-----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, H9iVIZ3fGKrPJ/WHO6v4hDBTk5LI9X5EQ6CdTZcQmXA7ruK7yhyqwcU8ozNnpD2H 6MNh22dudW/PFJkgNC6ejw== 0000950134-99-000496.txt : 19990129 0000950134-99-000496.hdr.sgml : 19990129 ACCESSION NUMBER: 0000950134-99-000496 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990126 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREYHOUND LINES INC CENTRAL INDEX KEY: 0000813040 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 860572343 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10841 FILM NUMBER: 99514600 BUSINESS ADDRESS: STREET 1: 15110 N DALLAS PKWY STE 600 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 9727897000 MAIL ADDRESS: STREET 1: 15110 N DALLAS PARKWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 8-K 1 FORM 8-K 1 ================================================================================ 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): 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 ================================================================================ 2 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. -2- 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits:
Exhibit Number Exhibit ------ ------- 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.
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 ------------------------------------- Mark E. Southerst, Vice President and General Counsel and Secretary Dated: January 28, 1999 -3- 4 INDEX TO EXHIBITS
EXHIBIT NUMBER Exhibit ------ ------- 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.
EX-2.2 2 LAIDLAW LETTER DATED JANUARY 26, 1999 1 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 -----END PRIVACY-ENHANCED MESSAGE-----