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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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EMCARE HOLDINGS INC.
(Name of Subject Company)
EHI ACQUISITION CORP.
LAIDLAW INC.
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
000290 8201
(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)
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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 EHI Acquisition Corp. (the "Purchaser"), a Delaware
corporation and an indirect 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 Emcare Holdings
Inc. at a purchase price of $38.00 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 August 5, 1997, and in the related
Letter of Transmittal. The item numbers and responses there to below are in
accordance with the requirements of Schedule 14D-1.
In response to the Offer to Purchase, 7,865,000 Shares (including Shares
subject to guaranteed delivery), or approximately 95% 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)(10) Press Release issued September 4, 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: September 4, 1997 EHI ACQUISITION CORP.
By: /s/ Ivan R. Cairns
---------------------------------
Its: Senior Vice President, General Counsel
and Secretary
LAIDLAW INC.
By: /s/ Ivan R. Cairns
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Its: Senior Vice President and General
Counsel
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EXHIBIT (a)(10)
LAIDLAW / EMCARE MERGER PROCEEDS
BURLINGTON, ONTARIO...SEPTEMBER 4, 1997, Laidlaw Inc. (NYSE:LDW;TSE and
ME:LDM) said today that 7,865,000, or approximately 95% of the outstanding
shares of EmCare Holdings Inc. (Nasdaq:EMCR) - have been tendered to its cash
offer to purchase all the outstanding EmCare shares for U.S. $38.00 per
share. The offer expired at midnight, New York Time, September 3.
Laidlaw says that it will pay the offered price for all shares tendered
commencing September 8. In accordance with the merger agreement, Laidlaw
will effect the merger of EmCare as soon as practicable, which will result in
each untendered share being converted into the right to receive U.S. $38.00
per share.
EmCare is widely regarded within its industry as a premier provider of
emergency physician practice management services. Founded in 1972, the
company provides a variety of services to hospital emergency departments,
principally physician recruitment and staffing as well as inpatient, primary
and managed care service contracting. More than 90% of its $260 million
annualized revenue is generated by the management of emergency departments
under 131 contracts in 162 hospitals. EmCare operates in 21 states and
contracts with 1,800 physicians who annually provide care for more than three
million patients. EmCare will integrate the STAT emergency department
management business of Laidlaw's American Medical Response (AMR) into its
operations.
Commenting on the transaction, James R. Bullock, Laidlaw's President and CEO
said,
"The acquisition of EmCare with its focus on unscheduled, episodic care
provides Laidlaw with a strong complement to our national presence in
emergency healthcare transportation - our American Medical Response,
ambulance service. EmCare reinforces our interests in broader markets
associated with emergency healthcare services."
Based in Burlington, Ontario, Laidlaw Inc. is the largest emergency
healthcare transportation, school busing and municipal transit service
company in North America.
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.
