SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND
(d)
AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment
No.___)*
AMN Healthcare Services,
Inc.
(Name
of Issuer)
Common Stock, $.01 par
value
(Title
of Class of Securities)
001744101
(CUSIP
Number)
February 4,
2010
(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)
[x]Rule 13d-1(c)
[
]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).
(Continued
on the Following Pages)
(Page
1 of 18 Pages)
1.NAMES OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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MAK
Capital One LLC
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2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
1,829,032
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
1,829,032
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,829,032
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[
]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
5.6%
12.TYPE OF REPORTING PERSON*
OO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAMES OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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Michael
A. Kaufman
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2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
1,829,032
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
1,829,032
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,829,032
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[
]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
5.6%
12.TYPE OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAMES OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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MAK
Capital Fund LP
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2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
Bermuda
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
1,517,100
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
1,517,100
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,517,100
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[
]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.6%
12.TYPE OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAMES OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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MAK-ro
Capital Master Fund LP
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2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
85,600
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
85,600
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
85,600
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[
]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.3%
12.TYPE OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAMES OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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Paloma
International L.P.
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2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
226,332
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
226,332
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
226,332
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[
]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.7%
12.TYPE OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAMES OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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S.
Donald Sussman
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2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
226,332
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
226,332
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
226,332
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[
]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.7%
12.TYPE OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
report reflects the shares of Common Stock (as defined below) beneficially owned
by the Reporting Persons (as defined below) as of February 9, 2010.
ITEM
1(a).Name of Issuer:
AMN Healthcare Services, Inc. (the
"Issuer").
Item
1(b).Address of Issuer's
Principal Executive Offices:
12400
High Bluff Drive, Suite 100
San
Diego, California 92130
Item
2(a).Name of Persons
Filing:
The names of the persons filing this
statement on Schedule 13G are: MAK Capital One LLC, a Delaware limited liability
company (“MAK Capital”), MAK Capital Fund LP, a Bermuda limited partnership
(“MAK Fund”), MAK-ro Capital Master Fund LP (“MAK-ro Fund”), a Cayman Islands
exempted company, Michael A. Kaufman (“Mr. Kaufman”), Paloma International
L.P., a Delaware limited partnership ("Paloma"), and S. Donald Sussman (“Mr.
Sussman,” and collectively, the "Reporting Persons").
Item
2(b).Address of Principal
Business Office or, if None, Residence:
The principal business address for MAK
Fund and MAK-ro Fund is c/o Dundee Leeds Management Services Ltd., 129 Front
Street, Hamilton, HM 12, Bermuda.
The principal business address for each
of MAK Capital and Mr. Kaufman is 590 Madison Avenue, 9th
Floor, New York, New York 10022.
The principal business address for
Paloma is Two American Lane, Greenwich, Connecticut
06836.
The principal business address for Mr.
Sussman is 6100 Red Hook Quarter, 18B, Suites C, 1-6, St. Thomas, United States
Virgin Islands 00802.
Item
2(c).Citizenship:
MAK Capital is a Delaware limited
liability company.
MAK Fund is a Bermuda limited
partnership.
MAK-ro Fund is a Cayman Islands
exempted company.
Paloma is a Delaware limited partnership.
Mr. Sussman and Mr. Kaufman are
citizens of the United States.
Item
2(d).Title of Class of
Securities
Common Stock, $.01 par value (the "Common
Stock").
Item 2(e). CUSIP
Number: 001744101
Item
3.If This Statement is Filed
Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
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(a)
[ ] Broker or dealer registered under Section 15 of the Exchange
Act.
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(b)
[ ] Bank as defined in Section 3(a)(6) of the Exchange
Act.
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(c)
[ ] Insurance company defined in Section 3(a)(19) of the Exchange
Act.
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(d)
[ ] Investment company registered under Section 8 of the Investment
Company Act.
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(e)
[ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
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(f)
[ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
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(g)
[ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
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(h)
[ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
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(i)
[ ] A church plan that is excluded from the definition of an
investment company under
Section 3(c)(14) of the Investment Company
Act;
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(j)
[ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
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If
this statement is filed pursuant to Rule 13d-1(c), check this box
[x]
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Item
4.Ownership.
Provide the following information
regarding the aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
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(a) Amount
beneficially owned:
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The
Reporting Persons collectively beneficially own 1,829,032 shares of Common
Stock.
(b) Percent of
class:
The
Reporting Persons have beneficial ownership of 1,829,032 shares of Common Stock
constituting 5.6% of all of the outstanding shares of Common Stock.
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(c)
Number of shares as to which such person
has:
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(i) Sole
power to vote or to direct the vote
Not
applicable.
(ii) Shared
power to vote or to direct the vote
MAK
Fund, MAK Capital and Mr. Kaufman have shared power to vote or direct the vote
of the 1,517,100 shares of Common Stock owned by MAK Fund.
MAK-ro
Fund, MAK Capital and Mr. Kaufman have shared power to vote or direct the vote
of the 85,600 shares of Common Stock owned by MAK-ro Fund.
Paloma,
Mr. Sussman, MAK Capital and Mr. Kaufman have shared power to vote or direct the
vote of the 226,332 shares of Common Stock owned by Paloma.
(iii) Sole
power to dispose or to direct the disposition of
Not applicable.
(iv) Shared
power to dispose or to direct the disposition of
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MAK
Fund, MAK Capital and Mr. Kaufman have shared power to dispose or direct
the disposition of the 1,517,100 shares of Common Stock owned by MAK
Fund.
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MAK-ro
Fund, MAK Capital and Mr. Kaufman have shared power to dispose or direct the
disposition of the 85,600 shares of Common Stock owned by MAK-ro
Fund.
Paloma,
Mr. Sussman, MAK Capital and Mr. Kaufman have shared power to dispose or direct
the disposition of the 226,332 shares of Common Stock owned by
Paloma.
Item
5.Ownership of Five Percent or
Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the
Reporting Persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
[
].
Item
6.Ownership of More than Five
Percent on Behalf of Another Person.
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Not
applicable.
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Item
7.Identification and
Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
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Paloma
holds its 226,332 shares of Common Stock through its subsidiary, Sunrise
Partners Limited Partnership, a Delaware limited
partnership.
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Item
8.Identification and
Classification of Members of the Group.
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See
Exhibit B attached hereto.
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Item
9.Notice of Dissolution of
Group.
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Not
applicable.
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Item
10.Certification.
By
signing below the undersigned certifies that, to the best of its knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the
information with respect to it set forth in this statement is true, complete,
and correct.
Dated: February
16, 2010
MAK
CAPITAL ONE LLC
By: /s/ Michael A. Kaufman
Michael A. Kaufman,
Managing Member
MAK
CAPITAL FUND LP
By: MAK GP LLC, general
partner
By: /s/ Michael A. Kaufman
Michael A. Kaufman,
Managing Member
/s/ Michael A. Kaufman
Michael A. Kaufman
MAK-ro
CAPITAL MASTER FUND LP
By: /s/ Michael A. Kaufman
Michael A. Kaufman,
President
PALOMA INTERNATIONAL
L.P.
By: Paloma Partners Company L.L.C.,
general partner
By: /s/ Michael J. Berner
Michael J. Berner,
Vice President
S. DONALD SUSSMAN
By: /s/ Michael J. Berner
Michael J. Berner,
Attorney-in-Fact
EXHIBIT
A
JOINT
FILING AGREEMENT
The undersigned hereby
agree that the statement on Schedule 13G with respect to the Common Stock of AMN
Healthcare Services, Inc. dated February 16, 2010 is, and any further amendments
thereto signed by each of the undersigned shall be, filed on behalf of each of
the undersigned pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934, as
amended.
Dated: February
16, 2010
MAK
CAPITAL ONE LLC
By: /s/ Michael A. Kaufman
Michael A. Kaufman,
Managing Member
MAK
CAPITAL FUND LP
By: MAK GP LLC, general
partner
By: /s/ Michael A. Kaufman
Michael A. Kaufman,
Managing Member
/s/ Michael A. Kaufman
Michael A. Kaufman
MAK-ro
CAPITAL MASTER FUND LP
By: /s/ Michael A. Kaufman
Michael A. Kaufman,
President
PALOMA INTERNATIONAL
L.P.
By: Paloma Partners Company L.L.C.,
general partner
By: /s/ Michael J. Berner
Michael J. Berner,
Vice President
S. DONALD SUSSMAN
By: /s/ Michael J. Berner
Michael J. Berner,
Attorney-in-Fact
EXHIBIT
B
IDENTIFICATION
OF MEMBERS OF THE GROUP
MAK
Capital One LLC
MAK
Capital Fund LP
MAK-ro
Capital Master Fund LP
Michael
A. Kaufman
Paloma
International L.P.
S.
Donald Sussman
EXHIBIT
C
POWER
OF ATTORNEY
The
undersigned hereby makes, constitutes and appoints each of Michael J. Berner and
Douglas W. Ambrose as the undersigned’s true and lawful authorized
representative, attorney-in-fact and agent, each with the power individually to
execute for and on behalf of the undersigned and to file with and deliver to the
United States Securities and Exchange Commission and any other authority or
party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and
any amendments thereto, in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated
thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments
thereto, on behalf of the undersigned in accordance with Section 13 of the 1934
Act and the rules promulgated thereunder.
The
undersigned also hereby grants to each such attorney-in-fact the full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, hereby ratifying and confirming all that such attorney-in-fact
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges that each of
the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, is not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13 or any other provision of the 1934 Act or
the rules promulgated thereunder.
This
Power of Attorney shall remain in full force and effect until earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of May
9, 2006.
/s/ S. Donald
Sussman
S.
Donald Sussman
ACKNOWLEDGEMENT
IN CONNECTICUT
STATE
OF CONNECTICUT, COUNTY OF FAIRFIELD ss.:
On May 9, 2006, before me, the
undersigned personally appeared, S. Donald Sussman, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.
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/s/ Diane
R. Erickson
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Diane R. Erickson, Notary Public
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(signature
and office of individual taking
acknowledgement)
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