United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D/A
Under the Securities and Exchange Act of 1934
Amendment No. 2
AMNET MORTGAGE, Inc.
Name of Issuer
Common Stock ($0.01)
Title of Class of Securities
03169A108
CUSIP Number
Howard Amster, 23811 Chagrin Blvd., Suite 200
Beachwood, Ohio 44122-5525, (216) 595-1047
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 30, 2004
(Date of Event Which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule 13G to
report this acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box / /.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13 d-1 (a) 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 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).
1 Name of Reporting Person Howard Amster
2 If a member group a) /X/
b) / /
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting 507,975
Beneficially
Owned By Each 8 Shared Voting 35,500
Reporting Person
With 9 Sole Dispositive 507,975
10 Shared Dispositive 35,500
11 Aggregate Amount Beneficially owned 632,975
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 8.6 %
14 Type of Reporting Person IN
1 Name of Reporting Person Amster Limited Partnership
2 If a member group a) /X/
b) / /
3 SEC Use only
4 Source of Funds OO
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 3,600
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 3,600
11 Aggregate Amount Beneficially owned 3,600
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) .04 %
14 Type of Reporting Person PN
1 Name of Reporting Person Amster Trading Company
2 If a member group a) /X/
b) / /
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 31,500
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 31,500
11 Aggregate Amount Beneficially owned 11,600
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) .15 %
14 Type of Reporting Person CO
1 Name of Reporting Person Amster Trading Company
Charitable Remainder Unitrust
2 If a member group a) /X/
b) / /
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 19,900
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 19,900
11 Aggregate Amount Beneficially owned 19,900
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.3 %
14 Type of Reporting Person CO
1 Name of Reporting Person Pleasant Lake Apts. Limited Partnership
2 If a member group a) /X/
b) / /
3 SEC Use only
4 Source of Funds OO
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 400
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 400
11 Aggregate Amount Beneficially owned 400
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) .00 %
14 Type of Reporting Person PN
1 Name of Reporting Person Ramat Securities Ltd.
2 If a member group a) /X/
b) / /
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 125,000
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 125,000
11 Aggregate Amount Beneficially owned 125,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 1.7 %
14 Type of Reporting Person BD
There are no changes to the Schedule 13D, as amended except
as set forth in this second amendment.
Item 2. Identity and Background
a) Amster Trading Company Charitable Remainder Unitrust
b) 25812 Fairmount Blvd., Beachwood, Ohio 44122-2214
c) Charitable Remainder Unitrust
Amster Trading Company Charitable Remainder Unitrust has
been 100 % funded by Amster Trading Company. Because Amster
Trading Company has the right to change the trustee of the trust, it
can be deemed to have the right to shared voting and dispositive
power over any security owned by the trust. While Amster
Trading Company receives certain income distributions from the
trust, the assets owned by the trust benefits charitable purposes.
Amster Trading Company disclaims beneficial ownership of the
securities owned by the trust.
d) Neither the trust or trustee of the Amster Trading
Company Charitable Remainder Unitrust has been convicted
in any criminal proceedings (excluding traffic violations or
similar misdemeanors if any) within the last five years.
e) Neither the trust or the trustee of the Amster Trading
Company Charitable Remainder Unitrust has been a party
to any civil proceedings of a judicial or administrative body
of competent jurisdiction of the type described in Item 2 of
Schedule 13D within the last five years.
Item 2. Identity and Background
a) Howard Amster
b) 23811 Chagrin Blvd. #200, Beachwood, Ohio 44122-5525
c) Present principal occupation- Real Estate Operator
23811 Chagrin Blvd. # 200, Beachwood, Oh 44122-5525
d) Howard Amster has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within
the last five years.
e) Howard Amster has not been party to any civil proceedings of
a judicial or administrative body or competent jurisdiction of the type
described in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
Item 2. Identity and Background
For information purposes only:
William Costaras, a registered representative of Ramat Securities
Ltd. is not an owner of Ramat Securities Ltd. and accordingly,
has no shared voting, no dispositive power, no pecuniary interest
in Registrant's common shares nor to any other securities owned
by Ramat Securities Ltd. Mr. Costaras disclaims being a member
of this group. Mr. Costaras owns 51,300 common shares of
AMNET Mortgage, Inc. or .7 % of the Registrant's common
shares with sole voting and dispositive power over his shares.
Ramat Securities Ltd. has no voting, no dispositive power, nor
pecuniary interest in Registrant's common shares nor to any other
securities owned by Mr. Costaras.
Item 3. Source and Amount of Funds or Other Consideration
Howard Amster and in his individual retirement account purchased
all AMNET Mortgage Inc., common stock with personal funds
without borrowing. The total consideration for his purchases is
$ 49,170.07 bringing Howard Amster's total investment
to $ 2,457,595.96.
Amster Trading Charitable Remainder Unitrust purchased all
AMNET Mortgage Inc., common stock with trust assets without
borrowing. The total consideration for its purchases is
$ 79,533.12.
Ramat Securities Ltd., purchased AMNET Mortage Inc. common
stock with working capital without borrowing. The total
consideration for its purchases is $ 376,780.00 bringing
Ramat Securities Ltd. total investment to 949,164.80.
Item 4. Purpose of Transaction
This 13D amendment number two is filed because:
Howard Amster, Amster Limited Partnership, Amster Trading
Company, Amster Trading Company Charitable Remainder
Unitrust, Pleasant Lake Apt. Partnership, Ramat Securities Ltd.
may deemed to be a group.
Howard Amster, Amster Limited Partnership, Amster Trading
Company, Amster Trading Company Charitable Remainder
Unitrust, Pleasant Lake Apt. Partnership, Ramat Securities Ltd.
each acquired common stock for purposes of investment.
There are no present plans or proposals by
Howard Amster, Amster Limited Partnership, Amster Trading
Company, Amster Trading Company Charitable Remainder
Unitrust, Pleasant Lake Apt. Partnership, Ramat Securities Ltd.
as reported in this Schedule 13D Amendment 2 which relates
to or would result in the following:
a. The acquisition by Howard Amster, Amster Limited Partnership,
Amster Trading Company, Amster Trading Company Charitable
Remainder Unitrust, Pleasant Lake Apt. Partnership,
Ramat Securities Ltd., of additional securities of the Issuer or the
disposition of securities of the Issuer, however,
Howard Amster, Amster Limited Partnership, Amster Trading
Company, Amster Trading Company Charitable Remainder
Unitrust, Pleasant Lake Apt. Partnership, Ramat Securities Ltd.
might acquire additional shares or other securities of the Issuer or
dispose of some or all of their shares or other securities of the
Issuer depending upon market conditions and their respective
personal circumstances;
Item 5. Interest in Securities of the Issuer
The outstanding common shares of the Issuer is 7,355,547 shares.
(Based upon the Issuer's 7,855,547 shares see 3/31/04 10Q filing
less 500,000 shares in Issuer's news release of 6/29/04)
(a)(b) The aggregate amount owned by the Reporting Persons is
668,475 shares or 9.09 % of the outstanding shares.
Howard Amster in his name and individual retirement accounts
owns 507,975 shares or 6.9 % of the outstanding shares.
Amster Ltd. Partnership owns 3,600 shares or
..04 % of the outstanding shares.
Amster Trading Company owns 11,600 shares or .15 %
of the outstanding shares.
Amster Trading Company Charitable Remainder Unitrust
owns 19,900 shares or 0.3 % of the outstanding shares.
Pleasant Lake Apt. Ltd. Partnership owns 400 shares or
..00 % of the outstanding shares.
Ramat Securities Ltd. owns 125,000 shares or
1.7 % of the outstanding shares.
c) Description of Transactions
All transactions were open market transactions except where noted.
Executing
Identity Date Shares Price Broker
Howard 06/04/03 Sold 13200 8.5142 Bear Stearns
Amster 06/05/03 Sold 32000 8.4961 Bear Stearns
06/06/03 Sold 9000 8.5022 Bear Stearns
06/11/03 Sold 4500 8.5269 Bear Stearns
06/12/03 Sold 7100 8.9655 Bear Stearns
06/13/03 Sold 6000 9.4742 Bear Stearns
11/13/03 Buy 5900 8.3173 Bear Stearns
06/30/04 Sold 41825 10.4002 Bear Stearns
Amster 03/28/03 Buy 7000 3.9879 Bear Stearns
Trading 03/31/03 Buy 9900 3.9718 Bear Stearns
Charitable 04/01/03 Buy 3000 3.99 Bear Stearns
Remainder
Unitrust
Ramat 11/18/03 Buy 5000 8.4014 Bear Stearns
Securities 11/19/03 Buy 7200 8.48125 Bear Stearns
Ltd. 11/19/03 Buy 1100 8.50 Bear Stearns
11/20/03 Buy 6100 8.48754 Bear Stearns
11/24/03 Buy 2200 8.23863 Bear Stearns
11/25/03 Buy 1500 8.47 Bear Stearns
11/28/03 Buy 2500 8.372 Bear Stearns
12/01/03 Buy 5000 8.4044 Bear Stearns
12/02/03 Buy 1000 8.34 Bear Stearns
12/03/03 Buy 1300 8.30 Bear Stearns
12/04/03 Buy 12100 8.23735 Bear Stearns
Signature After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
Date: July 6, 2004
/s/
Howard Amster
/s/
Amster Ltd. Partnership
By: Howard Amster
Title: General Partner
/s/
Amster Trading Company
By: Howard Amster
Title: President
/s/
Amster Trading Company Charitable
Remainder Unitrust
By: Howard Amster
Title: Trustee
/s/
Pleasant Lake Apt. Ltd. Partnership
By: Howard Amster, President
Pleasant Lake Apts. Corp.,
Title: General Partner
/s/
Ramat Securities Ltd.
By: David Zlatin
Title: Principal