UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
VitaminShoppe.com, Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
92848M 10 4
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
* 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 in 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 ("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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
922433.1
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<TABLE>
<CAPTION>
CUSIP No. 92848M 10 4 SCHEDULE 13G
<S> <C> <C>
1 Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Vitamin Shoppe Industries Inc.
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) / /
(b) / /
3 SEC Use Only
4 Citizenship or Place of Organization
New York
5 Sole Voting Power
NUMBER OF 13,081,500 (See Item 4, below)
SHARES
BENEFICIALLY 6 Shared Voting Power
OWNED BY 0
EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH: 13,081,500 (See Item 4, below)
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
13,081,500 (See Item 4, below)
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / /
11 Percent of Class Represented by Amount in Row (9)
64.3%
12 Type of Reporting Person (See Instructions)
CO
</TABLE>
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CUSIP No. 92848M 10 4 SCHEDULE 13G
Item 1(a) Name of Issuer
VitaminShoppe.com, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices
444 Madison Avenue, Suite 802
New York, New York 10022
Item 2(a) Name of Persons Filing
Vitamin Shoppe Industries Inc. (the "Reporting Person")
Item 2(b) Address of Principal Business Office or, if none, Residence
The address of the principal place of business of the Reporting Persons
is 4700 Westside Avenue, North Bergen, New Jersey 07047.
Item 2(c) Citizenship
The Reporting Person is a New York corporation.
Item 2(d) Title of Class of Securities
Shares of Class A Common Stock, par value $0.01 per share.
Item 2(e) CUSIP Number
92848M 10 4
Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
Inapplicable.
Item 4. Ownership
See Items (5)-(9) and (11) of the cover pages to this Schedule 13G.
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CUSIP No. 92848M 10 4 SCHEDULE 13G
The shares of Class A Common Stock reported in this Schedule 13G as
beneficially owned by the Reporting Person are not yet issued but are issuable
upon the conversion of the 13,081,500 shares of Class B Common Stock of the
Issuer, par value $0.01 per share (the "Class B Common Stock") currently held by
the Reporting Person. At the option of the holder, each share of Class B Common
Stock is convertible into one share of Class A Common Stock. Each share of Class
B Common Stock automatically converts into one share of Class A Common Stock
upon any sale to a person or entity not affiliated with the Reporting Person.
Holders of Class A Common Stock are entitled to one vote per share; holders of
Class B Common Stock are entitled to six votes per share.
VS Investors LLC ("VS LLC"), a Delaware limited liability company, owns
70% of the capital stock of the Reporting Person. FdG Associates Acquisition
L.P. ("Associates"), a Delaware limited partnership, is the managing member of
VS LLC. FdG Acquisition Corp. ("Acquisition"), a Delaware corporation, is the
general partner of Associates. Charles de Gunzberg is on the board of directors
of Acquisition and the Reporting Person, and is also the president and 50% owner
of the capital stock of Acquisition. M. Anthony Fisher is on the board of
directors of Acquisition, the Reporting Person and the Issuer, and is also the
owner of 50% of the capital stock of Acquisition. None of VS LLC, Associates,
Acquisition, Mr. de Gunzberg or Mr. Fisher has the power to vote or dispose of
the Class B Common Stock held by the Reporting Person or the underlying shares
of Class A Common Stock reported in this Schedule 13G as beneficially owned by
the Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class
Inapplicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Inapplicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
Inapplicable.
Item 8. Identification and Classification of Members of the Group
Inapplicable.
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CUSIP No. 92848M 10 4 SCHEDULE 13G
Item 9. Notice of Dissolution of Group
Inapplicable.
Item 10. Certification
Inapplicable.
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SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct. In addition, each of the undersigned
hereby agrees that this statement is filed on behalf of each of the parties
listed below.
Dated: February 14, 2000
VITAMIN SHOPPE INDUSTRIES INC.
By: /s/ Larry Segall
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Name: Larry Segall
Title: Chief Financial Officer
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