SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
VitaminShoppe.com, Inc.
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(Name of Issuer)
Class A Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
92848M 10 4
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(CUSIP Number)
Jeffrey J. Horowitz
Vitamin Shoppe Industries Inc.
4700 Westside Avenue
North Bergen, NJ 07047
(201) 866-7711
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 12, 2001
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(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 that 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 |_|.
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 ("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).
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SCHEDULE 13D
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CUSIP No. 92848M 10 4 Page 2 of 5 Pages
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________________________________________________________________________________
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO OF ABOVE PERSON
Vitamin Shoppe Industries Inc.
________________________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
2 (b) [_]
________________________________________________________________________________
SEC USE ONLY
3
________________________________________________________________________________
SOURCE OF FUNDS
4
OO
________________________________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
________________________________________________________________________________
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York
________________________________________________________________________________
Number of SOLE VOTING POWER
Shares 7 13,081,500
Beneficially
Owned by ________________________________________________________________
Each SHARED VOTING POWER
Reporting 8 0
Person
With ________________________________________________________________
SOLE DISPOSITIVE POWER
9
13,081,500
________________________________________________________________
SHARED DISPOSITIVE POWER
10
0
________________________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
13,081,500
________________________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES [_]
________________________________________________________________________________
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
64.3%
________________________________________________________________________________
TYPE OF REPORTING PERSON
14
CO
________________________________________________________________________________
<PAGE>
Preamble
--------
This Statement relates to the class A common stock, par value of $.0l
per share (the "Class A Common Stock"), of VitaminShoppe.com, Inc., a Delaware
corporation (the "Issuer"). This Amendment amends the Schedule 13D Statement
(the "Schedule 13D") of Vitamin Shoppe Industries Inc. (the "Reporting Person")
relating to the Issuer filed on December 20, 2000, by amending Items 4 and 7
with the additions as follows:
The Schedule 13D was filed in connection with the Reporting Person's
submission to the Issuer's Board of Directors of a proposal to merge the Issuer
with and into the Reporting Person. This Amendment is filed in connection with
the Agreement and Plan of Merger (the "Merger Agreement") by and between the
Reporting Person and the Issuer, providing for the merger of the Issuer with and
into the Reporting Person, pursuant to which the Reporting Person will be the
surviving corporation and all of the shares of Class A Common Stock of the
Issuer other than those held by the Reporting Person will be converted into the
right to receive $1.00 in cash. The value of the merger to the Issuer's
stockholders other than the Reporting Person is approximately $7.3 million.
Except as provided herein, this Amendment does not modify any of the
information previously reported on the Schedule 13D.
Item 4. Purpose of Transaction.
-----------------------
As previously reported in the Schedule 13D, on December 19, 2000, the
Reporting Person submitted a letter to the Board of Directors of the Issuer
setting forth the Reporting Person's proposal to merge the Issuer with and into
the Reporting Person, pursuant to which the Reporting Person would be the
surviving corporation and all of the shareholders of the Issuer other than the
Reporting Person would receive $1.00 per share in cash. Subsequently, the
Reporting Person entered into negotiations with the Board of Directors and a
special committee of independent directors (the "Special Committee"). The
Special Committee has retained independent financial and legal advisors. Upon
successful completion of these negotiations, on January 12, 2001, the Reporting
Person and the Issuer executed the Merger Agreement, pursuant to which (and
subject to the terms and conditions therein) the Issuer will merge with and into
the Reporting Person and all of the shareholders of the Issuer other than the
Reporting Person will receive $1.00 per share in cash. A copy of the Merger
Agreement is attached hereto as Exhibit 5 and is incorporated herein by
reference, and the description herein of such agreement is qualified in its
entirety by reference to such agreement.
On January 12, 2001, the Reporting Person obtained a private equity
financing commitment from its majority shareholder, VS LLC, to finance the
contemplated merger transaction in an amount sufficient to pay the merger
consideration and the costs and expenses related thereto up to $10.0
million. A copy of such commitment letter is attached hereto as Exhibit 6 and is
incorporated herein by reference, and the description herein of such commitment
letter is qualified in its entirety by reference to such written commitment.
The Reporting Person intends to take steps necessary to complete the
proposed merger transaction. There can be no assurance, however, that such a
transaction will be
3
<PAGE>
consummated. The proposed merger is subject to a number of conditions, including
the approval of the shareholders of the Issuer. In addition, the proposed merger
transaction is conditioned on the Reporting Person obtaining the approval of the
Reporting Person's senior lenders and its subordinated debt holders.
If the Reporting Person successfully completes the merger, the Issuer's
Class A Common Stock will be delisted from NASDAQ and eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities and Exchange Act
of 1934, as amended.
Item 7. Materials to be Filed as Exhibits.
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Exhibit No. Description
----------- -----------
5 Agreement and Plan of Merger, dated January 12,
2001, by and between the Issuer and the Reporting
Person.
6 Commitment for Private Equity Financing, dated
January 12, 2001, by and between VS LLC and the
Reporting Person.
4
<PAGE>
SIGNATURE
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: January 12, 2001
VITAMIN SHOPPE INDUSTRIES INC.
By: /s/ Jeffrey J. Horowitz
-------------------------------------
Jeffrey J. Horowitz
Chairman
5
<PAGE>
Index to Exhibits
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Exhibit No. Description
----------- -----------
5 Agreement and Plan of Merger, dated January 12,
2001, by and between the Issuer and the Reporting
Person.
6 Commitment for Private Equity Financing, dated
January 12, 2001, by and between VS LLC and the
Reporting Person.
