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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ X ].
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 3,308,300
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING
PERSON None
WITH
9. SOLE DISPOSITIVE POWER
3,496,400
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,496,400
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions).
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
14. TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 577904204 13D
Item 1. Security and Issuer.
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This statement relates to the shares of the common stock, $0.01 par value
per share, of Maxicare Health Plans, Inc. (the "Shares"), a Delaware Corporation
(the "Company"). The principal executive offices of the Company are located at
1149 South Broadway Street, Los Angeles, CA 90015.
Item 2. Identity and Background.
------------------------
This statement is being filed by Heartland Advisors, Inc., a Wisconsin
corporation ("HAI"). HAI is a registered investment advisor which provides
investment advisory services to series of Heartland Group, Inc., a registered
investment company ("Heartland Group"), as well as private investment advisory
clients (the "Accounts").
William J. Nasgovitz, President of HAI, is a controlling person of HAI
through his ownership of a majority of its outstanding stock. Information
regarding Mr. Nasgovitz and the name, business address, principal occupation and
citizenship of each of the executive officers and directors of HAI is set forth
in Schedule A hereto.
Item 3. Source and Amount of Funds or Other Consideration.
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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 1,865,000 Shares, which were purchased for
cash, or on margin in accordance with margin agreements on industry standard
terms, in the amount of $28,166,705.39, 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 4. Purpose of Transaction.
----------------------
The purpose of HAI in having the Heartland Fund and the Accounts purchase
Shares was to acquire an equity interest in the Company in pursuit of specified
investment objectives established by the Board of Directors of Heartland Group
and by the advisory clients for the Accounts.
A representative of the Company contacted HAI regarding its position with
respect to support of a Bylaw Amendment to facilitate shareholder nominations to
the Board and a related amendment to a shareholder rights agreement as well as a
proposal to nominate a slate of specific nominees to the Board and the
reimbursement of certain expenses of a dissident shareholder incurred in
connection with negotiating the proposals and certain other activities relating
thereto. In response, HAI indicated that it would consider and be willing to
support proposals in this regard if shareholders were asked to do so, assuming
of course, that it determined the proposals to be in the best interests of its
clients.
Except as set forth herein, HAI has no present plan or proposal which
relates to or would result in (i) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, or sale or transfer of a material
amount of assets involving the Company or any of its subsidiaries, (ii) any
change in the Company's present Board of Directors or management, (iii) any
material changes in the Company's present capitalization or dividend policy or
any other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or by-laws, or (v) the Company's common
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stock becoming delisted, unauthorized for quotation, or eligible for termination
of registration pursuant to Section 12 (g) (4) of the Securities Exchange Act of
1934.
As permitted by law, HAI may purchase additional Shares or dispose of any
or all of the Shares from time to time in the open market, in privately
negotiated transactions, or otherwise, depending upon future evaluations of the
prospects of the Company and upon other developments, including general economic
and stock market conditions.
Item 5. Interest in Securities of the Issuer.
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(a) As investment advisor to the Heartland Fund and the Accounts, HAI may
be deemed the beneficial owner of 3,496,400 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 3,496,400 Shares held by the Heartland Fund and the
Accounts. HAI has sole power to vote the 1,631,400 Shares held by the Heartland
Fund in accordance with voting guidelines approved by Heartland Group's Board of
Directors. HAI, as investment advisor to the Accounts, has sole power to vote
or direct the voting of 1,676,900 Shares, and no power to vote or to direct the
voting of 188,100 Shares, owned by the Accounts. 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) Neither HAI nor, to the best knowledge of HAI, any of the persons named
in Schedule A hereto has effected any transaction in Shares during the past 60
days.
(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 Value Fund individually relates to more than 5% of the class.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
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Securities of the Issuer.
------------------------
Neither HAI nor, to the best knowledge of HAI, any of the persons named in
Schedule A hereto has any contract, arrangement, understanding or relationship
on behalf of the Heartland Fund or the Accounts with any person with respect to
any securities of the Company.
Item 7. Material to be Filed as Exhibits.
---------------------------------
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: May 15, 1998
HEARTLAND ADVISORS, INC.
By: PATRICK J. RETZER
Patrick J. Retzer
Senior Vice President/Treasurer
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Schedule A
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The name and present principal occupation or employment of each executive
officer and director of HAI are set forth below. The business address of each
person is 790 N. Milwaukee Street, Milwaukee, WI 53202. All of the persons
listed below are U.S. citizens.
<TABLE>
<CAPTION>
Name Principal Occupation
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<S> <C>
William J. Nasgovitz Director, President, Heartland Advisors, Inc.;
Director, President, Heartland Group, Inc.
Patrick J. Retzer Director, Senior Vice President/Treasurer,
Heartland Advisors, Inc.; Director, Vice
President/Treasurer, Heartland Group, Inc.
Jilaine H. Bauer Senior Vice President and General Counsel,
Heartland Advisors, Inc.
Kenneth J. Della Chief Financial Officer, Heartland Advisors,
Inc.
Lois J. Schmatzhagen Secretary, Heartland Advisors, Inc.; Secretary,
Heartland Group, Inc.
Kevin D. Clark Senior Vice President - Trading, Heartland
Advisors, Inc.
Eric J. Miller Senior Vice President, Heartland Advisors, Inc.
Paul T. Beste Investment Operations Officer, Heartland
Advisors, Inc.; Vice President and Principal
Accounting Officer, Heartland Group, Inc.
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