Rexall Sundown Inc – ‘SC 14D9’ on 5/5/00 re: Rexall Sundown Inc

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Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9     Tender-Offer Solicitation/Recommendation Statement    25    123K 
 2: EX-99.(A)(1)  Miscellaneous Exhibit                               55    265K 
 3: EX-99.(A)(3)  Miscellaneous Exhibit                                2±     8K 
 4: EX-99.(E)(3)  Miscellaneous Exhibit                                2     11K 

SC 14D9   —   Tender-Offer Solicitation/Recommendation Statement
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

------------------------

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT 
UNDER SECTION 14(D)(4) OF THE 
SECURITIES EXCHANGE ACT OF 1934 
--------------- 

REXALL SUNDOWN, INC.

(Name of Subject Company) 

REXALL SUNDOWN, INC.

(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE $0.01 PER SHARE 

(Title of Class of Securities)

------------------------

761648104 

(CUSIP Number of Class of Securities) 

------------------------

RICHARD WERBER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
REXALL SUNDOWN, INC.
6111 BROKEN SOUND PARKWAY, NW 
BOCA RATON, FLORIDA 33487 
(561) 241-9400

(Name, Address and Telephone Number of Person 
Authorized to Receive Notice and Communications 
on Behalf of the Person(s) Filing Statement)

------------------------

WITH A COPY TO: 

PAUL BERKOWITZ, ESQ.
GREENBERG TRAURIG, P.A. 
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0500

/ /  Check the box if the filing relates solely to preliminary communications   
made before the commencement of a tender offer.                       

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INTRODUCTION

This Solicitation/Recommendation Statement on Schedule 14D-9 (this      
"Schedule 14D-9") relates to an offer by Nutricia Investment Corp., a Florida   
corporation (the "Purchaser") and an indirect wholly owned subsidiary of        
Koninklijke Numico N.V., ("Numico"), to purchase all of the outstanding shares  
of Common Stock (as defined below) of Rexall Sundown, Inc., a Florida           
corporation (the "Company").                                                    

ITEM 1.  SUBJECT COMPANY INFORMATION.                                           

The name of the subject company is Rexall Sundown, Inc., its principal  
executive offices are located at 6111 Broken Sound Parkway, NW, Boca Raton,     
Florida 33487 and its phone number is (561) 241-9400. This Schedule 14D-9       
relates to the Company's common stock, par value $0.01 per share (the "Common   
Stock"). As of April 28, 2000, there were 64,063,856 shares of Common Stock     
outstanding.                                                                    

ITEM 2.  IDENTITY AND BACKGROUND OF FILING PERSON.                              

 (a)  NAME AND ADDRESS.  The name, business address and business telephone
number of the Company, which is the person filing this statement, are set forth 
in Item 1 above, which information is incorporated herein by reference.         

   (b)  TENDER OFFER.  This Schedule 14D-9 relates to the tender offer made by
the Purchaser, disclosed in a Tender Offer Statement on Schedule TO dated May 5,
2000 (as amended or supplemented from time to time, the "Schedule TO"), to      
purchase all the outstanding shares of Common Stock at a price (the "Offer      
Price") of $24.00 per share, net to the seller in cash, without interest, upon  
the terms and subject to the conditions set forth in the Offer to Purchase dated
May 5, 2000 (as amended or supplemented from time to time, the "Offer to        
Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal," 
which, together with the Offer to Purchase, as each may be amended or           
supplemented from time to time, collectively constitute the "Offer"), copies of 
which are filed as Exhibits (a)(1) and (a)(2) hereto, respectively, and         
incorporated herein by reference.                                               

    The Offer is being made pursuant to an Agreement and Plan of Merger dated as
of April 30, 2000, among the Company, Numico and the Purchaser (the "Merger     
Agreement"), which provides for (i) the making of the Offer by the Purchaser,   
subject to the conditions set forth in the Offer and to the conditions and upon 
the terms of the Merger Agreement and (ii) the subsequent merger of the         
Purchaser with and into the Company (the "Merger"). In the Merger, each share of
Common Stock outstanding at the Effective Time (as defined in the Merger        
Agreement) (other than shares of Common Stock held by the Company, Numico or the
Purchaser or shares held by dissenting shareholders under Florida law) will, by 
virtue of the Merger and without any action by the holder thereof, be converted 
into the right to receive, without interest, an amount in cash equal to $24.00  
per share or such greater amount paid pursuant to the Offer (the "Merger        
Consideration"). The Merger Agreement, a copy of which is filed as              
Exhibit (e)(1) hereto, is summarized in Sections 1 and 11 of the Offer to       
Purchase and incorporated herein by reference.                                  

In connection with the Merger Agreement, certain directors and senior   
executives of the Company as well as certain other shareholders of the Company  
have entered into a Shareholder Agreement dated April 30, 2000, with Numico and 
the Purchaser (the "Shareholder Agreement"), which, among other things, and     
subject to certain exceptions, requires each such person to tender his/her/its  
shares of Common Stock into the Offer, grants to the Purchaser an irrevocable   
option to purchase such shares, and grants to Numico a proxy to vote such shares
with respect to the Merger. A copy of the Shareholder Agreement, filed as       
Exhibit (e)(2) hereto, is summarized in Section 11 of the Offer to Purchase and 
incorporated herein by reference.                                               

  The principal executive offices of the Purchaser are located at, 222 North
LaSalle Street, Chicago, Illinois 60601, and the principal executive offices of 
Numico are located at Rokkeveenseweg 49, 2712 PJ Zoetermeer, P.O. Box 1,2700, MA
Zoetermeer, the Netherlands.                                                    

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ITEM 3.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.              

 Except as set forth in the response to this Item 3 or in Annex A attached
hereto or as incorporated by reference herein, to the knowledge of the Company, 
there are no material agreements, arrangements or understandings and no actual  
or potential conflicts of interest between the Company or its affiliates on the 
one hand and the Purchaser or its affiliates or the Company's executive         
officers, directors or affiliates on the other hand.                            

   A summary of the material provisions of the Merger Agreement is included in
Sections 1 and 11 of the Offer to Purchase, which is incorporated by reference  
herein. The summary of the Merger Agreement in the Offer to Purchase is         
qualified in its entirety by reference to the Merger Agreement.                 

    Certain contracts, arrangements or understandings between the Company or its
affiliates and certain of the Company's directors, executive officers and       
affiliates are described in the Information Statement of the Company attached to
this Schedule 14D-9 as Annex A (the "Information Statement"). The Information   
Statement is being furnished to the Company's shareholders pursuant to          
Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), and Rule 14f-1 issued under the Exchange Act in connection with          
Purchaser's right (after acquiring a majority of the Common Stock pursuant to   
the Offer) to designate persons to the Board of Directors of the Company (the   
"Purchaser Board") other than at a meeting of the shareholders of the Company.  
The Information Statement is incorporated by reference.                         

    In connection with the Merger Agreement, a number of officers of the Company
have entered into new employment and consulting agreements with the Company and 
Numico (collectively, the "New Employment Agreements and Consulting             
Agreements"). In addition, Numico and the Company have agreed to certain actions
with respect to employee benefits pursuant to a letter agreement (the "Benefits 
Letter"). In addition, as noted above, certain directors, senior executives and 
certain shareholders owning in the aggregate a majority of the Company's        
outstanding Common Stock, have entered into the Shareholder Agreement. Under the
Shareholder Agreement, these persons have agreed to tender their shares of      
Common Stock into the Offer, have granted the Purchaser an option (the "Option")
to purchase their shares of Common Stock at a price of $24.00 per share         
(provided that, in the event the consideration per share of Common Stock payable
in the Offer, the Merger or any alternative transaction between the Company and 
Numico is increased above $24.00 (a "Higher Purchase Price"), then with respect 
to shares of Common Stock purchased pursuant to the Option from Christian Nast, 
Nickolas Palin, Geary Cotton, Patricia Cotton, Richard Goudis, Richard Werber,  
Gerald Holly, Stephen Frabitore and David Schofield (the "Exempt Sellers"), the 
option price will be increased to the Higher Purchase Price and provided,       
further, that if after the Option is exercised, the Company enters into a       
transaction constituting an Acquisition Proposal (as defined in the Merger      
Agreement) and Numico or the Purchaser disposes of the shares so purchased      
within one year after termination of the Merger Agreement at a price per share  
higher than $24.00, Numico must pay the Exempt Sellers the difference between   
such higher price and $24.00), have agreed to vote in favor of the Merger and   
have granted the Purchaser a proxy in respect of such shares. For a description 
of these and certain other contracts, agreements, arrangements or understandings
and any actual or potential conflicts of interests between the Company or its   
affiliates and (1) the Company's executive officers, directors or affiliates, or
(2) Purchaser or its respective executive officers, directors or affiliates, see
Sections 1 and 11 of the Offer to Purchase, which is incorporated by reference  
herein.                                                                         

    In addition, the Board of Directors of the Company (the "Board") amended the
director and officer indemnification provisions of the Company's Bylaws as set  
forth in Schedule 5.7 of the Merger Agreement which is incorporated herein by   
reference. Such amendment provides that the Company (and any successor to the   
Company by merger or otherwise) will indemnify each officer and director of the 
Company (including the heirs, personal representatives, executors,              
administrators and estate of such person) against all liability (including      
judgments, settlements, penalties and fines) and costs, charges,                

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and expenses (including attorneys' fees) asserted against such officer or       
director by reason of the fact that such person is or was a director or an      
officer of the Company (each an "Indemnified Person").                          

The amendment also provides that costs, charges and expenses (including 
attorneys' fees) incurred by an Indemnified Person in defending an indemnifiable
claim may, and in connection with a transaction involving a Change in Control   
(as defined below) of the Company or a potential Change in Control of the       
Company shall, be paid by the Company in advance of the final disposition of    
such claim, upon receipt of an undertaking reasonably satisfactory to the Board 
by the Indemnified Person to repay all amounts so advanced if it is ultimately  
determined that such person is not entitled to be indemnified by the Company as 
authorized in the bylaws. "Change in Control" means a merger, sale of all or    
substantially all of the assets, or acquisition of more than 40% of the voting  
stock of the Company, by a tender offer, stock purchase or otherwise, including 
the Offer and the Merger.                                                       

Numico and the Purchaser have agreed in the Merger Agreement to keep the
indemnification provisions of the bylaws of the Company in effect for no less   
than six years and to not amend such provisions in a manner adverse to any      
person who was an officer or director of the Company on the date of the Merger  
Agreement.                                                                      

ITEM 4.  THE SOLICITATION OR RECOMMENDATION.                                    

(a)  SOLICITATION RECOMMENDATION.                                       

   At a meeting held on April 28, 2000, the Board unanimously (i) approved the
Merger Agreement, the Shareholder Agreement, the New Employment Agreements and  
Consulting Agreements, the Offer and the Merger, (ii) determined that the Offer 
and the Merger are fair to, and in the best interests of, holders of shares of  
Common Stock and (iii) voted to recommend that holders of shares of Common Stock
tender their shares of Common Stock pursuant to the Offer. Accordingly, the     
Board unanimously recommends that the shareholders of the Company tender their  
shares of Common Stock pursuant to the Offer. Copies of a letter to the         
shareholders of the Company communicating the Board's recommendation and the    
Company's press release announcing the Merger Agreement and the transactions    
contemplated thereby are filed as Exhibits (a)(3) and (a)(4) hereto,            
respectively, and are incorporated herein by reference.                         

(b)(i)  BACKGROUND OF THE OFFER.                                        

 From time to time, the Company has been the subject of informal inquiries
regarding a possible acquisition or other business combination transaction.     
Although most of such inquiries did not proceed beyond very preliminary stages, 
in June 1999, the Company was approached by a pharmaceutical company (the       
"Pharmaceutical Company") regarding a possible strategic alliance or business   
combination transaction. On July 8, 1999, representatives of the Pharmaceutical 
Company attended meetings at the Company's headquarters at which preliminary    
discussions were conducted. Based upon these meetings, the Pharmaceutical       
Company indicated its desire to explore the acquisition of the entire Company   
and the Company indicated that it would consider such a transaction. As a       
result, on that date, the Pharmaceutical Company and the Company executed a     
confidentiality agreement. The Company also engaged Morgan Stanley & Co.        
Incorporated ("Morgan Stanley") to act as its financial advisor in connection   
with any sale of the Company. This engagement was later formalized by a letter  
executed on August 12, 1999 (the "Morgan Stanley Engagement Letter").           

 Over the following days, information exchanges took place and on July 28,
1999 representatives of the Pharmaceutical Company and members of the Company's 
senior management held a meeting in Florida to discuss a potential acquisition  
transaction and at which meeting additional information regarding the Company   
was provided. In early August 1999, Mr. Damon DeSantis, the Company's President 
and Chief Executive Officer, and Mr. Christian Nast, the Company's Vice         
Chairman, met with representatives of the Pharmaceutical Company who provided an
indication of value for the                                                     

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Company in a range of $15.00 to $18.00 per share and, although the Company      
indicated such price range would be inadequate, discussions regarding a         
transaction continued; however, later in August, the Pharmaceutical Company     
telephonically informed the Company that, based upon its additional review, it  
had reservations regarding the strategic rationale for an acquisition of the    
Company by the Pharmaceutical Company. As a result, the discussions with the    
Pharmaceutical Company were mutually terminated.                                

Subsequent to the termination of discussions with the Pharmaceutical    
Company, the Company received a number of unrelated inquiries regarding         
strategic relationships or other business combination transactions. With the    
exception of Numico's, none of these inquiries progressed to a serious          
exploration of any such transaction.                                            

   At a meeting held on the morning of April 26, 2000, in Boca Raton, Florida,
the Board met to consider the terms of the proposed acquisition of the Company  
by Numico. At such meeting, the Board reviewed and discussed the latest terms of
the proposed acquisition and the applicable agreements and heard presentations  
from and asked questions of its management and its financial and legal advisors.

    The Board met again on April 28, 2000, at which time the Company's financial
and legal advisors described the final terms of the proposed acquisition and the
applicable agreements and Morgan Stanley delivered its opinion, dated April 28, 
2000, that, as of such date, and based on and subject to the matters set forth  
in its opinion, the consideration to be received pursuant to the Merger         
Agreement by the Company's shareholders was fair, from a financial point of     
view, to such shareholders. At such meeting, the Board unanimously approved the 
Merger Agreement, the Offer and the Merger, determined that the Offer and the   
Merger are fair to, and in the best interests of, the shareholders of the       
Company and voted to recommend to holders of Shares that they tender their      
Shares pursuant to the Offer and adopt the Merger Agreement. The Board also     
approved the Shareholder Agreement and the New Employment Agreements and        
Consulting Agreements.                                                          

For additional information regarding the background of the Offer, See   
Section 10 of the Offer to Purchase which is incorporated herein by reference.  

(ii)  REASONS.                                                          

  In making the determinations and recommendations set forth in subparagraph
(a) above, the Board considered a number of factors, including, without         
limitation, the following:                                                      

        (1) the amount and form of consideration to be received by the Company's
shareholders in the Offer and the Merger;                               

    (2) the historical market prices, price to earnings ratios, earnings
before interest, taxes, depreciation and amortization (EBITDA) and other
 multiples, recent trading activity and trading range of the Common Stock,
including the fact that the Offer Price represents a premium of         
    approximately 49% over $16.10, the average closing price of the Common Stock
  for the 30 trading days ended April 21, 2000, which was considered to be a
  trading period largely unaffected by rumors with respect to a transaction;

    (3) the fact that the Offer and the Merger provide for a prompt cash
    tender offer for all the shares of Common Stock to be followed by the Merger
   for the same consideration, thereby enabling the Company's shareholders, at
the earliest possible time, to obtain the benefits of the transaction in
exchange for their shares of Common Stock;                              

       (4) the Company's prospects if it were to remain independent, including
    the risks and benefits inherent in remaining independent, including the risk
arising from the dietary supplement industry becoming increasingly      
competitive and increasingly dependent on proprietary products, the     
   possibility of additional regulation of the dietary supplement industry and
the possibility of                                                      

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increased regulation of the Company's multi-level marketing operations  
resulting in increased costs of compliance and decreased margins;       

        (5) the possible alternatives to the Offer and the Merger (including the
  possibility of continuing to operate the Company as an independent entity)
and other potential business combination transactions, as well as past  
 discussions with other potential acquirers of the Company, the likelihood
 that other potential acquirers would offer greater value for the Company,
the range of possible benefits to the Company's shareholders of such    
   alternatives and the timing and likelihood of accomplishing the goal of any
of such alternatives;                                                   

  (6) information with regard to the financial condition, results of
   operations, business and prospects of the Company, the regulatory approvals
   required to consummate the Offer and the Merger as well as current economic
    and market conditions (including current conditions in the industry in which
the Company competes);                                                  

    (7) the financial analysis and presentation of Morgan Stanley to the
Board on April 26, 2000, and the oral opinion of Morgan Stanley (which  
 opinion was subsequently confirmed by delivery of a written opinion dated
April 28, 2000, the date the Board adopted the Merger Agreement) to the 
   effect that, as of such date, and based upon and subject to certain matters
stated in such opinion, the $24.00 per share cash consideration to be   
received by holders of shares of Common Stock pursuant to the Merger    
Agreement was fair, from a financial point of view, to such holders. The
  full text of Morgan Stanley's written opinion, dated April 28, 2000, which
  sets forth the assumptions made, matters considered and limitations on the
 review undertaken by Morgan Stanley, is attached hereto as Exhibit (e)(3)
and is incorporated herein by reference. Morgan Stanley's opinion is    
  directed only to the fairness, from a financial point of view, of the cash
   consideration to be received pursuant to the Merger Agreement by holders of
shares of Common Stock and is not intended to constitute, and does not  
constitute, a recommendation as to whether any shareholder should tender
 shares of Common Stock pursuant to the Offer. Holders of shares of Common
Stock are urged to read such opinion carefully in its entirety;         

(8) the high likelihood that the proposed acquisition would be  
   consummated, in light of the fact that the Offer and Merger are not subject
to any financing contingencies;                                         

(9) the terms of the Merger Agreement, including the parties'   
representations, warranties and covenants and the conditions to their   
respective obligations;                                                 

     (10) the fact that, pursuant to the Merger Agreement, the Board has the
right, prior to the purchase of shares of Common Stock pursuant to the  
Offer, to terminate the Merger Agreement in order to accept a Superior  
Proposal (as defined in the Merger Agreement), if (i) the Company gives 
Numico written notice of the Company's intention to accept such Superior
Proposal, (ii) Numico, within 72 hours after the receipt of such notice,
does not make an offer which the Board reasonably and in good faith     
 determines (after consultation with its independent financial advisor and
  outside legal counsel) is at least as favorable to the shareholders of the
   Company (other than shareholders party to the Shareholder Agreement) as the
Superior Proposal and (iii) the Company, prior to termination, pays to  
Numico a $65 million termination fee plus up to $14 million of Numico's 
expenses incurred in connection with the Offer and the Merger;          

     (11) the belief of the Board based upon the Company's negotiations with
Numico and its investigation of Numico and other companies acquired by  
   Numico, that the Company would continue to operate largely intact after the
transaction is completed, that the Offer and the Merger would likely not
   have an adverse effect on the Company's employees, suppliers, customers and
   communities, as well as other factors permitted to be considered by Section
607.0830 of the Florida Business Corporation Act (the "FBCA"); and      

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       (12) the fact that holders of a majority of the outstanding shares of the
Common Stock, including members of the Board and senior management,     
 considered the Offer Price to be an appropriate price for such shares and
were willing to enter into the Shareholder Agreement which would require
them to tender their shares and vote in favor of the Merger.            

   The Board did not assign relative weights to the above factors or determine
that any factor was of particular importance. Rather, the Board viewed its      
position and recommendations as being based on the totality of the information  
presented to and considered by it. In addition, it is possible that different   
members of the Board assigned different weights to the various factors described
above.                                                                          

(c)  INTENT TO TENDER.                                                  

Pursuant to the Shareholder Agreement, all of the Company's executive   
officers and certain of its directors have agreed to tender their shares of     
Common Stock and, to the Company's knowledge, after reasonable inquiry, the     
Company's other directors and affiliates currently intend to tender all Common  
Stock held of record or beneficially (other than Common Stock held directly or  
indirectly by other public companies, as to which the Company has no knowledge) 
by them pursuant to the Offer or to vote in favor of the Merger. The foregoing  
does not include any Common Stock over which, or with respect to which, any such
executive officer, director or affiliate acts in a fiduciary or representative  
capacity or is subject to the instructions of a third party with respect to such
tender.                                                                         

ITEM 5.  PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.                

Pursuant to the Morgan Stanley Engagement Letter, the Company formally  
retained Morgan Stanley to act as its financial advisor in connection with a    
proposed sale of the Company. The Board retained Morgan Stanley based upon      
Morgan Stanley's qualifications, experience and expertise. Morgan Stanley is an 
internationally recognized investment banking and advisory firm. In the ordinary
course of Morgan Stanley's trading, brokerage and financing activities, Morgan  
Stanley or its affiliates may at any time hold long or short positions, and may 
trade or otherwise effect transactions, for its own account or the accounts of  
customers, in debt or equity securities or senior loans of the Company or       
Numico. In the past, Morgan Stanley and its affiliates have provided financial  
advisory services for the Company, including acting as the Company's financial  
advisor in connection with the Company's acquisition of MET-Rx Nutrition, Inc.  
in January 2000.                                                                

   Pursuant to the Morgan Stanley Engagement Letter, the Company has agreed to
pay Morgan Stanley a transaction fee, based on the aggregate value of the       
transaction, of approximately $10,750,000. No additional fee is payable in      
respect of Morgan Stanley's fairness opinion.                                   

In addition, the Company has agreed to indemnify Morgan Stanley, its    
affiliates and their respective officers, directors, employees, and agents and  
each other person, if any, controlling Morgan Stanley or its affiliates against 
certain liabilities and expenses arising out of Morgan Stanley's engagement.    

    Neither the Company nor any person acting on its behalf currently intends to
employ, retain or compensate any person to make solicitations or recommendations
to shareholders on its behalf concerning the Offer.                             

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ITEM 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                         

During the past 60 days, neither the Company nor any subsidiary of the  
Company nor, to the best of the Company's knowledge, any executive officer,     
director, or affiliate of the Company has effected a transaction in shares of   
Common Stock except as follows: (1) on March 1, 2000, the Company purchased in  
an open market transaction 2,843 shares at $15.1875 per share and on April 1,   
2000 purchased 2,835 shares at $15.125 per share, on behalf of participants in  
the Company's Employee Stock Purchase Plan; (2) on March 20, 2000, the Company's
direct sales subsidiary, Rexall Showcase International, Inc., purchased in an   
open market transaction 4,489 shares at $16.8125 per share and on April 20, 2000
purchased 2,757 shares at $17.1875 per share, on behalf of participants in the  
Company's 1996 Rexall Showcase International Distributor Stock Purchase Plan;   
(3) on April 26, 2000, Geary Cotton, the Company's Vice President and Chief     
Financial Officer, exercised 30,000 stock options at $3.167 per share which were
due to expire; (4) on April 26, 2000, Nickolas Palin, the Company's Senior      
Executive Vice President, exercised 6,000 stock options at $3.167 per share     
which were due to expire; (5) on April 26, 2000, Richard Werber, the Company's  
Vice President and General Counsel, exercised 15,000 stock options at $3.167 per
share which were due to expire; and (6) between February 29 and April 25, 2000, 
the Company's President and Chief Executive Officer, Damon DeSantis, gave an    
aggregate of 15,023 shares as bona fide gifts to charitable organizations and   
other parties.                                                                  

ITEM 7.  PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.                    

Other than as set forth in this Schedule 14D-9, no negotiation is being 
undertaken or is underway by the Company in response to the Offer that relates  
to (1) a tender offer for, or other acquisition of, the Company's securities by 
the Company, any subsidiary of the Company or any other person; (2) an          
extraordinary transaction, such as a merger, reorganization or liquidation,     
involving the Company or any subsidiary of the Company; (3) a purchase, sale or 
transfer of a material amount of assets by the Company or any subsidiary of the 
Company; or (4) any material change in the present dividend rate or policy, or  
indebtedness or capitalization of the Company.                                  

   Except as described above or in Item 3 of this Schedule 14D-9, there are no
transactions, Board resolutions, agreements in principle or signed contracts in 
response to the Offer which relate to or would result in one or more of the     
matters referred to in this Item 7.                                             

ITEM 8.  ADDITIONAL INFORMATION.                                                

(a)  FLORIDA BUSINESS CORPORATION ACT.                                  

Under the FBCA, if the Purchaser acquires, pursuant to the Offer or     
otherwise, at least 80% of the outstanding shares of Common Stock, the Purchaser
will be able to effect the Merger after consummation of the Offer without a vote
of the Company's shareholders. However, if the Purchaser does not acquire at    
least 80% of the outstanding shares of Common Stock, a vote of the Company's    
shareholders is required under the FBCA and a longer period of time will be     
required to effect the Merger. In the event that the Purchaser effects the      
Merger without a vote of the shareholders, a shareholder who shall not have     
tendered (or tendered but withdrew) such shareholder's shares of Common Stock in
the Offer will have the right to exercise dissenters' rights under              
Section 607.1320 of the FBCA, including the right, provided that such dissenting
shareholder shall have properly perfected such shareholder's dissenters' rights 
in accordance with Section 607.1320 of the FBCA, to have the fair value of such 
shareholder's shares determined by a Florida court.                             

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    For information regarding the inapplicability to the Offer and the Merger of
certain anti-takeover provisions of the FBCA, see Section 15 of the Offer to    
Purchase which is incorporated herein by reference.                             

(b)  REGULATORY APPROVALS.                                              

   For information regarding governmental and regulatory approvals required in
order to consummate the Offer and the Merger, including pre-merger notifications
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, see 
Section 15 of the Offer to Purchase which is incorporated herein by reference.  

(c)  INFORMATION PROVIDED PURSUANT TO RULE 14F-1 UNDER THE EXCHANGE ACT.

The Information Statement attached as Annex A to this Schedule 14D-9 is 
being furnished to the Company's shareholders in connection with the designation
by the Purchaser of persons to the Board other than at a meeting of the         
Company's shareholders, and such information is incorporated by reference       
herein.                                                                         

(d)  LEGAL PROCEEDINGS.                                                 

   On May 1, 2000, a shareholder of the Company filed an action in the Circuit
Court of the 15th Judicial Circuit, in and for Palm Beach County, Florida,      
against the Company and its directors seeking, among other remedies, to enjoin  
the Merger. The complaint alleges that the individual defendants failed to      
exercise ordinary care and diligence in the exercise of their fiduciary         
obligations toward the plaintiff and the other Company shareholders. The        
substantive allegations contained in the complaint include (i) that, while the  
plaintiff and other public shareholders are cashed out in the Merger, Damon     
DeSantis and numerous other Company executives have signed new employment       
contracts with Numico and will remain with the combined entity, and (ii) the    
consideration being offered to plaintiff and the other public shareholders is   
inadequate because it did not result from an appropriate consideration of the   
value of the Company, as the directors were presented with and asked to evaluate
the proposed merger without any attempt to ascertain the true value of the      
Company through open bidding or a market check mechanism. The plaintiff has     
requested that the lawsuit be maintained as a class action on behalf of himself 
and all holders of Common Stock other than the named defendants and any of their
affiliates, that the directors of the Company be directed to maximize           
shareholder value and resolve all conflicts of interest in the best interests of
the shareholders, and that the defendants be enjoined from consummating the     
transactions until defendants adopt and implement a procedure or process to     
obtain the highest price possible for the Common Stock. The Company believes the
complaint to be without basis in fact or law and intends to oppose the          
litigation vigorously; however, no assurances can be given as to the outcome or 
effect of the foregoing or any other possible future litigation on the Offer,   
the Merger or the Company.                                                      

(e)  FORWARD LOOKING STATEMENTS.                                        

This Schedule 14D-9 may contain or incorporate by reference certain     
"forward-looking statements" which represent the Company's expectations or      
beliefs, including, but not limited to, statements concerning industry          
performance, the Company's operations, economic performance, financial          
condition, growth and acquisition strategies, margins and growth in sales of the
Company's products. For this purpose, any statements contained herein that are  
not statements of historical fact may be deemed to be forward-looking           
statements. Without limiting the generality of the foregoing, words such as     
"may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate" 
or "continue" or the negative or other variations thereof or comparable         
terminology are intended to identify forward-looking statements. These          
statements by their nature involve substantial risks and uncertainties, certain 
of which are beyond the Company's control, and actual results may differ        
materially depending on a variety of important factors, including uncertainty   
related to acquisitions, government regulation, managing and maintaining growth,
the effect of adverse publicity, litigation, reliance on independent            
distributors of                                                                 

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the Company's network marketing subsidiary, Rexall Showcase International, Inc.,
the centralized location of the Company's manufacturing operations, availability
of raw materials, risks associated with international operations, competition,  
product liability claims, volatility of stock price and those factors described 
in this and other Company filings with the SEC.                                 

(f)  OTHER MATERIAL INFORMATION.                                        

    The information contained in all of the Exhibits referred to in Item 9 below
is incorporated by reference herein.                                            

ITEM 9.  EXHIBITS.                                                              

                                                                [Download Table]
                                                                         
 *   (a)(1)  Offer to Purchase dated May 5, 2000.                        

*+   (a)(2)  Letter of Transmittal.                                      

 *   (a)(3)  Letter to Shareholders of the Company dated May 5, 2000.    

 +   (a)(4)  Press Release of the Company dated May 1, 2000.             

 +   (a)(5)  Form of Summary Advertisement dated May 5, 2000.            

 +   (e)(1)  Agreement and Plan of Merger dated as of April 30, 2000.    

 +   (e)(2)  Shareholder Agreement dated April 30, 2000.                 

 *   (e)(3)  Opinion of Morgan Stanley & Co. Incorporated.               

 +   (e)(4)  Employment Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Damon DeSantis.                     

 +   (e)(5)  Employment Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Geary Cotton.                       

 +   (e)(6)  Employment Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Richard Goudis.                     

 +   (e)(7)  Employment Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Gerald Holly.                       

 +   (e)(8)  Employment Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Richard Werber.                     

 +   (e)(9)  Consulting Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Carl DeSantis.                      

 +  (e)(10)  Consulting Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Nickolas Palin.                     

 +  (e)(11)  Consulting Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Christian Nast.                     

 +  (e)(12)  Benefits Letter, dated April 30, 2000, by and between Numico
             and the Company.                                            

 +  (e)(13)  Confidentiality Agreement, dated March 22, 2000, by and     
             between Numico and the Company.                             

------------------------                                                        

*   Included in materials delivered to shareholders of the Company.             

+  Filed as an exhibit to the Purchaser's Tender Offer Statement on Schedule TO 
dated May 5, 2000, and incorporated herein by reference.                

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SIGNATURE 

    After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.      

                                                                [Download Table]
                                                           
             REXALL SUNDOWN, INC.                          

             By:  /s/ DAMON DESANTIS                       
                  -----------------------------------------
                  Name: Damon DeSantis                     
                  Title: President and Chief Executive     
                  Officer                                  
May 5, 2000                                                

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                                                                         ANNEX A

REXALL SUNDOWN, INC.
6111 BROKEN SOUND PARKWAY, NW 
BOCA RATON, FLORIDA 33487 

INFORMATION STATEMENT PURSUANT TO SECTION 14(F) 
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, 
AND RULE 14F-1 THEREUNDER 

NO VOTE OR OTHER ACTION OF THE COMPANY'S SHAREHOLDERS IS REQUIRED 
IN CONNECTION WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING 
SOLICITED AND YOU ARE REQUESTED NOT TO SEND A PROXY TO THE COMPANY. 

This Information Statement is being mailed on or about May 5, 2000, as a
part of the Solicitation/ Recommendation Statement on Schedule 14D-9 (the       
"Schedule 14D-9") of Rexall Sundown, Inc. (the "Company") to the holders of     
record of shares of Common Stock, par value $0.01 per share, of the Company (the
"Common Stock"). You are receiving this Information Statement in connection with
the possible election of persons designated by the Purchaser (as defined below) 
to a majority of the seats on the Board of Directors of the Company (the        
"Board"). Capitalized terms used herein and not otherwise defined herein shall  
have the meanings assigned in the Schedule 14D-9.                               

The Company, Koninklijke Numico N.V. ("Numico") and Nutricia            
Investment Corp. (the "Purchaser") entered into an Agreement and Plan of Merger 
dated as of April 30, 2000 (the "Merger Agreement"), in accordance with the     
terms and subject to the conditions of which the Purchaser commenced the Offer. 
The Offer is scheduled to expire at 12:00 Midnight, New York City time, on      
Friday, June 2, 2000, unless the Offer is extended.                             

   The Merger Agreement requires the Company to cause the directors designated
by the Purchaser to be elected to the Board under the circumstances described   
therein following consummation of the Offer.                                    

 This Information Statement is required by Section 14(f) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1           
thereunder. You are urged to read this Information Statement carefully. You are 
not, however, required to take any action at this time.                         

The information contained in the Information Statement (including       
information incorporated by reference) concerning the Purchaser and the         
Purchaser Designees (as defined herein) has been furnished to the Company by the
Purchaser, and the Company assumes no responsibility for the accuracy or        
completeness of such information.                                               

GENERAL INFORMATION REGARDING THE COMPANY 

 The shares of Common Stock are the only class of voting securities of the
Company outstanding. As of April 28, 2000, there were 64,063,856 shares of      
Common Stock outstanding. The Board currently consists of seven members. Each   
share of Common Stock is entitled to one vote. The officers of the Company serve
at the discretion of the Board.                                                 

INFORMATION WITH RESPECT TO PURCHASER DESIGNEES 

  Pursuant to the Merger Agreement, immediately following the acceptance for
payment of, and payment for, any shares of Common Stock by the Purchaser        
pursuant to and subject to the conditions (including the Minimum Condition (as  
defined in the Merger Agreement), which condition may not be waived by the      
Purchaser) of the Offer, the Company shall take all necessary actions to cause  
such number of such persons rounded up to the nearest whole number designated by
Numico and the Purchaser to become members of the Board (the "Purchaser         
Designees") as is at least equal to the                                         

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product of (x) the number of directors on the Board (including the Purchaser    
Designees appointed pursuant to this sentence) and (y) the percentage of        
outstanding shares of Common Stock of the Company owned in the aggregate by the 
Purchaser and Numico, subject to compliance with Section 14(f) of the Exchange  
Act; provided, however, that prior to the Effective Time the Board shall always 
have at least two directors (the "Independent Directors") who are neither       
officers of the Purchaser nor designees, shareholders or affiliates of the      
Purchaser or the Purchaser affiliates; and, provided further that, in such      
event, if the number of Independent Directors shall be reduced below two for any
reason whatsoever, the remaining Independent Director shall be entitled to      
designate a person to fill such vacancy who shall be deemed to be an Independent
Director for purposes of the Merger Agreement or, if no Independent Directors   
then remain, the other directors of the Company shall designate two persons to  
fill such vacancies who shall not be officers or affiliates of the Purchaser or 
any of its affiliates, and such persons shall be deemed to be Independent       
Directors for purposes of the Merger Agreement.                                 

The Purchaser has informed the Company that it will choose the Purchaser
Designees from the persons listed below. The Purchaser has informed the Company 
that each of the Purchaser Designees has consented to act as a director, if so  
designated. Biographical information concerning each of the Purchaser Designees 
is presented below.                                                             

    The name, business address, age, position with the Purchaser or an affiliate
and five year employment history of each of the Purchaser Designees is set forth
below (unless otherwise indicated, each occupation set forth for each individual
refers to employment with the Purchaser):                                       

JOHANNES C.T. VAN DER WIELEN, 56, has served as the President and Chief 
Executive Officer of Numico and Nutricia International N.V. ("Nutricia          
International") since January 1992 and as a member of the Executive Board of    
Numico and Nutricia International since January 1989. Mr. van der Wielen is also
a member of the Supervisory Board of each of Maxeres Holding N.V., Gouda        
Vuurvast Holding N.V. and Benckiser N.V. In addition, he is a member of "Raad   
van Bestuur" Telindus B.V., a member of the Advisory Board of ABN AMRO, Chairman
of "Stichting Continuiteit Wolters Kluwer" and a director of Numico Nationaal   
B.V.                                                                            

   PHILIPPE J.M. MISTELI, 45, has served as the Chief Financial Officer and as
a member of the Executive Board of Numico since May 2000. From July 1997 to     
May 2000, Mr. Misteli was the Chief Financial Officer and a member of the       
Executive Board of Euro Disney. Prior to that, Mr. Misteli held various         
positions with Unilever, including Chief Financial Officer North American       
Division and Head of Commercial Services.                                       

    TON J. BRITTIJN, 46, has served as Manager of Corporate Business Control for
Numico since January 1997. Mr. Brittijn has been with Numico in various         
financial related positions since January 1994.                                 

PHILIP VAN RANDWIJK, 47, has served as the Treasurer of Numico since    
May 1994.                                                                       

  HENK DEKKER, 54, has served as the Secretary of Numico since October 1994.
Prior to 1994, Mr. Dekker served as the corporate secretary for Unigro N.V.     

JULITTE VAN DER VEN, 58, has served as General Counsel for Numico since 
July 1989. Mrs. van der Ven also serves as the sole director and executive      
officer of each of Nutricia Investment Corp., Nutricia Florida, Inc., Nutricia  
Delaware, Inc. and Numico, Inc.                                                 

ALBERT EENINK, 56, has served as the Director of Corporate Research for 
Numico since December 1996. Prior to 1996, Mr. Eenink served as the Director of 
Research for the Agricultural Institute in Wageningen, the Netherlands.         

JOS VAN DE SCHRAAF, 46, has served as the Director Corporate Control and
Accounting for Numico since August 1995. From 1990 to 1995, Mr. van de Schraaf  
was a partner with Moret Ernest & Young.                                        

  The business address for each of the above designees is Rokkeveenseweg 49,
2712 PJ Zoetermeer, P.O. Box 1, 2700 MA Zoetermeer, the Netherlands.            

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DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY 

Biographical information concerning the Company's current directors and 
executive officers as of May 1, 2000, is as follows:                            

                                                        [Enlarge/Download Table]

NAME                                    AGE                           POSITION(S)                       
----                                  --------  --------------------------------------------------------
                                                                                                        
Carl DeSantis........................    60     Chairman of the Board                                   

Christian Nast.......................    68     Vice Chairman                                           

Damon DeSantis.......................    36     President, Chief Executive Officer and Director; Chief  
                                                Executive Officer of Rexall Showcase International, Inc.

Nickolas Palin.......................    52     Senior Executive Vice President and Director            

Geary Cotton.........................    48     Vice President, Chief Financial Officer and Treasurer   

Richard Werber.......................    47     Vice President, General Counsel and Secretary           

Richard Goudis.......................    39     Vice President and Chief Operating Officer              

Gerald Holly.........................    58     Senior Executive Vice President                         

Dean DeSantis........................    38     Director                                                

Stanley Leedy........................    65     Director                                                

Melvin Stith.........................    53     Director                                                

    CARL DESANTIS, age 60, founded the Company in 1976 and has been the Chairman
of the Board of the Company since its inception. He served as Chief Executive   
Officer of the Company from its inception to February 1997 and President of the 
Company from 1976 to April 1995. Mr. DeSantis has had over 18 years of          
experience with retail drug store companies, including Super-X Drug Stores and  
Walgreen Drug Stores. He is the father of Damon DeSantis, the President, Chief  
Executive Officer and a Director of the Company, and Dean DeSantis, a Director  
of the Company.                                                                 

CHRISTIAN NAST, age 68, has been Vice Chairman of the Company since     
February 1999 and a Director of the Company since October 1993. Mr. Nast served 
as Chief Executive Officer of the Company from February 1997 to February 1999,  
President of the Company from April 1995 to February 1998 and Chief Operating   
Officer of the Company from April 1995 to February 1997. From December 1989 to  
April 1995, Mr. Nast was employed by Colgate Palmolive Company as its Executive 
Vice President--North America. Mr. Nast has over 40 years of experience in the  
consumer products industry with companies such as Bristol-Myers Squibb Company, 
Chesebrough-Ponds, Inc. and the Procter & Gamble Company. Mr. Nast is also a    
Director of Q.E.P. Co., Inc.                                                    

DAMON DESANTIS, age 36, has been Chief Executive Officer of the Company 
since February 1999, President of the Company and Chief Executive Officer of    
Rexall Showcase International, Inc., the Company's network marketing subsidiary,
since February 1998 and a Director of the Company since July 1988. He served as 
President of Rexall Showcase from January 1993 to February 1998 and as Executive
Vice President of the Company from July 1988 to February 1998. He was a Vice    
President of the Company from when he joined the Company in September 1983 until
July 1988. He is the son of Carl DeSantis, the Chairman of the Board of the     
Company, and the brother of Dean DeSantis, a Director of the Company.           

NICKOLAS PALIN, age 52, has been Senior Executive Vice President of the 
Company since July 1998 and a Director of the Company since December 1995.      
Mr. Palin served as President of the Company's Sundown Vitamins division from   
September 1997 to January 1999, Senior Vice President--Sales and Marketing of   
the Company from August 1989 to September 1997 and joined the Company in 1984.  

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    GEARY COTTON, age 48, has been Vice President and Chief Financial Officer of
the Company since August 1989, Treasurer of the Company since March 1993 and    
joined the Company in 1986. Mr. Cotton is a Certified Public Accountant.        

  RICHARD WERBER, age 47, has been Vice President and General Counsel of the
Company since joining the Company in August 1991 and Secretary of the Company   
since March 1993. Prior to that, Mr. Werber was a partner in the law firm of    
Holland & Knight.                                                               

   RICHARD GOUDIS, age 39, has been Vice President and Chief Operating Officer
of the Company since March 2000. Mr. Goudis served as Vice President--Finance of
the Company from the time he joined the Company in April 1998 through           
February 2000. From April 1995 to April 1998, Mr. Goudis was employed by the    
Sunbeam Corporation in various executive financial positions including, most    
recently, as Vice President of Investor Relations and Corporate Planning.       

GERALD HOLLY, age 58, has been Senior Executive Vice President of the   
Company since March 2000. Mr. Holly served as Executive Vice                    
President--Operations from the time he joined the Company in November 1997      
through March 2000. For the prior 25 years, Mr. Holly served in various         
capacities for Pharmavite Corp., a subsidiary of Otsuka Pharmaceutical          
Company, Ltd. of Japan, including Executive Vice President--Operations since    
1992.                                                                           

   DEAN DESANTIS, age 38, has been a Director of the Company since March 1990.
He served as Chief Operating Officer of the Company from February 1997 to       
March 1998, Senior Vice President--Operations of the Company from June 1989 to  
March 1998 and joined the Company in 1985. He is the son of Carl DeSantis, the  
Chairman of the Board of the Company and the brother of Damon DeSantis, the     
President, Chief Executive Officer and a Director of the Company.               

   STANLEY LEEDY, age 65, has been a Director of the Company since March 1993.
Since January 1985, Mr. Leedy has been the President and Chief Executive Officer
of Van San Corporation, a consulting firm for the pharmaceutical and vitamin    
industry. Mr. Leedy has over 30 years experience in the pharmaceutical and      
vitamin industry and has previously served as President and Chief Executive     
Officer of the Rexall Drug & Chemical Company, a division of Dart               
Industries, Inc.                                                                

  MELVIN STITH, age 53, has been a Director of the Company since April 1997.
Since July 1991, Mr. Stith has been Dean of the Florida State University College
of Business. From December 1989 to July 1991, Mr. Stith was Chairman of the     
Marketing Department of the Florida State University College of Business where  
he was also a Professor. Mr. Stith is also a Director of Correctional Services  
Corp., Keebler Foods Company, Palmetto Hospital Trust, Inc., Synovous Financial 
Corp. and Tallahassee State Bank.                                               

BOARD MEETINGS AND COMMITTEES                                                   

   During the Company's fiscal year ended August 31, 1999, the Company's Board
of Directors held six meetings and took certain actions by unanimous written    
consent. During the 1999 fiscal year, no Director attended fewer than           
75 percent of the aggregate of (i) the number of meetings of the Board of       
Directors held during the period he served on the Board, and (ii) the number of 
meetings of committees of the Board of Directors held during the period he      
served on such committees.                                                      

The committees of the Board of Directors are the Audit Committee and the
Compensation/Stock Option Committee. The Board does not have a nominating or    
similar committee.                                                              

AUDIT COMMITTEE                                                                 

The members of the Audit Committee are Messrs. Leedy, Stith and Dean    
DeSantis. Mr. Leedy serves as Chairman of the Committee. During the 1999 fiscal 
year, the Audit Committee held three                                            

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meetings. The Audit Committee is responsible for (i) recommending the firm to be
appointed as independent certified public accountants to audit the Company's    
financial statements; (ii) discussing the scope and results of the audit with   
the independent certified public accountants; (iii) reviewing with management   
and the independent certified public accountants the Company's interim and      
year-end results; (iv) considering the adequacy of the internal accounting      
controls and audit procedures of the Company; and (v) reviewing the non-audit   
services to be performed by the independent certified public accountants.       

COMPENSATION COMMITTEE                                                          

    The members of the Compensation/Stock Option Committee are Messrs. Leedy and
Stith and Mr. Leedy serves as Chairman of the Committee. During the 1999 fiscal 
year, the Compensation/Stock Option Committee held two meetings and took certain
actions by unanimous written consent. The Compensation/Stock Option Committee is
responsible for setting compensation of the executive officers of the Company   
and for the grant of stock options to purchase Common Stock.                    

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

None.                                                                   

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE                                                      

The following table sets forth the compensation of the Company's Chief  
Executive Officer and the other four most highly paid executive officers who    
were serving as executive officers at the end of fiscal 1999 (collectively, the 
"Named Executive Officers"), for the fiscal years ended August 31, 1999, 1998   
and 1997.                                                                       

                                                        [Enlarge/Download Table]

                                                                                           LONG-TERM   
                                                                                        COMPENSATION(1)
                                                                                        ---------------
                                         ANNUAL COMPENSATION                               NUMBER OF   
                                 ------------------------------------   OTHER ANNUAL        OPTIONS    
NAME AND PRINCIPAL POSITION      FISCAL YEAR   SALARY ($)   BONUS ($)  COMPENSATION(2)    GRANTED(3)   
---------------------------      -----------   ----------   ---------  ---------------  ---------------
                                                                                                       
Carl DeSantis ..................    1999        $502,586     $    --       $17,025          197,500    
  Chairman of the Board             1998         491,761     237,500        10,892          300,000    
                                    1997         452,362     217,880        16,712          120,000    

Damon DeSantis .................    1999         396,769          --        13,775          227,000    
  President and CEO                 1998         331,717     109,575         7,715          270,000    
                                    1997         197,885      47,297         9,182           80,000    

Nickolas Palin .................    1999         377,899     165,931         6,337          335,000    
  Senior Executive Vice             1998         360,135     168,750         4,076          280,000    
  President                         1997         285,578     102,266         4,589           80,000    

Christian Nast .................    1999         349,615          --        13,012          174,000    
  Vice Chairman                     1998         416,278     280,000        11,500          300,000    
                                    1997         335,779     157,508        11,298          120,000    

Geary Cotton ...................    1999         323,925          --        17,223          177,500    
  Vice President, Chief             1998         314,117     100,000        12,126          260,000    
  Financial Officer and             1997         197,885      63,504        15,468           80,000    
  Treasurer                                                                                            

------------------------                                                        

(1) The columns for "Restricted Stock Awards," "LTIP Payouts" and "All Other  
   Compensation" have been omitted because there is no compensation required
to be reported in such columns.                                       

(footnotes continued on following page)                                         

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(2) Represents that portion of the Company's automobile expense allowance     
    attributable to non-business utilization of such officer's automobile, the
    Company's contributions to its 401(k) Plan for the benefit of such officer
and executive long-term disability expenses.                          

(3) See "Stock Based Plans--Individual Option Grants in the Fiscal Year Ended 
   August 31, 1999" and "Aggregate Option Exercises in the Fiscal Year Ended
August 31, 1999 and Fiscal Year-End Option Values" for additional     
information with respect to these options.                            

EMPLOYMENT AGREEMENTS                                                           

    The Company entered into employment agreements on April 1, 1995 with each of
Carl DeSantis, Damon DeSantis, Nickolas Palin, and Geary Cotton pursuant to     
which their base annual salaries as of January 14, 2000 were $375,000, $425,000,
$385,900 and $330,800, respectively. Each of such employment agreements is for a
rolling term of three years except for Mr. Palin's employment agreement which is
for a rolling term of four years. The Company entered into an employment        
agreement with Christian Nast for a three-year term commencing September 1,     
1998, pursuant to which he currently receives a base annual salary of $100,000. 
Each of such employment agreements provides for annual increases of base salary 
of the greater of 5% or the percentage increase in the consumer price index     
published by the United States Department of Labor. In addition, each of Damon  
DeSantis, Nickolas Palin and Geary Cotton is entitled to receive incentive      
bonuses upon the attainment by the Company of certain net sales and net income  
targets. Such bonuses may not exceed 75% of base salary for Damon DeSantis and  
62 1/2% of base salary for each of Nickolas Palin and Geary Cotton.             

   The employment agreements each provide that, if the employee terminates his
employment without good reason or is terminated for cause, such employee is     
subject to a non-competition provision for a period of 18 months except for     
Mr. Palin's employment agreement which makes him subject to a non-competition   
provision for a period of three years. In the event of a change of control of   
the Company, the employee is entitled to terminate his employment and receive a 
lump sum distribution of compensation in an amount equal to three times such    
employee's then current effective yearly compensation, including, but not       
limited to, salary and bonuses. If the employee elects to so terminate, the     
non-competitive provisions contained in the employment agreement will terminate.
Similar provisions apply in the event an employee is terminated without cause   
upon a change of control of the Company. Payments under the agreements by the   
Company after a change of control are, however, limited to the amount which     
would be deductible by the Company under the Internal Revenue Code of 1986, as  
amended (the "Code"). A "change of control" is deemed to occur upon (i) the     
acquisition of 30% or more of the Company's voting power by anyone other than a 
current director, executive officer of the Company or an affiliate thereof      
without the approval of a majority of the Incumbent Directors, as defined       
therein, or (ii) the Incumbent Directors becoming less than a majority of the   
Board of Directors of the Company or its successor. A change of control, as to  
any employee, may not result from a voluntary action of such employee. In       
addition, upon a "change of control," all unvested options granted to the       
foregoing persons under the Company's 1993 Stock Incentive Plan will vest.      

NEW EMPLOYMENT AGREEMENTS AND CONSULTING AGREEMENTS                             

In connection with the Merger Agreement, a number of officers of the    
Company, including those described above, have entered into new employment or   
consulting agreements with the Company and Numico. For a description of these   
agreements, see "Purpose of the Offer; Plans for the Company; the Merger        
Agreement; Other Agreements" in the Offer to Purchase, which is incorporated by 
reference herein.                                                               

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STOCK BASED PLANS 

The following is a brief summary of the Company's stock-based plans in  
effect during the fiscal year ended August 31, 1999, under which directors,     
officers and certain employees of the Company received benefits.                

STOCK INCENTIVE PLAN                                                            

Under the 1993 Stock Incentive Plan, the Company is authorized to grant 
stock options to selected officers and key employees. The Plan will remain in   
effect for ten years until March 14, 2003, unless terminated by the Company's   
Board of Directors. The maximum number of Shares issuable under the Plan is     
21,000,000 and is subject to appropriate adjustment in the event of a stock     
split, reverse stock split, consolidation of Shares, capital adjustment, payment
of stock dividend or distribution, or other increase or decrease in the Shares  
without receipt of consideration. All Options under the Plan must be granted    
prior to March 14, 2003, and all Options that have been granted must be         
exercised prior to their expiration date. No Option will be exercisable after   
ten years after the date the Option is granted.                                 

DIRECTOR STOCK OPTION PLANS                                                     

The Company has two plans covering directors.                           

1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.  Under the Amended and    
Restated 1993 Non-Employee Director Stock Option Plan (the "1993 Director       
Plan"), each director who is not an employee of the Company or its subsidiaries 
("Non-Employee Directors") is entitled to a one-time grant of options upon      
initial election to the Board of Directors with respect to 15,000 shares of     
Common Stock, which vest 33 1/3% per year commencing one year from the date of  
grant (except for those stock options granted prior to February 1997 which shall
continue to vest 20% per year commencing one year from the date of grant) and   
have a term of 10 years (except for those granted prior to February 1996 which  
have a term of six years). The maximum number of shares of Common Stock         
available for issuance under the 1993 Director Plan is 120,000 shares. The 1993 
Director Plan will expire on, and no options may be granted thereunder after    
March 14, 2003, subject to the right of the Board of Directors to earlier       
terminate the 1993 Director Plan. Upon a "change of control" (defined in the    
same manner as in the employment agreements discussed under "Executive          
Compensation--Employment Agreements"), all options outstanding under the 1993   
Director Plan will become immediately exercisable in full.                      

1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.  Under the Amended and    
Restated 1994 Non-Employee Director Stock Option Plan (the "1994 Director       
Plan"), each then Non-Employee Director was granted stock options to purchase   
15,000 shares of Common Stock on July 7, 1994. The 1994 Director Plan also      
provides for the grant of an annual option to purchase 15,000 shares of Common  
Stock at the first Annual Meeting of Shareholders at which the Non-Employee     
Director is re-elected, 20,000 shares at the second Annual Meeting of           
Shareholders at which the Non-Employee Director is re-elected, 25,000 shares at 
the third Annual Meeting of Shareholders at which the Non-Employee Director is  
re-elected, and 30,000 shares at every subsequent Annual Meeting of Shareholders
at which the Non-Employee Director is re-elected, which options vest 33 1/3% per
year commencing one year from the date of grant (except for those stock options 
granted prior to February 1997, which shall continue to vest 20% per year       
commencing one year from the date of grant) and have a term of 10 years (except 
for those granted prior to February 1996, which have a term of five years). The 
maximum number of shares of Common Stock available for issuance under the 1994  
Director Plan is 600,000 shares. The 1994 Director Plan will expire on, and no  
options may be granted thereunder after July 6, 2003, subject to the right of   
the Board of Directors to earlier terminate the 1994 Director Plan. Upon a      
"change of control" (defined in the same manner as in the employment agreements 
discussed under "Executive Compensation--Employment Agreements"), all options   
outstanding under the 1994 Director Plan will become immediately exercisable in 
full.                                                                           

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Effective as of April 26, 2000, the 1993 Stock Incentive Plan, the 1993 
Director Plan and the 1994 Director Plan each were amended to provide that upon 
the effective date of the merger contemplated by the Merger Agreement (the      
"Merger"), each then outstanding option, whether or not then exercisable, is to 
be converted into a right to receive a cash payment from the Company equal to   
the excess, if any, of the Merger Consideration (as defined in the Merger       
Agreement) over the exercise price for such option. Further, the Compensation   
Committee under each such plan is given the right to cancel, without            
consideration, as of the effective date of the Merger, any options with respect 
to which the exercise price exceeds the Merger Consideration.                   

The following table sets forth certain information concerning grants of 
options to purchase Common Stock made during the 1999 fiscal year to the Named  
Executive Officers. All stock options were granted pursuant to the Company's    
1993 Stock Incentive Plan.                                                      

INDIVIDUAL OPTION GRANTS IN THE FISCAL YEAR ENDED AUGUST 31, 1999 

                                                        [Enlarge/Download Table]

                                                                               POTENTIAL REALIZABLE VALUE AT
                                                                                  ASSUMED ANNUAL RATES OF   
                                         % OF TOTAL                            STOCK PRICE APPRECIATION FOR 
                          NUMBER OF   OPTIONS GRANTED   EXERCISE                      OPTION TERM(3)        
                           OPTIONS    TO EMPLOYEES IN   PRICE PER  EXPIRATION  -----------------------------
                          GRANTED(1)  FISCAL YEAR 1999  SHARE(2)      DATE          5%              10%     
                          ----------  ----------------  ---------  ----------  -------------   -------------
                                                                                                            
Carl DeSantis............ 147,500(4)        3.1%         $11.375    12/06/08    $1,055,167      $2,674,001  
                           50,000(5)        1.0%          11.560    06/14/09       363,501         921,183  

Damon DeSantis........... 127,000(4)        2.6%          11.375    12/06/08       908,517       2,302,360  
                          100,000(5)        2.1%          11.560    06/14/09       727,002       1,842,366  

Nickolas Palin........... 185,000(4)        3.9%          11.375    12/06/08     1,323,430       3,353,832  
                           50,000(6)        1.0%          14.190    02/28/09       446,201       1,130,760  
                          100,000(5)        2.1%          11.560    06/14/09       727,002       1,842,366  

Christian Nast........... 124,000(4)        2.6%          11.375    12/06/08       887,056       2,247,974  
                           50,000(5)        1.0%          11.560    06/14/09       363,501         921,183  

Geary Cotton.............  92,500(4)        1.9%          11.375    12/06/08       661,715       1,676,916  
                           85,000(5)        1.8%          11.560    06/14/09       617,952       1,566,011  

------------------------                                                        

(1) Such options become exercisable with respect to 33 1/3% of the covered    
   shares one year from the date of grant, 66 2/3% of the covered shares two
  years from the date of grant, and the remainder become exercisable three
years from the date of grant, except for the 50,000 options granted to
Nickolas Palin on March 1, 1999, which were exercisable immediately.  

(2) The exercise price is the fair market value on the date of grant,         
 determined by calculating the average of the high and low prices of the
Common Stock on the date of such grant.                               

(3) The stock price appreciation is computed based on the exercise price per  
   share. The dollar amounts set forth under these columns are the result of
calculations at the 5% and 10% rates established by the Securities and
     Exchange Commission and are not intended to forecast future appreciation in
the price of the Common Stock.                                        

(4) Such options were granted on December 7, 1998.                            

(5) Such options were granted on June 15, 1999.                               

(6) Such options were granted on March 1, 1999.                               

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AGGREGATE OPTION EXERCISES IN THE FISCAL YEAR ENDED 
AUGUST 31, 1999 AND FISCAL YEAR-END OPTION VALUES 

  The following table sets forth certain information concerning the exercise
in fiscal 1999 of options to purchase Common Stock by the Named Executive       
Officers and the unexercised options to purchase Common Stock held by such      
individuals at August 31, 1999.                                                 

                                                        [Enlarge/Download Table]

                                                        NUMBER OF UNEXERCISED        VALUE OF UNEXERCISED    
                                    VALUE REALIZED           OPTIONS AT             IN-THE-MONEY OPTIONS AT  
                        SHARES      (MARKET PRICE          FISCAL YEAR-END            FISCAL YEAR-END(1)     
                      ACQUIRED ON  AT EXERCISE LESS  ---------------------------  ---------------------------
                       EXERCISE    EXERCISE PRICE)   EXERCISABLE   UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
                      -----------  ----------------  -----------   -------------  -----------   -------------
                                                                                                             
Carl DeSantis........   165,000       $1,692,958       360,000        437,500     $1,388,135      $237,938   
Damon DeSantis.......    90,000          897,486       368,333        433,667      1,910,433       253,542   
Nickolas Palin.......    40,000          566,828       169,002        537,332        114,412       587,195   
Christian Nast.......        --               --       161,000        456,000        155,116       471,732   
Geary Cotton.........    15,000          150,308       446,000        386,500      2,686,014       283,123   

------------------------                                                        

(1) Based on a fiscal year-end value of $12.50 per share. Value is calculated 
by multiplying (a) the difference between $12.50 and the in-the-money 
option exercise price by (b) the number of shares of Common Stock     
underlying the in-the-money option.                                   

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The following table sets forth information with respect to the beneficial
ownership of shares of Common Stock of the Company as of April 30, 2000, by all 
shareholders of the Company known to be beneficial owners of more than 5% of    
such Common Stock, by each director, by each of the executive officers named in 
the Summary Compensation Table and by all directors and executive officers as a 
group, as determined in accordance with Rule 13d-3(d) under the Exchange Act:   

                                                        [Enlarge/Download Table]

                                                                                  PERCENTAGE OF  
                                                    NUMBER OF SHARES OF              COMMON      
                                                       COMMON STOCK             STOCK OUTSTANDING
                                                    -------------------         -----------------
                                                                                                 
Carl DeSantis......................................      8,233,332(1)(2)(3)            12.7%     
Damon DeSantis.....................................     11,190,229(1)(3)(4)(5)         17.3      
Christian Nast.....................................        409,629(3)                     *      
Nickolas Palin.....................................        408,001(3)                     *      
Geary Cotton.......................................        726,755(3)(6)                1.1      
Dean DeSantis......................................      8,997,306(1)(3)(4)(7)         14.0      
Stanley Leedy......................................         86,000(3)(8)                  *      
Melvin Stith.......................................         31,667(3)                     *      
Debbie DeSantis....................................      4,633,802(3)(4)(9)             7.2      
CDD Partners, Ltd..................................     17,637,923(1)                  27.6      
Triple D Investments, LLC..........................     13,158,042(4)                  21.0      
Sylvia DeSantis Irrevocable Life Insurance Trust...     13,158,042(4)                  21.0      
All directors and executive officers as a group                                                  
  (11 persons).....................................     30,893,474(10)                 45.7      

------------------------                                                        

* Represents less than 1%.                                                  

(1) In June 1993, each of Carl DeSantis, Damon DeSantis and Dean DeSantis     
    contributed all shares of Common Stock then owned by them to CDD Partners,
 Ltd. ("CDD"), a Texas limited partnership of which Carl DeSantis, Damon
 DeSantis and Dean DeSantis are limited partners, and to CDD Management,
Inc. ("CDDM"), a Texas corporation and the general partner of CDD.    

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Each of Carl DeSantis, Damon DeSantis and Dean DeSantis has shared    
    beneficial ownership and voting power with respect to all such shares held
by CDD. CDD's address is 12770 Coit Road, #850, Dallas, Texas 75251.  

(2) Includes 7,523,499 shares held by CDD, which represent Carl DeSantis'     
     percentage interest in CDD. Does not include 10,114,424 shares beneficially
owned by Dean DeSantis and Damon DeSantis indirectly through CDD.     

(3) For each person, includes shares beneficially owned pursuant to currently 
   exercisable stock options or options which will become exercisable within
 60 days: Carl DeSantis--544,833 shares; Damon DeSantis--545,667 shares;
 Dean DeSantis--435,000 shares; Christian Nast--380,000 shares; Nickolas
Palin--402,001 shares; Geary Cotton--492,501 shares; Debbie           
  DeSantis--117,333; Stanley Leedy--75,000 shares; and Melvin Stith-31,667
shares. See "Executive Compensation."                                 

(4) In April 2000, Sylvia DeSantis, as trustee under the Sylvia DeSantis      
  Revocable Trust dated October 30, 1996, contributed 13,158,042 shares of
Common Stock then owned by such trust to Triple D Investments, LLC, a 
    Florida limited liability company ("Triple D"). Subsequently, Ms. DeSantis
transferred 100% beneficial ownership in Triple D by gift in equal    
percentages to her children, Damon DeSantis, Dean DeSantis and Debbie 
 DeSantis, as trustees of the Sylvia DeSantis Irrevocable Life Insurance
Trust. As a result, each of Damon DeSantis, Dean DeSantis and Debbie  
    DeSantis have shared beneficial ownership and voting power with respect to
all such shares held by Triple D. Triple D's address is 9350 S. Dixie 
Highway, Suite 1550, Miami, Florida.                                  

(5) Includes 6,029,712 shares held by CDD which represent Damon DeSantis'     
percentage interest in CDD and 4,388,044 shares held by Triple D which
     represent Damon DeSantis' percentage interest in Triple D. Does not include
     (i) 11,608,211 shares beneficially owned by Damon DeSantis that are held by
CDD, which represent the percentage interest of Carl DeSantis and Dean
     DeSantis in CDD; (ii) 8,776,088 shares beneficially owned by Damon DeSantis
    that are held by Triple D, which represent the percentage interest of Dean
    DeSantis and Debbie DeSantis in Triple D; and (iii) 31,114 shares owned by
    the wife of Damon DeSantis. Mr. DeSantis disclaims beneficial ownership of
his wife's shares.                                                    

(6) Does not include 12,242 shares owned by the wife of Geary Cotton, as to   
which shares Mr. Cotton disclaims beneficial ownership.               

(7) Includes 4,084,712 shares held by CDD which represent Dean DeSantis'      
percentage interest in CDD. Does not include (i) 13,553,211 shares    
  beneficially owned by Dean DeSantis that are held by CDD which represent
the percentage interest of Carl DeSantis and Damon DeSantis in CDD,   
    (ii) 8,776,088 shares beneficially owned by Dean DeSantis that are held by
 Triple D, which represent the percentage interest of Damon DeSantis and
    Debbie DeSantis in Triple D; and (iii) 19,546 shares beneficially owned by
   the wife of Dean DeSantis. Mr. DeSantis disclaims beneficial ownership of
his wife's shares.                                                    

(8) Does not include 8,900 shares owned by the wife of Stanley Leedy, as to   
which shares Mr. Leedy disclaims beneficial ownership.                

(9) Does not include 8,776,088 shares beneficially owned by Debbie DeSantis   
    that are held by Triple D, which represent the percentage interest of Dean
DeSantis and Damon DeSantis in Triple D.                              

(10) Includes 3,565,153 shares beneficially owned by directors and executive    
officers as a group pursuant to currently exercisable stock options or
options which will become exercisable within 60 days. See "Executive  
Compensation."                                                        

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REPORT OF THE COMPENSATION COMMITTEE                                            

As in prior years, the Company's executive compensation for fiscal 1999 
consisted of three primary components: base salary, bonus and grants of stock   
options under the Company's Amended and Restated 1993 Stock Incentive Plan. Each
officer's base salary and bonus is set forth in such officer's employment       
agreement.                                                                      

   The salary and bonus components of the Company's executive compensation are
designed to facilitate fulfillment of the following compensation objectives:    
(i) attracting and retaining competent management; (ii) rewarding management for
short and long-term accomplishments; (iii) aligning the interests of management 
with those of the Company's shareholders; and (iv) relating management          
compensation to the achievement of Company goals and the Company's performance. 

In April 1995, the Company's Board of Directors approved three-year     
employment agreements with each of the Company's executive officers. In         
addition, in September 1998, the Company entered into a three-year employment   
agreement with the Company's Vice Chairman, Christian Nast, which was a renewal 
of his prior employment agreement that expired on August 31, 1998. As of        
March 1997, the employment agreements of certain executive officers of the      
Company were amended to provide for a rolling three-year term and in            
September 1998, the employment agreement of Nickolas Palin, the Company's Senior
Executive Vice President, was amended to provide for a rolling four-year term.  
Under such employment agreements, the base salaries of Carl DeSantis, Christian 
Nast, Damon DeSantis, Nickolas Palin and Geary Cotton as of January 14, 2000    
were $375,000, $100,000, $425,000, $385,900 and $330,800, respectively. See     
"Executive Compensation--Employment Agreements" and "--New Employment Agreements
and Consulting Agreements." The Board's determination of fiscal 1999 salaries   
for the Company's executive officers set forth in their employment agreements   
was made after reviewing and considering a number of factors, including each    
officer's level of job responsibility, each officer's level of performance (with
respect to specific areas of responsibility and on an overall basis),           
achievement of the Company's goals, the Company's performance during the 1999   
fiscal year, compensation levels at competitive companies and the Company's     
historical compensation levels. The Company's compensation program for its      
executive officers is intended to link compensation in substantial part to      
corporate performance. A significant portion of executive officer compensation  
in the form of bonuses is tied directly to the attainment of net sales and net  
income targets as well as the fulfillment of individual objectives. Each        
officer's employment agreement also provides for an annual increase in base     
salary of the greater of 5% or the percentage increase in the Consumer Price    
Index published by the United States Department of Labor. Decisions about       
granting stock options to executive officers were made as described below. The  
Company also makes contributions under the Company's 401(k) Plan of up to $2,000
per employee, based on a 50% matching contribution. In recognition of the       
increased duties of Damon DeSantis as the Company's President and Chief         
Executive Officer, his bonus percentage potential was increased. Similarly, as a
result of the reduced duties and responsibilities of Carl DeSantis, the         
Company's Chairman of the Board, and Christian Nast, the Company's Vice         
Chairman, their respective salaries were reduced and their eligibility to       
receive a bonus was eliminated.                                                 

In determining the fiscal 1999 salary and bonus for Damon DeSantis, the 
Chief Executive Officer of the Company, the principal factors considered by the 
Board included (i) an analysis of the compensation of chief executive officers  
of public companies within the vitamin and nutritional supplement industry and  
public companies similar in size to the Company and (ii) the Company's 1999     
fiscal year earnings and other performance measures. Approximately sixty percent
of Mr. DeSantis' compensation is tied directly to the attainment of net sales   
and net income targets which were not met in fiscal 1999 and, therefore, no     
bonus was earned.                                                               

The grants of stock options to executive officers in fiscal 1999 were   
determined by the Committee based upon recommendations by the Company's Chief   
Executive Officer, Damon DeSantis, and his                                      

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assessment of each officer's contributions to the Company's success, position   
with the Company, potential to contribute to the Company's future performance   
and the overall level of responsibility and job performance of each officer.    

   Section 162(m) of the Internal Revenue Code of 1986, as amended, enacted in
1993, generally disallows a tax deduction to public companies for compensation  
over $1,000,000 paid to the Chief Executive Officer and the four other most     
highly compensated executive officers of the Company. Qualifying                
performance-based compensation is not subject to the deduction limit if certain 
requirements are met. The Company's 1993 Stock Incentive Plan has been          
structured such that awards thereunder may constitute qualifying                
performance-based compensation under Section 162(m). However, the Committee     
recognizes that unanticipated future events, such as a change of control of the 
Company or a change in executive personnel, could result in a disallowance of   
compensation deductions under Section 162(m). Moreover, the Committee may from  
time to time award compensation that is non-deductible under Section 162(m) when
in the exercise of the Committee's business judgment such award would be in the 
best interest of the Company.                                                   

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

   Section 16(a) of the Exchange Act requires the Company's executive officers
and directors and persons who own more than ten percent of a registered class of
the Company's equity securities to file reports of ownership on Form 3 and      
changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors 
and ten percent shareholders are also required by SEC rules to furnish the      
Company with copies of all Section 16(a) reports they file.                     

Based solely on its review of the copies of such forms received by it to
date, the Company believes that during the fiscal year ending August 31, 1999,  
all reporting persons complied with Section 16(a) filing requirements applicable
to them.                                                                        

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PERFORMANCE GRAPH 

   The following graph compares the cumulative total shareholder return on the
Common Stock with the cumulative total return on the Nasdaq Stock Market--U.S.  
Index ("Nasdaq Stock Market--U.S.") and the Natural Business Composite Index(TM)
("Natural Business Composite") from June 18, 1993 (the date the Common Stock was
first offered to the public) through August 31, 1999 (assuming the investment of
$100 in the Common Stock, the Nasdaq Stock Market--U.S. and the Natural Business
Composite and reinvestment of dividends). The Natural Business Composite is     
prepared by Banc of America Securities LLC. The Company did not pay any         
dividends during this period.                                                   

COMPARISON OF CUMULATIVE TOTAL
RETURN AMONG REXALL SUNDOWN, INC., THE
NASDAQ STOCK MARKET--U.S. INDEX, AND THE
NATURAL BUSINESS COMPOSITE INDEX

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC             

                                                                [Download Table]

                            6/18/93   8/31/96   8/31/97   8/31/98   8/31/99 
                            --------  --------  --------  --------  --------
                                                                            
Rexall Sundown, Inc.          $100    $639.20   $641.50   $673.85   $461.54 
Nasdaq Stock Market - U.S.    $100    $165.53   $230.18   $217.41   $397.24 
Natural Business Composite    $100    $122.28   $148.03   $158.77   $140.51 

  The comparisons in this table are required by the SEC and are not intended
to forecast or be indicative of possible future performance of the Common Stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                  

None.                                                                   

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EXHIBIT INDEX 

                                                                [Download Table]
                                                                         
 *  (a)(1)   Offer to Purchase dated May 5, 2000.                        

*+  (a)(2)   Letter of Transmittal.                                      

 *  (a)(3)   Letter to Shareholders of the Company dated May 5, 2000.    

 +  (a)(4)   Press Release of the Company dated May 1, 2000.             

 +  (a)(5)   Form of Summary Advertisement dated May 5, 2000.            

 +  (e)(1)   Agreement and Plan of Merger dated as of April 30, 2000.    

 +  (e)(2)   Shareholder Agreement dated April 30, 2000.                 

 *  (e)(3)   Opinion of Morgan Stanley & Co. Incorporated.               

 +  (e)(4)   Employment Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Damon DeSantis.                     

 +  (e)(5)   Employment Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Geary Cotton.                       

 +  (e)(6)   Employment Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Richard Goudis.                     

 +  (e)(7)   Employment Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Gerald Holly.                       

 +  (e)(8)   Employment Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Richard Werber.                     

 +  (e)(9)   Consulting Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Carl DeSantis.                      

 +  (e)(10)  Consulting Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Nickolas Palin.                     

 +  (e)(11)  Consulting Agreement, dated as of April 30, 2000, among     
             Numico, the Company and Christian Nast.                     

 +  (e)(12)  Benefits Letter, dated April 30, 2000, by and between Numico
             and the Company.                                            

 +  (e)(13)  Confidentiality Agreement, dated March 22, 2000, by and     
             between Numico and the Company.                             

------------------------                                                        

*   Included in materials delivered to shareholders of the Company.             

+  Filed as an exhibit to the Purchaser's Tender Offer Statement on Schedule TO 
dated May 5, 2000, and incorporated herein by reference.                

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9’ Filing		Date		First		Last			Other Filings
		7/6/03		18
		3/14/03		18
		6/2/00		12
Filed on:		5/5/00		2		25			SC TO-T
		5/1/00		9		25			SC TO-C,  SC14D9C
		4/30/00		2		25			8-K
		4/28/00		2		12
		4/26/00		5		19
		4/25/00		8
		4/21/00		5
		4/20/00		8
		4/1/00		8
		3/22/00		10		25
		3/20/00		8
		3/1/00		8
		1/14/00		17		22			10-Q,  8-K,  DEF 14A
		8/31/99		15		24			10-K/A,  10-K405
		8/12/99		4
		7/28/99		4
		7/8/99		4
		6/15/99		19
		3/1/99		19
		12/7/98		19
		9/1/98		17
		8/31/98		16		22			10-K405
		8/31/97		16					10-K405
		10/30/96		21
		4/1/95		17
		7/7/94		18
		6/18/93		24
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