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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
MAXICARE HEALTH PLANS, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
PAUL R. DUPEE, JR.
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
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News Release Mackenzie
Partners, Inc.
156 Fifth Avenue
New York, NY 10010
212 929-5500
FAX 212 929-0308
FOR IMMEDIATE RELEASE:
Contact:
Daniel Burch
Mackenzie Partners, Inc.
Tel: (212) 929-5748
MAXICARE HEALTH PLANS, INC. SHAREHOLDER BEGINS CONSENT SOLICITATION
NEW YORK, NEW YORK, March 19, 1998 - - Mr. Paul R. Dupee Jr., a Maxicare Health
Plans, Inc. (NASDAQ/NM;MAXI) shareholder, announced today that he had filed
preliminary solicitation materials with the SEC to obtain written consents from
Maxicare Health Plans, Inc. shareholders to elect a new board majority that
would pursue strategic alternatives to maximize shareholder value.
Under Mr. Dupees proposals the number of authorized directors would be
increased from seven to seventeen and the ten newly-created directorships would
be filled with a slate of nominees proposed by Mr. Dupee. According to Mr.
Dupee, who was formerly Vice Chairman of the Boston Celtics Limited Partnership,
his proposals can be adopted by written consent of the holders of a majority of
the outstanding shares.
Mr. Dupee stated: "This Company needs a change in strategic direction. I
believe the Board can create more value for shareholders through a sale or
business combination than by continuing to operate its existing businesses. The
Company's poor stock market performance and earnings results in the past year
underscore the need for a change in strategic direction."
Mr. Dupee said he hoped that the Board's recent adoption of a Poison Pill
was not a signal that the Board would interfere with the shareholders' right to
elect a new board majority. Mr. Dupee has commenced litigation in Delaware state
and federal courts seeking, among other things, the invalidation of the "Dead
Hand" clause in the Company's poison pill that could prevent the new Board
majority from carrying out certain strategic transactions.
Mr. Dupee stated: "The nominees will bring to the Board extensive
experience in finance and health care." The nominees, besides Mr. Dupee, are
George H. Bigelow, Robert M. Davies, Richard A. Eddy, Enrique F. Gittes,
Peter Homick, Christopher H. Mills, Claudia M. Perkins, Lawrence I. Sosnow
and Allen L. Thomas.
- More -
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Page 2 of 2
March 19, 1998
PARTICIPANT INFORMATION
Mr. Dupee, J.O. Hambro Capital Management ("Hambro"), North Atlantic Smaller
Companies Investment Trust ("North Atlantic"), American Opportunity Trust
("Opportunity") and the nominees Mr. Dupee has proposed to fill the
newly-created directorships are participants in the solicitation. Mr. Dupee
directly owns 207,900 shares of common stock of Maxicare Health Plans, Inc.
(the "Common Stock") and beneficially owns 21,000 shares through a corporation
wholly owned by Mr. Dupee; George H. Bigelow owns 1,000 shares of Common Stock;
and Lawrence I. Sosnow owns 7,000 shares of Common Stock. Hambro beneficially
owns 424,050 shares of Common Stock, including 200,000 shares owned by North
Atlantic and 90,000 shares owned by Opportunity. Hambro is investment adviser
to North Atlantic and Opportunity. In addition, North Atlantic has sold put
options covering 120,000 shares of Common Stock and Opportunity has sold put
options covering 10,000 shares of Common Stock. Enrique Gittes does not
directly own any shares of Common Stock; however, as a director of North
Atlantic he may be deemed to beneficially own shares of Common Stock owned
by North Atlantic. Christopher Mills does not directly own any shares of
Common Stock, but by virtue of his 11% ownership of North Atlantic he may be
deemed to beneficially own shares of Common Stock owned by North Atlantic.
Claudia Perkins does not directly own any shares of Common Stock; however, as
a director of Hambro she may be deemed to beneficially own the shares of
Common Stock owned by Hambro.
