Item
1.
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Security
and Issuer
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This
Schedule 13D (this “Schedule 13D”), relating to shares of common stock, par
value $0.01 (the “Common Stock”), of AmTrust Financial Services, Inc., a
Delaware corporation (the “Issuer”), is being filed on behalf of a group
consisting of the following natural persons: Barry D. Zyskind, Michael Karfunkel
and George Karfunkel (collectively, the “Group”). The address of the principal
executive office of the Issuer is 59 Maiden Lane, 6
th
Floor,
New York, New York 10038.
Item
2.
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Identity
and Background
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(a)
This
Schedule 13D is filed by Barry D. Zyskind, Michael Karfunkel and George
Karfunkel.
(b)
The
business address of Barry D. Zyskind, Michael Karfunkel and George Karfunkel
is
c/o AmTrust Financial Services, Inc., 59 Maiden Lane, 6
th
Floor,
New York, New York 10038.
(c)
The
principal occupation of: (1) Barry D. Zyskind is President, Chief Executive
Officer and a Director of the Issuer; (2) Michael Karfunkel is Chairman of
the
Board of the Issuer; and (3) George Karfunkel is a Director of the
Issuer.
(d)
None
of the Group has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e)
None
of the Group have, during the last five years, 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 finding any violation with
respect to such laws.
(f)
Each
member of the Group is a citizen of the United States of
America.
Item
3.
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Source
and Amount of Funds or Other
Consideration
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The
funds
used to make the purchases are solely those of
each
member of the Group
.
The
source of these funds was the private funds of each member of the Group.
No
borrowed funds were used to purchase any of the securities described herein.
Item
4.
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Purpose
of Transaction
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The
purpose of this filing is to report the formation of a group of stockholders
in
order to: (i) enable the Issuer to qualify for the controlled company exception
rules promulgated under applicable rules of the Securities and Exchange
Commission (the “SEC”) and Nasdaq; and (ii) control the election of board
members of the Issuer. Each member of the Group reserves the right to acquire,
or dispose of, additional securities of the Issuer
.
Item
5.
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Interest
in Securities of the
Issuer
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(a)
As
of the date hereof, the Group beneficially owns 34,373,714 shares of Common
Stock, which represents 57.3% of the Issuer's outstanding shares of Common
Stock, including the following amounts for each member of the Group: (i)
Barry
D. Zyskind beneficially owns 6,022,000 shares of Common Stock, which represents
10.0% of the Issuer's outstanding shares of Common Stock; (ii) Michael Karfunkel
beneficially owns 19,318,714* shares of Common Stock, which represents 32.2%
of
the Issuer's outstanding shares of Common Stock; and (iii) George Karfunkel
beneficially owns 19,318,714* shares of Common Stock, which represents 32.2%
of
the Issuer's outstanding shares of Common Stock. Each percentage of beneficial
ownership was calculated by dividing (i) the number of shares of Common Stock
beneficially owned as of the date hereof, by (ii) 59,959,000 shares of Common
Stock outstanding as of November 8, 2007 based upon the Issuer's Quarterly
Report on Form 10-Q filed with the SEC on November 14, 2007.
*
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Michael
Karfunkel and George Karfunkel each own 50.0% of Gulf USA Corporation,
which owns 100% of New Gulf Holdings, Inc. (“NGH”). NGH owns 10,285,714
shares of Common Stock. Michael Karfunkel and George Karfunkel
share
voting and investment power with respect to the shares owned by
NGH.
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The
Hod
Foundation, a charitable foundation controlled by Michael Karfunkel, owns
669,643 shares of common stock. Michael Karfunkel does not have a beneficial
interest in the shares owned by Hod Foundation and, therefore, Michael Karfunkel
disclaims beneficial ownership of these shares of common stock.
The
Chesed Foundation of America, a charitable foundation controlled by George
Karfunkel, owns 401,786 shares of common stock. George Karfunkel does not
have a
beneficial interest in the shares owned by Chesed Foundation of America and,
therefore, George Karfunkel disclaims beneficial ownership of these shares
of
common stock.
(b)
Each
member of the Group has the power to vote and dispose of the shares of Common
Stock held by such member.
(c)
The
transactions in the Issuer's securities by each member of the Group during
the
last sixty days are listed as Annex A attached hereto and made a part
hereof.
(d)
Not
applicable.
(e)
Not
applicable.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
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Not
applicable.
Item
7.
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Material
to be Filed as Exhibits.
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Exhibit
1
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Joint
Filing Agreement dated November 26, 2007 among Barry D. Zyskind,
Michael
Karfunkel and George Karfunkel.
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Signature
After
reasonable inquiry, and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete
and
correct.
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Dated:
November 26, 2007
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/s/ Barry
D.
Zyskind
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Barry
D. Zyskind
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/s/ Michael
Karfunkel
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Michael
Karfunkel
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/s/ George
Karfunkel
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George
Karfunkel
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JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as
amended, the undersigned agree to the joint filing on behalf of each of them
of
a Schedule 13D (including any and all amendments thereto) with respect to
the
Common Stock, par value $0.01 per share, of AmTrust Financial Services, Inc.,
and further agree that this Joint Filing Agreement shall be included as an
Exhibit to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely
filing of such Schedule 13D and any amendments thereto, and for the accuracy
and
completeness of the information concerning such party contained therein;
provided, however, that no party is responsible for the accuracy or completeness
of the information concerning any other party, unless such party knows or
has
reason to believe that such information is inaccurate.
This
Joint Filing Agreement may be signed in counterparts with the same effect
as if
the signature on each counterpart were upon the same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of November
26,
2007.
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/s/ Barry
D.
Zyskind
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Barry
D. Zyskind
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/s/ Michael
Karfunkel
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Michael
Karfunkel
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/s/ George
Karfunkel
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George
Karfunkel
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