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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
AMENDMENT NO. 3
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. 3 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth in Section 11 ("The Purpose of the Offer;
The Merger Agreement; Plans for the Company -- Stockholder Agreements") of the
Offer to Purchase is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
On September 29, 1998, the Purchaser issued a press release, the text of
which is attached hereto as Exhibit 99(a)(10) and is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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99(a)(10) Text of Press Release, dated September 29, 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: September 29, 1998
STONE RIVET, INC.
By: /s/ TERRENCE P. MCKENNA
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Name: Terrence P. McKenna
Title: President and Chief Executive
Officer
Date: September 29, 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)(10)
STONE RIVET, INC. EXTENDS TENDER OFFER FOR ENVIROTEST
STOCK TO OCTOBER 13, 1998
East Granby, Connecticut - September 29, 1998 - Stone Rivet has been
advised by its financial advisors Credit Suisse First Boston ("CSFB") that
because of the current state of the high yield debt market CSFB will not provide
the financing at this time necessary to complete the tender offer for the
outstanding shares of Class A common stock (the "Shares") of Envirotest Systems
Corp. (AMEX: ENR) that is scheduled to expire on September 30, 1998. CSFB is in
the process of arranging alternative financing primarily using the bank and
private placement markets to finance the transaction. CSFB's commitment letter
remains in effect until October 15, 1998.
In light of this development, Stone Rivet, with the consent of
Envirotest, has extended its tender offer for all of the outstanding Shares of
Envirotest. The tender offer, scheduled to expire at 12:00 midnight, Eastern
Standard Time, on Wednesday, September 30, 1998, is now scheduled to expire at
12:00 midnight, Eastern Standard Time, on Tuesday, October 13, 1998, unless
further extended. The depositary for the Shares, IBJ Schroder Bank Trust
Company, has advised Stone Rivet that, as of 5:00 p.m., Eastern Standard Time,
on Monday, September 28, 1998, approximately 4,438,625 Shares representing 36.6%
of the total outstanding Shares (assuming conversion of all of the Class B and C
shares into Shares) had been validly tendered and not withdrawn pursuant to the
tender offer.
Stone Rivet confirmed its intention to acquire Envirotest in
accordance with the terms of the tender offer.
