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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __ )*
Herbalife International, Inc.
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(Name of Issuer)
Class A Common Stock $.01 Par Value Per Share
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(Title of Class of Securities)
426908208
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(CUSIP Number)
Conrad Lee Klein, Christopher Pair and John Reynolds,
Co-Trustees of the Mark Hughes Family Trust
c/o Herbalife International, Inc.
1800 Century Park East
Century City, CA 90067-1501
(310) 410-9600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 21, 2000
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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 [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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*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 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 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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CUSIP No. 426908208 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mark Hughes Family Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
6,395,999
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
6,395,999
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,395,999
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.13
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14 TYPE OF REPORTING PERSON*
OO
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Item 1. Security and Issuer
Class A Common Stock, $.01 par value per share, and Class B Common Stock,
$.01 par value per share, of Herbalife International, Inc. (the "Issuer").
The Issuer's address is 1800 Century Park East, Century City, CA 90067-1501.
Information regarding the Class B Common Stock is for information only. Shares
of such class are non-voting, except in limited circumstances.
Item 2. Identity and Background
This Statement is filed by the Mark Hughes Family Trust (the "Trust"). The
trustees of the Trust (each of whom shall be referred to as a "Co-Trustee" and
collectively as the "Co-Trustees") are Messrs. Christopher Pair, Conrad Lee
Klein and John Reynolds. The Trust is a trust organized under the laws of the
State of California. Currently, the only trustees of the Trust are the
Co-Trustees. The address of the Trust is c/o Herbalife International, Inc., 1800
Century Park East, Century City, CA 90067-1501. Information concerning the
Co-Trustees is set forth below:
(a) Christopher Pair
(b) c/o Herbalife International, Inc.,1800 Century Park East, Century
City, CA 90067-1501
(c) Acting President and Chief Executive Officer; Executive Vice
President, Chief Operating Officer and Secretary, Herbalife
International, Inc., 1800 Century Park East, Century City, CA
90067-1501
(d) No reportable events
(e) No reportable events
(f) United States
(a) Conrad Lee Klein
(b) c/o Herbalife International, Inc.,1800 Century Park East, Century
City, CA 90067-1501
(c) Executive Vice President, Chief Business Affairs Officer, Herbalife
International, Inc., 1800 Century Park East, Century City, CA
90067-1501
(d) No reportable events
(e) No reportable events
(f) United States
(a) John Reynolds
(b) c/o Herbalife International, Inc.,1800 Century Park East, Century
City, CA 90067-1501
(c) Retired c/o Herbalife
International, Inc., 1800 Century Park East, Century City, CA
90067-1501
(d) No reportable events
(e) No reportable events
(f) United States
Item 3. Source and Amount of Funds or Other Consideration.
The Trust holds 6,395,999 and 11,667,003 shares (including 999,999 and 875,001
options to purchase shares), respectively, of the Issuer's Class A Common Stock
and Class B Common Stock, representing 58.13% of the Issuer's Class A Common
Stock and 59.75% of the Issuer's Class B Common Stock outstanding as of May 21,
2000. The Class B Common Stock of the Issuer is non-voting, except in limited
circumstances. As a result of the death of Mark Hughes on May 21, 2000, the
Trust became irrevocable, Mark Hughes ceased to be sole trustee thereof, and the
Co-Trustees acquired voting and dispositive power over all the aforementioned
shares. At the present time, all decisions of the Trust are made by a majority
of the three Co-Trustees and no single Co-Trustee has the right, by himself, to
take action for the Trust unless authorized to do so by a majority of the three
Co-Trustees.
Each of the Co-Trustees owns certain securities of the Issuer in which the Trust
has no interest. In particular, each of Messrs. Pair and Klein, in his
individual capacity, is the beneficial owner (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended) of, respectively, 70,103
and 94,582 shares of the Issuer's Class A Common Stock subject to options and
265,802 and 189,166 shares of the Issuer's Class B Common Stock subject to
options. Mr. Reynolds, in his individual capacity, is the beneficial owner
(within the meaning of Rule 13d-3) of 66,696 shares of the Issuer's Class A
Common Stock and 178,392 shares of the Issuer's Class B Common Stock.
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The instrument governing the Trust requires that gifts of the Issuer's
securities, representing approximately 10% of the Issuer's outstanding
securities, be made to various individuals and one entity who survive Mark
Hughes for at least 90 days after the date of his death. These bequests (except
for one bequest to a charitable entity), including a bequest of 100,000 shares
of the Issuer's common stock to Mr. Reynolds, are subject to payment of estate
and gift taxes. The Trust is authorized to collect such taxes from the
beneficiaries of the bequests, or alternatively to generate funds to satisfy
such taxes by selling a portion of the shares that are the subject of a bequest.
The Trust is not required to obtain funds for satisfaction of such taxes through
the sale of shares; it may elect to do so from other sources. The number of
shares represented by these gifts, including the gift to Mr. Reynolds, will
likely be substantially less after provision for estate and gift taxes.
Item 4. Purpose of Transaction.
(a) None
(b) None
(c) None
(d) The Trust does not have any current plans to seek change the present board
of directors or management of the Issuer, or any plans or proposals to change
the number or term of directors or to fill any existing vacancies, except that
the Trust is aware that Mr. Hughes' death created a vacancy on the Issuer's
board which the Trust believes will be filled, in the discretion of the full
board of directors of the Issuer. Currently, one of the Co-Trustees, Mr. Pair,
in addition to serving as the Issuer's acting President and Chief Executive
Officer, is the Executive Vice President, Chief Operating Officer and Secretary
of the Issuer, and another Co-Trustee, Mr. Klein, is the Executive Vice
President, Chief Business Affairs Officer of the Issuer. In addition, the Trust
is aware that the board of directors may, in the future, select a permanent
President and Chief Executive Officer or, alternatively, elect to make permanent
Mr. Pair's current office.
(e) None
(f) None
(g) None
(h) None
(i) None
(j) None
Item 5. Interest in Securities of the Issuer
(a) See response to Item 3
(b) See response to Item 3
(c) Transactions in Issuer's securities by Co-Trustees in past 60 days:
On 5/22/00, the following securities of the Issuer were sold by Mr.
Reynolds and his wife, Mrs. Karen Reynolds, through their respective IRAs:
<TABLE>
<CAPTION>
Class Number Price Per Share Shareholder
----- ------ --------------- ------------
<S> <C> <C> <C>
B 5,892 7.0245 Mr. Reynolds
B 1,000 6.7745 Mr. Reynolds
A 66 7.77275 Mr. Reynolds
A 64 7.3505 Mrs. Reynolds
B 129 6.7615 Mrs. Reynolds
</TABLE>
(d) None.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None
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SIGNATURES
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.
Date: May 30, 2000
Mark Hughes Family Trust
By the Co-Trustees:
/s/ Christopher Pair
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Christopher Pair
/s/ Conrad Klein
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Conrad Klein
/s/ John Reynolds
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John Reynolds
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
