-----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, KtUGKg3vJX58LKHVLpIMXm/vEgOUNs7d4V0YoemG8aZ6ja6tJPAy6x9m8dB7Ldl4 as8gpZNoK4UfbALcTPSm6w== 0000903594-97-000104.txt : 19971127 0000903594-97-000104.hdr.sgml : 19971127 ACCESSION NUMBER: 0000903594-97-000104 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971126 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHRITE INC CENTRAL INDEX KEY: 0000910329 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 133714405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-50217 FILM NUMBER: 97728609 BUSINESS ADDRESS: STREET 1: 11445 CRONHILL DRIVE CITY: OWINGS MILLS STATE: MD ZIP: 21117 BUSINESS PHONE: 4105818042 MAIL ADDRESS: STREET 1: 200 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHRITE DATE OF NAME CHANGE: 19950619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACDONALD BRADLEY T CENTRAL INDEX KEY: 0001050357 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 9332 OWINGS CHOICE CT CITY: OWINGS MILLS STATE: MD ZIP: 21117 BUSINESS PHONE: 4109029552 MAIL ADDRESS: STREET 1: 9332 OWINGS CHOICE CT CITY: OWINGS MILLS STATE: MD ZIP: 21117 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _____________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d- 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. _____________) HealthRite Inc. (Name of Issuer) Common Stock, Par Value $.001 per share (Title of Class of Securities) 42221F101 (CUSIP Number) Carl J. Valore Linwood Commons, Suite C-4 2106 New Road Linwood, NJ 08221 (609) 601-2424 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 10, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ]. CUSIP No. 42221F101 1. Name of Reporting Persons IRS Identification Nos. of Above Persons (Entities Only) Bradley T. MacDonald David Green Ronald O. Hauge David H. Panasci Beverly L. Valore Reed Vordenberg Charles Richard Walgreen Sr. 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only _____________________________________________________________ 4. Source of Funds* PF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] N/A 6. Citizenship or Place of Organization USA Number of 7. Sole Voting Power 469,200 Shares Beneficially 8. Shared Voting Power -0- Owned By Each Reporting 9. Sole Dispositive Power 469,200 Person With 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially owned by Each Person 469,200 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares* [ ] 13. Percent of Class Represented by Amount in Row 11 10.67% 14. Type of Reporting Person* IN Item 1. Security and Issuer. Common Stock, Par Value $.001 per share HealthRite Inc. 11445 Cronhill Drive Owings Mills, MD 21117 Item 2. Identity and Background. The name, address, principal occupation, and name and address of the employer of each member of the group acting in concert (the "Committee") are as follows: - Bradley T. MacDonald 9332 Owings Choice Court Owings Mill, MD 21117 Consultant to HealthRite Inc., 11445 Cronhill Drive, Owings Mills, MD 21117 - David M. Green 10128 East Topaz Drive Scottsdale, Arizona 85258 President and Chief Executive Officer of Southwest Supermarkets, LLC, 2626 South 7th Street, Phoenix, Arizona 85034 - Ronald O. Hauge 1014 South Avenue West, Missoula, Montana 59801 Field Representative with Guardian Life Insurance Company, 1014 South Avenue West, Missoula, Montana 59801 - David H. Panasci 4914 West Genesee Street, Camillus, New York 13031 Consultant - Self-employed - Beverly L. Valore, Esquire Linwood Commons, Suite C-4, 2106 New Road, Linwood, New Jersey 08221 Attorney; Valore Law Firm and Valore Chartered, Linwood Commons, Suite C-4, 2106 New Road, Linwood, New Jersey 08221 - Reed Vordenberg 34119 West 12 Mile Road, Suite 365 Farmington Hills, Michigan 48331 President of Vordenberg Marketing, Inc. 34119 West 12 Mile Road, Suite 365 Farmington Hills, Michigan 48331 - Charles Richard Walgreen, Sr. 736 North Western Avenue, Suite 245 Lake Forest, Illinois 60045 President and Chief Executive Officer Walgreen Asset Group 736 North Western Avenue, Suite 245 Lake Forest, Illinois 60045 Each of the members of the Committee is a citizen of the United States of America, and none of the members of the Committee has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding and as a result was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Each of the seven persons who are members of the Committee have contributed $5,000 (for a total of $35,000) to finance the cost of soliciting proxies to elect a new board of directors of HealthRite Inc. If elected to the board of directors of HealthRite Inc., the Committee intends to cause HealthRite Inc. to reimburse the Committee for the cost of soliciting such proxies and all other related costs. Item 4. Purpose of the Transaction. The Committee has been formed for the purpose of electing a new board of directors of HealthRite Inc. and rehiring Bradley T. MacDonald as President of HealthRite Inc. If elected to the board of directors of HealthRite Inc., the Committee's nominees for the board of directors intend to consolidate most of HealthRite's production of branded products in Montana to take advantage of Montana's lower cost structure, develop a strategic manufacturing partnership for the Baltimore facility, and implement a restructuring of the Company's marketing and distribution strategies to take advantage of the connection's the Committee's members have with people in charge of purchasing dietary supplement products for major retail chains. Item 5. Interest in Securities of the Issuer. Set forth below is a table showing beneficial ownership of the shares of common stock of HealthRite Inc. by each member of the Committee.
Shared Sole Power Power Power to Owner to Vote to Vote Dispose Total Percentage Bradley T. MacDonald 229,000* -0- 229,000* 229,000* 5.36% Ronald O. Hauge 170,000 -0- 170,000 170,000 3.98% David Green 22,000 -0- 22,000 22,000 0.51% David H. Panasci 30,100 -0- 30,100 30,100 0.70% Beverly L. Valore 2,000 -0- 2,000 2,000 0.05% Reed Vordenberg 12,000** -0- 12,000** 12,000** 0.28% Charles Richard Walgreen, Sr. 4,100 -0- 4,100 4,100 0.10% -------- --- -------- ------- ----- Total 469,200 -0- 469,200 469,200 10.67%
____________________ * Includes 100,000 shares subject to options held by Mr. MacDonald which are exercisable until March 15, 1998. Includes 20,000 shares of Series A Preferred Stock of HealthRite Inc. owned by Mr. MacDonald which do not have voting rights with respect to the election of directors until HealthRite Inc. fails to pay the annual dividend but which are convertible into shares of Common Stock at any time at the option of the holder. ** Includes 10,000 shares owned by Mr. Vordenberg's father as to which Mr. Vordenberg disclaims beneficial ownership. Set forth below is a description of all transactions in the Common Stock of HealthRite Inc. by members of the Committee during the preceding 60 days. Charles Richard Walgreen, Sr. purchased 2,500 shares of HealthRite Inc. common stock in the market on October 17, 1997 at $2 per share through T. R. Winston & Company, Incorporated, a registered broker-dealer ("T. R. Winston"). On October 24, 1997, Mr. Walgreen purchased 1,600 shares of HealthRite Inc. common stock from Northern Trust Company. Beverly L. Valore purchased 2,000 shares of HealthRite Inc. common stock in the market on October 27, 1997 at $2.05 per share through T. R. Winston. David H. Penasci made the following purchases of HealthRite Inc. common stock: (a) 2,000 shares on October 17, 1997 at $2.00 per share, (b) 300 shares on October 22, 1997 at $2.05 per share, and (c) 3,300 shares on October 23, 1997 at $2.05 per share. All of such purchases were made in the market through T. R. Winston. In all of the above transactions, T. R. Winston, a market maker in HealthRite Inc.'s stock acted as principal. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The members of the Committee have agreed to be named as nominees for election to the board of directors of HealthRite Inc. and to solicit proxies for their election to such board of directors. Each of the members of the Committee has agreed to contribute $5,000 to finance the cost of such proxy solicitation. Item 7. Material to be Filed as Exhibits. Attached hereto as Exhibit 7 is an agreement among the members of the Committee that this Schedule 13D is filed on behalf of each of the members of the Committee SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 20, 1997 /s/ Bradley T. MacDonald (Signature) Name: Bradley T. MacDonald Date: November 21, 1997 /s/ David M. Green (Signature) Name: David M. Green Date: November 20, 1997 /s/ Ronald O. Hauge (Signature) Name: Ronald O. Hauge Date: November 21, 1997 /s/ David H. Panasci (Signature) Name: David H. Panasci Date: November 20, 1997 /s/ Beverly L. Valore (Signature) Name: Beverly L. Valore Date: November 21, 1997 /s/ Reed Vordenberg (Signature) Name: Reed Vordenberg Date: November 20, 1997 /s/ Charles Richard Walgreen, Sr. (Signature) Name: Charles Richard Walgreen, Sr. EXHIBIT 7 AGREEMENT Each of the undersigned agrees that the Schedule 13D to which this Agreement is an exhibit is filed on behalf of each of them. IN WITNESS WHEREOF, the undersigned, intending to be legally bound have executed and delivered this Agreement as of the date specified below. Date: November 20, 1997 /s/ Bradley T. MacDonald (Signature) Name: Bradley T. MacDonald Date: November 21, 1997 /s/ David Green (Signature) Name: David Green Date: November 20, 1997 /s/ Ronald O. Hauge (Signature) Name: Ronald O. Hauge Date: November 21, 1997 /s/ David H. Panasci (Signature) Name: David H. Panasci Date: November 20, 1997 /s/ Beverly L. Valore (Signature) Name: Beverly L. Valore Date: November 21, 1997 /s/ Reed Vordenberg (Signature) Name: Reed Vordenberg Date: November 20, 1997 /s/ Charles Richard Walgreen, Sr. (Signature) Name: Charles Richard Walgreen, Sr. -----END PRIVACY-ENHANCED MESSAGE-----