-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, As6QtQCJcQzkmb7BaUEG7nbxTBOimvgZyE7BBLjaiNL1yqQ0EsYt3T84Q4En5PW/ dJk9XC4eHObjImBa1th8/g== 0000921530-04-000302.txt : 20040520 0000921530-04-000302.hdr.sgml : 20040520 20040519181629 ACCESSION NUMBER: 0000921530-04-000302 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040520 GROUP MEMBERS: MARK H. RACHESKY, M.D. GROUP MEMBERS: MHR ADVISORS LLC GROUP MEMBERS: MHR CAPITAL PARTNERS LP GROUP MEMBERS: OTQ LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MHR CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001019190 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 335 MADISON AVENUE 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128783550 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MILLSTREAM ACQUISITION CORP CENTRAL INDEX KEY: 0001233426 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 061688360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79247 FILM NUMBER: 04819705 BUSINESS ADDRESS: STREET 1: 435 DEVON PARK DRIVE BLDG 400 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6102932511 MAIL ADDRESS: STREET 1: 435 DEVON PARK DR BLDG 400 CITY: WAYNE STATE: PA ZIP: 19087 SC 13D/A 1 millstream_13d-51804.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MILLSTREAM ACQUISITION CORPORATION ---------------------------------- (Name of Issuer) Common Stock, Par Value $.0001 Per Share ---------------------------------------- (Title of Class of Securities) 601316102 --------- (CUSIP Number) James E. Kaye, Esq. Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue New York, New York 10022 (212) 872-1000 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 18, 2004 ------------ (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 that 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 [X]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.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). Continued on following pages Page 1 of 9 Pages SCHEDULE 13D CUSIP NO.: 601316102 Page 2 of 9 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MHR CAPITAL PARTNERS LP 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) WC 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 882,734 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 882,734 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 882,734 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 18.5% 14 Type of Reporting Person (See Instructions) PN SCHEDULE 13D CUSIP NO.: 601316102 Page 3 of 9 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MHR ADVISORS LLC 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) AF 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 882,734 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 882,734 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 882,734 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 18.5% 14 Type of Reporting Person (See Instructions) OO SCHEDULE 13D CUSIP NO.: 601316102 Page 4 of 9 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). OTQ LLC 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 254,166 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 254,166 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 254,166 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 5.3% 14 Type of Reporting Person (See Instructions) OO SCHEDULE 13D CUSIP NO.: 601316102 Page 5 of 9 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MARK H. RACHESKY, M.D. 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) AF; PF 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States of America 7 Sole Voting Power Number of 1,311,000 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,311,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,311,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 27.5% 14 Type of Reporting Person (See Instructions) IN; HC Page 6 of 9 Pages This Amendment No. 1 to Schedule 13D relates to the Common Stock, par value $0.0001 per share (the "Shares") of Millstream Acquisition Corporation (the "Issuer"). This Amendment No. 1 supplementally amends the initial statement on Schedule 13D, dated May 6, 2004 (the "Initial Statement"), filed by the Reporting Persons (as defined herein). This Amendment No. 1 is being filed by the Reporting Persons to report the number of Shares which the Reporting Persons may be deemed to beneficially own has increased by more than one percent of the current amount of outstanding Shares. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) MHR Capital Partners LP ("Capital Partners"); (ii) MHR Advisors LLC ("Advisors"); (iii) OTQ LLC ("OTQ"); and (iv) Mark H. Rachesky, M.D. ("Dr. Rachesky") This Statement relates to the Shares held for the accounts of Capital Partners and OTQ and certain trusts, retirement and charitable foundation accounts (the "Personal Accounts") established by Dr. Rachesky. Dr. Rachesky exercises voting and/or investment control over the portfolio securities of such Personal Accounts and, in such capacity, may be deemed to beneficially own the Shares and other Securities held for the accounts of the Personal Accounts. Item 3. Source and Amount of Funds or Other Consideration Capital Partners expended approximately $1,334,107 of its working capital to purchase the securities reported herein as having been acquired since May 6, 2004 (the date of the last filing on Schedule 13D), as set forth in Annex A herein. Dr. Rachesky expended approximately $362,452 of his personal funds to purchase the securities reported herein as having been acquired since May 6, 2004 (the date of the last filing on Schedule 13D), as set forth in Annex A hereto. Item 5. Interest in Securities of the Issuer According to information provided by the Issuer in its most recent quarterly report on Form 10-Q, the amount of Shares outstanding is 4,775,000 as of April 30, 2004. (a) (i) Capital Partners and Advisors may be deemed the beneficial owner of 882,734 Shares (approximately 18.5% of the total number of Shares outstanding). This number consists of 882,734 Shares held for the account of Capital Partners. (ii) OTQ may be deemed the beneficial owner of 254,166 Shares (approximately 5.3% of the total number of Shares outstanding). This number consists of 236,332 Shares held for its account. (iii) Dr. Rachesky may be deemed the beneficial owner of 1,311,000 Shares (approximately 27.5% of the total number of Shares outstanding). This number consists of A) 882,734 Shares held for the account of Capital Partners, B) 254,166 Shares held for the account of OTQ, and C) 174,100 Shares held for the accounts of the Personal Accounts. Page 7 of 9 Pages (b) (i) Capital Partners and Advisors may be deemed to have the sole power to direct the voting and disposition of the 882,734 Shares which may be deemed to be beneficially owned by Capital Partners and Advisors as described above. (ii) OTQ may be deemed to have the sole power to direct the voting and disposition of the 254,166 Shares which may be deemed to be beneficially owned by OTQ as described above. (iii) Dr. Rachesky may be deemed to have the sole power to direct the voting and disposition of the 1,311,000 Shares which may be deemed to be beneficially owned by Capital Partners and OTQ as described above. (c) Except for the transaction listed on Annex A hereto, which was effected in the over-the-counter market in a routine brokerage transaction, there have been no transactions with respect to the Shares since May 6, 2004 (the date of the most recent filing on Schedule 13D) by any of the Reporting Persons. (d) (i) The partners of Capital Partners, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Capital Partners in accordance with their partnership interests in Capital Partners. (ii) The members of OTQ have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of OTQ in accordance with their membership interests in OTQ. (iii) Included within the Personal Accounts are certain trusts. The beneficiaries of certain of these trusts have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the accounts of their respective trusts in accordance with their beneficiary interests in their respective trusts. (e) Not Applicable. Page 8 of 9 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: May 19, 2004 MHR CAPITAL PARTNERS LP By: MHR Advisors LLC, its General Partner By: /s/ Hal Goldstein ----------------------------------- Name: Hal Goldstein, Title: Vice President MHR ADVISORS LLC By: /s/ Hal Goldstein ----------------------------------- Name: Hal Goldstein, Title: Vice President OTQ LLC By: /s/ Hal Goldstein ----------------------------------- Name: Hal Goldstein Title: Authorized Signatory MARK H. RACHESKY, M.D. By: /s/ Mark H. Rachesky ----------------------------------- Page 9 of 9 Pages ANNEX A RECENT TRANSACTIONS IN THE SECURITIES OF MILLSTREAM ACQUISITION CORPORATION Date of Nature of Number of For the Account of Transaction Transaction Securities Price - ------------------ ----------- ----------- ---------- ----- MHR Capital Partners May 18, 2004 Buy 118,900 shares $7.093 Personal Accounts May 18, 2004 Buy 51,100 shares $7.093 of Dr. Rachesky MHR Capital Partners May 19, 2004 Buy 65,000 shares $7.55 -----END PRIVACY-ENHANCED MESSAGE-----