0001104659-17-025153.txt : 20170421 0001104659-17-025153.hdr.sgml : 20170421 20170421144244 ACCESSION NUMBER: 0001104659-17-025153 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170421 DATE AS OF CHANGE: 20170421 FILER: 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: RW SEC ACT: SEC FILE NUMBER: 333-163467 FILM NUMBER: 17775316 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 RW 1 a17-8304_11rw.htm RW

 

Air Methods Corporation

7211 South Peoria

Englewood, Colorado 80112

 

April 21, 2017

 

By EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

 

Re:                             Air Methods Corporation

Registration Statement on Form S-3 (File No. 333-163467)

 

Ladies and Gentlemen:

 

This letter constitutes an application by Air Methods Corporation (the “Company”) pursuant to Rule 477 under the Securities Act of 1933 (the “Securities Act”) for an order permitting the Company to withdraw its Post-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-3, including all exhibits thereto (File No. 333-163467), that was initially filed with the Securities and Exchange Commission (the “Commission”) on March 19, 2010 (the “Post-Effective Amendment 2”), Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-3, including all exhibits thereto (File No. 333-163467) that was initially filed with the Commission on January 29, 2010 (the “Post-Effective Amendment 1”), and the Registration Statement on Form S-3, including all exhibits thereto (File No. 333-163467) that was initially filed with the Commission on December 3, 2009 (the “Registration Statement”). The Registration Statement, Post-Effective Amendment 1 and Post-Effective Amendment 2 became effective upon filing with the Commission pursuant to Rule 415 under the Securities Act. No securities have been sold or exchanged or will be sold or exchanged pursuant thereto.

 

On April 21, 2017, the Company completed the merger contemplated by the Agreement and Plan of Merger, dated as of March 14, 2017 (the “Merger Agreement”), by and among the Company, ASP AMC Intermediate Holdings, Inc., a Delaware corporation (“Parent”), and ASP AMC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”). Pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent. In connection with the Merger, the Company determined that it is in its best interest to withdraw the Registration Statement at this time.

 

Please provide Michael Lubowitz of Weil, Gotshal & Manges LLP a facsimile copy of the order consenting to the withdrawal of the Registration Statement as soon as it

 


 

is available at (212) 310-8007. If you have any questions regarding this application, please contact Michael Lubowitz of Weil, Gotshal & Manges LLP at (212) 310-8566.

 

 

 

Sincerely,

 

 

 

Air Methods Corporation

 

 

 

 

 

By:

/s/ Crystal L. Gordon

 

Crystal L. Gordon

 

Executive Vice President, General Counsel and Corporate Secretary

 

cc: Justin Rosenberg

Paul, Weiss, Rifkind, Wharton & Garrison LLP

 

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