-----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, VJU5d+s4k3s03SmzbtNXNAOxlz4mioJbBkcAn7NR5LNAktiz0JFIuQZ3xkkguGZB rGWcwpV/Dan0R7/BTVJODQ== 0000890566-99-000483.txt : 19990409 0000890566-99-000483.hdr.sgml : 19990409 ACCESSION NUMBER: 0000890566-99-000483 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990228 FILED AS OF DATE: 19990408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEIDER NUTRITION INTERNATIONAL INC CENTRAL INDEX KEY: 0001022368 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 870563574 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-14608 FILM NUMBER: 99589633 BUSINESS ADDRESS: STREET 1: 2002 SOUTH 5070 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84104-4726 BUSINESS PHONE: 8019755000 MAIL ADDRESS: STREET 1: 2002 SOUTH 5070 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84104-4726 10-Q/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO ____. COMMISSION FILE NUMBER: 333-12929 WEIDER NUTRITION INTERNATIONAL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 87-0563574 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 2002 SOUTH 5070 WEST SALT LAKE CITY, UTAH 84104-4726 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: (801) 975-5000 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of the Registrant's common stock is 24,948,381 (as of March 22, 1999.) PART I. FINANCIAL INFORMATION The purpose of this amendment to the Form 10-Q for the quarter ended February 28, 1999 for Weider Nutrition International, Inc. ("Weider") is to eliminate the financial data schedule that was erroneously filed by Weider's financial printer as Exhibit 27.2. The financial data schedule relates to a company other than Weider. The information contained in Part I of Weider's original Form 10-Q for the quarter ended February 28, 1999 is incorporated by reference herein without any modification. PART II. OTHER INFORMATION ITEMS 1-5. The information set forth in Items 1-5 of Part II in the Company's original Form 10-Q for the quarter ended February 28, 1999 is incorporated by reference herein without any modification. -2- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 5.1 Stock Purchase Agreement, dated July 9, 1998, by and among Weider Nutrition Group, Inc. and Wolfgang Brandt and Eberhardt Schluter.(2) 5.2 Amendment Deed to Stock Purchase Agreement, dated July 24, 1998. (2) 5.3 Share Transfer Deed, dated July 24, 1998. (2) 3.1 Amended and Restated Certificate of Incorporation of Weider Nutrition International, Inc. (1) 3.2 Amended and Restated Bylaws of Weider Nutrition International, Inc. (1) 4.1 Amended and Restated Credit Agreement dated as of May 6, 1997 among Weider Nutrition International, Inc., certain subsidiaries, certain lenders and General Electric Capital Corporation. (3) 4.2 First Amendment to Amended and Restated Credit Agreement dated as of August 27, 1997 among Weider Nutrition International, Inc. and certain of its affiliates and General Electric Capital Corporation and certain other lenders. (3) 4.3 Second Amendment to Amended and Restated Credit Agreement dated as of February 1998 among Weider Nutrition International, Inc. and certain of its affiliates and General Electric Capital Corporation and certain other lenders. (3) 4.4 Third Amendment to Amended and Restated Credit Agreement dated as of July 28, 1998 among Weider Nutrition International, Inc. and certain of its affiliates and General Electric Capital Corporation and certain other lenders. (4) 4.5 Fourth Amendment to Amended and Restated Credit Agreement dated as of December 2, 1998 among Weider Nutrition International, Inc. and certain of its affiliates and General Electric Capital Corporation and certain other lenders. (4) 4.6 Fifth Amendment to Amended and Restated Credit Agreement dated as of December 15, 1998 among Weider Nutrition International, Inc. and certain of its affiliates and General Electric Capital Corporation and certain other lenders. (4) 4.7 Sixth Amendment to Amended and Restated Credit Agreement dated as of March 4, 1999 among Weider Nutrition International, Inc. and certain of its affiliates and General Electric Capital Corporation and certain other lenders. (5) 10.1 Build-To-Suit Lease Agreement, dated March 20, 1996, between SCI Development Services Incorporated and Weider Nutrition Group, Inc. (1) 10.2 Agreement by and between Joseph Weider and Weider Health and Fitness. (1) 10.3 1997 Equity Participation Plan of Weider Nutrition International, Inc. (1) 10.4 Form of Tax Sharing Agreement by and among Weider Nutrition International, Inc. and its subsidiaries and Weider Health and Fitness and its subsidiaries. (1) 10.5 Form of employment Agreement between Weider Nutrition International, Inc. and Richard B. Bizzaro. (1) 10.6 Form of Employment Agreement between Weider Nutrition International, Inc. and Robert K. Reynolds, as amended. (5) 10.7 Form of Senior Executive Employment Agreement between Weider Nutrition International, Inc. and certain senior executives of the Company. (1) 10.8 Advertising Agreement between Weider Nutrition International, Inc. and Weider Publications, Inc. (1) 10.9 Amended and Restated Shareholders Agreement between Weider Health and Fitness and Hornchurch Investments Limited (1) 10.10 Amended and Restated Shareholders Agreement between Weider Health and Fitness, Bayonne Settlement and Ronald Corey. (1) 10.11 Indemnification Agreement between Weider Nutrition Group, Inc. and Showa Denko America. (1) 10.12 License Agreement between Mariz Gestao E Investmentos Limitada and Weider Nutrition Group Limited. (1) 10.13 Form of Employment Agreement between Weider Nutrition International, Inc. and David J. Gustin. (5) -3- 21 Subsidiaries of Weider Nutrition International, Inc. (1) 27.1 FINANCIAL DATA SCHEDULE SUMMARY (6) (1) Filed as an Exhibit to the Company's Registration Statement on From S-1 (File No. 333-12929) and incorporated herein by reference. (2) Previously filed in the Company's Current Report on Form 8-K dated as of July 24, 1998 and incorporated herein by reference. (3) Previously filed in the Company's Current Report on Form 10-Q dated as of October 14, 1998 and incorporated herein by reference. (4) Previously filed in the Company's Current Report on Form 10-Q dated as of January 14, 1999 and incorporated herein by reference. (5) Previously filed in the Company's original Current Report on Form 10-Q for the quarter ended February 28, 1999, filed with the Commission on April 6, 1999. (6) FILED HEREWITH. - ----------------- (b) Reports on Form 8-K None -4- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended Form 10-Q for the quarter ended February 28, 1999 to be signed on its behalf by the undersigned thereunto duly authorized. WEIDER NUTRITION INTERNATIONAL, INC. Date: April 7, 1999 BY: /S/ ROBERT K. REYNOLDS Robert K. Reynolds, Chief Operating Officer, Executive Vice President and Director Date: April 7, 1999 BY: /s/ STEPHEN D. YOUNG Stephen D. Young, Chief Financial Officer, and Executive Vice President -5- EX-27.1 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF WEIDER NUTRITION INTERNATIONAL, INC. AS OF, AND FOR THE NINE MONTHS ENDING FEBRUARY 28, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS. 1000 9-MOS MAY-31-1999 FEB-28-1999 2,278 64,126 1,813 74,172 148,048 64,722 15,734 2,692 270,572 163,470 5,365 0 0 249 98,944 270,572 240,250 240,250 154,869 154,869 83,832 0 7,197 (5,643) (2,317) (3,326) 0 0 0 (3,326) (.13) (.13)
-----END PRIVACY-ENHANCED MESSAGE-----