-----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, ItLh/QuoRt6fXvHtg5EogeUtYpeGjYMdFdfkSXTDN12nV9jR7nEO2iaZQpJGBtq4 HuM4Ihw95vlFZzIzjzJRZQ== 0000950134-02-006084.txt : 20020523 0000950134-02-006084.hdr.sgml : 20020523 20020523141704 ACCESSION NUMBER: 0000950134-02-006084 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020523 GROUP MEMBERS: HIGHLAND CAPITAL MANAGEMENT LP GROUP MEMBERS: HIGHLAND CRUSADER OFFSHORE PARTNERS LP GROUP MEMBERS: PATRICK H DAUGHERTY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROSPECT STREET HIGH INCOME PORTFOLIO INC CENTRAL INDEX KEY: 0000832904 IRS NUMBER: 043028343 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 60 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6177423800 MAIL ADDRESS: STREET 1: 60 STATE STREET EXCHANGE PLACE 37TH FL CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: EMERALD HIGH INCOME FUND INC DATE OF NAME CHANGE: 19880803 FORMER COMPANY: FORMER CONFORMED NAME: REDWOOD HIGH INCOME FUND INC DATE OF NAME CHANGE: 19881010 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: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43594 FILM NUMBER: 02660872 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: PARAGON HEALTH NETWORK INC DATE OF NAME CHANGE: 19971104 FORMER COMPANY: FORMER CONFORMED NAME: LIVING CENTERS OF AMERICA INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: MARINER POST ACUTE NETWORK INC DATE OF NAME CHANGE: 19980811 SC 13D 1 d97271sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Mariner Health Care, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 698940103 - -------------------------------------------------------------------------------- (CUSIP Number) Patrick H. Daugherty, Esq. With a copy to: Highland Capital Management, L.P. W. Scott Wallace, Esq. Two Galleria Tower Haynes and Boone, LLP 13455 Noel Road, Suite 1300 901 Main Street, Suite 3100 Dallas, Texas 75240 Dallas, Texas 75202 (972) 628-4100 (214) 651-5587 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) May 13, 2002 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), (f) or (g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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. 698940103 Page 2 of 11 - ------------------- ------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Highland Capital Management, L.P., a Delaware limited partnership 75-2716725 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 97,580 -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH REPORTING 97,580 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,288,263 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- (1) Based on a total of 20,000,000 shares of Common Stock outstanding on May 13, 2002, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. - ------------------- ------------ CUSIP No. 698940103 Page 3 of 11 - ------------------- ------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Highland Crusader Offshore Partners, L.P., a Bermuda limited partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 1,113,010 -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH REPORTING 1,113,010 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,288,263 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- (1) Based on a total of 20,000,000 shares of Common Stock outstanding on May 13, 2002, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. - ------------------- ------------ CUSIP No. 698940103 Page 4 of 11 - ------------------- ------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Prospect Street High Income Portfolio Inc., a Maryland corporation 04-3028343 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 77,673 -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH REPORTING 77,673 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,288,263 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (1) Based on a total of 20,000,000 shares of Common Stock outstanding on May 13, 2002, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. - ------------------- ------------ CUSIP No. 698940103 Page 5 of 11 - ------------------- ------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Patrick H. Daugherty - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH REPORTING 0 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,288,263 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- (1) Based on a total of 20,000,000 shares of Common Stock outstanding on May 13, 2002, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. - ------------------- ------------ CUSIP No. 698940103 Page 6 of 11 - ------------------- ------------ ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D (this "Statement") relates to the shares of common stock, par value $.01 per share (the "Common Stock"), of Mariner Health Care, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is One Ravinia Drive, Suite 1500, Atlanta, Georgia 30346. ITEM 2. IDENTITY AND BACKGROUND. (a) The names of the persons filing this Statement (the "Filing Persons") are Highland Capital Management, L.P., a Delaware limited partnership ("Highland Capital"), Highland Crusader Offshore Partners, L.P., a Bermuda limited partnership ("Crusader"), Prospect Street High Income Portfolio Inc., a Maryland corporation and closed end mutual fund registered under the Investment Company Act of 1940 ("Prospect"), and Patrick H. Daugherty ("Mr. Daugherty"). The Filing Persons have entered into a Joint Filing Agreement, dated as of May 23, 2002, a copy of which is attached hereto. (b) The principal business address of Highland Capital, Crusader, Prospect and Mr. Daugherty is Two Galleria Tower, 13455 Noel Road, Suite 1300, Dallas, Texas 75240. (c) This Statement is filed on behalf of a group consisting of Highland Capital, Crusader, Prospect and Mr. Daugherty. The general partner of Crusader is Highland Capital. Highland Capital, as a registered investment advisor, is the investment advisor for Prospect. The general partner of Highland Capital is Strand Advisors, Inc., a Delaware corporation ("Strand"). The directors and officers of Strand and Prospect are listed on Appendix 1 hereto. Mr. Daugherty is a portfolio manager and general counsel of Highland, and a director of the Issuer. In the aforementioned capacities, each of the foregoing may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the other members of the group. The principal business of Highland Capital, Crusader and Prospect is purchasing and holding securities for investment purposes. The principal business of Strand is serving as the general partner of Highland Capital. Mr. Daugherty's principal business is acting in the capacities set forth above and on Appendix 1 hereto. The principal business of each director and officer of Prospect and Strand is provided on Appendix 1 hereto. (d) and (e) During the past five years, none of the foregoing entities or natural persons has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D. (f) Crusader is a citizen of Bermuda; Highland Capital is a citizen of Delaware; Prospect is a citizen of Maryland; and Mr. Daugherty is a citizen of the United States. The citizenship of each of the persons on Appendix 1 hereto is as indicated on Appendix 1. - ------------------- ------------ CUSIP No. 698940103 Page 7 of 11 - ------------------- ------------ ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Commencing in March 1988 and to February 2002, Highland Capital, Crusader and Prospect have been acquiring in the ordinary course of business in secondary market transactions interests in bank loans (the "Loans") made to the Mariner Post-Acute Network, Inc. ("MPAN") and Mariner Health Group, Inc. ("MHG"), a wholly owned subsidiary of MPAN. Interests in the Loans were acquired with working capital of Highland Capital, Crusader and Prospect. On January 18, 2000, MPAN and MHG each filed voluntary petitions with the U.S. Bankruptcy Court for the District of Delaware to reorganize their respective capital structures under Chapter 11 of the US Bankruptcy Code. On November 30, 2001, the Debtors filed a Joint Plan of Reorganization and Disclosure Statement with the Bankruptcy Court. On December 14, 2001, and again on February 1, 2002, the Debtors filed Amended Joint Plans of Reorganization and Disclosure Statements. On April 3, 2002, the U.S. Bankruptcy Court for the District of Delaware entered an order approving the Debtors' Second Amended Joint Plan of Reorganization, dated February 1, 2002, as modified on March 25, 2002 for confirmation, under Chapter 11 of the Bankruptcy Code (as amended, the "Plan"). Pursuant to certain provisions of the Plan, upon the effective date of the Plan, MPAN would change its name to "Mariner Health Care, Inc." and all claims against both MPAN and MGH would be retired upon issuance of Common Stock, new notes and cash consideration. On May 13, 2002, the effective date of the Plan, MPAN and MHG emerged from the proceedings under Chapter 11 of the Bankruptcy Code pursuant to the terms of the Plan. Pursuant to the Plan and as of May 13, 2002, Highland Capital, Crusader and Prospect acquired an aggregate of 1,263,263 shares of Common Stock. In addition, Highland Capital acquired beneficial ownership of stock options to purchase 25,000 shares of Common Stock (the "Options"). The Options were granted under the Issuer's 2002 Stock Incentive Plan to Mr. Daugherty, a portfolio manager and general counsel for Highland Capital. Mr. Daugherty and Highland Capital have an understanding pursuant to which Mr. Daugherty holds the Options for the benefit of Highland Capital. None of the Filing Persons has acquired any voting securities of the Issuer outside of bankruptcy. None of the individuals listed in Item 2 herein has contributed any funds or other consideration towards the acquisition of the securities of the Issuer. ITEM 4. PURPOSE OF TRANSACTION. The foregoing acquisitions were made for investment purposes. None of the Filing Persons or, to the knowledge of the Filing Persons, any of the persons listed in Item 2 hereto, has any current plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D promulgated under the Securities Exchange Act of 1934, as amended. A director of the Issuer, Mr. Daugherty, is employed by Highland Capital and is a portfolio manager and the general counsel thereof. In his capacity as director, he will participate in, and have the opportunity to vote on, matters that are presented to the Board of Directors of the Issuer, including sales of assets, extraordinary corporate transactions and changes to the Issuer's capitalization, business or corporate structure. Depending upon a variety of factors, including, without limitation, current and anticipated future trading prices of the Common Stock, future changes to the composition of the Board of Directors of the Issuer, the financial condition, results of operations and prospects of the Issuer and general economic, financial market and industry conditions, the Filing Persons may also acquire additional shares, or sell - ------------------- ------------ CUSIP No. 698940103 Page 8 of 11 - ------------------- ------------ all or part of their shares, in open market or privately negotiated transactions or otherwise. Any open market or privately negotiated purchases or sales may be made at any time without prior notice. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, the Filing Persons may formulate other purposes, plans or proposals regarding the Issuer or the shares. The foregoing is subject to change at any time, and there can be no assurance that any of the Filing Persons will take any of the actions set forth above. To the knowledge of each Filing Person, each of the persons listed in Item 2 herein may make similar evaluations from time to time or on an ongoing basis. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Pursuant to the Plan, the outstanding pre-Chapter 11 Common Stock and preferred stock was canceled and upon implementation of the Plan, the Issuer was to issue up to 20,000,000 shares of Common Stock to its creditors in accordance with the Plan provisions. Based on information disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, there were 20,000,000 shares of Common Stock outstanding as of May 13, 2002. Pursuant to provisions of the Exchange Act and in accordance with that certain Joint Filing Agreement, entered into by and among Highland Capital, Crusader, Prospect and Mr. Daugherty dated as of May 23, 2002 (attached hereto as Exhibit 1 and incorporated herein by reference), each of Highland Capital, Crusader, Prospect and Mr. Daugherty may be deemed to beneficially own 1,288,263 shares of Common Stock (which is approximately 6.4% of the shares of Common Stock outstanding on May 13, 2002).
(b) Sole Shared Sole Shared Voting Voting Dispositive Dispositive Power Power Power Power ------ ------ ----------- ----------- Highland Capital Management, L.P. 97,580 0 97,580 0 Highland Crusader Offshore Partners, L.P. 1,113,010 0 1,113,010 0 Prospect Street High Income Portfolio Inc. 77,673 0 77,673 0 Patrick H. Daugherty(1) 0 0 0 0
- ---------- (1) Because of the relationships described herein, Mr. Daugherty may be deemed the indirect beneficial owner of all the shares described in the table above. Mr. Daugherty disclaims beneficial ownership of all such shares. (c) Except as described in this Schedule 13D, no transactions in the shares of Common Stock were effected by the Filing Persons, or to their knowledge, any of the persons listed on Schedule I hereto, during the past sixty days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Under the Issuer's 2002 Stock Incentive Plan, Options to purchase 25,000 shares of Common Stock were granted to Patrick H. Daugherty, a portfolio manager and general counsel for Highland Capital, who is a member of the new board of directors of the Issuer appointed pursuant to the Plan. Mr. Daugherty and Highland Capital have an understanding pursuant to which Mr. Daugherty holds the Options for the benefit of Highland Capital. - ------------------- ------------ CUSIP No. 698940103 Page 9 of 11 - ------------------- ------------ Except as described herein, none of the Filing Persons or, to the knowledge of each Filing Person, any of the persons listed on Schedule I hereto, is a party to any contract, arrangement, understanding or relationship with respect to securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1. Joint Filing Agreement, dated as of May 23, 2002, entered into by and among Highland Capital, Crusader, Prospect and Mr. Daugherty. Exhibit 2. Second Amended Joint Plan of Reorganization for Mariner Post-Acute Network, Inc., Mariner Health Group, Inc., and their respective Debtor Affiliates, dated February 1, 2002 (as modified on March 25, 2002 for Confirmation) (incorporated herein by reference to Exhibit 2.1 to Issuer's Form 8-K filed on April 17, 2002). Exhibit 3. Findings of Fact, Conclusions of Law and Order Confirming Debtors' Joint Plan or Reorganization, as signed by the United States Bankruptcy Court for the District of Delaware on April 3, 2002 and entered on the docket of the United States Bankruptcy Court for the District of Delaware in the Chapter 11 Cases of MPAN and its affiliates (other than MHG and its affiliates) on April 3, 2002 (incorporated herein by reference to Exhibit 2.2 to Issuer's Form 8-K filed on April 17, 2002). Exhibit 4. Findings of Fact, Conclusions of Law and Order Confirming Debtors' Joint Plan or Reorganization, as signed by the United States Bankruptcy Court for the District of Delaware on April 3, 2002 and entered on the docket of the United States Bankruptcy Court for the District of Delaware in the Chapter 11 Cases of MHG and its affiliates (other than MPAN and its affiliates) on April 3, 2002 (incorporated herein by reference to Exhibit 2.3 to Issuer's Form 8-K filed on April 17, 2002). Exhibit 5. Transition Report on Form 10-K for the Transition Period from October 1, 2001 to December 31, 2001, filed by Mariner Post-Acute Network, Inc. with the Securities and Exchange Commission on March 21, 2002. - ------------------- ------------- CUSIP No. 698940103 Page 10 of 11 - ------------------- ------------- 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: May 23, 2002 HIGHLAND CAPITAL MANAGEMENT, L.P. By: Strand Advisors, Inc., its general partner By: /s/ James Dondero ----------------------------- Name: James Dondero Title: President HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P. By: Highland Capital Management, L.P., its general partner By: Strand Advisors, Inc., its general partner By: /s/ James Dondero ----------------------------- Name: James Dondero Title: President PROSPECT STREET HIGH INCOME PORTFOLIO INC. By: /s/ James Dondero ---------------------------------- Name: James Dondero Title: President /s/ Patrick H. Daugherty ----------------------------------------- PATRICK H. DAUGHERTY - ------------------- ------------- CUSIP No. 698940103 Page 11 of 11 - ------------------- ------------- APPENDIX 1 The name of each director and officer of Prospect Street High Income Portfolio, Inc. and Strand Advisors, Inc. is set forth below. The business address of each person listed below is Two Galleria Tower, 13455 Noel Road, Suite 1300, Dallas, Texas 75240, unless otherwise noted. Each person is a citizen of the United States of America unless otherwise noted. The present principal occupation or employment of each of the listed persons is set forth below. During the past five years, none of the individuals listed below has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT NAME AND BUSINESS ADDRESS (IF APPLICABLE) ---- ------------------------------------------ PROSPECT STREET HIGH INCOME PORTFOLIO, INC. James Dondero, Director President Mark Okada Executive Vice President R. Joseph Daugherty Senior Vice President and Secretary Timothy Hui, Director Director of Learning Resources of the Pennsylvania Biblical University, 48 Willow Green Drive, Churchville, PA 18966. Scott Kavanaugh, Director Director, Executive Vice President and Treasurer of Commercial Capital, One Venture, Ste. 300, E. Irvine, CA 92618. James Leary, Director Managing Director of Benefit Capital, 2006 Peakwood Drive, Garland, Texas 75044. Bryan Ward, Director Special Projects Advisor and Information Technology Consultant for Accenture, 3625 Rosedale, Dallas, Texas 75205. STRAND ADVISORS, INC. James Dondero, Director President Mark Okada Executive Vice President Louis Koven Secretary of Strand and Chief Financial Officer of Highland Capital
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1. Joint Filing Agreement, dated as of May 23, 2002, entered into by and among Highland Capital, Crusader, Prospect and Mr. Daugherty. 2. Second Amended Joint Plan of Reorganization for Mariner Post-Acute Network, Inc., Mariner Health Group, Inc., and their respective Debtor Affiliates, dated February 1, 2002 (as modified on March 25, 2002 for Confirmation) (incorporated herein by reference to Exhibit 2.1 to Issuer's Form 8-K filed on April 17, 2002). 3. Findings of Fact, Conclusions of Law and Order Confirming Debtors' Joint Plan or Reorganization, as signed by the United States Bankruptcy Court for the District of Delaware on April 3, 2002 and entered on the docket of the United States Bankruptcy Court for the District of Delaware in the Chapter 11 Cases of MPAN and its affiliates (other than MHG and its affiliates) on April 3, 2002 (incorporated herein by reference to Exhibit 2.2 to Issuer's Form 8-K filed on April 17, 2002). 4. Findings of Fact, Conclusions of Law and Order Confirming Debtors' Joint Plan or Reorganization, as signed by the United States Bankruptcy Court for the District of Delaware on April 3, 2002 and entered on the docket of the United States Bankruptcy Court for the District of Delaware in the Chapter 11 Cases of MHG and its affiliates (other than MPAN and its affiliates) on April 3, 2002 (incorporated herein by reference to Exhibit 2.3 to Issuer's Form 8-K filed on April 17, 2002). 5. Transition Report on Form 10-K for the Transition Period from October 1, 2001 to December 31, 2001, filed by Mariner Post-Acute Network, Inc. with the Securities and Exchange Commission on March 21, 2002.
EX-99.1 3 d97271exv99w1.txt JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Common Stock of Mariner Health Care, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of May 23, 2002. HIGHLAND CAPITAL MANAGEMENT, L.P. By: Strand Advisors, Inc., its general partner By: /s/ James Dondero ----------------------------- Name: James Dondero Title: President HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P. By: Highland Capital Management, L.P., its general partner By: Strand Advisors, Inc., its general partner By: /s/ James Dondero ----------------------------- Name: James Dondero Title: President PROSPECT STREET HIGH INCOME PORTFOLIO INC. By: /s/ James Dondero ---------------------------------- Name: James Dondero Title: President /s/ Patrick H. Daugherty ----------------------------------------- PATRICK H. DAUGHERTY -----END PRIVACY-ENHANCED MESSAGE-----