As filed with the Securities and Exchange Commission on August 15, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
COACH USA, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4141 76-0496471
(state or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
ONE RIVERWAY - SUITE 600
HOUSTON, TEXAS 77056-1903
(888) COACH-US
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
RICHARD H. KRISTINIK
CHIEF EXECUTIVE OFFICER
COACH USA, INC.
ONE RIVERWAY - SUITE 600
HOUSTON, TEXAS 77056-1903
(888) COACH-US
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
-----------------------
Copy to:
DOUGLAS M. CERNY
COACH USA, INC.
ONE RIVERWAY - SUITE 600
HOUSTON, TEXAS 77056-1903
(888) COACH-US
-----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
-----------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
<TABLE>
<CAPTION>
REGISTRATION FEE
==================================================================================================================
<S> <C> <C> <C>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
--------------------------- ------------------------ ----------------
Common Stock, $.01 par value $103,033,000 $ 31,223 (1)
==================================================================================================================
</TABLE>
-----------------------
(1) Calculated in accordance with Rule 457(c), based on the average of the
high and low prices of the Common Stock on the NYSE on August 11, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
EXPLANATORY NOTE
This registration statement contains two forms of prospectus: one to be
used by the registrant in connection with the issuance and sale from time to
time by the registrant of shares of Common Stock in connection with its
acquisition of the securities and assets of other businesses (the "Company
Prospectus") and one to be used by certain persons who have received shares of
Common Stock of the registrant in connection with acquisitions by the registrant
of securities or assets held by such persons, or their transferees, and who wish
to offer and sell such shares in transactions in which they and any
broker-dealer through whom such shares are sold may be deemed to be Underwriters
within the meaning of the Securities Act of 1933, as amended (the "Selling
Stockholders Prospectus"). The Company Prospectus and the Selling Stockholders
Prospectus will be identical in all respects except that they will contain
different front and back cover pages and the Selling Stockholders Prospectus
will contain an additional section under the caption "Manner of Offering." The
Company Prospectus is included herein and is followed by those pages to be used
in the Selling Stockholders Prospectus which differ from, or are in addition to,
those in the Company Prospectus. Each of the alternate or additional pages for
the Selling Stockholders Prospectus included herein has been labeled "Alternate
Page for Selling Stockholders Prospectus." If required pursuant to Rule 424(b)
of the General Rules and Regulations under the Securities Act of 1933, as
amended, ten copies of each of the prospectuses in the forms in which they are
used after the registration statement becomes effective will be filed with the
Securities and Exchange Commission.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion
August 14, 1997
3,500,000 SHARES
[GRAPHIC OMITTED]
COACH USA
COMMON STOCK
-----------------------
This Prospectus relates to the offer and sale from time to time by Coach
USA, Inc. (the "Company") of up to 3,500,000 shares of common stock, $.01 par
value (the "Common Stock"), in connection with acquisitions of other businesses,
properties, or securities.
The Company intends to concentrate on acquisitions which would complement
its current mix of motorcoach holdings. The consideration for any such
acquisition may consist of Common Stock, cash, notes or other evidences of debt,
assumptions of liabilities or a combination thereof. The Common Stock covered by
this Prospectus may be issued in exchange for shares of capital stock,
partnership interests or other assets representing an interest, direct or
indirect, in other companies or other entities, in exchange for assets used in
or related to the business of such entities or otherwise pursuant to the
agreements providing for such acquisitions. The terms of such acquisitions and
of the issuance of Common Stock under acquisition agreements will generally be
determined by direct negotiations with the owners or controlling persons of the
business or properties to be acquired or, in the case of entities that are more
widely held, through exchange offers to stockholders or documents soliciting the
approval of statutory mergers, consolidations or sales of assets. It is
anticipated that the Common Stock issued in any such acquisition will be valued
at a price reasonably related to the market value of the Common Stock either at
the time of agreement on the terms of an acquisition or at the time of delivery
of the Common Stock.
It is not expected that underwriting discounts or commissions will be paid
by the Company in connection with issuances of Common Stock under this
Prospectus. However, finders' fees or brokers' commissions may be paid from time
to time in connection with specific acquisitions, and such fees may be paid
through the issuance of Common Stock covered by this Prospectus. Any person
receiving such a fee may be deemed to be an underwriter within the meaning of
the Securities Act of 1933.
As of August 5, 1997 the Company had 19,517,974 shares of its Common Stock
outstanding, 10,329,604 of which are registered and available for unrestricted
trading on the New York Stock Exchange (the "NYSE"). The shares of Common Stock
offered hereby have been approved for trading on the NYSE. On August 13, 1997,
the closing price of the Common Stock on the NYSE was $29 7/16 per share as
published in The Wall Street Journal on August 14, 1997.
The Company is a Delaware corporation and all references herein to the
Company refer to the Company and its subsidiaries.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED CAREFULLY BY PROSPECTIVE INVESTORS IN THE
COMMON STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza Building,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and its regional
offices located at 7 World Trade Center, 13th Floor, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such materials can be obtained from the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains an Internet Web site that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the Commission. The address of that site is
http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on
Form S-4 under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and such Common Stock, reference is made
to such Registration Statement and exhibits. A copy of the Registration
Statement on file with the Commission may be obtained from the Commission's
principal office in Washington, D.C. upon payment of the fees prescribed by the
Commission or through the Commission's Internet Web site.
The Company's Common Stock is traded on the NYSE. Proxy statements and
other information concerning the Company can also be inspected at the offices of
the NYSE, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the
Exchange Act are incorporated herein by reference.
(i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(iii) the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997;
(iv) the description of the Common Stock contained in the Company's
registration statement on Form 8-A (File No. 1-12939) filed
with the Commission on April 29, 1997 pursuant to Section 12
of the Exchange Act;
(v) the Company's report on Form 8-K, filed with the Commission on
September 13, 1996, as amended by the Company's Form 8-K/A
filed with the Commission on November 12, 1996; and
(vi) the Company's report on Form 8-K, filed with the Commission on
August 8, 1997.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the shares shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of the documents, including exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
made to: Coach USA, Inc., One Riverway, Suite 600, Houston, Texas 77056,
Attention: Corporate Secretary; telephone 1-888-COACH-US.
2
<PAGE>
THE COMPANY
The Company is the largest provider of motorcoach charter, tour and
sightseeing services and one of the five largest non-municipal providers of
commuter and transit motorcoach services in the United States. The Company also
provides airport ground transportation, paratransit and taxicab and other
related passenger ground transportation services. The Company operates across
the U.S., serving a broad customer base (no single customer accounted for more
than 3% of revenues in 1996) with a fleet of approximately 3,400 motorcoaches
and other high occupancy vehicles.
The motorcoach industry is highly fragmented with approximately 5,000
motorcoach operators which collectively generated approximately $20 billion in
revenues in 1995. The motorcoach industry in the United States can be broadly
divided into three types of services: (i) recreation and excursion (charter,
tour and sightseeing); (ii) commuter and transit; and (iii) regularly scheduled
intercity services. The Company operates primarily in the first two categories,
which collectively generated approximately $19 billion in revenues in 1995. The
Company believes there will be increasing demand for recreation and excursion
services, commuter and transmit motorcoach services and airport related services
for a broad range of customers based on a number of factors, including: growing
travel and tourism industry, privatization, outsourcing, expanding metropolitan
areas and increasing airport congestion.
The Company enjoys a number of business attributes that position it to
benefit, both financially and operationally, from the consolidation of a highly
fragmented industry. The Company believes that it can continue to achieve
significant economies of scale as it acquires and integrates additional
motorcoach operators (such as savings in insurance, equipment purchases,
financing and the centralization of certain administrative functions), which
should provide continued margin expansion. The Company also believes that the
centralization of these attention-diverting administrative and support functions
will allow the management of the operating companies and any other acquired
businesses to focus on pursuing new business opportunities and improving
equipment utilization and yields. The Company is diversified from the standpoint
of geography, customer base and type of business, characteristics which provide
it with insulation from disruption in any particular area, customer or business.
In addition, the Company benefits from a strong balance sheet as a result of its
two 1996 equity offerings in which it raised $96.6 million, as well as from its
strategy of using its common stock, par value $.01 per share (the "Common
Stock"), as a significant component of the consideration for its acquisitions.
The Company's objective is to be the largest provider of regional and
local motorcoach and passenger ground transportation services in the United
States by implementing a growth strategy which concentrates on acquisitions,
internal growth and economies of scale.
3
<PAGE>
RISK FACTORS
An investment in the Company involves a significant degree of risk.
Prospective investors should consider carefully the following factors in
addition to other information included in this Prospectus before making an
investment in the Common Stock. This Prospectus contains forward-looking
statements concerning the Company's operations, economic performance and
financial condition, including, in particular, the likelihood of the Company's
success in developing and expanding its business. These statements are based
upon a number of assumptions and estimates that are inherently subject to
significant uncertainties and contingencies, many of which are beyond the
control of the Company, and reflect future business decisions that are subject
to change. Some of these assumptions inevitably will not materialize, and
unanticipated events will occur that will affect the Company's results.
EFFECTS OF LEVERAGE
The Company is highly leveraged. The Company's ability to make
scheduled payments of principal of, or to pay the interest or liquidated
damages, if any, on, or to refinance, its indebtedness, or to fund planned
capital expenditures or future acquisitions will depend on its future
performance, which, to a certain extent, is subject to general economic,
financial, competitive, legislative, regulatory and other factors that are
beyond its control. Based upon the current level of operations and anticipated
cost savings and revenue growth, management believes that cash flow from
operations and available cash, together with available borrowings under the
Company's revolving Credit Facility, will be adequate to meet the Company's
anticipated future requirements for working capital, budgeted capital
expenditures, acquisitions and scheduled payments of principal and interest on
its indebtedness for the next several years. The Company may, however, need to
refinance all or a portion of the principal of its indebtedness on or prior to
maturity. There can be no assurance that the Company's business will generate
sufficient cash flow from operations or that anticipated revenue growth and
operating improvements will be realized or that future borrowings will be
available under the Credit Facility in an amount sufficient to enable the
Company to service its indebtedness, make anticipated capital expenditures or
fund future acquisitions. In addition, there can be no assurance that the
Company will be able to effect any such refinancing on commercially reasonable
terms or at all.
LIMITED COMBINED OPERATING HISTORY
The Company was founded in September 1995 but conducted no operations
and generated no revenues prior to the closing of the initial public offering in
May 1996. The Company acquired six founding companies (the "Founding Companies")
simultaneously with the closing of the initial public offering. Prior to their
acquisition by the Company, the Founding Companies and all subsequent
acquisitions operated as separate independent entities, and there can be no
assurance that the Company will be able to successfully integrate the operations
of these businesses or institute the necessary Company-wide systems and
procedures to successfully manage the combined enterprise on a profitable basis.
The Company's management group has been assembled for approximately 18 months,
and there can be no assurance that the management group will be able to
effectively manage the combined entity or effectively implement the Company's
internal growth strategy and acquisition program. The historical financial
results of the Company, the Founding Companies and the subsequent acquisitions
cover periods when the Company, the Founding Companies and the subsequent
acquisitions were not under common control or management and, therefore, may not
be indicative of the Company's future financial or operating results. The
inability of the Company to successfully integrate the Founding Companies and
the subsequent acquisitions could have a material adverse effect on the
Company's business, financial condition and results of operations and would make
it unlikely that the Company's acquisition program could continue to be
successful.
HOLDING COMPANY STRUCTURE
The Company conducts all of its operations through subsidiaries.
Accordingly, the Company relies on dividends and cash advances from its
subsidiaries to provide funds necessary to meet its obligations. The ability of
any such subsidiary to pay dividends or make cash advances is subject to
applicable laws and contractual restrictions, including restrictions under
credit agreements between such subsidiaries and third party lenders.
4
<PAGE>
CAPITAL AVAILABILITY RISKS RELATED TO ACQUISITION FINANCING
The Company intends to continue to finance future acquisitions by
issuing shares of its Common Stock for all or a substantial portion of the
consideration to be paid. In the event that the Common Stock does not maintain a
sufficient market value, or potential acquisition candidates are otherwise
unwilling to accept Common Stock as part of the consideration for the sale of
their businesses, the Company may be required to utilize more of its cash
resources, if available, in order to maintain its acquisition program. If the
Company does not have sufficient cash resources, its growth could be limited
unless it is able to obtain additional capital through debt or equity
financings. Although the Company has established a line of credit which provides
for aggregate credit capacity of $380 million, there can be no assurance that
the Company will be able to obtain all the financing it will need in the future
on terms the Company deems acceptable.
The Credit Facility contains customary restrictive covenants, including
requiring the Company to maintain: consolidated Net Worth, as defined therein,
plus consolidated Subordinated Debt, as defined therein, at a level not less
than (i) the greater of 90% of the consolidated Net Worth of the Company as of
June 30, 1996, or $35,000,000, plus (ii) 90% of the Company's cumulative annual
consolidated net earnings, plus (iii) 100% of the net proceeds resulting from
sales or issuances of stock or subordinated debt; Tangible Net Worth, as defined
therein, of the Company at not less than 40% of the consolidated Net Worth of
the Company, a ratio of consolidated Funded Debt, as defined therein, of the
Company less the Subordinated Debt, as defined therein, of the Company to the
consolidated EBITDA, as defined therein, of the Company of no greater than 3.0
to 1.0; and a Fixed Charge Coverage Ratio, as defined therein, of not less than
1.25 to 1.0.
RISKS RELATED TO THE COMPANY'S ACQUISITION STRATEGY
The Company intends to continue to grow primarily through the
acquisition of additional motorcoach and other passenger ground transportation
businesses. Increased competition for acquisition candidates may develop, in
which event there may be fewer acquisition opportunities available to the
Company as well as higher acquisition prices. There can be no assurance that the
Company will be able to continue to identify, acquire or profitably manage
additional businesses or successfully integrate acquired businesses, if any,
into the Company without substantial costs, delays or other operational or
financial problems. Further, acquisitions involve a number of special risks,
including possible adverse effects on the Company's operating results, diversion
of management's attention, failure to retain key acquired personnel, risks
associated with unanticipated events or liabilities and amortization of acquired
intangible assets, some or all of which could have a material adverse effect on
the Company's business, financial condition and results of operations. In
addition, there can be no assurance that the Founding Companies, the subsequent
acquisitions or other businesses acquired in the future will achieve anticipated
revenues and earnings.
LABOR RELATIONS
A majority of the Company's employees are motorcoach drivers. Many of
the Company's employees are members of various labor unions. The Company's
inability to negotiate acceptable contracts with these unions as existing
agreements expire could result in strikes by the affected workers and increased
operating costs as a result of higher wages or benefits paid to union members.
If the unionized employees were to engage in a strike or other work stoppage, or
other employees were to become unionized, the Company could experience a
significant disruption of its operations and higher ongoing labor costs, which
could have a material adverse effect on the Company's business and results of
operations.
SUBSTANTIAL SEASONALITY OF THE MOTORCOACH BUSINESS
The motorcoach business is subject to seasonal variations in
operations. During the winter months, operating costs are higher due to the cold
weather and demand for motorcoach services is lower, particularly because of a
decline in tourism. As a result, the Company expects its revenues and results of
operations to be lower in the first and fourth quarters than in the second and
third quarters of each year.
5
<PAGE>
FUEL PRICES AND TAXES
Fuel is a significant cost to the Company. Fuel prices arc subject to
sudden increases as a result of variations in supply levels and demand. Any
sustained increase in fuel prices could adversely affect the Company's results
of operations unless it were able to increase prices. From time to time, there
are efforts at the Federal or state level to increase fuel or highway use taxes,
which, if enacted, also could adversely affect the Company's results of
operations.
INSURANCE COSTS; CLAIMS
The Company's cost of maintaining personal injury, property damage and
workers' compensation insurance is significant. The Company could experience
higher insurance premiums as a result of adverse claims experience or because of
general increases in premiums by insurance carriers for reasons unrelated to the
Company's own claims experience. As an operator of motorcoaches and other
vehicles, the Company is exposed to claims for personal injury or death and
property damage as a result of accidents. The Company is self-insured for the
first $100,000 of losses per incident involving a motorcoach and is self-insured
for the first $250,000 of losses per incident involving a taxicab. If the
Company were to experience a significant increase in the number of claims for
which it is self-insured or claims in excess of its insurance limits, its
results of operations and financial condition would be adversely affected.
CAPITAL REQUIREMENTS
The Company's operations require significant capital in order to
maintain a modem fleet of motorcoaches and to achieve internal growth. The
Company has historically financed the acquisition of new motorcoaches with debt
financing. A new motorcoach costs in excess of $300,000, and there can be no
assurance that adequate financing will be available in the future on terms
favorable to the Company to enable the Company to efficiently maintain
operations and implement any expansion of service through a larger fleet. In
addition, as motorcoaches age, they require increasing amounts of maintenance
and, therefore, are more expensive to operate. The Company's inability to
obtain, or a material delay in obtaining, the financing necessary to acquire
replacement motorcoaches as needed would have an adverse effect on the Company's
results of operations due to higher operating costs associated with operating an
aging fleet.
GOVERNMENT SUBSIDIES
Payments to the Company under a number of its commuter and transit
contracts are funded through Federal or state subsidy programs, and, without
these subsidies, the state or local transit authority may be unwilling to
continue to renew these contracts. In addition, many of the motorcoaches
provided at nominal rent to the Company under these contracts are purchased with
funds provided by Federal programs. If funding for these Federal programs were
eliminated or curtailed, the Company would be required to operate existing
motorcoaches longer than economically practicable or be forced to acquire
replacement equipment. Either alternative could result in an increase in the
Company's costs of operations or could cause the Company to decide not to renew
some of its contracts.
SIGNIFICANT REGULATION
As a result of the enactment of the ICC Termination Act of 1995,
interstate motorcoach operations previously regulated by the Interstate Commerce
Commission became subject, as of January 1, 1996, to regulatory requirements
administered by the Federal Highway Administration (the "FHWA") and the new
Surface Transportation Board, both units of the United States Department of
Transportation. Motorcoach operators subject to FHWA are required to be
registered with the FHWA and to maintain minimum amounts of insurance. The
Surface Transportation Board (the "STB") must approve or exempt any
consolidation or merger of two or more regulated interstate motorcoach operators
or the acquisition of one such operator by another. As of May 15, 1997, the STB
had exempted from regulatory
6
<PAGE>
approval requirements each of the acquisition transactions involving
federally-regulated interstate motorcoach operators entered into by the Company
through February 1997. However, acquisitions subsequent to March 1, 1997 and
future acquisitions of other motorcoach operators must be approved or exempted
from the need for regulatory approval by the STB. There can be no assurance that
the Company will be able to obtain such approval or exemption with respect to
such acquisitions. Motorcoach operators are also subject to extensive safety
requirements and requirements imposed by environmental laws, workplace safety
and anti-discrimination laws, including the Americans with Disabilities Act.
Safety, environmental and vehicle accessibility requirements for motorcoach
operators have increased in recent years, and this trend could continue. The
FHWA and state regulatory agencies have broad power to suspend, amend or revoke
the Company's operating authorizations for failure to comply with statutory
requirements, including safety and insurance requirements. A number of states,
such as New Jersey, Nevada and Pennsylvania, require motorcoach operators to
obtain authority to operate over certain specified intrastate routes, and, in
some instances, such authority cannot be obtained if another operator already
has obtained authority to operate on that route. As a result, there may be
regulatory constraints on the expansion of the Company's operations in these
states. Furthermore, the Company currently has a competitive advantage with
respect to certain of its existing route authorities as a result of this
regulatory posture. Therefore, if New Jersey or another highly regulated state
in which the Company has operations were to reduce the level of regulation, the
Company's competitive advantage arising from such regulation could be lost.
Similarly, the Company's taxicab service operations are regulated primarily at
the local municipality level. Local regulations applicable to taxicab services
focus on the entry of new operators into the marketplace and the aggregate
number of vehicles which will have authority to operate as well as the fares
that can be charged for providing transportation services via taxicabs. These
regulations may limit the Company's ability to expand the size of its taxicab
fleet.
POTENTIAL EXPOSURE TO ENVIRONMENTAL LIABILITIES
The Company's operations are subject to various environmental laws and
regulations, including those dealing with air emissions, water discharges and
the storage, handling and disposal of petroleum and hazardous substances. The
motorcoach and ground passenger transportation services industry may in the
future become subject to stricter regulations. There have been spills and
releases of hazardous substances, including petroleum and petroleum related
products, at several of the Company's operating facilities in the past. As a
result of past and future operations at these facilities, the Company may be
required to incur remediation costs and may be subject to penalties. In
addition, although the Company intends to conduct appropriate due diligence with
respect to environmental matters in connection with future acquisitions, there
can be no assurance that the Company will be able to identify or be indemnified
for all potential environmental liabilities relating to any acquired business.
SUBSTANTIAL COMPETITION
The motorcoach and ground transportation industry is highly
competitive, fragmented and subject to rapid change, particularly with regard to
recreational and excursion services and commuter and transit services. There are
numerous other companies that provide these services, a number of which are as
large or larger than the Company on a national or regional basis and thousands
of which are small, independent and serve local populations. Certain of these
competitors operate in several of the Company's existing or target markets, and
others may choose to enter those markets in the future. The majority of the
Company's competition is made up of smaller regional or local operators with a
strong presence in their respective local markets. As a result of these factors,
the Company may lose customers or have difficulty in acquiring new customers.
RELIANCE ON KEY PERSONNEL
The Company's operations are dependent on the continued efforts of its
executive officers and the senior management of the operating subsidiaries.
Furthermore, the Company will likely be dependent on the senior management of
any businesses acquired in the future. If any of these persons becomes unable to
continue in his or her present role, or if the Company is unable to attract and
retain other qualified employees, the Company's business or prospects could be
adversely affected. Although the Company or an operating subsidiary has entered
into an
7
<PAGE>
employment agreement with each of the Company's executive officers and key
managers, there can be no assurance that any individual will continue in his
present capacity with the Company or operating subsidiary for any particular
period of time. The Company does not intend to obtain key man life insurance
covering any of its executive officers or other members of senior management.
8
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Company's Common Stock traded on the Nasdaq National Market from
May 14, 1996 to May 8, 1997, when it began trading on the NYSE. The following
table sets forth the high and low last sale prices for the Common Stock for the
period from May 14, 1996, the date of the initial public offering.
<TABLE>
<CAPTION>
1996 High Low
<S> <C> <C>
---- ---
Second quarter (from May 14).................................. $ 22 3/4 $ 17 5/8
Third quarter................................................. 27 1/2 18
Fourth quarter................................................ 32 25
</TABLE>
<TABLE>
<CAPTION>
1997
<S> <C> <C>
First Quarter................................................. 34 1/4 28
Second Quarter................................................ 30 1/4 25 1/4
Third quarter (through August 13)............................. 29 15/16 24 15/16
</TABLE>
At August 6, 1997, there were approximately 178 stockholders of record
of the Company's Common Stock. On August 13, 1997, the last reported sale price
of the Common Stock on the NYSE was $29 7/16 per share.
The Company intends to retain all of its earnings, if any, to finance
the expansion of its business and for general corporate purposes, including
future acquisitions, and does not anticipate paying any cash dividends on its
Common Stock for the foreseeable future. In addition, the Company's revolving
credit facility includes, and any additional lines of credit established in the
future may include, restrictions on the ability of the Company to pay dividends
without the consent of the lender.
9
<PAGE>
SECURITIES COVERED BY THIS PROSPECTUS
The Common Stock covered by this Prospectus are available for use in
future acquisitions of businesses, properties or securities of entities or
persons engaged in the motorcoach, taxicab and other related ground
transportation businesses. The consideration offered by the Company in such
acquisitions, in addition to the Common Stock offered by this Prospectus, may
include cash, debt or other Company securities, or assumption by the Company of
liabilities of the businesses being acquired, or a combination thereof. It is
contemplated that the terms of each acquisition will be determined by
negotiations between the Company and the management or the owners of the assets
to be acquired or the owners of the securities (including newly issued
securities) to be acquired, with the Company taking into account the quality of
management, the past and potential earning power and growth of the assets or
securities to be acquired, and other relevant factors. It is anticipated that
the Common Stock issued in acquisitions hereunder will be valued at a price
reasonably related to the market value of the Common Stock either at the time
the terms of the acquisition are tentatively agreed upon or at or about the time
or times of delivery of the shares.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered by
this Prospectus has been passed upon for the Company by Douglas M. Cerny,
General Counsel to the Company.
Mr. Cerny owns 89,000 shares of Common Stock of the Company and holds
options to purchase 100,000 shares of Common Stock, 20,000 of which are
exercisable within the next 60 days and 80,000 of which are not exercisable
within the next 60 days.
10
<PAGE>
================================================================================
No person has been authorized in connection with this offering to give
any information or to make any representations not contained in this Prospectus
and, if given or made such information or representations must not be relied
upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby to any person or by anyone in any jurisdiction in
which it is unlawful to make such an offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that the information contained herein is correct as of
any time subsequent to the date hereof.
------------------
TABLE OF CONTENTS
Page
----
Available Information................................ 2
Incorporation of Certain Documents by
Reference......................................... 2
The Company.......................................... 3
Risk Factors......................................... 4
Price Range of Common Stock and Dividend
Policy............................................ 9
Securities Covered by this Prospectus ............... 10
Legal Matters........................................ 10
================================================================================
================================================================================
3,500,000 SHARES
[GRAPHIC OMITTED]
COACH USA
COMMON STOCK
----------------------
PROSPECTUS
----------------------
, 1997
================================================================================
<PAGE>
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION
August 14, 1997
3,500,000 SHARES
[GRAPHIC OMITTED]
COACH USA
COMMON STOCK
-----------------------
This Prospectus, as appropriately amended or supplemented, may be used from
time to time principally by persons (the "Selling Stockholders") who have
received shares of common stock, par value $0.01 per share (the "Common Stock"),
of Coach, USA, Inc. (the "Company") in connection with the acquisition by the
Company of securities or assets held by such persons, or their transferees, and
who wish to offer and sell such shares of Common Stock in transactions in which
they and any broker-dealer through whom such shares are sold may be deemed to be
Underwriters within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), as more fully described herein. The Company will receive none
of the proceeds from any such sale. Any commissions paid or concessions allowed
to any broker-dealer, and, if any broker-dealer purchases such shares as
principal, any profits received on the resale of such shares, may be deemed to
be underwriting discounts and commissions under the Securities Act. Printing,
certain legal and accounting, filing and other similar expenses of this offering
will be paid by the Company. The Selling Stockholders will generally bear all
other expenses of this offering, including brokerage fees and any underwriting
discounts or commissions.
The Registration Statement of which this Prospectus is a part also relates
to the offer and issuance by the Company from time to time of 3,500,000 shares
of Common Stock in connection with its acquisition of the securities and assets
of other businesses.
As of August 5, 1997 the Company had 19,517,974 shares of its Common Stock
outstanding, 10,329,604 of which are registered and available for unrestricted
trading on the NYSE. The shares of Common Stock offered hereby have been
approved for trading on the NYSE. On August 13, 1997, the closing price of the
Common Stock on the NYSE was $29 7/16 per share as published in The Wall Street
Journal on August 14, 1997.
The Company is a Delaware corporation and all references herein to the
Company refer to the Company and its subsidiaries.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED CAREFULLY BY PROSPECTIVE INVESTORS IN THE COMMON STOCK
OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1997.
<PAGE>
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
MANNER OF OFFERING
This Prospectus, as appropriately amended or supplemented, may be used
from time to time principally by persons who have received shares of Common
Stock in connection with acquisitions by the Company of securities and assets
held by such persons, or their transferees, and who wish to offer and sell such
shares of Common Stock (such persons are herein referred to as "Selling
Stockholders") in transactions in which they and any broker-dealer through whom
such shares are sold may be deemed to be Underwriters within the meaning of the
Securities Act. The Company will receive none of the proceeds from any such
sales. There presently are no arrangements or understandings, formal or
informal, pertaining to the distribution of the shares of Common Stock described
herein. Upon the Company being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares of Common Stock bought through a block trade, special offering, exchange
distribution or secondary distribution, a supplemented Prospectus will be filed,
pursuant to Rule 424(b) under the Securities Act, setting forth (i) the name of
each Selling Stockholder and the participating broker-dealer(s), (ii) the number
of shares involved, (iii) the price at which the shares were sold, (iv) the
commissions paid or the discounts allowed to such broker-dealer(s), where
applicable, (v) that such broker-dealer(s) did not conduct any investigation to
verify the information set out in this Prospectus and (vi) other facts material
to the transaction.
Selling Stockholders may sell the shares being offered hereby from time
to time in transactions (which may involve crosses and block transactions) on
the NYSE, in negotiated transactions or otherwise, at market prices prevailing
at the time of the sale or at negotiated prices. Selling Stockholders may sell
some or all of the shares in transactions involving broker-dealers, who may act
solely as agent and/or may acquire shares as principal. Broker-dealers
participating in such transactions as agent may receive commissions from Selling
Stockholders (and, if they act as agent for the purchaser of such shares, from
such purchaser), such commissions computed in appropriate cases in accordance
with the applicable rules of the NYSE, which commissions may be at negotiated
rates where permissible under such rules. Participating broker-dealers may agree
with Selling Stockholders to sell a specified number of shares at a stipulated
price per share and, to the extent such broker-dealer is unable to do so acting
as an agent for the Selling Stockholder, to purchase as principal any unsold
shares at the price required to fulfill the broker-dealer's commitment to
Selling Stockholders. In addition or alternatively, shares may be sold by
Selling Stockholders and/or by or through other broker-dealers in special
offerings, exchange distributions or secondary distributions pursuant to and in
compliance with the governing rules of the NYSE, and in connection therewith
commissions in excess of the customary commission prescribed by such governing
rules may be paid to participating broker-dealers, or, in the case of certain
secondary distributions, a discount or concession from the offering price may be
allowed to participating broker-dealers in excess of the customary commission.
Broker-dealers who acquire shares as principal may thereafter resell such shares
from time to time in transactions (which may involve crosses and block
transactions and which may involve sales to or through other broker-dealers,
including transactions of the nature described in the preceding two sentences)
on the NYSE, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such resales may pay to or receive commissions from the purchaser of such
shares.
The Company may agree to indemnify each Selling Stockholder as an
Underwriter under the Securities Act against certain liabilities, including
liabilities arising under the Securities Act. Each Selling Stockholder may
indemnify any broker-dealer that participates in transactions involving sales of
the shares against certain liabilities, including liabilities arising under the
Securities Act.
The Selling Stockholders may resell the shares offered hereby only if
such securities are qualified for sale under applicable state securities or
"blue sky" laws or exemptions from such registration and qualification
requirements are available.
10
<PAGE>
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
================================================================================
No person has been authorized in connection with this offering to give
any information or to make any representations not contained in this Prospectus
and, if given or made such information or representations must not be relied
upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby to any person or by anyone in any jurisdiction in
which it is unlawful to make such an offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that the information contained herein is correct as of
any time subsequent to the date hereof.
------------------
TABLE OF CONTENTS
Page
----
Available Information................................ 2
Incorporation of Certain Documents by
Reference......................................... 2
The Company.......................................... 3
Risk Factors......................................... 4
Price Range of Common Stock and Dividend
Policy............................................ 9
Manner of Offering .................................. 10
Legal Matters........................................ 11
================================================================================
================================================================================
3,500,000 SHARES
[GRAPHIC OMITTED]
COACH USA
COMMON STOCK
----------------------
PROSPECTUS
----------------------
, 1997
================================================================================
<PAGE>
PART II
All capitalized terms used and not defined in Part II of this
Registration Statement shall have the meanings assigned to them in the
Prospectus which forms a part of this Registration Statement.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with the
offering described in this Registration Statement. All of such amounts (except
the SEC registration fee) are estimated.
SEC Registration Fee................................ $ 31,223
Blue Sky Fees and Expenses.......................... 5,000
Printing and Engraving Costs........................ 2,000
Legal Fees and Expenses............................. 20,000
Accounting Fees and Expenses........................ 10,000
Transfer Agent and Registrar Fees and Expenses...... 4,000
Miscellaneous....................................... 7,777
------------
Total...................................... $ 80,000
============
ITEM 15. Indemnification of Directors and Officers.
The Company's By-laws provide that the Company shall, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Article Seven of the Company's Second Amended and Restated Certificate
of Incorporation provides that the Company's directors will not be personally
liable to the Company or its stockholders for monetary damages resulting from
breaches of their fiduciary duty as directors except (a) for any breach of the
duty of loyalty to the Company or its stockholders, (b) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (c) under Section 174 of the General Corporation Law of the State of
Delaware, which makes directors liable for unlawful dividends or unlawful stock
repurchases or redemptions, or (d) for transactions from which directors derive
improper personal benefit.
<PAGE>
ITEM 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
-------
Number Description
------ -----------
<S> <C> <C>
4.1 -- Form of certificate evidencing ownership of Common Stock of Coach USA (Incorporated
by reference to Exhibit 4.1 to the Registration Statement on Form S-1 (File No. 333-2704)
of the Company)
5.1 -- Opinion of Douglas M. Cerny
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Bumside & Rishebarger PLLC
23.3 -- Consent of Douglas M. Cerny (contained in Exhibit 5.1)
</TABLE>
ITEM 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum offering price set forth in the "Calculation of the Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement
<PAGE>
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The registrant undertakes that every prospectus (i) that is filed
pursuant to the immediately preceding paragraph, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Securities Act of 1933 and is used
in connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 of this Registration
Statement, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-4 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 14th day of August,
1997.
COACH USA, INC.
By: /s/ RICHARD H. KRISTINIK
----------------------------------
Richard H. Kristinik
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard H. Kristinik, Lawrence K. King
and Douglas M. Cerny and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign, execute and file this
registration statement under the Securities Act and any and all amendments
(including, without limitation, post-effective amendments and any amendment or
amendments or additional registration statements filed pursuant to Rule 462
under the Securities Act increasing the amount of securities for which
registration is being sought) to this registration statement, and to file the
same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, to sign any and all
applications, registration statements, notices or other documents necessary or
advisable to comply with the applicable state security laws, and to file the
same, together with other documents in connection therewith, with the
appropriate state securities authorities, granting unto said attorney-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Capacity in Which Signed Date
<S> <C> <C>
/s/ RICHARD H. KRISTINIK Chairman of the Board and August 14, 1997
- -------------------------------------------- Chief Executive Officer
Richard H. Kristinik (Principal Executive Officer)
/s/ LAWRENCE K. KING Senior Vice President, Chief August 14, 1997
- -------------------------------------------- Financial Officer and Director
Lawrence K. King (Principal Financial and
Accounting Officer)
/s/ STEVEN S. HARTER Director August 14, 1997
- --------------------------------------------
Steven S. Harter
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Capacity in Which Signed Date
<S> <C> <C>
/s/ JOHN MERCADANTE, JR. President, Chief Operating August 14, 1997
- -------------------------------------------- Officer and Director
John Mercadante, Jr.
/s/ FRANK P. GALLAGHER Senior Vice President-- August 14, 1997
- -------------------------------------------- Corporate Development and
Frank P. Gallagher Director
/s/ GERALD MERCADANTE Senior Vice President-- August 14, 1997
- -------------------------------------------- Northeast Region Operations
Gerald Mercadante and Director
Director
- --------------------------------------------
Charles D. Busskohl
/s/ WILLIAM J. LYNCH Director August 14, 1997
- --------------------------------------------
William J. Lynch
/s/ PAUL M. VERROCHI Director August 14, 1997
- --------------------------------------------
Paul M. Verrochi
/s/ THOMAS A. WERBE Director August 14, 1997
- --------------------------------------------
Thomas A. Werbe
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentialy
Numbered
Exhibit Page
Number ----
-------
<S> <C> <C>
4.1 -- Form of certificate evidencing ownership of Common Stock of Coach USA
(Incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-1 (File No. 333- 2704) of the Company)
5.1 -- Opinion of Douglas M. Cerny
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Burnside & Rishebarger PLLC
23.3 -- Consent of Douglas M. Cerny (contained in Exhibit 5.1)
</TABLE>
EXHIBIT 5.1
August 14, 1997
Coach USA, Inc.
One Riverway, Suite 600
Houston, Texas 77056-1903
Re: Registration of Shares Pursuant to Registration Statement
on Form S-4
Ladies and Gentlemen:
I am the Senior Vice President and General Counsel of Coach USA, Inc.,
a Delaware corporation (the "Company"), and have acted as counsel to the Company
in connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-4 (the "Registration Statement") relating to an
aggregate of 3,500,000 shares (the "Shares") of the Company's Common Stock, par
value $.01 per share.
In so acting, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of the Second Amended and Restated
Certificate of Incorporation of the Company, the By-laws of the Company and such
other documents, records, certificates and other instruments as in my judgment
are necessary or appropriate for purposes of this opinion.
Based on the foregoing, I am of the opinion that the Shares have been
duly authorized and validly issued by the Company and are fully paid for and
non-assessable.
I render this opinion as a member of the Bar of the State of Texas and
express no opinion as to any law other than the General Corporation Law of the
State of Delaware.
I consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of my name under the caption "Legal Matters" in the
Registration Statement. In giving this consent, I do not admit that I am acting
within the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Douglas M. Cerny
Douglas M. Cerny
General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report included in Coach USA, Inc.'s Form 8-K
dated August 8, 1997 (and to all references to our Firm), included in or made a
part of this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
August 14, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.
BURNSIDE & RISHEBARGER PLLC
August 14, 1997
