SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

LAIDLAW INTERNATIONAL, INC.

(Name of Issuer)

LAIDLAW INTERNATIONAL, INC.

(Name of Filing Person (Offeror))

Common Stock, $0.01 par value
(including the associated preferred share purchase rights attached thereto)
(Title of Class of Securities)

50730R102
(CUSIP Number of Class of Securities)

Beth Byster Corvino, Esq.
Executive Vice President, General Counsel
and Corporate Secretary
Laidlaw International, Inc.
55 Shuman Boulevard, Suite 400
Naperville, Illinois 60563
(630) 848-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Filing Person(s))

Copy to:
Richard S. Meller, Esq.
Latham & Watkins
233 S. Wacker Drive, Suite 5800
Chicago, Illinois 60606
(312) 876-7700

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing
	fee**
$427,500,000	$45,742.50

*	Calculated solely for the purpose of determining the filing fee, based upon the purchase of 15,000,000 shares of common stock, $0.01 par value, at the maximum tender offer price of $28.50 per share.
**	The amount of filing fee was calculated at a rate of $107.00 per $1,000,000 of the transaction value. It was calculated by multiplying the transaction value by 0.000107.

þ     Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:$45,742.50	Filing party: Laidlaw International, Inc.
Form or Registration No.: Schedule TO-I	Date Filed: July 10, 2006

o     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1

þ issuer tender offer subject to Rule 13e-4

o going private transaction subject to Rule 13e-3

o amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer     o

     This Amendment No. 2 to Tender Offer Statement on Schedule TO (“Amendment No. 2”) relates to the offer by Laidlaw International, Inc., a Delaware corporation (“Laidlaw”) to purchase up to 15,000,000 shares, or such lesser number of shares as are properly tendered, of its common stock, $0.01 par value, including the associated preferred share purchase rights issued pursuant to the Rights Agreement, dated June 23, 2003, by and between Laidlaw and Wells Fargo Bank Minnesota, National Association, as Rights Agent, at a price not greater than $28.50 nor less than $25.50 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Laidlaw’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 10, 2006 and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the tender offer. This Amendment No. 2 amends and supplements Amendment No. 1 filed with the Securities and Exchange Commission on July 11, 2006, and the Tender Offer Statement on Schedule TO filed by Laidlaw on July 10, 2006 (as amended, the “Schedule TO”) as set forth below. This Amendment No. 2 to Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended.

     The information in the Offer to Purchase and the related Letter of Transmittal, copies of which previously were filed on Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) thereto, respectively, is incorporated herein by reference in answer to Items 1 through 11 in Schedule TO except that such information is hereby amended and supplemented to the extent specifically provided herein.

ITEM 12. EXHIBITS.

     Item 12 of Schedule TO is hereby amended and supplemented by adding the following:

(a)(5)(vi)	Notice to Canadian holders and related certification, dated July 13, 2006.
(a)(5)(vii)	Submission to Jurisdiction and Appointment of Agent for Service of Process, dated July 13, 2006.
(a)(5)(viii)	Report under Section 189.1.3 of the Regulations pursuant to Section 147.21(2) of the Securities Act (Quebec), R.S.Q., c. V-1.1, as amended, dated July 13, 2006.
(a)(5)(ix)	Certificate of Eligibility, dated July 13, 2006.

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: July 14, 2006	LAIDLAW INTERNATIONAL, INC.
	By	/s/ Douglas A. Carty
		Name:	Douglas A. Carty
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
(a)(1)(i)	Offer to Purchase, dated July 10, 2006.*
(a)(1)(ii)	Letter of Transmittal.*
(a)(1)(iii)	Notice of Guaranteed Delivery.*
(a)(1)(iv)	Letter to Shareholders, dated July 10, 2006.*
(a)(1)(v)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(2)-(4)	Not applicable.
(a)(5)(i)	Press Release, dated July 10, 2006.*
(a)(5)(ii)	Summary Advertisement, dated July 10, 2006.*
(a)(5)(iii)	Questions and Answers for employees regarding stock buy back.*
(a)(5)(iv)	Letter to employees regarding stock buy back.*
(a)(5)(v)	Memo to Equity Plan Participants about participation in the tender offer.**
(a)(5)(vi)	Notice to Canadian holders and related certification, dated July 13, 2006.
(a)(5)(vii)	Submission to Jurisdiction and Appointment of Agent for Service of Process, dated July 13, 2006.
(a)(5)(viii)	Report under Section 189.1.3 of the Regulations pursuant to Section 147.21(2) of the Securities Act (Quebec), R.S.Q., c. V-1.1, as amended, dated July 13, 2006.
(a)(5)(ix)	Certificate of Eligibility, dated July 13, 2006.
(b)	Commitment Letter dated July 5, 2006, by and among Laidlaw International, Inc., Citigroup Global Markets Inc., UBS Securities LLC and Morgan Stanley Senior Funding, Inc.*
(d)	Rights Agreement, dated June 23, 2003, by and between Laidlaw International, Inc. and Wells Fargo Bank Minnesota, National Association, as Rights Agent (filed as Exhibit 4.3 to the Form 8-K filed on July 9, 2003 and incorporated herein by reference).*
(g)	Not applicable.
(h)	Not applicable.

*	Previously filed on Schedule TO-I on July 10, 2006.
**	Previously filed on Amendment No. 1 to Schedule TO-I on July 11, 2006.

EX-99.(A)(5)(VI)

Exhibit (a)(5)(vi)

July 13, 2006

LAIDLAW INTERNATIONAL, INC.

NOTICE TO CANADIAN HOLDERS

Offer to Purchase for Cash
up to 15,000,000 Shares of Its Common Stock
(Including the Associated Preferred Share Purchase Rights)
at a Purchase Price Not Greater Than
$28.50 Nor Less Than $25.50 Per Share

This bid is made in Canada for securities of a U.S. issuer in accordance with U.S. federal securities laws. Securityholders should be aware that the U.S. requirements applicable to the bid may differ from those of the provinces and territories of Canada.

Certain of the directors and officers of the offeror reside outside of Canada. Substantially all of the assets of these persons and of the offeror may be located outside of Canada. The offeror has appointed Blakes Extra-Provincial Services Inc. as its agent for service of process in Canada, but it may not be possible for securityholders to effect service of process within Canada upon the directors or officers of the offeror. It may also not be possible to enforce against the offeror, its directors and officers judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.

Securities legislation in certain of the provinces and territories of Canada provides securityholders of the offeree issuer with, in addition to any other rights they may have at law, remedies for rescission or, in some jurisdictions, damages if a circular or notice that is required to be delivered to such securityholders contains a misrepresentation or is not delivered to the securityholder, provided that such remedies for rescission or damages are exercised by the securityholder within the time limit prescribed by the securities legislation of the securityholder’s province or territory. The securityholder should refer to the applicable provisions of the securities legislation of the securityholder’s province or territory for particulars of these rights or consult with a legal adviser. Rights and remedies also may be available to securityholders under U.S. law; securityholders may wish to consult with a U.S. legal adviser for particulars of these rights.

CERTIFICATE

July 13, 2006

The following, together with documents incorporated by reference, contains no untrue statement of material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

(Signed) Kevin E. Benson
President and
Chief Executive Officer (Signed) Jeffrey Sanders
Vice President and
Chief Financial Officer

On behalf of the Board of Directors:

(Signed) John F. Chlebowski
Director (Signed) Peter E. Stangl
Director

EX-99.(A)(5)(VII)

Exhibit (a)(5)(vii)

FORM 71-101F1
SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR
SERVICE OF PROCESS

Issuer Bid

1.	Name of issuer (the “Issuer”): Laidlaw International Inc.
2.	Jurisdiction of incorporation of Issuer: Delaware
3.	Address of principal place of business of Issuer: 55 Shuman Boulevard, Suite 400, Naperville, Illinois, 60563, USA
4.	Description of securities (the “Securities”): Common Stock (including the associated Preferred Share Purchase Rights)
5.	Date of Bid (the “Bid”) for the Securities: July 13, 2006
6.	Name of agent (the “Agent”): Blakes Extra-Provincial Services Inc.
7.	Address for service of process of Agent in Canada: Commerce Court West, 199 Bay Street, 28th Floor, Toronto, Ontario, M5L 1A9
8.	The Offeror designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the “Proceeding”) arising out of or relating to or concerning the Bid, and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding.
9.	The Offeror irrevocably and unconditionally submits to the non-exclusive jurisdiction of,

(a)	the judicial, quasi-judicial and administrative tribunals of each of the provinces of Canada in which the Bid is made, and
(b)	any administrative proceeding in any such province,

in any Proceeding arising out of or related to or concerning the Bid.

-2-

10.	Until six years from the date of the Bid, the Offeror will file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before termination of this submission to jurisdiction and appointment of agent for service of process.
11.	Until six years from the date of the Bid, the Offeror will file an amended submission to jurisdiction and appointment of agent for service of process at least 30 days before any change in the name or above address of the Agent.
12.	This submission to jurisdiction and appointment of agent for service of process must be governed by and construed in accordance with the laws of Ontario.

Dated: July 13, 2006

LAIDLAW INTERNATIONAL INC.
	By:	(signed) Beth Byster Corvino
	Executive Vice President, General Counsel and Corporate Secretary

The undersigned accepts the appointment as agent for service of process of Laidlaw International Inc. under the terms and conditions of the appointment of agent for service of process stated above.

Dated: July 13, 2006

BLAKES EXTRA-PROVINCIAL SERVICES INC.
By:	(signed) W. R. F. McKee
	Director

EX-99.(A)(5)(VIII)

Exhibit (a)(5)(viii)

Securities Act (Quebec)

Report under Section 189.1.3 of the Regulations
pursuant to Section 147.21(2) of the Act

1.	Name and address of the offeree company:
	Laidlaw International, Inc. (“Laidlaw”) 55 Shuman Blvd., Suite 400 Naperville, Illinois 60563
2.	Name and address of the offeror:
	Issuer Bid — see question 1.
3.	The designation of the securities that are subject to the bid:
	The Common Stock (the “Shares”) of Laidlaw (including the associated Preferred Share Purchase Rights) are the subject of the bid and their CUSIP number is 50730R102.
4.	The date of the bid:
	The bid commenced on July 10, 2006 and will expire at 5:00 p.m. (New York City time) on August 7, 2006, or on such later date and time as extended by Laidlaw.
5.	The maximum number of securities of the class subject to the bid which are sought by the offeror:
	The maximum number of Shares sought by Laidlaw is 15,000,000, being approximately 15% of the 97,900,041 Shares issued and outstanding on May 31, 2006.
6.	The value, in Canadian dollars, of the consideration offered per security:
	The value of the consideration offered per Share will be determined pursuant to a procedure known as a “Modified Dutch Auction” which will allow shareholders of Laidlaw to deposit Shares at a price within the range of not less than $28.81 (US$25.50) per Share or more than $32.21 (US$28.50) per Share (based on the Bank of Canada’s noon US dollar exchange rate on July 13, 2006, which was $1.13 Canadian to $1.00 US). The actual purchase price that will be paid by Laidlaw will be the price per Share that will result in Laidlaw repurchasing not more than 15,000,000 Shares, however, Laidlaw may under certain circumstances and reserves the right to, in its sole discretion, purchase additional Shares of up to 2% of the outstanding Shares, subject to applicable legal requirements. Shareholders of Laidlaw who deposit their Shares at prices equal to or lower than the purchase price will receive the purchase price. All Shares deposited at a higher price will be returned to shareholders of Laidlaw.
7.	The fee payable in respect of the bid, as calculated under section 271.4(1):
	Cdn.$1,000
	DATED: July 13, 2006.

LAIDLAW INTERNATIONAL, INC.
	By:	/s/ Beth Byster Corvino
		Beth Byster Corvino
		Executive Vice President, General Counsel

EX-99.(A)(5)(IX)

Exhibit (a)(5)(ix)

CERTIFICATE OF ELIGIBILITY

The undersigned senior officer of Laidlaw International Inc. hereby certifies, for and on behalf of Laidlaw International Inc., and without personal liability, that the eligibility criteria set forth in subsection 12.1(1) of National Instrument 71-101 are satisfied and that the MJDS issuer bid circular of Laidlaw International Inc. (other than those portions thereof that have been prescribed by National Instrument 71-101) has been prepared in accordance with U.S. federal securities law.

Dated July 13, 2006

LAIDLAW INTERNATIONAL INC.

By: (signed) Beth Byster Corvino
Executive Vice President, General
Counsel and Corporate Secretary