SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)1
AMERICAN MEDICAL SECURITY GROUP, INC.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
02744P101
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(CUSIP Number)
Scott B. Bernstein, Esq.
Caxton Associates, L.L.C.
731 Alexander Road, Bldg. 2
Princeton, New Jersey 08540
(609) 419-1800
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 23, 2001
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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 Rule 13d-1 (e), 13d-1 (f), or 13d-1 (g), check the
following box o.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
_________________
1 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 cover 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).
SCHEDULE 13D
CUSIP NO. 02744P101
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Caxton International Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
808,400
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING -------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
808,400
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
808,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 02744P101
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Bruce S. Kovner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
808,400
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING -------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
808,400
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
808,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment 3 to Schedule 13D relates to the Common Stock, no par
Value (the "Common Stock"), of American Medical Security Group, Inc., a
Wisconsin corporation (the "Company"), 3100 AMS Blvd., Green Bay, WI 54313.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by replacing the
paragraph therein with the following paragraph:
A net aggregate of $1,849,246.28 (excluding commissions, if
any) was received in a series of transactions pursuant to
which Caxton International acquired and sold the shares of
common Stock since December 28, 2000. The purchase price
for any such acquired shares was paid out of Caxton
International's working capital.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by replacing the
paragraph therein with the following paragraph:
The persons filing this Report have supported recent actions taken by the
Company to restore its profitability, however, (a) continue to believe that
the Common Stock is under-valued, (b) are concerned that steps taken by the
Company to date have been insufficient, as it is believed they may take too
long to positively impact share value, (c) believe anti-takeover provisions
recently adopted by the Company are detrimental to shareholders, and
(d) believe that management must take further immediate steps to enhance
shareholder value in order to prevent a deterioration of the underlying value
of the Company through its current strategy of supporting under-performing
business operations.
The persons filing this Report have discussed their concerns with management,
other shareholders and potential financial and strategic investors in the
Company. The persons filing this Report are also examining all of their
options with respect to the possibility of taking actions, which they believe
will enhance shareholder value. Such actions could include proposing that
management pursue an extraordinary corporate transaction, such as a merger,
reorganization or liquidation or encouraging, participating or leading a
proxy contest to change the Company's Chairman and/or Board of Directors.
Any such actions could relate to or result in one or more of the matters
referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Each of the persons filing this Report also reserves the right to purchase or
otherwise acquire additional Common Stock or to sell or otherwise dispose of
Common Stock owned by it, in each case in open market or privately negotiated
transactions or otherwise.
Item 5. Interest in Securities of the Issuer.
The first paragraph of subparagraph (a) of Item 5 of the Schedule
D is hereby amended by replacing said paragraph with the following
paragraph:
(a) Caxton International beneficially owns 808,400 shares of
Common Stock, representing approximately 5.8% of the total shares
of Common Stock issued and outstanding. The decrease in beneficial
ownership from the date of Amendment No. 2 to Schedule 13D filed
August 23, 2001 is a result of Caxton International's net sale
of Common Stock as set forth in Schedule A.
Subparagraph (c) of Item 5 of the Schedule 13D is hereby amended
by adding the following sentence:
(c) Caxton International Limited acquired additional shares and/or sold
shares of Common Stock in a series of open market
transactions effected primarily with independent brokers and, to
a lesser extent, directly with market makers utilizing the NASDAQ
System, between December 28, 2000 and August 23, 2001. See
Schedule A for disclosure of (1) the date, (2) the price and
(3) the amount of shares purchased and/or sold by Caxton
International during the past 60 days.
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
August 29, 2001
CAXTON INTERNATIONAL LIMITED
By:/s/Joseph Kelly
Name: Joseph Kelly
Title: Vice President & Treasurer
By:/s/Maxwell Quin
Name: Maxwell Quin
Title: Vice President & Secretary
/s/Bruce S. Kovner
Bruce S. Kovner, by Scott B. Bernstein as
Attorney-in-Fact
Schedule A
Caxton International Limited
No of Shares Price Per Share
Trade Date Purchased (Sold) (Excluding Commission)
22-Jun-01 1,000 5.92500
10-Aug-01 (1,800) 5.61000
13-Aug-01 2,000 5.95000
14-Aug-01 (11,300) 6.13270
14-Aug-01 (38,700) 6.15000
16-Aug-01 (20,000) 6.30000
20-Aug-01 (10,000) 6.40000
21-Aug-01 (25,000) 6.40000
23-Aug-01 (182,500) 6.55010
Exhibit Index
Exhibit 1 - Joint Acquisition Statement Pursuant To
Rule 13d-1(k)(1).
Exhibit 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)(l)
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13D shall
be filed on behalf of each of the undersigned without the necessity of
filing additional joint acquisition statements. The undersigned acknowledge
that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him
or it contained therein, but shall not be responsible for the completeness
and accuracy of the information concerning the other, except to the extent
that he or it knows or has reason to believe that such information is
inaccurate.
Dated: August 29, 2001 CAXTON INTERNATIONAL LIMITED
By:/s/Joseph Kelly
Name: Joseph Kelly
Title: Vice President & Treasurer
By:/s/Maxwell Quin
Name: Maxwell Quin
Title: Vice President & Secretary
/s/Bruce S. Kovner
Bruce S. Kovner, by Scott B. Bernstein
as Attorney-in-Fact