-----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, Mw891IB80R6vKa6NTCemYXUabThPzViA5p8Rf28ro6xWrxgRw1fxMRt/iW0x8SNz RNm8eqRHr0LBwUaHTXHIEg== 0000950134-98-003392.txt : 19980421 0000950134-98-003392.hdr.sgml : 19980421 ACCESSION NUMBER: 0000950134-98-003392 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980420 SROS: NONE SUBJECT COMPANY: 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: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-05938 FILM NUMBER: 98597274 BUSINESS ADDRESS: STREET 1: 3414 PEACHTREE RD N E STREET 2: STE 1400 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 9127421161 FORMER COMPANY: FORMER CONFORMED NAME: CHARTER MEDICAL CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAINWATER MAGELLAN HOLDINGS L P CENTRAL INDEX KEY: 0001006266 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 777 MAIN STREET STREET 2: SUITE 2700 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178780401 MAIL ADDRESS: STREET 1: 777 MAIN STREET SUITE 2700 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDUEL 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* MAGELLAN HEALTH SERVICES, INC. (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.25 PER SHARE (TITLE OF CLASS OF SECURITIES) 16124100 (CUSIP NUMBER) RICHARD L. COVINGTON 777 MAIN STREET, SUITE 2250 FORT WORTH, TEXAS 76102 (817) 820-6600 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) APRIL 9, 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 Sections 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 exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of the 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 ("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). Page 1 of 5 2 CUSIP NO. 16124100 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) RAINWATER-MAGELLAN HOLDINGS, L.P. - -------------------------------------------------------------------------------- 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) OO (SEE ITEM 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION RAINWATER-MAGELLAN HOLDINGS, L.P. IS A LIMITED PARTNERSHIP FORMED UNDER THE LAWS OF THE STATE OF TEXAS. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,970,653(1) SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,970,653(1) PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,970,653 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%(2) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- - ---------------------------------- (1) As exercised through its sole general partner, Rainwater, Inc., a Texas corporation. (2) Based on 30,543,065 shares of Common Stock currently outstanding (based on the Issuer's most recent filing with the Commission), plus the 1,942,996 shares of Common Stock issuable upon exercise of the Warrants. Page 2 of 5 3 The Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on January 31, 1996, as amended on December 5, 1996, is hereby amended as follows: ITEM 1. SECURITY AND ISSUER. No modification. ITEM 2. IDENTITY AND BACKGROUND. The principal business address and office of the parties disclosed in this Item 2, including the Partnership, is 777 Main Street, Suite 2250, Fort Worth, Texas 76102. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No modification. ITEM 4. PURPOSE OF TRANSACTION. By virtue of a pro-rata distribution, the Partnership has distributed to its partners all but 27,657 of the Shares previously owned and reported by the Partnership. The 27,657 shares have been reserved in order to make payment of certain liabilities and obligations owed by the Partnership, and the Partnership intends to dispose of these shares for such purpose. In addition, the Partnership has retained direct ownership of 1,942,996 of the Warrants. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Partnership. The Partnership is the beneficial owner of 1,970,653 shares of Common Stock, consisting of the 27,657 Shares owned directly and the 1,942,996 shares of Common Stock issuable to the Partnership upon exercise of its Warrants. Based on the number of shares of Common Stock currently issued and outstanding, together with the shares of Common Stock issuable upon exercise of the Partnership's Warrants, the Partnership is the beneficial owner of approximately 6.1% of the outstanding shares of Common Stock. Rainwater, Inc. Rainwater, Inc. may, as the sole general partner of the Partnership, be deemed to be the beneficial owner of all 1,970,653 shares of Common Stock beneficially owned by the Partnership. In addition, Rainwater, Inc. is the direct beneficial owner of 39,724 shares of Common Stock directly received as a distribution from the Partnership. These 2,010,377 shares constitute (based on the number of shares of Common Stock issued and outstanding, plus shares issuable upon exercise of the Partnership's Warrants) approximately 6.2% of the outstanding shares of Common Stock. Richard E. Rainwater. Richard E. Rainwater, may, as sole shareholder of Rainwater, Inc., be deemed to be the beneficial owner of all 2,010,377 shares of Common Stock beneficially owned by Rainwater, Inc. In addition, Mr. Rainwater is the direct beneficial owner of 2,417,554 shares directly received by Mr. Rainwater as a distribution from the Partnership. Such 4,427,931 shares of Common Stock constitute approximately 13.6% of the outstanding shares of Common Stock. Page 3 of 5 4 (b) The Partnership. Through Rainwater, Inc., its general partner, the Partnership has the sole power (and no shared power) to vote or direct the vote or to dispose or direct the disposition of 1,970,653 shares of Common Stock. Rainwater, Inc. Rainwater, Inc. has the sole power (and no shared power) to vote or direct the vote or to dispose or direct the disposition of 2,010,377 shares of Common Stock, consisting of the 1,970,653 shares owned by the Partnership and the 39,724 shares directly owned by Rainwater, Inc. Richard E. Rainwater. Richard E. Rainwater has the sole power (and no shared power) to vote or direct the vote or dispose or direct the disposition of 4,427,931 shares of Common Stock, consisting of the 2,010,377 shares beneficially owned by Rainwater, Inc. and the 2,417,554 shares directly owned by Mr. Rainwater. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. No modification. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. No modification. Page 4 of 5 5 SIGNATURES 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: April 17, 1998 RAINWATER-MAGELLAN HOLDINGS, L.P. By: Rainwater, Inc., its Sole General Partner By: /s/ KENNETH A. HERSH --------------------------- Kenneth A. Hersh Vice President Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----