-----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, PrWit4HDEVt/trm36Qp14330E+dx4jPPAoCQ0y+2ImmoBzTevyaXFhdTwHQTDVvZ fv4vQ+/KLwGvoKLKG7g6Og== 0001209191-05-017489.txt : 20050324 0001209191-05-017489.hdr.sgml : 20050324 20050324190009 ACCESSION NUMBER: 0001209191-05-017489 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050323 FILED AS OF DATE: 20050324 DATE AS OF CHANGE: 20050324 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: SCHWARTZ GERALD W CENTRAL INDEX KEY: 0001275599 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06639 FILM NUMBER: 05703292 BUSINESS ADDRESS: STREET 1: C/O ONEX CORP STREET 2: 181 BAY ST 49TH FLOOR P O BOX 700 CITY: TORONTO ONTARIO STATE: A6 ZIP: M5J281 BUSINESS PHONE: 4163627711 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONEX PARTNERS LP CENTRAL INDEX KEY: 0001274486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06639 FILM NUMBER: 05703293 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAGELLAN HOLDINGS LP CENTRAL INDEX KEY: 0001275538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06639 FILM NUMBER: 05703297 BUSINESS ADDRESS: STREET 1: C/O ONEX CORP STREET 2: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125822211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONEX CORP CENTRAL INDEX KEY: 0000937226 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06639 FILM NUMBER: 05703298 BUSINESS ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 MAIL ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 FORMER NAME: FORMER CONFORMED NAME: ONEX CORP ET AL DATE OF NAME CHANGE: 19950209 4 1 y07148_mg.xml MAIN DOCUMENT DESCRIPTION X0202 4 2005-03-23 0000019411 MAGELLAN HEALTH SERVICES INC MGLN 0001275538 MAGELLAN HOLDINGS LP C/O ONEX INVESTMENT CORP. 712 FIFTH AVENUE NEW YORK NY 10019 0 0 1 0 0001274486 ONEX PARTNERS LP C/O ONEX INVESTMENT CORP. 712 FIFTH AVENUE NEW YORK NY 10019 0 0 1 0 0000937226 ONEX CORP 161 BAY STREET, 49TH FLOOR, P.O. BOX 700 TORONTO, ONTARIO CANADA M5J2S1 0 0 1 0 0001275599 SCHWARTZ GERALD W C/O ONEX CORPORATION 161 BAY STREET, 49TH FLOOR, P.O. BOX 700 TORONTO, ONTARIO CANADA M5J2S1 0 0 1 0 Multiple and Variable Vote Restricted Conv. Common Stock 0 2005-03-23 4 P 0 17850 9.78 A 2005-03-23 Ordinary Common Stock 17850 8505600 D Multiple and Variable Vote Restricted Conv. Common Stock 0 2005-03-23 4 P 0 17850 9.78 A 2005-03-23 Ordinary Common Stock 17850 8505600 I By Magellan Holdings LP Multiple and Variable Vote Restricted Conv. Common Stock 0 2005-03-23 4 P 0 17850 9.78 A 2005-03-23 Ordinary Common Stock 17850 8505600 I By Magellan Holdings LP Multiple and Variable Vote Restricted Conv. Common Stock 0 2005-03-23 4 P 0 17850 9.78 A 2005-03-23 Ordinary Common Stock 17850 8505600 I By Magellan Holdings LP Convertible on a share-for-share basis. Please see Exhibit 99. No expiration. Pursuant to Item 4(b)(iv) of the Instructions to Form 4, all of the shares beneficially owned by Magellan Holdings LP ("Holdings") are reported as beneficially owned by each of Onex Corporation ("Onex"), Onex Partners LP ("Onex Partners") and Gerald W. Schwartz, notwithstanding the fact that each of Onex, Onex Partners and Mr. Schwartz has a pecuniary interest in less than 100% of the shares beneficially owned by Holdings; by doing so, none of Onex, Onex Partners or Mr. Schwartz concedes that it has a Pecuniary interest in 100% of those shares. Onex Partners is the general partner of Holdings. Onex is an indirect investor in Holdings and indirectly owns the general partner of Onex Partners, the general partner of Holdings. Gerald W. Schwartz is the indirect holder of all the issued and outstanding Multiple Voting shares of Onex, which are entitled to elect sixty percent (60%) of the members of Onex's Board of Directors and carry such number of votes in the aggregate as represents 60% of the aggregate votes attached to all voting shares of Onex. The indirect interest of Onex is described in footnote (6). Mr. Schwartz disclaims beneficial ownership of the shares reported hereunder. /s/ Robert Le Blanc, President of Onex Partners GP Inc., the general partner of Onex Partners GP LP, the general partner of Onex Partners LP, the general partner of Magellan Holdings LP 2005-03-24 /s/ Robert Le Blanc, President of Onex Partners GP Inc., the general partner of Onex Partners GP LP, the general partner of Onex Partners LP 2005-03-24 /s/ Donald Lewtas, Authorized Signatory 2005-03-24 /s/ Donald Lewtas, Attorney-in-fact for Gerald W. Schwartz 2005-03-24 EX-99 2 exhibit.txt ADDITIONAL EXHIBITS Exhibit 99 The reported shares were purchased as partial fulfillment of a binding commitment made by Magellan Holdings LP ("Holdings") pursuant to a Stock Purchase Agreement (the "SPA") dated as of December 18, 2003 (filed as Exhibit 2.4 to the Issuer's Form 8-K/A filed on January 7, 2004) and the Issuer's Third Joint Amended Plan of Reorganization, as modified (the "Plan"). Pursuant to the Plan, certain creditors of the Issuer were given the option to receive shares of Ordinary Common Stock of the Issuer, or in lieu thereof, $9.78 per share in cash. In order to fund the cash payments, pursuant to the SPA, Holdings committed to purchase for $9.78 per share (in the form of shares of Multiple and Variable Vote Restricted Convertible Common Stock) the number of shares in lieu of which creditors of the Issuer elected to receive cash. It was contemplated in the SPA that certain purchases by Holdings would occur subsequent to Holdings' initial purchase (which occurred on January 5, 2004, the date the Plan was consummated), due to the fact that certain creditors who held disputed or unresolved claims had elected to receive cash, but the number of shares which Holdings was required to purchase on account of such elections would not be known until such disputed or unresolved claims were settled. The shares reported on this Form 4 were purchased by Holdings following the settlement of a number of such disputed or unresolved claims. -----END PRIVACY-ENHANCED MESSAGE-----