UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
þ Soliciting Materials Pursuant to §240.14a-12
Laidlaw International, Inc.
(Exact Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Date Filed: |
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Set forth below is a copy of a communication distributed to employees of Laidlaw Education
Services on February 13, 2007.
Subject line: Monthly message from CEO Doug Carty
Emailed to all employees
Posted on Intranet
Branch managers,
please post this on your bulletin board for all employees to read
Last week brought the monumental news that our parent, Laidlaw International, had entered into an
agreement with FirstGroup that would see FirstGroup acquire all of Laidlaws operations, including
Laidlaw Education Services.
I truly believe the combination of our two school bus operations into a single company provides
tremendous opportunities.
As you know, we have been engaged in many projects that seek to improve the use of technology and
to standardize our processes to improve how we manage the business. Likewise, First Student has
been focused on many of the same issues. Together we can combine our best practices and use what we
learn across 60,000 buses rather than two smaller fleets. And I believe this will result in better
operations and lower costs, to the advantage of our school board customers.
But we are still very early on in this process. The transaction has not closed and until it does we
remain two separate and independent companies. It will take some months before the principal
conditions shareholder approvals and regulatory approvals are in hand.
Until that time, please keep doing what you do every day provide the safest school bus operation
we can.
As we know more, we are committed to sharing that with you. So look for regular updates in the
coming days and months on Yourtown and in our other communications. Dont forget to check out
Yourtown for a list of Q&As. And, if you visit FirstGroups webpage, you can hear remarks from
their chief executive, Moir Lockhead, about the merger.
Thanks again for everything you do for Laidlaw every single day.
Doug Carty
Additional Information and Where to Find It
In connection with the proposed merger and required stockholder approval, Laidlaw International
will file with the U.S. Securities and Exchange Commission a preliminary proxy statement and a
definitive proxy statement. The proxy statement will be mailed to Laidlaws stockholders. Laidlaws
stockholders are urged to read the proxy statement and other relevant materials when they become
available because they will contain important information about the above-described transactions
and Laidlaw. Investors and security holders may obtain free copies of these documents (when they
are available) and other documents filed with the SEC at its web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the documents filed with the SEC by
Laidlaw by going to Laidlaws Investors page on its corporate website at www.laidlaw.com or by
directing a request to Laidlaw International, 55 Shuman Boulevard, Naperville, IL, 60563.
Attention: Investor Relations.
Laidlaw and FirstGroup and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Laidlaw in connection with the
above-described transactions. Information about Laidlaw and its directors and officers can be
found in Laidlaws Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Information
about FirstGroup and its directors and officers can be found in FirstGroups Annual Reports
available on FirstGroups Investor Centre page on its corporate website at www.firstgroup.com.
Additional information regarding the interests of those persons may be obtained by reading the
proxy statement when it becomes available.