<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 10, 2000
--------------------
HERBALIFE INTERNATIONAL, INC.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
State of Nevada 0-15712 22-2695420
- -------------------- -------------------- --------------------
(State of or (Commission (I.R.S. Employer
Other Jurisdiction File Number) Identification No.)
1880 Century Park East
Los Angeles, California 90067
- ---------------------------------------- -------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 410-9600
--------------------
- -------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On April 10, 2000, the Registrant issued a press release stating that
the Registrant's Board of Directors will terminate the previously announced
"going private" transaction. A copy of the press release is attached hereto as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBITS
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 99.1 Press Release Filed with this Report
- 2 -
<PAGE> 3
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned hereunto duly authorized.
HERBALIFE INTERNATIONAL, INC.
April 11, 2000 By: /s/ CHRISTOPHER PAIR
--------------------------------------
Christopher Pair
Executive Vice President, Chief
Operating Officer and Secretary
- 3 -
<PAGE> 1
EXHIBIT 99.1
HERBALIFE BUY-OUT TRANSACTION TO BE TERMINATED
LOS ANGELES--(BUSINESS WIRE)--April 10, 2000--Herbalife International, Inc.
(NasdaqNM:HERBA) (NasdaqNM:HERBB) 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, will terminate its
previously announced tender offer for shares of Herbalife Class A and Class B
stock. In addition, MH Millennium Acquisition Corp. and the Board of Directors
of Herbalife intend to terminate the agreement governing the buy-out
transaction.
Hughes indicated that, after discussions with his advisors, he has concluded
that difficult conditions in the credit markets, in particular the high yield
financing market, have made it impracticable to obtain financing for this
transaction on reasonably acceptable terms.
Hughes said, "I am disappointed that the buy-out transaction could not be
consummated. Unfortunately, the timing of the proposed transaction coincided
with extremely adverse conditions in the credit markets -- some of the worst
conditions in years -- for transactions of this type. Since we originally
announced the proposed transaction in September of 1999, market conditions have
deteriorated. The public high yield debt market for companies in many industries
has largely dried up, in my view due to investor attention focused on high
technology, telecom and Internet companies, among others. As a result, a number
of high yield financings have been terminated, delayed or scaled back in recent
months."
Hughes also noted that, "As those who follow our company know, our financial
performance in recent periods has been very strong, and we remain optimistic
about Herbalife's future. We will continue to do our utmost to seek to maximize
shareholder value by expanding and improving the Herbalife business worldwide."
All Herbalife stock that has been validly tendered and not withdrawn in response
to the tender offer will be returned by the depositary to the tendering holders
as soon as practicable.
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.
- 4 -
