-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jxgM03MnXOEtDVwvCAnWDpGgckFoOCSzI9xyIYB6vb2G77aot40mc8Vaua1YncHw 6eoQkNq4Tsi2i6NRKxNFIA== 0000789625-95-000010.txt : 19950515 0000789625-95-000010.hdr.sgml : 19950515 ACCESSION NUMBER: 0000789625-95-000010 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950214 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAXICARE HEALTH PLANS INC CENTRAL INDEX KEY: 0000722573 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 953615709 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-35866 FILM NUMBER: 95510812 BUSINESS ADDRESS: STREET 1: 1149 S BROADWAY ST STREET 2: SUITE 910 CITY: LOS ANGELES STATE: CA ZIP: 90015 BUSINESS PHONE: 2137652000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY GROUP INC /DE/ CENTRAL INDEX KEY: 0000789625 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132838811 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1251 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127034000 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Maxicare Health ---------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------- (Title of class of securities) 577904204 ----------------------------------------------- (CUSIP number) Check the following box if a fee is being paid with this statement [X] (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). 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). SCHEDULE 13G CUSIP No. 577904204 PAGE 2 OF 9 PAGES 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Morgan Stanley Group Inc. IRS # 13-283-8891 2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION The state of organization is Delaware. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 908,700 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 908,711 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 908,711 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.40% 12. TYPE OF REPORTING PERSON* IA, CO * SEE INSTRUCTIONS BEFORE FILLING OUT ! SCHEDULE 13G CUSIP No. 577904204 PAGE 3 OF 9 PAGES 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Morgan Stanley & Co. Incorporated IRS # 13-265-5996 2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION The state of organization is Delaware. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 908,700 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 908,700 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 908,700 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.40% 12. TYPE OF REPORTING PERSON* BD, CO * SEE INSTRUCTIONS BEFORE FILLING OUT ! CUSIP NO. 577904204 PAGE 4 OF 9 PAGES Item 1(a) Name of Issuer -------------- Maxicare Health Item 1(b) Address of issuer's principal executive offices ----------------------------------------------- 1149 South Broadway Street Los Angeles, CA 90015 Item 2(a) Name of person filing --------------------- (a) Morgan Stanley Group Inc. (b) Morgan Stanley & Co. Incorporated Item 2(b) Principal business office ------------------------- (a) 1251 Avenue of the Americas New York, New York 10020 (b) 1221 Avenue of the Americas New York, New York 10020 Item 2(c) Citizenship ----------- Incorporated by reference to Item 4 of the cover page pertaining to each reporting person. Item 2(d) Title of class of Securities ---------------------------- Common Stock Item 2(e) Cusip No. --------- 577904204 Item 3 (a) Morgan Stanley Group Inc. is (e) an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940. (b) Morgan Stanley & Co. Incorporated is (a) a Broker- Dealer registered under Section 15 of the Securities Exchange Act of 1934. Item 4 Ownership --------- Incorporated by reference to Items (5) - (9) and (11) of the cover page pertaining to each reporting person. CUSIP NO. 577904204 PAGE 5 OF 9 PAGES Item 5 Ownership of 5 Percent or Less of a Class ----------------------------------------- Inapplicable Item 6 Ownership of More than 5 percent on Behalf of Another Person ------------------------------------------------------------ Accounts managed on a discretionary basis by Morgan Stanley & Co. Incorporated, a wholly owned subsidiary of Morgan Stanley Group Inc., are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of such securities. No such account holds more than 5 percent of the class. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company ------------------------------------------------------------ Inapplicable Item 8 Identification and Classification of Members of the Group --------------------------------------------------------- Inapplicable Item 9 Notice of Dissolution of Group ------------------------------ Inapplicable Item 10 Certification ------------- By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. CUSIP NO. 577904204 PAGE 6 OF 9 PAGES 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: February 14, 1995 Signature: /s/ Edward J. Johnsen ------------------------------------------ Name/Title: Edward J. Johnsen / Vice President Morgan Stanley & Co. Incorporated ---------------------------------------- MORGAN STANLEY GROUP INC. Date: February 14, 1995 Signature: /s/ Edward J. Johnsen ------------------------------------------- Name/Title: Edward J. Johnsen / Vice President Morgan Stanley & Co. Incorporated ----------------------------------------- MORGAN STANLEY & CO. INCORPORATED INDEX TO EXHIBITS PAGE ----------------- ---- EXHIBIT 1 Agreement to Make a Joint Filing. 7 EXHIBIT 2 Secretary's Certificate Authorizing Edward J. Johnsen to Sign on behalf of Morgan Stanley Group Inc. 8 EXHIBIT 3 Secretary's Certificate Authorizing Edward J. Johnsen to Sign on behalf of Morgan Stanley & Co. Incorporated. 9 EX-1 2 EXHIBIT 1 CUSIP NO. 577904204 PAGE 7 OF 9 PAGES EXHIBIT 1 TO SCHEDULE 13G February 14, 1995 MORGAN STANLEY GROUP INC. and MORGAN STANLEY & CO. INCORPORATED hereby agree that, unless differentiated, this Schedule 13G is filed on behalf of each of the parties. BY: /s/ Edward J. Johnsen ------------------------------------------ Morgan Stanley Group Inc. Edward J. Johnsen / Vice President Morgan Stanley & Co. Incorporated BY: /s/ Edward J. Johnsen ------------------------------------------ Morgan Stanley & Co. Incorporated Edward J. Johnsen / Vice President Morgan Stanley & Co. Incorporated EX-2 3 EXHIBIT 2 CUSIP NO. 577904204 PAGE 8 OF 9 PAGES EXHIBIT 2 SECRETARY'S CERTIFICATE I, Patricia A. Kurtz, a duly elected and acting Assistant Secretary of Morgan Stanley Group Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), certify that the following resolutions were duly and validly adopted by the Executive Committee of the Corporation by a Consent in Lieu of Meeting dated as of September 8, 1993 and that such resolutions are in full force and effect on the date hereof: RESOLVED, that the resolutions approved on April 23, 1991 in connection with the authorization of a specific individual to sign certain reports to be filed with the Securities and Exchange Commission ("SEC") are superseded by this resolution, and each of the following persons are authorized and directed to sign on behalf of the Corporation any reports to be filed under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with the SEC, such authorizations to cease automatically upon termination of their employment with Morgan Stanley & Co. Incorporated: Florence A. Davis Edward J. Johnsen ; and RESOLVED FURTHER, that any actions heretofore taken by Florence A. Davis or Edward J. Johnsen in connection with the responsibilities noted in the preceding resolution are confirmed, approved and ratified. IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal of the Corporation as of the 7th day of December, 1993. /s/ Patricia A. Kurtz ------------------------------- Patricia A. Kurtz Assistant Secretary [SEAL] EX-3 4 EXHIBIT 3 CUSIP NO. 577904204 PAGE 9 OF 9 PAGES EXHIBIT 3 SECRETARY'S CERTIFICATE I, Patricia A. Kurtz, the duly elected and acting Assistant Secretary of Morgan Stanley & Co. Incorporated, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), certify that the following resolutions were duly and validly adopted by the Administration Committee of the Board of Directors of the Corporation by a Consent in Lieu of a Meeting dated September 16, 1993 and that such resolutions are in full force and effect on the date hereof: RESOLVED, that Florence A. Davis and Edward J. Johnsen are severally authorized and directed to sign on behalf of the Corporation any reports to be filed under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with the Securities and Exchange Commission, such authorizations to cease automatically upon termination of employment with the Corporation or any of its affiliates; and RESOLVED FURTHER, that any actions heretofore taken by Florence A. Davis and Edward J. Johnsen in connection with the responsibilities noted in the preceding resolution are ratified, approved and confirmed. RESOLVED, that any and all actions to be taken, caused to be taken or heretofore taken by any officer of the Corporation in executing any and all documents, agreements and instruments and in taking any and all steps (including the payment of all expenses) deemed by such officer as necessary or desirable to carry out the intent and purposes of the foregoing resolutions are authorized, ratified and confirmed. IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal of the Corporation as of the 21st day of September 1993. /s/ Patricia A. Kurtz -------------------------------- Patricia A. Kurtz [SEAL] Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----