================================================================= MAGELLAN BANKRUPTCY NEWS Issue Number 1 ----------------------------------------------------------------- Copyright 2003 (ISSN XXXX-XXXX) March 12, 2003 ----------------------------------------------------------------- Bankruptcy Creditors' Service, Inc. 609-392-0900 FAX 609-392-0040 ----------------------------------------------------------------- MAGELLAN BANKRUPTCY NEWS is published by Bankruptcy Creditors' Service, Inc., 24 Perdicaris Place, Trenton, New Jersey 08618, on an ad hoc basis (generally every 10 to 20 days) as significant activity occurs in the Debtor's cases. New issues are prepared by Christopher G. Patalinghug, Frauline Sinson-Abangan and Peter A. Chapman, Editors. Subscription rate is US$45 per issue. Any re-mailing of MAGELLAN BANKRUPTCY NEWS is prohibited. ================================================================= IN THIS ISSUE ------------- [00000] HOW TO SUBSCRIBE TO MAGELLAN BANKRUPTCY NEWS [00001] BACKGROUND & DESCRIPTION OF MAGELLAN HEALTH SERVICES [00002] CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2002 [00003] MAGELLAN'S PRESS RELEASE ANNOUNCING CHAPTER 11 FILING [00004] MAGELLAN DEBTORS' CHAPTER 11 DATABASE [00005] LIST OF MAGELLAN'S 50-LARGEST UNSECURED CREDITORS [00006] ORGANIZATIONAL MEETING WITH US TRUSTEE TO FORM COMMITTEES [00007] AETNA CONFIRMS NEW DEAL WITH MAGELLAN BEHAVIORAL HEALTH KEY DATE CALENDAR ----------------- 03/11/03 Voluntary Petition Date 03/26/03 Deadline for filing Schedules of Assets and Liabilities 03/26/03 Deadline for filing Statement of Financial Affairs 03/26/03 Deadline for filing Lists of Leases and Contracts 03/31/03 Deadline to provide Utilities with adequate assurance 05/10/03 Deadline to make decisions about lease dispositions 06/09/03 Deadline to remove actions pursuant to F.R.B.P. 9027 07/09/03 Expiration of Debtors' Exclusive Plan Proposal Period 09/07/03 Expiration of Debtors' Exclusive Solicitation Period 03/10/05 Deadline for Debtors' Commencement of Avoidance Actions Organizational Meeting with UST to form Committees First Meeting of Creditors pursuant to 11 USC Sec. 341 Deadline for Filing Proofs of Claim ----------------------------------------------------------------- [00000] HOW TO SUBSCRIBE TO MAGELLAN BANKRUPTCY NEWS ----------------------------------------------------------------- MAGELLAN BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtors' cases. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of MAGELLAN BANKRUPTCY NEWS is prohibited. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. To continue receiving MAGELLAN BANKRUPTCY NEWS, please complete the form below and return it by fax or e-mail to: Bankruptcy Creditors' Service, Inc. 24 Perdicaris Place Trenton, NJ 08618 Telephone (609) 392-0900 Fax (609) 392-0040 E-mail: peter@bankrupt.com We have published similar newsletters tracking billion-dollar insolvency proceedings since 1990, starting with Federated Department Stores. 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Name: ---------------------------------------------- Firm: ---------------------------------------------- Address: ---------------------------------------------- ---------------------------------------------- Phone: ---------------------------------------------- Fax: ---------------------------------------------- E-Mail: ---------------------------------------------- (Distribution to multiple professionals at the same firm is provided at no additional cost.) MAGELLAN BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtor's cases. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of MAGELLAN BANKRUPTCY NEWS is prohibited. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. ----------------------------------------------------------------- [00001] BACKGROUND & DESCRIPTION OF MAGELLAN HEALTH SERVICES ----------------------------------------------------------------- Magellan Health Services, Inc. 6950 Columbia Gateway Drive Suite 400 Columbia, Maryland 21046 Telephone (410) 953-1000 Fax (410) 953-5200 http://www.magellanhealth.com Magellan Health Services, Inc. (OCBB:MGLH), through its subsidiaries, is the nation's largest provider of behavioral managed healthcare services, covering, as of December 31, 2002: * 67.4 million people under behavioral managed healthcare contracts and managed behavioral healthcare programs for * 2,300 customers, including health plans, government agencies, unions, and corporations. As of December 31, 2002, Magellan's financial statements show nearly $1 billion in assets and liabilities totaling nearly $1.5 billion. As of December 31, 2002, Magellan and its subsidiaries employed approximately 5,480 workers, of which approximately 5,140 were full-time employees, approximately 160 were occasional employees and approximately 180 were part-time employees. Magellan estimates its payroll disbursements for the next 30-day period will be $19,552,800 to regular Employees and $646,870 to Officers and Directors. Through a network of some 48,000 providers (including psychiatrists, psychologists, licensed clinical social workers, marriage and family therapists, licensed clinical professional counselors and other behavioral healthcare professionals) and behavioral health treatment facilities, the company manages behavioral healthcare programs for HMO's, Blue Cross/Blue Shield organizations and other insurance companies, corporations, federal, state and local governmental agencies, labor unions and various other state Medicaid programs. Magellan provides behavioral managed healthcare services through one, or a combination, of: (1) Risk-Based Products -- under contracts for risk-based products, Magellan assumes all or a portion of the responsibility for the cost of providing behavioral healthcare services to beneficiaries of their customers' healthcare plans in exchange for a fixed fee; (2) Administrative Services Only Products -- under contracts for ASO products, Magellan provides services like utilization review, claims administration and provider network management for a fixed fee, but do not assume any responsibility for the costs associated with required treatments; and (3) Employee Assistance Programs -- under EAP contracts, Magellan provides assessment and limited counseling services to employees and dependents of their customers, and, if required, referral services to the appropriate behavioral healthcare service provider for a fixed fee. Magellan may or may not be responsible for the cost of the referred services under EAP contracts. Treatment services provided by Magellan's behavioral provider network include outpatient programs (such as counseling and therapy), intermediate care programs (such as subacute emergency care, intensive outpatient programs and partial hospitalization services), inpatient treatment services and alternative care services (such as residential treatment, home and community-based programs and rehabilitative support services). Within the behavioral managed healthcare business, Magellan operates in four segments, based on the services provided and the customers served: (1) Workplace Group -- providing EAP services primarily to employers, including corporations and governmental agencies, and also provides ASO products to certain health plans; (2) Health Plan Solutions Group -- providing risk-based or ASO products to beneficiaries of managed care companies, health insurers and other health plans.; (3) Public Solutions Group -- providing risk-based or ASO products to Medicaid recipients through contracts with state and local governmental agencies; and (4) Corporate and Other -- mainly providing administrative support to the other segments. Significant Indebtedness Magellan's significant indebtedness for money borrowed consists of a senior credit facility and two unsecured note issuances. The Bank Debt Magellan Health Services, Inc., and its Charter Behavioral Health System of New Mexico, Inc., and Merit Behavioral Care Corporation subsidiaries are Borrowers under a Credit Agreement, dated as of February 12, 1998, as amended -- according to data obtained from http://www.LoanDataSource.com -- with: * JPMorgan Chase Bank, individually and as Administrative Agent, Collateral Agent and an Issuing Bank, * Wachovia Bank, National Association, individually and as Syndication Agent and an Issuing Bank, * AmSouth Bank, * ARES Leveraged Investment Fund II, L.P., * Ares IV CLO Ltd., * The Bank of Nova Scotia, * Bank Polska Kasa Opieki S.A., * Black Diamond 1999-1 Ltd., * Black Diamond CLO 2000-1 Ltd., * Black Diamond International Funding, Ltd., * Costantinus Eaton Vance CDO V, Ltd., * Credit Lyonnais N.Y. Branch, as Documentation Agent, * Eaton Vance CDO III, Ltd., * Eaton Vance Institutional Senior Loan Fund, * Eaton Vance Senior Income Trust, * Fleet National Bank, * General Electric Capital Corporation, * Grayson & Co., * Harbour View CLO IV, Ltd. * Highland Legacy Limited, * KZH Highland 2 LLC, * KZH Pamco LLC, * KZH Pondview LLC, * KZH Soleil LLC, * Long Lane Master Trust IV, * ML CBO IV (Cayman) Ltd., * Morgan Stanley Prime Income Trust, * Oppenheimer Senior Floating Rate Fund, * Oxford Strategic Income Fund, * Pam Capital Funding L.P., * Pamco Cayman Ltd., * Senior Debt Portfolio, * SRV-Highland, Inc., * Van Kampen Prime Rate Income Trust, and * Van Kampen Senior Income Trust. Many of the Borrowers' subsidiaries are guarantors for the obligations under the Credit Agreement. The Credit Agreement consists of approximately $115.8 million in term loans and a revolving credit facility of $150.0 million. The obligations under the Credit Agreement are secured by liens on substantially all of the assets of the Borrowers and Guarantors, including a pledge of all shares of capital stock owned by the Borrowers and Guarantors except (i) shares of non- Guarantor domestic subsidiaries, and (ii) shares of any entities with a specific prohibition on a pledge of its capital stock. At December 31, 2002, under the Revolving Credit Facility, Magellan had loans outstanding of approximately $45.0 million and approximately $75.3 million in letters of credit issued and outstanding. The Borrowers estimate they owe $236,100,000 million to the Bank Group as of March 10, 2003. As a consequence of the existence of certain defaults under the Credit Agreement, the Borrowers have had no ability to access any additional credit under the Revolving Credit Agreement since January, 2003. The Senior Notes Magellan also issued $250 million in principal amount of Senior Notes due 2007 pursuant to an Indenture, dated as of May 31, 2001, between Magellan and HSBC Bank USA, as Trustee. The Senior Notes bear interest at the rate of 9-3/8% per annum and mature on November 15, 2007. Interest is payable semi-annually, on May 15 and November 15 of each year. The Subordinated Notes Additionally, Magellan issued $625 million in principal amount of Senior Subordinated Notes due 2008 under an Indenture, dated as of February 12, 1998, between Magellan and HSBC Bank USA (f/k/a Marine Midland Bank ), as Trustee. In March, 2003, HSBC Bank USA resigned as Trustee and was succeeded by Bank One Trust Company, N.A. The Subordinated Notes bear interest at the rate of 9% per annum and mature on February 15, 2008. Interest is payable semi- annually, on February 15 and August 15 of each year. The interest payment that was due on February 15, 2003 has not been made. The Notes are obligations only of Magellan and are not guaranteed by any Magellan affiliates. The Senior Notes are not subordinated to any other obligations of Magellan, however, the Subordinated Notes are subordinated to the obligations under the Credit Agreement, the Senior Notes and all other "senior indebtedness" of Magellan as such term is defined in the indenture governing the Subordinated Notes. Currently, there is no other such senior indebtedness outstanding, other than approximately $12.4 million in the form of capital leases. Magellan's Relationship With Aetna One of Magellan's key contracts is their service contract with Aetna Inc. (f/k/a Aetna U.S. Healthcare Inc.) and certain of its affiliates. A Master Services Agreement, dated August 5, 1997, as amended, between Aetna, Human Affairs International, Incorporated (n/k/a Magellan Behavioral Health Systems LLC) and Magellan Health Services, Inc. Magellan manages the behavioral health care for substantially all of Aetna's members in exchange for a per member per month fee form Aetna. Payments received by Magellan and its subsidiaries on account of the Master Services Agreement accounted for approximately $250.3 million of their consolidated net revenues in fiscal year 2002. This amount represented approximately 14.3% of the consolidated net revenues for Magellan for that year. In addition, pursuant to the terms of the Master Services Agreement, Magellan was obligated to pay Aetna approximately $60 million on February 15, 2003, which amount has not been paid. The Road to Chapter 11 Mark S. Demilio, Magellan's Executive Vice President and Chief Financial Officer, relates that in 2002, operating performance deteriorated primarily due to a loss of revenue from their service contract with Aetna. Aetna's membership declined in 2002 due to certain initiatives by Aetna to withdraw from certain businesses (which was permitted under, and did not constitute a breach of, the terms of the Master Services Agreement). Accordingly, Magellan's revenues decreased. Another key factor was the increase in the cost of care, which affects Magellan's profitability in its risk-based business. Risk-based business represented approximately 51% of the covered lives of Magellan and its subsidiaries as of September 30, 2002 and 87.7% of their revenue for the fiscal year ended September 30, 2002. Under the Debtors' risk-based business, the Debtors are responsible for the cost of the behavioral health care incurred by their customers' members in exchange for a fixed per member per month fee from the customers. In late 2001 and early 2002, Magellan began to experience increases in the cost of such care due to several factors, including increased usage of behavioral health benefits by the members. The rising costs of care per member and the relatively fixed revenue per member resulted in a decrease in profitability. The Company attempted and continued to attempt to seek rate increases from their customers, however, many contracts are multi-year contracts and, therefore, the opportunities to re-price the contracts are limited. In addition, competition and other factors have limited the Company's ability to obtain rate increases that match the cost of care increases. As a result of these and other factors, profitability, and cash flow from operations, decreased significantly. Magellan determined in the Spring of 2002 that the lower level of cash flow from operations would not be sufficient to satisfy its non- operating obligations, including principal payments on the debt, contingent purchase price and earn-out obligations with respect to certain acquisitions and capital expenditures necessary to maintain their intellectual property and other operating infrastructure. Consequently, at that time, the Company attempted to refinance its secured obligations under the Credit Agreement with debt that provided more flexibility in financial covenants to account for the lower level of earnings and more liquidity in terms of principal amortization. No success. Late-2002 Restructuring Talks Recognizing the constraints the debt structure placed on the Company's ability to effectively operate its businesses and maximize value, beginning in late 2002, Magellan began discussions with an ad hoc committee of the holders of the Senior Notes and the Subordinated Notes, as well as their professionals, regarding the terms of a capital restructuring. The ad hoc committee tells Magellan that it represents holders of approximately 89% of the 9-3/8% Senior Notes and 68% of the 9% Senior Subordinated Notes. Houlihan Lokey Howard & Zukin acts as the financial advisor to the Bondholders' Committee and Akin Gump Strauss Hauer & Feld LLP acts as the legal advisor to the Bondholders' Committee. Shortly thereafter, Magellan started talking to the Bank Lenders and Aetna, and their respective professionals, with respect to the same matter. Alvarez & Marsal acts as financial advisors to the Lenders, Wachtell, Lipton, Rosen & Katz and Cravath, Swaine & Moore act as legal advisors to the Lenders, and Davis Polk & Wardwell acts as legal advisor to Aetna. In the fourth quarter of fiscal 2002, Magellan announced that it most likely would not meet, as of September 30, 2002, one or more of the financial covenants under the Credit Agreement. As a result and in furtherance of the restructuring effort, Magellan approached the Lenders under the Credit Agreement for a waiver. October, January & February Waivers On October 25, 2002, Magellan entered into an agreement with its Lenders that provided for, among other things, waivers of financial covenants under the Credit Agreement. The October Waiver provided Magellan with a waiver through December 31, 2002 of any event of default that may exist as a result of the failure of Magellan to comply with any of the financial covenant requirements for the fiscal quarter ended September 30, 2002. On January 1, 2003, Magellan entered into an amendment and waiver which continued the agreements contained in the October Waiver, as well as waiving any events of default triggered by Magellan's failure to satisfy financial covenants for the quarter ended December 31, 2002, through and including January 15, 2003. In addition, the January Waiver amended the Credit Agreement by eliminating the LIBOR interest rate option for any loans which are incurred or rolled over after January 1, 2003. As a result of the loss of the LIBOR interest rate option, Magellan's interest expense under the Credit Agreement increased. As a result of the default under the Credit Agreement, the Borrowers had no ability to access any credit absent a further waiver by 100% of the Lenders. Two Lenders Don't Cooperate Regrettably, Mr. Demillio says, Magellan was unable to obtain the waiver as a result of their unwillingness to succumb to the demands of two Lenders who insisted upon not only a permanent 2.00% increase in the interest rate under the Credit Agreement, but also that the Lenders receive a waiver fee equal to $2.7 million as a condition to agreeing to merely a two week waiver. Notably, Mr. Demillio adds, when Magellan advised the agent under the Credit Agreement of, among other things, the total nreasonableness of the $2.7 million fee request, the response by the two Lenders was to increase the demand for a waiver from $2.7 million to $13.5 million! Although Magellan was hopeful it could achieve, and indeed made substantial progress toward, a consensus with all of their Lenders with respect to a comprehensive restructuring to be implemented pursuant to a plan of reorganization, it became apparent that, because of unconscionable demands by two Lenders, that would not be achievable. There is a Plan & It Has Significant Support Magellan has prepared a Chapter 11 Plan of Reorganization. A free copy of the 56-page document is available at no charge at: http://bankrupt.com/misc/MagellanPlan.pdf It's skeletal. It contains lots of blanks. Magellan's not yet prepared a disclosure statement that explains the business and financial assumptions underlying the Plan. Considerably greater detail will follow once those documents are prepared and delivered to the Bankruptcy Court. Notwithstanding the two recalcitrant Lenders, the administrative agent under the Credit Agreement, as well as the Lenders holding approximately 45% of the obligations under the Credit Agreement, have executed agreements, pursuant to which they have agreed to vote for the Plan of Reorganization the Company has outlined and detailed to them. In addition, 52% of the holders of the Subordinated Notes and 35% of the holders of the Senior Notes have also executed agreements, pursuant to which they have agreed to vote for the Plan. In addition, as a result of substantial negotiations with Aetna, in connection with the Plan, Magellan and Aetna have agreed to enter into an amendment and extension of their existing Master Services Agreement, which would have expired pursuant to its terms on December 31, 2003, and a settlement of Magellan's obligation to pay Aetna the approximately $60 million owed. As provided in the Plan, the amended Master Services Agreement, which was executed prior to the Commencement Date by all of the relevant Debtors, provides for, among other things: (a) a two-year extension of the Master Services Agreement (to and including December 31, 2005), (b) an option for Aetna to purchase certain Aetna-dedicated business units on December 31, 2005 (the assets and business subject to the option will be agreed to by the parties) for a purchase price of: -- $30 million plus -- $500 per outpatient provider, -- $2,500 per facility that provides partial hospitalization or intermediate care and -- $5,000 per facility providing inpatient care, in each case, that becomes part of the Aetna network, and (c) in connection with the settlement of the $60 million owed to Aetna, a cash payment by the Debtors to Aetna in the amount of $15 million plus a note for the balance owed and certain accrued interest. The extension of the existing services agreement and the settlement of the $60 million obligation are integral components of the Plan. Getting Out of Chapter 11 Magellan's intention, Mr. Demillio says, is to expeditiously seek confirmation and implementation of the Plan which will assure the Debtors' long-term viability and maximize value for all parties in interest. Absent a financial restructuring, the Company would be forced to operate while in financial distress. Operating under those circumstances would not be in the best interests of the Company, their employees, their creditors or their customers. Indeed, without the protections of chapter 11, the Company's financial distress would be exacerbated by the loss of confidence from their customers as well as their providers, both of which are vital to continued operations. One of Magellan's greatest assets is its provider network. Moreover, Magellan is obligated to provide its customers with access to the provider network pursuant to many customer contracts. Without chapter 11 protection, there is a substantial risk that providers may terminate their contracts or refuse to treat the patients. If that happened, Magellan would lose valuable customers and, even more importantly, the customers' members would not be able to receive critical behavioral health care. Mr. Demillio stresses that Magellan provides an important and necessary service and maintains the number one market position in each of the major behavioral managed healthcare product markets in which its competes. See Open Minds Year Book of Managed Behavioral Health Market Share in the United States, 2002-2003 published by Open Minds, Gettysburg Pennsylvania. The Company's overleveraged financial condition has hampered operations. The Company needs to restructure certain operations and significantly reduce leverage. With the financial and operational restructuring that can be accomplished through the rehabilitative protections of chapter 11 and the implementation of the Plan that is supported by a number of their key creditors, Magellan believe that they can take the necessary actions to protect and enhance the businesses and optimize the value that will inure to the benefit of creditors, employees and all parties in interest. The relief afforded by chapter 11 will help maintain the confidence of customers, providers, vendors, and employees and enable the Company to emerge as a healthy and viable business enterprise and a strong competitor in the marketplace. Accordingly, Mr. Demillio says, Magellan believes that restructuring in chapter 11 represents the best alternative available to the Company, and will maximize value for all parties in interest. Mr. Demillio advises that the Company is projecting $90,000,000 in cash receipts over the next 30 days and that it will disburse approximately $80,000,000. That means the Company's bank account balance is projected to swell by $10,000,000 this coming month. ----------------------------------------------------------------- [00002] CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2002 ----------------------------------------------------------------- MAGELLAN HEALTH SERVICES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) ASSETS Current assets: Cash and cash equivalents $62,488,000 Accounts receivable, less allowance for doubtful accounts of $3,749,000 81,228,000 Restricted cash, investments and deposits 127,318,000 Refundable income taxes 1,966,000 Other current assets 13,131,000 -------------- Total current assets 286,131,000 Property and equipment 85,659,000 Investments in unconsolidated subsidiaries 12,183,000 Other long-term assets 43,840,000 Goodwill, net 502,334,000 Intangible assets, net 68,770,000 -------------- $998,917,000 ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $15,897,000 Accrued liabilities 217,837,000 Medical claims payable 205,331,000 Debt in default and current maturities of capital lease obligations 1,038,934,000 -------------- Total current liabilities 1,477,999,000 Long-term capital lease obligations 9,224,000 Deferred credits and other long-term liabilities 2,290,000 Minority interest 683,000 Redeemable preferred stock 69,043,000 Stockholders' equity: Preferred stock, without par value Authorized -- 9,793,000 shares Issued and outstanding -- none --- Common stock, par value $0.25 per share Authorized -- 80,000,000 shares Issued -- 37,428,000 shares Outstanding -- 35,139,000 shares 9,356,000 Other stockholders' equity Additional paid-in capital 352,718,000 Accumulated deficit (903,137,000) Warrants outstanding 25,050,000 Common stock in treasury, 2,289,000 shares (44,309,000) -------------- Total stockholders' equity (560,322,000) -------------- $998,917,000 ============== ----------------------------------------------------------------- [00003] MAGELLAN'S PRESS RELEASE ANNOUNCING CHAPTER 11 FILING ----------------------------------------------------------------- Magellan Health Services Achieves Agreement with a Number of Key Creditors on Terms of Proposed Financial Restructuring Plan * Company Files for Reorganization Under Chapter 11 of U.S. Bankruptcy Code to Implement Plan * Certain Creditors Commit to Additional $50 Million Equity Investment in Company as Part of Plan of Reorganization * Company Renews Agreement With Aetna To Continue Providing Behavioral Health Care Company * Expects to Complete Restructuring By the End of the Third Quarter COLUMBIA, Maryland -- March 11, 2003 -- Magellan Health Services, Inc. (OCBB:MGLH) today announced that it has reached agreement on the terms of a proposed financial restructuring plan with a number of its key creditors. This agreement is with creditors holding approximately 52% of Magellan's senior notes, approximately 35% of Magellan's senior subordinated notes, approximately 45% of Magellan's senior secured bank debt, as well as with the Company's largest customer, Aetna. Implementation of the proposed restructuring plan will result in a viable long-term capital structure for Magellan that will serve to enhance its business and reduce Magellan's more than $1 billion of overall indebtedness by approximately $500 million. In order to implement the financial restructuring, the Company and substantially all of its subsidiaries have filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. The restructuring plan is to be effected pursuant to a Chapter 11 Plan of Reorganization, which the Company has filed with the Bankruptcy Court today. Magellan stated that it is operating as usual, without interruption, and that it has sufficient cash to fund all of its operating obligations during the reorganization process, including obligations to employees, providers and customers. Magellan is seeking Bankruptcy Court approval to pay in the ordinary course all pre-Chapter 11 obligations to employees, providers and customers and is optimistic that this approval will be granted shortly. The Company has determined that the most expeditious manner in which to effect the restructuring is through the Chapter 11 process. Based upon the creditor support that already has been obtained, the Company believes that it can consummate the restructuring and emerge from Chapter 11 by the end of the third quarter of this calendar year. The Company's Plan of Reorganization contemplates an equity investment in reorganized Magellan in the amount of $50 million pursuant to a rights offering to be made available to unsecured creditors. The Company has obtained a commitment from certain holders of its senior subordinated notes to purchase any portion of the $50 million offering not subscribed to by other creditors. The proceeds of this equity investment will be available to the Company for general corporate purposes. Steven J. Shulman, chief executive officer of Magellan Health Services, stated, "Our plan will reduce Magellan's debt substantially and will provide a healthy financial foundation for our business operations. I am also delighted by the commitment of those creditors who will make an additional $50 million equity investment in our Company upon our emergence from reorganization. Once we complete our restructuring, not only will we have a sound capital structure, we will also free up an enormous amount of management time, energy and attention that we can reinvest in managing our business. We are looking forward to all we can accomplish once our debt concerns are behind us." "Magellan is the market leader in managed behavioral health care. It has outstanding assets and employees that make it a valuable long-term partner to customers, providers and members, and we believe the Company can be even more valuable in the future," said Saul E. Burian, director of Houlihan Lokey Howard & Zukin, which is the financial advisor to the Ad Hoc Committee of Noteholders. "The financial restructuring plan, which was unanimously supported by the committee of Magellan's noteholders, reflecting the confidence of the committee, will enable Magellan to capitalize on its significant business opportunities and should assure its long-term viability." "We support Magellan's efforts to reduce its debt and strengthen its long-term financial position," said Mark Bertolini, Aetna's senior vice president of specialty products. "We have extended our partnership with Magellan, and believe that these efforts to regain momentum are important to our continued collaboration. At the same time, with regard to customer service, Magellan is meeting or exceeding our service targets. Aetna also strongly supports Magellan's efforts to protect the interests of providers by seeking authority to pay them in the ordinary course of business." Under the proposed restructuring plan, the Company will reduce its more than $1 billion of indebtedness by more than $500 million. Holders of the Company's $625 million of 9% Senior Subordinated Notes due 2008 will receive, in satisfaction of their claims, substantially all of the common stock of the reorganized entity. Holders of general unsecured claims (other than senior note claims and subordinated note claims) will receive, in satisfaction of their claims, common stock and new senior subordinated unsecured notes of the reorganized entity as set forth in the Plan of Reorganization. The existing Series A redeemable preferred stock of the Company will be cancelled and the holders thereof will receive approximately 2.0% of the common stock of the reorganized entity, as well as warrants to purchase a like number of shares of common stock. The existing common stock of the Company will also be cancelled and the holders thereof will receive approximately 0.5% of the common stock of the reorganized entity, as well as warrants to purchase a like number of shares of common stock. Pursuant to the restructuring, the Company's secured bank debt, consisting of term loans of approximately $115 million, revolver borrowings of approximately $45 million and outstanding letters of credit of approximately $75 million, will be converted to secured term loans having maturities of November 30, 2005. Holders of the Company's $250 million of 9-3/8% Senior Notes due 2007 will exchange their Notes and all accrued and unpaid interest thereon for new senior subordinated unsecured notes in an equal amount, which will mature on November 15, 2007. As part of, and subject to, consummation of the restructuring plan, Aetna and Magellan have agreed to renew their contract, pursuant to which the Company will continue as the provider of behavioral health care to Aetna's members for an additional two years, through December 31, 2005. Pursuant to the restructuring plan, the Company will pay $15 million of its current $60 million obligation to Aetna upon emergence from Chapter 11 and provide Aetna with an interest-bearing note for the balance, which will mature on December 31, 2005. Additionally, the contract may be extended by Aetna at its option through December 31, 2006, in which event, one-half of the Note will be payable on December 31, 2005, and the remainder will be payable on December 31, 2006. The effectiveness of the restructuring is conditioned on confirmation and consummation of the Plan of Reorganization in accordance with the U.S. Bankruptcy Code. Gleacher Partners LLC is serving as financial advisor to Magellan Health Services, and Weil, Gotshal & Manges LLP is bankruptcy counsel to Magellan Health Services. Headquartered in Columbia, Md., Magellan Health Services (OCBB: MGLH), is the country's leading behavioral managed care organization, with approximately 68 million covered lives. Its customers include health plans, government agencies, unions, and corporations. ----------------------------------------------------------------- [00004] MAGELLAN DEBTORS' CHAPTER 11 DATABASE ----------------------------------------------------------------- Debtor entities filing separate chapter 11 petitions: Case No. Debtor -------- ------ 03-40514 CMG Health of New York, Inc. 03-40515 MAGELLAN HEALTH SERVICES, INC. 03-40516 Advantage Behavioral Systems, Inc. 03-40517 AdvoCare of Tennessee, Inc. 03-40518 AGCA New York, Inc. 03-40519 AGCA, Inc. 03-40520 Alliance Health Systems, Inc. 03-40521 Allied Specialty Care Services, LLC 03-40522 Care Management Resources, Inc. 03-40523 Charter Alvarado Behavioral Health System, Inc. 03-40524 Charter Bay Harbor Behavioral Health System, Inc. 03-40525 Charter Behavioral Health System at Fair Oaks, Inc 03-40526 Charter Behavioral Health System at Hidden Brook, 03-40527 Charter Behavioral Health System at Potomac Ridge, 03-40528 Charter Behavioral Health System of Columbia, Inc. 03-40529 Charter Behavioral Health System of Dallas, Inc. 03-40530 Charter Behavioral Health System of Delmarva, Inc. 03-40531 Charter Behavioral Health System of Lake Charles, 03-40535 The Charter Behavioral Health System of Northwest 03-40536 Charter Behavioral Health System of Paducah, Inc. 03-40537 Charter Behavioral Health System of Toledo, Inc. 03-40538 Charter Behavioral Health System of Lafayette, Inc 03-40539 Charter Centennial Peaks Behavioral Health System, 03-40540 Charter Fairmount Behavioral Health System, Inc. 03-40541 Charter Fenwick Hall Behavioral Health System, Inc 03-40542 Charter Forest Behavioral Health System, Inc. 03-40543 Charter Grapevine Behavioral Health System, Inc. 03-40544 Charter Hospital of Mobile, Inc. 03-40545 Charter Hospital of Santa Teresa, Inc. 03-40546 Charter Hospital of St. Louis, Inc. 03-40547 Charter Linden Oaks Behavioral Health System, Inc. 03-40548 Charter Medical-Clayton,County,Inc. 03-40549 Charter Lakeside Behavioral Health System, Inc. 03-40550 Charter Medical-Long Beach, Inc. 03-40551 Charter Medical of East Valley, Inc. 03-40552 Charter Medical of Puerto Rico, Inc. 03-40556 CMCI, Inc. 03-40557 CMFC, Inc. 03-40558 CMG Health, Inc. 03-40559 Continuum Behavioral Healthcare Corporation 03-40560 Correctional Behavioral Solutions of Indiana, Inc. 03-40561 Correctional Behavior Solutions of New Jersey 03-40563 GPA Pennsylvania, Inc. 03-40564 Green Spring Health Services, Inc. 03-40565 Green Spring of Pennsylvania, Inc. 03-40566 Group Plan Clinic, Inc. 03-40567 Hawaii Biodyne, Inc. 03-40568 Human Affairs International of Pennsylvania, Inc 03-40569 iHealth Technologies, LLC 03-40577 Magellan CBHS Holdings, Inc. 03-40578 Magellan HRSC Inc. 03-40600 Premier Holdings, Inc. 03-40601 Vivra, Inc. 03-40602 Westwood/Pembroke Health System Limited Partnership Chapter 11 Petition Date: March 11, 2003 Bankruptcy Court: United States Bankruptcy Court Southern District of New York Alexander Hamilton Custom House One Bowling Green, 5th Floor New York, New York 10004-1408 Telephone (212) 668-2870 Bankruptcy Judge: The Honorable Prudence Carter Beatty Debtors' Bankruptcy Counsel: Stephen Karotkin, Esq. Allison R. Axenrod, Esq. Amrita Prabhakar Barth, Esq. Weil, Gotshal & Manges LLP, 767 Fifth Avenue New York, New York 10153 Telephone (212) 310-8000 Fax (212) 310-8007 Debtors' Financial Advisor: William D. Forrest Gleacher Partners LLC 660 Madison Avenue, 19th Floor New York, New York 10021 Telephone (212) 418-4200 Fax (212) 752-2711 Debtors' Tax Advisors, Auditors and Financial Reporting Consultants: Gerald E. Stone Ernst & Young, LLP One North Charles St. Baltimore, Maryland 21201 Telephone (410) 539-7940 Debtors' Internal Auditors: Court Maton PricewaterhouseCoopers LLP 1751 Pinnacle Drive McLean, Virginia 22102 Telephone (703) 918-3000 - and - Jeffrey Hoover PricewaterhouseCoopers LLP 600 Grant Street Pittsburgh, Pennsylvania 15219 Claims Agent: Ron Jacobs Bankruptcy Services LLC Heron Tower 70 East 55th Street, 6th Floor New York, New York 10022 Telephone (212) 376-8902 Balloting and Tabulation Agent: Jane Sullivan Arthur B. Crozier Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 Telephone (212) 750-5833 Ad Hoc Bondholders' Committee's Counsel: Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue New York, New York 10022 Ad Hoc Bondholders' Committee's Financial Advisor: Houlihan Lokey Howard & Zukin 686 Third Avenue, 15th Floor New York, New York 10017 U.S. Trustee: Carolyn S. Schwartz Office of United States Trustee 33 Whitehall Street, 21st Floor New York, NY 10004 Telephone (212) 510-0500 ----------------------------------------------------------------- [00005] LIST OF MAGELLAN'S 50-LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Entity Nature Of Claim Claim Amount ------ --------------- ------------ Subordinated Note Holders Senior $625,000,000 c/o Bank One Global Subordinated Corporate Trust Services Notes 1111 Polaris Parkway, Ste. 1K Columbus, OH 43240 Attn: Robert H. Major 614-248-6334 Senior Note Holders Senior Notes $250,000,000 c/o HSBC Bank USA 452 5th Avenue New York, NY 10018 Attn: Robert A. Conrad 212-525-1314 Aetna U.S. Healthcare Customer Payable $62,301,083 980 Jolly Road Bluebell, PA 19422 Attn: John Burns 215-775-5085 The Bank of New York Unsecured Bond $6,420,000 Trust Company of Debt Florida, N.A., as Trustee 600 N. Pearl Street Suite 420 Dallas, TX 75201 Attn: Kristel Richards (214) 880-8222 State of Ohio Unclaimed Property $4,336,035 Division of Unclaimed (Contingent) Property 77 South High Street 20th Floor Columbus, OH 43215-6108 Attn: Jessie Baker 614-466-7281 Commonwealth of Virginia Customer Payable $4,107,364 Office of Health Benefit (Contingent) Programs 101 North Fourteenth Street Richmond, VA 23219 Attn: George Gibbs 804-786-0350 State of Delaware Unclaimed Property $3,705,584 Division of Unclaimed (Contingent) Property Bureau of Unclaimed Property P.O. Box 8931 Wilmington, DE 19899 Attn: Diane Breighner 302-577-8205 Humana Florida Customer Payable $3,646,436 3501 Southwest 160 Avenue Miramar, FL 33027 Attn: Balbino Vazquez 305-626-5343 Internal Revenue Service Tax Withholdings $2,786,000 Department of Treasury (Contingent) Kansas City, MO 6499 Attn: Bonnie Reekers 859-669-3325 State of Maryland State Economic $2,535,980 Department of Business Incentive & Economic Development (Contingent) 217 East Redwood Street 22nd Floor Baltimore, MD 21202 Attn: D. Gregory Cole 410-767-6376 CareFirst Blue Cross Employee Medical $2,158,210 Blue Shield Benefits 10455 Mill Run Circle (Subject to Setoff) Owings Mill, MD 21117 Attn: Paul Chopper 410-998-7534 Empire Blue Cross Customer Payable $2,100,000 Blue Shield 11 West 42nd Street New York, NY 10036 Attn: Mike Paduano 212-286-3409 Regence Blue Cross Customer Payable $1,830,000 Blue Shield 1800 9th Avenue P.O. Box 21267 Mailstop S1012 Seattle WA 98111-3267 Attn: Eric Tanaka 206-626-6224 Independence Blue Cross Customer Payable $1,649,853 901 Market Street (Contingent) Philadelphia, PA 19107 Attn: Jeff Danilo 215-241-2453 BCBS Inroads Illinois Customer Payable $1,360,281 300 East Randolf St. 27th Floor Chicago, IL 60601 Attn: Janice Knight 312-653-6726 Devereux Hospital Provider Payable $1,313,195 Victoria Texas 1150 Devereux Drive League City, TX 77573 Attn: Mildred Knutson 713-575-8271 Tennessee Christian Provider Payable $1,225,269 Medical Center 500 Hospital Drive Building 2 Madison, TN 37115 Attn: Pam Smith 615-860-6427 Peninsula Hospital Provider Payable $1,207,931 P.O. Box 1999 Louisville, TN 37777 Attn: Darlene Kelly 856-970-1295 State of Maryland Unclaimed Property $1,094,554 Department of Business (Contingent) and Economic Development 301 West Preston Baltimore, MD 21201 Attn: Lynn Hall 800-782-7383 Crozer Taylor Springfield Provider Payable $1,038,659 2600 W. 9th St. Chester, PA 19013 Attn: Kevin Capeto 610-874-5257 Cherokee Health Systems Provider Payable $1,000,000 6350 W. Andrew Johnson Hwy. Talbott, TN 37877 Attn: Jeff Howard 423-586-5031 Meadows Psychiatric Center Provider Payable $941,189 132 Meadows Drive Centre Hall, PA 16828-6828 Attn: Alan Peters 814-364-2161 Central Montgomery Provider Payable $928,298 MH MR Center 1100 Powell Street Norristown, PA 19401 Attn: Debbie Hunter 610-277-4600 Blue Cross Blue Shield Customer Payable $868,000 of Vermont 1 East Road P.O. Box 186 Montpelier, VT 05601-0186 Attn: Donald George 802-371-3252 Community Health Network, CT Customer Payable $850,000 290 Pratt Street (Subject to Setoff) Meridien, CT 06450 Attn: Anthony Bruno 203-237-3118 Centennial Medical Center Provider Payable $788,444 HCA Health Services of TN 3055 Lebanon Bldg. 1 Fl 4 Nashville, TN 37214 Attn: Tim Scarvey 615-886-4911 AT&T Customer Payable $750,000 295 N. Maple Avenue Basking Ridge, NJ 07920 Attn: Marilyn King 908-221-2000 Butler Hospital Providence Provider Payable $740,165 P.O. Box 2499 Providence, RI 02906 Attn: David Lonardo 401-455-6200 Universal Health Systems Provider Payable $725,000 367 S. Gulph Drive (Contingent) King of Prussia, PA 19406 (Disputed) Attn: George H. Brunner Jr. 610-768-3300 EPOTEC Trade Payable $700,000 56 W. Main Street, #204 Christiana, DE 19702 Attn: Shirley Haeckl 215-918-0885 Peachford BHS of Atlanta Provider Payable $698,599 2151 Peachford Road Atlanta, GA 40448 Attn: Helen Denhaese 770-455-3200 Youth Villages, Inc. Provider Payable $691,709 5515 Shelby Oaks Drive Memphis, TN 38134 Attn: Pat Lawler 901-252-7665 Parkridge Health Systems Provider Payable $676,007 Brentwood, TN 37027 Attn: Tim Scarvey 615-886-4900 Community Behavioral Health Provider Payable $650,082 2911 Brunswick Road Memphis, TN 38113 Attn: Tara Shields 901-377-4709 Elwyn, Inc. Mainsite Provider Payable $629,111 111 Elwyn Road Elwyn, PA 19063 Attn: Susan Proulx 610-891-2574 Montgomery Co. Emergency Svc. Provider Payable $625,891 50 Beech Drive Norriston, PA 19403 Attn: Bob Bond 610-279-6100 Penndel Mental Health Center Provider Payable $623,664 1517 Durham Road Penndel, PA 19047 Attn: Karen Graff 215-752-1541 Northwestern Institute Provider Payable $622,632 450 Bethlehem Pike Ft. Washington, PA 19034 Attn: Richard Mangano 215-641-5374 Lynn Bertram Legal Claim Unliquidated c/o Wilson & Quint LLP (Contingent) 505 Sansome St., Suite 1800 (Disputed) San Francisco, CA 94111 Attn: Gregory F. Wilson 415-288-6700 David McClane Legal Claim Unliquidated c/o Keefer, Wood, (Contingent) Allen & Rahal (Disputed) 210 Walnut ST. Harrisburg, PA 17108 Attn: Charles H. Rubendall II 717-255-8010 Midtown Mental Health Center Legal Claim Unliquidated c/o David Zager (Contingent) 611 Commerce St., Suite 2909 (Disputed) Nashville, TN 37203 Attn: David Parker Young 615-242-9090 Watershed Legal Claim Unliquidated c/o The Watershed (Contingent) 200 Congress Park Drive (Disputed) Suite 100 Delray Beach, FL 33445 Attn: Jeff Miller 888-814-6840 American Continental Legal Claim Unliquidated Insurance Co. (Contingent) c/o Venable Baetjer & Howard (Disputed) 201 Allegheny Ave. Towson, MD 21285 Attn: John H. Zink III 410-494-6200 MTS Health Partners, Inc. Legal Claim Unliquidated c/o Reboul, MacMurray, (Contingent) Hewitt & Maynard (Disputed) 45 Rockefeller Plaza New York, NY 10111 Attn: Robert Sills 212-841-5700 Berry Network Legal Claim Unliquidated c/o Faruki Ireland & Cox PLL (Contingent) 500 Courthouse Plaza, SW (Disputed) 10 North Ludlow St. Dayton, OH 45402 Attn: Charles J. Faruki 937-227 3705 Dr. Fernando Cabrera Legal Claim Unliquidated c/o Quetglas Law Offices (Contingent) P.O. Box 16606 (Disputed) San Juan, PR 00908 Attn: Jose F. Quetglas Jordan 787-722-0635 Wachovia Bank Legal Claim Unliquidated c/o Haynesworth Sinkler Boyd (Contingent) 1201 Main Street, Suite 2200 (Disputed) P.O. Box 11889 Columbia, SC 29211 Attn: Hamilton Osborne, Jr. 803-779-080 Jane & John Doe Legal Claim Unliquidated c/o Cohen Milstein, (Contingent) Hausfeld & Toll (Disputed) New York Avenue NW West Tower Suite 500 Washington DC 20005-3964 Attn: Stephen Annand 202-408-4600 Jane & John Doe Legal Claim Unliquidated c/o Berger & Montague, PC (Contingent) 1622 Locust Street (Disputed) Philadelphia, PA 19103 Attn: Peter Nordberg 215-875-3000 United States of America Legal Claim Unliquidated c/o United States (Contingent) Department of Justice (Disputed) Commercial Litigation Branch 601 D. Street NW Washington DC 20530 Attn: T. Reed Stephens 202-307-0404 West Penn Allegheny Legal Claim Unliquidated Health System (Contingent) 320 East North Avenue (Disputed) Pittsburgh, PA 15212 Attn: Jerry J. Fedele 412-359-4918 ----------------------------------------------------------------- [00006] ORGANIZATIONAL MEETING WITH US TRUSTEE TO FORM COMMITTEES ----------------------------------------------------------------- Carolyn S. Schwartz, the United States Trustee for Region II, will contact each of Magellan's 50-largest unsecured creditors to invite them to an organizational meeting for the purpose of forming one or more official committees of unsecured creditors. To determine the time, date and place for that meeting, contact the U.S. Trustee's office at (212) 510-0500. Creditors interested in serving on a Committee should complete and return a statement indicating their willingness to serve on an official committee. Official creditors' committees, constituted under 11 U.S.C. Sec. 1102, ordinarily consist of the seven largest creditors who are willing to serve on a committee. In some chapter 11 cases, the U.S. Trustee is persuaded to appoint multiple creditors' committees. It's logical to assume that the ad hoc bondholders' committee will lobby to be appointed as the official committee. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtors' expense. They may investigate the Debtors' business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtors is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Immediately following the U.S. Trustee's determinations about how many official committees will be appointed and who will be appointed to each committee, the newly formed committees convene their initial meeting. The first order of business is to listen to the U.S. Trustee explain the powers and duties of the committee as a whole and members' individual responsibilities. The Committee will generally elect a chairman. Thereafter, the Committee typically conducts beauty pageants to select their legal and financial advisors. ----------------------------------------------------------------- [00007] AETNA CONFIRMS NEW DEAL WITH MAGELLAN BEHAVIORAL HEALTH ----------------------------------------------------------------- HARTFORD, Connecticut -- March 11, 2003 -- Aetna (NYSE: AET) today announced a new strategic focus for its behavioral health programs that includes closer integration of behavioral and medical health care for members to optimize care and service. In order to support this new strategy, Aetna has extended its agreement with Magellan Behavioral Health, Inc. through December 31, 2005. As part of the agreement, Magellan will establish three customer service sites dedicated and designed to serve Aetna members, and focused on clinical and network management. Aetna's new strategic focus and agreement with Magellan will feature clinical enhancements designed to promote a stronger integration of care between mind and body, and provide a better way to detect and facilitate the treatment of behavioral health issues associated with chronic medical illnesses. These enhancements will be phased in immediately. "As the business landscape has evolved, an increasing number of employers are recognizing the impact that mental illness and substance abuse is having on productivity, and are viewing treatment as an investment in their employees," said John W. Rowe, M.D., chairman and CEO of Aetna. "We believe our new strategy will have a positive impact on the patient's experience and provide Aetna the opportunity to better serve the needs of employers." Magellan is filing for bankruptcy to restructure its financial position. Aetna's agreement with Magellan is subject to approval by the bankruptcy court, the successful completion of its restructuring and other customary conditions. "We continue to have confidence that Magellan will be able to fulfill its obligations to our members," said Mark Bertolini, Aetna's senior vice president of specialty products. "By restructuring its debt, we believe that Magellan would emerge in a much stronger position. The company and its financial advisers have been very forthcoming in discussing these issues with us, including their plans to place a priority on servicing members and behavioral health treatment providers throughout the bankruptcy. We strongly support Magellan's motion with the court to treat behavioral health clinicians as 'critical vendors' during the bankruptcy, a special status that will allow their claims to be paid in the ordinary course of business. "The health and safety of our members are Aetna's primary concerns, and we have taken a number of steps over the past several months to address the continuity of care for members. We have intensified our already-stringent monitoring and found no deterioration in service. Looking to the future, Aetna will continue to monitor Magellan to ensure that our members continue to receive services in accordance with our service standards," Bertolini said. The agreement is a two-year extension at competitive rates, with an option to extend for an additional year. With regard to the remaining $60 million payment due to Aetna under the original contract, Magellan will pay Aetna $15 million at the conclusion of the bankruptcy proceedings and provide a $45 million note with interest. Aetna is one of the nation's leading providers of health care, dental, pharmacy, group life, disability and long-term care benefits, serving approximately 13.7 million medical members, 11.8 million dental members, and 11.7 million group insurance customers, as of December 31, 2002. The company has expansive nationwide networks of more than 552,000 health care services providers, including over 332,000 primary care and specialist physicians and 3,373 hospitals. For more information about Aetna, please visit the company's Web site at http://www.aetna.com *** End of Issue No. 1 *** *** Future editions are available only by subscription. If you want *** an on-going subscription to MAGELLAN BANKRUPTCY NEWS, complete *** and return the form included in this newsletter. ------------------------------------------------------------------------- Peter A. Chapman peter@bankrupt.com http://bankrupt.com ------------------------------------------------------------------------- Recommended Reading: Professor Stuart Gilson's newest title, "Creating Value Through Corporate Restructuring: Case Studies in Bankruptcies, Buyouts, and Breakups." List Price: $79.95 -- Discounted to $55.96 at http://amazon.com/exec/obidos/ASIN/0471405590/internetbankrupt -------------------------------------------------------------------------