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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
AMENDMENT NO. 1
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. 1 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 August 28, 1998, the Purchaser issued a press release, the text of which
is attached hereto as Exhibit 99(a)(9) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99(a)(9) Text of press release, dated August 28, 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.
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Date: August 28, 1998
STONE RIVET, INC.
By: /s/ TERRENCE P. MCKENNA
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Name: Terrence P. McKenna
Title: President and Chief Executive Officer
Date: August 28, 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)(9)
STONE RIVET, INC. ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO ANTITRUST
WAITING PERIOD
LONDON, England -- August 28, 1998 -- Stone Rivet, Inc. announced today
that on August 25, 1998, its indirect parent company, Newmall Limited, received
notice of early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act with respect to its tender offer for all outstanding
shares of Class A common stock of Envirotest Systems Corp. (AMEX: ENR) at $17.25
per share, net to the seller in cash. The early termination of the waiting
period satisfies one of the conditions of Stone Rivet's obligation to proceed
with the tender offer.
