SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 31, 1997
Commission file number 0-16079
AIR METHODS CORPORATION
(Exact name of Registrant as Specified in Its Charter)
DELAWARE 84-0915893
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
7301 South Peoria, Englewood, Colorado 80112
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (303) 792-7400
Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report: N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 31, 1997, Air Methods Corporation, a Delaware corporation ("the
Company"), acquired all of the common stock of Mercy Air Service, Inc., a
California corporation, and substantially all of the net assets of Helicopter
Services, Inc., a California corporation (together "Mercy"), for $6,211,000. The
purchase price was negotiated by the Company and the sellers and is subject to
working capital post-closing adjustments to be determined by independent audit
within 90 days of the closing date. The purchase will be accounted for using the
purchase method of accounting. Of the purchase price, $4,595,000 was paid in
cash at closing with the remaining balance financed by the selling shareholders
over five years at 9% interest. Most of the funding for the cash payment was
provided by the refinancing of six of Mercy's helicopters with Finova Capital
Corporation ("Finova"). The note from Finova provides for monthly principal and
interest payments at 9.52% interest with a 28% balloon at the end of ten years.
The shareholders of Mercy consisted of Homer L. Aerts, J. Steven Dickmeyer, Don
D. Reed, Terry L. Russ, and Richard J. Silva. In connection with the
acquisition, each of the shareholders entered into a consulting and
non-competition agreement with the Company in exchange for $10,000 and a monthly
consulting fee over five years. Each shareholder was also granted options to
purchase 100,000 shares of the Company's common stock at the closing price on
July 31, 1997, the effective date of the grant. The options vest over three
years and expire after five years.
Mercy has operated as an independent provider of air medical transportation
services throughout southern California since 1988. As an independent provider,
Mercy's operations include medical care, aircraft operation and maintenance,
communications and dispatch, and medical billing and collections. Mercy will
continue its operations as a wholly-owned subsidiary of the Company.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements, pro forma financial information, and
exhibits are filed as part of this report:
a. Financial statements of Mercy:
It is impracticable to provide the required financial statements at the
time of this report. The Company expects to file the required financial
statements of Mercy on Form 8-K no later than October 13, 1997.
b. Pro forma financial information:
It is impracticable to provide the required pro forma financial
information at the time of this report. The Company expects to file the
required pro forma financial information on Form 8-K no later than
October 13, 1997.
c. Exhibits
2.1 Stock Purchase Agreement, dated July 11, 1997, among the Company
and the shareholders of Mercy Air Service, Inc.
2.2 Asset Purchase Agreement, dated July 11, 1997, by and among the
Company, Helicopter Services, Inc., and the shareholders of Mercy
Air Service, Inc.
10.1 Letter Agreement, dated July 29, 1997, between the Company and
Finova Capital Corporation
10.2 Secured Promissory Note, dated July 31, 1997, issued by the
Company to Finova Capital Corporation
10.3 Stock Pledge Agreement, dated July 31, 1997, between the Company
and Finova Capital Corporation
10.4 Secured Loan Agreement, dated July 31, 1997, between Finova
Capital Corporation and Mercy Air Service, Inc.
10.5 Aircraft Chattel Mortgage and Security Agreement, dated July 31,
1997, between Finova Capital Corporation and Mercy Air Service,
Inc.
10.6 Secured Promissory Note, dated July 31, 1997, issued by Mercy Air
Service, Inc. to Finova Capital Corporation
10.7 Continuing Guaranty and Subordination Agreement, dated July 31,
1997, between Finova Capital Corporation and the Company
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AIR METHODS CORPORATION
Date: August 15, 1997 By \s\ Aaron D. Todd
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On behalf of the Company, and as
Principal Financial and Accounting
Officer
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