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EX-99.1 - EX-99.1 - Emergency Medical Services L.P.a11-5914_2ex99d1.htm

 

 

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):  February 14, 2011

 

 

EMERGENCY MEDICAL SERVICES CORPORATION

 

EMERGENCY MEDICAL SERVICES L.P.

(Exact name of each registrant as specified in its charter)

 

 

 

001-32701

 

20-3738384

Delaware

 

333-127115

 

20-2076535

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Numbers)

 

Identification Nos.)

 

6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado

 

80111

(Address of principal executive offices)

 

(Zip Code)

 

(303) 495-1200
(Registrants’ telephone number, including area code)

 

 

(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 registrants under any of the following provisions (see General Instruction A.2. below):

 

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

 

x          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))

 

 

 



 

Section 8 — Other Events

 

Item 8.01 Other Events.

 

On February 14, 2011, Emergency Medical Services Corporation (the “Company”) issued a press release announcing that the Company has entered into a definitive merger agreement pursuant to which an affiliate of Clayton, Dubilier & Rice, LLC formed to complete the merger will acquire the company (the “Merger”). Pursuant to the agreement, the Company’s Stockholders would receive, at the closing of the transaction, $64.00 per share in cash for each outstanding share of Class A common stock and Class B common stock and each LP Exchangeable Unit of the Company. A copy of the press release is attached hereto as Exhibit 99.1. Further details regarding the merger transaction will be reported in a separate Form 8-K filing.

 

Section 9 — Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit Number

 

Description of Exhibit

 

 

 

99.1

 

Press release of Emergency Medical Services Corporation, dated February 14, 2011.

 

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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 hereunto duly authorized.

 

 

 

EMERGENCY MEDICAL SERVICES

 

CORPORATION

 

(Registrant)

 

 

 

 

 

February 14, 2011

By:

/s/ Craig Wilson

 

 

Craig Wilson

 

 

Senior Vice President and General Counsel

 

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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 hereunto duly authorized.

 

 

 

EMERGENCY MEDICAL SERVICES, L.P.

 

(Registrant)

 

 

 

By: Emergency Medical Services Corporation,
its General Partner

 

 

 

 

 

February 14, 2011

By:

/s/ Craig Wilson

 

 

Craig Wilson

 

 

Senior Vice President and General Counsel

 

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Exhibit Index

 

Exhibit Number

 

Description of Exhibit

 

 

 

99.1

 

Press release of Emergency Medical Services Corporation, dated February 14, 2011.

 

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