-----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, Dd4MxJ1BOLREUZJhyMpvL447N//RRwnClHaQ1e0ByDaJw4iMhmh9TfKg+okc/YN8 WkSO80+uEwsDTfGO2KDiEQ== 0000950135-98-004075.txt : 19980630 0000950135-98-004075.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950135-98-004075 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980629 SROS: NONE GROUP MEMBERS: PAR CAPITAL MANAGEMENT INC GROUP MEMBERS: PAR CAPITAL MANAGEMENT, INC. GROUP MEMBERS: PAR GROUP, L.P. GROUP MEMBERS: PAR INVESTMENT PARTNERS, L.P. 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: 98656967 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: PAR CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001051359 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CENTER SUITE 1600 CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6175268990 MAIL ADDRESS: STREET 1: ONE FINANCIAL CENTER SUITE 1600 CITY: BOSTON STATE: MA ZIP: 02111 SC 13D/A 1 AMENDED SCHEDULE 13D 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). 2 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! 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! 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! 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:
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* ------------ --------- ---- ------------- ------- ----------- 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)
5 of 8 6
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* ------------ --------- ---- ------------- ------- ----------- 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)
* 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 6 of 8 7 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. 7 of 8 8 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 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----