-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Czlqse1ds0dAVh6zvRl+OJ8a3Gchxl1WtS8vftFwqWTs9GI6g7XVHf1n0/AeL6Pb hSVpgqiv0oN7EvFXZkCZDQ== 0000950131-98-004000.txt : 19980625 0000950131-98-004000.hdr.sgml : 19980625 ACCESSION NUMBER: 0000950131-98-004000 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980624 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 13D/A SEC ACT: SEC FILE NUMBER: 005-35866 FILM NUMBER: 98653079 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: HEARTLAND ADVISORS INC CENTRAL INDEX KEY: 0000937394 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 391078128 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 790 NORTH MILWAUKEE STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4143477777 MAIL ADDRESS: STREET 1: 790 NORTH MILWAUKEE STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 SC 13D/A 1 MAXICARE HEALTH PLANS, INC. 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). 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 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:
Date of Transaction No. of Shares Price per Share ------------------- ------------- --------------- 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
Date of Transaction No. of Shares Price per Share ------------------- ------------- --------------- 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
(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 -----END PRIVACY-ENHANCED MESSAGE-----