-----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, P7eO23FfYi3Ucs/kLc1gA5MyFle6G6U9ijsLBsFceiQtdi2aB3vbuePOr6Wurux0 75tJPQ4H2k4zcWU9yjTW2g== 0000950123-05-006821.txt : 20050611 0000950123-05-006821.hdr.sgml : 20050611 20050527084309 ACCESSION NUMBER: 0000950123-05-006821 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050527 DATE AS OF CHANGE: 20050527 GROUP MEMBERS: GERALD W. SCHWARTZ GROUP MEMBERS: ONEX CORPORATION GROUP MEMBERS: ONEX PARTNERS GP INC GROUP MEMBERS: ONEX PARTNERS GP LP GROUP MEMBERS: ONEX PARTNERS INC GROUP MEMBERS: ONEX PARTNERS LP 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12251 FILM NUMBER: 05861558 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN HOLDINGS LP CENTRAL INDEX KEY: 0001275538 IRS NUMBER: 200619214 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ONEX CORP STREET 2: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125822211 SC 13D/A 1 y09520sc13dza.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) MAGELLAN HEALTH SERVICES, INC. (Name of Issuer) ORDINARY COMMON SHARES (Title of Class of Securities) CUSIP No. 559079207 (CUSIP Number) ONEX CORPORATION CANADA TRUST TOWER 161 BAY STREET - 49TH FLOOR TORONTO, CANADA M5J 2S1 CANADA ATTENTION: EWOUT R. HEERSINK (416) 362-7711 COPIES TO: JOEL I. GREENBERG, ESQ. KAYE SCHOLER LLP 425 PARK AVENUE NEW YORK, NEW YORK 10022 (212) 836-8000 MAY 20, 2005 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(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 ("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). \ SCHEDULE 13D CUSIP NO. 559079207 PAGE 2 OF 12 PAGES - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Magellan Holdings LP - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (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 Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- ---------------------------------------------------------------- 8. SHARED VOTING POWER NUMBER OF 4,300,213 shares of Ordinary Common Stock issuable upon SHARES conversion of shares of Multiple and Variable Vote BENEFICIALLY Restricted Convertible Common Stock ("MV Common Stock") OWNED BY of the Issuer. EACH ---------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON -0- WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 4,300,213 shares of Ordinary Common Stock issuable upon conversion of shares of MV Common Stock of the Issuer. - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,300,213 shares of Ordinary Common Stock issuable upon conversion of shares of MV Common Stock of the Issuer. - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1% of the Issuer's shares of Ordinary Common Stock, assuming conversion of all of the Reporting Person's shares of MV Common Stock into Ordinary Common Stock and conversion of 4,209,000 shares of MV Common Stock into Ordinary Common Stock and subsequent sale thereof by the Reporting Persons on May 20, 2005, pursuant to an underwritten offering (assuming 26,936,530 shares of Ordinary Common Stock outstanding prior to the offering). ----------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 559079207 PAGE 3 OF 12 PAGES - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Onex Partners LP - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- ---------------------------------------------------------------- 8. SHARED VOTING POWER NUMBER OF 4,300,213 shares of Ordinary Common Stock issuable upon SHARES conversion of shares of Multiple and Variable Vote BENEFICIALLY Restricted Convertible Common Stock ("MV Common Stock") OWNED BY of the Issuer. EACH ---------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON -0- WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 4,300,213 shares of Ordinary Common Stock issuable upon conversion of shares of MV Common Stock of the Issuer. - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,300,213 shares of Ordinary Common Stock issuable upon conversion of shares of MV Common Stock of the Issuer. - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1% of the Issuer's shares of Ordinary Common Stock, assuming conversion of all of the Reporting Person's shares of MV Common Stock into Ordinary Common Stock and conversion of 4,209,000 shares of MV Common Stock into Ordinary Common Stock and subsequent sale thereof by the Reporting Persons on May 20, 2005, pursuant to an underwritten offering (assuming 26,936,530 shares of Ordinary Common Stock outstanding prior to the offering). - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 559079207 PAGE 4 OF 12 PAGES - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Onex Partners GP LP - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- ---------------------------------------------------------------- 8. SHARED VOTING POWER NUMBER OF 4,300,213 shares of Ordinary Common Stock issuable upon SHARES conversion of shares of Multiple and Variable Vote BENEFICIALLY Restricted Convertible Common Stock ("MV Common Stock") OWNED BY of the Issuer. EACH ---------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON -0- WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 4,300,213 shares of Ordinary Common Stock issuable upon conversion of shares of MV Common Stock of the Issuer. - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,300,213 shares of Ordinary Common Stock issuable upon conversion of shares of MV Common Stock of the Issuer. - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1% of the Issuer's shares of Ordinary Common Stock, assuming conversion of all of the Reporting Person's shares of MV Common Stock into Ordinary Common Stock and conversion of 4,209,000 shares of MV Common Stock into Ordinary Common Stock and subsequent sale thereof by the Reporting Persons on May 20, 2005, pursuant to an underwritten offering (assuming 26,936,530 shares of Ordinary Common Stock outstanding prior to the offering). - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 559079207 PAGE 5 OF 12 PAGES - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Onex Partners GP Inc. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- ---------------------------------------------------------------- 8. SHARED VOTING POWER NUMBER OF 4,300,213 shares of Ordinary Common Stock issuable upon SHARES conversion of shares of Multiple and Variable Vote BENEFICIALLY Restricted Convertible Common Stock ("MV Common Stock") OWNED BY of the Issuer. EACH ---------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON -0- WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 4,300,213 shares of Ordinary Common Stock issuable upon conversion of shares of MV Common Stock of the Issuer. - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,300,213 shares of Ordinary Common Stock issuable upon conversion of shares of MV Common Stock of the Issuer. - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1% of the Issuer's shares of Ordinary Common Stock, assuming conversion of all of the Reporting Person's shares of MV Common Stock into Ordinary Common Stock and conversion of 4,209,000 shares of MV Common Stock into Ordinary Common Stock and subsequent sale thereof by the Reporting Persons on May 20, 2005, pursuant to an underwritten offering (assuming 26,936,530 shares of Ordinary Common Stock outstanding prior to the offering). - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 559079207 PAGE 6 OF 12 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Onex Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED -0- BY EACH REPORTING --------------------------------------------------------- PERSON 8 SHARED VOTING POWER WITH 4,300,213 shares of Ordinary Common Stock issuable upon conversion of shares of MV Common Stock of the Issuer. --------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,300,213 shares of Ordinary Common Stock issuable upon conversion of shares of MV Common Stock of the Issuer. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,300,213 shares of Ordinary Common Stock issuable upon conversion of shares of MV Common Stock of the Issuer. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1% of the Issuer's shares of Ordinary Common Stock, assuming conversion of all of the Reporting Person's shares of MV Common Stock into Ordinary Common Stock and conversion of 4,209,000 shares of - -------------------------------------------------------------------------------- 13 MV Common Stock into Ordinary Common Stock and subsequent sale thereof by the Reporting Persons on May 20, 2005, pursuant to an underwritten offering (assuming 26,936,530 shares of Ordinary Common Stock outstanding prior to the offering). - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 559079207 PAGE 7 OF 12 PAGES - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gerald W. Schwartz - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Canada - -------------------------------------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED -0- BY EACH REPORTING --------------------------------------------------------- PERSON 8. SHARED VOTING POWER WITH 4,300,213 shares of Ordinary Common Stock issuable upon conversion of shares of MV Common Stock of the Issuer. --------------------------------------------------------- 9. SOLE DISPOSITIVE POWER -0- --------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 4,300,213 shares of Ordinary Common Stock issuable upon conversion of shares of MV Common Stock of the Issuer. - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,300,213 shares of Ordinary Common Stock issuable upon conversion of shares of MV Common Stock of the Issuer.** - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1% of the Issuer's shares of Ordinary Common Stock, assuming conversion of all of the Reporting Person's shares of MV Common Stock into Ordinary Common Stock and conversion of 4,209,000 shares of - -------------------------------------------------------------------------------- 13. MV Common Stock into Ordinary Common Stock and subsequent sale thereof by the Reporting Persons on May 20, 2005, pursuant to an underwritten offering (assuming 26,936,530 shares of Ordinary Common Stock outstanding prior to the offering). - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ** Gerald W. Schwartz expressly disclaims beneficial ownership of the shares of Magellan Health Services, Inc. beneficially owned by Magellan Holdings LP, Onex Partners LP, Onex Partners GP LP, Onex Partners GP Inc. and Onex Corporation. This Amendment Number 2 (the "Second Amendment") amends and supplements the Statement on Schedule 13D (the "Original Schedule 13D") filed on January 16, 2004 and the Amendment Number 1 to the Statement on Schedule 13D filed on May 11, 2005 (together with the Original Schedule 13D, the "Schedule 13D"), relating to the shares of Ordinary Common Stock , par value $.01 per share ("Ordinary Common Stock"), of Magellan Health Services, Inc., a Delaware corporation (the "Issuer") previously filed by Magellan Holdings LP, a Delaware limited partnership ("Holdings"), Onex Partners LP, a Delaware limited partnership ("Partners"), Onex Partners GP LP, a Delaware limited partnership ("Partners GP LP"), Onex Partners GP Inc., a Delaware corporation ("Partners GP"), Onex Corporation, an Ontario corporation ("Onex"), and Mr. Gerald W. Schwartz ("Mr. Schwartz"). Rights to such Ordinary Common Stock were acquired pursuant to a stock purchase agreement dated as of December 18, 2003, between the Issuer and Holdings (the "Stock Purchase Agreement"), whereby Holdings purchased 8,415,580 shares of Multiple and Variable Vote Restricted Convertible Common Stock, par value $0.01 per share ("MV Common Stock") of the Issuer, which are convertible at any time at the option of the holder into the same number of shares of Ordinary Common stock. Except as specifically provided herein, this Second Amendment does not modify any of the information previously reported on the Schedule 13D. Item 4. Purpose of Transaction. Holdings has sold 4,209,000 MV Common Stock pursuant to an underwritten offering. In addition, Holdings has granted the underwriters in such underwritten offering, an option to purchase up to an additional 637,500 shares to cover over-allotments. Holdings' interest in the Issuer's outstanding MV Common Stock has fallen below the minimum threshold used to determine eligibility for special voting rights or privileges relating to such MV Common Stock ownership. Accordingly, Holdings is not eligible for special voting rights and will generally vote with Ordinary Common Stock on a one vote per share basis. Pursuant to the Stock Purchase Agreement and the terms of the Third Amended Joint Plan of Reorganization of the Issuer and certain of its subsidiaries under Chapter 11 of the United States Bankruptcy Code dated August 18, 2003, as amended (the "Plan of Reorganization"), Holdings has an outstanding commitment to purchase up to an additional 12,781 shares of MV Common Stock at a price of $9.78 per share, upon settlement of disputed claims of certain of the Issuer's creditors. In addition, Reporting Persons may from time to time acquire shares of Ordinary Common Stock in the open market or in privately negotiated transactions, subject to the availability of such shares at prices deemed favorable, the Issuer's business or financial condition and to other factors and conditions the Reporting Persons deem appropriate. In the event the Reporting Persons acquire shares of Ordinary Common Stock, such shares will automatically be converted into the same number of shares of MV Common Stock. See Exhibit 2. Alternatively, the Reporting Persons may sell all or a portion of their shares of MV Common Stock, or shares of Ordinary Common Stock obtained upon conversion of such shares of MV Common Stock, in the open market or in privately negotiated transactions. Holdings has registration rights with respect to the shares of Ordinary Common Stock underlying its shares of MV Common Stock. See Exhibit 3. Holdings has no present intention of disposing of the shares it will continue to hold following the offering. Except as set forth above in the two immediately preceding paragraphs, no Reporting Person has any present plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of such directors or to fill any existing vacancies on such board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Page 8 of 12 Pages Item 5. Interest in Securities of the Issuer. (a) and (b). As of the date hereof, Holdings beneficially owns 4,300,213 shares of Ordinary Common Stock (which may be obtained at any time by conversion of shares of MV Common Stock held by Holdings), which constitute 12.1% of the Issuer's shares of Ordinary Common Stock assuming conversion of all of the Reporting Person's shares of MV Common Stock into Ordinary Common Stock and conversion of 4,209,000 shares of MV Common Stock into Ordinary Common Stock and subsequent sale thereof by the Reporting Persons on May 20, 2005, pursuant to an underwritten offering (assuming 26,936,530 additional shares of Ordinary Common Stock outstanding prior to the offering). All of the shares beneficially owned by Holdings may be deemed as beneficially owned by each of Partners, Partners GP LP, Partners GP and Onex. As discussed above, such shares constitute 12.1% of the Issuer's shares of Ordinary Common Stock assuming conversion of all of the Reporting Person's shares of MV Common Stock into Ordinary Common Stock and conversion of 4,209,000 shares of MV Common Stock into Ordinary Common Stock and subsequent sale thereof by the Reporting Persons on May 20, 2005, pursuant to an underwritten offering (assuming 26,936,530 additional shares of Ordinary Common Stock outstanding prior to the offering). Mr. Schwartz may be deemed a beneficial owner of the shares of Ordinary Common Stock beneficially owned by the other Reporting Persons but disclaims beneficial ownership of such shares. (c) On March 23, 2005, Holdings purchased 17,850 shares of MV Common Stock from the Issuer that it was required to purchase under the Issuer's Plan of Reorganization in connection with a prior quarterly resolution of disputed claims of certain of Issuer's creditors for a price of $9.78 per share, in a private transaction. On May 11, 2005, Holdings purchased 3,613 shares of MV Common Stock from the Issuer that it was required to purchase under the Issuer's Plan of Reorganization in connection with a prior quarterly resolution of disputed claims of certain of Issuer's creditors for a price of $9.78 per share, in a private transaction. On May 20, 2005, Holdings sold 4,209,000 shares of MV Common Stock in an underwritten offering. Except as described herein, no Reporting Person has effected any transaction in shares of Ordinary Common Stock during the preceding 60 days. (d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Ordinary Common Stock or MV Common Stock, except that limited partners of the Reporting Persons may receive distributions including a portion of such dividends or proceeds. (e) Not applicable. Item 7. Material to Be Filed as Exhibits. 1. Joint Filing Agreement incorporated by reference to the Statement on Schedule 13D of Magellan Health Services Inc. filed with the Securities and Exchange Commission by Magellan Holdings LP, Onex Partners LP, Onex Partners GP LP, Onex Partners GP Inc., Onex Corporation and Mr. Gerald W. Schwartz on January 16, 2004. 2. Amended and Restated Certificate of Incorporation of Magellan Health Services, Inc., as in effect on January 5, 2004, (incorporated by reference to Exhibit 2.9 to the Form 8-K filed with the Securities and Exchange Commission by the Issuer on January 6, 2004). 3. Registration Rights Agreement, dated as of January 5, 2004, among Magellan Health Services, Inc., Magellan Holdings LP and Aetna, Inc. (incorporated by reference to Exhibit 2.15 to the Form 8-K filed with the Securities and Exchange Commission by the Issuer on January 6, 2004). 4. Power of Attorney incorporated by reference to the Amendment to Form 4 for Dura Automotive Systems, Inc. filed with the Securities and Exchange Commission by Gerald W. Schwartz on September 10, 1996. Page 9 of 12 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: May 25 2005 MAGELLAN HOLDINGS LP By: ONEX PARTNERS GP LP, its General Partner By: ONEX PARTNERS GP INC., its General Partner By: /s/ Anthony Munk ------------------------------------ Name: Anthony Munk Title: Vice President ONEX PARTNERS LP By: ONEX PARTNERS PARTNERS GP LP, its General Partner By: ONEX PARTNERS GP INC., its General Partner By: /s/ Anthony Munk ------------------- Name: Anthony Munk Title: Vice President ONEX PARTNERS GP LP By: ONEX PARTNERS GP INC., its General Partner By: /s/ Anthony Munk ------------------- Name: Anthony Munk Title: Vice President ONEX PARTNERS GP INC. By: /s/ Anthony Munk ------------------- Name: Anthony Munk Title: Vice President ONEX CORPORATION By: /s/ Donald Lewtas ------------------- Name: Donald Lewtas Title: Authorized Signatory Page 10 of 12 Pages GERALD W. SCHWARTZ By: /s/ Donald Lewtas ------------------------------------------------- Name: Donald Lewtas Title: Authorized Signatory for GERALD W. SCHWARTZ Page 11 of 12 Pages INDEX TO EXHIBITS
Page No. in Sequential Numbering Exhibit System - ------- -------------------------------- 1. Joint Filing Agreement incorporated by reference to the Statement on Schedule 13D of Magellan Health Services Inc. filed with the Securities and Exchange Commission by Magellan Holdings LP, Onex Partners LP, Onex Partners GP LP, Onex Partners GP Inc., Onex Corporation and Mr. Gerald W. Schwartz on January 16, 2004. 2. Amended and Restated Certificate of Incorporation of Magellan Health Services, Inc., as in effect on January 5, 2004, (incorporated by reference to Exhibit 2.9 to the Form 8-K filed with the Securities and Exchange Commission by the Issuer on January 6, 2004). 3. Registration Rights Agreement, dated as of January 5, 2004, among Magellan Health Services, Inc., Magellan Holdings LP and Aetna, Inc. (incorporated by reference to Exhibit 2.15 to the Form 8-K filed with the Securities and Exchange Commission by the Issuer on January 6, 2004). 4. Power of Attorney incorporated by reference to the Amendment to Form 4 for Dura Automotive Systems, Inc. filed with the Securities and Exchange Commission by Gerald W. Schwartz on September 10, 1996.
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