-----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, Qg9uxgM5WKs69scbh6L11574gt4B1x2pOFZSkA+gOvXSLGyUhkc5m5xsFCI08Dqk qGLfkL6Qit8BzlTmN5DwGg== 0001015402-02-003115.txt : 20020912 0001015402-02-003115.hdr.sgml : 20020912 20020912161939 ACCESSION NUMBER: 0001015402-02-003115 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020912 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIR METHODS CORP CENTRAL INDEX KEY: 0000816159 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 840915893 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39490 FILM NUMBER: 02762676 BUSINESS ADDRESS: STREET 1: 7301 S PEORIA STREET 2: P O BOX 4114 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037927400 MAIL ADDRESS: STREET 1: 7301 S PEORIA CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: CELL TECHNOLOGY INC /DE/ DATE OF NAME CHANGE: 19911128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACQUISITOR PLC CENTRAL INDEX KEY: 0001110758 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: AVERY HOUSE 52 BROOK'S MEWS STREET 2: LONDON W1Y 1LE CITY: UNITED KINGDOM STATE: X0 ZIP: 00000 BUSINESS PHONE: 2125995077 MAIL ADDRESS: STREET 1: AVERY HOUSE 52 BROOK'S MEWS STREET 2: LONDON W1Y 1LE CITY: UNITED KINGDOM STATE: X0 ZIP: 00000 SC 13D 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* AIR METHODS CORPORATION - ------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK, PAR VALUE $.06 - ------------------------------------------------------------------------------- (Title of class of securities) 009128307 - ------------------------------------------------------------------------------- (CUSIP number) MATTHEW J. DAY, ESQ. 118 E. 25TH STREET, EIGHTH FLOOR NEW YORK, NEW YORK 10010 (212) 673-0484 - ------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) SEPTEMBER 9, 2002 - ------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Note. six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7 Pages) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - --------------------- ----------------- CUSIP No. 009128307 13D Page 2 of 7 Pages - --------------------- ----------------- ================================================================================ (1) Name of Reporting Person and IRS Identification No. of Above Person: ACQUISITOR PLC - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions). (a) |_| (b) |_| - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). |_| - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization UNITED KINGDOM - -------------------------------------------------------------------------------- Number (7) Sole Voting Power of 482,600 Shares Bene- ----------------------------------------------------------- ficially (8) Shared Voting Power Owned -0- By ----------------------------------------------------------- Each Report- (9) Sole Dispositive Power ing 482,600 Person ----------------------------------------------------------- With: (10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- (11) Aggregate Amount Owned by Each Reporting Person 482,600 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 5.1% - -------------------------------------------------------------------------------- (14) Type of Reporting Person CO ================================================================================ - --------------------- ----------------- CUSIP No. 009128307 13D Page 3 of 7 Pages - --------------------- ----------------- The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D"). Item 1. Security and Issuer. This statement relates to shares (the "Shares") of the Common Stock, par value $0.06 per share ("Common Stock"), of Air Methods Corporation (the "Issuer"). The principal executive offices of the Issuer are located at 7301 South Peoria, Englewood, Colorado 80112. Item 2. Identity and Background. Items 2(a), 2(b) & 2(c). This Schedule 13D is filed by Acquisitor plc, a company incorporated in Wales and England of the United Kingdom (the "Reporting Person"), with a business address of 190 The Strand, London, England WC2R 1JN. Acquisitor was formed in 1999 and endeavors to achieve a high rate of capital growth for its shareholders by acquiring significant holding in companies which the members of its Board of Directors consider to be fundamentally undervalued. Acquisitor is managed by its Board of Directors. The directors of the Reporting Person are Duncan Soukup, John Radziwill, Luke Johnson and Christopher Mills. The business address of Mr. Soukup is 118 E. 25th Street, 8th Floor, New York, NY 10010. The business address of Messrs. Johnson, Mills and Radziwill is c/o Acquisitor's business address given above. In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of Acquisitor is included in Schedule A hereto and is incorporated by reference herein. (d) During the last five years, the Reporting Person and the members of its Board of Directors have not been convicted of a criminal proceeding (excluding traffic violation and similar misdemeanors). (e) During the last five years, the Reporting Person and the members of its Board of Directors have not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Messrs. Soukup, Radziwill, Johnson and Mills are citizens of the United Kingdom. - --------------------- ----------------- CUSIP No. 009128307 13D Page 4 of 7 Pages - --------------------- ----------------- Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price of the 482,600 shares of Common Stock acquired by the Reporting Person is $3,476,806 and came from its working capital. Item 4. Purpose of Transaction. The Reporting Person believes that the shares of Common Stock of the Issuer are undervalued and represent an attractive investment opportunity. It presently has no plans or proposals which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein. The Reporting Person intends to have open communications with the Issuer's management in order to monitor their efforts to increase stockholder value. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including without limitation purchasing additional shares of Common Stock in the open market or otherwise, seeking to elect a slate of directors to the Issuer's board of directors or presenting proposals for stockholders' consideration at an annual or special meeting of the Issuer's stockholders. The Reporting Person may also sell some or all of its shares of Common Stock in the open market or through privately negotiated transactions, or change its intention with respect to any and all matters referred to in this Item 4. Item 5. Interest in Securities of the Issuer. (a) As of the close of business on September 10, 2002, the Reporting Person beneficially owns 482,600 shares of Common Stock constituting approximately 5.11% of the shares of Common Stock outstanding. The aggregate percentage of shares of Common Stock reported owned by the Reporting Person is based upon 9,448,327 shares of Common Stock outstanding as of August 2, 2002, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 filed with the Securities and Exchange Commission on August 12, 2002. (b) The Reporting Person has the sole power to vote and dispose of the shares of Common Stock reported in this Schedule 13D. (c) The table below lists all transactions in the Issuer's Common Stock in the last sixty days by the Reporting Person. All such transactions were made in the open market. Transactions in Shares Within the Past 60 Days Shares of Common Stock Price Per Date of Purchased/(Sold) Share Purchase/Sale - ---------------- ---------- ------------- 28,300 5.4905 09/06/2002 10,800 5.4654 09/09/2002 9,500 5.9473 09/10/2002 - --------------------- ----------------- CUSIP No. 009128307 13D Page 5 of 7 Pages - --------------------- ----------------- (d) No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Common Stock. (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not Applicable. Item 7. Material to be Filed as Exhibits. Not Applicable. [The remainder of this page was intentionally left blank.] - --------------------- ----------------- CUSIP No. 009128307 13D Page 6 of 7 Pages - --------------------- ----------------- SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 10, 2002 ACQUISITOR PLC By: /s/ Duncan Soukup -------------------------------- Name: Duncan Soukup Title: Managing Director - --------------------- ----------------- CUSIP No. 009128307 13D Page 7 of 7 Pages - --------------------- ----------------- SCHEDULE A Information Concerning Directors of Acquisitor plc Acquisitor is managed by its Board of Directors, whose details are given below: Duncan Soukup, Managing Director, aged 48 Since January 2000, Mr. Soukup has served as managing director of Acquisitor. He is also president and chief executive officer of Lionheart Group, Inc. a US based financial services holding company that he founded in 1994 which in January 2002 became a subsidiary of York Energy Ltd., a Guernsey company quoted on the Ofex market in the UK. Mr. Soukup served as the chairman and chief executive officer of York from November 2000 until August 2001, and currently serves as a Director. From 1988 to 1994, Mr. Soukup served as a managing director of Bear, Stearns & Co. Inc. where he established and ran the company's foreign Equity Research and Sales department and was until 1998 a director of Sage Laboratories, Inc., a US public company that was acquired by Filtronic plc of the UK. Luke Oliver Johnson, Director, aged 40 Mr. Johnson has served as a director of Acquisitor since January 2000. He is also the chairman of Signature Restaurants PLC. He has over 17 years of experience of making investments in public and private companies. He worked as a stockbroking analyst at Kleinwort Benson Securities from 1984 to 1988, and has subsequently served as a director of a number of public companies. He served as executive director, chairman and non-executive director of Pizza Express plc from 1993 until 1999. He was involved in the flotation and subsequent sale of various public companies, including American Port Services plc, Abacus Recruitment plc and My Kinda Town plc. In all these cases he also served as a non-executive director. In the last ten years he has been involved as a principal in a number of private equity transactions across a range of industries. In addition he serves as a non-executive director of Elderstreet Downing VCT plc. Mr. Johnson will share the selection process with Mr. Soukup but he will not be devoting all of his time to the business of Acquisitor in light of his other business interests. John Stanislas Albert Radziwill, Non-Executive Director, aged 55 Mr. Radziwill has served as the chairman of Acquisitor since January 2000. He has also served as the chairman and chief executive officer of York Energy Ltd., a Guernsey company quoted on the Ofex market in the UK since August 2001, and prior to then served as a director. Mr. Radziwill was also, until its sale to Danzas AG, a director of Air Express International Corporation, a worldwide transportation and logistics company. From 1977 to 1997, Mr. Radziwill was president of Radix Organization Inc., a private US investment banking firm, and from 1979 until 1995 was president of Radix Ventures Inc., a US publicly quoted company engaged in international transportation services. Mr. Radziwill is also a director of Goldcrown Group Limited, a private UK property investment vehicle. Christopher Mills, Non-Executive Director, aged 49 Mr. Mills has served as a director of Acquisitor since January 2000. He has been a Chief Investment Officer of J O Hambro Capital Management Ltd ("J O Hambro") since 1983. He is also a Chief Executive of North Atlantic Smaller Companies Investment Trust plc ("NASCIT") and American Opportunities Trust plc ("AOT", both NASCIT and AOT are investment trusts listed in the United Kingdom). Prior to joining J O Hambro, Mr. Mills worked for Samuel Montagu Limited, Montagu Investment Management Ltd and its successor company, Invesco MIM. At Invesco MIM, Mr. Mills served as a director and Head of North American Investments and North American Venture Capital. -----END PRIVACY-ENHANCED MESSAGE-----