15-15D 1 herbalifefrm15_013003.htm FORM 15 OF WH INTERMEDIATE HOLDINGS LTD., ET AL WH Intermediate Holdings Ltd. Form 15

United States
SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C.   20549

Form 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.


Commission File Number: 333-101188
(inclusive of 333-101188-01 through 333-101188-20)

WH INTERMEDIATE HOLDINGS LTD.
HERBALIFE INTERNATIONAL, INC.
HERBALIFE INTERNATIONAL DO BRASIL LTDA.
HERBALIFE (UK) LIMITED
HERBALIFE EUROPE LIMITED
HERBALIFE INTERNATIONAL FINLAND OY
HERBALIFE INTERNATIONAL OF ISRAEL (1990) LTD.
HERBALIFE OF JAPAN K.K.
HERBALIFE INTERNACIONAL DE MEXICO, S.A. DE C.V.
HERBALIFE PRODUCTS DE MEXICO, S.A. DE C.V.
HERBALIFE SWEDEN AKTIEBOLAG
HERBALIFE CHINA, LLC
HERBALIFE INTERNATIONAL OF AMERICA, INC.
HERBALIFE INTERNATIONAL COMMUNICATIONS, INC.
HERBALIFE INTERNATIONAL DISTRIBUTION, INC.
HERBALIFE INTERNATIONAL OF EUROPE, INC.
HERBALIFE TAIWAN, INC.
HERBALIFE INTERNATIONAL (THAILAND) LTD.
WH LUXEMBOURG CM S.à.R.L.
WH LUXEMBOURG INTERMEDIATE HOLDINGS S.à.R.L.
WH LUXEMBOURG HOLDINGS S.à.R.L.

(Exact name of registrant as specified in its charter)

  P.O. Box 309GT Ugland House, South Church Street Grand Cayman, Cayman Islands
(Address, including zip code, and telephone number, including area code, of
                                        registrant's principal executive offices)

             11 ¾% Series B Senior Subordinated Notes
     (Title of each class of securities covered by this Form)

N/A
(Titles of all other classes of securities for which a duty to file reports under
section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provisions(s) relied upon to terminate or suspend the duty to file reports:

  Rule 12g-4(a)(1)(i) [   ] Rule 12h-3(b)(1)(i) [X]
  Rule 12g-4(a)(1)(ii) [   ] Rule 12h-3(b)(1)(ii) [   ]
  Rule 12g-4(a)(2)(i) [   ] Rule 12h-3(b)(2)(i) [   ]
  Rule 12g-4(a)(2)(ii) [   ] Rule 12h-3(b)(2)(ii) [   ]
      Rule 15d-6 [   ]

Approximate number of holders of record as of the certification or notice date: 33





















2

Pursuant to the requirements of the Securities Exchange Act of 1934 WH INTERMEDIATE HOLDINGS LTD. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Steven E. Rodgers               
  Name:  Steven E. Rodgers
  Title:    President




















3

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE INTERNATIONAL, INC. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Brian Kane               
  Name:   Brian Kane
  Title:     Co-President




















4

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE INTERNATIONAL DO BRASIL LTDA. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003BY:          /s/ Brian Kane                Name:   Brian Kane Title:     President





















5

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE (UK) LIMITED has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 15, 2003 BY:           /s/ Richard Hobby               
  Name:   Richard Hobby
  Title:     Managing Director




















6

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE EUROPE LIMITED has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Brian Kane               
  Name:   Brian Kane
  Title:     Managing Director




















7

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE INTERNATIONAL FINLAND OY has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Fabrizio Suaria               
  Name:   Fabrizio Suaria
  Title:     Director




















8

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE INTERNATIONAL OF ISRAEL (1990) LTD. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Brian Kane               
  Name:   Brian Kane
  Title:     President




















9

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE OF JAPAN K.K. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ John Purdy               
  Name:   John Purdy
  Title:     Representative Director




















10

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE INTERNACIONAL DE MEXICO, S.A. DE C.V. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Brian Kane               
  Name:   Brian Kane
  Title:     President




















11

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE PRODUCTS DE MEXICO, S.A. DE C.V. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Brian Kane               
  Name:   Brian Kane
  Title:     President




















12

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE SWEDEN AKTIEBOLAG has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Fabrizio Suaria               
  Name:   Fabrizio Suaria
  Title:     Director




















13

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE CHINA, LLC has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Brian Kane               
  Name:   Brian Kane
  Title:     Chairman




















14

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE INTERNATIONAL OF AMERICA, INC. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Brian Kane               
  Name:   Brian Kane
  Title:     Co-President




















15

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE INTERNATIONAL COMMUNICATIONS, INC. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Brian Kane               
  Name:   Brian Kane
  Title:     President




















16

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE INTERNATIONAL DISTRIBUTION, INC. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Brian Kane               
  Name:   Brian Kane
  Title:     President




















17

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE INTERNATIONAL OF EUROPE, INC. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Brian Kane               
  Name:   Brian Kane
  Title:     President




















18

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE TAIWAN, INC. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Brian Kane               
  Name:   Brian Kane
  Title:     President




















19

Pursuant to the requirements of the Securities Exchange Act of 1934 HERBALIFE INTERNATIONAL (THAILAND) LTD. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Brian Kane               
  Name:   Brian Kane
  Title:     President




















20

Pursuant to the requirements of the Securities Exchange Act of 1934 WH LUXEMBOURG CM S.à.R.L. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Fabrizio Suaria               
  Name:   Fabrizio Suaria
  Title:     Manager




















21

Pursuant to the requirements of the Securities Exchange Act of 1934 WH LUXEMBOURG INTERMEDIATE HOLDINGS S.à.R.L. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Fabrizio Suaria               
  Name:   Fabrizio Suaria
  Title:     Manager




















22

Pursuant to the requirements of the Securities Exchange Act of 1934 WH LUXEMBOURG HOLDINGS S.à.R.L. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  January 30, 2003 BY:          /s/ Fabrizio Suaria               
  Name:   Fabrizio Suaria
  Title:     Manager




















23

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.





















24