EXHIBIT (A)(10)
SMT HEALTH SERVICES INC.
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
June 30, 1997
To our Stockholders:
I am pleased to inform you that, on June 24, 1997, SMT Health Services Inc.
("SMT") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Three Rivers Holding Corp. ("Parent") and Three Rivers Acquisition Corp.,
a wholly owned subsidiary of Parent ("Purchaser"), affiliates of Apollo
Management, L.P., pursuant to which Purchaser has commenced a cash tender
offer (the "Offer") to purchase all of the outstanding shares of SMT Common
Stock (the "Shares") for $11.75 per share, net to the seller in cash. Under
the Merger Agreement, the Offer will be followed by a merger (the "Merger") in
which, among other things, any and all remaining Shares of SMT Common Stock
will be converted into the right to receive $11.75 per share in cash, without
interest.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND
HAS DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST
INTEREST OF THE STOCKHOLDERS OF SMT AND RECOMMENDS THAT ALL OF THE
STOCKHOLDERS OF SMT ACCEPT THE OFFER, TENDER THEIR SHARES AND APPROVE THE
MERGER AGREEMENT AND THE MERGER, IF REQUIRED BY LAW.
Enclosed is a copy of SMT's Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the Securities and Exchange Commission, which
includes detailed information regarding the factors considered by your Board
of Directors in its deliberations, and certain information regarding the Offer
and the Merger. Included as Annex B to the Schedule 14D-9 is a copy of the
written opinion dated June 24, 1997 of ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., SMT's financial
advisor, to the effect that, as of such date and based upon and subject to
certain matters stated therein, the cash consideration to be received by
holders of Shares (other than Parent and its affiliates) in the Offer and
Merger was fair to such holders from a financial point of view.
A more complete description of the Offer and the Merger is set forth in the
Offer to Purchase dated June 30, 1997, together with related materials,
including a Letter of Transmittal to be used for tendering your Shares. These
documents set forth the terms and conditions of the Offer, describe the terms
of the Merger and provide instructions as to how to tender your Shares. I urge
you to read the enclosed material carefully before making a decision with
respect to tendering your Shares in the Offer.
Sincerely,
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman of the Board, Chief
Executive Officer and President
