SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
LEBLANC ROBERT M

(Last) (First) (Middle)
C/O ONEX CORPORATION, 161 BAY STREET
TORONTO, ONTARIO

(Street)
CANADA M5J2S1

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/05/2004
3. Issuer Name and Ticker or Trading Symbol
MAGELLAN HEALTH SERVICES INC [ MGLN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Multiple and Variable Vote Restricted Convrtble Common Stock 01/05/2004 (1) Ordinary Common Stock 5,166(2) 12.07(3) I FN(4)
Explanation of Responses:
1. See Exhibit 99.1
2. See Exhibit 99.1
3. See Exhibit 99.1
4. See Exhibit 99.1
/s/ Robert M. LeBlanc 01/15/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                                                    EXHIBIT 99.1


                            EXPLANATION OF RESPONSES
                            ------------------------


(1)  No Expiration.

(2)  Represents a portion of the 8,332,726 shares of Multiple and Variable Vote
     Restricted Convertible Common Stock directly held by Magellan Holdings LP
     ("Holdings"). The general partner of Holdings is Onex Partners LP
     ("Partners"). The general partner of Partners is Onex Partners GP LP
     ("Partners GP LP"), which may be entitled to receive a portion of the gain
     realized by Partners on its investments. The general partner of Partners GP
     LP is Onex Partners GP Inc. ("Partners GP"). Onex Corporation ("Onex")
     indirectly owns 100% of the capital stock of Partners GP. The Reporting
     Person is associated with Onex, and has an interest in a limited partner of
     each of Partners GP LP and Holdings, and in such capacities has a pecuniary
     interest in the number of shares indicated in Item 3 of Table II and, may
     also have a pecuniary interest in an additional portion of the shares
     directly held by Holdings. The Reporting Person disclaims beneficial
     ownership of any such shares in which he does not have a pecuniary interest
     and the filing of this Form 3 shall not be construed as an admission that
     the Reporting Person is the beneficial owner of, or has any pecuniary
     interest in, any of such shares, except for the shares set forth in Item 3.

(3)  Based on the acquistion price of Multiple and Variable Vote Restricted
     Convertible Common Stock; convertible on a share-for-share basis.

(4)  The Reporting Person has an interest in a limited partner of each of
     Holdings and Partners GP LP, which is the general partner of the general
     partner of Holdings.