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
JUNE 23, 2003
Date of Report (Date of Earliest Event Reported)
LAIDLAW INTERNATIONAL, INC.*
(Exact name of registrant as specified in its charter)
DELAWARE 000-13109 98-0390488
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
55 SHUMAN BLVD., SUITE 400
NAPERVILLE, ILLINOIS 60563
(Address of principal executive offices, including zip code)
(630) 848-3000
(Registrant's telephone number, including area code)
LAIDLAW INC.
3221 NORTH SERVICE ROAD
BURLINGTON, ONTARIO
CANADA L7R 3Y8
(Former name or former address, if changed since last report)
* Laidlaw International, Inc. is filing this Current Report on Form 8-K in its
capacity as the successor to Laidlaw Inc.
ITEM 5. OTHER EVENTS
On June 23, 2003 (the "Effective Date"), Laidlaw International, Inc., a
Delaware corporation (formerly Laidlaw Investments Ltd., an Ontario corporation,
"Laidlaw International"), became the successor to Laidlaw Inc., a Canadian
corporation ("Old Laidlaw"), as a result of the consummation of the transactions
contemplated by the Third Amended Joint Plan of Reorganization of Old Laidlaw
and its debtor affiliates (the "Plan") under chapter 11 of the U.S. Bankruptcy
Code, as confirmed by the U.S. Bankruptcy Court for the Western District of New
York (the "Court") on February 27, 2003. A copy of the Plan as confirmed by the
Court was filed as exhibit 2.1 to the Current Report on Form 8-K of Laidlaw
International filed with the Securities and Exchange Commission on July 7, 2003
and is incorporated herein by reference.
In connection with the implementation of the Plan, Laidlaw
International acquired from Old Laidlaw, in consideration for a combination of
cash and common stock of Laidlaw International, all of Old Laidlaw's assets,
other than its equity interest in Laidlaw International, including all of the
equity of Old Laidlaw's Canadian operations, Greyhound Canada Transportation
Corp. and Laidlaw Transit Ltd., and its other non-U.S. operations. Accordingly,
as a result of the consummation of the Plan, Laidlaw International owns all of
the U.S. and non-U.S. operations owned by Old Laidlaw prior to the Effective
Date. In addition, Laidlaw International domesticated into the United States as
a Delaware corporation and changed its name from Laidlaw Investments Ltd. to
Laidlaw International, Inc.
Under the Plan, all outstanding common and preferred stock of Old
Laidlaw was cancelled, and holders of Old Laidlaw common and preferred stock did
not receive any distributions. Pursuant to the Plan, Laidlaw International
issued new common stock and rights to purchase new preferred stock to creditors
of Old Laidlaw, including holders of Old Laidlaw bank and bond debt claims.
As a result of the consummation of the transactions contemplated by the
Plan, Laidlaw International became the successor issuer to Old Laidlaw. The
shares of common stock, par value $.01 per share, of Laidlaw International
issued in connection with the consummation of the Plan are deemed registered
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended,
under Rule 12g-3 of the Exchange Act.
This Current Report on Form 8-K is being filed by Laidlaw International
as notice that Laidlaw International is the successor issuer to Old Laidlaw
under Rule 12g-3 of the Exchange Act and is thereby subject to the informational
requirements of the Exchange Act and the rules and regulations promulgated
thereunder.
DESCRIPTION OF CAPITAL STOCK
The following description of the capital stock of Laidlaw International
is a summary, does not purport to be complete or give a complete description of
the applicable statutory or common law, and is subject in all respects to the
applicable provisions of law, and to the certificate of incorporation, by-laws
and rights agreement of Laidlaw International, which are incorporated herein by
reference and filed as exhibits 4.1, 4.2 and 4.3 hereto, respectively.
COMMON STOCK
Laidlaw International's authorized capital stock consists of
500,000,000 shares of common stock and 50,000,000 shares of series A junior
participating preferred stock. On or as soon as practicable after the Effective
Date, pursuant to the Plan, Laidlaw International issued approximately 103.8
million shares of common stock for distribution to Old Laidlaw creditors.
Approximately 31.1 million of these shares were issued to holders of Old Laidlaw
bank debt claims (Class 4 under the Plan); approximately 57.9 million to holders
of Old Laidlaw bond debt claims (Classes 5 and 5A under the Plan) and
approximately 11.0 million will be available for distribution to holders of
general unsecured claims (Class 6 under the Plan). In addition, approximately
3.8 million shares were issued to a trust in connection with Old Laidlaw's
settlement with the United States Pension Benefit Guaranty Corporation relating
to the funding level of certain subsidiary pension funds, and 5,000,000 shares
of common stock were reserved for issuance pursuant to Laidlaw International's
equity and performance incentive plan. No shares of preferred stock are
outstanding.
Holders of common stock are entitled to such dividends as may be
declared from time to time by the board of directors of Laidlaw International
out of funds legally available therefor. Each holder of common stock is entitled
to one vote for each share owned by such stockholder on all matters submitted to
a vote of the stockholders of Laidlaw International. These shares are not
entitled to cumulative voting rights. In the event of a liquidation, dissolution
or winding up of Laidlaw International, holders of common stock are entitled to
share equally and ratably in any assets remaining after the payment of all debt
and liabilities, subject to the prior rights of holders of the preferred stock,
if any such shares are outstanding. Holders of common stock have no preemptive
or other subscription or conversions rights. The common stock is not subject to
redemption. Subject to the terms and conditions set forth in the rights
agreement, dated as of June 23, 2003, between Laidlaw International and Wells
Fargo Bank Minnesota, National Association, as rights agent (the "Rights
Agreement"), each share of common stock is accompanied by a right to purchase
one one-hundredth of a share of preferred stock of Laidlaw International under
specified circumstances. A copy of the Rights Agreement is filed as exhibit 4.3
hereto and is incorporated herein by reference.
CERTAIN ANTI-TAKEOVER EFFECTS
Certain provisions of Laidlaw International's certificate of
incorporation and by-laws, as well as the Delaware General Corporation Law, may
have the effect of delaying, deferring or preventing a change in control of
Laidlaw International. Such provisions, including those regulating the
nomination of directors, limiting who may call special stockholders' meetings
and eliminating stockholder action by written consent, together with the Rights
Agreement, may make it more difficult for other persons, without the approval of
Laidlaw International's board of directors, to make a tender offer or otherwise
acquire substantial amounts of Laidlaw International's common stock or to launch
other takeover attempts that a stockholder might consider to be in such
stockholder's best interest.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number Exhibit Description
-------------- -------------------
4.1 Certificate of Incorporation of Laidlaw International, Inc.
4.2 By-laws of Laidlaw International, Inc.
4.3 Rights Agreement, dated as of June 23, 2003, by and between
Laidlaw International, Inc. and Wells Fargo Bank Minnesota,
National Association, as rights agent
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.
LAIDLAW INTERNATIONAL, INC.
By: /s/ Ivan R. Cairns
-----------------------------------------------
Name: Ivan R. Cairns
Title: Senior Vice President and General Counsel
Date: July 9, 2003
Exhibit Index
Exhibit Number Exhibit Description
-------------- -------------------
4.1 Certificate of Incorporation of Laidlaw International, Inc.
4.2 By-laws of Laidlaw International, Inc.
4.3 Rights Agreement, dated as of June 23, 2003, by and between
Laidlaw International, Inc. and Wells Fargo Bank Minnesota,
National Association, as rights agent