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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. 12)
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)
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426908208 (CLASS A)
426908307 (CLASS B)
(CUSIP Number of Classes of Securities)
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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. 12. 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 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS.
Items 3(a) and 3(b) of the Schedule 13E-3 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 March 9, 2000, Mr. Hughes requested that the Special Committee agree to
an amendment to the Merger Agreement to extend beyond March 31, 2000, the date
after which the Board of Directors may terminate the Merger Agreement in the
event that the Merger had not been completed. On March 30, 2000, the Special
Committee advised Mr. Hughes that the Special Committee would agree to an
amendment to the Merger Agreement extending such date to April 14, 2000.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS:
Item 17 of the Schedule 13E-3 is supplemented by adding the following
information thereto:
(d)(14) Press Release, dated as of March 31, 2000 (incorporated herein by
reference to Exhibit (a)(21) of amendment number 15 to Schedule
14D-1).
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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.
April 3, 2000 HERBALIFE INTERNATIONAL, INC.
By: /s/ TIMOTHY GERRITY
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Name: Timothy Gerrity
Title: Chief Financial Officer
MARK HUGHES
By: /s/ MARK HUGHES
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Name: Mark Hughes
MH MILLENNIUM HOLDINGS LLC
By: /s/ MARK HUGHES
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Name: Mark Hughes
Title: Managing Member
MH MILLENNIUM ACQUISITION CORP.
By: /s/ MARK HUGHES
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Name: Mark Hughes
Title: President
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(d)(14) Press Release, dated as of March 31, 2000 (incorporated herein
by reference to Exhibit (a)(21) of amendment number 15 to Schedule 14D-1).
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