-----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, Qf6gZH8YIPlYh0DAwWEfvOhCb3v54vSD+FUiP8fztlEl8oOlpTlvYRElmaWi58Xt INwc3wQI09eA928yKhEXnw== 0001015402-03-001020.txt : 20030331 0001015402-03-001020.hdr.sgml : 20030331 20030331172215 ACCESSION NUMBER: 0001015402-03-001020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030331 GROUP MEMBERS: DUNCAN SOUKUP GROUP MEMBERS: TIMOTHY LOVELL FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACQUISITOR HOLDINGS BERMUDA LTD CENTRAL INDEX KEY: 0001196614 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A 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: 03632085 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 SC 13D/A 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 1)* AIR METHODS CORPORATION ____________________________________________________________ (Name of issuer) COMMON STOCK, PAR VALUE $0.06 ____________________________________________________________ (Title of class of securities) 009128307 _______________________________________ (CUSIP number) COPY TO: 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) March 26, 2003 _____________________________________________________________ (Dates of Events which Require 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. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 13 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 SCHEDULE 13D Page 2 of 13 Pages - --------------------- ------------------ ================================================================================ (1) NAME OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Acquisitor Holdings (Bermuda) Ltd. No IRS Identification Number - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS). (a) |_| (b) |X| - -------------------------------------------------------------------------------- (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 BERMUDA - -------------------------------------------------------------------------------- NUMBER (7) SOLE VOTING POWER OF 899,700 SHARES BENE- ----------------------------------------------------------- FICIALLY (8) SHARED VOTING POWER OWNED 0 BY ----------------------------------------------------------- EACH REPORT- (9) SOLE DISPOSITIVE POWER ING 899,700 PERSON ----------------------------------------------------------- WITH: (10) SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 899,700 - -------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! - --------------------- ------------------ CUSIP No. 009128307 SCHEDULE 13D Page 3 of 13 Pages - --------------------- ------------------ ================================================================================ (1) NAME OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Duncan Soukup - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS). (a) |_| (b) |X| - -------------------------------------------------------------------------------- (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 20,000 SHARES BENE- ----------------------------------------------------------- FICIALLY (8) SHARED VOTING POWER OWNED 0 BY ----------------------------------------------------------- EACH REPORT- (9) SOLE DISPOSITIVE POWER ING 20,000 PERSON ----------------------------------------------------------- WITH: (10) SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 20,000 - -------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! - --------------------- ------------------ CUSIP No. 009128307 SCHEDULE 13D Page 4 of 13 Pages - --------------------- ------------------ ================================================================================ (1) NAME OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Timothy Lovell - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS). (a) |_| (b) |X| - -------------------------------------------------------------------------------- (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 8,000 SHARES BENE- ----------------------------------------------------------- FICIALLY (8) SHARED VOTING POWER OWNED 0 BY ----------------------------------------------------------- EACH REPORT- (9) SOLE DISPOSITIVE POWER ING 8,000 PERSON ----------------------------------------------------------- WITH: (10) SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 8,000 - -------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D AMENDMENT NO. 1 TO STATEMENT ON SCHEDULE 13D ------------------------- This Amendment No. 1 to Statement on Schedule 13D (the "Amendment") is filed on behalf of the Filing Parties (defined below). This Amendment amends the Statement on Schedule 13D filed by Acquisitor Holdings (Bermuda) Ltd. with the Securities and Exchange Commission (the "SEC") on October 9, 2003. ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Amendment relates is the common stock, par value $0.06 per share (the "Common Stock"), of Air Methods Corporation, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 7301 South Peoria, Englewood, Colorado 80112. ITEM 2. IDENTITY AND BACKGROUND. 2 (a-c,f). I. FILING PARTIES: -------------- This Amendment is filed on behalf of the following three persons, who are collectively referred to as the "Filing Parties": 1. Acquisitor Holdings (Bermuda) Ltd., a company incorporated in Bermuda ("Acquisitor"), with a business address of Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. Acquisitor was formed in 2002 and endeavors to achieve a high rate of capital growth for its shareholders by acquiring significant holdings in companies which the members of its Board of Directors consider to be fundamentally sound but which are valued at a discount to the Directors' estimate of their private market value. Acquisitor is managed by its Board of Directors. 2. Duncan Soukup is a British citizen whose business address is 118 E. 25th Street, Eighth Floor, New York, New York 10010. His principal employment includes service as Deputy Chairman of Acquisitor, Managing Director of Acquisitor plc, President and Chief Executive Officer of Lionheart Group, Inc. and Managing Director of New York Holdings Ltd. 3. Timothy Lovell is a British citizen whose business address is 9 Walton Street, 1st Floor, London, England SW3 2JD. His principal employment includes service as Finance Director of Acquisitor plc. II. EXECUTIVE OFFICERS AND DIRECTORS: ----------------------------------- In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of the Filing Parties (other than natural persons) is included in Schedule A hereto and is incorporated by reference herein. (d) Criminal Proceedings --------------------- During the last five years, the Filing Parties and the members of Acquisitor's Board of Directors have not been convicted of a criminal proceeding (excluding traffic violation and similar misdemeanors). (e) Civil Securities Law Proceedings ----------------------------------- During the last five years, neither the Filing Parties nor any member of Acquisitor's Board of Directors has 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. Page 5 of 13 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate purchase price of the 729,700 shares of Common Stock and call options covering 170,000 shares described in Item 6 below beneficially held by Acquisitor is $5,102,747. All of the shares of Common Stock and options beneficially held by Acquisitor were paid for using its working capital funds. The aggregate purchase price of the 20,000 shares of Common Stock beneficially held by Duncan Soukup is $121,482. All of the shares of Common Stock beneficially held by Duncan Soukup were paid for using his working capital funds. The aggregate purchase price of the 8,000 shares of Common Stock beneficially held by Timothy Lovell is $48,834. All of the shares of Common Stock beneficially held by Timothy Lovell were paid for using his working capital funds. ITEM 4. PURPOSE OF TRANSACTION. The Filing Parties believe that the shares of Common Stock of the Issuer are undervalued and represent an attractive investment opportunity. They presently have 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 Filing Parties intend 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 securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Filing Parties may in the future take such actions with respect to their investments in the Issuer as they deem appropriate, including without limitation purchasing additional securities 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 Filing Parties may also sell some or all of their securities in the open market or through privately negotiated transactions, or change their intention with respect to any and all matters referred to in this Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) The aggregate number and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Filing Parties, and (ii) to the knowledge of the Filing Parties, by each other person who may be deemed to be a member of the group, is as follows:
Number of Number of Shares: Sole Shares: Shared Aggregate Number Power to Vote or Power to Vote or Approximate Filing Party of Shares Dispose Dispose Percentage* - -------------- ---------------- ---------------- ---------------- ------------ Acquisitor 899,700 899,700 0 9.51% Duncan Soukup 20,000 20,000 0 ** Timothy Lovell 8,000 8,000 0 ** - --------------------------------------------------------------------------------- * Based on 9,462,179 shares of Common Stock, par value $0.06 per share, outstanding as of November 8, 2002, which is based on information reported in the Issuer's 10-Q, for the period ended September 30, 2002. ** Less than one percent.
Page 6 of 13 (c) In the last 60 days, the Filing Parties effected no transactions in the Common Stock other than those set forth in the following table:
Filing Party Date Buy or Sell Number of Shares Price Timothy Lovell 2/6/2003 Buy 8,000 $ 6.10 Duncan Soukup 2/13/2003 Buy 15,000 $ 6.10 Duncan Soukup 3/28/2003 Buy 1,800 $ 5.99 Duncan Soukup 3/28/2003 Buy 3,200 $ 6.00
In addition, Acquisitor purchased the call options described in Item 6 below. All of the above transactions were effected on the open market. (d) No person other than the Filing Parties is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On March 26, 2003, Acquisitor purchased call options covering 170,000 shares of Common Stock of the Issuer at a price per share of $0.60. All such call options were purchased in the open market. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended to add the following: The following documents are filed herewith or incorporated by reference herein: (d) Joint Filing Agreement by and among Acquisitor Holdings (Bermuda) Ltd., Duncan Soukup and Timothy Lovell dated as of March 28, 2003. Page 7 of 13 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: March 28, 2003 ACQUISITOR HOLDINGS (BERMUDA) LTD. /s/ Duncan Soukup --------------------------- Duncan Soukup By: /s/ Duncan Soukup - --------------------------- Name: Duncan Soukup Title: Deputy Chairman /s/ Timothy Lovell - --------------------------- Timothy Lovell Page 8 of 13 SCHEDULE A Information Concerning Directors and Executive Officers of the Filing Parties The following table sets forth certain information concerning each of the directors and executive officers of Acquisitor Holdings (Bermuda) Ltd. ("Acquisitor") as of the date hereof.
Name: Duncan Soukup (Deputy Chairman) Citizenship: British Business Address: 118 E. 25th Street, 8th Floor New York, New York 10010 USA Principal Occupation: Deputy Chairman, Acquisitor Managing Director, Acquisitor plc President and Chief Executive Officer, Lionheart Group, Inc. Managing Director, New York Holdings Ltd. Name: Luke Oliver Johnson (Director) Citizenship: British Business Address: Clarendon House 2 Church Street Hamilton HM 11 Bermuda Principal Occupation: Director, Acquisitor Director, Acquisitor plc Chairman, Signature Restaurants plc Name: John Stanislas Albert Radziwill (Chairman) Citizenship: British Business Address: Clarendon House 2 Church Street Hamilton HM 11 Bermuda Principal Occupation: Chairman, Acquisitor Chairman, Acquisitor plc Chairman and Chief Executive Officer, New York Holdings Ltd. Director, Goldcrown Group Limited Director, International Assets Holding Corporation Name: James Ozanne (Non-Executive Director) Citizenship: USA Business Address: Clarendon House 2 Church Street Hamilton HM 11 Bermuda Principal Occupation: Non-Executive Director, Acquisitor Principal, Greenrange Partners Director, Financial Security Assurance Page 9 of 13 Name: Christopher Harwood Bernard Mills (Non-Executive Director) Citizenship: British Business Address: J O Hambro Capital Management Limited Ryder Court 14 Ryder Street London SW1Y 6QB England Principal Occupation: Non-Executive Director, Acquisitor Non-Executive Director, Acquisitor plc Executive Director, NASCIT Executive Director, American Opportunity Trust Director, J O Hambro Capital Management Name: Peter Melhado (Non-Executive Director) Citizenship: USA Business Address: Clarendon House 2 Church Street Hamilton HM 11 Bermuda Principal Occupation: Non-Executive Director, Acquisitor General Partner, Polaris Partners, L.P. Name: Timothy James Carey Lovell (Non-Executive Director and Assistant Secretary) Citizenship: British Business Address: 9 Walton Street 1st Floor London England SW3 2JD Principal Occupation: Finance Director, Acquisitor plc
Page 10 of 13
Exhibit Index The following documents are filed herewith or incorporated herein by reference: Exhibit Page (a) Offer Letter dated September 26, 2002 by and between Previously filed. the Reporting Person and Acquisitor. (b) Subscription Agreement dated September 30, 2002 by and Previously filed. between the Reporting Person and Acquisitor. (c) Amendment to Subscription Agreement dated October 7, Previously filed. 2002 by and between the Reporting Person and Acquisitor. (d) Joint Filing Agreement by and among Acquisitor Holdings 12 (Bermuda) Ltd., Duncan Soukup and Timothy Lovell dated as of March 28, 2003.
Page 11 of 13 JOINT FILING AGREEMENT by and among ACQUISITOR HOLDINGS (BERMUDA) LTD. DUNCAN SOUKUP and TIMOTHY LOVELL as of March 28, 2003 Page 12 of 13 JOINT FILING AGREEMENT The undersigned hereby agree that Amendment No. 1 to the Statement on Schedule 13D dated March 28, 2003 with respect to the shares of Common Stock, par value $.06, of Air Methods Corporation, and any further amendments thereto executed by each or any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Dated: March 28, 2003 ACQUISITOR HOLDINGS (BERMUDA) LTD. /s/ Duncan Soukup --------------------------- Duncan Soukup By: /s/ Duncan Soukup - --------------------------- Name: Duncan Soukup Title: Deputy Chairman /s/ Timothy Lovell - --------------------------- Timothy Lovell Page 13 of 13 -----END PRIVACY-ENHANCED MESSAGE-----