SC 13G

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

0000950123-07-014913.txt : 20071106 0000950123-07-014913.hdr.sgml : 20071106 20071106090323 ACCESSION NUMBER: 0000950123-07-014913 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071106 DATE AS OF CHANGE: 20071106 GROUP MEMBERS: MARK H. RACHESKY, M.D. GROUP MEMBERS: MHR ADVISORS LLC GROUP MEMBERS: MHR CAPITAL PARTNERS MASTER ACCOUNT LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Paramount Acquisition Corp CENTRAL INDEX KEY: 0001330487 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 202938469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81092 FILM NUMBER: 071216059 BUSINESS ADDRESS: STREET 1: 787 7TH AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-554-4300 MAIL ADDRESS: STREET 1: 787 7TH AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MHR FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001277742 IRS NUMBER: 133902251 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-728-5977 MAIL ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: SEEMORE ADVISORS LLC DATE OF NAME CHANGE: 20040128 SC 13G 1 y41936asc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2

(Amendment No ___)*

Chem Rx Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

69917T103

(CUSIP Number)

November 1, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

*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 the 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 (“Exchange 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).


SCHEDULE 13G
CUSIP No.	69917T103	Page	2	of	12


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MHR CAPITAL PARTNERS MASTER ACCOUNT LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Not applicable
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Anguilla, British West Indies

		5	SOLE VOTING POWER

NUMBER OF			1,054,635

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,054,635

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,054,635

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	7.3%

12	TYPE OF REPORTING PERSON*

	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


SCHEDULE 13G
CUSIP No.	69917T103	Page	3	of	12


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* Not applicable
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			1,200,000

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,200,000

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,200,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	8.2%

12	TYPE OF REPORTING PERSON*

	OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


SCHEDULE 13G
CUSIP No.	69917T103	Page	4	of	12


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MHR FUND MANAGEMENT LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Not applicable
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			1,200,000

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,200,000

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,200,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	8.2%

12	TYPE OF REPORTING PERSON*

	OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


SCHEDULE 13G
CUSIP No.	69917T103	Page	5	of	12


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* Not applicable
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		5	SOLE VOTING POWER

NUMBER OF			1,200,000

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,200,000

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,200,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	8.2%

12	TYPE OF REPORTING PERSON*

	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

TABLE OF CONTENTS


	Item 1(a). Name of Issuer:
	Item 1(b). Address of Issuer’s Principal Executive Offices:
	Item 2(a). Name of Person Filing
	Item 2(b) Address of Principal Business Office, or if none, Residence
	Item 2(c) Citizenship
	Item 2(d) Title of Class of Securities
	Item 2(e) CUSIP Number:
	Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), Check Whether the Person Filing is a:
	Item 4. Ownership
	Item 4(a) Amount Beneficially Owned:
	Item 4(b) Percentage of Class
	Item 4(c) Number of shares as to which such person has
	Item 5 Ownership of Five Percent or Less of a Class:
	Item 6. Ownership of More than Five Percent on Behalf of Another Person:
	Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
	Item 8 Identification and Classification of Members of the Group:
	Item 9 Notice of Dissolution of Group:
SIGNATURE
EXHIBIT INDEX
EX-99.1: JOINT FILING AGREEMENT


Item 1(a).		Name of Issuer:

Chem Rx Corporation (the “Issuer”)


Item 1(b).		Address of Issuer’s Principal Executive Offices:

787 7th Avenue, 48th Floor
New York, NY 10019


Item 2(a).		Name of Person Filing:

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

	1.		MHR Capital Partners Master Account LP (“Master Account”);

	2.		MHR Advisors LLC (“Advisors”)

	3.		MHR Fund Management LLC (“Fund Management”); and

Mark H. Rachesky, M.D. (“Dr. Rachesky”).

This statement relates to securities held for the accounts of each of Master Account, a limited partnership organized in Anguilla, British West Indies and MHR Capital Partners (100) LP (“Capital Partners (100)”), a Delaware limited partnership. Advisors is the general partner of each of Master Account and Capital Partners (100), and, in such capacity, may be deemed to beneficially own the shares of common stock of the Issuer, par value $0.0001 per share (“Common Stock”) held for the accounts of each of Master Account and Capital Partners (100). Fund Management is a Delaware limited liability company that is an affiliate of and has an investment management agreement with Master Account and Capital Partners (100), and other affiliated entities, pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities reported herein and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of each of Master Account and Capital Partners (100). Dr. Rachesky is the managing member of Advisors, and, in such capacity, may be deemed to beneficially own the securities held for the accounts of each of Master Account and Capital Partners (100).


Item 2(b).		Address of Principal Business Office, or if none, Residence:

The address of the principal business office of each of Advisors, Fund Management and Dr. Rachesky is 40 West 57th Street, 24th Floor, New York, New York, 10019.


Item 2(c).		Citizenship:

	1.		Master Account is an Anguilla, British West Indies limited partnership.

	2.		Advisors is a Delaware limited liability company.

	3.		Fund Management is a Delaware limited liability company.

	4.		Dr. Rachesky is a United States citizen.


Item 2(d).		Title of Class of Securities:

Common Stock


Item 2(e).		CUSIP Number: 69917T103


Item 3.		If this Statement is Filed Pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), Check Whether the Person Filing is a:


(c)	o	Insurance company as defined in section 3(a)(19) of the Exchange Act.

(d)	o	Investment company registered under section 8 of the Investment Company Act.

(e)	o	An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E); (1)

(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;

(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


Item 4.		Ownership.


Item 4(a)		Amount Beneficially Owned:

As of the date hereof:

	1.		Master Account may be deemed to be the beneficial owner of 1,054,635 shares of Common Stock held for its own account.

	2.		Capital Partners (100) may be deemed to be the beneficial owner of 145,365 shares of Common Stock held for its own account.

	3.		Advisors may be deemed to be the beneficial owner of 1,200,000 shares of Common Stock. This number consists of (A) 1,054,635 shares of Common Stock held for the account of Master Account and (B) 145,365 shares of Common Stock held for the account of Capital Partners (100).

	4.		Fund Management may be deemed to be the beneficial owner of 1,200,000 shares of Common Stock. This number consists of (A) 1,054,635 shares of Common Stock held for the account of Master Account and (B) 145,365 shares of Common Stock held for the account of Capital Partners (100).

	5.		Dr. Rachesky may be deemed to be the beneficial owner of 1,200,000 shares of Common Stock. This number consists of (A) 1,054,635 shares of Common Stock held for the account of Master Account and (B) 145,365 shares of Common Stock held for the account of Capital Partners (100).


Item 4(b)		Percentage of Class:

The percentages set forth below are calculated based on information contained in the Issuer’s Form 8-K, dated November 1, 2007, which disclosed that there were 13,762,915 shares of Common Stock outstanding as of October 31, 2007.

	1.		Master Account may be deemed to be the beneficial owner of approximately 7.3% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

	2.		Capital Partners (100) may be deemed to be the beneficial owner of approximately 1.0% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

	3.		Advisors may be deemed to be the beneficial owner of approximately 8.2% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

	4.		Fund Management may be deemed to be the beneficial owner of approximately 8.2% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

	5.		Dr. Rachesky may be deemed to be the beneficial owner of approximately 8.2% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.


Item 4(c)		Number of shares as to which such person has:

Master Account

	(i)		Sole power to vote or to direct the vote: 1,054,635

	(ii)		Shared power to vote or to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of: 1,054,635

	(iv)		Shared power to dispose or to direct the disposition of: 0

Capital Partners (100)

	(i)		Sole power to vote or to direct the vote: 145,365

	(ii)		Shared power to vote or to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of: 145,365

	(iv)		Shared power to dispose or to direct the disposition of: 0

Advisors

	(i)		Sole power to vote or to direct the vote: 1,200,000

	(ii)		Shared power to vote or to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of: 1,200,000

	(iv)		Shared power to dispose or to direct the disposition of: 0

Fund Management

	(i)		Sole power to vote or to direct the vote: 1,200,000

	(ii)		Shared power to vote or to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of: 1,200,000

	(iv)		Shared power to dispose or to direct the disposition of: 0

Dr. Rachesky

	(i)		Sole power to vote or to direct the vote: 1,200,000

	(ii)		Shared power to vote or to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of: 1,200,000

	(iv)		Shared power to dispose or to direct the disposition of: 0


Item 5.		Ownership of Five Percent or Less of a Class: This Item 5 is not applicable.


Item 6.		Ownership of More than Five Percent on Behalf of Another Person: The partners of each of Master Account and Capital Partners (100), including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the accounts of each of Master Account and Capital Partners (100) in accordance with their respective ownership interests in Master Account and Capital Partners (100).


Item 7.		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable.


Item 8.		Identification and Classification of Members of the Group: This Item 8 is not applicable.


Item 9.		Notice of Dissolution of Group: This Item 9 is not applicable.

SIGNATURE

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.

November 5, 2007


MHR CAPITAL PARTNERS MASTER ACCOUNT 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

MHR FUND MANAGEMENT LLC
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President

MARK H. RACHESKY, M.D.
By:	/s/ Hal Goldstein, Attorney in Fact

EXHIBIT INDEX

Joint Filing Agreement, dated as of November 5, 2007, by and among Master Account, Advisors, Fund Management and Dr. Rachesky.

EX-99.1 2 y41936aexv99w1.htm EX-99.1: JOINT FILING AGREEMENT EX-99.1

EXHIBIT 1
JOINT FILING AGREEMENT

The undersigned hereby agree that this Initial Statement on Schedule 13G with respect to the shares of Common Stock of Chem Rx Corporation, dated as of November 5, 2007, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Date: November 5, 2007


MHR CAPITAL PARTNERS MASTER ACCOUNT LP by: MHR Advisors LLC, is 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

MHR FUND MANAGEMENT LLC
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President

MARK H. RACHESKY, M.D.
By:	/s/ Hal Goldstein, Attorney in Fact

Broker or dealer registered under section 15 of the Exchange Act.

Bank as defined in section 3(a)(6) of the Exchange Act.