire at 12:00 midnight Eastern
Daylight Time on Thursday, October 15, unless further extended. Stone Rivet said
the extension is necessary to complete its previously announced financing in
accordance with its terms.
As of the close of business on October 13, 1998, IBJ Schroder Bank &
Trust Company, the depositary, reported that 11,878,554 shares of Class A Common
Stock, or approximately 98.0% of the total outstanding shares of Class A Common
Stock, had been validly tendered and not withdrawn.
Stone Rivet and ESP confirm their intention to acquire Envirotest in
accordance with the terms of the tender offer.
