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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. 5)
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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. 5 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 July 19, 1999, a press release was issued announcing the approval by
Parent's shareholders of the acquisition by Parent of the Company pursuant to
the Offer and the Merger. Parent shareholder approval 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)(12) and is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(12) Press Release issued on July 19, 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: July 19, 1999
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11(a)(12) Press Release issued on July 19, 1999.......................
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Exhibit 11(a)(12)
Contact: London:
Smithfield Financial
John Kiely
0171 360 4900
New York:
Kekst and Company
Ruth Pachman
212-521-4800
FOR IMMEDIATE RELEASE
STAGECOACH SHAREHOLDERS APPROVE ACQUISITION OF COACH USA
LONDON, ENGLAND, JULY 19, 1999 -- Stagecoach Holdings plc today announced that
its shareholders have approved 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 tender offer remains subject to the 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.
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. Stagecoach
expects to consummate the tender offer at that time subject to the terms and
conditions thereof.
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