<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
Weider Nutrition International, Inc.
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(Name of Issuer)
Class A Common Stock, $0.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
--------------------------------------------------------------------------------
(CUSIP Number)
Wynnchurch Capital, Ltd.
150 Field Drive, Suite 165
Lake Forest, Illinois 60045
(847) 604-6100
Attention: John Tomes
with a copy to:
Laurence R. Bronska, Esq.
Altheimer & Gray
10 South Wacker Drive
Chicago, Illinois 60606
(312) 715-4028
-------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 2000
-------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended ("Act"), or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
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CUSIP NO. 13D Page 2 of 14 Pages
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1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Wynnchurch Capital Partners, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a):
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
[_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
-----------------------------------------------------------
NUMBER OF
SHARES 7. SOLE VOTING POWER: -0-
BENEFICIALLY -----------------------------------------------------------
OWNED BY
8. SHARED VOTING POWER: 1,174,955 (1)(2)
EACH
REPORTING -----------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER: -0-
WITH
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 1,174,955 (1)(2)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,174,955 (1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.2% (3)
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14. TYPE OF REPORTING PERSON: PN
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(1) Based on Warrant to purchase 563,508 shares of Class A Common Stock issued
to Wynnchurch Capital Partners, L.P. and Warrant to purchase 611,447 shares
of Class A Common Stock issued to Wynnchurch Capital Partners Canada, L.P.
(2) Power is exercised through Wynnchurch Management, Inc., the sole general
partner of the sole general partner of Wynnchurch Capital Partners, L.P.
and Wynnchurch GP Canada, Inc., the sole general partner of the sole
general partner of Wynnchurch Capital Partners Canada, Inc.
(3) Based on 9,354,641 shares of Class A Common Stock outstanding as of
February 29, 2000, as disclosed on Issuer's 10Q.
<PAGE>
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CUSIP NO. 13D Page 3 of 14 Pages
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1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Wynnchurch Partners, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) :
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: Not applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
[_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
-----------------------------------------------------------
NUMBER OF
SHARES 7. SOLE VOTING POWER: -0-
BENEFICIALLY -----------------------------------------------------------
OWNED BY
8. SHARED VOTING POWER: 1,174,955 (1)
EACH
REPORTING -----------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER: -0-
WITH
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 1,174,955 (1)(2)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,174,955 (1)
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.2% (2)
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: PN
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(1) Solely in its capacity as the sole general partner of Wynnchurch Capital
Partners, L.P.
(2) Based on 9,354,641 shares of Common Stock outstanding as of February 29,
2000, as disclosed on Issuer's 10Q.
<PAGE>
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CUSIP NO. 13D Page 4 of 14 Pages
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1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Wynnchurch Management, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) :
------------------------------------------------------------------------------
3. SEC USE ONLY
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4. SOURCE OF FUNDS: Not applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
[_]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
-----------------------------------------------------------
NUMBER OF
SHARES 7. SOLE VOTING POWER: -0-
BENEFICIALLY -----------------------------------------------------------
OWNED BY
8. SHARED VOTING POWER: 1,174,955 (1)
EACH
REPORTING -----------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER: -0-
WITH
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 1,174,955 (1)(2)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,174,955 (1)
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.2% (2)
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: CO
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(1) Solely in its capacity as the sole general partner of Wynnchurch Capital
Partners, L.P.
(2) Based on 9,354,641 shares of Common Stock outstanding as of February 29,
2000, as disclosed on Issuer's 10Q.
<PAGE>
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CUSIP No. 13D Page 5 of 14 Pages
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1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Wynnchurch Capital Partners Canada, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a):
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: WC
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
[_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
-----------------------------------------------------------
NUMBER OF
SHARES 7. SOLE VOTING POWER: -0-
BENEFICIALLY -----------------------------------------------------------
OWNED BY
8. SHARED VOTING POWER: 1,174,955 (1)
EACH
REPORTING -----------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER: -0-
WITH
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 1,174,955 (1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,174,955 (1)
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.2% (2)
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: PN
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(1) Based on Warrant to purchase 563,508 shares of Class A Common Stock issued
to Wynnchurch Capital Partners, L.P. and Warrant to purchase 611,447 shares
of Class A Common Stock issued to Wynnchurch Capital Partners Canada, L.P.
(2) Power is exercised through Wynnchurch Management, Inc., the sole general
partner of the sole general partner of Wynnchurch Capital Partners, L.P.
and Wynnchurch GP Canada, Inc., the sole general partner of the sole
general partner of Wynnchurch Capital Partners Canada, Inc.
(3) Based on 9,354,641 shares of Class A Common Stock outstanding as of
February 29, 2000, as disclosed on Issuer's 10Q.
<PAGE>
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CUSIP NO. 13D Page 6 of 14 Pages
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1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Wynnchurch Partners Canada, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) :
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS: Not applicable
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
[_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: Alberta, Canada
-----------------------------------------------------------
NUMBER OF
SHARES 7. SOLE VOTING POWER: -0-
BENEFICIALLY -----------------------------------------------------------
OWNED BY
8. SHARED VOTING POWER: 1,174,955 (1)
EACH
REPORTING -----------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER: -0-
WITH
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 1,174,955 (1)(2)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,174,955 (1)
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.2% (2)
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: PN
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(1) Solely in its capacity as the sole general partner of Wynnchurch Capital
Partners, L.P.
(2) Based on 9,354,641 shares of Common Stock outstanding as of February 29,
2000, as disclosed on Issuer's 10Q.
<PAGE>
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CUSIP NO. 13D Page 7 of 14 Pages
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1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Wynnchurch GP Canada, Inc.
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) :
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS: Not applicable
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
[_]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
-----------------------------------------------------------
NUMBER OF
SHARES 7. SOLE VOTING POWER: -0-
BENEFICIALLY -----------------------------------------------------------
OWNED BY
8. SHARED VOTING POWER: 1,174,955 (1)
EACH
REPORTING -----------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER: -0-
WITH
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 1,174,955 (1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,174,955 (1)
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.2% (2)
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: CO
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(1) Solely in its capacity as the sole general partner of Wynnchurch Capital
Partners, L.P.
(2) Based on 9,354,641 shares of Common Stock outstanding as of February 29,
2000, as disclosed on Issuer's 10Q.
<PAGE>
Item 1. Security and Issuer.
--------------------
This Schedule 13D relates to the shares of Class A common stock, $0.01 par
value (the "Shares") of Weider Nutrition International, Inc., a Delaware
corporation ("Issuer").
The principal executive offices of Issuer are located at 2002 South 5070
West, Salt Lake City, Utah 84104-4726.
Item 2. Identity and Background.
-----------------------
Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G under the Securities
Exchange Act of 1934, as amended (the "Act"), the undersigned hereby files this
on behalf of Wynnchurch Capital Partners, L.P., a Delaware limited partnership
("Wynnchurch US"), Wynnchurch Capital, L.P., a Delaware limited partnership ("US
GP"), Wynnchurch Management, Inc., a Delaware corporation ("US Management"),
Wynnchurch Capital Partners Canada, L.P., an Alberta limited partnership
("Wynnchurch Canada"), Wynnchurch Partners Canada, L.P., an Alberta limited
partnership ("Canada GP"), and Wynnchurch GP Canada, Inc., a Delaware
corporation ("Canada Management"), Wynnchurch US, US GP, US Management,
Wynnchurch Canada, Canada GP, and Canada Management, are sometimes hereinafter
referred to collectively as the "Reporting Persons."
The Reporting Persons may be deemed to constitute a group within the
meaning of Section 13(d)(3) of the Act. Neither the present filing nor anything
contained herein shall be construed as (i) an admission that the Reporting
Persons constitute a "person" or "group" for any purpose or (ii) an admission
that the Reporting Persons are, for the purposes of Section 13(d) or 13(g) of
the Act, beneficial owners of any of the securities owned by any of Management
or the Trust. Pursuant to Rule 13d-1(k)(2) under the Act, the Reporting Persons
are filing this Schedule 13D on their own behalf and not on behalf of any other
person. Attached hereto as Exhibit 1 is the statement made pursuant to Rule
13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations under
the Act.
(a) - (c)
Wynnchurch US
-------------
Wynnchurch US is a Delaware limited partnership, the principal business of
which is a private investment partnership. The principal business and office
address of Wynnchurch US is 150 Field Drive, Suite 165, Chicago, Illinois 60045.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to US GP, the general partner of Wynnchurch US, is set forth below.
US GP
-----
US GP is a Delaware limited partnership, the principal business of which is
serving as the sole general partner of Wynnchurch US. The principal business
and office address of US GP is 150 Field Drive, Suite 165, Chicago, Illinois
60045. Pursuant to Instruction C to Schedule 13D of the Act, certain
information with respect to US Management, the general partner of US GP, is set
forth below.
US Management
-------------
US Management is a Delaware corporation, the principal business of which is
to serve as the sole general partner of US GP. The principal business and
office address of US Management is 150 Field Drive, Suite 165, Chicago, Illinois
60045. Pursuant to Instruction C to Schedule 13D of the Act, certain
information with respect to the three directors (who are also officers) of US
Management, is set forth below.
<PAGE>
Wynnchurch Canada
-----------------
Wynnchurch Canada is an Alberta limited partnership, the principal business
of which is a private investment partnership. The principal business and office
address of Wynnchurch Canada is Suite 1500, 855, 2nd Street West, Calgary
Alberto T2P4J7. Pursuant to Instruction C to Schedule 13D of the Act, certain
information with respect to Canada GP, the general partner of Wynnchurch Canada,
is set forth below.
Canada GP
---------
Canada GP is an Alberta limited partnership, the principal business of
which is to serve as the sole general partner of Wynnchurch Canada. The
principal business and office address of Canada GP is Suite 1500, 855, 2nd
Street West, Calgary Alberto T2P4J7. Pursuant to Instruction C to Schedule 13D
of the Act, certain information with respect to Canada Management, the general
partner of Canada GP, is set forth below.
Canada Management
-----------------
Canada Management is a Delaware corporation, the principal business of
which is to serve as the sole general partner of Canada GP. The principal
business and office address of Canada Management is 150 Field Drive, Suite 165,
Chicago, Illinois 60045. Pursuant to Instruction C to Schedule 13D of the Act,
certain information with respect to the three directors (who are also officers)
of Canada Management is set forth below.
Mr. Tomes
---------
The following disclosure is being made pursuant to Instruction C to
Schedule 13D of the Act. John W. Tomes ("Mr. Tomes") is a director, the Vice
President and Secretary of both US Management and Canada Management. His
principal business and office address is c/o Wynnchurch Capital, 150 Field
Drive, Suite 165, Chicago, Illinois 60045.
Mr. Hatherly
------------
The following disclosure is being made pursuant to Instruction C to
Schedule 13D of the Act. John A. Hatherly ("Mr. Hatherly") is a director, the
President and Treasurer of both US Management and Canada Management. His
principal business and office address is c/o Wynnchurch Capital, 150 Field
Drive, Suite 165, Chicago, Illinois 60045.
Mr. Renaud
----------
The following disclosure is being made pursuant to Instruction C to
Schedule 13D of the Act. Richard Renaud ("Mr. Renaud") is a director and
Chairman of the Board of both US Management and Canada Management. His principal
business and office address is c/o TNG Corporation, One Place Ville-Marie, Suite
3303 Montreal, Quebec H3B3N2.
(d) None of the Reporting Persons have during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons have during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Tomes is a citizen of the United States. Messrs. Hatherly and
Renaud are citizens of Canada.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The source and amount of funds or other consideration used by the Reporting
Persons to purchase the Notes (as defined below) and the Warrants (as defined
below) consisted of $10,000,000 (of which $3,524,865 was allocated to the
Warrants) of working capital invested by the partners of Wynnchurch US and
Wynnchurch Canada. The "Notes" means (1) the Senior Subordinated Note dated
June 30, 2000 in the principal amount of $4,795,534 to the order of Wynnchurch
US and (2) the Senior Subordinated Note dated June 30, 2000 in the principal
amount of $5,204,466 to the order of Wynnchurch Canada. The "Warrants" means
(1) the Warrant to purchase 563,508 Shares issued to Wynnchurch US and (2) the
Warrant to purchase 611,447 Shares issued to Wynnchurch Canada. The Notes and
the Warrants are attached as exhibits hereto and are incorporated herein by
reference.
Item 4. Purpose of Transaction.
----------------------
The Reporting Persons acquired the Warrants to purchase the Shares in
connection with the purchase of the Notes pursuant to a Senior Subordinated Loan
Agreement dated June 30, 2000, between Weider Nutrition Group, Inc. and
Wynnchurch US and Wynnchurch Canada (the "Loan Agreement") attached as an
exhibit hereto and incorporated herein by reference. Under the terms of the
Loan Agreement, the Issuer is bound by affirmative and negative covenants and
will remain bound by certain of the covenants as long as the Reporting Persons
own 50% of the Warrants or the Shares into which the Warrants are exercisable.
In addition, Wynnchurch US and Wynnchurch Canada received certain
visitation and board observer rights under the Warrants. Consistent with such
reporting requirements and rights, the Reporting Persons have had, and may have
in the future, discussions with management of the Issuer concerning the Issuer's
recent operating history as well as the Issuer's general business outlook and
prospects. The Reporting Persons acquired the Warrants reported herein, in
connection with the Loan Agreement, for investment purposes.
Depending on market conditions and other factors that each may deem
material to its investment decision, each of the Reporting Persons may purchase
additional Shares in the open market or in private transactions or may dispose
of all or a portion of the Shares that such Reporting Person now owns or
hereafter may acquire, subject to transfer restrictions contained in the Loan
Agreement or imposed by law.
Except as set forth in this Item 4, the Reporting Persons have no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Each of the calculations in this Item 5 is based on 9,354,641 Shares
outstanding as of February 29, 2000, as reported in the Issuer's most recent 10Q
and assumes the exercise of the Warrants held by Wynnchurch US and Wynnchurch
Canada into 1,174,955 Shares (which Warrants are currently exercisable or
exercisable within sixty days of the date hereof). Statements regarding power
to vote and dispose of the Shares assume that the Warrants have been exercised.
(a)
Wynnchurch US and Wynnchurch Canada
-----------------------------------
The aggregate number of Shares that Wynnchurch US and Wynnchurch Canada may
be deemed to beneficially own, pursuant to Rule 13d-3 of the Act, is 1,174,955
which constitutes approximately 11.2% of the outstanding Shares.
<PAGE>
US GP
-----
As the sole general partner of Wynnchurch US, US GP may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 1,174,955 Shares,
which constitutes approximately 11.2% of the outstanding Shares. US GP
disclaims beneficial ownership of all such Shares.
US Management
-------------
As the sole general partner of US GP, US Management may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 1,174,955 Shares,
which constitutes approximately 11.2% of the outstanding Shares. US Management
disclaims beneficial ownership of all such Shares.
Canada GP
---------
As the sole general partner of Wynnchurch Canada, Canada GP may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,174,955
Shares, which constitutes approximately 11.2% of the outstanding Shares. Canada
GP disclaims beneficial ownership of all such Shares.
Canada Management
-----------------
As the sole general partner of Canada GP, Canada Management may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,174,955
Shares, which constitutes approximately 11.2% of the outstanding Shares. Canada
Management disclaims beneficial ownership of all such Shares.
(b)
Wynnchurch US and Wynnchurch Canada
-----------------------------------
Acting through its sole general partner, Wynnchurch US has the sole power
to vote or to direct the vote and to dispose or direct the disposition of
563,508 Shares. Acting through its sole general partner, Wynnchurch Canada has
the sole power to vote or to direct the vote and to dispose or direct the
disposition of 611,447 Shares.
<PAGE>
US GP
-----
Acting through its sole general partner and in its capacity as the sole
general partner of Wynnchurch US, US GP has the sole power to vote or to direct
the vote and to dispose or direct the disposition of 563,508 Shares.
US Management
-------------
As the general partner of US GP, which is the general partner of Wynnchurch
US, US Management has the sole power to vote or to direct the vote and to
dispose or direct the disposition of 563,508 Shares.
Canada GP
---------
Acting through its sole general partner and in its capacity as the sole
general partner of Wynnchurch Canada, Canada GP has the sole power to vote or to
direct the vote and to dispose or direct the disposition of 611,447 Shares.
Canada Management
-----------------
As the general partner of Canada GP, which is the general partner of
Wynnchurch Canada, Canada Management has the sole power to vote or to direct the
vote and to dispose or direct the disposition of 611,447 Shares.
(c) To the best of the knowledge of each of the Reporting Persons, none of
the persons named in response to paragraph (a) has effected any transaction in
Shares during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
----------------------------
Except as set forth herein or in the Exhibits filed herewith and
incorporated herein by reference, the Reporting Persons do not have any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the Shares of the Issuer, finder's fees,
joint ventures, loan or option
<PAGE>
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, or a pledge or power over the Shares of
the Issuer.
Item 7. Materials to be Filed as Exhibits.
----------------------------------
Exhibit A Statement made pursuant to Rule 13d-1(k)(1)(iii) of
Regulation 13D-G of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended.
Exhibit B Senior Subordinated Loan Agreement dated June 30, 2000,
between Weider Nutrition Group, Inc., Wynnchurch US and
Wynnchurch Canada.
Exhibit C Senior Subordinated Note dated June 30, 2000, in the
principal amount of $4,795,534 to the order of
Wynnchurch US.
Exhibit D Senior Subordinated Note dated June 30, 2000, in the
principal amount of $5,204,466 to the order of
Wynnchurch Canada.
Exhibit E Warrant to purchase 563,508 Shares issued to Wynnchurch
US.
Exhibit F Warrant to purchase 611,447 Shares issued to Wynnchurch
Canada.
Exhibit G Registration Rights Agreement dated June 30, 2000 by
and among Issuer, Wynnchurch US and Wynnchurch Canada.
Exhibit H Power of Attorney
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 10, 2000
WYNNCHURCH CAPITAL PARTNERS, L.P.
By: Wynnchurch Partners, L.P., its general
partner
By: Wynnchurch Management, Inc., its
general partner
By: /s/ John Tomes*
----------------
Name: John Tomes
Its: Vice President
WYNNCHURCH CAPITAL PARTNERS CANADA, L.P.
By: Wynnchurch Partners Canada, L.P., its
general partner
By: Wynnchurch GP Canada, Inc., its
general partner
By: /s/ John Tomes*
---------------
Name: John Tomes
Its: Vice President
WYNNCHURCH PARTNERS, L.P.
By: Wynnchurch Management, Inc., its
general partner
By: /s/ John Tomes*
---------------
Name: John Tomes
Its: Vice President
WYNNCHURCH MANAGEMENT, INC.
By: /s/ John Tomes*
---------------
Name: John Tomes
Its: Vice President
WYNNCHURCH PARTNERS CANADA, L.P.
By: Wynnchurch GP Canada, Inc., its
general partner
By: /s/ John Tomes*
---------------
Name: John Tomes
Its: Vice President
WYNNCHURCH GP CANADA, INC.
By: /s/ John Tomes*
---------------
Name: John Tomes
Its: Vice President
*By: /s/ Alisa B. Hoy
----------------
Alisa B. Hoy
Attorney-in-Fact
