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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-3/A
(Amendment No. 1)
APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939
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MAGELLAN HEALTH SERVICES, INC.
(Name of Applicant)
6950 Columbia Gateway Drive
Suite 400
Columbia, Maryland 21046
(Address of Principal Executive Offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED:
Title of Class Amount
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9-3/8% Notes due 2008 Aggregate principal amount not to exceed
$300.0 million
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Approximate date of proposed public offering: Except as otherwise provided for
in the proposed Debtor's Third Amended Plan of Reorganization of Magellan Health
Services, Inc., dated August 18, 2003 (the "Plan"), distributions on account of
Allowed Claims will be made on the date on which the Applicant consummates the
Plan (the "Effective Date") or as soon thereafter as practicable or, with
respect to a Disputed Claim, only after and to the extent such Claim becomes
allowed. Capitalized terms used herein and not otherwise defined have the same
meanings as in the Plan or the Indenture (as defined in the original Application
for Qualification on Form T-3 filed with the Securities and Exchange Commission
on August 28, 2003), as the case may be.
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Mark Demilio
Executive Vice President and Chief Financial Officer
6950 Columbia Gateway Drive
Suite 400
Columbia, Maryland 21046
(Name and Address of Agent for Service)
With copies to:
Robert L. Messineo, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
The Applicant hereby amends this Application for Qualification on such date or
dates as may be necessary to delay its effectiveness until (i) the 20th day
after the filing of an amendment that specifically states that it shall
supersede this Application for Qualification or (ii) such date as the Securities
and Exchange Commission, acting pursuant to Section 307(c) of the Trust
Indenture Act of 1939, may determine upon the written request of the Applicant.
FORM T-3/A
EXPLANATORY NOTE.
This Amendment No. 1 to Form T-3 is being filed solely for the
purposes of filing an executed Form T-1 for the trustee, HSBC Bank USA (the
"Trustee"), attached hereto as Exhibit T3G-2.
ITEM 9. OTHER OBLIGORS.
Contents of Application for Qualification. This Amendment No. 1 to the
Application for Qualification comprises--
(a) Pages numbered 1 to 4, consecutively (including an attached
Exhibit Index).
(b) The statement of eligibility and qualification of the
trustee under the indenture to be qualified.
(c) The following exhibits in addition to those filed as a part
of the statement of eligibility and qualification of the
trustee originally filed by the Applicant on Form T-3 with
the Securities and Exchange Commission on August 28, 2003:
Exhibit T3A* Certificate of Incorporation of
Applicant.
Exhibit T3B* Bylaws of Applicant.
Exhibit T3C* Form of Indenture among Applicant
and the Trustee.
Exhibit T3D Not Applicable.
Exhibit T3E** Disclosure Statement and
accompanying Third Amended Plan of
Reorganization of Magellan Health
Services, Inc., dated August 18,
2003 as filed with the U.S.
Bankruptcy Court for the Southern
District of New York (incorporated
by reference herein to Exhibits 2(a)
and 2(b) to a Quarterly Report on
Form 10-Q filed by Magellan Health
Services, Inc. on August 19, 2003).
Exhibit T3F** Cross reference sheet showing the
location in the Indenture of the
provisions inserted therein pursuant
to Section 310 through 318(a),
inclusive, of the Trust Indenture
Act of 1939 (included as part of
Exhibit T3C).
Exhibit T3G-1** Organizational chart of Applicant
and its subsidiaries.
Exhibit T3G-2* Statement of eligibility and
qualification of the Trustee on Form
T-1.
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* Filed herewith.
** Previously filed.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Applicant, Magellan Health Services, Inc., a corporation organized under the
laws of the State of Delaware, has duly caused this Amendment No. 1 to the
Application for Qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Columbia, State of Maryland, on the 5th day of January 2004.
[SEAL] MAGELLAN HEALTH SERVICES, INC.
By: /s/ Mark Demilio
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Name: Mark Demilio
Title: Executive Vice President and
Chief Financial Officer
Attest: /s/ Megan M. Arthur
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Name: Megan M. Arthur
Title: Secretary
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EXHIBIT INDEX
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Exhibit T3A* Certificate of Incorporation of Applicant.
Exhibit T3B* Bylaws of Applicant.
Exhibit T3C* Form of Indenture among Applicant and the Trustee.
Exhibit T3D Not Applicable.
Exhibit T3E** Disclosure Statement and accompanying Third Amended Plan
of Reorganization of Magellan Health Services, Inc., dated
August 18, 2003 as filed with the U.S. Bankruptcy Court
for the Southern District of New York (incorporated by
reference herein to Exhibits 2(a) and 2(b) to a Quarterly
Report on Form 10-Q filed by Magellan Health Services,
Inc. on August 19, 2003).
Exhibit T3F** Cross reference sheet showing the location in the
Indenture of the provisions inserted therein pursuant to
Section 310 through 318(a), inclusive, of the Trust
Indenture Act of 1939 (included as part of Exhibit T3C).
Exhibit T3G-1** Organizational chart of Applicant and its subsidiaries.
Exhibit T3G-2* Statement of eligibility and qualification of the Trustee
on Form T-1.
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* Filed herewith.
** Previously filed.
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