EMERGENCY MEDICAL SERVICES L.P.
6200 S. Syracuse Way
Greenwood Village, Colorado 80111
December 6, 2005
Mr. Larry Spirgel
Mr. Daniel F. Zimmerman
Securities and Exchange Commission
100 F Street, N.E. - Mail Stop #3561
Washington, D.C. 20549
Re: Emergency Medical Services L.P.
Registration Statement on Form S-4
File No. 333-128925
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Gentlemen:
Emergency Medical Services L.P. ("EMS L.P") and the other registrants
signatory hereto (with EMS L.P., collectively referred to herein as the
"Issuers") submit this letter in connection with the Issuers' Registration
Statement on Form S-4 (File No. 333-128925) (the "Registration Statement")
relating to the Issuers' offer to exchange (the "Exchange Offer") $250,000,000
principal amount at maturity 10% senior subordinated notes due 2015 (the
"Outstanding Notes") for $250,000,000 principal amount at maturity 10% senior
subordinated notes due 2015 (the "Exchange Notes").
I. The Issuers represent that a broker-dealer may participate in the
Exchange Offer with respect to Outstanding Notes acquired for its own account as
a result of market-making activities or other trading activities provided that:
(1) in connection with any resales of Exchange Notes received in
exchange for Outstanding Notes, the broker-dealer delivers a
prospectus meeting the requirements of the Securities Act of 1933, as
amended (the "Securities Act"), which will be the prospectus for the
Exchange Offer, which contains a plan of distribution with respect to
such resale transactions;
(2) the broker-dealer has not entered into any arrangement or
understanding with the Issuers or an affiliate of the Issuers to
distribute the Exchange Notes; and
(3) the Issuers
(i) will make each person participating in the Exchange Offer
aware (through the prospectus constituting part of the Registration
Statement) that any broker-dealer who holds Outstanding Notes acquired
for its own account as a result of market-making activities or other
trading activities, and who receives Exchange Notes in exchange for such
Outstanding Notes pursuant to the Exchange Offer, may be a statutory
underwriter and must deliver a prospectus meeting the requirements of
the Securities Act as described in (1) above in connection with any
resale of such Exchange Notes; and
(ii) will include in the letter of transmittal to be executed by
an exchange offeree in order to participate in the Exchange Offer the
following additional provision: if the exchange offeree is a
broker-dealer holding Outstanding Notes acquired for its own account as
a result of market-making activities or other trading activities, an
acknowledgment that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of
Exchange Notes received in respect of such Outstanding Notes pursuant to
the Exchange Offer. The letter of transmittal may also include a
statement to the effect that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
II. In addition, the Issuers are registering the Exchange Offer in
reliance on the staff position enunciated in Exxon Capital Holdings Corporation
(available April 13, 1989) (the "Exxon Capital Letter") and Morgan Stanley & Co.
Incorporated (available June 5, 1991) and represent that:
(1) they have not entered into any arrangement or understanding with
any person to distribute the Exchange Notes to be received in
the Exchange Offer and to the best of the Issuers' information
and belief, each person participating in the Exchange Offer is
acquiring the Exchange Notes in its ordinary course of business
and has no arrangement or understanding with any person to
participate in the distribution of the Exchange Notes to be
received in the Exchange Offer. In this regard, the Issuers
will make each person participating in the Exchange Offer aware
(through the Exchange Offer prospectus or otherwise) that if the
Exchange Offer is being registered for the purpose of secondary
resales, any securityholder using the Exchange Offer to
participate in a distribution of the securities to be acquired
in the registered Exchange Offer (a) could not rely on the staff
position enunciated in the Exxon Capital Letter or similar
letters and (b) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a
secondary resale transaction. The Issuers acknowledge that such
a secondary resale transaction should be covered by an effective
registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K;
(2) they will also include in the transmittal letter or similar
documentation to be executed by the exchange offeree in order to
participate in the Exchange Offer a representation to the effect
that by accepting the Exchange Offer, the exchange
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offeree represents to the Issuers that they are not engaged in, and do
not intend to engage in, a distribution of the Exchange Notes;
(3) they will commence the exchange offer for the Outstanding Notes when the
Registration Statement is declared effective by the Commission. The
Exchange Offer will remain in effect for a limited time and will not
require the Issuers to maintain an "evergreen" registration statement;
and
(4) the Exchange Offer will be conducted by the Issuers in compliance with
the Securities Exchange Act of 1934, as amended, and any applicable
rules and regulations thereunder.
III. The Issuers further represent that if the exchange offerees and
remarketing agents are not affiliates of the Issuers, exchange offerees may
resell the Exchange Notes without compliance with the registration and
prospectus delivery provisions of the Securities Act provided that such Exchange
Notes are acquired in the ordinary course of their business and such purchasers
have no arrangement with any person to participate in the distribution of such
Exchange Notes.
IV. The Issuers further represent that:
(1) any Exchange Notes to be received by an exchange offeree will be
acquired in the ordinary course of its business;
(2) no exchange offeree has any arrangement or understanding with
any person to participate in the distribution of the Exchange
Notes;
(3) no exchange offeree is an "affiliate," as defined in the
Securities Act, of the Issuers; and
(4) the foregoing representations will be included in the
transmittal letter or similar documentation to be executed by
the exchange offeree in order to participate in the Exchange
Offer.
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Sincerely,
AMR HOLDCO, INC.
EMCARE HOLDCO, INC.
AMERICAN MEDICAL RESPONSE, INC.
HANK S ACQUISITION CORP.
FOUNTAIN AMBULANCE SERVICE, INC.
MEDLIFE EMERGENCY MEDICAL SERVICE, INC.
AMERICAN MEDICAL RESPONSE NORTHWEST, INC.
AMERICAN MEDICAL RESPONSE WEST
METROPOLITAN AMBULANCE SERVICE
AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE
DESERT VALLEY MEDICAL TRANSPORT, INC.
SPRINGS AMBULANCE SERVICE, INC.
AMERICAN MEDICAL RESPONSE OF COLORADO, INC.
INTERNATIONAL LIFE SUPPORT, INC.
MEDEVAC MIDAMERICA, INC.
MEDEVAC MEDICAL RESPONSE, INC.
AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC.
AMERICAN MEDICAL RESPONSE OF TEXAS, INC.
KUTZ AMBULANCE SERVICE, INC.
AMERICAN MEDICAL RESPONSE HOLDINGS, INC.
AMERICAN MEDICAL RESPONSE MANAGEMENT, INC.
A1 LEASING, INC.
FLORIDA EMERGENCY PARTNERS, INC.
MOBILE MEDIC AMBULANCE SERVICE, INC.
METRO AMBULANCE SERVICE, INC.
METRO AMBULANCE SERVICE (RURAL), INC.
MEDIC ONE AMBULANCE SERVICES, INC.
AMERICAN MEDICAL RESPONSE OF SOUTH CAROLINA, INC.
AMERICAN MEDICAL RESPONSE OF NORTH CAROLINA, INC.
AMERICAN MEDICAL RESPONSE OF GEORGIA, INC.
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TROUP COUNTY EMERGENCY MEDICAL SERVICES, INC.
RANDLE EASTERN AMBULANCE SERVICE, INC.
MEDI-CAR SYSTEMS, INC.
MEDI-CAR AMBULANCE SERVICE, INC.
AMERICAN MEDICAL RESPONSE OF TENNESSEE, INC.
PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.
AMERICAN MEDICAL RESPONSE OF ILLINOIS, INC.
MIDWEST AMBULANCE MANAGEMENT COMPANY
PARAMED, INC.
MERCY AMBULANCE OF EVANSVILLE, INC.
TIDEWATER AMBULANCE SERVICE, INC.
AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED
AMERICAN MEDICAL RESPONSE OF MASSACHUSETTS, INC.
AMERICAN MEDICAL RESPONSE MID-ATLANTIC, INC.
AMBULANCE ACQUISITION, INC.
METRO AMBULANCE SERVICES, INC.
BROWARD AMBULANCE, INC.
ATLANTIC AMBULANCE SERVICES ACQUISITION, INC.
ATLANTIC/KEY WEST AMBULANCE, INC.
ATLANTIC/PALM BEACH AMBULANCE, INC.
SEMINOLE COUNTY AMBULANCE, INC.
LIFEFLEET SOUTHEAST, INC.
AMERICAN MEDICAL PATHWAYS, INC.
ADAM TRANSPORTATION SERVICE, INC.
ASSOCIATED AMBULANCE SERVICE, INC.
PARK AMBULANCE SERVICE INC.
FIVE COUNTIES AMBULANCE SERVICE, INC.
SUNRISE HANDICAP TRANSPORT CORP.
STAT HEALTHCARE, INC.
LAIDLAW MEDICAL TRANSPORTATION, INC.
MERCY, INC.
AMERICAN INVESTMENT ENTERPRISES, INC.
LIFECARE AMBULANCE SERVICE, INC.
TEK, INC.
MERCY LIFE CARE
HEMET VALLEY AMBULANCE SERVICE, INC.
AMERICAN MEDICAL RESPONSE OF SOUTHERN CALIFORNIA
MEDIC ONE OF COBB, INC.
PUCKETT AMBULANCE SERVICE, INC.
EMCARE HOLDINGS INC.
EMCARE, INC.
EMCARE OF ALABAMA, INC.
EMCARE CONTRACT OF ARKANSAS, INC.
EMCARE OF ARIZONA, INC.
EMCARE OF CALIFORNIA, INC.
EMCARE OF COLORADO, INC.
EMCARE OF CONNECTICUT, INC.
EMCARE OF FLORIDA, INC.
EMCARE OF GEORGIA, INC.
EMCARE OF HAWAII, INC.
EMCARE OF INDIANA, INC.
EMCARE OF IOWA, INC.
EMCARE OF KENTUCKY, INC.
EMCARE OF LOUISIANA, INC.
EMCARE OF MAINE, INC.
EMCARE OF MICHIGAN, INC.
EMCARE OF MINNESOTA, INC.
EMCARE OF MISSISSIPPI, INC.
EMCARE OF MISSOURI, INC.
EMCARE OF NEVADA, INC.
EMCARE OF NEW HAMPSHIRE, INC.
EMCARE OF NEW JERSEY, INC.
EMCARE OF NEW MEXICO, INC.
EMCARE OF NEW YORK, INC.
EMCARE OF NORTH CAROLINA, INC.
EMCARE OF NORTH DAKOTA, INC.
EMCARE OF OHIO, INC.
EMCARE OF OKLAHOMA, INC.
EMCARE OF OREGON, INC.
EMCARE OF PENNSYLVANIA, INC.
EMCARE OF RHODE ISLAND, INC.
EMCARE OF SOUTH CAROLINA, INC.
EMCARE OF TENNESSEE, INC.
EMCARE OF TEXAS, INC.
EMCARE OF VERMONT, INC.
EMCARE OF VIRGINIA, INC.
EMCARE OF WASHINGTON, INC.
EMCARE OF WEST VIRGINIA, INC.
EMCARE OF WISCONSIN, INC.
EMCARE PHYSICIAN PROVIDERS, INC.
EMCARE PHYSICIAN SERVICES, INC.
EMCARE SERVICES OF ILLINOIS, INC.
EMCARE SERVICES OF MASSACHUSETTS, INC.
EMCARE ANESTHESIA SERVICES, INC.
ECEP, INC.
COORDINATED HEALTH SERVICES, INC.
EM-CODE REIMBURSEMENT SOLUTIONS, INC.
EMERGENCY MEDICINE EDUCATION SYSTEMS, INC.
EMERGENCY SPECIALISTS OF ARKANSAS, INC. II
FIRST MEDICAL/EMCARE, INC.
HEALTHCARE ADMINISTRATIVE SERVICES, INC.
OLD STAT, INC.
REIMBURSEMENT TECHNOLOGIES, INC.
STAT PHYSICIANS, INC.
THE GOULD GROUP, INC.
TIFTON MANAGEMENT SERVICES, INC.
TUCKER EMERGENCY SERVICES, INC.
HELIX PHYSICIANS MANAGEMENT, INC.
NORMAN BRUCE JETTON, INC.
PACIFIC EMERGENCY SPECIALISTS MANAGEMENT, INC.
AMERICAN EMERGENCY PHYSICIANS MANAGEMENT, INC.
PHYSICIAN ACCOUNT MANAGEMENT, INC.
PROVIDER ACCOUNT MANAGEMENT, INC.
CHARLES T. MITCHELL, INC.
GLOBAL MEDICAL RESPONSE, INC.
AMERICAN MEDICAL RESPONSE
DELAWARE VALLEY, LLC
By: American Meical Response Mid-Atlantic
Inc., its sole member
REGIONAL EMERGENCY SERVICES, LP
By: Florida Emergency Partners, Inc.,
its general partner
PROVIDACARE, L.L.C.
By: American Medical Pathways, Inc., its
sole member
AMR BROCKTON, L.L.C.
By: American Medical Response of
Massachusetts, Inc., its manager
EMCARE OF MARYLAND LLC,
By: EmCare Holdings Inc. and EmCare,
Inc., its members
EMS MANAGEMENT LLC
By: AMR HoldCo, Inc. and EmCare HoldCo,
Inc., its members
EMERGENCY MEDICAL SERVICES, L.P.
By: EMSC, Inc., its general partner
By: /s/ Randel G. Owen
------------------------
Name: Randel G. Owen
Title: Chief Financial Officer