<PAGE> 1
SCHEDULE 13E-3/A
(Rule l3e-1)
Transaction Statement Pursuant to Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 Thereunder
(Amendment No. 7)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e)
of the Securities Exchange Act of 1934)
HERBALIFE INTERNATIONAL, INC.
(Name of Issuer)
HERBALIFE INTERNATIONAL, INC.
MARK HUGHES
MH MILLENNIUM HOLDINGS LLC
MH MILLENNIUM ACQUISITION CORP.
(Name of Persons Filing statement)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Classes of Securities)
---------
426908208 (CLASS A)
426908307 (CLASS B)
(CUSIP Number of Classes of Securities)
-----------
Herbalife International, Inc.
1800 Century Park East
Los Angeles, California 90067
Tel: (310) 410-9600
Attn. Robert A. Sandler, Esq.
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
Copies to:
Anthony T. Iler, Esq.
Irell & Manella LLP
333 South Hope Street, Suite 3300
Los Angeles, California 90071
(213) 620-1555
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The filers hereby amend and supplement their Schedule 13e-3, filed
September 17, 1999 (as amended, the "Schedule 13e-3"), as set forth in this
Amendment No. 7. Capitalized terms used but not defined herein have the
meanings assigned to them in the Tender Offer Statement on Schedule 14D-1 of MH
Millennium Holdings LLC and its wholly owned subsidiary MH Millennium
Acquisition Corp. filed with the SEC on September 17, 1999, as amended.
<PAGE> 3
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS:
The exhibits to the Schedule 13e-3 are amended and restated, and exhibit
(d)(9) is added, as follows:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
(a)(1) Letter from Donaldson, Lufkin & Jenrette Securities
Corporation to the Board of Directors and the Special
Committee of Herbalife International, Inc., dated September
13, 1999 (incorporated by reference to Exhibit (b)(1) of
amendment number 2 to Schedule 14D-1).
(b)(1) Fairness Opinion of Bear, Stearns & Co. Inc. dated
September 13, 1999 (included as Annex B to Exhibit (d)(i)).
(b)(2) Presentation materials prepared by Bear, Stearns & Co. Inc.
presented to the Special Committee of the Board of
Directors of the Company on September 13, 1999 (filed with
the Schedule 13e-3 filed on September 17, 1999).
(c)(1) Agreement and Plan of Merger, dated as of September 13,
1999, by and among the Company, Purchaser, Parent, The Mark
Hughes Family Trust and Mark Hughes (included as Annex A to
Exhibit (d)(1)).
(c)(2) The Equity Commitment letter from Mark Hughes to the
Company dated September 10, 1999 (incorporated herein by
reference to Exhibit (c)(2) to the Schedule 14D-1).
(d)(1) Offer to Purchase, dated September 17, 1999 (incorporated
herein by reference to Exhibit (a)(1) to the Schedule
14D-1).
(d)(2) Letter of Transmittal (incorporated herein by reference to
Exhibit (a)(2) to the Schedule 14D-1).
(d)(3) Notice of Guaranteed Delivery (incorporated herein by
reference to Exhibit (a)(3) to the Schedule 14D-1).
(d)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated herein by
reference to Exhibit (a)(4) to the Schedule 14D-1).
(d)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated
herein by reference to Exhibit (a)(5) to the Schedule
14D-1).
(d)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (incorporated herein by
reference to Exhibit (a)(6) to the Schedule 14D-1).
(d)(7) Summary Advertisement, dated September 17, 1999
(incorporated herein by reference to Exhibit (a)(7) to the
Schedule 14D-1).
(d)(8) Press Release, dated September 13, 1999, issued by
Purchaser (incorporated herein by reference to Exhibit
(a)(8) to the Schedule 14D-1).
(d)(9) Press Release, dated October 21, 1999 (incorporated by
reference to Exhibit (a)(13) of amendment number 8 to
Schedule 14D-1).
(e) Description of Dissenter's Rights (included as Annex C to
Exhibit (d)(1)).
(f) Not Applicable.
(g)(1) Complaint in Patricia Lisa and Harbor Finance Partners vs.
Mark Hughes, et al., Case No. BC 216711 (CA Sup. Ct.,
September 14, 1999) (incorporated by reference to
Exhibit (g)(1) of amendment number 2 to Schedule 14D-1).
(g)(2) Complaint in Stuart H. Savett vs. Herbalife International,
Inc., et al., Case No. BC 216761 (CA Sup. Ct., September 14,
1999) (incorporated by reference to Exhibit (g)(2) of
amendment number 2 to Schedule 14D-1).
(g)(3) Complaint in Kenneth Schweitzer vs. Herbalife
International, Inc., et al., Case No. BC 216823 (CA Sup.
Ct., September 15, 1999) (incorporated by reference to
Exhibit (g)(3) of amendment number 2 to Schedule 14D-1).
(g)(4) Complaint in Frances Longstreth vs. Herbalife
International, Inc., Case No. BC 216911 (CA Sup. Ct.,
September 16, 1999) (incorporated by reference to
Exhibit (g)(4) of amendment number 2 to Schedule 14D-1).
(g)(5) Complaint in Rae Ellen Plattus vs. Christopher Pair, et
al., Case No. BC 216904 (CA Sup. Ct., September 16, 1999)
(incorporated by reference to Exhibit (g)(5) of amendment
number 2 to Schedule 14D-1).
(g)(6) Complaint in Colleen M. Tharp vs. Herbalife International,
Inc., Case No. A408158II (NV Dist. Ct., September 14, 1999)
(incorporated by reference to Exhibit (g)(6) of amendment
number 2 to Schedule 14D-1).
(g)(7) Complaint in Francis Mcfarlain, IRA vs. Herbalife
International, Inc., Case No. A408159I (NV Dist. Ct.,
September 15, 1999) (incorporated by reference to
Exhibit (g)(7) of amendment number 2 to Schedule 14D-1).
(g)(8) Complaint in Lee Brenin vs. Mark Hughes, et al., Case No.
BC 216932 (CA Sup. Ct., September 17, 1999) (incorporated by
reference to Exhibit (g)(8) of amendment number 2 to
Schedule 14D-1).
(g)(9) Complaint in Kevin Coyle vs. Mark Hughes, et al., Case No.
BC216759 (CA Sup. Ct., September 14, 1999) (incorporated by
reference to Exhibit (g)(9) of amendment number 4 to
Schedule 14D-1).
(g)(10) Complaint in Kevin Coyle vs. Mark Hughes, et al., Case No.
A408466 (NV Dist. Ct., September 22, 1999) (incorporated by
reference to Exhibit (g)(10) of amendment number 4 to
Schedule 14D-1).
(g)(11) Complaint in Michael Vaupel vs. Mark Hughes, et al., Case
No. BC217257 (CA Sup. Ct., September 23, 1999) (incorporated
by reference to Exhibit (g)(11) of amendment number 6
to Schedule 14D-1).
(h)(1) Preliminary Information Statement filed on Schedule 14C by
Herbalife International, Inc., on September 29, 1999.*
(h)(2) Definitive Information Statement filed on Schedule 14C by
Herbalife International, Inc., on October 15, 1999.*
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* Previously filed.
</TABLE>
<PAGE> 4
After due 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.
October 25, 1999 HERBALIFE INTERNATIONAL, INC.
By: /s/ TIMOTHY GERRITY
-----------------------------------------
Name: Timothy Gerrity
Title: Chief Financial Officer
MARK HUGHES
By: /s/ MARK HUGHES
-----------------------------------------
Name: Mark Hughes
MH MILLENNIUM HOLDINGS LLC
By: /s/ MARK HUGHES
-----------------------------------------
Name: Mark Hughes
Title: Managing Member
MH MILLENNIUM ACQUISITION CORP.
By: /s/ MARK HUGHES
-----------------------------------------
Name: Mark Hughes
Title: President
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
(a)(1) Letter from Donaldson, Lufkin & Jenrette Securities
Corporation to the Board of Directors and the Special
Committee of Herbalife International, Inc., dated September
13, 1999 (incorporated by reference to Exhibit (b)(1) of
amendment number 2 to Schedule 14D-1).
(b)(1) Fairness Opinion of Bear, Stearns & Co. Inc. dated
September 13, 1999 (included as Annex B to Exhibit (d)(i)).
(b)(2) Presentation materials prepared by Bear, Stearns & Co. Inc.
presented to the Special Committee of the Board of
Directors of the Company on September 13, 1999 (filed with
the Schedule 13e-3 filed on September 17, 1999).
(c)(1) Agreement and Plan of Merger, dated as of September 13,
1999, by and among the Company, Purchaser, Parent, The Mark
Hughes Family Trust and Mark Hughes (included as Annex A to
Exhibit (d)(1)).
(c)(2) The Equity Commitment letter from Mark Hughes to the
Company dated September 10, 1999 (incorporated herein by
reference to Exhibit (c)(2) to the Schedule 14D-1).
(d)(1) Offer to Purchase, dated September 17, 1999 (incorporated
herein by reference to Exhibit (a)(1) to the Schedule
14D-1).
(d)(2) Letter of Transmittal (incorporated herein by reference to
Exhibit (a)(2) to the Schedule 14D-1).
(d)(3) Notice of Guaranteed Delivery (incorporated herein by
reference to Exhibit (a)(3) to the Schedule 14D-1).
(d)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated herein by
reference to Exhibit (a)(4) to the Schedule 14D-1).
(d)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated
herein by reference to Exhibit (a)(5) to the Schedule
14D-1).
(d)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (incorporated herein by
reference to Exhibit (a)(6) to the Schedule 14D-1).
(d)(7) Summary Advertisement, dated September 17, 1999
(incorporated herein by reference to Exhibit (a)(7) to the
Schedule 14D-1).
(d)(8) Press Release, dated September 13, 1999, issued by
Purchaser (incorporated herein by reference to Exhibit
(a)(8) to the Schedule 14D-1).
(d)(9) Press Release, dated October 21, 1999 (incorporated by
reference to Exhibit (a)(13) of amendment number 8 to
Schedule 14D-1).
(e) Description of Dissenter's Rights (included as Annex C to
Exhibit (d)(1)).
(f) Not Applicable.
(g)(1) Complaint in Patricia Lisa and Harbor Finance Partners vs.
Mark Hughes, et al., Case No. BC 216711 (CA Sup. Ct.,
September 14, 1999) (incorporated by reference to
Exhibit (g)(1) of amendment number 2 to Schedule 14D-1).
(g)(2) Complaint in Stuart H. Savett vs. Herbalife International,
Inc., et al., Case No. BC 216761 (CA Sup. Ct., September 14,
1999) (incorporated by reference to Exhibit (g)(2) of
amendment number 2 to Schedule 14D-1).
(g)(3) Complaint in Kenneth Schweitzer vs. Herbalife
International, Inc., et al., Case No. BC 216823 (CA Sup.
Ct., September 15, 1999) (incorporated by reference to
Exhibit (g)(3) of amendment number 2 to Schedule 14D-1).
(g)(4) Complaint in Frances Longstreth vs. Herbalife
International, Inc., Case No. BC 216911 (CA Sup. Ct.,
September 16, 1999) (incorporated by reference to
Exhibit (g)(4) of amendment number 2 to Schedule 14D-1).
(g)(5) Complaint in Rae Ellen Plattus vs. Christopher Pair, et
al., Case No. BC 216904 (CA Sup. Ct., September 16, 1999)
(incorporated by reference to Exhibit (g)(5) of amendment
number 2 to Schedule 14D-1).
(g)(6) Complaint in Colleen M. Tharp vs. Herbalife International,
Inc., Case No. A408158II (NV Dist. Ct., September 14, 1999)
(incorporated by reference to Exhibit (g)(6) of amendment
number 2 to Schedule 14D-1).
(g)(7) Complaint in Francis Mcfarlain, IRA vs. Herbalife
International, Inc., Case No. A408159I (NV Dist. Ct.,
September 15, 1999) (incorporated by reference to
Exhibit (g)(7) of amendment number 2 to Schedule 14D-1).
(g)(8) Complaint in Lee Brenin vs. Mark Hughes, et al., Case No.
BC 216932 (CA Sup. Ct., September 17, 1999) (incorporated by
reference to Exhibit (g)(8) of amendment number 2 to
Schedule 14D-1).
(g)(9) Complaint in Kevin Coyle vs. Mark Hughes, et al., Case No.
BC216759 (CA Sup. Ct., September 14, 1999) (incorporated by
reference to Exhibit (g)(9) of amendment number 4 to
Schedule 14D-1).
(g)(10) Complaint in Kevin Coyle vs. Mark Hughes, et al., Case No.
A408466 (NV Dist. Ct., September 22, 1999) (incorporated by
reference to Exhibit (g)(10) of amendment number 4 to
Schedule 14D-1).
(g)(11) Complaint in Michael Vaupel vs. Mark Hughes, et al., Case
No. BC217257 (CA Sup. Ct., September 23, 1999) (incorporated
by reference to Exhibit (g)(11) of amendment number 6
to Schedule 14D-1).
(h)(1) Preliminary Information Statement filed on Schedule 14C by
Herbalife International, Inc., on September 29, 1999.*
(h)(2) Definitive Information Statement filed on Schedule 14C by
Herbalife International, Inc., on October 15, 1999.*
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* Previously filed.
</TABLE>
