-----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, EDI0MNYOHEpk8EKCnf2ujrB7nIiHIloZMSxVo+HBGG1958aDw3P8pyrmylSbP/wp KZoePQ56eJIAqy9TYbfVcA== 0001015402-04-000173.txt : 20040120 0001015402-04-000173.hdr.sgml : 20040119 20040120140538 ACCESSION NUMBER: 0001015402-04-000173 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040120 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: 04532108 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. 6)* 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) January 12, 2004 _____________________________________________________________ (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 10 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 11 - ----------------------------- ---------------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ACQUISITOR Holdings (Bermuda) Ltd. No IRS Identification Number - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 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 BERMUDA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 150,000 BENEFICIALLY ----------------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING 0 PERSON WITH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 150,000 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_| CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------- ---------------------------- CUSIP No. 009128307 13D Page 3 of 11 - ----------------------------- ---------------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Duncan Soukup - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 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 20,000 BENEFICIALLY ----------------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING 0 PERSON WITH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 20,000 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_| CERTAIN SHARES* - -------------------------------------------------------------------------------- 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 13D Page 4 of 11 - ----------------------------- ---------------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Timothy Lovell - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 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 8,000 BENEFICIALLY ----------------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING 0 PERSON WITH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 8,000 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_| CERTAIN SHARES* - -------------------------------------------------------------------------------- 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 13D Page 5 of 11 - ----------------------------- ---------------------------- AMENDMENT NO. 6 TO STATEMENT ON SCHEDULE 13D ------------------------- This Amendment No. 6 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, as amended, filed by the Filing Parties with the Securities and Exchange Commission (the "SEC"). This filing is being made to report the acquisition of 150,000 shares of Common Stock of the Issuer on January 12, 2004. This filing is also being made to correct statements in earlier amendments to the Schedule 13D that Acquisitor Holdings (Bermuda) Ltd. ("Acquisitor") was deemed to be the "beneficial owner" (pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange Act")) of multiple call options. In June 2002, the Securities Exchange Commission promulgated [Release Nos. 33-8107; 34-46101; File No. 57-23-02] which provides guidance for the trading in security futures (i.e., call options) and based upon such guidance the call options held by Acquisitor are not securities which are beneficially owned by Acquisitor under Section 13(d). Accordingly, Amendment Nos. 1, 2, 3, 4 and 5 of Schedule 13D incorrectly reported such call options held by Acquisitor as beneficially owned under Section 13(d). A similar analysis pertains to all put options held by Acquisitor. In addition, put options are not deemed to be beneficially owned under Section 13(d) and the rules thereunder because they do not constitute a right to acquire securities. 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, 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 Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. His principal employment includes service as Deputy Chairman of Acquisitor. 3. Timothy Lovell is a British citizen whose business address is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. His principal employment includes service as a Director of Acquisitor. 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 --------------------- Page 5 of 11 - ----------------------------- ---------------------------- CUSIP No. 009128307 13D Page 6 of 11 - ----------------------------- ---------------------------- 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 violations 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate purchase price of the 150,000 shares of Common Stock held by Acquisitor is $1,290,000 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by Acquisitor were paid for using its working capital funds. As described above, Acquisitor does not hold any security future in which there are 60 or fewer trading days before the last trading day of the security future. The aggregate purchase price of the 20,000 shares of Common Stock beneficially held by Duncan Soukup is $121,482 (including brokerage fees and expenses). 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 (including brokerage fees and expenses). 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 continue to 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 or enter into options transactions, in the open market or through privately negotiated transactions, to reduce their exposure to market risk, to increase their exposure to shares of Common Stock, or for any other reason, or change their intention with respect to any and all matters referred to in this Item 4. Page 6 of 11 - ----------------------------- ---------------------------- CUSIP No. 009128307 13D Page 7 of 11 - ----------------------------- ---------------------------- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) The aggregate number of shares of Common Stock 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 (1)** 150,000 150,000 0 1.4 % Duncan Soukup (1) 20,000 20,000 0 *** Timothy Lovell (1) 8,000 8,000 0 *** - -------------------------------------------------------------------------------------- * Based on 10,802,594 shares of Common Stock, par value $0.06 per share, outstanding, which is based on 9,602,594 shares outstanding as of October 24, 2003, as disclosed in the Issuer's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2003, and an additional 1,200,000 shares issued as disclosed in the Issuer's Current Report on Form 8-K dated December 2, 2003. ** As described above, Acquisitor does not hold any security future in which there are 60 or fewer trading days before the last trading day of the security future. *** Less than one percent. (1) Each of the Filing Parties disclaims beneficial ownership of the securities held by the other Filing Parties. (c) Since the most recent filing on Schedule 13D on December 4, 2003, the Filing Parties effected no transactions in shares of Common Stock other than as set forth in the following table. Filing Party Date Buy or Sell Number of Securities Price - -------------------------------------------------------------------------------------- Acquisitor 1/12/2004 Buy 150,000 $ 8.55 - -------------------------------------------------------------------------------------- (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.
Page 7 of 11 - ----------------------------- ---------------------------- CUSIP No. 009128307 13D Page 8 of 11 - ----------------------------- ---------------------------- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Since the most recent filing on Schedule 13D on December 4, 2003, the Filing Parties effected the transaction in call options covering shares of Common Stock of the Issuer set forth in the following table. The sale of call options set forth in the following table was effected prior to the purchase of Common Stock described in Item 5 above.
Number of Shares Underlying Filing Party Date Buy or Sell Type of Security Number of Securities Securities Price - ------------------------------------------------------------------------------------------------ Acquisitor 1/12/2004 Sell Call Option 1,500 150,000 $ 0.40 - ------------------------------------------------------------------------------------------------
The above transaction was effected on the open market. Acquisitor currently owns call options covering 850,000 shares of Common Stock and short put options covering 500,000 shares of Common Stock. Page 8 of 11 - ----------------------------- ---------------------------- CUSIP No. 009128307 13D Page 9 of 11 - ----------------------------- ---------------------------- 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: January 20, 2004 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 9 of 11 - ----------------------------- ---------------------------- CUSIP No. 009128307 13D Page 10 of 11 - ----------------------------- ---------------------------- 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. The business address of each person is Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda. Name: Duncan Soukup (Deputy Chairman) Citizenship: British Principal Occupation: Deputy Chairman, Acquisitor Name: Luke Oliver Johnson (Non-Executive Director) Citizenship: British Principal Occupation: Non-Executive Director, Acquisitor Chairman, Signature Restaurants plc Name: John Stanislas Albert Radziwill (Chairman) Citizenship: British Principal Occupation: Chairman, Acquisitor Director, Goldcrown Group Limited Director, International Assets Holding Corporation Name: James Ozanne (Non-Executive Director) Citizenship: USA Principal Occupation: Non-Executive Director, Acquisitor Principal, Greenrange Partners Director, Financial Security Assurance Name: Christopher Harwood Bernard Mills (Non-Executive Director) Citizenship: British Principal Occupation: Non-Executive Director, Acquisitor Executive Director, NASCIT Executive Director, American Opportunity Trust Director, J O Hambro Capital Management Name: Peter Melhado (Non-Executive Director) Citizenship: USA Principal Occupation: Non-Executive Director, Acquisitor General Partner, Polaris Partners, L.P. Page 10 of 11 - ----------------------------- ---------------------------- CUSIP No. 009128307 13D Page 11 of 11 - ----------------------------- ---------------------------- Name: Timothy James Carey Lovell (Non-Executive Director and Assistant Secretary) Citizenship: British Principal Occupation: Non-Executive Director, Acquisitor Page 11 of 11 -----END PRIVACY-ENHANCED MESSAGE-----