UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 12 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____ TO ____.
COMMISSION FILE NUMBER:
333-12929
WEIDER NUTRITION INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 87-0563574
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2002 SOUTH 5070 WEST
SALT LAKE CITY, UTAH 84104-4726
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(801) 975-5000
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
The number of shares outstanding of the Registrant's common stock is 24,948,381
(as of March 22, 1999.)
<PAGE>
PART I. FINANCIAL INFORMATION
The purpose of this amendment to the Form 10-Q for the quarter ended
February 28, 1999 for Weider Nutrition International, Inc. ("Weider") is to
eliminate the financial data schedule that was erroneously filed by Weider's
financial printer as Exhibit 27.2. The financial data schedule relates to a
company other than Weider. The information contained in Part I of Weider's
original Form 10-Q for the quarter ended February 28, 1999 is incorporated by
reference herein without any modification.
PART II. OTHER INFORMATION
ITEMS 1-5.
The information set forth in Items 1-5 of Part II in the Company's
original Form 10-Q for the quarter ended February 28, 1999 is incorporated by
reference herein without any modification.
-2-
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
5.1 Stock Purchase Agreement, dated July 9, 1998, by and among Weider
Nutrition Group, Inc. and Wolfgang Brandt and Eberhardt Schluter.(2)
5.2 Amendment Deed to Stock Purchase Agreement, dated July 24, 1998. (2)
5.3 Share Transfer Deed, dated July 24, 1998. (2)
3.1 Amended and Restated Certificate of Incorporation of Weider Nutrition
International, Inc. (1)
3.2 Amended and Restated Bylaws of Weider Nutrition International, Inc. (1)
4.1 Amended and Restated Credit Agreement dated as of May 6, 1997 among Weider
Nutrition International, Inc., certain subsidiaries, certain lenders
and General Electric Capital Corporation. (3)
4.2 First Amendment to Amended and Restated Credit Agreement dated as of
August 27, 1997 among Weider Nutrition International, Inc. and certain of
its affiliates and General Electric Capital Corporation and certain other
lenders. (3)
4.3 Second Amendment to Amended and Restated Credit Agreement dated as of
February 1998 among Weider Nutrition International, Inc. and certain of
its affiliates and General Electric Capital Corporation and certain other
lenders. (3)
4.4 Third Amendment to Amended and Restated Credit Agreement dated as of July
28, 1998 among Weider Nutrition International, Inc. and certain of its
affiliates and General Electric Capital Corporation and certain other
lenders. (4)
4.5 Fourth Amendment to Amended and Restated Credit Agreement dated as of
December 2, 1998 among Weider Nutrition International, Inc. and certain of
its affiliates and General Electric Capital Corporation and certain other
lenders. (4)
4.6 Fifth Amendment to Amended and Restated Credit Agreement dated as of
December 15, 1998 among Weider Nutrition International, Inc. and certain
of its affiliates and General Electric Capital Corporation and certain
other lenders. (4)
4.7 Sixth Amendment to Amended and Restated Credit Agreement dated as of March
4, 1999 among Weider Nutrition International, Inc. and certain of its
affiliates and General Electric Capital Corporation and certain other
lenders. (5)
10.1 Build-To-Suit Lease Agreement, dated March 20, 1996, between SCI
Development Services Incorporated and Weider Nutrition Group, Inc. (1)
10.2 Agreement by and between Joseph Weider and Weider Health and Fitness. (1)
10.3 1997 Equity Participation Plan of Weider Nutrition International, Inc. (1)
10.4 Form of Tax Sharing Agreement by and among Weider Nutrition International,
Inc. and its subsidiaries and Weider Health and Fitness and its
subsidiaries. (1)
10.5 Form of employment Agreement between Weider Nutrition International, Inc.
and Richard B. Bizzaro. (1)
10.6 Form of Employment Agreement between Weider Nutrition International, Inc.
and Robert K. Reynolds, as amended. (5)
10.7 Form of Senior Executive Employment Agreement between Weider Nutrition
International, Inc. and certain senior executives of the Company. (1)
10.8 Advertising Agreement between Weider Nutrition International, Inc. and
Weider Publications, Inc. (1)
10.9 Amended and Restated Shareholders Agreement between Weider Health and
Fitness and Hornchurch Investments Limited (1)
10.10 Amended and Restated Shareholders Agreement between Weider Health and
Fitness, Bayonne Settlement and Ronald Corey. (1)
10.11 Indemnification Agreement between Weider Nutrition Group, Inc. and Showa
Denko America. (1)
10.12 License Agreement between Mariz Gestao E Investmentos Limitada and Weider
Nutrition Group Limited. (1)
10.13 Form of Employment Agreement between Weider Nutrition International, Inc.
and David J. Gustin. (5)
-3-
<PAGE>
21 Subsidiaries of Weider Nutrition International, Inc. (1)
27.1 FINANCIAL DATA SCHEDULE SUMMARY (6)
(1) Filed as an Exhibit to the Company's Registration Statement on From S-1
(File No. 333-12929) and incorporated herein by reference.
(2) Previously filed in the Company's Current Report on Form 8-K dated as of
July 24, 1998 and incorporated herein by reference.
(3) Previously filed in the Company's Current Report on Form 10-Q dated as of
October 14, 1998 and incorporated herein by reference.
(4) Previously filed in the Company's Current Report on Form 10-Q dated as of
January 14, 1999 and incorporated herein by reference.
(5) Previously filed in the Company's original Current Report on Form 10-Q for
the quarter ended February 28, 1999, filed with the Commission on April 6,
1999.
(6) FILED HEREWITH.
- -----------------
(b) Reports on Form 8-K
None
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amended Form 10-Q for the quarter ended
February 28, 1999 to be signed on its behalf by the undersigned thereunto duly
authorized.
WEIDER NUTRITION INTERNATIONAL, INC.
Date: April 7, 1999 BY: /S/ ROBERT K. REYNOLDS
Robert K. Reynolds, Chief
Operating Officer, Executive
Vice President and Director
Date: April 7, 1999 BY: /s/ STEPHEN D. YOUNG
Stephen D. Young, Chief
Financial Officer, and
Executive Vice President
-5-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF WEIDER NUTRITION INTERNATIONAL, INC. AS OF,
AND FOR THE NINE MONTHS ENDING FEBRUARY 28, 1999, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1999
<PERIOD-END> FEB-28-1999
<CASH> 2,278
<SECURITIES> 64,126
<RECEIVABLES> 1,813
<ALLOWANCES> 74,172
<INVENTORY> 148,048
<CURRENT-ASSETS> 64,722
<PP&E> 15,734
<DEPRECIATION> 2,692
<TOTAL-ASSETS> 270,572
<CURRENT-LIABILITIES> 163,470
<BONDS> 5,365
0
0
<COMMON> 249
<OTHER-SE> 98,944
<TOTAL-LIABILITY-AND-EQUITY> 270,572
<SALES> 240,250
<TOTAL-REVENUES> 240,250
<CGS> 154,869
<TOTAL-COSTS> 154,869
<OTHER-EXPENSES> 83,832
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,197
<INCOME-PRETAX> (5,643)
<INCOME-TAX> (2,317)
<INCOME-CONTINUING> (3,326)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,326)
<EPS-PRIMARY> (.13)
<EPS-DILUTED> (.13)
</TABLE>
