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