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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
GENERAL NUTRITION COMPANIES, INC.
(Name of Subject Company)
GENERAL NUTRITION COMPANIES, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
37047F103
(CUSIP Number of Class of Securities)
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JAMES M. SANDER
VICE PRESIDENT AND CHIEF LEGAL OFFICER
GENERAL NUTRITION COMPANIES, INC.
300 SIXTH AVENUE
PITTSBURGH, PA 15222
(412) 288-4600
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
WITH A COPY TO:
ROBERT I. TOWNSEND, III, ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 474-1000
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This Amendment No.1 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, originally filed with
the Securities and Exchange Commission on July 9, 1999 (the "Schedule 14D-9") by
General Nutrition Companies, Inc. (the "Company"), a Delaware corporation. The
Schedule 14D-9 and this Amendment relate to a tender offer by Numico Investment
Corp., a Delaware corporation (the "Purchaser") and an indirect wholly-owned
subsidiary of Koninklijke Numico N.V., a company organized under the laws of The
Netherlands ("Numico"), to purchase all outstanding shares of common stock, par
value $0.01 per share (the "Common Stock"), of the Company, for $25.00 per share
of Common Stock, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 9, 1999 and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"), copies of which are
filed as Exhibits (a)(1) and (a)(2), respectively, with the Schedule 14D-9 and
incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented to add the following:
The Offer expired at 12:00 Midnight, New York City time, on August 5, 1999.
At the completion of the Offer, approximately 63,136,906 shares of Common Stock
were tendered pursuant to the Offer, representing approximately 92.8% of the
issued and outstanding shares of Common Stock. The Purchaser and Numico accepted
for payment, and will promptly pay for, all shares of Common Stock validly
tendered, and not withdrawn, in the Offer. A copy of the press release issued by
Numico on August 6, 1999 is attached hereto as Exhibit (a)(8) and incorporated
herein in reference.
ITEM9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented to add the following:
(a)(8) Press release, dated August 6, 1999, of Numico.
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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.
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GENERAL NUTRITION COMPANIES, INC.
By: /s/ WILLIAM E. WATTS
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Name: William E. Watts
Title: President and Chief Executive
Officer
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August 6, 1999
9
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT DESCRIPTION PAGE NO.
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* (a)(1) Offer to Purchase dated July 9, 1999.
* (a)(2) Letter of Transmittal.
* (a)(3) Text of press release dated July 5, 1999.
* (a)(4) Letter to stockholders of the Company dated July 9, 1999.
* (a)(5) Form of Summary Advertisement dated July 9, 1999.
* (a)(6) Opinion of Morgan Stanley & Co. Incorporated.
* (a)(7) Text of press release dated July 9, 1999.
+ (a)(8) Press release, dated August 6, 1999, of Numico.
(b) Not applicable.
* (c)(1) Agreement and Plan of Merger dated as of July 5, 1999.
* (c)(2) Tender Agreement dated as of July 5, 1999.
* (c)(3) Employment Agreement of Mr. William E. Watts dated as of July 5, 1999.
* (c)(4) Employment Agreement of Mr. Gregory T. Horn dated as of July 5, 1999.
* (c)(5) Employment Agreement of Mr. Russell L. Cooper dated as of July 5, 1999.
* (c)(6) Employment Agreement of Mr. John A. DiCecco dated as of July 5, 1999.
* (c)(7) Employment Agreement of Mr. David R. Heilman dated as of July 5, 1999.
* (c)(8) Employment Agreement of Mr. Edwin J. Kozlowski dated as of July 5, 1999.
* (c)(9) Employment Agreement of Mr. Michael Locke dated as of July 5, 1999.
* (c)(10) Employment Agreement of Mr. Mike K. Meyers dated as of July 5, 1999.
* (c)(11) Employment Agreement of Mr. Donald G. Smith dated as of July 5, 1999.
* (c)(12) Employment Agreement of Mr. Reginald W. Steele dated as of July 5, 1999.
* (c)(13) Non-Competition and Non-Solicitation Agreement of Gregory T. Horn dated as of July 5, 1999.
* (c)(14) Benefits Letter dated July 5, 1999.
</TABLE>
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* Previously filed.
+ Filed herewith.
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EXHIBIT (a)(8)
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CONTACTS: Royal Numico N.V.
Klaas de Jong
31-79-353-9028
[email protected]
Media: BSMG Worldwide
Edward Nebb, 212-445-8213
Lavine Surtani,
212-445-8262
[email protected]
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ROYAL NUMICO N.V. COMPLETES CASH TENDER OFFER
FOR GNC SHARES
Zoetermeer, The Netherlands, August 6, 1999-Royal Numico N.V. ("Numico")
(Amsterdam Stock Exchange: NUTV) today announced the expiration of its
previously announced cash tender offer to purchase all outstanding shares of
common stock, par value $0.01 per share, of General Nutrition Companies, Inc.
("GNC") (Nasdaq: GNCI) at a price of $25.00 per share, net to the seller in
cash, without interest thereon. The tender offer was made through Numico's
indirect wholly-owned subsidiary, Numico Investment Corp.
The tender offer expired, as scheduled, at 12:00 Midnight, New York City
time, on Thursday, August 5, 1999.
As of the expiration of the tender offer, based on information provided by
the depositary for the tender offer, approximately 63,136,906 shares,
representing approximately 92.8 percent of GNC's issued and outstanding shares
of common stock, were validly tendered and not withdrawn. The shares of common
stock tendered include approximately 3,136,125 shares tendered pursuant to
Notices of Guaranteed Delivery. Pursuant to the terms of the offer, Numico
accepted for payment, and will promptly pay for, all shares of common stock
validly tendered and not withdrawn in the offer. Numico will acquire the
remaining outstanding shares of GNC common stock pursuant to a merger of Numico
Investment Corp. with and into GNC. As a result of the merger, the remaining
outstanding shares of GNC common stock (except for shares owned by GNC or held
by stockholders exercising dissenters' rights) will be converted into the right
to receive $25.00 in cash, without interest, and GNC will thereby become an
indirect wholly-owned subsidiary of Numico.
Royal Numico N.V. (www.numico.com), headquartered in Zoetermeer, The
Netherlands, is a holding company of a group of leaders in specialized
nutrition, such as Nutricia, Milupa and Cow & Gate. Numico concentrates on the
development, manufacture and sale of specialized nutrition products, based upon
medical scientific concepts with a high added value. The company operates in
more than 40 countries, including major market centers in Europe, including
Russia, Turkey and the Pacific Rim, ranging from China to New Zealand. Numico
had net sales of US $1.84 billion and operating income of US $245 million for
the year ended December 31, 1998.
General Nutrition Companies, Inc. (www.gnc.com), based in Pittsburgh, PA, is
the only nationwide specialty retailer of vitamin and mineral supplements,
sports nutrition and herbal products and is also a leading provider of personal
care, fitness and other health related products. The company's products are sold
through a network of 4,203 retail stores operating under the General Nutrition
Centers, Health & Diet Center and GNC Live Well names, of which 2,726 are
company-owned and 1,477 are franchised. The Company's stores are located in all
50 states, Puerto Rico and 25 foreign markets. For the fiscal year ended
February 6, 1999, GNC had net revenue of US $1.42 billion and net earnings of
approximately US $91.0 million.
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This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer is made solely through the Offer to
Purchase, dated July 9, 1999, and the related Letter of Transmittal which has
been mailed to stockholders. The offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of common stock of GNC in any
jurisdiction in which the making of the offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction. In any jurisdiction
where the securities, blue sky or other laws require the offer to be made by a
licensed broker or dealer, the offer shall be deemed to be made on behalf of
Numico by J.P. Morgan Securities Inc. or one or more registered brokers or
dealers licensed under the laws of such jurisdiction. Additional copies of such
documents can be obtained by contacting J.P. Morgan Securities Inc., the Dealer
Manager, at (212) 648-6926 or MacKenzie Partners, the Information Agent, at
(800) 322-2885.
