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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
(Title of Class of Securities)
577904204
(CUSIP Number)
Jilaine Hummel Bauer
Senior Vice President and General Counsel
Heartland Advisors, Inc.
790 N. Milwaukee Street
Milwaukee, WI 53202
414-347-7777
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 19, 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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-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 (S)240.13d-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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 577904204 13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HEARTLAND ADVISORS, INC.
#39-1078128
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
00 - Funds of investment advisory clients
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ].
6. CITIZENSHIP OR PLACE OF ORGANIZATION
WISCONSIN, U.S.A.
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 1,746,800
OWNED BY
EACH
REPORTING 8. SHARED VOTING POWER
PERSON None
WITH
9. SOLE DISPOSITIVE POWER
3,577,400
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,577,400
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions).
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0% (rounded up to nearest tenth)
14. TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 577904204 13D
Heartland Advisors, Inc. (HAI) hereby amends, as set forth below, its Statement
on Schedule 13D filed on May 18, 1998 (the "Statement") relating to the Shares
of Maxicare Health Plans, Inc. Capitalized terms used herein that are not
otherwise defined shall have the meanings given to them in the Statement.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The Heartland Value Fund (the "Heartland Fund"), a series of Heartland
Group, holds an aggregate of 1,631,400 Shares, which were purchased for cash in
the amount of $28,376,164.81, including brokerage commissions. The assets of the
Heartland Fund were used to purchase such Shares and no part of the purchase
price was represented by borrowed funds.
The Accounts own an aggregate of 1,946,000 Shares, which were purchased for
cash, or on margin in accordance with margin agreements on industry standard
terms, in the amount of $28,902,818.39, including brokerage commissions. Except
for margin purchases, the assets of the Accounts were used in making such
purchases and no part of the purchase price was represented by borrowed funds.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As investment advisor to the Heartland Fund and the Accounts, HAI may
be deemed the beneficial owner of 3,577,400 Shares of the Company. To the best
knowledge of HAI, none of the persons named in Schedule A hereto beneficially
owns any other Shares of the Company.
(b) HAI, as investment advisor to the Heartland Fund and the Accounts, has
sole power to dispose of all 3,577,400 Shares held by the Heartland Fund and the
Accounts. HAI, as investment advisor to the Accounts, has sole power to vote or
direct the voting of 1,746,800 Shares, and no power to vote or to direct the
voting of 199,200 Shares, owned by the Accounts. HAI has no power to vote the
1,631,400 Shares held by the Heartland Fund. To the best knowledge of HAI, other
than in connection with their respective positions and relationships with HAI,
none of the persons named in Schedule A hereto has the sole power to dispose of
or to vote Shares of the Company.
(c) Since filing the Statement, HAI effected the following transactions on
behalf of the Accounts, all of which were open-market purchase transactions:
<TABLE>
<CAPTION>
Date of Transaction No. of Shares Price per Share
------------------- ------------- ---------------
<C> <S> <C>
5/29/98 600 Shares $ 9.00
5/29/98 1,000 Shares $ 9.00
5/29/98 1,300 Shares $ 9.00
5/29/98 300 Shares $ 9.00
5/29/98 1,000 Shares $ 9.00
5/29/98 4,100 Shares $ 9.00
5/29/98 4,100 Shares $ 9.00
5/29/98 2,500 Shares $ 9.00
5/29/98 300 Shares $ 9.00
5/29/98 500 Shares $ 9.00
5/29/98 8,400 Shares $ 9.00
6/3/98 3,900 Shares $9.125
6/3/98 3,900 Shares $9.125
6/3/98 1,800 Shares $9.125
6/3/98 400 Shares $9.125
</TABLE>
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<TABLE>
Date of Transaction No. of Shares Price per Share
------------------- ------------- ---------------
<C> <S> <C>
6/4/98 200 Shares $ 9.125
6/4/98 2,100 Shares $ 9.125
6/4/98 3,800 Shares $ 9.125
6/4/98 400 Shares $ 9.125
6/4/98 200 Shares $ 9.125
6/4/98 2,200 Shares $ 9.125
6/4/98 200 Shares $ 9.125
6/4/98 4,900 Shares $ 9.125
6/4/98 1,000 Shares $ 9.125
6/4/98 300 Shares $ 9.125
6/4/98 3,100 Shares $ 9.125
6/4/98 2,300 Shares $ 9.125
6/4/98 900 Shares $ 9.125
6/4/98 2,100 Shares $ 9.125
6/4/98 3,600 Shares $ 9.125
6/4/98 1,000 Shares $ 9.125
6/4/98 1,800 Shares $ 9.125
6/4/98 900 Shares $ 9.125
6/4/98 1,500 Shares $ 9.125
6/4/98 6,700 Shares $ 9.125
6/4/98 4,900 Shares $ 9.125
6/4/98 1,300 Shares $ 9.125
6/4/98 500 Shares $ 9.125
6/8/98 1,000 Shares $9.1255
</TABLE>
(d) Since the Shares are held in investment advisory accounts of HAI, various
persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such Shares. The interest of
the Heartland Fund individually relates to more than 5% of the class.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATE: June 22, 1998
HEARTLAND ADVISORS, INC.
By: PATRICK J. RETZER
Patrick J. Retzer
Senior Vice President/Treasurer
