0000950135-05-001401.txt : 20120626 0000950135-05-001401.hdr.sgml : 20120626 20050314172758 ACCESSION NUMBER: 0000950135-05-001401 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050314 DATE AS OF CHANGE: 20050314 GROUP MEMBERS: MICHAEL GUSKY GROUP MEMBERS: ROBIN GUSKY GROUP MEMBERS: VIAURA HOLDINGS, LTD. GROUP MEMBERS: VIAURA, INC. 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: 05679390 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: GRH Holdings, L.L.C. CENTRAL INDEX KEY: 0001302788 IRS NUMBER: 800095013 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6701 NOB HILL ROAD CITY: TAMARAC STATE: FL ZIP: 33321 BUSINESS PHONE: 954-718-3200 MAIL ADDRESS: STREET 1: 6701 NOB HILL ROAD CITY: TAMARAC STATE: FL ZIP: 33321 SC 13D/A 1 b54051grsc13dza.htm NATIONSHEALTH, INC. SC 13D/A NATIONSHEALTH, INC.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

NATIONSHEALTH, INC.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

63860C100
(CUSIP Number)

GRH Holdings, L.L.C.
6701 Nob Hill Road
Tamarac, Florida 33321

with a copy to:

Charles E. Muller II, Esq.
Muller & Lebensburger
7385 Galloway Road, Suite 200
Miami, FL 33173
Tel. (305) 670-6770
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 28, 2005
(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).

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CUSIP No.
  1. Name of Reporting Person:
GRH Holdings, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
IRS No. 80-0095013
  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):
Not applicable
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Florida
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
5,124,022 shares
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
5,124,022 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,124,022 shares
  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):
19.58%
  14.Type of Reporting Person (See Instructions):
OO

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CUSIP No.
  1. Name of Reporting Person:
Viaura Holdings, Ltd.		 I.R.S. Identification Nos. of above persons (entities only):
  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):
Not applicable
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Florida
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
5,124,022 shares
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
5,124,022 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,124,022 shares
  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):
19.58%
  14.Type of Reporting Person (See Instructions):
OO

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CUSIP No.
  1. Name of Reporting Person:
Viaura, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
  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):
Not applicable
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Florida
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
5,124,022 shares
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
5,124,022 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,124,022 shares
  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):
19.58%
  14.Type of Reporting Person (See Instructions):
CO

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CUSIP No.
  1. Name of Reporting Person:
Michael Gusky		 I.R.S. Identification Nos. of above persons (entities only):
  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):
Not applicable
  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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
5,124,022 shares
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
5,124,022 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,124,022 shares
  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):
19.58%
  14.Type of Reporting Person (See Instructions):
IN

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CUSIP No.
  1. Name of Reporting Person:
Robin Gusky		 I.R.S. Identification Nos. of above persons (entities only):
  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):
Not applicable
  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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
5,124,022 shares
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
5,124,022 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,124,022 shares
  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):
19.58%
  14.Type of Reporting Person (See Instructions):
IN

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Item 4. Purpose of Transaction.
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 7. Materials to be Filed as Exhibits.
SIGNATURE
Exhibit Index
STOCK TRANSFER LETTER DATED AS OF 2/28/2005

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               THIS SCHEDULE 13D/A is filed by GRH Holdings, L.L.C. (“GRH”), Viaura Holdings, Ltd. (“Viaura Holdings”), Viaura, Inc. (“Viaura”), Michael Gusky, and Robin Gusky (collectively, the “Reporting Persons”). This filing shall serve to further amend the Schedule 13D filed by the Reporting Person on September 10, 2004 and amended on January 11, 2005.

Item 4. Purpose of Transaction.

     Item 4 is hereby amended by adding the following information at the conclusion of the Section:

     The Private Placement Transaction

          On February 28, 2005, GRH transferred 488,411 shares (the “Transferred Shares”) of the Corporation’s common stock to United States Pharmaceutical Group, L.L.C., an indirect wholly owned subsidiary of the Corporation (“USPG”) pursuant to that certain stock transfer letter dated as of February 28, 2005, by and between GRH and USPG (the “Stock Transfer Letter”).

          The Transferred Shares were subsequently transferred by USPG to MHR Capital Partners LP and OTQ LLC (together, the “Investors”) pursuant to that certain Investment Unit Purchase Agreement dated as of February 28, 2005 (the “Investment Unit Purchase Agreement”), by and among the Investors, the Corporation, NationsHealth Holdings, L.L.C., a wholly-owned subsidiary of the Corporation (“NH LLC”) and USPG (and together with the Corporation and NH LLC, the “Issuers”), pursuant to which the Issuers sold to the Investors, and the Investors purchased from the Issuers, investment units consisting in the aggregate of (x) $15,000,000 in principal amount of 7 3/4% Convertible Secured Notes and (y) 1,785,714 shares of common stock of the Corporation (the “Investor Shares”). The Transferred Shares are among the Investor Shares transferred to the Investors pursuant to the Investment Unit Purchase Agreement.

          RGGPLS Holding, Inc. (“RGGPLS”) exercises shared voting power over the Transferred Shares pursuant to that certain Stockholders Agreement dated as of February 28, 2005, by and among the Corporation, RGGPLS, GRH and the Investors (the “MHR Stockholders Agreement”). The MHR Stockholders Agreement is filed as an exhibit hereto and is incorporated by reference.

Item 5. Interest in Securities of the Issuer.

     Item 5 is hereby amended and restated in its entirety to read as follows:

     (a) and (b). GRH is the owner, with shared dispositive and voting power, of 5,124,022 shares of Common Stock, which represents 19.58% of the shares of Common Stock outstanding as of February 28, 2005.

     Viaura Holdings is currently the beneficial owner, with shared dispositive and voting power, of 5,124,022 shares of Common Stock, which represents 19.58% of the shares of Common Stock outstanding as of February 28, 2005.

     Viaura is currently the beneficial owner, with shared dispositive and voting power, of 5,124,022 shares of Common Stock, which represents 19.58% of the shares of Common Stock outstanding as of February 28, 2005.

 

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     Michael Gusky and Robin Gusky, husband and wife, are currently the beneficial owners, with shared dispositive and voting power, of 5,124,022 shares of Common Stock, which represents 19.58% of the shares of Common Stock outstanding as of February 28, 2005.

     The calculation of the foregoing percentages is based on the fact that there are 26,174,800 shares of Common Stock issued and outstanding as of February 28, 2005.

     Other than as set forth above, no shares of Common Stock are owned by any of the Reporting Persons.

     (c) The Corporation has informed GRH that the Stock Transfer Letter and the Investment Unit Purchase Agreement became effective on February 28, 2005 as described in item 4 above, which descriptions are incorporated herein by reference.

     (d) None.

     (e) Not applicable.

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

Item 6 is hereby amended by adding the following information to the conclusion of the Section:

     The Corporation has informed GRH that the Stock Transfer Letter, the Investment Unit Purchase Agreement and the MHR Stockholders Agreement became effective on February 28, 2005 as described in item 4 above, which descriptions are incorporated herein by reference.

     Except as set forth herein, none of the Reporting Persons has any entered into any contracts, arrangements, understandings or relationships required to be described in Item 6 of Schedule 13D.

Item 7. Materials to be Filed as Exhibits.

     The Exhibit Index is incorporated herein by reference.

 

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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 14, 2005

                 
    GRH HOLDINGS, L.L.C.
 
                
    By:   Viaura Holdings, Ltd. Its managing member
 
                
        By:   Viaura, Inc., its general partner
 
                
          By:   /s/ Michael Gusky
               
              Name: Michael Gusky
Title: President
 
                
    VIAURA HOLDINGS, LTD.
 
                
    By:   Viaura, Inc., its general partner
 
                
          By:   /s/ Michael Gusky
               
              Name: Michael Gusky
Title: President
 
                
    VIAURA, INC.
 
                
    By:   /s/ Michael Gusky
         
        Name: Michael Gusky
        Title: President
 
                
 
                
    /s/ Michael Gusky
     
    Michael Gusky
 
                
    /s/ Robin Gusky
     
    Robin Gusky

 

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Exhibit Index

     
Exhibit No.   Description
1
  Stock Transfer Letter, dated as of February 28, 2005, by and between GRH and USPG.
 
    
2
  Investment Unit Purchase Agreement, dated as of February 28, 2005, by and among the Issuers and the Investors (incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed March 4, 2005).
 
    
3
  Stockholders Agreement, dated as of February 28, 2005, by and among the Corporation, RGGPLS Holding, Inc. (“RGGPLS”), GRH and the Investors (incorporated by reference to Exhibit 10.5 to the Corporation’s Current Report on Form 8-K filed March 4, 2005).
 
    
4
  Registration Rights Agreement, dated as of February 28, 2005, by and among the Corporation and the Investors (incorporated by reference to Exhibit 10.4 to the Corporation’s Current Report on Form 8-K filed March 4, 2005).
 
    
5
  Senior Subordination Agreement, dated as of February 28, 2005, by and among the Investors and RGGPLS (incorporated by reference to Exhibit 10.2 to the Corporation’s Current Report on Form 8-K filed March 4, 2005).
 
    
6
  Joint Filing Agreement, executed in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended (incorporated by reference to Exhibit 1 to GRH’s Schedule 13D filed September 10, 2004).

 

EX-99.1 2 b54051grexv99w1.htm STOCK TRANSFER LETTER DATED AS OF 2/28/2005 STOCK TRANSFER LETTER DATED AS OF 2/28/2005
 

Exhibit 1

STOCK TRANSFER

February 28, 2005

TO:  United States Pharmaceutical Group, L.L.C.
          13650 N.W. 8th Street, Suite 109
          Sunrise, FL 33325
          Attn: Timothy Fairbanks, Chief Financial Officer

Dear Mr. Fairbanks:

     On behalf of GRH Holdings, L.L.C.. (“GRH”), we hereby acknowledge receipt of notice from United States Pharmaceutical Group, L.L.C. (the “Company”) that:

     1. The Company is entering into that certain Investment Unit Purchase Agreement (the “Unit Purchase Agreement”) by and among, NationsHealth, Inc. (“NH Inc.”), NationsHealth Holdings, L.L.C., a wholly-owned subsidiary of NH Inc. (“NH LLC”), the Company, a wholly -owned subsidiary of NH LLC (the Company together with NH Inc. and NH LLC, the “Issuers”), and MHR Capital Partners LP and OTQ LLC (the “Investors”), pursuant to which the Issuers will sell to the Investors, and the Investors will purchase from the Issuers, investment units consisting in the aggregate of (x) $15,000,000 in principal amount of 7 3/4% Convertible Secured Notes and (y) 1,785,714 shares of common stock of NH Inc. (the “Shares”).

     2. Concurrently herewith, certain other stockholders of NH Inc. are entering into separate Stock Transfer Agreements with USPG pursuant to which they are transferring an aggregate of 1,297,303 shares of Common Stock held by them to USPG to be included as part of the Shares being sold to the Investors under the Unit Purchase Agreement.

     Now, therefore, in consideration of $10.00 and the mutual agreements set forth herein, and for other good and valuable consideration paid to GRH by the Company, the receipt and sufficiency of which are hereby acknowledged, GRH hereby transfers 488,411 of its shares of common stock of NH Inc. to the Company for inclusion as part of the Shares being sold to the Investors under the Unit Purchase Agreement pursuant to the terms thereof. To effectuate such transfer, we are hereby surrendering NH Inc.’s common stock certificate No. MAC39 standing in the name of GRH Holdings, L.L.C., together with the executed stock power attached hereto as Exhibit A, to transfer a total of 488,411 shares (the “Transferred Shares”) of common stock of NH Inc. to the Company provided that NH Inc. issues a stock certificate representing the remaining 409,958 shares of NH’s common stock to GRH or its designee.

     Each of the Company and NH, Inc., by counter-signing this letter, hereby undertakes to (i) indemnify GRH and the owners of interests in GRH against any losses and expenses incurred by GRH or such owners in the event of an assertion by a third party that the surrender and transfer of the Transferred Shares by GRH or such owners as contemplated hereunder (a) violates any provision of a federal, state or foreign securities law or (b) results in any adverse tax consequences to GRH or such owners, (ii) cause the Company’s counsel to prepare, at the Company’s expense, any SEC filings required to be made by GRH or such owners as a consequence of the transfer of the Transferred Shares and (iii) reimburse GRH’s expenses, including reasonable attorneys’ fees, in connection with the transfer, up to a maximum of $5,000.

     Each of the parties hereto represents and warrants that the execution and delivery of this letter agreement and the consummation of the matters contemplated hereby have been authorized by all necessary action on its part and that the letter agreement constitutes a legal, valid and binding obligation

 

 

of such party, enforceable against it in accordance with its terms (except as such enforceability may be limited by the Securities and Exchange Commission or a court of competent jurisdiction).

     GRH further represents and warrant to the Company that it is the sole beneficial owner of the Transferred Shares, and has good and valid title to the Transferred Shares, free of any liens, encumbrances, claims or restrictions, other than the Stockholders Agreement, dated March 9, 2004, between the Company, GRH and the other stockholders of the Company specified therein.

     This letter agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York, applicable to contracts made and to be performed entirely within the State of New York.
         
  Very truly yours,

GRH HOLDINGS, L.L.C.

By: Viaura Holdings, Ltd.

By: Viaura, Inc.
 		  
  By:   /s/ Michael H. Gusky    
    Name:   Michael H. Gusky   
    Title:   President   
 

ACKNOWLEDGED AND AGREED BY:

US PHARMACEUTICAL GROUP, L.L.C.

By:  /s/ Glenn M. Parker                    
Name: Glenn M. Parker, M.D.
Title: Chief Executive Officer

NATIONSHEALTH, INC.

By:  /s/ Glenn M. Parker                    
Name: Glenn M. Parker, M.D.
Title: Chief Executive Officer

 

 

IRREVOCABLE STOCK POWER

     FOR VALUE RECEIVED, the undersigned hereby assigns and transfers unto                                         488,411 of the shares (the “Shares”) of Common Stock, par value $.0001 per share, of NationsHealth, Inc., a Delaware corporation (the “Corporation”), represented by Certificate No. MAC39 standing in the name of GRH Holdings, L.L.C. on the books of said Corporation, and does hereby irrevocably constitute and appoint                                          as attorney-in-fact to so transfer the Shares in the books of the Corporation with full power of substitution in the premises.

Dated: February 28, 2005
         
  GRH HOLDINGS, L.L.C.

By: Viaura Holdings, Ltd.

By: Viaura, Inc.
 		  
  By:   /s/ Michael H. Gusky    
    Name:   Michael H. Gusky   
    Title:   President