SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment ___)*
AmTrust Financial Services, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
032359309
(CUSIP Number)
Andrew Langham
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 7, 2018
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-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 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 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. 032359309
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,683,746 (includes Shares underlying forward contracts. See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,683,746 (includes Shares underlying forward contracts. See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,683,746 (includes Shares underlying forward contracts. See Item 5)
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.88%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,683,746 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,683,746 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,683,746 (includes Shares underlying forward contracts. See Item 5)
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.88%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,683,746 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,683,746 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,683,746 (includes Shares underlying forward contracts. See Item 5)
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.88%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
5,996,564 (includes Shares underlying forward contracts. See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,996,564 (includes Shares underlying forward contracts. See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,996,564 (includes Shares underlying forward contracts. See Item 5)
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
5,996,564 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,996,564 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,996,564 (includes Shares underlying forward contracts. See Item 5)
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
8,738,422 (includes Shares underlying forward contracts. See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
8,738,422 (includes Shares underlying forward contracts. See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,738,422 (includes Shares underlying forward contracts. See Item 5)
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.45%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
8,738,422 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,738,422 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,738,422 (includes Shares underlying forward contracts. See Item 5)
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.45%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
14,734,986 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,734,986 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,734,986 (includes Shares underlying forward contracts. See Item 5)
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.50%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
14,734,986 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,734,986 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,734,986 (includes Shares underlying forward contracts. See Item 5)
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.50%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
14,734,986 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,734,986 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,734,986 (includes Shares underlying forward contracts. See Item 5)
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.50%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
14,734,986 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,734,986 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,734,986 (includes Shares underlying forward contracts. See Item 5)
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.50%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
14,734,986 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,734,986 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,734,986 (includes Shares underlying forward contracts. See Item 5)
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.50%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
18,418,732 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,418,732 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,418,732 (includes Shares underlying forward contracts. See Item 5)
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.38%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the shares of Common Stock, par value $0.01 per share ("Shares"), issued by AmTrust Financial Services, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 59 Maiden Lane, 43rd Floor, New York, New York 10038.
Item 2. Identity and Background
The persons filing this statement are High River Limited Partnership ("High River"), Hopper Investments LLC ("Hopper"), Barberry Corp. ("Barberry"), Icahn Partners Master Fund LP ("Icahn Master"), Icahn Offshore LP ("Icahn Offshore"), Icahn Partners LP ("Icahn Partners"), Icahn Onshore LP ("Icahn Onshore"), Icahn Capital LP ("Icahn Capital"), IPH GP LLC ("IPH"), Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"), Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), Beckton Corp. ("Beckton"), and Carl C. Icahn, a citizen of the United States of America (collectively, the "Reporting Persons").
The principal business address of each of (i) High River, Hopper, Barberry, Icahn Offshore, Icahn Partners, Icahn Master, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, and (ii) Mr. Icahn is c/o Icahn Associates Holding LLC, 767 Fifth Avenue, 47th Floor, New York, NY 10153.
Barberry is the sole member of Hopper, which is the general partner of High River. Icahn Offshore is the general partner of Icahn Master. Icahn Onshore is the general partner of Icahn Partners. Icahn Capital is the general partner of each of Icahn Offshore and Icahn Onshore. Icahn Enterprises Holdings is the sole member of IPH, which is the general partner of Icahn Capital. Beckton is the sole stockholder of Icahn Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the Reporting Persons. In addition, Mr. Icahn is the indirect holder of approximately 91.3% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings.
Each of High River and Barberry is primarily engaged in the business of investing in securities. Hopper is primarily engaged in the business of serving as the general partner of High River. Each of Icahn Master and Icahn Partners is primarily engaged in the business of investing in securities. Icahn Offshore is primarily engaged in the business of serving as the general partner of Icahn Master. Icahn Onshore is primarily engaged in the business of serving as the general partner of Icahn Partners. Icahn Capital is primarily engaged in the business of serving as the general partner of each of Icahn Offshore and Icahn Onshore. IPH is primarily engaged in the business of serving as the general partner of Icahn Capital. Icahn Enterprises Holdings is primarily engaged in the business of holding direct or indirect interests in various operating businesses. Icahn Enterprises GP is primarily engaged in the business of serving as the general partner of each of Icahn Enterprises and Icahn Enterprises Holdings. Beckton is primarily engaged in the business of holding the capital stock of Icahn Enterprises GP.
Carl C. Icahn's present principal occupation or employment is serving as (i) Chief Executive Officer of Icahn Capital LP, a wholly owned subsidiary of Icahn Enterprises, through which Mr. Icahn manages various private investment funds, including Icahn Partners and Icahn Master, (ii) Chairman of the Board of Icahn Enterprises GP, the general partner of Icahn Enterprises, a Nasdaq listed diversified holding company engaged in a variety of businesses, including investment management, metals, mining, energy, automotive, real estate, railcar, food packaging, gaming, and home fashion, and (iii) Chairman of the Board and a director of Starfire Holding Corporation ("Starfire"), a holding company engaged in the business of investing in and/or holding securities of various entities, and as Chairman of the Board and a director of various of Starfire's subsidiaries.
The name, citizenship, present principal occupation or employment and business address of each director and executive officer of the Reporting Persons are set forth in Schedule A attached hereto.
None of the Reporting Persons nor any manager or executive officer of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) 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 a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 18,418,732 Shares (including Shares underlying forward contracts). Of such Shares, 6,931,047 Shares were purchased by the Reporting Persons collectively for an aggregate purchase price of approximately $90.3 million. The remaining 11,487,685 Shares may be deemed beneficially owned by the Reporting Persons as a result of their having entered into forward contracts (the "Forwards") with respect to such number of Shares at a forward price of $10.00 per share, for an aggregate forward price of approximately $114.9 million, plus a financing charge. The forward price is subject to adjustment to account for any dividends or other distributions declared by the Issuer. In addition, the Reporting Persons paid the counterparty to the Forwards an aggregate amount of approximately $36.7 million upon entering into such Forwards.
The source of funding for the Shares held by the Reporting Persons (including Shares underlying forward contracts) was the general working capital of the respective purchasers. The Shares held by the Reporting Persons are held in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of such Shares was obtained through margin borrowing.
Item 4. Purpose of Transaction
The Reporting Persons acquired their positions in the Shares in the belief that the Shares were undervalued.
The Reporting Persons strongly oppose the proposed going-private transaction (the "Proposed Transaction") pursuant to which the Zyskind/Karfunkel families would acquire the publicly held shares of the Issuer for $13.50 per share. On May 17, 2018, the Reporting Persons delivered an open letter to the Board of Directors of the Issuer (the "May 17 Letter"). A copy of the May 17 Letter is attached hereto as Exhibit 2 and is incorporated by reference herein.
On May 17, 2018, the Reporting Persons intend to file a preliminary proxy statement in connection with the Issuer's Special Meeting of Stockholders scheduled to be held on June 4, 2018. The Reporting Persons intend to solicit proxies against the Proposed Transaction.
On May 17, 2018, representatives of the Reporting Persons contacted representatives of the Issuer to discuss their concerns relating to the Proposed Transaction, including the Issuer's failure to disclose the record date in a timely manner. Representatives of the Reporting Persons have requested that the Board of Directors of the Issuer reschedule the record date and special meeting date to avoid disadvantaging shareholders who acquired their shares after April 5, 2018 and before the public announcement of the record and meeting dates.
The Reporting Persons intend to continue to have discussions with the Issuer's management, board of directors, other shareholders of the Issuer, and other relevant parties as they continue to evaluate the situation.
The Reporting Persons are considering all their options and, while they have no present plan to do so, they reserve the right and are considering whether to propose other transactions which relate to or would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons may, from time to time and at any time: (i) acquire additional Shares and/or other equity, debt, notes, instruments or other securities of the Issuer and/or its affiliates (collectively, "Securities") in the open market or otherwise; (ii) dispose of any or all of their Securities in the open market or otherwise; or (iii) engage in any hedging or similar transactions with respect to the Securities.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 18,418,732 Shares (including Shares underlying forward contracts), representing approximately 9.38% of the Issuer's outstanding Shares (based upon the 196,355,520 Shares stated to be outstanding as of May 2, 2018 by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2018).
(b) High River has sole voting power and sole dispositive power with regard to 3,683,746 Shares (including Shares underlying forward contracts). Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 5,996,564 Shares (including Shares underlying forward contracts). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 8,738,422 Shares (including Shares underlying forward contracts). Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the "Act") the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
|
Name of Reporting Person
|
Date of Transaction
|
Amount of Securities
|
Price Per Share
|
|
High River Limited Partnership
|
04/26/2018
|
60,000.00
|
12.80
|
|
High River Limited Partnership
|
04/27/2018
|
92,771.00
|
12.85
|
|
High River Limited Partnership
|
04/30/2018
|
20,000.00
|
12.88
|
|
High River Limited Partnership
|
05/01/2018
|
369,035.00
|
13.05
|
|
High River Limited Partnership
|
05/02/2018
|
236,263.00
|
13.05
|
|
High River Limited Partnership
|
05/02/2018
|
360,000.00
|
13.05
|
|
High River Limited Partnership
|
05/02/2018
|
70,940.00
|
13.05
|
|
High River Limited Partnership
|
05/02/2018
|
60,000.00
|
13.05
|
|
High River Limited Partnership
|
05/02/2018
|
60,000.00
|
13.05
|
|
High River Limited Partnership
|
05/02/2018
|
58,623.00 (1)
|
3.06 (2)
|
|
High River Limited Partnership
|
05/03/2018
|
330,452.00 (1)
|
3.05 (2)
|
|
High River Limited Partnership
|
05/04/2018
|
240,000.00 (1)
|
3.06 (2)
|
|
High River Limited Partnership
|
05/07/2018
|
590,201.00 (1)
|
3.12 (2)
|
|
High River Limited Partnership
|
05/08/2018
|
429,429.00 (1)
|
3.23 (2)
|
|
High River Limited Partnership
|
05/08/2018
|
53,200.00
|
13.21
|
|
High River Limited Partnership
|
05/09/2018
|
4,000.00
|
13.21
|
|
High River Limited Partnership
|
05/09/2018
|
73,560.00 (1)
|
3.22 (2)
|
|
High River Limited Partnership
|
05/10/2018
|
76,939.00 (1)
|
3.30 (2)
|
|
High River Limited Partnership
|
05/11/2018
|
42,304.00 (1)
|
3.30 (2)
|
|
High River Limited Partnership
|
05/14/2018
|
54,500.00 (1)
|
3.29 (2)
|
|
High River Limited Partnership
|
05/15/2018
|
71,297.00 (1)
|
3.29 (2)
|
|
High River Limited Partnership
|
05/16/2018
|
30,232.00 (1)
|
3.31 (2)
|
|
High River Limited Partnership
|
05/17/2018
|
300,000.00 (1)
|
3.48 (2)
|
| |
|
|
|
|
Icahn Partners LP
|
04/26/2018
|
142,345.00
|
12.80
|
|
Icahn Partners LP
|
04/27/2018
|
220,093.00
|
12.85
|
|
Icahn Partners LP
|
04/30/2018
|
47,449.00
|
12.88
|
|
Icahn Partners LP
|
05/01/2018
|
875,502.00
|
13.05
|
|
Icahn Partners LP
|
05/02/2018
|
560,290.00
|
13.05
|
|
Icahn Partners LP
|
05/02/2018
|
853,966.00
|
13.05
|
|
Icahn Partners LP
|
05/02/2018
|
168,279.00
|
13.05
|
|
Icahn Partners LP
|
05/02/2018
|
142,328.00
|
13.05
|
|
Icahn Partners LP
|
05/02/2018
|
142,327.00
|
13.05
|
|
Icahn Partners LP
|
05/02/2018
|
139,062.00 (1)
|
3.06 (2)
|
|
Icahn Partners LP
|
05/03/2018
|
783,874.00 (1)
|
3.05 (2)
|
|
Icahn Partners LP
|
05/04/2018
|
569,368.00 (1)
|
3.06 (2)
|
|
Icahn Partners LP
|
05/07/2018
|
1,400,050.00 (1)
|
3.12 (2)
|
|
Icahn Partners LP
|
05/08/2018
|
126,198.00
|
13.21
|
|
Icahn Partners LP
|
05/08/2018
|
1,018,672.00 (1)
|
3.23 (2)
|
|
Icahn Partners LP
|
05/09/2018
|
9,489.00
|
13.21
|
|
Icahn Partners LP
|
05/09/2018
|
174,494.00 (1)
|
3.22 (2)
|
|
Icahn Partners LP
|
05/10/2018
|
182,513.00 (1)
|
3.30 (2)
|
|
Icahn Partners LP
|
05/11/2018
|
100,352.00 (1)
|
3.30 (2)
|
|
Icahn Partners LP
|
05/14/2018
|
129,281.00 (1)
|
3.29 (2)
|
|
Icahn Partners LP
|
05/15/2018
|
169,128.00 (1)
|
3.29 (2)
|
|
Icahn Partners LP
|
05/16/2018
|
71,715.00 (1)
|
3.31 (2)
|
|
Icahn Partners LP
|
05/17/2018
|
711,647.00 (1)
|
3.48 (2)
|
| |
|
|
|
|
Icahn Partners Master Fund LP
|
04/26/2018
|
97,655.00
|
12.80
|
|
Icahn Partners Master Fund LP
|
04/27/2018
|
150,993.00
|
12.85
|
|
Icahn Partners Master Fund LP
|
04/30/2018
|
32,551.00
|
12.88
|
|
Icahn Partners Master Fund LP
|
05/01/2018
|
600,636.00
|
13.05
|
|
Icahn Partners Master Fund LP
|
05/02/2018
|
384,763.00
|
13.05
|
|
Icahn Partners Master Fund LP
|
05/02/2018
|
586,034.00
|
13.05
|
|
Icahn Partners Master Fund LP
|
05/02/2018
|
115,482.00
|
13.05
|
|
Icahn Partners Master Fund LP
|
05/02/2018
|
97,672.00
|
13.05
|
|
Icahn Partners Master Fund LP
|
05/02/2018
|
97,673.00
|
13.05
|
|
Icahn Partners Master Fund LP
|
05/02/2018
|
95,431.00 (1)
|
3.06 (2)
|
|
Icahn Partners Master Fund LP
|
05/03/2018
|
537,934.00 (1)
|
3.05 (2)
|
|
Icahn Partners Master Fund LP
|
05/04/2018
|
390,632.00 (1)
|
3.06 (2)
|
|
Icahn Partners Master Fund LP
|
05/07/2018
|
960,755.00 (1)
|
3.12 (2)
|
|
Icahn Partners Master Fund LP
|
05/08/2018
|
86,602.00
|
13.21
|
|
Icahn Partners Master Fund LP
|
05/08/2018
|
699,043.00 (1)
|
3.23 (2)
|
|
Icahn Partners Master Fund LP
|
05/09/2018
|
6,511.00
|
13.21
|
|
Icahn Partners Master Fund LP
|
05/09/2018
|
119,745.00 (1)
|
3.22 (2)
|
|
Icahn Partners Master Fund LP
|
05/10/2018
|
125,245.00 (1)
|
3.30 (2)
|
|
Icahn Partners Master Fund LP
|
05/11/2018
|
68,863.00 (1)
|
3.30 (2)
|
|
Icahn Partners Master Fund LP
|
05/14/2018
|
88,718.00 (1)
|
3.29 (2)
|
|
Icahn Partners Master Fund LP
|
05/15/2018
|
116,060.00 (1)
|
3.29 (2)
|
|
Icahn Partners Master Fund LP
|
05/16/2018
|
49,213.00 (1)
|
3.31 (2)
|
|
Icahn Partners Master Fund LP
|
05/17/2018
|
488,353.00 (1)
|
3.48 (2)
|
|
(1)
|
Represents Shares to be acquired pursuant to a forward contract. These forward contracts expire on May 1, 2020.
|
|
(2)
|
Represents the amount per Share the Reporting Person paid the counterparty to the forward contract upon entering into such forward contract. The forward price is $10.00 per Share. The forward price is subject to adjustment to account for any dividends or other distributions declared by the Issuer. In addition, the Reporting Persons paid a financing charge to the counterparty to such forward contract.
|
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
Forward Contracts
On the relevant dates listed above in Item 5(c), certain of the Reporting Persons entered into forward contracts (the "Forwards") providing for the purchase by such Reporting Persons of an aggregate of 11,487,685 Shares at a forward price of $10.00 per share, for an aggregate forward price of approximately $114.9 million, plus a financing charge. The forward price is subject to adjustment to account for any dividends or other distributions declared by the Issuer. The Reporting Persons also paid the counterparty to the Forwards an aggregate amount of approximately $36.7 million upon entering into such Forwards.
The Forwards provide for physical settlement, with the Reporting Person retaining the right to elect cash settlement. The Forwards do not give any Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate. The Forwards expire on May 1, 2020.
Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, 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, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
|
1
|
Joint Filing Agreement of the Reporting Persons.
|
|
2
|
Open Letter to the Issuer's Board of Directors, dated May 17, 2018.
|
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 17, 2018
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Schedule 13D – AmTrust Financial Services, Inc.]