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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. 11
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. 11. 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.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
Item 7(a) of the Schedule 14D-9 is 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 April 7, 2000, Herbalife, Mr. Hughes and his related entities entered
into Amendment No. 1 to Agreement and Plan of Merger, extending such date to
April 14, 2000.
The fifth full paragraph on page 43 of the Offer to Purchase, under the
heading "THE TENDER OFFER - 10. THE MERGER AGREEMENT", is replaced in its
entirety with the following:
(i) if the Merger shall not have been consummated on or prior to April 14,
2000; provided, however, that the right to terminate the Merger Agreement shall
not be available to any party whose failure to fulfill any material obligation
under the Merger Agreement has been the cause of, or resulted in, the failure of
the Merger to be consummated on or prior to such date; or
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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: April 11, 2000
