[Federal Register Volume 64, Number 140 (Thursday, July 22, 1999)]
[Notices]
[Pages 39555-39556]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-18745]
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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board
[STB Docket No. MC-F-20948]
Stagecoach Holdings plc--Control--Coach USA, Inc., et al.
AGENCY: Surface Transportation Board.
ACTION: Notice tentatively approving finance application.
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SUMMARY: Stagecoach Holdings plc (Stagecoach), a noncarrier that does
not control any U.S. carriers, filed an application under 49 U.S.C.
14303 to acquire control of Coach USA, Inc. (Coach), a noncarrier; its
7 noncarrier regional management subsidiaries (the management
companies); 1 and the 79 motor passenger subsidiaries (the
operating carriers) controlled by Coach through the management
companies. Persons wishing to oppose the application must follow the
rules under 49 CFR 1182.5 and 1182.8.2 The Board has
tentatively approved the transaction, and, if no opposing comments are
timely filed, this notice will be the final Board action.
\1\ The management companies are: Coach USA North Central, Inc.;
Coach USA Northeast, Inc.; Coach USA South Central, Inc.; Coach USA
Southeast, Inc.; Coach USA West, Inc.; Coach Canada, Inc.; and
Yellow Cab Service Corporation.
\2\ Revised procedures governing finance applications filed
under 49 U.S.C. 14303 were adopted in Revisions to Regulations
Governing Finance Applications Involving Motor Passenger Carriers,
STB Ex Parte No. 559 (STB served Sept. 1, 1998).
DATES: Comments must be filed by September 7, 1999. Applicants may file
a reply by September 20, 1999. If no comments are filed by September 7,
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1999, this notice is effective on that date.
ADDRESSES: Send an original and 10 copies of any comments referring to
STB Docket No. MC-F-20948 to: Surface Transportation Board, Office of
the Secretary, Case Control Unit, 1925 K Street, NW, Washington, DC
20423-0001. In addition, send one copy of comments to applicants'
representatives: William C. Sippel, Oppenheimer Wolff & Donnelly
(Illinois), Two Prudential Plaza, 45th Floor, 180 North Stetson Avenue,
Chicago, IL 60601-6710; and Betty Jo Christian, Steptoe & Johnson LLP,
1330 Connecticut Avenue, N.W., Washington, DC 20036.
FOR FURTHER INFORMATION CONTACT: Beryl Gordon, (202) 565-1600. [TDD for
the hearing impaired: (202) 565-1695.]
SUPPLEMENTARY INFORMATION: Stagecoach is a public limited company
organized under the laws of Scotland with no bus or other
transportation interests in the United States. With operations in eight
other countries, however, Stagecoach is one of the world's largest
providers of passenger transportation services.3 It had
annual revenues for the fiscal year ending April 30, 1999, of $2.475
billion.
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\3\ Stagecoach's principal business consists of divisions that
provide significant bus and rail passenger services in the United
Kingdom, and an overseas division that operates buses in
Scandinavia, Hong Kong, New Zealand, Portugal, Australia, and China.
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Coach is a Delaware corporation that controls the operating
carriers 4 through the management companies. Coach also
controls several non-federally regulated bus, van, and taxicab
companies.5
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\4\ Air Travel Transportation, Inc. (MC-166420); Airlines
Acquisition Co., Inc. (MC-223575); Airport Bus of Bakersfield (MC-
163191); Airport Limousine Service, Inc. (MC-315702); America
Charters, Ltd. (MC-153814); ASTI, Inc. (MC-252353); Americoach
Tours, Ltd. (MC-212649); Antelope Valley Bus, Inc. (MC-125057);
Arrow Line, Inc. (MC-1934); Arrow Stage Lines, Inc. (MC-29592);
Autocar Connaisseur, Inc. (MC-166643); Bayou City Coaches, Inc. (MC-
245246); Black Hawk-Central City Ace Express, Inc. (MC-273611); Blue
Bird Coach Lines, Inc. (MC-108531); Bonanza Bus Lines, Inc. (MC-
13028); Browder Tours, Inc. (MC-236290); Brunswick Transportation
Company d/b/a The Maine Line (MC-109495); Butler Motor Transit, Inc.
(MC-126876); California Charters, Inc. (MC-241211); Cape Transit
Corp. (MC-161678); Central Cab Company (MC-133058); Chenango Valley
Bus Lines, Inc. (MC-141324); Clinton Avenue Bus Company (MC-223062);
Colonial Coach Corp. (MC-39491); Community Coach, Inc. (MC-76022);
Community Transit Lines, Inc. (MC-145548); Desert Stage Lines, Inc.
(MC-140919); El Expreso, Inc. (MC-244195); Erie Coach Lines Company
(MC-127027); Gad-About Tours, Inc. (MC-198451); GL Bus Lines, Inc.
(MC-180074); Gray Line Air Shuttle, Inc. (MC-218255); Gray Line New
York Tours, Inc. (MC-180229); Gray Line Tours of Southern Nevada
(MC-127564); Grosvenor Bus Lines, Inc. (MC-157317); Gulf Coast
Transportation, Inc. (MC-201397); H.A.M.L. Corp. (MC-195792); Hudson
Transit Corporation (MC-133403); Hudson Transit Lines, Inc. (MC-
228); International Bus Services, Inc. (MC-155937); Kansas City
Executive Coach, Inc. (MC-203805); Keeshin Charter Services, Inc.
(MC-118044); Keeshin Transportation, LP (MC-263222); Kerrville Bus
Company, Inc. (MC-27530); K-T Contract Services, Inc. (MC-218583);
Leisure Time Tours, Inc. (MC-142011); Metro Cars, Inc. (MC-276823);
Mini Coach of Boston (MC-231090); Mountaineer Coach, Inc. (MC-
229627); Niagara Scenic Bus Lines, Inc. (MC-30787); Olympia Trails
Bus Co., Inc. (MC-138146); Orange, Newark, Elizabeth Bus, Inc. (MC-
206227); P&S Transportation, Inc. (MC-255382); Pawtuxet Valley Bus
Lines (MC-115432); PCSTC, Inc. (MC-184852); Pittsburgh
Transportation Charter Services, Inc. (MC-319195); Powder River
Transportation Services, Inc. (MC-161531); Progressive
Transportation Services, Inc. (MC-247074); Red & Tan Charter, Inc.
(MC-204842); Red & Tan Tours (MC-162174); Rockland Coaches, Inc.
(MC-29890); Ross Tours, Inc. (MC-175674); Salt Lake Coaches, Inc.
(MC-347528); Stardust Tours, Inc. d/b/a Gray Line Tours of Memphis
(MC-318341); Suburban Management Corp. (MC-264527); Suburban Trails,
Inc. (MC-149081); Suburban Transit Corp. (MC-115116); Syracuse and
Oswego Coach Lines, Inc. (MC-117805); Texas Bus Lines, Inc. (MC-
37640); Tippett Travel, Inc. d/b/a Marie's Charter Bus Lines (MC-
174043); Transportation Management Services, Inc. (MC-237433);
Trentway-Wagar, Inc. (MC-126430); Tucker Transportation Co., Inc.
(MC-223424); Utica-Rome Bus Co., Inc. (MC-7914); Valen
Transportation, Inc. (MC-212398); Van Nortwick Bros., Inc. (MC-
149025); Wisconsin Coach Lines, Inc. (MC-123432); Worthen Van
Service, Inc. (MC-142573); and 2948-7238 Quebec, Inc. d/b/a Visite
Touristique de Quebec (MC-302514).
\5\ The appropriate filing has been made under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, 15 U.S.C. 18a, with
respect to that portion of the transaction that involves
Stagecoach's control of non-federally regulated entities.
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Stagecoach has formed two wholly owned subsidiaries for the purpose
of
[[Page 39556]]
effectuating the proposed transaction: SCH Holdings Corp. (Holdings);
and SCH Acquisition Corp. (Acquisition), a wholly owned subsidiary of
Holdings. Both of these companies are Delaware corporations, with no
interest in any regulated carrier. Pursuant to an agreement among
Stagecoach, Holdings, Acquisition, and Coach, Holdings has undertaken a
cash tender offer for up to all of the outstanding shares of Coach.
Upon satisfaction of certain conditions and completion of the tender
offer, Acquisition will be merged with and into Coach, with Coach as
the surviving entity. Coach will then be merged with and into Holdings,
with Holdings as the surviving entity, and, upon completion of that
merger, the name of Holdings will be changed to Coach USA, Inc. If more
than 80% of the stock of Coach is tendered in response to the tender
offer, the first of these mergers may be unnecessary.6 After
completion of these mergers, Coach will be a subsidiary of
Stagecoach.7 The transaction will not result in any transfer
of operating authority held by any of the operating carriers or in any
change in the essential nature of the services provided by those
carriers. The management of Coach is expected to remain largely in
place, and Stagecoach does not currently plan to change the manner in
which Coach is operated.
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\6\ Applicants have indicated that the structure of the
transaction may be altered as future circumstances warrant. For
example, an additional holding company or U.S. limited partnership
may be placed in the corporate chain between Stagecoach and Coach.
Applicants have requested that the control authority granted herein
include any such intermediate entities. Applicants have represented
that any such change will not affect the material terms of the
transaction, and that they will inform the Board of any changes in
the present arrangement.
\7\ Pending Board action on this application, the stock will be
held in independent voting trusts.
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Applicants submit that granting the application will be consistent
with the public interest and will have no adverse effects on the
adequacy of transportation to the public, fixed charges, or the
interests of employees. Applicants also submit that the proposed
transaction will have no adverse effect on competition, because it will
not result in the consolidation of any currently independent motor
passenger carriers. On the contrary, applicants believe that the
transaction will significantly benefit the traveling public and
employees through efficiency savings and innovations that will result
from the combination of the financial and management resources of
Stagecoach and Coach. Specifically, it is anticipated that by providing
Coach access to Stagecoach's significant resources and global
transportation management expertise, the transaction will enable Coach
to expand its carrier acquisition program and to improve the level and
amount of services already offered to the operating carriers. Further,
it is anticipated that fixed charges may be reduced as a result of
Stagecoach's ability to refinance Coach's existing debt on more
favorable terms. Each of these benefits, applicants contend, will
translate into benefits for the traveling public in the form of
improved and more competitive bus services.
Applicants state that Coach and its subsidiaries will continue to
observe current collectively bargained agreements and that no layoffs
are anticipated as a consequence of the transaction.
Applicants certify that: (1) The aggregate gross operating revenues
from interstate operations of the operating companies exceeded $2
million during the 12-month period ending December 31, 1998; (2) none
of the operating carriers holds an unsatisfactory safety rating from
the U.S. Department of Transportation; (3) each has sufficient
liability insurance; (4) none of the parties is domiciled in Mexico nor
owned or controlled by persons of that country; and (5) approval of the
transaction will not significantly affect either the quality of the
human environment or the conservation of energy resources. Additional
information may be obtained from the applicants' representatives.
Under 49 U.S.C. 14303(b), we must approve and authorize a
transaction we find consistent with the public interest, taking into
consideration at least: (1) The effect of the transaction on the
adequacy of transportation to the public; (2) the total fixed charges
that result; and (3) the interest of affected carrier employees.
On the basis of the application, we find that the proposed
acquisition of control is consistent with the public interest and
should be authorized. If any opposing comments are timely filed, this
finding will be deemed to be vacated and, unless a final decision can
be made on the record as developed, a procedural schedule will be
adopted to reconsider the application.\8\ If no opposing comments are
filed by the expiration of the comment period, this decision will take
effect automatically and will be the final Board action.
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\8\ Under revised 49 CFR 1182.6(c), a procedural schedule will
not be issued if we are able to dispose of opposition to the
application on the basis of comments and the reply.
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Board decisions and notices are available on our website at
WWW.STB.DOT.GOV.''
This decision will not significantly affect either the quality of
the human environment or the conservation of energy resources.
It is ordered:
1. The proposed acquisition of control is approved and authorized,
subject to the filing of opposing comments.
2. If timely opposing comments are filed, the findings made in this
decision will be deemed as having been vacated.
3. This decision will be effective on September 7, 1999, unless
timely opposing comments are filed.
4. A copy of this notice will be served on: (1) The U.S. Department
of Justice, Antitrust Division, 10th Street & Pennsylvania Avenue, NW,
Washington, DC 20530; and (2) the US Department of Transportation,
Office of Motor Carriers-HIA 30, 400 Virginia Avenue, SW, Suite 600,
Washington, DC 20004.
Decided: July 15, 1999.
By the Board, Chairman Morgan, Vice Chairman Clyburn, and
Commissioner Burkes.
Vernon A. Williams,
Secretary.
[FR Doc. 99-18745 Filed 7-21-99; 8:45 am]
BILLING CODE 4915-00-P
