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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
JUNE 22, 1998
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COACH USA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-28056 76-0496471
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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ONE RIVERWAY, SUITE 500
HOUSTON, TEXAS 77056-1903
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES
AND ZIP CODE)
1-888-COACH-US
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The Company, through individual transactions, has entered into agreements
to acquire ten additional motorcoach and passenger ground transportation
companies having total annualized revenues of $125 million. The acquisitions
include: (i) Gray Line New York and the ShortLine group of companies based in
New York, New York and Mahwah, New Jersey, (ii) Olympia Trails, in Elizabeth,
New Jersey, (iii) Syracuse/Osewego Coach Lines in Syracuse, New York, (iv)
Tippett Travel, in Lake Worth, Florida, (v) The Airport Connection in Atlanta,
Georgia, (vi) Tucker Transportation in Pensacola, Florida, (vii) Gray Line Tours
in Memphis, Tennessee, (viii) Piedmont Coach Lines of Charlotte and
Winston-Salem, North Carolina, (ix) Valen Transportation of Orange, California
and (x) Mini Coach in Boston, Massachusetts, all of which are herein
collectively referred to as the "Acquired Businesses," and none of which
individually constitutes a "significant subsidiary." TOTAL CONSIDERATION FOR THE
ACQUISITIONS CONSISTED OF 31,746 SHARES OF THE REGISTRANT'S COMMON STOCK, CASH
OF $93,290,813 AND $33,404,409 OF SUBORDINATED NOTES CONVERTIBLE INTO 620,259
SHARES OF THE REGISTRANT'S COMMON STOCK. THE CONSIDERATION WAS DETERMINED
THROUGH NEGOTIATIONS BETWEEN THE REGISTRANT AND REPRESENTATIVES OF THE ACQUIRED
BUSINESSES. FOR FINANCIAL ACCOUNTING PURPOSES, THE ACQUISITIONS WILL BE
ACCOUNTED FOR UNDER THE PURCHASE METHOD.
Gray Line New York and the ShortLine group of companies consist of the
Gray Line New York Tours sightseeing operation, the Gray Line Air Shuttle
airport service in New York City, Gray Line of Atlantic City and the ShortLine
Bus regular route and commuter lines serving the New York City and tri-state
region. Gray Line New York is the largest member of the Gray Line Association in
the United States and together with the ShortLine group of companies represent
one of the five largest private motorcoach carriers operating in North America.
The operations of Olympia Trails includes motorcoach commuter service from
the Newark, New Jersey airport to several key destination points in New York
City.
IMMEDIATELY PRIOR TO THE ACQUISITIONS, ALL OF THE ISSUED AND OUTSTANDING
SHARES OF CAPITAL STOCK OF THE ACQUIRED BUSINESSES WERE OWNED BY THE INDIVIDUAL
STOCKHOLDERS OF THE ACQUIRED BUSINESSES. THE REGISTRANT IS UNAWARE OF ANY
PRE-EXISTING MATERIAL RELATIONSHIPS BETWEEN SUCH STOCKHOLDERS AND THE REGISTRANT
OR ANY OF THE REGISTRANT'S AFFILIATES, DIRECTORS OR OFFICERS OR ANY ASSOCIATE OF
SUCH DIRECTORS OF OFFICERS.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
COACH USA, INC.
Dated: August __, 1998 By:
Douglas M. Cerny
Senior Vice President and
General Counsel
