EXHIBIT (A)(5)
OFFER TO PURCHASE
ALL OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED RIGHTS)
OF
SMT HEALTH SERVICES INC.
AT
$11.75 NET PER SHARE IN CASH
BY
THREE RIVERS ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
THREE RIVERS HOLDING CORP.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, JULY 28, 1997, UNLESS THE OFFER IS EXTENDED.
June 30, 1997
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated June 30, 1997
(the "Offer to Purchase"), and a related Letter of Transmittal (which together
constitute the "Offer") relating to an offer by Three Rivers Acquisition
Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary
of Three Rivers Holding Corp., a Delaware corporation ("Parent"), to purchase
shares of Common Stock, $.01 par value (the "Shares"), of SMT Health Services
Inc., a Delaware corporation (the "Company"), including the associated Rights
(as hereinafter defined), at a purchase price of $11.75 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer. Also enclosed is the Letter to Stockholders of the Company from the
President, Chief Executive Officer and Chairman of the Board of the Company
accompanied by the Company's Solicitation/Recommendation Statement on Schedule
14D-9. Unless the context otherwise requires, all references herein to Shares
shall include the associated Rights (as defined in the Rights Agreement
between the Company and American Stock Transfer & Trust Company, as Rights
Agent, dated as of November 8, 1995, as amended June 23, 1997). All
capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Offer to Purchase.
THIS MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF THE SHARES
HELD BY US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE THE HOLDER
OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN
BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.
THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND
CANNOT BE USED TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to tender any of or all the
Shares held by us for your account, pursuant to the terms and conditions set
forth in the Offer.
Your attention is directed to the following:
1. The tender price is $11.75 per Share, net to the seller in cash.
2. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE
MERGER AGREEMENT AND HAS DETERMINED THAT THE OFFER AND THE
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MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE STOCKHOLDERS OF THE
COMPANY AND RECOMMENDS THAT ALL OF THE STOCKHOLDERS OF THE COMPANY ACCEPT
THE OFFER, TENDER THEIR SHARES (INCLUDING THE ASSOCIATED RIGHTS) AND
APPROVE THE MERGER AGREEMENT AND THE MERGER, IF REQUIRED BY LAW.
3. The Offer is being made for all outstanding Shares.
4. The Offer is being made pursuant to an Agreement and Plan of Merger
dated as of June 24, 1997 (the "Merger Agreement"), among Parent, the
Purchaser and the Company. The Merger Agreement provides that the Purchaser
will be merged (the "Merger") with and into the Company after the
completion of the Offer and the satisfaction of certain conditions. As a
result of the Merger, each Share (including the associated Rights) issued
and outstanding immediately prior to the Effective Time (as defined in the
Merger Agreement) (other than Shares then owned by the Company, Parent, the
Purchaser, any other direct or indirect subsidiary of Parent or by the
stockholders of the Company, if any, who dissent from the Merger and comply
with all of the provisions of the Delaware General Corporation Law
concerning the right, if applicable, of holders of Shares to seek appraisal
of their Shares) will be converted into the right to receive the price paid
in the Offer in cash, without interest.
5. The Offer is conditioned upon, among other things, (1) there being
validly tendered and not withdrawn prior to the Expiration Date (x) that
number of outstanding Shares which, together with the outstanding Shares
subject to the Stockholder Agreement that shall not have been so tendered,
would represent at least a majority of all outstanding Shares (for purposes
of this clause (x) only, "Shares" shall be deemed to refer only to Shares
outstanding as of the date of the Merger Agreement) and (y) that number of
Shares which, together with the Shares subject to the Stockholder Agreement
that shall not have been so tendered, would represent at least a majority
of the fully diluted Shares (determined on a fully diluted basis for all
outstanding stock options, warrants and any other rights to acquire Shares)
and (2) the Company having obtained certain amendments to, and consents
with respect to, existing equipment lease and other financing arrangements.
6. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Monday, July 28, 1997, unless the Offer is extended by
the Purchaser. In all cases, payment for Shares purchased pursuant to the
Offer will be made only after timely receipt by the Depositary of (a)
certificates for such Shares (or a Book-Entry Confirmation) pursuant to the
procedures set forth in Section 2 of the Offer to Purchase, (b) a Letter of
Transmittal (or a facsimile copy thereof), properly completed and duly
executed, or an "Agent's Message" (as defined in Section 4 of the Offer to
Purchase) and (c) any other documents required by the Letter of
Transmittal.
7. The Purchaser will pay any stock transfer taxes with respect to the
transfer and sale of Shares to it or its order pursuant to the Offer,
except as otherwise provided in Instruction 6 of the Letter of Transmittal.
If you wish to have us tender any of or all your Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction
form set forth below. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified below. YOUR INSTRUCTIONS TO US SHOULD BE
FORWARDED PROMPTLY TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE
EXPIRATION OF THE OFFER.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal. The Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Shares in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with the laws
of such jurisdiction. If the securities laws of any jurisdiction require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to
be made on behalf of the Purchaser by Donaldson, Lufkin & Jenrette Securities
Corporation, the Dealer Manager, or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
ALL OUTSTANDING SHARES OF COMMON STOCK OF
SMT HEALTH SERVICES INC.
The undersigned acknowledges receipt of your letter enclosing the Offer to
Purchase dated June 30, 1997, of Three Rivers Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Three Rivers Holding Corp., a
Delaware corporation, and the related Letter of Transmittal, relating to
shares of Common Stock, $.01 par value (the "Shares"), of SMT Health Services
Inc., a Delaware corporation.
This will instruct you to tender the number of Shares indicated below (or if
no number is indicated below, all Shares) held by you for the account of the
undersigned on the terms and conditions set forth in such Offer to Purchase
and the related Letter of Transmittal.
Number of Shares to be Tendered:*
........................ Shares
SIGN HERE
Signature(s)...............................................................
(Print Name(s))............................................................
(Print Address(es))........................................................
(Area Code and Telephone Number(s))........................................
(Taxpayer Identification or Social Security Number(s)).....................
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*Unless otherwise indicated, it will be assumed that all of your Shares held
by us for your account are to be tendered.
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