As filed with the Securities and Exchange Commission on May 1, 1998
Registration No. 333-
Post-Effective Amendment No. 1 to Registration No. 333-27575
Post-Effective Amendment No. 1 to Registration No. 333-33217
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------
COACH USA, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C> <C>
Delaware 4141 76-0496471
(state or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
One Riverway - Suite 500
Houston, Texas 77056
(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 500
Houston, Texas 77056
(888) COACH-US
(Name, 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 500
Houston, Texas 77056
(888) COACH-US
---------------------------
Approximate date of commencement of proposed sale of the
securities to the public: As soon as practicable following the
effectiveness of this Registration Statement.
---------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: |X|
If this Form is filed to register additional securities for an offering
pursuant to rule 462(b) under the Securities Act, please check the following cox
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: |_|
If this Form is a post-effective amendment filed pursuant to 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: |_|
---------------------------
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.
(See Calculation Table and Footnotes on Following Page)
-----------------------
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this registration statement is a combined prospectus relating also
to 207,253 shares of common stock previously registered pursuant to the
Registration Statement on Form S-3 (File No. 333-27575) and 25,327 shares of
common stock previously registered pursuant to the Registration Statement on
Form S-3 (File No. 333-33217).
================================================================================
<PAGE>
<TABLE>
<CAPTION>
REGISTRATION FEE
=========================================================== ============================ ============================
Title of Each Class of Proposed Maximum
Securities to be Registered Aggregate Offering Amount of
Price (1)(2) Registration Fee (2)
- ----------------------------------------------------------- --------------------------- ---------------------------
<S> <C> <C>
Common Stock, $.01 par value $4,793,750 $1,415
=========================================================== ============================ ============================
</TABLE>
(1) Calculated in accordance with Rule 457(o) under the Securities Act of
1933, based on the average of the high and low prices of the Common
Stock on the New York Stock Exchange on April 24, 1998.
(2) This amount does not reflect the 207,253 shares of common stock
previously registered pursuant to the Registration Statement on Form
S-3 (File No. 333-27575) or the 25,327 shares of common stock
previously registered pursuant to the Registration Statement on Form
S-3 (File No. 333-33217) for which filing fees have previously been
paid.
<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, DATED MAY 1, 1998
332,580 Shares
COACH USA, INC.
Common Stock
---------------------------
This Prospectus relates to 362,580 shares (the "Offered Shares") of
common stock, par value $0.01 per share (the "Common Stock"), of Coach USA, Inc.
(the "Company") which are being sold by the selling stockholders named herein
(the "Selling Stockholders"). The Company will not receive any of the proceeds
from the sale of the Offered Shares by the Selling Stockholders, but will incur
certain expenses in connection with the offering. See "Selling Stockholders."
The Selling Stockholders may from time to time sell all or a portion of
the Offered Shares directly or through one or more broker-dealers, in one or
more transactions on the New York Stock Exchange ("NYSE"), in the
over-the-counter market, in negotiated transactions or otherwise, or through a
combination of such methods, at fixed prices, which may be changed, at prices
and terms then prevailing or at prices related to the then-current market price,
or at negotiated prices. See "Plan of Distribution." The Selling Stockholders
and any "broker-dealer" participating in the distribution of the Offered Shares
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"). 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.
As of April 24, 1998, the Company had 22,100,147 shares of its Common
Stock outstanding, of which approximately 13,824,000 are registered and
available for unrestricted trading on the NYSE. On April 24, 1998, the closing
price of the Common Stock on the NYSE was $477/8 per share as published in The
Wall Street Journal on April 27, 1998.
---------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED CAREFULLY BY PROSPECTIVE INVESTORS BEFORE
PURCHASING THE COMMON STOCK OFFERED HEREBY.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
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 , 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549-1004, and at the following
Regional Offices of the Commission: Chicago Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and New York Regional Office, 7
World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material may also be obtained at the prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549-1004. The Company's Common Stock is
traded on the NYSE and, as a result, the Company also files reports, proxy
statements and other information with the NYSE, and such reports, proxy
statements and other information are available for inspection at the offices of
the NYSE at 20 Broad Street, New York, New York 10005. The Registration
Statement and other information filed by the Company with the Commission are
also available at the web site of the Commission at http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments, supplements and exhibits thereto, the
"Registration Statement") under the Securities Act, with respect to the Common
Stock offered by this Prospectus. This Prospectus, which constitutes part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement or the exhibits and schedules thereto. For further
information pertaining to the Common Stock offered by this Prospectus and the
Company, reference is made to the Registration Statement and the exhibits and
schedules thereto. Statements made in this Prospectus as to the contents of any
agreement or other document are not necessarily complete, and in each instance
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference. The Registration Statement, including the exhibits and schedules
thereto, may be inspected, without charge, at the public reference facilities
maintained by the Commission in Washington, D.C. and copies of such material may
be obtained from the Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated herein by reference:
(i) the financial statements of Kerrville Bus Company, Inc.
contained in the Company's Current Report on Form 8-K, dated
August 8, 1997;
(ii) the Company's Annual Report on Form 10-K for the year ended
December 31, 1997; and
(iii) 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.
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 Offered
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 incorporated herein by
reference. 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>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus, including documents incorporated herein by reference,
contains "forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors that could cause the actual results, performance or achievements of the
Company, or industry results, to differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such risks, uncertainties and other important factors include, among
others: the Company's limited combined operating history; risks related to the
Company's acquisition strategy; capital availability and risks related to
acquisition financing; effects of leverage; substantial seasonality of the
motorcoach business; fuel prices and taxes; insurance costs and claims; capital
requirements; substantial competition; labor relations; government funded
contracts; significant regulation; potential exposure to environmental
liabilities; reliance on key personnel; potential effect of shares eligible for
future sale on the price of Common Stock; and the anti-takeover effect of
certain charter provisions. These forward-looking statements speak only as of
the date of this Prospectus. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.
3
<PAGE>
RISK FACTORS
An investment in the Company's Common Stock 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.
Limited Combined Operating History
The Company was founded in September 1995 but conducted no operations
and generated no revenues prior to the closing of its initial public offering in
May 1996 (the "Initial Public Offering"). Prior to their acquisition by the
Company, the six founding companies (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 continue to successfully
integrate the operations of the acquired businesses or institute the necessary
Company-wide systems and procedures to successfully manage the combined
enterprise on a profitable basis. The Company's management team has only worked
together for approximately two years, and there can be no assurance that the
management group will be able to effectively manage acquired operations or
effectively implement the Company's internal growth strategy and acquisition
program over a longer period of time. 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 acquired operations would 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
would continue to be successful.
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 has begun to
develop, which may result in 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 businesses acquired in the future will
achieve anticipated revenues and earnings.
Capital Availability; Risks Related to Acquisition Financing
The Company expects to finance future acquisitions primarily through
borrowings under its $380 million revolving credit facility (the "Credit
Facility") or other debt instruments and, to a lesser extent, by issuing shares
of its Common Stock for all or a portion of the consideration to be paid. The
Company's Credit Facility contains various restrictive covenants which could
limit the Company's ability to borrow. There can be no assurance that the
Company will be able to obtain all of the financing it will need in the future
on terms the Company deems acceptable. In addition, 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's ability to issue
Common Stock as acquisition consideration may be limited.
Effects of Leverage
The Company is highly leveraged. The Company's ability to make
scheduled payments of principal of, or to pay the interest 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. 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 amounts
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 refinancing on
commercially reasonable terms or at all.
1
4
<PAGE>
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's revenues and results of
operations are lower in the first and fourth quarters than in the second and
third quarters of each year.
Fuel Prices and Taxes
Fuel is a significant operating expense of the Company. Fuel prices are
subject to sudden increases as a result of variations in supply levels and
demand. While the Company attempts to hedge against such fluctuations, 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 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 modern 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 more than $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.
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
other companies that provide these services, a number of which are as large or
larger than the Company on a regional basis, and many other smaller companies
which focus on local or regional markets. Many of the larger competitors operate
in several of the Company's existing or target markets, and others may choose to
enter those markets in the future. As a result of these factors, the Company may
lose customers or have difficulty in acquiring new customers. In addition, most
commuter and transit contracts are awarded in a competitive bid process, and
there can be no assurance that the Company will be awarded any additional
contracts or that any existing contracts will be renewed.
Labor Relations
As of December 31, 1997, the Company had approximately 10,600
employees, of whom approximately 6,700 were motorcoach drivers and approximately
1,500 were maintenance personnel. Approximately 3,300 of the Company's
motorcoach drivers and maintenance personnel are members of various labor
unions. The Company's inability to negotiate acceptable contracts with its
existing union employees 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 a significant number of
non-unionized employees were to seek 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.
5
<PAGE>
Government Funded Contracts
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 these contracts which would result in lost revenues to the Company. 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 curtailed, the Company would be required
to operate existing motorcoaches longer than economically practicable or be
forced to acquire replacement equipment.
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 Surface
Transportation Board (the "STB"), 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 STB
must exempt or approve any consolidation or merger of two or more regulated
interstate motorcoach operators or the acquisition of one such operator by
another and has the authority to consider the antitrust implications of any
proposed acquisition. The STB exempted from regulatory approval requirements
each of the acquisition transactions involving federally-regulated interstate
motorcoach operators entered into by the Company through September 1997 under
the previously used exemption process. In November 1997, at the suggestion of
the STB, the Company shifted from the exemption process to an approval process.
The Company has received approval for acquisition transactions through November
1997. The Company currently has twelve acquisitions awaiting approval by the
STB, and all future acquisitions of other regulated interstate motorcoach
operators must be individually approved by the STB. There can be no assurance
that the Company will be able to obtain such approvals or that the STB will not
materially delay any proposed acquisition. 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 ("ADA"). Safety, environmental and vehicle accessibility
requirements for motorcoach operators have increased in recent years, and this
trend could continue. In March 1998, the U.S. Department of Transportation
proposed additional rules governing compliance by motorcoach operators with the
ADA, which, if adopted, may result in additional costs to the Company. 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. Many states 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 taxicab service regulations
focus on the entry of new operators into the marketplace and the aggregate
number of vehicles granted 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 or
prevent fares from increasing in response to rising operating costs.
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 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 environmental due diligence 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.
6
<PAGE>
Reliance on Key Personnel
The Company's continued success depends on the 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
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 or
her present capacity with the Company or operating subsidiary for any particular
period of time.
Potential Effect of Shares Eligible for Future Sale
The market price of the Common Stock may be adversely affected by the
sale, or availability for sale, of substantial amounts of the Common Stock in
the public market. The Company will have approximately 24.8 million shares of
Common Stock outstanding, after giving effect to the offering by the Company and
certain selling stockholders of shares pursuant to a Registration Statement on
Form S-3 (Reg. No. 333-50561). Of these shares, approximately 17.8 million are
freely tradeable. The majority of the remaining 6.9 million shares are eligible
for resale pursuant to Rule 144 and Rule 145 of the Securities Act and are owned
by the Company's officers, directors and former owners of acquired businesses.
Anti-Takeover Effect of Certain Charter Provisions
The Board of Directors of the Company is empowered to issue preferred
stock in one or more series without stockholder action. The existence of this
"blank-check" preferred stock could render more difficult or discourage an
attempt to obtain control of the Company by means of a tender offer, merger,
proxy contest or otherwise. In addition, the Company's Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation") provides for a
classified Board of Directors, which may also have the effect of inhibiting or
delaying a change in control of the Company. Certain provisions of the Delaware
General Corporation Law may also discourage takeover attempts that have not been
approved by the Board of Directors.
7
<PAGE>
THE COMPANY
The Company is the largest provider of motorcoach charter, tour and
signtseeing services and one of the largest non-municipal providers of commuter
and transit motorcoach services in the United States. The Company also provides
airport ground transportation, paratransit and other related passenger ground
transportation services. The Company operates in 24 states and Canada and owns
approximately 7,000 motorcoaches, taxicabs, executive sedans and other vehicles
which transported passengers across more than 220 million miles in 1997. The
Company believes that it has one of the most modern fleets in the industry,
having purchased more than half of its vehicles within the last three years. The
charter and tour fleet features luxury, European style motorcoaches with plush
seats, televisions, VCRs and other amenities. The Company's taxicab and
executive sedan services include dispatching and vehicle sales, leasing and
financing for more than 2,500 vehicles owned primarily by independent contractor
drivers.
Coach was founded in September 1995 to create a nationwide provider of
motorcoach and other ground transportation services. Through the end of 1997,
the Company has acquired 48 motorcoach businesses and three taxicab and
executive sedan businesses. Subsequent to year-end and through March 31, 1998,
the Company completed the acquisition of 10 additional motorcoach businesses and
one additional taxicab service business.
The motorcoach industry is highly fragmented, with approximately 5,000
motorcoach operators that collectively generated more than $20 billion in
revenues in 1997. In the United States, the motorcoach industry can be broadly
divided into three types of services: (i) recreation and excursion (charter,
tour and signtseeing); (ii) commuter and transit; and (iii) regularly scheduled
intercity services. The Company operates primarily in the first two categories,
which collectively generated more than $19 billion in revenues in 1997. The
Company believes the taxicab services industry is similarly fragmented and
generated more than $5 billion in revenues in 1997. Coach believes there will be
increasing demand for recreation and excursion services, commuter and transit
motorcoach services and airport related services for a broad range of customers
based on a number of factors, including the growing travel and tourism industry,
privatization and outsourcing by governmental and corporate entities, expanding
metropolitan areas and continued airport congestion.
Additional information concerning the Company and its subsidiaries is
included in the Company's documents filed with the Commission, which are
incorporated by reference herein. See "Incorporation of Certain Documents by
Reference."
USE OF PROCEEDS
The Company will not receive any of the proceeds from sales of the
Offered Shares by the Selling Stockholders.
8
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information as of April 24, 1998
regarding the beneficial ownership of the Common Stock of the Company by each of
the Selling Stockholders. All persons listed have an address in care of the
Company's principal executive offices and have sole voting and investment power
with respect to their shares unless otherwise indicated. The information
presented under "Shares Beneficially Owned After Offering" assumes that all of
the shares offered by the Selling Stockholders will be sold.
<TABLE>
<CAPTION>
Shares Beneficially Number of Shares Beneficially
Owned Before Shares Owned After
Selling Stockholder Offering Being Offered Offering (1)
------------------- -------- ------------- ------------
Number Percent Number Percent
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
MTC, Inc. (2)................................. 51,687 * 25,327 26,360 *
Billy Ray Rhyne............................... 9,350 * 1 9,349 *
Equus II Incorporated......................... 105,000 * 40,125 64,875 *
Rogers Investment, Ltd........................ 293,580 1.3% 43,384 250,196 1.1%
Gerard O'Connell (3).......................... 152,909 * 30,509 122,400 *
Paul O'Connell (3)............................ 122,473 * 73 122,400 *
William R. O'Connell Family Trust............. 161,159 * 38,759 122,400 *
O'Connell Brothers Land Partnership........... 19,429 * 1 19,428 *
Carl Berman................................... 54,804 * 234 54,570 *
Thomas Freeman................................ 58,312 * 3,742 54,570 *
James Carter (4).............................. 145,884 * 7,526 138,358 *
Ronald Carter (5)............................. 58,312 * 8,459 49,853 *
Patsy Carter Smith............................ 966 * 473 493 *
Whitford Carter Trust......................... 99,292 * 11,370 87,922 *
James & Ronald Carter &
Whitford Carter Trust..................... 34,484 * 16,897 17,587 *
Shellie LePori................................ 5,700 * 5,700 0 __
American Business Group (6)................... 100,000 * 100,000 0 __
</TABLE>
- ----------
* Less than 1%.
(1) Assumes all shares being offered are sold in this offering. There is no
assurance that the Selling Stockholders will sell any or all of such
shares.
(2) Mr. Terry J. Mauro and Mr. Eugene F. Bronson are the stockholders of
MTC, Inc.
(3) All of these shares are held by two family trusts for which Mr. O'Connell
is a trustee.
(4) All of these shares are held by a family trust and a limited liability
corporation for which Mr. Carter is a trustee and beneficial owner,
respectively.
(5) All of these shares are held by two family trusts for which Mr. Carter
is a trustee.
(6) All of these shares may be acquired upon the exercise of warrants held by
associates of American Business Partners LLC. Paul Verrochi, a member of
this group, has served as a director of the Company since May 1996.
The Company will pay all costs and expenses incurred in connection with the
registration under the Securities Act of the shares offered hereby including,
but not limited to, all registration and filing fees, the NYSE listing fee,
printing expenses and fees and disbursements of counsel and accountants for the
Company. The Selling Stockholders will pay all brokerage fees and commissions,
if any, incurred in connection with the sale of the shares offered hereby.
9
<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock registered hereunder and owned by the Selling
Stockholders may be offered and sold by means of this Prospectus from time to
time as market conditions permit in one or more transactions on the NYSE, in the
over-the-counter market, in negotiated transactions or otherwise, or through a
combination of such methods, at fixed prices, which may be changed, at prices
and terms then prevailing or at prices related to the then-current market price,
or at negotiated prices. These shares may be sold by one or more of the
following methods, without limitation: (a) a block trade in which a broker or
dealer so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus; (c) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; and (d) face-to-face
transactions between sellers and purchasers without a broker-dealer. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Such brokers or dealers may
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated.
The Selling Stockholders and any broker-dealers who act in connection with
the sale of the shares offered hereby may be deemed to be "underwriters" within
the meaning of 2(11) of the Securities Act, and any commissions received by them
and profit on any resale of the Offered Shares as principal might be deemed to
be underwriting discounts and commissions under the Securities Act.
The Company has advised the Selling Stockholders that they and any
securities broker-dealers or others who may be deemed to be statutory
underwriters will be subject to the Prospectus delivery requirements under the
Securities Act. The Company also has advised each Selling Stockholder that in
the event of a "distribution" of the shares owned by the Selling Stockholder,
such Selling Stockholder, any "affiliated purchasers", and any broker-dealer or
other person who participates in such distribution may be subject to Rule 10b-6
under the Exchange Act until their participation in that distribution is
completed. A "distribution" is defined in Rule 10b-6 as an offering of
securities "that is distinguished from ordinary trading transactions by the
magnitude of the offering and the presence of special selling efforts and
selling methods". The Company has also advised the Selling Stockholders that
Rule 10b-7 under the Exchange Act prohibits any "stabilizing bid" or
"stabilizing purchase" for the purpose of pegging, fixing or stabilizing the
price of the Common Stock in connection with this offering.
Rule 10b-6 makes it unlawful for any person who is participating in a
distribution to bid for or purchase stock of the same class as is the subject of
the distribution. If Rule 10b-6 applies to the offer and sale of any of the
shares offered hereby, then participating broker-dealers will be obligated to
cease market-making activities nine business days prior to their participation
in the offer and sale of the Offered Shares and may not recommence market-making
activities until their participation in the distribution has been completed. If
Rule 10b-6 applies to one or more of the principle market-makers in the
Company's Common Stock, the market price of such stock could be adversely
affected.
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 125,000 shares of Common Stock, 40,000 of which are
exercisable within the next 60 days.
10
<PAGE>
================================================================================
No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained in or incorporated by
reference in this Prospectus in connection with the offering herein, and, if
given or made, such informa tion or representations must not be relied upon as
having been authorized by the Company. This Pro spectus does not constitute an
offer to sell, or a solicitation of an offer to buy, any securities other than
those specifically offered hereby in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that the information herein is correct as
of any time subsequent to its date.
---------------------------
TABLE OF CONTENTS
Page
Available Information........................... 2
Incorporation of Certain Documents
by Reference................................. 2
Special Note Regarding Forward-Looking
Statements................................... 3
Risk Factors.................................... 4
The Company..................................... 8
Use of Proceeds................................. 8
Selling Stockholders............................ 9
Plan of Distribution............................ 10
Legal Matters................................... 10
-----------------------------------------------------
332,580 Shares
COACH USA, INC.
Common Stock
---------------------------
PROSPECTUS
---------------------------
, 1998
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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.
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses payable by the Company in connection with this
offering are as follows:
Securities and Exchange Commission registration fee.............. $ 1,415
New York Stock Exchange listing fee.............................. 350
Accounting fees and expenses..................................... 3,000
Legal fees and expenses.......................................... 2,000
Miscellaneous.................................................... 3,235
-----
Total.................................................... $10,000
=======
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 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
benefit.
Item 16. List of Exhibits.
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)
II-1
<PAGE>
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
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.
(2) That for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains
a form of prospectus 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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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 of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of 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 Act and will be governed by the final adjudication of
such issue.
II-2
<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-3 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 the1st day of May, 1998.
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.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 1, 1998.
<TABLE>
<CAPTION>
Signature Capacity in Which Signed
--------- ------------------------
<S> <C> <C>
/s/ Richard H. Kristinik
--------------------------------- Chairman of the Board and
Richard H. Kristinik Chief Executive Officer
(Principal Executive Officer)
/s/ Lawrence K. King
--------------------------------- Senior Vice President, Chief
Lawrence K. King Financial Officer and Director
(Principal Financial and
Accounting Officer)
/s/ Steven S. Harter
--------------------------------- Director
Steven S. Harter
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Signature Capacity in Which Signed
--------- ------------------------
<S> <C> <C>
/s/ John Mercadante, Jr.
--------------------------------- President and Director
John Mercadante, Jr.
/s/ Frank P. Gallagher
--------------------------------- Chief Operating Officer and Director
Frank P. Gallagher
/s/ Gerald Mercadante
--------------------------------- Senior Vice President --
Gerald Mercadante Northeast Region and Director
/s/ Charles D. Busskohl
--------------------------------- Director
Charles D. Busskohl
/s/ William J. Lynch
--------------------------------- Director
William J. Lynch
/s/ Paul M. Verrochi
--------------------------------- Director
Paul M. Verrochi
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Page Numbered
------ ----------- ---- --------
<S> <C> <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>
II-5
Exhibit 5.1
May 1, 1998
Coach USA, Inc.
One Riverway, Suite 600
Houston, Texas 77056-1903
Re: Registration of Shares Pursuant to Registration Statement
on Form S-3
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-3 (the "Registration Statement") relating to an
aggregate of 332,580 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 Annual
Report on Form 10-K for the year ended December 31, 1997 (and to all references
to our Firm), included in or made a part of this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
May 1, 1998
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
San Antonio, Texas
May 1, 1998
