SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

September 2, 2005

William A. Sanger
Chief Executive Officer
Emergency Medical Services Corporation
6200 S. Syracuse Way
Greenwood Village, CO 80111

Re: 	Emergency Medical Services Corporation
Form S-1
Filed August 2, 2005
File No. 333-127115

Dear Mr. Sanger:

      We have reviewed your filings and have the following
comments.
Please amend the registration statement in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-1

General

1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range.  Please note that
we
may have additional comments once you have provided this
disclosure.
Also, we may have further comments after you revise to clarify the
effects of your reorganization.  Therefore, please allow us
sufficient time to review your complete disclosure prior to any
distribution of preliminary prospectuses.

2. We encourage you to file all exhibits with your next amendment
or
otherwise furnish us drafts of your legality opinion and
underwriting
agreement.  We must review these documents before the registration
statement is declared effective, and we may have additional
comments.

3. Please provide us with copies of your prospectus artwork prior
to
circulating your preliminary prospectus.  Since we may have
comments
that could result in material revisions to your artwork, please
provide us with sufficient time to comment on your artwork prior
to
circulating your preliminary prospectus.  See Item VIII of the
March
31, 2001 quarterly update to the Division of Corporation Finance`s
Current Issues and Rulemaking Projects outline, which is available
on
our website at
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm.

4. We note the growth estimate data and other figures cited
throughout the document, such as those provided by the Centers for
Medicare and Medicaid Services, the CDC and the Journal of
Emergency
Medical Services.  Please provide us with marked copies of any
materials that support these and other third party statements,
clearly cross-referencing each statement with the underlying
factual
support.  In addition, please remove your statement that you
cannot
guarantee the accuracy and completeness of the information, as you
are responsible for the disclosure in your registration statement.

Front Cover of Prospectus

5. Please confirm to us in your response letter that all of the
underwriters listed on the cover are managing underwriters.
Otherwise, please delete them.  See Item 501(b)(8) of Regulation
S-K.
In addition, please remove the term "Joint Book-Running Managers"
from the front cover of the prospectus, as this information is
more
appropriate for disclosure in the plan of distribution or the back
cover page.

About this Prospectus, page ii

6. Please revise to incorporate the disclosure on this page into
the
prospectus summary or body of the prospectus, as appropriate.  For
example, move the explanation about your financial information to
the
summary financial data to the extent it is already not disclosed
there.

7. Glossaries are generally not appropriate in the front portion
of
prospectuses and should be avoided in the body of the prospectus.
Instead, revise as appropriate so that your disclosure is clear
from
its context, and use everyday language.  See Rule 421(b)(3) of
Regulation C.  Furthermore, since potential investors will be
purchasing securities in your company after any pre-offering
reorganization, draft your disclosure from an investor`s
perspective
by focusing on the company as it will exist at the time of the
offering.

8. Please revise throughout the registration statement to use a
more
descriptive term than "the acquisition" to refer to your February
2005 acquisition by Onex Partners LP, as the use of this term
assumes
that potential investors are familiar with the history of your
company.

Prospectus Summary, page 1

9. As currently drafted, the summary section is too long.  The
summary should provide a brief, balanced, non-repetitive
discussion
of the most material aspects of you and your offering.  Please
reduce
the amount of detail by carefully considering and identifying
those
aspects of the offering that are the most significant and
determine
how best to highlight those points in clear, plain language.  For
example, consider significantly reducing or deleting the
subsections
entitled Competitive Strengths, Business Strategy and Our Equity
Investor.  This disclosure is too detailed for the summary and is
more appropriate for your Business discussion.  Furthermore, the
amount of detail you provide about your equity investor, Onex
Partners, is confusing, as potential investors are investing in
your
company and not Onex Partners.

10. After you reduce the summary, please revise to begin your
prospectus summary with an overview very briefly disclosing the
following information:

* in February 2005, an investor group led by Onex Partners LP and
Onex Corporation and including members of your management
purchased
your operating subsidiaries, AMR and EmCare from Laidlaw
International, Inc., and Laidlaw in turn purchased the
subsidiaries
in 1997;
* you will continue to pay an annual management fee of $1 million
to
Onex for five years;
* the purchase price for your operating subsidiaries, the amount
of
the purchase price that was financed by debt and the amount and
type
of that debt that you plan to repay with proceeds from this
offering;
* the percentage of the equity interest and the voting power that
you
are selling in this offering; and
* following this offering, management and Onex affiliates will
continue to own ___ % of the economic equity interest and ___ % of
the voting power of the company, including ___ shares of Class B
common stock and ___ "LP exchangeable units" each of which has ten
votes, as opposed to one vote per share of Class A common stock
being
sold in this offering.

11. In portions of your prospectus, your use of business jargon,
industry and defined terms makes your disclosure difficult to
understand.  We encourage you to make your disclosure
understandable
from its context to people who are not experts in your industry.
Examples of terms and phrases that you should replace or explain
with
everyday language are:

* your statements that AMR`s investments allow them "to deliver a
compelling value proposition to our customers;"
* "core component of the patient care continuum;"
* "increased demand for technology-enhanced and data-driven
providers;"
* "our ability to leverage our infrastructure and technology to
drive
increased productivity and efficiency;"
* "Our initial implementation of these technologies has improved
our
ability to capture revenue;"
* "CAGR;" and
* "IFT."

12. We note your statements about your leadership position.
Please
briefly state upon what measures you are basing your leadership
claims where the statements first appear.  In addition, clarify
who
expects the growth rate of ambulance transports to increase at a
steady rate of 1% to 2% per year and who considers EmCare`s risk
management initiatives one of the leading programs of its kind in
the
emergency department industry.

13. Please identify who is "one of the largest managed care
organizations" with which you have an exclusive contract.  Confirm
in
your response letter that you receive a material amount of
revenues
from this contract.

The Offering, page 6

14. Please disclose that the number of shares being offered
represents __% of your shares outstanding and __% of your voting
power.

15. Very briefly clarify here and under Use of Proceeds on page 33
that your underwriters are affiliates of the lenders under the
credit
facility that you will repay with proceeds from this offering.

Summary of Historical Combined, Consolidated and Pro
Forma Consolidated Financial Information and Other Data, page 7

16. Please confirm that your calculation of adjusted EBITDA in
this
section is identical to its calculation in your senior secured
credit
facility.  Second, provide the discussion suggested by "Answer 10"
of
our June 13, 2003 "Frequently Asked Questions Regarding the Use of
Non-GAAP Financial Measures" for your use of adjusted EBITDA.
Third,
revise your characterization of the amounts that you refer to as
EBITDA since it is not calculated as "earnings before interest,
taxes, depreciation, and amortization."  Fourth, provide separate
statements of purpose for each of EBITDA and adjusted EBITDA, as
required by Item 10(e)(1)(i)(C) and (D) of Regulation S-K.  And
fifth, make any other revisions to your presentation necessary to
comply with Item 10(e) of Regulation S-K and other staff guidance.

Risk Factors, page 10

17. Revise to move the risk factors under the caption Risk Factors
Related to our Capital Structure, at pages 26 through 28, to the
beginning of your Risk Factor discussion on page 10, since those
seem
to be the most relevant risks you disclose.

18. Many of your risk factors are too long, too vague, too generic
or
bundle multiple risks under one risk factor.  Meaningful risk
factor
disclosure should clearly present adequate but not excessive
detail
about distinct risks to your company or your offering.  For
example,
please revise the following risk factors:

* "We could be subject to lawsuits for which we are not fully
insured
or reserved, and our insurance reserves are subject to inherent
uncertainties," page 10.  This risk factor bundles together
multiple
distinct risks including the risk that you may be sued, the risk
that
your actuarial assumptions may be inaccurate and the risk that
your
commercial insurance company providers may cease to be
creditworthy.
In order to give the proper prominence to each risk you present,
please assign each risk its own descriptive subheading and tailor
the
risks to your circumstances.

* "We are subject to the financial risks associated with our fee-
for-
service contracts," page 11.  This risk factor is too long.
Please
revise to eliminate excessive and unnecessary background and
detail
from these and other risk factors.  It is sufficient to identify
briefly the risk at the outset and provide only enough detail to
place the risk in context.  Move more extensive discussions to the
Business or other appropriate sections.

* "The high level of competition in our segments ...," page 13.
This
risk factor is also too long.  Please revise to disclose the risk
to
investors more briefly and move the detailed discussion to the
Business section in connection with your discussion of
competition.

* "Our business depends on numerous complex information systems
...,"
page 14.  This risk factor is too vague in that you do not present
sufficient, but not excessive, information for investors to assess
the magnitude of the risk.  Please revise accordingly. As
currently
drafted, this risk factor is also generic in that it could apply
to
any company.  Please revise to clearly explain how each risk
applies
to your industry, company, or offering.  Additionally, please
revise
the bodies of this and your other risk factors so that the bodies
of
the risk factors explain how the risk described in the caption may
occur and avoid the generic conclusion that the risks "may
materially
harm our operations" or that your operations "may be materially
and
adversely affected."

In your revisions, provide quantitative details where possible to
put
the risk in context.  For example, we note your estimates of
decreased revenues due to regulatory changes on pages 47 and 48.

Again, these are only examples.  Please revise throughout.  We may
comment further once you have revised your risk factors and risk
factor captions to ensure that they clearly and concisely describe
the risk, the consequences of the risk and how the risk
specifically
applies to you.

19. Please remove your statement that, "The risks and
uncertainties
described below are not the only ones we face" and the subsequent
sentence.  You are required to present all risks and uncertainties
known to you.  In addition, once you describe all material risks,
and
tailor each one to your specific facts and circumstances, you will
not need this generic risk disclosure.

Risk Factors Related to Our Business, page 10

We may become involved in litigation ..., page 15

20. This risk factor appears to duplicate disclosure in your first
risk factor on page 10.  Revise to replace repetitive risk
disclosure
with a single risk factor.  Also revise to combine repetitive risk
factor disclosure on pages 18 and 21 regarding third party
reimbursements.  Similarly revise elsewhere as appropriate.

Risk Factors Related to Healthcare Regulation, page 16

We conduct business in a heavily regulated industry ..., page 16

21. This risk factor is too long.  Revise to disclose the risk to
investors briefly, consider separately discussing each discrete
risk,
and move the rest of this discussion to your Regulatory Matters
discussion at page 92.  Similarly revise each of the risk factors
from pages 16 through 26 and move most of this detail to your
Business discussion.

Formation of Holding Company, page 32

22. Please revise this discussion to present the information for
the
perspective of investors who are not already familiar with your
restructuring plan.  Emphasize the consequences of the
restructuring
rather than isolated legal steps.  For example, clarify what will
be
the post-restructuring ownership structure of the new entity,
including the number of Class A common stock, Class B common
stock;
Class B special voting stock and LP exchangeable units.  The
disclosure as currently drafted is not clear regarding what
numbers
of these securities will be outstanding following the
restructuring.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 45

Key Factors and Measures We Use to Evaluate Our Business, page 46

23. You reference several measures that you use to evaluate your
business.  To the extent material, revise the discussion of your
operating results to clarify your analysis of these measures.

Results of Operations, page 48

24. With respect to the increase in net revenue, expand your
disclosure for all periods presented to discuss the factors behind
AMR`s increase in weighted transports and EmCare`s increase in
patient encounters.  Refer to Item 303(a)(3)(iii) of Regulation S-
K
for further guidance.

25. With respect to insurance expense, discuss the factors behind
the
favorable development of claim costs and reserve estimates and
whether you believe this trend will continue.

Five months ended June 30, 2005 (Successor) compared to
the five months ended June 30, 2004 (Predecessor), page 52

26. You make several statements that "Costs incurred to date to
replace the services previously performed by Laidlaw are included
in
the statement of operations."  Revise the statements to disclose
the
amounts of those costs.  See pages 52, 53, 54 and 55 under
"Laidlaw
fees and compensation charges."  Similarly revise elsewhere as
appropriate to quantify the comparable effects following your
purchase f