<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MAXICARE HEALTH PLANS, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
577904-20-4
(CUSIP Number)
David L. Katsky, Esq.
Esanu Katsky Korins & Siger, LLP
605 Third Avenue
New York, New York 10158
(212) 953-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 31, 1998
(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), 13d-1(f) or 13d-1(g), 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 13d-7(b) 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).
(Continued on following pages)
Page 1 of 4 Pages
<PAGE>
Page 2 of 4 Pages
_______________________________________________________________________________
CUSIP No. 577904-20-4 SCHEDULE 13D
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
AND I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paul R. Dupee, Jr.
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States citizen
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER(1)
SHARES | | 657,000 3.7%
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER(1)
REPORTING | | 0 0%
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER(1)
| | 657,000 3.7%
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER(1)
| | 0 0%
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)
657,000
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)(1)
3.7%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
- ------------
(1) Reflects ownership as of December 3, 1998.
<PAGE>
Page 3 of 4 Pages
Item 4. Purpose of Transaction.
Peter R. Dupee, Jr. (the "Filing Party") filed a Schedule 13-D with a
report date of May 8, 1998 (the "Schedule 13D") in connection with entering into
an agreement, dated May 8, 1998 (the "Settlement Agreement"), among the Filing
Party, American Opportunity Trust Plc, J.O. Hambro Capital Management Limited
and North Atlantic Smaller Companies Investment Trust Plc (collectively, the
"Settling Shareholders") and Maxicare Health Plans, Inc. (the "Company").
Pursuant to the Settlement Agreement, among other things, the Filing
Person was elected as a director of the Company and the Company and each of the
Settling Shareholders entered into separate voting agreements (each, a "Voting
Agreement") whereby each Settling Shareholder agreed to take certain action in
connection with and at the Company's 1998 annual meeting of stockholders, which
was held on July 30, 1998. As a result, since July 30, 1998, Mr. Dupee has had
no continuing obligations under the Settlement Agreement other than his
individual obligation not to take any of the following actions in respect of the
Company prior to the 1999 annual meeting of shareholders: execute a written
consent of shareholders in lieu of a meeting or solicit any such consents, or
vote for shareholders to call a special meeting of shareholders or solicit votes
for shareholders to call such a meeting.
As previously reported in the Schedule 13D, the Filing Party has not
acted in concert with the Settling Shareholders or any other party with respect
to the Company's common stock, $.01 par value (the "Common Stock"), since the
execution and delivery of the Settlement Agreement, and Voting Agreements and is
not a member of a group. Since his beneficial ownership of the Company's Common
Stock is less than 5% and the action provided for in the Settlement Agreement
has been taken, the Filing Party's obligations with respect to the filing of any
further amendments to the Schedule 13-D have terminated.
Item 5. Interest in Securities of the Issuer.
As of December 3, 1998, the Filing Party beneficially owned 657,000
shares of the Company's Common Stock, constituting approximately 3.7% of the
Company's outstanding shares of Common Stock (based on 17,925,381 shares
outstanding as of November 13, 1998, as reported in the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998). As previously
reported on Form 4, the Filing Party acquired an aggregate of 329,900 shares of
Common Stock during August and September, 1998. The Filing Party did not make
any sales or purchases of the Company's Common Stock during the 60 days prior to
the date of this filing.
<PAGE>
Page 4 of 4 Pages
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned hereby certifies that the information set forth in this Schedule
is true, complete and correct.
Dated: December 7, 1998
s/Paul R. Dupee, Jr.
---------------------------------
Paul R. Dupee, Jr.
