-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S0qkLvim+Ty2cznBeA581ruvX77TjUTR1DI2Eu1o7pC/w5M+aaTytfM3tTfzLH/2 GByjLSXeaabJ3bvqa4eTaQ== /in/edgar/work/0001095811-00-003847/0001095811-00-003847.txt : 20001011 0001095811-00-003847.hdr.sgml : 20001011 ACCESSION NUMBER: 0001095811-00-003847 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001010 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMWEST INSURANCE GROUP INC CENTRAL INDEX KEY: 0000780118 STANDARD INDUSTRIAL CLASSIFICATION: [6351 ] IRS NUMBER: 952672141 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36908 FILM NUMBER: 737598 BUSINESS ADDRESS: STREET 1: 5230 LAS VIRGENES RD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8188712000 MAIL ADDRESS: STREET 1: 5230 LAS VIRGENES RD CITY: CALABASAS STATE: CA ZIP: 91302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KLEIN MICHAEL B CENTRAL INDEX KEY: 0001125263 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1475 TERMINAL WAY STREET 2: SUITE E CITY: RENO STATE: NV ZIP: 89502 BUSINESS PHONE: 7757202488 MAIL ADDRESS: STREET 1: 1475 TERMINAL WAY STREET 2: SUITE E CITY: RENO STATE: NV ZIP: 89502 SC 13D/A 1 a66198a1sc13da.txt AMENDMENT NO.1 TO SCHEDULE 13D 1 SEC 1746 (2-98) POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. ----------------------------- OMB Approval ----------------------------- OMB Number: 3235-1045 ----------------------------- Expires: October 31, 2002 ----------------------------- Estimated average burden hours per response...14.9 ----------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* AMWEST INSURANCE GROUP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 032345100 - -------------------------------------------------------------------------------- (CUSIP Number) MICHAEL B. KLEIN 1475 TERMINAL WAY, SUITE E RENO, NEVADA 89502 (775) 720-2488 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 6, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [X] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 - ------------------------ CUSIP No. 032345100 - ------------------------ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MICHAEL B. KLEIN, PACIFICOR, INC. --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] NOT APPLICABLE --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) SOURCE OF FUNDS* PF, OO --------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] --------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE --------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 251,400 SHARES -------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY -0- EACH -------------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 251,400 -------------------------------------------------------- (10) SHARED DISPOSITIVE POWER -0- -------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 251,400 --------------------------------------------------------------------- (12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] --------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% (1) --------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* IN, CO --------------------------------------------------------------------- (1) BASED ON 4,322,555 SHARES OF AMWEST INSURANCE GROUP, INC. COMMON STOCK OUTSTANDING AS OF AUGUST 10, 2000, AS REPORTED IN AMWEST INSURANCE GROUP, INC.'S FORM 10-Q FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2000. 3 ITEM 1. SECURITY AND ISSUER. This statement relates to the beneficial ownership of 251,400 shares of common stock, par value $.01 per share ("Amwest Common Stock"), of Amwest Insurance Group, Inc., a Delaware corporation ("Amwest"). The principal executive offices of Amwest are located at 5230 Las Virgenes Road, Calabasas, California 91302. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed on behalf of Pacificor, Inc., a Delaware corporation, and Michael B. Klein, an individual. (a) Name: Pacificor, Inc. and Michael B. Klein. (b) Business address: 1475 Terminal Way, Suite E, Reno, NV 89502. (c) Mr. Klein's address is 1475 Terminal Way, Suite E, Reno, NV 89502. The principal business of Pacificor, Inc. is to invest in and manage other businesses. The principal business address of Pacificor, Inc. is 1475 Terminal Way, Suite E, Reno, Nevada 89502. (d) During the past five years, Mr. Klein has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, Mr. Klein has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Klein is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Bonds.com, Inc., a newly-formed corporation owned and controlled by Mr. Klein, is seeking to obtain equity financing from a nationally-recognized venture capital firm in an amount expected to exceed $20 million if the proposal discussed below in Item 4 is accepted. If such funds are not available, Mr. Klein intends to contribute the necessary funds to Bonds.com, Inc. to complete the acquisition. ITEM 4. PURPOSE OF TRANSACTION. On September 22, 2000, Bonds.com, Inc. presented a confidential written proposal to Amwest Insurance Group, Inc. offering its public shareholders a $6.00 cash price per share, subject to certain conditions. On October 6, 2000, Bonds.com, Inc. presented a revised confidential written proposal increasing the purchase price offered to the public shareholders from $6.00 to $7.50 per share and removing conditions with respect to financing and obtaining an insurance company partner. No agreements or understandings have been reached between Pacificor, Inc. and Bonds.com, Inc. If the Bonds.com, Inc. proposal is accepted by Amwest Insurance Group and a definitive merger agreement is entered into between the parties and all conditions specified therein have been satisfied, upon consummation of the merger, Amwest Insurance Group will cease to be a public company and its shareholders will receive $7.50 per share in cash. 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Pacificor beneficially owns 251,400 shares of Amwest Common Stock, representing approximately 5.8% of the outstanding shares of Amwest Common Stock, based on 4,322,555 shares of Amwest Common Stock outstanding as of August 10, 2000 as reported in Amwest's 10-Q filed with the Securities and Exchange Commission on August 14, 2000. (b) The shares of Amwest Common Stock are held by Pacificor, Inc. Mr. Klein is the principal stockholder of Pacificor, Inc. and Chief Executive Officer of Pacificor, Inc. and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any shares of Amwest Common Stock beneficially owned by Pacificor, Inc. Mr. Klein disclaims beneficial ownership of the shares of Amwest Common Stock held by Pacificor. (c) From August 23, 2000 to September 11, 2000, Pacificor, Inc. sold 28,700 shares of Amwest Common Stock in public sales on the American Stock Exchange at prices ranging from $4.6875 to $4.8125 per share for an aggregate amount of $136,206.25. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Bonds.com, Inc. and Pacificor, Inc. are both owned and controlled by Michael Klein. There are no other contracts, arrangements or understandings between Bonds.com, Inc. and Pacificor, Inc. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Letter dated September 22, 2000 from Bonds.com, Inc. to Amwest Insurance Group, Inc. proposing to acquire the publicly-held shares of Amwest Insurance Group, Inc. Exhibit 2 Letter dated October 6, 2000 from Bonds.com, Inc. to Amwest Insurance Group, Inc. revising its earlier proposal. 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned each certifies that the information set forth in this statement is true, complete and correct. Dated: October 10, 2000 By: /s/ Michael B. Klein --------------------------- Michael B. Klein Pacificor, Inc. Dated: October 10, 2000 By: /s/ Michael B. Klein --------------------------- Michael B. Klein Chief Executive Officer EX-1 2 a66198a1ex1.txt EXHIBIT 1 1 EXHIBIT 1 BONDS.COM, INC. 111 AROQUIS ST. SANTA BARBARA, CA 93108 September 22, 2000 VIA FACSIMILE Amwest Insurance Group, Inc. 5230 Las Virgenes Road Calabasas, CA 91302 Attention: John E. Savage Re: Proposal Dear John: Bonds.com, Inc. (the "Purchaser") is pleased to be able to offer the public shareholders of Amwest Insurance Group, Inc. (the "Company") a cash price of $6.00 per share, subject to the conditions discussed below. Our proposal is structured to address specific objectives of the Company to the extent we understand them. Specifically, our proposal attempts to: - maximize value to the Company's public shareholders by providing a cash purchase price which we believe exceeds the likely trading price of the Company's stock for the foreseeable future. - allow the Company's management shareholders the ability to participate in the future growth prospects of the Company. - improve the A.M. Best rating of the Company's principal insurance company and thereby better serve such company's policyholders. - offer a capital structure which improves the Company's balance sheet and allows opportunities for expansion of its business through existing channels and through the Internet. 2 Our $6.00 per share price represents a 23% premium to today's closing price of $4.875. Our belief is that this cash price at closing to the Company's public shareholders significantly exceeds the valuation that such shareholders are likely to receive from the public markets for at least the next 12-24 months. We believe that the Company's common stock will trade relatively poorly during this time period for the following reasons: - recent large operating losses - recent ratings downgrades of the Company's insurance companies - increased competition faced by the Company both through traditional channels and through the Internet - the relative illiquidity and lack of float for the Company's common stock - a general market distaste for insurance company and small capitalization stocks. Financing We intend to obtain equity financing from a nationally-recognized venture capital firm in an amount expected to exceed $20 million. We also expect to partner with an established insurance company which currently has an "A-" rating or better. Our long-term goal is to build the enterprise value of the Company by structuring a capitalization that bolsters the Company's principal insurance company rating to "A-" or better and to offer the Company the ability to expand its core business through traditional channels and the Internet. Bonds.com The Purchaser was founded by Michael B. Klein for the purpose of offering bonds, surety and other similar insurance products over the Internet and through traditional channels. Mr. Klein has successfully managed and sold various technology businesses including Transoft Networks, Inc. and eGroups, Inc. Mr. Klein also controls Pacificor, Inc. ("Pacificor") which owns approximately 5.8% of the Company's outstanding common stock. Management Shareholders We believe the continued involvement of management and management shareholders will be critical to ensuring the continued success of the Purchaser and the Company. We would expect management shareholders comprising at least 50% of the Company's common stock to exchange their existing shares of Company common stock for common stock of the Purchaser. The number of shares received by the management shareholders would be based on the same $6.00 per share price received by the public 3 shareholders and the same valuation of the Purchaser as valued by the Purchaser's venture capital investor. Conditions Our proposal is subject to: (a) reaching an agreement with the current management shareholders of the Company with respect to their investment and equity position in the Purchaser; (b) completion of legal and accounting due diligence; (c) receipt of sufficient equity financing from a nationally-recognized venture capital investor; (d) completion of a satisfactory partnering arrangement with another insurance company which will result in the Company's principal insurance company obtaining an A.M. Best rating of "A-" or better; (e) negotiation of a satisfactory purchase and sale agreement with standard representations and warranties, and (f) all necessary state and federal regulatory clearances. Confidentiality/Non-Disclosure We believe that it is in the best interest of all parties involved that this proposal remain confidential at the current time. As such, please consider our proposal withdrawn upon the public disclosure of the existence or relevant terms of this letter before any public disclosure by the Purchaser or its affiliates. Pacificor has previously filed a statement on Schedule 13G with respect to the Company. Mr. Klein may be deemed to control both Pacificor and the Purchaser. Mr. Klein or Pacificor may be required to disclose this offer within 10 days from the date hereof on an amendment to Pacificor's Schedule 13G or on a Schedule 13D. Due Diligence/Timing As discussed above, we are still completing our due diligence on the Company. We expect that our legal and accounting due diligence will take approximately 4 weeks to complete. Over this time, we would propose simultaneously completing our equity investor and insurance company partnering arrangements and negotiating a definitive purchase agreement with the Company. Our goal would be to sign a definitive agreement and announce the transaction by the end of October. We look forward to working with you on this transaction and becoming partners with the Company and taking it to the next level of success. If you have any questions regarding this proposal, please call the undersigned directly at 775-720-2488. Very truly yours, Bonds.com, Inc. By: /s/ MICHAEL B. KLEIN ------------------------------- Michael B. Klein Chief Executive Officer EX-2 3 a66198a1ex2.txt EXHIBIT 2 1 EXHIBIT 2 BONDS.COM, INC. 111 AROQUIS ST. SANTA BARBARA, CA 93108 October 6, 2000 VIA FACSIMILE Amwest Insurance Group, Inc. 5230 Las Virgenes Rd. Calabasas, CA 91302 Attention: John E. Savage Re: Revised Proposal Dear John: Bonds.com, Inc. (the "Purchaser") is pleased to be able to offer the public shareholders of Amwest Insurance Group, Inc. (the "Company") a cash price of $7.50 per share, subject to the conditions discussed below. Our proposal is structured to address specific objectives of the Company to the extent we understand them. Specifically, our proposal attempts to: - maximize value to the Company's public shareholders by providing a cash purchase price which we believe exceeds the likely trading price of the Company's stock for the foreseeable future. - allow the Company's management shareholders the ability to participate in the future growth prospects of the Company. - improve the A.M. Best rating of the Company's principal insurance company and thereby better serve such company's policyholders. - offer a capital structure which improves the Company's balance sheet and allows opportunities for expansion of its business through existing channels and through the Internet. 2 Our $7.50 per share price represents a 50% premium to yesterday's closing price of $5.00. Our belief is that this cash price at closing to the Company's public shareholders significantly exceeds the valuation that such shareholders are likely to receive from the public markets for at least the next 12-24 months. We believe that the Company's common stock will trade relatively poorly during this time period for the following reasons: - recent large operating losses - recent ratings downgrades of the Company's insurance companies - increased competition faced by the Company both through traditional channels and through the Internet - the relative illiquidity and lack of float for the Company's common stock - a general market distaste for insurance company and small capitalization stocks. Financing While we intend to obtain equity financing from a nationally-recognized venture capital firm in an amount expected to exceed $20 million, our offer is not contingent on obtaining such financing. Michael B. Klein is prepared to contribute any necessary funds to Bonds.com to accomplish the acquisition. Our long-term goal is to build the enterprise value of the Company by structuring a capitalization that bolsters the Company's principal insurance company rating and offers the Company the ability to expand its core business through traditional channels and the Internet. Bonds.com The Purchaser was founded by Michael B. Klein for the purpose of offering bonds, surety and other similar insurance products over the Internet and through traditional channels. Mr. Klein has successfully managed and sold various technology businesses including Transoft Networks, Inc. and eGroups, Inc. Mr. Klein also controls Pacificor, Inc. ("Pacificor") which owns approximately 5.8% of the Company's outstanding common stock. Management Shareholders We believe the continued involvement of management and management shareholders will be critical to ensuring the continued success of the Purchaser and the Company. We would expect management shareholders comprising at least 50% of the Company's common stock to exchange their existing shares of Company common stock for common stock of the Purchaser. The number of shares received by the management 3 shareholders would be based on the same $7.50 per share price received by the public shareholders and the valuation of the Purchaser at the time of the investment. Conditions Our proposal is subject to: (a) reaching an agreement with the current management shareholders of the Company with respect to their investment and equity position in the Purchaser; (b) completion of legal and accounting due diligence; (c) negotiation of a satisfactory purchase and sale agreement with standard representations and warranties, and (d) all necessary state and federal regulatory clearances. Confidentiality/Non-Disclosure We believe that it is in the best interest of all parties involved that this revised proposal remain confidential at the current time. As such, please consider our proposal withdrawn upon the public disclosure of the existence or relevant terms of this letter before any public disclosure by the Purchaser or its affiliates. Pacificor and Mr. Klein have previously filed a statement on Schedule 13D with respect to the Company. Mr. Klein may be deemed to control both Pacificor and the Purchaser. Mr. Klein and Pacificor are required to promptly file amendments to their Section 13D regarding any material change in the information provided therein. This revised offer may require such an amendment to the existing Schedule 13D. Due Diligence/Timing As discussed above, we are still completing our due diligence on the Company. We expect that our legal and accounting due diligence will take approximately 4 weeks to complete. Over this time, we would propose simultaneously negotiating a definitive purchase agreement with the Company. Our goal would be to sign a definitive agreement by early November. We look forward to working with you on this transaction and becoming partners with the Company and taking it to the next level of success. If you have any questions regarding this proposal, please call the undersigned directly at 775-720-2488. Very truly yours, Bonds.com, Inc. By: /s/ MICHAEL B. KLEIN ------------------------------ Michael B. Klein Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----