<PAGE> 1
Securities and Exchange Commission
Washington, D.C. 20549
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)
July 28, 1999 (July 26, 1999)
COACH USA, INC.
(Exact name of registrant as
specified in its charter)
DELAWARE 0-28056 76-0496471
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
ONE RIVERWAY, SUITE 500
HOUSTON, TEXAS 77056
(Address of principal executive offices and zip code)
1-888-COACH-US
(Registrant's telephone number,
including area code)
N/A
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On June 12, 1999, the Registrant entered into an Agreement and Plan of
Merger (the "Merger Agreement") by and among the Registrant, Stagecoach Holdings
plc, a public limited company organized under the laws of Scotland ("Parent"),
SCH Holdings Corp., a Delaware corporation and wholly owned subsidiary of Parent
("Purchaser"), and SCH Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of Purchaser ("Merger Sub"). On July 26, 1999, upon
consummation of a tender offer made by it in accordance with the Merger
Agreement, approximately 25,177,547 shares of the Registrant's outstanding
common stock, par value $0.01 per share (the "Shares") had been tendered out of
25,988,178, including approximately 1,077,920 shares tendered by guaranteed
delivery. The tender offer was followed by a merger on July 26, 1999 of
Registrant into Purchaser, in which the remaining Shares outstanding were
converted into the right to receive $42.00 in cash per share, without interest
thereon, and the surviving corporation became a wholly owned subsidiary of
Parent. Following the merger, the shares of the surviving corporation were
deposited in one of several independent voting trusts pending approval by the
Surface Transportation Board of the acquisition of control by Parent of the
Registrant.
Purchaser's Offer to Purchase dated June 18, 1999 (the "Offer to
Purchase") is attached hereto as Exhibit 99.0. The disclosure contained in the
Introduction, Section 9 ("Sources and Amount of Funds"), Section 11 ("The Merger
Agreement and Other Agreements") and Section 12 ("Purpose of the Offer; the
Merger; Plans for the Company") is incorporated herein by this reference.
Immediately following the filing of this Report, the Registrant is
filing a report on Form 15 with the Securities and Exchange Commission, thereby
suspending its duty to file reports under Sections 13 and 15(d) of the
Securities Exchange Act of 1934, as amended, in accordance with Rule
12h-3(b)(1)(i) thereunder.
ITEM 5. OTHER EVENTS
In connection with and prior to the consummation of the tender offer
and the merger, Registrant, the Purchaser, the entities listed on Schedule A
thereto (the "Guarantors") and The Bank of New York, as trustee (the "Trustee")
executed the First Supplemental Indenture, dated as of July 23, 1999, to the
Indenture, dated as of June 24, 1998 (the "Indenture"), among the Registrant,
the Guarantors and the Trustee, to provide for the Purchaser to assume all
obligations of the Registrant under the 9 3/8% Series A Senior Subordinated
Notes due 2007 (the "Series A Notes") and the 9 3/8% Series B Senior
Subordinated Notes due 2007 (the "Series B Notes" and, together with the Series
A Notes, the "Notes"). The First Supplemental Indenture is attached hereto as
Exhibit 99.1.
In connection with and prior to the consummation of the tender offer
and the merger, Registrant also entered into a Credit Agreement (the "Credit
Agreement), dated July 24, 1999, with SCH US Holdings Corp., a Delaware
corporation and wholly owned subsidiary of Parent (the "Lender"). The Credit
Agreement provides, among other things, for the Lender to provide a $600
<PAGE> 3
million revolving credit loan facility to the Registrant (the "Credit Facility")
in order to refinance certain of the Registrant's existing indebtedness, provide
funds for certain expenses of the Registrant in connection with the tender offer
and the merger, and to provide working capital following the merger. Pursuant to
the terms of the Credit Agreement, the Credit Facility is subordinated to the
Notes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A. FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
B. PRO FORMA FINANCIAL INFORMATION.
Not applicable.
C. EXHIBITS
Exhibit 2 Agreement and Plan of Merger, dated as of
June 12, 1999, among the Parent, Purchaser,
the Merger Sub and the Registrant
(incorporated by reference to Exhibit
11(c)(1) of Schedule 14D-1).
Exhibit 99.0 Offer to Purchase dated June 18, 1999
(incorporated by reference to Exhibit
11(a)(1) of Schedule 14D-1).
Exhibit 99.1 First Supplemental Indenture, dated as of
July 23, 1999, among the Purchaser, the
Registrant, the Guarantors and the Trustee.
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COACH USA, INC.
Dated: July 27, 1999 By: /s/ Lawrence K. King
-----------------------------------------
Lawrence K. King, Chief Executive Officer
EXHIBIT 1 - Page 1
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
2 Agreement and Plan of Merger, dated as of June 12, 1999, among
the Parent, Purchaser, the Merger Sub and the Registrant
(incorporated by reference to Exhibit 11(c)(1) of Schedule
14D-1).
99.0 Offer to Purchase dated June 18, 1999 (incorporated by
reference to Exhibit 11(a)(1) of Schedule 14D-1).
99.1 First Supplemental Indenture, dated as of July 23, 1999, among
the Purchaser, the Registrant, the Guarantors and the Trustee.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
================================================================================
SCH HOLDINGS CORP.
AND
COACH USA, INC.
TO
THE BANK OF NEW YORK
AS TRUSTEE
---------------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of July 23, 1999
------------------------------------
Supplementing and Amending Indenture Dated as of June 24, 1997
================================================================================
<PAGE> 2
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of July 23, 1999 and
effective and conditioned upon the consummation of the Merger (as defined below)
(this "Supplemental Indenture"), is by and among SCH Holdings Corp., a
corporation duly organized and existing under the laws of the State of Delaware
("SCH Holdings"), Coach USA, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (the "Company"), the entities listed on
Schedule A hereto (each a "Guarantor" and collectively, the "Guarantors") and
The Bank of New York, a banking corporation duly organized and existing under
the laws of the State of New York, as Trustee (the "Trustee").
RECITALS OF SCH HOLDINGS AND THE COMPANY
1. The Company has executed and delivered to the Trustee its Indenture,
dated as of June 24, 1997 (the "Indenture"), among the Company, the Guarantors
and the Trustee to provide for the issuance of its 9 3/8% Series A Senior
Subordinated Notes due 2007 (the "Series A Notes") and the 9 3/8% Series B
Senior Subordinated Notes due 2007 (the "Series B Notes" and, together with the
Series A Notes, the "Notes"), all of which are currently outstanding.
2. Effective at such time as a Certificate of Merger is filed with the
Secretary of State of the State of Delaware and pursuant to the provisions of
the Agreement and Plan of Merger dated as of June 12, 1999 by and among SCH
Holdings, the Company, Stagecoach Holdings plc, a public limited company
organized under the laws of Scotland (the "Parent"), and SCH Acquisition Corp.,
a Delaware corporation and a wholly owned subsidiary of SCH Holdings ("Merger
Sub"), the Company will be merged with and into SCH Holdings pursuant to the
provisions of the General Corporation Law of the State of Delaware (the
"Merger"); as a result of the Merger, the separate corporate existence of the
Company will cease and SCH Holdings will continue as the surviving corporation
under the name "Coach USA, Inc."
3. In connection with the Merger, SCH Holdings and the Company,
pursuant to appropriate resolutions of their respective boards of directors,
have duly determined to make, execute and deliver to the Trustee this
Supplemental Indenture in order to reflect the results of the Merger as required
by the Indenture and to provide for SCH Holdings to assume all the obligations
of the Company under the Notes and the Indenture.
4. Pursuant to Section 5.01 of the Indenture, SCH Holdings, the
Guarantors and the Company are required to execute and deliver to the Trustee an
indenture supplemental to the Indenture prior to the consummation of the Merger.
5. Section 9.01(c) of the Indenture provides that, without the consent
of any Holder of the Notes, the Company, the Guarantors and the Trustee may
enter into a supplemental indenture to comply with Section 5.01 of the
Indenture, among other things.
<PAGE> 3
6. The Board of Directors of the Company has determined that the
provisions of this Supplemental Indenture are considered reasonably necessary to
protect the interests of the Holders of the Notes.
7. The Company has determined that this Supplemental Indenture may,
therefore, be entered into without the consent of any Holder in accordance with
Section 9.01(c) of the Indenture.
8. The Company, the Guarantors and SCH Holdings have duly authorized
the execution and delivery of this Supplemental Indenture, and all things
necessary have been done to make this Supplemental Indenture a valid agreement
of the Company, the Guarantors and SCH Holdings in accordance with its terms.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually agreed, for
the equal and proportionate benefit of the respective Holders from time to time
of the Notes, as follows:
ARTICLE ONE
DEFINITIONS
SECTION 1.1 INDENTURE TERMS.
Capitalized terms used but not defined in this Supplemental Indenture
have the respective meanings assigned to them in the Indenture.
ARTICLE TWO
CONCERNING THE NOTES AND SUBSIDIARY GUARANTEES
SECTION 2.1 ASSUMPTION BY SCH HOLDINGS.
The Company, SCH Holdings, each Guarantor and the Trustee hereby agree
that as of the effective time of the merger, SCH Holdings shall assume all
obligations of the Company under the Notes and the Indenture, as modified by
this Supplemental Indenture. All provisions of the Indenture referring to the
"Company" shall refer instead to SCH Holdings, which upon the merger shall be
renamed "Coach USA, Inc."
-2-
<PAGE> 4
SECTION 2.2 SUBSIDIARY GUARANTEES.
Each Guarantor ratifies and confirms its Subsidiary Guarantee with
respect to the Notes, as assumed by SCH Holdings, pursuant to Section 11.02 of
the Indenture.
ARTICLE THREE
CONCERNING THE TRUSTEE
SECTION 3.1 TERMS AND CONDITIONS.
The Trustee accepts this Supplemental Indenture and agrees to perform
the duties of the Trustee upon the terms and conditions herein and in the
Indenture set forth.
SECTION 3.2 NO RESPONSIBILITY.
The Trustee shall not be responsible in any manner whatsoever for or in
respect of (i) the validity or sufficiency of this Supplemental Indenture, the
authorization or permissibility of this Supplemental Indenture pursuant to the
terms of the Indenture or the due execution thereof by the Company, the
Guarantors or SCH Holdings or (ii) the recitals herein contained, all such
recitals being made by the Company and SCH Holdings.
ARTICLE FOUR
EFFECT OF EXECUTION AND DELIVERY HEREOF
From and after the execution and delivery of this Supplemental
Indenture, (i) the Indenture shall be deemed to be amended and modified as
provided herein, (ii) this Supplemental Indenture shall form a part of the
Indenture, (iii) except as modified and amended by this Supplemental Indenture,
the Indenture shall continue in full force and effect, (iv) the Notes shall
continue to be governed by the Indenture, as modified and amended by this
Supplemental Indenture, and (v) every Holder of Notes heretofore and hereafter
authenticated and delivered under the Indenture shall be bound by this
Supplemental Indenture.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 5.1 HEADINGS DESCRIPTIVE.
The headings of the several Articles and Sections of this Supplemental
Indenture are inserted for convenience only and shall not in any way affect the
meaning or construction of any provision of this Supplemental Indenture.
-3-
<PAGE> 5
SECTION 5.2 RIGHTS AND OBLIGATIONS OF THE TRUSTEE.
All of the provisions of the Indenture, including but not limited to
the compensation and indemnity obligations pursuant to Section 7.07 of the
Indenture with respect to the rights, privileges, immunities, powers and duties
of the Trustee shall be applicable in respect of this Supplemental Indenture as
fully and with the same effect as if set forth herein in full.
SECTION 5.3 SUCCESSORS AND ASSIGNS.
This Supplemental Indenture shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto and the Holders of any Notes then outstanding.
SECTION 5.4 COUNTERPARTS.
This Supplemental Indenture may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and
the same instrument.
SECTION 5.5 GOVERNING LAW.
This Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York, without regard to
principles of conflicts of laws.
-4-
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
COACH USA, INC.
By: /s/ Lawrence K. King
---------------------------------------
Chief Executive Officer
SCH HOLDINGS CORP.
By: /s/ Keith Cochrane
---------------------------------------
President
EACH ENTITY LISTED ON SCHEDULE A
HERETO
By: /s/ Lawrence K. King
---------------------------------------
Chief Executive Officer
THE BANK OF NEW YORK, AS TRUSTEE
By: /s/ Remo J. Reale
---------------------------------------
Vice President
-5-
<PAGE> 7
SCHEDULE A
COACH USA, INC. SUBSIDIARIES
<TABLE>
<CAPTION>
Name of Subsidiary:
- -------------------
<S> <C>
2948-7238 Quebec, Inc.
d/b/a Gray Line of Quebec City
d/b/a Visite Touristique de Quebec
3329003 Canada, Inc.
3376249 Canada, Inc.
AAA Auto Leasing, Inc.
ACT Travel, Inc.
ASTI, Inc.
d/b/a Gray Line of Orlando
Aircraft Taxi Co.
Airlines Acquisition Company, Inc.
d/b/a Airlines Transportation Company
Airocar, Inc.
d/b/a Five Star Tours, Ltd.
d/b/a Gray Line
d/b/a Gray Line of Fort Lauderdale
d/b/a Gray Line of Fort Myers/Naples
d/b/a Gray Line of Fort Pierce
d/b/a Gray Line of Key West
d/b/a Gray Line of Palm Beach
d/b/a Medi-Transportation of South Florida, Inc.
d/b/a Orlando Transportation, Ltd.
Airport Limousine Service, Inc.
d/b/a ALS Paratransit
d/b/a Checker Cab
d/b/a Embassy Coach
d/b/a Pittsburgh Airbus
d/b/a Pittsburgh Paratransit
Airport Rent-A-Car, Inc.
Air Travel Transportation, Inc.
d/b/a Atlanta Airport Shuttle
Alamo City Transportation Company
d/b/a Alamo City Taxi Service
d/b/a Econo Cab
d/b/a Towncar Taxi Service
d/b/a Towne Car
American Bus Lines, Inc.
America Charters, Ltd.
d/b/a Northwestern Coach Company, Inc.
d/b/a Piedmont Coach Lines, Inc.
American Charters and Tours, Inc.
American New York Tours Corp.
d/b/a Parker Tours
d/b/a ShortLine
d/b/a Short Line Travel Tours
American Sightseeing, Inc.
American Sightseeing Tours, Inc.
d/b/a ASTI
d/b/a Dreamer Charters and Limousines
d/b/a Golden Isles Coaches of Florida
d/b/a Royal Tours of America
American Tour Connection, Inc.
AmeriCoach Tours, Inc.
d/b/a Coach USA Little Rock
d/b/a Coach USA Northwest Arkansas
Antelope Nevada, Inc.
Antelope Valley Bus, Inc.
</TABLE>
-6-
<PAGE> 8
Coach USA, Inc. Subsidiaries - (Continued)
<TABLE>
<CAPTION>
Name of Subsidiary:
- -------------------
<S> <C>
d/b/a Gray Line Los Angeles
Arrow Leasing, Inc.
Arrow Stage Lines, Inc.
Art-Mar Corporation
Associates Business Credit, LLC
Atlanta Airport Shuttle, Inc.
Autocar Connaisseur Inc.
d/b/a Gray Line of Montreal
Automobiles Sabrevois Ltee
Barclay Airport Service, Inc.
Barclay Transportation Services, Inc.
Bay Area Yellow Cab, LLC
Bayou City Coaches, Inc.
Blackhawk, Central City Ace Express, Inc.
d/b/a Ace Express
Blue Bird Coach Lines, Inc.
Bonanza Bus Lines, Inc.
Browder Tours, Inc.
d/b/a Browder Tours
d/b/a Browder Tours and Charters
Brunswick Transportation Company, Inc.
d/b/a The Maine Line
d/b/a The Maine Line - Charter
d/b/a Maine Line Tours
Bus Chicago, Inc.
Butler Motor Transit, Inc.
d/b/a Butler Motor Tours
d/b/a Earth Tours
d/b/a Gad-About Travel
d/b/a Grove City Bus Line
C&E Transportation of Biloxi, Inc.
CFT Investments, LLC
Cab Services, Inc.
d/b/a Towne Car
California Charters, Inc.
d/b/a Texas/California Charter Service
Cam-Jo, Inc.
d/b/a Bay Area Yellow Cab
d/b/a Clearwater Yellow Cab
d/b/a Pasco County Yellow Cab
d/b/a Pinellas Yellow Cab
d/b/a St. Petersburg Yellow Cab
Cambas Investments, Inc.
Cambas Transportation Group, Inc.
Cape Transit Corp.
d/b/a Adventure Trails
Carey Statewide Limousine Service, Inc.
d/b/a All-Statewide Limousine
d/b/a Carey of Michigan
d/b/a Carey Limousine
d/b/a Statewide Limousine
Central Cab Company
d/b/a Country Road Tours
d/b/a Park Tours
Central Charters & Tours, Inc.
Central Jersey Transit, Inc.
Checker Cab of Pensacola, Inc.
Chenango Valley Bus Lines, Inc.
d/b/a ShortLine
Classic Lines, Inc.
Clinton Avenue Bus Company
Coach Canada, Inc.
</TABLE>
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<PAGE> 9
Coach USA, Inc. Subsidiaries - (Continued)
<TABLE>
<CAPTION>
Name of Subsidiary:
- -------------------
<S> <C>
Coach Leasing, Inc.
d/b/a USA Coach Leasing
Coach USA Administration, Inc.
Coach USA Management Business Trust
Coach USA of New Orleans, Inc.
Coach XXIII Acquisition, Inc.
Colonial Coach Corp.
d/b/a Gray Line
d/b/a ShortLine
Colorado Springs Airport Transportation Service, Inc.
Commercial Leasing, LLC
Commlease, LLC
Commodore Tours, Inc.
Community Bus Lines, Inc.
Community Coach, Inc.
d/b/a Community Charter Coach
Community Tours, Inc.
Community Transit Lines, Inc.
Community Transportation, Inc.
Comprehensive Communication Services, Inc.
Corporate Car U.S.A., Inc.
Dairyland Buses, Inc.
Dairyland-Hamilton, Inc.
Desert Stage Lines
Douglas Braund Investments Limited
Eagle Executive Transportation Services, Inc.
d/b/a Concorde-Access Transportation
d/b/a Concorde-Access Limousines
d/b/a Greater Houston Charters and Sightseeing Service
d/b/a Houston Medical Limousine and Charter Service
Eagle Paratransit Services, Inc.
El Expreso, Inc.
d/b/a Central De Autobuses
d/b/a El Expreso Bus Co.
d/b/a Mexico Travel Centre
d/b/a Mexico Travel Services
d/b/a Noreste Bus Co.
d/b/a The Express Bus Co.
Erie Coach Lines Company
d/b/a Erie Coach
d/b/a Erie Coach Lines
Falcon Charter Service
Fiesta Cab Company
d/b/a Taxis Fiesta
Fiesta Cab Company
d/b/a Taxis Fiesta
Fiesta Cab Company, Inc.
d/b/a Taxis Fiesta
Fiesta Cab Company, Inc.
d/b/a Taxis Fiesta
Fiesta Cab Company of San Antonio
d/b/a Black Cat Cab Company
d/b/a Fiesta Cab Co.
d/b/a Fiesta Taxi Service
d/b/a Pan Am Cab
</TABLE>
-8-
<PAGE> 10
Coach USA, Inc. Subsidiaries - (Continued)
<TABLE>
<CAPTION>
Name of Subsidiary:
- -------------------
<S> <C>
d/b/a Pan Am Taxi
d/b/a Taxis Fiesta
d/b/a Texas Cab Co.
d/b/a Tower Cab Company
d/b/a Victory Cab Company
Fiesta Transportation Company
d/b/a Fiesta Elegante
Friedman Transportation Co., Inc.
Fun Time Tours, Inc.
GL Bus Lines, Inc.
d/b/a Gray Line
d/b/a ShortLine
G.W. Transportation, Inc.
Gad About Tours, Inc.
Garden State Leasing Co., Inc.
Golden Isles Coaches of Florida, Inc.
d/b/a Golden Isles Coaches of Florida
d/b/a Taylor Made Tours
Golden Vacations, Inc.
Gray Line Air Shuttle, Inc.
d/b/a ShortLine
Gray Line New York Tours, Inc.
d/b/a ShortLine
Greater Austin Transportation Company
d/b/a American Cab Co.
d/b/a American Yellow Checker Cab Company
d/b/a Towne Car Limousine Service
d/b/a Yellow Cab Company
d/b/a Yellow Check Cab Company
d/b/a Yellow Checker Cab Company
Greater Boulder Transportation Company
d/b/a American Cab Company of Denver
Greater Colorado Springs Transportation Company
d/b/a Airport Taxicab of Colorado Springs, Inc.
d/b/a Checker Taxicab, Inc.
d/b/a Colorado Springs Airport Ground Transportation Authority
d/b/a Colorado Springs Taxicab, Inc.
d/b/a El Paso County Taxicab, Inc.
d/b/a Metro Limousine
d/b/a Metro Taxicab of Colorado Springs, Inc.
d/b/a Towne Car, Inc.
d/b/a Towne Car of Colorado Springs, Inc.
d/b/a Towne Car of Denver, Inc.
d/b/a Yellow Cab Company of Colorado Springs, Inc.
d/b/a Yellow Cab Package Xpress
Greater Colorado Transportation Company
d/b/a American Cab & Limousine
d/b/a American Cab of Colorado
d/b/a American Cab of Colorado Springs
d/b/a American Cab of Denver
d/b/a American Limousine of Denver
d/b/a American Limousine of North Denver
d/b/a Towne Car of Denver, Inc.
Greater Detroit Transportation Co., Inc.
d/b/a Motor City Yellow Taxi, Inc.
Greater Houston Airport Transportation Services, Inc.
d/b/a Greater Houston Airport Taxi
Greater Houston Transportation Company
d/b/a City Taxi
d/b/a Package Xpress
d/b/a Yellow Cab
d/b/a Yellow Cab Company
</TABLE>
-9-
<PAGE> 11
Coach USA, Inc. Subsidiaries - (Continued)
<TABLE>
<CAPTION>
Name of Subsidiary:
- -------------------
<S> <C>
d/b/a Yellow Cab Company of Katy
d/b/a Yellow Cab Package Xpress
Greater Indianapolis Transportation, Inc.
Greater San Antonio Transportation Company
d/b/a Alamo Cab Co.
d/b/a Checker Cab
d/b/a Checker Cab Company of San Antonio
d/b/a Yellow Cab
d/b/a Yellow Cab Company
d/b/a Yellow Checker Cab
Grosvenor Bus Lines, Inc.
d/b/a Coach USA - San Francisco Grayline
d/b/a Gray Line of Monterey/Carmel
d/b/a Gray Line of San Francisco
d/b/a The Gray Line
Grosvenor Limousine Service, Inc.
Gulf Coast Transportation Company
d/b/a Coach USA - Houston
d/b/a Diamond Bus Lines
d/b/a Gray Line of Houston
d/b/a Gray Line Tours of Houston
d/b/a Group N. and S., Incorporated
H.A.M.L. Corporation
HealthTrans, Inc.
High Adventure Tours, Inc.
Houston Cab Company
Hudson Transit Corporation
d/b/a ShortLine
Hudson Transit Lines, Inc.
d/b/a ShortLine
IPD, Inc.
Indianapolis Checker Cab, Inc.
Indianapolis Taxi, Inc.
Indianapolis Yellow Cab, Inc.
International Bus Services, Inc.
d/b/a ShortLine
International Express Corp.
d/b/a Airport Express
d/b/a Express Shuttle USA
International Leasing and Finance Corporation
Jul-Al, Inc.
K.C. Executive Coach, Inc.
d/b/a Kansas City Executive Coach
KCI Shuttle, Inc.
K-T Contract Services, Inc.
d/b/a Coach USA Las Vegas
d/b/a Jetlink
K-T Contract Services of Southern Nevada, Inc.
d/b/a Coach USA - Gray Line Las Vegas
d/b/a Express Shuttle USA
d/b/a River Gambler Tours
Kansas City Ground Transportation, Inc.
Keeshin Charter Service, Inc.
Keeshin Destination Chicago, Inc.
Keeshin Transportation, LP
Kerrville Bus Company, Inc.
d/b/a Bluebonnet Coaches
d/b/a Fort Worth Bus Charters
d/b/a Gray Line of Albuquerque
[d/b/a Gray Line of Austin]
d/b/a Gray Line of Dallas/Ft. Worth
d/b/a Gray Line of Lafayette
</TABLE>
-10-
<PAGE> 12
Coach USA, Inc. Subsidiaries - (Continued)
<TABLE>
<CAPTION>
Name of Subsidiary:
- -------------------
<S> <C>
d/b/a Gray Line of San Antonio
d/b/a Sunset Tours and Travel, Inc.
d/b/a Vaught Charters, Inc.
L.E.R. Transportation Company
LND, Inc.
Lakeland Area Bus Service, Inc.
Lakeside Buses of Wisconsin, Inc.
Le Bus, Inc.
Leisure Time Tours
d/b/a Leisure Line
d/b/a Leisure Time Tours of N.J.
Lenzner Tours, Inc.
d/b/a Lenzner Coach Lines
Lenzner Tours, Ltd.
d/b/a Lenzner Coach Lines
d/b/a Lenzner Tour and Travel
Lenzner Transit, Inc.
Lenzner Transportation Group, Inc.
Limousine Rental Service, Inc.
d/b/a ShortLine
Locust Partners, LLC
MTSI, Inc.
Metro Cab, Inc.
Metro Cars, Inc.
Metro Cars Management Corp.
Metro Coach, Inc.
Metro Diversified Insurance Group, Inc.
Metro Jitney Incorporated
Metro Limo, Inc.
d/b/a Comprehensive Paratransit Services
Metro Mini-Bus, Inc.
Metro Taxi, Inc.
Metro Taxi, Inc.
Metro Taxicab Co., Inc.
Metro Transport, LLC
Metro Transportation Services, Inc.
Midstate Coach Lines, Inc.
Midtown Bus Terminal of New York, Inc.
Mini Coach of Boston, Inc.
Mister Sparkle, Inc.
Mountaineer Coach, Inc.
Nevada Corporation, Inc.
New Delaware Coach, Inc.
Niagara Scenic Bus Lines, Inc.
O'Hare Shuttle Limited Partnership
OSP, Inc.
Olympia Trails Bus Company, Inc.
Orange, Newark, Elizabeth Bus, Inc.
P&S Transportation, Inc.
d/b/a Laser Bus Lines
d/b/a Royal Tours of America
PCSTC, Inc.
d/b/a Gray Line of Anaheim
d/b/a Pacific Coast Sightseeing Tours & Charters
Palm Beach Transportation, Inc.
Para-Transit, Inc.
Parker Tours, Inc.
Pawtuxet Valley Bus Lines, Inc.
d/b/a Newport Foxwood Tours
Pennsylvania Transportation Systems, Inc.
Perfect Body, Inc.
Pittsburgh Transportation Charter Services, Inc.
</TABLE>
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<PAGE> 13
Coach USA, Inc. Subsidiaries - (Continued)
<TABLE>
<CAPTION>
Name of Subsidiary:
- -------------------
<S> <C>
Pittsburgh Transportation Company
d/b/a Yellow Airport Express
Powder River Transportation Services, Inc.
d/b/a Pixley Transportation, Inc.
Progressive Transportation Services, Inc.
d/b/a Chenango County Public Transit
d/b/a Empire Transit Lines
d/b/a Southern Tier Express
d/b/a Travel Express
R&T Leasing, Inc.
Red & Tan Charter, Inc.
Red & Tan Enterprises, Inc.
Red & Tan of Boca, Inc.
Red & Tan Tours, Inc.
Red & Tan Tours of Florida, Inc.
Red & Tan Transportation Systems, Inc.
Red & Tan Unlimited, Inc.
Red Top Sedan Service, Inc.
Red Top Transportation, Inc.
d/b/a Comprehensive Paratransit Services
River Market Conoco, Inc.
d/b/a River Market Conoco and Food Store
RJR Development Company
Rockland Coaches, Inc.
Rockland Transit Corporation
Ross Tours, Inc.
Royal Tours of America, Inc.
d/b/a Royal Tours
Salt Lake Coaches, Inc.
d/b/a Express Shuttle USA
d/b/a Gray Line Salt Lake
Sam Van Galder, Inc.
S.E.M. Incorporated
SL Capital Corp.
d/b/a ShortLine
Short Line Terminal Agency, Inc.
d/b/a ShortLine
Shuttle Services MIA, Inc.
Southfield Cab Company
Southfield Red & White, Inc.
Stardust Tours-Memphis, Inc.
d/b/a Gray Line of Memphis
d/b/a Grayline Tours of Memphis
Suburban Management Corp.
d/b/a Central Jersey Transit
d/b/a Suburban Management Corporation
d/b/a Suburban Tours
Suburban Trails, Inc.
Suburban Transit Corp.
Syracuse and Oswego Coach Lines, Inc.
TFC Investments, LLC
Telco, Inc.
Terminal Cab, Inc.
Texas Bus Lines, Inc.
d/b/a Airport Express
d/b/a Coach USA - Houston
d/b/a Express Shuttle USA
Texas Shuttle, Inc.
The Airport Connection, Inc.
The Arrow Line, Inc.
d/b/a Creative Tours
d/b/a Fitzgerald Bus Company
</TABLE>
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<PAGE> 14
Coach USA, Inc. Subsidiaries - (Continued)
<TABLE>
<CAPTION>
Name of Subsidiary:
- -------------------
<S> <C>
The B.T.D. Realty Corporation
The Bus Exchange, Inc.
d/b/a ShortLine
The Hudson Bus Transportation Co., Inc.
The Mapleridge Group, Inc.
Tippett Travel, Inc.
d/b/a Marie's Charter Bus
Total Vehicle Services, Inc.
TranServ, Inc.
d/b/a Detroit Limousine
d/b/a TranSedan
d/b/a TranServ Executive Services
Tran-Star Executive Transportation Services of Florida, Inc.
Trans-Hudson Express, Inc.
Trans Maintenance, Inc.
Transit Video Security Systems, Inc.
Transportation Contractors, Inc.
Transportation Equipment of Pensacola, Inc.
Transportation Management, Inc.
Transportation Management Services, Inc.
d/b/a Gray Line of Pittsburgh
d/b/a Lenzner Coach Lines
d/b/a North Boroughs Cab
Trentway-Wagar, Inc.
Trentway-Wagar (Leasing), Inc.
Trentway-Wagar (Properties), Inc.
TryKap Airport Services, Inc.
TryKap Transportation Management, Inc.
d/b/a Coach USA
d/b/a Gray Line of Orlando
d/b/a TryKap Management, Inc.
d/b/a World Transportation, Inc.
Tucker Taxi, Inc.
Tucker Transportation Company, Inc.
Twenty-Four Corp.
Tyburn Limited
Utica-Rome Bus Co., Inc.
V.I.P. Transportation, Inc.
Valen Transportation, Inc.
d/b/a Valen Transportation and Tours
Van Nortwick Bros., Inc.
d/b/a Van Nortwick Bros.
d/b/a Van Nortwick Tours
Vertical Market Software, Inc.
West Florida Mobility, Inc.
d/b/a Paratransit Services of West Florida, Inc.
Wisconsin Coach Lines, Inc.
d/b/a Wisconsin Coach Tours
Wisconsin Coach Lines - Racine, Inc.
Wohlgemuth Bus Co. Inc.
Worthen Van Service, Inc.
Yellow Cab Company of Biloxi, Inc.
Yellow Cab Company of Houston, Inc.
Yellow Cab Company of Pittsburgh
Yellow Cab of Pensacola, Inc.
Yellow Cab Service Corporation
Zone Taxicab of Colorado Springs, Inc.
</TABLE>
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