UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 1421, 2017

Air Methods Corporation

(Exact name of registrant as specified in its charter)

Delaware		0-16079		84-0915893
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

~~7301~~7211 South Peoria ~~St.~~

Englewood, CO 80112

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (303) 792-7400

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.01405 ~~Entry~~of ~~into~~this achapter) ~~Material~~or ~~Definitive~~Rule 12b-2 ~~Agreement~~of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

OnEmerging ~~March 14,~~growth 2017, Air Methods Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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 (“Merger Sub”), providing for the acquisition of the Company by Parent in an all cash transaction, consisting of a tender offer (the “Offer”), followed by a subsequent back-end merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.company ~~Parent and Merger Sub are affiliates of certain funds managed by American Securities LLC (the “AS Funds”).~~o

~~The~~If ~~Company’s~~an ~~Board~~emerging ofgrowth ~~Directors~~company, ~~(the~~indicate ~~“Board”) determined that the transactions contemplated~~ by ~~the~~check ~~Merger~~mark ~~Agreement,~~if ~~including~~ the ~~Offer~~registrant ~~and~~has ~~the~~elected ~~Merger,~~not ~~are fair~~ to ~~and~~use in the ~~best~~extended transition ~~interests~~period offor ~~the~~complying ~~Company~~with ~~and~~any ~~its~~new ~~stockholders,~~or ~~and~~revised ~~approved~~financial ~~the~~accounting ~~Merger~~standards ~~Agreement~~pursuant ~~and~~to ~~the transactions contemplated thereby, and recommended that the stockholders of the Company accept the Offer and tender their shares of common stock, par value $0.06 per share, of the Company~~ Section 13(~~the “Common Stock”~~a), of in the ~~Offer.~~Exchange Act o

~~Pursuant~~Introductory to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub will commence the Offer no later than March 28, 2017 for all of the outstanding shares of Common Stock at a price per share of $43Note.~~00 (the “Offer Price”), to the holders of Common Stock in cash, net of applicable withholding taxes and without interest.~~

~~Subject~~As topreviously ~~the~~disclosed ~~terms~~in ~~and conditions of~~ the ~~Merger~~Current ~~Agreement,~~Report ~~the~~on ~~Offer~~Form 8-K ~~will~~filed ~~initially~~with ~~remain open for 20 business days from~~ the ~~date~~Securities ofand ~~commencement~~Exchange ofCommission (the ~~Offer.~~“SEC”) Ifon atMarch 14, ~~the~~2017 ~~scheduled~~by ~~expiration~~Air ~~time~~Methods ofCorporation, ~~the~~a ~~Offer~~Delaware ~~any~~corporation of (the ~~conditions~~“Company”), to the ~~Offer~~Company ~~have~~entered ~~not~~into ~~been~~an ~~satisfied~~Agreement orand ~~waived,~~Plan ~~then~~of Merger ~~Sub will extend~~ (the ~~Offer~~“Merger onAgreement”), ~~one~~dated oras ~~more occasions in consecutive increments~~ of ~~five business days, generally until July~~March 1214, 2017, towith ~~permit~~ASP ~~the~~AMC ~~satisfaction~~Intermediate ~~of all Offer conditions~~Holdings, Inc., Ifa ~~the~~Delaware ~~debt~~corporation ~~financing~~(“Parent”), ~~has not been funded~~ and ~~will~~ASP ~~not~~AMC ~~be available to be funded at the scheduled expiration time of the Offer and the closing of the~~ Merger, ~~Merger~~ Sub ~~may~~, ~~subject to certain conditions, extend the Offer on up to three occasions in consecutive increments of five business days each~~ Inc. ~~Further~~, ~~the~~a ~~Offer~~Delaware ~~may~~corporation beand ~~extended if required by applicable law, rule regulation, interpretation or position of the SEC, or in the event that the Company brings or has brought~~ a ~~legal~~wholly-owned ~~action~~subsidiary ~~against to enforce specifically the terms and provisions~~ of ~~the Merger Agreement by~~ Parent ~~or Merger Sub~~(“Offeror”).

~~The~~Pursuant ~~obligation of Merger Sub~~ to ~~purchase~~ the ~~shares~~Merger ~~of Common Stock validly tendered pursuant to the Offer is subject to the satisfaction or waiver of a number of customary conditions~~Agreement, ~~including~~on ~~(1)~~March ~~shares~~23, of2017, ~~Common~~Offeror ~~Stock~~commenced ~~having~~a ~~been~~tender ~~validly~~offer ~~tendered and~~ (~~not~~the ~~properly withdrawn~~“Offer”) ~~prior~~ to ~~the~~acquire ~~expiration~~all of the ~~Offer~~outstanding ~~that represent, together with the~~ shares of ~~Common~~common ~~Stock~~stock, ~~then~~par ~~owned~~value by$0.06 ~~Merger~~per ~~Sub~~share, ~~at least a majority~~ of the ~~then~~Company ~~outstanding~~(“Shares”) ~~shares~~for of$43.00 ~~Common~~per ~~Stock,~~Share (2) the ~~absence~~“Offer ~~of any law~~Price”), ~~injunction,~~net ~~judgment~~to ~~or other legal restraint that prohibits~~ the ~~consummation~~seller ofin ~~the Offer or the Merger~~cash, ~~(3) the~~net ~~expiration or early termination~~ of ~~the waiting period~~ applicable towithholding ~~the~~taxes ~~Offer~~ and ~~the~~without ~~Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976~~interest, asupon ~~amended, (4)~~ the ~~accuracy~~terms ~~of the Company’s representations~~ and ~~warranties contained in the Merger Agreement (~~subject to deconditions ~~minimis,~~set ~~Company~~forth ~~Material Adverse Effect (as defined~~ in the ~~Merger~~offer ~~Agreement)~~to purchase and ~~materiality qualifiers), (5)~~ the ~~Company’s~~related ~~performance~~letter of ~~its~~transmittal ~~obligations~~(collectively, ~~agreements and covenants under~~ the ~~Merger~~“Offer ~~Agreement in all material respects, (6~~Documents”) ~~the absence~~, ~~since~~each ~~the~~dated ~~date of the Merger Agreement~~March 23, of2017 ~~any~~and ~~fact,~~as ~~state~~amended ~~of facts, change, event, development, circumstance, occurrence~~ or effect that has had or would reasonably be expected to have a Company Material Adverse Effect and (7) the completion of a specified marketing period for the debt financing that Parent and Merger Sub are using to fund a portion of the aggregate Offer Price and Merger Consideration (the “Marketing Period”)supplemented.

~~Following~~The ~~the~~Offer ~~consummation~~expired ofat 5:00 p.m. New York City time on Thursday, April 20, 2017 (the ~~Offer~~“Expiration ~~and~~Time”), ~~subject~~all toconditions were satisfied and the ~~satisfaction~~Offer orwas ~~waiver~~not ofextended. American ~~certain~~Stock ~~customary~~Transfer & ~~conditions~~Trust ~~set~~Company, ~~forth~~LLC, in its capacity as the ~~Merger~~depositary ~~Agreement~~for the Offer, has advised the ~~Merger~~Company ~~will~~and beOfferor ~~effected~~that, as of the Expiration Time, 25,932,313 Shares had been validly tendered and not properly withdrawn pursuant to the ~~procedure~~Offer, ~~provided~~which ~~for~~represented byapproximately ~~Section 251(h)~~ 71% of the ~~General~~outstanding ~~Corporation~~Shares ~~Law~~as of the ~~State~~Expiration Time. Approximately 12% of ~~Delaware~~the ~~(“DGCL”),~~Shares ~~without~~tendered awere ~~meeting~~represented orby ~~vote~~notices of ~~the~~guaranteed ~~Company’s stockholders~~delivery. The ~~Merger~~number ~~will~~of beShares ~~effected~~tendered assatisfied ~~soon~~the Minimum Condition (as ~~practicable~~defined ~~following~~in the ~~acceptance~~Merger ofAgreement and the ~~shares~~Offer Documents). Offeror accepted for payment all Shares validly tendered and not ~~properly~~validly withdrawn pursuant to the Offer (on or prior to the “Expiration Time and, according to the Offer ~~Acceptance~~Documents, ~~Time”)~~will promptly pay for such Shares in accordance with the terms of the Offer.

AtAs a result of its acceptance of the ~~effective~~Shares ~~time~~tendered in the Offer, Offeror acquired a sufficient number of Shares to complete the ~~Merger~~merger of Offeror with and into the Company (the “~~Effective~~Merger”) ~~Time~~without a vote of the stockholders of the Company pursuant to Section 251(h) of the Delaware General Corporation Law (the “DGCL”). Accordingly, ~~each~~on ~~share~~April 21, 2017, following the consummation of ~~Common~~the ~~Stock~~Offer, Parent and Offeror consummated the Merger pursuant to Section 251(~~other~~h) of ~~than~~the ~~shares~~DGCL, with the Company continuing as the surviving corporation in the Merger and becoming a wholly-owned subsidiary of ~~Common~~Parent. In ~~Stock~~the Merger, each Share (other than (i) Shares owned by Air Methods as treasury stock, or owned by Parent or ~~Merger~~the ~~Sub~~Offeror (including any ~~shares~~Shares ~~of Common Stock~~ acquired by ~~Merger~~the ~~Sub~~Offeror in the Offer), in each case, both at the commencement of the Offer and immediately before the Effective Time, and (ii) Shares owned by ~~the~~any ~~Company~~stockholders ~~as treasury stock or (iii) held by a holder~~ who ishave ~~entitled~~properly toexercised ~~demand~~their ~~and~~appraisal ~~who~~rights ~~has~~under ~~properly~~Section 262 ~~demanded~~of the ~~appraisal~~DGCL) ofthat ~~such~~was ~~shares~~issued ofand ~~Common~~outstanding ~~Stock~~immediately inprior ~~accordance~~to ~~with~~the ~~Section 262~~consummation of the ~~DGCL)~~Merger ~~will~~was be converted automatically into the right to receive the Offer Price, (upon the ~~“Merger~~consummation ~~Consideration”) in cash, net~~ of ~~applicable~~the ~~withholding~~Merger ~~taxes~~(the ~~and~~“Effective ~~without interest~~Time”).

AsPursuant ofto the ~~Effective~~Merger ~~Time~~Agreement, each option (i“Options”) ~~each~~ granted and outstanding ~~Company~~under the Second Amended and Restated Air Methods Corporation 2006 Equity Compensation Plan (the “2006 Plan”) and the Air Methods Corporation 2015 Equity Incentive Plan (the “2015 Plan”), each Share subject to lapsing rights of repurchase (“Restricted Shares”), each restricted stock ~~option~~unit (~~whether~~“RSUs”) orissued ~~not~~under ~~then~~the ~~exercisable~~2006 orPlan ~~vested~~and the 2015 Plan, and each performance share unit (“PSUs”) ~~shall~~issued beunder ~~canceled~~the Air Methods Corporation Performance Pay Plan and ~~converted~~the ~~into~~2015 Plan (collectively, the ~~right~~“Company Equity Awards”) that was outstanding as of immediately prior to ~~receive~~the anEffective ~~amount~~Time became fully vested (except that, in ~~cash~~the ~~equal~~case toof a PSU, such awards vested assuming performance had been achieved at the ~~product~~greater of Target Level (xas defined in the Merger Agreement) and actual performance measured through the ~~excess~~Effective Time) as of immediately prior to, ifand ~~any~~contingent upon, ofthe Effective Time and was canceled and converted into the ~~Merger~~right ~~Consideration~~to ~~over~~receive the ~~per~~Offer ~~share~~Price (less the applicable exercise price in the case of Options) in cash (net of applicable withholding taxes and without interest) payable in respect of each Share subject to such Company ~~stock~~Equity ~~option,~~Award ~~multiplied~~immediately bybefore ~~(y)~~ the ~~total~~Effective ~~number of~~ Time.

The foregoing description of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.

shares of Common Stock subject to such Company stock option, (ii) each outstanding share of restricted Common Stock shall be canceled and converted into the right to receive an amount in cash equal in value to the Merger Consideration, (iii) each outstanding Company restricted stock unit shall be canceled and converted into the right to receive an amount in cash equal to the product of (x) the Merger Consideration, multiplied by (y) the total number of shares of Common Stock subject to such Company restricted stock unit immediately prior to the Effective Time and (iv) each outstanding Company performance stock unit shall be cancelled and converted into the right to receive an amount in cash equal to the product of (x) the Merger Consideration multiplied by (y) the total number of shares of Common Stock subject to such Company performance stock unit immediately prior to the Effective Time (assuming performance had been achieved at the greater of the target level of vesting for such Company performance stock unit and actual performance measured through the Effective Time).2

~~The~~Item ~~Merger Agreement includes representations and warranties, and covenants of the parties customary for a transaction of this nature~~2.01 ~~From~~Completion ~~the date~~ of ~~the~~Acquisition ~~Merger~~or ~~Agreement~~Disposition ~~until the earlier~~ of the termination of the Merger Agreement and the Effective Time, the Company has agreed to operate its business and the business of its subsidiaries in the ordinary course and has agreed to certain other operating covenants, as set forth more fully in the Merger AgreementAssets. Subject to the terms and conditions of the Merger Agreement, the Company has also agreed not to directly or indirectly solicit or initiate discussions or negotiations with any third party regarding alternative acquisition proposals.

~~Prior~~As todescribed in the ~~Offer~~Introductory ~~Acceptance~~Note ~~Time~~above, ~~the~~on ~~Board may~~April 20, ~~among other things~~2017, ~~(1)(a) change~~Offeror ~~its~~accepted ~~recommendation~~for ~~that~~payment ~~the~~all ~~Company’s~~Shares ~~stockholders~~validly ~~accept~~tendered ~~the Offer~~ and ~~tender~~not ~~their~~properly ~~shares~~withdrawn ofpursuant ~~Common~~to ~~Stock in~~ the Offer toon ~~enter into a definitive acquisition agreement providing for a Superior Proposal (as defined in the Merger Agreement)~~ or ~~(b) terminate~~prior ~~the Merger Agreement~~ to ~~enter~~the ~~into~~Expiration aTime ~~definitive~~and ~~acquisition~~will ~~agreement~~promptly ~~providing~~pay for asuch ~~Superior~~Shares ~~Proposal,~~in oraccordance ~~(2) change~~with ~~its recommendation that~~ the ~~Company’s~~terms ~~stockholders~~of ~~accept~~ the Offer. ~~and~~On ~~tender their Shares in the Offer in connection with a material event~~April 21, ~~change~~2017, ~~effect,~~the ~~development~~Merger ~~or occurrence that~~ was ~~not~~completed ~~known~~pursuant ~~by the Board as of or prior~~ to ~~the date~~ Section 251(h) of the ~~Merger Agreement~~DGCL, ~~and~~with ~~does~~no ~~not~~Company ~~relate~~stockholder tovote orrequired ~~involve~~to ~~(a) a~~consummate ~~Takeover Proposal (as defined in~~ the Merger. At ~~Agreement), (b) any changes in~~ the ~~market~~Effective ~~price~~Time, orthe ~~change~~Company inbecame ~~trading~~a ~~volume,~~wholly-owned ofsubsidiary ~~shares~~ of ~~Common~~Parent. As ~~Stock,~~a ~~in each case subject to complying with notice and other specified conditions~~result, ~~including~~a ~~obligations~~change toof ~~negotiate~~control ~~with~~of ~~Parent~~the ~~and~~Company ~~Merger Sub prior to taking such actions~~occurred.

The ~~Company~~information iscontained ~~only~~in ~~entitled to specific performance to force Parent to cause~~ the ~~equity~~Introductory ~~financing~~Note ~~to be funded if the Marketing Period has been completed and the debt financing has been funded or will be funded substantially concurrently with the equity financing and the closing~~ of ~~the~~this ~~transactions~~Current ~~contemplated~~Report byon ~~the Merger Agreement. The Merger Agreement contains certain termination rights for the Company and Parent, including, among others, the right of (1)~~Form ~~the~~8-K ~~Company~~is toincorporated ~~terminate~~by ~~the~~reference ~~Merger Agreement in order to enter~~ into athis ~~definitive~~Item ~~acquisition~~2.01. ~~agreement~~The ~~providing~~foregoing ~~for~~description aof ~~Superior Proposal, (2) Parent to terminate~~ the Merger ~~Agreement~~is asqualified ain ~~result of the Board changing~~ its ~~recommendation~~entirety toby ~~the~~reference ~~Company’s stockholders with respect~~ to the ~~Offer and (3) the Company to terminate the~~ Merger Agreement ~~if all of the conditions to the closing of the Offer have been satisfied and Merger Sub does not consummate the Offer within three business days of the time the closing would otherwise occur~~, ~~subject~~a tocopy ~~certain rights~~ of ~~Merger~~which ~~Sub~~is toattached ~~extend the expiration date of the Offer. Upon termination of the Merger Agreement by the Company under specified circumstances, the Company will be required~~ to ~~pay~~this ~~Parent~~Current aReport ~~termination~~on ~~fee~~Form 8-K ofas ~~$51,613,380~~Exhibit 2.1 ~~The~~and ~~Merger~~is ~~Agreement~~incorporated ~~also~~herein ~~provides that upon termination of the Merger Agreement~~ by ~~Parent under specified circumstances, Parent will be required to pay the Company a reverse termination fee of $95,286,240~~reference.

~~Parent~~Item ~~and~~3.01 ~~Merger~~Notice ~~Sub have obtained equity and debt financing commitments for the transactions contemplated by the Merger Agreement, the proceeds~~ of ~~which~~Delisting ~~will~~or beFailure ~~used by Parent~~ to ~~pay~~Satisfy the Offer Price and the Merger Consideration and all related fees and expenses. The AS Funds have committed to capitalize Parent, following the consummation of the Offer, with an aggregate equity contribution in an amount of $690,000,000 and provided the Company with a ~~limited~~Continuing ~~guarantee~~Listing inRule ~~favor~~or ofStandard; ~~the~~Transfer ~~Company guaranteeing the payment~~ of ~~certain monetary obligations that may be owed by Parent pursuant to the Merger Agreement, including any reverse termination fee that may become payable by Parent~~Listing.

~~Morgan~~On ~~Stanley~~April 21, ~~Senior~~2017, ~~Funding~~in connection with the consummation of the Offer and the Merger, ~~Inc.~~ the Company (~~“MSSF”~~i), notified ~~Barclays~~the ~~Bank~~NASDAQ ~~PLC~~Stock Market (“~~Barclays~~NASDAQ”) ~~and~~of ~~Royal~~the ~~Bank~~consummation of ~~Canada~~the ~~(“RBC”~~Merger and ~~together~~(ii) requested ~~with~~that ~~MSSF~~NASDAQ ~~and~~(x) halt ~~Barclays,~~trading of the ~~“Lenders”)~~Shares ~~have~~effective ~~committed~~before tothe ~~provide~~opening aof ~~$1,330~~trading ~~million~~on ~~first-lien~~April 21, ~~senior~~2017, ~~secured~~and ~~term~~permanently ~~facility,~~suspend atrading ~~$125~~at ~~million~~the ~~first-lien~~close ~~senior~~of ~~secured~~trading ~~revolving~~on ~~credit~~April 21, ~~facility~~2017, and a(y) file ~~$560~~with ~~million~~the ~~senior~~SEC ~~bridge~~a ~~credit~~Form 25 ~~facility,~~Notification onof ~~the~~Removal ~~terms~~from Listing and/or ~~subject~~Registration to ~~the~~delist ~~conditions~~and ~~set~~deregister ~~forth~~the inShares aunder ~~debt~~Section 12(b) of ~~commitment~~the ~~letters~~Securities ~~dated~~Exchange ~~March 14~~Act of 1934, ~~2017~~as amended (the “~~Debt~~Exchange ~~Commitment Letters~~Act”). The ~~obligation~~Shares, ofwhich previously traded under the ~~Lenders~~symbol “AIRM”, ceased to ~~provide~~be ~~debt~~traded ~~financing~~on ~~under~~NASDAQ prior to the ~~Debt~~opening ~~Commitment~~of ~~Letter~~trading ison ~~subject~~April 21, 2017. The Company intends to file with the SEC a ~~number~~Form 15 requesting that the Shares be deregistered and that the Company’s reporting obligations under Sections 13 and 15(d) of ~~customary~~the ~~conditions~~Exchange Act be terminated.

The ~~foregoing~~information ~~description~~contained ofin the ~~Merger~~Introductory ~~Agreement~~Note isof ~~not~~this ~~complete~~Current ~~and~~Report ison ~~qualified~~Form 8-K ~~in its entirety by reference to the Merger Agreement, which~~ is ~~filed as Exhibit 2.1 to this report and~~ incorporated ~~herein~~ by reference. ~~The~~into ~~Merger~~this ~~Agreement~~Item ~~and the foregoing description of the Merger Agreement have been included to provide investors and our stockholders with information regarding the terms of the Merger~~2. ~~The assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules~~01. ~~Moreover, certain representations and warranties~~

Item 3.03 Material Modification to Rights of Security Holders.

inThe ~~the~~information ~~Merger~~contained Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties to the Merger Agreement. Accordingly, the representations and warranties in the ~~Merger~~Introductory ~~Agreement~~Note ~~should not be relied on by any persons as characterizations of the actual state of facts~~ and ~~circumstances~~Items about the Company, Parent or Merger Sub at the time they were made or otherwise, and information in the Merger Agreement should be considered in conjunction with the entirety of the factual disclosure about the Company in the Company’s public reports filed with the U2.S.01 ~~Securities~~ and ~~Exchange Commission (the “SEC”)~~5.03 ~~Information concerning the subject matter~~ of ~~the~~this ~~representations~~Current ~~and~~Report ~~warranties~~on ~~may~~Form 8-K ~~change~~is ~~after~~incorporated ~~the~~by ~~date~~reference ofinto ~~the~~this ~~Merger~~Item ~~Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures~~3.03.

~~Additional~~Item ~~Information~~5.01 Change in Control of Registrant.

The ~~tender~~information ~~offer~~contained ~~referred to~~ in ~~this document and~~ the ~~exhibits~~Introductory ~~filed~~Note ~~herewith~~and ~~has~~Items ~~not yet commenced~~2.01 ~~This document is provided for informational purposes only~~ and ~~does not constitute an offer to purchase or the solicitation of an offer to sell any securities~~5.03 ~~At the time the tender offer is commenced, Parent and Merger Sub intend to file with the SEC a Tender Offer Statement on Schedule TO containing an offer to purchase, a form~~ of ~~letter~~this ofCurrent ~~transmittal~~Report ~~and other documents relating to the tender offer, and the Company intends to file with the SEC a Solicitation/Recommendation Statement~~ on ~~Schedule 14D~~Form 8-9K ~~with~~is ~~respect~~incorporated to the tender offer. Parent, Merger Sub and the Company intend to mail these documents to the Company stockholders. Company stockholders are advised to read the Schedule TO (including the offer to purchase, the related letter of transmittal and the other offer documents) and the Schedule 14D-9, as each may be amended or supplemented from time to time, and any other relevant documents filed with the SEC when they become available, before making any decision with respect to the tender offer because these documents will contain important information about the proposed transaction and the parties thereto. Company stockholders and investors may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by ~~the~~reference ~~parties~~into ~~(when~~this ~~available)~~Item ~~at the SEC’s website at www~~5.~~sec~~01.~~gov.~~

~~Cautionary~~Item ~~Statement~~5.02 ~~Regarding~~Departure ~~Forward-Looking~~of ~~Statements~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~This~~In ~~document~~connection ~~and~~with the ~~exhibits~~consummation ~~filed herewith contain forward-looking information relating to the Company and the proposed acquisition~~ of the ~~Company by Parent and~~ Merger Sub that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, ~~and include words such~~ as ~~“believes,”~~contemplated ~~“plans,”~~by ~~“anticipates,”~~the ~~“projects,”~~Merger ~~“estimates~~Agreement,” ~~“expects,”~~each ~~“intends,”~~of ~~“strategy,”~~Aaron ~~“future,”~~D. ~~“opportunity~~Todd,” ~~“may,”~~C. ~~“will,”~~David ~~“should~~Kikumoto,” ~~“could,”~~Joseph ~~“potential~~Whitters,” orRalph ~~similar expressions~~J. ~~Forward-looking statements in this document include~~Bernstein, ~~among~~Mark ~~other~~D. ~~things~~Carleton, ~~statements~~Jeffrey ~~about~~A. ~~the potential benefits of the proposed acquisition; Parent’s plans~~Dorsey, ~~objectives, expectations~~ and ~~intentions;~~John ~~the~~J. ~~financial condition~~Connolly, ~~results of operations and business of the Company; industry~~Ed.D., ~~business~~Morad ~~strategy~~Tahbaz, ~~goals~~Claire ~~and~~Gulmi ~~expectations concerning the Company’s market position, future operations, future performance~~ and ~~profitability;~~Honorable ~~and~~Jessica ~~the~~Garfola ~~anticipated timing of closing of the acquisition. Risks and uncertainties include~~Wright, ~~among~~MG ~~other things, risks related to the satisfaction of the conditions to closing of the acquisition~~ (~~including the failure to obtain necessary regulatory approvals~~Ret.) ~~in the anticipated timeframe or at all~~, ~~including~~resigned ~~uncertainties~~ as tomembers ~~how many Company’s stockholders will tender their shares in the tender offer and the possibility that the acquisition does not close; the occurrence~~ of ~~any event, change or other circumstance that could give rise to~~ the ~~termination~~Board of ~~the~~Directors Merger Agreement, including in circumstances which would require the Company to pay a termination fee or other expenses; risks regarding the failure to obtain the necessary financing to complete the proposed acquisition; risks related to the debt financing arrangements entered into in connection with the proposed acquisition; risks related to the potential impact of the ~~announcement or consummation of the proposed transaction on the~~ Company’s ~~important relationships, including with employees, suppliers~~ and ~~customers;~~as ~~disruption~~members ~~from the transaction making it more difficult to maintain business and operational relationships; negative effects~~ of ~~this~~Committees ~~announcement or the consummation~~ of the ~~proposed~~Board ~~acquisition on the market price~~ of ~~the~~Directors ~~Company’s~~effective ~~common~~as ~~stock and on the Company’s operating results; significant transaction costs; the risk~~ of ~~litigation and/or regulatory actions related to~~ the ~~proposed~~Effective acquisition; the possibility that competing offers will be made; and risks related to the ability to realize the anticipated benefits of the acquisition, including the possibility that the expected benefits from the proposed acquisition will not be realized or will not be realized within the expected time periodTime. Other factors that may cause actual results to differ materially include those that will be set forth in the Tender Offer Statement on Schedule TO and other tender offer documents filed by Parent and Merger Sub. Many of these factors are beyond Company’s control. A further description of risks and uncertainties relating to the Company can be found in its Annual Reports on Form 10-K for the fiscal year ended December 31, 2016 and in their subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov. Unless otherwise required by applicable law, the Company disclaims any intention or obligation to update forward-looking statements contained in this document as the result of new information or future events or developments.

4Following the consummation of the Merger, the following persons were appointed as directors of the Company: Michael G. Fisch; Marc Saiontz; Ben Dickson; Bahaa Naamani; and Aaron D. Todd. Information regarding Messrs. Fisch, Saiontz, Dickson and Naamani has been previously disclosed in Schedule A of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, originally filed by Parent and Offeror on March 23, 2017. Information regarding Mr. Todd has previously been disclosed in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the SEC on April 29, 2016.

~~Item 9.01. Financial Statements and Exhibits.~~3

~~(d) Exhibits:~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated as of March 14, 2017, by and among Air Methods Corporation, ASP AMC Intermediate Holdings, Inc. and ASP AMC Merger Sub, Inc.

In connection with the consummation of the Merger, pursuant to the Merger Agreement, the Company’s certificate of incorporation, as amended and restated, and its bylaws, as amended and restated, were each amended and restated in their entirety, effective as of the Effective Time. Copies of the certificate of incorporation and bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated by reference into this Item 5.03.

*Item ~~Schedules omitted pursuant to item 601(b)(2) of Regulation S-K~~8.01 ~~The~~Other Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request, provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnishedEvents.

5On April 21, 2017, American Securities LLC and Air Methods issued a joint press release relating to the expiration of the Offer and the consummation of the Merger. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

~~SIGNATURE~~Item 9.01 Exhibits.

~~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 hereunto duly authorized.~~(d) Exhibits

	Air Methods Corporation
Exhibit No.	Description
Dated: March 14, 2017	By:	/s/ Crystal Gordon
2.1	Agreement and Plan of Merger, dated as of March 14, 2017 among Air Methods Corporation, ASP AMC Intermediate Holdings, Inc., and ASP AMC Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Air Methods Corporation’s Current Report on Form 8-K filed with the SEC on March 14, 2017)
		Name: Crystal Gordon
3.1	Amended and Restated Certificate of Incorporation of Air Methods Corporation
		Title: Executive Vice President, General Counsel and Corporate Secretary
3.2	Amended and Restated By-Laws of Air Methods Corporation
99.1	Joint Press Release issued by American Securities LLC and Air Methods, dated April 21, 2017

~~EXHIBIT INDEX~~SIGNATURE

Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated as of March 14, 2017, by and among Air Methods Corporation, ASP AMC Intermediate Holdings, Inc. and ASP AMC Merger Sub, Inc.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Form 8-K is true, complete and correct.

* Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request, provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

	AIR METHODS CORPORATION

	By:	/s/ Crystal L. Gordon
		Name:	Crystal L. Gordon
		Title:	Executive Vice President, General Counsel and
		Corporate Secretary
Dated: April 25, 2017

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of March 14, 2017 among Air Methods Corporation, ASP AMC Intermediate Holdings, Inc., and ASP AMC Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Air Methods Corporation’s Current Report on Form 8-K filed with the SEC on March 14, 2017)

3.1		Amended and Restated Certificate of Incorporation of Air Methods Corporation

3.2		Amended and Restated By-Laws of Air Methods Corporation

99.1		Joint Press Release issued by American Securities LLC and Air Methods, dated April 21, 2017

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