<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
AMENDMENT NO. 13
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
HERBALIFE INTERNATIONAL, INC.
(Name of Subject Company)
MH MILLENNIUM HOLDINGS LLC
MH MILLENNIUM ACQUISITION CORP.
MARK HUGHES
(Bidders)
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)
MH MILLENNIUM HOLDINGS LLC
MH MILLENNIUM ACQUISITION CORP.
MARK HUGHES
C/O HERBALIFE INTERNATIONAL, INC.
1800 CENTURY PARK EAST
LOS ANGELES, CA 90067
ATTN. TIMOTHY GERRITY
TEL. (310) 410-9600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPY TO:
ANTHONY T. ILER, ESQ.
IRELL & MANELLA LLP
333 SOUTH HOPE STREET, SUITE 3300
LOS ANGELES, CA 90071
(213) 620-1555
(Continued on following pages)
(Page 1 of 7 pages)
<PAGE> 2
2
CUSIP No. 426908208 14D-1/A Page 2
426908307
================================================================================
1. Name of Reporting Persons MH MILLENNIUM HOLDINGS LLC
S.S. or I.R.S. Identification Nos. of Above Persons 95-475-8098
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)/X/
(b)/ /
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds
Not Applicable
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
DELAWARE
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
(1)
- --------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
/ /
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
(1)
- --------------------------------------------------------------------------------
10. Type of Reporting Person
CO
================================================================================
(1) MH Millennium Holdings LLC owns no shares of any class of common stock of
the Company. The Mark Hughes Family Trust (the "Trust"), however, which is
the sole member of MH Millennium Holdings LLC, as of September 8, 1999
beneficially owned 5,704,331 Class A Shares and 11,258,665 Class B Shares,
(including 308,331 Class A Shares and 466,665 Class B Shares which the Trust
has a right to acquire within 60 days of the date hereof), representing in
the aggregate 55.4% of the outstanding Class A Shares and 59.0% of the
outstanding Class B Shares, respectively. Mark Hughes is the sole trustee of
The Mark Hughes Family Trust and its beneficiary.
<PAGE> 3
3
CUSIP No. 426908208 14D-1/A Page 3
426908307
================================================================================
1. Name of Reporting Persons MH MILLENNIUM ACQUISITION CORP.
S.S. or I.R.S. Identification Nos. of Above Persons 95 475 7938
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)/X/
(b)/ /
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds
SC/BK/OO (subordinated debentures)
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
NEVADA
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
(2)
- --------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
/ /
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
(2)
- --------------------------------------------------------------------------------
10. Type of Reporting Person
CO
================================================================================
(2) MH Millennium Acquisition Corp. owns no shares of any class of common stock
of the Company. MH Millennium Holdings LLC, however, owns 100% of MH
Millennium Acquisition Corp. For further information, see note 1 on page 2
of this Schedule 14D-1.
<PAGE> 4
4
CUSIP No. 426908208 14D-1/A Page 4
426908307
================================================================================
1. Name of Reporting Persons Mark Hughes
S.S. or I.R.S. Identification Nos. of Above Persons
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)/X/
(b)/ /
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds
Not Applicable
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
(3)
- --------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
/ /
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
(3)
- --------------------------------------------------------------------------------
10. Type of Reporting Person
IN
================================================================================
(3) Mr. Hughes, directly or indirectly, is the beneficial owner of 5,704,331
Class A Shares and 11,258,665 Class B Shares, excluding 183,333 Class A
Shares and 366,666 Class B Shares owned by the Herbalife Family Foundation
(in which Mr. Hughes has no pecuniary interest) and including 308,331 Class
A Shares and 466,663 Class B Shares issuable upon exercise of stock options
that are exercisable within 60 days of September 1, 1999. The Class A Shares
and the Class B Shares beneficially owned by Mr. Hughes or entities
controlled by him, calculated in accordance with the SEC's Exchange Act Rule
13d-3, represented 55.4% of the total outstanding Class A Shares and 59.0%
of the total outstanding Class B Shares as of September 1, 1999.
<PAGE> 5
MH Millennium Acquisition Corp., a Nevada corporation (the "Purchaser"),
hereby amends and supplements, as set forth in this Amendment No. 13, its Tender
Offer Statement on Schedule 14D-1, filed on September 17, 1999 (as amended, the
"Schedule 14D-1"), relating to the offer by the Purchaser to purchase all
outstanding shares of Class A common stock and Class B common stock of
Herbalife International, Inc., a Nevada corporation. The item numbers and
responses thereto below are in accordance with the requirements of Schedule
14D-1. Capitalized terms used but not defined herein have the meanings assigned
to them in the Schedule 14D-1.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Items 3(a) and 3(b) of the Schedule 14D-1 are hereby amended as follows:
Insert the following paragraph immediately before the discussion set
forth in "SPECIAL FACTORS -- RECOMMENDATION OF THE SPECIAL COMMITTEE AND THE
BOARD OF DIRECTORS; FAIRNESS OF THE OFFER AND THE MERGER" on page 10 of the
Offer to Purchase:
On February 9, 2000, the Court signed an order granting final approval of
the Stipulation of Settlement.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby amended as follows:
The Purchaser has extended the expiration date of the Offer until 5:00
p.m., New York City time, on Friday, March 10, 2000. The Offer was extended on
February 10, 2000 by a press release. A copy of such press release is attached
as Exhibit (a)(19) hereto and is hereby incorporated by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS:
Item 11 of the Schedule 14D-1 is supplemented by adding the following
information thereto:
(a)(19) Press Release, dated February 10, 2000.
<PAGE> 6
SIGNATURE
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.
Dated: February 14, 2000
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
/s/ MARK HUGHES
----------------------------------------------
MARK HUGHES
<PAGE> 7
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(19) Press Release, dated February 10, 2000.
<PAGE> 1
EXHIBIT 99.A.19
Contact: Investor Relations
Robert Jaffe
Pondel/Wilkison Group
(310) 207-9300 ext. 210
TENDER OFFER PERIOD EXTENDED FOR HERBALIFE BUY-OUT
COURT APPROVES FINAL SETTLEMENT OF SHAREHOLDER LAWSUITS
LOS ANGELES--(BUSINESS WIRE)--Feb. 10, 2000--Herbalife International Inc.
(Nasdaq:HERBA - news; Nasdaq:HERBB - news) reported today that MH Millennium
Acquisition Corp., an entity controlled and beneficially owned by Mark Hughes,
the founder, chairman, president and chief executive officer of Herbalife, has
extended the expiration of its previously announced tender offer to 5:00 p.m.,
New York City time, on Friday, March 10, 2000.
Hughes indicated that he and his advisers continue to address the
financing of the transaction. In addition, the company noted that under the
terms of the agreement governing the transaction, Hughes has the right to
further extend the tender offer. As of the close of business on Feb. 8, 2000,
approximately 1,434,740 shares of Herbalife's Class A stock and 3,117,927 shares
of Herbalife's Class B stock had been validly tendered and not withdrawn in
response to the tender offer.
On Sept. 13, 1999, Herbalife announced that its board of directors
accepted a definitive offer from Mark Hughes to purchase all company shares not
owned by Hughes for $17.00 per share in cash.
Court Approves Final Settlement Offer
Herbalife also reported today that it has obtained final court approval
of the proposed settlement of shareholder lawsuits challenging the proposed
transactions.
As previously reported, following the announcement of the proposed
transactions in September 1999, the company, its directors and certain of its
executive officers were named as defendants in several putative class action
lawsuits challenging the proposed transactions.
The final court order being announced today provides for a dismissal of
those lawsuits with prejudice and a release of the claims asserted by the
plaintiffs.
Under the terms of the settlement agreement, members of the settlement
class (which includes, generally, the company's public stockholders and the
holders of the DECS securities issued by DECS Trust III) would become entitled
to a supplemental cash payment in an amount equal to $.81 per share or DECS
security.
The supplemental payment would be in addition to the $17.00 per share in
cash payable pursuant to the tender offer and the merger.
The terms of the settlement, including the making of the supplemental
payment, remain subject to a number of conditions, including completion of the
buy-out transaction. There can be no assurance that these conditions will be
satisfied; consequently, there can be no assurance that the supplemental payment
will be made.
Herbalife International Inc. markets nutritional, weight-management and
personal care products in 46 countries worldwide. Herbalife products are
available only through a network of independent distributors who purchase the
products directly from the company.
