0001140361-12-051586.txt : 20121217 0001140361-12-051586.hdr.sgml : 20121217 20121217192432 ACCESSION NUMBER: 0001140361-12-051586 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121215 FILED AS OF DATE: 20121217 DATE AS OF CHANGE: 20121217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14608 FILM NUMBER: 121269763 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SCHIFF 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: 1215 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 FORMER COMPANY: FORMER CONFORMED NAME: WEIDER NUTRITION INTERNATIONAL INC DATE OF NAME CHANGE: 19960906 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14608 FILM NUMBER: 121269762 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14608 FILM NUMBER: 121269764 BUSINESS ADDRESS: STREET 1: C/O TPG CAPITAL, L.P. STREET 2: 301 COMMERCE ST. SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG CAPITAL, L.P. STREET 2: 301 COMMERCE ST. SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 4 1 doc1.xml FORM 4 X0306 4 2012-12-15 1 0001022368 SCHIFF NUTRITION INTERNATIONAL, INC. WNI 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10%Owner(1)(2)(3)(4)(5) 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 300 FORT WORTH TX 76102 0 0 0 1 Former 10%Owner(1)(2)(3)(4) 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10%Owner(1)(2)(3)(4) Class A Common Stock 2012-12-15 4 S 0 7486574 42.00 D 0 I See Explanation of Responses Class B Common Stock 2012-12-15 4 S 0 7486574 42.00 D 0 I See Explanation of Responses David Bonderman and James G. Coulter are directors, officers and shareholders of TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of TPG STAR GenPar Advisors, LLC, a Delaware limited liability company ("TPG STAR Advisors"). TPG STAR Advisors is the general partner of TPG STAR GenPar, L.P., a Delaware limited partnership, which is the general partner of TPG STAR, L.P., a Delaware limited partnership, which is the sole manager and controlling member of TPG STAR SNI, L.P., a Delaware limited partnership ("TPG STAR SNI"), which held the shares of Class A Common Stock of Schiff Nutrition International, Inc. (the "Issuer") whose disposition is reported herein (the "Class A Common Shares"). Pursuant to a Stockholders Agreement entered into between TPG STAR SNI and Weider Health and Fitness ("Weider"), TPG STAR SNI and certain of its affiliates were deemed to have acquired shared voting power with Weider over the 7,486,574 shares of Class B Common Stock of the Issuer whose disposition by Weider is reported herein (the "Class B Common Shares" and, together with the Class A Common Shares, the "Shares"). Pursuant to the Support Agreement entered into by TPG STAR SNI, Reckitt Benckiser LLC ("Reckitt LLC") and Ascot Acquisition Corp. ("Ascot) and an offer by Reckitt LLC and Ascot to purchase for cash all of the Shares of the Issuer (the "Offer"), TPG STAR SNI tendered and did not withdraw all of its Class A Common Shares. Pursuant to a related Support Agreement and the Offer, Weider tendered and did not withdraw all of its Class B Common Shares. Upon completion of the Offer, TPG STAR SNI disposed of all of its Class A Common Shares, Weider disposed of all the Class B Common Shares and the Stockholders Agreement terminated. Following these transactions, TPG STAR SNI and its affiliates no longer hold over 10% of the Shares. Because of the Reporting Persons' respective relationships to TPG STAR SNI, the Reporting Persons may have been deemed to have beneficially owned the Shares to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG STAR SNI. Each Reporting Person disclaims beneficial ownership of the Shares, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons have been, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any Shares beneficially owned in excess of their respective pecuniary interests. (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2010, which were previously filed with the Securities and Exchange Commission. Ronald Cami, on behalf of David Bonderman (6) (7) 2012-12-17 Ronald Cami, on behalf of James G. Coulter (6) (7) 2012-12-17 Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6) 2012-12-17