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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
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COACH USA, INC.
(NAME OF SUBJECT COMPANY)
STAGECOACH HOLDINGS PLC
AND
SCH HOLDINGS CORP.
(BIDDER)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
18975L106
(CUSIP NUMBER OF CLASS OF SECURITIES)
KEITH COCHRANE
CHARLOTTE HOUSE
20 CHARLOTTE STREET
PERTH PH15LL
SCOTLAND
TELEPHONE: +44-1738-442-111
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPIES TO:
MICHAEL O. WOLFSON, ESQ.
99 BISHOPSGATE, 21ST FLOOR
LONDON EC2M 3YH
TELEPHONE: +44-207-422-4000
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This Amendment No. 4 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Statement on Schedule 13D filed on June 18, 1999 (as
previously amended and supplemented, the "Schedule 14D-1/13D") relating to the
offer by SCH Holdings Corp., a Delaware corporation ("Purchaser"), to purchase
all of the outstanding shares of Common Stock, par value $0.01 per share (the
"Shares"), of Coach USA, Inc., a Delaware corporation (the "Company"), at a
purchase price of $42.00 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated June 18, 1999 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with the Offer to Purchase, constitute
the "Offer"). Purchaser is a subsidiary of Stagecoach Holdings plc, a public
limited company organized under the laws of Scotland ("Parent").
Unless otherwise indicated, all capitalized terms used but not defined
herein have the meanings assigned to them in the Schedule 14D-1/13D.
The Schedule 14D-1/13D is hereby amended and supplemented as follows:
On June 30, 1999, a press release was issued announcing the early
termination of the waiting period under the HSR Act applicable to the purchase
of the Shares pursuant to the Offer. The expiration or termination of all
waiting periods under the HSR Act is a condition to the Offer, and such
condition has now been satisfied. The full text of the press release is set
forth in Exhibit 11(a)(11) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press Release issued on June 30, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify the
information set forth in this Statement is true, complete and correct.
STAGECOACH HOLDINGS PLC
By: /s/ KEITH COCHRANE
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Name: Keith Cochrane
Title: Group Finance Director
SCH HOLDINGS CORP.
By: /s/ KEITH COCHRANE
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Name: Keith Cochrane
Title: President
Date: June 30, 1999
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11(a)(11) Press Release issued on June 30, 1999.......................
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Exhibit 11(a)(11)
Contact: London:
Smithfield Financial
John Kiely
0171 360 4900
New York:
Kekst and Company
Ruth Pachman
212-521-4800
FOR IMMEDIATE RELEASE
STAGECOACH RECEIVES EARLY TERMINATION OF HART-SCOTT-RODINO
WAITING PERIOD FOR ITS ACQUISITION OF COACH USA
LONDON, ENGLAND, JUNE 30, 1999 -- Stagecoach Holdings plc today announced that
it has received early termination of the Hart-Scott-Rodino waiting period in
connection with its acquisition of Coach USA, Inc. (NYSE: CUI), including the
tender offer by its subsidiary, SCH Holdings Corp., for all outstanding shares
of common stock of Coach at a price of $42.00 per share. The termination of
the waiting period satisfies the last major regulatory condition of the tender
offer.
The tender offer remains subject to the approval of Stagecoach's shareholders
and tender of at least a majority of Coach's common stock, as well as the other
conditions described in the Offer to Purchase relating to the tender offer. As
previously disclosed, Stagecoach has scheduled an extraordinary general meeting
of its shareholders on July 19, 1999 to approve the acquisition of Coach.
The tender offer and withdrawal rights will expire at 10:00 a.m., New York City
time, on Monday, July 26, 1999, unless the tender offer is extended in the
manner described in the Offer to Purchase dated June 18, 1999.
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