-----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, I0RQXUAX1Q77IePVdGBOWHoiExVxSIHLS03qzMTHZmpd3JgBOJsB+bZ5bSwcJEkg 65dtw8aU28rj074UczC1kA== 0001013594-05-000460.txt : 20051028 0001013594-05-000460.hdr.sgml : 20051028 20051028113112 ACCESSION NUMBER: 0001013594-05-000460 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051028 DATE AS OF CHANGE: 20051028 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79247 FILM NUMBER: 051161963 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: Troob Capital Management LLC CENTRAL INDEX KEY: 0001317574 IRS NUMBER: 421532035 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 777 WESTCHESTER AVENUE, SUITE 203 CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: (914) 694-5777 MAIL ADDRESS: STREET 1: 777 WESTCHESTER AVENUE, SUITE 203 CITY: WHITE PLAINS STATE: NY ZIP: 10604 SC 13G 1 nations13g-102805.txt OCTOBER 28, 2005 UNITED STATES 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 13d-2(b) (AMENDMENT NO.___ )* NationsHealth, Inc. ------------------- (Name of Issuer) Common Stock, par value $.0001 ------------------------------ (Title of Class of Securities) 63860C100 --------- (CUSIP Number) October 7, 2005 --------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] 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 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). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TCM Spectrum Fund LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 180,405 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 180,405 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,405 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TCM Spectrum Fund (QP) LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 201,376 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 201,376 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 201,376 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.8% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TCM Spectrum Fund (Offshore) Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,071,042 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,071,042 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,042 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.9% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TCM Select Opportunities Master Fund Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 141,316 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 141,316 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 141,316 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TCM Select Opportunities Fund (Offshore) Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 141,316 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 141,316 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 141,316 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Troob Capital Management LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 381,781 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 381,781 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 381,781 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.4% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Troob Capital Management (Offshore) LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,212,358 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,212,358 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,212,358 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.4% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Douglas M. Troob 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,594,139 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,594,139 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,594,139 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8% 12. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Peter J. Troob 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,594,139 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,594,139 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,594,139 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8% 12. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). NAME OF ISSUER: NationsHealth, Inc. ("Issuer") ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 13650 N.W. 8th Street, Suite 109 Sunrise, Florida 33325 ITEM 2(a). NAME OF PERSON FILING: The names of the persons filing this statement on Schedule 13G are: TCM Spectrum Fund LP ("Domestic Fund"), TCM Spectrum Fund (QP) LP ("QP Fund"), TCM Spectrum Fund (Offshore) Ltd. ("Offshore Fund"), TCM Select Opportunities Fund (Offshore) Ltd. ("Select Offshore Fund"), TCM Select Opportunities Master Fund Ltd. ("Select Master Fund"), Troob Capital Management LLC ("Management LLC"), Troob Capital Management (Offshore) LLC ("Offshore Management LLC"), Douglas M. Troob and Peter J. Troob. The Domestic Fund, QP Fund, Offshore Fund, Select Offshore Fund, Select Master Fund, Management LLC, Offshore Management LLC, Douglas Troob and Peter Troob shall be collectively referred to herein as the "Reporting Persons." Management LLC is the managing general partner of each of Domestic Fund and QP Fund. Offshore Management LLC is the investment manager of each of the Offshore Fund and the Select Master Fund. Douglas Troob and Peter Troob are the managing members of each of Management LLC and Offshore Management LLC. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The principal business address for each of the Domestic Fund, QP Fund, Management LLC, Offshore Management LLC, Douglas Troob and Peter Troob is 777 Westchester Avenue, Suite 203, White Plains, New York 10604. The principal business address of each of the Offshore Fund, Select Offshore Fund and Master Fund is Bank of Butterfield International (Cayman) Ltd., Butterfield House, 68 Fort Street, George Town, Grand Cayman, Cayman Islands. ITEM 2(c). CITIZENSHIP: Each of the Domestic Fund and QP Fund is a Delaware limited partnership. Each of the Offshore Fund, Select Offshore Fund and Select Master Fund is a Cayman Islands exempted company. Each of Management LLC and Offshore Management LLC is a Delaware limited liability company. Each of Douglas Troob and Peter Troob is a citizen of the United States. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $.0001 per share (the "Common Stock") ITEM 2(e). CUSIP NUMBER: 63860C100 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [x] ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: The Domestic Fund beneficially owns 180,405 shares of Common Stock consisting of: (i) 47,900 shares of Common Stock, and (ii) warrants exercisable for 132,505 shares of Common Stock. The QP Fund beneficially owns 201,376 shares of Common Stock consisting of: (i) 54,501 shares of Common Stock, and (ii) warrants exercisable for 146,875 shares of Common Stock. The Offshore Fund beneficially owns 1,071,042 shares of Common Stock consisting of: (i) 287,085 shares of Common Stock, and (ii) warrants exercisable for 783,957 shares of Common Stock. The Select Offshore Fund beneficially owns 141,316 shares of Common Stock consisting of (i) 37,800 shares of Common Stock, and (ii) warrants exercisable for 103,516 shares of Common Stock. The Select Master Fund beneficially owns 141,316 shares of Common Stock consisting of: (i) 37,800 shares of Common Stock, and (ii) warrants exercisable for 103,516 shares of Common Stock. Management LLC is deemed to beneficially own the shares of Common Stock beneficially owned by the Domestic Fund and the QP Fund. Offshore Management LLC is deemed to beneficially own the shares of Common Stock beneficially owned by the Offshore Fund, the Select Offshore Fund and the Select Master Fund. Douglas Troob and Peter Troob are deemed to beneficially own the shares of Common Stock beneficially owned by Management LLC and Offshore Management LLC. Collectively, the Reporting Persons beneficially own 1,594,139 shares of Common Stock. (b) Percent of Class: The Domestic Fund's beneficial ownership of 180,405 shares of Common Stock representing 0.7% of all the outstanding shares of Common Stock. The QP Fund's beneficial ownership of 201,376 shares of Common Stock representing 0.8% of all the outstanding shares of Common Stock. The Offshore Fund's beneficial ownership of 1,071,042 shares of Common Stock representing 3.9% of all the outstanding shares of Common Stock. The Select Offshore Fund's beneficial ownership (through the Select Master Fund) of 141,316 shares of Common Stock representing 0.5% of all outstanding shares of Common Stock. The Select Master Fund's beneficial ownership of 141,316 shares of Common Stock representing 0.5% of all the outstanding shares of Common Stock. Management LLC's beneficial ownership of 381,781 shares of Common Stock representing 1.4% of all the outstanding shares of Common Stock. Offshore Management LLC's beneficial ownership of 1,212,358 shares of Common Stock representing 4.4% of all the outstanding shares of Common Stock. Each of Douglas Troob's and Peter Troob's beneficial ownership of 1,594,139 shares of Common Stock representing 5.8% of the outstanding shares of Common Stock. Collectively, the Reporting Persons' beneficial ownership of 1,594,139 shares of Common Stock representing 5.8% of the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Not applicable. (ii) Shared power to vote or to direct the vote of shares of Common Stock: The Domestic Fund, Management LLC, Douglas Troob and Peter Troob have the shared power to vote or direct the vote of 180,405 shares of Common Stock owned by the Domestic Fund. The QP Fund, Management LLC, Douglas Troob and Peter Troob have the shared power to vote or direct the vote of 201,376 shares of Common Stock beneficially owned by the QP Fund. The Offshore Fund, Offshore Management LLC, Douglas Troob and Peter Troob have the shared power to vote or direct the vote of 1,071,042 shares of Common Stock beneficially owned by the Offshore Fund. The Select Master Fund, Offshore Management LLC, Select Offshore Fund, Douglas Troob and Peter Troob have the shared power to vote or direct the vote of 141,316 shares of Common Stock owned by the Select Master Fund. (iii) Sole power to dispose or to direct the disposition of shares of Common Stock: Not applicable. (iv) Shared power to dispose or to direct the disposition of shares of Common Stock: The Domestic Fund, Management LLC, Douglas Troob and Peter Troob have the shared power to dispose or to direct the disposition of the 180,405 shares of Common Stock owned by the Domestic Fund. The QP Fund, Management LLC, Douglas Troob and Peter Troob have the shared power to dispose or to direct the disposition of the 201,376 shares of Common Stock owned by the QP Fund. The Offshore Fund, Offshore Management LLC, Douglas Troob and Peter Troob have the shared power to dispose or to direct the disposition of the 1,071,042 shares of Common Stock owned by the Offshore Fund. The Select Master Fund, Offshore Management LLC, Select Offshore Fund, Douglas Troob and Peter Troob have the shared power to dispose or to direct the disposition of the 141,316 shares of Common Stock owned by the Master Fund. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See Exhibit B attached hereto. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: October 27, 2005 TCM SPECTRUM FUND LP By: Troob Capital Management LLC As General Partner By: /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob, Managing Member TCM SPECTRUM FUND (QP) LP By: Troob Capital Management LLC As General Partner By: /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob, Managing Member TCM SPECTRUM FUND (OFFSHORE) LTD. By: /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob, Director TCM SELECT OPPORTUNITIES FUND (OFFSHORE) LTD. By: /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob, Director TCM SELECT OPPORTUNITIES MASTER FUND LTD. By: /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob, Director TROOB CAPITAL MANAGEMENT LLC By: /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob, Managing Member TROOB CAPITAL MANAGEMENT (OFFSHORE) LLC By: /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob, Managing Member /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob /s/ Peter J. Troob ------------------------------------- Peter J. Troob EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of NationsHealth, Inc. dated as of October 27, 2005 is, and any further amendments thereto 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, as amended. Dated: October 27, 2005 TCM SPECTRUM FUND LP By: Troob Capital Management LLC As General Partner By: /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob, Managing Member TCM SPECTRUM FUND (QP) LP By: Troob Capital Management LLC As General Partner By: /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob, Managing Member TCM SPECTRUM FUND (OFFSHORE) LTD. By: /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob, Director TCM SELECT OPPORTUNITIES FUND (OFFSHORE) LTD. By: /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob, Director TCM SELECT OPPORTUNITIES MASTER FUND LTD. By: /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob, Director TROOB CAPITAL MANAGEMENT LLC By: /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob, Managing Member TROOB CAPITAL MANAGEMENT (OFFSHORE) LLC By: /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob, Managing Member /s/ Douglas M. Troob ------------------------------------- Douglas M. Troob /s/ Peter J. Troob ------------------------------------- Peter J. Troob EXHIBIT B IDENTIFICATION OF MEMBERS OF THE GROUP TCM Spectrum Fund LP TCM Spectrum Fund (QP) Fund LP TCM Spectrum Fund (Offshore)Ltd. TCM Select Opportunities Fund (Offshore) Ltd. TCM Select Opportunities Master Fund Ltd. Troob Capital Management LLC Troob Capital Management (Offshore) LLC Douglas M. Troob Peter J. Troob -----END PRIVACY-ENHANCED MESSAGE-----