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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. 3)
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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. 3 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 28, 1999, a press release was issued announcing the receipt by
Parent of a favorable informal advisory opinion from the staff of the STB
regarding the proposed use of the Voting Trust in the Offer. The receipt of the
informal advisory opinion, assuming it is not withdrawn, satisfies one of the
main conditions of the Offer. The full text of the press release is set forth in
Exhibit 11(a)(10) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press Release issued on June 28, 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 28, 1999
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EXHIBIT INDEX
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11(a)(10) Press Release issued on June 28, 1999.......................
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Exhibit 11(a)(10)
Contact: London:
Smithfield Financial
John Kiely
0171 360 4900
New York:
Kekst and Company
Ruth Pachman
212-521-4800
FOR IMMEDIATE RELEASE
STAGECOACH RECEIVES FAVORABLE INFORMAL ADVISORY OPINION
FROM THE SURFACE TRANSPORTATION BOARD
FOR ITS ACQUISITION OF COACH USA
LONDON, ENGLAND, JUNE 28, 1999 -- Stagecoach Holdings plc today announced
that it has received a favorable informal advisory opinion from the United
States Surface Transportation Board ("STB") regarding its proposed use of a
voting trust in the tender offer by its subsidiary, SCH Holdings Corp., for all
outstanding shares of common stock of Coach USA, Inc. (NYSE:CUI) at a price of
$42.00 per share. The receipt of the informal advisory opinion, assuming it is
not withdrawn, satisfies one of the main conditions of the tender offer.
The tender offer remains subject to the approval of Stagecoach's shareholders,
expiration of the Hart-Scott-Rodino waiting period 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 in filings with the Securities and Exchange Commission,
Stagecoach has scheduled an extraordinary general meeting of its shareholders
on July 19, 1999 to approve the acquisition of Coach, and has entered into
definitive financing agreements regarding the financing for the acquisition.
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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