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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. 13)
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. 13. 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 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.
ITEM 4. TERMS OF THE TRANSACTION
Item 4 of the Schedule 13E-3 is hereby amended as follows:
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
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS:
Item 17 of the Schedule 13E-3 is supplemented by adding the following
information thereto:
(c)(3) Amendment No. 1 to Agreement and Plan of Merger, dated as of
April 7, 2000, by and among the Company, Mark Hughes, the
Mark Hughes Family Trust, the Parent and the Purchaser
(incorporated herein by reference to Exhibit (c)(3) of
amendment number 16 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 11, 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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<S> <C>
(c)(3) Amendment No. 1 to Agreement and Plan of Merger, dated as of
April 7, 2000, by and among the Company, Mark Hughes, the
Mark Hughes Family Trust, the Parent and the Purchaser
(incorporated herein by reference to Exhibit (c)(3) of
amendment number 16 to Schedule 14D-1).
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