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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 4)
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MAGELLAN HEALTH SERVICES, INC.
(Name of Issuer and Person Filing Statement)
COMMON STOCK, PAR VALUE $0.25 PER SHARE
(Title of Class of Securities)
559079 10 8
(CUSIP Number of Class of Securities)
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STEVE J. DAVIS
EXECUTIVE VICE PRESIDENT --
ADMINISTRATIVE SERVICES AND GENERAL COUNSEL
MAGELLAN HEALTH SERVICES, INC.
SUITE 1400
3414 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA 30326
(404) 841-9200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
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COPY TO:
ROBERT W. MILLER
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303
(404) 572-4600
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August 15, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF FILING FEE
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Transaction Valuation $61,050,000* Amount of Filing Fee $12,210
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*Based upon purchase of 3,300,000 shares at the maximum tender offer price of
$18.50 per share.
/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $12,210 Filing Party: Magellan Health Services,
Inc.
Form Or Registration No.: Schedule 13E-4 Date Filed: August 15, 1996
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This Amendment No. 4 to Schedule 13E-4 is being filed with the Securities
and Exchange Commission (the "Commission") by Magellan Health Services, Inc.
(the "Company") on September 12, 1996, and amends the Schedule 13E-4 filed by
the Company with the Commission on August 15, 1996, amended August 21, 1996,
amended September 5, 1996, and last amended September 9, 1996 (the "Schedule
13E-4"). Unless otherwise defined herein, all capitalized terms used but not
defined herein have the meanings assigned to them in the Schedule 13E-4.
ITEM 8. ADDITIONAL INFORMATION.
(a) The information set forth in "The Offer -- Section 6, Certain Conditions
of the Offer" of the Offer to Purchase is amended and restated in its entirety
as follows.
Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment, purchase or pay for any Shares tendered and may
terminate or amend the Offer or may postpone the acceptance for payment of, or
the payment for, Shares tendered, if at any time on or after August 15, 1996 and
at or before the Expiration Date, any of the following events shall have
occurred (or shall have been determined by the Company to have occurred) which,
in the Company's reasonable judgment in any such case and regardless of the
circumstances (including any action or omission to act by the Company), makes it
inadvisable to proceed with the Offer or with such acceptance for purchase or
payment:
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental authority or regulatory or
administrative agency, domestic or foreign, or by any other person, domestic
or foreign, before any court or governmental authority or regulatory or
administrative agency, domestic or foreign, (i) that challenges or seeks to
make illegal, or delay or otherwise directly or indirectly restrain or
prohibit the making of the Offer, the acceptance for payment of or payment
for some or all of the Shares by the Company or otherwise directly or
indirectly relating in any manner to or affecting the Offer, or (ii) that
otherwise, in the reasonable judgment of the Company, has or may have a
material adverse effect on the business, financial condition, income,
operations or prospects of the Company and its subsidiaries taken as a whole
or has or may materially impair the contemplated benefits of the Offer to
the Company; or
(b) any action shall have been threatened, instituted, pending or taken
or approval withheld or any statute, rule, regulation, judgment or order or
injunction proposed, sought, enacted, enforced, promulgated, amended, issued
or deemed applicable to the Offer or the Company or any of its subsidiaries
by any court, government or governmental authority or regulatory or
administrative agency, domestic or foreign, that, in the reasonable judgment
of the Company might, directly or indirectly, result in any of the
consequences referred to in clauses (i) or (ii) of paragraph (a) above; or
(c) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market, (ii) the declaration of a banking
moratorium or any suspension of payments in respect of banks in the United
States, (iii) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States, (iv) any limitation by any governmental, regulatory or
administrative authority or agency or any other event that, in the
reasonable judgment of the Company, might affect the extension of credit by
banks or other lending institutions, (v) any significant decrease in the
market price of the Shares or any change in the general political, market,
economic or financial conditions in the United States or abroad that has or
may have a material adverse effect with respect to the Company's business,
operations or prospects or the trading in the Shares, (vi) in the case of
any of the foregoing existing at the time of the commencement of the Offer,
a material acceleration or worsening thereof, or (vii) any decline in either
the Dow Jones Industrial Average (5666.89 at the close of business on August
14,
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1996) or the Standard and Poor's Index of 500 Industrial Companies (622.05
at the close of business on August 14, 1996) by an amount in excess of 10%,
measured from the close of business on August 14, 1996; or
(d) a tender or exchange offer for some or all of the Shares (other than
the Offer) or a proposal with respect to a merger, consolidation or other
business combination with or involving the Company or any subsidiary shall
have been proposed to be made or shall have been made by another person; or
(e) (i) any entity, group (as that term is used in Section 13(d)(3) of
the Exchange Act), or person (other than entities, groups or persons, if
any, who have filed with the Securities and Exchange Commission (the
"Commission") on or before August 15, 1996, a Schedule 13G or a Schedule 13D
with respect to any of the Shares) shall have acquired or proposed to
acquire beneficial ownership of more than 5% of the outstanding Shares; or
(ii) such entity, group or person that has publicly disclosed any
such beneficial ownership of more than 5% of the Shares prior to such
date shall have acquired, or proposed to acquire, beneficial ownership of
additional Shares constituting more than 2% of the outstanding Shares or
shall have been granted any option or right to acquire beneficial
ownership of more than 2% of the outstanding Shares; or
(iii) any person or group shall have filed a Notification and Report
Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
reflecting an intent to acquire the Company or any of its Shares; or
(f) any change or changes have occurred (or any development shall have
occurred involving any prospective change or changes) in the business,
assets, liabilities, condition (financial or otherwise), operations, results
of operations or prospects of the Company or any of its subsidiaries that,
in the reasonable judgment of the Company, have or may have a material
effect with respect to the Company and its subsidiaries taken as a whole.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company in its sole discretion regardless of the circumstances
(including any action or inaction by the Company) giving rise to any such
conditions, or may be waived by the Company in its sole discretion, in whole or
in part, at any time. The failure by the Company at any time to exercise its
rights under any of the foregoing conditions shall not be deemed a waiver of any
such right; the waiver of any such right with respect to particular facts and
other circumstances shall not be deemed a waiver with respect to any other facts
and circumstances; and each such right shall be deemed an ongoing right which
may be asserted at any time or from time to time. Any determination by the
Company concerning the events described in this Section 6 shall be final and
binding on all parties.
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SIGNATURES
After due 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.
MAGELLAN HEALTH SERVICES, INC.
By: /s/ STEVE J. DAVIS
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STEVE J. DAVIS
EXECUTIVE VICE PRESIDENT --
ADMINISTRATIVE SERVICES AND GENERAL
COUNSEL
Dated: September 16, 1996
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