Maryann, are you referring to the MH Millenium filing.
I don't believe that is the same company. I glanced over that filing and that is an acquisition tender offer to acquire Herbalife @ $17 share.
I was shocked and kicking my butt for not buying more, but then I read it again. I don't believe it is the same company.
If it is; we are going to be rich, rich, rich.
For those who don't have Edgar service; you can still pull the filing off of Freeedgar.com
freeedgar.com
1) MH Millennium Holdings LLC owns no shares of any class of common stock of
the Company. The Mark Hughes Family Trust (the "Trust"), however, which is
the sole member of MH Millennium Holdings LLC, as of September 8, 1999
beneficially owned 5,704,331 Class A Shares and 11,258,665 Class B Shares,
(including 308,331 Class A Shares and 466,665 Class B Shares which the Trust
has a right to acquire within 60 days of the date hereof), representing in
the aggregate 55.4% of the outstanding Class A Shares and 59.0% of the
outstanding Class B Shares, respectively. Mark Hughes is the sole trustee of
The Mark Hughes Family Trust and its beneficiary.
3
CUSIP No. 426908208 14D-1/A Page 3
426908307
================================================================================
1. Name of Reporting Persons MH MILLENNIUM ACQUISITION CORP.
S.S. or I.R.S. Identification Nos. of Above Persons 95 475 7938
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)/X/
(b)/ /
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Sources of Funds
SC/BK/OO (subordinated debentures)
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
NEVADA
--------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
(2)
--------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
/ /
--------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
(2)
--------------------------------------------------------------------------------
10. Type of Reporting Person
CO
================================================================================
(2) MH Millennium Acquisition Corp. owns no shares of any class of common stock
of the Company. MH Millennium Holdings LLC, however, owns 100% of MH
Millennium Acquisition Corp. For further information, see note 1 on page 2
of this Schedule 14D-1.
4
CUSIP No. 426908208 14D-1/A Page 4
426908307
================================================================================
1. Name of Reporting Persons Mark Hughes
S.S. or I.R.S. Identification Nos. of Above Persons
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)/X/
(b)/ /
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Sources of Funds
Not Applicable
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
(3)
--------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
/ /
--------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
(3)
--------------------------------------------------------------------------------
10. Type of Reporting Person
IN
================================================================================
(3) Mr. Hughes, directly or indirectly, is the beneficial owner of 5,704,331
Class A Shares and 11,258,665 Class B Shares, excluding 183,333 Class A
Shares and 366,666 Class B Shares owned by the Herbalife Family Foundation
(in which Mr. Hughes has no pecuniary interest) and including 308,331 Class
A Shares and 466,663 Class B Shares issuable upon exercise of stock options
that are exercisable within 60 days of September 1, 1999. The Class A Shares
and the Class B Shares beneficially owned by Mr. Hughes or entities
controlled by him, calculated in accordance with the SEC's Exchange Act Rule
13d-3, represented 55.4% of the total outstanding Class A Shares and 59.0%
of the total outstanding Class B Shares as of September 1, 1999.
MH Millennium Acquisition Corp., a Nevada corporation (the "Purchaser"),
hereby amends and supplements, as set forth in this Amendment No. 12, its Tender
Offer Statement relating to its Offer to Purchase all outstanding shares of
Class A common stock and Class B common stock of Herbalife International, Inc.,
a Nevada corporation. The item numbers and responses thereto below are in
accordance with the requirements of Schedule 14D-1. The tender offer is being
made upon the terms and subject to the conditions set forth in the Offer to
Purchase dated September 17, 1999 (the "Offer to Purchase"), as supplemented by
the Second Supplement to the Offer to Purchase dated February 4, 2000 (the
"Second Supplement") (which together with any amendments or supplements to the
Offer to Purchase, collectively constitute the "Offer"). A copy of the Offer to
Purchase was attached as Exhibit (a)(1) to the initial filing of the Tender
Offer Statement. The Second Supplement is attached as Exhibit (a)(18) to this
Amendment No. 12.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
The response to Item 3(b) of the Tender Offer Statement is supplemented
as follows: The information set forth under "ADDITIONAL INFORMATION - SPECIAL
FACTORS - BACKGROUND OF THE OFFER AND THE MERGER" in the Second Supplement is
hereby incorporated by reference.
ITEM 10. ADDITIONAL INFORMATION.
The response to Item 10(f) of the Tender Offer Statement is supplemented
as follows: The information set forth in the Second Supplement, a copy of which
is attached as Exhibit (a)(18) to this Amendment No. 12, is hereby incorporated
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS:
Item 11 of the Tender Offer Statement is supplemented by adding the
following information thereto:
(a)(18) Second Supplement to Offer to Purchase, dated as of February 4, 2000.
(b)(2) Updated Opinion from Bear, Stearns & Co. Inc., dated as of
January 23, 2000 (included as Annex A to Exhibit (a)(18)).
SIGNATURE
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.
Dated: February 4, 2000
MH MILLENNIUM HOLDINGS LLC:
By: /s/ MARK HUGHES
------------------------------------------
Name: Mark Hughes
Title: Managing Member
MH MILLENNIUM ACQUISITION CORP.:
By: /s/ MARK HUGHES
-----------------------------------------
Name: Mark Hughes
Title: President
/s/ MARK HUGHES
----------------------------------------------
MARK HUGHES
EXHIBIT INDEX
(a)(18) Second Supplement to Offer to Purchase, dated as of February 4, 2000.
(b)(2) Updated Opinion from Bear, Stearns & Co. Inc., dated as of
January 23, 2000 (included as Annex A to Exhibit (a)(18)).
TYPE: EX-99.(A).(18)
SEQUENCE: 2
DESCRIPTION: EXHIBIT (A)(18)
SECOND SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASH
MH MILLENNIUM ACQUISITION CORP.,
A WHOLLY-OWNED SUBSIDIARY OF
MH MILLENNIUM HOLDINGS LLC,
HAS AMENDED ITS
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF
CLASS A COMMON STOCK AND CLASS B COMMON STOCK OF
HERBALIFE INTERNATIONAL, INC.
AT
$17.00 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
MONDAY, FEBRUARY 14, 2000, UNLESS THE OFFER IS FURTHER EXTENDED.
MH Millennium Acquisition Corp., a Nevada corporation (the "Purchaser"),
hereby amends and supplements, as set forth herein, its Offer to Purchase, filed
on September 17, 1999 (as amended, the "Offer to Purchase"), pursuant to which
the Purchaser offered to purchase all outstanding shares of Class A common stock
and Class B common stock of Herbalife International, Inc., a Nevada corporation.
The first supplement to the Offer to Purchase, dated as of January 11, 2000 (the
"First Supplement") provided information with respect to the making of a
supplemental payment, equal to $0.81 per share, to stockholders that are members
of the Settlement Class (as defined in the First Supplement) (the "Supplemental
Payment") pursuant to the terms of a Stipulation of Settlement (the "Stipulation
of Settlement"). This second supplement to the Offer to Purchase (the "Second
Supplement") provides information with respect to the delivery by Bear, Stearns
& Co. Inc. of an updated opinion (the "Updated Opinion") to the effect that, as
of January 23, 2000, and subject to the assumptions and qualifications set forth
therein, the consideration to be received in the Offer and the Merger, plus the
Supplemental Payment, was fair, from a financial point of view, to the Public
Stockholders.
This Second Supplement should be read in conjunction with the Offer to
Purchase and the First Supplement. Except as set forth in this Second
Supplement, the terms and conditions previously set forth in the Offer to
Purchase, as supplemented by the First Supplement, remain applicable in all
respects to the Offer. Terms used but not defined in this Second Supplement have
the meanings set forth in the original Offer to Purchase.
Questions and requests for assistance, or for additional copies of this
Second Supplement or other tender offer materials, may be directed to the
Information Agent or the Dealer Manager at the addresses and telephone numbers
set forth on the back cover. Holders of Shares may also contact brokers, dealers
or banks for additional copies of this Second Supplement or other tender offer
materials.
THE OFFER TO PURCHASE AND THIS SECOND SUPPLEMENT CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF
SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
------------------------
The Dealer Manager for the Offer is:
DONALDSON, LUFKIN & JENRETTE
February 4, 2000
TENDERING SHARES
Any stockholder desiring to tender all or any portion of such stockholder's
Shares should either: (a) complete and sign the Letter of Transmittal previously
delivered by Purchaser or Parent (or a facsimile thereof) in accordance with the
instructions in the Letter of Transmittal, have such stockholder's signature
thereon guaranteed if required by Instruction 1 to such Letter of Transmittal,
and mail or deliver the Letter of Transmittal (or such facsimile) together with
the certificate(s) representing such Shares and any other required documents to
U.S. Stock Transfer Corporation (the "Depositary") or tender such Shares
pursuant to the procedures for book-entry transfer set forth under "The Tender
Offer -- 3. Procedures for Tendering Shares" in the Offer to Purchase or (b)
request such stockholder's broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for such stockholder. A stockholder
whose Shares are registered in the name of a broker, dealer, commercial bank,
trust company or other nominee must contact such broker, dealer, commercial
bank, trust company or other nominee if such stockholder desires to tender such
Shares.
Any stockholder who desires to tender such stockholder's Shares and whose
certificates representing such Shares are not immediately available or who
cannot comply with the procedures for book-entry transfer on a timely basis may
tender such Shares by following the procedures for guaranteed delivery set forth
under "The Tender Offer -- 3. Procedures for Tendering Shares" in the Offer to
Purchase.
STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED SHARES PURSUANT TO THE
OFFER AND WHO HAVE NOT WITHDRAWN THOSE SHARES NEED NOT TAKE ANY FURTHER ACTION
IN ORDER TO (I) TENDER SHARES PURSUANT TO THE OFFER, AND (II) IF THEY ARE
MEMBERS OF THE SETTLEMENT CLASS, RECEIVE THE SUPPLEMENTAL PAYMENT. STOCKHOLDERS
WHO HAVE TENDERED SHARES PURSUANT TO THE GUARANTEED DELIVERY PROCEDURE SHOULD
COMPLY WITH THE REQUIRED PROCEDURES. SEE "THE TENDER OFFER -- 3. PROCEDURES FOR
TENDERING SHARES" IN THE OFFER TO PURCHASE. |
