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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT - October 8, 2003
(Date of Earliest Event Reported)
MAGELLAN HEALTH SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Commission File No. 1-6639
Delaware 58-1076937
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(State of Incorporation) (I.R.S. Employer
Identification No.)
6950 Columbia Gateway Drive Suite 400
Columbia, Maryland 21046
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(Address of principal Zip Code
executive offices)
Registrant's telephone number, including area code: (410) 953-1000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On October 8, 2003, the Third Joint Amended Plan of Reorganization,
as modified (the "Plan"), of Magellan Health Services, Inc. ("Magellan" or the
"Company") and certain of its subsidiaries was confirmed by order of the United
States Bankruptcy Court for the Southern District of New York (the "Court"). At
a hearing by the Court on confirmation of the Plan held on October 8, 2003, the
vote of the Company's creditors on acceptance of the Plan was reported. The plan
was accepted by the favorable vote of all classes of the Company's creditors
entitled to vote on the plan, as determined in accordance with the plan, other
than the Company's senior secured creditors whose approval was not required for
confirmation of the Plan. Magellan currently anticipates that the conditions to
effectiveness of the plan will be satisfied and the plan will be substantially
consummated in the current quarter. Magellan today issued the attached press
release regarding the Court's confirmation of the Plan (attached hereto as
Exhibit 2.1 hereto). Certain of the statements made in the press release,
including those concerning the success of the company's reorganization plan,
constitute forward looking statements as contemplated under the Private
Securities Litigation Reform Act of 1995. These forward looking statements are
subject to known and unknown uncertainties and risks which could cause actual
results to differ materially from those contemplated or implied by such forward
looking statements including: service issues arising with certain customers,
terminations by customers, operating results or cash flows differing from those
contemplated or implied by such forward looking statements, the impact of new or
amended laws or regulations, governmental inquiries, outcome of ongoing
litigation, interest rate increases, unanticipated increases in the costs of
care and other factors. Any forward looking statements made in this release are
also qualified in their entirety by these risks and the complete discussion of
risks set forth under the caption "Cautionary Statements" in Magellan's Annual
Report on Form 10-K/A for the year ended September 30, 2002 filed with the
Securities and Exchange Commission on January 23, 2003.
As previously disclosed, on March 11, 2003, Magellan and 88 of its
subsidiaries (collectively, the "Debtors") filed voluntary petitions under
chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the
Court. The chapter 11 cases were consolidated for procedural purposes only and
have been jointly administered under case no. 03-40515 (PCB) pursuant to an
order of the Court. The Debtors have remained in possession of their assets and
properties, and have continued to operate their businesses and manage their
properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code.
Also as previously reported, on August 18, 2003, the Debtors received
approval from the Court of the distribution to their creditors of a Disclosure
Statement (the "Disclosure Statement") with respect to the Debtors' Third Joint
Amended Plan of Reorganization, which the Debtors had previously filed with the
Court with the approval of its Official Committee of Unsecured Creditors. A copy
of the Third Joint Amended Plan of Reorganization is hereby incorporated by
reference into this report from Exhibit 2(a) to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2003 filed with the SEC on August
19, 2003. On September 25, 2003 and October 8, 2003, the Debtors filed with the
Court certain Modifications to the Debtors' Third Amended Joint Plan of
Reorganization (the "Plan Modifications"). A copy of the Plan Modifications
filed with the Court on September 25 and October 8, 2003 are attached hereto as
Exhibits 2.2 and 2.3, respectively. The order of the Court confirming the Plan
(the "Confirmation Order") contains certain provisions which affect or otherwise
relate to the implementation of the Plan and a copy of the Confirmation Order is
attached hereto as Exhibit 2.4.
The following is a summary of the transactions, including
modifications of the rights of the Company's existing securityholders, which are
contemplated to occur either pursuant to or in connection with the
implementation and consummation of the Plan. This summary only highlights
certain of the substantive provisions of the Plan and is not intended to be a
complete description of, and is not a substitute for a full and complete reading
of, the Plan. This summary is qualified in its entirety by reference to the full
text of the Plan, as it will be implemented pursuant to the Confirmation Order.
Capitalized terms used but not defined in this report have the meanings set
forth in the Plan.
2
Under the Plan, the Company and its subsidiaries will continue to
conduct their current business in their current organizational form and with
their current assets in all material respects (except for cash to be distributed
under the Plan to creditors of the Company), but the Company will be
recapitalized (as so recapitalized, "reorganized Magellan") as of the effective
date of the Plan (the "Effective Date"). Both the existing indebtedness of the
Company (i.e., secured bank loans, two classes of notes and general unsecured
creditor claims) and the existing equity interests in the Company (approximately
35.3 million shares of a single class of Common Stock, $0.25 par value per
share, and approximately 59,063 shares of Series A Redeemable Senior Preferred
Stock, without par value) will be restructured pursuant to the Plan, as
described below.
Under the Plan, the Company's senior secured bank indebtedness,
extended under a credit agreement dated February 12, 1998, as amended (the
"Existing Credit Agreement"), and consisting of currently outstanding term loans
of approximately $115.8 million and a revolving loan under which there are
outstanding borrowings of $45.0 million and outstanding letters of credit of
approximately $73.5 million, will be either repaid in full or repaid in part and
restructured. If not repaid in full, this indebtedness will be repaid to the
extent of $50.0 million and the remaining balance will be converted to secured
term loans (and reimbursement obligations with respect to outstanding letters of
credit and renewals thereof) having maturities through November 30, 2005 (the
"New Facilities"). The New Facilities will bear interest at a rate equal to the
prime rate plus 3.25 percent and the Company will pay letter of credit fees
equal to 4.25 percent per annum plus a fronting fee of 0.125 percent per annum
of the face amount of letters of credit. The Company will also pay the lenders a
fee of one percent of the New Facilities on the Effective Date. The New
Facilities will be guaranteed by substantially all of the subsidiaries of
reorganized Magellan and will be secured by substantially all of the assets of
reorganized Magellan and the subsidiary guarantors. However, the Company
anticipates that the New Facilities will not be used and, instead, the
indebtedness under its Existing Credit Agreement will be refinanced as described
below.
On August 1, 2003, the Company entered into a commitment letter with
Deutsche Bank (the "DB Commitment Letter") to provide a credit facility (the
"Exit Facility") that would provide $100.0 million in term loans, an $80.0
million letter of credit facility and a $50.0 million revolving credit facility.
The interest rate on the Exit Facility would be lower than the rates of interest
on the New Facilities. Borrowings under the Exit Facility would have a term of
five years. The Exit Facility would be guaranteed by substantially all of the
subsidiaries of reorganized Magellan and would be secured by substantially all
of the assets of reorganized Magellan and the subsidiary guarantors. The
proceeds of the Exit Facility, together with cash on hand, would be used to
repay the obligations under the existing Credit Agreement, to pay fees and
expenses related to the Debtors' chapter 11 cases, to make other cash payments
contemplated by the Plan, and for general working capital purposes. The DB
Commitment Letter is subject to a number of conditions, the satisfaction or
waiver of which is necessary before Deutsche Bank is obligated to extend funds
thereunder. There is no assurance that the Company will satisfy such conditions
or have such conditions waived by the Effective Date and therefore no assurance
that the Company will be able to borrow under the Exit Facility on the Effective
Date, instead of making payment in respect of the Existing Credit Facility and
entering into the New Facility as described above .
3
Under the Plan, holders of the Company's currently outstanding 9-3/8%
Senior Notes due 2007 in the approximate principal amount of $250.0 million (the
"Senior Notes") will exchange their Senior Notes and all accrued and unpaid
interest thereon for new unsecured notes (the "New Notes") of the Company and
cash in an aggregate amount equal to the face amount of the Senior Notes plus
the accrued and unpaid interest thereon. A copy of the form of Indenture with
respect to which the New Notes may be issued under the Plan, between Magellan
Health Services, Inc. and HSBC Bank or another indenture trustee, is hereby
incorporated by reference into this report from Exhibit 99.3 to the Company's
Current Report on Form 8-K dated September 29, 2003. The New Notes will contain
terms substantially similar to the existing Senior Notes, will have a maturity
of November 15, 2008 and an interest rate of 9-3/8% per annum. Holders of the
Company's currently outstanding 9% Senior Subordinated Notes due 2008 in the
approximate principal amount of $625.0 million (the "Senior Subordinated Notes")
will be entitled to receive, in satisfaction of their claims, which include all
accrued and unpaid interest, approximately 88% of the equity of the reorganized
company (before giving effect to the Equity Offering and the Onex Investment,
and the reservation of shares for issuance pursuant to the warrants and for
management compensation purposes described below). Holders of general unsecured
creditor claims (other than Senior Notes claims and Senior Subordinated Notes
claims), which the Company estimates at approximately $75 million, subject to
resolution of certain pending disputes) will receive, in satisfaction of their
claims (including any unpaid interest accrued thereon) cash, shares of Ordinary
Common Stock representing approximately 9% of reorganized Magellan's equity
(before giving effect to the Equity Offering and the Onex Investment, and the
reservation of shares for issuance pursuant to the warrants and for management
compensation purposes described below), and New Notes, the portion of each to be
determined in accordance with certain criteria set forth in the Plan. The
Company expects that on the Effective Date it will issue New Notes in the
aggregate principal amount of approximately $250 million. No interest payments
have been, or (prior to the Effective Date) will be, made regarding the Senior
Subordinated Notes, the Senior Notes or other general unsecured claims against
the Company during the course of the Debtors' chapter 11 proceedings.
Under the Plan, in summary, the currently outstanding shares of
Common Stock of the Company will be cancelled and two classes of newly
authorized shares of common stock will be issued, shares of Ordinary Common
Stock, $0.01 par value per share ("Ordinary Common Stock"), and shares of
Multiple and Variable Vote Restricted Convertible Common Stock, $0.01 par value
per share ("Multi-Vote Common Stock"), including shares of Ordinary Common Stock
to be issued to holders of the Senior Subordinated Notes and to holders of
general unsecured creditor claims, as discussed above. In addition, certain
shares of Ordinary Common Stock and warrants to purchase shares of Ordinary
Common Stock will be issued under the Plan to holders of the Company's currently
outstanding Common Stock and Series A Redeemable Preferred Stock.
The Multi-Vote Common Stock and Ordinary Common Stock will have the
same powers, privileges and rights, and each share will represent an equivalent
interest in reorganized Magellan's equity, except that the shares of Multi-Vote
Common Stock will have the number of votes from time to time sufficient so that
all the outstanding shares of Multi-Vote Common Stock will have an equal number
of votes as all the shares of Ordinary Common Stock, i.e., the Multi-Vote Common
Stock will be entitled to exercise 50% of the voting power of all the common
stock of reorganized Magellan, except as described below. The Multi-Vote Common
Stock will be issued only to Onex and is transferable by Onex only to its
affiliates; upon transfer to any other party it will automatically convert on a
share-for-share basis into the Ordinary Common Stock. The Multi-Vote Securities
will cease to have any special voting rights in the event the outstanding shares
of Multi-Vote Common Stock ceases to represent a specified minimum percentage of
the common equity of reorganized Magellan, as described below. The Multi-Vote
4
Common Stock and Ordinary Common Stock also differ in that each class has
certain other voting rights and other special rights and privileges, including
as described below.
As part of the Plan, the Company has also offered to holders of its
Senior Subordinated Notes and its general unsecured creditors and one holder of
an administrative claim (the "Equity Offering") the opportunity to purchase on
the Effective Date 2,631,579 shares of Ordinary Common Stock representing
approximately 17.2 % of the equity of reorganized Magellan (taking into account
the issuance of equity of reorganized Magellan to its creditors pursuant to the
Plan as described above and giving effect to the Equity Offering and the Onex
Investment but before giving affect to the reservation of shares for issuance
pursuant to the warrants and for management compensation purposes as described
below), at a price per share of $28.50, or a total price of $75 million. The
Company has received a commitment from Onex Corporation, a Canadian corporation,
to purchase on the same terms any shares in the Equity Offering not purchased by
the creditors to whom it was offered. The Company has also received a commitment
from Onex Corporation, for it or investment funds or other entities affiliated
with it (collectively, "Onex"), to purchase on the Effective Date 2,631,579
shares of common stock, which will represent approximately 17.2% of the equity
of reorganized Magellan on the Effective Date (taking in to account the issuance
of equity of reorganized Magellan to its creditors pursuant to the Plan as
described above and giving effect to the Equity Offering and such investment by
Onex but before giving affect to the reservation of shares for issuance pursuant
to the warrants and for management compensation purposes as described below), at
a purchase price per share of $28.50 or at a total price of $75 million (the
"Onex Investment"). In addition, Onex had committed to purchase additional
shares of common stock at a purchase price of $22.50 per share to fund an offer
made by the Company pursuant to the Plan to holders of its Subordinated Notes
and other general unsecured creditors permitting them to elect to receive $22.50
in cash per share in lieu of all the shares of Ordinary Common Stock they would
otherwise receive under the Plan (the "Cash-Out Election"), up to a total of $50
million and subject to pro ration if such election is oversubscribed. Any shares
purchased by Onex, whether in the Equity Offering, pursuant to the Onex
Investment or to fund the Cash-Out election, will be Multi-Vote Common Stock.
The time period for creditors of the Company to elect to purchase
shares of Ordinary Common Stock pursuant to the Equity Offering has expired and
creditors have elected to purchase 2,222,182 shares out of the 2,631,579 shares
offered. The time period for creditors to elect to participate in the Cash-Out
Election has expired and the Company estimates that creditors have elected to
receive cash payments for a total of 681,801 shares that would otherwise be
issued to them under the Plan (requiring cash payments in an amount totaling
$15,340,525 and thereby without a requirement for pro ration among electing
holders). Based on these elections, the Company estimates Onex pursuant to its
commitment will be obligated to purchase on the Effective Date approximately
409,397 shares of Multi-Vote Common Stock with respect to the unsubscribed
portion o the Equity Offering, 2,631,579 shares of Multi-Vote Common Stock
pursuant to the Onex Investment, and approximately 681,801 shares pursuant to
5
funding the Cash-Out Election, for a total purchase of approximately 3,722,777
shares of Multi-Vote Common Stock by Onex, which on the Effective Date will
represent approximately 24.7% of Reorganized Magellan's equity (without giving
affect to the reservation of shares for issuance pursuant to the warrants and
for management compensation purposes referred to below). Holders of Senior
Subordinated Notes are expected to receive approximately 11,426,000 shares of
Ordinary Common Stock in respect of their claims and subscriptions pursuant to
the Equity Offering.
Under the Plan, the existing Series A Redeemable Preferred Stock of
the Company will be cancelled and the holders thereof will receive 198,548
shares of Ordinary Common Stock, representing approximately 1.3% of the equity
of reorganized Magellan on the Effective Date (after giving effect to the
issuance of such shares, the Equity Offering and the Onex Investment but without
giving affect to the reservation of shares for issuance pursuant to the warrants
and for management compensation purposes as referred to below), as well as
warrants to purchase until the seventh anniversary of the Effective Date for
$69.46 per share a like number of shares of Ordinary Common Stock. The existing
common stock of the Company will also be cancelled and the holders thereof will
receive 49,637 shares of Ordinary Common Stock, representing approximately 0.3%
of the equity of reorganized Magellan on the Effective Date (after giving effect
to the issuance of such shares, the Equity Offering and the Onex Investment but
without giving affect to the reservation of shares for issuance pursuant to the
warrants and for management compensation purposes referred to herein), which
equals approximately 1 share of Ordinary Common Stock for every 712 shares of
existing common stock, as well as warrants to purchase until the seventh
anniversary of the Effective Date for $69.46 per share a like number of shares
of Ordinary Common Stock. The form of warrant to be received by existing holders
of the Company's Common Stock and Series A Redeemable Preferred Stock, and the
related form of warrant agreement, was previously filed with the Court as an
exhibit to the Plan and was filed as Exhibit 99.4 to the Company's Current
Report on Form 8-K dated September 25, 2003. Pursuant to the Plan, all
outstanding options and warrants to purchase existing common stock will be
cancelled, and will not be replaced with options or warrants to purchase
Ordinary Common Stock. No fractional shares or cash in lieu thereof will be
issued or paid.
As part of, and subject to, consummation of the Plan, Aetna Inc.
("Aetna") and Magellan have agreed to renew their behavioral health services
contract. Under this agreement, the Company will continue to manage the
behavioral health care of individuals covered by Aetna's healthcare programs
through December 31, 2005, with an option for Aetna to either purchase the
business or to extend the agreement at that time. Pursuant to the Plan, on the
Effective Date, the Company will pay $15.0 million of its obligation to Aetna of
$60.0 million plus accrued interest, and provide Aetna with an interest-bearing
note (the "Aetna Note") for the balance, which would mature on December 31,
2005. The Aetna Note will be guaranteed by substantially all of the subsidiaries
of reorganized Magellan and would be secured by a second lien on substantially
all of the assets of reorganized Magellan and the subsidiary guarantors.
Additionally, if this contract is extended by Aetna at its option through at
least December 31, 2006, one-half of the Aetna Note would be payable on December
31, 2005, and the remainder would be payable on December 31, 2006. If Aetna opts
to purchase the business, the purchase price could be offset against any amounts
owing under the Aetna Note. The Court approved the renewal of the Aetna
agreement on April 23, 2003. This agreement, the Second Amendment, dated as of
6
March 11, 2003 to the Master Service Agreement, dated as of August 5, 1997, by
and among Aetna, Magellan Health Services, Inc. and Magellan's subsidiary Human
Affairs International, as amended, is hereby incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on
March 12, 2003. In addition, Aetna will receive under the Plan an option to
purchase, commencing on January 1, 2006 and not later than the fifth anniversary
of the Effective Date 100,000 shares of Ordinary Common Stock at a purchase
price of $24.10 per share. The form of the warrant to be received by Aetna, and
the related form of warrant agreement, was previously filed with the Court as an
exhibit to the Plan and was filed as Exhibit 99.7 to the Company's Current
Report on Form 8-K dated September 25, 2003.
Upon implementation of the Plan, the Company's certificate of
incorporation and bylaws will be amended and restated. The total number of
shares of capital stock which reorganized Magellan will have the authority to
issue will be 70,000,000 shares, consisting of: (i) 40,000,000 shares of
Ordinary Common Stock, (ii) 20,000,000 shares of Multi-Vote Common Stock and
(iii) 10,000,000 shares of preferred stock, issuable in the discretion of the
Board of Directors in the manner provided by law in one or more series with such
powers, privileges and rights as may be determined by the Board (except that no
non-voting shares shall be issued). As of the Effective Time, the Board of
Directors of reorganized Magellan will consist of nine members, including the
Company's chief executive officer (Steven J. Shulman) and chief operating
officer (Dr. Rene Lerer) and seven members selected by Onex and the Official
Committee of Unsecured Creditors (Mark L. Hilson, Robert Haft, Christopher A.
Govan, Robert M. LeBlanc, Michael P. Ressner, Michael Diament and Saul Burian).
The terms of office of three of the members (Messrs. Haft, Govan and LeBlanc)
will extend to the 2005 annual meeting of reorganized Magellan, the terms of
office of two members (Messrs. Hilson and Lerer) will extend until the 2006
annual meeting and the terms of office of four members (Messrs. Shulman,
Ressner, Diament and Burian) will extend until the 2007 annual meeting and in
each case the term of their successors will extend for three years and until the
election and qualification of their respective successors, or in any case their
earlier death, incapacity, resignation or removal. Upon the expiration of their
initial terms, the seats held by four of the initial directors (Messrs. Shulman,
Hilson, Haft and Govan and their successors) will be filled by election by vote
of the Multi-Vote Common Stock, voting as a separate class, three (Messrs.
Ressner, Diament and Burian and their successors) will be filled by election by
vote of the Ordinary Common Stock, voting as a separate class and two (Messrs.
LeBlanc and Lerer and their successors) will be filled by election by vote of
the Multi-Vote Common Stock and Ordinary Common Stock, voting together as though
one class, in which vote the Multi-Vote Common Stock will be entitled to cast
50% of the entire vote. However, the special voting powers of the Multi-Vote
Common Stock and Ordinary Common Stock will terminate at such time as there are
no shares of Multi-Vote Common Stock and all the directors will be elected by
vote of the common stockholders. Copies of the forms of Amended and Restated
Certificate of Incorporation and Restated By-Laws of the Company are hereby
incorporated by reference into this report from Exhibits 99.1 and 99.2,
respectively, to the Company's Current Report on Form 8-K dated September 29,
2003.
The Company's current senior executive officers (Steven J. Shulman,
Dr. Rene Lerer and Mark S. Demilio) are expected to enter into employment
agreements with reorganized Magellan on or about the Effective Date and to
continue in their current positions upon consummation of the Plan. On October 8,
2003, the material terms of such agreements were filed with the Court as
7
exhibits to the Plan and such filings are attached as Exhibits 2.5, 2.6 and 2.7
to this report. In general, the Company's other senior officers are expected to
continue in the reorganized Magellan's employ in substantially the same
positions. The form of employment agreement with reorganized Magellan to be
entered into by the Company's other senior officers was previously filed with
the Court as an exhibit to the Plan and was filed as Exhibit 99.10 to the
Company's Current Report on Form 8-K dated September 25, 2003.
The Plan also provides for the establishment of a Management
Incentive Plan under which restricted stock awards, stock options and other
equity incentives may be issued to members of the Company's management and other
employees. A total of 2,693,499 shares of Ordinary Common Stock have been
reserved for issuance pursuant to such plan over a period not to exceed ten
years after the Effective Date. Pursuant to the Plan, restricted stock awards
and other equity incentives covering a total of approximately 73,000 shares of
Ordinary Common Stock are to be issued to executive officers of the Company on
or about the Effective Date. The form of the Management Incentive Plan was
previously filed with the Court as an exhibit to the Plan and was filed as
Exhibit 99.5 to the Company's Current Report on Form 8-K dated September 25,
2003.
The existing common stock of the Company was previously registered
pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), until its listing on the New York Stock Exchange was
terminated on October 8, 2002. Pursuant to Rule 12g-2 promulgated under the
Exchange Act, the existing common stock of the Company was deemed to be
registered under Section 12(g) of the Exchange Act without the filing of an
additional registration statement upon the termination of the listing of the
existing common stock of the Company on the New York Stock Exchange and has
remained so registered. On or as soon as practicable after the Effective Date,
the Ordinary Common Stock of reorganized Magellan will be registered under
Section 12(g) of the Exchange Act. As the existing common stock of the Company
will be cancelled, it will cease to be registered.
Information regarding the assets and liabilities of the Debtors as of
August 31, 2003 is hereby incorporated by reference into this report from the
Company's monthly operating report to the Court attached as Exhibit 99.1 to the
Company's Current Report on Form 8-K filed with the SEC on October 3, 2003. The
Company's assets and liabilities as of the date the confirmation order was
issued were not materially different. The Company's cash assets upon
consummation of the Plan will differ materially by reason of the cash payments
to be made under the Plan, the issuance of equity pursuant to the Equity
Offering and the Onex Investment and the borrowings the Company expects to make
under the Exit Facility, as described above, and the Company's liabilities will
differ materially by reason of the discharge of liabilities provided by the Plan
and the new obligations undertaken by the Company in implementation of the Plan
as described above. On or near the Effective Date, the Company will adopt "fresh
start accounting" with respect to its financial reports, which requires the
Company to restate all assets and liabilities to their fair values based upon
the provisions of the Plan and certain valuations which the Company will make in
connection with the implementation of the Plan. The Company has not yet
determined the impact of fresh start accounting on the historical consolidated
financial statements.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements
Not applicable.
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits.
Exhibit No. Description
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2.1 Press Release issued October 8, 2003 by Magellan
Health Services, Inc.
2.2 Modifications to Debtors' Third Joint Amended Plan
of Reorganization under Chapter 11 of the
Bankruptcy Code, as filed with the U.S. Bankruptcy
Court for the Southern District of New York on
September 25, 2003 (incorporated by reference to
Exhibit 99.2 to the Company's Current Report on
Form 8-K dated September 29, 2003).
2.3 Modifications to Debtors' Third Joint Amended Plan
of Reorganization under Chapter 11 of the
Bankruptcy Code, as filed with the U.S. Bankruptcy
Court for the Southern District of New York on
October 8, 2003.
2.4 Order Confirming Debtors' Third Joint Amended Plan
of Reorganization, as Modified, Pursuant to
Chapter 11 of the Bankruptcy Code, , as filed with
the U.S. Bankruptcy Court for the Southern
District of New York on October 8, 2003.
2.5 Term sheet related to the Employment Agreement for
Steven J. Shulman, as filed with the U.S.
Bankruptcy Court for the Southern District of New
York on October 8, 2003.
2.6 Term sheet related to the Employment Agreement for
Dr. Rene Lerer, as filed with the U.S. Bankruptcy
Court for the Southern District of New York on
October 8, 2003.
2.7 Term sheet related to the Employment Agreement for
Mark S. Demilio, as filed with the U.S. Bankruptcy
Court for the Southern District of New York on
October 8, 2003.
9
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MAGELLAN HEALTH SERVICES, INC.
By: /s/ Mark S. Demilio
--------------------------------------
Name: Mark S. Demilio
Title: Executive Vice President and
Chief Financial Officer
Dated: October 9, 2003
10
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Press Release issued October 8, 2003 by Magellan
Health Services, Inc.
2.2 Modifications to Debtors' Third Joint Amended Plan
of Reorganization under Chapter 11 of the
Bankruptcy Code, as filed with the U.S. Bankruptcy
Court for the Southern District of New York on
September 25, 2003 (incorporated by reference to
Exhibit 99.2 to the Company's current report on
Form 8-K dated September 29, 2003).
2.3 Modifications to Debtors' Third Joint Amended Plan
of Reorganization under Chapter 11 of the
Bankruptcy Code, as filed with the U.S. Bankruptcy
Court for the Southern District of New York on
October 8, 2003.
2.4 Order Confirming Debtors' Third Joint Amended Plan
of Reorganization, as Modified, Pursuant to
Chapter 11 of the Bankruptcy Code, , as filed with
the U.S. Bankruptcy Court for the Southern
District of New York on October 8, 2003.
2.5 Term sheet related to the Employment Agreement for
Steven J. Shulman, as filed with the U.S.
Bankruptcy Court for the Southern District of New
York on October 8, 2003.
2.6 Term sheet related to the Employment Agreement for
Dr. Rene Lerer, as filed with the U.S. Bankruptcy
Court for the Southern District of New York on
October 8, 2003.
2.7 Term sheet related to the Employment Agreement for
Mark S. Demilio, as filed with the U.S. Bankruptcy
Court for the Southern District of New York on
October 8, 2003.
11