SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Magellan Health Services, Inc.
(Name of Issuer)
Common Stock, Par Value $0.25 Per Share
(Title of Class of Securities)
559079108
(CUSIP Number)
Melissa Parrish
777 Main Street, Suite 2250
Fort Worth, Texas 76102
(817) 820-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 7, 2003
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
*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).
**The total number of shares of Stock reported herein is 1,640,000 shares, which
constitutes approximately 4.6% of the outstanding shares of the Stock. All
ownership percentages set forth herein assume, pursuant to Rule 13d-1(j), that
there are 35,318,926 shares of Stock outstanding.
1
1. Name of Reporting Person:
Richard E. Rainwater
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: NA
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,640,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,640,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,640,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.6%
14. Type of Reporting Person: IN
2
Pursuant to Rule 13d-2(a) of Regulation 13D of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amends that Schedule 13D Statement dated January 25,
1996, as amended by Amendment No. 1 dated November 26, 1996, and Amendment No. 2
dated April 17, 1998 (as amended, the "Schedule 13D"), relating to the Common
Stock, $0.25 par value (the "Stock"), of Magellan Health Services, Inc., a
Delaware corporation (the "Issuer"). Unless otherwise indicated, all defined
terms used herein shall have the same meanings ascribed to those terms in the
Schedule 13D.
Item 1. SECURITY AND ISSUER.
Item 1 hereby is partially amended by restating the last sentence
thereof as follows:
The address of the principal executive offices of the Issuer is 6950
Columbia Gateway Drive, Suite 400, Columbia, Maryland 21046.
Item 2. IDENTITY AND BACKGROUND.
Item 2 (a) through (c) hereby is amended and restated as follows:
(a) Pursuant to Rule 13d-2(a) of Regulation 13D of the General Rules
and Regulations under the Act, the undersigned Richard E. Rainwater ("RER")
hereby files this Amendment No. 3 to the Schedule 13D. In the Schedule 13D,
Rainwater-Magellan Holdings, L.P. (in the Schedule 13D, called "the
Partnership")was shown as a Reporting Person, and in Amendment No. 2 RER and
Rainwater, Inc., which is wholly-owned by RER, each was shown as the beneficial
owner of more than five percent of the Stock, including shares of the Stock
underlying the Warrants (as described in the Schedule 13D) held by the
Partnership. As the result of the expiration of the Warrants in accordance with
their terms, only RER continued to be the beneficial owner of more than five
percent of the Stock and therefore only RER files this Amendment No. 3 to the
Schedule 13D.
(b) - (c) RER's principal occupation is personal investment for his own
account. His business address is 777 Main Street, Suite 2250, Fort Worth, Texas
76102.
(d) - (f) No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 (a) through (c) and (e) hereby is amended and restated as
follows:
(a) RER is the beneficial owner of 1,640,000 shares of the Stock, which
constitutes approximately 4.6% of the outstanding shares of the Stock.
(b) RER has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 1,640,000 shares of the Stock which he directly
owns.
3
(c) On May 5, 2003, RER sold 602,554 shares of the Stock in an open
market transaction on the Over-the-Counter Bulletin Board at $0.035 per share.
On the same date, Rainwater, Inc., which owned 39,724 shares of the Stock, sold
all of those shares in an open market transaction on the Over-the-Counter
Bulletin Board at the same per share price. On May 7, 2003, RER sold 175,000
shares of the Stock in an open market transaction on the Over-the-Counter
Bulletin Board at $0.034 per share.
(d) No material change.
(e) As a result of the transactions described in Item 5(c), RER ceased
to be the beneficial owner of more than five percent of the Stock on May 7,
2003.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 hereby is partially amended by adding at the end thereof the
following:
Exhibit 2 - Power of Attorney authorizing Melissa T. Parrish to sign on
behalf of RER (filed as Exhibit 6 to Amendment No. 4 to that Schedule 13D
Statement filed October 30, 2002 relating to the Common Shares of Beneficial
Interest of Crescent Real Estate Equities Company, and incorporated by reference
as an exhibit hereto).
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 8, 2003
RICHARD E. RAINWATER
/s/ Richard E. Rainwater, by Melissa
Parrish, Attorney-in-Fact
4