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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Magellan Health Services, Inc.
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(Name of Issuer)
Common Stock, par value $0.25 per share
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(Title of Class of Securities)
559079-10-8
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(CUSIP Number)
Michael A. Gerstenzang, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 17, 2000
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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. Seess. 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 559079-10-8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Advisors II, Inc.
2 =====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3
4 SOURCE OF FUNDS*
00 - Contributions of Partners of Affiliates
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
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 8,540,053 (See Items 4 and 5.)
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
8,540,053 (See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,540,053 (See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.08% (See Items 4 and 5.)
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.
<PAGE>
This Amendment No. 3 amends and supplements the Schedule 13D (as amended to
the date hereof, the "Schedule") filed on July 26, 1999, as amended on September
30, 1999 and December 15, 1999, by TPG Advisors II, Inc. ("TPG Advisors"), with
respect to the common stock, par value $0.25 per share (the "Common Stock"), of
Magellan Health Services, Inc. (the "Company"). All capitalized terms used but
not defined in this Amendment have the meanings ascribed to such terms in the
Schedule.
Item 4. Purpose of Transaction.
On February 17, 2000, the Company obtained the requisite approval of the
Company's stockholders, which was the last approval necessary, to permit the TPG
Parties to exercise the Option. Accordingly, the TPG Parties currently have an
irrevocable option to purchase an aggregate of 21,000 additional shares of
Series A Preferred Stock for an aggregate purchase price of $21,000,000.
The Option may be exercised by the TPG Parties at any time, in whole and
not in part, during the period commencing on February 17, 2000 and ending on
August 17, 2002 (such date, as it may be extended, the "Expiration Date"). Under
certain circumstances described in the Schedule, the Expiration Date may be
extended, the Option may be exercised in part and the Company may require the
TPG Parties to exercise the Option.
Item 5. Interest in Securities of the Issuer.
By virtue of its beneficial ownership of Series A Preferred Stock and the
Option, as the general partner of the general partner of TPG, TPG Parallel and
TPG Investors, and as the general partner of TPG 1999, TPG Advisors may be
deemed to beneficially own up to 8,540,053 shares of Common Stock, representing
in the aggregate 21.08% of the outstanding shares of Common Stock (based on the
number of shares of Common Stock represented by the Company to be outstanding as
of January 31, 2000 in its Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to TPG
Advisors II, Inc. is true, complete and correct.
Dated: February 18, 2000
TPG ADVISORS II, INC.
By: /s/ Richard A. Ekleberry
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Name: Richard A. Ekleberry
Title: Vice President
