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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Statement of
Paul R. Dupee, Jr
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)
May 8, 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) [X]
(b) [ ]
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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ITEM 1. SECURITY AND ISSUER
This Statement on 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.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Paul R. Dupee, Jr. (the "Filing
Party").
The Filing Party is an individual whose business address is at 10 Wilton
Row, London SW1X7NR, England. The Filing Party's present principal occupation is
as a private investor; such employment is conducted through PCE Investments,
whose principal business address is 10 Wilton Row, London SW1XNR, England.
During the last five years, the Filing Party (i) has not been convicted in
any criminal proceeding (excluding traffic violations and similar misdemeanors)
and (ii) has not been a party to any civil proceeding as a result of which he
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandatory activities subject to, Federal or
State securities laws or finding any violations with respect to such laws.
The Filing Party is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Filing Party used his 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
$4,427,943.00.
ITEM 4. PURPOSE OF TRANSACTION
The Filing Party acquired his holdings of Common Stock because he believed
that the Common Stock represented a favorable investment opportunity. The Filing
Party believed 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. However, the Filing Party believed that the then-current Board intended
to retain certain of the Company's existing operations rather than considering a
transaction or transactions involving all of the Company's businesses or assets.
Therefore, the Filing Party commenced a formal solicitation of consents in
accordance with applicable proxy regulations (the "Consent Solicitation"). The
Consent Solicitation sought 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.
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On April 22, 1998, the Filing Party 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 the Filing
Party's proposals, which would have, among other things, added ten new directors
to the Board, thereby increasing the authorized number of directors to
seventeen, and filled the resulting new directorships with ten people, including
himself, who would have constituted a majority of the Board. The Filing Party
also proposed repealing any bylaw amendments adopted by the Board since February
1, 1998.
The Company entered into a settlement agreement (the "Settlement
Agreement"), dated as of May 8, 1998, with American Opportunity Trust Plc
("Opportunity"), North Atlantic Smaller Companies Investment Trust Plc ("North
Atlantic"), J.O. Hambro Capital Management Limited ("Hambro") and the Filing
Party (North Atlantic, Opportunity, Hambro and the Filing Party are referred to
herein as the "Settling Shareholders"). Pursuant to the Settlement Agreement,
the Consent Solicitation was terminated and litigation relating thereto was
dismissed with prejudice to the extent based on facts arising before May 8,
1998.
Also, under the Settlement Agreement, the Company agreed, among other
things, to cause the then-existing Board to (a) increase the number of
authorized directors on the Board to nine and to fill the one existing vacancy
and two newly-created directorships with Elwood I. Kleaver, Jr., the Filing
Party and Robert M. Davies (the "New Directors") and (b) approve certain
amendments to the Company's bylaws, certificate of incorporation and the
shareholder rights agreement between the Company and American Stock Transfer &
Trust Company dated as of February 24, 1998 (such amendments are collectively
referred to as the "Amendments"). The Company agreed to submit the Amendments to
a shareholder vote at the 1998 annual meeting of shareholders (the "Annual
Meeting"), to renominate two of the New Directors for election at the Annual
Meeting (such slate of nominees recommended by the Company is referred to as the
"Board Slate") and to use its best efforts to obtain proxies from shareholders
to vote in favor of the Amendments and the Board Slate.
Under the Settlement Agreement, each Settling Shareholder agreed to vote
those Shares over which it has the power to direct the vote in favor of the
Board Slate, the Amendments and reimbursement of the Filing Party's expenses in
connection with the Consent Solicitation (the "Filing Party Reimbursement"; the
Board Slate, the Amendments and the Filing Party Reimbursement are collectively
referred to as the "Proposals"). Each Settling Shareholder also agreed not to
take certain actions in respect of the Company prior to the Annual Meeting,
including voting in favor of a special meeting of shareholders.
In addition to the Settlement Agreement, the Company entered into a voting
agreement (each, a "Voting Agreement") with each of Franklin Resources, Inc.,
King Investment Advisors, Inc., Heartland Advisors, Inc., PAR Investment
Partners LP and Snyder Capital Management, L.P. (each, a "Settling Fund"),
pursuant to which the Company agreed to propose the Proposals at the Annual
Meeting and each Settling Fund agreed to vote all Shares over which it has the
power to direct the vote in favor of the Proposals. Each Settling Fund also
agreed not to take certain actions in respect of the Company prior to the Annual
Meeting, including voting in favor of a special meeting of shareholders.
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The Filing Party intends to review his 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 Party, may in the future take
such actions with respect to his investment in the Company as he deems
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 Party to one or more purchasers.
Except as described in this Item 4, as of the date of this Statement the
Filing Party has not 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 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
(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 the Filing
Party and (ii) to the knowledge of the Filing Party, by each other person or
entity that may be deemed to be a member of a group with the Filing Party for
the purposes of Section 13(d) of the Exchange Act and the rules promulgated
thereunder:
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<TABLE>
<CAPTION>
FILING PARTY AGGREGATE NUMBER NUMBER OF NUMBER OF APPROX.
------------ NUMBER OF OF SHARES: SHARES: SOLE OR PERCENTAGE*
SHARES SHARES: SHARED SHARED POWER TO -----------
--------- SOLE POWER TO DISPOSE
POWER TO VOTE ----------------
VOTE ---------
- ------------------- ------------ ----------- -------------- ------------------- ---------------
<S> <C> <C> <C> <C> <C>
Paul R. Dupee, Jr. 327,100 327,100 0 327,100 1.82%
- ------------------- ------------ ----------- -------------- ------------------- ---------------
- ------------------- ------------ ----------- -------------- ------------------- ---------------
J O Hambro 480,200 0 480,200 480,200 2.7%
Capital
Management
(1)
- ------------------- ------------ ----------- -------------- ------------------- ---------------
North Atlantic 305,000 0 305,000 305,000 1.7%
Smaller
Companies
Investment
Trust (1)
- ------------------- ------------ ----------- -------------- ------------------- ---------------
American 90,000 0 90,000 90,000 0.5%
Opportunity
Trust (1)
- ------------------- ------------ ----------- -------------- ------------------- ---------------
Franklin 1,789,779 0 1,789,779 1,789,779 10%
Resources, Inc.
(1)
- ------------------- ------------ ----------- -------------- ------------------- ---------------
Heartland 3,312,000 3,142,500 0 3,312,000 18.5%
Advisors, Inc.
(1)
- ------------------- ------------ ----------- -------------- ------------------- ---------------
King
Investment 992,270 846,662 992,270 5.5%
Advisors, Inc.
(1)
- ------------------- ------------ ----------- -------------- ------------------- ---------------
Snyder Capital 2,053,700 117,500 1,811,800 2,053,700 11.5%
Management,
L.P. (1)
- ------------------- ------------ ----------- -------------- ------------------- ---------------
Par Investment 520,500 520,500 520,000 520,500 2.9%
Partners LP (1)
- ------------------- ------------ ----------- -------------- ------------------- ---------------
</TABLE>
*Based on 17,925,381 shares of Common Stock, par value $.01 per share,
outstanding as of March 25, 1998, as reported in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
(1) These entities may be deemed to be part of a group with the Filing Party
within the meaning of Rule 13d-3 under the Exchange Act by virtue of (a) in
the case of J.O. Hambro Capital Management, North Atlantic and Opportunity,
the fact that they are signatories to the Settlement Agreement, and (b)
with respect to the other persons and entities, by virtue of their of their
having entered into Voting Agreements with the Company provided for in the
Settlement Agreement. Since the Settlement Agreement was executed, the
Filing Party has not acted in
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concert with any such persons or entities in connection with the Company or
its Common Stock, and it does not believe that the Execution of the
Settlement Agreement and such Voting Agreements makes the Filing Party and
such entities a group within the meaning of Rule 13d-3 under the Exchange
Act. Accordingly, the Filing Party does not believe it is a member of a
group that includes such entities and disclaims beneficial ownership of the
Shares owned by such entities. Information regarding the Share ownership of
such entities is based on their most recent Statement on Schedule 13D or
13G and amendments thereto and my not be current, except that information
regarding Par Investment Partners LP is based on information provided by
such entity to the Filing Party.
(c) In the 60 days prior to the date of the filing of this Statement, the
Filing Party has effected no transactions in the Common Stock other than those
set forth in the following table:
<TABLE>
<CAPTION>
- -------------------- ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
FILING PARTY DATE NO. OF SHARES PRICE (US$) BROKER
- -------------------- ------------------ ------------------ ------------------ ------------------
- -------------------- ------------------ ------------------ ------------------ ------------------
Dupee 3/20/98 10,700 12.6210 BCS Brokerage
- -------------------- ------------------ ------------------ ------------------ ------------------
Dupee 3/26/98 20,600 11.7650 BCS Brokerage
- -------------------- ------------------ ------------------ ------------------ ------------------
Dupee 3/27/98 11,000 11.9375 BCS Brokerage
- -------------------- ------------------ ------------------ ------------------ ------------------
Dupee 3/27/98 900 12.000 BCS Brokerage
- -------------------- ------------------ ------------------ ------------------ ------------------
Dupee 4/1/98 40,000 11.6250 BCS Brokerage
- -------------------- ------------------ ------------------ ------------------ ------------------
Dupee 4/2/98 15,000 11.6250 BCS Brokerage
- -------------------- ------------------ ------------------ ------------------ ------------------
All of the above transactions were effected in the open market.
(d) Not applicable
(e) Not applicable
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 the Filing Party and any other person
with respect to the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Settlement Agreement dated as of May 8, 1998 among Paul R. Dupee, Jr.,
American Opportunity Trust, J.O. Hambro Capital Management Limited and North
Atlantic Smaller Companies Investment Trust
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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: May 18, 1998
Paul R. Dupee, Jr.
By: /s/ Leonard Chazen
__________________________________
Name: Leonard Chazen
Title: Attorney-in-Fact
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EXHIBIT A
AGREEMENT dated as of May 8,1998 among American Opportunity Trust, Paul R.
Dupee, Jr., J.O. Hambro Capital Management Limited and North Atlantic Smaller
Companies Investment Trust (collectively, the "Subscribing Shareholders") and
Maxicare Health Plans, Inc. (the "Company"). Mr. Dupee is also referred to
herein as the "Soliciting Shareholder."
WHEREAS, the parties have entered into this Agreement to settle disputes
between the Company and the Soliciting Shareholder arising out of the Soliciting
Shareholder's solicitation of written consents from the Company's shareholders
(the "Consent Solicitation"), including litigation between the Soliciting
Shareholder and the Company and certain other parties;
NOW, THEREFORE, in consideration of the agreements contained herein, the
parties agree as follows:
1. Increase in Size of Board, Designation of Directors. Simultaneously with
the execution of this Agreement, the board of directors of the Company (the
"Board") has adopted resolutions (a) increasing the number of directors which
constitute the Board to nine pursuant to Article III, Section 2 of the Company's
bylaws (the "Bylaws") and (b) filling the one existing vacancy and two newly
created directorships on the Board with the following individuals, pursuant to
Article Fifth, Section C of the Company's certificate of incorporation (the
"Certificate"): Ellwood Cleaver, Paul R. Dupee, Jr. and Robert M. Davies
(collectively, the "New Directors"). Messrs. Cleaver and Dupee have been named
Class II directors, and Mr. Davies has been named a Class I director. Mr. Dupee
has been added to the Board's executive committee, which has been increased in
size from three to four members.
2. Renomination of Class II Directors. Messrs. Cleaver and Dupee and Ms.
Florence F. Courtright will be included in the slate of nominees recommended by
the Board for election as directors (the "Board Slate") at the Company's 1998
annual meeting of shareholders (the "1998 Annual Meeting"). The Company will
file preliminary proxy materials for such meeting with the Securities and
Exchange Commission not later than June 1, 1998, and the record date for such
meeting will be not later than June 15, 1998. The Company will use its best
efforts to hold such meeting by July 31, 1998 and to hold the 1999 annual
meeting of shareholders ("1999 Annual Meeting") by June 30, 1999; and if it is
not reasonably practicable to hold any such meeting by such date, the Company
shall use its best efforts to hold such meeting at the earliest possible date
thereafter.
3. Amendments to Bylaws and Certificate Proposed at 1998 Annual Meeting.
The Board has approved the amendments to the Bylaws, Certificate and the rights
agreement between the Company and American Stock Transfer & Trust Company, as
Rights Agent, dated as of February 24, 1998 (the "Rights Agreement") attached as
Exhibit A (the "Amendments"), subject to approval of the Amendments by a
majority of the outstanding shares of common stock, par value $.01 per share
(the "Shares") at the 1998 Annual Meeting. The Board will submit the Amendments
to a shareholder vote at the 1998 Annual Meeting and will recommend approval of
the Amendments by shareholders and will use its best efforts to obtain proxies
from the
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Company's shareholders to vote in favor of the Amendments, the Board Slate and
the reimbursement of Soliciting Shareholder expenses pursuant to Section 5. The
Subscribing Shareholders will support, and will cooperate with the Company to
cause shareholders to vote in favor of, the election of the Board Slate, the
adoption of the Amendments and the reimbursement of such shareholder expenses.
If approved by shareholders, the Amendments will become effective immediately,
subject (in the case of amendments to the Company's Certificate) to any required
filings of such amendments. Prior to such shareholder vote, the Board will not
change the number of directors who constitute the Board.
4. Restrictions on Issuance of Voting Stock. Prior to the beginning of the
term of the directors elected at 1999 Annual Meeting, the Company will not issue
or agree to issue voting stock (excluding stock issued pursuant to the Rights
Plan and shares issuable under currently outstanding stock options plus
additional option grants consistent with past practice under existing stock
option plans) that in the aggregate carries more than 20% of the voting power of
the Shares outstanding on the date hereof without the approval of the requisite
vote of the Board, including the affirmative vote of at least two of the New
Directors (the "Required Director Vote") or approval by a shareholder vote. Any
voting stock so approved by the Required Director Vote or by a shareholder vote
shall not count against such 20% limit unless otherwise provided in such
approval. Any preferred stock (other than preferred stock issued pursuant to the
Rights Agreement) that the Company issues or agrees to issue after the date
hereof and prior to the conclusion of the 1999 Annual Meeting ("New Preferred
Stock") will not have the right to vote as a class except as otherwise provided
in the first sentence of Section 242(b)(2) of the Delaware General Corporation
Law. Any New Preferred Stock which is convertible into Shares ("New Convertible
Preferred Stock") shall not be entitled to more than one vote per share
multiplied by the number of Shares into which a share of such New Convertible
Preferred Stock is convertible. Any New Preferred Stock that is not convertible
into Shares ("New Non-convertible Preferred Stock") shall not be entitled to
more votes per share than the number of Shares having a market price equal to
the fair market value of such New Non-convertible Preferred Stock at the time
such New Non-convertible Preferred Stock is issued, taking into account the
illiquidity and rights and preferences of such Non-convertible Preferred Stock.
5. Agreements by Shareholder; Reimbursement of Expenses. Simultaneously
with the execution of this Agreement, the Soliciting Shareholder is hereby
terminating the Consent Solicitation. The Company will reimburse the Soliciting
Shareholder's fees and expenses (not to exceed $450,000) related to the Consent
Solicitation and the negotiation of this Agreement promptly after the
satisfaction of the conditions to such reimbursement subject to reasonable
documentation of such fees and expenses and approval of such reimbursement by
(a) holders of at least 50% of the outstanding Shares (with such approval deemed
to have been given by all Shares beneficially owned by the Subscribing
Shareholders or covered by agreements with the Company to vote in favor of the
reimbursement of such expenses at the 1998 Annual Meeting), or (b) the
affirmative vote of the majority of the Shares present in person or by proxy at
the 1998 Annual Meeting and entitled to vote on such matter. Unless the approval
referred to in (a) above has previously been obtained, the Board will submit
such reimbursement to a shareholder vote at the 1998 Annual Meeting and will
recommend approval of such reimbursement by shareholders.
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6. Joint Press Release. Simultaneously with the execution of this
Agreement, the Company and the Soliciting Shareholder are issuing a joint press
release approved by both parties.
7. Voting Agreement of Subscribing Shareholders. Each of the Subscribing
Shareholders agrees that all Shares as to which such Subscribing Shareholder or
any of its affiliates has the power to direct the vote on the record date for
the 1998 Annual Meeting, shall be voted at such meeting in favor of the Board
Slate, the Amendments and the reimbursement of the Soliciting Shareholder's
expenses. If any Shares as to which a Subscribing Shareholder has the power to
direct the vote are transferred prior to such record date, such Subscribing
Shareholder shall obtain an agreement from the transferee assuming such
Subscribing Shareholder's obligations under this sentence and the immediately
preceding sentence. Each of the Subscribing Shareholders agrees that it will not
take any of the following actions in respect of the Company prior to the 1999
Annual Meeting: 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 stockholders or solicit votes for shareholders to call such a meeting.
8. Termination of Litigation. Promptly after the execution of this
Agreement, the parties shall execute stipulations of dismissal in the forms
annexed hereto as Exhibits I and II dismissing with prejudice and with each
party to bear its own costs the action entitled Dupee v. Maxicare Health Plans,
Inc., Case No. 98-127 (D. Del.), pending in the United States District Court for
the District of Delaware, and the action entitled Dupee v. Maxicare Health
Plans, Inc. et al., Civil Action No. 16274NC (Del. Ch.), pending in the Delaware
Court of Chancery, including all claims and counterclaims asserted or that could
have been asserted in those actions; provided, however, that such dismissals
shall not have, and no party shall contend that such dismissals have, any res
judicata, collateral estoppel or other preclusive effect with respect to any
claims arising from or relating to, in part or in whole, any action by the
Company or the Board (or members thereof) or the Soliciting Shareholder or any
other shareholder taken or not taken on or after the date of this Agreement or
with respect to any claims arising out of any proxy solicitation or consent
solicitation undertaken by the Soliciting Shareholder or any other shareholder
after the date of this Agreement in accordance with the terms of this Agreement.
9. Voting Agreements with Other Shareholders. The Company has delivered to
the Soliciting Shareholder correct copies of voting agreements it has entered
into with Franklin Resources, Inc. Heartland Advisors, Inc., King Investment
Advisors, Inc., Par Capital and Snyder Capital Management, L.P. The Company will
not alter, amend, change, waive, terminate or otherwise modify any such
agreements without the written consent of the Soliciting Shareholder.
10. Miscellaneous.
(a) This agreement shall not be altered, amended, changed, waived,
terminated or otherwise modified except by a writing signed by the party to
be charged.
(b) This agreement shall be interpreted and enforced in accordance
with the laws of the State of Delaware applicable to contracts made and to
be performed there, and any legal
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action or proceeding with respect to this agreement may be brought in the courts
of the State of Delaware or the United States District Court for the District of
Delaware, and each party accepts the exclusive jurisdiction of such courts.
(c) This agreement may be executed in several counterparts, each of
which shall be deemed an original.
(d) Each of the parties acknowledges and agrees that irreparable
damages would occur if any of the provisions of this agreement were not
performed in accordance with their specific terms or were otherwise
breached. Accordingly, it is agreed that the parties shall be entitled to
an injunction or injunctions to prevent breaches of this agreement and to
enforce specifically the terms of this agreement in any court having
jurisdiction, in addition to any other remedy to which they may be entitled
at law or equity.
(e) The parties acknowledge and agree that this Agreement is not an
agreement, arrangement or understanding of the type referred to in Section
1(d)(iii) of the Company's Shareholders Rights Plan, and the Subscribing
Shareholders and the persons entering into the agreements referred to in
Section 9 shall not be deemed Acquiring Persons as that term is used in the
Shareholders Rights Plan by virtue of anything contained in this Agreement
or those agreements or any acts or transactions contemplated thereby.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.
MAXICARE HEALTH PLANS, INC.
By /s/ Peter J. Ratican
-------------------------
Name: Peter J. Ratican
Title: President
/s/ Paul R. Dupee, Jr.
--------------------------
Paul R. Dupee, Jr.
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AMERICAN OPPORTUNITY TRUST PLC
By /s/ J.O. Hambro
--------------------
Name: J.O. Hambro
Title: Authorized Signatory
NORTH ATLANTIC SMALLER COMPANIES
INVESTMENT TRUST PLC
By /s/ J.O. Hambro
---------------------
Name: J.O. Hambro
Title: Authorized Signatory
J.O. HAMBRO CAPITAL MANAGEMENT LIMITED
By /s/ J.O. Hambro
---------------------
Name: J.O. Hambro
Title: Authorized Signatory
