-----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, MebN3cfN6S1mQoKF26Swh34nGIfK//nQcKV8EFAcp7bubifV02EgOsLecW18MIcr 4/BlN4QO75UJjmDIMo8DNg== 0000904454-10-000354.txt : 20101015 0000904454-10-000354.hdr.sgml : 20101015 20101015213431 ACCESSION NUMBER: 0000904454-10-000354 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101014 FILED AS OF DATE: 20101015 DATE AS OF CHANGE: 20101015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14608 FILM NUMBER: 101126800 MAIL ADDRESS: STREET 1: C/O COSTAR GROUP INC STREET 2: 7475 WISCONSIN AVENUE #600 CITY: BETHESDA STATE: MD ZIP: 20814 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: 0531 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14608 FILM NUMBER: 101126799 MAIL ADDRESS: STREET 1: 345 CALIFORNIA STREET STREET 2: SUITE 3300 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tarrant Capital Advisors, Inc. CENTRAL INDEX KEY: 0001418850 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14608 FILM NUMBER: 101126801 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 3 1 edgar.xml PRIMARY DOCUMENT X0203 3 2010-10-14 0 0001022368 SCHIFF NUTRITION INTERNATIONAL, INC. WNI 0001418850 Tarrant Capital Advisors, Inc. C/O TPG CAPITAL, L.P. 301 COMMERCE ST., SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG CAPITAL, L.P. 301 COMMERCE ST., SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG CAPITAL, L.P. 301 COMMERCE ST., SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Class A Common Stock 7486574 I See Explanation of Responses Class B Common Stock 7486574 I See Explanation of Responses David Bonderman and James G. Coulter are directors, officers, and the sole stockholders of Tarrant Capital Advisors, Inc. ("Tarrant"). Tarrant is the sole shareholder of Tarrant Advisors, Inc., a Texas corporation, which is the general partner of TPG Ventures Professionals, L.P., a Delaware limited partnership, which is the general partner of TPG Ventures Partners, L.P., a Delaware limited partnership, which is the managing member of TPG Ventures Holdings, L.L.C., a Delaware limited liability company, which is the sole member of TPG STAR Advisors, L.L.C., a Delaware limited liability company, which is the general partner of TPG STAR SNI. TPG STAR SNI directly holds the 7,486,574 shares of the Class A Common Stock reported herein. Because of the Reporting Persons' relationship to TPG STAR SNI, the Reporting Persons may be deemed to beneficially own the shares directly owned by TPG STAR SNI to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG STAR SNI. 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 are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any shares in excess of such amounts. As disclosed in the Schedule 13-D filed with the Securities and Exchange Commission by the Reporting Persons (as defined below) on October 15, 2010, as of October 14, 2010, TPG STAR SNI, L.P., a Delaware limited partnership ("TPG STAR SNI"), Weider Health and Fitness ("Weider") and the other holders who become a party thereto, have entered into a Stockholders Agreement pursuant to which TPG STAR SNI and certain of its affiliates will be deemed to have acquired shared voting power with Weider over 7,486,574 shares of Class B Common Stock of the Issuer, resulting in beneficial ownership of an aggregate 7,486,574 shares of Class A Common Stock and 7,486,574 shares of Class B Common Stock of the Issuer. Remarks: (4) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (5) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2010 which were previously filed with the Securities and Exchange Commission. /s/ Ronald Cami, Vice President of Tarrant Capital Advisors, Inc. 2010-10-15 /s/ Ronald Cami, on behalf of David Bonderman(5) 2010-10-15 /s/ Ronald Cami, on behalf of James G. Coulter(5) 2010-10-15 -----END PRIVACY-ENHANCED MESSAGE-----