UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
AMN HEALTHCARE SERVICES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
001744101
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(CUSIP Number)
DECEMBER 31, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
* 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).
CUSIP NO. 001744101 Schedule 13G Page 2 of 8
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1. Name of Reporting Person Steven C. Francis
S.S. or I.R.S. Identifica-
tion No. of Above Person
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3. S.E.C. Use Only
- --------------------------------------------------------------------------------
4. Citizenship or Place of Organization
United States
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Number of Shares (5) Sole Voting Power 1,938,321
Beneficially (6) Shared Voting Power 216,822
Owned by Each (7) Sole Dispositive Power 1,938,321
Reporting Person (8) Shared Dispositive Power 216,822
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,155,143
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[_]
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9) 5.3%
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12. Type of Reporting Person IN
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CUSIP NO. 001744101 Schedule 13G Page 3 of 8
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1. Name of Reporting Person The Francis Family Trust, dated
S.S. or I.R.S. Identifica- May 24, 1996, as amended
tion No. of Above Person
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3. S.E.C. Use Only
- --------------------------------------------------------------------------------
4. Citizenship or Place of Organization
California
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power 214,422
Beneficially (6) Shared Voting Power 0
Owned by Each (7) Sole Dispositive Power 214,422
Reporting Person (8) Shared Dispositive Power 0
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
214,422
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[_]
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9) 0.6%
- --------------------------------------------------------------------------------
12. Type of Reporting Person OO
- --------------------------------------------------------------------------------
CUSIP NO. 001744101 Schedule 13G Page 4 of 8
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Item 1. (a) NAME OF ISSUER
AMN Healthcare Services, Inc. (the "Company").
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
12235 El Camino Real, Suite 200
San Diego, California 92130
Item 2. (a) NAMES OF PERSONS FILING
(i) Steven C. Francis ("Francis"); and
(ii) The Francis Family Trust, dated May 24, 1996, as
amended (the "Trust" and, together with Francis,
the "Reporting Persons").
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE
(i) The address of the principal business offices of
Francis is 12235 El Camino Real, Suite 200, San
Diego, California 92130; and
(ii) the address of the Trust is P.O. Box 675770,
Rancho Santa Fe, California 92067.
(c) CITIZENSHIP
(i) Francis is a citizen of the United States; and
(ii) the Trust is a revocable trust established under
the laws of California.
(d) TITLE OF CLASS OF SECURITIES
Common Stock, par value $.01 per share (the
"Common Stock")
(e) CUSIP NUMBER
001744101
Item 3. This statement is not filed pursuant to either Rule 13d-1(b) or
13d-2(b) or (c).
Item 4. OWNERSHIP.
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(a) AMOUNT BENEFICIALLY OWNED:
(i) Francis may be deemed to beneficially own
2,155,143 shares of Common Stock (which includes
214,422 shares of Common Stock held as a Trustee
of the Trust, 100 shares of Common
CUSIP NO. 001744101 Schedule 13G Page 5 of 8
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Stock held directly by Francis, an aggregate of 2,400
shares of Common Stock held as custodian for Francis'
son and daughter and 1,938,221 shares of Common Stock
subject to options exercisable within 60 days of
December 31, 2002); and
(ii) the Trust may be deemed to beneficially own 214,422
shares of Common Stock.
(b) PERCENTAGE OWNED:
Based on calculations made in accordance with
Rule 13d-3, and there being approximately 38,574,050
shares of Common Stock outstanding (as reported by the
Company in its Annual Report on Form 10-K for the year
ended December 31, 2002):
(i) Francis may be deemed to beneficially own
approximately 5.3% of the outstanding Common
Stock; and
(ii) the Trust may be deemed to beneficially own
approximately 0.6% of the outstanding Common
Stock.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS POWER TO
VOTE OR DISPOSE:
(i) Francis may be deemed to have sole power to direct the
vote and disposition of 1,938,321 shares of Common
Stock (which includes 100 shares of Common Stock held
directly by Francis and 1,938,221 shares of Common
Stock subject to options exercisable within 60 days of
December 31, 2002); Francis together with his wife,
Gayle A. Francis, as trustees of the Trust, may be
deemed to have shared power to direct the vote and
disposition of the 214,422 shares of Common Stock owned
directly by the Trust; and Francis, together with his
wife, Gayle A. Francis, may be deemed to have shared
power to direct the vote and disposition of an
aggregate of 2,400 shares of Common Stock held as
custodian for his son and daughter; and
(ii) the Trust may be deemed to have sole power to
direct the vote and disposition of the 214,422
shares of Common Stock owned directly by it.
Each Reporting Person disclaims beneficial ownership of the Common
Stock beneficially owned by the other Reporting Person, other than the shares of
Common Stock reported in this Schedule 13G as being beneficially owned by such
Reporting Person.
CUSIP NO. 001744101 Schedule 13G Page 6 of 8
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Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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Other than with respect to an aggregate of 2,400 shares of Common Stock
held as custodian by Francis for his son and daughter and as to which
Francis' son and daughter have the right to receive dividends from, or
proceeds from the sale of, the shares of Common Stock, no person other
than the persons listed 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, any securities owned by any Reporting Person.
Item 7. IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY WHICH ACQUIRED THE
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SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
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Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
Item 10. CERTIFICATION
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Not applicable.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
CUSIP NO. 001744101 Schedule 13G Page 7 of 8
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated as of March 31, 2003
/s/ Steven C. Francis
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STEVEN C. FRANCIS
THE FRANCIS FAMILY TRUST,
DATED MAY 24, 1996, AS AMENDED
/s/ Steven C. Francis
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By: Steven C. Francis, as Trustee
of the Francis Family Trust,
dated May 24, 1996,
as amended
/s/ Gayle A. Francis
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By: Gayle A. Francis, as Trustee
of the Francis Family Trust,
dated May 24, 1996,
as amended
CUSIP NO. 001744101 Schedule 13G Page 8 of 8
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EXHIBIT INDEX
Exhibit 1. Joint Filing Agreement as required by Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended.
EXHIBIT 1
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JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing 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, her or it contained herein, but shall not be
responsible for the completeness and accuracy of the information concerning the
other entities or persons, except to the extent that he, she or it knows or has
reason to believe that such information is inaccurate.
Dated as of March 31, 2003
/s/ Steven C. Francis
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STEVEN C. FRANCIS
THE FRANCIS FAMILY TRUST,
DATED MAY 24, 1996, AS AMENDED
/s/ Steven C. Francis
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By: Steven C. Francis, as Trustee
of the Francis Family Trust,
dated May 24, 1996,
as amended
/s/ Gayle A. Francis
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By: Gayle A. Francis, as Trustee
of the Francis Family Trust,
dated May 24, 1996,
as amended