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)
Mr. Phillip E. Huff, Vice President and Treasurer
5230 Las Virgenes Road, Calabasas, CA 91302
- ------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to
receive notices and communications)
March 31, 1998
- ------------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
.
Check the following box if a fee is being paid with the statement . (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 4 Pages
- --------------------
* 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 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).
<PAGE>
- -------------------------------- ------------------------------------
CUSIP No. 032345100 13D Pa ge 2 of 4 Pages
- -------------------------------- ------------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Main Family Trust
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
-----
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)
-----
-----
(b) X
-----
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS *
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
United States of America
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
-------------------------------------------------------
-------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 539,250 shares
BENEFICIALLY
-------------------------------------------------------
-------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING None
PERSON WITH
-------------------------------------------------------
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
539,250 shares
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
539,250 shares
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES *
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
OO
- -------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer
This Schedule 13D relates to the shares of Common Stock, $.01 par
value (the "Shares"), 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 Schedule 13D is being filed by the Main Family Trust ("MFT")
having its business address at 5230 Las Virgenes Road, Calabasas, California
91302. Guy A. Main ("Main") and his wife are Co-Trustees of the MFT. Main is
employed as an Executive Vice President of Amwest.
Item 3. Source and Amount of Funds or Other Consideration
Since the last filing on Schedule 13D dated February 10, 1997
which reported beneficial ownership of 493,566 Shares, MFT has acquired an
additional 926 Shares on March 19, 1997, an additional 800 Shares on August 12,
1997 and an additional 11 Shares on August 21, 1997 in open market purchase
transactions with personal funds. On June 25, 1997, Main acquired an additional
1,650 Shares and on October 17, 1997 and an additional 2,275 Shares pursuant to
the exercise of stock options. These 5,651 additional shares were acquired by
Main and have been transferred to the MFT of which Main and his wife serve as
Co-Trustees thus sharing voting and dispositive power.
Additionally, on March 31, 1998, Amwest granted a 10% stock dividend to
stockholders of record as of that date of which MFT received an additional
49,022 Shares. Also, 9,000 Shares were inadvertently reported as being
beneficially owned by MFT on the Schedule 13D dated February 10, 1997. These
9,000 Shares represented Shares owned by Main directly and have been accurately
reflected on Main's Schedule 13D filings.
Item 4. Purpose of Transaction
None of the reasons enumerated in Item 4 of Schedule 13D are applicable
to the acquisition of these shares.
Item 5. Interest in Securities of the Issuer
The MFT beneficially owns an aggregate of 539,250 Shares,
representing 13.8% of the outstanding shares as computed in accordance with SEC
Rule 13d-3(d)(1)(i). Main and his wife serve as Co-Trustees of the MFT. In his
capacity as Co-Trustee, Main has shared power to vote or to direct the vote of,
and shared power to dispose or to direct the disposition of, such Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Main serves as Executive Vice President of Amwest. Main is a
party to a Senior Executive Severance Agreement with Amwest, pursuant to which
Main is entitled to certain compensation in the event his employment with Amwest
is terminated under certain conditions. Main is also a party to an indemnity
agreement with Amwest regarding Main's actions as an officer and director of
Amwest. Pursuant to the terms of his employment, Main from time to time may
receive options to purchase Shares.
Page 3 of 4 Pages
<PAGE>
Item 7. Material to be filed as Exhibits
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 4, 1999
/s/ GUY A. MAIN
------------------------------
Guy A. Main, as Co-Trustee
for the Main Family Trust
Page 4 of 4 Pages
<PAGE>
