WEIDER NUTRITION INTERNATIONAL INC, S-1, 1996-09-27

WEIDER NUTRITION INTERNATIONAL INC
S-1, 1996-09-27

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 1996

REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------

WEIDER NUTRITION INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 5149 87-0563574
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

------------------------

<TABLE>
<S> <C>
ROBERT K. REYNOLDS, EXECUTIVE VICE PRESIDENT,
CHIEF OPERATING OFFICER AND SECRETARY
WEIDER NUTRITION INTERNATIONAL, INC.
1960 SOUTH 4250 WEST 1960 SOUTH 4250 WEST
SALT LAKE CITY, UTAH 84104-4836 SALT LAKE CITY, UTAH 84104-4836
(801) 975-5000 (801) 975-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE (NAME, ADDRESS, INCLUDING ZIP CODE, AND
NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE,
PRINCIPAL EXECUTIVE OFFICES) OF AGENT FOR SERVICE)
</TABLE>

------------------------

COPIES TO:

<TABLE>
<S> <C>
ROGER H. KIMMEL LOUIS M. CASTRUCCIO
LATHAM & WATKINS IRELL & MANELLA LLP
885 THIRD AVENUE 1800 AVENUE OF THE STARS, SUITE 900
NEW YORK, NEW YORK 10022 LOS ANGELES, CALIFORNIA 90067-4276
(212) 906-1200 (310) 277-1010
</TABLE>

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the effective
registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

------------------------

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
============================================================================================================
MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
- ------------------------------------------------------------------------------------------------------------
Class A Common Stock, $.01 par
value............................. shares $ $103,500,000 $35,690
============================================================================================================
</TABLE>

(1) Includes shares that the U.S. Underwriters have the option to purchase to
cover over-allotments, if any.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act.

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED SEPTEMBER 27, 1996

Shares
[LOGO]

WEIDER NUTRITION INTERNATIONAL, INC.
Class A Common Stock
($.01 par value)

------------------

All of the shares of Class A Common Stock, par value $.01 (the "Class A Common
Stock"), of Weider Nutrition International, Inc. (the "Company") offered here-
by are being sold by the Company. Of the shares of Class A Common Stock
being offered, shares are initially being offered in the United
States and Canada (the "U.S. Shares") by the U.S. Underwriters (the "U.S.
Offering") and shares are initially being concurrently offered
outside the United States and Canada (the "International Shares") by the
Managers (the "International Offering" and, together with the U.S. Of-
fering, the "Offerings"). The offering price and underwriting dis-
counts and commissions of the U.S. Offering and the International
Offering are identical.

Prior to the Offerings, there has been no public market for the Class A Common
Stock. It is currently estimated that the initial public offering price
will be between $ and $ per share. For information relating
to the factors to be considered in determining the initial public
offering price of the Class A Common Stock, see "Underwriting."

Application has been made to list the Class A Common Stock on the New York
Stock Exchange under the symbol "WNI."

------------------

FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT IN THE CLASS A COMMON STOCK, SEE "RISK FACTORS"
BEGINNING ON PAGE 7.

------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR AD-
EQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public Commissions the Company(1)
-------------- -------------- --------------
<S> <C> <C> <C>
Per Share.................................... $ $ $
Total(2)..................................... $ $ $
</TABLE>

(1) Before deducting expenses payable by the Company estimated at $ .

(2) The Company has granted to the U.S. Underwriters and the Managers an option,
exercisable by CS First Boston Corporation for 30 days from the date of this
prospectus, to purchase a maximum of additional shares to cover
over-allotments of shares. If the option is exercised in full, the total
Price to Public will be $ , Underwriting Discounts and Commissions
will be $ , and Proceeds to the Company will be $ .

------------------

The U.S. Shares are offered by the several U.S. Underwriters when, as and
if issued by the Company, delivered to and accepted by the U.S. Underwriters and
subject to their right to reject orders in whole or in part. It is expected that
the U.S. Shares will be ready for delivery on or about , 1996, against
payment in immediately available funds.

CS First Boston
Salomon Brothers Inc
Hambrecht & Quist

The date of this Prospectus is , 1996
<PAGE> 3

[US OFFERING]

[ARTWORK]

IN CONNECTION WITH THE OFFERINGS, CS FIRST BOSTON CORPORATION ON BEHALF OF
THE U.S. UNDERWRITERS AND THE MANAGERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT A LEVEL
ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS
MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

DURING THE OFFERINGS, CERTAIN PERSONS AFFILIATED WITH PERSONS PARTICIPATING
IN THE DISTRIBUTION MAY ENGAGE IN TRANSACTIONS FOR THEIR OWN ACCOUNTS OR FOR THE
ACCOUNTS OF OTHERS IN THE COMMON STOCK OF THE COMPANY PURSUANT TO EXEMPTIONS
CONTAINED IN RULES 10b-6, 10b-7 AND 10b-8 UNDER THE SECURITIES EXCHANGE ACT OF
1934.

2
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and consolidated financial
statements, including the notes thereto, appearing elsewhere in this Prospectus.
Unless otherwise indicated, all information contained herein assumes no exercise
by the U.S. Underwriters' of their over-allotment option. Unless the context
otherwise requires, all references to the "Company" mean Weider Nutrition
International, Inc. and its subsidiaries and all references to "Weider" or the
"Parent" mean Weider Health and Fitness, the principal stockholder of the
Company. All references to numbers of shares of Common Stock reflect a
__-for-one stock split to be effected through an exchange of all outstanding
common stock of Weider Nutrition Group, Inc. ("Weider Nutrition") for common
stock of the Company.

THE COMPANY

The Company is a leading manufacturer of branded and private label
nutritional supplements and is a leading marketer of multiple brands of
nutritional supplements through multiple distribution channels. The Company
manufactures a broad range of capsules and tablets, powdered drink mixes,
bottled beverages and nutrition bars and markets branded products in four
principal categories: sports nutrition; vitamins, minerals and herbs; diet; and
healthy snacks. The Company markets its branded products through each key
distribution channel and is one of the leading marketers of nutritional
supplement products to the mass volume retail channel, one of the most
significant and growing distribution channels in the nutritional supplement
industry. Consistent with management's multi-channel strategy, sales of the
Company's products in fiscal 1996 were balanced among mass volume retailers,
health food stores and a combination of other channels, including health clubs
and gyms, international markets and private label manufacturing. Industry
sources estimate the principal domestic markets in which the Company's products
compete totalled approximately $4.6 billion in 1994 and grew at a compound
annual growth rate of approximately 12% from 1991 through 1994. Because of the
Company's broad portfolio of leading brands, multiple distribution channels and
state-of-the art manufacturing capabilities, the Company believes that it is
uniquely positioned to capitalize on the anticipated growth in the nutritional
supplement industry.

The Company's products are currently sold in over 38,000 retail outlets in
all 50 states. The Company's customers in the mass volume retail channel
include: mass merchandisers -- Wal-Mart, Target and Kmart; drug
stores -- Walgreens, CVS, American Drug and Thrifty/Payless; warehouse
clubs -- Price Costco and Sam's Club; and supermarkets -- Albertson's, Giant and
Ralphs. The Company services the health food market by distributing its products
to General Nutrition Center ("GNC") and the leading health food distributors
(such as Tree-of-Life, Stow Mills and Nature's Best). The Company also sells
through other distribution channels, including its network of exclusive
distributors to health clubs and gyms (such as Bally's Health and Fitness and
Gold's Gym), international markets, and private label manufacturing for other
nutritional supplement companies. The Company pursues a multi-channel
distribution strategy in order to participate in the growth being experienced in
each of these channels, thereby increasing its overall share of the nutritional
supplement market. The Company also distributes its products to all major
markets worldwide.

As part of its multi-brand, multi-channel strategy, the Company has created
a portfolio of recognized brands designed for specific distribution channels.
The Company manufactures and markets over 1,340 products and has over 1,750
SKUs. The positioning of the Company's brand names is supported by significant
advertising and marketing expenditures as well as the Company's historic
association with the Weider name.

3
<PAGE> 5

As a result, the Company believes that it has many of the leading brands in the
nutritional supplement industry. The following table identifies the Company's 12
leading brands and illustrates the Company's multi-brand, multi-channel
strategy:

BRAND PRIMARY CHANNEL PRIMARY CATEGORY
- ----- --------------- ----------------
<S> <C> <C>
Great American Mass volume retailers Vitamins and diet
Nutrition(TM)
Joe Weider Signature(TM) Mass volume retailers Sports nutrition and diet
Prime Time(TM) Mass volume retailers Vitamins and diet
Tiger's Milk(TM) Mass volume retailers Healthy snacks
Fi-Bar(TM) Mass volume retailers Healthy snacks
Schiff(TM) Health food stores Vitamins and diet
Metaform(TM) Health food stores Sports nutrition and diet
Victory(TM) Health food stores Sports nutrition
Mega Mass(TM) Health food stores Sports nutrition
Excel(TM) Health food stores Vitamins and diet
American Body Building(TM) Health clubs and gyms Sports nutrition and diet
Steel Bar(TM) Health clubs and gyms Sports nutrition
</TABLE>

To support its multi-brand, multi-channel strategy, the Company will
continue to invest in research and development and state-of-the-art
manufacturing and distribution facilities. The Company's research and
development group has successfully developed new brands targeted to specific
consumers, such as Great American Nutrition and Metaform, and new products, such
as Schiff 's Melatonin and Whole Food Phytonutrients. In addition, the Company
manufactures over 80% of its branded products and is building additional
state-of-the-art facilities that it believes will more than double current
capacity. The Company expects its additional facilities to be operational in
mid-1997. The Company believes its research and development commitment and
integrated manufacturing capabilities will continue to provide a significant
advantage in capturing an increasing share of the growing nutritional supplement
market.

The Company intends to broaden its leadership position in the nutritional
supplement industry by combining internal growth with strategic acquisitions.
Specifically, the Company's strategy is to: (i) leverage its portfolio of
established brands to increase its share of the nutritional supplement market;
(ii) develop new brands and product line extensions through its commitment to
research and development; (iii) continue the growth of its balanced distribution
network; (iv) further penetrate international markets; and (v) supplement
internal growth through strategic acquisitions of related businesses and product
lines. The Company believes that its multiple distribution channels, broad
portfolio of leading brands and state-of-the-art manufacturing and distribution
capabilities position it to be the long-term competitive leader in the
nutritional supplement industry.

The Company has its principal executive offices at 1960 South 4250 West,
Salt Lake City, Utah 84104-4836, and its telephone number is (801) 975-5000. The
Company was incorporated under the laws of the State of Delaware in 1996.

4
<PAGE> 6

THE OFFERINGS

<TABLE>
<S> <C>
Class A Common Stock Offered(1):
U.S. Offering.............................. shares
International Offering..................... shares
Total................................... shares
Common Stock Outstanding:
Before the Offerings (at August 31,
1996)................................... shares of Class A Common Stock and
shares of Class B Common Stock
After the Offerings(1)..................... shares of Class A Common Stock and
shares of Class B Common Stock
Dividends.................................... Upon completion of the Offerings, the Company
intends to commence paying quarterly cash
dividends on its Class A Common Stock and its
Class B Common Stock (together, the "Common
Stock") at an initial annual rate of
$ per share. See "Dividend Policy."
Use of Proceeds.............................. The Company intends to apply the net proceeds
as follows: (i) approximately $64.5 million is
expected to be used to repay outstanding
indebtedness under the Existing Credit
Agreement (as defined herein) and a note
payable to the Parent incurred primarily in
connection with taxes paid by the Parent on
behalf of the Company and certain acquisitions
made by the Company; (ii) $18.0 million is
expected to be paid at the closing of the
Offerings in connection with a one-time
dividend to the holder of the Class B Common
Stock; and (iii) the remainder, if any, will
be used for working capital and general
corporate purposes, including strategic
acquisitions. Pending such uses, net proceeds
received by the Company will be invested by
the Company in short-term interest bearing
instruments. See "Use of Proceeds."
Voting Rights................................ Except as otherwise required by law, the Class
A Common Stock and Class B Common Stock vote
as a single class on all matters, with each
share of Class A Common Stock entitling its
holder to one vote and each share of Class B
Common Stock entitling its holder to ten
votes. All of the shares of Class B Common
Stock are owned by the Parent. Immediately
after consummation of the Offerings, the
Parent will beneficially own shares of Class B
Common Stock representing approximately %
of the combined voting power of the
outstanding shares of Common Stock
(approximately % if the Underwriters'
over-allotment options are exercised in full).
New York Stock Exchange Symbol............... "WNI."
</TABLE>

- ---------------
(1) Does not include up to shares of Class A Common Stock subject to the
over-allotment option granted by the Company to the U.S. Underwriters.

5
<PAGE> 7

SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
MAY 31, AUGUST 31, 1996
--------------------------- ------------------------
1994 1995 1996 ACTUAL AS ADJUSTED(3)
------- ------- ------- ------- --------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents.......................... $ 2 $ 2,272 $ 1,592 $ 841 $ 841
Working capital.................................... 14,082 25,043 47,505 55,009 55,009
Total assets....................................... 39,548 70,048 133,147 132,104 132,104
Total debt(4)...................................... 7,410 28,616 68,054 70,843 6,343
Total stockholders' equity(5)...................... 22,946 28,100 39,332 41,099 105,599
</TABLE>

- ---------------
(1) Gives effect to the -for-one exchange of the outstanding capital stock
of Weider Nutrition for Common Stock but does not give effect to the
Offerings.

(2) Earnings before interest expense, income taxes, depreciation and
amortization and excluding certain extraordinary or nonrecurring events
("EBITDA") is presented because it is a widely accepted financial indicator
used by certain investors and analysts to analyze and compare companies on
the basis of operating performance. EBITDA is not intended to represent cash
flows for the period, nor has it been presented as an alternative to
operating income as an indicator of operating performance and should not be
considered in isolation or as a substitute for measures of performance
prepared in accordance with generally accepted accounting principles.

(3) The Company's presentation of unaudited as adjusted balance sheet data at
August 31, 1996 gives effect to the Offerings and the application of the net
proceeds therefrom. See "Use of Proceeds."

(4) Total debt represents long-term debt (including current portion of long-term
debt) and short-term debt.

(5) Total stockholders' equity at August 31, 1996, as adjusted, does not give
effect to certain one-time compensation expenses estimated at $20 to $40
million associated with conversion of performance units granted to certain
senior executive officers under the Company's Management Incentive
Agreements (as defined herein) upon consummation of the Offerings. See
"Management -- Management Incentive Agreements."

6
<PAGE> 8

RISK FACTORS

Prospective investors should carefully consider all of the information
contained in this Prospectus before deciding whether to purchase the Class A
Common Stock offered hereby and, in particular, the following factors.
Information contained in this Prospectus contains "forward-looking statements"
which can be identified by the use of forward-looking terminology such as
"believes," "expects," "may," "will," "should" or "anticipates" or the negative
thereof or other variations thereon or comparable terminology or by discussions
of strategy. No assurance can be given that the future results covered by the
forward-looking statements will be achieved. The following matters constitute
cautionary statements identifying important factors with respect to such
forward-looking statements, including certain risks and uncertainties, that
could cause actual results to vary materially from the future results covered in
such forward-looking statements. Other factors could also cause actual results
to vary materially from the future results covered in such forward-looking
statements.

DEPENDENCE ON SIGNIFICANT CUSTOMERS

The Company's largest customers, GNC and Wal-Mart, accounted for
approximately 16% and 10%, respectively, of net sales in fiscal 1996, compared
to approximately 26% and 5%, respectively, of net sales in fiscal 1995. The
dollar amount of the Company's sales in fiscal 1996 to GNC and Wal-Mart grew by
30% and 317%, respectively, over the previous year. The Company has 26 other
major customers, each of which produced sales of between 0.5% and 5% of the
Company's net sales in fiscal 1996 and, collectively, accounted for 58% of net
sales in fiscal 1996. The loss of GNC or Wal-Mart as a customer, the loss of a
significant number of other major customers, or a significant reduction in
purchase volume by or financial difficulty of such customers, for any reason,
could have a material adverse effect on the Company's results of operations or
financial condition. See "Business -- Sales and Distribution."

PRODUCT LIABILITY

The Company, like any other retailer, distributor and manufacturer of
products that are designed to be ingested, faces an inherent risk of exposure to
product liability claims in the event that the use of its products results in
injury. With respect to product liability claims, the Company has $1.0 million
per occurrence and $1.0 million in aggregate liability insurance subject to a
self-insurance retention of $25,000. In addition, if such claims should exceed
$1.0 million, the Company has excess umbrella liability insurance of up to $25.0
million which it plans to increase to $90.0 million prior to the Offerings.
However, there can be no assurance that such insurance will continue to be
available at a reasonable cost, or, if available, will be adequate to cover
liabilities. The Company generally does not obtain contractual indemnification
from parties supplying raw materials or marketing its products and, in any
event, any such indemnification is limited by its terms and, as a practical
matter, to the creditworthiness of the indemnifying party. In the event that the
Company does not have adequate insurance or contractual indemnification, product
liabilities relating to defective products could have a material adverse effect
on the Company.

The Company and its subsidiary, Schiff Products, Inc. ("Schiff Products"),
together with other distributors, manufacturers and retailers of L-Tryptophan,
are defendants in actions in federal and state courts seeking compensatory and,
in some cases, punitive damages for alleged personal injuries resulting from the
ingestion of products containing allegedly contaminated L-Tryptophan. The
Company acquired Schiff Products pursuant to an asset acquisition transaction in
1989. Schiff Products was a distributor of L-Tryptophan, but neither the Company
nor Schiff Products ever distributed products that are the subject of the
lawsuits. In each lawsuit, the L-Tryptophan products were shipped by the entity
from whom the Company purchased the trademark Schiff and other assets in 1989.
The Company and Schiff Products entered into an indemnification agreement (the
"Indemnification Agreement") with Showa Denko America ("SDA"), a U.S. subsidiary
of a Japanese corporation, Showa Denko, K.K. ("SDK"). SDA appears to have been
the supplier of all the allegedly contaminated L-Tryptophan. Under the
Indemnification Agreement, SDA agreed to assume the defense of all claims
arising out of the ingestion of L-Tryptophan products, pay all legal fees and
indemnify the Company and its affiliates against liability in any action if it
is determined that a proximate cause of the injury sustained by the plaintiff in
the action was a constituent of the raw material sold by SDA to Schiff Products,
or was a factor for which SDA or any of its affiliates was responsible, except
to the extent that

7
<PAGE> 9

action by the Company or Schiff Products proximately contributed to the injury,
and except for certain claims relating to punitive damages. SDK has posted a
revolving irrevocable letter of credit for the benefit of the indemnified group
if SDA is unable or unwilling to satisfy any claims or judgments. SDK has
unconditionally guaranteed the payment obligations of SDA under the
Indemnification Agreement. Although the Company believes that the prospect of a
material adverse effect on the Company's results of operations or financial
condition arising from these lawsuits is remote and no provision in the
Company's financial statements has been made for any loss that may result from
these actions, no assurance can be given that such lawsuits would not have a
material adverse effect on the results of operations or financial condition of
the Company.

The Company is presently engaged in various other legal actions, and,
although ultimate liability for such other actions cannot be determined at the
present time, the Company currently believes that the amount of any such
liability from such other actions and the lawsuits described in the preceding
paragraphs, after taking into consideration the Company's insurance coverage,
will not have a material adverse effect on its results of operations or
financial condition.

GOVERNMENT REGULATION

The manufacturing, packaging, labeling, advertising, distribution and sale
of the Company's products are subject to regulation by one or more governmental
agencies, the most active of which is the Food and Drug Administration (the
"FDA"), which regulates the Company's products under the Federal Food, Drug, and
Cosmetic Act (the "FDCA") and regulations promulgated thereunder. The Company's
products are also subject to regulation by the Federal Trade Commission (the
"FTC"), the Consumer Product Safety Commission (the "CPSC"), the United States
Department of Agriculture (the "USDA") and the Environmental Protection Agency
(the "EPA"). The Company's activities are also regulated by various agencies of
the states, localities and foreign countries to which the Company distributes
its products and in which the Company's products are sold. The FDCA has been
amended several times with respect to dietary supplements, most recently by the
Nutrition Labeling and Education Act of 1990 (the "NLEA") and the Dietary
Supplement Health and Education Act of 1994 (the "DSHEA"). The Company's
products are generally classified and regulated as dietary supplements under the
FDCA, as amended, and are therefore not subject to premarket approval by the
FDA. However, these products are subject to extensive labeling regulation by the
FDA and can be removed from the market if shown to be unsafe. Moreover, if the
FDA determines, on the basis of labeling claims by the Company, that the
"intended use" of any of the Company's products is for the diagnosis, cure,
mitigation, treatment or prevention of disease, it can regulate those products
as drugs and require premarket clearance for safety and effectiveness. In
addition, if the FDA determines that the requirements of DSHEA for making claims
that a dietary supplement affects the "structure or function" of the body have
not been met, such non-complying claims could result in the regulation of such
products as drugs. See "Business -- Regulation."

The Company's advertising of its dietary supplement products is subject to
regulation by the FTC under the Federal Trade Commission Act, which prohibits
unfair or deceptive trade practices, including false or misleading advertising.
The FTC in recent years has brought a number of actions challenging claims by
companies (other than the Company) for weight loss and "fat burning" dietary
supplement products and plans. The Company is a party to a Consent Order (the
"Order") with the FTC, which was signed by the Parent in 1985. Pursuant to the
Order, the Company is prohibited from making certain advertising claims relating
to the muscle building capabilities of Anabolic Mega Paks and Dynamic Life
Essence. In connection with the Company's other food products, the Company is
similarly prohibited from making these claims unless the Company is able to
substantiate such claims. In 1986, the Parent was required to pay a maximum
amount of $400,000 pursuant to the Order as reimbursements to purchasers of
Anabolic Mega Paks and Dynamic Life Essence. To the extent such reimbursements
amounted to less than $400,000, the Parent was required pursuant to the Order to
pay the remainder to a designated research center for the study of the
relationship between nutrition and muscular development. All amounts required to
be paid by the Parent pursuant to the Order have been paid. In September 1991,
the FTC informed the Company that the FTC had reviewed the several compliance
reports which had been filed from March 1986 through and including June 20, 1991
and no action was planned at such time. Although the Company has received
occasional inquiries from the FTC since

8
<PAGE> 10

September 1991 regarding compliance matters, the FTC has not taken any formal
action regarding the Company's compliance with the Order.

The Company manufactures certain products pursuant to contracts with
customers who distribute the products under their own or other trademarks. Such
private label customers are subject to governmental regulations in connection
with their purchase, marketing, distribution and sale of such products, and the
Company is subject to such regulations in connection with the manufacture of
such products and its delivery of services to such customers. However, the
Company's private label customers are independent companies, and their labeling,
marketing and distribution of such products is beyond the Company's control. The
failure of these customers to comply with applicable laws or regulations could
have a material adverse effect on the Company.

Governmental regulations in foreign countries where the Company plans to
commence or expand sales may prevent or delay entry into the market or prevent
or delay the introduction, or require the reformulation, of certain of the
Company's products. Compliance with such foreign governmental regulations is
generally controlled by the Company's distributors for those countries. These
distributors are independent contractors over whom the Company has limited
control.

The Company may be subject to additional laws or regulations administered
by the FDA or other federal, state or foreign regulatory authorities, the repeal
of laws or regulations which the Company considers favorable, such as the DSHEA,
or more stringent interpretations of current laws or regulations, from time to
time in the future. The Company is unable to predict the nature of such future
laws, regulations, interpretations or applications, nor can it predict what
effect additional governmental regulations or administrative orders, when and if
promulgated, would have on its business in the future. They could, however,
require the reformulation of certain products to meet new standards, the recall
or discontinuance of certain products not able to be reformulated, imposition of
additional recordkeeping requirements, expanded documentation of the properties
of certain products, expanded or different labeling and scientific
substantiation. Any or all of such requirements could have a material adverse
effect on the Company's results of operations and financial condition.

RECENT GOVERNMENT ACTION AND ADVERSE PUBLICITY REGARDING PRODUCTS CONTAINING
EPHEDRINE

Several of the Company's products have included a Chinese herb known as Ma
Huang, a natural source of the stimulant ephedrine. Products containing Ma Huang
accounted for approximately 3.3% of the Company's total net sales in fiscal 1996
and all of such products now come in Ma Huang-free alternatives. On September 1,
1996, the Company decided to discontinue the manufacturing and marketing of
products containing Ma Huang which will be effective December 1, 1996. Ephedrine
and Ma Huang have been the subject of recent adverse publicity in the United
States. On April 10, 1996, the FDA issued a statement warning consumers not to
purchase or ingest dietary supplements containing natural sources of ephedrine
that are claimed to produce such effects as euphoria, heightened awareness,
increased sexual sensations or increased energy, because these products pose
significant adverse health risks, including dizziness, headache,
gastrointestinal distress, irregular heartbeat, heart palpitations, heart
attack, strokes, seizures, psychosis and death. On August 27 and 28, 1996, the
FDA convened a meeting of its Food Advisory Committee to discuss adverse
reaction reports and other issues concerning dietary supplements containing
ephedrine. Some members of the Advisory Committee concluded that no safe level
of ephedrine in dietary supplements could be identified; others concluded that
such products could be deemed safe if dosage levels of ephedrine were severely
restricted and strict warning labels required. The FDA is expected to determine
its position on these products by the end of 1996, and may well seek to ban the
sale of ephedrine-containing dietary supplements or strictly limit dosage
levels. Sales of such products have also been prohibited in certain localities.
In addition, some states have regulated or are considering regulating
ephedrine-containing products as controlled substances or prohibiting the sale
of such products by persons other than licensed pharmacists. Notwithstanding the
Company's decision to discontinue the manufacturing and marketing of products
containing Ma Huang, there can be no assurance that the Company will not be
subject to product liability actions with respect to its products that contained
Ma Huang. See "Business -- Regulation."

9
<PAGE> 11

EFFECT OF UNFAVORABLE PUBLICITY

The Company believes the nutritional supplement market is affected by
national media attention in medical journals, magazines, newspapers and
television programs regarding the consumption of nutritional supplements. There
can be no assurance that future scientific research or publicity will not be
unfavorable to the nutritional supplement market or any particular product, or
inconsistent with earlier favorable research or publicity. Future reports of
research that are perceived as less favorable or that question such earlier
research could have a material adverse effect on the Company. Because of the
Company's dependence upon consumer perceptions, adverse publicity associated
with illness or other adverse effects resulting from the consumption of the
Company's products or any similar products distributed by other companies could
have a material adverse impact on the Company. Such adverse publicity could
arise even if the adverse effects associated with such products resulted from
consumers' failure to consume such products as directed. In addition, the
Company may not be able to counter the effects of negative publicity concerning
the efficacy of its products.

ABSENCE OF CONCLUSIVE CLINICAL STUDIES

Although many of the ingredients in the Company's products are vitamins,
minerals, herbs and other substances for which there is a long history of human
consumption, some of the Company's products contain innovative ingredients such
as DHEA and melatonin. In addition, although the Company believes all of its
products to be safe when taken as directed by the Company, there is little
long-term experience with human consumption of certain of these innovative
product ingredients in concentrated form. Accordingly, no assurance can be given
that the Company's products, even when used as directed, will have the effects
intended. Although the Company tests the formulation and production of its
products to ensure that they are safe when consumed as directed, they have not
sponsored clinical studies on the long-term effect of human consumption. See
"-- Effect of Unfavorable Publicity," "-- Product Liability" and
"Business -- Product Development."

ACQUISITION RELATED RISKS

Part of the Company's business strategy is to acquire assets that will
complement its existing business. The Company has had preliminary discussions
with, or has evaluated the potential acquisition of, a number of companies,
although no such transaction is considered to be probable at this time. The
Company is unable to predict whether or when any prospective acquisition
candidates will become available or the likelihood of a material transaction
being completed should any negotiations commence. If the Company proceeds with
any such transaction, no assurance can be given that the Company can effectively
integrate the acquired operations with its own. The Company may also seek to
finance any such acquisition through debt financings or issuances of equity and
there can be no assurance that any such financing will be available on
acceptable terms or at all. See "Use of Proceeds," "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" and "Business -- Strategy."

RISKS ASSOCIATED WITH INTERNATIONAL MARKETS

The Company's continued growth is dependent in significant part upon its
ability to expand its operations into new markets, including international
markets. The Company may experience difficulty entering new international
markets due to greater regulatory barriers, the necessity of adapting to new
regulatory systems and problems related to entering new markets with different
cultural bases and political systems. Approximately 3% of the Company's net
sales for fiscal 1996 were generated outside the United States. Operating in
international markets exposes the Company to certain risks, including, among
other things: (i) changes in or interpretations of foreign regulations that may
limit the Company's ability to sell certain products or repatriate profits to
the United States; (ii) exposure to currency fluctuations; (iii) the potential
imposition of trade or foreign exchange restrictions or increased tariffs; and
(iv) political instability. As the Company continues to expand its international
operations, these and other risks associated with international operations are
likely to increase. See "Business -- Strategy" and "Business -- Regulation."

10
<PAGE> 12

DEPENDENCE ON NEW PRODUCTS

The Company believes its ability to grow in its existing markets is
partially dependent upon its ability to introduce new and innovative products
into such markets. Although the Company seeks to introduce additional products
each year in its existing markets, the success of new products is subject to a
number of conditions, including developing products that will appeal to
customers and obtaining necessary regulatory approvals. There can be no
assurance that the Company's efforts to develop innovative new products will be
successful, that customers will accept new products or that the Company will
obtain required regulatory approvals of such new products. In addition, no
assurance can be given that new products currently experiencing strong
popularity and rapid growth will maintain their sales over time. For example,
Schiff 's Melatonin, introduced in December 1995, had fiscal 1996 net sales of
approximately $18.9 million and accounted for 10% of the Company's net sales.
The Company expects that sales of melatonin will be substantially less in fiscal
1997. See "Business -- Strategy."

NO LONG-TERM CONTRACTS FOR SUPPLY OF RAW MATERIALS

The Company obtains from other sources all of its raw materials for the
manufacture of its products. The Company generally does not have contracts with
any entities or persons committing such suppliers to provide the materials
required for the production of its products. There can be no assurance that
suppliers will provide the raw materials needed by the Company in the quantities
requested or at a price the Company is willing to pay. In the last few years,
natural vitamin E, beta carotene and melatonin have had unusual price
fluctuations as a result of short supply or increases in demand. Because the
Company does not control the actual production of these raw materials, it is
also subject to delays caused by interruption in production of materials based
on conditions not wholly within its control. Such conditions include job actions
or strikes by employees of suppliers, weather, crop conditions, transportation
interruptions and natural disasters or other catastrophic events. The inability
of the Company to obtain adequate supplies of raw materials for its products at
favorable prices, or at all, as a result of any of the foregoing factors or
otherwise could have a material adverse effect on the Company. See
"Business -- Manufacturing and Product Quality."

INTELLECTUAL PROPERTY PROTECTION

At September 1, 1996, the Company had approximately 70 trademark
registrations and approximately 100 trademark applications pending with the
United States Patent and Trademark Office. The Company's policy is to pursue
registrations for all of the trademarks associated with its key products. The
Company protects its legal rights concerning its trademarks and is currently
enforcing several trademarks against infringement by litigation, both in the
United States and in foreign countries, including litigation pertaining to its
registered trademark Fat Burners(R). See "Business -- Legal Matters."

The Company relies on common law trademark rights to protect its
unregistered trademarks. Common law trademark rights do not provide the Company
with the same level of protection as afforded by a United States federal
registration of a trademark. In addition, common law trademark rights are
limited to the geographic area in which the trademark is actually used, while a
United States federal registration of a trademark enables the registrant to stop
the unauthorized use of the trademark by any third party anywhere in the United
States even if the registrant has never used the trademark in the geographic
area wherein the unauthorized use is being made (provided, however, that an
unauthorized third party user has not, prior to the registration date, perfected
its common law rights in the trademark in that geographic area). The Company
intends to register its trademarks in certain foreign jurisdictions where the
Company's products are sold. However, the protection available in such
jurisdictions may not be as extensive as the protection available to the Company
in the United States.

Currently, the Company has three patent applications submitted to the
United States Patent and Trademark Office. One such patent is currently under
review and two others have provisional applications on file, with full
applications expected to be filed before the end of 1996. To the extent the
Company does not have patents on its products, there can be no assurance that
another company will not replicate one or more of the Company's products. See
"Business -- Trademarks and Patents."

11
<PAGE> 13

POTENTIAL SALES AND EARNINGS VOLATILITY

The Company's sales and earnings continue to be subject to potential
volatility based upon, among other things: (i) the adverse effect of
distributors' or the Company's failure, and allegations of their failure, to
comply with applicable regulations, which have in the past and could again in
the future result in the removal of certain products from sale in certain
countries, either temporarily or permanently; (ii) the negative impact of
changes in or interpretations of regulations that may limit or restrict the sale
of certain of the Company's products, the expansion of its operations into new
markets and the introduction of its products into each such market; (iii) the
inability of the Company to introduce new products or the introduction of new
products by the Company's competitors; (iv) general conditions in the
nutritional supplement industry; and (v) consumer perceptions of the Company's
products and operations. In particular, because the Company's products are
ingested by consumers, the Company is highly dependent upon consumers'
perception of the safety and quality of its products. As a result, substantial
negative publicity concerning one or more of the Company's products or other
nutritional supplements similar to the Company's products could adversely affect
the Company's results of operations or financial condition. See "-- Effect of
Unfavorable Publicity."

The Company's business is, to some extent, seasonal, with lower sales
typically realized during the first and second fiscal quarters and higher sales
typically realized during the third and fourth fiscal quarters. The Company
believes such fluctuations in sales are the result of greater marketing and
promotional activities toward the end of each fiscal year, customer buying
patterns, and consumer spending patterns related primarily to consumers'
interest in achieving personal health and fitness goals after the beginning of
each new calendar year and before the summer fashion season. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Seasonality."

COMPETITION

The nutritional supplement industry is highly competitive. Numerous
companies compete with the Company in the development, manufacture and marketing
of nutritional supplements. In addition, large pharmaceutical companies and
packaged food and beverage companies compete with the Company on a limited basis
in the nutritional supplement market. Increased competition from such companies
could have a material adverse effect on the Company as they have greater
financial and other resources available to them and possess extensive
manufacturing, distribution and marketing capabilities far greater than those of
the Company. See "Business -- Competition."

DEPENDENCE ON KEY PERSONNEL

The Company believes that its continued success depends to a significant
extent on the management and other skills of Richard B. Bizzaro, the President
and Chief Executive Officer, and Robert K. Reynolds, the Chief Operating
Officer, Executive Vice President and Secretary, as well as its ability to
retain or attract other skilled personnel. The loss or unavailability of the
services of Mr. Bizzaro and Mr. Reynolds could have a material adverse effect on
the Company. See "Management."

NO PRIOR PUBLIC MARKET

Prior to the Offerings, there has been no public market for the Class A
Common Stock. The initial public offering price for the Class A Common Stock has
been determined by negotiations among the Company, the U.S. Underwriters and the
Managers based on factors described in this Prospectus under "Underwriting."

CONTROL BY PRINCIPAL STOCKHOLDER

After the Offerings, the Parent will own all of the outstanding shares of
Class B Common Stock representing % of the aggregate voting power of all
outstanding shares of Common Stock of the Company. In addition, pursuant to
certain shareholders agreements, Hornchurch Investments Limited ("Hornchurch"),
Bayonne Settlement and Mr. Ronald Corey have agreed to vote all of their shares
of Common Stock as directed by the Parent. As a result, the Parent will control
% of the aggregate voting power of all outstanding shares of Common Stock of
the Company and will be in a position to exercise control

12
<PAGE> 14

over the Company and to determine the outcome of all matters required to be
submitted to stockholders for approval (except as otherwise provided by law or
by the Company's amended and restated certificate of incorporation (the
"Certificate of Incorporation") or amended and restated bylaws (the "Bylaws"))
and otherwise to direct and control the operations of the Company. See
"Principal Stockholders" and "Certain Relationships and Related Party
Transactions."

ANTI-TAKEOVER CONSIDERATIONS

After consummation of the Offerings, the Parent will own approximately
% of the outstanding Common Stock ( % if the U.S. Underwriters'
over-allotment option is exercised in full). Accordingly, the Company will not
be able to engage in any strategic transactions without the approval of the
Parent. Even if the Parent's interest in the Company were reduced below such
level, the Company's Certificate of Incorporation and Bylaws contain certain
provisions that could make it more difficult for a third party to acquire, or
discourage a third party from attempting to acquire, control of the Company.
Such provisions could limit the price that certain investors might be willing to
pay in the future for shares of Common Stock. Certain of such provisions allow
the Company to issue preferred stock with rights senior to those of the Common
Stock and impose various procedural and other requirements which could make it
more difficult for stockholders to effect certain corporate actions. See
"Certain Relationships and Related Party Transactions" and "Description of
Capital Stock."

SHARES ELIGIBLE FOR FUTURE SALE

Future sales of substantial amounts of Class A Common Stock in the public
market could adversely affect market prices of the Class A Common Stock. Upon
the closing of the Offerings, there will be shares of Class A Common
Stock outstanding. The shares of Class A Common Stock sold in the
Offerings will be freely tradeable without restriction or further registration
under the Securities Act, unless held by an "affiliate" of the Company as that
term is defined in Rule 144 promulgated under the Securities Act ("Rule 144"),
which shares will be subject to the resale limitations of Rule 144. Of the
shares outstanding upon the closing of the Offerings, will be deemed
"restricted securities" under Rule 144 and may not be sold unless they are
registered under the Securities Act or unless an exemption from registration,
such as the exemption provided by Rule 144, is available. Of such restricted
securities, shares are currently eligible for sale under Rule 144,
subject to certain volume and manner of sale limitations.

No prediction can be made as to the effect, if any, that future sales, or
the availability of Class A Common Stock for future sales, will have on the
market price of the Class A Common Stock from time to time. Sales of substantial
amounts of Class A Common Stock by the Company or by stockholders who hold
restricted securities, or the perception that such sales may occur, could
adversely affect market prices for the Class A Common Stock. See "Shares
Eligible for Future Sale."

13
<PAGE> 15

USE OF PROCEEDS

The net proceeds to the Company from the Offerings are estimated to be
approximately $ million (assuming an initial public offering price of
$ per share, the midpoint of the range shown on the cover page of this
Prospectus, after deducting underwriting discounts and commissions and estimated
offering expenses) (or approximately $ million if the U.S. Underwriters'
over-allotment option is exercised in full). The Company intends to apply the
net proceeds of the Offerings as follows: (i) approximately $64.5 million is
expected to be used to repay all outstanding indebtedness under the Existing
Credit Agreement and to repay a note payable to the Parent incurred primarily in
connection with taxes payable by the Parent on behalf of the Company and certain
acquisitions made by the Company (the "Parent Note"); (ii) $18.0 million is
expected to be paid in connection with the one-time dividend to holders of
shares of the Class B Common Stock (the "Class B Dividend"); and (iii) the
remainder, if any, will be used for working capital and general corporate
purposes, including strategic acquisitions. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources," and "Certain Relationships and Related Party Transactions."
Pending application of the net proceeds of the Offerings as described above, the
Company intends to invest such proceeds in short-term interest bearing
instruments.

DIVIDEND POLICY

The Company intends to commence paying quarterly cash dividends at an
initial rate of $ per share. Upon completion of the Offerings, a
quarterly dividend of $ per share is anticipated to be declared to be
payable on March 15, 1997 to holders of all classes of Common Stock of record at
the close of business on March 1, 1997. The Company's Board of Directors will
determine dividend policy in the future based upon, among other things, the
Company's results of operations, financial condition, contractual restrictions
and other factors deemed relevant at the time. Accordingly, there can be no
assurance that the Company will be able to sustain the payment of dividends in
the future.

Subject to completion of the Offerings, the Company intends to pay to the
Parent (the sole holder of Class B Common Stock) a one-time dividend in the
amount of $18.0 million at the closing of the Offerings. The Class B Dividend is
not indicative of the Company's future dividend policy. See "Use of Proceeds"
and "Certain Relationships and Related Party Transactions -- Class B Dividend."

In the past, the Company paid dividends to the Parent for certain corporate
allocations. After the Offerings, the Company will no longer make payments to
the Parent for such corporate allocations.

14
<PAGE> 16

DILUTION

At August 31, 1996, the net tangible book value of the Company was $17.4
million or $ per share representing the $41.1 million net book value
less trademarks, goodwill, and other acquired intangibles of $23.7 million,
divided by shares of Common Stock outstanding. After giving effect to
the Offerings, the application of the estimated net proceeds therefrom as
described under "Use of Proceeds," the pro forma net tangible book value of the
Company at August 31, 1996 would have been $ or $ per share.
This represents an immediate increase in pro forma net tangible book value of
$ per share to existing stockholders and an immediate dilution in pro
forma net tangible book value of $ per share to purchasers of Class A
Common Stock in the Offerings, as illustrated in the following table:

<TABLE>
<CAPTION>
AUGUST
31,
1996
---------
<S> <C> <C>
Assumed initial offering price............................... $
Net tangible book value before the Offerings............... $
Increase attributable to new investors.....................
--------
Pro forma net tangible book value after the Offerings........
Dilution to new investors.................................... $
========
</TABLE>

The following table sets forth at August 31, 1996, the difference between
existing stockholders immediately prior to the Offerings and the purchasers of
shares in the Offerings with respect to the number of shares purchased from the
Company, the total consideration paid, and the average price per share paid. The
calculations in the following table with respect to shares of Class A Common
Stock to be purchased in the Offerings reflect an assumed initial public
offering price of $ (the midpoint of the range set forth on the cover
page of this Prospectus):

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
--------------------- ------------------- PER SHARE
NUMBER PERCENT AMOUNT PERCENT PRICE
--------- ------- ------- ------- ---------
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C>
Existing stockholders............. 1,195.2 % $ % $
New stockholders..................
---------- ----- ------- ----- -------
Total........................... % $ %
========== ===== ======= =====
</TABLE>

The calculations set forth above exclude an aggregate of shares
of Class A Common Stock reserved for issuance under the Stock Option Plan,
including shares of Class A Common Stock subject to outstanding
options granted at the initial public offering price, and shares of
Class A Common Stock issuable upon consummation of the Offerings to certain
senior executives of the Company pursuant to the Management Incentive
Agreements. See "Management -- Stock Option Plan" and "Management Incentive
Agreements."

15
<PAGE> 17

CAPITALIZATION

The following table sets forth the capitalization of the Company at August
31, 1996 and as adjusted to give effect to (i) the Exchange and (ii) the
Offerings (at an assumed initial public offering price of $ per share,
the midpoint of the range set forth on the cover page of this Prospectus) and
application of a portion of the proceeds therefrom to reduce certain
indebtedness of the Company and pay the Class B Dividend. See "Use of Proceeds,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" and the consolidated financial
statements and the notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AUGUST 31, 1996
------------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
<S> <C> <C>
Current portion of long-term debt............................. $ 5,631 $ 2,063
Payable to Parent............................................. 2,832 --
-------- --------
Total short-term obligations........................ $ 8,463 $ 2,063
======== ========
Long-term debt:
Existing Credit Agreement................................... $ 43,100 $ --
New Credit Agreement........................................ --
Parent Note................................................. 15,000 --
Notes payable............................................... 720 720
Mortgage loan............................................... 3,334 3,334
Other....................................................... 225 225
-------- --------
Total long-term debt................................ $ 62,379 $ 4,279
-------- --------
Stockholders' equity:
Preferred Stock, par value $.01 per share; shares
authorized -- 0 actual and 10,000,000 as adjusted; shares
outstanding -- 0 actual and 0 as adjusted................ -- --
Class A Common Stock, par value $.01 per share; shares
authorized -- 50,000 actual and 50,000,000 as adjusted;
shares outstanding -- 165.30 actual and shares
as adjusted(1)........................................... -- --
Class B Common Stock, par value $.01 per share; shares
authorized -- 50,000 actual and 25,000,000 shares as
adjusted; shares outstanding -- 1,029.87 actual and as
adjusted................................................. 1 1
Additional paid-in-capital.................................. 4,480 86,908
Retained earnings........................................... 36,618 18,618
-------- --------
Total stockholders' equity(2)............................ 41,099 105,599
-------- --------
Total capitalization................................ $103,478 $109,878
======== ========
</TABLE>

- ---------------
(1) Excludes an aggregate of shares of Class A Common Stock reserved
for issuance under the Stock Option Plan, including shares of Class
A Common Stock subject to outstanding options granted at the initial public
offering price, and shares of Class A Common Stock issuable upon
consummation of the Offerings to certain senior executives of the Company
pursuant to the Management Incentive Agreements. See "Management -- Stock
Option Plan" and "Management Incentive Agreements."

(2) Total stockholders' equity at August 31, 1996, as adjusted, does not give
effect to certain one-time compensation expenses estimated at $20 to $40
million associated with conversion of performance units granted to certain
senior executive officers under the Company's Management Incentive
Agreements (as defined herein) upon consummation of the Offerings. See
"Management -- Management Incentive Agreements."

16
<PAGE> 18

THE COMPANY

The Company's business began as the nutritional products division of the
Parent, Weider Health and Fitness, the principal stockholder of the Company,
which was formed by Joe and Ben Weider in 1939. The nutritional products
division, along with the Parent's publications and exercise equipment divisions,
established the Weider name as a leading brand in the health and fitness
industry. In particular, the nutritional products division pioneered under the
Weider brand name the manufacturing and marketing of nutritional supplements
intended to enhance athletic performance and support muscle growth. Such
products were initially targeted specifically at weightlifters and bodybuilders
and were sold primarily through health food stores and gyms. In addition,
through its acquisition of Tiger's Milk in 1986, the Company began marketing one
of the most established and widely recognized healthy snack bars. In order to
capitalize on the growing health and fitness industry, the Parent formed the
Company in 1989 in connection with Parent's designation of its three principal
business divisions (Sporting Goods, Nutrition and Publications) as independent
subsidiaries.

As an independent subsidiary, the Company expanded its product line to
target a broader range of consumers and began pursuing a multi-brand,
multi-channel strategy to complement its Weider-brand nutritional supplements.
Accordingly, the Company pursued a strategic program to acquire brands and
related business lines and has acquired and integrated eight businesses since
1989. Following its acquisition of Schiff in 1989, the Company began marketing a
variety of forms of vitamins, minerals and herbs under the Schiff brand name.
The additional acquisitions of certain assets from National Institute of
Nutrition ("Nion"), American Body Building and Natural Nectar (now doing
business as American Nutrition Bars, Inc.) by the Company in 1995 and 1996
position the Company as a fully integrated manufacturer and marketer of powdered
drink mixes, capsules and tablets, beverages and nutrition bars. These three
acquisitions, along with the acquisition of certain assets of Weider Europe B.V.
and Craven Health & Fitness, Ltd., formerly Weider Health & Fitness, Ltd.
("Weider U.K."), contributed $54.6 million in sales and $15.6 million in
incremental EBITDA in fiscal 1996, representing 29% of the Company's net sales
and 46% of the Company's EBITDA, respectively, in fiscal 1996. See "Certain
Relationships and Related Party Transactions." The four acquisitions completed
since January 1, 1995 that have contributed to fiscal 1996 net sales are
described in the following table:

<TABLE>
<CAPTION>
ACQUISITION FISCAL 1996
ACQUISITIONS DATE SALES
------------ ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
American Body Building..................... January 1995 $ 21,847
Nion....................................... June 1995 26,399
American Nutrition Bars.................... October 1995 3,839
Weider U.K................................. January 1996 2,470
</TABLE>

The Company intends to continue its strategy of acquiring branded products
to enhance its established brands and balanced distribution channels. In
addition, the Company intends to expand its multi-brand, multi-channel strategy
in international markets. Effective September 1, 1996, the Company, through its
indirect subsidiary in Spain, Weider Nutrition, S.L., acquired licensing rights
and nutritional supplement operations providing distribution capabilities in
primarily Spain and Portugal. Such operations and rights are hereinafter
referred to as "Weider Spain." In addition, the Company anticipates acquiring
certain assets from Weider Sports Equipment Co., Ltd., a Canadian company
("Weider Sports Equipment"). Through its nutritional supplements business,
Weider Sports Equipment currently markets nutritional supplements to South
America Eastern Europe, Africa and the Pacific Rim. The assets acquired by
Weider Spain and to be purchased from Weider Sports Equipment generated sales of
$3.8 million and $5.6 million, respectively, for fiscal 1996. The Company's
acquisitions of certain assets and license rights in Spain and Canada, when
combined with the assets and license rights acquired from Weider U.K. will
provide the Company with the rights to manufacture and market nutritional
supplements worldwide, excluding Australia and Japan. The rights to manufacture
and market nutritional supplements in Australia and Japan are subject to
long-term license agreements held by third parties. See "Related Party
Transactions -- Certain Acquisitions."

17
<PAGE> 19

SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following selected consolidated financial data at May 31, 1995 and 1996
and for the fiscal years ended May 31, 1994, 1995 and 1996 have been derived
from the Company's consolidated financial statements, which have been audited by
Deloitte & Touche LLP, independent auditors' whose report thereon is included
elsewhere in this Prospectus. The following selected consolidated financial data
at May 31, 1992, 1993 and 1994 and for the fiscal years ended May 31, 1992 and
1993 are derived from the audited consolidated financial statements of the
Parent. The selected consolidated financial data at August 31, 1996 and for the
three months ended August 31, 1995 and 1996 have been derived from unaudited
consolidated financial statements of the Company. In the opinion of the Company,
its unaudited consolidated financial statements have been prepared on the same
basis as the audited consolidated financial statements and include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the financial position and results of operation for such
periods. Results for the three months ended August 31, 1996 have not been
audited and are not necessarily indicative of results to be expected for the
dated full fiscal year. The financial data should be read in conjunction with,
and are qualified in their entirety by, the consolidated financial statements
and notes thereto included elsewhere in this Prospectus. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
THREE MONTHS ENDED
FISCAL YEAR ENDED MAY 31, AUGUST 31,
------------------------------------------------ -------------------
1992 1993 1994 1995 1996 1995 1996
------- ------- ------- ------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales............................ $58,170 $63,144 $67,870 $90,927 $186,405 $ 37,783 $ 46,927
Cost of goods sold................... 33,827 37,002 39,287 55,411 116,177 24,868 29,740
------- ------- ------- ------- -------- -------- --------
Gross profit......................... 24,343 26,142 28,583 35,516 70,228 12,915 17,187
Total operating expenses............. 18,385 19,036 20,344 24,226 41,068 8,245 11,561
------- ------- ------- ------- -------- -------- --------
Income from operations............... 5,958 7,106 8,239 11,290 29,160 4,670 5,626
Other income (expense):
Interest, net..................... (677) (170) (245) (1,079) (3,736) (724) (1,449)
Other............................. (933) (950) (1,015) 147 (253) (111) 5
------- ------- ------- ------- -------- -------- --------
Total........................ (1,610) (1,120) (1,260) (932) (3,989) (835) (1,444)
------- ------- ------- ------- -------- -------- --------
Income before income taxes........... 4,348 5,986 6,979 10,358 25,171 3,835 4,182
Provision for income taxes........... 1,750 2,423 2,845 4,266 10,207 1,555 1,685
------- ------- ------- ------- -------- -------- --------
Net income........................... 2,598 3,563 4,134 6,092 14,964 2,280 2,497
======= ======= ======= ======= ======== ======== ========
Pro forma net income per Common and
common equivalent share(1)........ $ $ $ $ $ $ $
Pro forma weighted average Common and
common equivalent shares
outstanding(1)....................
OTHER DATA:
EBITDA (2)........................... $ 6,435 $ 7,429 $ 8,629 $13,438 $ 33,908 $ 5,615 $ 7,093
Capital expenditures................. 380 1,469 5,171 1,295 6,084 1,251 2,055
Net sales increase................... --% 9% 7% 34% 105% --% --%
Income from operations increase...... -- 19 16 37 158 -- --
Net income increase.................. -- 37 16 47 146 -- --
Income from operations margin........ 10 11 12 12 16 12 12
</TABLE>

<TABLE>
<CAPTION>
MAY 31, AUGUST 31, 1996
-------------------------------- ---------------
1994 1995 1996 ACTUAL
------- ------- -------- ---------------
(UNAUDITED)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............................. $ 2 $ 2,272 $ 1,592 $ 841
Working capital....................................... 14,082 25,043 47,505 55,009
Total assets.......................................... 39,548 70,048 133,147 132,104
Total debt(3)......................................... 6,956 28,616 68,054 70,843
Total stockholders' equity............................ 22,946 28,100 39,332 41,099
</TABLE>

- ---------------

(1) Gives effect to the -for-one exchange of common stock of Weider
Nutrition for Common Stock but does not give effect to the Offerings.

(2) EBITDA is presented because it is a widely accepted financial indicator used
by certain investors and analysts to analyze and compare companies on the
basis of operating performance. EBITDA is not intended to represent cash
flows for the period, nor has it been presented as an alternative to
operating income as an indicator of operating performance and should not be
considered in isolation or as a substitute for measures of performance
prepared in accordance with generally accepted accounting principles.

(3) Total debt represents long-term debt (including current portion of long-term
debt) and short-term debt.

18
<PAGE> 20

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with
the consolidated financial statements, including the notes thereto, appearing
elsewhere in this Prospectus.

OVERVIEW

The Company experienced growth in sales over the past two fiscal years. Net
sales were $67.9 million, $90.9 million and $186.4 million for fiscal 1994, 1995
and 1996, respectively. Increased sales were due primarily to the Company's
increased penetration of the growing mass volume retail distribution channel and
an aggressive acquisition strategy. In addition, the Company's emphasis on
research and development and greater marketing efforts increased sales volumes,
particularly as a result of new product introductions. The Company believes
future sales growth will depend upon the same factors which contributed to its
recent growth.

The following table shows selected items expressed on an actual basis and
as a percentage of net sales for the fiscal years indicated:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MAY 31, THREE MONTHS ENDED AUGUST 31,
--------------------------------------------------------- ------------------------------------
1994 1995 1996 1995 1996
---------------- ---------------- ----------------- ---------------- ----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales.................... $67,870 100.0% $90,927 100.0% $186,405 100.0% $37,783 100.0% $46,927 100.0%
Cost of goods sold........... 39,287 57.9 55,411 60.9 116,177 62.4 24,868 65.8 29,740 63.4
------- ----- ------- ----- -------- ----- ------- ----- ------- -----
Gross profit................. 28,583 42.1 35,516 39.1 70,228 37.6 12,915 34.2 17,187 36.6
Total operating expenses..... 20,344 30.0 24,226 26.7 41,068 22.0 8,245 21.8 11,561 24.6
------- ----- ------- ----- -------- ----- ------- ----- ------- -----
Income from operations....... 8,239 12.1 11,290 12.4 29,160 15.6 4,670 12.4 5,626 12.0
Other income (expense)....... (1,260) 1.8 (932) 1.0 (3,989) 2.1 (835) 2.2 (1,444) 3.1
Provision for income taxes... 2,845 4.2 4,266 4.7 10,207 5.5 1,555 4.1 1,685 3.6
------- ----- ------- ----- -------- ----- ------- ----- ------- -----
Net income................... $ 4,134 6.1% $ 6,092 6.7% $ 14,964 8.0% $ 2,280 6.1% $ 2,497 5.3%
======= ===== ======= ===== ======== ===== ======= ===== ======= =====
</TABLE>

RESULTS OF OPERATIONS

Three Months Ended August 31, 1996 Compared to the Three Months Ended August 31,
1995

Net Sales. Net sales increased approximately 24.1% to $46.9 million in the
three months ended August 31, 1996 from $37.8 million in the three months ended
August 31, 1995. The increase in net sales resulted primarily from increased
distribution to mass volume retailers, contributions from the Company's U.K.
acquisition which was effective January 1, 1996, and increased private label
sales.

The following table shows comparative net sales results categorized by
distribution channel on an actual basis and as a percentage of net sales for the
periods indicated:

<TABLE>
<CAPTION>
THREE MONTHS ENDED AUGUST 31,
---------------------------------------
1995 1996
----------------- -----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Mass volume retailers........................... $11,245 29.8% $15,478 33.0%
Health food..................................... 12,562 33.2 12,850 27.4
Private label................................... 8,174 21.6 10,179 21.7
International markets........................... -- -- 2,487 5.3
Other........................................... 5,802 15.4 5,933 12.6
------- ----- ------- -----
Total................................. $37,783 100.0% $46,927 100.0%
======= ===== ======= =====
</TABLE>

19
<PAGE> 21

Sales to every major distribution channel increased in the three months
ended August 31, 1996, compared to the three months ended August 31, 1995. Sales
to mass volume retailers increased approximately 38.4% to $15.5 million in the
three months ended August 31, 1996 from $11.2 million in the three months ended
August 31, 1995. The increase in sales to mass volume retailers in the three
months ended August 31, 1996 resulted primarily from increasing distribution to
mass volume retailers and introducing new branded products, including a line of
melatonin products under the Schiff brand name. Sales to private label customers
increased approximately 24.4% to $10.2 million in the three months ended August
31, 1996 from $8.2 million in the three months ended August 31, 1995. The
increase in sales to private label customers was primarily due to increased
volumes with existing customers. Sales to international markets resulted
primarily from the acquisition of certain assets of Weider U.K., which was
effective January 1, 1996.

Gross Profit. Gross profit increased approximately 33.3% to $17.2 million
in the three months ended August 31, 1996 from $12.9 million in the three months
ended August 31, 1995. The increase in gross profit in the three months ended
August 31, 1996 resulted primarily from the approximately 24.1% increase in net
sales over the same period, price increases and improved manufacturing
efficiencies, offset by certain increases in raw material prices and product
mix. Gross margin increased slightly to 36.6% for the three months ended August
31, 1996 from 34.2% for the three months ended August 31, 1995, primarily as a
result of voluntary product recall during the three months ended August 31, 1995
due to quality problems in products bottled at American Body Building's former
production facility in New York. Since relocating the American Body Building
facility to Walterboro, South Carolina, American Body Building has not had any
significant quality problems.

Operating Expenses. Selling and marketing expenses, including sales,
marketing, advertising and freight costs, increased approximately 41.5% to $7.5
million in the three months ended August 31, 1996 from $5.3 million in the three
months ended August 31, 1995. The increase in selling and marketing expenses in
the three months ended August 31, 1996 resulted primarily from higher freight,
commissions, salaries and coupon redemption costs associated with the
corresponding growth in net sales for the same period. Selling and marketing
expenses as a percentage of net sales were 15.9% in the three months ended
August 31, 1996 compared to 14.0% in the three months ended August 31, 1995.

General and administrative expenses increased approximately 47.6% to $3.1
million in the three months ended August 31, 1996 from $2.1 million in the three
months ended August 31, 1995. The increase resulted primarily from incremental
expenses added by the acquisitions of American Nutrition Bars and Weider U.K.
plus additional information systems and administrative costs. General and
administrative expenses as a percentage of net sales were 6.7% in the three
months ended August 31, 1996 compared to 5.6% in three months ended August 31,
1995.

Other Income (Expense). Other income (expense) increased approximately
75.0% to ($1.4) million in the three months ended August 31, 1996 from
($835,000) in the three months ended August 31, 1995. The increase in other
income (expense) resulted primarily from an increase in net interest expense of
100% to $1.4 million in the three months ended August 31, 1996 from $724,000 in
the three months ended August 31, 1995. Interest expense increased in the three
months ended August 31, 1996 as a result of the Company's incurrence of
additional indebtedness in connection with the Weider U.K., Nion and American
Nutrition Bars acquisitions, certain intercompany payables and increased
investment in inventory. The Company's total indebtedness, including the amounts
payable to Weider, increased 23.8% to $70.8 million at August 31, 1996 from
$57.2 million at August 31, 1995.

Provision for Income Taxes. Provision for income taxes increased
approximately 6.3% to $1.7 million in the three months ended August 31, 1996
from $1.6 million in the three months ended August 31, 1995. The dollar increase
in provision for income taxes resulted primarily from increased net sales in the
three months ended August 31, 1996 compared to the three months ended August 31,
1995. Provision for income taxes as a percentage of net sales was 3.6% in the
three months ended August 31, 1996 compared to 4.1% in the three months ended
August 31, 1995.

Acquisitions. The Company's operating results for the three months ended
August 31, 1996 include the American Nutrition Bars acquisition. Results of
operations for American Nutrition Bars in the three months

20
<PAGE> 22

ended August 31, 1996 were net sales of $1.2 million, gross profit (loss) of
($200,000) and operating (loss) of ($500,000).

Effective January 1, 1996, the Company acquired certain net assets and
customers in Europe from Weider U.K., a related party. See "Certain
Relationships and Related Party Transactions -- Certain Acquisitions." Results
of operations in the three months ended August 31, 1996 for this acquisition
were sales of $1.9 million, gross profit of $625,000 and incremental operating
income of $293,000.

Fiscal Year Ended May 31, 1996 Compared to Fiscal Year Ended May 31, 1995

Net Sales. Net sales increased approximately 105.0% to $186.4 million in
fiscal 1996 from $90.9 million in fiscal 1995. The increase in net sales in
fiscal 1996 resulted primarily from increased distribution to mass volume
retailers and contributions from the Company's acquisitions during fiscal 1996
and 1995.

The Company acquired one manufacturing operation in fiscal 1995 and two
manufacturing operations in fiscal 1996. The combined sales volumes for these
operations amounted to $52.1 million in fiscal 1996, which represents an
increase of $44.3 million in combined sales from the prior year.

The following table shows comparative net sales results categorized by
distribution channel on an actual basis and as a percentage of net sales for the
fiscal years indicated:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MAY 31,
----------------------------------------
1995 1996
----------------- ------------------
(DOLLARS IN THOUSANDS)

<S> <C> <C> <C> <C>
Mass volume retailers...... $24,267 26.7% $ 63,705 34.2%
Health food................ 40,074 44.1 49,295 26.4
Private label.............. 11,502 12.7 43,773 23.5
International markets...... 4,335 4.7 5,445 2.9
Other...................... 10,749 11.8 24,187 13.0
------- ----- -------- -----
Total............ $90,927 100.0% $186,405 100.0%
======= ===== ======== =====
</TABLE>

Sales to mass volume retailers increased approximately 162.1% to $63.7
million in fiscal 1996 from $24.3 million in fiscal 1995. The increase in sales
to mass volume retailers in fiscal 1996 resulted primarily from the Company
obtaining new accounts, expanding distribution to existing accounts and
introducing new branded products, including a line of melatonin products under
the Schiff brand. Products introduced in the last fiscal year accounted for
$38.8 million of the Company's fiscal 1996 net sales of which Schiff 's
Melatonin contributed $18.9 million. Sales to health food stores increased
approximately 22.9% to $49.3 million in fiscal 1996 from $40.1 million in fiscal
1995. The increase in sales to health food stores was primarily the result of
the introduction of new branded products. Sales to private label customers
increased approximately 280.9% to $43.8 million in fiscal 1996 from $11.5
million in fiscal 1995. The increase in sales to private label customers was
primarily due to the acquisition of Nion. Sales to other customers increased
approximately 126.2% to $24.2 million in fiscal 1996 from $10.7 million in
fiscal 1995. The increase in sales to other customers, including health clubs
and gyms, was primarily attributable to the American Body Building acquisition
in fiscal 1995.

Gross Profit. Gross profit increased approximately 97.7% to $70.2 million
in fiscal 1996 from $35.5 million in fiscal 1995. The increase in gross profit
in fiscal 1996 resulted primarily from the approximately 105.0% increase in
sales in fiscal 1996 from fiscal 1995. Gross margin decreased to 37.7% for
fiscal 1996 from 39.1% for fiscal 1995, primarily as a result of shifts in
product mix to lower margin beverages, nutrition bars and private label capsules
and tablets manufacturing, which was partially mitigated by increased
manufacturing efficiencies, higher sales prices and increased concentration on
branded capsules and tablets.

Operating Expenses. Selling and marketing expenses, including sales,
marketing, advertising and freight costs, increased approximately 71.6% to $26.6
million in fiscal 1996 from $15.5 million in fiscal 1995. The increase in
selling and marketing expenses in fiscal 1996 resulted primarily from increased
advertising and personnel required to handle higher volumes of products
associated with increased sales and acquisitions in

21
<PAGE> 23

fiscal 1996. Selling and marketing expenses as a percentage of net sales were
14.3% in fiscal 1996 compared to 17.0% in fiscal 1995. Advertising expenses
increased 95.3% to $8.4 million in fiscal 1996 from $4.3 million in fiscal 1995.
The increase in advertising expenses resulted primarily from increased
television, magazine and co-op advertising. Advertising expense as a percentage
of net sales was 4.5% in fiscal 1996 compared to 4.7% in fiscal 1995.

General and administrative expenses increased approximately 75.8% to $10.9
million in fiscal 1996 from $6.2 million in fiscal 1995. The dollar increase in
general and administrative expenses in fiscal 1996 resulted primarily from
incremental expenses added by the acquisition of Nion and American Nutrition
Bars. General and administrative expenses as a percentage of net sales were 5.9%
in fiscal 1996 compared to 6.8% in fiscal 1995. The decrease in general and
administrative expenses as a percentage of net sales was primarily a result of
increased sales volumes.

The expense for amortization of intangible assets increased approximately
90.9% to $2.1 million for fiscal 1996 from $1.1 million for fiscal 1995. The
increase in amortization of intangible assets resulted primarily from the Weider
U.K., Nion and American Nutrition Bars acquisitions in fiscal 1996 and the
American Body Building acquisition in fiscal 1995. Amortization of intangible
assets expense as a percentage of net sales was 1.1% in fiscal 1996 compared to
1.2% in fiscal 1995. Acquisition costs are capitalized and typically amortized
over fifteen years.

Other Income (Expense). Other income (expense) increased approximately
329.2% to $(4.0) million in fiscal 1996 from $(932,000) in fiscal 1995. The
increase in other income (expense) resulted primarily from an increase in
interest expense of 236.4% to $3.7 million in fiscal 1996 from $1.1 million in
fiscal 1995. Interest expense increased in fiscal 1996 as a result of the
Company's incurrence of additional indebtedness in connection with the Weider
U.K., Nion and American Nutrition Bars acquisitions and increased investment in
inventory and fixed assets. The Company's total indebtedness, including the
amounts payable to the Parent, increased approximately 138.1% to $68.1 million
at May 31, 1996 from $28.6 million at May 31, 1995. This increase in total
indebtedness resulted primarily from increased borrowing for acquisitions of
$16.1 million and the Company's added investment in inventory and accounts
receivable of $26.6 million due to overall growth in operations.

Provision for Income Taxes. Provision for income taxes increased
approximately 137.2% to $10.2 million in fiscal 1996 from $4.3 million in fiscal
1995. The dollar increase in provision for income taxes resulted primarily from
increased net sales in fiscal 1996 compared to fiscal 1995. Provision for income
taxes as a percentage of net sales was 5.5% in fiscal 1996 compared to 4.7% in
fiscal 1995.

Acquisitions. Effective January 1, 1995, the Company acquired certain
assets of the nutritional drink business formerly owned by American Body
Building. The Company's operating results for fiscal 1996 include the American
Body Building acquisition for the entire fiscal year compared to the five months
of operations that were recorded in fiscal 1995. Results of operations for
American Body Building recorded by the Company in fiscal 1996 were net sales of
$21.8 million, gross profit of $4.1 million and incremental operating income of
$3.1 million, compared to net sales of $7.8 million, gross profit of $1.9
million and incremental operating income of $1.3 million in fiscal 1995.

Effective June 1, 1995, the Company acquired a capsule and tablet
manufacturing operation formerly owned by Nion. Results of operations for Nion
in fiscal 1996 were net sales of $26.4 million, gross profit of $13.3 million
and incremental operating income of $11.5 million.

Effective October 16, 1995, the Company acquired the American Nutrition
Bars' manufacturing facility. Results of operations for American Nutrition Bars
in fiscal 1996 were net sales of $3.8 million, gross profit of $1.0 million and
operating loss of $234,000.

Effective January 1, 1996, the Company acquired certain net assets and
customers in Europe from Weider U.K., a related party, for $1.5 million. See
"Certain Relationships and Related Party Transactions -- Certain Acquisitions."
Net assets acquired amounted to $48,942 and were recorded at their historical
cost. The remaining excess purchase price of approximately $1.4 million plus
other acquisition costs amounting to $250,000 were charged to retained earnings
as a distribution of capital to the Parent. Results of operations in

22
<PAGE> 24

fiscal 1996 for this acquisition were sales of $2.5 million, gross profit of
$900,000 and incremental operating income of $400,000.

In connection with the acquisition of Weider U.K., the Company entered into
an agency agreement with a primary supplier of powdered drink mixes for European
operations. The agreement requires the supplier to provide working capital
funds, to maintain ownership of all inventories and to provide all logistics and
administrative support. In return, the supplier is paid a declining percentage
of profits. See "Business -- Strategy -- Penetration of International Markets."

Fiscal Year Ended May 31, 1995 Compared to Fiscal Year Ended May 31, 1994

Net Sales. Net sales increased approximately 33.9% to $90.9 million in
fiscal 1995 from $67.9 million in fiscal 1994. The increase in net sales
resulted primarily from increased penetration of the mass volume retail
distribution channel, which added $8.2 million to fiscal 1995 net sales, and
increased private label powdered drink mix manufacturing, which added $3.6
million to fiscal 1995 net sales. In addition, the midyear acquisition of
American Body Building added $7.8 million to fiscal 1995 net sales.

The following table shows comparative net sales results categorized by
distribution channel for the fiscal years indicated:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MAY 31,
---------------------------------------
1994 1995
----------------- -----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Mass volume retailers........................... $16,011 23.5% $24,267 26.7%
Health food..................................... 37,241 54.8 40,074 44.1
Private label................................... 7,915 11.8 11,502 12.7
International markets........................... 2,539 3.7 4,335 4.7
Other........................................... 4,164 6.2 10,749 11.8
------- ----- ------- -----
Total................................. $67,870 100.0% $90,927 100.0%
======= ===== ======= =====
</TABLE>

Sales to mass volume retailers increased approximately 51.9% to $24.3
million in fiscal 1995 from $16.0 million in fiscal 1994, due primarily to the
introduction of new branded products. The increase in sales to other customers,
including health clubs and gyms, was due primarily to the acquisition of
American Body Building.

Gross Profit. Gross profit increased approximately 24.1% to $35.5 million
in fiscal 1995 from $28.6 million in fiscal 1994. The increase in gross profit
in fiscal 1995 resulted primarily from the acquisition of American Body Building
in fiscal 1995 and was offset in part by smaller gross margins associated with
American Body Building's product lines. Gross margin decreased slightly to 39.1%
in fiscal 1995 from 42.1% in fiscal 1994 primarily as a result of certain
increases in raw material prices and product mix costs as well as smaller gross
margins associated with American Body Building's product lines.

Operating Expenses. Selling and marketing expenses, including sales,
marketing, advertising and freight costs, increased approximately 24.0% to $15.5
million in fiscal 1995 from $12.5 million in fiscal 1994. The increase in
selling and marketing expenses in fiscal 1995 resulted primarily from increased
advertising and personnel required to handle higher volumes of products
associated with increased sales and the fiscal 1995 acquisition of American Body
Building. Selling and marketing expenses as a percentage of net sales were 17.0%
in fiscal 1995 compared to 18.5% in fiscal 1994. Advertising expenses increased
approximately 38.7% to $4.3 million in fiscal 1995 from $3.1 million in fiscal
1994. The increase in advertising expenses resulted primarily from increased
television, magazine and co-op advertising. Advertising expense as a percentage
of net sales was 4.7% in fiscal 1995 compared to 4.6% in fiscal 1994.

General and administrative expenses increased approximately 5.1% to $6.2
million in fiscal 1995 from $5.9 million in fiscal 1994. The dollar increase in
general and administrative expense in fiscal 1995 resulted primarily from
incremental expenses added by the acquisition of American Body Building. General
and administrative expenses as a percentage of net sales were 6.8% in fiscal
1995 compared to 8.7% in fiscal 1994.

23
<PAGE> 25

The expense for amortization of intangible assets increased approximately
35.3% to $1.1 million for fiscal 1995 from $813,000 for fiscal 1994. Capitalized
intangible assets increased approximately $9.8 million in fiscal 1995 and $3.4
million in fiscal 1994. The increase in capitalized intangible assets resulted
from the American Body Building acquisition in fiscal 1995 and the Excel and
Exceed acquisitions in fiscal 1994. Amortization of intangible assets expense as
a percentage of net sales was 1.2% in both fiscal 1995 and fiscal 1994.
Acquisition costs are capitalized and typically amortized over fifteen years.

Other Income (Expense). Other income (expense) decreased approximately
28.3% to $(932,000) in fiscal 1995 from $(1.3) million in fiscal 1994. Other
income (expense) as a percentage of net sales was 1.0% in fiscal 1995 compared
to 1.9% in fiscal 1994.

Provision for Income Taxes. Provision for income taxes increased
approximately 53.6% to $4.3 million in fiscal 1995 from $2.8 million in fiscal
1994. The increase in provision for income taxes resulted primarily from
increased net sales in fiscal 1995 compared to fiscal 1994. Provision for income
taxes as a percentage of net sales was 4.7% in 1995 compared to 4.2% in 1994.

Acquisitions. Effective December 1, 1993, the Company acquired the Excel
brand name from Key Products, Inc. Effective December 14, 1993, the Company
acquired the Exceed brand name from Abbott Laboratories. Results of operations
reported for these acquisitions in fiscal 1995 were net sales of $4.6 million
and gross profit of $2.6 million compared to net sales of $2.3 million and gross
profit of $1.4 million reported from the date of the acquisitions through May
31, 1994.

Effective January 1, 1995, the Company acquired certain assets of the
nutritional beverage business formerly known as American Body Building. Results
of operations for American Body Building in fiscal 1995 were net sales of $7.8
million, gross profit of $1.9 million and incremental operating income of $1.3
million.

LIQUIDITY AND CAPITAL RESOURCES

Prior to the Offerings, the Company's operations and capital requirements
were financed through internally generated funds, borrowings under the Existing
Credit Agreement and loans from the Parent. For fiscal years ended May 31, 1995
and 1996, the Company's primary capital requirements were as follows:

<TABLE>
<CAPTION>
YEAR ENDED MAY 31, THREE MONTHS
------------------ ENDED AUGUST 31,
1995 1996 1996
------- ------- ----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Working capital increase excluding term debt.... $ 8,366 $ 9,274 $ 4,076
Capital expenditures and trademark purchases.... 1,295 6,219 2,530
Total consideration for acquisitions............ 15,038 29,772 --
Distributions to the Parent, net................ 938 3,731 730
Other debt repayments........................... 2,766 3,449 4,946
------- ------- -------
Total capital requirements............ $28,403 $52,445 $12,282
======= ======= =======
</TABLE>

These capital requirements, which primarily reflect the growth of the
Company, were satisfied through internally generated funds, borrowings under the
Existing Credit Agreement, and loans from the Parent. These proceeds were as
follows:

<TABLE>
<CAPTION>
YEAR ENDED MAY 31, THREE MONTHS
------------------ ENDED AUGUST 31,
1995 1996 1996
------- ------- ----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Working capital provided by operations.......... $ 7,289 $18,513 $ 4,547
Net increases in Existing Credit Agreement...... 19,200 18,750 8,650
Net loans from the Parent....................... 1,914 15,182 (915)
------- ------- -------
$28,403 $52,445 $12,282
======= ======= =======
</TABLE>

In September 1996, the Company received a commitment from General Electric
Capital Services ("GECS") for a $75.0 million secured, long-term credit facility
(the "New Credit Agreement"). The

24
<PAGE> 26

Company expects that the New Credit Agreement will contain standard terms and
conditions, including, subject to permitted amounts, a limitation on the ability
of the Company to pay dividends on the Common Stock. The commitment is subject
to several significant conditions precedent. The Company intends to use a
portion of the net proceeds of the Offerings to terminate its obligations under
the Existing Credit Agreement and will rely on the New Credit Agreement,
together with any remaining proceeds from the Offerings, to meet its short-term
cash requirements. See "Use of Proceeds." Specifically, borrowings available
under the New Credit Agreement will be used for general working capital needs
and, if necessary, to support capital expenditures to effect acquisitions and
accelerate growth. As a result, upon the consummation of the Offerings, the
Company expects to have approximately $75 million of available credit under the
New Credit Agreement.

The Company's cash requirements through the remainder of fiscal 1997 are
expected to include expenditures in connection with: (i) increasing investment
in research and development, including hiring additional technical personnel,
acquiring new product lines for nutrition bars, beverages, tablets and capsules,
and purchasing additional research and development equipment, including data and
formulation software; (ii) hiring additional personnel, if and as necessary, to
support the Company's distribution facilities as sales of the Company's
nutritional supplements increase; (iii) increasing advertising and promotional
investments to continue to educate consumers about the Company's products; and
(iv) the acquisition of certain assets in Canada from Weider Sports Equipment.
Capital expenditures in fiscal 1997 are expected to aggregate approximately
$13.0 million. The Company expects that the net proceeds from the Offerings,
together with anticipated cash flows from operations and borrowings under the
New Credit Agreement, will be sufficient for the above purposes.

The Company's long-term capital requirements are expected to include
capital expenditures to support continued growth of nutritional supplements
sales. The Company may also enter into strategic acquisitions as the nutritional
supplements industry continues to consolidate. The Company expects to fund its
long-term capital requirements including construction of capital projects such
as a new manufacturing and distribution facility for the next twelve months and
in the foreseeable future, through the use of operating cash flow supplemented
as necessary by borrowings under the New Credit Agreement and, if necessary,
through debt financings or the issuance of additional equity.

The Company, the Parent and certain subsidiaries of the Parent (each a
"Borrower" and together the "Borrowers"), entered into an Amended and Restated
Credit Agreement, dated January 4, 1995, as amended from time to time (the
"Existing Credit Agreement"), with General Electric Capital Corporation
("GECC"). A total of $46.6 million in borrowings was outstanding under the
Existing Credit Agreement at August 31, 1996 consisting of $17.5 million of
indebtedness evidenced by term notes payable to GECC and $29.1 million under a
revolving line of credit. Borrowings under the Existing Credit Agreement bear
interest at floating rates (at May 31, 1996, 8.0 % for the term notes and 7.8 %
for the revolving line of credit) and mature on various dates from February 1997
through January 2000. Each of the Borrowers has joint and severally guaranteed
the obligations of the other Borrowers under the Existing Credit Agreement.
Simultaneously with the closing of the Offerings, the Company intends to repay
all of its outstanding obligations under the Existing Credit Agreement and
terminate all liabilities and obligations with respect to its guarantee of the
other Borrowers' obligations thereunder.

IMPACT OF INFLATION

The Company has historically been able to pass inflationary increases for
raw materials and other costs onto its customers through price increases and
anticipates that it will be able to continue to do so in the future.

SEASONALITY

The Company's business is seasonal, with lower sales typically realized
during the first and second fiscal quarters and higher sales typically realized
during the third and fourth fiscal quarters. The Company believes such
fluctuations in sales are the result of greater marketing and promotional
activities toward the end of each fiscal year, customer buying patterns, and
consumer spending patterns related primarily to the consumers'

25
<PAGE> 27

interest in achieving personal health and fitness goals after the beginning of
each new calendar year and before the summer fashion season. See "Risk
Factors -- Seasonality"

IMPACT OF RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 ("SFAS No. 121"), "Accounting for the
Impairment of Long-lived Assets and for Long-Lived Assets to be Disposed Of,"
which provides guidance on how to measure impairment of long-lived assets,
certain intangibles and goodwill related to those assets to be held and used,
and for long-lived assets and certain identifiable intangibles to be disposed
of. The Company has adopted this statement at May 31, 1996 and believes that the
impact of adopting SFAS No. 121 will not be material to the Company.

In October 1995, the Financial Accounting Standards Board issued SFAS No.
123, "Accounting for Stock-Based Compensation" which defines a fair value based
method of accounting for stock based employee compensation plans. Under SFAS No.
123, companies are encouraged, but are not required, to adopt the fair value
method for fiscal years beginning after December 15, 1995 for all employee
awards granted after the beginning of such year. Companies are permitted to
continue to account for such transactions under Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No. 25), but
must, in future years, disclose in a note to the financial statements pro forma
net income and earnings per share as if SFAS No. 123 had been applied. The
Company has not yet determined whether it will adopt the fair value method or
continue to account for stock-based compensation under APB No. 25.

26
<PAGE> 28

BUSINESS
GENERAL

The Company is a leading manufacturer of branded and private label
nutritional supplements and is a leading marketer of multiple brands of
nutritional supplements through multiple distribution channels. The Company
manufactures a broad range of capsules and tablets, powdered drink mixes,
bottled beverages and nutrition bars and markets branded products in four
principal categories: sports nutrition; vitamins, minerals and herbs; diet; and
healthy snacks. The Company markets its branded products through each key
distribution channel and is one of the leading marketers of nutritional
supplement products to the mass volume retail channel, one of the most
significant and growing distribution channels in the nutritional supplement
industry. Consistent with management's multi-channel strategy, sales of the
Company's products in fiscal 1996 were balanced among mass volume retailers,
health food stores and a combination of other channels, including health clubs
and gyms, international markets and private label manufacturing. Industry
sources estimate the principal domestic markets in which the Company's products
compete totalled approximately $4.6 billion in 1994 and grew at a compound
annual growth rate of approximately 12% from 1991 through 1994. Because of the
Company's broad portfolio of leading brands, multiple distribution channels and
state-of-the-art manufacturing capabilities, the Company believes that it is
uniquely positioned to capitalize on the anticipated growth in the nutritional
supplement industry.

27
<PAGE> 29

<TABLE>
<CAPTION>
BRAND PRIMARY CHANNEL PRIMARY CATEGORY PRODUCT FORMS
- ----- --------------- ---------------- -------------
<S> <C> <C> <C>
Great American Mass volume retailers Vitamins and diet Beverages, nutrition
Nutrition(TM) bars, powdered drink
mixes and capsules
and tablets
Joe Weider Signature(TM) Mass volume retailers Sports nutrition and diet Powdered drink mixes
and capsules and
tablets
Prime Time(TM) Mass volume retailers Vitamins and diet Capsules and tablets
Tiger's Milk(TM) Mass volume retailers Healthy snacks Nutrition bars
Fi-Bar(TM) Mass volume retailers Healthy snacks Nutrition bars
Schiff(TM) Health food stores Vitamins and diet Capsules and tablets
Metaform(TM) Health food stores Sports nutrition and diet Powdered drink mixes
and nutrition bars
Victory(TM) Health food stores Sports nutrition Powdered drink mixes
and capsules and
tablets
Mega Mass(TM) Health food stores Sports nutrition Powdered drink mixes
Excel(TM) Health food stores Vitamins and diet Capsules and tablets
American Body Health clubs and gyms Sports nutrition and diet Beverages, nutrition
Building(TM) bars, powdered drink
mixes and capsules
and tablets
Steel Bar(TM) Health clubs and gyms Sports nutrition Nutrition bars
</TABLE>

To support its multi-brand, multi-channel strategy, the Company will
continue to invest in research and development and state-of-the-art
manufacturing and distribution facilities. The Company's research and
development group has successfully developed new brands targeted to specific
consumers, such as Great American Nutrition and Metaform, and new products, such
as Schiff's Melatonin and Whole Food Phytonutrients. In addition, the Company
manufactures over 80% of its branded products and is building additional
state-of-the-art facilities that it believes will more than double current
capacity. The Company expects its additional facilities to be operational in
mid-1997. The Company believes its research and development commitment and
integrated manufacturing capabilities will continue to provide a significant
advantage in capturing an increasing share of the growing nutritional supplement
market.

STRATEGY

The Company has demonstrated the ability to grow its business profitably by
introducing new brands and products, expanding distribution capability and
acquiring related businesses. In fiscal 1996, the Company's net sales increased
105.0% to $186.4 million from net sales of $90.9 million in fiscal 1995 and net
income increased 145.6% to $15.0 million in fiscal 1996 from net income of $6.1
million in fiscal 1995. During the three fiscal years ended May 31, 1996, the
Company achieved compound growth rates in net sales and net income of 43.5% and
61.3%, respectively. The Company believes that its broad distribution channels,
portfolio of leading brands and state-of-the-art manufacturing and distribution
capabilities position it as the long-term competitive leader in the nutritional
supplement industry. The Company's strategy is to:

Leverage Its Portfolio of Established Brands. The Company believes that
its portfolio of established brands will enable the Company to continue
increasing its share of the nutritional supplement market. The Company's brands
are positioned as leaders in specific product categories and distribution
channels. Schiff and Great American Nutrition are leading vitamin brands in
health food stores and in mass volume retailers, respectively, American Body
Building is a leading sports nutrition brand in gyms and health clubs, Victory
and Metaform are leading sports nutrition brands in health food stores and Joe
Weider Signature is the leading sports nutrition brand in the mass volume retail
market. Excel is a leading herbal energy brand in health food

28
<PAGE> 30

stores and Tiger's Milk and Fi-Bar are leading nutritional bar brands in
supermarkets, health food stores and convenience stores. Each of these brands
has name recognition and consumer loyalty within its target market. The Company
plans to continue promoting its brands through focused marketing efforts; in
fiscal 1996, to publicize its brands, the Company spent $16.5 million in
selling, marketing and advertising compared to $9.9 million in fiscal 1995.

Develop New Brands and Product Line Extensions. The Company strives to be
on the leading edge of the industry in terms of product development and intends
to continue its commitment to research and development to create new brands and
product line extensions. The Company believes it is important to continually
develop new products in the nutritional supplement industry in order to
capitalize on new market opportunities, strengthen relationships with customers
by meeting demand, increase market share and preserve gross margins. The
Company's focus on research and development enables it to readily formulate and
manufacture innovative products and quickly capitalize on industry trends. For
example, this strong commitment to research and product development enabled the
Company to capitalize on the sudden popularity of melatonin, by quickly
formulating and marketing Schiff's Melatonin. The Company is one of the leading
marketers and manufacturers of melatonin in the industry generating
approximately $18.9 million in sales in the last eight months of fiscal 1996.

Continue Growing Its Balanced Distribution Network. The Company has
demonstrated the ability to enter new channels of distribution while preserving
growth in existing distribution channels. Unlike many of its competitors, the
Company has effectively marketed some of its products in the mass volume retail
market while preserving loyalty from its health food store customers. The
Company has achieved this balance by designating brands such as Schiff, Excel,
Victory and Metaform as health food brands with limited distribution in the mass
volume retail market. The Company's fiscal 1996 net sales were approximately 35%
to mass volume retailers, 27% to health food stores and 38% to others, including
health clubs and gyms, international markets and private label manufacturing. As
consumer awareness and acceptance of nutritional supplements grow, the Company
expects growth in each distribution channel, with concentration in mass volume
retailers, including drug stores and supermarkets. The Company is uniquely
positioned to capitalize on the growth in each distribution channel through
existing customer relationships and a strong performance history in these
channels.

Acquire Strategically Related Businesses and Product Lines. The
nutritional supplement industry is fragmented and includes a number of small
manufacturers and distributors, many of which are being acquired by larger
companies. The Company believes that growth in the nutritional supplement
industry will generate further consolidation and create continuing opportunities
for the Company to acquire additional nutritional supplement manufacturing and
marketing companies over the next decade. The Company's financial resources and
operating capabilities, along with management's demonstrated ability to make and
integrate acquisitions, uniquely position the Company to be a leader in the
industry's consolidation. The Company has successfully acquired four businesses
in the last two years and has increased the operating performance of each
acquired company. For example, with respect to acquisitions the Company has
included in its results of operations for at least one full fiscal year, sales
for the 12-month period prior to such acquisitions were $14.2 million and
approximately $11.4 million, for American Body Building and Nion, respectively,
compared to sales for fiscal 1996 of $21.8 million and $26.4 million,
respectively.

Further Penetrate International Markets. The Company believes that
significant growth opportunities exist in international markets. The Company
intends to increase its penetration of international markets through strategic
acquisitions and by introducing new products and brands into countries where the
Company already operates. The Company has manufacturing capabilities in the U.K.
as a result of an agreement with an indirect subsidiary of Archer Daniels
Midland and in Spain as a result of the purchase of Weider Spain and expects to
have manufacturing capabilities in Montreal after the acquisition of certain
assets from Weider Sports Equipment. After the acquisition of certain assets
from Weider Sports Equipment, with the exception of Japan and Australia, the
Company will have distribution rights for nutritional supplement products in
every major market in the world. Weider U.K., which was acquired on January 1,
1996, accounted for sales of $2.5 million and net income of $220,000 in fiscal
1996.

29
<PAGE> 31

INDUSTRY

The Company believes it is well positioned to capitalize on the growth of
the nutritional supplements market. Industry sources estimate the principal
markets in which the Company's products compete totalled approximately $4.6
billion in 1994 and grew at a compound annual growth rate of approximately 12%
from 1991 through 1994. The Company believes several factors account for the
steady growth of the nutritional supplement market, including increased public
awareness of the health benefits of nutritional supplements and favorable
demographic trends toward older Americans who are more likely to consume
nutritional supplements.

Over the past several years, public awareness of the positive effects of
nutritional supplements on health has been heightened by widely publicized
reports and medical research findings indicating a correlation between the
consumption of nutrients and the reduced incidence of certain diseases. Reports
have indicated that the United States government and universities generally have
increased sponsorship of research relating to nutritional supplements. In
addition, Congress has established the Office of Alternative Medicine within the
National Institutes of Health to foster research into alternative medical
treatment modalities, which may include natural remedies. Congress has also
recently established the Office of Dietary Supplements in the National
Institutes of Health to conduct and coordinate research into the role of dietary
supplements in maintaining health and preventing disease.

The Company believes that the aging of the United States population,
together with a corresponding increased focus on preventative health care
measures, will continue to result in increased demand for certain nutritional
supplement products. According to Congressional findings that accompanied the
DSHEA, national surveys reveal that almost 43% of Americans regularly consume
vitamins, minerals and herbal supplements and 80% consume these products at some
time during their lives. The 35-and-older age group of consumers, which is
expected to continue to grow over the next two decades, represents 78% of the
regular users of vitamin and mineral supplements. Based on data provided by the
United States Bureau of the Census, from 1990 to 2010, the 35-and-older age
group of the United States population is projected to increase by 32%, a
significantly greater increase than the 20% projected increase for the United
States population in general.

The Company believes these and other trends have helped fuel the growth of
the nutritional supplement market. To meet the increased demand for nutritional
supplements, a number of successful nutritional supplement products have been
introduced over the past several years, including function specific products for
weight loss, sports nutrition, menopause, energy and mental alertness. In
addition, the use of a number of innovative ingredients, such as CitriMax(R),
DHEA, chromium picolinate and melatonin, have created opportunities to offer new
products.

BRANDS AND PRODUCTS

As part of its multi-brand, multi-channel strategy, the Company has
developed a portfolio of brands and diverse products designed for specific
distribution channels to meet the demands of a wide variety of consumers. The
Company believes that offering multiple brands is important to its success in
selling through many separate distribution channels, because selling the same
nutritional supplement brand across multiple distribution channels can weaken a
brand's value to brand-conscious consumers and retailers. Accordingly, the
Company designs its branded products for specific distribution channels. For
example, the Schiff brand primarily targets shoppers in health food stores,
while the Great American Nutrition brand is designed to reach primarily mass
volume retail shoppers. The Company believes having distinct brands positioned
in each distribution channel is one of its strongest competitive advantages,
enabling the Company to participate in the growth currently being experienced in
each of these channels.

The Company markets its branded products in four principal categories of
nutritional supplements: sports nutrition; vitamins, minerals and herbs; diet;
and healthy snacks. The Company also manufactures private label products for
other nutritional supplement marketers. The Company manufactures and markets
over 1,340 products and has over 1,750 SKUs. The Company believes that offering
its customers a wide variety of products also provides the Company a competitive
advantage in capturing an increasing share of the growing nutritional supplement
market.

30
<PAGE> 32

The following table outlines the number of products of each of the
Company's product categories and its private label business at August 31, 1996:

NUMBER OF
PRODUCTS
---------
Branded products:
Sports nutrition........................................... 257
Vitamins, minerals and herbs............................... 363
Diet....................................................... 44
Healthy snacks............................................. 89
-----
Subtotal................................................ 753
Private label................................................ 587
-----
Total................................................... 1,340
=====

Sports Nutrition. The Company's sports nutrition category includes a wide
variety of products designed to enhance athletic performance and support the
results derived from exercise programs. The Company's sports nutrition products
deliver nutritional supplements through a variety of forms, including powdered
drink mixes, tablets, capsules, nutrition bars and beverages. The target
consumers for the Company's sports nutrition products are athletes, bodybuilders
and fitness enthusiasts. While each of the Company's products offers distinct
benefits to the consumer, the Company's sports nutrition products are intended
to generally enhance the consumer's ability to control weight, support muscle
growth, lose fat and increase energy levels and stamina. The following table
summarizes the major brands and representative products of the Company's sports
nutrition category:

MAJOR BRANDS REPRESENTATIVE PRODUCTS
- ------------ -----------------------
American Body Building.................. Blue Thunder protein beverages and
Ripped Force energy beverages and
powdered drink mixes
Victory................................. Mass 1000 and Professional powdered
drink mixes
Mega Mass............................... Giant Mega Mass and Super Mega Mass
powdered drink mixes
Metaform................................ Metaform and Metaform Heat powdered
drink mixes and nutrition bars
Joe Weider Signature.................... Dynamic Weight Gain and Dynamic
Muscle Builder powdered drink
mixes
Tiger's Milk............................ Tiger Sport nutrition bars
Steel Bar............................... Steel Bar nutrition bars

The American Body Building brands, which are intended to help the consumer
increase energy levels and stamina, control weight and lose fat, are primarily
distributed to health clubs and gyms through the Company's exclusive
distributors. The Victory, Mega Mass, Metaform and Joe Weider Signature brands,
which are intended to support consumers' efforts to control weight, support
muscle growth and lose fat, are primarily distributed through mass volume
retailers and health food stores such as GNC. The Tiger's Milk product line,
which has been marketed for over 30 years, includes seven nutrition bars that
supply significant amounts of protein, vitamins and other essential nutrients
with less fat than a traditional candy bar. Both Tiger Sport and Steel Bar are
nationally distributed through supermarkets, convenience stores, warehouse clubs
and health food stores.

Vitamins, Mineral and Herbs. The Company markets a complete line of
vitamins and minerals, including multivitamins, multiminerals, antioxidants and
digestive enzymes. These products are offered in various forms (including
liquids, tablets, capsules, softgels and powdered drink mixes). In addition,
herbs and phytonutrients constitute a small but growing percentage of the net
sales of the Company. Herbs and phytonutrients, which are a growing category in
the nutritional supplement industry, are alternatives or

31
<PAGE> 33

complements to over-the-counter pharmaceutical products for consumers who seek a
more natural and preventative approach to their health care.

MAJOR BRANDS REPRESENTATIVE PRODUCTS
- ------------ -----------------------
Schiff vitamins......................... Multivitamins, multiminerals,
antioxidants and digestive
enzymes
Schiff herbs............................ Ginseng, garlic, ginkgo biloba and
echinacea
Excel................................... Ultra High Performance and High
Performance capsules
Prime Time.............................. Prime Time capsules and tablets

The Company's Schiff brand vitamin products are designed to provide
consumers with essential vitamins and minerals as supplements to their diet.
Schiff vitamins and minerals include multivitamins such as Single Day(R),
multiminerals such as Guided(R) Multiminerals Complex, individual vitamins and
minerals such as Vitamins C, E, and Calcium, specialty formulae such as PMS,
Menopause and DHEA, beta carotene and other antioxidants and B-complex. In
addition, the Company introduced Schiff's Melatonin in December 1995, which is a
natural hormone reported in the popular media to combat insomnia and jet lag.
Schiff vitamins are marketed primarily through health food stores but are also
sold through supermarkets and drug stores within the mass volume retail channel.

The Company markets various herbs (including ginseng, garlic, ginkgo biloba
and echinacea) under the Schiff brand primarily in health food stores. Through
its phytocharged supplement line distributed primarily through health food
stores, Schiff is a leader in the development and introduction of
phytonutrients, which are naturally-occurring compounds in plants that are
believed to promote health and prevent disease. These phytonutrients include
lycopene (the beta carotene relative that has been recently linked in the
popular media to lowering prostate cancer risk) and beta glucan (an extract from
oats that is the soluble fiber believed to be responsible for lowering blood
cholesterol levels).

The Company markets certain of its vitamins, minerals and herbal
supplements as energy enhancers under the Excel brand. Excel is the premier
herbal energy supplement line in GNC and health food stores nationwide. The
Company acquired the Excel brand in December 1993 to participate in the growing
market for energy enhancers. Excel's energy products include Ultra High
Performance and High Performance with Ginseng. All Excel products were
originally formulated with Ma Huang, an herb that naturally contains the
stimulant ephedrine; however, on September 1, 1996, the Company decided to
discontinue the manufacturing and marketing of products containing Ma Huang
which will be effective December 1, 1996. The Company now offers Ma Huang-free
alternatives (consisting of a unique proprietary blend of herbs) to all of its
Excel products. See "Recent Government Action and Adverse Publicity Regarding
Products Containing Ephedrine." While Excel targets health food stores for
herbal energy products, Great American Nutrition distributes such products
through mass volume retailers.

The Company's vitamins, minerals and herbs category consists of several
products targeting consumers in discrete demographic groups. For example, Great
American Nutrition's Prime Time is one of the first comprehensive health
programs utilizing vitamins and minerals designed specifically for men over age
40. Prime Time's nutritional supplements, exercise program and dietary
recommendations were developed to support energy, weight control, mental
alertness, prostate health and virility in men over 40. Prime Time is being
distributed primarily through mass volume retailers.

Diet. The Company is one of the leading suppliers to mass volume retailers
of natural products that utilize vitamins, herbs and other nutritional
supplements designed to promote weight control. The Company's diet products are
intended to support consumers' efforts in a number of weight control functions,
including metabolizing fat, suppressing the appetite, replacing meals and
providing low calorie, low fat snacks. The

32
<PAGE> 34

products are specifically formulated, packaged and priced to appeal to a wide
variety of consumers with different demographic characteristics and
physiological needs:

<TABLE>
<CAPTION>
MAJOR BRANDS REPRESENTATIVE PRODUCTS
------------ -----------------------
<S> <C>
Great American Nutrition..... Fat Burner drinks and supplements
Schiff....................... UltraLean capsules and tablets
American Body Building....... Ripped Force and Cutting Force energy beverages
Joe Weider Signature......... Fat Burner supplements
Metaform..................... Metaform Heat powdered drink mixes
Excel........................ Super Diet and Fat Burner capsules and tablets
Prime Time................... Prime Time capsules and tablets
</TABLE>

The Great American Nutrition brands, which are intended to support
consumers' efforts to reduce fat, are primarily distributed through mass volume
retailers. The Schiff brands, which are intended to aid in suppressing the
appetite, are primarily distributed through health food stores. The American
Body Building brands, which are intended to support consumers' efforts to reduce
fat and provide a low calorie source of energy, are primarily distributed
through the Company's exclusive distributors to health clubs and gyms. The Joe
Weider Signature and Metaform brands, which are intended to enhance the
consumers' efforts to control weight, support muscle growth and lose fat, are
primarily distributed through mass volume retailers and health food stores, such
as GNC. The Excel line, which is intended to aid in suppressing the appetite and
support consumers efforts to reduce fat, is distributed primarily through health
food stores. Prime Time, a comprehensive health program designed specifically
for men over age 40, is distributed primarily through mass volume retailers.

Healthy Snacks. The Company's healthy snacks category includes its Fi-Bar
and Tiger's Milk product lines. The Fi-Bar product line is comprised of Fat Free
Granola bars and fruit and nut bars coated with yogurt, chocolate or carob made
without hydrogenated fats. The October 1995 acquisition of the American
Nutrition Bars' manufacturing facility and Fi-Bar brand positions the Company to
be a major private label bar manufacturer and adds another well-known healthy
snack bar line to its Tiger's Milk brand. The Tiger's Milk product line, which
as been marketed for over 30 years, includes seven nutrition bars that supply
significant amounts of protein, vitamins and other essential nutrients with less
fat than a traditional candy bar.

<TABLE>
<CAPTION>
MAJOR BRANDS REPRESENTATIVE PRODUCTS
------------ -----------------------
<S> <C>
Tiger's Milk................. Tiger's Milk nutrition bars
Fi-Bar....................... Fat Free Fi-Bars
</TABLE>

The Tiger's Milk and Fi-Bar brands, which are intended to provide consumers
with a healthy alternative to traditional snack foods and candy bars, are
primarily distributed through mass volume retailers.

Private Label. The Company manufactures capsules, tablets, beverages,
nutrition bars and powdered drink mixes for more than 30 other marketers of
nutritional supplements. These independent marketers, or private label
customers, market the Company's products under their own brand name. The Company
believes private label manufacturing provides opportunities to enhance
profitable growth through increased efficiencies from greater use of operating
capacities. In addition, the Company believes private label manufacturing allows
it to hone its ability to innovate new products.

PRODUCT DEVELOPMENT

The Company strives to be a leader in nutritional supplement product
development and intends to continue its commitment to research and development
to create new brands and product line extensions. The Company believes it is
important to develop new products in the nutritional supplement industry in
order to capitalize on new market opportunities, to strengthen relationships
with customers by meeting demand and to increase market share. In addition, the
Company believes that continually introducing new products is important to
preserving and enhancing gross margins due to the relatively short life cycle of
some products.

33
<PAGE> 35

Recently developed products are an important component to the Company's total
product mix. For example, products introduced in the last fiscal year accounted
for 21% of the Company's fiscal 1996 sales.

As a result of the Company's product development history, the Company
believes that it has built a reputation in the nutritional supplement industry
for innovation in both branded and private label products. The Company has
pioneered a number of innovations in the nutritional supplement industry,
including: (i) the development of the first domestic source of melatonin with
consistent quality, supply and cost; (ii) the introduction of garcinia cambogia,
a popular weight loss ingredient; (iii) the production of the first high-
protein, low carbohydrate beverage; and (iv) the retail introduction of the
first carotenoid complex product. The Company is in various stages of
development with respect to new product concepts that will augment its existing
product lines.

Due to the importance of new product introductions in the nutritional
supplement industry, the Company continues to make product development a
priority. The Company averaged $1.5 million in annual expenditures for research
and development for the last two fiscal years and has budgeted $2.7 million for
research and development in fiscal 1997. The Company is increasing its
commitment to research and development by hiring additional technical personnel,
purchasing additional research and development equipment, including data and
formulation software, and acquiring pilot lines for nutrition bars, beverages,
tablets and capsules. In addition, the Company has begun sponsoring research and
clinical trials at universities and medical centers.

SALES AND DISTRIBUTION

As part of its multi-brand, multi-channel strategy, the Company markets its
branded nutritional products through each key distribution channel. The
Company's major distribution channels are mass volume retailers, health food
stores and other channels, including its network of exclusive distributors to
health clubs and gyms, international markets and private label manufacturing.
The Company is pursuing a multi-channel distribution strategy to increase sales
and market share, reduce its dependence on any one distribution channel and
target specific markets for its nutritional supplement products. The products
consist of 12 brands and are available in over 38,000 retail outlets in all 50
states. In addition to servicing a number of domestic retail outlets directly,
the Company also sells its products through a network of distributors in the
United States and abroad.

The Company is one of the leading suppliers of branded nutritional
supplements to mass volume retailers and sells its nutritional supplements to
every major nutritional supplement distributor servicing health and nutritional
stores. The following table shows some of the Company's principal customers in
each distribution channel:

<TABLE>
<CAPTION>
MASS VOLUME RETAILERS HEALTH FOOD STORES OTHER
- ---------------------- ------------------ -----
<S> <C> <C>
Wal-Mart GNC Private label customers
Walgreens Tree-of-Life American Bodybuilding Beverages
Sam's Club Stow Mills Military commissaries
Price Costco Nature's Best Bally's Health and Fitness Clubs
American Drug Super Nutrition Gold's Gym
Kmart Nutra Source Boots (U.K.)
Fred Meyer North Farm Coop Holland & Barrett (U.K.)
Thrifty/Payless L&H Vitamins Corte Ingles (Spain)
Albertson's Threshold Enterprises Decathalon (France)
Target
</TABLE>

The Company's largest customers, GNC and Wal-Mart, accounted for
approximately 16% and 10%, respectively, of net sales in fiscal 1996, compared
to approximately 26% and 5%, respectively, of net sales in fiscal 1995. The
dollar amount of the Company's sales in fiscal 1996 to GNC and Wal-Mart grew by
30% and 317%, respectively, over the previous year. The Company has 26 other
major customers each of which produced sales of between 0.5% and 5% of the
Company's net sales in fiscal 1996 and, collectively, accounted for 58% of net
sales in fiscal 1996. The loss of GNC or Wal-Mart as a customer, the loss of a
significant number of other major customers, or a significant reduction in
purchase volume by or financial difficulty of

34
<PAGE> 36

such customers, for any reason, could have a material adverse effect on the
Company's results of operations or financial condition. See "Risk
Factors -- Dependence on Significant Customers."

International Markets. The Company believes significant opportunities
exist for nutritional supplement products in international markets. The Company
has positioned itself to take advantage of such opportunities through its
acquisition of Weider U.K. and Weider Spain and the anticipated acquisition of
certain assets from Weider Sports Equipment. After the acquisition of Weider
Spain, the Company has the capability to manufacture nutritional supplements in
Spain and market nutritional supplements throughout continental Europe,
including Italy, Germany, France, Belgium, the Netherlands, Luxembourg, Portugal
and Spain. Weider Sports Equipment currently markets nutritional supplements to
South America, Russia and the Pacific Rim. These acquisitions will provide the
Company with the rights to manufacture and market nutritional supplements
worldwide, excluding Australia and Japan. In addition, the Company has
manufacturing capabilities in the United Kingdom as a result of an agreement
with an indirect subsidiary of Archer Daniels Midland. Approximately, 1.3%, or
$2.5 million, of the Company's fiscal 1996 sales were derived from the United
Kingdom. See "Certain Relationships and Related Party Transactions -- Certain
International Acquisitions and Royalty Arrangements."

MARKETING AND CUSTOMER SALES SUPPORT

A comprehensive promotional program and extensive advertising, in
combination with a large, well-trained sales force and superior customer service
standards, have been integral to the Company's growth. These factors have
enhanced brand name recognition of the Company's products and positioned it as a
leader in the nutritional supplement industry. A key part of the Company's
strategy is to help educate consumers about innovative, safe and beneficial
nutritional supplement products. The Company's marketing and advertising
expenditures were approximately $11.3 million in fiscal 1996, $6.7 million in
fiscal 1995, and $4.9 million in fiscal 1994.

The Company promotes its products in more than 37 consumer magazines, such
as Newsweek, People, Cosmopolitan, Self, Parade, Martha Stewart Living, Woman's
Day, Family Circle and Mademoiselle and trade magazines, such as Whole Foods,
Vitamin Retailer, Mass Market Retailer and Chain Drug Review. In addition to
these publications, the Company advertises in several magazines published by
Weider Publications Inc. ("Weider Publications"), an affiliate of the Company,
including: Muscle and Fitness, Flex, Shape, Men's Fitness, and Senior Golfer.
Weider Publications also features editorials on nutritional products, providing
nutritional supplement consumers with further research and information. See
"Certain Relationships and Related Party Transactions." The Company also
maintains several Internet sites.

The Company participates in consumer education by sponsoring and attending
various sporting events, including leading professional body building
competitions such as The Mr. Olympia, The Arnold Schwarzenegger Classic and 45
local National Physique Committee bodybuilding competitions. In addition, the
Company plays an active role in supporting industry and consumer advocate
organizations for nutritional products. The Company also promotes its products
at numerous trade and consumer shows representing all current distribution
channels. In addition, the Company expects to pay endorsements to professional
and amateur athletes in order to promote a positive image for the Company's
nutritional products.

The Company is committed to providing superior service both to retailers
and consumers. The Company's sales and marketing team consists of approximately
80 professionals organized by distribution channel enabling the Company to
quickly service the needs of both retailers and consumers. The Company believes
that up-to-date reporting and hands-on management allow its sales team to be
responsive to consumer needs for new products, creating promotions and producing
extensive marketing support materials.

International Markets. Through the acquisition of Weider U.K. and Weider
Spain and the anticipated acquisition of certain assets from Weider Sports
Equipment, the Company has increased its presence in the major international
markets for nutritional supplements. Sales offices and staff in London, Madrid
and Montreal and distributors in every major international market other than
Japan and Australia, will be headed by a vice president of sales and marketing
based in Utah and will form the foundation for the Company's future growth and
expansion in international markets.

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<PAGE> 37

MANUFACTURING AND PRODUCT QUALITY

The Company has invested in manufacturing to meet the growing demand for
nutritional supplement products, to ensure continued operating efficiencies and
to maintain high product quality standards. The Company manufactures over 80% of
its branded products. The Company's products are currently manufactured in four
separate facilities in Salt Lake City, Utah; Irwindale, California; Walterboro,
South Carolina; and City of Industry, California. However, the Company has
consolidated many of its operations in its main distribution center and
headquarters in Salt Lake City, Utah. Consistent with its commitment to
capturing an increasing share of the growing nutritional supplement market, the
Company is building a new facility in Salt Lake City, Utah (the "New Facility").

Existing Salt Lake City Facility. In addition to being the Company's main
distribution center and corporate headquarters, the 152,000 square-foot existing
Salt Lake City facility also contains the dry powder manufacturing operation for
the Company, which includes blending, bottling and packaging of powdered drink
mixes. The facility can produce over 400,000 pounds of powdered drink mixes
daily and prepare for shipment 65,200 packages of various sizes per day. The dry
powder manufacturing operation can simultaneously run seven packaging lines
giving the Company the flexibility to produce powdered drink mixes in a variety
of packages, including cans, jugs, bags, boxes, buckets and packets. The Company
plans to maintain all domestic powdered drink mix manufacturing in the existing
facility after completion of the New Facility in mid-1997. In addition,
information systems will be expanded in fiscal 1997; the Company's existing
AS400 hardware will be upgraded to double existing capacity and the Company's JD
Edwards software will be upgraded to increase all distribution, manufacturing
and multilingual/multicurrency capacities. The Company can operate the facility
with three manufacturing shifts, but typically dedicates two shifts to
manufacturing and the third to sanitation, maintenance and change-over. The
facility also produces powdered drink mixes for private label companies and
international customers. In addition to its manufacturing capabilities, the
facility contains quality control and research and development labs.

Future Salt Lake City Facility. In response to increased sales and the
anticipated increase in demand for nutritional supplements, the Company has
leased a 418,000 square-foot manufacturing, warehouse and office facility
located in Salt Lake City, Utah. This facility is being built specifically for
the Company and is expected to become operational in mid-1997. The New Facility
will more than double current distribution capacity. All office, distribution
and bar manufacturing operations will be consolidated in the New Facility. In
addition, the New Facility will have 85,000 square-feet of capacity for
manufacturing capsules and tablets to supplement Nion's manufacturing facility.
Raw materials and finished products will be stored within the New Facility,
utilizing Automated Guided Vehicles, narrow aisles and radio frequency
technology. The New Facility will also contain an order picking module called
the "pick tunnel," a 560-foot-long racking unit that holds 1,012 SKUs in a
four-level structure. The system is designed to provide high-speed distribution
and has the software capabilities to run up to 13 customer orders
simultaneously. The Company expects the new system will improve the current rate
at which the Company selects and sorts orders at its distribution facility. With
this new system, the Company expects to be able to ship directly to customers
and fulfill orders with greater accuracy. In addition to the 24 acres on which
the New Facility is being built, the Company purchased an additional 10
contiguous acres for future expansion. See "Business -- Properties."

Nion Facility. The Nion capsule and tablet manufacturing facility is
located in Irwindale, California. The 95,000 square-foot facility operates under
pharmaceutical Good Manufacturing Practices ("GMP") and holds an
over-the-counter drug license. A number of the Company's products, including
those of Great American Nutrition and Schiff, as well as private label products,
are produced in this state-of-the-art facility, which can produce over 18
million capsules and tablets per day and operates 24 hours-per-day, six days per
week. The facility can also fill 85,000 bottles per day on six high-speed
packaging lines. In addition to its manufacturing capabilities, the facility
contains product quality and research and development labs. In order to meet
growing demand, Nion expanded in Southern California by 34,000 square-feet in
June 1996 to 129,000 square-feet, and will further expand with another 85,000
square-feet in the New Facility. The Company expects the expansion will allow
Nion to produce the Company's products along with its additional private label
business for the foreseeable future.

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<PAGE> 38

American Bottling and Beverage Facility. The American Bottling and
Beverage facility, which manufactures American Body Building beverages, is
located in Walterboro, South Carolina and supplies beverages across North
America and Europe. This plant began producing beverages under the American Body
Building label in December 1995 and currently has the capacity to bottle 480,000
bottles per day. The 55,000 square-foot facility is on a ten-acre site with
access to the port of Charleston. The site allows for expansion up to another
50,000 square-feet, allowing for increases in both manufacturing and warehousing
capacity. With the current production lines, the Company believes the capacity
exists to meet projected volumes for the next three years. The Company can
operate the facility on three manufacturing shifts, but typically dedicates two
shifts to manufacturing and the third to sanitation, maintenance and
change-over. The Company has entered into an arrangement with a bottle supplier
whose plant will be constructed adjacent to the American Bottling and Beverage
facility. The new bottling plant, which will open in August of 1996, is expected
to reduce the Company's freight costs, increase supply and reduce on-hand bottle
inventory.

American Nutrition Bars Facility. The American Nutrition Bars facility in
City of Industry, California produces nutrition bars. The 60,000 square-foot
plant produces Tiger's Milk and Fi-Bar products as well as private label
nutrition bars. The facility can blend 128,000 pounds of ingredients and can
extrude 880,000 bars per day. The Company can operate the facility on three
manufacturing shifts, but typically dedicates two shifts to manufacturing and
the third to sanitation, maintenance and change-over. The state-of-the-art
extrusion equipment gives American Nutrition Bars the flexibility to produce a
wide array of bars in many forms and shapes. The Company plans to close the City
of Industry facility and relocate the American Nutrition Bars operations to the
New Facility in mid-1997. With the move to the New Facility, an additional line
will be added to increase bar manufacturing capacity.

Quality Standards. The Company is committed to meeting the highest quality
standards in the industry. The Company's manufacturing facilities are in the
initial evaluation and implementation phases of ISO 9000 certification. As part
of this process, all testing and inspection procedures performed by more than 35
quality control professionals are standardized and periodically evaluated for
compliance. Each of the Company's manufacturing sites is equipped with
microbiology and quality control laboratories. Samples are evaluated using
visual and flavor profiles as well as analytical testing using high pressure
liquid chromatography, atomic absorption, a UV fluorometer, thin layer
chromatography and infrared spectrophotometric equipment. The Company's products
are also subject to extensive shelf life stability testing through which the
Company determines the effects of aging on its products. The Company's product
retention program allows the Company to maintain samples from each product batch
shipped and to analyze such samples to ensure product quality. Certified outside
laboratories are used routinely to evaluate the Company's laboratory performance
and to supplement its testing capabilities.

Purchasing. The Company focuses on purchasing raw materials from the
highest quality-cost effective vendors and sources its raw materials and
purchased goods from over 275 different qualified vendors. The Company orders
and purchases a majority of its raw materials from its Salt Lake City
headquarters, allowing the Company to benefit from volume purchasing discounts.

Distribution. The Company's main distribution center is currently located
within the 152,000 square-foot Salt Lake City facility, however, each satellite
facility has the capability to ship directly to customers. In addition to its
domestic distribution facilities, the Company has distribution capabilities in
the United Kingdom and Spain and anticipates acquiring distribution facilities
in Canada. The recent acquisition of Weider Spain enables the Company to
manufacture nutritional supplements in Spain and market nutritional supplements
throughout continental Europe, including Italy, Germany, France, Belgium, the
Netherlands, Luxembourg, Portugal and Spain. Weider Sports Equipment currently
markets nutritional supplements to South America, Eastern Europe and the Pacific
Rim. These acquisitions will provide the Company with the rights to manufacture
and market nutritional supplements worldwide, excluding Australia and Japan. The
Company expects that its distribution capacity will be more than doubled as a
result of the construction of the New Facility. The majority of the distribution
capacity currently located in the Salt Lake City facility will be moved to the
New Facility and each satellite facility in California and South Carolina will
maintain the capability to ship directly to customers.

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<PAGE> 39

COMPETITION

The nutritional supplement industry consists of six principal types of
suppliers: independent health food suppliers, who focus primarily on vitamins
and nutritional supplements; mass volume retail suppliers, who sell nutritional
products that have mass appeal; gym and health club product companies; direct
sale and mail order marketers; private label manufacturers; and major
pharmaceutical companies. The majority of competitors in the nutritional
supplement industry are small marketing operations focused on one or two of
these distribution channels.

The Company does not compete with any one competitor in all of its
distribution channels. The Company's primary competitors in the independent and
natural health food market include Nature's Way, Nutraceuticals, Solgar, Twinlab
and EAS. In the mass volume retail market, competitors include Amerifit,
Richardson Labs, Slim-Fast, Thompson Medical and Cybergenics. Gyms and health
club suppliers include Costello's, Nature's Best and Science Foods. In the
direct sale and mail order markets, competitors include Amrion, Amway, Nu-Skin,
Usana and in the private label manufacturing market, competitors include GNP,
Pharmavite, Leiner, Tishcon and Northridge Labs. In addition, large
pharmaceutical companies and packaged food and beverage companies compete with
the Company on a limited basis in the nutritional supplement market. Increased
competition from such companies could have a material adverse effect on the
Company as they have greater financial and other resources available to them and
possess extensive manufacturing, distribution and marketing capabilities far
greater than those of the Company.

The Company believes that by reacting quickly to market changes, scientific
discoveries and competitive challenges, the Company will continue to compete
effectively in the nutritional supplement industry. As the nutritional
supplement industry grows and evolves, the Company believes retailers will rely
heavily on suppliers, such as the Company, that can respond quickly to new
opportunities, support them with production capacity and flexibility, and
provide innovative and high margin products. In addition, retailers have begun
to align themselves with suppliers, such as the Company, who are financially
stable, aggressively market a broad portfolio of products and offer superior
customer service. The Company believes it has a distinct competitive advantage
over other nutritional supplement companies because of its portfolio of
recognized brands, multiple distribution channels and state-of-the-art
manufacturing capabilities. The Company's financial, marketing and manufacturing
resources allow it to support advertising and marketing brand campaigns and
quickly develop, manufacture and innovate new product concepts in response to
industry trends.

REGULATION

The manufacturing, packaging, labeling, advertising, distribution and sale
of the Company's products are subject to regulation by one or more governmental
agencies, the most active of which is the FDA, which regulates the Company's
products under the FDCA and regulations promulgated thereunder. The Company's
products are also subject to regulation by the FTC, the CPSC, the USDA and the
EPA. The Company's activities are also regulated by various agencies of the
states, localities and foreign countries to which the Company distributes its
products and in which the Company's products are sold. The FDCA has been amended
several times with respect to dietary supplements, most recently by the NLEA and
the DSHEA.

The Company is a party to the Order with the FTC, which was signed by the
Parent in 1985. Pursuant to the Order, the Company is prohibited from making
certain advertising claims relating to the muscle building capabilities of
Anabolic Mega Paks and Dynamic Life Essence. In connection with the Company's
other food products, the Company is similarly prohibited from making these
claims unless the Company is able to substantiate such claims. In 1986, the
Parent was required to pay a maximum amount of $400,000 pursuant to the Order as
reimbursements to purchasers of Anabolic Mega Paks and Dynamic Life Essence. To
the extent such reimbursements amounted to less than $400,000, the Parent was
required pursuant to the Order to pay the remainder to a designated research
center for the study of the relationship between nutrition and muscular
development. The Parent has paid all amounts required to be paid under the
Order. In September 1991, the FTC informed the Company that the FTC had reviewed
the several compliance reports which had been filed from March 1986 through and
including June 20, 1991 and no action was planned at such time. Although the

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<PAGE> 40

Company has received occasional inquiries from the FTC regarding compliance
matters since September 1991, the FTC has not taken any formal action regarding
the Company's compliance with the Order.

The Company manufactures certain products pursuant to contracts with
customers who distribute the products under their own or other trademarks. Such
customers are subject to governmental regulations in connection with their
purchase, marketing, distribution and sale of such products, and the Company is
subject to such regulations in connection with the manufacture of such products
and its delivery of services to such customers. However, the Company's contract
manufacturing customers are independent companies, and their labeling, marketing
and distribution of such products is beyond the Company's control. The failure
of these customers to comply with applicable laws or regulations could have a
material adverse effect on the Company.

The Company has a number of individuals dedicated to regulatory compliance,
including a Vice President of Quality Control, a Director of Regulatory Affairs
and a Vice President of Research, in addition to a number of outside legal
consultants. The Vice President of Quality Control is responsible for conforming
each of the Company's manufacturing facilities to applicable GMPs and federal
and state regulations. The Director of Regulatory Affairs' responsibilities
include ensuring that all product packaging and advertising comply with FDA and
FTC requirements and serving as the primary liaison between the Company and the
Company's outside patent consultants. The Vice President of Research is
responsible for submitting structure/function claims to the FDA and validating
any technical claims made in any of the Company's advertising or packaging.

EMPLOYEES

At May 31, 1996, the Company employed approximately 447 persons, of whom
approximately 264 were in management, sales, purchasing, logistics and
administration and approximately 183 were in manufacturing. Additionally, the
Company utilizes temporary employees in some of its manufacturing processes. For
fiscal 1996, the Company's temporary employment expense was approximately $3.8
million. The Company is not party to, and does not expect to be a party to, any
collective bargaining arrangements.

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<PAGE> 41

PROPERTIES

The Company operates the following facilities:

<TABLE>
<CAPTION>
LOCATION FUNCTION AGGREGATE SPACE LEASE/OWN
-------- -------- --------------- ---------
<S> <C> <C> <C>
Salt Lake City, UT Company headquarters; 152,000 square feet Own
manufacturing and distribution
center for capsules and
tablets, powdered drink mixes
and nutrition bars
Irwindale, CA Capsule and tablet manufacturing 129,000 square feet Lease
City of Industry, CA Nutritional bar manufacturing 60,000 square feet Lease
Walterboro, SC Liquids manufacturing 55,000 square feet Own
</TABLE>

The Company owns a 152,000 square-foot, state-of-the-art distribution,
manufacturing and office facility in Salt Lake City, Utah, which it has occupied
since December 1993. This facility has served as the Company's international
executive offices for management, sales and administration. In addition, this
facility is the distribution center for capsules and tablets, powdered drink
mixes and nutrition bars and provides 47,000 square feet for powdered drink mix
manufacturing operations. The Company also leases 67,000 square feet of
warehouse space in Salt Lake City.

The Company leases three separate facilities in Irwindale, California,
aggregating approximately 129,000 square feet for capsule and tablet
manufacturing operations. Capsules and tablets, sold by the Company under the
brand names Schiff, Excel, and Great American Nutrition, are produced in these
facilities, along with capsules and tablets for private label customers.

The Company leases two buildings in City of Industry, California,
aggregating approximately 60,000 square-feet for nutritional bar manufacturing
operations, which were acquired October 15, 1995. Nutrition bars sold under the
brand names Fi-Bar and Tiger's Milk are produced at this facility, along with
nutrition bars for private label customers. The nutrition bar manufacturing
operations will be moved to the New Facility in 1997 and the City of Industry
operations will be closed.

The Company owns a 55,000 square-foot liquids manufacturing facility in
Walterboro, South Carolina. This state-of-the-art facility produces drinks such
as American Body Building beverages sold through independent distributors and
produces other beverages sold under the Great American Nutrition label to mass
volume retail distributors. The liquids manufacturing operation formerly located
on Long Island, New York, was acquired on January 1, 1995, and subsequently
moved to Walterboro, South Carolina.

The Company has entered a lease for the 418,000 square-foot New Facility,
which is expected to be operational by mid-1997. The lease agreement governing
the New Facility is for an initial term of 16 years with two 5-year renewal
options.

TRADEMARKS AND PATENTS

At September 1, 1996 the Company had approximately 70 trademark
registrations and approximately 100 trademark applications pending with the
United States Patent and Trademark Office. The Company's policy is to pursue
registrations for all of the trademarks associated with its key products. The
Company protects its legal rights concerning its trademarks and is currently
enforcing several trademarks against infringement by litigation, both in the
United States and in foreign countries, including litigation pertaining to its
registered trademark Fat Burners(R). See "Business -- Legal Matters."

40
<PAGE> 42

unauthorized use is being made (provided, however, that an unauthorized third
party user has not, prior to the registration date, perfected its common law
rights in the trademark in that geographical area. The Company intends to
register its trademarks in certain foreign jurisdictions where the Company's
products are sold. However, the protection available in such jurisdictions may
not be as extensive as the protection available to the Company in the United
States. See "Risk Factors -- Intellectual Property Protection."

Currently, the Company has three patent applications submitted to the
United States Patent and Trademark Office. One such patent is currently under
review and two others have provisional applications on file, with the full
applications expected to be filed before the end of 1996. The Company expects
definitive action from the United States Patent and Trademark Office sometime in
late 1997.

LEGAL MATTERS

Because the Company manufactures products designed to be ingested, it faces
the risk that materials used for the final products may be contaminated with
substances that may cause sickness or other injury to persons who have used the
products. Although the Company maintains production and operating standards
designed to prevent such events, certain portions of the process of product
development, including the production, harvesting, storage and transportation of
raw materials, along with the handling, transportation and storage of finished
products delivered to consumers, are not within the control of the Company.
Furthermore, sickness or injury to persons may occur if products manufactured by
the Company are ingested in dosages which exceed the dosage recommended on the
product label. The Company cannot control misuse of its products by consumers or
the marketing, distribution and resale of its products by its customers. With
respect to product liability claims in the United States, the Company has $1.0
million per occurrence and $1.0 million in aggregate liability insurance subject
to self-insurance retention of $25,000. In addition, if claims should exceed
$1.0 million, the Company has excess umbrella liability insurance of up to $25.0
million which it expects to increase to $90.0 million prior to the Offerings.
However, there can be no assurance that such insurance will continue to be
available, or if available, will be adequate to cover potential liabilities. The
Company generally does not obtain contractual indemnification from parties
supplying raw materials or marketing its products and, in any event, any such
indemnification is limited by its terms and, as a practical matter, to the
creditworthiness of the indemnification party. In the event that the Company
does not have adequate insurance or contractual indemnification, product
liabilities relating to defective products could have a material adverse effect
on the Company.

The Company and its subsidiary, Schiff Products, Inc. ("Schiff Products"),
together with other distributors, manufacturers and retailers of L-Tryptophan,
are defendants in actions in federal and state courts seeking compensatory and,
in some cases, punitive damages for alleged personal injuries resulting from the
ingestion of products containing allegedly contaminated L-Tryptophan. The
Company acquired Schiff Products pursuant to an asset acquisition transaction in
1989. Schiff Products was a distributor of L-Tryptophan, but neither the Company
nor Schiff Products ever distributed products that are the subject of the
lawsuits. In each lawsuit, the L-Tryptophan products were shipped by the entity
from whom the Company purchased the trademark Schiff and other assets in 1989.
The Company and Schiff Products have entered into an indemnification agreement
(the "Indemnification Agreement") with Showa Denko America ("SDA"), a U.S.
subsidiary of a Japanese corporation, Showa Denko, K.K. ("SDK"). SDA appears to
have been the supplier of all the allegedly contaminated L-Tryptophan. Under the
Indemnification Agreement, SDA agreed to assume the defense of all claims
arising out of the ingestion of L-Tryptophan products, pay all legal fees and
indemnify the Company and its affiliates against liability in any action if it
is determined that a proximate cause of the injury sustained by the plaintiff in
the action was a constituent of the raw material sold by SDA to Schiff Products,
or was a factor for which SDA or any of its affiliates was responsible, except
to the extent that action by the Company or Schiff Products proximately
contributed to the injury, and except for certain claims relating to punitive
damages. SDK has posted a revolving irrevocable letter of credit for the benefit
of the indemnified group if SDA is unable or unwilling to satisfy any claims or
judgments. SDK has unconditionally guaranteed the payment obligations of SDA
under the Indemnification Agreement. Although the Company believes that the
prospect of a material adverse effect on the Company's results of operations or
financial condition arising from these lawsuits is remote and no provision in
the Company's financial statements has

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<PAGE> 43

been made for any loss that may result from these actions, no assurance can be
given that such lawsuits would not have a material adverse effect on the results
of operations or financial condition of the Company. See "Risk
Factors -- Products Liability."

The Company has filed suit against one of its competitors for infringement
of the Company's federally registered trademark Fat Burners(R). The defendant
has petitioned the United States Patent and Trademark office to cancel the Fat
Burners(R) registered trademark and the Company is opposing such petition. The
defendant had filed a motion for summary judgment, which was denied and the case
is still in the discovery stage.

The Company is presently engaged in various other legal actions, and,
although ultimate liability cannot be determined at the present time, the
Company currently believes that the amount of any such liability from these
other actions and the lawsuits described in the preceding paragraphs, after
taking into consideration the Company's insurance coverage, will not have a
material adverse effect on its results of operations and financial condition.

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<PAGE> 44

MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The table below sets forth the names and ages at August 31, 1996 of the
executive officers and directors and certain key senior executives of the
Company.

<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE
OFFICERS AGE POSITION
- -------------------------- --- --------
<S> <C> <C>
Eric Weider............... 33 Director and Chairman of the Board
Richard B. Bizzaro........ 54 Chief Executive Officer, President and Director
Robert K. Reynolds........ 39 Chief Operating Officer, Executive Vice President,
Secretary and Director
Ronald L. Corey........... 57 Director
Roger H. Kimmel........... 49 Director
George F. Lengvari........ 54 Director
Richard J. Renaud......... 49 Director
</TABLE>

<TABLE>
<CAPTION>
KEY EMPLOYEES
-------------
<S> <C> <C>
Richard A. Blair.......... 37 Senior Vice President -- Sales
Richard S. Kashenberg..... 40 Senior Vice President and President and Chief
Executive Officer of Nion
Stephen J. Krzeski........ 35 Senior Vice President -- Operations
David P. Mastroianni...... 37 Senior Vice President -- Research and Development
Stephen D. Young.......... 42 Senior Vice President -- Finance and Chief Financial
Officer
</TABLE>

Eric Weider has been a director of the Company since June 1989, Chairman of
the Board since August 1996 and is currently President and Chief Operating
Officer of the Parent. Mr. Weider also serves as a member of the board of
directors of a number of public and private companies in the United States and
Canada, including the Parent and Mpact Immedia Corporation. Mr. Weider is also
the President of the Joe Weider Foundation.

Richard B. Bizzaro has been Chief Executive Officer, President and a
director of the Company since June 1990. Prior to his appointment as Chief
Executive Officer and President of the Company, he was Vice President of Sales
for the Parent, responsible for sales at Weider Nutrition and Weider Exercise
Equipment. Mr. Bizzaro has worked for the Company, the Parent or one of the
Parent's affiliates since 1983.

Robert K. Reynolds has been Executive Vice President, Chief Operating
Officer and Secretary of the Company since July 1992 and a director of the
Company since January 1994. Mr Reynolds joined the Company in September 1990 as
Chief Financial Officer. Mr. Reynolds, a certified public accountant, is
primarily responsible for all operations and each senior vice president reports
directly to him.

Ronald L. Corey has been a director of the Company since August 1996. Mr.
Corey has been President of the Club de Hockey Canadien Inc. (the Montreal
Canadiens) and the Molson Center Inc. since 1982. In addition, between 1985 and
1989, Mr. Corey held the position of Chairman of the Board and director of the
Montreal Port Corporation. Mr. Corey has served as a director of numerous
companies, including Banque Laurentienne, Reno-Depot Inc. and Transamerica Life
Companies.

Roger H. Kimmel has been a director of the Company since August 1996. Mr.
Kimmel has been a partner at the law firm of Latham & Watkins for more than five
years. Mr. Kimmel is a director of Algos Pharmaceutical Corporation and TSR
Paging Inc.

George F. Lengvari has been a director of the Company since August 1996.
Mr. Lengvari has been Vice Chairman of the Parent since June 1995 and Chairman
of Weider Publications U.K. since September 1995. Prior to joining the Parent,
Mr. Lengvari was a partner for 22 years in the law firm Lengvari Braman and is
currently of counsel to the law firm LaPointe Rosenstein. Mr. Lengvari currently
serves as a member of the board of directors of the Parent.

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<PAGE> 45

Richard J. Renaud has been a director of the Company since November 1993
and was Chairman of the Board of the Company from October 1994 to August 1996.
Mr. Renaud has been Chairman of the Board and Chief Executive Officer of the
Parent since November 1993. Prior to joining the Parent, Mr. Renaud served as
Vice Chairman of Investment and Merchant Banking for Benvest Capital Inc. from
1992 to 1994 and as Vice Chairman of Investment and Merchant Banking for Dundee
Bancorp Inc. from 1987 to 1992. Mr. Renaud currently serves as a member of the
board of directors of a number of public and private companies, including Dundee
Bancorp Inc., Marleau Lemire Inc., G.T.C. Transcontinental Inc., Radiomutuel
Inc., Micro Tempus Inc., CS Resources Inc., Mpact Immedia Corporation, Yorbeau
Resources Inc., Northbrock Capital Inc. and MountRoyal Capital Inc.

Richard A. Blair has been Senior Vice President -- Sales of the Company
since January 1994. Mr. Blair is primarily responsible for overseeing the
national sales force and distribution channels and for directing marketing,
creative and advertising strategies. Mr. Blair joined the Company in June 1991
and prior thereto was Director of Sales and Marketing at Tunturi Sports
Equipment Company, which he joined in 1984.

Richard S. Kashenberg has been Senior Vice President of the Company since
June 1995. Mr. Kashenberg also serves as Chief Executive Officer and President
of Nion and, prior to June 1995, Mr. Kashenberg was employed solely in that
capacity. He is primarily responsible for all capsule and tablet manufacturing,
as well as for the private label capsule and tablet business. Mr. Kashenberg
founded Nion in 1982.

Stephen J. Krzeski has been Senior Vice President -- Operations since
January 1994. From July 1992 to January 1994, Mr. Krzeski was Vice
President -- Operations of the Company. Prior to joining the Company, Mr.
Krzeski held operations management and engineering positions at Kraft General
Foods Inc. Mr. Krzeski is primarily responsible for distribution, purchasing and
manufacturing of powdered drink mixes, nutrition bars and liquids.

David P. Mastroianni has been Senior Vice President -- Research and
Development since January 1994. From July 1992 to January 1994, Mr. Mastroianni
was Vice President of Schiff. Prior to joining the Company, Mr. Mastroianni was
Technical Director at Solgar Vitamin and Herb Company from 1985 until July 1992.
Mr. Mastroianni is primarily responsible for scientific research, formulations,
new product development and product quality control.

Stephen D. Young has been Senior Vice President and Chief Financial Officer
of the Company since January 1994. Mr. Young joined the Company in September
1993. He is responsible for all finance, accounting, information systems, human
resources, administration and due diligence on acquisitions. Mr. Young is a
certified public accountant and, prior to September 1993, was Vice President
Finance at First Health Strategies, which he joined in 1983.

The Bylaws of the Company provide for a Board of Directors of at least
three but not more than 15 directors. In accordance with the Bylaws, the Board
of Directors has fixed the number of directors at nine, leaving two vacancies
which the Parent expects to fill with independent directors promptly after the
Offerings, with the first of such independent directors being selected within
three months after the Offerings and the second being selected within six months
after the Offerings. The Certificate of Incorporation provides that holders of
Class B Common Stock have the right to 10 votes on all matters presented to
stockholders of the Company for vote, including the election of directors. As a
result, the Parent, as the holder of all of the outstanding shares of Class B
Common Stock, will have the right to elect all of the directors of the Company.
Directors will be elected at the annual meeting of stockholders, except for
vacancies filled by the Board of Directors, and each director will hold office
until his successor is elected and qualified; provided, however, unless
otherwise restricted by the Company's Certificate of Incorporation or law, any
director or the entire Board of Directors may be removed, either with or without
cause, from the Board of Directors at any meeting of stockholders by a majority
of the votes cast and entitled to be voted at that meeting. Officers serve at
the discretion of the Board of Directors. See "Description of Capital
Stock -- Common Stock."

The Board of Directors intends to create an Audit Committee which will
include independent directors and will review the results and scope of the audit
and other services provided by the Company's independent auditors. The Board of
Directors also intends to create a Compensation Committee and will designate a

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<PAGE> 46

committee consisting of independent directors to review all material related
party transactions. The Board of Directors will appoint members to these
committees prior to the completion of the Offerings.

DIRECTOR COMPENSATION

Members of the Board of Directors who are not employees of the Company will
receive (i) an annual fee of approximately $15,000, (ii) fees for each Board
meeting attended and for service on each committee of the Board of Directors of
approximately $1,000 to $1,500 per meeting attended, and (iii) options to
purchase shares of Class A Common Stock in amounts not yet determined. The
Company will also reimburse all directors for their expenses incurred in
connection with their activities as directors of the Company. Directors who are
also employees of the Company receive no compensation for serving on the Board
of Directors.

COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company did not have a Compensation Committee during fiscal 1996.
Officers' compensation during fiscal 1996 to officers other than Messrs. Bizzaro
and Reynolds was determined by the Chief Executive Officer and Chief Operating
Officer and approved by the Compensation Committee of the Parent. Officers'
compensation during fiscal 1996 to Messrs. Bizzaro and Reynolds was determined
by the Compensation Committee of the Parent. The Parent's Compensation Committee
consisted of Messrs. Eric Weider, Ben Weider, George F. Lengvari and Richard J.
Renaud.

EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to the
compensation paid by the Company for services rendered to the Company in all
capacities for the fiscal years ended May 31, 1996, 1995 and 1994 to its Chief
Executive Officer and to its four most highly paid executive officers other than
the Chief Executive Officer (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------- --------------- OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS/SARS(1) COMPENSATION(2)
- --------------------------- ---- -------- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Richard B. Bizzaro.................... 1996 $270,000 $425,476 2.0 $15,900
Chief Executive Officer and 1995 250,000 168,371 2.0 15,908(3)
President 1994 220,000 132,000 3.0 15,908
Robert K. Reynolds.................... 1996 200,000 283,651 1.33 15,900
Chief Operating Officer, Executive 1995 170,000 112,247 1.33 15,908(3)
Vice President and Secretary 1994 140,000 112,477 2.0 15,908
Richard A. Blair...................... 1996 145,000 141,826 0.6 15,900
Senior Vice President -- Sales 1995 125,000 50,000 0.6 15,908
1994 110,000 33,000 -0- 15,908
Richard S. Kashenberg(4).............. 1996 175,000 141,826 0.6 7,312
Senior Vice President; Chief Execu- 1995 -- -- -- --
tive Officer and President of Nion 1994 -- -- -- --

Stephen D. Young(5)................... 1996 110,000 93,605 0.6 8,100
Senior Vice President -- Finance and 1995 100,000 37,416 0.6 8,108
Chief Financial Officer 1994 64,442 24,674 -0- 8,108
</TABLE>

- ---------------
(1) The Company entered into Management Incentive Agreements pursuant to which
certain employees of the Company were granted performance units as incentive
compensation. See "-- Management Incentive Agreements."

(2) Other compensation for Messrs. Bizzaro, Reynolds and Blair includes matching
contributions to the Company's 401(k) plan in 1996, 1995 and 1994, health
insurance premium payments by the Company in 1996, 1995 and 1994, long-term
disability premium payments by the Company in 1996, 1995 and 1994,
automobile allowances provided by the Company in 1996, 1995 and 1994 and
life insurance premium payments by the Company in 1996, 1995 and 1994.
(Footnotes continued on next page)

45
<PAGE> 47
(3) Excludes amounts paid by the Parent to such executive in connection with the
partial conversion of performance units. See "-- Management Incentive
Agreements."

(4) The Company began compensating Mr. Kashenberg on September 1, 1995. Other
compensation for Mr. Kashenberg includes club membership dues paid by the
Company in 1996, automobile allowances paid by the Company in 1996, life
insurance premium payments by the Company in 1996, matching contributions to
the Company's 401(k) plan in 1996 and health insurance premium payments by
the Company in 1996, long-term disability premium payments by the Company in
1996.

(5) The Company began compensating Mr. Young on September 14, 1993. Other
compensation for Mr. Young includes matching contributions to the Company's
401(k) plan in 1996, 1995 and 1994, health insurance premium payments by the
Company in 1996, 1995 and 1994, long-term disability premium payments by the
Company in 1996, 1995 and 1994, and life insurance premium payments by the
Company in 1996, 1995 and 1994.

PERFORMANCE UNIT GRANTS

The following table sets forth information on performance unit grants made
by the Company under the Management Incentive Agreements in fiscal 1995. The
Company intends to pay amounts due upon the conversion of such performance units
in connection with the Offerings with Class A Common Stock or, at the election
of the recipient, in cash and Class A Common Stock.

PERFORMANCE UNIT GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES UNITS BASE APPRECIATION
UNDERLYING GRANTED TO VALUE FOR UNITS TERM(3)
UNITS EMPLOYEES IN PER EXPIRATION --------------------
NAME GRANTED(#)(1) FISCAL YEAR UNIT(2) DATE 5% 10%
- ---- ------------- ------------ ------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Richard S. Kashenberg......... 6.0 100.0% $23,633 -- $89,290 $226,277
</TABLE>

- ---------------

(1) The performance units granted under the Company's Management Incentive
Agreement with Mr. Kashenberg, do not have an expiration date but are
subject to termination upon the occurrence of certain events related to
termination of Mr. Kashenberg's employment for cause. The performance units
were granted to Mr. Kashenberg effective June 1, 1995 and vest as follows:
10% on June 1, 1995; 10% on May 31, 1996; and 10% each May 31, thereafter
until all 6.0 performance units have vested.

(2) Upon the occurrence of certain events, including the Offerings, the
conversion of each vested performance unit will yield a number of shares
equal to a fraction the numerator of which is an amount equal to the excess
of (i) the fair market value of such performance unit as of the date of such
event over (ii) the base value of such performance unit and the denominator
of which is the initial public offering price. For purposes of the foregoing
calculation, "fair market value" of a performance unit is equal to a
fraction the numerator of which is the aggregate fair market value as of the
date of the conversion event of all of the Company's net equity which is
directly or indirectly attributable to the capital stock issued and
outstanding on the grant date (i.e. 1,195.17 shares of Common Stock) and the
denominator of which is 1,195.17 and "base value" of a performance unit as
of any date is equal to a fraction the numerator of which is that portion of
the Company's consolidated book value as of such date attributable to the
Company's capital stock that was outstanding as of the grant date (i.e.,
$28.1 million) and the denominator of which is 1,195.17.

(3) Represents the hypothetical gains or "spread" that would exist for the
performance units granted to Mr. Kashenberg at the end of their ten year
vesting period. These gains are based on assumed rates of annual compound
base value appreciation of 5% and 10% from the date the performance unit was
granted to the end of the performance unit vesting term and are calculated
based on the base value per share on the date of grant. Such 5% and 10%
assumed annual compound rates of stock price appreciation are mandated by
the rules of the Securities and Exchange Commission and do not represent the
Company's estimate or projection of the future Class A Common Stock price.

FISCAL YEAR END PERFORMANCE UNIT VALUES

The following table sets forth for each of the Named Executive Officers the
value realized from performance units exercised during fiscal 1996 and the
number and value of exercisable and unexercisable performance units held at May
31, 1996:

<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES PERFORMANCE UNITS PERFORMANCE UNITS
ACQUIRED ON VALUE --------------------------- ---------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard B. Bizzaro............. -- -- -- 22.56 -- $ 584,868
Robert K. Reynolds............. -- -- -- 15.04 -- 389,912
Richard A. Blair............... -- -- -- 6.0 -- 82,248
Richard S. Kashenberg.......... -- -- -- 6.0 -- 55,476
Stephen D. Young............... -- -- -- 6.0 -- 82,248
</TABLE>

46
<PAGE> 48

MANAGEMENT INCENTIVE AGREEMENTS

The Company has management incentive agreements (the "Management Incentive
Agreements") pursuant to which certain employees of the Company (the
"Recipients") have been granted performance units ("Performance Units") as
incentive compensation. In addition to the grants in the table above, in the
first quarter of fiscal 1997, the Company granted supplemental Performance Units
to each Recipient in the following amounts: Mr. Bizzaro received 13.5
supplemental Performance Units; Mr. Reynolds received 9.0 supplemental
Performance Units and each of the other senior executive officers of the Company
received 1.2 supplemental Performance Units.

The Performance Units entitle the Recipients to a cash payment or, at the
option of the Company, shares of Class A Common Stock upon the conversion of the
Performance Unit. In accordance with the terms of the Management Incentive
Agreements, the Performance Units may be converted by the Recipients upon the
occurrence of any of the following events (each a "Conversion Event"): the
merger, consolidation or sale of all or substantially all of the assets of the
Company; the acquisition of 50% or more of the fair market value of the
outstanding capital stock of the Company by persons who were not direct or
indirect stockholders of the Company as of the grant date; the initial public
offering by the Company of its common stock; or the termination of the
employee's employment with the Company for any reason, including death or
disability.

Performance Units granted to such employees generally vest as follows: 10%
vest on the grant date with an additional 10% vesting on the first anniversary
of the grant date and each subsequent anniversary thereafter until all such
Performance Units have vested. In addition, the Management Incentive Agreements
provide that any unvested Performance Units: (a) will be partially accelerated
upon the merger, consolidation or sale of all or substantially all of the assets
of the Company, the acquisition of 50% or more of the fair market value of the
outstanding capital stock of the Company by persons who were not direct or
indirect stockholders of the Company as of the grant date or the initial public
offering by the Company of its stock; and (b) will be fully accelerated upon any
involuntary termination of the employee's employment at the initiative of the
Company (other than a termination for cause). The Company modified the
Management Incentive Agreements, effective simultaneously with the Offerings, to
provide for the vesting of all unvested Performance Units granted to each of
Messrs. Bizzaro and Reynolds. One-third of the Performance Units granted to
Recipients other than Messrs. Bizzaro and Reynolds will be accelerated in
connection with the Offerings and the remainder of each such Recipient's
unvested Performance Units will be cancelled.

Recipients (other than Messrs. Bizzaro and Reynolds) whose unvested
Performance Units will be cancelled in connection with the Offerings will
receive grants of restricted Class A Common Stock, valued at the base value of
the unvested Performance Units being cancelled, as consideration for the
cancellation of such Performance Units. Such shares of restricted Class A Common
Stock will not be transferable prior to the expiration of the transfer
restriction, which will lapse as such shares vest. The vesting schedule for the
restricted shares shall be as follows: 20% of such shares on the first
anniversary of grant, with 20% vesting on each subsequent anniversary until all
such restricted shares have vested. If any Recipient of restricted shares
terminates his employment with the Company, the Company will have the option to
repurchase such Recipient's restricted shares at the base value of such shares.

Simultaneously with the Offerings, which constitute a Conversion Event, the
Company intends to pay in full the amounts owed to Recipients under the
Management Incentive Agreements in Class A Common Stock or, at the election of
the Recipients, in cash and Class A Common Stock, with the number of shares of
such Class A Common Stock to be determined using the initial public offering
price in the Offerings and with the amount of cash to be paid not to exceed 50%
of the value of such Recipient's Performance Units. The Company will also make
available to each Recipient (other than Messrs. Bizzaro and Reynolds) a loan the
principal amount of which will not exceed 50% of the taxes payable by such
Recipient in connection with his conversion of any Performance Units. Shares of
Class A Common Stock received by a Recipient will not have been registered
pursuant to the Securities Act and may be resold by the Recipient only pursuant
to an effective registration statement, pursuant to Rule 144 or pursuant to
another exemption under the Securities Act.

47
<PAGE> 49

In connection with a payment to the Recipients upon consummation of the
Offerings, the Company expects to issue not more than shares of Class
A Common Stock to Recipients under the Management Incentive Agreements, assuming
an initial public offering price of $ , the midpoint of the range set
forth on the cover page of this Prospectus. The estimated pro forma impact on
the financial statements of the Company of payments under the Management
Incentive Agreements is summarized as follows.

<TABLE>
<CAPTION>
ESTIMATED ESTIMATED
MINIMUM MAXIMUM
IMPACT IMPACT
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Performance Unit Conversion:
Class A Common Stock to be issued to Recipients...... $ 15,000 $ 30,000
Cash paid to Recipients.............................. 5,000 10,000
-------- --------
Total Performance Unit conversion................. $ 20,000 $ 40,000
======== ========
Pro Forma Income Statement Impact:
Compensation expense recognized by Company........... $ 20,000 $ 40,000
Corporate income tax benefit......................... (8,000) (16,000)
-------- --------
One-time charge to net income..................... $ 12,000 $ 24,000
======== ========
Pro Forma Cash Flow Impact:
Cash paid to Recipients.............................. $ (5,000) $(10,000)
Loans to Recipients for personal income taxes........ (5,000) (10,000)
Cash income tax benefit.............................. 8,000 16,000
-------- --------
Net reduction in cash............................. $ (2,000) $ (4,000)
======== ========
Pro Forma Balance Sheet Impact:
Net reduction in cash................................ $ (2,000) $ (4,000)
Loans to Recipients for personal income taxes........ 5,000 10,000
-------- --------
Net increase in assets............................ $ 3,000 $ 6,000
======== ========
Decrease to retained earnings........................ $(12,000) $(24,000)
Increase in paid-in capital for stock conversion..... 15,000 30,000
-------- --------
Net increase in stockholders' equity.............. $ 3,000 $ 6,000
======== ========
</TABLE>

As a result of the conversion of $20,000 to $40,000 in Performance Units
upon the Offerings, the Company will record a one-time after-tax compensation
expense of between $12,000 and $24,000 during the second quarter of fiscal 1997.
In addition, the Company will have a net cash outflow during the second quarter
of between $2,000 and $4,000 due to the partial payment of amounts owed to
Recipients in cash and loans made to Recipients for personal income taxes
payable by such Recipients in connection with the conversion of their
Performance Units, which would be offset by the cash income tax benefit
associated with the non-cash compensation expense as a result of the conversion.
With respect to pro forma balance sheet impacts, the Company expects an increase
to stockholders' equity during the second quarter of between $3,000 and $6,000
reflecting the conversion of Recipients' Performance Units into Class A Common
Stock and the reduction in retained earnings due to the associated compensation
charge.

In connection with the vesting of restricted shares granted to Recipients
(other than Messrs. Bizzaro and Reynolds) for unvested Performance Units
cancelled in connection with the Offerings, the Company expects an annual,
non-cash, pre-tax compensation expense of between $700,000 to $1.0 million per
year for the next five years.

All Recipients are subject to the short-swing profits rules under Section
16(b) of the Exchange Act. Pursuant thereto and Section 83(b) of the Code, each
recipient may elect, within 30 days after the issuance to him of such Class A
Common Stock, to be taxable thereon as of the date of issuance on the basis of
the fair market value of such Class A Common Stock as of such date. If such
election is not made, then such

48
<PAGE> 50

Recipient will be taxable upon the expiration of the six month period set forth
in Section 16(b) on the basis of the fair market value of such Class A Common
Stock on such date. The Company will repurchase from each Recipient, at the
initial public offering price, that number of shares of such Class A Common
Stock as will be sufficient to provide such Recipient with cash sufficient to
satisfy such tax liability in connection with such issuance. By agreement with
each Recipient, the Company shall withhold such cash to make payment on behalf
of each Recipient to the applicable taxing authority.

EMPLOYEE PROFIT SHARING BONUS PLAN

The Company in the past has granted, and expects to continue to grant,
bonuses to employees under a nonqualified profit sharing program. Under this
program, the Board of Directors or a committee appointed thereby, at its
discretion, may grant bonuses following the end of a fiscal year in an aggregate
amount of up to 9% of the Company's income before income taxes and bonuses for
such fiscal year. For the fiscal year ended May 31, 1996, the Company incurred
bonus expenses of $2,300,000, representing 8.2% of income before bonuses of
$28,086,000. Of the $2,300,000, $1,273,594 was paid to the senior executives,
who earn a fixed percentage of income before bonus upon achievement of over 85%
of budget. These fixed percentages for the seven senior executives is as
follows:

<TABLE>
<CAPTION>
PERCENT OF INCOME
BEFORE BONUS
-----------------
<S> <C>
Richard B. Bizzaro........................................... 1.50%
Robert K. Reynolds........................................... 1.00
Richard A. Blair............................................. 0.50
Richard S. Kashenberg........................................ 0.50
Stephen D. Young............................................. 0.33
Other senior executive officers.............................. 0.66
-----
4.49%
=====
</TABLE>

In addition to the senior executives, the identity of bonus recipients and
the amount of any bonus will be determined by the Compensation Committee of the
Board of Directors in consultation with the Chief Executive Officer and the
Chief Operating Officer.

EMPLOYEE BENEFIT PLANS

The Company has adopted a 401(k) profit sharing plan. The plan is available
to all United States employees with at least three months of service who have
attained the age of 18. Participants may defer up to 15% of their pre-tax
earnings, subject to certain limitations arising under federal income tax laws.
The Company matches up to 50% of each employee's contributions, limited by 5% of
his pre-tax earnings and $3,750 per year. Company contributions vest in five
equal annual installments beginning with the third year of service.

The Company also maintains for all of its full-time employees health and
major medical insurance, dental insurance, long-term disability and accidental
death and dismemberment insurance. Term life insurance is provided to each full
time employee in an amount equal to such employee's annual base salary up to a
maximum coverage of $50,000.

49
<PAGE> 51

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial
ownership of the Common Stock at August 31, 1996, after giving effect to the
Exchange. The table indicates beneficial ownership for (i) each person who is
known by the Company to beneficially own more than 5% of any class of the Common
Stock, (ii) each of the Company's directors, (iii) each Named Executive Officer
and (iv) all directors and executive officers as a group.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO THE OFFERINGS(1) AFTER THE OFFERINGS
-------------------------------------- --------------------------------------
PERCENT OF
NUMBER PERCENT NUMBER PERCENT TOTAL VOTING
------------------ ----------------- ------------------ ----------------- POWER AFTER
NAME CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B THE OFFERINGS
---- ------- -------- ------- ------- ------- -------- ------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Weider Health and Fitness(2).... -- 1,029.87 --% 100.0% -- 1,029.87 --% 100.0%
21100 Erwin Street
Woodland Hills, CA 91367
Hornchurch Investments
Ltd.(3)....................... 149.37 -- 90.4 -- -- --
Atlantic House
4-8 Circular Road
Douglas, Isle of Man
Bayonne Settlement(4)........... 11.95 -- 7.2 -- -- --
24 Union Street
St. Helier, Jersey (U.K.)
Eric Weider..................... -- -- -- -- -- --
Richard B. Bizzaro.............. -- -- -- -- -- --
Robert K. Reynolds.............. -- -- -- -- -- --
Richard J. Renaud............... -- -- -- -- -- --
Ronald L. Corey................. 3.98 -- 2.4 -- -- --
Roger H. Kimmel................. -- -- -- -- -- --
George F. Lengvari.............. -- -- -- -- -- --
Richard A. Blair................ -- -- -- -- -- --
Richard S. Kashenberg........... -- -- -- -- -- --
Steve D. Young.................. -- -- -- -- -- --
All executive officers and
directors as a group (10
persons)...................... 3.98 -- 2.4 -- -- --
</TABLE>

- ---------------
(1) For purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares at a given date which such person has
the right to acquire within 60 days after such date. For purposes of
computing the percentage of outstanding shares held by each person or group
of persons named above on a given date, any security which such person or
persons has the right to acquire within 60 days after such date is deemed to
be outstanding but is not deemed to be outstanding for the purpose of
computing the percentage of ownership of any other person.

(2) Messrs. Weider, Renaud and Lengvari, as executive officers and directors of
the Parent, may be deemed to share beneficial ownership of the shares shown
as beneficially owned by the Parent. Such persons disclaim beneficial
ownership of such shares. In addition, shares beneficially owned by the
Parent exclude shares held by Hornchurch, Bayonne and Mr. Corey, which such
parties have agreed to vote as directed by the Parent.

(3) Hornchurch is a corporation organized under the laws of the Isle of Man and
is controlled by a trust, the beneficiaries of which are the non-Canadian
resident children of Richard J. Renaud. The trust that controls Hornchurch
is administered by an independent trustee. Mr. Renaud disclaims beneficial
ownership of such shares.

(4) Bayonne Settlement is a trust organized under the laws of Jersey (U.K.), of
which family members of George F. Lengvari are included among the
beneficiaries. Bayonne Settlement is administered by an independent trustee.
Mr. Lengvari disclaims beneficial ownership of such shares.

50
<PAGE> 52

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

CLASS B DIVIDEND

In connection with the Offerings, the Company intends to pay to the Parent
(the sole holder of Class B Common Stock) a one-time dividend in the amount of
$18.0 million at the closing of the Offerings. See "Use of Proceeds" and
"Description of Capital Stock -- Common Stock."

PARENT NOTE

Under the terms of the Parent Note, the Company is obligated to pay to the
Parent the principal amount of $15.0 million on the same terms as those
applicable to the New Credit Agreement.

ADVERTISING AGREEMENT

The Company and Weider Publications are parties to an Advertising Agreement
(the "Advertising Agreement") pursuant to which the Company will have the right
to purchase advertising from Weider Publications each month at a price below
that charged to unaffiliated third party advertisers. The advertising the
Company purchases under the Advertising Agreement will be priced at the direct
production cost per page (the "Ad Page Rate") for each publication. The Ad Page
Rate for each publication will be determined on an annual basis in accordance
with the terms of the Advertising Agreement. Should Weider Publications develop
or acquire new publications during the term of the Advertising Agreement, the
Company will have the right, but not the obligation, to purchase advertising in
such publications on terms similar to those covering Weider Publications'
existing publications. The Advertising Agreement will have an initial four-year
term, will be renewable at the Company's option for an additional one-year term
and will be subject to termination by either party if certain specified events
occur, including a change of control of the Parent or an initial public offering
of Weider Publications. Although management believes that upon termination of
the Advertising Agreement the Company will be able to secure advertising at
similar rates, there can be no assurance that advertising at such rates will be
available.

CERTAIN INTERNATIONAL ACQUISITIONS AND ROYALTY ARRANGEMENTS

In connection with its strategy to expand its nutritional supplements
business in international markets, the Company has acquired or licensed from
related parties certain assets and rights. The Company has recently acquired
manufacturing facilities in the United Kingdom and Spain and licensed
distribution rights for Europe, South America, Eastern Europe and the Pacific
Rim. Such acquisitions and royalty arrangements result primarily from the
historical development of international business opportunities by Ben Weider.

Effective January 1, 1996, the Company acquired certain net assets and
customers in Europe of Weider U.K., a related party, for $1.5 million. Net
assets acquired amounted to $48,942 and were recorded at their historical cost.
The remaining excess purchase price of approximately $1.4 million plus other
acquisition costs amounting to $250,000 were charged to retained earnings as a
distribution to the Parent. The Company anticipates acquiring certain assets
related to the nutrition business of Weider Sports Equipment, a corporation
organized under the laws of the Province of Quebec, for $2.0 million in
September 1996. The certain assets of Weider Sports Equipment will be purchased
by Weider Nutrition Group (Canada) Limited ("Weider Nutrition Canada"), an
indirect subsidiary of the Company. Such acquisition will be effective as of
September 1, 1996. The purchase price was arrived at through negotiations
between Richard B. Bizzaro, the Chief Executive Officer and President of the
Company, and Ben Weider.

Pursuant to several license agreements effective June 1, 1994, Joe Weider,
Ben Weider, Weider Sports Equipment and the Parent (the "Licensors") licensed
the exclusive rights to use the Weider name and trademarks outside of the United
States, Canada and Mexico to Mariz Gestao E Investimentos Limitada ("Mariz"), a
company incorporated under the laws of Portugal and owned by a trust of which
the family members of George F. Lengvari, a director of the Company, are
included among the beneficiaries. Mariz agreed to pay a royalty to the Licensors
for the license. Pursuant to a proposed sublicense agreement between Mariz and
the Company, Mariz will grant the Company the exclusive right to use the Weider
name and

51
<PAGE> 53

trademarks outside the United States, Canada and Mexico as consideration for
royalty payments from the Company to Mariz. In addition to royalties required
under the sublicensing arrangements to be entered into with Mariz, the Company
expects to pay to Weider Sports Equipment royalties in connection with sales to
Canada.

The following table outlines the royalty arrangements the Company has
entered into and expects to enter into with respect to sales of its products:

<TABLE>
<CAPTION>
ESTIMATED
SALES
FOR YEAR ENDED
TERRITORY ROYALTY(1) MAY 31, 1996
--------- ---------- --------------
<S> <C> <C>
TRANSACTIONS COMPLETED AS OF 9/25/96
U.K. and Western Europe................. 3% of sales $8,000
Spain and Portugal...................... 3% of sales after 5 years 2,600
TRANSACTIONS EXPECTED TO BE COMPLETED
Canada.................................. Subject to negotiation 2,500
Remainder of the world.................. Subject to negotiation 3,900
</TABLE>

- ---------------

(1) Only to be paid in connection with sales of Joe Weider Signature, Victory
and Mega Mass products.

The Company is not required to pay any royalties with respect to sales of
its products in the United States and Mexico.

TRANSFER OF INTELLECTUAL PROPERTY

In July 1985, the Parent and Joe Weider entered into an agreement pursuant
to which the Parent was granted all rights, title and interest in and to a
system of weight training known as "The Weider System" and the exclusive right
to use of the name "Joe Weider" within the continental United States. As
consideration for such grants, the Parent agreed to pay Joe Weider approximately
$620,000 over seven years through May 31, 1992 and $250,000 for each year
thereafter for the rest of his lifetime. The Parent's right to use the "The
Weider System" and "Joe Weider" survives the death of Joe Weider. Since the
transfer by Joe Weider of such intellectual property to the Parent in 1985, the
Parent has developed approximately 70 related trademark registrations and
approximately 100 related trademark applications that are used in the
nutritional supplements business.

Effective September 1, 1996, the Parent assigned to the Company
substantially all such intellectual property. The Parent retained three
trademarks used in both the Company's nutritional supplements business and the
Parent's body building and exercise equipment divisions; however, the Parent
entered into a Trademark and License Agreement granting to the Company a
perpetual, royalty-free, fully paid license to use such trademarks for its
nutritional supplements business. In addition, each of Weider Nutrition, Schiff
Products and American Nutrition Bars assigned to the Company all trademarks it
owned and either registered in the United States or filed applications for
registration in the United States for the nutritional supplements business.

HORNCHURCH INVESTMENTS LIMITED

Effective June 1, 1994, the Company sold Common Stock representing a 15%
ownership interest to Hornchurch, a related party. As consideration for such
Common Stock, the Company received from Hornchurch certain equity and debt
instruments of Hornchurch. Concurrent with the sale of such Common Stock to
Hornchurch, the Company declared and paid a dividend of that consideration to
Parent. The sale was recorded at the net book value of the Common Stock issued
($4,114,338) and no gain or loss was recognized. Effective July 1, 1996, the
Parent transferred to Hornchurch the equity securities the Parent received from
the Company as a dividend for 29.87 shares of Common Stock and certain other
consideration, leaving Hornchurch with 149.37 shares of Common Stock or 12.5% of
the outstanding Common Stock of the Company.

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<PAGE> 54

TAX SHARING AND INDEMNIFICATION AGREEMENT

Prior to the consummation of the Offerings, the Company, on behalf of
itself and its subsidiaries, and the Parent, on behalf of itself and its
subsidiaries, will enter into a Tax Sharing and Indemnification Agreement (the
"Tax Agreement"). The Tax Agreement generally provides that the Parent is
responsible for all taxes due with respect to taxable periods ending on or prior
to the closing of the Offerings (other than taxes for such periods relating to
the Company and its subsidiaries, for which the Company is responsible) and that
the Company is responsible for taxes of the Company and its subsidiaries due
with respect to all subsequent taxable periods. Subject to certain limitations,
the Company (and its subsidiaries) will be indemnified by the Parent, and the
Parent (and its subsidiaries) will be indemnified by the Company, against
payment of a tax liability properly allocable to the other under the agreement.
In addition, the Tax Agreement generally supersedes a tax sharing agreement
between Weider Nutrition, on behalf of itself and its subsidiaries, and the
Parent (the "Prior Tax Sharing Agreement"). With certain exceptions, the Prior
Tax Sharing Agreement will be terminated as of the closing of the Offerings. The
Prior Tax Sharing Agreement generally allocated to Weider Nutrition liability
for taxes of Weider Nutrition and its subsidiaries, calculated as if Weider
Nutrition and its subsidiaries filed tax returns separately from the Parent.

CERTAIN RELATIONSHIPS OF DIRECTORS

Eric Weider, Chairman of the Board of Directors of the Company, is
currently President, Chief Operating Officer and a director of the Parent. Mr.
Renaud, a director of the Company, has been Chairman of the Board and Chief
Executive Officer of the Parent since November 1993. Mr. Lengvari, a director of
the Company, is currently Vice Chairman and a director of the Parent. Messrs.
Weider, Renaud and Lengvari will continue to serve as directors of the Parent
after the Offerings. In addition, Mr. Renaud's non-Canadian resident children
are beneficiaries under the trust that controls Hornchurch, which owns
approximately 90.4% of the Class A Common Stock outstanding prior to the
Offerings, and Mr. Lengvari's family members are included among the
beneficiaries under the Bayonne Settlement, a trust that owns 7.2% of the Class
A Common Stock outstanding prior to the Offerings. In addition, Mariz, a company
owned by a trust of which family members of George F. Lengvari, a director of
the Company, are included among the beneficiaries, was granted the exclusive
right to use the Weider name and trademarks outside of the United States, Canada
and Mexico. The Company expects to sublicense such rights from Mariz. See
"Certain Relationships and Related Party Transactions -- Transfer of
Intellectual Property."

Ronald L. Corey received fees from the Parent in connection with consulting
services rendered to the Parent in fiscal 1996. Latham & Watkins, of which Roger
H. Kimmel, a director of the Company, is a partner, performed legal services for
the Parent during the Parent's fiscal year ended May 31, 1996.

MANAGEMENT INCENTIVE AGREEMENTS

The Company entered into Management Incentive Agreements pursuant to which
certain employees of the Company were granted Performance Units as incentive
compensation. The Performance Units entitle the Recipients to a cash payment or,
at the option of the Company, shares of Class A Common Stock upon the conversion
of the Performance Units. In accordance with the terms of the Management
Incentive Agreements, the Performance Units may be converted by the Recipients
upon the occurrence of certain events, including the Offerings. Simultaneously
with the Offerings, the Company intends to pay in full the amounts owed to
Recipients under the Management Incentive Agreements in Class A Common Stock or,
at the election of the Recipient, in cash and Class A Common Stock, with the
number of shares of such Class A Common Stock to be determined using the initial
public offering price in the Offerings and with the amount of cash to be paid
not to exceed 50% of the value of such Recipient's Performance Units. In
connection with such payment, the Company expects to issue no more than
shares of Class A Common Stock to Recipients under the Management Incentive
Agreements, assuming an initial public offering price of $ , the
midpoint of the range set forth on the cover page of this Prospectus. See
"Management -- Management Incentive Agreements." In connection with the sale of
a sister subsidiary by the Parent, Messrs. Bizzaro and Reynolds converted an
aggregate of 12.4 Performance Units. As a result, Mr. Bizzaro received $531,777
and Mr. Reynolds received $354,517 for their converted Performance Units.

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LOAN TO MR. BIZZARO

The Company loaned Mr. Bizzaro, President and Chief Executive Officer of
the Company, $200,000 pursuant to a promissory note dated August 15, 1994.
Borrowings under the promissory note bear interest at the rate of 7% per annum
and mature on August 15, 2000. Borrowing under the note outstanding at the
closing of the Offerings will be offset by amounts payable to Mr. Bizzaro under
his Management Incentive Agreement. The note is secured by a deed of trust to
property owned by Mr. Bizzaro. At September 1, 1996, approximately $229,000 in
principal and interest was outstanding under the promissory note.

SURF CITY SQUEEZE

Surf City Squeeze is a customer of the Company that operates retail sales
outlets for beverages that contain certain of the Company's products. The
principal stockholders of Surf City Squeeze include the Parent, Messrs. Bizzaro,
Reynolds, Kimmel and Renaud, individually, and trusts of which (i) the family of
Mr. George F. Lengvari are included as beneficiaries and (ii) the non-Canadian
resident children of Mr. Richard J. Renaud are included as beneficiaries of Surf
City Squeeze. The Company had $754,000 in sales to Surf City Squeeze in fiscal
1996. The Company's products sold to Surf City Squeeze are competitively priced.
The Company is not the exclusive supplier of nutritional supplement products to
Surf City Squeeze.

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DESCRIPTION OF CAPITAL STOCK

Pursuant to the Company's Certificate of Incorporation, as in effect on the
date hereof, the Company's authorized capital stock consists of (i) 50 million
shares of Class A Common Stock, $.01 par value, (ii) 25 million shares of Class
B Common Stock, $.01 par value and (iii) 10 million shares of preferred stock,
$.01 par value (the "Preferred Stock"). The following summaries of certain
provisions of the Common Stock and Preferred Stock do not purport to be complete
and are subject to, and qualified in their entirety by, the provisions of the
Company's Certificate of Incorporation, which is included as an exhibit to the
Registration Statement of which this Prospectus forms a part, and by applicable
law.

COMMON STOCK

At September 1, 1996, there were 165.3 shares of Class A Common Stock
outstanding that were held by four stockholders of record and 1,029.87 shares of
Class B Common Stock outstanding held by the Parent. Each holder of Class A
Common Stock is entitled to one vote for each share held of record on the
applicable record date on all matters presented to a vote of stockholders,
including the election of directors. Each holder of Class B Common Stock is
entitled to ten votes per share on the applicable record date and is entitled to
vote, together with the holders of the Class A Common Stock, on all matters
which are subject to shareholder approval. The holders of shares of the Class A
Common Stock shall not have the right to convert their shares of Class A Common
Stock into any other securities of the Company. The holders of shares of the
Class B Common Stock at their election shall have the right, at any time or from
time to time, to convert any or all of their shares of Class B Common Stock into
shares of Class A Common Stock, on a one to one basis, by delivery to the
Company of the certificates representing such shares of Class B Common Stock
duly endorsed for such conversion.

Any shares of the Class B Common Stock that are transferred will
automatically convert into shares of the Class A Common Stock, on a one to one
basis effective as of the date on which certificates representing such shares
are presented for transfer on the books of the Company, unless transferred to a
Permitted Transferee. A Permitted Transferee generally means an affiliate of
the Parent. In certain circumstances set forth in the Certificate of
Incorporation, the change in ownership or control of a record or beneficial
holder of Class B Common Stock will also result in the conversion of such
holder's Class B Common Stock into Class A Common Stock. The Certificate of
Incorporation also provides that the Company will not register the transfer of
any shares of Class B Common Stock unless the transferee and the transferor of
such Class B Common Stock have furnished such affidavits and other proof as the
Company may reasonably request to establish that such proposed transferee is a
Permitted Transferee.

Subject to the rights of the holders of any outstanding Preferred Stock and
except for the Class B Dividend, each holder of Common Stock on the applicable
record date is entitled to receive ratably such dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available for that purpose. See "Dividend Policy." In the event of a
liquidation, dissolution or winding up of the Company, each holder of Common
Stock is entitled to share ratably in all assets remaining after payment of
liabilities, subject to prior distribution rights of Preferred Stock, if any,
then outstanding. In addition, the Certificate of Incorporation provides that in
the case of certain business combinations, all holders of the Common Stock shall
share ratably and equally in all consideration paid to stockholders of the
Company in connection with such business combination. Holders of Common Stock
have no cumulative voting rights or preemptive rights to purchase or subscribe
for any stock or other securities and there are no conversion rights or
redemption or sinking fund provisions with respect to such stock. All
outstanding shares of Common Stock are validly issued, fully paid and
non-assessable, and the shares of Class A Common Stock to be issued upon the
closing of the Offerings, when issued and sold as contemplated by this
Prospectus, will be validly issued, fully paid and nonassessable.

PREFERRED STOCK

The Company's Certificate of Incorporation authorizes 10 million shares of
Preferred Stock. The Board of Directors is authorized to divide the Preferred
Stock into one or more series and, with respect to each series,

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<PAGE> 57

to determine the preferences and rights and the qualifications, limitations, or
restrictions thereof, including the dividend rights, conversion rights, voting
rights, redemption rights and terms, liquidation preferences, sinking fund
provisions, the number of shares constituting the series and the designation of
such series. The Board of Directors may, without stockholder approval, issue
Preferred Stock with voting and other rights that could adversely affect the
voting power of the holders of Common Stock and could have certain anti-takeover
effects. There are currently no shares of Preferred Stock outstanding and the
Company has no current intention to issue any shares of Preferred Stock.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The Certificate of Incorporation provides that a director of the Company
will not be personally liable to the Company or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except in certain cases
where liability is mandated by the Delaware General Corporation Law (the
"DGCL"). The provision has no effect on any non-monetary remedies that may be
available to the Company or its stockholders, nor does it relieve the Company or
its directors from compliance with federal or state securities laws. The
Certificate of Incorporation and the Bylaws of the Company allow for
indemnification, to the fullest extent permitted by the DGCL, of any person who
is or was involved in any manner in any investigation, claim or other proceeding
by reason of the fact that such person is or was a director or officer of the
Company or is or was serving at the request of the Company as a director or
officer of another corporation, against all expenses and liabilities actually
and reasonably incurred by such person in connection with the investigation,
claim or other proceeding. Prior to the Offerings, the Company also plans to
obtain officer and director liability insurance with respect to certain matters,
including matters arising under the Securities Act.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

Following the consummation of the Offerings, the Company will be subject to
the "business combination" statute of the DGCL. In general, such statute
prohibits a publicly held Delaware corporation from engaging in various
"business combination" transactions with any "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an "interested stockholder," unless (i) the transaction is approved by
the board of directors of the corporation prior to the date the interested
stockholder obtained such status, (ii) upon consummation of the transaction
which resulted in the stockholder becoming an interested stockholder, the
interested stockholder owns at least 85% of the outstanding voting stock of the
corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the number of shares outstanding, those shares owned, by
(a) persons who are directors and also officers and (b) employee stock plans in
which employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange
offer, or (iii) on or subsequent to such date, the business combination is
approved by the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the affirmative vote of
at least 66 2/3 of the outstanding voting stock which is not owned by the
interested stockholder. A "business combination" includes mergers, asset sales
and other transactions resulting in a financial benefit to a stockholder. An
"interested stockholder" is a person who, together with affiliates and
associates, owns (or, within three years, did own) 15% or more of the
corporation's voting stock. The statute could prohibit or delay the
accomplishment of mergers or other takeover or change in control attempts with
respect to the Company and, accordingly, may discourage attempts to acquire the
Company.

SECTION 228 OF THE DELAWARE GENERAL CORPORATION LAW

Section 228 of the DGCL allows any action which is required to be or may be
taken at a special or annual meeting of the stockholders of a corporation to be
taken without a meeting with the written consent of holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted, provided that the certificate of incorporation
of such corporation does not contain a provision to the contrary. The
Certificate of Incorporation contains no such provision, and therefore, pursuant
to Section 228 and the Bylaws, stockholders holding a majority of the voting
power of the Common Stock will be able to effect most corporate

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<PAGE> 58

matters requiring stockholder approval by written consent, without the need for
a duly-noticed and duly-held meeting of stockholders. Following the consummation
of the Offerings, the Parent holdings of Class B Common Stock will represent
approximately % of the voting power of the Common Stock. See "Risk
Factors -- Control by Principal Stockholder."

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is The Bank of New
York. Its telephone number is (212) 815-2728.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the Offerings, there has been no market for the Common Stock of
the Company. Future sales of substantial amounts of Common Stock in the public
market following the Offerings, or the perception that such sales could occur,
could adversely affect the market price of the Common Stock.

Upon the completion of the Offerings, the Company will have
shares of Class A Common Stock outstanding and shares of Class B
Common Stock outstanding. Of these shares, the shares of Class A
Common Stock sold in the Offerings will be freely tradable without restriction
under the Securities Act, unless held by "affiliates" of the Company, as that
term is defined in Rule 144 under the Securities Act. The remaining
shares of Class A Common Stock and shares of Class B Common Stock held
by existing stockholders were issued and sold by the Company in reliance on
exemptions from the registration requirements under the Securities Act. These
shares may be sold in the public market only if registered, or pursuant to an
exemption from registration, such as the exemption provided by Rule 144 under
the Securities Act. Stockholders of the Company who, in the aggregate, hold
approximately % of the shares of outstanding Class A Common Stock and all
of the Class B Common Stock outstanding immediately prior to the completion of
the Offerings have entered into lock-up agreements under which such stockholders
have agreed not to offer, sell or otherwise dispose of any shares or securities
exchangeable for or convertible into shares of Common Stock owned by them for a
period of 180 days after the date of this Prospectus, without the prior written
consent of CS First Boston Corporation.

Approximately 90 days after the date of this Prospectus, the Company
intends to file a Registration Statement on Form S-8 covering shares issuable
under the 1996 Weider Nutrition International, Inc. Stock Option Plan, thus
permitting the resale of such shares in the public market without restriction
under the Securities Act, subject to restrictions on resale contained in the
1996 Weider Nutrition International Stock Option Plan.

Approximately shares of Common Stock will be available for sale
in the public market without restriction 90 days following the date of this
Prospectus pursuant to Rule 144 under the Securities Act. Upon expiration of the
lock-up agreements, shares of Common Stock will become available for
sale in the public market, subject in some cases to volume and manner of sale
limitations pursuant to Rule 144. The remaining shares held by
existing stockholders will become eligible for sale in the public market
pursuant to Rule 144 at various times over a period of less than two years
following the completion of the Offerings, subject in some cases to volume and
manner of sale limitations.

In general, under Rule 144 as currently in effect, commencing 90 days after
the date of this Prospectus, a person who has beneficially owned shares for at
least two years is eligible to sell in "broker's transactions" or to market
makers, within any three-month period, a number of shares that does not exceed
the greater of (i) one percent of the number of shares then outstanding
(approximately shares immediately after the Offerings) or (ii) the
average weekly trading volume of the Common Stock during the four calendar weeks
preceding such sale. Sales under Rule 144 are also generally subject to certain
notice requirements and to the availability of specified current public
information about the Company. Under Rule 144(k), a person who is not deemed to
have been an affiliate of the Company at any time during the 90 days preceding a
proposed sale, and who has beneficially owned the shares proposed to be sold for
at least three years, is entitled to sell such

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shares without having to comply with the manner of sale, volume limitation,
notice or public information provisions of Rule 144.

The Securities and Exchange Commission has proposed reducing the required
two-year holding period under Rule 144 to one year, and reducing the required
three-year holding period under Rule 144(k) to two years. The Company can make
no prediction as to when, if at all, such proposal will be adopted. If adopted,
such modifications will have a material effect on the times when shares of the
Common Stock become eligible for resale in the public market.

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CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS

The following is a general discussion of certain United States Federal tax
consequences of the acquisition, ownership and disposition of Class A Common
Stock by a holder that is an individual, corporation, estate or trust and, for
United States Federal income tax purposes, is not a "United States person" (a
"Non-United States Holder"). This discussion is based upon the United States
Federal tax law now in effect, which is subject to change, possibly
retroactively. For purposes of this discussion, a "United States person" means a
citizen or resident of the United States; a corporation, a partnership or other
entity created or organized in the United States or under the laws of the United
States or of any political subdivision thereof; or an estate or trust whose
income is includible in gross income for United States Federal income tax
purposes regardless of its source. This discussion does not consider any
specific facts or circumstances that may apply to a particular Non-United States
Holder. Prospective investors are urged to consult their tax advisors regarding
the United States Federal tax consequences of acquiring, holding and disposing
of Class A Common Stock, as well as any tax consequences that may arise under
the laws of any foreign, state, local or other taxing jurisdiction.

DIVIDENDS

Dividends paid to a Non-United States Holder will generally be subject to
withholding of United States Federal income tax at the rate of 30% (or at a
reduced tax treaty rate), unless the dividend is effectively connected with the
conduct of a trade or business within the United States by the Non-United States
Holder, in which case the dividend will be subject to the United States Federal
income tax on net income on the same basis that applies to United States persons
generally. In the case of a Non-United States Holder which is a corporation,
such effectively connected income also may be subject to the branch profits tax.
Non-United States Holders should consult their tax advisors concerning any
applicable income tax treaties that may provide for a lower rate of withholding
or other rules different from those described above.

GAIN ON DISPOSITION

A Non-United States Holder will generally not be subject to United States
Federal income tax on gain recognized on a sale or other disposition of Class A
Common Stock unless (i) the gain is effectively connected with the conduct of a
trade or business within the United States by the Non-United States Holder, (ii)
in the case of a Non-United States Holder who is a nonresident alien individual
and holds the Class A Common Stock as a capital asset, such holder is present in
the United States for 183 or more days in the taxable year of disposition and
either such individual has a "tax home" in the United States or the gain is
attributable to an office or other fixed place of business maintained by such
individual in the United States or (iii) the Company is or has been a "U.S. real
property holding corporation" for United States Federal income tax purposes
(which the Company does not believe that it is or is likely to become). Gain
that is effectively connected with the conduct of a trade or business within the
United States by the Non-United States Holder will be subject to the United
States Federal income tax on net income on the same basis that applies to United
States persons generally (and, with respect to corporate holders, under certain
circumstances, the branch profits tax) but will not be subject to withholding.
Non-United States Holders should consult their own tax advisors concerning any
applicable treaties that may provide for different rules.

FEDERAL ESTATE TAXES

Class A Common Stock owned or treated as owned by an individual who is not
a citizen or resident (for United States estate tax purposes) of the United
States at the date of death will be included in such individual's estate for
United States Federal estate tax purposes, unless an applicable estate tax
treaty provides otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING

The Company generally must report annually to the Internal Revenue Service
and to each Non-United States Holder the amount of dividends paid to, and the
tax withheld with respect to, such holder, regardless of

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whether any tax was actually withheld. This information may also be made
available to the tax authorities of a country in which the Non-United States
Holder resides.

Under temporary United States Treasury regulations, United States
information reporting requirements and backup withholding tax will generally not
apply to dividends paid on the Class A Common Stock to a Non-United States
Holder at an address outside the United States. Payments by a United States
office of a broker of the proceeds of a sale of the Class A Common Stock is
subject to both backup withholding at a rate of 31% and information reporting
unless the holder certifies its Non-United States Holder status under penalties
of perjury or otherwise establishes an exemption. Information reporting
requirements (but not backup withholding) will also apply to payments of the
proceeds of sales of the Class A Common Stock by foreign offices of United
States brokers, or foreign brokers with certain types of relationships to the
United States, unless the broker has documentary evidence in its records that
the holder is a Non-United States Holder and certain other conditions are met,
or the holder otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules will, in certain circumstances, be refunded or credited
against the Non-United States Holder's United States Federal income tax
liability, provided that the required information is furnished to the Internal
Revenue Service.

PROPOSED REGULATIONS

Under current United States Treasury regulations, dividends paid to an
address in a foreign country are presumed to be paid to a resident of that
country (unless the payor has knowledge to the contrary) for purposes of the
withholding discussed above and, under the current interpretation of United
States Treasury regulations, for purposes of determining the applicability of a
tax treaty rate. Under recently proposed United States Treasury regulations that
are proposed to be effective for payments made after December 31, 1997 (the
"Proposed Regulations"), however, a Non-United States Holder of Class A Common
Stock who wishes to claim the benefit of an applicable treaty rate would be
required to satisfy applicable certification requirements. Under the Proposed
Regulations, dividend payments would also be made subject to information
reporting and backup withholding unless these applicable certification
requirements are satisfied. In addition, under the Proposed Regulations, in the
case of Class A Common Stock held by a foreign partnership, (x) the
certification requirement would generally be applied to the partners of the
partnership and (y) the partnership would be required to provide certain
information, including a United States taxpayer identification number. The
Proposed Regulations also provide look-through rules for tiered partnerships.
There can be no assurance that the Proposed Regulations will be adopted or as to
the provisions that they will include if and when adopted in temporary or final
form.

UNITED STATES FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT

Under the Foreign Investment in Real Property Tax Act ("FIRPTA"), any
person who acquires a "United States real property interest" (as described
below) from a foreign person must deduct and withhold a tax equal to 10% of the
amount realized by the foreign transferor. In addition, a foreign person who
disposes of a United States real property interest generally is required to
recognize gain or loss that is subject to United States federal income tax. A
"United States real property interest" generally includes any interest (other
than an interest solely as a creditor) in a United States corporation unless it
is established under specific procedures that the corporation is not (and was
not for the prior five-year period) a "United States real property holding
corporation." The Company does not believe that it is a United States real
property holding corporation as of the date hereof, although it has not
conducted or obtained an appraisal of its assets to determine whether it is now
or will be a United States real property holding corporation. If it is not
established that the Company is not a United States real property holding
corporation, then, unless an exemption applies, shares of the Class A Common
Stock would be treated as United States real property interests. As discussed
below, however, an exemption should apply to the Class A Common Stock except
with respect to a Non-United States Holder whose beneficial ownership of Class A
Common Stock exceeds 5% of the total fair market value of the Class A Common
Stock.

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An interest in a United States corporation generally will not be treated as
a United States real property interest if, at any time during the calendar year,
any class of stock of the corporation is "regularly traded" on an established
securities market ("the regularly-traded exemption"). The Company believes that,
following the consummation of the Offerings, the Company's Class A Common Stock
will be regularly traded on an established securities market within the meaning
of the applicable regulations, although there can be no assurance that the Class
A Common Stock, if so traded, will remain regularly traded. The remainder of
this discussion assumes that the Class A Common Stock is and will remain
regularly traded on an established securities market.

The regularly-traded exemption is not available to a regularly traded
interest (such as the Class A Common Stock) if such interest is owned by a
person who beneficially owns (actually or constructively) more than 5% of the
total fair market value of that class of interests at any time during the
five-year period ending on the date of disposition of such interest or other
applicable determination date. Accordingly, except with respect to a sale or
other disposition of Class A Common Stock by a Non-United States Holder whose
aggregate beneficial ownership has exceeded that 5% threshold, no withholding or
income taxation under the FIRPTA rules should be required with respect to the
sale, exchange or other disposition of Class A Common Stock by a Non-United
States Holder.

Any investor that may approach or exceed 5% ownership, either alone or in
conjunction with related persons, should consult its own tax advisor concerning
the United States tax consequences that may result.

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UNDERWRITING

Under the terms and subject to the conditions contained in an Underwriting
Agreement, dated , 1996 (the "U.S. Underwriting Agreement"), the
underwriters named below (the "U.S. Underwriters"), for whom CS First Boston
Corporation, Salomon Brothers Inc and Hambrecht & Quist LLC are acting as
representatives (the "Representatives"), have severally but not jointly agreed
to purchase from the Company the following respective numbers of U.S. Shares:

<TABLE>
<CAPTION>
NUMBER OF
NAME OF U.S. UNDERWRITER U.S. SHARES
------------------------ -----------
<S> <C>
CS First Boston Corporation.............................................
Salomon Brothers Inc....................................................
Hambrecht & Quist LLC...................................................
-----------
Total.........................................................
===========
</TABLE>

The U.S. Underwriting Agreement provides that the obligations of the U.S.
Underwriters are subject to certain conditions precedent and that the U.S.
Underwriters will be obligated to purchase all of the U.S. Shares offered hereby
(other than those shares covered by the over-allotment option described below)
if any are purchased. The U.S. Underwriting Agreement provides that, in the
event of a default by a U.S. Underwriter, in certain circumstances the purchase
commitments of non-defaulting U.S. Underwriters may be increased or the U.S.
Underwriting Agreement may be terminated.

The Company has entered into a Subscription Agreement, dated ,
1996 (the "Subscription Agreement"), with the Managers of the International
Offering (the "Managers") providing for the concurrent offer and sale of the
International Shares outside the United States and Canada. The closing of the
U.S. Offering is a condition to the closing of the International Offering and
vice versa.

The Company has granted to the U.S. Underwriters and the Managers an
option, exercisable by CS First Boston Corporation ("CSFBC"), expiring at the
close of business on the thirtieth (30th) day after the date of this Prospectus,
to purchase up to additional shares at the initial public offering
price, less the underwriting discounts or commissions, all as set forth on the
cover page of this Prospectus. Such option may be exercised only to cover
over-allotments in the sale of the shares of Class A Common Stock offered
hereby. To the extent that this option to purchase is exercised, each U.S.
Underwriter and each Manager will become obligated, subject to certain
conditions, to purchase approximately the same percentage of additional shares
being sold to the U.S. Underwriters and the Managers as the number of U.S.
Shares set forth next to such U.S. Underwriter's name in the preceding table and
as the number set forth next to such Manager's name in the corresponding table
in the prospectus relating to the International Offering bears to the sum of the
total number of shares of Class A Common Stock in such tables.

The Company has been advised by the Representatives that the U.S.
Underwriters propose to offer the U.S. Shares in the United States and Canada to
the public initially at the public offering price set forth on the cover page of
this Prospectus and, through the Representatives, to certain dealers at such
price less a concession of $ per share, and the U.S. Underwriters and such
dealers may allow a discount of $ per share on sales to certain other
dealers. After the initial public offering, the public offering price and
concession and discount to dealers may be changed by the Representatives.

The public offering price, the aggregate underwriting discounts and
commissions per share and per share concession and discount to dealers for the
U.S. Offering and the concurrent International Offering will be identical.
Pursuant to an agreement between the U.S. Underwriters and Managers (the
"Intersyndicate Agreement") relating to the Offerings, changes in the public
offering price, concession and discount to dealers will be made only upon mutual
agreement of CSFBC, as representative of the U.S. Underwriters, and CS First
Boston Limited ("CSFBL") on behalf of the Managers.

62
<PAGE> 64

Pursuant to the Intersyndicate Agreement, each of the U.S. Underwriters has
agreed that, as part of the distribution of the U.S. Shares and subject to
certain exceptions, it has not offered or sold, and will not offer or sell,
directly or indirectly, any shares of Class A Common Stock or distribute any
prospectus relating to the Class A Common Stock to any person outside the United
States or Canada or to any other dealer who does not so agree. Each of the
Managers has agreed or will agree that, as part of the distribution of the
International Shares and subject to certain exceptions, it has not offered or
sold, and will not offer or sell, directly or indirectly, any shares of Class A
Common Stock or distribute any prospectus relating to the Class A Common Stock
in the United States or Canada or to any dealer who does not so agree. The
foregoing limitations do not apply to stabilization transactions or to
transactions between the U.S. Underwriters and the Managers pursuant to the
Intersyndicate Agreement. As used herein, "United States" means the United
States of America (including the States and the District of Columbia), its
territories, possessions and other areas subject to its jurisdiction, "Canada"
means Canada, its provinces, territories, possessions and other areas subject to
its jurisdiction, and an offer or sale shall be in the United States or Canada
if it is made to (i) any individual resident of the United States or Canada or
(ii) any corporation, partnership, pension, profit-sharing or other trust or
other entity (including any such entity acting as an investment advisor with
discretionary authority) whose office most directly involved with the purchase
is located in the United States or Canada.

Pursuant to the Intersyndicate Agreement, sales may be made between the
U.S. Underwriters and the Managers of such number of shares of Common Stock as
may be mutually agreed upon. The price of any shares so sold will be the public
offering price, less such amount as may be mutually agreed upon by CSFBC, as
representative of the U.S. Underwriters, and CSFBL, on behalf of the Managers,
but not exceeding the selling concession applicable to such shares. To the
extent there are sales between the U.S. Underwriters and the Managers pursuant
to the Intersyndicate Agreement, the number of shares of Class A Common Stock
initially available for sale by the U.S. Underwriters or by the Managers may be
more or less than the amount appearing on the cover page of this Prospectus.
Neither the U.S. Underwriters nor the Managers are obligated to purchase from
the other any unsold shares of Class A Common Stock.

The Company and all of its current stockholders, directors and officers
have agreed that they will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file, or cause to be filed,
with the Securities and Exchange Commission a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), relating to any
additional shares of its Common Stock or securities convertible into or
exchangeable or exercisable for any shares of its Common Stock, or publicly
disclose the intention to make any such offer, sale, pledge, disposal or filing,
without the prior written consent of CSFBC for a period of 180 days after the
date of this Prospectus, except for grants of employee stock options or rights
by the Company pursuant to a plan in effect on the date of this Prospectus,
issuances pursuant to the exercise of such options or rights and any filing of a
registration statement under the Securities Act with respect to any of the
foregoing permitted issuances or grants.

The U.S. Underwriters have reserved up to shares of Class A
Common Stock offered hereby for sale to certain directors, officers and
employees of the Company and its affiliates, business affiliates and related
persons who have expressed an interest in purchasing such reserved shares at the
initial public offering price. The number of shares available to the general
public will be reduced to the extent such employees purchase reserved shares.
Any reserved shares that are not so purchased by such employees will be offered
by the U.S. Underwriters to the general public on the same terms as the other
shares offered hereby.

The Company has agreed to indemnify the U.S. Underwriters and the Managers
against certain liabilities, including civil liabilities under the Securities
Act, or to contribute to payments that the U.S. Underwriters and the Managers
may be required to make in respect thereof.

Application has been made to list the Class A Common Stock on the New York
Stock Exchange under the symbol "WNI." In compliance with New York Stock
Exchange listing requirements, the Underwriters will sell round lots of 100 or
more shares of Class A Common Stock to a minimum of 2,000 beneficial owners.

The Underwriters have advised the Company that discretionary sales will not
exceed 5% of the shares of Class A Common Stock offered hereby.

63
<PAGE> 65

NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of the shares of Class A Common Stock in Canada is being
made only on a private placement basis exempt from the requirement that the
Company prepare and file a prospectus with the securities regulatory authorities
in each province where trades of the Class A Common Stock are effected.
Accordingly, any resale of the Class A Common Stock in Canada must be made in
accordance with applicable securities laws which will vary depending on the
relevant jurisdiction, and which may require resales to be made in accordance
with available statutory exemptions or pursuant to a discretionary exemption
granted by the applicable Canadian securities regulatory authority. Purchasers
are advised to seek legal advice prior to any resale of the Class A Common
Stock.

REPRESENTATIONS OF PURCHASERS

Each purchaser of the Class A Common Stock in Canada who receives a
purchase confirmation will be deemed to represent to the Company and the dealer
from whom such purchase confirmation is received that (i) such purchaser is
entitled under applicable provincial securities laws to purchase such Class A
Common Stock without the benefit of a prospectus qualified under such securities
laws, (ii) where required by law, that such purchaser is purchasing as principal
and not as agent and (iii) such purchaser has reviewed the text above under
"Resale Restrictions."

RIGHTS OF ACTION AND ENFORCEMENT

The shares of Class A Common Stock being offered are those of a foreign
issuer and Ontario purchasers will not receive the contractual right of action
prescribed by section 32 of the Regulation under the Securities Act (Ontario).
As a result, Ontario purchasers must rely on other remedies that may be
available, including common law rights of action for damages or rescission or
rights of action under the civil liability provisions of the U.S. federal
securities laws.

All of the Company's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Ontario purchasers to effect service of process within Canada upon the
Company or such persons. All or a substantial portion of the assets of the
Company and such persons may be located outside of Canada and, as a result, it
may not be possible to satisfy a judgment against the Company or such persons in
Canada or to enforce a judgment obtained in Canadian courts against such Company
or persons outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

A purchaser of a share of Class A Common Stock to whom the Securities Act
(British Columbia) applies is advised that such purchaser is required to file
with the British Columbia Securities Commission a report within ten days of the
sale of any Class A Common Stock acquired by such purchaser pursuant to the
Offerings. Such report must be in the form attached to British Columbia
Securities Commission Blanket Order BOR #95/17, a copy of which may be obtained
from the Company. Only one such report must be filed in respect of Class A
Common Stock acquired on the same date and under the same prospectus exemption.

64
<PAGE> 66

LEGAL MATTERS

The validity of the Class A Common Stock offered in the Offerings will be
passed upon for the Company by Latham & Watkins, New York, New York. Roger H.
Kimmel, a director of the Company, is a partner of Latham & Watkins. Certain
legal matters in connection with the Offerings will be passed upon for the U.S.
Underwriters and Managers by Irell & Manella LLP, Los Angeles, California.

EXPERTS

The consolidated financial statements of Weider Nutrition International,
Inc. at May 31, 1995 and 1996 and for the years ending May 31, 1994, 1995 and
1996 appearing in this Prospectus and the Registration Statement of which this
Prospectus is a part have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports appearing herein and elsewhere in the
Registration Statement and are included in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

AVAILABLE INFORMATION

A Registration Statement on Form S-1 (together with all amendments,
exhibits and schedules thereto, the "Registration Statement") relating to the
Class A Common Stock offered by the Company has been filed with the Securities
and Exchange Commission (the "Commission"), Washington, D.C. 20549. This
Prospectus, which constitutes part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement.
Statements contained in this Prospectus as to the content of any contract or any
other document referred to herein are not necessarily complete and in each
instance reference is made to the copy of such contract or document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. The Registration Statement and the exhibits and
schedules thereto may be inspected at the public reference room maintained by
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
should also be available for inspection and copying at is regional offices
located at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York
10048. In addition, certain information on file with the Commission can be
accessed via the Commission's Internet home page at http://www.sec.gov/. Copies
of such material can be obtained from the public reference section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.

65
<PAGE> 67

WEIDER NUTRITION INTERNATIONAL, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Independent Auditors' Report.......................................................... F-2
Consolidated Balance Sheets at May 31, 1995 and 1996 and unaudited at August 31,
1996................................................................................ F-3
Consolidated Statements of Income for the Years Ended May 31, 1994, 1995 and 1996
and unaudited for the Three Months Ended August 31, 1995 and 1996................... F-4
Consolidated Statements of Stockholders' Equity for the Years Ended May 31, 1994,
1995 and 1996 and unaudited for the Three Months Ended August 31, 1996.............. F-5
Consolidated Statements of Cash Flows for the Years Ended May 31, 1994, 1995 and 1996
and unaudited for the Three Months Ended August 31, 1995 and 1996................... F-6
Notes to Consolidated Financial Statements............................................ F-8
</TABLE>

F-1
<PAGE> 68

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Weider Nutrition International, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Weider Nutrition
International, Inc. and subsidiaries (collectively, the "Company") as of May 31,
1995 and 1996, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the three years in the period ended May 31,
1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that out audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of Weider Nutrition
International, Inc. and subsidiaries at May 31, 1995 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended May 31, 1996 in conformity with generally
accepted accounting principles.

DELOITTE & TOUCHE LLP

July 10, 1996
Salt Lake City, Utah
(September 26, 1996 as to the last
paragraph in Note 5, the "Litigation"
paragraph of Note 7 and Note 10)

F-2
<PAGE> 69

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
MAY 31, 1995 AND 1996 AND UNAUDITED AUGUST 31, 1996
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
AUGUST 31,
1996
1995 1996 UNAUDITED
------- -------- ----------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................................. $ 2,272 $ 1,592 $ 841
Accounts receivable, net of allowance for doubtful
accounts of $150 (1995) and $137 (1996)................ 21,497 33,526 30,309
Other receivables......................................... 475 1,035 1,291
Inventories............................................... 18,204 42,382 46,209
Prepaid expenses and other................................ 732 4,806 2,831
Deferred taxes............................................ 1,433 2,704 2,153
------- -------- ---------
Total current assets................................... 44,613 86,045 83,634
------- -------- ---------
Property and equipment, net................................. 9,954 21,411 22,558
------- -------- ---------
Other assets:
Intangible assets, net.................................... 14,452 23,783 23,705
Deposits and other assets................................. 804 1,404 1,673
Deferred taxes............................................ 225 504 534
------- -------- ---------
Total other assets..................................... 15,481 25,691 25,912
------- -------- ---------
Total assets...................................... $70,048 $133,147 $ 132,104
======= ======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable.......................................... $11,451 $ 19,093 $ 15,410
Accrued expenses.......................................... 1,881 6,668 4,752
Current portion of long-term debt......................... 2,709 9,032 5,631
Payable to Weider......................................... 3,528 3,747 2,832
------- -------- ---------
Total current liabilities.............................. 19,569 38,540 28,625
------- -------- ---------
Long-term debt.............................................. 22,379 55,275 62,380
------- -------- ---------
Commitments and contingencies (Notes 7 and 8)
Stockholders' equity:
Class A and B common stock -- $1.00 par value, 100,000
shares authorized, 1,195.17 shares issued and
outstanding............................................ 1 1 1
Additional paid-in capital................................ 4,480 4,480 4,480
Retained earnings......................................... 23,619 34,851 36,618
------- -------- ---------
Total stockholders' equity............................. 28,100 39,332 41,099
------- -------- ---------
Total liabilities and stockholders' equity........ $70,048 $133,147 $ 132,104
======= ======== =========
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE> 70

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED MAY 31, 1994, 1995 AND 1996
AND UNAUDITED FOR THE THREE MONTHS ENDED AUGUST 31, 1995 AND 1996
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
AUGUST 31,
-------------------
1994 1995 1996 1995 1996
------- ------- -------- ------- -------
UNAUDITED
<S> <C> <C> <C> <C> <C>
Net sales............................... $67,870 $90,927 $186,405 $37,783 $46,927
Cost of goods sold...................... 39,287 55,411 116,177 24,868 29,740
------- ------- -------- ------- -------
Gross profit............................ 28,583 35,516 70,228 12,915 17,187
------- ------- -------- ------- -------
Operating expenses:
Selling and marketing................. 12,548 15,472 26,596 5,303 7,472
General and administrative............ 5,868 6,198 10,924 2,111 3,144
Amortization of intangible assets..... 813 1,107 2,079 512 553
Research and development.............. 1,115 1,449 1,469 319 392
------- ------- -------- ------- -------
Total operating expenses........... 20,344 24,226 41,068 8,245 11,561
------- ------- -------- ------- -------
Income from operations.................. 8,239 11,290 29,160 4,670 5,626
------- ------- -------- ------- -------
Other income (expense):
Interest, net......................... (245) (1,079) (3,736) (724) (1,449)
Other................................. (1,015) 147 (253) (111) 5
------- ------- -------- ------- -------
Total.............................. (1,260) (932) (3,989) (835) (1,444)
------- ------- -------- ------- -------
Income before income taxes.............. 6,979 10,358 25,171 3,835 4,182
Provision for income taxes.............. 2,845 4,266 10,207 1,555 1,685
------- ------- -------- ------- -------
Net income.............................. $ 4,134 $ 6,092 $ 14,964 $ 2,280 $ 2,497
======= ======= ======== ======= =======
Pro forma income per common and common
equivalent share (unaudited).......... $ $ $ $ $
======= ======= ======== ======= =======
Pro forma weighted average shares used
in computation of pro forma income per
common and common equivalent share
(unaudited)...........................
======= ======= ======== ======= =======
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE> 71

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED MAY 31, 1994, 1995 AND 1996
AND UNAUDITED FOR THE THREE MONTHS ENDED AUGUST 31, 1996
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
CLASS
A
AND B ADDITIONAL
COMMON PAID-IN RETAINED
STOCK CAPITAL EARNINGS TOTAL
------ ---------- -------- -------
<S> <C> <C> <C> <C>
Balance at June 1, 1993............................ $1 $ -- $19,485 $19,486
Net income....................................... -- -- 4,134 4,134
Distributions to Weider.......................... -- -- (674) (674)
--- ------ ------- -------
Balance at May 31, 1994............................ 1 -- 22,945 22,946
Net income....................................... -- -- 6,092 6,092
Issuance of common stock......................... -- 4,480 -- 4,480
Distributions to Weider.......................... -- -- (5,418) (5,418)
--- ------ ------- -------
Balance at May 31, 1995............................ 1 4,480 23,619 28,100
Net income....................................... -- -- 14,964 14,964
Distributions to Weider.......................... -- -- (3,732) (3,732)
--- ------ ------- -------
Balance at May 31, 1996............................ $1 $4,480 $34,851 $39,332
Net income (unaudited)........................... -- -- 2,497 2,497
Distribution to Weider (unaudited)............... -- -- (730) (730)
--- ------ ------- -------
Balance at August 31, 1996 (unaudited)............. $1 $4,480 $36,618 $41,099
=== ====== ======= =======
</TABLE>

F-5
<PAGE> 72

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 1994, 1995 AND 1996
AND UNAUDITED FOR THE THREE MONTHS ENDED AUGUST 31, 1995 AND 1996
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
AUGUST 31,
---------------------
1994 1995 1996 1995 1996
------- ------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income.......................... $ 4,134 $ 6,092 $ 14,964 $ 2,280 $ 2,497
Adjustments to reconcile net income
to cash provided by (used in)
operating activities:
Provisions for bad debts......... 101 108 98 19 68
Deferred tax provision........... (129) (911) (1,550) (738) 521
Depreciation and Amortization.... 1,405 2,000 5,001 1,056 1,461
Changes in operating assets and
liabilities-net of assets
acquired (Note 9):
Accounts receivable.............. 908 (4,240) (8,219) (1,576) 3,149
Other receivables................ 763 (519) (496) 36 (256)
Inventories...................... (2,086) (8,928) (18,452) (2,662) (3,826)
Prepaid expenses and other....... 388 (83) (3,742) 90 1,975
Deposits and other assets........ (122) 75 (428) -- (269)
Accounts payable................. 3,156 1,031 881 (456) (3,683)
Accrued expenses................. (107) 25 (259) (569) (1,917)
------- ------- -------- ------- -------
Net cash provided by (used in)
operating activities........ 8,411 (5,350) (12,202) (2,520) (280)
------- ------- -------- ------- -------
Cash flows from financing activities:
Issuance of common stock............ -- 4,480 -- -- --
Distributions to Weider............. (673) (5,418) (3,731) (518) (730)
Net increase (decrease) in payable
to Weider........................ (463) 1,914 182 4,259 (915)
Proceeds from long-term debt........ 3,445 17,953 35,250 9,300 9,400
Payments on long-term debt.......... (3,672) (1,519) (4,949) (180) (5,696)
------- ------- -------- ------- -------
Net cash provide by (used in)
financing activities........ (1,363) 17,410 26,752 12,860 2,059
------- ------- -------- ------- -------
Cash flows from investing activities:
Purchase of companies, net of cash
acquired......................... (1,875) (8,495) (9,011) (96) --
Purchase of trademarks.............. -- -- (135) (135) (475)
Purchases of property and
equipment........................ (5,171) (1,295) (6,084) (1,251) (2,055)
------- ------- -------- ------- -------
Net cash used in investing
activities.................. (7,046) (9,790) (15,230) (1,482) (2,530)
------- ------- -------- ------- -------
Increase (decrease) in cash and cash
equivalents......................... 2 2,270 (680) 8,858 (751)
Cash and cash equivalents, beginning
of year............................. -- 2 2,272 2,272 1,592
------- ------- -------- ------- -------
Cash and cash equivalents, end of
year................................ $ 2 $ 2,272 $ 1,592 $11,130 $ 841
======= ======= ======== ======= =======
</TABLE>

(continued)

F-6
<PAGE> 73

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 1994, 1995 AND 1996
AND UNAUDITED FOR THE THREE MONTHS ENDED AUGUST 31, 1995 AND 1996
(IN THOUSANDS, EXCEPT SHARE DATA)

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
AUGUST 31,
-----------------
1994 1995 1996 1995 1996
------ ------ ------- ---- ------
UNAUDITED
<S> <C> <C> <C> <C> <C>
Cash paid during the year for:
Interest........................... $ 297 $1,163 $ 3,816 $743 $1,452
Income taxes....................... 3,208 2,279 11,920 -- --
</TABLE>

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:

In connection with the acquisitions of net assets from other companies (see
Note 8), the Company assumed liabilities as follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
AUGUST 31,
--------------------
1994 1995 1996 1995 1996
------- ------- ------- -------- -------
UNAUDITED
<S> <C> <C> <C> <C> <C>
Fair value of assets acquired... $ 1,004 $ 6,250 $18,497 $ 13,205 $ --
Cost in excess of fair value of
net assets acquired........... 2,508 8,788 11,275 8,149 --
Cash paid, net of cash
acquired...................... (1,875) (8,495) (9,011) (96) --
Debt and liabilities issued..... (1,226) (2,000) (7,063) (15,128) --
------- ------- ------- -------- -------
Liabilities assumed............. $ 411 $ 4,543 $13,698 $ 6,130 $ --
======= ======= ======= ======== =======
</TABLE>

See notes to consolidated financial statements.

F-7
<PAGE> 74

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1995 AND 1996
(IN THOUSANDS EXCEPT SHARE DATA)

1. SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements
include the accounts of Weider Nutrition International, Inc. and its
wholly-owned subsidiaries (collectively, the "Company") which is a
majority-owned subsidiary of Weider Health and Fitness ("Weider" or the
"Parent"). All significant intercompany accounts and transactions have been
eliminated.

DESCRIPTION OF BUSINESS -- The Company is principally involved in the
development, manufacturing and marketing of nutritional supplement products.

USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS -- The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
sales and expenses during the reporting period. Actual results could differ from
those estimates.

CASH EQUIVALENTS -- Cash equivalents include highly liquid investments with
an original maturity of three months or less.

INVENTORIES -- Inventories are stated at the lower of cost (on a first-in,
first-out basis) or market.

PROPERTY AND EQUIPMENT -- Property and equipment are stated at cost less
accumulated depreciation. Depreciation and amortization expense was $592 (1994),
$894 (1995) and $2,922 (1996), computed primarily using the straight-line method
over the estimated useful lives of 31 years for buildings and 2 to 7 years for
other property and equipment.

INCOME TAXES -- The Company files consolidated returns with Weider for
Federal and state income tax purposes. For financial statement purposes, the
Company has provided for income taxes as if it were filing separately. The
Company records in its balance sheet deferred income tax liabilities and assets
for the expected future tax consequences of events that have been recognized in
different periods for financial statements versus tax returns. Current income
taxes payable are included in payable to Weider on the balance sheet.

NET SALES -- The Company recognizes sales upon shipment of a product to a
customer. Allowances are made for uncollectible accounts and future credits. Net
sales and receivables included a customer concentration as follows:

<TABLE>
<CAPTION>
1994 1995 1996
------- ------- --------
<S> <C> <C> <C>
Total net sales...................................... $67,870 $90,927 $186,405
General Nutrition Center net sales................... 18,043 23,600 30,579
GNC percent of net sales............................. 27% 26% 16%
GNC percent of receivables........................... 36 28 16
</TABLE>

FINANCIAL INSTRUMENTS -- The Company's financial instruments, when valued
using market interest rates, would not be materially different from the amounts
presented in the consolidated financial statements.

INTANGIBLE ASSETS -- Intangible assets are stated at cost and amortized
using the straight-line method over the estimated useful lives of the assets as
follows:

<TABLE>
<S> <C>
Cost in excess of fair value of net assets acquired.................... 10 - 15 years
Patents and trademarks................................................. 10 - 20 years
Non-compete agreement.................................................. 5 years
</TABLE>

F-8
<PAGE> 75

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

UNAUDITED PRO FORMA INCOME PER SHARE -- The calculation of pro forma income
per share was determined by dividing pro forma income by the pro forma weighted
average common and common equivalent shares outstanding after giving retroactive
effect to the offerings of approximately shares of Class A common
stock upon the effectiveness of the Registration Statement. In addition, in
accordance with Securities and Exchange Commission Staff Accounting Bulletin
("SAB") No. 83, shares issued and share options or warrants granted within one
year of or in contemplation of the anticipated IPO have been included in the
calculation of common share equivalents, using the treasury stock method to
determine the dilutive effect of the issuances, as if they were outstanding for
all periods presented. There are no dilutive common equivalent shares other than
those considered outstanding for all periods presented in accordance with SAB
No. 83.

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS -- The consolidated
financial statements at August 31, 1996 and for the three months ended August
31, 1995 and 1996 have been derived from unaudited consolidated financial
statements of the Company. Management believes the Company's unaudited
consolidated financial statements have been prepared on the same basis as the
audited financial statements and include all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of the financial
position and results of operations for such periods. Results for the three
months ended August 31, 1996 have not been audited and are not necessarily
indicative of results to be expected for the full fiscal year.

ACCOUNTING STANDARDS -- In March 1995, the Financing Accounting Standards
Board issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of ". This statement addresses the
accounting for the impairment of long-lived assets, such as property and
equipment, certain identifiable intangibles and goodwill related to those
assets. Long-lived assets and certain identifiable intangibles are to be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. An impairment loss
is recognized when the sum of the future cash flows is less than the carrying
amount of the asset. The statement also requires that long-lived assets and
identifiable intangibles be accounted for at the lower of cost or fair value
less cost to sell. The effect of adopting SFAS No. 121 during the year ended May
31, 1997 is not expected to have a material adverse effect on the Company's
financial statements.

2. INVENTORIES

Inventories consisted of the following at May 31:

<TABLE>
<CAPTION>
1995 1996
------- -------
<S> <C> <C>
Raw materials.................................................... $ 6,628 $16,840
Work in process.................................................. 237 3,165
Finished goods................................................... 11,339 22,378
------- -------
Total.................................................. $18,204 $42,383
======= =======
</TABLE>

F-9
<PAGE> 76

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. PROPERTY AND EQUIPMENT

Property and equipment is stated at cost and consists of the following at
May 31:

<TABLE>
<CAPTION>
1995 1996
------- -------
<S> <C> <C>
Land............................................................. $ 832 $ 1,679
Buildings........................................................ 6,770 6,970
Furniture and equipment.......................................... 5,055 15,772
Leasehold improvements........................................... -- 2,616
------- -------
Sub-total...................................................... 12,657 27,037
Less accumulated depreciation and amortization................... (2,703) (5,626)
------- -------
Total.................................................. $ 9,954 $21,411
======= =======
</TABLE>

In March 1996, the Company purchased a 24-acre parcel of land located in
Salt Lake City, Utah for cash of $2,091. The land was subsequently sold to a
leasing company for cost and the Company entered into a build-to-suit lease
agreement to construct its headquarters and manufacturing facility on the land.
The leasing company will spend approximately $16,900 to complete the project.
The lease agreement requires the Company to fund any leasehold improvements
necessary in excess of $5,852. The lease term will be for 16 years and, lease
commitments total approximately $1,855 per year for the first five years and
approximately $24,216 in total obligations thereafter. Construction of this
facility has commenced and is expected to be completed by mid-1997. Included in
prepaid expenses and other is a deposit in escrow of $2,485 related to the sale
of the land by the Company and a cash advance to the leasing company which was
refunded to the Company in June 1996.

4. INTANGIBLE ASSETS

Intangible assets consist of the following at May 31:

<TABLE>
<CAPTION>
1995 1996
------- -------
<S> <C> <C>
Cost in excess of fair value of net assets acquired.............. $15,085 $26,360
Patents and trademarks........................................... 2,236 2,371
Non-compete agreement............................................ 500 500
------- -------
17,821 29,231
Less accumulated amortization.................................... (3,370) (5,448)
------- -------
Total.................................................. $14,451 $23,783
======= =======
</TABLE>

The intangible assets result from business combinations accounted for as
purchases and are stated at cost. Amortization expense was $813 (1994), $1,107
(1995) and $2,079 (1996).

F-10
<PAGE> 77

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. LONG-TERM DEBT

Long-term debt consists of the following at May 31:

<TABLE>
<CAPTION>
1995 1996
-------- --------
<S> <C> <C>
Term note payable to General Electric Credit Corporation ("GECC")
bearing interest at LIBOR plus 2.50% (8.03125% at May 31,
1996), or prime plus 1.25%, quarterly principal payments due
through February 1997 of $750, through February 1998 of $1,000,
through February 1999 of $1,250 and through February 2000 of
$1,750......................................................... $ 10,200 $ 18,250
$40,000 revolving line of credit to GECC bearing interest at
LIBOR plus 2.25% (7.78125% at May 31, 1996) or prime plus 1%,
through January 2000........................................... 9,000 19,700
Note payable to Weider, unsecured, bearing interest at LIBOR plus
2.25%, or prime plus 1.00%, through January 2000............... -- 15,000
Note payable to the previous owner of American Body Building in
connection with an earnout agreement, due January 1997, subject
to achieving minimum sales levels (see Note 8)................. 2,000 1,000
Mortgage loan, due in monthly installments of $30 including
interest at 7.625% due February 2009........................... 3,164 3,078
Note payable in connection with an earnout agreement from the
acquisition of Nion, payable annually, based upon operating
income as defined (see Note 8)................................. -- 5,250
Note payable to the previous owner of Nion, quarterly
installments of $151 plus interest at 8% through September 1998
(see Note 8)................................................... -- 1,209
Other............................................................ 724 820
-------- --------
Total....................................................... 25,088 64,307
Less current portion............................................. 2,709 9,032
-------- --------
Long-term portion........................................... $ 22,379 $ 55,275
======= =======
</TABLE>

As of May 31, 1996, future payments of long-term debt are due as follows:
$9,031 (1997), $6,343 (1998), $5,607 (1999), $5,359 (2000), $34,810 (2001) and
$3,157 thereafter.

The notes payable to GECC are secured by all of the real and personal
property of Weider and the common stock of the Company. In addition, the notes
contain certain covenants, which, among other things, require Weider (i) to
maintain specified financial ratios and levels, as defined, and (ii) to restrict
additional indebtedness, liens, investments and guarantees; limit payments for
dividends, stock repurchases and distributions; limit capital expenditures; and
restrict transactions with affiliates. At May 31, 1996, Weider was in compliance
with these covenants.

On September 26, 1996, the Company converted $15,000 of the $18,747 Due to
Weider balance to a note payable. Since the Company intended to refinance a
portion of the Due to Weider balance as of May 31, 1996 with long-term debt and
since this note has been executed, $15,000 of the balance has been classified as
long-term debt.

F-11
<PAGE> 78

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. INCOME TAXES

The components of income tax expense were as follows for the years ended
May 31:

<TABLE>
<CAPTION>
1994 1995 1996
------ ------ -------
<S> <C> <C> <C>
Current................................................. $2,974 $5,177 $11,757
Deferred................................................ (129) (911) (1,550)
------ ------ -------
Total......................................... $2,845 $4,266 $10,207
====== ====== =======
</TABLE>

The provision for income taxes differs from a calculated income tax at
federal statutory rates as follows:

<TABLE>
<CAPTION>
1994 1995 1996
------- ------- --------
<S> <C> <C> <C>
Computed federal income tax expense at the statutory
rate of 35%........................................... $ 2,442 $ 3,625 $ 8,810
Amortization of costs in excess of fair value of net
assets acquired....................................... 133 133 133
Meals and entertainment................................. 8 25 31
State income taxes...................................... 228 463 1,221
Other................................................... 34 20 12
------ ------ -------
Total......................................... $ 2,845 $ 4,266 $ 10,207
====== ====== =======
</TABLE>

Deferred income tax assets are included in the balance sheets, as follows:

<TABLE>
<CAPTION>
1995 1996
--------------------- ---------------------
CURRENT LONG-TERM CURRENT LONG-TERM
------- --------- ------- ---------
<S> <C> <C> <C> <C>
ASSETS:
Accounts receivable allowances............ $ 351 $ -- $ 539 $ --
Deferred compensation..................... -- 284 -- 369
Accrued vacation and bonuses.............. 71 -- 112 --
Capitalization of inventory costs......... 364 -- 845 --
Options and units......................... -- 71 -- 272
State taxes............................... 239 -- 727 --
Non-compete agreement..................... -- 39 -- 66
Basis difference in acquired companies.... -- 123 -- 118
Inventory allowance....................... 408 -- 481 --
------ ---- ------ ----
Total.................................. 1,433 517 2,704 825
------ ---- ------ ----
LIABILITIES:
Amortization of intangibles............... -- 103 -- 105
Loss on sale of fixed assets.............. -- 143 -- 147
Depreciation.............................. -- 46 -- 69
------ ---- ------ ----
Total.................................. -- 292 -- 321
------ ---- ------ ----
Deferred income taxes, net................ $ 1,433 $ 225 $ 2,704 $ 504
====== ==== ====== ====
</TABLE>

7. COMMITMENTS AND CONTINGENCIES

LEASES -- The Company leases warehouse and office facilities,
transportation equipment and other equipment under several operating lease
agreements expiring through 2000. As of May 31, 1996, future minimum payments of
$3,254 under the noncancelable operating leases are due as follows: $1,403
(1997),

F-12
<PAGE> 79

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$1,095 (1998), $609 (1999), and $147 (2000). Rental expense charged to
operations amounted to $612 (1994), $629 (1995), and $1,610 (1996).

OPTIONS AND UNITS -- The Company has awarded performance units to certain
key employees at base values (exercise prices) per unit equal to the book value
per share of the Company at the specified award date. The units vest ratably
over a ten-year period from the award date except that vesting may be
accelerated for certain defined events. The Company shall convert the units to
cash or stock at the option of the holder at fair market value less base value
in the case of certain defined events, including a merger, sale of stock, sale
of all assets or public offering, or equal to book value less base value, on the
date of a voluntary termination. The following table sets forth performance
units awarded as of May 31, 1995 and 1996:

<TABLE>
<CAPTION>
NUMBER OF UNITS PRICE PER UNIT
------------------- --------------------
AWARDED VESTED BASE BOOK
------- ------ -------- --------
<S> <C> <C> <C> <C>
MAY 31, 1995:
Year of grant:
1991.................................... 37.60 17.60 $ 13,406 $ 23,268
1994.................................... 24.00 2.40 19,200 23,268
MAY 31, 1996:
Year of grant:
1991.................................... 37.60 20.93 13,406 39,331
1994.................................... 24.00 4.80 19,200 32,909
1996.................................... 6.00 .60 23,663 32,909
</TABLE>

The Company recorded compensation expense of $183 (1995) and $500 (1996) in
connection with these units.

LITIGATION -- The Company was involved as a defendant in a lawsuit which
alleged unfair competition, false advertising and trademark infringement in
connection with the marketing and distribution by the Company of the product
METAFORM. In September 1996, this lawsuit was settled with no expense to the
Company.

OTHER LITIGATION -- The Company is involved in various other claims,
potential unasserted claims and legal actions arising in the ordinary course of
business. In the opinion of management, based in part on discussions with legal
counsel, the ultimate outcome of these matters will not have a material adverse
effect on the Company's financial position.

ROYALTIES -- In conjunction with certain acquisitions, the Company has
entered into agreements which require royalty payments on the sales of specific
products as follows:

<TABLE>
<CAPTION>
ROYALTY PRODUCT/BRAND EXPIRATION
- ------- ------------- -------------
<S> <C> <C>
2% net sales Certain Exceed brand products December 1998
5% net sales Specific Schiff brand products July 1997
4% net sales Specific Weider products June 2000
2% net sales on first All bar products October 2005
$20,000 3% net sales thereafter
</TABLE>

Royalties paid were approximately $96 (1994), $97 (1995) and $504 (1996).

RETIREMENT PLAN -- The Company sponsors a contributory 401(k) savings plan
covering all employees who have met minimum age and service requirements.
Contributions to this plan were approximately $68, $90 and $112 for the years
ended May 31, 1994, 1995 and 1996, respectively, and were included in general
and administrative expenses.

F-13
<PAGE> 80

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. ACQUISITIONS

In December 1993, the Company acquired the Excel brand name with certain
associated assets for cash of $1,175 and notes of $3,400 (consisting of
potential earnout payments of which $1,226 has been paid and the remaining
potential payments of $2,174 are not recorded in the Company's liabilities
because the payment of such obligations is uncertain; if such additional earnout
payments become required, a corresponding increase in goodwill will be
recorded). The Company accounted for this acquisition as a purchase and
recognized intangible assets of $2,564 amortized primarily over 15 years.

Also in December 1993, the Company acquired the Exceed brand name and
associated inventory for cash of $700 and assumed certain liabilities of $203.
The Company accounted for the acquisition as a purchase and recognized
intangible assets of $853 amortized primarily over 15 years.

In January 1995, the Company acquired certain assets of American Body
Building Products, Inc. and two other related companies for cash of $8,620, a
note of $2,000 which is related to potential earn out payments (see Note 5) and
the assumption of certain liabilities. The Company accounted for this
acquisition as a purchase and recognized goodwill of $8,788, which is being
amortized over 15 years. American Body Building Products, Inc. manufactures and
distributes energy drinks and nutrition bars.

In June 1995, the Company acquired the assets of National Institute of
Nutrition, Inc. (dba Nion Laboratories) ("Nion") for cash of $8,190, notes of
$7,063 (including $5,250 relating to potential earnout payments) (see Note 5)
and the assumption of certain liabilities. The Company accounted for this
acquisition as a purchase and recognized goodwill of $8,149, which is being
amortized over 15 years. Nion manufactures and distributes nutritional
supplements in capsule and tablet form.

In October 1995, the Company acquired certain assets of a company for the
forgiveness of a note receivable of $850 and the assumption of certain
liabilities. The Company accounted for this acquisition as a purchase and
recognized goodwill of $3,126, which is being amortized over a 15 year period.
The acquired facility manufactures and distributes nutritional bars.

In January 1996, the Company purchased net assets with a recorded value of
$49 and rights to use the Weider name in England, Ireland and with certain
customer accounts in Austria, France and Switzerland for $557 from a commonly
controlled entity. The Company incurred liabilities of $250 to the benefit of
the commonly controlled entity. As a result, $758 is included in distribution to
Weider for the purchase of such assets. The purchase of these assets was
accounted for at the historical cost of $49 in the records of the Company.
Included in distributions to Weider is an additional $900 paid for the rights to
use the Weider name in the European countries not included above.

9. RELATED PARTY TRANSACTIONS

Effective June 1, 1994, the Company sold common stock representing 16 1/3%
ownership interest primarily to related parties. As consideration for the common
stock, the Company received from these parties certain equity and debt
instruments. Concurrent with the sale, the Company declared and paid a dividend
of that consideration to Weider. The Company recorded these transactions at the
net book value of the common shares exchanged ($4,480) and recognized no gain.

F-14
<PAGE> 81

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Payments to reimburse Weider for Company expenses (including primarily
insurance, endorsements, retirement benefits, interest and royalties) are
summarized as follows for the years ended May 31:

<TABLE>
<CAPTION>
1994 1995 1996
------ ------ ------
<S> <C> <C> <C>
Operating expense................................ $1,896 $1,483 $2,044
Interest, net.................................... 218 897 3,327
Other............................................ 250 250 250
------ ------ ------
$2,364 $2,630 $5,621
====== ====== ======
</TABLE>

The payable to Weider is due on demand and bears interest at the same rate
as the term note payable to GECC (see Note 5). Interest is payable monthly.
Included in net interest above is interest paid to Weider for both the payable
to Weider and to reimburse Weider for interest paid to GECC on behalf of the
Company.

Included in deposits and other assets are loans to officers in principal
amount of $200 at May 31, 1995 and 1996.

10. SUBSEQUENT EVENTS

Subsequent to May 31, 1996, the Company has entered into negotiations to
purchase the net assets and certain marketing rights of a related company in
Montreal for approximately $2,000 plus royalties on certain international sales.

In September 1996, the Company acquired certain assets of Megafitness S.L.,
a company in Spain, for cash of $500 plus the assumption of certain liabilities;
secured a non-compete agreement for $200; and (along with a related party)
secured certain intangibles for cash of $300 plus a note of $1,000.

F-15
<PAGE> 82

- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER OR MANAGER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.

-----------------

TABLE OF CONTENTS

PAGE
----
Prospectus Summary.................... 3
Risk Factors.......................... 7
Use of Proceeds....................... 14
Dividend Policy....................... 14
Dilution.............................. 15
Capitalization........................ 16
The Company........................... 17
Selected Financial Data............... 18
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 19
Business.............................. 27
Management............................ 43
Principal Stockholders................ 50
Certain Relationships and Related
Party Transactions.................. 51
Description of Capital Stock.......... 55
Shares Eligible for Future Sale....... 57
Certain United States Tax Consequences
to Non-United States Holders........ 59
Underwriting.......................... 62
Notice to Canadian Residents.......... 64
Legal Matters......................... 65
Experts............................... 65
Available Information................. 65
Index to Consolidated Financial
Statements.......................... F-1

-----------------

UNTIL , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE CLASS A COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

[U.S. OFFERING]

[WEIDER LOGO]

Class A Common Stock

PROSPECTUS

CS First Boston

Salomon Brothers Inc

Hambrecht & Quist
- --------------------------------------------------------------------------------

<PAGE> 83

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY JURISDICTION IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

SUBJECT TO COMPLETION, DATED SEPTEMBER 27, 1996
[INTERNATIONAL OFFERING]
Shares
LOGO

WEIDER NUTRITION INTERNATIONAL, INC.
Class A Common Stock
($.01 par value)

------------------

All of the shares of Class A Common Stock, par value $.01 (the "Class A Common
Stock"), of Weider Nutrition International, Inc. (the "Company") offered hereby
are being sold by the Company. Of the shares of Class A Common
Stock being offered, shares are initially being offered outside
the United States and Canada (the "International Shares") by the Managers
(the "International Offering") and shares are initially being
concurrently offered in the United States and Canada (the "U.S.
Shares") by the U.S. Underwriters (the "U.S. Offering" and, together
with the International Offering, the "Offerings"). The offering
price and underwriting discounts and commissions of the
International Offering and the U.S. Offering are identical.

Prior to the Offerings, there has been no public market for the Class A Common
Stock. It is currently estimated that the initial public offering price
will be between $ and $ per share. For information
relating to the factors to be considered in determining the
initial public offering price of the Class A Common
Stock, see "Underwriting."

Application has been made to list the Class A Common Stock on the New York Stock
Exchange under the symbol "WNI."

------------------

FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT IN THE CLASS A COMMON STOCK, SEE "RISK FACTORS" BEGINNING
ON PAGE 7.

------------------

(1) Before deducting expenses payable by the Company estimated at $ .

The International Shares are offered by the several Managers when, as and
if issued by the Company, delivered to and accepted by the Managers and subject
to their right to reject orders in whole or in part. It is expected that the
International Shares will be ready for delivery on or about , 1996,
against payment in immediately available funds.

CS First Boston
Salomon Brothers International Limited Hambrecht & Quist

The date of this Prospectus is , 1996
<PAGE> 84

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY MANAGER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE SUCH DATE.

In this Prospectus, references to "dollars" and "$" are to United States
dollars.

IN CONNECTION WITH THIS OFFERING, CS FIRST BOSTON CORPORATION, ON BEHALF OF
THE U.S. UNDERWRITERS AND THE MANAGERS, MAY OVER-ALLOT OR EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE COMMON STOCK AT A LEVEL
ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS
MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

DURING THIS OFFERING, CERTAIN PERSONS AFFILIATED WITH PERSONS PARTICIPATING
IN THE DISTRIBUTION MAY ENGAGE IN TRANSACTIONS FOR THEIR OWN ACCOUNTS OR FOR THE
ACCOUNTS OF OTHERS IN THE CLASS A COMMON STOCK OF THE COMPANY PURSUANT TO
EXEMPTIONS CONTAINED IN RULES 10b-6, 10b-7 AND 10b-8 UNDER THE SECURITIES
EXCHANGE ACT OF 1934.

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 7
Use of Proceeds....................... 14
Dividend Policy....................... 14
Dilution.............................. 15
Capitalization........................ 16
The Company........................... 17
Selected Financial Data............... 18
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 19
Business.............................. 27

<CAPTION>
PAGE
----
<S> <C>
Management............................ 43
Principal Stockholders................ 50
Certain Relationships and Related
Party Transactions.................. 51
Description of Capital Stock.......... 55
Shares Eligible for Future Sale....... 57
Subscription and Sale................. 62
Legal Matters......................... 65
Experts............................... 65
Available Information................. 65
Index to Consolidated Financial
Statements.......................... F-1
</TABLE>
<PAGE> 85

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of the Class A Common Stock being registered. All amounts are
estimates except the registration and filing fees:

<TABLE>
<CAPTION>
DESCRIPTION AMOUNT
----------- --------
<S> <C>
Securities and Exchange Commission registration fee........................ $ 35,690
NASD filing fee............................................................ 10,850
Printing and engraving expenses............................................ *
Legal fees and expenses.................................................... *
Accounting fees and expenses............................................... *
Blue Sky fees and expenses................................................. *
Transfer Agent and Registrar fees.......................................... *
Listing Fees............................................................... *
Miscellaneous expenses..................................................... *
--------
Total............................................................ $
========
</TABLE>

- ---------------
* To be filed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Articles of Incorporation provide for indemnification of
personal liability of the directors of the Company to the fullest extent
permitted by the General Corporation Law of the State of Delaware (the "GCL").
Article VIII of the Bylaws of the Company provides for indemnification of
officers and directors to the fullest extent permitted under the General
Corporation Law of the State of Delaware. The Company may, in the discretion of
the Board of Directors, indemnify its employees and agents.

The indemnification therein provided shall not affect any of the rights of
those seeking indemnification which they may be entitled to under bylaw,
resolutions or otherwise. The Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer or employee of the
Company against liability asserted against him and incurred in or arising out of
any such capacity, whether or not the Company would have the power to indemnify
him against liability under the provisions of this section provided the same is
consistent with Delaware law. The right of any person to be indemnified shall be
subject to the right of the Company, in lieu of such indemnity, to settle any
claim, action, suit or proceeding at the expense of the Company by the payment
of the amount of settlement and the costs and expenses incurred in connection
therewith.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

During the past three years, the following securities were sold by the
Company without registration under the Securities Act. All transactions
described below have been adjusted to reflect the exchange of each outstanding
share of capital stock of Weider Nutrition for shares of Common Stock
of the Company, which exchange will become effective immediately prior to the
Offerings:

1. Pursuant to a Shareholders Agreement No. 1, effective June 1, 1994,
by and between Weider and Hornchurch, Hornchurch purchased, among other
things, 59.75 shares of Common Stock (or a 5.0% interest in the outstanding
Common Stock of Weider Nutrition) and pursuant to a Shareholders Agreement
No. 2, effective June 1, 1994, by and between Weider and Hornchurch,
Hornchurch purchased, among other things, 119.49 shares of Common Stock (or
a 10% interest in the outstanding

II-1
<PAGE> 86

Common Stock of Weider Nutrition). The aggregate purchase price for the
Common Stock purchased by Hornchurch was approximately $4,845,105.

2. Pursuant to a Shareholders Agreement, effective June 1, 1994, by
and between Weider and Bayonne Settlement, Bayonne Settlement purchased,
among other things, 11.95 shares of Common Stock (or a 1.0% interest in the
outstanding Common Stock of Weider Nutrition). The aggregate purchase price
for the Common Stock purchased by Bayonne Settlement was $349,332.

3. Pursuant to a Shareholders Agreement, effective June 1, 1994, by
and between Weider and Ronald Corey, Mr. Corey purchased, among other
things, 3.98 shares of Common Stock (or a 0.33% interest in the outstanding
Common Stock of Weider Nutrition). The aggregate purchase price for the
Common Stock purchased by Mr. Corey was $116,444.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT
NO. TITLE
- ------- -----
<C> <S>
1.1 Form of Underwriting Agreement.*
1.2 Form of Subscription Agreement.*
1.3 Intersyndicate Agreement between U.S. Underwriters and Managers.*
3.1 Amended and Restated Certificate of Incorporation of Weider Nutrition International,
Inc.*
3.2 Amended and Restated Bylaws of Weider Nutrition International, Inc.*
4.1 Form of Class A Common Stock Certificate.*
5.1 Opinion of Latham & Watkins as to the validity of the Common Stock.*
10.1 Build-To-Suit Lease Agreement, dated March 20, 1996, between SCI Development Services
Incorporated and Weider Nutrition Group, Inc.*
10.2 Agreement by and between Joseph Weider and Weider Health and Fitness.*
10.3 Form of 1996 Weider Nutrition International, Inc. Stock Option Plan.*
10.4 Form of Tax Indemnification Agreement by and among Weider Nutrition International,
Inc., Weider Health and Fitness and the consolidated subsidiaries of Weider Health
and Fitness.*
10.5 Form of Profit Sharing Plan.*
10.6 Form of 401(k) Pension Plan.*
10.7 Form of Employment Agreement between Weider Nutrition International, Inc. and Richard
B. Bizzaro.*
10.8 Form of Employment Agreement between Weider Nutrition International, Inc. and Robert
K. Reynolds.*
10.9 Form of Advertising Agreement between Weider Nutrition International, Inc. and Weider
Publishing Group Limited.*
10.10 Shareholders Agreement No. 1 between Weider Health and Fitness and Hornchurch
Investments Limited.*
10.11 Shareholders Agreement No. 2 between Weider Health and Fitness and Hornchurch
Investments Limited.*
10.12 Shareholders Agreement between Weider Health and Fitness and Bayonne Settlement.*
10.13 Shareholders Agreement between Weider Health and Fitness and Ronald Corey.*
10.14 Form of Amendment and Waiver among Weider Health and Fitness, Hornchurch Investments
Limited, Bayonne Settlement and Ronald Corey.*
11 Statement regarding computation of per share earnings.*
21 Subsidiaries of Weider Nutrition International, Inc.*
23.1 Consent of Deloitte & Touche LLP.*
</TABLE>

II-2
<PAGE> 87

<TABLE>
<CAPTION>
EXHIBIT
NO. TITLE
- ------- -----
<C> <S>
23.3 Consent of Latham & Watkins (including in Exhibit 5.1)
24 Powers of Attorney, included on page II-5.*
27.1 Financial Data Schedule Summary
</TABLE>

- ---------------
* To be filed by amendment.

(b) Financial Statement Schedules.

Schedule II Valuation and Qualifying Accounts for the Years Ended May 31,
1994, 1995 and 1996.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes to provide to the U.S.
Underwriters and Managers at the closing specified in the Underwriting
Agreement, certificates in such denominations and registered in such names as
required by the U.S. Underwriters and Managers to permit prompt delivery to each
purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be a part of this
Registration Statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes to provide to the U.S.
Underwriters and Managers at the closing specified in the Underwriting Agreement
and Subscription Agreement certificates in such denominations and registered in
such names as required by the U.S. Underwriters and Managers to permit prompt
delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed by the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling

II-3
<PAGE> 88

precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-4
<PAGE> 89

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Salt Lake, State of Utah,
on September 27, 1996.

Weider Nutrition International, Inc.

By: /s/ RICHARD B. BIZZARO
----------------------------------
Richard B. Bizzaro
Chief Executive Officer and
President

POWER OF ATTORNEY

Each of the undersigned officers and directors of Weider Nutrition
International, Inc. hereby severally constitutes and appoints each of Richard B.
Bizzaro and Robert K. Reynolds as attorney-in-fact for the undersigned, in any
and all capacities, with full power of substitution, to sign any amendments to
this Registration Statement (including post-effective amendments), and to file
the same with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each such
attorney-in-fact, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact may lawfully do or cause to
be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>

/s/ ERIC WEIDER Chairman of the Board and September 27, 1996
- ------------------------------------------ Director
Eric Weider

Chief Executive Officer,
/s/ RICHARD B. BIZZARO President and Director September 27, 1996
- ------------------------------------------ (Principal Executive
Richard B. Bizzaro Officer)

Chief Operating Officer,
Executive Vice President
/s/ ROBERT K. REYNOLDS and Director (Principal September 27, 1996
- ------------------------------------------ Financial and Accounting
Robert K. Reynolds Officer)

/s/ RONALD L. COREY Director September 27, 1996
- ------------------------------------------
Ronald L. Corey

/s/ ROGER H. KIMMEL Director September 27, 1996
- ------------------------------------------
Roger H. Kimmel

/s/ GEORGE F. LENGVARI Director September 27, 1996
- ------------------------------------------
George F. Lengvari

/s/ RICHARD J. RENAUD Director September 27, 1996
- ------------------------------------------
Richard J. Renaud
</TABLE>

II-5
<PAGE> 90

SCHEDULE II

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED MAY 31, 1994, 1995, AND 1996

<TABLE>
<CAPTION>
ADDITIONS
BALANCE AT CHARGED TO
BEGINNING COSTS AND BALANCE AT
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS END OF YEAR
- ----------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
1994................................... $ 13,316 $ 100,802 $ (64,118)(2) $ 50,000
---------- ---------- ----------- ----------
1995................................... $ 50,000 $ 207,976 $ (107,976)(2) $ 150,000
---------- ---------- ----------- ----------
1996................................... $ 150,000 $ 84,077 $ (97,143)(2) $ 136,934
---------- ---------- ----------- ----------
ALLOWANCE FOR SALES RETURNS:
1994................................... $ 15,347 $ 319,689 $ (18,576)(2) $ 316,460
---------- ---------- ----------- ----------
1995................................... $ 316,460 $ 478,539 $ (40,999)(2) $ 754,000
---------- ---------- ----------- ----------
1996................................... $ 754,000 $ 479,205 $ (14,982)(2) $1,218,223
---------- ---------- ----------- ----------
INVENTORY RESERVE:
1994................................... $ 69,939 $ 354,693 $ (424,632) $ 0
---------- ---------- ----------- ----------
1995................................... $ 0 $ 643,564 $(1,693,565) $1,050,001
---------- ---------- ----------- ----------
1996................................... $1,050,001 $1,616,422 $(1,458,321) $1,208,102
---------- ---------- ----------- ----------
</TABLE>

- ---------------

(1) Deduction represents the write-off of a noncompete agreement, an advance
bonus, and product formulations previously capitalized.

(2) Amount represents amount written off against the reserve.

S-1
<PAGE> 91

SUBSCRIPTION AND SALE [INTERNATIONAL OFFERING]

The institutions named below (the "Managers"), have, pursuant to a
Subscription Agreement dated , 1996 (the "Subscription Agreement"),
severally and not jointly, agreed with the Company to subscribe and pay for the
following respective numbers of International Shares as set forth opposite their
names:

<TABLE>
<CAPTION>
NUMBER OF
NAME OF MANAGER INTERNATIONAL SHARES
--------------- --------------------
<S> <C>
CS First Boston Limited.............................................
Salomon Brothers International Limited..............................
Hambrecht & Quist LLC...............................................

---------
Total.....................................................
=========
</TABLE>

The Subscription Agreement provides that the obligations of the Managers
are such that, subject to certain conditions precedent, the Managers will be
obligated to purchase all of the International Shares offered hereby (other than
those shares covered by the over-allotment option described below) if any are
purchased. The Subscription Agreement provides that, in the event of a default
by a Manager, in certain circumstances the purchase commitments of
non-defaulting managers may be increased or the Subscription Agreement may be
terminated.

The Company has entered into an Underwriting Agreement with the U.S.
Underwriters of the U.S. Offering (the "U.S. Underwriters") providing for the
concurrent offer and sale of the U.S. Shares in the United States and Canada.
The closing of the U.S. Offering is a condition to the closing of the
International Offering and vice versa.

The Company has granted to the Managers and the U.S. Underwriters an
option, exercisable by CS First Boston Corporation, the representative of the
U.S. Underwriters, expiring at the close of business on the 30th day after the
date of this Prospectus to purchase up to additional shares at the
initial public offering price, less the underwriting discounts and commissions,
all as set forth on the cover page of this Prospectus. Such option may be
exercised only to cover over-allotments in the sale of the shares of Class A
Common Stock offered hereby. To the extent that this option to purchase is
exercised, each Manager and each U.S. Underwriter will become obligated, subject
to certain conditions, to purchase approximately the same percentage of
additional shares being sold to the Managers and the U.S. Underwriters as the
number of International Shares set forth next to such Manager's name in the
preceding table and as the number set forth next to such U.S. Underwriter's name
in the corresponding table in the Prospectus relating to the U.S. Offering bears
to the sum of the total number of shares of Class A Common Stock in such tables.

The Company has been advised by CS First Boston Limited ("CSFBL"), on
behalf of the Managers, that the Managers propose to offer the International
Shares outside the United States and Canada initially at the public offering
price set forth on the cover page of this Prospectus and, through the Managers,
to certain dealers at such price less a commission of $ per share and that
the Managers and such dealers may reallow a commission of $ per share on
sales to certain other dealers. After the initial public offering, the public
offering price and commission and reallowance may be changed by the Managers.

The offering price and the aggregate underwriting discounts and commissions
per share and per share commission and reallowance to dealers for the
International Offering and the concurrent U.S. Offering will be identical.
Pursuant to an Agreement between the U.S. Underwriters and the Managers (the
"Intersyndicate Agreement") relating to the Offerings, changes in the offering
price, the aggregate underwriting discounts and
<PAGE> 92

commissions per share and per share commission and reallowance to dealers will
be made only upon mutual agreement of CSFBL, on behalf of the Managers, and CS
First Boston Corporation ("CSFBC") as representative of the U.S. Underwriters.

Pursuant to the Intersyndicate Agreement, each of the Managers has agreed
that, as part of the distribution of the International Shares and subject to
certain exceptions, it has not offered or sold, and will not offer or sell,
directly or indirectly, any shares of Class A Common Stock or distribute any
prospectus relating to the Class A Common Stock in the United States or Canada
or to any other dealer who does not so agree. Each of the U.S. Underwriters has
agreed that, as part of the distribution of the U.S. Shares and subject to
certain exceptions, it has not offered or sold and will not offer or sell,
directly or indirectly, any shares of Class A Common Stock or distribute any
prospectus relating to the Class A Common Stock to any person outside the United
States or Canada or to any dealer who does not so agree. The foregoing
limitations do not apply to stabilization transactions or to transactions
between the Managers and the U.S. Underwriters pursuant to the Intersyndicate
Agreement. As used herein, "United States" means the United States of America
(including the States and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction, "Canada" means Canada,
its provinces, territories and possessions and other areas subject to its
jurisdiction, and an offer or sale shall be in the United States or Canada if it
is made to (i) any individual resident of the United States or Canada or (ii)
any corporation, partnership, pension, profit-sharing or other trust or other
entity (including any such entity acting as an investment advisor with
discretionary authority) whose office most directly involved with the purchase
is located in the United States or Canada.

Pursuant to the Intersyndicate Agreement, sales may be made between the
Managers and the U.S. Underwriters of such number of shares of Class A Common
Stock as may be mutually agreed upon. The price of any shares of Class A Common
Stock so sold will be the public offering price less such amount agreed upon by
CSFBL, on behalf of the Managers, and CSFBC, as representative of the U.S.
Underwriters, but not exceeding the selling concession applicable to such
shares. To the extent there are sales between the Managers and the U.S.
Underwriters pursuant to the Intersyndicate Agreement, the number of shares of
Class A Common Stock initially available for sale by the Managers or by the U.S.
Underwriters may be more or less than the amount appearing on the cover page of
this Prospectus. Neither the Managers nor the U.S. Underwriters are obligated to
purchase from the other any unsold shares of Class A Common Stock.

Each of the Managers and the U.S. Underwriters severally represents and
agrees that: (i) it has not offered or sold and prior to the date six months
after the date of issue of the Class A Common Stock will not offer or sell any
Class A Common Stock to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (ii) it has complied and will comply with
all applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the Class A Common Stock in, from or
otherwise involving the United Kingdom; and (iii) it has only issued or passed
on and will only issue or pass on in the United Kingdom any document received by
it in connection with the issue of the Class A Common Stock to a person who is
of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such
document may otherwise lawfully be issued or passed on.

The Company and all of its current stockholders, directors and officers
have agreed that they will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file, or cause to be filed,
with the Securities and Exchange Commission a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), relating to any
additional shares of its Class A Common Stock or securities convertible into or
exchangeable or exercisable for any shares of its Class A Common Stock, or
publicly disclose the intention to make any such offer, sale, pledge, disposal
or filing, without the prior written consent of CSFBC for a period of 180 days
after the date of this Prospectus, except for grants of employee stock options
or rights by the Company pursuant to a plan in effect on the date of this
Prospectus, issuances pursuant to the exercise of such options or rights and any
filing of a registration statement under the Securities Act with respect to any
of the foregoing permitted issuances or grants.
<PAGE> 93

The U.S. Underwriters have reserved up to shares of Class A
Common Stock offered in the U.S. Offering for sale to certain directors,
officers and employees of the Company and its affiliates, business affiliates
and related persons who have expressed an interest in purchasing such reserved
shares at the initial public offering price. The number of shares available to
the general public will be reduced to the extent such employees purchase
reserved shares. Any reserved shares that are not so purchased by such employees
will be offered by the U.S. Underwriters to the general public on the same terms
as the other shares offered hereby.

The Company has agreed to indemnify the Managers and the U.S. Underwriters
against certain liabilities, including civil liabilities under the Securities
Act, or to contribute to payments that the Managers and the U.S. Underwriters
may be required to make in respect thereof.
<PAGE> 94

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<S> <C> <C>
1.1 Form of Underwriting Agreement*......................................
1.2 Form of Subscription Agreement*......................................
1.3 Intersyndicate Agreement between U.S. Underwriters and Managers*.....
3.1 Amended and Restated Certificate of Incorporation of Weider Nutrition
International, Inc.*.................................................
3.2 Amended and Restated Bylaws of Weider Nutrition International,
Inc.*................................................................
4.1 Form of Class A Common Stock Certificate*............................
5.1 Opinion of Latham & Watkins as to the validity of the Common
Stock*...............................................................
10.1 Build-To-Suit Lease Agreement, dated March 20, 1996, between SCI
Development Services Incorporated and Weider Nutrition Group,
Inc.*................................................................
10.2 Agreement by and between Joseph Weider and Weider Health and
Fitness*.............................................................
10.3 Form of 1996 Weider Nutrition International, Inc. Stock Option
Plan*................................................................
10.4 Form of Tax Indemnification Agreement by and among Weider Nutrition
International, Inc., Weider Health and Fitness and the consolidated
subsidiaries of Weider Health and Fitness*...........................
10.5 Form of Profit Sharing Plan*.........................................
10.6 Form of 401(k) Pension Plan*.........................................
10.7 Form of Employment Agreement between Weider Nutrition International,
Inc. and Richard B. Bizzaro*.........................................
10.8 Form of Employment Agreement between Weider Nutrition International,
Inc. and Robert K. Reynolds*.........................................
10.9 Form of Advertising Agreement between Weider Nutrition International,
Inc. and Weider Publishing Group Limited*............................
10.10 Shareholders Agreement No. 1 between Weider Health and Fitness and
Hornchurch Investments Limited*......................................
10.11 Shareholders Agreement No. 2 between Weider Health and Fitness and
Hornchurch Investments Limited*......................................
10.12 Shareholders Agreement between Weider Health and Fitness and Bayonne
Settlement*..........................................................
10.13 Shareholders Agreement between Weider Health and Fitness and Ronald
Corey.*
10.14 Form of Amendment and Waiver among Weider Health and Fitness,
Hornchurch Investments Limited, Bayonne Settlement and Ronald
Corey*...............................................................
11 Statement regarding computation of per share earnings*...............
21 Subsidiaries of Weider Nutrition International, Inc*.................
23.1 Consent of Deloitte & Touche LLP*....................................
23.3 Consent of Latham & Watkins (including in Exhibit 5.1)...............
24 Powers of Attorney, included on page II-5*...........................
27.1 Financial Data Schedule Summary......................................
</TABLE>

- ---------------
* To be filed by amendment.

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF WEIDER NUTRITION INTERNATIONAL, INC. AT MAY
31, 1995 AND 1996 AND FOR THE YEARS ENDING MAY 31, 1994, 1995 AND 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS
INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-____) OF
WEIDER NUTRITION INTERNATIONAL, INC.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS

<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> MAY-31-1996 MAY-31-1996
<PERIOD-START> JUN-01-1995 JUN-01-1995
<PERIOD-END> MAY-31-1996 AUG-31-1996
<EXCHANGE-RATE> 1 1
<CASH> 1,591,969 841,093
<SECURITIES> 0 0
<RECEIVABLES> 33,663,162 31,615,206
<ALLOWANCES> 136,934 173,532
<INVENTORY> 42,382,410 46,208,887
<CURRENT-ASSETS> 86,045,114 83,633,507
<PP&E> 27,036,972 29,091,829
<DEPRECIATION> 5,625,752 6,533,243
<TOTAL-ASSETS> 133,147,088 132,103,517
<CURRENT-LIABILITIES> 38,539,574 43,625,054
<BONDS> 55,275,093<F1> 47,379,112<F1>
0 0
0 0
<COMMON> 1,197 1,197
<OTHER-SE> 39,331,224 41,098,154
<TOTAL-LIABILITY-AND-EQUITY> 133,147,088 132,103,517
<SALES> 186,404,690 46,926,889
<TOTAL-REVENUES> 186,404,690 46,926,889
<CGS> 116,176,179 29,739,439
<TOTAL-COSTS> 116,176,179 29,739,439
<OTHER-EXPENSES> 3,547,327 945,044
<LOSS-PROVISION> 98,300 68,218
<INTEREST-EXPENSE> 3,816,195 1,452,073
<INCOME-PRETAX> 25,171,103 4,182,565
<INCOME-TAX> 10,207,215 1,685,635
<INCOME-CONTINUING> 14,963,888 2,496,930
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 14,963,888 2,496,930
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
<FN>
<F1>AS OF MAY 31, 1996, THE COMPANY INTENDED TO REFINANCE A PORTION OF THE PAYABLE
TO WEIDER BALANCE. THE $15 MILLION NOTE WAS EXECUTED ON SEPTEMBER 26, 1996;
THEREFORE, $15 MILLION HAS BEEN RECLASSIFIED TO LONG TERM DEBT.
</FN>

</TABLE>