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
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| C/O ONEX CORPORATION, 161 BAY STREET |
| TORONTO, ONTARIO |
(Street)
|
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 |
|
Ordinary Common Stock |
5,166
|
12.07
|
I |
FN
|
| Explanation of Responses: |
|
/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. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
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.