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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/ X / QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the quarterly period ended MARCH 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________________ to ___________________________
Commission file number 0-15712
HERBALIFE INTERNATIONAL, INC.
-----------------------------
(Exact name of Registrant as specified in its charter)
Nevada 22-2695420
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1800 Century Park East, Los Angeles, California 90067
----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(310) 410-9600
--------------
(Registrant's telephone number, including area code)
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(Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report
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
----- -----
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the registrant's classes of
Common Stock, as of May 2, 1996: 29,751,864.
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HERBALIFE INTERNATIONAL, INC.
Index to Financial Statements and Exhibits
Filed with the Quarterly Report of the Company on Form 10-Q
For the Three Months Ended March 31, 1996
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements: Page No.
--------
Consolidated Balance Sheets 2
Consolidated Statements of Income 3
Consolidated Statements of Cash Flows 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9-11
Signature 12
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
HERBALIFE INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
December 31, March 31,
1995 1996
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 69,176,000 $ 65,348,000
Marketable securities 35,050,000 31,420,000
Receivables 18,617,000 19,494,000
Inventories 40,904,000 43,170,000
Prepaid income taxes 1,457,000
Prepaid expenses and other current assets 5,763,000 7,646,000
Deferred income taxes 7,818,000 7,465,000
------------ ------------
Total current assets 178,785,000 174,543,000
------------ ------------
PROPERTY - at cost 39,637,000 42,288,000
Less accumulated depreciation and
amortization (23,036,000) (24,293,000)
------------ ------------
16,601,000 17,995,000
------------ ------------
OTHER ASSETS 8,500,000 6,727,000
GOODWILL, net of accumulated amortization
of $1,083,000 (1995) and $1,126,000
(1996) 3,804,000 3,761,000
------------ ------------
TOTAL $207,690,000 $203,026,000
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 18,667,000 $ 16,441,000
Royalty overrides 32,366,000 27,612,000
Accrued expenses 17,275,000 24,411,000
Dividends payable 4,542,000 4,465,000
Current portion of bank loans and
contracts payable 1,185,000 1,176,000
Advance sales deposits 16,572,000 8,937,000
Income taxes payable 3,052,000 3,319,000
------------ ------------
Total current liabilities 93,659,000 86,361,000
------------ ------------
BANK LOANS AND CONTRACTS PAYABLE 1,779,000 1,533,000
------------ ------------
DEFERRED INCOME TAXES 2,722,000 3,077,000
------------ ------------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; authorized
100,000,000 shares, issued 29,887,864
(1995) and 29,751,864 (1996) shares 300,000 299,000
Paid-in-capital in excess of par value 40,417,000 38,802,000
Retained earnings, including cumulative
translation adjustments of $1,194,000
(1995) and $326,000 (1996) 70,517,000 74,465,000
Unearned compensation (1,716,000) (1,515,000)
Unrealized loss on marketable securities 12,000 4,000
------------ ------------
Total stockholders' equity 109,530,000 112,055,000
------------ ------------
TOTAL $207,690,000 $203,026,000
------------ ------------
------------ ------------
See the accompanying notes to consolidated financial statements
<PAGE>
HERBALIFE INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
March 31, 1995 March 31, 1996
-------------- --------------
Retail sales $ 229,166,000 $ 276,572,000
Less distributor allowances on product
purchases (107,554,000) (130,349,000)
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Net sales 121,612,000 146,223,000
Cost of sales 34,459,000 40,466,000
Royalty overrides 34,704,000 43,218,000
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Operating margin 52,449,000 62,539,000
Marketing, distribution and administrative
expenses 42,951,000 48,704,000
Interest income - net (583,000) (918,000)
-------------- --------------
Income before income taxes 10,081,000 14,753,000
Income taxes 3,780,000 5,533,000
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NET INCOME $ 6,301,000 $ 9,220,000
-------------- --------------
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EARNINGS PER SHARE $0.21 $0.30
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WEIGHTED AVERAGE SHARES OUTSTANDING 30,381,101 31,011,269
-------------- --------------
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CASH DIVIDENDS PER COMMON SHARE $0.22 $0.15
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See the accompanying notes to consolidated financial statements
<PAGE>
HERBALIFE INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31, 1995 March 31, 1996
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 6,301,000 $ 9,220,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 1,913,000 2,289,000
Deferred income taxes (664,000) 684,000
Amortization of unearned compensation 293,000 201,000
Foreign exchange gain (2,357,000) (137,000)
Other 105,000 7,000
Changes in operating assets and liabilities:
Receivables 6,102,000 (1,168,000)
Inventories 872,000 (2,763,000)
Prepaid expenses and other current assets 3,075,000 (2,051,000)
Other assets (1,513,000) 632,000
Accounts payable (3,229,000) (1,997,000)
Royalty overrides 1,270,000 (4,597,000)
Accrued expenses (2,181,000) 7,614,000
Advance sales deposits (1,330,000) (7,436,000)
Income taxes payable 12,776,000 1,891,000
-------------- --------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 21,433,000 2,389,000
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property (1,969,000) (2,776,000)
Proceeds from sale of property 228,000
Changes in marketable securities 4,506,000 3,622,000
-------------- --------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 2,765,000 846,000
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid (6,597,000) (4,480,000)
Additions to loans payable 596,000 207,000
Principal payments on loans payable (350,000) (490,000)
Exercise of stock options 73,000 105,000
Stock repurchases (1,839,000)
Other 98,000
-------------- --------------
NET CASH USED BY FINANCING ACTIVITIES (6,278,000) (6,399,000)
-------------- --------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 58,000 (664,000)
-------------- --------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 17,978,000 (3,828,000)
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE PERIOD 34,284,000 69,176,000
-------------- --------------
CASH AND CASH EQUIVALENTS AT THE END OF THE
PERIOD $52,262,000 $65,348,000
-------------- --------------
-------------- --------------
See the accompanying notes to consolidated financial statements
<PAGE>
HERBALIFE INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. INTERIM FINANCIAL INFORMATION
The unaudited interim financial information of Herbalife International, Inc.
(the "Company") has been prepared in accordance with Article 10 of the
Securities and Exchange Commission's Regulation S-X. In the opinion of
management, the accompanying interim financial information contains all
adjustments, consisting of normal recurring adjustments, necessary to present
fairly the Company's financial statements as of March 31, 1996 and for the
three month periods ended March 31, 1995 and 1996.
2. CONTINGENCIES
In January 1995, the Company and certain of its officers and directors were
served with three complaints alleging violation of federal securities laws.
In March 1995, the Court consolidated the three complaints. In January 1996,
the court dismissed in its entirety the plaintiffs' consolidated complaint.
In February 1996, the plaintiffs filed a notice of appeal of the court's
order of dismissal. The Company has certain indemnity obligations to the
named officers and directors. The Company has directors and officers'
liability insurance which, subject to certain customary exceptions and
exclusions, is expected to cover a portion or all of any such obligations
less the Company's self-retention amount. Based upon review of the
allegations of the complaints, the court's dismissal of the complaints and
analysis by litigation counsel, the Company believes that it has substantial
and meritorious defenses to the asserted claims and is vigorously contesting
these claims.
The Company's French subsidiary has been subject to a tax audit by French tax
authorities, who are proposing that significant value added, withholding, and
income taxes are due. The Company and its tax advisors believe that the
Company has substantial defenses and the Company is vigorously contesting
these and other potential assessments. However, the ultimate resolution of
this matter may take several years.
Furthermore, the Company is from time to time engaged in routine litigation
incident to the conduct of its business. The Company regularly reviews all
pending litigation matters in which it is involved and, estimating the impact
of such litigation matters, establishes reserves considered appropriate by
management. The Company's estimates of the impact of these matters may change
as the matters progress and are ultimately resolved.
<PAGE>
HERBALIFE INTERNATIONAL, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Throughout this report "retail sales" are determined as the gross sales
amounts reflected on the Company's invoices to its distributors. The Company
does not receive the amount reported as "retail sales", and the Company does
not monitor the actual retail prices charged for the Company's products. "Net
sales" represent the actual purchase prices paid to the Company by its
distributors, after giving effect to distributor discounts (referred to as
"distributor allowances"), which total approximately 50% of suggested retail
sales prices. The Company receives its net sales price in cash or through
credit card payments upon receipt of orders from distributors. The Company's
"operating margin" consists of net sales less (i) "cost of sales," consisting
of the prices paid by the Company to its manufacturers for products and costs
related to product shipments, foreign duties and tariffs and similar
expenses, and (ii) "royalty overrides," currently consisting of (a) royalties
(5% to 15%) and bonuses (up to 6%) on the suggested retail sales prices of
products earned by qualifying distributors on the sales of other distributors
within their distributor organizations, and (b) the President's Team Bonus
payable to certain of the Company's most senior distributors in the aggregate
amount of up to an additional 1% of product retail sales. Royalty overrides
as reported in the Consolidated Statements of Income are net of a handling
fee (6% of retail sales) charged by the Company to its distributors on
purchases of products from the Company.
The Company's use of "retail sales" in reporting financial and operating data
reflects the fundamental role of "retail sales" in the Company's accounting
systems, internal controls and operations, including the basis upon which
distributor bonuses are paid. The retail sales price of the Company's
products is reflected in distributor invoices as the price charged to
distributors together with, in most cases, a deduction for the corresponding
distributor allowance. The retail sales price is used by the Company to
calculate, among other things, royalty overrides and "volume points" earned
by distributors. Volume points are point values assigned to each of the
Company's products that are equal in all countries, and are used as a
supervisor qualification criteria. In addition, management relies upon
"retail sales" data reflected in daily sales reports to monitor results of
operations in each of the Company's markets.
The significance of the Company's "net sales" is to reflect, generally, the
prices actually received by the Company after deducting the basic distributor
allowance, but before deducting royalty overrides and bonuses. The ratio of
the Company's "retail sales" to "net sales" is relatively constant because
distributor allowances historically total approximately 50% of suggested
retail sales prices. Accordingly, factors that affect "retail sales"
generally have a corresponding and proportionate effect on "net sales." To
the extent the ratio of "retail sales" to "net sales" varies from period to
period, such variances have resulted principally from sales of the Company's
distributor kits and other educational and promotional materials, for which
there are no distributor allowances. Sales of such items initially decreased
and thereafter stabilized as a percentage of total retail sales since 1991,
but such decreases have not had a material impact on the ratio of the
Company's "retail sales" to "net sales" or on the Company's operating margin.
The Company's results of operations for the periods described below are not
necessarily indicative of results of operations for future periods, which
depend upon numerous factors including the Company's ability in the future to
enter new markets and introduce additional and new products into its markets.
COMPARISON OF FIRST QUARTER 1996 TO 1995
Retail sales for the three months ended March 31, 1996 increased 20.7% to
$276.6 million compared to the corresponding prior year period. Regionally,
retail sales in the first quarter of 1996 compared to the first quarter of
1995 increased 113.3% and 18.7% in Asia/Pacific Rim and The Americas,
respectively; and remained flat in Europe on a year to year basis. In
Asia/Pacific Rim, retail sales increased from $25.0 million in 1995 to $53.3
million in 1996. Retail sales in The Americas of $98.7 million in 1995
increased to $117.1 million in 1996. In Europe, retail sales were $105.5
million in 1995 compared to $106.1 million in 1996.
In The Americas, combined retail sales in 1996 increased $18.4 million, or
18.7%, when compared to 1995. This was primarily due to the opening of Brazil
in October 1995 which reported retail sales of $25.4 million in 1996,
partially offset by a sales decline in Argentina and Mexico totaling $6.7
million. Within The Americas, U.S. retail sales accounted for $81.9 million or
<PAGE>
HERBALIFE INTERNATIONAL, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST QUARTER 1996 TO 1995 (CONTINUED)
29.6% of total worldwide retail sales in 1996, compared to $84.7 million or
37.0% of total worldwide retail sales in 1995. The decline in U.S. retail
sales as a percentage of worldwide retail sales primarily resulted from sales
growth of foreign markets, namely Japan, Brazil and Russia.
The growth in Asia/Pacific Rim primarily resulted from increased retail sales
in Japan of $33.4 million, or 379% as compared to the same period of the
prior year, and retail sales of $2.3 million in Taiwan, which opened in July
1995. The retail sales growth in Asia/Pacific Rim was partially offset by
decreased sales of $5.1 million in the Philippines.
In Europe, retail sales in new countries together with increased retail sales
in Poland and Sweden were offset by retail sales decreases in existing
countries, primarily Germany. The decrease in Germany of $30.1 million was
due in part to the continued suspension of sales of Thermojetics-R- Instant
Herbal Beverage in that country which began in July 1995. The suspension led
to an increase in product returns and distributor resignations, as well as a
decline in sales of other products. The Company believes that a significant
factor affecting these markets has been the opening of other new markets
within the same geographic region or with the same or similar language or
cultural bases, and the inclination of some distributors to focus their
attention on business opportunities provided by new markets which can have a
negative impact on existing markets.
Operating margin increased 19.2% to $62.5 million in 1996 from $52.4 million
in 1995. As a percentage of retail sales, operating margin for 1996 decreased
modestly to 22.6% from 22.9% in 1995. This decrease is due to an increase in
royalty overrides as a percentage of retail sales resulting from a
modification to the marketing plan made in June 1995, which increased the
royalties earned by distributors and increased bonuses payable to certain of
the Company's senior distributors.
Marketing, distribution and administrative expenses as a percentage of retail
sales decreased to 17.6% in 1996 from 18.7% in 1995. These expenses increased
13.4% to $48.7 million in 1996 from $43.0 million in 1995. Distribution
expenses increased primarily due to facility and staff expansions in Japan
and new country openings in Brazil, South Africa, and Taiwan. Administrative
expenses increased due to continued emphasis on government and media
relations and increased compensation and other costs related primarily to the
expansion into additional countries. In addition, foreign exchange losses
were $0.2 million in 1996 compared to a gain of $1.6 million in the prior
year. Selling expenses decreased as a result of a revised format in which
sales events are scheduled throughout the year rather than concentrated in a
particular period.
Income taxes increased $1.7 million to $5.5 million in 1996 from $3.8 million
in 1995. As a percentage of pre-tax income, income taxes remained constant at
37.5%.
Net income increased 46.3% to $9.2 million in 1996 from $6.3 million in 1995
as a result of the factors described above. The increase primarily resulted
from increased retail sales and a decrease in marketing, distribution and
administrative expenses as a percentage of retail sales.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically met its working capital and capital expenditure
requirements, including funding for expansion of operations, through net cash
provided by operating activities. For the three months ended March 31, 1996,
net cash provided by operating activities was $2.4 million, compared to $21.4
million for the three months ended March 31, 1995. The decrease primarily
resulted from (i) non-recurring 1995 income tax refunds; (ii) comparably
higher receivable balances primarily resulting from new and existing country
expansion as compared to significantly lower receivables in the prior year,
(iii) reductions in advanced sales deposit balances and royalty override
accruals primarily due to timing issues, and (iv) increased inventory
balances resulting primarily from new country expansion and new product
introductions. These
<PAGE>
HERBALIFE INTERNATIONAL, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
reductions were partially offset by increased net income and additional
liquidity provided by higher accounts payable and accrued expense balances.
Capital expenditures for the three months ended March 31, 1996 were $2.8
million compared to $2.0 million for the corresponding prior year period. The
majority of the 1996 expenditures were made to expand office facilities and
equipment to support growth. For 1996, the Company is planning to invest up
to $7 million in management information systems including hardware and
software. In connection with its entry into each new market, the Company
funds inventory requirements and typically establishes either a full-service
distribution center, sales office, a fulfillment center or compliance office,
or a combination of the foregoing. While the capital requirements associated
with entry into new markets vary, the Company estimates that approximately $7
million will be required for pre-opening expenses and capital expenditures
associated with its 1996 new market expansion activities.
Stockholders' equity increased $2.5 million to $112.1 million during the
three months ended March 31, 1996. In 1996, net income of $9.2 million was
partially offset by $4.5 million of dividends declared and stock repurchases
of $1.8 million. The payment of dividends is determined by the Board of
Directors at its discretion and the amounts of dividends declared and paid in
future quarters will depend, among other factors, on increased levels of
profitability, as well as other planned uses of the Company's cash resources.
On January 12, 1996, the Company announced that its Board of Directors had
approved a share repurchase program pursuant to which up to $5 million could
be expended to repurchase shares of the Company's common stock. As of April
30, 1996, the Company had expended $3.3 million to make repurchases of its
shares in the public market.
In total, cash and cash equivalents totaled $65.3 million at March 31, 1996
compared to $69.2 million at December 31, 1995. At March 31, 1996, the
Company's cash, cash equivalents and marketable securities aggregate balance
was $96.8 million, which represents a $7.5 million decrease from the balance
as of December 31, 1995.
The Company has not been subjected to material price increases by its
suppliers for several years. The Company believes that it has the ability to
respond to a portion or possibly all of any price increases by raising the
price of its products. Purchases by the Company from its suppliers are made
in U.S. dollars, while sales to distributors are generally made in local
currencies. Consequently, strengthening of the U.S. dollar versus a foreign
currency can have a negative impact on operating margins and can generate
transaction losses on intercompany transactions. The Company enters into
forward exchange contracts to manage its foreign exchange risk on
intercompany transactions.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See discussion under "Legal Proceedings" in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995 and in footnote
three to the Financial Statements included in Item 1 of this document.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
HERBALIFE INTERNATIONAL, INC.
EXHIBIT INDEX
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Exhibit
Number Description Page No./(Footnote)
- --------------------------------------------------------------------------------
3.1 Articles of Incorporation (2)
3.2 Articles of Amendment to the Articles of
Incorporation dated December 10, 1986 (2)
3.3 Articles of Amendment to the Articles of
Incorporation dated November 22, 1989 (2)
3. 4 Certificate of Determination relating to the
Company's Senior Convertible Preferred Stock
dated February 11, 1993 (7)
3.5 Certificate of Amendment to Articles of
Incorporation dated May 14, 1993 (7)
3.6 Amended and Restated Bylaws (7)
4.1 Form of Common Stock Certificate (7)
10.1 Agreement between Herbalife International of
America, Inc. and D&F Industries, Inc. dated
May 12, 1993 (7)
10.2 Agreement between Herbalife International of
America, Inc. and Raven Industries, Inc. dated
May 12, 1993 (7)
10.3 Agreement between Herbalife International of
America, Inc. and Dynamic Products, Inc. dated
May 12, 1993 (7)
10.4 Master Lease between the Company and Trizec
Properties, Inc. dated July 17, 1991 (4)
10.5 Equipment Lease Agreement between the Company
and Hewlett Packard dated May 21, 1992 (5)
10.6 Final Judgment and Permanent Injunction, entered
into on October, 1986 by the parties to that
action entitled People of the State of
California, et al., v Herbalife International,
Inc. et al., Case No. 92767 in the Superior
Court of the State of California for the County
of Santa Cruz (1)
10.7 Permitting Agreement between the Company and
Nippon Herbalife K.K. effective July 27, 1988 (3)
10. 8 Exclusive License Agreement between the Company
and Nippon Herbalife K.K. dated August 25, 1988 (3)
10.9 First Addendum to Exclusive License Agreement
between the Company and Nippon Herbalife K.K.
dated April 10, 1991 (7)
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
- --------------------------------------------------------------------------------
Exhibit
Number Description Page No./(Footnote)
- --------------------------------------------------------------------------------
10.10 Second Addendum to Exclusive License Agreement
dated between the Company and Nippon Herbalife
K.K. dated May 22, 1992 (5)
10.11 The Company's 1988 Incentive Plan (1)
10.12 The Company's 1991 Stock Option Plan, as amended (6),(12)
10.13 The Company's Executive Incentive Compensation
Plan, as amended (7),(12)
10.14 Form of Individual Participation Agreement
relating to the Company's Executive Compensation
Plan (7)
10.15 Employment Agreement between the Company and
Norman Friedmann dated August 1, 1992 (5)
10.17 Amendment to Employment Agreement between the
Company and Norman Friedmann dated July 27, 1993 (7)
10.18 Amendment to Employment Agreement between the
Company and David Addis dated June 29, 1993 (7)
10.19 Form of Letter Agreement between the
Compensation Committee of the Board of Directors
of the Company and Mark Hughes (7)
10.20 Form of Indemnity Agreement between the Company
and certain officers and directors of the Company (7)
10.21 Trust Agreement among the Company, Citicorp
Trust, N.A. and certain officers and directors
of the Company (7)
10.22 Form of Stock Appreciation Rights Agreement
between the Company and certain directors of the
Company (7)
10.23 1994 Performance Based Annual Incentive
Compensation Plan (9),(12)
10.24 Form of Promissory Note for Advances under the
Company's 1994 Performance Based Annual
Incentive Compensation Plan (10)
10.25 Employment Agreement between the Company and
Chris Pair dated April 3, 1994 (8)
10.26 Deferred Compensation Agreement between the
Company and Michael Rosen (10)
10.27 Office lease agreement between the Company and
State Teacher's Retirement System, dated
July 20, 1995 (11)
10.28 Form of stock appreciation rights agreements
between the Company and certain directors of
the Company (11)
10.29 The Company's Senior Executive Deferred
Compensation Plan, effective January 1, 1996 (11)
10.30 The Company's Management Deferred Compensation
Plan, effective January 1, 1996 (11)
10.31 Matter Trust Agreement between the company and
Imperial Trust Company, Inc., effective
January 1, 1996 (11)
10.32 The Company's 401K Plan (11)
21 List of subsidiaries of the Company (11)
27 Financial Data Schedule (via EDGAR) (13)
- --------------------------------------------------------------------------------
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
FOOTNOTES
(1) Incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1987.
(2) Incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1989.
(3) Incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1990.
(4) Incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1991.
(5) Incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992.
(6) Incorporated by reference to the Company's
definitive Proxy Statement relating to its annual meeting of
shareholders held May 20, 1993.
(7) Incorporated by reference to the Company's
Registration Statement on Form S-1 (No. 33-66576) declared
effective by the Securities and Exchange Commission on October 8, 1993.
(8) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the three months ended June 30, 1994.
(9) Incorporated by reference to the Company's Definitive Proxy
Statement relating to its 1994 Annual Meeting of Stockholders.
(10) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994.
(11) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995.
(12) Form of the amended and restated plan, to be submitted for
shareholder approval at the 1996 Annual Meeting, incorporated
by reference to the Company's Proxy Statement relating to its
1996 Annual Meeting of Shareholders.
(13) Filed herewith.
(b) REPORTS ON FORM 8-K
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: May 15, 1996
HERBALIFE INTERNATIONAL, INC.
(Registrant)
By: /s/ TIMOTHY GERRITY
-------------------
Timothy Gerrity
Executive Vice President and
Chief Financial Officer
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