SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ____)
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AMN Healthcare Services, Inc. |
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(Name of Issuer) |
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Common Stock |
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(Title of Class of Securities) |
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001744 10 1 |
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(CUSIP Number) |
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December 31, 2001 |
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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:
Ô Rule 13d-1(b)
Ô Rule 13d-1(c)
Õ Rule 13d-1(d)
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1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) BancAmerica Capital Investors SBIC I, L.P. 56-2092215 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) Õ (b) Ô |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF SHARES BENEFI-CALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 2,885,403 |
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6 |
SHARED VOTING POWER 0 |
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7 |
SOLE DISPOSITIVE POWER 2,885,403 |
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8 |
SHARED DISPOSITIVE POWER 0 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,885,403 |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) U |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1% |
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12 |
TYPE OF REPORTING PERSON (See Instructions) PN |
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1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) BancAmerica Capital Management SBIC I, LLC 56-2092214 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) Õ (b) Ô |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF SHARES BENEFI-CALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 2,885,403 |
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6 |
SHARED VOTING POWER 0 |
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7 |
SOLE DISPOSITIVE POWER 2,885,403 |
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8 |
SHARED DISPOSITIVE POWER 0 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,885,403 |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) U |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1% |
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12 |
TYPE OF REPORTING PERSON (See Instructions) OO |
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1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) BancAmerica Capital Management I, L.P. 56-2092216 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) Õ (b) Ô |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF SHARES BENEFI-CALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 2,885,403 |
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6 |
SHARED VOTING POWER 0 |
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7 |
SOLE DISPOSITIVE POWER 2,885,403 |
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8 |
SHARED DISPOSITIVE POWER 0 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,885,403 |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) U |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1% |
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12 |
TYPE OF REPORTING PERSON (See Instructions) PN |
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1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) BACM I GP, LLC 56-2132447 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) Õ (b) Ô |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF SHARES BENEFI-CALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 2,885,403 |
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6 |
SHARED VOTING POWER 0 |
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7 |
SOLE DISPOSITIVE POWER 2,885,403 |
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8 |
SHARED DISPOSITIVE POWER 0 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,885,403 |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) U |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1% |
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12 |
TYPE OF REPORTING PERSON (See Instructions) OO |
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1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Walter W. Walker, Jr. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) Õ (b) Ô |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
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NUMBER OF SHARES BENEFI-CALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 2,885,403 |
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6 |
SHARED VOTING POWER 0 |
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7 |
SOLE DISPOSITIVE POWER 2,885,403 |
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8 |
SHARED DISPOSITIVE POWER 0 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,885,403 |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) U |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1% |
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12 |
TYPE OF REPORTING PERSON (See Instructions) IN |
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Item 1. (a) Name of issuer:
AMN Healthcare Services, Inc.
(b) Address of issuer's principal executive offices:
12235 El Camino Real, Suite 200
San Diego, CA 92130
Item 2. (a) Name of persons filing:
This statement is being filed jointly by (1) BancAmerica Capital Investors SBIC I, L.P. ("BACI"), (2) BancAmerica Capital Management SBIC I, LLC, a Delaware limited liability company ("Capital Management SBIC"), (3) BancAmerica Capital Management I, L.P., a Delaware limited partnership ("BA Capital Management"), (4) BACM I GP, LLC, a Delaware limited liability company ("BACM"), and (5) Walter W. Walker, Jr. ("Mr. Walker"). The persons described in items (1) through (5) are referred to herein as the "Reporting Persons."
(b) Address of principal business office or, if none, residence:
Each Reporting Person has its or his principal business office at 100 North Tryon Street, Floor 25, Bank of America Corporate Center, Charlotte, NC 28255.
(c) Citizenship:
BACI and BA Capital Management are each limited partnerships organized in the State of Delaware. Capital Management SBIC and BACM are each limited liability companies organized in the State of Delaware. Mr. Walker is a citizen of the United States of America.
(d) Title of class of securities:
Common Stock
(e) CUSIP No.:
001744 10 1
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:
Not applicable
Item 4. Ownership
(a) Amount beneficially owned:
See the responses to Item 9 on the attached cover pages.
(b) Percent of class:
See the responses to Item 11 on the attached cover pages.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See the responses to Item 5 on the attached cover pages.
(ii) Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover pages.
(iii) Sole power to dispose or to direct the disposition of:
See the responses to Item 7 on the attached cover pages.
(iv) Shared power to dispose or to direct the disposition of:
See the responses to Item 8 on the attached cover pages.
BACI directly holds 2,885,403 shares of the Company's Common Stock. Capital Management SBIC is the general partner of BACI. BA Capital Management is the sole member of Capital Management SBIC. BACM is the general partner of BA Capital Management. Mr. Walker, an employee of a subsidiary of Bank of America Corporation ("Bank of America") is the managing member of BACM. As a result of these relationships, each of Capital Management SBIC, BA Capital Management, BACM, and Mr. Walker may be deemed to have sole voting and dispositive power over the securities of the Company held by BACI. Mr. Walker disclaims beneficial ownership of such shares. If Mr. Walker's employment with Bank of America or its subsidiaries is terminated, Mr. Walker will cease to be the managing member of BACM. As the holder of a majority in interest in BACM, Bank of America has the right to approve any replacement managing member of BACM. Bank of America does not have any rights with respect to voting or disposition of the securities of the Company owned by BACI.
Item 5. Ownership of 5 Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
See Item 4(a) and Exhibit 99.1.
Item 8. Identification and Classification of Members of the Group
See Item 4(a) and Exhibit 99.1.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
BANCAMERICA CAPITAL INVESTORS SBIC I, L.P.
By: BancAmerica Capital Management SBIC I, LLC, its general partner
By: BancAmerica Capital Management I, L.P., its sole member
By: BACM I GP, LLC, its general partner
By: /s/ Walter W. Walker, Jr.
Name: Walter W. Walker, Jr.
Title: Managing Member
BANCAMERICA CAPITAL MANAGEMENT SBIC I, LLC
By: BancAmerica Capital Management I, L.P., its sole member
By: BACM I GP, LLC, its general partner
By: /s/ Walter W. Walker, Jr.
Name: Walter W. Walker, Jr.
Title: Managing Manager
BANCAMERICA CAPITAL MANAGEMENT I, L.P.
By: BACM I GP, LLC, its general partner
By: /s/ Walter W. Walker, Jr.
Name: Walter W. Walker, Jr.
Title: Managing Member
BACM I, GP, LLC
By: /s/ Walter W. Walker, Jr.
Name: Walter W. Walker, Jr.
Title: Managing Member
/s/ Walter W. Walker, Jr.
Walter W. Walker, Jr.
Index of Exhibits
SCHEDULE 13G
Exhibit No. Exhibit Description
99.1 Joint Filing Agreement Filed herewith.
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them a statement on Schedule 13G (including amendments thereto) with respect to the common stock of AMN Healthcare Services, Inc. beneficially owned by each of them and further agree that this Joint Filing Agreement be included as an exhibit to any such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness or accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information contained therein concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 6th day of February, 2002.
BANCAMERICA CAPITAL INVESTORS SBIC I, L.P.
By: BancAmerica Capital Management SBIC I, LLC, its general partner
By: BancAmerica Capital Management I, L.P., its sole member
By: BACM I GP, LLC, its general partner
By: /s/ Walter W. Walker, Jr.
Name: Walter W. Walker, Jr.
Title: Managing Member
BANCAMERICA CAPITAL MANAGEMENT SBIC I, LLC
By: BancAmerica Capital Management I, L.P., its sole member
By: BACM I GP, LLC, its general partner
By: /s/ Walter W. Walker, Jr.
Name: Walter W. Walker, Jr.
Title: Managing Member
BANCAMERICA CAPITAL MANAGEMENT I, L.P.
By: BACM I GP, LLC, its general partner
By: /s/ Walter W. Walker, Jr.
Name: Walter W. Walker, Jr.
Title: Managing Member
BACM I GP, LLC
By: /s/ Walter W. Walker, Jr.
Name: Walter W. Walker, Jr.
Title: Managing Member
/s/ Walter W. Walker, Jr.
Walter W. Walker, Jr.