In filings Monday with the Securities and Exchange Commission, the owners said taking the company private will allow it to focus on its business, which has been battered by allegations that its system of using independent distributors is unstable.

Details of the buyout offer being made to Usana stockholders were released Monday in the filings by Usana and Unity Acquisition Corp., which recently was formed in Utah to acquire Usana. Myron Wentz, Usana chairman and CEO who owns or controls about 56 percent of the company's stock, also controls Unity Acquisition Corp.

Wentz, family members and other stockholders who collectively own about 68 percent of Usana's stock, are offering $26 per share to holders of the rest of the stock.

To finance the purchase, Unity Acquisition has secured up to $215 million from Ableco Finance LLC of New York. According to its Web site, Ableco Finance invests in transactions of $5 million to $400 million in leveraged buyouts and industry consolidations, bridge loans, recapitalizations, refinancing, debt restructurings, acquisitions and Chapter 11 bankruptcy reorganizations.

Ableco did not return calls seeking comment.

Under terms of the five-year loan agreement, a privately held Usana would pay interest of at least 14 percent per year. The loans are secured by all existing and future assets of Usana, as well as a pledge of stock in the company.

In the SEC filings, the companies said taking Usana private will allow it to eliminate "public distractions," which include a March 2007 report on the company from Barry Minkow, who founded the Fraud Discovery Institute after serving prison time for securities fraud.

The report claimed Usana's multilevel marketing plan was unstable, with the constant need to replenish sales associates who almost never earn as much money as the company suggests they can by recruiting other salespeople and taking a portion of their earnings. It also claimed the company's products were overpriced and not of greater quality as claimed when compared to other products.

A stockholder lawsuit with some of the same allegations is pending in U.S. District Court for Utah.

Minkow says Usana is being dishonest in not disclosing that very few of its distributors make substantial money from their sales and the commissions they get from recruiting others.

"They pay 72.2 percent of their commission to their top 2 percent," he said.

Dan Macuga, Usana vice president for public relations, said Minkow's numbers included about 80,000 people who are only interested in buying the company's products and not in earning commissions.

"He's not comparing apples to apples," said Macuga.

Usana's stock closed up 40 cents on Monday at $25.85 on the Nasdaq exchange.

tharvey@sltrib.com

* Founded Usana Health Sciences in 1992

* Became a citizen of St. Kitts and Nevis, a Caribbean tax haven, after renouncing his U.S. citizenship

* Controls Unity Acquisition Corp., newly formed in Utah to buy out Usana stockholders

* Unity is a wholly owned subsidiary of Gull-United Holding Corp. of Delaware

* Gull-United is controlled by Gull Holdings Ltd., another Wentz entity that is incorporated in the Isle of Man

* Gull Holdings is controlled by Wentz's Liechtenstein Foundation