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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
AMENDMENT NO. 4
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
(905) 336-1800
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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Copy to:
STEPHEN J. DRAGICH
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5692
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AMENDMENT NO. 4
TO
SCHEDULE 14D-1
This Amendment No. 4 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.
In response to the Offer to Purchase, 25,375,494 Shares (including
2,270,872 Shares subject to guaranteed delivery), or approximately 94% of the
outstanding Shares, were tendered as of the Expiration Date and have been
accepted for payment. As a result, the Offer to Purchase has been concluded.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press Released issued February 17, 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 17, 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)(11)
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LAIDLAW/AMR MERGER PROCEEDS
FEBRUARY 17, 1997...BURLINGTON, ONTARIO. Laidlaw Inc. (NYSE:LDW.B) said today
that 25,375,494 (including 2,270,872 shares subject to guaranteed delivery) or
approximately 94% of the outstanding shares of American Medical Response, Inc.
(AMR) -- (NYSE:EMT) --, have been tendered to its cash offer to purchase all the
outstanding AMR shares for U.S. $40.00 per share. The offer expired at
midnight, New York Time, February 14.
Laidlaw says that it will pay the offered price for all shares tendered
commencing February 18. In accordance with the merger agreement, Laidlaw will
effect the merger of AMR as soon as practicable, which will result in each
untendered share being converted into the right to receive U.S. $40.00 per
share.
AMR, the largest operator in the healthcare transportation industry in the
United States, with annualized net revenue of approximately $750 million, will
be merged with Laidlaw's MedTrans unit, the second largest ambulance service
company, generating approximately $600 million in annualized net revenue. The
transaction will be immediately accretive to Laidlaw's earnings.
The combined entity will be based in Aurora, Colorado and operate as American
Medical Response, Inc. AMR will operate 4,700 vehicles, employ more than 20,000
people in 35 states and will broaden Laidlaw's services to the healthcare
marketplace with the addition of hospital emergency department management and
disease management services.
Commenting on the transaction, James R. Bullock, Laidlaw's President and CEO
said,
"The purchase of AMR combines the industry's top two healthcare
transportation firms. It more than doubles Laidlaw's
participation in a growing industry which we will expand beyond
traditional transportation into a variety of related emergency and
non-emergency healthcare services. AMR extends our reach into 11
new states and our service capability to include emergency
physician and disease management services. It broadens our
ability to respond to both the emergency and non-emergency service
needs of health maintenance organizations. While medical
transportation will be the core of the business for some time,
these allied medical services represent a $30 billion annual
market offering dramatic growth opportunities to Laidlaw with its
new, national presence in the industry."
Laidlaw Inc. is a major provider of transportation and environmental services to
municipalities and industries throughout the United States and Canada. Shares
are also listed on the Toronto
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and Montreal stock exchanges.
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Contact: 1-800-563-6072
T.A.G. Watson Vice President, Communications
ext. 309 Laidlaw Inc.
Les Haworth Senior Vice President and C.F.O.
ext. 208 Laidlaw Inc.
