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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 2 (Final Amendment) to
SCHEDULE 13D
Statement of
Paul R. Dupee, Jr., George Bigelow and Lawrence Sosnow
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
MAXICARE HEALTH PLANS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
577904204
(CUSIP Number)
Leonard Chazen
Howard, Darby & Levin
1330 Avenue of the Americas
New York, NY 10019
(212) 841-1096
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 2, 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(b)(3) or (4), check the following [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement including all exhibits should be filed with
the Commission. See Rule 13d-1(a) for the other parties to whom copies are to be
sent.
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* 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.
1. Names of Reporting Person I.R.S. Identification Nos. of Above Person
(Entities Only)
Paul R. Dupee, Jr.
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds
PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization: United States citizen
7. Number of Shares Beneficially Owned With Sole Voting Power 327,100
8. Number of Shares Beneficially Owned With Shared Voting Power 0
9. Number of Shares Beneficially Owned With Sole Dispositive Power 327,100
10. Number of Shares Beneficially Owned With Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned 327,100
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares X
13. Percent of Class Represented by Amount in Row (11) 1.82%
14. Type of Reporting Person IN
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This Amendment No. 2 to Schedule 13D relates to the Common Stock, par value
$.01 per share, of Maxicare Health Plans, Inc., a Delaware corporation (the
"Company"), which has its principal executive offices at 1149 South Broadway
Street, Suite 910, Los Angeles, California 90015. This Amendment amends the
Schedule 13D originally filed with the Commission on April 13, 1998 by Mr.
Paul R. Dupee, Jr., George Bigelow and Lawrence Sosnow. This is a final
amendment. Capitalized terms used but not defined herein shall have the
meanings given to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the initial Schedule 13D filed by the Filing Parties is hereby
amended to read in its entirety as follows:
The Filing Parties used their personal funds to purchase the shares of
Common Stock of the Company (the "Shares") to which this Statement relates.
The amount of funds used to date to acquire the Shares is approximately
$4,539,312.30.
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Item 4. Purpose of Transaction
Item 4 of the initial Schedule 13D filed by the Filing Parties is hereby
amended to read in its entirety as follows:
The Filing Parties acquired their holdings of Common Stock because they
believed that the Common Stock represented a favorable investment opportunity.
The Filing Parties believe that it is in the best interest of the Company's
shareholders for the Company's board of directors (the "Board") to pursue the
possibility of a strategic transaction, including a business combination or a
sale of the Company or its assets, and to execute such a transaction if it can
enhance shareholder value.
Mr. Dupee is aware that the Company has stated in its preliminary
solicitation materials that "the Board has been supervising management's
evaluation of the Company's businesses and operations and enhancing and focusing
on those operations which have generated substantially all of the Company's
growth and profitability in recent years." Based on that statement, Mr. Dupee
believes that the existing Board intends to retain certain of the Company's
existing operations, whereas he believes the Company should pursue the
possibility of a strategic transaction or transactions involving all of the
Company's businesses and assets.
Therefore, Mr. Dupee has commenced a formal solicitation of consents in
accordance with applicable proxy regulations (the "Consent Solicitation"). The
Consent Solicitation seeks to enact certain proposals that would elect a
majority of the Board who are committed, subject to their fiduciary duties, to
pursuing strategic alternatives, including a business combination or sale of all
of the Company's businesses and assets.
On April 22, 1998, Mr. Dupee filed a definitive consent solicitation
statement (the "Solicitation Statement") with the Securities and Exchange
Commission pursuant to the Securities Act of 1934, as amended, and the
applicable rules thereunder. The Solicitation Statement described Mr. Dupee's
proposals, which would, among other things, add ten new directors to the Board,
thereby increasing the authorized number of directors to seventeen and fill the
resulting new directorships with the Soliciting Shareholder Nominees (defined
below), who would constitute a majority of the Board. Mr. Dupee has also
proposed repealing any bylaw amendments adopted by the Board since February 1,
1998.
Mr. Dupee has proposed for election ten people (the "Soliciting Shareholder
Nominees") to fill the newly-created directorships, including himself, George
Bigelow and Lawrence
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Sosnow. Mr. Dupee, Mr. Bigelow and Mr. Sosnow (the "Filing Party Nominees") are
Filing Parties.
Mr. Dupee and certain other Soliciting Shareholder Nominees (not including
the other Filing Persons) will solicit individuals, brokers, banks, bank
nominees and other institutional holders in connection with the Consent
Solicitation and will not receive any compensation for such solicitation.
The Filing Party Nominees have no present intention to change the existing
senior management of the Company or to halt the Company's announced plans to
streamline its operations and to focus on the Company's most profitable
operations, although the Filing Party Nominees believe the Company should pursue
a strategic transaction or transactions that include these operations as well.
The Filing Party Nominees intend to appoint a committee to oversee the
implementation of their plan to pursue strategic alternatives.
Mr. Dupee, J.O. Hambro Capital Management Limited, North Atlantic Smaller
Companies Investment Trust plc ("NASCIT") and American Opportunity Trust
("Opportunity") have entered into an oral agreement under which the costs of the
Consent Solicitation will be shared 40% by Mr. Dupee, 40% by NASCIT and 20% by
Opportunity. The Filing Parties intend to request, subject to their fiduciary
duties, reimbursement of costs and expenses in connection with the Consent
Solicitation.
The Filing Parties have not agreed, and are not contractually obligated, to
vote the shares of Common Stock beneficially owned by such Filing Parties in any
manner in connection with the Consent Solicitation or with respect to any other
vote of the shareholders of the Company. The Filing Parties reserve the right to
participate in or initiate, alone or with others, any plans, proposals or
transactions of a similar or different nature with respect to the Company or its
securities.
The Filing Parties intend to review their investment in the Company on a
continuing basis and, depending on various factors, including the Company's
business, affairs and financial position, other developments concerning the
Company, the price level of the Common Stock, conditions in the securities
markets and general economic and industry conditions, as well as other
investment opportunities available to the Filing Parties, may in the future take
such actions with respect to their investment in the Company as they deem
appropriate in light of the circumstances existing from time to time. Such
actions may include the purchase of additional Common Stock in the open market,
in privately negotiated transactions or otherwise, or the sale at any time of
all or a portion of the Common Stock now owned or hereafter acquired by the
Filing Parties to one or more purchasers. The Filing Persons may revise the
proposals or submit additional proposals for action by shareholders by written
consent or for adoption by shareholders at any meeting of shareholders.
Except as described in this Item 4, as of the date of this Amendment none
of the Filing Parties has formulated any plans or proposals that relate to or
would result in: (a) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company; (b) an
extraordinary corporate transaction; (c) a sale or transfer of a material amount
of assets of the Company or its subsidiaries, if any; (d) any change in the
present board of directors or management of the Company, including any change in
the number or term of
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directors or the filling of any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the Company;
(f) any other material change in the Company's business or corporate structure;
(g) changes in the Company's charter or bylaws or other actions that may impede
the acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
securities association; (i) causing a class of equity securities of the Company
to become eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or (j) any action similar to
those enumerated above.
Item 5. Interest in Securities of the Issuer
Item 5 of the initial Schedule 13D filed by the Filing Parties is hereby
amended to read in its entirety as follows:
(a)-(b) Set forth below is the aggregate number of shares and percentage of
the outstanding Common Stock of the Company beneficially owned (i) by each of
the Filing Parties and (ii) to the knowledge of the Filing Parties, by each
other person or entity that may be deemed to be a member of a group with the
Filing Parties for the purposes of Section 13(d) of the Exchange Act and the
rules promulgated thereunder:
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Filing Party Aggregate Number of Number of Number of Approximate
Number of Shares: Shares: Shares: Sole or Percentage*
Shares Sole Power Shared Power Shared Power
to Vote to Vote to Dispose
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<S> <C> <C> <C> <C> <C>
Paul R. Dupee, Jr. 327,100 327,100 0 327,100 1.82%
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George Bigelow 1,000 1,000 0 1,000 .0056%
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Lawrence Sosnow 9,000 9,000 0 9,000 .05%
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J O Hambro
& Company(1) 559,050 0 559,050 559,050 3.1%
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J O Hambro Asset
Management(1) 559,050 0 559,050 559,050 3.1%
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J O Hambro
Capital Management 480,200 0 480,200 480,200 2.7%
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J O Hambro
Investment
Management(1) 78,850 0 78,850 78,850 0.4%
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</TABLE>
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Filing Party Aggregate Number of Number of Number of Approximate
Number of Shares: Shares: Shares: Sole or Percentage*
Shares Sole Power Shared Power Shared Power
to Vote to Vote to Dispose
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<S> <C> <C> <C> <C> <C>
Christopher H.B.
Mills 480,200 0 480,200 480,200 2.7%
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GFS(1) 305,000 0 305,000 305,000 1.7%
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NASCIT 305,000 0 305,000 305,000 1.7%
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American
Opportunity Trust 90,000 0 90,000 90,000 0.5%
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*Based on 17,925,381 shares of Common Stock, par value $.01 per share,
outstanding as of March 25, 1998, as reported in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
(1) Such entities may be deemed to beneficially own the shares set forth in the
table next to the names of persons other than the Filing Parties and to be part
of a group pursuant to Rule 13d-3 under the Exchange Act, but such entities are
not participants in the Consent Solicitation.
(c) In the 60 days prior to the date of the filing of this Amendment, the
Filing Parties have effected no transactions in the Common Stock other than
those set forth in the following table:
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Filing Party Date No. of Shares Price (US$) Broker
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<S> <C> <C> <C> <C>
Dupee 2/17/98 4,600 $9.5300 BCS Brokerage
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Dupee 2/18/98 5,500 9.6000 BCS Brokerage
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Dupee 2/25/98 2,000 10.2562 BCS Brokerage
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Dupee 3/2/98 4,000 9.7500 BCS Brokerage
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Dupee 3/3/98 1,200 9.5000 BCS Brokerage
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Dupee 3/5/98 8,800 9.7500 BCS Brokerage
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Dupee 3/9/98 8,500 9.8750 BCS Brokerage
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Dupee 3/12/98 10,300 10.7500 BCS Brokerage
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Sosnow 3/13/98 7,000 10.9839 BCS Brokerage
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Dupee 3/13/98 5,000 10.9375 BCS Brokerage
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Dupee 3/13/98 5,000 10.9338 BCS Brokerage
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Dupee 3/13/98 5,000 10.9325 BCS Brokerage
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Filing Party Date No. of Shares Price (US$) Broker
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<S> <C> <C> <C> <C>
Bigelow 3/16/98 1,000 11.0625 Fidelity
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Sosnow 3/19/98 2,000 11.7094 BCS Brokerage
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Dupee 3/20/98 10,700 12.6210 BCS Brokerage
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Dupee 3/26/98 20,600 11.7650 BCS Brokerage
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Dupee 3/27/98 11,000 11.9375 BCS Brokerage
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Dupee 3/27/98 900 12.000 BCS Brokerage
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Dupee 4/1/98 40,000 11.6250 BCS Brokerage
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Dupee 4/2/98 15,000 11.6250 BCS Brokerage
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All of the above transactions were effected in the open market.
(d) Not applicable
(e) Not applicable
The total number of shares of Common Stock owned by the Filing Parties and
the other persons or entities that may be deemed to be members of a group with
the Filing Parties is 896,150, as compared with the 902,150 shares reported in
the Statement on Schedule 13D filed on April 13, 1998. The difference of 6,000
shares is the result of a clerical error in calculating the number of shares
reported as owned by Mr. Dupee in the Statement filed on April 13. The corrected
number of shares of Common Stock owned by the Filing Parties and such other
persons or entities represents 4.9993% of the outstanding share of Common Stock
of the Company. Accordingly, this Statement on Schedule 13D is terminated and
this Amendment No. 2 constitutes the final amendment hereto.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Except as set forth in Item 4, hereof, there are no agreements,
understandings or relationships between any of the Filing Parties and any other
person with respect to the securities of the Company.
Item 7. Material to be Filed as Exhibits
The following documents are filed herewith:
(a) Joint Filing Agreement dated as of April 10, 1998, among Paul R. Dupee,
Jr., George Bigelow and Lawrence Sosnow
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: April 22, 1998
Paul R. Dupee, Jr.
By: /s/ LEONARD CHAZEN
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Name: Leonard Chazen
Title: Attorney-in-Fact
George Bigelow:
By: /s/ LEONARD CHAZEN
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Name: Leonard Chazen
Title: Attorney-in-Fact
Lawrence Sosnow:
By: /s/ LEONARD CHAZEN
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Name: Leonard Chazen
Title: Attorney-in-Fact
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JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each of
them of a Statement on Schedule 13D (including amendments thereto) with respect
to the common stock, par value $.01 per share, of Maxicare Health Plans, Inc.,
and further agree that this Joint Filing Agreement be included as an Exhibit to
such joint filings. In evidence thereof, the undersigned have executed this
Joint Filing Agreement as of this 10th day of April, 1998.
/s/ PAUL R. DUPEE, JR.
__________________________
Paul R. Dupee, Jr.
/s/ GEORGE BIGELOW
__________________________
George Bigelow
/s/ LAWRENCE SOSNOW
__________________________
Lawrence Sosnow
