-----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, AmFlq9sP03QqnqtFra7uLRFAhsZsPB4VYpk/sZGd96AjrHR7HFWbTvu+SGuJz+UL viqpZkMBbFtn1Rl+U2UDLg== 0000897423-04-000003.txt : 20040107 0000897423-04-000003.hdr.sgml : 20040107 20040107190715 ACCESSION NUMBER: 0000897423-04-000003 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040105 FILED AS OF DATE: 20040107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCEPTER HOLDINGS INC CENTRAL INDEX KEY: 0001167376 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06639 FILM NUMBER: 04514104 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: STE 2975 CITY: FORT WORTH STATE: TX ZIP: 76102 MAIL ADDRESS: STREET 1: 800 BRAZOS STREET 2: STE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN HEALTH SERVICES INC CENTRAL INDEX KEY: 0000019411 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 581076937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6950 COLUMBIA GATEWAY STREET 2: STE 400 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4109531000 FORMER COMPANY: FORMER CONFORMED NAME: CHARTER MEDICAL CORP DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAYNOR GEOFFREY CENTRAL INDEX KEY: 0001199406 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06639 FILM NUMBER: 04514103 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 2975 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173329500 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMALGAMATED GADGET LP CENTRAL INDEX KEY: 0001114634 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06639 FILM NUMBER: 04514105 BUSINESS ADDRESS: STREET 1: 301 COMMERCE ST STREET 2: STE 2975 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: . MAIL ADDRESS: STREET 1: 800 BRAZOS STREET 2: STE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 3 1 edgar.xml PRIMARY DOCUMENT X0201 32004-01-05 0 0000019411 MAGELLAN HEALTH SERVICES INC MGLN 0001114634 AMALGAMATED GADGET LP 301 Commerce StreetSuite 2975Fort WorthTX761020010 0001167376 SCEPTER HOLDINGS INC 301 Commerce StreetSuite 2975 Fort WorthTX761020010 0001199406 RAYNOR GEOFFREY 301 COMMERCE STREET SUITE 2975 FORT WORTH TX 76102 0010Ordinary Common Stock3198106DThe shares of Ordinary Common Stock of the Issuer reported herein as being owned by Amalgamated Gadget, L.P. ("Amalgamated"), will be issued to Amalgamated for and on behalf of R2 Investments, LDC ("R2") in connection with the consummation of the Issuer's Third Amended Joint Plan of Reorganization, dated August 18, 2003 (as amende d, supplemented or modified, the "Plan"), which was confirmed by the United States Bankruptcy Court for the Southern District of New York in In re Magellan Health Services, Inc. (Case No. 03-40515(PCB)), and consummated on January 5, 2004. In connection with the consummation of the Plan, Amalgamated, for and on behalf of R2, is entitled to receive: (a) 1,198,295 shares in satisfaction of claims related to R2???s ownership of $36.5 million principal amount of 9% Senior Subordinated Notes due 2008 and (b) 1,999,811 shares purchased in an equity offering conducted by the Issuer.All shares reported herein as being owned by Amalgamated were acquired by Amalgamated, for and on behalf of R2, pursuant to an Investment Management Agreement. Pursuant to such Agreement, Amalgamated has sole voting and dispositive power of such shares and R2 has no beneficial ownership of such shares. This filing shall not be deemed an admission that Amalgamated is the beneficial owner of such s hares for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act"). Scepter Holdings, Inc. ("Scepter") is the general partner of Amalgamated, which is the holder of the shares reported herein. Geoffrey P. Raynor ("Raynor") is the sole shareholder of Scepter. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of Scepter and Raynor is deemed to be the beneficial owner of any shares beneficially owned by Amalgamated only to the extent of the greater of his or its respective direct or indirect interest.William Holloway, Authorized Signatory for Scepter Holdings, Inc., general partner of Amalgamated Gadget, L.P.2004-01-07William Holloway, Authorized Signatory for Scepter Holdings, Inc.2004-01-07Geoffrey P. Raynor 2004-01-07 -----END PRIVACY-ENHANCED MESSAGE-----