UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of Report (Date of earliest event reported) With respect to
Item 5. - July 29, 1994. With respect to Item 4. - August 1, 1994.
MAXICARE HEALTH PLANS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-12024 95-3615709
(Name or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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1149 South Broadway Street, Los Angeles, California 90015
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (213) 765-2000
Exhibit Index at 5 of 6
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Item 4. Changes in Registrant's Certifying Accountants.
(a) Previous independent accountants
On August 1, 1994 Maxicare Health Plans, Inc. ("Maxicare")
dismissed Price Waterhouse as its independent accountants.
The reports of Price Waterhouse on the consolidated
financial statements for the past two years contained no
adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principles.
Maxicare's Audit Committee participated in and approved
the decision to change independent accountants.
In connection with its audits for the two most recent
years and through August 1, 1994, there have been no
disagreements with Price Waterhouse on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of
Price Waterhouse, would have caused them to make reference
to the subject matter of the disagreements(s) in
connection with their reports.
Maxicare has requested that Price Waterhouse furnish it
with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above
statements. A copy of such letter, dated August 5, 1994
is filed as Exhibit 16 to this Form 8-K.
(b) New independent accountants
Maxicare engaged Ernst & Young as its new independent
accountants as of August 5, 1994. During the two most
recent fiscal years and through August 1, 1994 Maxicare
has not consulted with Ernst & Young regarding the
application of accounting principles to a specified
transaction, either completed or proposed; or the type of
audit opinion that might be rendered on Maxicare's
financial statements, and neither a written report was
provided to Maxicare nor oral advice provided that Ernst &
Young concluded was an important factor considered by
Maxicare in reaching a decision as to the accounting,
auditing or financial reporting issue; or any matter that
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was either the subject of a disagreement (as defined in
Regulation S-K Item 304(a)(1)(iv) and the related
instructions to this item) or a reportable event (as
described in Regulation S-K Item 304(a)(1)(v)).
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Item 5. Other Events
Maxicare Health Plans, Inc. realized net proceeds of
approximately $4.2 million from the exercise of
outstanding warrants in connection with its previously
announced warrant redemption which was consummated on July
29, 1994. Prior to the redemption there were
approximately 555,000 warrants outstanding. In accordance
with the terms of the Warrant Agreement, approximately
420,000 of the Company's warrants were exercised at $9.98
per warrant. All former warrant holders who did not
exercise their warrants are entitled to receive the
redemption price of $.05 per share upon tender of their
certificates to the warrant agent, American Stock Transfer
& Trust Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Maxicare Health Plans, Inc.
(Registrant)
August 5, 1994 By /s/ EUGENE L. FROELICH
Eugene L. Froelich
Chief Financial Officer
and Executive Vice President -
Finance and Administration
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INDEX TO EXHIBITS
Exhibit Sequential
Number Description Page Number
16 Letter re change in certifying accountant 6 of 6
5 of 6
EXHIBIT 16
August 5, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
MAXICARE HEALTH PLANS, INC.
We have read Item 4 of Maxicare Health Plans, Inc.'s Form 8-K
dated August 1, 1994 and are in agreement with the statements
contained in paragraph 4(a) therein.
Sincerely,
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/s/ PRICE WATERHOUSE
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