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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.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
032345100
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(CUSIP Number)
MICHAEL B. KLEIN
1475 TERMINAL WAY, SUITE E
RENO, NEVADA 89502
(775) 720-2488
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 6, 2000
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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 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).
<PAGE> 2
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CUSIP No. 032345100
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MICHAEL B. KLEIN, PACIFICOR, INC.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
NOT APPLICABLE
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF, OO
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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
DELAWARE
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(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
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% (1)
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(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.
<PAGE> 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.
<PAGE> 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.
<PAGE> 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
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Michael B. Klein
Pacificor, Inc.
Dated: October 10, 2000 By: /s/ Michael B. Klein
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Michael B. Klein
Chief Executive Officer
