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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 4, 1997
Date of Report (Date of earliest event reported)
EMCARE HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-24986 13-3645287
(State or other jurisdiction Commission File Number (IRS Employer
of incorporation) Identification Number)
1717 MAIN STREET, SUITE 5200, DALLAS, TEXAS 75201
(Address of principal executive office) (Zip Code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On July 29, 1997, EmCare Holdings Inc. (the "Company), Laidlaw Inc.
(the "Parent") and EHI Acquisition Corp. (the "Purchaser") entered into an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to which
Purchaser commenced a tender offer (the "Offer") to purchase for $38.00 per
share, net to the sellers in cash (the "Offer Consideration"), all of the
issued and outstanding shares of common stock, $.01 par value per share, of the
Company (the "Shares").
At 12:00 midnight on September 3, 1997, the Offer expired. On
September 4, 1997, Purchaser gave notice to ChaseMellon Shareholder Services,
as Depositary for the Offer, of its decision to accept for payment all Shares
validly tendered pursuant to the Offer. The total number of Shares validly
tendered pursuant to the Offer was 8,173,700 (the "Tendered Shares"),
representing approximately 98.7% of the outstanding Shares. As of September 8,
1997, Purchaser had paid for all the Tendered Shares in accordance with the
terms of the Offer. The aggregate purchase price for the Tendered Shares was
$310,600,600.
Based on information contained in the Schedule 14D-1 dated August 5,
1997 filed by Purchaser and Parent with the Securities and Exchange Commission
(the "Commission"), the Company believes that (i) the Purchaser's source of
funds to acquire the Shares was Parent; and (ii) Parent's source of funds to
acquire the Shares was funds available to it from cash on hand, from undrawn or
available credit under its existing revolving credit facilities among Parent,
as borrower, and a syndicate of financial institutions for which Canadian
Imperial Bank of Commerce acts as administrative agent, and other sources.
On September 10, 1997, Purchaser was merged (the "Merger") with and
into the Company. As a result of the Merger, (i) the separate corporate
existence of the Purchaser ceased, (ii) the Company continued as the surviving
corporation under the laws of the State of Delaware and as a wholly owned
subsidiary of the Parent, and (iii) each Share (other than Dissenting Shares
(as defined in the Merger Agreement) or Shares owned directly or indirectly by
the Parent or any of its subsidiaries or the Company as treasury shares) was
converted into the right to receive the Offer Consideration.
Pursuant to the terms of the Merger Agreement, at the effective time
of the Merger, the directors of the Purchaser became the directors of the
Company, and the officers of the Company remained the officers of the Company;
the Purchaser did not exercise its right under the Merger Agreement prior to
the effective time to designate a number of directors of the Company
proportionate to the Shares purchased in the Offer.
The foregoing summary of the terms and provisions of the Merger
Agreement is qualified in its entirety by reference to the Merger Agreement,
which is incorporated herein by reference as Exhibit 1, as amended by the First
Amendment To Merger Agreement, dated as of September 8, 1997, filed herewith as
Exhibit 2.
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ITEM 5. OTHER EVENTS.
On September 4, 1997, the Company requested that the Shares be
delisted from the NASDAQ National Market System ("NASDAQ"), effective as of the
effective time of the Merger. The Company intends to file shortly hereafter a
statement on Form 15 with the Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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<CAPTION>
NUMBER DESCRIPTION
<S> <C>
1 Agreement and Plan of Merger, dated July 29, 1997, between
EmCare Holdings Inc., Laidlaw Inc. and EHI Acquisition Corp.
(incorporated by reference from Exhibit 99.1 of the Company's
Schedule 14D-9 dated August 5, 1997 filed with the Commission
on August 5, 1997).
2 First Amendment to Merger Agreement, dated as of September 8,
1997, by and between EmCare Holdings, Inc., Laidlaw Inc. and
EHI Acquisition Corp.
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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.
Dated: September 10, 1997
EMCARE HOLDINGS INC.
BY: /s/ ROBERT F. ANDERSON, II
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Chief Financial Officer and
Senior Vice President
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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1 Agreement and Plan of Merger, dated July 29, 1997, between
EmCare Holdings Inc., Laidlaw Inc. and EHI Acquisition Corp.
(incorporated by reference from Exhibit 99.1 of the Company's
Schedule 14D-9 dated August 5, 1997 filed with the Commission
on August 5, 1997).
2 First Amendment to Merger Agreement, dated as of September 8,
1997, by and between EmCare Holdings, Inc., Laidlaw Inc. and
EHI Acquisition Corp.
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EXHIBIT 2
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
EMCARE HOLDINGS INC.
AND
LAIDLAW INC. (THE "PARENT")
EHI ACQUISITION CORP. ("ACQUISITION")
DATED AS OF
SEPTEMBER 8, 1997
WHEREAS, the parties hereto have entered into that certain Agreement
and Plan of Merger dated July 29, 1997 (the "Merger Agreement"), pursuant to
which EmCare Holdings Inc. (the "Company"), Parent and Acquisition agreed to
the acquisition of the Company by Parent upon the terms and subject to the
conditions set forth in the Merger Agreement; and
WHEREAS, the parties hereto desire to amend the Merger Agreement to
provide for certain adjustments in the capital stock of the surviving
corporation upon consummation of the Merger;
NOW, THEREFORE, in consideration of the foregoing Recitals (which are
hereby incorporated into and shall be deemed a part of this Agreement), the
covenants and agreements hereafter set forth, and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Section 2.6.4. The Merger Agreement is hereby amended by
amending Section 2.6.4 to read in its entirety:
2.6.4. Capital Stock of Acquisition. The shares of common stock, no
par value per share, of Acquisition issued and outstanding immediately
prior to the Effective Time shall be converted into and exchanged for
1,000 validly issued, fully paid and nonassessable shares of common
stock, no par value per share, of the Surviving Corporation.
2. Effective Date. The amendments and agreements provided in
this First Amendment to the Merger Agreement shall be effective as of September
8, 1997.
3. Ratification. Except as amended hereby, the Merger Agreement
shall remain in full force and effect in all respects.
4. Miscellaneous. This First Amendment to the Merger Agreement
may be executed in any number of counterparts, each of which shall be deemed to
be an original agreement, but all of which shall constitute one and the same
agreement. This First Amendment to the Merger Agreement constitutes the entire
agreement and understanding among the parties to this First Amendment to the
Merger Agreement and supersedes all prior agreements and understandings,
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both written and oral, with respect to the subject matter contained in this
First Amendment to the Merger Agreement. THIS FIRST AMENDMENT TO THE MERGER
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND FULLY
PERFORMED WITHIN THE STATE OF DELAWARE. This First Amendment to the Merger
Agreement shall be binding upon and shall inure to the benefit of each party to
this First Amendment to the Merger Agreement and such party's heirs, legal
representatives, permitted assigns, and successors.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, Parent, Acquisition and the Company have caused
this First Amendment to the Merger Agreement to be executed as of the date
first written above by their respective officers thereunto duly authorized.
LAIDLAW INC.
By:
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Name:
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Title:
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EHI ACQUISITION CORP.
By:
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Name:
---------------------------
Title:
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EMCARE HOLDINGS INC.
By:
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Name:
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Title:
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