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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
(FINAL AMENDMENT)
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COACH USA, INC.
(NAME OF SUBJECT COMPANY)
STAGECOACH HOLDINGS PLC
AND
SCH HOLDINGS CORP.
(BIDDER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
18975L106
(CUSIP NUMBER OF CLASS OF SECURITIES)
KEITH COCHRANE
CHARLOTTE HOUSE
20 CHARLOTTE STREET
PERTH PH 15LL
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 final amendment (the "Final Amendment") 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 shall 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 July 26, 1999, a press release was issued announcing the extension of
the Offer until 12:00 noon, New York City time, on Monday, July 26, 1999. The
full text of the press release is set forth in Exhibit 11(a)(13) and is
incorporated herein by reference.
At 12:00 p.m., New York City time, on Monday July 26, 1999, the Offer
expired. Based on information provided by the Depositary, a total of 25,177,547
Shares (or approximately 97.0% of the Shares outstanding) (including
approximately 1,077,920 Shares subject to guarantee of delivery) were validly
tendered and not properly withdrawn pursuant to the Offer. Purchaser has
accepted for payment, and has notified the Depositary to promptly pay for, the
tendered and accepted Shares at the purchase price of $42.00 per Share in cash,
without interest, less any applicable withholding taxes.
Also on July 26, 1999, pursuant to the Merger Agreement and in accordance
with Delaware General Corporation Law, Purchaser is consummating the Merger,
whereby the Company is being merged with and into Purchaser with Purchaser
continuing as the surviving corporation in the Merger (the "Surviving
Corporation"). Because Purchaser has acquired at least 90% of the Shares, the
Merger is being effected without a meeting of the stockholders of Company. As a
result of the Merger, the Surviving Corporation will become a wholly owned
subsidiary of Parent and each outstanding Share (other than Shares held in the
treasury of the Company and Shares owned by Purchaser, Parent or any other
subsidiary of Parent or the Company, which were canceled, and other than Shares,
if any, for which stockholders properly exercise appraisal rights under
applicable state law) is being canceled, extinguished and converted into the
right to receive $42.00 in cash, without interest thereon, less any applicable
withholding taxes.
The consummation of the Offer and the Merger was publicly announced in a
press release issued on July 26, 1999, a copy of which is filed as Exhibit
11(a)(14) hereto and incorporated herein by reference.
On July 27, 1999, the Surviving Corporation is filing a 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 and is requesting that the
NYSE delist the Shares from the New York Stock Exchange.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(13) Press Release issued on July 26, 1999.
(a)(14) Press Release issued on July 26, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that 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: July 26, 1999
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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<S> <C> <C>
(a)(13) Press Release issued on July 26, 1999.......................
(a)(14) Press Release issued on July 26, 1999.......................
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Exhibit 11(a)(13)
Contact: London:
Smithfield Financial
John Kiely
0207 360 4900
New York:
Kekst and Company
Ruth Pachman/Sarah Zitter Milstein
212-521-4800
FOR IMMEDIATE RELEASE
STAGECOACH EXTENDS COACH USA TENDER OFFER UNTIL 12:00 NOON
LONDON, ENGLAND JULY 26, 1999 -- Stagecoach Holdings plc and its subsidiary SCH
Holdings Corp. today announced that SCH Holdings Corp. has extended its $42.00
per share tender offer for all outstanding shares of common stock of Coach USA,
Inc. (NYSE: CUI) for an additional two hours until Noon, New York City time, on
Monday, July 26, 1999. As of the close of business on July 23, 1999,
approximately 23,252,649 shares, or approximately 89.8% of outstanding Coach
common stock, had been validly tendered and delivered in connection with the
tender offer, and an additional 1,468,502 shares, or approximately 5.7%, had
been tendered subject to guaranteed delivery, thus satisfying the minimum
condition to the tender offer.
The two-hour extension has been made in accordance with the merger agreement
with Coach and the terms of the tender offer in order to allow shares to be
delivered pursuant to the guaranteed delivery procedures and to allow
additional stockholders to tender their shares. If at least 90% of the
outstanding shares are delivered physically or by book-entry and purchased in
the tender offer, Stagecoach will be able to cause the merger of Coach into SCH
Holdings promptly after acceptance of the tendered shares for payment pursuant
to the tender offer.
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Exhibit 11(a)(14)
Contact: London:
Smithfield Financial
John Kiely
0207 360 4900
New York:
Kekst and Company
Ruth Pachman / Sarah Zitter Milstein
212-521-4800
FOR IMMEDIATE RELEASE
STAGECOACH COMPLETES ACQUISITION OF COACH USA
NEW YORK, NEW YORK, JULY 26, 1999 -- Stagecoach Holdings plc announced today in
connection with its acquisition of Coach USA, Inc. (NYSE: CUI) that its
subsidiary SCH Holdings Corp. has completed its cash tender offer for all
outstanding shares of common stock of Coach, at a price of $42.00 per share.
As of the expiration of the tender offer, approximately 25,177,547 shares or
97.0% of Coach's outstanding common stock had been tendered, including
approximately 1,077,920 shares tendered by guaranteed delivery.
The tender offer is being followed by a merger today of SCH Holdings Corp. and
Coach, in which the remaining Coach shares outstanding are being converted into
the right to receive $42.00 in cash per share, without interest thereon, and
Coach is becoming a wholly owned subsidiary of Stagecoach. The transaction is
valued at approximately $1.7 billion, including assumption of debt.
Mr. Brian Souter, executive chairman of Stagecoach, welcomed the acceptance of
the tender offer. "We are delighted that our offer has been successful. We are
excited at the opportunities to develop the Coach businesses both through
acquisitions and by organic growth."
The shares of Coach will be placed in voting trusts pending approval of the
transaction by the United States Surface Transportation Board, expected in the
latter half of 1999.
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