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) February 13,
1995.
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.)
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
Index to Exhibits 4 of 5
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Item 5. Other Events
Maxicare Health Plans, Inc. (the "Company") announced on
February 13, 1995 that it will redeem all of its 2.29
million outstanding shares of the Series A Cumulative
Convertible Preferred Stock ("Series A Stock") on March
14, 1995. Holders of Series A Stock may either have their
shares redeemed by the Company at $25.4625 per share (the
"Redemption Price"), which represents the redemption price
of $25.00 per share plus accrued and unpaid dividends of
$.4625 per share, or convert their Series A Stock into
2.7548 shares of the Company's Common Stock ("Common
Stock") for each share of Series A Stock converted. Based
upon the February 10, 1995 closing price of $17.75 for the
Common Stock, holders of Series A Stock who convert their
shares would receive shares of Common Stock valued at
$48.90 for each share of Series A stock converted.
Holders of Series A Stock who wish to convert their shares
into Common Stock must deliver written notice of their
election to convert and tender the Series A Stock
certificates properly endorsed to the Redemption Agent,
American Stock Transfer & Trust Company no later than 5:00
P.M. (Eastern Standard Time) on March 9, 1995. After
March 14, 1995, the Series A Stock will no longer be
deemed to be outstanding and holders of Series A Stock
certificates will be entitled to receive only the
Redemption Price without additional interest thereon when
they surrender the Series A Stock Share certificates
properly endorsed to the Redemption Agent.
As of February 10, 1995, the Company had 10,862,945 shares
of Common Stock outstanding.
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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)
February 13, 1995 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
------- ----------------------------------------- -----------
20 Notice of Redemption 5 of 5
4 of 5
Exhibit 20
MAXICARE ANNOUNCES REDEMPTION OF PREFERRED STOCK
LOS ANGELES, CA. February 13, 1995 --- MAXICARE HEALTH PLANS, INC.
(NASDAQ-NMS:MAXI) announced today it will redeem all of its
approximately 2.3 million outstanding shares of the Series A
Cumulative Convertible Preferred Stock (the "Preferred Stock") on
March 14, 1995.
Holders of Preferred Stock may either redeem their shares at
$25.4625 per share (the "Redemption Price"), which represents the
redemption price of $25.00 per share plus accrued and unpaid
dividends of $.4625 per share, or convert their Preferred Stock
into 2.7548 shares of the Company's Common Stock ("Common Stock")
for each share of Preferred Stock converted. Based upon the
February 10, 1995 closing price of $17.75 for the Common Stock,
holders of Preferred Stock who convert their shares would receive
shares of Common Stock valued at $48.90 for each share of Preferred
Stock converted.
Holders of Preferred Stock who wish to convert their shares into
Common Stock must deliver written notice of their election to
convert and tender shares of Preferred Stock properly endorsed to
the Redemption Agent, American Stock Transfer & Trust Company, no
later than 5:00 P.M. (Eastern Standard Time) on March 9, 1995.
After March 14, 1995, the Preferred Stock will no longer be deemed
to be outstanding and holders of Preferred Stock certificates will
be entitled to receive only the Redemption Price without additional
interest thereon when they surrender the Preferred Stock Share
certificates properly endorsed to the Redemption Agent.
Maxicare Health Plans, Inc. is a managed health care company with
operations in California, Illinois, Indiana, Louisiana, North
Carolina, South Carolina and Wisconsin.
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