-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DojtW1NCdpKxKPMuxmpe3la2MlMBZlXxDU9P1ckztRAafK+2FWpgdzyf1VTvhU6R +sEOnr7sZ8tMrDDsezrXQw== 0000950148-02-002049.txt : 20020816 0000950148-02-002049.hdr.sgml : 20020816 20020815185141 ACCESSION NUMBER: 0000950148-02-002049 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020816 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERBALIFE INTERNATIONAL INC CENTRAL INDEX KEY: 0000791449 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 222695420 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39115 FILM NUMBER: 02740456 BUSINESS ADDRESS: STREET 1: 1800 CENTURY PK E CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3104109600 MAIL ADDRESS: STREET 1: 1800 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: SAGE COURT VENTURES INC DATE OF NAME CHANGE: 19861216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUGHES MARK FAMILY TRUST CENTRAL INDEX KEY: 0001115928 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1800 CENTURY PARK E STREET 2: C/O HERBALIFE INTERNATIONAL, INC. CITY: LOS ANGELES STATE: CA ZIP: 90067-1501 BUSINESS PHONE: 310-4109600 MAIL ADDRESS: STREET 1: 1800 CENTURY PARK E CITY: LOS ANGELES STATE: CA ZIP: 90067-1501 SC 13D/A 1 v83737asc13dza.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (Amendment No. 3)* Herbalife International, Inc. ----------------------------------------------------------------------- (Name of Issuer) Class A Common Stock $.01 Par Value Per Share ----------------------------------------------------------------------- (Title of Class of Securities) 426908208 ----------------------------------------------------------------------- (CUSIP Number) Conrad Lee Klein, Christopher Pair and John Reynolds, Co-Trustees of the Mark Hughes Family Trust C/o Herbalife International, Inc. 1800 Century Park East Century City, CA 90067-1501 (310) 410-9600 ----------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 31, 2002 ----------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13D-1(e), 13D-1(f) or 13D-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13D-7(b) for other parties to whom copies are to be sent. This Amendment No. 3 is the final amendment and amends the Statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on June 1, 2000, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on August 2, 2000 and Amendment No. 2 filed with the SEC on March 28, 2001 (as amended, the "Schedule 13D") and relates to the Class A Common stock par value $.01 per share (the "Class A Common Stock") of Herbalife International, Inc. (the "Issuer"). The information regarding the Class B Common Stock, par value $.01 per share ("Class B Common Stock"), contained in the Schedule 13D is for information only. Shares of Class B Common Stock are nonvoting except in limited circumstances. Capitalized terms used herein shall have the meaning set forth in the Schedule 13D. ITEM 4 PURPOSE OF THE TRANSACTION. Item 4 of the Schedule 13D is hereby amended and restated as follows: On July 31, 2002, pursuant to the terms of the Agreement and Plan of Merger, dated April 10, 2002, by and among Herbalife, WH Holdings and WH Acquisition Corp., (the "Merger Agreement") the Mark Hughes Family Trust (the "Trust") sold and transferred its direct and indirect beneficial interest in 6,271,001 shares of Class A Common Stock and 6,792,001 shares of Class B Common Stock of the Issuer (includes 999,999 shares of Class A Common Stock and 875,001 shares of Class B Common Stock owned by the Estate of Mark Hughes). Except as indicated herein, the Trust has no present plans or proposals that relate to or would result in any of the consequences listed in paragraphs (a)-(j) of Item 4 of Schedule 13D. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is hereby amended by adding the following:
Class of Stock Number* Price Per Share Date of the Disposition Class A 6,271,001 $19.50 July 31, 2002 Class B 6,792,001 $19.50 July 31, 2002
* All shares were sold pursuant to the Merger Agreement. 2 SIGNATURES 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. Date: August 9, 2002 Mark Hughes Family Trust By the Co-Trustees: /s/ CHRISTOPHER PAIR -------------------------- Christopher Pair /s/ CONRAD KLEIN -------------------------- Conrad Klein /s/ JOHN REYNOLDS -------------------------- John Reynolds 3 -----END PRIVACY-ENHANCED MESSAGE-----