Magellan Health Inc – ‘SC 13E4/A’ on 9/9/96 re: Magellan Health Inc – EX-13.A

As of:  Monday, 9/9/96   ·   Accession #:  912057-96-19876   ·   File #:  5-05938

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to Tender-Offer Statement — Issuer Tender Offer   —   Schedule 13E-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E4/A   13E-4/A                                                8     44K 
 2: EX-13.A     Exhibit (A)(13)                                        3     11K 

EX-13.A   —   Exhibit (A)(13)

EX-13.A
1st Page of 3
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
IMMEDIATE ATTENTION REQUIRED

                                                               SEPTEMBER 6, 1996

                                                        [Enlarge/Download Table]
                                                                                         
TO:    PARTICIPANTS IN THE CHARTER MEDICAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN (THE
       "ESOP")                                                                           

FROM:  WACHOVIA BANK OF SOUTH CAROLINA, N.A., TRUSTEE                                    

RE:    DIRECTION CONCERNING TENDER OF SHARES ALLOCATED TO YOUR ESOP ACCOUNT              

DEAR ESOP PARTICIPANT:                                                          

Enclosed are materials that require your immediate attention. Magellan  
Health Services, Inc. has extended the offer to purchase shares of Magellan     
Health Services, Inc. until September 18, 1996. It has also increased the number
of shares which it is willing to purchase. AS A RESULT OF THIS EXTENSION, YOU   
HAVE UNTIL MIDNIGHT NEW YORK CITY TIME SEPTEMBER 16, 1996 TO INSTRUCT WACHOVIA  
WHETHER TO TENDER OR NOT TO TENDER SHARES ALLOCATED TO YOUR ACCOUNT. Please     
refer to the materials included with this letter and in Wachovia's prior        
communications to you for instructions on how to direct Wachovia.               

    If you have already returned a direction form and do not wish to change your
direction, you need not take any further steps. If you have already directed    
Wachovia and wish to change your direction, a new direction form may be obtained
by calling the number below. Your latest dated, properly executed and submitted 
direction form will control.                                                    

Included with this letter is a handout that provides answers to common  
questions that ESOP participants may have concerning the tender offer.          

If you should have any questions concerning this matter, please call    

MACKENZIE PARTNERS, INC.                                  
1-800-322-2885                                            

                     Very truly yours,
                                         Wachovia Bank of South Carolina, N.A.

EX-13.A
2nd Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 2nd
MAGELLAN HEALTH SERVICES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)

1.  WHAT HAPPENS TO MY ACCOUNT IN THE ESOP IF I DO NOT TENDER MY SHARES?        

If you do not want to tender your shares, you should mark and return    
your Direction Form to indicate that you do not want to tender your     
shares.                                                                 

If your shares are not tendered, they will remain in your ESOP account. 
You are 100% vested in those shares. Each year you will receive a       
Benefit Statement that will give you information on how many shares have
been allocated to your account and the value of your account.           

2.  WHAT HAPPENS TO MY ACCOUNT IF I DO TENDER MY SHARES?                        

If you elect to tender your shares, the Trustee will deposit the cash   
you receive from the tender offer into your ESOP account. Magellan has  
said that the ESOP will be amended to allow the cash to be invested in  
accordance with the investment alternatives and elections available     
under Magellan's 401(k) plan, as follows:                               

-For ESOP participants who currently participate in the 401(k)    
plan, Magellan has said that the amendment will provide that the
cash will be invested temporarily in the same money market fund 
utilized by the 401(k) plan. The cash will remain in the money  
market fund until the 401(k) plan investment elections are      
effected for the quarter beginning October 1. Once such         
investment elections are effected, the cash will be invested on 
 the same basis that an individual's account is invested under the
401(k) plan.                                                    

-As for ESOP participants who do not participate in the 401(k)    
plan, Magellan has said that the amendment will provide that the
cash received from the tender offer will be invested through    
December 31 in the same money market fund utilized by the 401(k)
plan. This will give Magellan time to distribute information    
 about the investment alternatives available under the 401(k) plan
and participants the time to make investment decisions with     
respect to such alternatives. After December 31, these          
participants will have the same quarterly election rights with  
respect to the cash as participants in the 401(k) plan.         

Magellan does not anticipate a problem in amending the ESOP.            

3.  WHEN CAN I RECEIVE MY ESOP ACCOUNT BALANCE?                                 

You will not directly receive any portion of the tender proceeds. Any   
such proceeds will be invested in accordance with the terms of the ESOP.
Upon your termination of service, retirement, or death, your account    
balance will be payable to you or your beneficiaries. The amount you    
receive will be based on the value of your account, which may consist of
Magellan stock and/or invested tender proceeds.                         

You will not owe any taxes on your ESOP account until your account is   
paid to you. When you receive a payout from the ESOP, you also will     
receive a statement to be used for tax purposes and an explanation of   
the taxation rules on your payout.                                      

EX-13.A
Last Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 3rd
4.  WHAT IS THE VALUE OF MY ACCOUNT?                                            

For ESOP purposes, the value of the Magellan Health Services, Inc. Stock
is determined by the Trustee. The stock is traded on the American Stock 
Exchange and, absent unusual circumstances, the Trustee will look to the
market for this valuation. The stock value can go up or down. Should you
tender your shares, the cash proceeds will be invested in your account  
in accordance with the terms of the ESOP.                               

5.  I HAVE TERMINATED SERVICE FROM MAGELLAN HEALTH SERVICES, INC. HOW DO I      
REQUEST PAYMENT OF MY ESOP ACCOUNT?                                     

ESOP distribution forms are available from your local Human Resources   
Representative. ESOP distributions are made in accordance with the terms
of the ESOP in effect upon your termination of service.                 

6.  IF I HAVE ANY FURTHER QUESTIONS AS TO THE OPERATION OF MY ESOP ACCOUNT, WHO 
SHOULD I CALL?                                                          

AON Consulting at 800-867-1863.                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E4/A’ Filing		Date		First		Last			Other Filings
		9/18/96		1					SC 13E4/A
		9/16/96		1
Filed on:		9/9/96
		9/6/96		1
									List all Filings