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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): JANUARY 26, 1999
GREYHOUND LINES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-10841 86-0572343
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
15110 NORTH DALLAS PARKWAY, SUITE 600, DALLAS, TEXAS 75248
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 789-7000
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ITEM 5. OTHER EVENTS.
Greyhound Lines, Inc. (the "Company") is a party to an Amended and
Restated Agreement and Plan of Merger (the "Merger Agreement") with Laidlaw Inc.
("Laidlaw") and Laidlaw Transit Acquisition Corp., a wholly owned subsidiary of
Laidlaw.
In the merger, Laidlaw will pay $6.50 (the "merger consideration") for
each outstanding share of the Company's common stock. Under the terms of the
Merger Agreement, Laidlaw had the option to satisfy up to $4.00 of the merger
consideration with Laidlaw common shares. However, on January 26, 1999, Laidlaw
delivered to Greyhound a letter informing Greyhound that Laidlaw was irrevocably
waiving its right to satisfy any portion of the merger consideration with
Laidlaw common shares. As a result, the merger consideration will be paid
entirely in cash.
A copy of the Laidlaw letter is filed as an exhibit to this report and
is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
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Exhibit
Number Exhibit
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2.1 Amended and Restated Agreement and Plan of
Merger (the "Merger Agreement"), dated as of
November 5, 1998, by and among Greyhound
Lines, Inc., Laidlaw Inc. and Laidlaw
Transit Acquisition Corp. (In accordance
with Item 601 of Registration S-K, this copy
of the Merger Agreement does not include the
schedules thereto, which schedules are
listed in the table of schedules to the
Merger Agreement. The Company agrees to
furnish supplementary to the Securities and
Exchange Commission a copy of such schedules
upon request.) (filed as Exhibit 2.1 to the
Company's Form 10-Q for the period ended
September 30, 1998 and incorporated herein
by reference)
2.2 Laidlaw letter, dated January 26, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GREYHOUND LINES, INC.
By: /s/ Mark E. Southerst
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Mark E. Southerst, Vice President and
General Counsel and Secretary
Dated: January 28, 1999
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER Exhibit
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2.1 Amended and Restated Agreement and Plan of Merger (the
"Merger Agreement"), dated as of November 5, 1998, by
and among Greyhound Lines, Inc., Laidlaw Inc. and
Laidlaw Transit Acquisition Corp. (In accordance with
Item 601 of Registration S-K, this copy of the Merger
Agreement does not include the schedules thereto, which
schedules are listed in the table of schedules to the
Merger Agreement. The Company agrees to furnish
supplementary to the Securities and Exchange Commission
a copy of such schedules upon request.) (filed as
Exhibit 2.1 to the Company's Form 10-Q for the period
ended September 30, 1998 and incorporated herein by
reference)
2.2 Laidlaw letter, dated January 26, 1999.
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EXHIBIT 2.2
[LAIDLAW INC. LETTERHEAD]
January 26, 1999
via mail and fax
972-387-1874
Mr. Craig R. Lentzsch
President and
Chief Executive Officer
Greyhound Lines, Inc.
15110 N. Dallas Parkway
Dallas, Texas 75248
Dear Mr. Lentzsch:
We refer to the Amended and Restated Agreement and Plan of Merger by
and among Laidlaw Inc., Laidlaw Transit Acquisition Corp. and Greyhound Lines,
Inc. dated as of November 5, 1998. Laidlaw Inc. hereby gives notice that it will
not elect to satisfy any of the Merger Consideration with its common shares as
provided in Section 1.6(b) of the Merger Agreement and irrevocably waives its
entitlement to make such an election.
Yours very truly,
LAIDLAW INC.
/s/ James R. Bullock
James R. Bullock
President and
Chief Executive officer
JRB/jm
cc: via fax 212-755-7306
Mr. Robert A. Profusek, Esq.
Jones, Day, Reavis & Pogue
