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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
AMENDMENT NO. 5
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. 5 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 12, 1998, Parent and the Purchaser issued a press release, the
text of which is attached hereto as Exhibit 99(a)(12) and is incorporated herein
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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99(a)(12) Text of Press Release, dated October 12, 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 12, 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 12, 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)(12)
CSFB, DLJ AND THEIR AFFILIATES AGREE TO EXTEND CERTAIN
FINANCING COMMITMENTS FOR STONE RIVET, INC.'S AND
ENVIRONMENTAL SYSTEMS PRODUCTS, INC.'S TENDER OFFER FOR
ENVIROTEST COMMON STOCK
EAST GRANBY, Conn., Oct. 12 -- 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, Credit Suisse First Boston, Donaldson,
Lufkin & Jenrette Securities Corporation and certain of their respective
affiliates have agreed to extend from October 9, 1998 until October 13, 1998 the
date by which definitive documentation for their purchase of (i) $100 million of
Senior Subordinated Notes of Environmental Systems Products Holdings Inc.
("ESPH") and (ii) $100 million of Senior Discount Notes of EnviroSystems Corp.,
the proposed parent company of ESPH, is required to be agreed in substantially
final form pursuant to financing commitments agreed to by the parties on October
1, 1998. Stone Rivet and ESP said the extension is necessary to complete the
documentation for the transaction and that the financing commitments of CSFB,
DLJ and their respective affiliates remain in place. Stone Rivet's and ESP's
tender offer for Envirotest Class A Common Stock is scheduled to expire at 12:00
midnight, Eastern Standard Time, on Tuesday, October 13, 1998, unless extended.
As of the close of business on October 9, 1998, IBJ Schroder Bank & Trust
Company, the depositary, reported that 8,090,512 shares of Class A Common Stock,
or approximately 74.4% of the total outstanding shares of Class A Common Stock,
had been validly tendered and not withdrawn. Chester Davenport, Chairman of
Envirotest, has entered into an agreement to convert shares of Class B Common
Stock controlled by him into 623,625 shares of Class A Common Stock, or
approximately 5.4% of the then outstanding shares or Class A Common Stock, and
tender. Mr. Davenport has also indicated his intention to convert all remaining
shares of Class B Common Stock controlled by him into 626,124 shares of Class A
Common Stock, representing approximately 5.2% of the then outstanding Class A
Common Stock, and tender. This increases the shares of Class A Common Stock
tendered and subject to tender as of October 9, 1998 to 9,340,261 of
approximately 77.1% of the outstanding shares of Class A Common Stock on a fully
diluted basis.
Stone Rivet and ESP confirm their intention to acquire Envirotest in
accordance with the terms of the tender offer.
