-----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, PmtyjIjgqM5Qj8Utfa8eRelzkdDGmTNeVfsW0yta3SeDd+nPXsRNVYf8XQCkDzkw j+urq6iOhfDApV8nUFzh4Q== 0000950134-04-001792.txt : 20040213 0000950134-04-001792.hdr.sgml : 20040213 20040213155933 ACCESSION NUMBER: 0000950134-04-001792 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040213 GROUP MEMBERS: DAVID EINHORN GROUP MEMBERS: GREENLIGHT CAPITAL INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARINER HEALTH CARE INC CENTRAL INDEX KEY: 0000882287 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 742012902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43594 FILM NUMBER: 04599055 BUSINESS ADDRESS: STREET 1: ONE RAVINA DR STE 1500 STREET 2: STE 800 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 6784437000 MAIL ADDRESS: STREET 1: ONE RAVINA DRIVE SUITE 1500 STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30346 FORMER COMPANY: FORMER CONFORMED NAME: MARINER POST ACUTE NETWORK INC DATE OF NAME CHANGE: 19980811 FORMER COMPANY: FORMER CONFORMED NAME: PARAGON HEALTH NETWORK INC DATE OF NAME CHANGE: 19971104 FORMER COMPANY: FORMER CONFORMED NAME: LIVING CENTERS OF AMERICA INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL LLC CENTRAL INDEX KEY: 0001040272 IRS NUMBER: 133886851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVE SUITE 875 CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 875 CITY: NEW YORK STATE: NY ZIP: 10170 SC 13G/A 1 d12668csc13gza.htm AMENDMENT NO. 2 TO SCHEDULE 13G sc13gza
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)

MARINER HEALTH CARE, INC.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

698940103

(Cusip Number)

December 31, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        x Rule 13d-1 (c)

        o Rule 13d-1 (d)

1 of 7

Table of Contents

             
13G/A
CUSIP No. 698940103
  1. Name of Reporting Person:
Greenlight Capital, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
138,529
6. Shared Voting Power:
0
7. Sole Dispositive Power:
138,529
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
138,529
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*
o
  11.Percent of Class Represented by Amount in Row (9):
0.7%**
  12.Type of Reporting Person*
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

2 of 7

Table of Contents

             
13G/A
CUSIP No. 698940103
  1. Name of Reporting Person:
Greenlight Capital, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
131,000
6. Shared Voting Power:
0
7. Sole Dispositive Power:
131,000
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
131,000
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*
o
  11.Percent of Class Represented by Amount in Row (9):
0.7%**
  12.Type of Reporting Person*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

3 of 7

Table of Contents

             
13G/A
CUSIP No. 698940103
  1. Name of Reporting Person:
David Einhorn		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S. Citizen
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
269,529
6. Shared Voting Power:
0
7. Sole Dispositive Power:
269,529
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
269,529
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*
o
  11.Percent of Class Represented by Amount in Row (9):
1.3%**
  12.Type of Reporting Person*
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

4 of 7

Item 4 Ownership.
Item 5 Ownership of Fie Percent or Less of a Class.
Item 10 Certification.
SIGNATURE
Joint Filing Agreement

Table of Contents

AMENDMENT NO. 2 TO SCHEDULE 13G

     This Amendment No. 2 to Schedule 13G (the “Schedule 13G”), relating to shares of common stock of Mariner Health Care, Inc., a Delaware corporation (the “Issuer”), is being filed with the Securities and Exchange Commission (the “Commission”) as an amendment to Schedule 13G filed with the Commission on February 14, 2002, as amended by Amendment No. 1 filed with the Commission on March 18, 2003 (the “Original Schedule 13G”). This Schedule 13G is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc” and together with Greenlight LLC, “Greenlight”) and Mr. David Einhorn, principal of Greenlight.

     This Schedule 13G relates to shares of Common Stock, par value $0.01, of the Issuer (“Common Stock”) purchased by Greenlight for the account of (i) Greenlight Capital, L.P. (“Greenlight Fund”), of which Greenlight LLC is the general partner, (ii) Greenlight Capital Qualified, L.P. (“Greenlight Qualified”), of which Greenlight LLC is the general partner and (iii) Greenlight Capital Offshore, Ltd. (“Greenlight Offshore”), to which Greenlight Inc acts as investment advisor.

 
Item 4    Ownership.

     Item 4 of the Original Schedule 13G is hereby amended and restated in its entirety as follows:

  (a)   Greenlight and Mr. Einhorn are the beneficial owners of 269,529 shares of Common Stock.

  (b)   Greenlight and Mr. Einhorn are the beneficial owners of 1.3% of the outstanding shares of Common Stock. This percentage is determined by dividing 269,529 by 20,000,000, the number of shares of Common Stock issued and outstanding as of October 31, 2003, as reported in the Issuer’s quarterly report on Form 10-Q filed November 14, 2003.

  (c)   Greenlight has the sole power to vote and dispose of the 269,529 shares of Common Stock beneficially owned by it. As the principal of Greenlight, Mr. Einhorn may direct the vote and disposition of the 269,529 shares of Common Stock beneficially owned by Greenlight.

 
Item 5    Ownership of Five Percent or Less of a Class.

     Item 5 of the Original Schedule 13G is hereby amended and restated in its entirety as follows:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

5 of 7

Table of Contents

 
Item 10    Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
Exhibits    Exhibit 1

Joint Filing Agreement dated February 10, 2004, between Greenlight and David Einhorn.

6 of 7

Table of Contents

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: February 10, 2004

         
    Greenlight Capital, L.L.C
         
    By:   /S/ DAVID EINHORN
       
        David Einhorn, Senior Managing Member
         
    Greenlight Capital, Inc.
         
    By:   /S/ DAVID EINHORN
       
        David Einhorn, President
         
    /S/ DAVID EINHORN
   
    David Einhorn

7 of 7 EX-1 3 d12668cexv1.htm JOINT FILING AGREEMENT exv1

 

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $.01 per share, of Mariner Health Care, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 10, 2004.

         
    Greenlight Capital, L.L.C.
         
    By:   /S/ DAVID EINHORN
       
        David Einhorn, Senior Managing Member
         
    Greenlight Capital, Inc.
         
    By:   /S/ DAVID EINHORN
       
        David Einhorn, President
         
    /S/ DAVID EINHORN
   
    David Einhorn

-----END PRIVACY-ENHANCED MESSAGE-----