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
Data of Report (Date of earliest event reported) April 25, 2000
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Commission file number 0-16079
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AIR METHODS CORPORATION
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(Exact name of Registrant as Specified in Its Charter)
Delaware 84-0915893
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(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
7301 South Peoria, Englewood, Colorado 80112
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (303) 792-7400
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Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report: N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 25, 2000, Mercy Air Service, Inc. ("Mercy Air"), a wholly owned
subsidiary of Air Methods Corporation ("the Company" or "Air Methods"), acquired
through a newly formed company substantially all of the business assets of Area
Rescue Consortium of Hospitals, a Missouri non-profit organization, for
$11,268,000. The newly formed company, ARCH Air Medical Service, Inc. ("ARCH"),
will operate as a Missouri corporation and a wholly owned subsidiary of Mercy
Air. The purchase price was negotiated by the Company and the sellers, and the
purchase will be accounted for using the purchase method of accounting. The
purchase price also includes an earn-out provision under which the sellers will
receive 50% of all collections greater than 50% of charges on receivables older
than six months, up to a maximum of $1,500,000. Also on April 25, 2000, ARCH
acquired two fixed wing aircraft and related equipment and inventory from
SkyLife Aviation, LLC, a Missouri limited liability company ("SkyLife"), for
$1,699,000.
Funding for the acquisitions was provided primarily by the sale of five
helicopters and two fixed wing aircraft to C.I.T. Leasing Corporation ("CIT")
for $10.6 million. The aircraft will be leased back from CIT under an operating
lease with monthly lease payments due over ten years. ARCH also entered into a
$1,350,000 note payable to Firstar Bank, N.A., with interest at 8.01% and
monthly principal and interest payments over seven years. The remainder of the
cash payment was funded from Company treasuries.
Area Rescue Consortium of Hospitals has provided air medical transportation
services in the St. Louis metropolitan area and surrounding communities since
1987. ARCH will continue air medical transportation operations (including
medical care, aircraft operation and maintenance, communications and dispatch,
and medical billing and collections) as an independent provider. One of the
aircraft acquired from SkyLife will be used in ARCH's operations. The other
aircraft will be deployed as part of Mercy Air's operations in southern
California.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed as part of this report:
2.1 Asset Purchase Agreement, dated March 23, 2000, among the Company,
Mercy Air, and Area Rescue Consortium of Hospitals
2.2 Aircraft Purchase Agreement, dated April 25, 2000, by and between
ARCH and SkyLife Aviation, LLC
10.1 Aircraft Lease Agreement, dated April 21, 2000, between ARCH and
C.I.T. Leasing Corporation
10.2 Loan Agreement, dated April 25, 2000, between ARCH and Firstar
Bank, N.A.
10.3 Revolving Credit Note, dated April 25, 2000, between ARCH and
Firstar Bank, N.A.
10.4 Term Loan Promissory Note, dated April 25, 2000, between ARCH and
Firstar Bank, N.A.
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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: May 9, 2000 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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