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UNITED STATES
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)
Neil J. Koren
Shartsis Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 17, 2000
(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 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 Rule 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 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 ("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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
SEC 1746 (10-97)
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CUSIP No. 577904204 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Snyder Capital Management, L.P.
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 4,544,100
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,027,000
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,027,000
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.0%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN, IA
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CUSIP No. 577904204 13D Page 3 of 8 Pages
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Snyder Capital Management, Inc.
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 4,544,100
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,027,000
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,027,000
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.0%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 577904204 13D Page 4 of 8 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of Maxicare
Health Plans, Inc. (the "Issuer"). The principal executive office of the
Issuer is located at 1149 S. Broadway Street, No. 925, Los Angeles, CA
90015.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and
controlling persons, and the information regarding them, are as follows:
(a) The names of the persons filing this statement are Snyder Capital
Management, L.P. ("SCMLP") and Snyder Capital Management, Inc. ("SCMI")
(collectively, the "Filers"). Persons enumerated in Instruction C of
Schedule 13D are Alan Barry Snyder ("Snyder"), Walter Niemasik, Jr.
("Niemasik"), Margot Thorington Murtaugh ("Murtaugh"), Robert James Stanton
("Stanton"), Steven James Block ("Block"), Peter Stuart Voss ("Voss"),
Susan Roberta Katz-Snyder ("Katz-Snyder") and Sherry Ann Umberfield
("Umberfield") (collectively, with the Filers, the "Named Persons").
Both SCMLP and SCMI are wholly owned by Nvest Companies, L.P.
("Nvest Companies"), a limited partnership affiliated with Nvest, L.P., a
publicly traded limited partnership. The general partner of Nvest, L.P.
and the managing general partner of Nvest Companies is an indirect, wholly
owned subsidiary of Metropolitan Life Insurance Company ("MetLife"). As of
March 31, 1998, MetLife beneficially owned all of the general partner
interests in Nvest Companies and Nvest, L.P. and, in the aggregate, general
partner and limited partner interests in Nvest Companies and Nvest, L.P.
representing approximately 47% of the economic interests in the business of
Nvest Companies.
SCMI and Nvest Companies operate under an understanding that all
investment and voting decisions regarding managed accounts are to be made
by SCMI and SCMLP and not by Nvest Companies or any entity controlling
Nvest Companies. Accordingly, SCMI and SCMLP do not consider Nvest
Companies or any entity controlling Nvest Companies to have any direct or
indirect control over the securities held in managed accounts.
(b) The business address of SCMLP, SCMI, Snyder, Niemasik, Murtaugh,
Stanton, Block and Katz-Snyder is 350 California Street, San Francisco, CA
94104. The business address of Voss, Umberfield, Nvest Companies and
Nvest, L.P. is 399 Boylston Street, Boston, MA 02116. The business address
of MetLife is One Madison Avenue, New York, New York 10010.
(c) SCMLP is an investment adviser registered under the Investment
Advisers Act of 1940. SCMI is the sole general partner of SCMLP. Snyder
is the President of SCMI. Niemasik, Murtaugh, Stanton and Block are the
Vice Presidents of SCMI. Snyder, Niemasik, Voss, Katz-Snyder and
Umberfield are the directors of SCMI. Voss and Umberfield are also the
President and Executive Vice President, respectively, of Nvest Companies.
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CUSIP No. 577904204 13D Page 5 of 8 Pages
(d) During the last five years, none of the Named Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Named Persons was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) SCMLP is a Delaware limited partnership. SCMI is a Delaware
corporation. Snyder, Niemasik, Murtaugh, Stanton, Block, Voss, Katz-Snyder
and Umberfield are all citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as
follows:
Purchaser Source of Funds Amount
SCMLP Funds Under Management $1,876,611,576
* Represents funds of SCMLP's advisory clients invested in the Stock
ITEM 4. PURPOSE OF TRANSACTION.
The Stock was acquired by SCMLP on behalf of its advisory clients for the
purpose of investment. None of the Filers has any present plans or
intentions to acquire or dispose of any securities of the Issuer other than
on behalf of SCMLP's advisory clients for the purpose of investment. Other
than as described below, none of the Filers has any present plans or
proposals which relate to, or would result in, any of the transactions or
events described in Item 4 of Schedule 13D.
SCMLP may decide to purchase at any time or times on behalf of its advisory
clients additional shares of the Stock or other securities of the Issuer.
SCMLP may at any time or times cause its advisory clients to dispose of any
or all securities of the Issuer in any lawful manner. SCMLP's advisory
clients reserve all of their rights as stockholders of the Issuer and may
exercise those rights in any manner that they or SCMLP considers to be in
the interests of such clients.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) To the knowledge of the Filers, the beneficial ownership of
the Stock by the Named Persons in Item 2 of this statement is as follows at
the date hereof:
Aggregate
Beneficially Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
SCMLP 5,027,000 28.0% 0 4,544,000 0 5,027,000
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CUSIP No. 577904204 13D Page 6 of 8 Pages
SCMI 5,027,000 28.0% 0 4,544,000 0 5,027,000
Snyder 0% -0- -0- -0- -0- -0-
Niemasik 0% -0- -0- -0- -0- -0-
Murtaugh 0% -0- -0- -0- -0- -0-
Stanton 0%% -0- -0- -0- -0- -0-
Block 0% -0- -0- -0- -0- -0-
Voss 0% -0- -0- -0- -0- -0-
Katz-Snyder 0% -0- -0- -0- -0- -0-
Umberfield 0% -0- -0- -0- -0- -0-
(c) The persons filing this statement effected the following transactions
in the Stock on the dates indicated, and such transactions are the only
transactions in the Stock by the persons filing this statement since
February 17, 2000:
Purchase Number Price
Name or Sale Date of Shares Per Share
SCMLP P 4/17/00 1,542,600 $1,515
Each of the above transactions was executed through Nasdaq as an over-the-
counter transaction.
(d) SCMLP is a registered investment adviser whose clients have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Stock. No individual client's holdings of
the Stock are more than five percent of the class.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
SCMLP is a registered investment adviser whose clients have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the various securities in which their assets are
invested, including the Stock. Depending on SCMLP's agreements with each
advisory client, the client may have no right, a shared right or an
exclusive right to direct the voting of the Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Agreement Regarding Joint Filing of Statement on Schedule 13D
or 13G.
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CUSIP No. 577904204 13D Page 7 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify
that the information set forth in this statement is true, complete and
correct.
DATED: April 26, 2000
Snyder Capital Management, L.P.
By: Snyder Capital Management, Inc., General Partner
By: Steven J. Block, Vice President
Snyder Capital Management, Inc.
By: Steven J. Block, Vice President
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CUSIP No. 577904204 13D Page 8 of 8 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange
Commission (the "SEC") any and all statements on Schedule 13D or Schedule
13G (and any amendments or supplements thereto) required under section
13(d) of the Securities Exchange Act of 1934, as amended, in connection
with purchases by the undersigned of the common stock of Maxicare Health
Plans, Inc. For that purpose, the undersigned hereby constitute and
appoint Snyder Capital Management, L.P., a Delaware corporation, as their
true and lawful agent and attorney-in-fact, with full power and authority
for and on behalf of the undersigned to prepare or cause to be prepared,
sign, file with the SEC and furnish to any other person all certificates,
instruments, agreements and documents necessary to comply with section
13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended,
in connection with said purchases, and to do and perform every act
necessary and proper to be done incident to the exercise of the foregoing
power, as fully as the undersigned might or could do if personally present.
DATED: April 26, 2000
Snyder Capital Management, L.P.
By: Snyder Capital Management, Inc., General Partner
By: Steven J. Block, Vice President
Snyder Capital Management, Inc.
By: Steven J. Block, Vice President
NJK\3321\002\1097526.01
