-----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, FNylS9Zp6p8VtH5Q4Tc/bInouEVkyaiwvSIrjnKgnh/cBK00bz9R2QKfGqTpx3Vr 71gigwc1zVpKdSHUud72oA== 0001144204-09-016616.txt : 20090327 0001144204-09-016616.hdr.sgml : 20090327 20090327161446 ACCESSION NUMBER: 0001144204-09-016616 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090327 DATE AS OF CHANGE: 20090327 GROUP MEMBERS: ADAM MILLS MINORS TRUST DTD 5/15/2008 GROUP MEMBERS: ALEXANDER M. LIBERMAN GROUP MEMBERS: ANDREW GST TRUST DTD 4/4/2003 GROUP MEMBERS: ANDREW J. MILLS GROUP MEMBERS: CHARLES MILLS - S TRUST NO. 2 DTD 2/15/1986 GROUP MEMBERS: JAMES S. MILLS GROUP MEMBERS: KRISTEN MILLS GROUP MEMBERS: MEDLINE INDUSTRIES, INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mills Charles N. CENTRAL INDEX KEY: 0001460221 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O MEDLINE INDUSTRIES, INC. STREET 2: ONE MEDLINE PLACE CITY: MUNDELEIN STATE: IL ZIP: 60060 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL ACTION INDUSTRIES INC CENTRAL INDEX KEY: 0000748270 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 112421849 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-77969 FILM NUMBER: 09710588 BUSINESS ADDRESS: STREET 1: 800 PRIME PL CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5162314600 MAIL ADDRESS: STREET 1: 150 MOTOR PKWY STREET 2: STE 205 CITY: HAUPPAUGE STATE: NY ZIP: 11788 SC 13D 1 v144210_sc-13d.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Medical Action Industries, Inc.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

58449L100

 (CUSIP Number)

Alexander M. Liberman
Medline Industries, Inc.
One Medline Place
Mundelein, Illinois 60060
Telephone no. (847) 949-3015

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 13, 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.

*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).
 

CUSIP NO. 58449L100
 
           
1  
Names of Reporting Persons
   
  Charles N. Mills
 
     
2  
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   x
 
(b)   o
     
3   SEC Use Only
   
   
     
4   Source of Funds (See Instructions)
   
  PF
     
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
       
  7  
Sole Voting Power
     
Number of  
202,450
       
Shares 8   Shared Voting Power
Beneficially    
Owned by  
944,366
       
Each 9  
Sole Dispositive Power
Reporting    
Person  
202,450
       
With 10   Shared Dispositive Power
     
   
944,366
     
11   Aggregate Amount Beneficially Owned by Each Reporting Person
   
  1,146,816
     
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)
   
  7.2%(1)
     
14   Type of Reporting Person (See Instructions)
   
  IN
______________________

(1)  The percentage is calculated based on the total of 16,020,661 of the Issuer's shares of common stock, par value $0.001 per share, outstanding as of February 5, 2009 as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on  February 5, 2009.

2

CUSIP NO. 58449L100
 
           
1  
Names of Reporting Persons
   
  Charles Mills - S Trust No. 2 Dtd 2/15/1986, Alexander M. Liberman,Trustee
 
     
2  
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   x
 
(b)   o
     
3   SEC Use Only
   
   
     
4   Source of Funds (See Instructions)
   
  PF
     
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
       
  7  
Sole Voting Power
     
Number of  
0
       
Shares 8   Shared Voting Power
Beneficially    
Owned by  
18,475
       
Each 9  
Sole Dispositive Power
Reporting    
Person  
0
       
With 10   Shared Dispositive Power
     
   
18,475
     
11   Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
18,475
     
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)
   
  Less than 1%(1)
     
14   Type of Reporting Person (See Instructions)
   
  OO
______________________

(1)  The percentage is calculated based on the total of 16,020,661 of the Issuer's shares of common stock, par value $0.001 per share, outstanding as of February 5, 2009 as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on  February 5, 2009.

3

CUSIP NO. 58449L100
 
           
1  
Names of Reporting Persons
   
  Alexander M. Liberman
 
     
2  
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   x
 
(b)   o
     
3   SEC Use Only
   
   
     
4   Source of Funds (See Instructions)
   
  00
     
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
       
  7  
Sole Voting Power
     
Number of  
0
       
Shares 8   Shared Voting Power
Beneficially    
Owned by  
24,225
       
Each 9  
Sole Dispositive Power
Reporting    
Person  
0
       
With 10   Shared Dispositive Power
     
   
24,225
     
11   Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
24,225
     
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)
   
  Less than 1%(1)
     
14   Type of Reporting Person (See Instructions)
   
  IN
______________________

(1)  The percentage is calculated based on the total of 16,020,661 of the Issuer's shares of common stock, par value $0.001 per share, outstanding as of February 5, 2009 as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on  February 5, 2009.

4

CUSIP NO. 58449L100
 
           
1  
Names of Reporting Persons
   
  Kristen Mills
 
     
2  
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   x
 
(b)   o
     
3   SEC Use Only
   
   
     
4   Source of Funds (See Instructions)
   
  PF
     
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
       
  7  
Sole Voting Power
     
Number of  
19,250
       
Shares 8   Shared Voting Power
Beneficially    
Owned by   0
       
Each 9  
Sole Dispositive Power
Reporting    
Person  
19,250
       
With 10   Shared Dispositive Power
     
    0
     
11   Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
19,250
     
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)
   
  Less than 1%(1)
     
14   Type of Reporting Person (See Instructions)
   
  IN
______________________

(1)  The percentage is calculated based on the total of 16,020,661 of the Issuer's shares of common stock, par value $0.001 per share, outstanding as of February 5, 2009 as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on  February 5, 2009.

5

CUSIP NO. 58449L100
 
           
1  
Names of Reporting Persons
   
  Adam Mills Minors Trust Dtd 5/15/2008, Alexander M. Liberman,Trustee
 
     
2  
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   x
 
(b)   o
     
3   SEC Use Only
   
   
     
4   Source of Funds (See Instructions)
   
  PF
     
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
       
  7  
Sole Voting Power
     
Number of   0
       
Shares 8   Shared Voting Power
Beneficially    
Owned by  
5,750
       
Each 9  
Sole Dispositive Power
Reporting    
Person   0
       
With 10   Shared Dispositive Power
     
   
5,750
     
11   Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
5,750
     
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)
   
  Less than 1%(1)
     
14   Type of Reporting Person (See Instructions)
   
  OO
______________________

(1)  The percentage is calculated based on the total of 16,020,661 of the Issuer's shares of common stock, par value $0.001 per share, outstanding as of February 5, 2009 as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on  February 5, 2009.

6

CUSIP NO. 58449L100
 
           
1  
Names of Reporting Persons
   
 
James S. Mills
 
     
2  
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   x
 
(b)   o
     
3   SEC Use Only
   
   
     
4   Source of Funds (See Instructions)
   
  PF
     
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
       
  7  
Sole Voting Power
     
Number of  
147,612
       
Shares 8   Shared Voting Power
Beneficially    
Owned by  
990,240
       
Each 9  
Sole Dispositive Power
Reporting    
Person  
147,612
       
With 10   Shared Dispositive Power
     
   
990,240
     
11   Aggregate Amount Beneficially Owned by Each Reporting Person
   
  1,137,852
     
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)
   
  7.1%(1)
     
14   Type of Reporting Person (See Instructions)
   
  IN
______________________

(1)  The percentage is calculated based on the total of 16,020,661 of the Issuer's shares of common stock, par value $0.001 per share, outstanding as of February 5, 2009 as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on  February 5, 2009.

7

CUSIP NO. 58449L100
 
           
1  
Names of Reporting Persons
   
  Andrew GST Trust Dtd 4/4/2003
 
     
2  
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   x
 
(b)   o
     
3   SEC Use Only
   
   
     
4   Source of Funds (See Instructions)
   
  PF
     
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
       
  7  
Sole Voting Power
     
Number of   0
       
Shares 8   Shared Voting Power
Beneficially    
Owned by  
45,874
       
Each 9  
Sole Dispositive Power
Reporting    
Person   0
       
With 10   Shared Dispositive Power
     
   
45,874
     
11   Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
45,874
     
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)
   
  Less than 1%(1)
     
14   Type of Reporting Person (See Instructions)
   
  OO
______________________

(1)  The percentage is calculated based on the total of 16,020,661 of the Issuer's shares of common stock, par value $0.001 per share, outstanding as of February 5, 2009 as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on  February 5, 2009.

8

CUSIP NO. 58449L100
 
           
1  
Names of Reporting Persons
   
  Andrew J. Mills
 
     
2  
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   x
 
(b)   o
     
3   SEC Use Only
   
   
     
4   Source of Funds (See Instructions)
   
  00
     
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
       
  7  
Sole Voting Power
     
Number of   0
       
Shares 8   Shared Voting Power
Beneficially    
Owned by   45,874
       
Each 9  
Sole Dispositive Power
Reporting    
Person   0
       
With 10   Shared Dispositive Power
     
    45,874
     
11   Aggregate Amount Beneficially Owned by Each Reporting Person
   
  45,874
     
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)
   
  Less than 1%(1)
     
14   Type of Reporting Person (See Instructions)
   
  IN
______________________

(1)  The percentage is calculated based on the total of 16,020,661 of the Issuer's shares of common stock, par value $0.001 per share, outstanding as of February 5, 2009 as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on  February 5, 2009.

9

CUSIP NO. 58449L100
 
           
1  
Names of Reporting Persons
   
  Medline Industries, Inc.
 
     
2  
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   x
 
(b)   o
     
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)
   
 
o
     
6   Citizenship or Place of Organization
   
  United States
       
  7  
Sole Voting Power
     
Number of   0
       
Shares 8   Shared Voting Power
Beneficially    
Owned by  
944,366
       
Each 9  
Sole Dispositive Power
Reporting    
Person   0
       
With 10   Shared Dispositive Power
     
   
944,366
     
11   Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
944,366
     
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)
   
  5.9%(1)
     
14   Type of Reporting Person (See Instructions)
   
  CO
______________________

(1)  The percentage is calculated based on the total of 16,020,661 of the Issuer's shares of common stock, par value $0.001 per share, outstanding as of February 5, 2009 as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on  February 5, 2009.

10


Item 1.  Security and Issuer.

This statement relates to the common stock, par value $0.001 per share (the "Common Stock"), of Medical Action Industries, Inc., a Delaware corporation (the "Company"). The Company's principal executive offices are located at 500 Expressway Drive South, Brentwood, New York 11717.

 
Item 2.  Identity and Background.

This Schedule 13D is being filed jointly by: Charles N. Mills; the Charles Mills - S Trust No. 2 Dtd 2/15/1986, Alexander M. Liberman, Trustee; Alexander M. Liberman; Kristen Mills; the Adam Mills Minors Trust Dated 5/15/2008, Alexander M. Liberman, Trustee; James S. Mills; the Andrew GST Trust Dtd 4/4/2003; Andrew J. Mills; and Medline Industries, Inc., an Illinois corporation (collectively, the "Reporting Persons").

(a)           Charles N. Mills.

(b)           Business Address:  One Medline Place, Mundelein, Illinois 60060.

(c)           Principal Occupation:  Chief Executive Officer of Medline Industries, Inc.

(d)           Mr. Mills has not, during the last five years, been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e)           Mr. Mills has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

(f)           Citizenship:  United States.

(a)           Charles Mills - S Trust No. 2 Dtd 2/15/1986, Alexander M. Liberman, Trustee (the "Mills Trust #2").
 
b)
State of Organization:
Illinois
 
Address of Principal Office:
700 South Ridge
 
 
Lake Forest, Illinois 60045

(c)           Principal Business:  Not applicable.

(d)           The Mills Trust #2 has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           The Mills Trust #2 has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

11

(a)           This statement is filed by Alexander M. Liberman.
 
b)
Business Address:
One Medline Place
 
 
Mundelein, Illinois 60060
 
(c)           Principal Occupation:  General Counsel and Chief Compliance Officer of Medline Industries, Inc.

(d)           Mr. Liberman has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           Mr. Liberman has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

(a)           This statement is filed by Kristen Mills.
 
b)
Residence Address:
700 South Ridge
 
 
Lake Forest, Illinois 60045

(c)           Principal Occupation:  Homemaker

(d)           Ms. Mills has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           Ms. Mills has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

(f)           Citizenship:  United States.

(a)           Adam Mills Minors Trust Dtd 5/15/2008, Alexander M. Liberman, Trustee (the "Adam Mills Minors Trust").
 
b)
State of Organization:
Illinois
 
Address of Principal Office:
700 South Ridge
 
 
Lake Forest, Illinois 60045
 
(c)           Principal Business:  Not applicable.

(d)           The Adam Mills Minors Trust has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           The Adam Mills Minors Trust has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

12

(a)           James S. Mills.

(b)           Business Address:  One Medline Place, Mundelein, Illinois 60060.

(c)           Principal Occupation:  Co-Chairman of the Board of Medline Industries, Inc.

(d)           Mr. Mills has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           Mr. Mills has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

(f)           Citizenship:  United States.

(a)           This statement is filed by Andrew GST Trust Dtd 4/3/2003, Andrew J. Mills and James S. Mills, Co-Trustees (the "Andrew GST Trust").
 
b)
State of Organization:
Illinois
 
Address of Principal Office:
2479 Woodbridge Lane
 
 
Highland Park, Illinois 60035
 
(c)           Principal Business:  Not applicable.

(d)           The Andrew GST Trust has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           The Andrew GST Trust has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.
 
(a)           This statement is filed by Andrew J. Mills.
 
b)
Business Address:
One Medline Place
 
 
Mundelein, Illinois 60060
 
(c)           Principal Occupation:  President of Medline Industries, Inc.

(d)           Mr. Mills has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

13

(e)           Mr. Mills has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.
 
(a)           Medline Industries, Inc. ("Medline")

(b)           State of Organization:  Illinois

(c)           Principal Business:  Medline is America's largest privately-held national manufacturer of health care supplies and services.  Medline manufactures and distributes over 100,000 medical products, encompassing medical-surgical items and one of the largest textile lines in the industry.
 
b)
Address of Principal Office:
One Medline Place
 
 
Mundelein, Illinois 60060
 
(d)           Medline has not, during the last five years, been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.  To the knowledge of Medline, none of the executive officers and directors of Medline has, during the last five years, been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e)           Medline has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which was or is subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws.  To the knowledge of Medline, none of the executive officers and directors of Medline has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which subjected him or her to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws.

Please see Appendix A filed with this Schedule 13D for Identity and Background items 2(a), (b) and (c) of each of the executive officers and directors of Medline, which information is incorporated by reference into this Item 2.

 
Item 3.  Source and Amount of Funds or Other Consideration.

The source and the amount of funds or other consideration used by each of the Reporting Persons in obtaining the shares of the Common Stock he, she or it purchased, as described herein, is as follows:

Between June 2, 2008 and October 30, 2008, Charles N. Mills purchased an aggregate of 202,450 shares of the Common Stock at an average purchase price of approximately $12.54 per share and an aggregate purchase price of approximately $2,538,723.

14

Between August 12, 2008 and January 30, 2009, the Mills Trust #2 purchased 18,475 shares of the Common Stock at a purchase price of approximately $11.46 per share and an aggregate purchase price of approximately $211,723.50.

Between July 14, 2008 and October 7, 2008, Kristin Mills purchased an aggregate of 19,250 shares of the Common Stock at an average purchase price of $10.52 per share and an aggregate purchase price of approximately $202,510.

Between July 14, 2008 and January 12, 2009, the Adam Mills Minors Trust purchased an aggregate of 5,750 shares of the Common Stock at an average purchase price of approximately $9.89 per share and an aggregate purchase price of approximately $56,867.50.

Between June 2, 2008 and February 18, 2009, James S. Mills purchased an aggregate of 147,612 shares of the Common Stock at an average purchase price of approximately $9.81 per share and an aggregate purchase price of approximately $1,448,073.72.

Between June 18, 2008 and November 25, 2008, the Andrew GST Trust purchased an aggregate of 45,874 shares of the Common Stock at an average purchase price of approximately $10.40 per share and an aggregate purchase price of approximately $477,089.50.

Between June 18, 2008 and March 23, 2009, Medline purchased an aggregate of 944,366 shares of the Common Stock at an average purchase price of approximately $6.21 per share and an aggregate purchase price of approximately $5,864,512.86.

All purchases of the Common Stock were made in open market transactions with personal funds of each of the Reporting Persons, who are individuals or trusts and working capital of Medline.  These funds may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.  The Reporting Persons purchased a total of 1,383,777 shares of the Common Stock for an aggregate price of approximately $10,677,255 in approximately 56 open-market transactions between June 2, 2008 and March 23, 2009.

To the knowledge of Medline, this Item is inapplicable to the executive officers and directors listed on Appendix A other than Charles N. Mills and James S. Mills, to the extent those officers and directors are not Reporting Persons, due to the fact that none of these other executive officers and directors has purchased any shares of the Common Stock of the Company.


Item 4.  Purpose of Transaction.

The Reporting Persons have acquired the Common Stock for investment purposes.  On several occasions during the nine-month period preceding the date of this Schedule 13D, most recently on March 18, 2009, Charles N. Mills held discussions on various topics with Paul D. Meringolo, the Chairman of the Board, Chief Executive Officer and President of the Company.  In the course of each of these discussions, Mr. Mills inquired as to whether the Company would be interested in a possible strategic transaction with Medline, to which Mr. Meringolo responded each time in the negative.  As of the date of this Schedule 13D, none of the Reporting Persons, nor any of the other executive officers and/or directors of Medline, has any plans to acquire additional shares of Common Stock of the Company or to dispose of any of his, her or its shares of Common Stock.  However, these plans may change in the future depending on several factors, including the prospects of the Company, general market and economic conditions and other factors deemed relevant.

15

Except as set forth above, none of the Reporting Persons, nor any of the other officers and/or directors of Medline listed on Appendix A hereto, has any plans or proposals which relate to or would result in any of the following:

(a)           The acquisition of additional securities of the Company, or the disposition of securities of the Company;

(b)           An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company;

(c)           A sale or transfer of a material amount of assets of the Company;

(d)           Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)           Any material change in the present capitalization or dividend policy of the Company;

(f)            Any other material change in the Company's business or corporate structure;

(g)           Changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

(h)           Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association;

(i)            A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)            Any action similar to those enumerated above.

In addition, Medline and the Company have a commercial relationship which is not material to either party.

 
Item 5.  Interest in Securities of the Issuer.

(a)           The Reporting Persons beneficially own, in the aggregate, 1,383,777 shares of Common Stock, representing approximately 8.64% of shares of Common Stock presently outstanding.  The percentage is based upon the 16,020,661 shares of Common Stock reported by the Issuer to be outstanding as of February 5, 2009 as disclosed in its Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 5, 2009 (the "Outstanding Shares").  Each of the Reporting Persons may be deemed to beneficially own shares of Common Stock as follows:
 
16

 
Name of Reporting Persons
Number of Shares
of Common Stock
Approximate Percentage
of Outstanding Shares
     
Charles N. Mills
1,146,816
7.2%
Charles Mills - S Trust No. 2 Dtd
2/15/1986, Alexander M. Liberman, Trustee
18,475
*
Alexander M. Liberman
24,225
*
Kristen Mills
19,250
*
Adam Mills Minors Trust Dtd
5/15/2008, Alexander M. Liberman, Trustee
5,750
*
James S. Mills
1,137,852
7.1%
Andrew GST Trust Dtd 4/3/2003
45,874
*
Andrew J. Mills
45,874
*
Medline Industries, Inc.
944,366
5.9%
 
______________________
*Less than 1%

(b)           Medline shares the power to vote and dispose of its 944,366 shares with each of Charles N. Mills and James S. Mills, its Chief Executive Officer and Co-Chairman of the Board, respectively.

                Mills Trust #2 shares the power to vote and dispose of its 18,475 shares with Alexander M. Liberman, its trustee.

                Adam Minors Trust shares the power to vote and dispose of its 5,750 shares with Alexander M. Liberman, its trustee.

                Andrew GST Trust shares the power to vote and dispose of its 45,874 shares with Andrew J. Mills and James S. Mills, its co-trustees.

(c)           Schedule A annexed hereto lists all of the transactions in the Company's Common Stock in the last 60 days by the Reporting Persons.

(d)           Not applicable.

(e)           Not applicable.

 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Each of the Reporting Persons has executed a Joint Filing Agreement, dated as of March 25, 2009 (the “Joint Filing Agreement”), in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, pursuant to which each of such persons granted a power of attorney in favor of Andrew J. Mills to execute on his, her or its behalf this Schedule 13D and all amendments hereto and such other documents in connection therewith, and to file the same with the SEC on his, her or its behalf.

17

None of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) among themselves or with any other person with respect to any shares of Common Stock of the Company, including but not limited to transfer or voting of any of the shares of Common Stock of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting or investment power over the shares of Common Stock of the Company.


Item 7.  Material to be Filed as Exhibits.

7.1           Joint Filing Agreement

18

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Dated: March 27, 2009
/s/ Charles N. Mills
 
 
Charles N. Mills
 
       
       
 
Charles Mills - S Trust No. 2 Dtd
 
 
2/15/1986, Alexander M. Liberman, Trustee
 
       
Dated: March 27, 2009
By:
/s/ Alexander M. Liberman
 
 
 
Name: Alexander M. Liberman
 
 
 
Title: Trustee
 
       
Dated: March 27, 2009
/s/ Alexander M. Liberman
 
 
Alexander M. Liberman
 
       
       
Dated: March 27, 2009
/s/ Kristen Mills
 
 
Kristen Mills
 
       
       
 
Adam Mills Minors Trust Dated 5/15/2008,
 
 
Alexander M. Liberman, Trustee
 
       
Dated: March 27, 2009
By:
/s/ Alexander M. Liberman
 
 
 
Name: Alexander M. Liberman
 
 
 
Title: Trustee
 
       
       
Dated: March 27, 2009
/s/ James S. Mills
 
 
James S. Mills
 
       
       
 
Andrew GST Trust Dtd 4/3/2003
 
       
Dated: March 27, 2009
By:
/s/ Andrew J. Mills
 
 
 
Name: Andrew J. Mills
 
 
 
Title: Co-Trustee
 
       
Dated: March 27, 2009
/s/ Andrew J. Mills
 
 
Andrew J. Mills
 
       
 
Medline Industries, Inc.
 
       
Dated: March 27, 2009
By:
/s/ Charles N. Mills
 
 
 
Name: Charles N. Mills
 
 
 
Title: Chief Executive Officer
 

 
19



EXHIBIT INDEX

Exhibit No.
Document
   
7.1.
Joint Filing Agreement pursuant to Rule 13d-1(k), including Power of Attorney granted to Andrew J. Mills to sign Schedule 13D and all amendments thereto and to file the same with the Securities and Exchange Commission, and other documents in connection therewith, on behalf of Charles N. Mills, Charles Mills - S Trust No. 2 Dtd 2/15/1986, Alexander M. Liberman, Trustee, Alexander M. Liberman, Kristen Mills, Andrew Mills Minors Trust Dtd 5/15/2008, Alexander M. Liberman, Trustee, James S. Mills, Andrew GST Trust Dtd 4/3/2003, Andrew J. Mills and Medline Industries, Inc.

 

 

EX-7.1 2 v144210_ex7-1.htm Unassociated Document
JOINT FILING AGREEMENT

JOINT FILING AGREEMENT, dated as of March 27, 2009 by and between the persons listed on the signature pages hereto.

WHEREAS, each of the parties hereto beneficially owns shares of common stock, par value $0.001 (the "Shares"), of Medical Action Industries, Inc., a Delaware corporation ("MDCI"); and

WHEREAS, the parties hereto constitute a “group” with respect to the beneficial ownership of the Shares for purposes of Rule 13d-1 and Schedule 13D promulgated by the Securities and Exchange Commission (the “SEC”).

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.           The parties hereto shall prepare a statement containing the information required by Schedule 13D with respect to their respective interests in the Shares (the “Schedule 13D”) and any necessary amendments thereto.  Each party hereto shall be responsible for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning any other party contained therein, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

2.           Alexander M. Liberman shall be designated as the person authorized to receive notices and communications with respect to the Schedule 13D and any amendments thereto.

3.           Each of the undersigned hereby constitutes and appoints Andrew J. Mills his, her or its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign the Schedule 13D and any and all amendments thereto, and other documents in connection therewith, to be filed with the SEC, granting unto said attorney-in-fact and agent all power and authority to do and perform each and every act requisite and necessary to be done, as fully to all intents and purposes as he or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

4.           This Agreement may be executed in counterparts, each of which taken together shall constitute one and the same document.
 

 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.


 
/s/ Charles N. Mills
 
 
Charles N. Mills
 
       
 
Charles Mills – S Trust No. 2 Dtd
 
 
2/15/1986, Alexander M. Liberman, Trustee
 
       
 
By:
/s/ Alexander M. Liberman
 
 
 
Name: Alexander M. Liberman
 
 
 
Title: Trustee
 
       
 
/s/ Alexander M. Liberman
 
 
Alexander M. Liberman
 
       
       
 
/s/ Kristen Mills
 
 
Kristen Mills
 
       
       
 
Adam Mills Minors Trust Dated 5/15/2008,
 
 
 
Alexander M. Liberman, Trustee
 
       
 
By:
/s/ Alexander M. Liberman
 
 
 
Name: Alexander M. Liberman
 
 
 
Title: Trustee
 
       
       
 
/s/ James S. Mills
 
 
James S. Mills
 
       
 
Andrew GST Trust Dtd 4/3/2003
 
       
 
By:
/s/ Andrew J. Mills
 
 
 
Name: Andrew J. Mills
 
 
 
Title: Co-Trustee
 
       
 
/s/ Andrew J. Mills
 
 
Andrew J. Mills
 
       
 
Medline Industries, Inc.
 
       
 
By:
/s/ Charles N. Mills
 
 
 
Name: Charles N. Mills
 
 
 
Title: Chief Executive Officer
 
 
2

APPENDIX A

Executive Officers and Directors of Medline Industries, Inc.

Names and Titles of Medline
Executive Officers and Directors
Principal Occupation of Employment
and Business of Principal Employer
Business or Residence
Address; Citizenship
     
Charles N. Mills
Chief Executive Officer
One Medline Place, Mundelein, Illinois 60060; United States
Andrew J. Mills
President
One Medline Place, Mundelein, Illinois 60060; United States
James D. Abrams
Chief Operating Officer and Secretary
One Medline Place, Mundelein, Illinois 60060; United States
William K. Abington
President of Operations
One Medline Place, Mundelein, Illinois 60060; United States
James S. Mills
Co-Chairman of the Board
One Medline Place, Mundelein, Illinois 60060; United States
Jonathan M. Mills
Co-Chairman of the Board
One Medline Place, Mundelein, Illinois 60060; United States




SCHEDULE A

Purchases and Sales of Shares Effected by the Reporting Persons
and Other Executive Officers and/or Directors of
Medline Industries, Inc. Within the Last 60 Days


Purchases (Sales) of Shares effected by Charles Mills - S Trust No. 2 Dtd 2/15/1986, Alexander M. Liberman, Trustee, in the last 60 days:

Date
Number of Shares
Purchased (Sold)
Price Per Share($)
Aggregate
Price($)(1)
1/30/09
7,125
8.8165
62,817.563

(1)  Excludes commissions and other execution-related costs.


Purchases (Sales) of Shares effected by James S. Mills in the last 60 days:

Date
Number of Shares
Purchased (Sold)
Price Per Share($)
Aggregate
Price($)(1)
2/10/09
9,122
7.92
72,246.24
2/11/09
10,878
7.74
84,195.72
2/18/09
7,612
6.99
53,207.88

(1)  Excludes commissions and other execution-related costs.


Purchases (Sales) of Shares effected by Medline Industries, Inc. in the last 60 days:

Date
Number of Shares
Purchased (Sold)
Price Per Share($)
Aggregate
Price($)(1)
       
3/2/09
7,500
6.44
   48,300.00
3/3/09
8,680
6.32
   54,857.60
3/4/09
3,000
6.19
   18,570.00
3/5/09
4,500
6.15
   27,675.00
3/6/09
6,500
5.93
   38,545.00
3/9/09
400
5.67
    2,268.00
3/9/09
2,386
5.61
   13,385.46
3/9/09
27,700
5.77
  159,829.00
3/10/09
6,000
6.02
   36,120.00
3/10/09
5,100
6.08
   31,008.00
3/11/09
8,100
6.03
   48,843.00
3/11/09
30,000
5.94
  178,200.00
3/12/09
37,000
6.13
  226,810.00
3/13/09
179,000
6.56
1,174,240.00
3/23/09
575,000
6.04
3,473,000.00

(1)  Excludes commissions and other execution-related costs.

All purchases listed on this Schedule A were made in the open market.
 

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