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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. 1)
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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. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Statement on Schedule 13D filed on June 18, 1999 (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 21, 1999, a press release was issued announcing the Offer. The full
text of the press release is set forth in Exhibit 11(a)(9) and is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Release issued on June 21, 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 21, 1999
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11(a)(9) Press Release issued on June 21, 1999.......................
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Exhibit 11(a)(9)
Contact: London:
Smithfield Financial
John Kiely
0171 360 4900
New York:
Kekst and Company
Ruth Pachman
212-521-4891
FOR IMMEDIATE RELEASE
Stagecoach Holdings plc
Announces Commencement of
Cash Tender Offer for Coach USA, Inc.
London, England -- June 21, 1999 -- Stagecoach Holdings plc announced that on
Friday, June 18, 1999, its subsidiary commenced its previously announced tender
offer for all outstanding shares of common stock of Coach USA, Inc. (NYSE: CUI)
at $42.00 per share in cash, in accordance with its definitive merger agreement
with Coach USA.
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.
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