-----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, WyJOURJYsxAD6FZAXYjVEHCXVE2GKx7u89sLTwzAOzGeEGx2s0CD97B0MHjWLb2O zm2xh9FtM2Ja0RCQExw8Yw== 0001015402-02-003320.txt : 20021009 0001015402-02-003320.hdr.sgml : 20021009 20021009170845 ACCESSION NUMBER: 0001015402-02-003320 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021009 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACQUISITOR HOLDINGS BERMUDA LTD CENTRAL INDEX KEY: 0001196614 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D 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: 02785661 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 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) 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 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 9 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 9 Pages - --------------------- ----------------- ================================================================================ (1) Name of Reporting Person and IRS Identification No. of Above Person: ACQUISITOR HOLDINGS (BERMUDA) LTD. - -------------------------------------------------------------------------------- (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) OO See Item 3 - -------------------------------------------------------------------------------- (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 719,700 Shares Bene- ----------------------------------------------------------- ficially (8) Shared Voting Power Owned -0- By ----------------------------------------------------------- Each Report- (9) Sole Dispositive Power ing 719,700 Person ----------------------------------------------------------- With: (10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- (11) Aggregate Amount Owned by Each Reporting Person 719,700 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 7.6% - -------------------------------------------------------------------------------- (14) Type of Reporting Person CO ================================================================================ - --------------------- ----------------- CUSIP No. 009128307 13D Page 3 of 9 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 Holdings (Bermuda) Ltd., a company incorporated in Bermuda (the "Reporting Person"), with a business address of Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The Reporting Person 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. The Reporting Person is managed by its Board of Directors. The Directors of the Reporting Person are John Radziwill, Duncan Soukup, Luke Johnson, James Ozanne, Peter Melhado, Christopher Mills, and Tim Lovell. The business address of Messrs. Radziwill, Johnson, Ozanne, Melhado, Mills and Lovell is c/o the Reporting Person's business address given above. The business address of Mr. Soukup is 118 E. 25th Street, Eighth Floor, New York, NY 10010. 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. Radziwill, Soukup, Johnson, Mills and Lovell are citizens of the United Kingdom. Messrs. Ozanne and Melhado are citizens of the United States of America. - --------------------- ----------------- CUSIP No. 009128307 13D Page 4 of 9 Pages - --------------------- ----------------- Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price of the 719,700 shares of Common Stock acquired by the Reporting Person is $4,943,137 in newly issued shares of the Reporting Person. 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 30, 2002, the Reporting Person beneficially owned 719,700 shares of Common Stock constituting approximately 7.62% 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) In the last 60 days, the Reporting Person effected no transactions in the Common Stock other than as follows: On October 7, 2002, Acquisitor plc ("Acquisitor") privately sold 719,700 shares of the Issuer to the Reporting Person at $6.8683 per share in shares of the Reporting Person for each share of the Issuer. (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 - --------------------- ----------------- CUSIP No. 009128307 13D Page 5 of 9 Pages - --------------------- ----------------- Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. On September 26, 2002, the Reporting Person made an offer to purchase, inter alia, all of the shares of Common Stock owned by Acquisitor, on September 30, 2002, Acquisitor 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. Material to be Filed as Exhibits. The following documents are incorporated herein by reference as specified in the Exhibit Index hereto: (a) Offer Letter dated September 26, 2002 by and between the Reporting Person and Acquisitor. (b) Subscription Agreement dated September 30, 2002 by and between the Reporting Person and Acquisitor. (c) Amendment to Subscription Agreement dated October 7, 2002 by and between the Reporting Person and Acquisitor. [The remainder of this page was intentionally left blank.] - --------------------- ----------------- CUSIP No. 009128307 13D Page 6 of 9 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: October 7, 2002 ACQUISITOR HOLDINGS (BERMUDA) LTD. By: /s/ Duncan Soukup -------------------------------- Name: Duncan Soukup Title: Deputy Chairman - --------------------- ----------------- CUSIP No. 009128307 13D Page 7 of 9 Pages - --------------------- ----------------- SCHEDULE A Information Concerning Directors of the Reporting Person The Reporting Person is managed by its Board of Directors, whose details are given below: John Stanislas Albert Radziwill, Non-Executive Chairman, aged 55 Mr. Radziwill has served as the chairman of the Reporting Person since September 2002. He has also 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. Duncan Soukup, Deputy Chairman, aged 48 Since September 2002, Mr. Soukup has served as deputy chairman of the Reporting Person. Since January 2000, he also has served as managing director of Acquisitor. Mr. Soukup 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 the Reporting Person since September 2002. He has also served as a director of Acquisitor since January 2000. Mr. Johnson 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 the Reporting Person in light of his other business interests. James Herbert Ozanne, Non-Executive Director, aged 59 Mr. Ozanne has served as a director of the Reporting Person since September 2002. He also served as a director of Acquisitor from January 2000 until July 2002. Mr. Ozanne has been the Chairman of Greenrange Partners LLC, which makes early to late - --------------------- ----------------- CUSIP No. 009128307 13D Page 8 of 9 Pages - --------------------- ----------------- stage venture capital investments and which participates in management buy-outs, since 1996. He is also currently a Director, and Chairman of the Underwriting Committee, of Financial Security Assurance with which he has been involved since 1989. Until July 2000, when it was acquired by Dexia, Mr. Ozanne was also Vice Chairman of Financial Security Assurance. Mr. Ozanne is also Vice Chairman and a Director of Fairbanks Capital Corp., a mortgage servicer, and since September 2002, a Director of Proton Energy Systems, Inc., a Nasdaq-listed designer, developer and manufacturer of proton exchange membrane electrochemical products used in hydrogen generators and regenerative fuel cell systems. Until May 2001, Mr. Ozanne was a Director of Basis 100, a Toronto Stock Exchange listed e-commerce technology solution provider for financial institutions and service providers. Until 1999, Mr. Ozanne was also Chairman of Source One Mortgage Corporation, an agency mortgage banker, a position he had held since 1997. Source One Mortgage was sold to Citi Corp Mortgage on May 1, 1999. Between 1989 and 1996, Mr. Ozanne was Chairman and Chief Executive Officer of Nations Financial. Nations Financial was formed in 1993 with the acquisition of the financial services business of US West of which Mr. Ozanne was Chairman and Chief Executive Officer, a position which he had held in the enlarged company. Mr. Ozanne was the Chief Executive Officer of North American Car Corporation between 1975 and 1983. North American Car Corporation was sold to GE Capital in 1983, whereupon he was employed by GE Capital. Mr. Ozanne was employed by GE Capital until 1989, eventually becoming Executive Vice President with responsibility for consumer finance and asset management businesses. Peter Melhado, Non-Executive Director, aged 44 Mr. Melhado has served as a director of the Reporting Person since September 2002. He also served as a director of Acquisitor from January 2000 until July 2002. Mr. Melhado is a general partner of Polaris Partners, L.P., an investment partnership he co-founded in 1989. Prior to forming Polaris Partners, L.P., Mr. Melhado was a partner at Orson Munn & Co. and Chief Investment Officer of Horsburgh Carlson Investment Management, both of which are US investment management firms. Mr. Melhado is also the President of Iroquois Avenue Foundation, a US charitable Trust. Christopher Harwood Bernard Mills, Non-Executive Director, aged 49 Mr. Mills has served as a director of the Reporting Person since September 2002. He has also served as a director of Acquisitor since January 2000. He has been 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. Timothy James Carey Lovell, Non-Executive Director and Assistant Company Secretary, aged 47 Mr Lovell has served as director and assistant secretary of the Reporting Person since September 2002. He has also served as a director of Acquisitor since September 2002. From 1998 to 2001 Mr. Lovell was Finance Director of Rouse & Co International, a specialist intellectual property rights services business. In early 1990 he jointly founded Marlin Partners, an Asian stockbroking business, initially as a joint venture with Ord Minnett. Mr. Lovell opened a research office for Marlin Partners in India and helped launch The India Gateway Fund in 1994 to invest in Indian smaller companies. As a director he was actively involved in the operations of the fund until the end of 1997. He was Finance Director of WI Carr from 1982 to 1986 and Head of Asian Stockbroking Operations for Swiss Bank Corporation from 1986 to 1990. Mr. Lovell is a Chartered Accountant and has over 15 years experience in investment businesses. - --------------------- ----------------- CUSIP No. 009128307 13D Page 9 of 9 Pages - --------------------- ----------------- Exhibit Index The following documents are incorporated by reference herein:
Exhibit Page (a) Offer Letter dated September 26, Incorporated by reference to 2002 by and between the Reporting Person and Exhibit (a) of the Schedule 13D Acquisitor. Amendment No. 1 filed on October 9, 2002 by Acquisitor plc with respect to Aldila, Inc. (b) Subscription Agreement dated Incorporated by reference to September 30, 2002 by and between the Reporting Exhibit (b) of the Schedule 13D Person and Acquisitor. Amendment No. 1 filed on October 9, 2002 by Acquisitor plc with respect to Aldila, Inc. (c) Amendment to Subscription Agreement Incorporated by reference to dated October 7, 2002 by and between the Reporting Exhibit (c) of the Schedule 13D Person and Acquisitor. Amendment No. 1 filed on October 9, 2002 by Acquisitor plc with respect to Aldila, Inc.
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