UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
AVP,
Inc.
(Name
of
Issuer)
Common
Stock, par value $.001 per share
(Title
of Class of Securities)
00241A205
(CUSIP
Number)
AmTrust
Capital Management, Inc.
10451
Mill Run Circle
Owings
Mills, MD 21117
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February
25
,
2008
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box
o
.
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).
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1
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NAMES
OF REPORTING PERSONS
AmTrust
Capital Management, Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
x
(b)
o
|
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
WC
|
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e)
o
|
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
5,170,781
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8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
5,170,781
|
|
10
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SHARED
DISPOSITIVE POWER
0
|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,170,781
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12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions)
o
|
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|
1
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NAMES
OF REPORTING PERSONS
Jan
Loeb
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions)
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%
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14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
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Explanatory
Note
This
Amendment No. 2 to Schedule 13D is being filed by AmTrust Capital Management,
Inc., a Delaware corporation (“AmTrust Capital”), and Jan Loeb, the President of
AmTrust Capital and a member of its board of directors (together with AmTrust
Capital, the “Reporting Persons”). AmTrust Capital and Mr. Loeb exercise the
voting and dispositive control over the shares subject to this statement. The
initial Schedule 13D (the “Schedule 13D”) was filed on June 29, 2006 by AmTrust
International Insurance Ltd. (“AII”), AmTrust Financial Services, Inc. (“AmTrust
Financial”), AmTrust Financial Group, Inc. (“AFG,”), G/MK Acquisition Corp.
(“G/MK”), Gulf USA Corporation (“Gulf”), New Gulf Holdings, Inc. (“NGH”),
Michael Karfunkel 2005 Grantor Retained Annuity Trust, Michael Karfunkel, Leah
Karfunkel, George Karfunkel, and Barry Zyskind (together, the “Initial Filers”).
The initial Schedule 13D was filed to report the purchase of 3,529,410 shares
of
common stock of AVP, Inc., a Delaware corporation (the “Company”), and 705,882
warrants exercisable into 705,882 shares of the Company’s common stock.
Amendment No. 1 to the Schedule 13D was filed on July 18, 2007.
AmTrust
Capital was formed in 2006 as a wholly-owned subsidiary of AmTrust Financial
to
manage the equity assets of AmTrust Financial and other investment funds.
Item
1.
Security
and Issuer.
The
title
of the class of equity securities to which this statement relates is common
stock, par value $.001 per share, of the Company. The address of the principal
executive offices of the Company is 6100 Center Drive, Suite 900, Los Angeles,
CA 90045.
Item
2.
Identity
and Background.
AmTrust
Capital is a Delaware corporation that was established to manage the equity
assets of AmTrust Financial and other investment funds. The address of AmTrust
Capital is 10451 Mill Run Circle, Owings Mills, MD 21117. The officers and
directors of AmTrust Capital are set forth on Schedule B and incorporated by
reference into this Item 2. During the last five years, neither AmTrust Capital
nor any of the specifically named persons listed on Schedule B hereto have
been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and were not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction that resulted in 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.
Jan
Loeb
is the President of AmTrust Capital and a member of AmTrust Capital’s board of
directors. Mr. Loeb’s business address is 10451 Mill Run Circle, Owings Mills,
MD 21117. During the last five years, Mr. Loeb has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
and
was not a party to a civil proceeding of a judicial or administrative body
of
competent jurisdiction that resulted in 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. Mr. Loeb is a citizen of the United States.
Item 3
.
Source and Amount of Funds or Other Consideration
.
AmTrust
Capital used its available funds to purchase the shares of common stock reported
in this amendment.
Item
4.
Purpose
of Transaction.
Item
4 of
the Schedule 13D is hereby amended as following:
This
Amendment relates to certain actions taken by the Reporting Persons that
indicate that the Reporting Persons may be deemed to have the current intent
to
seek a change or influence control over the Company.
The
Reporting Persons and their representatives intend to nominate candidates to
stand for the election as a majority of the Board of Directors at the 2008
annual meeting of the holders of the Company’s common stock that will be held on
May 5, 2008 at 2:00 PM PST at the Company’s offices at
6100
Center Drive, Suite 900, Los Angeles, CA 90045. The Reporting Persons have
not
yet determined the number or identity of the persons who would be so nominated.
Prior to the annual meeting, the Reporting Persons also intend to engage in
discussions with a limited number of other shareholders in order to obtain
a
non-unanimous written consent of shareholders to implement the change of
directors noted above.
The
Reporting Persons intend to review their investment in the Company on a
continuing basis and may engage in discussions with management, the Board of
Directors, other shareholders of the Company, the press and other relevant
parties concerning alternatives and values which may be available to
shareholders and to evaluate their investment in the Company’s common stock,
including, without limitation, the business, operations, governance, management,
strategy and future plans of the Company. Depending upon various factors,
including, without limitation, actions taken by the Company or the Company’s
Board of Directors, the level of shareholder support for the Reporting Persons’
proposal as reflected in this Amendment No. 2 to the Schedule 13D, the outcome
of any discussions referenced above, the Company’s financial position and
strategic direction, the market price of the Company’s common stock, the
availability of other investment opportunities, conditions in the securities
market and general economic and industry conditions, the Reporting Persons
may
decide to pursue a proxy contest for control of the Company. The Reporting
Persons may also decide not to pursue any plan or proposal. The Reporting
Persons also reserve the right to acquire additional shares of the Company’s
common stock, to dispose of shares of the Company’s common stock or to formulate
other purposes, plans or proposals deemed advisable regarding the Company.
Other
than as described in this Item 4, or otherwise in this Amendment No. 2, the
Reporting Persons currently have no present plans or proposals which relates
to
or would result in any of the matters set forth in subparagraphs (a)-(j) of
Item 4 of Schedule 13D.
Item
5
.
Interest in Securities of the Issuer
.
For
purposes of Rule 13d-3, AmTrust Capital and Mr. Loeb are the beneficial owners
of 5,170,781 shares of the Company’s common stock. Such shares represent
approximately 24.4% of the Company’s common stock based upon approximately
21,195,978 shares of the Company’s common stock, which includes the amount
outstanding as of November 14, 2007 plus the number of shares issuable upon
the
exercise of the warrants.
Except
as
described on Schedule A attached hereto, the filers have not engaged in any
other transactions with respect to these shares in the past sixty days. No
other
person 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 securities described
above.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Issuer
The
response to Item 4 is incorporated herein by reference.
Item
7.
Material
to be filed as Exhibits.
Item
7 of
the Schedule 13D is hereby amended and restated as follows:
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99.1
|
Joint
Filing Agreement by and among the Reporting Persons (previously
filed).
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete
and
correct.
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Date:
February 26
,
2008
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AmTrust
Capital Management, Inc.
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By:
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/s/ Jan
Loeb
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Name:
Jan Loeb
Title:
President
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Date:
February 26
,
2008
|
Jan
Loeb
|
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By:
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/s/ Jan
Loeb
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Jan
Loeb
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SCHEDULE
A
Transactions
in shares of the Company’s common stock during the past sixty days:
|
Date
of Purchase/Sale
|
Shares
of Common Stock
Purchased/(Sold)
|
Price
Per Share ($)
|
|
7/9/07
|
35,500
|
1.19
|
|
7/9/07
|
14,000
|
1.19
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2/25/08
|
300,000
|
0.85
|
|
2/25/08
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134,242
|
0.85
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All
of
the above transactions were effected in the secondary market through
broker-dealers or an electronic trading network.
SCHEDULE
B
DIRECTORS
AND OFFICERS - AmTrust Capital Management, Inc.
Listed
below are the directors of AmTrust Capital Management, Inc. (with their
respective officerships noted), all of whom are citizens of the United States.
The principal occupation of each of the directors is as an employee of AmTrust
Capital Management, Inc., and the business address of each is 10451 Mill Run
Circle, Owings Mills, MD 21117.
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Name
and position
|
|
Title
|
|
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Jan
Loeb
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Director
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Michael
Karfunkel
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Director
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Barry
Zyskind
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Director
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Listed
below are certain other officers of AmTrust Capital Management, Inc., all of
whom are citizens of the United States. The principal occupation of each of
the
officers is as an employee of AmTrust Capital Management, Inc., and the business
address of each is 10451 Mill Run Circle, Owings Mills, MD 21117.
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Name
and position
|
|
Title
|
|
|
Jan
Loeb
|
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President
|
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EXHIBIT
INDEX
Exhibit
|
99.1
|
Joint
Filing Agreement by and among the Reporting Persons (previously
filed).
|
