8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 27, 2012

WEIGHT WATCHERS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Virginia	001-16769	11-6040273
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
11 Madison Avenue, 17th Floor, New York, New York		10010
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 589-2700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 15, 2012, the Company entered into the Amendment Agreement among it, the lenders party thereto, JPMorgan Chase Bank, N.A. and Credit Suisse Securities (USA) LLC, as syndication agents, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Bank of Nova Scotia, as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as an issuer, and The Bank of Nova Scotia, as administrative agent for the lenders, as swing line lender and as an issuer, relating to the Seventh Amended and Restated Credit Agreement dated as of March 15, 2012, attached as Annex A thereto, to amend its existing credit facilities to obtain an extension of the maturities of a portion of its revolving credit facility and a portion of its term loan facility and obtain term loan commitments for up to an additional $1.45 billion of term loans. In connection with its recently completed offer to purchase for cash up to $720.0 million in value of shares of its common stock, no par value per share (the “Shares”), at a price not greater than $83.00 nor less than $72.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest (the “Offer”), on March 27, 2012, the Company borrowed $726.0 million in new term loans under its newly amended credit facilities to finance the purchase of Shares in the Offer and a portion of the related fees and expenses.

The information provided in Item 1.01 to the Company’s Current Report on Form 8-K filed on March 15, 2012 is hereby incorporated by reference into this Item 2.03.

The foregoing summary of the Offer does not purport to be complete and is qualified in its entirety by reference to the Tender Offer Statement on Schedule TO filed on February 23, 2012, as amended, and such document is incorporated herein by reference.

Item 8.01 Other Events

On March 28, 2012, the Company issued a press release announcing the final results of the Offer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Exhibit	Description
99.1	Press Release issued by Weight Watchers International, Inc. on March 28, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WEIGHT WATCHERS INTERNATIONAL, INC.
Dated: March 28, 2012	By:	/s/ Jeffrey A. Fiarman
	Name:	Jeffrey A. Fiarman
	Title:	Executive Vice President, General Counsel and Secretary

Exhibit Index

Exhibit	Description
99.1	Press Release issued by Weight Watchers International, Inc. on March 28, 2012.

EX-99.1

Exhibit 99.1

Contact Information:

Investors:
Weight Watchers International, Inc.	Brainerd Communicators, Inc.
Sarika Sahni	Corey Kinger
Investor Relations	(212) 986-6667
(212) 589-2751

FOR IMMEDIATE RELEASE

WEIGHT WATCHERS ANNOUNCES

FINAL RESULTS OF ITS SELF-TENDER OFFER

New York, N.Y., March 28, 2012 — Weight Watchers International, Inc. (NYSE: WTW) today announced the final results of its “modified Dutch auction” tender offer for up to $720.0 million in value of its common stock, which expired at 12:00 midnight, New York City time, on Thursday, March 22, 2012. In accordance with the terms and conditions of the tender offer, the Company has accepted for purchase an aggregate of 8,780,485 shares of its common stock at a purchase price of $82.00 per share, for an aggregate cost of approximately $720.0 million. These shares represent approximately 11.9% of the Company’s outstanding shares of common stock as of February 13, 2012.

Based on the final count by the depositary for the tender offer, an aggregate of 9,038,999 shares of the Company’s common stock were properly tendered and not properly withdrawn at or below a purchase price of $82.00 per share. Because more than $720.0 million in value of common stock was properly tendered and not properly withdrawn, the tender offer was oversubscribed. As a result, pursuant to the terms of the tender offer, shares will be accepted on a pro rata basis, except for tenders of “odd lots”, which will be accepted in full. The depositary has informed the Company that, after giving effect to the priority for “odd lots”, the final proration factor for the tender offer is approximately 97.14%. The Company will promptly pay for the shares accepted for purchase, and any shares tendered and not purchased will be returned to the tendering shareholders promptly thereafter.

Additionally, on April 6, 2012, the Company expects to purchase 9,498,804 shares of its common stock from Artal Holdings Sp. z o.o., Succursale de Luxembourg, its majority shareholder, at a purchase price of $82.00 per share. The Company previously announced an agreement with Artal to purchase a number of shares of the Company’s common stock at the price established by the tender offer so that Artal’s percentage ownership interest in the Company’s outstanding shares of common stock after the purchase of shares in the tender offer and from Artal will be substantially equal to its current level. As a result of the tender offer and the purchase from Artal, the Company will repurchase 18,279,289 shares of its common stock for approximately $1.5 billion in the aggregate (representing approximately 24.8% of its outstanding shares of common stock as of February 13, 2012).

Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC served as the lead dealer managers and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotia Capital (USA) Inc. served as the co-dealer managers for the tender offer. MacKenzie Partners, Inc. was the information agent and Computershare was the depositary for the tender offer. All inquiries about the tender offer should be directed to Credit Suisse Securities (USA) LLC toll-free at 800-318-8219, J.P. Morgan Securities LLC toll-free at 877-371-5947 or MacKenzie Partners, Inc. toll-free at 800-322-2885 or 212-929-5500 (call collect) in the United States and Canada and +1-44-0-203-178-8057 for all other countries.

About Weight Watchers International, Inc.

Weight Watchers International, Inc. is the world's leading provider of weight management services, operating globally through a network of Company-owned and franchise operations. Weight Watchers holds over 45,000 meetings each week where members receive group support and learn about healthy eating patterns, behavior modification and physical activity. WeightWatchers.com provides innovative, subscription weight management products over the Internet and is the leading Internet-based weight management provider in the world. In addition, Weight Watchers offers a wide range of products, publications and programs for those interested in weight loss and weight control.

This news release includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, any statements about the Company’s plans, strategies, prospects and Artal share repurchase related to the “modified Dutch auction” tender offer. The Company generally uses the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend” and similar expressions in this news release to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: competition from other weight management industry participants or the development of more effective or more favorably perceived weight management methods; the Company’s ability to continue to develop innovative new services and products and enhance its existing services and products, or the failure of its services and products to continue to appeal to the market; the effectiveness of the Company’s marketing and advertising programs; the success of the Artal share repurchase; the Company’s ability to arrange financing sufficient to fund the Artal share repurchase and the terms on which such financing is raised; the impact on the Weight Watchers brand of actions taken by the Company’s franchisees, licensees and suppliers; risks and uncertainties associated with the Company’s international operations, including economic, political and social risks and foreign currency risks; the Company’s ability to successfully make acquisitions or enter into joint ventures, including its ability to successfully integrate, operate or realize the projected benefits of such businesses; uncertainties related to a downturn in general economic conditions or consumer confidence; the seasonal nature of the Company’s business; the impact of events that discourage people from gathering with others; the Company’s ability to enforce its intellectual property rights both domestically and internationally, as well as the impact of its involvement in any claims related to intellectual property rights; uncertainties regarding the satisfactory operation of the Company’s information technology or systems; the impact of security breaches or privacy concerns; the impact of disputes with the Company’s franchise operators; the impact of existing and future laws and regulations; the impact of the Company’s debt service obligations and restrictive debt covenants; the possibility that the

interests of the Company’s majority owner will conflict with the other holders of the Company’s common stock; and other risks and uncertainties, including those detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause the Company’s results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this news release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company’s filings with the Securities and Exchange Commission (which are available from the SEC’s EDGAR database at www.sec.gov, at various SEC reference facilities in the United States and via the Company’s website at www.weightwatchersinternational.com).

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