SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 2)
Magellan Health Services, Inc.
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(Name of Issuer)
Ordinary Common Stock, par value $0.01 per share
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(Title of Class of Securities)
559079207
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(CUSIP Number of Class of Securities)
Daniel S. Loeb
Third Point LLC
360 Madison Avenue, 24th Floor
New York, NY 10017
(212) 224-7400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Jack H. Nusbaum, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
March 30, 2005
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(Date of Event which Requires
Filing of this Schedule)
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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* 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).
SCHEDULE 13D
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CUSIP No. 559079207 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel S. Loeb
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,000,000
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,000,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP No. 559079207 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Third Point LLC I.D. #13-3922602
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,000,000
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,000,000
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,000,000
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14 TYPE OF REPORTING PERSON*
OO
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This Amendment No. 2 (this "Amendment No. 2") amends the Schedule 13D filed
on January 13, 2004 (together with Amendment No. 1 filed on August 20, 2004
("Amendment No. 1"), the "Schedule 13D"), and is being filed on behalf of Third
Point LLC, a Delaware limited liability company (the "Management Company"), and
Daniel S. Loeb, an individual ("Mr. Loeb" and, together with the Management
Company, the "Reporting Persons"). This Amendment No. 2 relates to the Ordinary
Common Stock, par value $0.01 per share, of Magellan Health Services, Inc., a
Delaware corporation (the "Company"). Unless the context otherwise requires,
references herein to the "Common Stock" are to such Ordinary Common Stock of the
Company. The Management Company is the investment manager or adviser to a
variety of hedge funds and managed accounts (such funds and accounts,
collectively, the "Funds"). The Funds directly own the Common Stock to which
this Amendment No. 2 relates, and the Reporting Persons may be deemed to have
beneficial ownership over such Common Stock by virtue of the authority granted
to them by the Funds to vote and to dispose of the securities held by the Funds,
including the Common Stock. Capitalized terms used herein and not otherwise
defined have the meanings ascribed thereto in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by deleting the entirety of
the text thereof and replacing it with the following:
As of the filing of the initial Schedule 13D on January 13, 2004, the Funds
had expended an aggregate amount of approximately $36,031,964 of their own
investment capital to acquire 2,047,443 shares of Common Stock. Such shares were
acquired in exchange for certain bonds and rights held by the Funds in
connection with the Company's reorganization under Chapter 11 of Title 11 of the
United States Code. As of the filing of Amendment No. 1 on August 20, 2004, the
Funds had expended an additional aggregate amount of approximately $8,134,465 of
their own investment capital to acquire an additional 291,367 shares of Common
Stock. Since the filing of Amendment No. 1, the Funds have expended an aggregate
amount of approximately $10,073,059 of their own investment capital to acquire
290,090 shares of Common Stock, and have sold 628,900 shares of Common Stock for
proceeds in an aggregate amount of approximately $22,559,710.
4
The Funds effect purchases of securities primarily through margin accounts
maintained for them with Bear, Stearns Securities Corp. (the "Primary Brokers"),
which may extend margin credit to the Funds as and when required to open or
carry positions in the margin accounts, subject to applicable Federal margin
regulations, stock exchange rules and the firm's credit policies. In such
instances, the positions held in the margin accounts are pledged as collateral
security for the repayment of debit balances in the accounts.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by deleting the entirety of
the text thereof and replacing it with the following:
The purpose of the acquisition of the shares of Common Stock by the Funds
is for investment. The Reporting Persons may cause the Funds to make further
acquisitions of Common Stock from time to time or to dispose of any or all of
the shares of Common Stock held by the Funds at any time.
The Reporting Persons are engaged in the investment business. In pursuing
this business, the Reporting Persons analyze the operations, capital structure
and markets of companies, including the Company, on a continuous basis through
analysis of documentation and discussions with knowledgeable industry and market
observers and with representatives of such companies (often at the invitation of
management). From time to time, one or more of the Reporting Persons may hold
discussions with third parties or with management of such companies in which the
Reporting Person may suggest or take a position with respect to potential
changes in the operations, management or capital structure of such companies as
a means of enhancing shareholder value. Such suggestions or positions may relate
to one or more of the transactions specified in clauses (a) through (j) of Item
4 of Schedule 13D of the Exchange Act, including, without limitation, such
matters as disposing of or selling all or a portion of the company or acquiring
another company or business, changing operating or marketing strategies,
adopting or not adopting certain types of anti-takeover measures and
restructuring the company's capitalization or dividend policy.
Except as set forth above, and in the Schedule 13D, the Reporting Persons
do not have any present plans or proposals that relate to or would result in any
of the actions required to be described in Item 4 of Schedule 13D. Each of the
Reporting Persons may, at any time, review or reconsider its position with
respect to the Company and formulate plans or proposals with respect to any of
such matters, but has no present intention of doing so.
5
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by deleting the entirety of
the text thereof and replacing it with the following:
(a) As of the date of this Amendment No. 2, the Management Company
beneficially owns 2,000,000 shares of Common Stock (the "Shares"). The
Management Company shares voting and dispositive power over such holdings with
Mr. Loeb and with the Funds. The Shares represent 7.4% of the approximate total
of 26.9 million shares of Common Stock outstanding as reported in the Company's
Form 10-K for the fiscal year ended December 31, 2004. None of the individual
Funds owns a number of shares of Common Stock equal to or greater than 5% of
such total Common Stock outstanding.
(b) The Management Company and Mr. Loeb share voting and dispositive power
over the 2,000,000 shares of Common Stock held directly by the Funds.
(c) Schedule A hereto sets forth certain information with respect to
transactions by the Funds, at the direction of the Reporting Persons, in the
Common Stock during the past sixty days.
All of the transactions set forth on Schedule A, except as may be otherwise
noted therein, were effected in open market transactions on NASDAQ through the
Primary Brokers.
Except as set forth above, during the last sixty days, there were no
transactions in the Common Stock effected by the Reporting Persons, nor, to the
best of their knowledge, any of their directors, executive officers, general
partners or members.
(d) Other than the Funds which directly hold the Shares, and except as set
forth in this Item 5, no person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement, dated as of January 13, 2004, by and between the
Reporting Persons, incorporated herein by reference to Exhibit 1 of the initial
Schedule 13D filed on January 13, 2004.
6
Schedule A
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(Transactions by the Funds in Common Stock
during the sixty days prior to the date of
the most recent transaction)
----------------- ------------------- ---------------- -----------------------
Date Transaction Shares Price Per Share
----------------- ------------------- ---------------- -----------------------
1/31/2005 BUY 42,100 37.0000
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1/31/2005 SELL (42,100) 37.0000
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2/24/2005 SELL (60,000) 33.3204
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2/25/2005 SELL (40,000) 34.3289
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2/28/2005 BUY 27,400 34.2600
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2/28/2005 SELL (27,400) 34.2600
----------------- ------------------- ---------------- -----------------------
3/28/2005 SELL (83,600) 35.0764
----------------- ------------------- ---------------- -----------------------
3/28/2005 SELL (16,400) 35.1100
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3/29/2005 SELL (10,500) 34.7550
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3/30/2005 SELL (89,500) 33.5441
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3/31/2005 SELL (50,000) 33.7649
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: April 11, 2005
THIRD POINT LLC
By: /s/ Daniel S. Loeb
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Name: Daniel S. Loeb
Title: Managing Member
/s/ Daniel S. Loeb
------------------------------
Daniel S. Loeb
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO SCHEDULE 13D
WITH RESPECT TO
MAGELLAN HEALTH SERVICES, INC.]