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