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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
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AMENDMENT NO. 8
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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HERBALIFE INTERNATIONAL, INC.
(Name of Subject Company)
HERBALIFE INTERNATIONAL, INC.
(Name of Person Filing Statement)
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CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
426908208 (CLASS A)
426908307 (CLASS B)
(CUSIP Number of Class of Securities)
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CHRISTOPHER PAIR
EXECUTIVE VICE PRESIDENT,
CHIEF OPERATING OFFICER AND SECRETARY
HERBALIFE INTERNATIONAL, INC.
1800 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067-1501
(310) 410-9600
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Person Filing Statement)
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COPIES TO:
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ANTHONY T. ILER, ESQ. JOHN M. NEWELL, ESQ.
IRELL & MANELLA LLP LATHAM & WATKINS
333 SOUTH HOPE STREET, SUITE 3300 633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071 LOS ANGELES, CALIFORNIA 90071
(213) 620-1555 (213) 485-1234
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The Company hereby amends and supplements its Schedule 14D-9, filed
September 17, 1999 (as amended, the "Schedule 14D-9"), as set forth in this
Amendment No. 8. 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, and as
supplemented by the Second Supplement to Offer to Purchase, dated February 4,
2000 (the "Second Supplement").
ITEM 4. THE SOLICITATION OF RECOMMENDATION.
The response to Item 4(b) of the Schedule 14D-9 is supplemented as
follows: The information set forth under "ADDITIONAL INFORMATION - SPECIAL
FACTORS - UPDATED OPINION OF FINANCIAL ADVISOR TO THE SPECIAL COMMITTEE" in
the Second Supplement is hereby incorporated by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS:
Item 9 of the Schedule 14D-9 is supplemented by adding the following
information thereto:
(d)(17) Second Supplement to Offer to Purchase, dated as of February 4,
2000 (incorporated herein by reference to Exhibit (a)(18) of amendment
number 12 to Schedule 14D-1).
(d)(18) Updated Opinion from Bear, Stearns & Co. Inc., dated as of
January 23, 2000 (incorporated herein by reference to Exhibit (b)(2)
of amendment number 12 to Schedule 14D-1).
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
HERBALIFE INTERNATIONAL, INC.
By: /s/ CHRISTOPHER PAIR
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Name: Christopher Pair
Title: Executive Vice President,
Chief Operating Officer and
Secretary
Dated: February 4, 2000
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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(d)(17) Second Supplement to Offer to Purchase, dated as of February 4,
2000 (incorporated herein by reference to Exhibit (a)(18) of
amendment number 12 to Schedule 14D-1).
(d)(18) Updated Opinion from Bear, Stearns & Co. Inc., dated as of
January 23, 2000 (incorporated herein by reference to Exhibit (b)(2)
of amendment number 12 to Schedule 14D-1).
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