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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. 3)
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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. 3 to Schedule 13E-4 is being filed with the Securities
and Exchange Commission (the "Commission") by Magellan Health Services, Inc.
(the "Company") on September 9, 1996, and amends the Schedule 13E-4 filed by the
Company with the Commission on August 15, 1996, amended August 21, 1996, and
last amended September 5, 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 9. MATERIAL TO BE FILED AS EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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*(a) (1) -- Form of Offer to Purchase dated August 15, 1996.
*(a) (2) -- Form of Letter of Transmittal.
*(a) (3) -- Form of Notice of Guaranteed Delivery.
*(a) (4) -- Form of letter to brokers, dealers, commercial banks, trust companies and other nominees
dated August 15, 1996.
*(a) (5) -- Form of letter to clients who are common stockholders for use by brokers, dealers,
commercial banks, trust companies and other nominees dated August 15, 1996.
*(a) (6) -- Form of letter to stockholders from the Chairman and Chief Executive Officer of the
Company dated August 15, 1996.
*(a) (7) -- Form of letter to Participants for use by the Trustee of the Company's Employee Stock
Ownership Plan dated August 22, 1996.
*(a) (8) -- Form of Summary Advertisement dated August 15, 1996.
*(a) (9) -- Form of Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
*(a)(10) -- Form of Press Release dated August 15, 1996.
*(a)(11) -- Form of Supplement to Offer to Purchase dated September 5, 1996.
*(a)(12) -- Form of Press Release dated September 5, 1996.
**(a)(13) -- Form of letter to Participants for use by the Trustee of the Company's Employee Stock
Ownership Plan dated September 6, 1996.
*(b) (1) -- Second Amended and Restated Credit Agreement, dated as of May 2, 1994, among the
Company, Bankers Trust Company, as Agent, First Union National Bank of North Carolina,
as Co-Agent, and the financial institutions listed in such credit agreement, which was
filed as Exhibit 4(e) to the Company's Registration Statement on Form S-4 (No.
33-53701), filed May 18, 1994, and is incorporated herein by reference.
*(b) (2) -- Amendment No. 1, dated as of June 9, 1994, to Second Amended and Restated Credit
Agreement, dated as of May 2, 1994, among the Company, the financial institutions
listed therein, Bankers Trust Company, as Agent, and First Union National Bank of North
Carolina, as Co-Agent, which was filed as Exhibit 4(w) to the Company's Amendment No. 1
to Registration Statement on Form S-4 (No. 33-53701) filed July 1, 1994, and is
incorporated herein by reference.
*(b) (3) -- Amendment No. 2, dated as of September 30, 1994, to Second Amended and Restated Credit
Agreement, dated as of May 2, 1994, among the Company, the financial institutions
listed therein, Bankers Trust Company, as Agent, and First Union National Bank of North
Carolina, as Co-Agent, which was filed as Exhibit 4(s) to the Company's Annual Report
on Form 10-K for the year ended September 30, 1994, and is incorporated herein by
reference.
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1
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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*(b) (4) -- Amendment No. 3, dated as of December 12, 1994, to Second Amended and Restated Credit
Agreement, dated as of May 2, 1994, among the Company, the financial institutions
listed therein, Bankers Trust Company, as Agent, and First Union National Bank of North
Carolina, as Co-Agent, which was filed as Exhibit 4(a) to the Company's Quarterly
Report on Form 10-Q for the Quarterly Period ended December 31, 1994, and is
incorporated herein by reference.
<C> <C> <S>
*(b) (5) -- Amendment No. 4, dated as of January 11, 1995, to Second Amended and Restated Credit
Agreement, dated as of May 2, 1994, among the Company, the financial institutions
listed therein, Bankers Trust Company, as Agent, and First Union National Bank of North
Carolina, as Co-Agent, which was filed as Exhibit 4(b) to the Company's Quarterly
Report on 10-Q for the Quarterly Period ended December 31, 1994, and is incorporated
herein by reference.
*(b) (6) -- Amendment No. 5, dated as of March 17, 1995, to Second Amended and Restated Credit
Agreement, dated as of May 2, 1994, among the Company, the financial institutions
listed therein, Bankers Trust Company, as Agent, and First Union National Bank of North
Carolina, as Co-Agent, which was filed as Exhibit 4(a) to the Company's Quarterly
Report on Form 10-Q for the Quarterly Period ended March 31, 1995, and is incorporated
herein by reference.
*(b) (7) -- Amendment No. 6, dated as of October 17, 1995, to Second Amended and Restated Credit
Agreement, dated as of May 2, 1994, among the Company, Bankers Trust Company, as Agent,
and First Union National Bank of North Carolina, as Co-Agent, which was filed as
Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the Quarterly Period
ended December 31, 1995, and is incorporated herein by reference.
*(b) (8) -- Amendment No. 7, dated as of November 30, 1995, to Second Amended and Restated Credit
Agreement, dated as of May 2, 1994, among the Company, Bankers Trust Company, as Agent,
and First Union National Bank of North Carolina, as Co-Agent, which was filed as
Exhibit 4(b) to the Company's Quarterly Report on Form 10-Q for the Quarterly Period
ended December 31, 1995, and is incorporated herein by reference.
*(b) (9) -- Amendment No. 8, dated as of January 24, 1996, to Second Amended and Restated Credit
Agreement, dated as of May 2, 1994, among the Company, Bankers Trust Company, as Agent,
and First Union National Bank of North Carolina, as Co-Agent, which was filed as
Exhibit 4(c) to the Company's Quarterly Report on Form 10-Q for the Quarterly Period
ended December 31, 1995, and is incorporated herein by reference.
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2
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EXHIBIT NO. DESCRIPTION
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*(b)(10) -- Amendment No. 9, dated as of June 30, 1996, to Second Amended and Restated Credit
Agreement, dated as of May 2, 1994, among the Company, Bankers Trust Company, as Agent,
and First Union National Bank of North Carolina, as Co-Agent, which was filed as
Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the Quarterly Period
ended June 30, 1996, and is incorporated herein by reference.
<C> <C> <S>
*(b)(11) -- Amendment No. 10, dated as of July 31, 1996, to Second Amended and Restated Credit
Agreement, dated as of May 2, 1994, among the Company, Bankers Trust Company, as Agent,
and First Union National Bank of North Carolina, as Co-Agent, which was filed as
Exhibit 4(b) to the Company's Quarterly Report on Form 10-Q for the Quarterly Period
ended June 30, 1996, and is incorporated herein by reference.
*(b)(12) -- Amendment No. 11, dated as of September 3, 1996, to Second Amended and Restated Credit
Agreement, dated as of May 2, 1994, among the Company, Bankers Trust Company, as Agent,
and First Union National Bank of North Carolina, as Co-Agent.
(c) -- Not applicable.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
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*Previously filed.
**Filed with this amendment.
3
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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 9, 1996
4
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE
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*(a) (1) -- Form of Offer to Purchase dated August 15, 1996.
*(a) (2) -- Form of Letter of Transmittal.
*(a) (3) -- Form of Notice of Guaranteed Delivery.
*(a) (4) -- Form of letter to brokers, dealers, commercial banks, trust companies and other
nominees dated August 15, 1996.
*(a) (5) -- Form of letter to clients who are common stockholders for use by brokers,
dealers, commercial banks, trust companies and other nominees dated August 15,
1996.
*(a) (6) -- Form of letter to stockholders from the Chairman and Chief Executive Officer of
the Company dated August 15, 1996.
*(a) (7) -- Form of letter to Participants for use by the Trustee of the Company's Employee
Stock Ownership Plan dated August 22, 1996.
*(a) (8) -- Form of Summary Advertisement dated August 15, 1996.
*(a) (9) -- Form of Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
*(a)(10) -- Form of Press Release dated August 15, 1996.
*(a)(11) -- Form of Supplement to Offer to Purchase dated September 5, 1996.
*(a)(12) -- Form of Press Release dated September 5, 1996.
**(a)(13) -- Form of letter to Participants for use by the Trustee of the Company's Employee
Stock Ownership Plan dated September 6, 1996.
*(b) (1) -- Second Amended and Restated Credit Agreement, dated as of May 2, 1994, among the
Company, Bankers Trust Company, as Agent, First Union National Bank of North
Carolina, as Co-Agent, and the financial institutions listed in such credit
agreement which was filed as Exhibit 4(e) to the Company's Registration
Statement on Form S-4 (No. 33-53701), filed May 18, 1994, and is incorporated
herein by reference.
*(b) (2) -- Amendment No. 1, dated as of June 9, 1994, to Second Amended and Restated Credit
Agreement, dated as of May 2, 1994, among the Company, the financial
institutions listed therein, Bankers Trust Company, as Agent, and First Union
National Bank of North Carolina, as Co-Agent, which was filed as Exhibit 4(w)
to the Company's Amendment No. 1 to July 1, 1994, and is incorporated herein by
reference.
*(b) (3) -- Amendment No. 2, dated as of September 30, 1994, to Second Amended and Restated
Credit Agreement, dated as of May 2, 1994, among the Company, the financial
institutions listed therein, Bankers Trust Company, as Agent, and First Union
National Bank of North Carolina, as Co-Agent, which was filed as Exhibit 4(s)
to the Company's Annual Report on Form 10-K for the year ended September 30,
1994, and is incorporated herein by reference.
*(b) (4) -- Amendment No. 3, dated as of December 12, 1994, to Second Amended and Restated
Credit Agreement, dated as of May 2, 1994, among the Company, the financial
institutions listed therein, Bankers Trust Company, as Agent, and First Union
National Bank of North Carolina, as Co-Agent, which was filed as Exhibit 4(a)
to the Company's Quarterly Report on Form 10-Q for the Quarterly Period ended
December 31, 1994, and is incorporated herein by reference.
</TABLE>
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<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
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*(b) (5) -- Amendment No. 4, dated as of January 11, 1995, to Second Amended and Restated
Credit Agreement, dated as of May 2, 1994, among the Company, the financial
institutions listed therein, Bankers Trust Company, as Agent, and First Union
National Bank of North Carolina, as Co-Agent, which was filed as Exhibit 4(b)
to the Company's Quarterly Report on 10-Q for the Quarterly Period ended
December 31, 1994, and is incorporated herein by reference.
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*(b) (6) -- Amendment No. 5, dated as of March 17, 1995, to Second Amended and Restated
Credit Agreement, dated as of May 2, 1994, among the Company, the financial
institutions listed therein, Bankers Trust Company, as Agent, and First Union
National Bank of North Carolina, as Co-Agent, which was filed as Exhibit 4(a)
to the Company's Quarterly Report on Form 10-Q for the Quarterly Period ended
March 31, 1995, and is incorporated herein by reference.
*(b) (7) -- Amendment No. 6, dated as of October 17, 1995, to Second Amended and Restated
Credit Agreement, dated as of May 2, 1994, among the Company, Bankers Trust
Company, as Agent, and First Union National Bank of North Carolina, as
Co-Agent, which was filed as Exhibit 4(a) to the Company's Quarterly Report on
Form 10-Q for the Quarterly Period ended December 31, 1995, and is incorporated
herein by reference.
*(b) (8) -- Amendment No. 7, dated as of November 30, 1995, to Second Amended and Restated
Credit Agreement, dated as of May 2, 1994, among the Company, Bankers Trust
Company, as Agent, and First Union National Bank of North Carolina, as
Co-Agent, which was filed as Exhibit 4(b) to the Company's Quarterly Report on
Form 10-Q for the Quarterly Period ended December 31, 1995, and is incorporated
herein by reference.
*(b) (9) -- Amendment No. 8, dated as of January 24, 1996, to Second Amended and Restated
Credit Agreement, dated as of May 2, 1994, among the Company, Bankers Trust
Company, as Agent, and First Union National Bank of North Carolina, as
Co-Agent, which was filed as Exhibit 4(c) to the Company's Quarterly Report on
Form 10-Q for the Quarterly Period ended December 31, 1995, and is incorporated
herein by reference.
*(b)(10) -- Amendment No. 9, dated as of June 30, 1996, to Second Amended and Restated
Credit Agreement, dated as of May 2, 1994, among the Company, Bankers Trust
Company, as Agent, and First Union National Bank of North Carolina, as
Co-Agent, which was filed as Exhibit 4(a) to the Company's Quarterly Report on
Form 10-Q for the Quarterly Period ended June 30, 1996, and is incorporated
herein by reference.
*(b)(11) -- Amendment No. 10, dated as of July 31, 1996, to Second Amended and Restated
Credit Agreement, dated as of May 2, 1994, among the Company, Bankers Trust
Company, as Agent, and First Union National Bank of North Carolina, as
Co-Agent, which was filed as Exhibit 4(b) to the Company's Quarterly Report on
Form 10-Q for the Quarterly Period ended June 30, 1996, and is incorporated
herein by reference.
</TABLE>
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EXHIBIT NO. DESCRIPTION PAGE
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*(b)(12) -- Amendment No. 11, dated as of September 3, 1996, to Second Amended and Restated
Credit Agreement, dated as of May 2, 1994, among the Company, Bankers Trust
Company, as Agent, and First Union National Bank of North Carolina, as
Co-Agent.
<C> <C> <S> <C>
(c) -- Not applicable.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
</TABLE>
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*Previously filed.
**Filed with this amendment.
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IMMEDIATE ATTENTION REQUIRED
SEPTEMBER 6, 1996
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TO: PARTICIPANTS IN THE CHARTER MEDICAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN (THE
"ESOP")
FROM: WACHOVIA BANK OF SOUTH CAROLINA, N.A., TRUSTEE
RE: DIRECTION CONCERNING TENDER OF SHARES ALLOCATED TO YOUR ESOP ACCOUNT
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DEAR ESOP PARTICIPANT:
Enclosed are materials that require your immediate attention. Magellan
Health Services, Inc. has extended the offer to purchase shares of Magellan
Health Services, Inc. until September 18, 1996. It has also increased the number
of shares which it is willing to purchase. AS A RESULT OF THIS EXTENSION, YOU
HAVE UNTIL MIDNIGHT NEW YORK CITY TIME SEPTEMBER 16, 1996 TO INSTRUCT WACHOVIA
WHETHER TO TENDER OR NOT TO TENDER SHARES ALLOCATED TO YOUR ACCOUNT. Please
refer to the materials included with this letter and in Wachovia's prior
communications to you for instructions on how to direct Wachovia.
If you have already returned a direction form and do not wish to change your
direction, you need not take any further steps. If you have already directed
Wachovia and wish to change your direction, a new direction form may be obtained
by calling the number below. Your latest dated, properly executed and submitted
direction form will control.
Included with this letter is a handout that provides answers to common
questions that ESOP participants may have concerning the tender offer.
If you should have any questions concerning this matter, please call
MACKENZIE PARTNERS, INC.
1-800-322-2885
Very truly yours,
Wachovia Bank of South Carolina, N.A.
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MAGELLAN HEALTH SERVICES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
1. WHAT HAPPENS TO MY ACCOUNT IN THE ESOP IF I DO NOT TENDER MY SHARES?
If you do not want to tender your shares, you should mark and return
your Direction Form to indicate that you do not want to tender your
shares.
If your shares are not tendered, they will remain in your ESOP account.
You are 100% vested in those shares. Each year you will receive a
Benefit Statement that will give you information on how many shares have
been allocated to your account and the value of your account.
2. WHAT HAPPENS TO MY ACCOUNT IF I DO TENDER MY SHARES?
If you elect to tender your shares, the Trustee will deposit the cash
you receive from the tender offer into your ESOP account. Magellan has
said that the ESOP will be amended to allow the cash to be invested in
accordance with the investment alternatives and elections available
under Magellan's 401(k) plan, as follows:
-For ESOP participants who currently participate in the 401(k)
plan, Magellan has said that the amendment will provide that the
cash will be invested temporarily in the same money market fund
utilized by the 401(k) plan. The cash will remain in the money
market fund until the 401(k) plan investment elections are
effected for the quarter beginning October 1. Once such
investment elections are effected, the cash will be invested on
the same basis that an individual's account is invested under the
401(k) plan.
-As for ESOP participants who do not participate in the 401(k)
plan, Magellan has said that the amendment will provide that the
cash received from the tender offer will be invested through
December 31 in the same money market fund utilized by the 401(k)
plan. This will give Magellan time to distribute information
about the investment alternatives available under the 401(k) plan
and participants the time to make investment decisions with
respect to such alternatives. After December 31, these
participants will have the same quarterly election rights with
respect to the cash as participants in the 401(k) plan.
Magellan does not anticipate a problem in amending the ESOP.
3. WHEN CAN I RECEIVE MY ESOP ACCOUNT BALANCE?
You will not directly receive any portion of the tender proceeds. Any
such proceeds will be invested in accordance with the terms of the ESOP.
Upon your termination of service, retirement, or death, your account
balance will be payable to you or your beneficiaries. The amount you
receive will be based on the value of your account, which may consist of
Magellan stock and/or invested tender proceeds.
You will not owe any taxes on your ESOP account until your account is
paid to you. When you receive a payout from the ESOP, you also will
receive a statement to be used for tax purposes and an explanation of
the taxation rules on your payout.
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4. WHAT IS THE VALUE OF MY ACCOUNT?
For ESOP purposes, the value of the Magellan Health Services, Inc. Stock
is determined by the Trustee. The stock is traded on the American Stock
Exchange and, absent unusual circumstances, the Trustee will look to the
market for this valuation. The stock value can go up or down. Should you
tender your shares, the cash proceeds will be invested in your account
in accordance with the terms of the ESOP.
5. I HAVE TERMINATED SERVICE FROM MAGELLAN HEALTH SERVICES, INC. HOW DO I
REQUEST PAYMENT OF MY ESOP ACCOUNT?
ESOP distribution forms are available from your local Human Resources
Representative. ESOP distributions are made in accordance with the terms
of the ESOP in effect upon your termination of service.
6. IF I HAVE ANY FURTHER QUESTIONS AS TO THE OPERATION OF MY ESOP ACCOUNT, WHO
SHOULD I CALL?
AON Consulting at 800-867-1863.
