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)
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On June 28, 2001, Laidlaw Inc., a Canadian corporation ("Laidlaw"), and
four of its direct and indirect subsidiaries, filed voluntary petitions for
relief under chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court
for the Western District of New York (the "U.S. Bankruptcy Court"). In addition,
Laidlaw and Laidlaw International, Inc. (formerly Laidlaw Investments Ltd., an
Ontario corporation, "Laidlaw International") commenced Canadian insolvency
proceedings under the Canadian Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Toronto, Ontario, Canada (the "Canadian
Court"). None of Laidlaw's operating subsidiaries was included in the filings.
On February 27, 2003, the U.S. Bankruptcy Court entered an order (the
"Confirmation Order") confirming the Third Amended Joint Plan of Reorganization
of Laidlaw and its debtor affiliates, dated January 23, 2003 (the "Plan"). On
February 28, 2003, the Canadian Court issued an order recognizing the U.S.
Bankruptcy Court's Confirmation Order and implementing the Confirmation Order in
Canada with respect to Laidlaw's Canadian insolvency proceeding. The Plan became
effective on June 23, 2003 (the "Effective Date").
The following is a summary of certain material provisions of the Plan.
The summary does not purport to be complete and is qualified in its entirety by
reference to the provisions of the Plan, which is filed as an exhibit to this
Current Report on Form 8-K and incorporated by reference.
The Plan provides for, among other things:
- transactions that resulted in the ultimate parent company in
the corporate structure being Laidlaw International, Inc., a
Delaware corporation;
- the implementation of a settlement and lock-up agreement,
dated as of June 27, 2001, as amended, among the debtors,
specified lenders under Laidlaw's prepetition credit facility
and specified holders of Laidlaw's prepetition notes;
- the implementation of a settlement agreement, dated as of July
18, 2002, among the debtors, Safety-Kleen Corp. and Toronto
Dominion (Texas), Inc.;
- the implementation of a settlement agreement, dated as of July
24, 2002, among the debtors and plaintiffs in various
securities fraud class actions filed against Laidlaw and other
defendants, including its former and current officers and
directors, specified underwriters of Laidlaw's prepetition
notes and PricewaterhouseCoopers Canada and
PricewaterhouseCoopers LLP, Laidlaw's independent public
accountants;
- the cancellation of all common stock and preferred stock of
Laidlaw;
- the satisfaction and retirement of the debtors' unsecured
obligations through aggregate cash payments of approximately
$1,185.0 million and the issuance of approximately 103.8
million shares of common stock of Laidlaw International;
- the payment in full of all administrative and other priority
claims;
- the discharge of the debtors' subordinated claims, including
intercompany claims;
- the assumption, assumption and assignment, or rejection of
executory contracts and unexpired leases to which any debtor
is a party; and
- the selection of the board of directors of Laidlaw
International.
In connection with the implementation of the Plan, Laidlaw
International acquired from Laidlaw, in consideration for a combination of cash
and common stock of Laidlaw International, all of Laidlaw's assets, other than
its equity interest in Laidlaw International, including all of the equity and
debt of Laidlaw's Canadian and non-U.S. operations, Greyhound Canada
Transportation Corp. and Laidlaw Transit Ltd. 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 Laidlaw prior to the Effective Date. In addition,
Laidlaw International domesticated into the United States and changed its name
from Laidlaw Investments Ltd. to Laidlaw International, Inc.
The Plan provides that, as of the Effective Date, Laidlaw International
is authorized to issue 500,000,000 shares of common stock, par value $0.01 per
share. 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 Laidlaw Inc. creditors. Approximately 31.1 million of
these shares were issued to holders of Laidlaw bank debt claims (Class 4 under
the Plan); approximately 57.9 million to holders of 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 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.
Information as to the assets and liabilities of Laidlaw International
as of February 28, 2003, is filed as Exhibit 99.1 hereto and incorporated herein
by reference. Such information has been extracted from the unaudited financial
statements included in Laidlaw's Form 6-K filed with the Securities and Exchange
Commission on May 13, 2003 and should be read in conjunction with such financial
statements, including the notes thereto. On or about the Effective Date, Laidlaw
International will adopt the provisions of "fresh start accounting," which
require Laidlaw International to restate all assets and liabilities to their
fair value. Laidlaw International has not yet completed fresh start accounting
on its historical consolidated financial statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number Exhibit Description
-------------- -------------------
2.1 Third Amended Joint Plan of Reorganization of Laidlaw USA, Inc.
and Its Debtor Affiliates, dated January 23, 2003
2.2 Modifications to the Third Amended Joint Plan of Reorganization
2.3 Second modifications to the Third Amended Joint Plan of Reorganization
99.1 Consolidated Balance Sheet of Laidlaw Inc. as of February 28, 2003
(unaudited)
99.2 Press Release dated June 23, 2003
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 7, 2003
Exhibit Index
Exhibit Number Exhibit Description
-------------- -------------------
2.1 Third Amended Joint Plan of Reorganization of Laidlaw USA, Inc.
and Its Debtor Affiliates, dated January 23, 2003
2.2 Modifications to the Third Amended Joint Plan of Reorganization
2.3 Second modifications to the Third Amended Joint Plan of
Reorganization
99.1 Consolidated Balance Sheet of Laidlaw Inc. as of February 28, 2003
(unaudited)
99.2 Press Release dated June 23, 2003