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 Nos. of Above Person
Thomas H. Lee Equity Partners, 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:
Thomas H. Lee Equity Partners, L.P. ("Equity
Partners"), Thomas H. Lee Advisors Limited Partnership
("Advisors") and THL Equity Trust ("THL Trust").
Item 2(b) Address of Principal Business Office or, if none, Residence:
Equity Partners, Advisors and THL Trust:
c/o Thomas H. Lee Company, 75 State Street,
Boston, MA 02109
Item 2(c) Citizenship:
Equity Partners: Delaware
Advisors: Massachusetts
THL Trust: 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 filing is a:
Not Applicable
(a) [ ] Broker or Dealer
(b) [ ] Bank
(c) [ ] Insurance Company
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(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: 0.0%
(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
of: -0-
Item 5 Ownership of Five Percent or Less of a Class:
N/A
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Equity Partners, Advisors and THL Trust have ceased to be the
beneficial owners of any shares of such class.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
N/A
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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.
THOMAS H. LEE EQUITY PARTNERS, L.P.
By: THL EQUITY ADVISORS LIMITED
PARTNERSHIP, General Partner
By: THL EQUITY TRUST, General Partner
By: /s/ Wendy Masler
Name: Wendy Masler
Title: Vice President and Treasurer
Dated: February 13, 1997
