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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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AMERICAN MEDICAL RESPONSE, INC.
(Name of Subject Company)
MEDTRANS ACQUISITION CO.
LAIDLAW INC.
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
027446 10 3
(Cusip Number of Class of Securities)
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IVAN R. CAIRNS
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
LAIDLAW INC.
3221 NORTH SERVICE ROAD
BURLINGTON, ONTARIO L7R 3Y8
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
___________
Copy to:
STEPHEN J. DRAGICH
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS
(312) 258-5692
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
This Amendment No. 2 to Tender Offer Statement on Schedule 14D-1 relates to
the offer by MedTrans Acquisition Co. (the "Purchaser"), a Delaware corporation
and a wholly-owned subsidiary of Laidlaw Inc., a Canadian corporation
("Laidlaw"), to purchase all of the outstanding shares of common stock, par
value $.01 per share (the "Shares"), of American Medical Response, Inc. at a
purchase price of $40.00 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 January 10, 1997, and in the related Letter of Transmittal. The
item numbers and responses thereto below are in accordance with the requirements
of Schedule 14D-1.
Laidlaw hereby extends the Expiration Date set forth in the Offer to
Purchase until 12:00 midnight, New York City time, on Friday, February 14, 1997,
subject to further extension as provided in the Offer to Purchase.
The Offer to Purchase is hereby amended as follows:
A. Section 1 of the Offer to Purchase is amended to clarify that the
Purchaser may terminate the Offer (whether or not any Shares have
theretofore been accepted for payment) if any of the conditions
referred in Section 14 has not been satisfied prior to the Expiration
Date or upon the occurrence of any of the events specified in Section
14 prior to the Expiration Date.
B. Section 2 of the Offer to Purchase is amended to clarify that upon the
terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such
extension or amendment), the Purchaser will accept for payment and
will pay for all shares validly tendered and not properly withdrawn on
or prior to the Expiration Date promptly after the Expiration Date
provided that the conditions to the Offer set forth in Section 14,
including, without limitation, the expiration or termination of the
waiting period applicable to the acquisition of Shares pursuant to the
Offer under the HSR Act, have been satisfied or waived prior to the
Expiration Date.
C. Clause (i) of Section 14 of the Offer to Purchase is amended in its
entirety to read as follows: "(i) at any time prior to the Expiration
Date the Minimum Condition shall not have not been satisfied," and the
beginning language of clause (iv) of the Section 14 is hereby amended
in its entirety to read as follows: "(iv) at any time on or after five
days after announcement and prior to the Expiration Date, any of the
following conditions shall occur . . . ."
Except as explicitly amended hereby, the Offer to Purchase remains in full
force and effect.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
To the extent that funds are borrowed in order to consummate the Offer,
those funds will be borrowed pursuant to Laidlaw's existing revolving credit
facilities among Laidlaw, as borrower, and a syndicate of financial institutions
for which Canadian Imperial Bank of Commerce acts as
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administrative agent. Laidlaw may borrow up to an aggregate amount of $1.4
billion under these facilities for general corporate purposes, including the
transactions contemplated by the Offer. The revolving period of the facilities
extends 364 days and if not extended, the facilities, to the extent drawn at the
end of the revolving period, become payable over a five year period. Under the
applicable agreements, Laidlaw is required to maintain certain balance sheet
ratios, all of which are satisfied and are expected to satisfied following
consummation of the Offer. The interest rates under the facilities, as a result
of swap agreements extending to September 2003, averaged 6.22% at August 31,
1996.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Released issued February 6, 1997.
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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.
Dated: February 7, 1997 MEDTRANS ACQUISITION CO.
By: /s/ Ivan R. Cairns
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Its: Senior Vice President
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LAIDLAW INC.
By: /s/ Ivan R. Cairns
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Its: Senior Vice President
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EXHIBIT (a)(9)
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LAIDLAW EXTENDS AMR OFFER
February 6, 1997 . . . Burlington, Ontario. Laidlaw Inc. (NYSE:LDW.B) has
extended the cash offer of $40(U.S.) for each of the approximately 28 million
outstanding shares of American Medical Response (AMR) -- (NYSE:EMT) -- until
midnight, New York time on Friday, February 14, 1997.
Laidlaw says the extension should allow sufficient time to complete the review
of the transaction under the Hart-Scott-Rodino Antitrust Improvements Act.
-30-
Contact: T.A.G. Watson
Vice President
Laidlaw Inc.
1-800-563-6072 ext. 309
