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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 1996
Coach USA, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-28056 76-0496471
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
4801 Woodway - Suite 300E
Houston, Texas 77056
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (888) COACH-US
Item 2. Acquisition or Disposition of Assets
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On May 17, 1996, Coach USA, Inc. (the "Company") completed the
previously reported proposed acquisition, by separate merger transactions, of
six motorcoach businesses (Suburban Transit Corp. and its six affiliated
entities ("Suburban"), Grosvenor Bus Lines, Inc., which does business as Gray
Line of San Francisco ("Gray Line SF"), Leisure Time Tours ("Leisure"),
Community Bus Lines, Inc. and its five affiliated entities ("Community"), Cape
Transit Corp., which does business as Adventure Trails ("Adventure Trails"), and
Arrow Stage Lines, Inc. ("Arrow")); Suburban, Gray Line SF, Leisure, Community,
Adventure and Arrow are collectively referred to as the "Founding Companies"),
for consideration in the aggregate of approximately $95.2 million, consisting of
approximately $23.8 million in cash and 5,099,687 shares of Common Stock of the
Company. The referenced mergers were consummated in connection with and
simultaneously with the closing of the Company's initial public offering of
Common Stock (the "IPO") on May 17, 1996.
The consideration paid by the Company, the cash portion of which
constituted cash proceeds from the IPO, was determined through negotiations
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between the Company and representatives of the Founding Companies. Certain
directors and executive officers of the Founding Companies became directors and
executive officers of the Company upon the consummation of the mergers and the
IPO.
Prior to the mergers, each of the Founding Companies owned a number of
motorcoaches which they used for charter, tour, sightseeing and non-municipal
commuter and transit motorcoach services. The Company intends to continue to use
such motorcoaches for such purposes.
Item 7. Financial Statements and Exhibits
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(c) Exhibits. The following exhibits are filed with this Form 8-K.
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2.1 Agreement and Plan of Organization, dated as of March
21, 1996, by and among Coach USA, Inc., Suburban
Transit Corp. and affiliated entities, Suburban
Trails Acquisition Corp. and affiliated entities and
the Stockholders named therein (Incorporated by
reference to Exhibit 2.1 to Amendment No. 1 to the
Registration Statement on Form S-1 (File No.
333-2704)) of the Company
2.2 Agreement and Plan of Organization, dated as of March
21, 1996, by and among Coach USA, Inc., Grosvenor Bus
Lines, Inc., Grayline Acquisition Corp. and the
Stockholders named therein (Incorporated by reference
to Exhibit 2.2 to Amendment No. 1 to the Registration
Statement on Form S-1 (File No. 333-2704)) of the
Company
2.3 Agreement and Plan of Organization, dated as of March
21, 1996, by and among Coach USA, Inc., Leisure Time
Tours, Leisure Line Acquisition Corp. and the
Stockholders named therein (Incorporated by reference
to Exhibit 2.3 to Amendment No. 1 to the Registration
Statement on Form S-1 (File No. 333-2704)) of the
Company
2.4 Agreement and Plan of Organization, dated as of March
21, 1996, by and among Coach USA, Inc., Community
Coach, Inc. and affiliated entities, Community Coach
Acquisition Corp. and affiliated entities and the
Stockholders named therein (Incorporated by reference
to Exhibit 2.4 to Amendment No. 1 to the Registration
Statement on Form S-1 (File No. 333-2704)) of the
Company
2.5 Agreement and Plan of Organization, dated as of March
21, 1996, by and among Coach USA, Inc., Arrow Stage
Lines, Inc., Arrow Stage Acquisition Corp. and the
Stockholders named therein (Incorporated by reference
to Exhibit 2.5 to Amendment No. 1 to the Registration
Statement on Form S-1 (File No. 333-2704)) of the
Company
2.6 Agreement and Plan of Organization, dated as of March
21, 1996, by and among Coach USA, Inc., Cape Transit
Corp., Adventure Trails Acquisition Corp. and the
Stockholders named therein (Incorporated by reference
to Exhibit 2.6 to Amendment No. 1 to the Registration
Statement on Form S-1 (File No. 333-2704)) of the
Company
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Coach USA, Inc.
(Registrant)
Date: May 31, 1996 By:/s/ Richard H. Kristinik
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Richard H. Kristinik
Chairman of the Board and
Chief Executive Officer
