-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TfyL5S9FfxAVLgOWPwMllXJgFD5ZE6Hr6DAbr6ahA7St9/BgqX9escas4Bs1eDYi Z+Ex28Eb8qdaedTwTIHxrA== 0001299933-07-005684.txt : 20070928 0001299933-07-005684.hdr.sgml : 20070928 20070928100429 ACCESSION NUMBER: 0001299933-07-005684 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070928 ITEM INFORMATION: Other Events FILED AS OF DATE: 20070928 DATE AS OF CHANGE: 20070928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAIDLAW INTERNATIONAL INC CENTRAL INDEX KEY: 0000737874 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 980390488 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10657 FILM NUMBER: 071140851 BUSINESS ADDRESS: STREET 1: 55 SHUMAN BLVD. STREET 2: SUITE 400 CITY: NAPERVILLE STATE: IL ZIP: 60563 BUSINESS PHONE: 6308483000 MAIL ADDRESS: STREET 1: 55 SHUMAN BLVD. STREET 2: SUITE 400 CITY: NAPERVILLE STATE: IL ZIP: 60563 FORMER COMPANY: FORMER CONFORMED NAME: LAIDLAW INC DATE OF NAME CHANGE: 19941215 FORMER COMPANY: FORMER CONFORMED NAME: LAIDLAW TRANSPORTATION LTD DATE OF NAME CHANGE: 19900118 8-K 1 htm_22899.htm LIVE FILING LAIDLAW INTERNATIONAL, INC. (Form: 8-K)  

 


UNITED STATES
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

     
Date of Report (Date of Earliest Event Reported):   September 28, 2007

LAIDLAW INTERNATIONAL, INC.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 000-10657 98-0390488
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
55 Shuman Blvd. Suite 400, Naperville, Illinois   60563
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (630) 848-3000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01 Other Events.

On September 28, 2007 Laidlaw International, Inc. released a press release announcing that the Antitrust Division of the U.S. Department of Justice has granted early termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period, thereby permitting the proposed acquisition of Laidlaw by FirstGroup plc to close. A copy of the press release is furnished as part of this report on Form 8-K as exhibit 99.1 and is incorporated herein in its entirety by reference.






SIGNATURES

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.

         
    LAIDLAW INTERNATIONAL, INC.
          
September 28, 2007   By:   Jeffrey W. Sanders
       
        Name: Jeffrey W. Sanders
        Title: Vice President, Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press release dated September 28, 2007
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

DOJ TERMINATES HSR ACT WAITING PERIOD ALLOWING PROPOSED ACQUISITION OF LAIDLAW BY FIRSTGROUP
TO PROCEED

NAPERVILLE, ILLINOIS, September 28, 2007 – Laidlaw International, Inc. (NYSE: LI) today announced that the Antitrust Division of the U.S. Department of Justice has granted early termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period, thereby permitting the proposed acquisition of Laidlaw by FirstGroup plc to close. No further regulatory review is necessary for the parties to complete the transaction. Laidlaw and FirstGroup expect to complete their merger on October 1, 2007.

On February 9, 2007 Laidlaw announced that the Company had entered into a merger agreement with FirstGroup plc to acquire all outstanding shares of Laidlaw for $35.25 per share.

Certain statements contained in this press release, including statements that are not historical facts, are forward-looking statements made under the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of terminology such as: believe, hope, may, anticipate, should, intend, plan, will, expect, estimate, continue, project, positioned, strategy and similar expressions. Such statements involve certain risks, uncertainties and assumptions that include, but are not limited to:

    Risks and uncertainties related to the proposed merger with FirstGroup, including the satisfaction of customary closing conditions;  

    Economic and other market factors, including competitive pressures and changes in pricing policies;  

    The ability to implement initiatives designed to increase operating efficiencies or improve results;  

    Costs and risks associated with litigation and indemnification obligations;  

    Changes in interpretations of existing, or the adoption of new, legislation, regulations or other laws;  

    The potential for rising labor costs and actions taken by organized labor unions;  

    Continued increases in prices of fuel and potential shortages;  

    Control of costs related to accident and other risk management claims;  

    Terrorism and other acts of violence;  

    The ability to produce sufficient future taxable income to allow us to recover our deferred tax assets;  

    The ability to pay dividends;  

    Potential changes in the mix of businesses we operate;  

    The inability to earn sufficient returns on pension plan assets thus requiring increased funding; and  

    Other risks and uncertainties described in Laidlaw’s filings with the Securities and Exchange Commission (SEC).  

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. In light of these risks and uncertainties you are cautioned not to place undue reliance on these forward-looking statements. Laidlaw undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures Laidlaw makes on related subjects as may be detailed in Laidlaw’s other filings made from time to time with the SEC.

About Laidlaw International, Inc.

Laidlaw International, Inc. is a holding company for North America’s largest providers of school and inter-city bus transport services and a leading supplier of public transit services. The company’s businesses operate under the brands: Laidlaw Education Services, Greyhound Lines, Greyhound Canada and Laidlaw Transit. The company’s shares trade on the New York Stock Exchange (NYSE: LI). For more information on Laidlaw, visit the website: www.laidlaw.com.

About FirstGroup PLC

FirstGroup plc is the UK’s largest surface transportation company. FirstGroup operates passenger and freight rail services in the UK. Its passenger operations include regional, intercity and commuter services. FirstGroup is also the UK’s largest bus operator running more than one in five of all local bus services. In North America, FirstGroup has three operating divisions: yellow school buses (First Student), transit contracting and management services (First Transit) and vehicle maintenance and ancillary services (First Services). FirstGroup’s shares trade on the London Stock Exchange (LSE: FGP). For more information on FirstGroup, visit the website: www.firstgroup.com.

Contact:
Jeff McDougle
Vice President, Treasurer
Phone: 630-848-3146

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