SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
July 5, 1999
(Date of earliest event reported)
GENERAL NUTRITION COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 01-19592 04-3056351
(State or other (Commission (I.R.S. Employer
jurisdiction of File Identification
organization) Number) Number)
300 Sixth Avenue
Pittsburgh, PA 15222
(Address of principal executive offices) (Zip Code)
(412) 288-4600
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On July 5, 1999, General Nutrition Companies, Inc., a Delaware
corporation (the "Company"), Koninklijke Numico N.V., a company organized
under the laws of The Netherlands ("Numico"), and Numico Investment Corp.,
a Delaware corporation and an indirect wholly owned subsidiary of Numico
(the "Purchaser"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"). The Merger Agreement provides for, among other things,
(i) the Purchaser to purchase all the outstanding shares of Common Stock,
par value $0.01 per share, of the Company at a price per share of $25.00,
net to seller in cash, without interest, upon the terms and subject to the
conditions of the Offer to Purchase dated as of July 9, 1999, as
supplemented from time to time (the "Offer to Purchase") and (ii) the
subsequent merger of the Purchaser with and into the Company.
The Merger Agreement, the Offer to Purchase and the Company's
Schedule 14D-9 related thereto are filed hereto as Exhibits 2.1, 20.1 and
20.2, respectively, and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
GENERAL NUTRITION COMPANIES, INC.
by:
/s/ WILLIAM E. WATTS
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Name: William E. Watts
Title: President and Chief
Executive Officer
Date: July 14, 1999
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Exhibit Index
Exhibit No. Exhibit Page No.
- ---------------- -------------------------------- --------
2.1 Agreement and Plan of Merger
dated as of July 5, 1999
(incorporated by reference to
Exhibit (c)(1) to the Tender
Offer Statement on Schedule
14D-1 filed on July 9, 1999 by
Numico and the Purchaser).
20.1 Offer to Purchase dated as of
July 9, 1999 (incorporated by
reference to Exhibit (a)(1) to
the Tender Offer Statement on
Schedule 14D-1 filed on July 9,
1999 by Numico and the Purchaser).
20.2 Solicitation and Recommendation
Statement on Schedule 14D-9
filed on July 9, 1999 by the
Company (incorporated by
reference herein).
20.3 Text of press release dated
July 5, 1999 (incorporated by
reference to Exhibit (a)(6) to
the Tender Offer Statement on
Schedule 14D-1 filed on July 9,
1999 by Numico and the Purchaser).
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Exhibit No. Exhibit Page No.
- ---------------- -------------------------------- --------
20.4 Text of press release dated
July 9, 1999 (incorporated by
reference to Exhibit (a)(9) to
the Tender Offer Statement on
Schedule 14D-1 filed on July 9,
1999 by Numico and the Purchaser).
20.5 Letter to stockholders of the
Company dated July 9, 1999
(incorporated by reference to
Exhibit (a)(4) to the Company's
Solicitation and Recommendation
Statement on Schedule 14D-9
filed on July 9, 1999).
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