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. __)(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 Corporation,
315 Enterprise Drive Plainsboro
New Jersey 08536
(609) 936-2580
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 9, 1999
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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 |_|.
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 11 Pages)
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(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 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. 02744P101 SCHEDULE 13D Page 2 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (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 ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 877,400
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
877,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,400
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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)
5.4%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 02744P101 SCHEDULE 13D Page 3 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (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 ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 877,400
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
877,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1: Security and Issuer.
This Statement 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 2: Identity and Background.
(a) This Statement is filed by Caxton International Limited, a British
Virgin Islands corporation ("Caxton International"), and Mr. Bruce S. Kovner.
The persons listed on Schedule 2 annexed hereto are the directors and executive
officers (the "Listed Persons") of Caxton International.
(b) The address of the principal place of business of Caxton International
is c/o its manager, Leeds Management Services Limited, 129 Front Street,
Hamilton HM 12, Bermuda. The business address of Mr. Kovner is 667 Madison
Avenue, New York, NY 10021. Schedule 2 sets forth the respective business
addresses of the Listed Persons.
(c) The principal business of Caxton International is engaging in the
trading and investing in international currency, financial and commodity
interests and securities, as well as other investments. The principal occupation
of Mr. Kovner is Chairman of Caxton Corporation, the address of which is 667
Madison Avenue, New York, NY 10021. Caxton Corporation is the Manager and
majority owner of Caxton Associates, L.L.C. Caxton Associates, L.L.C. is the
trading advisor to Caxton International. Schedule 2 sets forth the respective
principal occupations of the Listed Persons.
(d) None of the persons filing this statement and none of the Listed
Persons (to the knowledge of the undersigneds) has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the persons filing this statement and none of the Listed
Persons (to the knowledge of the undersigneds) has, during the last five years,
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. Kovner is a United States citizen. Schedule 2 sets forth the
citizenship of each of the Listed Persons.
<PAGE>
Item 3: Source and Amount of Funds or Other Consideration.
An aggregate of $4,782,166.69 (excluding commissions, if any) was paid in
a series of transactions pursuant to which Caxton International acquired the
Common Stock owned by it. All of the foregoing amounts were paid out of Caxton
International's working capital.
Item 4: Purpose of Transaction.
The persons filing this Report have supported recent actions taken by the
Company to restore its profitability, but (a) continue to believe that the
Common Stock is significantly 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, and (c) 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, encouraging, participating or leading a proxy
contest to change the Company's Chairman and/or Board of Directors and/or
encouraging, participating in or making a tender offer to acquire control of the
Company. 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.
(a) Caxton International beneficially owns 877,400 shares of Common Stock,
representing approximately 5.4% of the total shares of Common Stock issued and
outstanding.
Mr. Kovner is the Chairman and sole shareholder of Caxton Corporation,
and, as such, has voting and dispositive power with respect to
<PAGE>
investments made by Caxton International. As a result of the foregoing, Mr.
Kovner may be deemed to beneficially own the Shares owned by Caxton
International.
(b) Mr. Kovner (through his relationship with Caxton International) and
Caxton International share the power to vote (or direct the vote) and the power
to dispose (or direct the disposition of) all of the Common Stock owned by
Caxton International.
(c) Caxton International acquired the Common Stock owned by it 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 August 4, 1999 and December 9, 1999. See Schedule 1 for disclosure of
(1) the date, (2) the price and (3) the amount of shares purchased or sold by
Caxton International during the past 60 days.
(d) No person other than the persons filing this Report is known to have
the right to receive or the power to direct the receipt of dividends from or the
proceeds from the sale of the Common Stock owned by them.
(e) Not applicable.
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons filing
this Report or the Listed Persons or between such persons and any other person
with respect to any securities of the Company, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
Item 7: Material to be Filed as Exhibits.
There is filed herewith as Exhibit A a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(f)(1) under the
Exchange Act.
<PAGE>
After reasonable inquiry and to the best of the undersigneds' knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
December 16, 1999 CAXTON INTERNATIONAL LIMITED
By: /s/ Nitin Aggarwal
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Name: Nitin Aggarwal
Title: President
By: /s/ Maxwell Quin
------------------------------------
Name: Maxwell Quin
Title: Secretary
/s/ Bruce S. Kovner
-----------------------------------------
Bruce S. Kovner, by Scott B. Bernstein as
Attorney-in-Fact
<PAGE>
Schedule 1
Caxton International Limited
No of Shares Price per Share
Trade Date Purchased (Excluding Commission)
10/5/99 20000 5.5
10/8/99 3000 5.5
10/11/99 23000 6.25
10/12/99 1300 5.875
10/13/99 5600 5.5
10/22/99 25000 5.125
10/15/99 19000 5.5
10/27/99 8000 4.1875
10/27/99 300000 4
10/28/99 150000 4
11/11/99 26300 5.5625
11/12/99 12700 5.7426
11/23/99 2100 5.5
11/24/99 10200 5.8309
11/26/99 1500 5.875
11/29/99 21000 5.9726
11/30/99 4300 5.7093
12/2/99 1000 5.575
12/2/99 1000 5.625
12/7/99 5700 5.4046
12/8/99 1000 5.625
12/9/99 60300 5.75
12/9/99 9000 5.75
<PAGE>
Schedule 2
CAXTON INTERNATIONAL LIMITED
<TABLE>
<CAPTION>
<S> <C>
Board of Directors Executive Officers
Sir Edwin Leather Sir Edwin Leather, Chairman
c/o Leeds Management Services Limited c/o Leeds Management Services Limited
129 Front Street 129 Front Street
Hamilton HM12 Bermuda Hamilton HM12 Bermuda
Principal Occupation: Companies Director Principal Occupation: Companies Director
Citizenship: Canadian Citizenship: Canadian
Peter P. D'Angelo Nitin Aggarwal, President & Treasurer
c/o Caxton Corporation c/o Leeds Management Services Limited
667 Madison Avenue 129 Front Street
New York, NY 10021 Hamilton HM12 Bermuda
Principal Occupation: President, Caxton Principal Occupation: President, Leeds
Corporation Management Services Limited
Citizenship: USA Citizenship: British
Maxwell Quin Maxwell Quin, Secretary
c/o Leeds Management Services Limited c/o Leeds Management Services Limited
129 Front Street 129 Front Street
Hamilton HM12 Bermuda Hamilton HM12 Bermuda
Principal Occupation: Attorney-At-Law Principal Occupation: Attorney-At-Law
Citizenship: British Citizenship: British
William Anderson
c/o Leeds Management Services Limited
129 Front Street
Hamilton HM12 Bermuda
Principal Occupation: Managing Director,
Trident Corporation
Citizenship: Canadian
Jozef Hendriks
c/o Leeds Management Services Limited
129 Front Street
Hamilton HM12 Bermuda
Principal Occupation: Managing Director,
Global Asset Management, Ltd., Bermuda
Citizenship: Dutch
Bruce Kovner
c/o Caxton Corporation
667 Madison Avenue
New York, NY 10021
Principal Occupation: Chairman, Caxton
Corporation
Citizenship: USA
</TABLE>
<PAGE>
Exhibit Index
Exhibit A - Joint Acquisition Statement Pursuant To Rule 13d-1(k)(1).
<PAGE>
Exhibit A
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)(1)
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 others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: December 16, 1999 CAXTON INTERNATIONAL LIMITED
By: /s/ Nitin Aggarwal
-------------------------------------
Name: Nitin Aggarwal
Title: President
By: /s/ Maxwell Quin
-------------------------------------
Name: Maxwell Quin
Title: Secretary
/s/ Bruce S. Kovner
-----------------------------------------
Bruce S. Kovner, by Scott B. Bernstein as
Attorney-in-Fact
