-----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, U9y/Jvdwi7QiFKR2ieGIfRUGMV/wd4jcz2lyo8EnnUvh7kvIunUNEPzGSlIlQ+e3 QqqipzSt6VuGMk9rEMh/TA== 0001015402-02-003316.txt : 20021009 0001015402-02-003316.hdr.sgml : 20021009 20021009151418 ACCESSION NUMBER: 0001015402-02-003316 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021009 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39490 FILM NUMBER: 02785050 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/A 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/A 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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) 614-0323 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) October 7, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. Note. The Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 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 5 - ----------------------------- ---------------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ACQUISITOR PLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION UNITED KINGDOM - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY ----------------------------------------------------------------- OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ================================================================================ - ----------------------------- ---------------------------- CUSIP No. 009128307 13D Page 3 of 5 - ----------------------------- ---------------------------- The following constitutes Amendment No. 2 to the Schedule 13D filed by the Reporting Person. The Schedule 13D, as amended, is collectively referred to as "Schedule 13D". Except as specifically amended by this Amendment No. 2, the Schedule 13D remains in full force and effect. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5(a) is amended in its entirety to read as follows: Item 5(a) As of the close of business on October 7, 2002 the Reporting Person beneficially owns 0 shares of Common Stock, constituting 0% of the shares of Common Stock outstanding. Item 5(c) is amended to include the following: Item 5(c) Since the Reporting Person's most recent filing on Schedule 13D, the Reporting Person effected no transactions in the Common Stock other than as follows: On October 7, 2002, the Reporting Person privately sold 719,700 shares of the Issuer to Acquisitor Holdings (Bermuda) Ltd. ("Acquisitor") at $6.8683 per share in shares of Acquisitor for each share of the Issuer. Item 5(e) is added to read as follows: Item 5(e) On October 7, 2002, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding Common Stock. Item 6 is added to read as follows: On September 26, 2002, Acquisitor made an offer to purchase, inter alia, all of the shares of Common Stock owned by the Reporting Person, on September 30, 2002, the Reporting Person accepted such offer and on October 7, 2002, the parties entered into an Amendment to Subscription Agreement. Copies of the Offer Letter, the Subscription Agreement and the Amendment to Subscription Agreement are incorporated by reference herein. Item 7 is added to read as follows: Item 7. Material to be Filed as Exhibits. -------------------------------- The following documents are incorporated herein by reference as specified in the Exhibit Index hereto: (b) Offer Letter dated September 26, 2002 by and between the Reporting Person and Acquisitor. (c) Subscription Agreement dated September 30, 2002 by and between the Reporting Person and Acquisitor. (d) Amendment to Subscription Agreement dated October 7, 2002 by and between the Reporting Person and Acquisitor. - ----------------------------- ---------------------------- CUSIP No. 009128307 13D Page 4 of 5 - ----------------------------- ---------------------------- 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: October 7, 2002 ACQUISITOR PLC By: /s/ Duncan Soukup ----------------------- Name: Duncan Soukup Title: Managing Director - ----------------------------- ---------------------------- CUSIP No. 009128307 13D Page 5 of 5 - ----------------------------- ---------------------------- Exhibit Index The following documents are filed herewith or incorporated by reference herein: Exhibit Page (a) Letter dated October 3, 2002, from Acquisitor plc to Aaron Todd, the Issuer's Chief Operating Officer and Chief Financial Officer Previously filed (b) Offer Letter dated September Incorporated by reference to 26, 2002 by and between the Reporting Person Exhibit (a) of the Schedule 13D and Acquisitor Amendment No. 1 filed on October 9, 2002 by Acquisitor plc with respect to Aldila, Inc. (c) Subscription Agreement dated Incorporated by reference to September 30, 2002 by and between the Exhibit (b) of the Schedule 13D Reporting Person and Acquisitor Amendment No. 1 filed on October 9, 2002 by Acquisitor plc with respect to Aldila, Inc. (d) Amendment to Subscription Incorporated by reference to Agreement dated October 7, 2002 by and Exhibit (c) of the Schedule 13D between the Reporting Person and Acquisitor Amendment No. 1 filed on October 9, 2002 by Acquisitor plc with respect to Aldila, Inc. -----END PRIVACY-ENHANCED MESSAGE-----