UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
GENERAL NUTRITION COMPANIES, INC.
(Name of Issuer)
Common Stock
(Title or Class of Securities)
37047F 10 3
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]
CUSIP No. 37047F 10 3
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ML-Lee Acquisition Fund, L.P.
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) X
(3) SEC Use Only
(4) Citizenship or Place of Organization Delaware
Number of (5) Sole Voting Power -0-
Shares Bene-
ficially (6) Shared Voting Power -0-
Owned by
Each Reporting (7) Sole Dispositive Power -0-
Person
With (8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person -0-
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
(11) Percent of Class Represented by Amount in Row (9)
0.0%
(12) Type of Reporting Person (See Instructions) PN
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Item 1(a) Name of Issuer:
General Nutrition Companies, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
921 Penn Avenue, Pittsburgh, Pennsylvania 15222
Item 2(a) Name of Person Filing:
ML-Lee Acquisition Fund, L.P. (the "Fund") and Thomas
H. Lee Advisors I ("Advisors I").
Item 2(b) Address of Principal Business Office or, if none, Residence:
The Fund: 225 Liberty Street, World Financial Center,
South Center, South Tower - 23rd Floor,
New York, NY 10080-6123
Advisors I: c/o Thomas H. Lee Company, 75 State
Street, Boston, MA 02109
Item 2(c) Citizenship:
The Fund: Delaware
Advisors I: Massachusetts
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
37047F 10 3
Item 3 If Statement filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person
Not Applicable
(a) [ ] Broker or Dealer
(b) [ ] Bank
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(c) [ ] Insurance Company
(d) [ ] Investment Company
(e) [ ] Investment Adviser
(f) [ ] Employee Benefit Plan, Pension Fund or Endowment Fund
(g) [ ] Parent Holding Company
(h) [ ] Group
Item 4 Ownership:
(a) Amount Beneficially Owned: -0-
(b) Percent of Class: -0-
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
-0-
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition
-0-
Item 5 Ownership of Five Percent or Less of a Class:
The Fund and Advisors I have ceased to be the beneficial owners
of any shares of such class.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
N/A
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Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
N/A
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of Group:
N/A
Item 10 Certification:
N/A
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Signature
After reasonable 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.
ML-LEE ACQUISITION FUND, L.P.
By: MEZZANINE INVESTMENTS, L.P.
Managing General Partner
By: ML MEZZANINE INC.
General Partner
By: /s/Audrey Bommer
Name: Audrey Bommer
Title: Vice President and Treasurer
Dated: February 13, 1997
