-----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, Vaj1UG41nIkzPC6HvTizQhM9sp7zP+xshMSYUw5aMlyw8reLLelzALItJ0Q4eNJK ENpcDvGLBDixqxKNBSIm0Q== 0001398432-09-000242.txt : 20090604 0001398432-09-000242.hdr.sgml : 20090604 20090604164557 ACCESSION NUMBER: 0001398432-09-000242 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090604 DATE AS OF CHANGE: 20090604 GROUP MEMBERS: MARK H. RACHESKY, M.D. GROUP MEMBERS: MHR ADVISORS LLC GROUP MEMBERS: MHR CAPITAL PARTNERS (100) LP GROUP MEMBERS: MHR FUND MANAGEMENT LLC GROUP MEMBERS: OTQ LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NationsHealth, Inc. 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: 09874561 BUSINESS ADDRESS: STREET 1: 13650 N.W. 8TH STREET STREET 2: SUITE 109 CITY: SUNRISE STATE: FL ZIP: 33325 BUSINESS PHONE: 6102932511 MAIL ADDRESS: STREET 1: 13650 N.W. 8TH STREET STREET 2: SUITE 109 CITY: SUNRISE STATE: FL ZIP: 33325 FORMER COMPANY: FORMER CONFORMED NAME: MILLSTREAM ACQUISITION CORP DATE OF NAME CHANGE: 20030516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MHR Capital Partners Master Account LP CENTRAL INDEX KEY: 0001354805 IRS NUMBER: 000000000 STATE OF INCORPORATION: 1A FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 262-0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 i10507.htm AMENDMENT 4 TO SCHEDULE 13D SC 13D/A
 
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-102]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 4 )*

NationsHealth, Inc.
(Name of Issuer)
Common Stock, Par Value $.0001 Per Share
(Title of Class of Securities)
63860C100
(CUSIP Number)
Patricia Perez, Esq.
O’Melveny & Myers LLP
7 Times Square
New York, New York 10036
(212) 326-2061
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 2, 2009
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 10 Pages)

 
 

 

CUSIP No.
  
63860C100  
   Page  
2 
   of   
10 
   Pages 
                         
           
1   Names of Reporting Persons
  MHR CAPITAL PARTNERS MASTER ACCOUNT LP 
     
2   Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)   o 
  (b)   þ 
     
3   SEC Use Only
   
   
     
4   Source of Funds (See Instructions)
   
  N/A
     
5   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   
  o
     
6   Citizenship or Place of Organization
   
  Anguilla, British West Indies
       
  7   Sole Voting Power
     
Number of   3,368,120
       
Shares 8   Shared Voting Power
Beneficially    
Owned by   16,419,8261
       
Each 9   Sole Dispositive Power
Reporting    
Person   4,267,096
       
With 10   Shared Dispositive Power
     
    0
     
11   Aggregate Amount Beneficially Owned by Each Reporting Person
   
  4,267,0962
     
12   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
   
  þ
     
13   Percent of Class Represented by Amount in Row (11)
   
  14.1%2
     
14   Type of Reporting Person (See Instructions)
   
  PN
1 Includes 11,265,897 shares of common stock (the “RGGPLS Shares”) reported to be beneficially owned by RGGPLS, LLC (“RGGPLS”) on Amendment No. 9 to Schedule 13D filed on March 31, 2009 and 4,254,953 shares of common stock (the “GRH Shares”) reported to be beneficially owned by GRH Holdings, L.L.C. (“GRH”) on Amendment No. 5 to Schedule 13D filed on February 14, 2008, due to the rights granted to and from RGGPLS and GRH pursuant to Stockholders Agreement described in Item 4.
2 Excludes the RGGPLS Shares and GRH Shares. The aggregate amount deemed to be beneficially owned by the Reporting Person would be 19,787,946 and the percent of class represented in Row (11) would be 65.3%, if the RGGPLS Shares and GRH Shares were included.

 

CUSIP No.
  
63860C100  
   Page  
3 
   of   
10
   Pages 
                         
           
1   Names of Reporting Persons
  MHR CAPITAL PARTNERS (100) LP 
     
2   Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)   o 
  (b)   þ 
     
3   SEC Use Only
   
   
     
4   Source of Funds (See Instructions)
   
  N/A
     
5   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   
  o
     
6   Citizenship or Place of Organization
   
  Delaware
       
  7   Sole Voting Power
     
Number of   449,860
       
Shares 8   Shared Voting Power
Beneficially    
Owned by   15,640,9211
       
Each 9   Sole Dispositive Power
Reporting    
Person   569,931
       
With 10   Shared Dispositive Power
     
    0
     
11   Aggregate Amount Beneficially Owned by Each Reporting Person
   
  569,9313
     
12   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
   
  þ
     
13   Percent of Class Represented by Amount in Row (11)
   
  2.0%3
     
14   Type of Reporting Person (See Instructions)
   
  PN
3 Excludes the RGGPLS Shares and GRH Shares. The aggregate amount deemed to be beneficially owned by the Reporting Person would be 16,090,781 and the percent of class represented in Row (11) would be 56.7%, if the RGGPLS Shares and GRH Shares were included.

 

CUSIP No.
  
63860C100  
   Page  
4 
   of   
10
   Pages 
                         
           
1   Names of Reporting Persons
  MHR ADVISORS LLC
     
2   Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)   o 
  (b)   þ 
     
3   SEC Use Only
   
   
     
4   Source of Funds (See Instructions)
   
  N/A
     
5   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   
  o
     
6   Citizenship or Place of Organization
   
  Delaware
       
  7   Sole Voting Power
     
Number of   3,817,980
       
Shares 8   Shared Voting Power
Beneficially    
Owned by   16,539,8971
       
Each 9   Sole Dispositive Power
Reporting    
Person   4,837,027
       
With 10   Shared Dispositive Power
     
    0
     
11   Aggregate Amount Beneficially Owned by Each Reporting Person
   
  4,837,0274
     
12   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
   
  þ
     
13   Percent of Class Represented by Amount in Row (11)
   
  15.8%4
     
14   Type of Reporting Person (See Instructions)
   
  OO
4 Excludes the RGGPLS Shares and GRH Shares. The aggregate amount deemed to be beneficially owned by the Reporting Person would be 20,357,877 and the percent of class represented in Row (11) would be 66.5%, if the RGGPLS Shares and GRH Shares were included.

 

CUSIP No.
  
63860C100  
   Page  
5 
   of   
10
   Pages 
                         
           
1   Names of Reporting Persons
  OTQ LLC
     
2   Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)   o 
  (b)   þ 
     
3   SEC Use Only
   
   
     
4   Source of Funds (See Instructions)
   
  N/A
     
5   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   
  o
     
6   Citizenship or Place of Organization
   
  Delaware
       
  7   Sole Voting Power
     
Number of   2,148,283
       
Shares 8   Shared Voting Power
Beneficially    
Owned by   16,287,5171
       
Each 9   Sole Dispositive Power
Reporting    
Person   2,914,950
       
With 10   Shared Dispositive Power
     
    0
     
11   Aggregate Amount Beneficially Owned by Each Reporting Person
   
  2,914,9505
     
12   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
   
  þ
     
13   Percent of Class Represented by Amount in Row (11)
   
  9.7%5
     
14   Type of Reporting Person (See Instructions)
   
  OO
5 Excludes the RGGPLS Shares and GRH Shares. The aggregate amount deemed to be beneficially owned by the Reporting Person would be 18,435,800 and the percent of class represented in Row (11) would be 61.5%, if the RGGPLS Shares and GRH Shares were included.

 

CUSIP No.
  
63860C100  
   Page  
6 
   of   
10
   Pages 
                         
           
1   Names of Reporting Persons
  MHR FUND MANAGEMENT LLC
     
2   Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)   o 
  (b)   þ 
     
3   SEC Use Only
   
   
     
4   Source of Funds (See Instructions)
   
  N/A
     
5   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   
  o
     
6   Citizenship or Place of Organization
   
  Delaware
       
  7   Sole Voting Power
     
Number of   5,966,263
       
Shares 8   Shared Voting Power
Beneficially    
Owned by   17,306,5641
       
Each 9   Sole Dispositive Power
Reporting    
Person   7,751,977
       
With 10   Shared Dispositive Power
     
    0
     
11   Aggregate Amount Beneficially Owned by Each Reporting Person
   
  7,751,9776
     
12   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
   
  o
     
13   Percent of Class Represented by Amount in Row (11)
   
  23.9%6
     
14   Type of Reporting Person (See Instructions)
   
  OO
6 Excludes the RGGPLS Shares and GRH Shares. The aggregate amount deemed to be beneficially owned by the Reporting Person would be 23,272,827 and the percent of class represented in Row (11) would be 71.6%, if the RGGPLS Shares and GRH Shares were included.

 

CUSIP No.
  
63860C100  
   Page  
7 
   of   
10
   Pages 
                         
           
1   Names of Reporting Persons
  MARK H. RACHESKY, M.D.
     
2   Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)   o 
  (b)   þ 
     
3   SEC Use Only
   
   
     
4   Source of Funds (See Instructions)
   
  N/A
     
5   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   
  o
     
6   Citizenship or Place of Organization
   
  United States of America
       
  7   Sole Voting Power
     
Number of   6,145,363
       
Shares 8   Shared Voting Power
Beneficially    
Owned by   17,306,5641
       
Each 9   Sole Dispositive Power
Reporting    
Person   7,931,077
       
With 10   Shared Dispositive Power
     
    0
     
11   Aggregate Amount Beneficially Owned by Each Reporting Person
   
  7,931,0777
     
12   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
   
  þ
     
13   Percent of Class Represented by Amount in Row (11)
   
  24.4%7
     
14   Type of Reporting Person (See Instructions)
   
  IN; HC
7 Excludes the RGGPLS Shares and GRH Shares. The aggregate amount deemed to be beneficially owned by the Reporting Person would be 23,451,927 and the percent of class represented in Row (11) would be 72.2%, if the RGGPLS Shares and GRH Shares were included.

 

This statement on Schedule 13D (this “Statement”) relates to shares of Common Stock, par value $0.0001 per share (the “Shares”) of NationsHealth, Inc. (the “Issuer”). Certain of the securities reported herein were previously reported on Schedule 13D, which was filed on March 9, 2005, as amended on February 26, 2008, April 17, 2009 and May 4, 2009, previously to that on Schedule 13G, which was filed on September 20, 2004, previously to that on Schedule 13D, which was filed on May 6, 2004, as amended on May 20, 2004, May 28, 2004, July 8, 2004, July 21, 2004 and August 27, 2004, previously to that on Schedule 13G filed on March 25, 2004, as amended on April 21, 2004 and previously to that on Schedule 13D filed on March 18, 2004. Capitalized terms not otherwise defined herein shall have the meanings ascribed such terms in the amendment to Schedule 13D filed on May 4, 2009.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to the Securities of the Issuer
     Item 6 is hereby amended to add the following:
     On May 5, 2009, the Issuer filed Form 8-K attaching as Exhibits thereto the First Amended and Restated Notes and the Form of the Second Amended and Restated Notes. On June 2, 2009, the Issuer filed Form 8-K/A attaching as Exhibits thereto the First Amended and Restated Notes and the Form of the Second Amended and Restated Notes, all of which were modified to reflect certain corrections and clarifications to the redemption and prepayment provisions in Sections 5(a)(ii) and 6(c)(iv). The terms of the aforementioned agreements attached as Exhibits to the Issuer’s Form 8-K/A filed on June 2, 2009 are incorporated herein by reference.
    Except as set forth herein, none of the Reporting Persons has entered into any contracts, arrangements, understandings or relationships required to be described in Item 6 of Schedule 13D.
Item 7. Material to be Filed as Exhibits
     The Exhibit Index is incorporated herein by reference.

 

 

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: June 4, 2009  MHR CAPITAL PARTNERS MASTER ACCOUNT LP    
 
  By:   MHR Advisors LLC,
its General Partner  		  
 
  By:   /s/ Hal Goldstein    
    Name:   Hal Goldstein   
    Title:   Vice President   
 
  MHR CAPITAL PARTNERS (100) 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   
 
  MHR FUND MANAGEMENT LLC
 		  
  By:   /s/ Hal Goldstein    
    Name:   Hal Goldstein   
    Title:   Managing Principal   
 
  MARK H. RACHESKY, M.D.
 		  
  By:   /s/ Hal Goldstein, Attorney in Fact    
 

 

Exhibit Index
     
Exhibit No.   Description
1
  

First Amended and Restated 7 3/4% Convertible Secured Note in favor of Master Account, dated as of April 30, 2009, issued by the Issuer, NH LLC, USPG, Diabetes and National (incorporated by reference to Exhibit 4.20 to Issuer’s Current Report on Form 8-K/A filed June 2, 2009).
2
  

First Amended and Restated 7 3/4% Convertible Secured Note in favor of Capital Partners (100), dated as of April 30, 2009, issued by the Issuer, NH LLC, USPG, Diabetes and National (incorporated by reference to Exhibit 4.21 to Issuer’s Current Report on Form 8-K/A filed June 2, 2009).
3
  

First Amended and Restated 7 3/4% Convertible Secured Note in favor of OTQ, dated as of April 30, 2009, issued by the Issuer, NH LLC, USPG, Diabetes and National (incorporated by reference to Exhibit 4.22 to Issuer’s Current Report on Form 8-K/A filed June 2, 2009).
4
  

Form of Second Amended and Restated 7 3/4% Convertible Secured Note, issued by the Issuer, NH LLC, USPG, Diabetes and National (incorporated by reference to Exhibit 4.28 to Issuer’s Current Report on Form 8-K/A filed June 2, 2009).
 
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