Prepared by R.R. Donnelley Financial -- Schedule 13E-3 Amendment No. 4

SC 13E3/A 1 dsc13e3a.htm SCHEDULE 13E-3 AMENDMENT NO. 4 Prepared by R.R. Donnelley Financial -- Schedule 13E-3 Amendment No. 4

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 4

SCHEDULE 13E-3

Rule 13e-3 Transaction Statement

(Under Section 13(e) of the Securities Exchange Act of 1934)

Herbalife International, Inc.

(Name of Issuer)

Herbalife International, Inc.

WH Holdings (Cayman Islands) Ltd.

WH Acquisition Corp.

Whitney V, L.P.

Whitney Equity Partners V, L.L.C.

CCG Investments (BVI), L.P.

Golden Gate Capital Management, L.L.C.

Francis X. Tirelli

Douglas G. Sages

Brian Kane

Carol Hannah

(Name of Person(s) Filing)

Class A Common Stock, $.01 Par Value

Class B Common Stock, $.01 Par Value

(Title of Class of Securities)

42 6908208 (Class A)

42 6908307 (Class B)

(CUSIP Number of Class of Securities)

Steven E. Rodgers

President

WH Holdings (Cayman Islands) Ltd.

c/o Whitney & Co., LLC

177 Broad Street

Stamford, CT 06901

(203) 973-1442

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of Person(s) Filing Statements)

Copies to:

Thomas C. Meriam, Esq.		Jonathan Layne, Esq.
Chadbourne & Parke LLP		Gibson, Dunn & Crutcher LLP
30 Rockefeller Plaza		333 South Grand Avenue
New York, New York 10112		Los Angeles, California 90071

This statement is filed in connection with (check appropriate box):

a. [X]		The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934 (the “Act”).
b. [ ]		The filing of a registration statement under the Securities Act of 1933.
c. [ ]		A tender offer.
d. [ ]		None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are the preliminary copies. [ ]

Check the following box if the filing is a final amendment reporting the results of the transaction: [ ]

CALCULATION OF FILING FEE

TRANSACTION VALUATION*		AMOUNT OF FILING FEE
$678,235,478		$62,398

The filing fee was determined based upon (a) the product of (i) the 32,493,762 shares of common stock to be retired in the merger and (ii) merger consideration of $19.50 per share of common stock, (b) plus $44,607,119 expected to be paid upon cancellation of all outstanding options (the “Total Consideration”). The filing fee was determined by calculating a fee of $92 per $1,000,000 of the Total Consideration.

[X]

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:		Filing Party: Herbalife International, Inc.

Form of Registration No: Schedule 14A		Date Filed: May 7, 2002

INTRODUCTION

This Amendment No. 4 to Rule l3e-3 Transaction Statement on Schedule l3E-3 (the “Amendment”) amends the Rule 13e-3 Transaction Statement on the Schedule 13E-3 filed with the Securities and Exchange Commission on May 7, 2002 (the “Schedule l3E-3”and amended by Amendment No. 1 on June 10, 2002, Amendment No. 2 on June 27, 2002 and Amendment No. 3 on July 11, 2002). This Amendment is being filed jointly by Herbalife International, Inc., a Nevada corporation (the “Company”) and the issuer of the equity securities which are the subject of a Rule 13e-3 transaction, WH Holdings (Cayman Islands) Ltd., a Cayman Islands corporation (“WH Holdings”), WH Acquisition Corp., a Nevada corporation (“WH Acquisition”), Whitney V, L.P., a Delaware limited partnership, Whitney Equity Partners V, L.L.C., a Delaware limited liability company, CCG Investments (BVI), L.P., a California limited partnership, Golden Gate Capital Management, L.L.C., a California limited liability company, Francis X. Tirelli, Douglas G. Sages, Brian Kane and Carol Hannah. This Amendment and the Schedule 13E-3 relate to the Agreement and Plan of Merger, dated April 10, 2002 (the “Merger Agreement”), among the Company, WH Holdings and WH Acquisition, pursuant to which WH Acquisition will be merged (the “Merger”) with and into the Company, with the Company as the surviving corporation.

Under the terms and subject to the conditions of the Merger Agreement, (a) each outstanding share of Class A Common Stock and Class B Common Stock will be converted into the right to receive $19.50 in cash without interest thereon (the “Merger Consideration”); and (b) each outstanding option to acquire a share of Common Stock will be converted into the right to receive an amount per share equal to the Merger Consideration minus the exercise price per share for each such option, without interest thereon (the “Option Consideration”).

The Company has filed with the Securities and Exchange Commission a Definitive Proxy Statement (the “Proxy Statement”) under Regulation 14A of the Act relating to the annual meeting of stockholders of the Company at which the stockholders of the Company will consider and vote upon, among other things, a proposal to approve and adopt the Merger Agreement. A copy of the Proxy Statement is attached hereto as Exhibit (a). A copy of the Merger Agreement was previously filed as Exhibit (d) to the Schedule 13E-3. All references in this Amendment to Items numbered 1001 through 1016 are references to Items contained in Regulation M-A under the Act.

The information in the Proxy Statement, including all annexes thereto, is hereby expressly incorporated by reference to the Amendment in its entirety, and the responses to each item are qualified in their entirety by the provisions of the Proxy Statement. Capitalized terms used but not defined in this statement shall have the meanings given to them in the Proxy Statement.

All information contained in this Amendment relating to a particular person filing hereunder has been provided by such individual or entity for inclusion herein.

Item 1. Summary Term Sheet.

Item 1001

The information contained in the section of the Proxy Statement entitled “Summary Term Sheet” is incorporated herein by reference.

Item 2. Subject Company Information.

Item 1002

(a)

The information contained in the section of the Proxy Statement entitled “Summary Term Sheet—The Parties” is incorporated herein by reference.

(b)

The information contained in the section of the Proxy Statement entitled “The Meeting—Voting Information” is incorporated herein by reference.

(c)

The information contained in the section of the Proxy Statement entitled “The Meeting—Comparative Market Price Data” is incorporated herein by reference.

(d)

The information contained in the section of the Proxy Statement entitled “The Meeting—Dividends” is incorporated herein by reference.

(e)

None.

(f)

None.

Item 3. Identity and Background of the Filing Person.

Item 1003

(a)

The information contained in the following sections of the Proxy Statement is incorporated herein by reference:

Summary Term Sheet—The Parties—Herbalife

Summary Term Sheet—The Parties—WH Holdings

Summary Term Sheet—The Parties—WH Acquisition

The Meeting—Principal Stockholders and Security Ownership of Management

Election Of Directors

The Merger—Special Factors—Reasons for the Merger; Fairness of the Merger—Filing Persons

(b)

The information contained in the following sections of the Proxy Statement is incorporated herein by reference:

Summary Term Sheet—The Parties – Herbalife

Summary Term Sheet—The Parties—WH Holdings

Summary Term Sheet—The Parties—WH Acquisition

Election Of Directors

The Merger—Special Factors—Reasons for the Merger; Fairness of the Merger—Filing Persons

(c)(1),

The information contained in the section of the Proxy Statement entitled

(c)(2)

“Election of Directors” is incorporated herein by reference.

(c)(3)

None.

(c)(4)

None.

Item 4 . Terms of the Transaction.

Item 1004

(a)(1)

Not Applicable.

(a)(2)

The information contained in the following sections of the Proxy Statement is incorporated herein by reference:

Summary Term Sheet—The Merger

The Meeting—Required Vote

The Merger—Background of the Merger

The Merger—Reasons for the Merger and Recommendation of the Herbalife Board of Directors

The Merger—Special Factors—Effects of the Merger

The Merger—Special Factors—Reasons for the Merger; Fairness of the Merger

The Merger—Special Factors—Benefits and Detriments of the Merger to the Company, the Management Stockholders and the Unaffiliated Stockholders

Interests of Certain Persons in the Merger

The Merger—Federal Income Tax Consequences

(b)

Not Applicable.

(c)

The information contained in the following sections of the Proxy Statement is incorporated herein by reference:

The Merger—Special Factors—Benefits and Detriments of the Merger to the Company, the Management Stockholders and the Unaffiliated Stockholders

Interests of Certain Persons in the Merger

(d)

The information contained in the section of the Proxy Statement entitled “The Merger—Dissenters’ Rights” is incorporated herein by reference.

(e)

None.

(f)

None.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Item 1005

(a)

The information contained in the section of the Proxy Statement entitled “Compensation of Directors and Executive Officers—Executive Compensation” is incorporated herein by reference.

(b)-(c)

The information contained in the following sections of the ProxyStatement is incorporated herein by reference:

The Merger—Background of the Merger

The Merger—Financing of the Merger—Preferred Equity Financing

The Merger Agreement—Directors and Officers of Herbalife Following the Merger

The Merger Agreement—Conduct of Herbalife Business After the Merger

Interests of Certain Persons In The Merger

(d)

Not Applicable.

(e)

The information contained in the following sections of the Proxy Statement and Annex A to the Proxy Statement are incorporated herein by reference:

Interests of Certain Persons in the Merger

The Merger—Financing of the Merger

The Merger Agreement

Item 6. Purposes of the Transaction and Plans or Proposals.

Item 1006

(a)

Not Applicable.

(b),(c)

The information contained in the following sections of the Proxy Statement is incorporated herein by reference:

Summary Term Sheet

The Meeting—Dividends

The Merger—Special Factors—Effects of the Merger

The Merger—Special Factors—Reasons for the Merger; Fairness of the Merger

The Merger—Reasons for the Merger and Recommendation of the Herbalife Board of Directors

The Merger—Background of the Merger

The Merger Agreement—Directors and Officers of Herbalife Following the Merger

The Merger Agreement—Employees of Herbalife

The Merger Agreement—Payment for Herbalife Common Stock and Options

Item 7. Purpose(s), Alternatives, Reasons and Effects.

Item 1013

(a)-(c)

The information contained in the following sections of the Proxy Statement is incorporated herein by reference:

The Merger—Special Factors—Effects of the Merger

The Merger—Special Factors—Reasons for the Merger; Fairness of the Merger

The Merger—Special Factors—Benefits and Detriments of the Merger to the Company, the Management Stockholders and the Unaffiliated Stockholders

The Merger—Reasons for the Merger and Recommendation of the Herbalife Board of Directors

The Merger—Background of the Merger

The Merger—Herbalife Board of Directors’ Recommendation

(d)

The information contained in the following sections of the Proxy Statement is incorporated herein by reference:

The Merger—Special Factors—Effects of the Merger

The Merger—Special Factors—Reasons for the Merger; Fairness of the Merger

The Merger—Special Factors—Benefits and Detriments of the Merger to the Company, the Management Stockholders and the Unaffiliated Stockholders

The Merger—Federal Income Tax Consequences

Item 8. Fairness of the Transaction.

Item 1014

(a)-(e)

The information contained in the following sections of the Proxy Statement is incorporated herein by reference:

The Merger—Special Factors—Reasons for the Merger; Fairness of the Merger

The Merger—Reasons for the Merger and Recommendation of the Herbalife Board of Directors

The Merger—Herbalife Board of Directors’ Recommendation

The Merger—Special Factors—Benefits and Detriments of the Merger to the Company, the Management Stockholders and the Unaffiliated Stockholders

The Merger—Background of the Merger

The Meeting—Required Vote

(f)

The information contained in the section of the Proxy Statement entitled “The Merger—Background of the Merger” is incorporated herein by reference.

Item 9. Reports, Opinions, Appraisals and Negotiations.

Item 1015

(a)-(c)

The information contained in the following sections of the Proxy Statement and Annex B and Annex C to the Proxy Statement is incorporated herein by reference:

The Merger—Background of the Merger

The Merger—Opinion of Barrington Associates

The Merger—Overview of Barrington Associate’s Analysis

The Merger—Opinion of Morgan Stanley & Co. Incorporated

Item 10. Sources and Amounts of Funds or Other Consideration.

Item 1007

(a),(b),

The information contained in the section of the Proxy Statement

(d)

entitled “The Merger—Financing of the Merger” is incorporated herein by reference.

(c)

The information contained in the following sections of the Proxy Statement is incorporated herein by reference:

The Merger Agreement—Expenses of the Transaction

Interests of Certain Persons in the Merger—Fees Payable to the Financial Advisors

Item 11. Interest In Securities of the Subject Company.

Item 1008

(a)

The information contained in the following sections of the Proxy Statement is incorporated herein by reference:

The Meeting—Principal Stockholders and Security Ownership of Management

The Merger—Financing of the Merger

Interests of Certain Persons in the Merger—Arrangements with Continuing Management

(b)

None.

Item 12. The Solicitation or Recommendation.

Item 1012

(a)

Not Applicable.

(b)

Not Applicable.

(c)

Not Applicable.

(d),(e)

The information contained in the following sections of the Proxy Statement is incorporated herein by reference:

The Meeting—General

The Merger—Special Factors—Reasons for the Merger; Fairness of the Merger

The Merger—Special Factors—Benefits and Detriments of the Merger to the Company, the Management Stockholders and the Unaffiliated Stockholders

The Merger—Reasons for the Merger and Recommendation of the Herbalife Board of Directors

The Merger—Herbalife Board of Directors’ Recommendation

Item 13. Financial Statements.

Item 1010

(a),(c)

The information contained in the following sections of the Proxy Statement is incorporated herein by reference:

The Meeting—Herbalife’s Selected Consolidated Financial Information

The Meeting—Other Financial Data

Incorporation By Reference

(b)

The information contained in the section of the Proxy Statement entitled “The Meeting—Other Financial Data” is incorporated herein by reference.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

Item 1009

(a),(b)

The information contained in the following sections of the Proxy Statement is incorporated herein by reference:

Summary Term Sheet—The Merger—Where You Can Find More Information

The Meeting—General

The Meeting—Voting Information

The Meeting—Herbalife Board of Directors’ Recommendation

The Merger—Background of the Merger

Interests of Certain Persons in the Merger—Special Committee

Interests of Certain Persons in the Merger—Arrangements with Continuing Management

Where You Can Find More Information

Item 15. Additional Information.

Item 1011

(b)

The information contained in the Proxy Statement, including all Annexes thereto, is incorporated herein by reference.

Item 16. Exhibits.

Item 1016

(a)(2)

Definitive Proxy Statement and form of proxy card filed with the Securities and Exchange Commission on July 11, 2002.

(a)(5)*

Press Release of the Company announcing the signing of the Agreement and Plan of Merger dated April 10, 2002 by and among WH Holdings (Cayman Islands) Ltd., WH Acquisition Corp. and Herbalife International, Inc. is incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 11, 2002.

(b)(1)*

Commitment Letter dated April 10, 2002 to Whitney & Co., LLC and Golden Gate Private Equity, Inc. from UBS AG, Stamford Branch and UBS Warburg, LLC.

(b)(2)*

Commitment Letter, dated June 21, 2002 to WH Holdings (Cayman Islands) Ltd. from Whitney V, L.P.

(b)(3)*

Commitment Letter, dated June 21, 2002 to WH Holdings (Cayman Islands) Ltd. from Golden Gate Private Equity, Inc.

(c)(1)*

Opinion of Barrington Associates attached as ANNEX B to the Proxy Statement.

(c)(2)*

Opinion of Morgan Stanley & Co. Incorporated attached as ANNEX C to the Proxy Statement.

(c)(3)*

Presentation by Barrington Associates to the Special Committee of the Board of Directors.

(c)(4)*

Presentation by Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors.

(c)(5)**

Presentation, dated February 1, 2002, by Barrington Associates to the Board of Directors.

(c)(6)**

Presentation, dated February 15, 2002, by Barrington Associates to the Board of Directors.

(c)(7)**

Analysis, dated February 15, 2002, by Barrington Associates presented to the Board of Directors.

(c)(8)**

Analysis, dated February 26, 2002, by Barrington Associates presented to the Special Committee.

(c)(9)**

Presentation, dated April 8, 2002, by Barrington Associates to the Board of Directors.

(d)*

Agreement and Plan of Merger, dated April 10, 2002 by and among WH Holdings (Cayman Islands) Ltd., WH Acquisition Corp. and Herbalife International, Inc. attached as ANNEX A to the Proxy Statement.

Previously filed with Securities and Exchange Commission.

Certain portions of this exhibit have been omitted pursuant to a Confidential Treatment Request filed separately with the Commission pursuant to Exchange Act Rule 24b-2(b).

(e)

Not Applicable.

(f)

None.

(g)

None.

(h)

None.

SIGNATURE

After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in the statement is true, complete and correct.

Dated: July 17, 2002

HERBALIFE INTERNATIONAL, INC.

By:		/s/ Douglas G. Sages
		Name: Douglas G. Sages Title: Executive Vice President, Chief Administrative Officer and Chief Financial Officer

WH HOLDINGS (CAYMAN ISLANDS) LTD.

By:		/s/ STEVEN E. RODGERS
		Name: Steven E. Rodgers Title: President

WH ACQUISITION CORP.

By:		/s/ STEVEN E. RODGERS
		Name: Steven E. Rodgers Title: President

WHITNEY V, L.P.

By:		WHITNEY EQUITY PARTNERS V, LLC ITS GENERAL PARTNER

By:		/s/ JOHN C. HOCKIN
		Name: John C. Hockin Title: Partner

WHITNEY EQUITY PARTNERS V, LLC

By:		/s/ JOHN C. HOCKIN
		Name: John C. Hockin Title: Partner

CCG INVESTMENTS (BVI), L.P.

By:		GOLDEN GATE CAPITAL MANAGEMENT, L.L.C. ITS GENERAL PARTNER

By:		/s/ Ken Diekroeger
		Name: Ken Diekroeger Title: Managing Director

GOLDEN GATE CAPITAL MANAGEMENT, L.L.C.

By:		/s/ Ken Diekroeger
		Name: Ken Diekroeger Title: Managing Director


By:		/s/ Francis X. Tirelli
		Name: Francis X. Tirelli


By:		/s/ Douglas G. Sages
		Name: Douglas G. Sages


By:		/s/ Brian Kane
		Name: Brian Kane


By:		/s/ Carol Hannah
		Name: Carol Hannah

EXHIBIT INDEX

Exhibit No. Description

(a)(2)		Definitive Proxy Statement and form of proxy card filed with the Securities and Exchange Commission on July 11, 2002.

(a)(5)*		Press Release of the Company announcing the signing of the Agreement and Plan of Merger dated April 10, 2002 by and among WH Holdings (Cayman Islands) Ltd., WH Acquisition Corp. and Herbalife International, Inc. is incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 11, 2002.

(b)(1)*		Commitment Letter dated April 10, 2002 to Whitney & Co., LLC and Golden Gate Private Equity, Inc. from UBS AG, Stamford Branch and UBS Warburg, LLC.

(b)(2)*		Commitment Letter, dated June 21, 2002 to WH Holdings (Cayman Islands) Ltd. from Whitney V, L.P.

(b)(3)*		Commitment Letter, dated June 21, 2002 to WH Holdings (Cayman Islands) Ltd. from Golden Gate Private Equity, Inc.

(c)(1)*		Opinion of Barrington Associates attached as ANNEX B to the Proxy Statement.

(c)(2)*		Opinion of Morgan Stanley & Co. Incorporated attached as ANNEX C to the Proxy Statement.

(c)(3)*		Presentation by Barrington Associates to the Special Committee of the Board of Directors.

(c)(4)*		Presentation by Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors.

(c)(5)**		Presentation, dated February 1, 2002, by Barrington Associates to the Board of Directors.

(c)(6)**		Presentation, dated February 15, 2002, by Barrington Associates to the Board of Directors.

(c)(7)**		Analysis, dated February 15, 2002, by Barrington Associates presented to the Board of Directors.

(c)(8)**		Analysis, dated February 26, 2002, by Barrington Associates presented to the Special Committee.

(c)(9)**		Presentation, dated April 8, 2002, by Barrington Associates to the Board of Directors.

(d)*		Agreement and Plan of Merger, dated April 10, 2002 by and among WH Holdings (Cayman Islands) Ltd., WH Acquisition Corp. and Herbalife International, Inc. attached as ANNEX A to the Proxy Statement.

Previously filed with the Securities and Exchange Commission.

Certain portions of this exhibit have been omitted pursuant to a Confidential Treatment Request filed separately with the Commission pursuant to Exchange Act Rule 24b-2(b).

(e)

Not Applicable.

(f)

None.

(g)

None.

(h)

None.