<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 1)*
MAXICARE HEALTH PLANS, INC.
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of class of securities)
577904204
----------------------------------------------------------
(CUSIP number)
Arthur G. Epker, III
Vice President
Par Capital Management, Inc.
One Financial Center, Suite 1600
(617) 526-8990
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
June 22, 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(e), 13d-1(f) or 13(d)-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule. See Rule 13d-7(b) for other parties to whom
copies are to be sent.
(Continued on the following pages)
(Page 1 of 8 Pages)
--------------------------------
*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.
The information required on 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 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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SCHEDULE 13D
CUSIP NO. 577904204 Page 2 of 8 Pages
- ----------------------------------------- -----------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PAR Investment Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 795,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 795,000
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
795,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14 TYPE OF REPORTING PERSON *
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 577904204 Page 3 of 8 Pages
- ----------------------------------------- -----------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PAR Group, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 795,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 795,000
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
795,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14 TYPE OF REPORTING PERSON *
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 577904204 Page 4 of 8 Pages
- ----------------------------------------- -----------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PAR Capital Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 795,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 795,000
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
795,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
PIP purchased 795,000 shares of Common Stock of the Issuer in
open market transactions. The sole source of the funds used in making purchases
of the Common Stock was the PIP cash account. No part of the purchase price is
represented by funds or other consideration borrowed or otherwise obtained for
the purpose of acquiring, holding, trading or voting the Common Stock. No source
of the funds is a loan made in the ordinary course of business by a bank, as
defined in Section 3(a)(6) of the Act. The amount of funds used in making the
purchases is set forth in Item 5.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of the date of this statement, PIP beneficially
owns and PAR Group and PAR Capital may be deemed to beneficially own 795,000
shares of the Common Stock of the Issuer, representing approximately 4.4% of the
number of shares of Common Stock of the Issuer currently outstanding. The number
of shares of Common Stock of the Issuer believed to be outstanding as of March
25, 1998, as reported in the Form 10-K of the Issuer for the year ending
December 31, 1997 (which is the most recently available filing by the Issuer
with the Commission) is 17,925,381. The total amount of funds used in purchasing
the 795,000 shares of Common Stock was $10,118,937.50.
To the best knowledge of PIP, PAR Group and PAR Capital, none
of PIP, PAR Group or PAR Capital, nor any officer or director of PIP, PAR Group
or PAR Capital beneficially owns any other shares of Common Stock of the Issuer.
Set forth below is the aggregate number of shares and
percentage of the outstanding Common Stock of the Issuer beneficially owned (i)
by PIP and (ii) to the knowledge of PIP, PAR Group and PAR Capital, by each
other person or entity that may be deemed to be a member of a group with PIP,
PAR Group and PAR Capital for the purposes of Section 13(d) of the Exchange Act
and the rules promulgated thereunder:
<TABLE>
<CAPTION>
Number of Number of
Aggregate Shares: Sole Number of Shares: Sole or
Number Power to Shares: Shared Shared Power to Approx.
FILING PARTY of Shares Vote Power to Vote Dispose Percentage*
------------ --------- ---- ------------- ------- -----------
<S> <C> <C> <C> <C> <C>
Paul R. Dupee 327,100 327,100 0 327,100 1.82%
(1)
J. O. Hambro 480,200 0 480,200 480,200 2.7%
Capital
Management
(1)
</TABLE>
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<TABLE>
<CAPTION>
Number of Number of
Aggregate Shares: Sole Number of Shares: Sole or
Number Power to Shares: Shared Shared Power to Approx.
FILING PARTY of Shares Vote Power to Vote Dispose Percentage*
------------ --------- ---- ------------- ------- -----------
<S> <C> <C> <C> <C> <C>
North Atlantic 305,000 0 305,000 305,000 1.7%
Smaller
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 3,496,400 3,308,300 0 3,496,400 19.5%
Advisors, Inc.
(1)
King 922,270 846,662 992,270 5.5%
Investment
Advisors, Inc.
(1)
Snyder Capital 2,053,700 117,500 1,811,800 2,053,700 11.5%
Management,
L.P. (1)
Par Investment 795,000 795,000 0 795,000 4.4%
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 Issuer'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 PIP 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, Opportunity and Dupee, the fact
that they are signatories to the Settlement Agreement, and (b) with respect to
PIP, PAR Group and PAR Capital and the other entities, by virtue of their having
entering into Voting Agreements with the Issuer provided for in the Settlement
Agreement. Since the Voting Agreement was executed, PIP, PAR Group and PAR
Capital have not acted in concert with any such persons or entities in
connection with the Issuer or its Common Stock, and do not believe that the
execution of the Voting Agreement makes the entities a group within the meaning
of Rule 13d-3 under the Exchange Act. Accordingly, PIP, PAR Group and PAR
Capital do not believe they are members of a group
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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 may not be current.
(c) Except for the purchase of the securities reported above,
to the best knowledge of PIP, PAR Group and PAR Capital, none of PIP, PAR Group
and PAR Capital, nor any officer or director of PAR Capital has effected any
transactions in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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SIGNATURE
After due inquiry, to the best of our knowledge and belief, we certify that
the information set forth in this statement is true, complete and correct.
Dated: June 29, 1998
PAR INVESTMENT PARTNERS, L.P.
By: PAR GROUP, L.P.
its general partner
By: PAR CAPITAL MANAGEMENT, INC.
its general partner
By: /s/ Arthur G. Epker, III, Vice President
----------------------------------------
Arthur G. Epker, III, Vice President
PAR GROUP, L.P.
By: PAR CAPITAL MANAGEMENT, INC.,
its general partner
By: /s/ Arthur G. Epker, III, Vice President
----------------------------------------
Arthur G. Epker, III, Vice President
PAR CAPITAL MANAGEMENT, INC.
By: /s/ Arthur G. Epker, III, Vice President
----------------------------------------
Arthur G. Epker, III, Vice President
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